<PAGE> 1
- --------------------------------------------------------------------------------
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------------------
METALLURG HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 23-2967577
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
800 THE SAFEGUARD BUILDING 19087
435 DEVON PARK DRIVE, WAYNE, PENNSYLVANIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 293-0838
------------------------
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 by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]
There are no common equity securities of the registrant outstanding. At
December 10, 1999, the outstanding capital of Metallurg Holdings, Inc. was
comprised of 5,202.335 shares of Series A Voting Convertible Preferred Stock and
4,524 shares of Series B Non-Voting Preferred Stock, $.01 par value.
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<PAGE> 2
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Part I. FINANCIAL INFORMATION:
Item 1 -- Financial Statements (Unaudited)
Condensed Statements of Consolidated Operations of
Metallurg Holdings, Inc. for the Quarter and the Three
Quarters Ended October 31, 1999, the Quarter Ended
October 31, 1998 and for the Period June 10, 1998
(inception) to October 31, 1998....................... 3
Condensed Statements of Consolidated Operations of
Metallurg, Inc. for the Quarter and the Three Quarters
Ended October 31, 1999 and 1998....................... 4
Condensed Consolidated Balance Sheets of Metallurg
Holdings, Inc. at October 31, 1999 and January 31,
1999.................................................. 5
Condensed Consolidated Balance Sheets of Metallurg,
Inc. at October 31, 1999 and January 31, 1999......... 6
Condensed Statements of Consolidated Cash Flows of
Metallurg Holdings, Inc. for the Three Quarters Ended
October 31, 1999 and for the Period June 10, 1998
(inception) to October 31, 1998....................... 7
Condensed Statements of Consolidated Cash Flows of
Metallurg, Inc. for the Three Quarters Ended October
31, 1999 and 1998..................................... 8
Notes to Condensed Unaudited Consolidated Financial
Statements............................................ 9 - 17
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 18 - 25
Item 3 -- Quantitative and Qualitative Disclosure of
Market Risk............................................ 25
Part II. OTHER INFORMATION:
Item 6.(a) EXHIBITS....................................... 26
Item 6.(b) REPORT ON FORM 8-K............................. 26
Signature Page............................................ 27
</TABLE>
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 -- FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE PERIOD
QUARTER ENDED THREE JUNE 10, 1998
OCTOBER 31, QUARTERS ENDED (INCEPTION) TO
------------------- OCTOBER 31, OCTOBER 31,
1999 1998 1999 1998
-------- -------- -------------- --------------
<S> <C> <C> <C> <C>
Sales....................................... $113,103 $125,504 $346,679 $127,778
Commission income........................... 155 162 444 162
-------- -------- -------- --------
Total revenue............................. 113,258 125,666 347,123 127,940
-------- -------- -------- --------
Operating costs and expenses:
Cost of sales............................. 99,570 109,720 308,374 111,894
Selling, general and administrative
expenses............................... 14,994 15,080 46,134 15,866
Environmental expense recovery............ -- -- (5,501) --
Restructuring charges..................... -- -- 4,386 --
Merger-related costs...................... -- 2,607 -- 3,482
-------- -------- -------- --------
Total operating costs and expenses........ 114,564 127,407 353,393 131,242
-------- -------- -------- --------
Operating loss.............................. (1,306) (1,741) (6,270) (3,302)
Other income (expense):
Other (expense) income, net............... (16) 1,306 (11) 1,306
Interest expense, net..................... (4,721) (4,443) (15,041) (5,276)
-------- -------- -------- --------
Loss before income tax provision
(benefit)................................. (6,043) (4,878) (21,322) (7,272)
Income tax provision (benefit).............. 746 (1,104) 3,496 (1,678)
-------- -------- -------- --------
Net loss.................................... (6,789) (3,774) (24,818) (5,594)
Other comprehensive income (loss):
Foreign currency translation adjustment... 2,048 1,356 (373) 1,356
-------- -------- -------- --------
Comprehensive loss........................ $ (4,741) $ (2,418) $(25,191) $ (4,238)
======== ======== ======== ========
</TABLE>
See notes to condensed unaudited consolidated financial statements.
3
<PAGE> 4
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 -- FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED THREE QUARTERS ENDED
OCTOBER 31, OCTOBER 31,
------------------- ---------------------
1999 1998 1999 1998
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Sales............................................. $113,103 $142,522 $346,679 $479,951
Commission income................................. 155 186 444 600
-------- -------- -------- --------
Total revenue................................... 113,258 142,708 347,123 480,551
-------- -------- -------- --------
Operating costs and expenses:
Cost of sales................................... 99,570 124,401 308,374 406,080
Selling, general and administrative expenses.... 13,656 15,587 42,130 45,495
Environmental expense recovery.................. -- -- (5,501) --
Restructuring charges........................... -- -- 4,386 --
Merger-related costs............................ -- 2,607 -- 7,023
-------- -------- -------- --------
Total operating costs and expenses.............. 113,226 142,595 349,389 458,598
-------- -------- -------- --------
Operating income (loss)........................... 32 113 (2,266) 21,953
Other income (expense):
Other (expense) income, net..................... (16) 1,487 (11) 2,032
Interest expense, net........................... (2,298) (2,303) (8,158) (6,919)
-------- -------- -------- --------
(Loss) income before income tax provision
(benefit)....................................... (2,282) (703) (10,435) 17,066
Income tax provision (benefit).................... 743 (741) 3,488 8,740
-------- -------- -------- --------
Net (loss) income................................. (3,025) 38 (13,923) 8,326
Other comprehensive (loss) income:
Foreign currency translation adjustment......... 2,048 1,356 (373) 280
-------- -------- -------- --------
Comprehensive (loss) income..................... $ (977) $ 1,394 $(14,296) $ 8,606
======== ======== ======== ========
</TABLE>
See notes to condensed unaudited consolidated financial statements.
4
<PAGE> 5
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 -- FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
OCTOBER 31, JANUARY 31,
1999 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 49,583 $ 38,395
Accounts receivable, net.................................. 69,330 63,745
Inventories............................................... 98,341 120,658
Other assets.............................................. 13,340 17,106
-------- --------
Total current assets.............................. 230,594 239,904
Property, plant and equipment, net.......................... 50,893 49,018
Goodwill.................................................... 94,986 98,794
Other assets................................................ 25,506 26,640
-------- --------
Total............................................. $401,979 $414,356
======== ========
LIABILITIES
Current liabilities:
Short-term debt and current portion of long-term debt..... $ 1,548 $ 4,945
Trade payables............................................ 46,023 37,460
Accrued expenses.......................................... 34,581 26,047
Other current liabilities................................. 2,323 3,955
-------- --------
Total current liabilities......................... 84,475 72,407
-------- --------
Long-term debt.............................................. 184,160 178,885
Accrued pension liabilities................................. 37,818 41,062
Environmental liabilities, net.............................. 32,733 35,463
Other liabilities........................................... 6,276 5,556
-------- --------
Total long-term liabilities....................... 260,987 260,966
-------- --------
Total liabilities................................. 345,462 333,373
-------- --------
SHAREHOLDERS' EQUITY
Additional paid-in capital.................................. 97,158 96,433
Accumulated other comprehensive (loss) income............... (358) 15
Retained deficit............................................ (40,283) (15,465)
-------- --------
Total shareholders' equity........................ 56,517 80,983
-------- --------
Total............................................. $401,979 $414,356
======== ========
</TABLE>
See notes to condensed unaudited consolidated financial statements.
