<PAGE> 1
CONFORMED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission file number 1-228
ZEMEX CORPORATION
(Exact name of registrant as specified in its charter)
CANADA NONE
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
CANADA TRUST TOWER, BCE PLACE
161 BAY STREET, SUITE 3750
TORONTO, ONTARIO, CANADA, M5J 2S1
(Address of principal executive offices)
(416) 365-8080
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
TORONTO STOCK EXCHANGE/NEW YORK STOCK EXCHANGE CAPITAL STOCK, NO PAR VALUE
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
As of March 31, 2000, there were 8,899,224 shares of capital stock outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ZEMEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(US$)
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
------------ -----------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,342,000 $ 1,592,000
Accounts receivable 20,944,000 19,829,000
Income tax receivable 733,000 --
Inventories 20,238,000 19,482,000
Prepaid expenses and other current assets 2,467,000 2,457,000
Future income tax benefits 677,000 677,000
------------ ------------
49,401,000 44,037,000
Property, plant and equipment 96,673,000 96,779,000
Other assets 12,467,000 18,228,000
Future income tax benefits 490,000 484,000
------------ ------------
TOTAL ASSETS $159,031,000 $159,528,000
------------ ------------
LIABILITIES
CURRENT LIABILITIES
Bank indebtedness $ 54,950,000 $5,500,000
Accounts payable 7,406,000 5,959,000
Accrued liabilities 3,587,000 3,398,000
Accrued income taxes -- 950,000
Current portion of long term debt 557,000 617,000
------------ ------------
66,500,000 16,424,000
LONG TERM DEBT 434,000 50,502,000
OTHER NON-CURRENT LIABILITIES 618,000 585,000
------------ ------------
67,552,000 67,511,000
------------ ------------
NON-CONTROLLING INTEREST 3,091,000 2,970,000
------------ ------------
SHAREHOLDERS' EQUITY
Common stock 58,801,000 58,560,000
Retained earnings 33,058,000 33,920,000
Note receivable from shareholder (1,749,000) (1,749,000)
Cumulative translation adjustment (1,722,000) (1,684,000)
------------ ------------
88,388,000 89,047,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $159,031,000 $159,528,000
------------ ------------
</TABLE>
Prepared in accordance with Canadian GAAP
- 2 -
<PAGE> 3
ZEMEX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31
(US$)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
NET SALES $ 19,669,000 $ 18,586,000
------------ ------------
COSTS AND EXPENSES
Cost of goods sold 13,825,000 12,401,000
Selling, general and administrative 2,739,000 2,598,000
Depreciation, depletion and amortization 1,966,000 1,783,000
------------ ------------
18,530,000 16,782,000
------------ ------------
OPERATING INCOME 1,139,000 1,804,000
------------ ------------
Interest income 44,000 41,000
Interest expense (1,110,000) (876,000)
Other expense, net (note 2) (3,125,000) (20,000)
------------ ------------
(4,191,000) (855,000)
------------ ------------
(LOSS) INCOME BEFORE (RECOVERY OF) PROVISION FOR
INCOME TAXES AND NON-CONTROLLING INTEREST (3,052,000) 949,000
(Recovery of) provision for income taxes (1,350,000) 215,000
Non-controlling interest in earnings (loss) of subsidiary 71,000 (13,000)
------------ ------------
(LOSS) INCOME FROM CONTINUING OPERATIONS (1,773,000) 747,000
INCOME FROM DISCONTINUED OPERATIONS 911,000 641,000
------------ ------------
NET (LOSS) INCOME $ (862,000) $ 1,388,000
============ ============
NET (LOSS) INCOME PER SHARE
BASIC
Continuing operations $ (0.21) $ 0.09
Discontinued operations $ 0.11 $ 0.08
------------ ------------
$ (0.10) $ 0.17
------------ ------------
FULLY DILUTED
Continuing operations $ (0.21) $ 0.08
Discontinued operations $ 0.11 $ 0.07
------------ ------------
$ (0.10) $ 0.15
------------ ------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC 8,516,328 8,350,590
FULLY DILUTED 8,516,328 9,926,240
============ ============
</TABLE>
Prepared in accordance with Canadian GAAP
- 3 -
<PAGE> 4
ZEMEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31
(US$)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (862,000) $ 1,388,000
Adjustments to reconcile net (loss) income
to net cash flows from operating activities
Depreciation, depletion and amortization 2,347,000 2,111,000
