<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 September 30, 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 September 30, 2000, there were 8,776,383 shares of capital stock
outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ZEMEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(US$)
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------ -----------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,682,000 $ 1,592,000
Accounts receivable 14,592,000 19,829,000
Inventories 16,705,000 19,482,000
Prepaid expenses and other current assets 766,000 2,457,000
Future income tax benefits 677,000 677,000
------------ ------------
34,422,000 44,037,000
Property, plant and equipment 80,873,000 96,779,000
Other assets 11,712,000 18,228,000
Future income tax benefits 542,000 484,000
------------ ------------
TOTAL ASSETS $127,549,000 $159,528,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Bank indebtedness $ 14,895,000 $ 5,500,000
Accounts payable 4,878,000 5,959,000
Accrued liabilities 2,873,000 3,398,000
Accrued income taxes 3,633,000 950,000
Current portion of long term debt 528,000 617,000
------------ ------------
26,807,000 16,424,000
LONG TERM DEBT 311,000 50,502,000
OTHER NON-CURRENT LIABILITIES 661,000 585,000
------------ ------------
27,779,000 67,511,000
------------ ------------
NON-CONTROLLING INTEREST 3,236,000 2,970,000
------------ ------------
SHAREHOLDERS' EQUITY
Common stock 57,833,000 58,560,000
Retained earnings 42,493,000 33,920,000
Note receivable from shareholder (1,749,000) (1,749,000)
Cumulative translation adjustment (2,043,000) (1,684,000)
------------ ------------
96,534,000 89,047,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $127,549,000 $159,528,000
============ ============
</TABLE>
Prepared in accordance with Canadian GAAP
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<PAGE> 3
ZEMEX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(US$)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2000 1999 2000 1999
------------ ------------ ------------ ------------
(unaudited)
<S> <C> <C> <C> <C>
NET SALES $ 18,447,000 $ 20,115,000 $ 59,217,000 $ 58,453,000
------------ ------------ ------------ ------------
COSTS AND EXPENSES
Cost of goods sold 14,088,000 13,522,000 43,444,000 38,807,000
Selling, general and administrative 2,939,000 2,795,000 8,557,000 8,349,000
Depreciation, depletion and amortization 2,049,000 1,899,000 5,963,000 5,538,000
------------ ------------ ------------ ------------
19,076,000 18,216,000 57,964,000 52,694,000
------------ ------------ ------------ ------------
OPERATING (LOSS) INCOME (629,000) 1,899,000 1,253,000 5,759,000
------------ ------------ ------------ ------------
Interest income 30,000 27,000 118,000 97,000
Interest expense (365,000) (1,147,000) (1,982,000) (3,075,000)
Other expenses, net (16,000) (17,000) (3,010,000) (39,000)
------------ ------------ ------------ ------------
(351,000) (1,137,000) (4,874,000) (3,017,000)
------------ ------------ ------------ ------------
(LOSS) INCOME BEFORE (RECOVERY OF) PROVISION FOR INCOME TAXES
AND NON-CONTROLLING INTEREST (980,000) 762,000 (3,621,000) 2,742,000
(Recovery of) provision for income taxes (588,000) 163,000 (1,969,000) 618,000
Non-controlling interest in earnings (loss) of subsidiary 14,000 (23,000) 105,000 (40,000)
------------ ------------ ------------ ------------
(LOSS) INCOME FROM CONTINUING OPERATIONS (406,000) 622,000 (1,757,000) 2,164,000
INCOME FROM DISCONTINUED OPERATIONS -- 1,058,000 10,330,000 2,519,000
------------ ------------ ------------ ------------
NET (LOSS) INCOME $ (406,000) $ 1,680,000 $ 8,573,000 $ 4,683,000
============ ============ ============ ============
NET (LOSS) INCOME PER SHARE
BASIC
Continuing operations $ (0.05) $ 0.07 $ (0.21) $ 0.26
Discontinued operations $ -- $ 0.13 $ 1.22 $ 0.30
------------ ------------ ------------ ------------
$ (0.05) $ 0.20 $ 1.01 $ 0.56
------------ ------------ ------------ ------------
FULLY DILUTED
Continuing operations $ (0.05) $ 0.07 $ (0.18) $ 0.23
Discontinued operations $ -- $ 0.11 $ 1.06 $ 0.27
------------ ------------ ------------ ------------