5
<PAGE> 6
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 -- FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
OCTOBER 31, JANUARY 31,
1999 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 48,425 $ 37,293
Accounts receivable, net.................................. 69,330 63,680
Inventories............................................... 98,341 120,658
Other assets.............................................. 12,974 16,759
-------- --------
Total current assets.............................. 229,070 238,390
Property, plant and equipment, net.......................... 50,893 49,018
Other assets................................................ 22,835 23,709
-------- --------
Total............................................. $302,798 $311,117
======== ========
LIABILITIES
Current Liabilities:
Short-term debt and current portion of long-term debt..... $ 1,548 $ 4,945
Trade payables............................................ 46,023 37,460
Accrued expenses.......................................... 34,300 25,801
Other current liabilities................................. 2,315 3,955
-------- --------
Total current liabilities......................... 84,186 72,161
-------- --------
Long-term debt.............................................. 107,666 109,185
Accrued pension liabilities................................. 37,818 41,062
Environmental liabilities, net.............................. 32,733 35,463
Other liabilities........................................... 6,276 5,556
-------- --------
Total long-term liabilities....................... 184,493 191,266
-------- --------
Total liabilities................................. 268,679 263,427
-------- --------
SHAREHOLDERS' EQUITY
Common stock................................................ 50 50
Additional paid-in capital.................................. 45,982 45,257
Accumulated other comprehensive loss........................ (761) (388)
Retained (deficit) earnings................................. (11,152) 2,771
-------- --------
Total shareholders' equity........................ 34,119 47,690
-------- --------
Total............................................. $302,798 $311,117
======== ========
</TABLE>
See notes to condensed unaudited consolidated financial statements.
6
<PAGE> 7
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 -- FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE PERIOD
THREE JUNE 10, 1998
QUARTERS ENDED (INCEPTION) TO
OCTOBER 31, OCTOBER 31,
1999 1998
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(24,818) $ (5,594)
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of executive stock awards................. -- 354
Depreciation and amortization.......................... 10,266 3,338
Loss on sale of assets................................. 16 --
Interest accretion on Discount Notes................... 6,794 2,494
Deferred income taxes.................................. 1,311 --
Provision for doubtful accounts........................ 374 --
Provision for restructuring costs...................... 4,386 --
Other, net............................................. 5,773 3,553
-------- ---------
Total............................................. 4,102 4,145
Change in operating assets and liabilities:
(Increase) decrease in trade receivables............... (6,396) 21,294
Decrease (increase) in inventories..................... 21,112 (14,209)
Decrease (increase) in other current assets............ 2,392 (6,571)
Increase (decrease) in trade payables and accrued
expenses............................................. 13,457 (8,732)
Payments for environmental remediation................. (2,132) --
Other assets and liabilities, net...................... (9,068) (444)
-------- ---------
Net cash provided by (used in) operating
activities...................................... 23,467 (4,517)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment................ (9,373) (4,581)
Proceeds from asset sales................................. 42 --
Cash paid for acquisition of Metallurg, Inc., net of cash
acquired............................................... -- (112,345)
Other, net................................................ (61) (101)
-------- ---------
Net cash used in investing activities............. (9,392) (117,027)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings (repayments).................... (1,680) (117)
(Repayment) proceeds of long-term debt, net............... (874) 68,037
Capital contribution...................................... -- 97,023
Other..................................................... -- (1,835)
-------- ---------
Net cash (used in) provided by financing
activities...................................... (2,554) 163,108
-------- ---------
Effects of exchange rate changes on cash and cash
equivalents............................................... (333) 445
-------- ---------
Net increase in cash and cash equivalents................... 11,188 42,009
Cash and cash equivalents -- beginning of period............ 38,395 --
-------- ---------
Cash and cash equivalents -- end of period.................. $ 49,583 $ 42,009
======== =========
</TABLE>
See notes to condensed unaudited consolidated financial statements.
7
<PAGE> 8
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 -- FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE QUARTERS ENDED
OCTOBER 31,
--------------------
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $(13,923) $ 8,326
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of executive stock awards................. -- 750
Depreciation and amortization.......................... 6,190 6,234
Loss (gain) on sale of assets.......................... 16 (622)
Deferred income taxes.................................. 1,306 2,481
Provision for doubtful accounts........................ 374 550
Provision for restructuring costs...................... 4,386 --
Other, net............................................. 5,778 6,546
-------- --------
Total............................................. 4,127 24,265
Change in operating assets and liabilities:
(Increase) decrease in trade receivables............... (6,461) 7,954
Decrease (increase) in inventories..................... 21,112 (19,983)
Decrease (increase) in other current assets............ 2,419 (4,985)
Increase in trade payables and accrued expenses........ 13,414 6,974
Payments for environmental remediation................. (2,132) (1,718)
Other assets and liabilities, net...................... (9,068) (8,714)
-------- --------
Net cash provided by operating activities......... 23,411 3,793
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment................ (9,373) (11,576)
Proceeds from asset sales................................. 42 1,337
Other, net................................................ (61) (2,406)
-------- --------
Net cash used in investing activities............. (9,392) (12,645)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings (repayments).................... (1,680) (1,968)
Repayment of long-term debt............................... (874) (975)
Capital contribution from Safeguard International......... -- 3,541
Proceeds from long-term debt, net......................... -- 5,569
-------- --------
Net cash (used in) provided by financing
activities...................................... (2,554) 6,167
-------- --------
Effects of exchange rate changes on cash and cash
equivalents............................................... (333) 197
-------- --------
Net increase (decrease) in cash and cash equivalents........ 11,132 (2,488)
Cash and cash equivalents -- beginning of period............ 37,293 43,003
-------- --------
Cash and cash equivalents -- end of period.................. $ 48,425 $ 40,515
======== ========
</TABLE>
See notes to condensed unaudited consolidated financial statements.
8
<PAGE> 9
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Metallurg Holdings, Inc., a Delaware corporation, was formed on June 10,
1998 and is owned by a group of investors led by and including Safeguard
International Fund, L.P. ("Safeguard International"), an international private
equity fund that invests primarily in equity securities of companies in process
industries. On July 13, 1998, Metallurg Holdings, Inc. acquired Metallurg, Inc.
(the "Merger").
The accompanying condensed unaudited consolidated financial statements
include the accounts of Metallurg Holdings, Inc. ("Metallurg Holdings"),
Metallurg, Inc. and its majority-owned subsidiaries ("Metallurg") (collectively,
the "Company"). These financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information
pursuant to Accounting Principles Board ("APB") Opinion No. 28. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The condensed
consolidated balance sheet as of January 31, 1999 was derived from audited
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the interim periods presented are not
necessarily indicative of the results to be expected for a full year. The
financial statements of Metallurg, Inc. included in this Form 10-Q do not
reflect the pushdown of purchase accounting adjustments recorded by Metallurg
Holdings.
For further information, see the financial statements and footnotes thereto
included in the Company's audited consolidated financial statements for the year
ended January 31, 1999.
Metallurg Holdings and Metallurg, Inc. both report on a fiscal year ending
January 31. The operating subsidiaries of Metallurg, Inc. report on a calendar
year ending December 31. Accordingly, the consolidated financial statements of
Metallurg Holdings in 1999 include the accounts of Metallurg Holdings and
Metallurg, Inc. for the quarter and the three quarters ended October 31, 1999
and of Metallurg, Inc.'s operating subsidiaries for the quarter and the three
quarters ended September 30, 1999. The consolidated financial statements of
Metallurg Holdings in 1998 include (i) the results of Metallurg Holdings from
its inception (June 10, 1998) to October 31, 1998 (a loss of $4,112,000) and
(ii) the results of Metallurg, Inc., the holding company, for the period
subsequent to the Merger date of July 13, 1998 (a loss of $1,482,000). Balance
sheet data at October 31, 1999 reflect the financial position of Metallurg
Holdings and Metallurg, Inc. at October 31, 1999 and of Metallurg, Inc.'s
operating subsidiaries at September 30, 1999. Balance sheet data at January 31,
1999 reflect the financial position of Metallurg Holdings and Metallurg, Inc. at
January 31, 1999 and of Metallurg, Inc.'s operating subsidiaries at December 31,
1998.