Amortization of deferred financing costs 29,000 43,000
Increase in future income tax benefits (6,000) (28,000)
Non-controlling interest in subsidiary earnings (loss) 71,000 (13,000)
(Gain) loss on sale of property, plant and equipment (120,000) 5,000
Decrease (increase) in other assets 1,409,000 (232,000)
Increase in other non-current liabilities 33,000 52,000
Changes in non-cash working capital items (1,948,000) (493,000)
------------ ------------
Net cash provided by operating activities 953,000 2,833,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (2,051,000) (3,531,000)
Proceeds of sales of securities 4,215,000 --
Proceeds from sale of assets 78,000 --
------------ ------------
Net cash provided by (used in) investing activities 2,242,000 (3,531,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in bank indebtedness 49,450,000 --
Net (decrease) increase in long term debt (50,128,000) 40,000
Issuance of common stock 241,000 258,000
------------ ------------
Net cash (used in) provided by financing activities (437,000) 298,000
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (8,000) 26,000
------------ ------------
NET INCREASE (DECREASE) IN CASH 2,750,000 (374,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,592,000 1,062,000
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,342,000 $ 688,000
------------ ------------
</TABLE>
Prepared in accordance with Canadian GAAP
- 4 -
<PAGE> 5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of Zemex Corporation
and its subsidiaries (the "Corporation"). The financial data for the three
months ended March 31, 2000 and 1999 are unaudited but, in the opinion of the
management of the Corporation, reflect all adjustments, consisting only of
normal recurring adjustments, considered necessary for a fair presentation of
financial position and results of operations. The results of operations for the
three-month period ended March 31, 2000 are not necessarily indicative of
operations for the year. All material intercompany transactions have been
eliminated.
OVERVIEW
The Corporation is a diversified producer of specialty materials and products
for use in a variety of industrial applications. The Corporation has operated in
three principal business segments: (i) industrial minerals, which includes The
Feldspar Corporation, Suzorite Mica Products Inc., Suzorite Mineral Products,
Inc., Zemex Fabi-Benwood, LLC, Zemex Industrial Minerals, Inc. and Zemex Mica
Corporation; (ii) metal powders, which includes Pyron Corporation and Pyron
Metal Powders, Inc. (see note 1 below); and (iii) aluminum recycling, which
includes Alumitech, Inc., Alumitech of Cleveland, Inc., Alumitech of Wabash,
Inc., ETS Schaefer Corporation and AWT Properties, Inc.
1. On April 11, 2000, the Corporation announced that its wholly-owned
subsidiary, Zemex U.S. Corporation, had completed the sale of its 100% stock
ownership interest in Pyron Corporation and Pyron Metals Powders, Inc. to North
American Hoganas Holdings, Inc., a subsidiary of Hoganas AB, for gross proceeds
of approximately $41 million in cash, subject to certain post-closing
adjustments. The book value of the metal powders group as at December 31, 1999
was $23 million. Because of the sale, the two companies that make up the metal
powders group have been disclosed as discontinued operations and the prior
period has been reclassified accordingly.
2. To effect the disposition of Pyron Corporation and Pyron Metal Powders, Inc.,
on March 8, 2000, the Corporation redeemed its outstanding Senior Secured Notes.
The redemption was financed by a bridge facility structured as an amendment to
its existing credit facility and bears interest at the same rate and is secured
by the same security package as its existing credit facility. The bridge
facility has a term to October 31, 2000 and is to be partially repaid from the
proceeds of the sale of the Pyron Corporation and Pyron Metal Powders, Inc. The
redemption necessitated a make-whole payment to the noteholders of $1.2 million,
which was recorded in the first quarter of 2000 and included in other expenses.
Additionally $0.3 million was paid out in related transaction expenses and $1.7
million in deferred financing expenses related to the issuance of the Senior
Secured Notes was written off.
