SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2002 Commission File No. 0-20600
-------------- -------
ZOLTEK COMPANIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Missouri 43-1311101
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3101 McKelvey Road, St. Louis, Missouri 63044
- --------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 291-5110
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 the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date: As of May 15,
2002, 16,285,338 shares of Common Stock, $.01 par value, were outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ZOLTEK COMPANIES, INC.
CONSOLIDATED BALANCE SHEET
--------------------------
(Amounts in thousands, except share and per share amounts)
MARCH 31, SEPTEMBER 30,
ASSETS 2002 2001
- ----------------------------------------------------------------------------------------------------------------------------
Current assets: (Unaudited)
Cash and cash equivalents.................................................................$ 1,094 $ 667
Accounts receivable, less allowance for doubtful accounts of $702 and
$760, respectively...................................................................... 12,280 13,518
Inventories............................................................................... 25,132 25,250
Other current assets...................................................................... 856 666
Current assets of discontinued operations................................................. - 1,307
---------- ----------
Total current assets................................................................. 39,362 41,408
Property and equipment, net.................................................................... 77,320 79,157
Intangible assets, net......................................................................... 632 672
Other assets................................................................................... 635 141
---------- ----------
Total assets.........................................................................$ 117,949 $ 121,378
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------------------------
Current liabilities:
Current maturities of long-term debt......................................................$ 1,923 $ 2,073
Trade accounts payable.................................................................... 11,023 10,873
Accrued expenses and other liabilities.................................................... 4,612 4,264
Current liabilities of discontinued operations............................................ - 1,858
---------- ----------
Total current liabilities............................................................ 17,558 19,068
Other long-term liabilities.................................................................... 719 678
Long-term debt, less current maturities........................................................ 26,206 22,036
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Total liabilities.................................................................... 44,483 41,782
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Shareholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
no shares issued or outstanding......................................................... - -
Common stock, $.01 par value, 50,000,000 shares authorized,
16,285,338 shares issued and outstanding................................................ 188 188
Additional paid-in capital................................................................ 128,024 128,024
Accumulated deficit....................................................................... (15,433) (9,071)
Treasury common stock at cost, 2,514,993 shares........................................... (19,181) (19,181)
Accumulated other comprehensive loss...................................................... (20,132) (20,364)
---------- ----------
Total shareholders' equity........................................................... 73,466 79,596
---------- ----------
Total liabilities and shareholders' equity ..........................................$ 117,949 $ 121,378
========== ==========
The accompanying notes are an integral part of the consolidated financial statements.
2
ZOLTEK COMPANIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(Amounts in thousands, except per share data)
(Unaudited)
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
---------------------------- --------------------------
2002 2001 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
Net sales............................................................... $ 17,448 $ 20,334 $ 34,005 $ 42,165
Cost of sales........................................................... 14,989 25,443 29,594 44,567
----------- ----------- ----------- -----------
Gross profit (loss)................................................ 2,459 (5,109) 4,411 (2,402)
Available unused capacity costs......................................... 1,462 1,648 3,216 3,066
Application and development costs....................................... 964 896 1,994 1,876
Selling, general and administrative expenses............................ 2,634 3,404 5,028 6,668
----------- ----------- ----------- -----------
Operating loss from continuing operations.......................... (2,601) (11,057) (5,827) (14,012)
Other income (expense):
Interest expense................................................... (355) (395) (774) (1,155)
Interest income.................................................... 7 180 14 514
Other, net......................................................... 49 (213) 9 (166)
----------- ----------- ----------- -----------
Loss from continuing operations before income taxes..................... (2,900) (11,485) (6,578) (14,819)
Income tax expense (benefit)............................................ 27 329 72 (688)
----------- ----------- ----------- -----------
Net loss from continuing operations................................ (2,927) (11,814) (6,650) (14,131)
Discontinued operations:
Operating loss, net of taxes....................................... (382) (718) (1,030) (938)
Gain (loss) on disposal of discontinued operations, net of taxes... 1,319 - 1,319 (1,760)
----------- ----------- ----------- -----------
Net gain (loss) on discontinued operations, net of taxes......... 937 (718) 289 (2,698)
----------- ----------- ----------- -----------
Net loss................................................................ $ (1,990) $ (12,532) $ (6,361) $ (16,829)
=========== =========== =========== ===========
Net income (loss) per share:
Basic and diluted income (loss) per share:
Continuing operations.......................................... $ (0.18) $ (0.73) $ (0.41) $ (0.84)
Discontinued operations........................................ 0.06 (0.04) 0.02 (0.16)
----------- ----------- ----------- -----------
Total.......................................................... $ (0.12) $ (0.77) $ (0.39) $ (1.00)
=========== =========== =========== ===========
Weighted average common and common equivalent shares outstanding........ 16,285 16,255 16,285 16,746
The accompanying notes are an integral part of the consolidated financial statements.