Amounts reflected on prior quarters' condensed statements of consolidated
operations have been reclassed to conform to the current period's disclosure.
2. INVENTORIES
Inventories, net of reserves, consist of the following (in thousands):
<TABLE>
<CAPTION>
OCTOBER 31, JANUARY 31,
1999 1999
----------- -----------
<S> <C> <C>
Raw materials....................................... $19,774 $ 29,096
Work in process..................................... 3,260 3,249
Finished goods...................................... 71,660 83,116
Other............................................... 3,647 5,197
------- --------
Total.......................................... $98,341 $120,658
======= ========
</TABLE>
9
<PAGE> 10
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
3. COMMITMENTS AND CONTINGENCIES
The Company continues defending various claims and legal actions arising in
the normal course of business, including those relating to environmental
matters. Management believes, based on the advice of counsel, that the outcome
of such litigation will not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity. There can
be no assurance, however, that existing or future litigation will not result in
an adverse judgment against the Company which could have a material adverse
effect on the Company's future results of operations or cash flows.
4. EARNINGS PER COMMON SHARE
Earnings per share is not presented since 100% of the capital stock of the
Company is owned by a group of private investors led by and including Safeguard
International.
5. ACQUISITION TRANSACTIONS
On July 13, 1998, Metallurg was acquired by a group of investors led by
Safeguard International. The acquisition was accomplished by Metallurg
Acquisition Corp., a wholly owned subsidiary of Metallurg Holdings, merging with
and into Metallurg, with Metallurg being the surviving company and Metallurg
Holdings becoming the sole parent of Metallurg. Metallurg Holdings was formed on
June 10, 1998 and is owned by Safeguard International (an international private
equity fund that invests primarily in equity securities of companies in process
industries), certain limited partners of Safeguard International, certain
individuals and a private equity fund.
At the time of the Merger, each outstanding share of Metallurg common
stock, par value $.01 per share, was converted into the right to receive $30 in
cash, representing an aggregate cash price of approximately $152,200,000
(including payments for cancellation of compensatory options). Metallurg
Holding's purchase of Metallurg was recorded under the purchase method of
accounting in accordance with APB Opinion No. 16, "Business Combinations". The
total value of the transaction, including existing indebtedness and
environmental, pension and other liabilities, net of cash, was approximately
$300,000,000. The excess of the purchase price over the estimated fair value of
the net assets acquired was approximately $101,500,000 and is being amortized
over a period of 20 years.
In order to finance the Merger, (i) Safeguard International and certain of
its limited partners contributed approximately $97,000,000 of capital to
Metallurg Holdings (the "Equity Contribution"); and (ii) Metallurg Holdings
received approximately $62,900,000 net proceeds upon consummation of the
offering (the "Offering") of $121,000,000 aggregate principal amount at maturity
of 12 3/4% Senior Discount Notes due 2008 (the "Discount Notes"). As used
herein, the term "Acquisition Transactions" means the Equity Contribution, the
Offering, the Merger, the Consent Solicitation (as defined herein) and the
execution of a supplemental indenture to the indenture governing Metallurg,
Inc.'s 11% Senior Notes due 2007 (the "Senior Notes").
In connection with the Merger, Metallurg received the consents (the
"Consents Solicitation") of 100% of the registered holders of its Senior Notes
to a one-time waiver of the change of control provisions of the Senior Note
Indenture to make such provisions inapplicable to the Merger and to amend the
definition of "Permitted Holders".
Merger-related costs of $7,023,000 were incurred, and recorded as expense
by Metallurg, in the period ended October 31, 1998 and included (i) $3,541,000
for payments to cancel compensatory stock options; (ii) $625,000 in consent fees
incurred in order to obtain the one-time waiver of the change of control
provisions of the Senior Note Indenture (iii) $2,607,000 of payments made
pursuant to existing employment agreements with Metallurg management and (iv)
$250,000 of other merger-related costs. Metallurg was reimbursed for the
compensatory stock option cancellation costs of $3,541,000 by a capital
contribution from
10
<PAGE> 11
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
5. ACQUISITION TRANSACTIONS -- (CONTINUED)
Safeguard International at the time of the Merger, which amount is included in
Metallurg Holdings' acquisition cost. Accordingly, Metallurg Holdings recognized
the balance of such costs, totaling $3,482,000, in the post-Merger period ended
October 31, 1998. Additional merger-related costs of $865,000 were incurred and
recorded as expense by Metallurg in the year ended January 31, 1999.
6. PRO FORMA RESULTS (UNAUDITED)
The pro forma information presented below is based upon the historical
financial statements of the Company included elsewhere herein. The pro forma
information illustrate the estimated effects of (i) the issuance of the 12 3/4%
Senior Discount Notes of Metallurg Holdings due 2008 and (ii) the Merger and the
transactions related thereto (collectively, the "Pro Forma Transactions"), as if
these transactions had occurred as of January 31, 1998.
<TABLE>
<CAPTION>
THREE QUARTERS ENDED THREE QUARTERS ENDED
OCTOBER 31, OCTOBER 31,
1999 1998
-------------------- --------------------
<S> <C> <C>
Revenues........................................ $347,123 $480,551
Operating (loss) income......................... (6,270) 25,346
Net (loss) income............................... (24,795) 4,225
</TABLE>
The pro forma financial information is not necessarily indicative of either
the results of operations that would have occurred had the Pro Forma
Transactions taken place at the beginning of the respective periods or the
future operating results of the Company.
This Merger has been accounted for under the purchase method of accounting
and accordingly, the results of operations of Metallurg have been included in
the accompanying consolidated financial statements since the date of the Merger,
October 13, 1998.
The pro forma adjustments include the amortization of goodwill over 20
years, interest expense due to the issuance of the Discount Notes, certain
overhead expenses and the tax effect of the pro forma adjustments.
7. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133, as amended, is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company is currently evaluating the impact
SFAS No. 133 will have on its financial statements.
8. SEGMENTS AND RELATED INFORMATION
Metallurg adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information" in the year ended January 31, 1999 which
changes the way Metallurg reports information about its reportable segments.
Information for prior periods presented have been restated in order to conform
to the current year presentation.
Metallurg operates in one significant industry segment, the manufacture and
sale of ferrous and non-ferrous metals and alloys. Metallurg is organized
geographically, having established a worldwide sales network built around
Metallurg's core production facilities in the United States, the United Kingdom
and Germany. In
11
<PAGE> 12
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
8. SEGMENTS AND RELATED INFORMATION -- (CONTINUED)
addition to selling products manufactured by Metallurg, Metallurg distributes
complementary products manufactured by third parties.
REPORTABLE SEGMENTS
Shieldalloy Metallurgical Corporation ("Shieldalloy"): This unit is
comprised of two production facilities in the U.S. The New Jersey plant
manufactures and sells aluminum alloy grain refiners and alloying tablets for
the aluminum industry, metal powders for the welding industry and specialty
ferroalloys for the superalloy and steel industries.
The Ohio plant manufactures and sells ferrovanadium and vanadium based
chemicals used mostly in the steel and petrochemical industries. In addition to
its manufacturing operations, Shieldalloy imports and distributes complementary
products manufactured by affiliates and third parties.
London & Scandinavian Metallurgical Co., Ltd. ("LSM"): This unit is
comprised mainly of three production facilities in the UK which manufacture and
sell aluminum alloy grain refiners and alloying tablets for the aluminum
industry, chromium metal and specialty ferroalloys for the steel and superalloy
industries and aluminum powder for various metal powder consuming industries.
Gesellschaft fur Elektrometallurgie mbH ("GfE"): This unit is comprised of
two production facilities and a sales office in Germany. The Nuremburg plant
manufactures and sells a wide variety of specialty products, including vanadium
based chemicals and sophisticated metals, alloys and powders used in the
titanium, superalloy, electronics, steel, biomedical and optics industries. The
Morsdorf plant produces medical prostheses, implants and surgical instruments
for orthopedic applications.