3. During the second quarter of 1998, the Corporation initiated an attempted
acquisition of control of Inmet Mining Corporation ("Inmet"). Approximately 4.4
million shares of Inmet were acquired. The purchase was financed by the
Corporation's credit facilities, as amended. Subsequently, the acquisition was
abandoned and the Corporation sold, pursuant to an issuer bid, approximately 2.6
million common shares of Inmet for proceeds of approximately C$14.9 million. No
gain or loss was recognized on the transaction at that time. The Corporation
recorded a foreign exchange loss in 1998 of $0.7 million in other expense as a
result of a decline in the value of the Canadian dollar. In February 2000, the
Corporation sold its remaining 1.8 million common shares of Inmet for net
proceeds of C$6.0 million. No gain or loss was recorded in the first quarter of
2000 as the investment was written down at December 31, 1999 by $0.5 million to
the amount realized when the investment was sold.
- 5 -
<PAGE> 6
SEGMENT INFORMATION
The Corporation's continuing operations is now composed of two principal lines
of business and is organized into two distinct operating units based on product
lines: (i) industrial minerals; and (ii) aluminum recycling.
Information pertaining to sales and earnings (loss) from continuing operations
and assets by business segment appears below:
<TABLE>
<CAPTION>
Industrial Aluminum
Period Ended March 31, 2000 Consolidated Minerals Recycling Corporate
------------ ----------- ---------- ------------
<S> <C> <C> <C> <C>
Net sales $19,669,000 $12,895,000 $6,774,000 $ --
Operating income (loss) 1,139,000 1,562,000 239,000 (662,000)
Interest (expense) (1,110,000) 16,000 (6,000) (1,120,000)
(Loss) income from continuing operations (1,773,000) 1,249,000 253,000 (3,275,000)
Income from discontinued operations 911,000 -- -- --
Net (loss) income (862,000) 1,249,000 253,000 (3,275,000)
----------- ----------- ---------- ------------
</TABLE>
<TABLE>
<CAPTION>
Industrial Aluminum
Period Ended March 31, 1999 Consolidated Minerals Recycling Corporate
------------ ----------- ---------- ------------
<S> <C> <C> <C> <C>
Net sales $18,586,000 $12,577,000 $6,009,000 $ --
Operating income (loss) 1,804,000 2,116,000 401,000 (713,000)
Interest expense (876,000) (12,000) (29,000) (835,000)
Income (loss) from continuing operations 747,000 1,735,000 397,000 (1,385,000)
Income from discontinued operations 641,000 -- -- --
Net income (loss) 1,388,000 1,735,000 397,000 (1,385,000)
----------- ----------- ---------- ------------
</TABLE>
<TABLE>
<CAPTION>
Industrial Aluminum Discontinued
March 31, 2000 Consolidated Minerals Recycling Corporate Operations
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Current assets $ 49,401,000 $28,008,000 $ 4,988,000 $ 5,067,000 $11,338,000
Total assets 159,031,000 82,429,000 36,831,000 15,300,000 24,471,000
Total current liabilities 66,500,000 4,902,000 3,127,000 55,530,000 2,941,000
Total shareholders' equity 88,388,000 -- -- 88,388,000 --
------------ ----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Industrial Aluminum Discontinued
March 31, 1999 Consolidated Minerals Recycling Corporate Operations
------------ ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Current assets $ 39,666,000 $23,959,000 $ 3,010,000 $ 1,253,000 $11,444,000
Total assets 151,935,000 75,429,000 34,560,000 16,239,000 25,707,000
Total current liabilities 25,182,000 4,864,000 4,122,000 10,741,000 5,455,000
Total shareholders' equity 83,685,000 -- -- 83,685,000 --
----------- ----------- ----------- ----------- -----------
</TABLE>
- 6 -
<PAGE> 7
COMMON SHARES AND STOCK OPTIONS
Shares Outstanding
As at March 31, 2000, the Corporation's authorized capital stock consists of an
unlimited number of first preference shares without par value and an unlimited
number of common shares without par value. There were no preference shares and
8,884,990 common shares issued and outstanding as of April 30, 2000.