3
ZOLTEK COMPANIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(Amounts in thousands)
(Unaudited)
SIX MONTHS ENDED MARCH 31,
--------------------------
2002 2001
- -----------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net loss................................................................................$ (6,361) $ (16,829)
Adjustments to reconcile net loss to net cash
used by operating activities:
(Gain) loss from discontinued operations.......................................... (289) 2,698
Depreciation and amortization...................................................... 3,159 3,142
Unrealized foreign exchange loss................................................... (65) (220)
Other, net......................................................................... (11) 545
Changes in assets and liabilities:
Decrease in accounts receivable.............................................. 959 413
Decrease in inventories...................................................... 211 6,996
(Increase) decrease in other current assets.................................. 77 (159)
(Increase) in other assets................................................... (651) (720)
Increase in trade accounts payable........................................... 87 4,179
Increase (decrease) in accrued expenses and other liabilities................ 337 (1,339)
Increase (decrease) in other long-term liabilities........................... 376 (37)
----------- -----------
Total adjustments....................................................... 4,190 15,498
----------- -----------
Net cash used by continuing operations.................................................. (2,171) (1,331)
Net cash used by discontinued operations................................................ (262) (1,905)
----------- -----------
Net cash used by operating activities......................................................... (2,433) (3,236)
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Cash flows from investing activities:
Payments for purchase of property and equipment......................................... (1,119) (3,010)
Sale of marketable securities........................................................... - 1,483
Other, net.............................................................................. 46 59
----------- -----------
Net cash used by continuing operations............................................. (1,073) (1,468)
Net cash provided by discontinued operations....................................... - 37,609
----------- -----------
Net cash provided (used) by investing activities.............................................. (1,073) 36,141
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of common stock options.......................................... - 277
Proceeds from issuance of notes payable................................................. 4,234 1,220
Repayment of notes payable.............................................................. (300) (275)
----------- -----------
Net cash provided by continuing operations......................................... 3,934 1,222
Net cash used by discontinued operations........................................... - (35,401)
----------- -----------
Net cash provided (used) by financing activities.............................................. 3,934 (34,179)
----------- -----------
Effect of exchange rate changes on cash....................................................... (1) 4
----------- -----------
Net increase (decrease) in cash............................................................... 427 (1,270)
Cash and cash equivalents at beginning of period.............................................. 667 2,222
----------- -----------
Cash and cash equivalents at end of period....................................................$ 1,094 $ 952
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Net cash paid during the period for:
Interest................................................................................$ 758 $ 1,691
Income taxes............................................................................$ - $ 205
Non-cash financing activities:
Return of common stock in acquisition and divestiture...................................$ - $ (19,062)
Note receivable received in divestiture.................................................$ - $ (5,000)
The accompanying notes are an integral part of the consolidated financial statements.
4
ZOLTEK COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. UNAUDITED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments of a normal and recurring
nature necessary for a fair presentation of the financial position and
results of operations as of the dates and for the periods presented. These
financial statements should be read in conjunction with the Company's 2001
Annual Report to Shareholders, which includes consolidated financial
statements and notes thereto for the fiscal year ended September 30, 2001.
Certain reclassifications have been made to conform prior year's data to the
current presentation. The results for the quarter ended March 31, 2002 are
not necessarily indicative of the results which may be expected for the
fiscal year ending September 30, 2002.
2. PRINCIPLES OF CONSOLIDATION
Zoltek Companies, Inc. (the "Company") is a holding company, which operates
through wholly owned subsidiaries, Zoltek Corporation, Zoltek Properties
Inc., Zoltek Rt., Zoltek Materials Group, Inc., and Engineering Technology
Corporation ("Entec Composites Machines"). From April 2000 to March 2002,
the Company owned a 45% interest in Hardcore Composites Operations, LLC
("Hardcore Composites"). From November 1999 to November 2000, the Company
owned Structural Polymer (Holdings) Limited ("SP Systems").
The consolidated balance sheets of the Company's current and former
international subsidiaries, Zoltek Rt. and SP Systems, were translated from
Hungarian Forints and British Pounds, respectively, to U.S. Dollars at the
exchange rate in effect at the applicable balance sheet date, while their
consolidated statements of operations were translated using the average
exchange rates in effect during the periods presented. Adjustments resulting
from the translation of financial statements are reflected as other
comprehensive income (loss) within shareholders' equity. Gains and losses
from foreign currency transactions of Zoltek Rt. and SP Systems are included
in the results of operations. These financial statements have been prepared
in accordance with U.S. generally accepted accounting principles and on a
consistent basis with the consolidated financial statements as of and for
the year ended September 30, 2001. All significant inter-company
transactions and balances have been eliminated upon consolidation.
3. DISCONTINUED OPERATIONS
In the fourth quarter of fiscal 2001, the Company formally adopted a plan to
dispose of its 45% interest in Hardcore Composites, which designs and
manufactures composite structures for the civil infrastructure market. The
Company acquired its interest in Hardcore Composites in the third quarter of
fiscal 2000. (For further discussion see Note 2 of the Notes to the
Consolidated Financial Statements included in the Company's 2001 Annual
Report). From the date of acquisition until disposition, the financial
statements of Hardcore Composites were consolidated with the Company due to
the ability to directly control the operations. In the fourth quarter of
fiscal 2001, the Company recorded an impairment loss on discontinued
operations of $5.1 million to reduce the carrying value of Hardcore
Composites' long-lived assets to their estimated fair value less estimated
selling costs.
On March 1, 2002, the Company completed the sale of its interest in Hardcore
Composites to the 55% majority owner. At that date, Hardcore Composites had
net liabilities of approximately $1,319,000 which were 100% consolidated by
the Company. As part of the sale, Hardcore Composites assumed these net
liabilities, which resulted in the Company recognizing a $1,319,000 gain on
the sale of discontinued operations in the quarter ended March 31, 2002.
Additionally, in consideration for this sale, Hardcore Composites issued a
series of unsecured promissory notes to the Company. In light of the current
financial condition of Hardcore Composites, the Company recorded a full
valuation allowance against the promissory notes in its accounting for the
sale transaction.