Elektrowerk Weisweiler GmbH ("EWW"): This production unit, also located in
Germany, produces various grades of low carbon ferrochrome used in the
superalloy, welding and steel industries.
12
<PAGE> 13
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
8. SEGMENTS AND RELATED INFORMATION -- (CONTINUED)
Summarized financial information concerning Metallurg's reportable segments
is shown in the following table (in thousands). Each segment records direct
expenses related to its employees and operations. The "Other" column includes
corporate related items, fresh start adjustments and results of subsidiaries not
meeting the quantitative thresholds as prescribed by applicable accounting
rules. Metallurg does not allocate general corporate overhead expenses to
operating segments.
<TABLE>
<CAPTION>
INTERSEGMENT CONSOLIDATED
SHIELDALLOY LSM GFE EWW OTHER ELIMINATIONS TOTALS
----------- ------- ------- ------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
QUARTER ENDED OCTOBER 31,
1999
Revenue from external Customers........ $ 29,978 $25,685 $16,959 $ 2,779 $ 37,857 $113,258
Intergroup revenue..................... 1,387 7,135 2,252 3,862 6,010 $ (20,646) --
Income tax provision (benefit)......... 403 (145) 11 (115) 589 -- 743
Net income (loss)...................... 598 (340) 290 (116) (3,316) (141) (3,025)
1998
Revenue from external Customers........ $ 43,283 $26,419 $27,034 $ 3,955 $ 42,017 $142,708
Intergroup revenue..................... 1,383 12,837 8,974 8,565 12,638 $ (44,397) --
Merger costs........................... -- -- -- -- 2,607 -- 2,607
Income tax provision (benefit)......... 340 386 924 (947) (1,444) -- (741)
Net income (loss)...................... 2,826 870 343 (863) 608 (3,746) 38
</TABLE>
<TABLE>
<CAPTION>
INTERSEGMENT CONSOLIDATED
SHIELDALLOY LSM GFE EWW OTHER ELIMINATIONS TOTALS
----------- ------- ------- ------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
THREE QUARTERS ENDED OCTOBER 31,
1999
Revenue from external Customers........ $ 89,396 $79,140 $53,502 $ 9,027 $116,058 $347,123
Intergroup revenue..................... 3,455 25,416 10,274 14,413 27,247 $ (80,805) --
Environmental expense Recovery......... (5,501) -- -- -- -- -- (5,501)
Restructuring charges.................. -- -- 3,385 1,001 -- -- 4,386
Income tax provision................... 969 362 283 334 1,540 -- 3,488
Net income (loss)...................... 2,230 904 (5,627) (893) (13,741) 3,204 (13,923)
1998
Revenue from external Customers........ $153,245 $88,460 $87,080 $13,948 $137,818 $480,551
Intergroup revenue..................... 4,114 42,845 16,244 25,967 41,202 $(130,372) --
Merger costs........................... -- -- -- -- 7,023 -- 7,023
Income tax provision (benefit)......... 6,515 1,557 2,084 334 (1,750) -- 8,740
Net income............................. 11,572 3,558 1,991 271 10,963 (20,029) 8,326
</TABLE>
9. SUPPLEMENTAL GUARANTOR INFORMATION
In November 1997, Metallurg, Inc. issued $100 million principal amount of
its 11% Senior Notes due 2007. Under the terms of the Senior Notes, Shieldalloy
Metallurgical Corporation, Metallurg Holdings Corporation, Metallurg Services,
Inc., Metallurg International Resources, Inc. ("MIR, Inc.") and MIR (China),
Inc. (collectively, the "Guarantors"), wholly owned subsidiaries of Metallurg,
Inc. have fully and unconditionally guaranteed on a joint and several basis
Metallurg, Inc.'s obligations to pay principal, premium and interest relative to
the Senior Notes. During the second quarter of 1999, Metallurg, Inc. established
MIR, Inc. as a wholly owned subsidiary and a guarantor of the Senior Notes.
Certain commercial activities previously carried out by Metallurg, Inc. are now
being carried out by MIR, Inc. Management has determined that separate, full
financial statements of the Guarantors would not be material to potential
investors and, accordingly, such financial statements are not provided.
Supplemental financial information of the Guarantors is presented below.
13
<PAGE> 14
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
9. SUPPLEMENTAL GUARANTOR INFORMATION -- (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE QUARTER ENDED OCTOBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
METALLURG, INC. COMBINED COMBINED
("PARENT GUARANTOR NON-GUARANTOR
COMPANY") SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Sales............................ $37,856 $87,388 $(12,141) $113,103
Commission income................ 32 213 (90) 155
------- ------- -------- --------
Total revenue.................. 37,888 87,601 (12,231) 113,258
------- ------- -------- --------
Operating costs and expenses:
Cost of sales.................. $ 331 34,677 77,596 (13,034) 99,570
Selling, general and
administrative expenses..... 1,350 2,221 10,085 -- 13,656
------- ------- ------- -------- --------
Total operating costs and
expenses.................... 1,681 36,898 87,681 (13,034) 113,226
------- ------- ------- -------- --------
Operating (loss) income.......... (1,681) 990 (80) 803 32
Other income (expense):
Other expense, net............. -- (1) (15) -- (16)
Interest (expense) income,
net......................... (2,689) 524 (133) -- (2,298)
Equity in earnings of
subsidiaries................ 944 369 -- (1,313) --
------- ------- ------- -------- --------
(Loss) income before income tax
(benefit) provision............ (3,426) 1,882 (228) (510) (2,282)
Income tax (benefit) provision... (401) 874 270 -- 743
------- ------- ------- -------- --------
Net (loss) income................ (3,025) 1,008 (498) (510) (3,025)
Other comprehensive income:
Foreign currency translation
adjustment.................. 2,048 839 2,048 (2,887) 2,048
------- ------- ------- -------- --------
Comprehensive (loss) income...... $ (977) $ 1,847 $ 1,550 $ (3,397) $ (977)
======= ======= ======= ======== ========
</TABLE>
14
<PAGE> 15
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
9. SUPPLEMENTAL GUARANTOR INFORMATION -- (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE THREE QUARTERS ENDED OCTOBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
METALLURG, INC. COMBINED COMBINED
("PARENT GUARANTOR NON-GUARANTOR
COMPANY") SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Sales............................ $ 7,297 $110,201 $278,769 $(49,588) $346,679
Commission income................ -- 53 592 (201) 444
-------- -------- -------- -------- --------
Total revenue.................. 7,297 110,254 279,361 (49,789) 347,123
-------- -------- -------- -------- --------
Operating costs and expenses:
Cost of sales.................. 6,904 106,011 246,551 (51,092) 308,374
Selling, general and
administrative expenses..... 4,621 7,026 30,483 -- 42,130
Environmental expense
recovery.................... -- (5,501) -- -- (5,501)
Restructuring charges.......... -- -- 4,386 -- 4,386
-------- -------- -------- -------- --------
Total operating costs and
expenses.................... 11,525 107,536 281,420 (51,092) 349,389
-------- -------- -------- -------- --------
Operating (loss) income.......... (4,228) 2,718 (2,059) 1,303 (2,266)
Other income (expense):
Other income (expense), net.... 2 (10) (3) -- (11)
Interest (expense) income,
net......................... (8,414) 1,295 (1,039) -- (8,158)
Equity in losses of
subsidiaries................ (1,901) (3,677) -- 5,578 --
-------- -------- -------- -------- --------
(Loss) income before income tax
(benefit) provision............ (14,541) 326 (3,101) 6,881 (10,435)
Income tax (benefit) provision... (618) 1,556 2,550 -- 3,488
-------- -------- -------- -------- --------
Net loss......................... (13,923) (1,230) (5,651) 6,881 (13,923)
Other comprehensive (loss)
income:
Foreign currency translation
adjustment.................. (373) 763 (371) (392) (373)
-------- -------- -------- -------- --------
Comprehensive loss............... $(14,296) $ (467) $ (6,022) $ 6,489 $(14,296)
======== ======== ======== ======== ========
</TABLE>
15
<PAGE> 16
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
9. SUPPLEMENTAL GUARANTOR INFORMATION -- (CONTINUED)
CONDENSED CONSOLIDATING BALANCE SHEET AT OCTOBER 31, 1999