$ (0.05) $ 0.18 $ 0.88 $ 0.50
------------ ------------ ------------ ------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC 8,438,945 8,456,727 8,484,544 8,404,070
FULLY DILUTED 8,795,945 10,020,877 9,987,121 9,825,861
------------ ------------ ------------ ------------
</TABLE>
Prepared in accordance with Canadian GAAP
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<PAGE> 4
ZEMEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(US$)
<TABLE>
<CAPTION>
2000 1999
------------ -----------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 8,573,000 $ 4,683,000
Adjustments to reconcile net income to
net cash flows from operating activities
Depreciation, depletion and amortization 6,343,000 6,521,000
Amortization of deferred financing costs 29,000 173,000
Increase in future income tax benefits (58,000) (447,000)
Non-controlling interest in subsidiary earnings (loss) 105,000 (40,000)
(Gain) loss on sale of property, plant and equipment (266,000) 96,000
Gain on sale of discontinued operations (15,191,000) --
(Increase) decrease in other assets (1,023,000) 13,000
Increase (decrease) in other non-current liabilities 76,000 (417,000)
Changes in non-cash working capital items 3,015,000 (2,545,000)
------------ -----------
Net cash provided by operating activities 1,603,000 8,037,000
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (4,607,000) (11,965,000)
Net proceeds from sale of discontinued operations 39,353,000 --
Proceeds from sale of securities 5,134,000 --
Proceeds from sale of assets 234,000 1,000
------------ -----------
Net cash provided by (used in) investing activities 40,114,000 (11,964,000)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in bank indebtedness 9,395,000 (7,000,000)
Net (decrease) increase in long term debt (50,221,000) 9,803,000
Issuance of common stock 366,000 789,000
Purchase of common stock and options (1,093,000) (107,000)
------------ -----------
Net cash (used in) provided by financing activities (41,553,000) 3,485,000
------------ -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (74,000) 88,000
------------ -----------
NET INCREASE (DECREASE) IN CASH 90,000 (354,000)
CASH AT BEGINNING OF PERIOD 1,592,000 1,062,000
------------ -----------
CASH AT END OF PERIOD $ 1,682,000 $ 708,000
============ ===========
</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 September 30, 2000 and 1999 and for the nine months ended September
30, 2000 and 1999 are unaudited but, in the opinion of management, reflect all
adjustments, considered necessary for a fair presentation of financial position
and results of operations. The results of operations for the three month and
nine month periods ended September 30, 2000 are not necessarily indicative of
operations for the entire 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 operates in two
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; and (ii) aluminum recycling, which includes Alumitech, Inc.,
Alumitech of Cleveland, Inc., Alumitech of Wabash, Inc., ETS Schaefer
Corporation and AWT Properties, Inc. (see note 1 below).
1. On April 11, 2000, the Corporation completed the sale of its metal powders
division, which includes Pyron Corporation and Pyron Metal Powders, Inc., for
$42.0 million to North American Hoganas Holdings, Inc., a subsidiary of Hoganas
AB. The Corporation recognized a pre-tax gain of $15.2 million in the second
quarter of 2000; the after-tax gain from this sale transaction was $9.4 million,
or $1.11 per share. The sale proceeds were applied to the Corporation's credit
facilities. Because of the sale, the metal powders division has been disclosed
as a discontinued operation and the prior period figures have 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
the Corporation's pre-existing credit facility, bearing interest at the same
rate and was secured by the same security package as the existing credit
facility. The bridge facility was fully repaid by October 31, 2000. The
redemption necessitated a make-whole payment to the noteholders of $1.2 million,
which was recorded in the first quarter of 2000 and was 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.
