ELAMEX SA DE CV
10-Q, 2000-11-13
ELECTRONIC COMPONENTS & ACCESSORIES
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================================================================================

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ----------------------------------------

(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
      For the quarterly period ended: September 29, 2000
                                      ------------------

                                       OR

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
      For the transition period from __________________ to _______________

      Commission file number: 0-27992

                                   ELAMEX, S.A. de C.V.
                  (Exact name of registrant as specified in its charter)

                 Mexico                                     Not Applicable
    (State or other jurisdiction of                       (I.R.S. employer
     incorporation or organization)                     identification number)

           Avenida Insurgentes No. 4145-B Ote.
               Cd. Juarez, Chihuahua  Mexico                    C.P. 32340
           (Address of principal executive offices)             (Zip code)

                                 (915) 774-8252
               Registrant's telephone number, including area code
                                in El Paso, Texas

      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 |_|

      The number of shares of Class I Common Stock, no par value of the
Registrant outstanding as of November 13, 2000 was:

                                    6,866,100
<PAGE>

================================================================================

                      ELAMEX, S.A. DE C.V. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                        Page No.

PART I.  FINANCIAL INFORMATION

      Item 1. Financial Statements

      Consolidated Condensed Balance Sheets as of September 29, 2000 and
      December 31, 1999 (unaudited) ...........................................1

      Consolidated Condensed Statements of Earnings for the thirty-nine and
      thirteen weeks ended September 29, 2000 and October 1, 1999 (unaudited)..2

      Consolidated Condensed Statements of Cash Flows for the thirty-nine weeks
      ended September 29, 2000 and October 1, 1999 (unaudited).................3

      Notes to Consolidated Condensed Financial Statements (unaudited) ........4

      Item 2. Management's Discussion and Analysis of Financial
              Condition and Results of Operations..............................6

      Item 3. Qualitative and Quantitative Disclosures About Market Risk ......9

PART II. OTHER INFORMATION

      Item 1. Legal Proceedings...............................................10

      Item 2. Changes in Securities and use of proceeds.......................10

      Item 3. Defaults upon Senior Securities.................................10

      Item 4. Submission of Matters to a Vote of Security Holders.............10

      Item 5. Other Information...............................................10

      Item 6. Exhibits and Reports on Form 8-K................................10

SIGNATURES ...................................................................11
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

                      ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                      Consolidated Condensed Balance Sheets
                               (In U. S. Dollars)
                                   (Unaudited)

                                               September 29,     December 31,
                                                   2000              1999
                                             -----------------  ---------------
Assets
Current assets:
    Cash and cash equivalents                $      34,027,751  $     7,164,115
    Receivables
       Trade accounts, net                          24,125,271       30,757,105
       Other receivables                             9,588,822        2,371,984
                                             -----------------  ---------------
      Total receivables                             33,714,093       33,129,089

    Inventories, net                                 7,366,601       21,211,814
    Refundable income taxes                          1,607,238        1,084,992
    Prepaid expenses                                 2,797,262        1,294,200
                                             -----------------  ---------------
      Total current assets                          79,512,945       63,884,210

Property, plant and equipment, net                  51,347,931       52,874,539
Goodwill                                             9,577,801        9,948,662
Other assets, net                                      431,858          516,582
                                             -----------------  ---------------
                                             $     140,870,535  $   127,223,993
                                             =================  ===============

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable                         $      18,192,394  $    19,807,188
    Accrued expenses                                 9,056,387        5,235,091
    Notes payable and current portion of
       long-term debt                               12,411,004        4,364,289
    Taxes payable                                    2,285,202          606,092
    Deferred income taxes, net                          53,334        4,991,335
                                             -----------------  ---------------
      Total current liabilities                     41,998,321       35,003,995

Long-term debt, excluding current portion           17,060,504       26,454,901
Other liabilities                                      153,539          208,412
Deferred income taxes, net                           1,202,341          451,484
                                             -----------------  ---------------
      Total liabilities                             60,414,705       62,118,792

Minority Interest                                     (518,861)       1,677,446

Commitments and contingencies                               --               --

Stockholders' equity:
    Common stock, 22,400,000 authorized,
       7,400,000 shares issued and 6,866,100
       outstanding.                                 35,060,468       35,060,468
    Retained earnings                               48,432,355       30,885,419
    Treasury stock                                  (2,518,132)      (2,518,132)
                                             -----------------  ---------------

      Total stockholders' equity                    80,974,691       63,427,755
                                             -----------------  ---------------
                                             $     140,870,535  $   127,223,993
                                             =================  ===============

See accompanying notes to unaudited consolidated condensed financial statements.