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
METALLURG, INC. COMBINED COMBINED
("PARENT GUARANTOR NON-GUARANTOR
COMPANY") SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...... $ 43,753 $ 781 $ 11,836 $ (7,945) $ 48,425
Accounts, notes and loans
receivable, net............. 20,525 46,681 53,304 (51,180) 69,330
Inventories.................... -- 30,312 69,844 (1,815) 98,341
Other assets................... 5,449 316 10,894 (3,685) 12,974
-------- -------- -------- --------- --------
Total current assets... 69,727 78,090 145,878 (64,625) 229,070
Investments -- intergroup........ 101,215 49,517 -- (150,732) --
Property, plant and equipment,
net............................ 980 9,990 39,923 -- 50,893
Other assets..................... 9,161 20,379 14,709 (21,414) 22,835
-------- -------- -------- --------- --------
Total.................. $181,083 $157,976 $200,510 $(236,771) $302,798
======== ======== ======== ========= ========
LIABILITIES
Current liabilities:
Short-term debt and current
portion of long-term debt... $ 9,493 $ (7,945) $ 1,548
Accounts and loans payable..... $ 21,620 $ 25,291 60,292 (61,180) 46,023
Accrued expenses............... 6,642 8,857 18,801 -- 34,300
Other current liabilities...... -- 3,685 2,315 (3,685) 2,315
-------- -------- -------- --------- --------
Total current
liabilities.......... 28,262 37,833 90,901 (72,810) 84,186
-------- -------- -------- --------- --------
Long-term liabilities:
Long-term debt................. 100,000 -- 7,666 -- 107,666
Accrued pension liabilities.... 131 1,680 36,007 -- 37,818
Environmental liabilities,
net......................... -- 30,616 2,117 -- 32,733
Other liabilities.............. 18,571 -- 9,119 (21,414) 6,276
-------- -------- -------- --------- --------
Total long-term
liabilities.......... 118,702 32,296 54,909 (21,414) 184,493
-------- -------- -------- --------- --------
Total liabilities...... 146,964 70,129 145,810 (94,224) 268,679
-------- -------- -------- --------- --------
SHAREHOLDERS' EQUITY
Common stock outstanding....... 50 1,227 52,191 (53,418) 50
Additional paid-in capital..... 45,982 94,460 1,014 (95,474) 45,982
Accumulated other comprehensive
(loss) income............... (761) (165) 20,974 (20,809) (761)
Retained deficit............... (11,152) (7,675) (19,479) 27,154 (11,152)
-------- -------- -------- --------- --------
Shareholders' equity... 34,119 87,847 54,700 (142,547) 34,119
-------- -------- -------- --------- --------
Total.................. $181,083 $157,976 $200,510 $(236,771) $302,798
======== ======== ======== ========= ========
</TABLE>
16
<PAGE> 17
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
9. SUPPLEMENTAL GUARANTOR INFORMATION -- (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE THREE QUARTERS ENDED OCTOBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
METALLURG, INC. COMBINED COMBINED
("PARENT GUARANTOR NON-GUARANTOR
COMPANY") SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
NET CASH FLOWS FROM OPERATING
ACTIVITIES........................ $(3,953) $ 21,398 $ 5,869 $ 97 $23,411
------- -------- ------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Additions to property, plant and
equipment.................... (167) (3,164) (6,042) -- (9,373)
Proceeds from asset sales....... -- 15 27 -- 42
Other, net...................... (279) (2,761) 2,979 -- (61)
------- -------- ------- ------- -------
Net cash used in investing
activities...................... (446) (5,910) (3,036) -- (9,392)
------- -------- ------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Intergroup borrowings
(repayments)................. 16,449 (15,802) (550) (97) --
Net short-term borrowings....... -- -- 187 (1,867) (1,680)
Repayment of long-term debt..... -- -- (874) -- (874)
Dividends received (paid)....... 6,090 -- (6,090) -- --
------- -------- ------- ------- -------
Net cash provided by (used in)
financing activities............ 22,539 (15,802) (7,327) (1,964) (2,554)
------- -------- ------- ------- -------
Effects of exchange rate changes
on cash and cash equivalents.... -- -- (333) -- (333)
------- -------- ------- ------- -------
Net increase (decrease) in cash
and cash equivalents............ 18,140 (314) (4,827) (1,867) 11,132
Cash and cash equivalents --
beginning of period............. 25,613 1,095 16,663 (6,078) 37,293
------- -------- ------- ------- -------
Cash and cash equivalents -- end
of period....................... $43,753 $ 781 $11,836 $(7,945) $48,425
======= ======== ======= ======= =======
</TABLE>
17
<PAGE> 18
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain matters discussed under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in this Form 10-Q may
constitute forward-looking statements for purposes of Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance and achievements of the Company to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. Factors which may cause the Company's results to be
materially different include the cyclical nature of the Company's business, the
Company's dependence on foreign customers (particularly customers in Europe),
the economic strength of the Company's markets generally and particularly the
strength of the demand for iron, steel, aluminum and superalloys and titanium
alloy industries in those markets, the accuracy of the Company's estimates of
the costs of environmental remediation and the extension or expiration of
existing anti-dumping duties.
OVERVIEW
Metallurg is a leading international producer and seller of high quality
metal alloys and specialty metals used by manufacturers of steel, aluminum,
superalloys, titanium, chemicals and other metal consuming industries. The
industries that Metallurg supplies are cyclical. Throughout 1997 and into 1998,
market conditions for most of Metallurg's products were favorable. However,
sales prices and demand for several of Metallurg's major products declined
during the second half of 1998 and into 1999. Metallurg believes that the price
declines were the result of economic turmoil seen in Asia, Latin America and
Russia in 1997 and 1998. In the steel industry, this led to lower production
almost everywhere except in the U.S. during the first half of 1998. In the
second half of 1998, Japan, Russia, Brazil and some other Asian countries
exported large volumes of steel to the U.S., causing domestic production to be
drastically curtailed in the latter months of 1998. In 1999, the domestic steel
production rate has increased steadily each quarter, and by the end of the third
quarter, had returned close to the level seen in the same quarter of 1998. In
the aerospace sector, civilian airliner deliveries for 1998 fell substantially
below the level previously forecast by one major producer and the production
plans for subsequent years were scaled back in response to order postponements
and cancellations as trans-Pacific and Asian air passenger volumes contracted
sharply. Furthermore, Asian demand for corrosion resistant materials for major
capital projects also fell sharply due to the economic and financial
difficulties in the region. These factors contributed to lower sales of
Metallurg's products to the superalloy and titanium alloy industries, which
continue to hold excessive inventories, particularly of their aerospace related
products. The aluminum industry had sustained satisfactory levels of demand for
Metallurg's products throughout 1998, and this has continued with some growth in
1999.
METALLURG HOLDINGS' RESULTS OF OPERATIONS
In the quarter ended October 31, 1999, Metallurg Holdings recognized a net
loss of $6.8 million, which includes the consolidation of Metallurg (a loss of
$3.0 million), $2.4 million of interest expense on its Discount Notes and $1.4
million of amortization of acquisition, goodwill and deferred debt issuance
costs. In the three quarters ended October 31, 1999, Metallurg Holdings
recognized a net loss of $24.8 million, which includes the consolidation of
Metallurg (a loss of $13.9 million), $6.8 million of interest expense on its
Discount Notes and $4.1 million of amortization of acquisition, goodwill and
deferred issuance costs.