Stock Options Outstanding
The Corporation provides stock option incentive plans, which are intended to
provide long term incentives and rewards to executive officers, directors and
other key employees contingent upon an increase in the market value of the
Corporation's common shares. The options vest and are exercisable from the
beginning of the second year subsequent to the date of issuance. There were
1,158,150 options outstanding as of April 30, 2000 of which 728,250 are
exercisable as of April 30, 2000.
DIFFERENCES FROM UNITED STATES ACCOUNTING PRINCIPLES
These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada ("Canadian GAAP"). The
differences between Canadian and U.S. generally accepted accounting principles
("U.S. GAAP") do not have a material effect on the Corporation's reported
financial position or net (loss) income or cash flows except as follows:
a. Income Statements
The implementation of the American Institute of Certified Public
Accountants Statement of Position 98-5 ("SOP 98-5") requires costs of
start-up activities and organization costs to be expensed as incurred.
Canadian GAAP permits the deferral of such costs.
<TABLE>
<CAPTION>
Period Ended Period Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
(Loss) income from continuing operations, as reported $ (1,773,000) $ 747,000
Less: Start-up activities -- (541,000)
Tax effect related thereto -- 151,000
------------ ---------
(Loss) income from continuing operations (U.S. GAAP) $ (1,773,000) $ 357,000
------------ ---------
(Loss) income from continuing operations per share (U.S. GAAP)
- basic $(0.21) $ 0.04
- diluted $(0.21) $ 0.04
------------ ---------
</TABLE>
b. Balance Sheets
The following summarizes the balance sheet amounts in accordance with U.S.
GAAP where different from the amounts reported under Canadian GAAP.
- 7 -
<PAGE> 8
For purposes of reporting in accordance with U.S. GAAP, certain equity
securities that are not held principally for the purpose of sale in the
near term are classified as available-for-sale securities and are reported
at fair value, with unrealized gains and losses excluded from earnings and
reported in a separate component of shareholders' equity. For Canadian GAAP
purposes, such securities are to be reported at cost and included in other
assets unless there is deemed to have been a permanent impairment in their
value.
U.S. GAAP, SOP 98-5, requires that the costs of start-up activities be
expensed in the period incurred rather than be deferred. SOP 98-5 is
effective for periods beginning after December 15, 1998. Initial
implementation is reported as a cumulative effect of a change in accounting
principle without retroactive application.
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
------------------------------ ------------------------------
Canadian GAAP U.S. GAAP Canadian GAAP U.S. GAAP
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Property, plant and equipment $ 96,673,000 $ 93,936,000 $ 96,779,000 $ 94,042,000
Other assets 12,467,000 12,158,000 18,228,000 17,907,000
Accrued income taxes -- -- 950,000 491,000
Retained earnings 33,058,000 30,012,000 33,920,000 31,321,000
------------ ------------ ------------ ------------
</TABLE>
c. Statements of Comprehensive Income
U.S. GAAP requires a statement of comprehensive income as follows:
<TABLE>
<CAPTION>
Period Ended March 31 2000 1999
----------- --------
<S> <C> <C>
(Loss) income from continuing operations (U.S. GAAP) $(1,773,000) $357,000
Change in foreign currency translation adjustment, net of tax
(2000, $(17,000); 1999, $39,000) (21,000) 102,000
Change in unrealized holding losses on
available-for-sale securities -- (373,000)
----------- --------
Comprehensive (loss) income $(1,794,000) $ 86,000
----------- --------
</TABLE>
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS No. 133), which established accounting and
reporting standards for derivative instruments and hedging activities. It
requires an entity to measure all derivatives at fair value and to recognize
them in the balance sheet as an asset or liability, depending on the entity's
rights or obligations under the applicable derivative contract. Management has
not yet evaluated the effects of this statement on its results of operations. As
required, the Corporation will adopt SFAS No. 133 in the first quarter of 2001.