                                       1
<PAGE>

                      ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                  Consolidated Condensed Statements of Earnings
                               (In U. S. Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          13 Weeks ended                          39 Weeks ended
                                              --------------------------------------   --------------------------------------
                                                September 29, 2000  October 1, 1999    September 29, 2000   October 1, 1999
                                                ------------------  ---------------    ------------------   ---------------
<S>                                                <C>                <C>                <C>                 <C>
Net sales                                          $ 36,677,446       $ 48,456,405       $ 134,696,519       $ 112,152,388
Cost of sales                                        37,734,311         44,232,229         131,861,567         101,549,960
                                                   ------------       ------------       -------------       -------------
        Gross profit                                 (1,056,865)         4,224,176           2,834,952          10,602,428
                                                   ------------       ------------       -------------       -------------
Operating expenses:
     General and administrative                       2,860,707          3,122,526           9,957,095           6,996,282
     Selling                                            464,995            466,642           1,457,153           1,386,717
     Research and development                                --            224,512                  --           1,227,657
                                                   ------------       ------------       -------------       -------------

        Total operating expenses                      3,325,702          3,813,680          11,414,248           9,610,656
                                                   ------------       ------------       -------------       -------------
        Operating (loss) income                      (4,382,567)           410,496          (8,579,296)            991,772
                                                   ------------       ------------       -------------       -------------
Other income (expense):
     Interest income                                    729,321             88,686           1,292,310             580,342
     Interest expense                                  (529,449)          (516,914)         (2,192,400)           (726,711)
     Other, net                                       1,342,712           (147,605)          2,241,310             370,419
     Gain on sale of EMS operations                          --                 --          20,535,390                  --
                                                   ------------       ------------       -------------       -------------

        Total other income (expense)                  1,542,584           (575,833)         21,876,610             224,050
                                                   ------------       ------------       -------------       -------------
        (Loss) income before income taxes and
          minority interest                          (2,839,983)          (165,337)         13,297,314           1,215,822
     Income tax (benefit) provision                    (623,174)            16,125          (2,053,315)            542,000
                                                   ------------       ------------       -------------       -------------
     (Loss) income before minority interest          (2,216,809)          (181,462)         15,350,629             673,822
     Minority interest                                1,259,226            524,598           2,196,307             925,931
                                                   ------------       ------------       -------------       -------------
        Net (loss) income                          $   (957,583)      $    343,136       $  17,546,936       $   1,599,753
                                                   ============       ============       =============       =============
     Basic and diluted (loss) income per
       common share                                $      (0.14)      $       0.05       $        2.56       $        0.23
     Weighted average shares outstanding              6,866,100          6,866,100           6,866,100           6,866,100
                                                   ============       ============       =============       =============
</TABLE>

See accompanying notes to unaudited consolidated condensed financial statements


                                       2
<PAGE>


                            ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                       Consolidated Condensed Statements of Cash Flows
                                      (In U. S. Dollars)
                                         (Unaudited)