Subsequent to the end of the quarter and as a part of the sale of the
Company's interest in Hardcore Composites, Hardcore Composites and the
Company also settled the $1,000,000 note and certain other obligations
payable to the former owner, with the Company making a $500,000 payment and
Hardcore Composites contributing an additional amount. This note comprised
part of the purchase price of the acquisition in the third quarter of fiscal
2000 and was guaranteed by the Company. However, the Company continues to
guaranty Hardcore Composite's lease obligations to the former owner. The
obligation relates to a lease of the Hardcore Composites manufacturing
facility, which expires March 31, 2008. The lease requires monthly payments
of approximately $30,000. The Company has recorded sufficient reserves to
cover for potential expenses arising from this guarantee.
5
The Company reported the results of the operations of Hardcore Composites
and SP Systems as discontinued operations for the second quarter and six
months ended March 31, 2002 and 2001 in the consolidated statement of
operations. The Company acquired SP Systems in November 1999 and sold it in
November 2000. (For further discussion see Note 2 of the Notes to the
Consolidated Financial Statements of the Company's Annual Report.) Assets
and liabilities associated with Hardcore Composites have been reclassified
as assets and liabilities of discontinued operations on the consolidated
balance sheet at September 30, 2001.
Certain information with respect to the discontinued operations of Hardcore
Composites and SP Systems for the six months ended March 31, 2002 and 2001
is summarized as follows (in thousands):
2002 2001
----------- ---------
Net sales.................................................................... $ 408 $ 1,386
Cost of sales................................................................ 886 1,987
----------- ---------
Gross profit (loss).......................................................... (478) (601)
Selling, general and administrative expenses................................. 534 961
Goodwill amortization........................................................ - 53
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Loss from operations......................................................... (1,013) (1,615)
Other expenses............................................................... (17) (160)
Income tax expense........................................................... - 8
Minority interest............................................................ - 829
----------- ---------
Net loss from operations..................................................... (1,030) (938)
Gain (loss) on disposal of discontinued operations........................... 1,319 (1,760)
----------- ---------
Gain (loss) on discontinued operations, net of taxes......................... $ 289 $ (2,698)
=========== =========
Certain information with respect to the assets and liabilities of Hardcore
Composites at September 30, 2001 is summarized as follows (in thousands):
September 30,
2001
-------------
Cash and cash equivalents.................................................... $ 10
Accounts receivable, net..................................................... 420
Inventories.................................................................. 811
Other assets................................................................. 66
-----------
Assets of discontinued operations......................................... $ 1,307
===========
Accounts payable............................................................. $ (953)
Accrued expenses and other liabilities....................................... (905)
-----------
Liabilities of discontinued operations .................................. $ (1,858)
===========
4. COMPREHENSIVE LOSS
Comprehensive loss for the quarters ended March 31, 2002 and 2001 was as
follows (in thousands):
2002 2001
----------- -----------
Net loss................................................................. $ (6,361) $ (16,829)
Foreign currency translation adjustment.................................. 232 (292)
----------- -----------
Comprehensive loss....................................................... $ (6,129) $ (17,121)
=========== ===========
6
5. DEBT
On May 11, 2001, the Company entered into two-year credit facility with
Southwest Bank of St. Louis (Southwest Bank) in the amount of $14.0 million.
The loan agreement contains financial covenants related to borrowings,
working capital, debt coverage, current ratio, inventory turn ratio, and
capital expenditures. In December 2001, the Company amended the credit
agreement with Southwest Bank to waive the debt coverage ratio for the first
two quarters of fiscal 2002, and modify the current ratio and the inventory
turn ratio and the debt coverage ratio for quarters subsequent to the second
quarter of fiscal 2002. In consideration for the waiver and modifications,
the Company paid a one-time fee of $25,000 and the interest rate was
adjusted to the prime rate plus 0.25%. At March 31, 2002, the Company was in
compliance with the financial covenants requirements, as amended.
6. SEGMENT INFORMATION
The Company's operations consist of three business segments: Carbon Fibers,
Composite Intermediates and Specialty Products.
The Carbon Fibers segment manufactures low-cost carbon fibers, facilitates
development of product and process applications to increase the demand for
carbon fibers and aggressively markets carbon fibers. The Carbon Fiber
segment is located geographically in the United States and Hungary.
The Composite Intermediates segment manufactures carbon fiber composite
products and filament winding equipment used in the composite industry and
is located in the United States. In addition, this business segment supports
the Carbon Fibers business segment by providing composite design and
engineering for development of applications for carbon fiber reinforced
composites.
The Specialty Products segment manufactures and markets acrylic fibers,
nylon products and industrial materials primarily to the textile industry
and is located in Hungary.