- 8 -
<PAGE> 9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion and analysis of the financial condition and
results of operations of the Corporation for the three months ended March 31,
2000 and the three months ended March 31, 1999, and certain factors that may
affect the Corporation's prospective financial condition and results of
operations. The following should be read in conjunction with the Consolidated
Financial Statements and related notes thereto.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
Net Sales
The Corporation's net sales from continuing operations for the three months
ended March 31, 2000 were $19.7 million compared to $18.6 million in March 31,
1999, an increase of $1.1 million, or 5.8%.
Net sales of $12.9 million in the industrial minerals segment for the three
month period ended March 31, 2000 represented an increase of $0.3 million, or
2.5%, over the 1999 period. Of the increase, $0.6 million is due to an increase
in talc sales revenue, offset by an $0.8 million decrease in feldspar sales
revenue.
Net sales for the aluminum recycling segment for the three months ended March
31, 2000 were $6.8 million, an increase of $0.8 million, or 12.7%, from the
first quarter of 1999. The increase is attributable to growth in sales of the
Corporation's heat containment products and an increase in aluminum prices.
Cost of Goods Sold
Cost of goods sold for the three months ended March 31, 2000 was $13.8 million,
an increase of $1.4 million, or 11.5%, from the comparable period in 1999. The
Corporation's gross margin as a percentage of sales decreased to 29.7% for the
three months ended March 31, 2000 from 33.3% during the first quarter of 1999.
Selling, General and Administrative Expense
Selling, general, and administrative expense ("SG&A") for the three months ended
March 31, 2000 increased to $2.7 million, $0.1 million, or 5.4%, over the same
period of 1999. As a percentage of sales, SG&A for the three months ended March
31, 2000 and March 31, 1999 was 13.9%.
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization for the three months ended March 31,
2000 was $2.0 million, an increase of 10.3% over the comparable period in 1999,
as a result of assets acquired and placed into service over the last three
months.
Operating Income
Operating income for the three month period ended March 31, 2000 was $1.1
million, a decrease of $0.7 million from the comparable period in 1999.
- 9 -
<PAGE> 10
Interest Income
Interest income for the three months ended March 31, 2000 was $0.1 million,
unchanged from the same period in 1999.
Interest Expense
Interest expense for the three months ended March 31, 2000 was $1.1 million, up
from $0.9 million for the comparable period in 1999. Total indebtedness was
$55.9 million at the end of the first quarter of 2000 compared to $51.5 million
at the end of the first quarter of 1999. Total indebtedness will be
significantly reduced as a result of the sale of the metal powders group and,
interest expense will decline accordingly.
Other Expense, Net
The Corporation recognized other expenses of $3.2 million in connection with the
early redemption of its Senior Secured Notes on March 8, 2000 (see note 2 on
page 5). Of the $3.2 million, a $1.2 million make-whole premium was paid to the
noteholders, $0.3 million was paid out in related transaction expenses, and $1.7
million in deferred financing expenses relating to the issuance of the Senior
Secured Notes was written off.
(Recovery of) Provision for Income Taxes
For the three months ended March 31, 2000, the Corporation recognized an income
tax benefit of $1.4 million from continuing operations. During the first quarter
of 1999, the Corporation's provision for income taxes was $0.2 million. The gain
on the sale of the metal powders group will be recorded in the second quarter of
2000 resulting in additional tax expenses, which will offset the first quarter
recovery.
Net (Loss) Income
As a result of the factors discussed above, the Corporation recorded a net loss
from continuing operations for the three months ended March 31, 2000 of $0.9
million compared to net income of $1.4 million for the three months ended March
31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow from Operations
During the first quarter of 2000, the Corporation generated cash flow from
operations of $1.0 million as compared to $2.8 million for the first quarter of
1999. In 2000, non-cash working capital used $1.9 million of cash generated from
operations; in the corresponding period in 1999 non-cash working capital items
used $0.5 million of cash. The increase of $1.4 million is mainly due to an
increase in accounts receivable and income tax receivable.