<TABLE>
<CAPTION>
                                                                39 Weeks ended
                                                          -----------------------------
                                                          September 29,     October 1,
                                                              2000             1999
                                                          ------------     ------------
<S>                                                       <C>              <C>
Cash flows from operating activities:
   Net income                                             $ 17,546,936     $  1,599,753
   Adjustments to reconcile net income to net cash
     used in operating activities:
    Depreciation and amortization                            3,779,262        4,025,209
    Gain on sale of EMS Operations                         (20,535,390)              --
    Minority interest in loss of consolidated
      subsidiaries                                          (2,196,307)        (930,035)
    Deferred income tax benefit                             (4,187,144)      (2,411,270)
    Loss on sale of equipment                                                   158,275
      Change in operating assets and liabilities:
      Trade accounts receivable                             (3,490,234)      (2,677,858)
      Other receivables                                     (7,395,049)        (492,462)
      Inventories                                              618,974       (2,101,089)
      Refundable income taxes                                 (522,246)              --
      Prepaid expenses                                      (1,604,466)        (508,384)
      Other assets                                             385,110          376,552
      Accounts payable                                       3,737,910         (111,839)
      Accrued expenses                                       3,603,172        2,955,866
      Taxes payable                                          1,679,110               --
      Other liabilities                                        (54,873)          93,834
                                                          ------------     ------------
              Net cash used in operating activities
                                                            (8,635,235)         (23,448)
                                                          ------------     ------------
Cash flows from investing activities:
    Purchase of property, plant and equipment              (14,617,667)      (5,771,358)
    Proceeds from sale of equipment                                 --          152,971
    Business acquisition, net of cash acquired                      --      (19,852,562)
    Advances to related party                                6,218,141
    Proceeds from sale of subsidiaries                      51,146,867               --
                                                          ------------     ------------
              Net cash provided by (used in) investing
      activities                                            36,529,200      (19,252,808)
                                                          ------------     ------------
Cash flows from financing activities:
    Net increase in  notes payable                           8,478,068       18,378,810
    Repayment of long-term debt                             (9,394,397)        (287,955)
    Principal repayments of capital lease obligations         (114,000)        (367,997)
    Minority interest contribution                                  --          236,466
                                                          ------------     ------------
              Net cash provided by (used in) financing
      activities                                            (1,030,329)      17,959,324
                                                          ------------     ------------

Net  increase (decrease) in cash and cash equivalents       26,863,636       (1,316,932)

Cash and cash equivalents, beginning of period               7,164,115        5,697,035
                                                          ------------     ------------

Cash and cash equivalents, end of period                  $ 34,027,751     $  4,380,103
                                                          ============     ============
</TABLE>

See accompanying notes to unaudited consolidated condensed financial statements.


                                       3
<PAGE>

Notes to Consolidated Condensed Financial Statements (Unaudited)

(1) General

      The accompanying consolidated condensed financial statements of Elamex,
S.A. de C.V., and subsidiaries ("Elamex" or the "Company") are unaudited and
certain information and footnote disclosures normally included in the annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to the rules
and regulations of the Securities and Exchange Commission. While the management
of the Company believes that the disclosures presented are adequate to make the
information presented not misleading, interim consolidated, condensed financial
statements should be read in conjunction with the consolidated financial
statements and notes included in the Company's 1999 annual report on Form 10-K.

      In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting solely of
normal recurring adjustments) necessary for a fair presentation of the financial
position as of September 29, 2000, the results of operations for the thirty-nine
and thirteen week periods ended September 29, 2000 and October 1, 1999 and
cashflows for the thirty-nine weeks ended September 29, 2000 and October 1,
1999. The consolidated condensed balance sheet as of December 31, 1999 is
derived from the December 31, 1999 audited consolidated financial statements.
The results of operations for the thirty-nine and thirteen weeks ended September
29, 2000 are not necessarily indicative of the results to be expected for the
entire year.

(2) Gain on Disposition of EMS Operations

Effective May 23, 2000 the Company sold its contract electronics manufacturing
services (EMS) operations, for cash proceeds of approximately $51.2 million and
realized a pre-tax gain of $20.5 million. The EMS Oprations had revenues of
approximately $26.8 million through May 23, 2000, which represented 20% of
consolidated revenues of the Company for the thirty-nine weeks ended September
29, 2000.

(3) Inventories

      Inventories consist of the following:

                                                   September 29,   December 31,
                                                       2000           1999
                                                    (Thousands)    (Thousands)
                                                    -----------  --------------

Raw materials                                        $  5,637       $ 16,550
Work-in-process                                           783          1,510
Finished goods                                          1,043          4,206
                                                     --------       --------
                                                        7,463         22,266

Reserve for excess and obsolete inventory                 (96)        (1,054)
                                                     --------       --------

                                                     $  7,367       $ 21,212
                                                     ========       ========

(3) Foreign Currency Translation

      Included in "other, net" on the accompanying consolidated condensed
statements of earnings are foreign exchange gains of $206,660 and $110,620 for
the thirteen and thirty-nine weeks ended September 29, 2000 respectively and
$3,043 and $27,984 for the thirteen and thirty-nine weeks ended October 1, 1999
respectively.