Management evaluates the performance of its operating segments on the basis
of operating income (loss) contribution to the Company. The following table
presents financial information on the Company's operating segments as of
March 31, 2002 and September 30, 2001 and for the three- and six-month
periods ended March 31, 2002 and 2001 (in thousands):
THREE MONTHS ENDED MARCH 31, 2002
---------------------------------
(Unaudited)
Corporate
Headquarters
Carbon Composite Specialty and
Fibers Intermediates Products Eliminations Total
----------- ------------- ----------- ------------ -----------
Net sales - external $ 5,616 $ 2,381 $ 9,451 $ - $ 17,448
Net sales - intersegment 969 - - (969) -
----------- ----------- ----------- ----------- -----------
Total net sales 6,585 2,381 9,451 (969) 17,448
Available unused capacity expenses 1,462 - - - 1,462
Operating loss (397) (535) (702) (967) (2,601)
Depreciation and amortization expense 1,148 208 194 19 1,569
Capital expenditures 274 - 179 - 453
THREE MONTHS ENDED MARCH 31, 2001
---------------------------------
(Unaudited)
Corporate
Headquarters
Carbon Composite Specialty and
Fibers Intermediates Products Eliminations Total
----------- ------------- ----------- ------------ -----------
Net sales - external $ 7,591 $ 2,817 $ 9,926 $ - $ 20,334
Net sales - intersegment 407 - - (407) -
----------- ----------- ----------- ----------- -----------
Total net sales 7,998 2,817 9,926 (407) 20,334
Available unused capacity expenses 1,648 - - - 1,648
Operating income (loss) (8,965) (1,092) 246 (1,246) (11,057)
Depreciation and amortization expense 1,148 208 214 20 1,590
Capital expenditures 1,079 19 393 - 1,491
7
SIX MONTHS ENDED MARCH 31, 2002
-------------------------------
(Unaudited)
Corporate
Headquarters
Carbon Composite Specialty and
Fibers Intermediates Products Eliminations Total
----------- ------------- ----------- ------------ -----------
Net sales - external $ 11,364 $ 4,408 $ 18,233 $ - $ 34,005
Net sales - intersegment 1,067 - - (1,067) -
----------- ----------- ----------- ----------- -----------
Total net sales 12,431 4,408 18,233 (1,067) 34,005
Available unused capacity expenses 3,216 - - - 3,216
Operating loss (2,603) (1,026) (351) (1,847) (5,827)
Depreciation and amortization expense 2,319 416 385 39 3,159
Capital expenditures 685 - 434 - 1,119
SIX MONTHS ENDED MARCH 31, 2001
-------------------------------
(Unaudited)
Corporate
Headquarters
Carbon Composite Specialty and
Fibers Intermediates Products Eliminations Total
----------- ------------- ----------- ------------ -----------
Net sales - external $ 14,948 $ 6,537 $ 20,680 $ - $ 42,165
Net sales - intersegment 777 - - (777) -
----------- ----------- ----------- ----------- -----------
Total net sales 15,725 6,537 20,680 (777) 42,165
Available unused capacity expenses 3,066 - - - 3,066
Operating loss (10,041) (1,908) (166) (1,897) (14,012)
Depreciation and amortization expense 2,267 415 419 41 3,142
Capital expenditures 2,214 362 434 - 3,010
TOTAL ASSETS, NET OF DISCONTINUED OPERATIONS
--------------------------------------------
(Unaudited)
Corporate
Headquarters
Carbon Composite Specialty and
Fibers Intermediates Products Eliminations Total
----------- ------------- ----------- ------------ -----------
March 31, 2002 $ 90,104 $ 10,088 $ 19,474 $ (1,717) $ 117,949
September 30, 2001 88,442 10,474 22,129 (974) 120,071
GEOGRAPHIC INFORMATION (UNAUDITED) / (AMOUNTS IN THOUSANDS)
REVENUES (1)
------------ LONG-LIVED ASSETS (2)
SIX MONTHS ENDED ---------------------
MARCH 31, MARCH 31, SEPTEMBER 30,
2002 2001 2002 2001
----------- ----------- ----------- -------------
United States............................................................$ 11,881 $ 17,270 $ 52,451 $ 55,357
Hungary.................................................................. 22,124 24,895 25,501 25,144
----------- ----------- ----------- -----------
Total....................................................................$ 34,005 $ 42,165 $ 77,752 $ 80,501
=========== =========== =========== ===========
<FN>
- ------------------------
(1) Revenues are attributed to the entity recognizing the sale in the
interim statements, as it is not practical to accumulate every
customer's country of domicile on an interim basis.
(2) Property, plant and equipment and goodwill and intangibles, net of
accumulated depreciation and amortization, and net of discontinued
operations, are based on country location.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
- -------
The Company's mission is to commercialize the use of carbon fibers as
reinforcement in advanced composite materials. The Company believes it is
the lowest cost producer of carbon fibers and its sales strategy is designed
to attract significant new applications for carbon fiber reinforced
composites in automotive, infrastructure, construction, marine and other
industries. The Company believes introduction of carbon fibers to potential
end users has been generally well received and the Company is participating
in a number of ongoing development projects in these application categories.
As the Company pursues its application and market development efforts, the
Company has found the existing composite materials value chain relatively
slow to change given the requirement for radical innovation in design,
engineering and building processes as well as the reluctance to shift from
the invested base in current building materials to one based on carbon fiber
composites. Therefore, the Company has sought to accelerate the introduction
and development of carbon fiber composites across a broad range of
mass-market applications. The Company is continuing to target emerging
applications for low-cost, high-performance carbons in automobile
manufacturing, alternate energy technologies, deep sea oil drilling
applications, filament winding applications, buoyancy and fire resistant
applications.
The Company acquired a series of downstream businesses during fiscal 2000,
with the objective of accelerating the introduction and development of
carbon fibers and carbon fiber composites in low-cost, high volume
applications. The Company's strategy includes providing direct input into
the composites value chain by supplying composite engineering and design
technology, composite processing technology and the ability to create
integrated product solutions utilizing composite materials. These
acquisitions included Zoltek Materials Group and Entec Composite Machines.
Additionally, in November 1999, the Company acquired Structural Polymer
(Holdings) Ltd. ("SP Systems"), which designs and manufactures composite
materials used in large scale structures such as wind turbine blades and
marine structures. While this acquisition was consistent with the Company's
business strategy, the financial performance of this business was
unsatisfactory. Therefore, in fiscal 2000, the Company formally adopted a
plan to sell this subsidiary. In November 2000, the Company sold SP Systems
and entered into agreements that provide for various continuing
relationships, including a ten-year carbon fiber supply agreement.
