<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 20, 1997
IMCO RECYCLING INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-7170 75-2008280
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
5215 NORTH O'CONNOR BLVD., SUITE 940
CENTRAL TOWER AT WILLIAMS SQUARE
IRVING, TEXAS 75039
(Address of principal
executive offices)
(972) 869-6575
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 20, 1997, IMCO Recycling Inc. (the "Company") issued a
press release (the "Press Release") containing its earnings report for its
fiscal quarter ended September 30, 1997. The Press Release is included as an
exhibit to this Report and is incorporated herein by reference.
Disclosure Regarding Forward-Looking Statements. Certain information
contained in or incorporated by reference into this Current Report on Form 8-K
may be deemed to be forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 and is subject to the "Safe Harbor" provisions of those sections.
All statements other than statements of historical fact included or
incorporated in this Report are forward-looking statements, including, without
limitation, statements concerning plant completion dates, growth prospects,
volume, and earnings. These statements are based on current expectations and
involve a number of risks and uncertainties. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Statements identifying important factors that could cause actual
results to differ materially from those contained in the forward-looking
statements are set forth in the Press Release attached as an exhibit to this
Report and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
99.1 Press Release dated October 20, 1997.
- 2 -
<PAGE> 3
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 hereunto duly authorized.
IMCO RECYCLING INC.
("Registrant")
Date: October 20, 1997 /s/ ROBERT R. HOLIAN
-----------------------------
Robert R. Holian
Vice President and Controller
- 3 -
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
99.1 Press Release dated October 20, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
[IMCO Recycling Inc. Letterhead]
For Information: Paul V. Dufour For Immediate Release
Telephone: (972) 869-6575 October 20, 1997
IMCO RECYCLING'S NET EARNINGS AND PROCESSING VOLUME
REACHED RECORD LEVELS IN 1997'S THIRD QUARTER
IMCO Recycling Inc. (NYSE:IMR) today reported third quarter 1997 net
earnings of $4.1 million or $.32 per common share. In the same period last
year, the company had a net loss of $0.8 million or $.07 per share including
special, after-tax charges totaling $2.7 million or $.23 per share. Before
these charges, the company's net earnings were $1.9 million or $.16 per share.
The third quarter 1996 charges resulted from IMCO's decision to shut
down its California aluminum recycling plant and to accelerate the closure of
the first cell of a company-owned landfill in Kentucky.
Don V. Ingram, chairman and chief executive officer, said the
company's net earnings and processing volume in 1997's third reporting period
were at record levels for the second consecutive quarter. "We benefited in the
period from operation of additional capacity acquired and built in the last two
years, and from strong customer demand for our recycling services. Volume in
the third quarter of 1997 rose by 39 percent compared to last year's third
quarter" he said.
"In addition, our gross profit per pound increased from the third
quarter of 1996 because of the higher volume and better plant operating
efficiency."
The company's interest expense rose in this year's third quarter due
to a higher level of debt. Selling, general and administrative (SG & A)
expenses increased from the year-ago
<PAGE> 2
reporting period because of the operation of more recycling facilities and
higher amortization of goodwill that resulted from IMCO's recent acquisitions.
Revenues in 1997's third quarter totaled $77.5 million, 44 percent
above revenues of $53.7 million in the same period of 1996. This rise was
mainly due to greater volume resulting from the operation of three Western U.S.
aluminum recycling plants as well as two Ohio facilities that serve the U.S.
steel industry, all of which were acquired in early 1997. In addition,
revenues increased because of greater volume at IMCO's Bedford, Indiana
facility and the startup in late March of its Coldwater, Michigan joint venture
plant.
IMCO Recycling's processing volume in the third quarter totaled 508
million pounds, 39 percent higher than the 365 million pounds processed in the
1996 quarter.
The company's net earnings in the first nine months of 1997 were $8.7
million or $.68 per share including an extraordinary loss of $1.3 million or
$.10 per share that was recorded in the first quarter. Before the
extraordinary loss, net earnings in the first three quarters were $10.0 million
or $.78 per share. Net earnings in the first nine months of 1996 were $4.8
million or $.39 per share including the special, after-tax charges. Net
earnings in the period before the charges were $7.5 million or $.61 per share.
The extraordinary loss recorded in 1997's first quarter resulted from
early extinguishment of debt that was prepaid in January. This action was
taken so that a refinancing of almost all of IMCO Recycling's debt could be
arranged to complete the acquisition of the three Western plants.
Revenues in the first nine months of 1997 totaled $236.6 million, 53
percent higher than revenues of $154.9 million in the first three quarters of
last year.
Volume in the first nine months of 1997 was 1.431 billion pounds, 30
percent above the 1.104 billion pounds processed in the same period of 1966.
