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, 2001
Commission file number 1-228
[ZEMEX LOGO]
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 April 30, 2001, there were 8,591,065 shares of capital stock outstanding.
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ZEMEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(US$)
MARCH 31, 2001 December 31, 2000
--------------- -----------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 1,403,000 $ 2,175,000
Accounts receivable 15,754,000 12,850,000
Inventories 14,256,000 16,844,000
Prepaid expenses and other current assets 502,000 530,000
Income tax receivable 273,000 120,000
Future income tax benefits 21,000 21,000
------------- -------------
32,209,000 32,540,000
PROPERTY, PLANT AND EQUIPMENT 57,745,000 65,846,000
OTHER ASSETS 6,829,000 7,153,000
FUTURE INCOME TAX BENEFITS (NON-CURRENT) 8,040,000 8,040,000
------------- -------------
TOTAL ASSETS $ 104,823,000 $ 113,579,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Bank indebtedness $ 13,645,000 $ 17,145,000
Accounts payable 3,668,000 5,618,000
Accrued liabilities 3,272,000 4,412,000
Current portion of long term debt 473,000 534,000
------------- -------------
21,058,000 27,709,000
LONG TERM DEBT 146,000 261,000
OTHER NON-CURRENT LIABILITIES 2,201,000 683,000
FUTURE INCOME TAX OBLIGATIONS 1,576,000 1,656,000
------------- -------------
24,981,000 30,309,000
------------- -------------
NON-CONTROLLING INTEREST -- 3,367,000
------------- -------------
SHAREHOLDERS' EQUITY
Common stock 56,922,000 57,212,000
Retained earnings 26,640,000 25,958,000
Note receivable from shareholder (1,259,000) (1,259,000)
Cumulative translation adjustment (2,461,000) (2,008,000)
------------- -------------
79,842,000 79,903,000
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 104,823,000 $ 113,579,000
============= =============
Prepared in accordance with Canadian GAAP
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3
ZEMEX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
(US$)
2001 2000
------------ ------------
(unaudited)
NET SALES $ 16,563,000 $ 19,669,000
------------ ------------
COSTS AND EXPENSES
Cost of goods sold 11,406,000 13,825,000
Selling, general and administrative 2,763,000 2,739,000
Depreciation, depletion and amortization 1,619,000 1,966,000
------------ ------------
15,788,000 18,530,000
------------ ------------
OPERATING INCOME 775,000 1,139,000
------------ ------------
Interest income 50,000 44,000
Interest expense (269,000) (1,110,000)
Other income (expense), net 303,000 (3,125,000)
------------ ------------
84,000 (4,191,000)
------------ ------------
INCOME (LOSS) BEFORE PROVISION FOR (RECOVERY OF)
INCOME TAXES AND NON-CONTROLLING INTEREST 859,000 (3,052,000)
Provision for (recovery of) income taxes 167,000 (1,350,000)
Non-controlling interest in subsidiary earnings 10,000 71,000
------------ ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS 682,000 (1,773,000)
INCOME FROM DISCONTINUED OPERATIONS -- 911,000
------------ ------------
NET INCOME (LOSS) $ 682,000 $ (862,000)
============ ============
NET INCOME (LOSS) PER SHARE
BASIC
Continuing operations $ 0.08 $ (0.21)
Discontinued operations $ -- $ 0.11
------------ ------------
$ 0.08 $ (0.10)
------------ ------------
DILUTED
Continuing operations $ 0.08 $ (0.21)
Discontinued operations $ -- $ 0.11
------------ ------------
$ 0.08 $ (0.10)
------------ ------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC 8,411,055 8,516,328
DILUTED 8,446,199 8,516,328
Prepared in accordance with Canadian GAAP
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4
ZEMEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31
(US$)
2001 2000
------------ ------------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 682,000 $ (862,000)
Adjustments to reconcile net income (loss)
to net cash flows from operating activities
Depreciation, depletion and amortization 1,619,000 2,347,000
Amortization of and written-off of deferred financing costs -- 1,759,000
Decrease in future income tax obligations (80,000) (6,000)
Non-controlling interest in subsidiary earnings 10,000 71,000
Gain on sale of assets (301,000) (120,000)
Increase in other assets (42,000) (321,000)