                                       4
<PAGE>

Assets and liabilities denominated in pesos are summarized as follows in U. S.
dollars:

                                                   September 29,    December 31,
                                                        2000            1999
                                                    -----------     -----------

                Cash and cash equivalents           $   575,627     $   121,077
                Other receivables                     2,052,869       1,917,023
                Prepaid expenses                      3,685,865       4,489,299
                Other assets, net                        87,870         598,237
                Accounts payable                     (1,271,026)     (1,828,987)
                Accrued expenses and other
                  liabilities                        (6,184,307)     (7,215,736)
                                                    -----------     -----------

                Net non-U.S. currency position      $(1,053,102)    $(1,919,087)
                                                    ===========     ===========

(4) Income Taxes

      The Company has applied Statement of Financial Accounting Standards (SFAS)
No. 109, Accounting for Income Taxes. Under SFAS No.109, deferred tax assets and
liabilities are recognized for the future tax consequences of temporary
differences between the financial carrying amounts of assets and liabilities and
their respective tax bases. Deferred tax assets are also recognized for the
estimated future effects of tax loss carryforwards. Deferred tax assets are
reduced by any tax benefit, the realization of which is not considered to be
more likely than not.

      In accordance with SFAS No.109, the Company has calculated taxes based on
its operations subject to tax in Mexico as well as its operations subject to tax
in the U.S., resulting in an overall effective tax rate for the thirty-nine
weeks ended September 29, 2000 of a benefit of approximately 15%. The primary
differences between the overall effective tax rate and the statutory rates of
35% for both Mexico and the U.S. are bases differences in the net assets of the
EMS operations disposed of in the second quarter ended June 30, 2000, currency
and inflationary gains and losses in Mexico and non-deductible Goodwill in the
U.S. In addition, the Company has established a valuation allowance to offset
the tax benefit associated with certain asset tax carryforwards of individual
Mexican subsidiaries and Qualcore's tax loss carryforwards, as realization of
those benefits are not considered more likely than not at this time.

(5) Earnings per Share

      Basic and diluted income per common share ("EPS") for the thirteen and
thirty-nine week periods ended September 29, 2000 and October 01, 1999 were
calculated using the weighted average number of common shares outstanding. The
weighted average number of common shares outstanding for the thirteen and
thirty-nine weeks ended September 29, 2000 and October 1, 1999 were 6,866,100.
The Company has no dilutive securities.

(6) New Accounting Pronouncements

      In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities which is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
Given the Company's current operations and policies, management believes that
the adoption of SFAS 133, as amended, will not have a material impact on the
financial statements of the Company.

      In December 1999, the Security and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue recognition in Financial Statements" (SAB
101). SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements
SAB 101, as amended, is effective beginning in the fourth quarter of 2000,
Management currently believes that this new pronouncement should not have any
material effect on the Company's consolidated financial statements.


                                       5
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

General

The following table sets forth statements of earnings data as a percentage of
net sales, derived from the consolidated condensed financial statements included
elsewhere herein, for each period presented, unless otherwise indicated.

                             Percentage of Net Sales

<TABLE>
<CAPTION>
                                                 Thirteen weeks ended                  Thirty-nine weeks ended
                                       September 29, 2000   October 01, 1999   September 29, 2000   October 01, 1999
<S>                                                 <C>                 <C>                  <C>               <C>
Net sales ..............................              100%               100%                 100%              100%
Cost of sales ..........................            102.9               91.3                 97.9              90.5
Gross  profit ..........................             (2.9)               8.7                  2.1               9.5
Selling, general and administrative ....
  expenses .............................              9.1                7.4                  8.5               7.4
Research and development ...............               --                0.5                   --               1.1
Operating (loss) income ................            (11.9)               0.8                 (6.4)              0.9
Other income (expense) .................              4.2               (1.2)                16.2               0.2
(Loss) income before income taxes and ..
  minority interest ....................             (7.7)              (0.3)                 9.9               1.1
Income tax (benefit) provision .........             (1.7)                --                 (1.5)              0.5
(Loss) income before minority interest .             (6.0)              (0.4)                11.4               0.6
Minority interest ......................              3.4                1.1                  1.6               0.8
Net (loss) income ......................             (2.6)%              0.7%                13.0%              1.4%
</TABLE>

Net sales

      Net sales for the thirteen weeks ended September 29, 2000 decreased 24% to
$36.7 million from $48.5 million for the comparable period in 1999. Net sales
for the thirty-nine weeks ended September 29, 2000 increased 20% to $134.7
million from $112.2 million for the comparable period in 1999. The decrease in
sales during the third quarter was primarily attributable to the sale of EMS
operations during the second quarter of 2000. The increase in sales during the
39 weeks ended September 29, 2000 is primarily due to the acquisition of
Precision, Tool and Die operation, which was acquired in the 3rd Quarter of 1999
and to growth in sales in our Plastics and metal stamping operations, partially
offset by the sale of the EMS operations in May 2000.