In April 2000, the Company acquired a 45% preferred membership interest in
Hardcore Composites Operations LLC ("Hardcore Composites"). Hardcore
Composites designs and manufactures composite structures for the civil
infrastructure market. In the fourth quarter of fiscal 2001, the Company
formally adopted a plan to dispose of its interests in Hardcore Composites.
The Company completed the disposition of Hardcore Composites in the second
quarter of fiscal 2002.
The Company's consolidated financial statements for the second quarter and
six months ended March 31, 2002 and 2001 account for Hardcore Composites and
SP Systems as discontinued operations. Unless otherwise indicated, the
following discussion relates to the Company's continuing operations.
The Company's carbon fiber manufacturing capacity continues to be
underutilized. Carbon fiber sales have been depressed by excess capacity
across the industry, distressed pricing across most existing markets and
weakening economic conditions globally. The Company's strategy for near-term
sales increases was to rely primarily on what had been two fast-growing
commercial markets (conductive plastics used in electronic products and
sporting goods). In fiscal 2001 and continuing into fiscal 2002, the growth
in these two markets slowed dramatically. In addition, sales of carbon
fibers into commercial markets have been slower to develop than expected due
to long lead times in product development for large-scale applications. For
these reasons, the Company idled its plant in Abilene, Texas in the latter
part of fiscal 2001. Although the Abilene, Texas facility is currently idle,
the Company believes that the continued growth of the aircraft brake
business, the potential use of oxidized fiber as a fire retardant and
insulating material in consumer and automotive applications and/or the
success of any one of the large-scale applications currently being pursued
(e. g., automotive, oil field, marine, etc.) could lead to the resumption of
manufacturing at the Abilene, Texas facility.
The Company announced two new products at the 2002 JEC Composite show, held
in Paris in April: Panex 35 carbon fibers and a line of fabrics made from
this new carbon fiber. Both of these products represent successful
development efforts and the Company believes they have great potential value
for gaining new business in the long term. While the Company believes that
these products evidence the validity of its strategic initiatives in
developing the commercialization of low cost carbon fibers, it cannot
presently predict the pace at which future demand will grow or the timeframe
during which the products will begin to contribute material revenues.
9
A significant component of the Company's carbon fiber commercialization
strategy is to price carbon fibers to attract new applications and to
replace lower cost materials that have lower performance properties. In
order to make its strategy and position the business to be financially
sustainable, it has been necessary to reduce raw material (precursor) cost.
For the past four years the Company devoted substantial efforts and
investment to developing a precursor from its own acrylic fiber
manufacturing facility. Panex 35 is the result of this effort. The
properties of this fiber are significantly better than the fibers the
Company has produced in the past and should give it an advantage in
performance-critical applications. Additionally, the expertise developed
within the Company should enable it to find and develop additional sources
of precursor as the markets for carbon fiber grow.
The fabric products the Company introduced were as an extension of its BMW
development project. In order to manufacture large composite structures with
reasonable speed, the resin must be infused either by pressure or vacuum in
a die or mold where the carbon fiber fabric is placed. The line of fabrics
the Company introduced are designed to facilitate the resin infusion
process. As the automotive structural applications grow and as other
markets, such as windmills, begin to use carbon fibers, the Company expects
that its fabric products will capture significant sales.
RESULTS OF OPERATIONS
- ---------------------
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001
- -------------------------------------------------------------------------------
The Company's sales decreased 14.2% to $17.4 million in the second quarter
of fiscal 2002 from $20.3 million in the second quarter of fiscal 2001.
Carbon fiber sales decreased 17.7% ($1.4 million) to $6.6 million in the
second quarter of fiscal 2002 from $7.6 million in the second quarter of
fiscal 2001. Carbon fiber sales decreased due to worldwide excess carbon
fiber capacity that resulted in distressed pricing across existing markets.
In particular, sales declined in the compounding, buoyancy, and automotive
markets, modestly offset by increased growth in the friction market. Sales
of the composite intermediates business segment decreased by 15.5% ($.4
million) to $2.4 million in the second quarter of fiscal 2002 from $2.8
million in the second quarter of fiscal 2001. Composite intermediates sales
decreased due to increased price competition in the prepreg market,
impacting the sporting goods category. Sales of the specialty products
business segment decreased 4.8% ($0.5 million) to $9.4 million in the second
quarter of fiscal 2002 from $9.9 million in the second quarter of fiscal
2001. Sales of acrylic and other products primarily decreased as the demand
in the textile market slowed in response to weakened global economic
conditions.
Gross profit increased $7.6 million to $2.5 million in the second quarter of
fiscal 2002 from a loss of $5.1 million in the second quarter of fiscal 2001
as the results for the second quarter of 2001 include an inventory valuation
reduction of $7.5 million that the Company recorded to reflect a lower of
cost or market adjustment. This inventory value reduction was established
due to the intensified overcapacity occurring in the quarter, which caused
distressed pricing across most existing markets for carbon fibers. Without
the inventory reduction recorded last year, gross profit would have been
$2.4 million, 11.8% of sales, in first quarter of fiscal 2001 versus 13.4%
in the first quarter of fiscal 2002. Gross profit from carbon fibers
increased $8.4 million in the second quarter of fiscal year 2002 to $2.0
million compared to a loss of $6.4 million for the same period of fiscal
2001, due primarily to recording the inventory valuation reserve in the
second quarter of fiscal 2001. Gross profit on carbon fibers without the
inventory adjustment last year would have been $1.1 million, 14% of sales,
in the second quarter of fiscal 2001 compared to 30% of sales for the second
quarter of fiscal 2002, or a $0.9 million increase. Gross profit on the
composite intermediates products was a loss of $0.1 million in the second
quarter of fiscal 2002, remaining the same as the second quarter of fiscal
2001. The composite intermediates businesses continue to conduct several
development projects that generate little gross margin; such projects are
intended to develop applications for carbon fibers. Gross profit on
specialty products decreased by $0.8 million to $0.6 million in the second
quarter of fiscal 2002 compared to a gross profit of $1.4 million for the
corresponding quarter in fiscal 2001. Gross margin on specialty products
decreased to 6.3% of sales for the second quarter of fiscal 2002 compared to
14.4% of sales for the second quarter of fiscal 2001 due primarily to
increases in raw material costs that could not be passed on to customers,
and product mix.