Increase in other non-current liabilities 17,000 33,000
Changes in non-cash working capital items (1,904,000) (1,948,000)
------------ ------------
Net cash provided by operating activities 1,000 953,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (308,000) (2,051,000)
Proceeds from sale of assets 3,632,000 78,000
Proceeds from sale of securities -- 4,215,000
------------ ------------
Net cash provided by investing activities 3,324,000 2,242,000
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in bank indebtedness (3,500,000) 49,450,000
Net decrease in long term debt (164,000) (50,128,000)
Issuance of common stock 80,000 241,000
Purchase of common stock (370,000) --
------------ ------------
Net cash used in financing activities (3,954,000) (437,000)
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (143,000) (8,000)
------------ ------------
NET (DECREASE) INCREASE IN CASH (772,000) 2,750,000
CASH AT BEGINNING OF PERIOD 2,175,000 1,592,000
------------ ------------
CASH AT END OF PERIOD $ 1,403,000 $ 4,342,000
============ ============
Prepared in accordance with Canadian GAAP
- 4 -
5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of Zemex Corporation
and its subsidiaries (the "Corporation"). The financial data for the three
months ended March 31, 2001 and 2000 are unaudited but, in the opinion of the
management, reflect all adjustments, considered necessary for a fair
presentation of financial position, results of operations and cash flows. The
results of operations and cash flows for the three-month period ended March 31,
2001 are not necessarily indicative of operations for the entire year. All
material intercompany transactions have been eliminated. The following should be
read in conjunction with the audited Consolidated Financial Statements and
related notes thereto for the year ended December 31, 2000.
OVERVIEW
The Corporation is a diversified producer of specialty materials and products
for use in a variety of industrial applications. The Corporation operates in two
principal business segments: (i) industrial minerals, which includes The
Feldspar Corporation, Suzorite Mica Products Inc., Suzorite Mineral Products,
Inc., Zemex Fabi-Benwood, LLC (see note 1 below), Zemex Industrial Minerals,
Inc. and Zemex Mica Corporation; and (ii) aluminum recycling, which includes
Alumitech, Inc., Alumitech of Cleveland, Inc., Alumitech of Wabash, Inc., ETS
Schaefer Corporation and AWT Properties, Inc.
1. On March 27, 2001, the Corporation completed the sale of its Natural
Bridge, New York talc facility and its 60% interest in Zemex Fabi-Benwood,
LLC for approximately $7.5 million to IMI Fabi S.p.A. ("IMI Fabi"). The
Corporation recognized a pre-tax gain of $0.3 million from this transaction
which was recorded as other income in the first quarter of 2001. Of the
sale proceeds, $3.7 million was received in March 2001 and applied to
reduce the Corporation's outstanding borrowings under its credit
facilities. The balance, secured by a letter of credit, is included in
accounts receivable and will be received in the third quarter of 2001.
2. On April 11, 2000, the Corporation completed the sale of its metal powders
division, which included Pyron Corporation and Pyron Metal Powders, Inc.,
for $42.0 million to North American Hoganas Holdings, Inc., a subsidiary of
Hoganas AB. The metal powders division has been disclosed as a discontinued
operation.
3. To effect the disposition of Pyron Corporation and Pyron Metal Powders,
Inc., on March 8, 2000 the Corporation redeemed its outstanding Senior
Secured Notes. The redemption was financed by a bridge facility structured
as an amendment to the Corporation's pre-existing credit facility, bearing
interest at the same rate and was secured by the same security package as
the existing credit facility. The bridge facility was fully repaid by
October 31, 2000. The redemption necessitated a make-whole payment to the
noteholders of $1.2 million, which was recorded as other expense in the
first quarter of 2000. Additionally $0.3 million was paid out in related
transaction expenses and $1.7 million in deferred financing expenses
related to the issuance of the Senior Secured Notes was written-off.