-5-
<PAGE> 6
SEGMENT INFORMATION
The Corporation's continuing operations are now 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
Three Months Ended September 30, 2000 Consolidated Minerals Recycling Corporate
------------------------------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $18,447,000 $12,755,000 $ 5,692,000 $ --
Operating (loss) income (629,000) 1,489,000 (1,067,000) (1,051,000)
Interest expense (365,000) (27,000) (7,000) (331,000)
(Loss) income from continuing operations (406,000) 1,218,000 (1,065,000) (559,000)
Income from discontinued operations -- -- -- --
Net (loss) income (406,000) 1,218,000 (1,065,000) (559,000)
------------ ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Industrial Aluminum
Three Months Ended September 30, 1999 Consolidated Minerals Recycling Corporate
------------------------------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $20,115,000 $12,824,000 $ 7,291,000 $ --
Operating income (loss) 1,899,000 1,921,000 807,000 (829,000)
Interest expense (1,147,000) (58,000) (8,000) (1,081,000)
Income (loss) from continuing operations 622,000 1,671,000 818,000 (1,867,000)
Income from discontinued operations 1,058,000 -- -- --
Net income (loss) 1,680,000 1,671,000 818,000 (1,867,000)
------------ ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Industrial Aluminum
Nine Months Ended September 30, 2000 Consolidated Minerals Recycling Corporate
------------------------------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $59,217,000 $39,566,000 $19,651,000 $ --
Operating income (loss) 1,253,000 4,489,000 (794,000) (2,442,000)
Interest expense (1,982,000) (34,000) (20,000) (1,928,000)
(Loss) income from continuing operations (1,757,000) 3,492,000 (772,000) (4,477,000)
Income from discontinued operations 10,330,000 -- -- 9,418,000
Net income (loss) 8,573,000 3,492,000 (772,000) 4,941,000
------------ ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Industrial Aluminum
Nine Months Ended September 30, 1999 Consolidated Minerals Recycling Corporate
------------------------------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $58,453,000 $38,116,000 $20,337,000 $ --
Operating income (loss) 5,759,000 6,023,000 2,091,000 (2,355,000)
Interest expense (3,075,000) (138,000) (54,000) (2,883,000)
Income (loss) from continuing operations 2,164,000 5,068,000 2,094,000 (4,998,000)
Income from discontinued operations 2,519,000 -- -- --
Net income (loss) 4,683,000 5,068,000 2,094,000 (4,998,000)
------------ ----------- ----------- -----------
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
Industrial Aluminum Discontinued
September 30, 2000 Consolidated Minerals Recycling Corporate Operations
------------------ ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Current assets $ 34,422,000 $ 28,595,000 $ 3,728,000 $ 2,099,000 $ --
Total assets 127,549,000 82,219,000 35,103,000 10,227,000 --
Total current liabilities 26,807,000 5,360,000 2,824,000 18,623,000 --
Total shareholders' equity 96,534,000 -- -- 96,534,000 --
------------ ------------ ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Industrial Aluminum Discontinued
September 30, 1999 Consolidated Minerals Recycling Corporate Operations
------------------ ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Current assets $ 43,037,000 $26,402,000 $ 5,341,000 $ 1,296,000 $ 9,998,000
Total assets 159,555,000 79,993,000 37,168,000 16,793,000 25,601,000
Total current liabilities 17,653,000 5,850,000 3,289,000 4,722,000 3,792,000
Total shareholders' equity 87,664,000 -- -- 87,664,000 --
------------ ------------ ----------- ----------- -----------
</TABLE>
COMMON SHARES AND STOCK OPTIONS
Shares Outstanding
As at September 30, 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 8,672,982 common shares issued and outstanding as of October 31,
2000. During the three and nine month periods ended September 30, 2000, the
Corporation repurchased 63,900 and 138,900 common shares respectively pursuant
to its issuer bid.