In the period June 10, 1998 (inception) to October 31, 1998, Metallurg
Holdings recognized a net loss of $5.6 million, which includes the consolidation
of Metallurg (a loss of $1.5 million), $2.5 million of net interest expense on
its Discount Notes and $1.6 million of amortization of acquisition, goodwill and
deferred issuance costs.
18
<PAGE> 19
As Metallurg Holdings is a holding company and does not have any material
operations or assets other than the ownership of Metallurg, the following
discussion of the Company's results of operations relates to Metallurg, unless
otherwise indicated.
METALLURG INC.'S RESULTS OF OPERATIONS
Metallurg operates in one significant industry segment, the manufacture and
sale of ferrous and non-ferrous metals and alloys. Metallurg is organized
geographically, with its core production facilities in the United States, United
Kingdom and Germany supported by a worldwide sales network.
Summarized financial information concerning Metallurg's reportable segments
is shown in the following table (in thousands). Each segment records direct
expenses related to its employees and operations. The "Other" column includes
corporate related items, fresh-start adjustments and results of subsidiaries not
meeting the quantitative thresholds as prescribed by applicable accounting
rules. Metallurg does not allocate general corporate overhead expenses to
operating segments. There have been no material changes in segment assets from
the amounts disclosed in the last annual report.
RESULTS OF OPERATIONS -- THE QUARTER ENDED OCTOBER 31, 1999
COMPARED TO THE QUARTER ENDED OCTOBER 31, 1998
<TABLE>
<CAPTION>
INTERSEGMENT CONSOLIDATED
SHIELDALLOY LSM GFE EWW OTHER ELIMINATIONS TOTALS
----------- ------- ------- ------ ------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
QUARTER ENDED OCTOBER 31,
1999
Revenue from external customers.......... $29,978 $25,685 $16,959 $2,779 $37,857 $113,258
Intergroup revenue....................... 1,387 7,135 2,252 3,862 6,010 $(20,646) --
Income tax provision (benefit)........... 403 (145) 11 (115) 589 -- 743
Net income (loss)........................ 598 (340) 290 (116) (3,316) (141) (3,025)
1998
Revenue from external customers.......... $43,283 $26,419 $27,034 $3,955 $42,017 $142,708
Intergroup revenue....................... 1,383 12,837 8,974 8,565 12,638 $(44,397) --
Merger costs............................. -- -- -- -- 2,607 -- 2,607
Income tax provision (benefit)........... 340 386 924 (947) (1,444) -- (741)
Net income (loss)........................ 2,826 870 343 (863) 608 (3,746) 38
</TABLE>
TOTAL REVENUE
Shieldalloy revenues decreased $13.3 million, or 30%, below the third
quarter of 1998. The partial recovery of domestic steel production during 1999
meant that ferrovanadium volume rose to about 90% of the third quarter 1998
volume, but with market prices only 40% of a year ago, revenues for this product
fell by $9 million. The remainder of the decline is largely attributable to
lower volume and selling prices of ferrosilicon, chrome metal and low carbon
ferrochrome resulting from lower demand from the steel and superalloy
industries.
Excess superalloy and titanium alloy inventories in the aerospace supply
chain continued to impact negatively on both price and particularly volume of
EWW's specialty low carbon ferrochrome, LSM's chromium and GfE's vanadium
aluminum and titanium masteralloy products. Continuing weakness in the European
steel sector contributed to low prices and volumes of LSM's ferrotitanium, EWW's
normal grade ferrochrome and GfE's ferrovanadium and ferroniobium. As a result,
EWW's revenues fell $5.9 million, or 47%, below the third quarter of 1998 and
GfE, with heavy dependence on the titanium industry, saw revenues fall $16.8
million, or 47% below the third quarter of 1998. Although LSM's revenues fell by
$6.4 million, or 16%, for reasons noted above, the fall was mitigated by sales
to the aluminum industry remaining strong.
GROSS MARGINS
Gross margins decreased from $18.3 million in the quarter ended October 31,
1998 to $13.7 million in the quarter ended October 31, 1999, a decrease of
25.2%, due principally to price and volume decreases in
19
<PAGE> 20
ferrovanadium, low carbon ferrochrome, vanadium aluminum, ferrotitanium and
chromium. In aluminum master alloys and compacted products, improvements in
product mix and cost reductions more than offset a decrease in selling price.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A") decreased from $15.6
million in the quarter ended October 31, 1998 to $13.7 million in the quarter
ended October 31, 1999, a decrease of 12.4%, due principally to lower
compensation costs following reductions in general and administrative staff. For
the quarter ended October 31, 1998, SG&A represented 10.9% of the Company's
sales compared to 12.1% for the quarter ended October 31, 1999, as a result of
decreased revenue.
OPERATING INCOME (LOSS)
Operating income in the quarter ended October 31, 1999 was approximately
breakeven. This was very similar to the quarter ended October 31, 1998, which
result, however, included merger-related costs of $2.6 million.
OTHER (EXPENSE) INCOME, NET
In the quarter ended October 31, 1998, one of Metallurg's German
subsidiaries was successful in recovering approximately $1.4 million of
additional proceeds from a government-owned insurance agency representing final
settlement for claims under the company's political risk insurance policy
related to an investment in Zaire.
INTEREST EXPENSE, NET
Interest expense, net, is as follows (in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED
OCTOBER 31,
-----------------
1999 1998
------- -------
<S> <C> <C>
Interest income........................................... $ 788 $ 995
Interest expense.......................................... (3,086) (3,298)
------- -------
Income expense, net.................................. $(2,298) $(2,303)
======= =======
</TABLE>
Interest expense was essentially unchanged in the quarter ended October 31,
1999 from the previous period.
INCOME TAX PROVISION (BENEFIT)
Income tax provision, net of tax benefits, is as follows (in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED
OCTOBER 31,
--------------
1999 1998
----- ------
<S> <C> <C>
Total current............................................... $537 $(943)
Total deferred.............................................. 206 202
---- -----
Income tax provision (benefit), net.................... $743 $(741)
==== =====
</TABLE>
The differences between the statutory Federal income tax rate and
Metallurg's effective rate result primarily because of: (i) the U.S. taxability
of foreign dividends; (ii) the excess of foreign tax rates over the statutory
Federal income tax rate; (iii) certain deductible temporary differences which,
in other circumstances would have generated a deferred tax benefit, have been
fully provided for in a valuation allowance; (iv) the
20
<PAGE> 21
deferred tax effects of certain tax assets, primarily foreign net operating
losses, for which the benefit had been previously recognized was reduced by $0.1
million in the quarter ended October 31, 1999; and (v) the deferred tax effects
of certain deferred tax assets for which a corresponding credit has been
recorded to "Additional paid-in capital" approximating $0.2 million in the
quarter ended October 31, 1999. The deferred tax expenses referred to in items
(iv) and (v) above will not result in cash payments in future periods.
NET (LOSS) INCOME
The net loss of $3.0 million for the quarter ended October 31, 1999
compared to a breakeven result for the quarter ended October 31, 1998. The
increase in net loss was due primarily to reduced gross margins and the other
items, discussed above.