- 5 -
6
SEGMENTED INFORMATION
The Corporation's continuing operations is composed of two principal lines of
business and is organized into two distinct operating units based on product
lines: (i) industrial minerals; and (ii) aluminum recycling.
Information pertaining to sales and earnings (loss) from continuing operations
and assets by business segment appears below:
INDUSTRIAL ALUMINUM
PERIOD ENDED MARCH 31, 2001 CONSOLIDATED MINERALS RECYCLING CORPORATE
------------ ------------ ------------ ------------
NET SALES $ 16,563,000 $ 11,748,000 $ 4,815,000 $ --
OPERATING INCOME (LOSS) 775,000 1,747,000 (226,000) (746,000)
INTEREST (EXPENSE) INCOME (269,000) 55,000 (8,000) (316,000)
NET INCOME (LOSS) 682,000 2,046,000 (236,000) (1,128,000)
------------ ------------ ------------ ------------
Industrial Aluminum
Period Ended March 31, 2000 Consolidated Minerals Recycling Corporate
------------ ------------ ------------ ------------
Net sales $ 19,669,000 $ 12,895,000 $ 6,774,000 $ --
Operating income (loss) 1,139,000 1,562,000 239,000 (662,000)
Interest (expense) income (1,110,000) 16,000 (6,000) (1,120,000)
(Loss) income from continuing operations (1,773,000) 1,249,000 253,000 (3,275,000)
Income from discontinued operations 911,000 -- -- --
Net (loss) income (862,000) 1,249,000 253,000 (3,275,000)
------------ ------------ ------------ ------------
INDUSTRIAL ALUMINUM DISCONTINUED
MARCH 31, 2001 CONSOLIDATED MINERALS RECYCLING CORPORATE OPERATIONS
------------ ------------ ------------ ------------ ------------
CURRENT ASSETS $ 32,209,000 $ 26,114,000 $ 4,142,000 $ 1,953,000 $ --
TOTAL ASSETS 104,823,000 68,373,000 22,874,000 13,576,000 --
TOTAL CURRENT LIABILITIES 21,058,000 3,673,000 2,966,000 14,419,000 --
TOTAL SHAREHOLDERS' EQUITY 79,842,000 -- -- 79,842,000 --
------------ ------------ ------------ ------------ ------------
Industrial Aluminum Discontinued
March 31, 2000 Consolidated Minerals Recycling Corporate Operations
------------ ------------ ------------ ------------ ------------
Current assets $ 49,401,000 $ 28,008,000 $ 4,988,000 $ 5,067,000 $ 11,338,000
Total assets 159,031,000 82,429,000 36,831,000 15,300,000 24,471,000
Total current liabilities 66,500,000 4,902,000 3,127,000 55,530,000 2,941,000
Total shareholders' equity 88,388,000 -- -- 88,388,000 --
------------ ------------ ------------ ------------ ------------
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7
COMMON SHARES AND STOCK OPTIONS
Shares Outstanding
As at March 31, 2001, the Corporation's authorized capital stock consists of an
unlimited number of first preference shares without par value and an unlimited
number of common shares without par value. There were no preference shares and
8,591,065 common shares issued and outstanding as of April 30, 2001.
The Corporation repurchased 65,400 common shares in the first quarter of 2001 at
an average price of $5.60 per share, compared to nil in the same quarter of
2000.
Stock Options Outstanding
The Corporation provides stock option incentive plans, which are intended to
provide long term incentives and rewards to executive officers, directors and
other key employees contingent upon an increase in the market value of the
Corporation's common shares. The options vest and are exercisable from the
beginning of the second year subsequent to the date of issuance. There were
1,073,650 options outstanding as of April 30, 2001 of which 603,700 are
exercisable as of April 30, 2001.