The Corporation had a working capital deficit of $17.1 million at March 31, 2000
compared to $27.6 million in working capital at December 31, 1999. The decrease
in working capital arose as a result of replacing the Corporation's $50 million
Senior Secured Notes with a $50 million bridge facility in March 2000. The
proceeds from the sale of the metal powders division (see note 1 on page 5) were
used to partially repay this facility and, accordingly, the Corporation's
working capital status will significantly improve in the second quarter ended
June 30, 2000.
- 10 -
<PAGE> 11
The Corporation sold its remaining 1.8 million common shares of Inmet Mining
Corporation in February 2000 for net proceeds of C$6.0 million. No gain or loss
was recognized in the first quarter of 2000 as the investment was written down
at the end of the 1999 fiscal year to the amount realized when the investment
was sold in February 2000 (see Note 3 on page 5).
It is the opinion of management that there are sufficient sources of funds
available to meet its anticipated cash requirements.
YEAR 2000
The Corporation operates in basic industries that do not rely heavily on
computerized systems. Although the change in date has occurred and the
Corporation has suffered no consequences, it is not possible to conclude that
all aspects of the year 2000 issue affecting the Corporation have been fully
resolved.
ITEM 3 - MARKET RISK
Market risk represents the risk of loss that may impact the consolidated
financial statements of the Corporation due to adverse changes in financial
market prices and rates. The Corporation's market risk is primarily the result
of fluctuations in interest rates and aluminum prices. Management monitors the
movements in interest rates and performs a periodic sensitivity analysis on
aluminum prices and, on that basis, decides on the appropriate measures to take.
Current prices and interest rates are such that no measures need be taken at
this time.
The Corporation does not hold or issue financial instruments for trading
purposes. A discussion of the Corporation's financial instruments is included in
the financial instruments note to the Consolidated Financial Statements in the
Corporation's Annual Report on Form 10K for the year ended December 31, 1999.
CAUTIONARY "SAFE HARBOR" STATEMENT UNDER THE
UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this report
are forward looking statements that involve risks and uncertainties that could
cause actual results to differ materially from targeted or projected results.
Factors that could cause actual results to differ materially include, among
others, fluctuations in aluminum prices, problems regarding unanticipated
competition, processing, access and transportation of supplies, availability of
materials and equipment, force majeure events, the failure of plant equipment or
processes to operate in accordance with specifications or expectations,
accidents, labor relations, delays in start-up dates, environmental costs and
risks, the outcome of acquisition negotiations and general domestic and
international economic and political conditions, as well as other factors
described herein or in the Corporation's filings with the Commission. Many of
these factors are beyond the Corporation's ability to predict or control.
Readers are cautioned not to put undue reliance on forward looking statements.
- 11 -
<PAGE> 12
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
None
Reports on Form 8-K
Form 8-K filed on March 9, 2000
Form 8-K filed on March 17, 2000
Form 8-K filed on April 21, 2000
* * * * *
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated this 15th day of May, 2000.
ZEMEX CORPORATION
(Registrant)
By: /s/ ALLEN J. PALMIERE
------------------------------------------
Allen J. Palmiere
Vice President and Chief Financial Officer
- 12 -
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000075644
<NAME> ZEMEX CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,342,000
<SECURITIES> 0
<RECEIVABLES> 21,299,000
<ALLOWANCES> (355,000)
<INVENTORY> 20,238,000
<CURRENT-ASSETS> 49,401,000
<PP&E> 147,102,000
<DEPRECIATION> 50,429,000
<TOTAL-ASSETS> 159,031,000
<CURRENT-LIABILITIES> 66,500,000
<BONDS> 0
0
0
<COMMON> 8,899,000
<OTHER-SE> 79,489,000
<TOTAL-LIABILITY-AND-EQUITY> 159,031,000
<SALES> 19,669,000
<TOTAL-REVENUES> 19,669,000
<CGS> 13,825,000
<TOTAL-COSTS> 18,530,000
<OTHER-EXPENSES> 3,125,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,110,000
<INCOME-PRETAX> (3,052,000)
<INCOME-TAX> (1,350,000)
<INCOME-CONTINUING> (1,773,000)
<DISCONTINUED> 911,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (862,000)
<EPS-BASIC> (0.21)
<EPS-DILUTED> (0.21)
</TABLE>