RESULTS OF OPERATIONS -- THE THREE QUARTERS ENDED OCTOBER 31, 1999
COMPARED TO THE THREE QUARTERS ENDED OCTOBER 31, 1998
<TABLE>
<CAPTION>
INTERSEGMENT CONSOLIDATED
SHIELDALLOY LSM GFE EWW OTHER ELIMINATIONS TOTALS
----------- ------- ------- ------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
THREE QUARTERS ENDED OCTOBER 31,
1999
Revenue from external customers........ $ 89,396 $79,140 $53,502 $ 9,027 $116,058 $347,123
Intergroup revenue..................... 3,455 25,416 10,274 14,413 27,247 $ (80,805) --
Environmental expense recovery......... (5,501) -- -- -- -- -- (5,501)
Restructuring charges.................. -- -- 3,385 1,001 -- -- 4,386
Income tax provision................... 969 362 283 334 1,540 -- 3,488
Net income (loss)...................... 2,230 904 (5,627) (893) (13,741) 3,204 (13,923)
1998
Revenue from external customers........ $153,245 $88,460 $87,080 $13,948 $137,818 $480,551
Intergroup revenue..................... 4,114 42,845 16,244 25,967 41,202 $(130,372) --
Merger costs........................... -- -- -- -- 7,023 -- 7,023
Income tax provision (benefit)......... 6,515 1,557 2,084 334 (1,750) -- 8,740
Net income............................. 11,572 3,558 1,991 271 10,963 (20,029) 8,326
</TABLE>
TOTAL REVENUE
Shieldalloy revenues decreased $64.5 million, or 41%, below the first three
quarters of 1998. As a result of the lower total year-to-date output of the U.S.
steel industry, reduced volume and selling prices of ferrovanadium during the
first three quarters of 1999 resulted in a decrease in revenues of approximately
$28 million. The majority of the remaining decline is attributable to lower
volume and selling prices of ferrosilicon, chrome metal and low carbon
ferrochrome resulting from lower demand from the steel and superalloys
industries.
Metallurg's European units were all affected negatively by oversupply of
materials in the aerospace industry supply chain discussed earlier and weak
production levels in the European steel industry. LSM revenues were $26.7
million, or 20%, below the first three quarters of 1998 due primarily to
decreased volume of ferrotitanium and chromium metal sales. GfE revenues were
$39.5 million, or 38%, below 1998 due primarily to decreased selling prices and
volumes of vanadium aluminum, titanium masteralloys, ferroniobium and
ferrovanadium. Revenues of EWW were $16.5 million, or 41%, below the first three
quarters of 1998 due primarily to reduced demand for low carbon ferrochrome.
GROSS MARGINS
Gross margins decreased from $74.5 million in the three quarters ended
October 31, 1998 to $38.7 million in the three quarters ended October 31, 1999,
a decrease of 48.0%, due principally to price and volume decreases in
ferrovanadium, ferrotitanium, chromium and low carbon ferrochrome. In addition,
Shieldalloy recognized a lower of cost or market adjustment of $3.6 million
relating to ferrovanadium in the first quarter of 1999. In aluminum master
alloys and compacted products, improvements in product mix and cost reductions
more than offset a decrease in selling price.
21
<PAGE> 22
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A decreased from $45.5 million in the three quarters ended October 31,
1998 to $42.1 million in the three quarters ended October 31, 1999, a decrease
of 7.4%, due principally to lower compensation costs, professional fees and
other general and administrative overhead expenses. For the three quarters ended
October 31, 1998, SG&A represented 9.5% of the Company's sales compared to 12.2%
for the three quarters ended October 31, 1999, as a result of decreased revenue.
ENVIRONMENTAL EXPENSE RECOVERY
In June 1999, the Company recognized income in the amount of $5.5 million
upon settlement with an insurance company relating to coverage for certain
environmental claims stemming from the 1960's and forward. These claims relate
mostly to the historical costs of remedial activities at the Company's Newfield,
New Jersey site.
RESTRUCTURING CHARGES
During the second quarter of 1999, Metallurg initiated a restructuring
program. The restructuring is intended to reduce the Company's cost structure,
to streamline management and production technical functions and focus resources
in support of higher margin products at core production units. The restructuring
plan includes the discontinuation of certain production activities, termination
of employees, a facility closing and the write-down of certain redundant plant
and equipment and related spare parts and supplies. The restructuring
predominantly affects the Company's operations in Europe.
In June 1999, a charge of $4.4 million was recorded with respect to the
restructuring of Metallurg's German operations (GfE and EWW). Approximately 100
employees were notified of terminations as operations were curtailed in line
with current demands for the Company's products. The terminations will take
effect through the end of 2000 and a provision for severance and other employee
costs of $2.9 million was recorded. Such costs shall be substantially disbursed
in 2000. Additional costs of $1.5 million were recorded for the write-down of
redundant fixed assets and related spare parts and supplies. During the third
quarter 27 employees terminated service pursuant to the restructuring plan and
payments totalling $0.6 million were made in respect of severance and other
accrued benefits. Additionally, fixed assets and spare parts with an aggregate
net book value of $1.0 million were taken out of service.
During July 1999, management approved a restructuring plan relating to its
U.K. operations (LSM). LSM is completing the solicitation of voluntary
terminations in its plan to simplify its organization and reduce costs by
restructuring its businesses into fewer operating divisions and relocating
administrative functions to its Rotherham plant site from its London office,
which will be closed. The restructuring is to be completed during 2000 and
provisions for its costs, which are not determinable at this time, will be
recorded during the fourth quarter of 1999.
OPERATING INCOME (LOSS)
Operating income decreased from $22.0 million in the three quarters ended
October 31, 1998 to a loss of $2.3 million in the three quarters ended October
31, 1999, due primarily to the decrease in gross margin and the other items,
discussed above. Merger-related costs of $7.0 million, consisting primarily of
(i) $3.5 million for payments to cancel compensatory options; (ii) $2.1 million
for payments made pursuant to existing employment agreements with Metallurg
management; and (iii) $1.4 million of other merger-related costs, were recorded
in the three quarters ended October 31, 1998.
OTHER (EXPENSE) INCOME, NET
In the three quarters ended October 31, 1998, one of Metallurg's German
subsidiaries was successful in recovering approximately $1.4 million of
additional proceeds from a government-owned insurance agency, as previously
discussed.
22
<PAGE> 23
INTEREST EXPENSE, NET
Interest expense, net, is as follows (in thousands):
<TABLE>
<CAPTION>
THREE QUARTERS ENDED
OCTOBER 31,
--------------------
1999 1998
--------- --------
<S> <C> <C>
Interest income.......................................... $ 1,999 $ 2,643
Interest expense......................................... (10,157) (9,562)
-------- -------
Income expense, net................................. $ (8,158) $(6,919)
======== =======
</TABLE>
Interest expense increased $1.2 million in the three quarters ended October
31, 1999 reflecting primarily higher effective interest rates and increased
external borrowing levels of GfE during the current period.
INCOME TAX PROVISION (BENEFIT)
Income tax provision, net of tax benefits, is as follows (in thousands):
<TABLE>
<CAPTION>
THREE QUARTERS ENDED
OCTOBER 31,
---------------------
1999 1998
------- -------
<S> <C> <C>
Total current............................................ $2,182 $6,259
Total deferred........................................... 1,306 2,481
------ ------
Income tax provision, net........................... $3,488 $8,740
====== ======
</TABLE>
The differences between the statutory Federal income tax rate and
Metallurg's effective rate result primarily because of: (i) the U.S. taxability
of foreign dividends; (ii) the excess of foreign tax rates over the statutory
Federal income tax rate; (iii) certain deductible temporary differences which,
in other circumstances would have generated a deferred tax benefit, have been
fully provided for in a valuation allowance; (iv) the deferred tax effects of
certain tax assets, primarily foreign net operating losses, for which the
benefit had been previously recognized approximating $0.4 million in the three
quarters ended October 31, 1999; and (v) the deferred tax effects of certain
deferred tax assets for which a corresponding credit has been recorded to
"Additional paid-in capital" approximating $0.7 million in the three quarters
ended October 31, 1999. The deferred tax expenses referred to in items (iv) and
(v) above will not result in cash payments in future periods.