Gross profit

      For the thirteen weeks ended September 29, 2000, Elamex generated a gross
margin deficit of $1.1 million which represents a $5.3 million decrease compared
to $ 4. 2 million gross profit for the comparable period in 1999. The following
three primary factors negatively impacted Elamex's gross profit: The sale of EMS
which contributed $2.2 million to gross profit in the third quarter of 1999;
operating inefficiencies in our Qualcore, joint venture with GE, and increases
in labor costs in our other operating units. For the thirty-nine weeks ended
September 29, 2000, we had a decrease in gross profit of 73% to $2.8 million
from $10.6 million for the comparable period in 1999. This decrease in gross
margin was primarily due to the operating inefficiencies in Qualcore that also
resulted in unfavorable adjustments to the first and second quarters of 2000.
The decrease is also attributable to an increase in peso denominated labor costs
of 13% in the first quarter of this year; a higher cost of sales associated with
Precision's higher material content; and an upward revaluation of the Mexican
peso against the U.S. dollar resulting in higher dollar equivalent costs of peso
denominated non-labor expenses.

Selling, general and administrative and research and development expenses

      Operating Expenses decreased 12.8% to $3.3 million for the thirteen weeks
ended September 29, 2000, compared to $3.8 million for the same period of the
prior year. Operating Expenses increased 18.8% to $11.4 million for the
thirty-nine weeks ended September 29, 2000, compared to $9.6 million for the
same period of the prior year. The decrease in third


                                       6
<PAGE>

quarter is primarily due to a decrease in general and administrative expenses of
$0.3 million as a result of the sale of EMS operations and a decrease of $0.2
million in research and development due to the sale of Optimag in the third
quarter 1999. The increase in the thirty-nine weeks was primarily due to a non
recurring severance, personnel and management costs directly resulting from the
sale of the EMS operations, the consolidation of our Precision operations and
peso denominated cost increases with no offsetting effect in the exchange rate.
The increase in operating expenses was partially offset by a decrease in R&D
expenses related to the Optimag operation sold in October of the prior year.

Other income (expense)

      Other income for the thirteen weeks ended September 29, 2000 was $1.5
million and a loss of $0.6 million for the thirteen weeks ended October 1, 1999.
Other income for the thirty-nine weeks ended September 29, 2000 was $21.9
million and $0.2 for the thirty-nine weeks ended October 1, 1999. The increase
of other income in the third quarter was the result of additional income from
the EMS sale of $0.6 million; $0.3 million of Optimag earnout and additional
interest income of $0.6 million generated from increased cash investments. The
increase of other income during the thirty-nine weeks ended September 29, 2000
was primarily due to the gain of $20.5 million as a result of the sale of the
EMS operations. Additionally during the first quarter of 2000, Elamex recognized
a gain on the sale of securities of $445 thousand.

Income taxes

      Income tax provision decreased to a benefit of $0.6 million for the
thirteen weeks ended September 29, 2000 from a provision of $16 thousand for the
thirteen weeks ended October 1, 1999. Income tax provision decreased to a
benefit of $2 million for the thirty-nine weeks ended September 29, 2000 from a
provision of $0.9 million for the thirty-nine weeks ended October 1, 1999. The
reduction in tax provision is due primarily to a basis difference in the net
assets of the EMS operations disposed of in the quarter ended June 30, 2000.

Net income (loss)

      Net loss for the thirteen weeks ended September 29, 2000 was $1.0 million
compared to a gain of $0.3 million for the thirteen weeks ended October 1, 1999.
Net income for the thirty-nine weeks ended September 29, 2000 was $17.5 million
and $1.6 million for the thirty-nine weeks ended October 1, 1999. Basic and
diluted net loss per common share for the thirteen weeks ended September 29,
2000 was $0.14 compared to a gain of $0.05 for the thirteen weeks ended October
1, 1999. Basic and diluted net income per common share for the thirty-nine weeks
ended September 29, 2000 was $2.56 and $0.23 for the thirty-nine weeks ended
October 1, 1999. At the end of the quarter, weighted average shares outstanding
were 6,866,100, which is equal to weighted average shares outstanding for the
same period in 1999.