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
1,193,150 options outstanding as of October 31, 2000 of which 960,200 were
exercisable as of October 31, 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 income (loss) 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 organizational costs to be expensed as incurred.
Canadian GAAP permits the deferral of such costs.
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, are reported at
fair value, and are translated at the current exchange rate, which can give
rise to an exchange gain or loss. For Canadian GAAP purposes, such
securities are to be reported at cost unless their market value has
declined below cost, and are translated at the historical exchange rate.
-7-
<PAGE> 8
The following summarizes the income statement amounts in accordance with
U.S. GAAP where different from the amounts reported under Canadian GAAP.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
(Loss) income from continuing operations, as
reported $(406,000) $ 622,000 $(1,757,000) $ 2,164,000
Less: Start-up activities -- (552,000) -- (1,844,000)
Add: Exchange (loss) gain on
available-for-sale securities -- (13,000) -- 115,000
Tax effect related thereto -- 158,000 -- 484,000
--------- --------- ----------- -----------
(Loss) income from continuing operations
(U.S. GAAP) $(406,000) $ 215,000 $(1,757,000) $ 919,000
========= ========= =========== ===========
(Loss) income from continuing operations
per share (U.S. GAAP)
- basic $(0.05) $ 0.03 $(0.21) $ 0.11
- diluted $(0.05) $ 0.03 $(0.20) $ 0.11
--------- --------- ----------- -----------
</TABLE>
b. Balance Sheets
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.
The following summarizes the balance sheet amounts in accordance with U.S.
GAAP where different from the amounts reported under Canadian GAAP.
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
Canadian GAAP U.S. GAAP Canadian GAAP U.S. GAAP
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Property, plant and equipment $80,873,000 $78,135,000 $96,779,000 $94,042,000
Other assets 11,712,000 11,425,000 18,228,000 17,907,000
Accrued income taxes 3,633,000 3,633,000 950,000 491,000
Retained earnings 42,493,000 39,468,000 33,920,000 31,321,000
----------- ----------- ----------- -----------
</TABLE>
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<PAGE> 9
c. Statements of Comprehensive Income
U.S. GAAP requires a statement of comprehensive income as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
--------- --------- ------------ --------
<S> <C> <C> <C> <C>
Net (loss) income (U.S. GAAP) $(406,000) $215,000 $(1,757,000) $919,000
Change in foreign currency translation
adjustment, net of tax (2000,
$(69,000), $(180,000); 1999, $(7,000),
$112,000) (68,000) (18,000) (179,000) 289,000
Change in unrealized holding gains
(losses) on available-for-sale securities -- 3,000 -- (772,000)
--------- -------- ----------- --------
Comprehensive (loss) income $(474,000) $200,000 $(1,936,000) $436,000
========= ======== =========== ========
</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.
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 September
30, 2000 and the three months ended September 30, 1999, and for the nine months
ended September 30, 2000 and nine months ended September 30, 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 SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
Net Sales
The Corporation's net sales from continuing operations for the three months
ended September 30, 2000 were $18.4 million compared to $20.1 million for the
three months ended September 30, 1999, a decrease of $1.7 million, or 8.3%. Net
sales for the industrial minerals segment was $12.7 million, virtually unchanged
from the same period in 1999.
Net sales for the aluminum recycling segment for the three months ended
September 30, 2000 was $5.7 million, a decrease of $1.6 million, or 21.9%, from
the third quarter of 1999. The decrease is mainly due to a decrease in feedstock
processed, a decline in the metal contained in the material processed and a 5.4%
-9-
<PAGE> 10
decline in the price realized on the sale of secondary aluminum. The secondary
aluminum industry is very depressed at this time. The difficulties experienced
by the aluminum recycling group are common to the industry and the outlook
remains uncertain.
