<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarter ended December 31, 1999 Commission File No. 0-20600
----------------- -------
ZOLTEK COMPANIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Missouri 43-1311101
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3101 McKelvey Road, St. Louis, Missouri 63044
- --------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 291-5110
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 the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date: As of
February 14, 2000, 18,701,338 shares of Common Stock, $.01 par value,
were outstanding.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
ZOLTEK COMPANIES, INC.
CONSOLIDATED BALANCE SHEET
--------------------------
(Amounts in thousands, except share and per share amounts)
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,776 $ 4,250
Marketable securities 7,052 7,117
Accounts receivable, less allowance for doubtful accounts of $1,053 and
$774, respectively 18,346 13,138
Inventories 40,376 28,490
Prepaid expenses 450 212
Other receivables 1,570 436
Refundable income taxes 2,351 1,620
-------- --------
Total current assets 73,921 55,263
Property and equipment, net 93,104 77,422
Intangible assets, net (including goodwill) 49,611 -
Other assets 1,322 4,071
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Total assets $217,958 $136,756
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term notes payable $ - $ 1,455
Current maturities of long-term debt 4,134 630
Trade accounts payable 18,073 6,650
Accrued expenses and other liabilities 7,458 2,582
Income taxes payable 1,541 -
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Total current liabilities 31,206 11,317
Long-term debt, less current maturities 41,991 5,423
Other long-term liabilities 767 815
Deferred income taxes 3,381 3,367
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Total liabilities 77,345 20,922
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Mandatorily redeemable common stock, 210,000 and 160,000 shares, respectively 1,700 1,200
Shareholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
no shares issued or outstanding - -
Common stock, $.01 par value, 50,000,000 shares authorized,
18,491,331 and 16,041,338 shares issued and outstanding, respectively 184 160
Additional paid-in capital 125,798 98,823
Retained earnings 29,987 31,185
Treasury common stock at cost, 15,000 shares (118) (118)
Outstanding common stock put options, 210,000 and 160,000 shares, respectively 280 181
Accumulated other comprehensive income (17,218) (15,597)
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Total shareholders' equity 138,913 114,634
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Total liabilities and shareholders' equity $217,958 $136,756
======== ========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
2
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<TABLE>
ZOLTEK COMPANIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(Amounts in thousands, except per share data)
(Unaudited)
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
-------------------------------
1999 1998
---- ----
<S> <C> <C>
Net sales $22,933 $18,724
Cost of sales 17,737 14,083
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Gross profit 5,196 4,641
Available unused capacity costs 989 990
Selling, general and administrative expenses 5,050 3,753
Goodwill and intangibles amortization (374) -
------- -------
Loss from operations (1,217) (102)
Other income (expense):
Interest expense (611) (118)
Interest income 198 367
Other, net (93) 1
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Income (loss) from operations before income taxes (1,723) 148
Provision (benefit) for income taxes (525) 138
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Net income (loss) ($1,198) $ 10
======= =======
Net income (loss) per share:
Basic and diluted income per share:
Net income (loss) ($0.07) $ 0.00
Weighted average common shares outstanding 17,343 16,216
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
3
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<TABLE>
ZOLTEK COMPANIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(Amounts in thousands)
(Unaudited)
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
-------------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ($1,198) $ 10
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities:
Depreciation and amortization 2,058 1,314
Unrealized foreign exchange (gain) loss (106) 63
Other, net 56 10
Changes in assets and liabilities before acquisitions:
Decrease in accounts receivable 5,701 2,940
(Increase) decrease in other receivables (34) 789
Increase in inventories (3,641) (5,468)
Increase in prepaid expenses and other assets (878) (493)
Increase (decrease) in trade accounts payable 1,337 (1,992)
Increase (decrease) in accrued expenses and other liabilities (248) 474
Decrease in income taxes payable/refundable and deferred taxes (1,260) (12)
Increase (decrease) in other long-term liabilities (75) 3
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Total adjustments 2,910 (2,372)
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Net cash provided (used) by operating activities 1,712 (2,362)
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Cash flows from investing activities:
Payments for purchase of Zoltek Intermediates companies,
net of cash acquired (34,317) -
Payments for purchase of property and equipment (2,794) (6,885)
(Increase) decrease in notes receivable 21 (12)
Sale (purchase) of marketable securities (61) 16,811
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Net cash provided (used) by investing activities (37,151) 9,914
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Cash flows from financing activities:
Proceeds from sale of Zoltek stock options 98 -
Proceeds from issuance of notes payable 40,000 388
Repayment of notes payable (5,125) (177)
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Net cash provided by financing activities 34,973 211
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Effect of exchange rate changes on cash (8) 3
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Net increase (decrease) in cash (474) 7,766
Cash and cash equivalents at beginning of period 4,250 8,004
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Cash and cash equivalents at end of period $ 3,776 $15,770
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Net cash paid during the period for:
Interest $ 152 $ 65
Income taxes $ 739 $ 151
Non-cash financing activities:
Issuance of common stock in acquisitions $ 27,500 $ -
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
4
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ZOLTEK COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. UNAUDITED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments of a normal and recurring
nature necessary for a fair presentation of the financial position and
results of operations as of the dates and for the periods presented.