Liquidity and Capital Resources

      The Company's working capital (defined as current assets minus current
liabilities) as of September 29, 2000 increased by $8.6 million from December
31, 1999. The income is primarily due to an increase in cash of $27 million, a
decrease of current deferred income tax liabilities of $4.9 million and a
decrease in accounts payable of $1.6, partially offset by a decrease in
inventories of $13.8 million, an increase in accrued liabilities of $3.9 million
and an increase in notes payable and current portion of long term debt of $8
million.

      The increase in cash of $27 million was primarily due to the proceeds from
the sale of the EMS operations, a portion of the proceeds was used to pay out
the balance of a revolving credit facility that had been used to fund the
acquisition of our Kentucky operation. The remainder will be used to increase
our market share in our custom component manufacturing operations such as metal
stamping and plastics injection molding and our shelter services through
acquisitions and green field investments.

      Under its several credit agreements, the Company has committed to maintain
certain financial covenants. While these ratios are to be maintained throughout
the year, it is noted that as of the end of the quarter ended September 2000,
management believes the Company was in compliance with the financial ratios
except for liquidity ratios and leverage ratios for Qualcore, the Company's
joint venture with General Electric in Cd. Juarez as a result of the operating
problems in Qualcore. Qualcore's banks have been advised of these operating
problems and that Qualcore is not in compliance with some of the financial ratio
covenants. The financial institutions have not given notice to date as required
for events of default.


                                       7
<PAGE>

Management believes it is taking the appropriate actions to the financial
institutions' satisfaction and Qualcore will be back into compliance with its
financial covenants.

      During the first three quarters of 2000, the Company invested $14.6
million in property, plant & equipment. These investments were primarily to
complete the new Qualcore facility in Celaya at a cost of $8 million, also to
install a new 1100 metric ton press and powder paint line in our Kentucky
operation at a cost of $4.4 million, leasehold improvements to our recently
completed Las Torres plant for $800 thousand, and investment of $1 million in
machinery and equipment in our Qualcore operations in Mexico.


                                       8
<PAGE>

Forward Looking Comments

      This Form 10-Q includes forward-looking statements that involve risks and
uncertainties, including, but not limited to, risks associated with the
Company's future growth and profitability, the ability of the Company to
continue to increase sales to existing customers and to new customers and the
effects of competitive and general economic conditions.

      There can be no assurance that the Company's principal customers will
continue to purchase products and services from the Company at current levels,
if at all, and the loss of one or more major customers could have a material
adverse effect on the Company's results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

      The Company has financial instruments that involve market risks and
uncertainties. For information regarding the Company's exposure to market risks,
see Item 7A of the Company's Form 10-K.


                                       9
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal proceedings

      Not applicable.

Item 2. Changes in Securities and Use of Proceeds

      Not applicable.

Item 3. Defaults Upon Senior Securities

      Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of Security Holders during the period
      covered by this report.

Item 5. Other Information

      Elamex, S.A. de C.V. intends to provide periodic reports pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder. It expects that its annual reports will be filed on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, or
equivalent forms, following the customary time deadlines therefor; but, as a
foreign private issuer, it is entitled to report on Form 20-F and Form 6-K and
it hereby reserves all of its rights to use such forms or their equivalent as
permitted for such an issuer under applicable laws, rules and regulations.

Item 6. Exhibits and Reports on Form 8-K.

      (a) Exhibits

     Exhibit
      Number                                         Description

        3       Estatutos Sociales (By-Laws) of the Registrant (including
                English translation).*

*Filed as an exhibit to the Company's Registration Statement on Form S-1, file
No. 333-01768

      27        Financial Data Schedule

      (b)       Reports on Form 8-K

                The Company filed no reports on Form 8-K during the quarter
ended September 29, 2000.


                                       10
<PAGE>

                                   SIGNATURES

        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, in Ciudad Juarez, Chihuahua, Mexico.

                                              ELAMEX, S.A. de C.V.

Date: November 13, 2000
                                        By: /s/ Hector M. Raynal
                                           -------------------------------------
                                           President and Chief Executive Officer
                                           (Duly Authorized Officer)


Date: November 13, 2000                 By: /s/ Daniel L. Johnson
                                            ------------------------------------
                                            Vice-President of Finance and
                                            Chief Financial Officer



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