Cost of Goods Sold
Cost of goods sold for the three months ended September 30, 2000 was $14.1
million, an increase of $0.6 million, or 4.2%, from the comparable period in
1999. The Corporation's gross margin as a percentage of sales decreased to 23.6%
for the three months ended September 30, 2000 from 32.8% during the third
quarter of 1999. On a divisional basis, the industrial minerals group
experienced a gross margin decline from 33.1% to 30.9% due to the current mining
program. The currently active quarry does not produce feedstock for low iron
sand and as a result the margin has declined. This will reverse itself when the
mining program changes. The aluminum recycling group experienced a decline in
gross margins from 32.2% to 7.4%. This $1.9 million reduction is the major
factor negatively impacting the third quarter results. The decline is due to a
general decline in the secondary aluminum industry, which has caused two
significant and negative effects; first the reduction in the supply of dross
available for secondary processors such as ourselves; and second, a reduction in
the metal content in the dross. These factors have resulted in higher prices for
feedstock and lower values being produced from that feedstock. The outlook for
the industry in general, and the aluminum recycling group specifically, remains
uncertain with rapid deterioration being experienced in the third quarter of
2000. If the negative factors impacting the secondary aluminum industry
continue, the Corporation may be required to take further steps to restructure
its aluminum recycling operations.
Selling, General and Administrative Expense
Selling, general, and administrative expense ("SG&A") for the three months ended
September 30, 2000 was $2.9 million, an increase of $0.1 million, or 5.2%, from
the same period in 1999. As a percentage of sales, SG&A increased to 15.9% in
the third quarter of 2000 from 13.9% in the corresponding period in 1999. The
increase in SG&A spending was due to the cost of the investigation of
alternatives to maximize shareholder value. The increase in percentage is mainly
due to the sales decline in the aluminum recycling group.
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization ("DD&A") for the three months ended
September 30, 2000 was $2.0 million, an increase of 7.9% over the comparable
period in 1999 as a result of assets being acquired and placed into service over
the last twelve months.
Operating (Loss) Income
For the reasons discussed above, the operating loss for the three month period
ended September 30, 2000 was $0.6 million, compared to $1.9 million operating
income for the same period in 1999.
Interest Income
Interest income for the three months ended September 30, 2000 was $30,000,
virtually unchanged from the same period in 1999.
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<PAGE> 11
Interest Expense
Interest expense for the three months ended September 30, 2000 was $0.4 million,
a decrease of $0.8 million, or 68.2%, from the comparable period in 1999. The
decrease is primarily due to the sale of the metal powders division, the
proceeds from which were applied to pay down the Corporation's credit
facilities. Total bank indebtedness was $14.9 million as of September 30, 2000
compared to $53.0 million as of September 30, 1999.
(Recovery of) Provision for Income Taxes
For the three months ended September 30, 2000, the Corporation recognized a
marginal income tax benefit of $0.6 million from continuing operations as a
result of both an increase in the applicable tax rate and a decrease of income
earned from its U.S. continuing operations. During the third quarter of 1999,
the Corporation's provision for income taxes was $0.2 million.
Net (Loss) Income
As a result of the factors discussed above, the Corporation recorded net loss
from continuing operations for the three months ended September 30, 2000 of $0.4
million compared to $0.6 million net income for the same period ended September
30, 1999.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Net Sales
The Corporation's net sales for the nine months ended September 30, 2000 were
$59.2 million, an increase of $0.8 million, or 1.3%, from the same period in
1999. The increase in sales revenues from the industrial minerals segment of
$1.5 million was partially offset by a decrease of $0.7 million from the
aluminum recycling segment.
Net sales in the industrial minerals segment for the nine month period ended
September 30, 2000 increased by $1.5 million to $39.6 million from $38.1 million
in the corresponding period of 1999. The increase is due to higher sales of talc
and mica.
Sales from the Corporation's aluminum recycling segment for the nine months
ended September 30, 2000 were $19.6 million, $0.7 million, or 3.4%, lower than
in the same period of 1999.