The Company continued to incur costs related to the underutilized productive
capacity for carbon fibers at the Abilene, Texas facilities. These costs
included depreciation and other overhead associated with the unused
capacity. These costs were approximately $1.5 million during the second
quarter of fiscal 2002 and $1.6 million in the second quarter of fiscal
2001. The Company believes it is necessary to maintain available capacity to
encourage development of significant new large-scale applications. The
Company forecasts these costs to be between $5.5 and $6.0 million in fiscal
2002.
Application and development costs were $1.0 million in the second quarter of
fiscal 2002 and $0.9 million in second quarter of fiscal 2001. These costs
include product and market development efforts, product trials and sales and
product development personnel and related travel. The emerging applications
targeted included automobile manufacturing, alternate energy technologies,
deep sea oil drilling, filament winding and buoyancy.
10
Selling, general and administrative expenses decreased approximately 22.6%,
or $0.8 million, from $3.4 million in the second quarter of fiscal 2001 to
$2.6 million in the second quarter of fiscal 2002. The decrease in expense
was primarily from the composite intermediates business segment, the
specialty products business segment and the corporate headquarters, due to
cost cutting measures, including lower payroll and administrative costs.
Interest expense, at $0.4 million, was approximately the same for the second
quarter of fiscal 2002 and fiscal 2001. Interest income decreased to a
nominal amount from $0.2 million for the second quarter of fiscal 2001 due
to lower balances invested.
During the second quarter of fiscal 2002, the Company reported nominal
income tax expense compared to an income tax expense of $0.3 million in the
second quarter of fiscal 2001. The Company recorded a valuation allowance
against substantially all deferred income tax assets in fiscal 2001 that
caused the Company to recognize lower income tax expense. The Company
recognizes income taxes in the United States and Hungary based on the income
before income taxes. Included in the provision for income taxes are gross
receipts taxes charged by the Hungarian local taxing authorities, as well as
the statutory income taxes (9% Hungarian rate), which were minimal in the
second quarter of fiscal 2002 versus $.2 million in the second quarter of
fiscal 2001.
The foregoing resulted in a net loss from continuing operations of $2.9
million for the second quarter of fiscal 2002 compared to a net loss of
$11.8 million for the second quarter of fiscal 2001. Similarly, the Company
reported a net loss from continuing operations per share of $0.18 and $0.73
on a basic and diluted basis for the second quarter of fiscal 2002 and
fiscal 2001, respectively. The weighted average common shares outstanding
were 16.3 million for the second quarter of fiscal 2002 and the second
quarter of fiscal year 2001.
In the fourth quarter of fiscal 2001, the Company formally adopted a plan to
dispose of its 45% interest in Hardcore Composites and in the second quarter
of fiscal 2002, the Company completed the sale. The net gain from
discontinued operations for second quarter of fiscal 2002 included a $0.4
million loss from the results of operations and a $1.3 million gain from the
disposal of Hardcore Composites. The net loss from discontinued operations
in the second quarter of fiscal 2001 included a $0.7 million loss from the
results of operations for Hardcore Composites. The foregoing resulted in a
net gain from discontinued operations of $0.9 million in the second quarter
of fiscal 2002, or $0.06 per share on a basic and diluted basis, and a net
loss of $0.7 million in the second quarter of fiscal 2001, or $0.04 per
share on a basic and diluted basis.
The net loss for the second quarter of fiscal 2002 was $2.0 million, or
$0.12 per share on a basic and diluted basis, compared to a net loss of
$12.5 million, or $0.77 per share in the second quarter of fiscal 2001.
SIX MONTHS ENDED MARCH 31, 2002 COMPARED TO SIX MONTHS ENDED MARCH 31, 2001
- ---------------------------------------------------------------------------
The Company's sales decreased 19.4% ($8.2 million) to $34.0 million in
fiscal year 2002 from $42.2 million in fiscal year 2001. Carbon fiber sales
decreased 20.9% ($3.3 million) to $12.4 million in fiscal 2002 from $15.7
million in fiscal 2001. The carbon fiber sales decrease was due to worldwide
excess carbon fiber capacity that resulted in distressed pricing across most
existing markets. In particular, sales declined in the compounding and
buoyancy markets due to price competition, modestly offset by increased
growth in the friction market. Sales of the composite intermediates business
segment decreased by 32.6% ($2.1 million) to $4.4 million in fiscal 2002
from $6.5 million in fiscal 2001. The decrease resulted from lower volume in
the prepreg markets, particularly in the sporting goods market. Sales of the
Specialty Products business segment decreased by 11.8% to $18.2 million in
fiscal 2002 compared to $20.7 million in fiscal 2001. Sales in this segment
declined due to the decreased demand for textile materials in response to
weakened global economic conditions.