Tolling operations, which
- 2 -
<PAGE> 3
involve the recycling of customer-owned materials in return for a processing
fee, accounted for 84 percent of total processing volume in the first nine
months of both 1997 and 1996.
IMCO Recycling Inc. is the world's largest aluminum recycler and also
processes zinc and magnesium. The company has 15 U.S. production facilities
and owns 50 percent of a joint venture that operates two recycling and foundry
alloy plans in Germany. It is also building an aluminum recycling plant in
Swansea, Wales that is expected to begin operating by the end of 1997. IMCO
Recycling's headquarters office is in Irving, Texas.
#####
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-looking statements made, or which may be made, in this news
release, including statements concerning plant completion dates, growth
prospects, volume, and earnings, are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties, and that actual results could differ materially from those
described therein. These risks and uncertainties would include, without
limitation, risks related to business conditions and growth in the aluminum and
aluminum recycling industries as well as the automotive industry and the
general economy; the price of aluminum on world and U.S. markets; fluctuations
in customer demand and the price for the company's services and metal; the
retention of major customers; changes in the many factors affecting the
company's projected and actual revenues and costs, including energy costs and
weather conditions; the future mix of buy-sell vs. tolling business; currency
exchange fluctuations; the timing and amounts of collections; operating levels
of the company's various facilities; future levels and timing of capital
expenditures; and other risks listed in the company's filings with the
Securities and Exchange Commission, including, but not limited to, the report
on Form 10-Q for the quarter ended June 30, 1997, particularly the "Cautionary
Statement For Purposes of Forward-Looking Statements" contained therein.
- 3 -
<PAGE> 4
IMCO RECYCLING INC. AND SUBSIDIARIES
CONSOLIDATED RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------- ----------------------
1997 1996 1997 1996
-------- -------- --------- --------
<S> <C> <C> <C> <C>
REVENUES . . . . . . . . . . . . . . . . . . . . . $ 77,461 $ 53,689 $236,588 $154,872
Cost of sales . . . . . . . . . . . . . . . . 64,618 51,064 201,468 136,550
-------- -------- -------- --------
GROSS PROFIT . . . . . . . . . . . . . . . . . . . 12,843 2,625 35,120 18,322
Selling, general and administrative expenses . 4,293 2,695 13,092 8,564
Interest expense . . . . . . . . . . . . . . . 1,937 969 5,596 2,559
Interest income . . . . . . . . . . . . . . . (113) (137) (292) (519)
Equity in earnings (loss) of affiliates . . . (272) 103 (362) (320)
-------- -------- -------- --------
5,845 3,630 18,034 10,284
EARNINGS (LOSS) BEFORE PROVISION FOR
INCOME TAXES, MINORITY INTERESTS
AND EXTRAORDINARY ITEM . . . . . . . . . . . . 6,998 (1,005) 17,086 8,038
Provision for income taxes . . . . . . . . . . 2,757 (207) 6,789 3,275
-------- -------- -------- --------
EARNINGS (LOSS) BEFORE MINORITY
INTERESTS AND EXTRAORDINARY ITEM 4,241 (798) 10,297 4,763
Minority interests, net of
provision for income taxes . . . . . . . . 110 -- 319 --
-------- -------- -------- --------
EARNINGS (LOSS) BEFORE
EXTRAORDINARY ITEM . . . . . . . . . . . . . 4,131 (798) 9,978 4,763
EXTRAORDINARY ITEM . . . . . . . . . . . . . . . . -- -- 1,318 --
-------- -------- -------- --------
NET EARNINGS (LOSS) $ 4,131 $ (798) $ 8,660 $ 4,763
======== ======== ======== ========
PER COMMON SHARE:
Earnings (Loss) before extraordinary item . . $ 0.32 $ (0.07) $ 0.78 $ 0.39
Extraordinary item . . . . . . . . . . . . . . -- -- (0.10) --
-------- -------- -------- --------
Net earnings (Loss) $ 0.32 $ (0.07) $ 0.68 $ 0.39
======== ======== ======== ========
Weighted average common and common
equivalent shares outstanding . . . . . . . . 12,994 12,009 12,814 12,335
-------- -------- -------- --------
SUPPLEMENTARY INFORMATION
- -------------------------
Depreciation and amortization . . . . . . . . . . . $ 3,964 $ 2,918 $ 11,737 $ 8,591
Capital spending . . . . . . . . . . . . . . . . . $ 5,947 $ 4,625 $ 24,973 $ 9,105
Long-term debt . . . . . . . . . . . . . . . . . . -- -- $110,824 $ 48,658
Total assets . . . . . . . . . . . . . . . . . . . -- -- $268,475 $159,969
</TABLE>
- 4 -