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 (loss) or cash flows except as follows:
a. Statements of Operations
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.
Under U.S. GAAP, certain costs associated with the redemption of the Senior
Secured Notes would be considered to be an extraordinary item and require
separate disclosure. The extraordinary item, net of tax, would have been an
expense of $1,801,000, or $0.21 per share, for the quarter ended March 31,
2000.
Period Ended March 31
-------------------------
2001 2000
--------- ---------
Net income (loss), as reported $ 682,000 $(862,000)
Add: Amortization of start-up activities and organization costs 40,000 12,000
Tax effect related thereto (6,000) (5,000)
--------- ---------
Net income (loss), under U.S. GAAP $ 716,000 $(855,000)
========= =========
Net income (loss) per share, under U.S. GAAP
-- basic $ 0.09 $ (0.10)
-- diluted $ 0.08 $ (0.10)
--------- ---------
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8
b. Balance Sheets
The following summarizes the balance sheet amounts in accordance with U.S.
GAAP where amounts differ from the amounts reported under Canadian GAAP.
U.S. GAAP, SOP 98-5, requires that the costs of start-up activities and
organization costs 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, 2001 December 31, 2000
----------------------------- -----------------------------
CANADIAN GAAP U.S. GAAP Canadian GAAP U.S. GAAP
------------- ------------ ------------- ------------
Property, plant and equipment $ 57,745,000 $ 56,306,000 $ 65,846,000 $ 64,407,000
Other assets 6,829,000 6,593,000 7,153,000 6,878,000
Future income tax benefits
(non-current) 8,040,000 8,225,000 8,040,000 8,230,000
Retained earnings 26,640,000 25,150,000 25,958,000 24,434,000
----------- ----------- ----------- -----------
c. Statements of Comprehensive Income (Loss)
U.S. GAAP requires a statement of comprehensive income (loss) as follows:
Period Ended March 31 2001 2000
--------- ---------
Net income (loss), under U.S. GAAP $ 716,000 $(855,000)
Change in foreign currency translation adjustment, net of tax
(2001, $(68,000); 2000, $(17,000)) (385,000) (21,000)
--------- ---------
Comprehensive income (loss) $ 331,000 $(876,000)
========= =========
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9
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,
2001 and the three months ended March 31, 2000, 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 audited
Consolidated Financial Statements and related notes thereto for the year ended
December 31, 2000.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000
Net Sales
The Corporation's net sales from continuing operations for the three months
ended March 31, 2001 were $16.6 million compared to $19.7 million for the three
month period ended March 31, 2000, a decrease of $3.1 million, or 15.8%.
Net sales in the industrial minerals group for the three month period ended
March 31, 2001 decreased, from the prior year's quarter, by $1.1 million, or
8.9%, to $11.8 million. The decline in the industrial minerals group's revenue
was due to: (i) the suspension of operations of the Zemex Mica Corporation's
plant at Bakersville, North Carolina effective December 31, 2000. This resulted
in a revenue reduction of $0.7 million; and (ii) the sale of the two talc
operations effective February 28, 2001. This resulted in reduced revenue, as
compared to the first quarter of 2000, of $0.6 million. These reductions were in
part offset by increased revenue from sales of sodium feldspar and low-iron sand
from the Spruce Pine, North Carolina operation.
Net sales from the aluminum recycling group declined from $6.8 million for the
first quarter of 2000 to $4.8 million for the first quarter of 2001. The decline
was attributable to a 28.9% decrease in volume processed and an 11.0% decrease
in the price realized on aluminum sold. The volume decline resulted from
management's decision to not pursue marginal business. The price decline results
from weak demand for secondary aluminum.