NET (LOSS) INCOME
Net income decreased from $8.3 million for the three quarters ended October
31, 1998 to a loss of $13.9 million for the three quarters ended October 31,
1999. The decrease in 1999 results primarily from reduced gross margins and the
other items discussed above.
LIQUIDITY AND FINANCIAL RESOURCES
GENERAL
The Company's sources of liquidity include cash from operations and amounts
available under credit facilities. The Company believes that these sources are
sufficient to fund the current and anticipated future requirements of working
capital, capital expenditures, pension benefits, potential acquisitions and
environmental expenditures through at least January 31, 2001.
At October 31, 1999, the Company had cash and cash equivalents of $49.6
million and working capital of $146.1 million. Metallurg had cash and cash
equivalents of $48.4 million and working capital of $144.9 million, as compared
to $37.3 million and $166.2 million, respectively, at January 31, 1999. For the
first three quarters of 1999, the Company generated $23.5 million in cash from
operations including substantial reductions in inventories resulting from
reduced levels of business and increased operational focus on working capital
reductions.
23
<PAGE> 24
CREDIT FACILITIES AND OTHER FINANCING ARRANGEMENTS
On October 29, 1999, Metallurg renewed its existing credit facility with
certain financial institutions led by BankBoston, N.A. as agent (the "Revolving
Credit Facility") for a term of five years. This facility provides Metallurg,
Shieldalloy and certain of their subsidiaries (the "Borrowers") with up to $50.0
million of financing resources at a rate per annum equal to (i) LIBOR, plus
2.0% - 2.5% or (ii) Prime, plus 0.0% - 1.0% based on the Borrowers' performance.
Interest rates on amounts borrowed will be adjusted quarterly, commencing in the
second quarter of 2000, based on the Borrowers' fixed charge coverage ratio. The
Revolving Credit Facility permits borrowings of up to $50.0 million for working
capital requirements and general corporate purposes, up to $35.0 million of
which may be used for letters of credit. The Revolving Credit Facility continues
to prohibit Metallurg, Inc. from making dividends and requires the Borrowers and
certain subsidiaries to comply with various covenants, including the maintenance
of minimum liquidity, as defined in the agreement, at a $10 million level. At
October 31, 1999, there were no outstanding loans and $23.4 million of letters
of credit outstanding in the U.S. under the Revolving Credit Facility.
Furthermore, BankBoston, N.A., through its London office, makes available up to
DM 20.5 million (approximately $11.2 million) of financing to certain of
Metallurg's German subsidiaries (the "German Subfacility"), which is guaranteed
by Metallurg and the other U.S. borrowers under the Revolving Credit Facility.
At October 31, 1999, immaterial amounts were outstanding in Germany under the
German Subfacility.
In addition, certain foreign subsidiaries of Metallurg have credit facility
arrangements with local banking institutions to provide funds for working
capital and general corporate purposes. These local credit facilities contain
restrictions that vary from company to company. At October 31, 1999, there were
$0.7 million of outstanding loans under these local credit facilities.
CAPITAL EXPENDITURES
Metallurg invested $9.4 million in capital expenditures during the first
three quarters of 1999. Capital expenditures are expected to total approximately
$25.0 million over the next five quarters. Although Metallurg has projected
these items in 1999 and 2000, Metallurg has not committed purchases to vendors
for all of these projects, as some remain contingent on local management
approval and other conditions. Metallurg believes that these projects will be
funded through internally generated cash, borrowings under the Revolving Credit
Facility and local credit facilities.
ENVIRONMENTAL REMEDIATION COSTS
AICPA Statement of Position 96-1, "Environmental Remediation Liabilities",
states that losses associated with environmental remediation obligations are
accrued when such losses are deemed probable and reasonably estimable. Such
accruals generally are recognized no later than the completion of the remedial
feasibility study and are adjusted as further information develops or
circumstances change. Costs of future expenditures for environmental remediation
obligations are generally not discounted to their present value. During the
first three quarters of 1999, Metallurg expended $2.1 million for environmental
remediation.
In 1997, Shieldalloy entered into settlement agreements with various
environmental regulatory authorities with regard to all of the significant
environmental remediation liabilities of which it is aware. Pursuant to these
agreements, Shieldalloy has agreed to perform environmental remediation, which
as of October 31, 1999, had an estimated cost of completion of $35.6 million. Of
this amount, approximately $0.6 million is expected to be expended in the fourth
quarter of 1999, $3.3 million in 2000 and $5.6 million in 2001. In addition,
Metallurg estimates it will make expenditures of $3.9 million with respect to
environmental remediation at its foreign facilities. Of this amount,
approximately $0.1 million is expected to be expended in the fourth quarter of
1999, $0.8 million in 2000 and $0.6 million in 2001.
YEAR 2000 READINESS
Metallurg has completed an internal review of its and its subsidiaries'
information technology systems in connection with its assessment of Year 2000
readiness and has completed the replacement or modifications of the management
and accounting systems at its subsidiaries to upgrade them generally and to make
them
24
<PAGE> 25
Year 2000 ready. Metallurg has completed its assessment of whether any of its
core non-information technology will need to be modified to become Year 2000
ready and has substantially completed the replacement or modification, as
necessary.
Metallurg has not received written assurances from its significant
suppliers and customers to determine the state of their readiness with regard to
Year 2000. Metallurg believes that they will be prepared for Year 2000 based on
its normal interactions with its customers and suppliers and because of the wide
attention that the issue has received. Metallurg has not yet seen the need for
contingency plans for the Year 2000 issue, but this need will continue to be
monitored as it obtains more information about the state of readiness of its
suppliers and customers.
Metallurg presently believes that the Year 2000 issue will not pose
significant operational problems for its business systems as it believes that
substantially all needed modifications and conversions have been completed. If
any of Metallurg's suppliers or customers do not successfully deal with the Year
2000 issue or if unforeseen difficulties are encountered by Metallurg with
respect to its own systems, Metallurg could experience operational delays or
difficulties. The severity of these possible problems would depend on the nature
of the problem and how quickly it could be corrected or an alternative
implemented, which is unknown at this time. Some risks of the Year 2000 issue
are beyond the control of Metallurg and its suppliers and customers. In
particular, Metallurg cannot predict the effect that the Year 2000 issue will
have on the general economy.
ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
Refer to the Market Risk and Risk Management Policies section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's annual report on Form 10-K for the year
ended January 31, 1999.
25
<PAGE> 26
PART II
OTHER INFORMATION
<TABLE>
<S> <C>
ITEM 6.(A) Exhibits
27. Financial Data Schedule
6.(B) Report on Form 8-K
None
</TABLE>
26
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on December 10, 1999 on its
behalf by the undersigned thereunto duly authorized.
METALLURG HOLDINGS, INC.
/s/ ARTHUR R. SPECTOR
--------------------------------------
Arthur R. Spector
Vice President
(Principal Financial Officer and
Principal Accounting Officer)
27
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 49,583
<SECURITIES> 0
<RECEIVABLES> 71,474
<ALLOWANCES> (2,144)
<INVENTORY> 98,341
<CURRENT-ASSETS> 230,594
<PP&E> 68,200
<DEPRECIATION> (17,307)
<TOTAL-ASSETS> 401,979
<CURRENT-LIABILITIES> 84,475
<BONDS> 184,160
0
0
<COMMON> 0
<OTHER-SE> 56,517
<TOTAL-LIABILITY-AND-EQUITY> 401,979
<SALES> 346,679
<TOTAL-REVENUES> 347,123
<CGS> 308,374
<TOTAL-COSTS> 353,393
<OTHER-EXPENSES> 11
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,211
<INCOME-PRETAX> (21,322)
<INCOME-TAX> 3,496
<INCOME-CONTINUING> (24,818)
<DISCONTINUED> 0
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<CHANGES> 0
<NET-INCOME> (24,818)
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</TABLE>