Cost of Goods Sold
Cost of goods sold for the nine months ended September 30, 2000 was $43.4
million, an increase of $4.6 million, or 12.0%, from the comparable period in
1999. As a percentage of net sales, gross margin decreased to 26.6% for the nine
months ended September 30, 2000 from 33.6% for the same period in 1999.
The gross margin percentage in the industrial minerals group declined from 34.9%
for the nine months ended September 30, 1999 to 30.5% for the same period in
2000. The decline was due to the current mining program in the feldspar
operations as previously discussed.
The aluminum recycling group experienced a 39.1% decline in gross margin
percentage from 31.1% in 1999 to 18.9% for the nine months ended September 30,
2000. As previously discussed, general industry conditions have given rise to
tight supply of feedstock, low grade feedstock and higher costs. The outlook
remains uncertain. During 1999, the start-up costs of the calcium aluminate
facility were deferred. The start-up costs expensed in 2000 were $0.8 million
which contributed to the deterioration.
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Selling, General and Administrative Expense
SG&A expense for the nine month period ended September 30, 2000 was $8.6
million, an increase of $0.2 million from the corresponding period in 1999. As a
percentage of net sales, SG&A expense for the first three quarters of 2000 was
14.5%, virtually unchanged from the same period in 1999.
Depreciation, Depletion and Amortization
DD&A for the nine months ended September 30, 2000 was $6.0 million, an increase
of $0.4 million, or 7.7%, over the comparable period in 1999.
Operating Income
Due to the reasons discussed above, operating income for the nine month period
ended September 30, 2000 was $1.3 million, a decrease of $4.5 million, or 78.2%,
from the comparable period in 1999.
Interest Income
Interest income for the nine months ended September 30, 2000 was $0.1 million,
marginally higher than for the same period in 1999.
Interest Expense
Interest expense for the nine months ended September 30, 2000 was $2.0 million,
$1.1 million, or 35.6%, lower than in the same period in 1999 as a result of
decreased indebtedness. See the preceding discussion of interest expense for the
third quarter.
Other Expense, Net
The Corporation recorded other expense of $3.0 million for the nine months ended
September 30, 2000. This was primarily due to the recognition of $3.2 million of
expense associated with the early redemption of its Senior Secured Notes in
March 2000.
(Recovery of) Provision for Income Taxes
For the nine months ended September 30, 2000, the Corporation recognized an
income tax benefit of $2.0 million from the continuing operations. The
Corporation recorded an income tax provision of $0.6 million from the continuing
operations for the same period of 1999.
Net (Loss) Income
As a result of the factors discussed above, the Corporation recorded a net loss
of $1.8 million from continuing operations for the nine months ended September
30, 2000 compared to net income of $2.2 million from the same period ended
September 30, 1999.
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LIQUIDITY AND CAPITAL RESOURCES
Cash Flow from Operations
During the first three quarters of 2000, the Corporation generated cash flow
from operations of $1.6 million as compared to $8.0 million for the first nine
months of 1999. Non-cash working capital generated $3.0 million of cash for the
first nine months of 2000; in the corresponding period in 1999, non-cash working
capital items used $2.5 million of cash from operations. The change is mainly
due to an increase in accounts payable and income tax payable, offset by an
increase in accounts receivable.
The Corporation had working capital of $7.6 million at September 30, 2000
compared to $27.6 million 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. As a result of applying
proceeds from the sale of the metal powders division, the balance of credit
facilities was reduced to a current level of $14.9 million as of September 30,
2000.
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
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<PAGE> 14
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.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
None
Reports on Form S-8
Form S-8 filed August 31, 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 14th day of November, 2000.
ZEMEX CORPORATION
(Registrant)
By: /s/ ALLEN J. PALMIERE
------------------------------------------
Allen J. Palmiere
Vice President, Chief Financial Officer
and Corporate Secretary
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