Gross profit increased to $4.4 million in fiscal 2002 from a loss of $2.4
million in the corresponding period of fiscal 2001 as the results for fiscal
2001 include an inventory valuation reduction of $7.5 million to reflect a
lower of cost or market adjustment. This inventory value reduction was
established due to the intensified overcapacity occurring in the second
quarter of fiscal 2001, which caused distressed pricing across most existing
markets for carbon fibers. Without the inventory value reduction, gross
margin would have been $5.1 million, 12.1% of sales, in the first six months
of fiscal 2001 compared to 12.7% for the first half of fiscal 2002. Gross
profit from carbon fibers increased $7.7 million in fiscal year 2002 to $2.8
million from a $4.9 million loss for the fiscal year 2001. Gross margin on
carbon fibers increased to 23.3% of sales for fiscal 2002 compared to
(32.6)% of sales for the same period of fiscal 2001, due primarily to the
inventory value reduction recorded in fiscal 2001. Without the inventory
valuation reduction, gross margin on carbon fibers would have been $2.6
million, 17.6% of sales, in the first six months of fiscal 2001. Gross
profit on composite intermediates was a $0.1 million loss in the fiscal 2002
period compared to breakeven in the fiscal 2001 period. These downstream
businesses participate in development projects that generate little gross
margin at current volume levels and that develop applications for carbon
fibers. Gross profit on specialty products decreased 34.1% or $0.9 million
from $2.5 million in fiscal 2001 to $1.6 million in fiscal 2002. Gross
margin on specialty products decreased to 9.1% of sales for fiscal 2002
compared to 12.1% of sales for fiscal 2001 due primarily to price decreases
and product mix.
11
The Company continued to incur costs related to the underutilized productive
capacity for carbon fibers at the Abilene, Texas facilities. These costs
included depreciation and other overhead associated with the unused
capacity. These costs, which were separately identified on the income
statement, were approximately $3.2 million during the first six months of
fiscal 2002 and $3.1 million in the first six months of fiscal 2001. The
Company believes it is necessary to maintain available capacity to encourage
development of significant new large-scale applications and anticipates
costs associated with the available capacity will continue during fiscal
2002.
Application and development costs were $2.0 million in the first six months
of fiscal 2002 and $1.9 million in same period of fiscal 2001. These costs
include product and market development efforts, product trials and sales and
product development personnel and related travel. The emerging applications
targeted included automobile manufacturing, alternate energy technologies,
deep sea oil drilling, filament winding and buoyancy.
Selling, general and administrative expenses decreased approximately 24.6%,
or $1.6 million, from $6.7 million in the first six months of fiscal 2001 to
$5.0 million in first six months of fiscal 2002. The decrease in expense was
primarily from the composite intermediates business segment, the specialty
products business segments and the corporate headquarters, due to cost
cutting measures, including lower payroll and administrative costs.
Interest expense was approximately $.8 million for fiscal 2002 compared to
$1.2 million in the corresponding period of fiscal year 2001. The decrease
in interest expense resulted from lower borrowings related to the reduced
levels of capital expenditures and improved working capital management.
Interest income decreased to a nominal amount from $0.5 million for the
first six months of fiscal 2002 due to lower balances invested.
During the fiscal 2002 period, the Company reported a nominal income tax
expense compared to an income tax benefit of $0.7 million in fiscal 2001.
The Company recorded a valuation allowance against substantially all
deferred income tax assets in fiscal 2001 that caused the Company to
recognize a lower income tax benefit. The Company recognizes income taxes in
the United States and Hungary based on the income before income taxes.
Included in the provision for income taxes are gross receipts taxes charged
by the Hungarian local taxing authorities, as well as the statutory income
taxes (9% Hungarian rate), which were $0.2 million in each of the first six
months of fiscal year 2002 and 2001.
The foregoing resulted in a net loss from continuing operations of $6.6
million for the first six months of fiscal 2002 compared to a net loss of
$14.1 million for the corresponding period of fiscal 2001. Similarly, the
Company reported net loss from continuing operations per share of $0.41 and
$0.84 on a basic and diluted basis for the first six months of fiscal 2002
and fiscal 2001, respectively. The weighted average common shares
outstanding decreased to 16.3 million for the first six months of fiscal
year 2002 from 16.7 million for the first six months of fiscal year 2001.
The net gain from discontinued operations for the first six months of fiscal
2002 included a $1.0 million loss from the results of operations and a $1.3
million gain from the disposal of Hardcore Composites. The net loss from
discontinued operations in the first six months of fiscal 2001 included a
$0.9 million loss from the results of operations of Hardcore Composites and
a $1.8 million loss from the disposal of SP Systems. The foregoing resulted
in a net gain from discontinued operations of $0.3 million in the first six
months of fiscal 2002, or $0.02 per share on a basic and diluted basis, and
a net loss of $2.7 million in the first six months of fiscal 2001, or $0.16
per share on a basic and diluted basis.
The net loss for the first half of fiscal 2002 was $6.4 million, or $0.39
per share on a basic and diluted basis, compared to a net loss of $16.8
million, or $1.00 per share in the year to date period of fiscal 2001.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company reported working capital (excluding discontinued operations) of
$21.8 million at March 31, 2002 compared to working capital of $22.9 million
at September 30, 2001. The decrease in working capital from September 30,
2001 to March 31, 2002 was primarily due to decreased accounts receivable,
as a result of lower sales volume. The Company's continuing operations used
$2.2 million of cash during fiscal 2002 versus $1.3 million in fiscal 2001.
The Company has taken steps to decrease carbon fiber inventories,
rationalize its work force to reflect current and near-term demand and to
significantly reduce operating expenses during fiscal 2002. The Company also
is actively taking steps to reduce the level of operating losses incurred by
the composite intermediates business segment. At March 31, 2002, the Company
reported cash and cash equivalents of $1.1 million and had available $2.5
million of unused borrowings under its credit facilities ($1.2 million
available from Southwest Bank for its U.S. based subsidiaries and $1.3
million available from Raiffeisen Bank Rt. for its Hungarian subsidiary).