Cost of Goods Sold
Cost of goods sold declined by 17.5%, or $2.4 million, to $11.4 million for the
first quarter of 2001. The decrease was due to the closure of the Zemex Mica
plant and the calcium aluminate operation in Cleveland, and the sale of the two
talc operations. Gross margin increased from 29.7% in the first quarter of 2000
to 31.1% for the first quarter of 2001.
Selling, General and Administrative Expense
Selling, general, and administrative expense ("SG&A") for the three months ended
March 31, 2001 was $2.8 million, virtually unchanged from the same period of
2000.
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10
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization for the quarter ended March 31, 2001
was $1.6 million, down by $0.4 million, or 17.7%, from the same quarter in 2000.
The decrease was mainly due to the write-down of patent costs and the placing of
the Zemex Mica Corporation's operation on care and maintenance effective
December 31, 2000.
Operating Income
For the reasons discussed above, operating income for the three month period
ended March 31, 2001 was $0.8 million, a decrease of $0.4 million from the
comparable period in 2000.
Interest Income
Interest income for the three months ended March 31, 2001 was $50,000, slightly
increased from the same period in 2000.
Interest Expense
Interest expense for the three months ended March 31, 2001 was $0.3 million, a
decrease of $0.8 million, or 75.8%, from the comparable period in 2000. Total
indebtedness was $14.3 million at the end of the first quarter of 2001 compared
to $55.9 million at the end of the first quarter of 2000. Total indebtedness
will be further reduced when the final installment from the sale of the talc
facilities is received in the third quarter of 2001.
Other Income (Expense), Net
The Corporation reported $0.3 million as other income in the first quarter of
2001, compared to other expense of $3.1 million reported for the same period in
2000. The $0.3 million was generated from the sale of talc facilities located in
Natural Bridge, New York and the 60% interest in the Benwood, West Virginia
facility in March 2001 (see note 1 on page 5). The $3.1 million expense in 2000
was due to the early redemption of the Senior Secured Notes on March 8, 2000
(see note 3 on page 5). The redemption was necessitated by the sale of metal
powders group in April 2000.
Provision for (Recovery of) Income Taxes
The Corporation's provision for income taxes for the quarter ended March 31,
2001 was $0.2 million versus an income tax recovery of $1.4 million reported in
the same quarter of 2000.
Net Income (Loss)
As a result of the factors discussed above, the Corporation recorded a net
income from continuing operations for the three months ended March 31, 2001 of
$0.7 million compared to net loss from continuing operations of $1.8 million for
the three months ended March 31, 2000. For the quarter ended March 31, 2000, the
Corporation recognized a $0.9 million net income from discontinued operations
which reduced total net loss to $0.9 million.
- 10 -
11
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow from Operations
The Corporation had working capital of $11.2 million at March 31, 2001 compared
to $4.8 million at December 31, 2000. The improvement in working capital was
mainly due to a $3.8 million receivable recorded in conjunction with the sale of
talc facilities, a $3.5 million decrease in bank indebtedness reflecting partial
proceeds of the sale of the talc businesses and a reclassification of a $1.5
million site restoration cost accrual from accounts payable to other non-current
liabilities.
It is the opinion of management that there are sufficient sources of funds
available to meet its anticipated cash requirements. Prospectively, bank
indebtedness is expected to decrease throughout the year.
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 and performs a periodic sensitivity analysis on
aluminum prices and, on that basis, decides on the appropriate measures to take.
Current prices and interest rates are such that management believes 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 Annual Report on Form 10K for the year ended December 31, 2000.
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, environmental costs and risks, 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.
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12
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Refer to the 2000 Annual Report filed on Form 10-K.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
None
Reports on Form 8-K
Form 8-K filed January 26, 2001
Form 8-K filed February 26, 2001
* * * * *
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 8th day of May 2001.
ZEMEX CORPORATION
(Registrant)
By: /s/ ALLEN J. PALMIERE
-------------------------------------------
Allen J. Palmiere
Vice President, Chief Financial Officer
and Corporate Secretary
(Principal Financial and Accounting Officer
and authorized signatory)
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