For the balance of fiscal 2002, the Company will seek to fund its continuing
operations from borrowings, including seeking additional sources of
liquidity, and managing its working capital.
12
Current maturities of long-term debt at March 31, 2002 included a $0.5
million payment due on the U.S. term loan in May 2002, a $1.0 million
obligation due to the former owners of Hardcore (see Note 3 to the
accompanying unaudited financial statements), plus approximately $0.6
million related to various mortgages.
In May 2001, the Company entered into a two-year credit facility with
Southwest Bank of St. Louis (Southwest Bank) in the amount of $14.0 million,
structured as a term loan in the amount of $4.0 million and a revolving
credit loan in the amount of $10.0 million. Borrowings under the facility
are based on a formula of eligible accounts receivable and eligible
inventory of the Company and its U.S. based subsidiaries. The loan agreement
contains financial covenants related to borrowings, working capital, debt
coverage, current ratio, inventory turn ratio, and capital expenditures. In
December 2001, the Company amended the credit agreement with Southwest Bank
to waive and modify certain financial covenants for fiscal 2002. In
consideration for the waiver and modifications, the Company paid a one-time
fee of $25,000 and the interest rate was adjusted to the prime rate plus
0.25%. At March 31, 2002, the Company was in compliance with all financial
covenants requirements included in the credit facility agreement as amended.
The Company currently anticipates that as of June 30, 2002 and September 30,
2002, the Company will not be in compliance with certain financial covenants
under its credit agreement with Southwest Bank. The Company intends to seek
appropriate waivers or amendments of such covenants.
In May 2001, the Company's Hungarian subsidiary entered into an expanded
credit facility (to $12.0 million from $6.0 million) with Raiffeisen Bank
Rt. The facility consists of a $6.0 million bank guarantee and factoring
facility, a $4.0 million capital investment facility and a $2.0 million
working capital facility.
The Company believes its financial position has been improved as a result of
recent operating cost reductions (including the rationalization of its work
force and the reduction of operating expenses), the disposal of SP Systems
and Hardcore Composites and the steps taken to reduce the level of operating
losses at its composite intermediates business segment. Management believes
that the Company's financial resources remain adequate to support the
execution of its strategic plans. However, failure to comply with its
obligations under its existing credit facilities, or obtain appropriate
waivers or amendments, manage costs, and increase carbon fiber sales on a
timely basis would have a material adverse effect on the Company's results
of operations and financial condition. Management will seek to fund its
continuing operations from borrowings (including seeking additional sources
of liquidity) and to continue to closely manage its working capital. The
Company's objective is to operate the continuing business on a cash neutral
basis by the end of fiscal 2002.
Historically, cash used in investing activities has been expended for
equipment additions and the expansion of the Company's carbon fibers
production capacity. In the first six months of fiscal 2002, the Company
made capital expenditures of $1.1 million for various projects compared to
$3.0 million during the same period of fiscal 2001. These expenditures were
financed principally with cash from borrowings. The Company expects capital
expenditures to approximate $1.5 million in fiscal 2002.
Since the beginning of fiscal 1994, the Company has obtained long-term
financing utilizing its equity in its real estate properties. These loans
are non-recourse loans for the Company's headquarters, St. Charles
manufacturing facility and Salt Lake City facility. Based on the interest
rates and the nature of the loans, the Company plans to repay these loans in
accordance with their stated long-term amortization schedules.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changes in interest rates primarily as a result of
borrowing activities under its credit facility. The nature and amount of the
Company's debt may vary as a result of future business requirements, market
conditions and other factors. The extent of the Company's interest rate risk
is not quantifiable or predictable because of the variability of future
interest rates and business financing requirements, but the Company does not
believe such risk is material. At March 31, 2002, the Company did not have
any interest rate swap agreements outstanding. However, a one percent
increase in the weighted average interest rate of the Company's debt for
fiscal 2002 compared to fiscal 2001 would result in a $0.3 million increase
in interest expense based on the debt levels at March 31, 2002 excluding
discontinued operations.
* * *
The forward-looking statements contained in this report are inherently
subject to risks and uncertainties. The Company's actual results could
differ materially from those in the forward-looking statements. Potential
risks and uncertainties consist of a number of factors, including the
Company's ability to return to operating on a profitable basis, comply with
its obligations under its credit agreements, manage its excess carbon fiber
production capacity and inventory levels, continue investing in application
and market development, manufacture low-cost carbon fibers and profitably
market them at decreasing price points and penetrate existing, identified
and emerging markets, as well as other matters discussed herein.
13
ZOLTEK COMPANIES, INC.
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The registrant's annual meeting of shareholders was held
February 28, 2002. At such meeting, the shareholders considered and
voted upon the following:
1. Zsolt Rumy and Charles A. Dill were reelected as directors of
the registrant, with the results of the voting as follows:
Votes For Votes Withheld Abstain
--------- -------------- -------
Zsolt Rumy 15,081,063 25,398 165,251
Charles A. Dill 15,098,958 7,503 165,251
The terms of the following directors of the registrant
continued after the meeting: Linn H. Bealke, James W. Betts,
John L. Kardos and John F. McDonnell.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
No Exhibits.
(b) Reports on Form 8-K: No reports on Form 8-K were
filed during the three months ended March 31, 2002.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Zoltek Companies, Inc.
(Registrant)
Date: May 15, 2002 By: /s/ JAMES F. WHALEN
------------ ----------------------------------
James F. Whalen
Chief Financial Officer
14