These financial statements should be read in conjunction with the
Company's 1999 Annual Report which includes consolidated financial
statements and notes thereto for the fiscal year ended September 30,
1999. Certain reclassifications have been made to conform prior year's
data to the current presentation. The results for the quarter ended
December 31, 1999 are not necessarily indicative of the results which
may be expected for the fiscal year ending September 30, 2000.
2. PRINCIPLES OF CONSOLIDATION
Zoltek Companies, Inc. (the "Company") is a holding company, which owns
the stock of the Company's operating subsidiaries, Zoltek Corporation
("Zoltek"), Structural Polymer (Holdings) Limited ("SP Systems"), Cape
Composites, Incorporated, Engineering Technology Corporation, Zoltek
Intermediates Corporation, Zoltek Properties, Inc. and Zoltek Rt. The
Company's Carbon Fiber business segment is primarily focused on the low
cost manufacturing and application of carbon fibers used as
reinforcement in composite materials. The Company's Composite
Intermediates business segment provides composite engineering and design
technology, composite fabrication and processing technology and
composite materials. The Company's Specialty Products business segment
manufactures and markets acrylic and nylon products and fibers to the
textile industry.
The consolidated balance sheets of the Company's international
subsidiaries, Structural Polymer (Holdings) Limited and Zoltek Rt., were
translated from British Pounds and Hungarian Forints, respectively, to
U.S. Dollars at the exchange rate in effect at the balance sheet date,
while their consolidated statements of operations were translated using
the average exchange rates in effect during the periods presented.
Adjustments resulting from foreign currency transactions are recognized
in income, whereas adjustments resulting from the translation of
financial statements are reflected as a separate component of
shareholders' equity. These financial statements have been prepared in
accordance with U.S. generally accepted accounting principles. All
significant intercompany transactions and balances have been eliminated
upon consolidation.
3. ACQUISITIONS
During the first quarter of fiscal 2000, the Company acquired a series
of downstream businesses which now comprise its Composite Intermediates
business segment. The companies acquired were:
On October 1, 1999, Zoltek acquired all of the outstanding
stock of Cape Composites for approximately $0.3 million in
cash and assumed all outstanding liabilities. Cape Composites
is a manufacturer of carbon fiber prepreg composite materials.
On November 9, 1999, Engineering Technology Corporation ("EnTec"), a
Missouri corporation which is a wholly-owned subsidiary of the
Company, acquired substantially all of the assets of Engineering
Technology, Inc., a Utah corporation, for $2.7 million in cash.
Engineering Technology, Inc. designs, manufactures and sells filament
winding equipment.
On November 15, 1999, EnTec also acquired all of the outstanding stock
of CMC and Ramal International, Inc. (parent company of CMC) for
approximately $0.4 million in cash and assumed all outstanding debt
of approximately $0.3 million. CMC designs and manufacturers filament
winding and pultrusion equipment used in the production of composite
parts.
Subsequent to the acquisitions of Cape Composites, EnTec and CMC,
the Company provided working capital of approximately $2.1 million
for the payment of accounts payable, accrued expenses and outstanding
debt to certain banks. The Company anticipates making additional
working capital available to these acquired companies during fiscal
2000. The sources of these funds has been and is expected to be
available cash balances and borrowings under the Company's credit
facilities.
On November 19, 1999, the Company acquired all of the outstanding stock
of SP Systems for approximately $30.0 million in cash and 2.5 million
shares of the Company's common stock. The Company also borrowed $5.0
million to refinance certain existing bank debt of SP Systems and fund
working capital requirements. SP Systems designs and manufactures
composite materials used in large-scale structures such as wind turbine
blades and marine structures.
The foregoing acquisitions are reported under the purchase method of
accounting and are included in the Company's consolidated financial
statements from the date of acquisition. The purchase price allocation
includes assets and liabilities acquired at their estimated fair values.
The excess purchase price over the fair value market value of the net
assets acquired was allocated to goodwill.
5
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<PAGE>
Set forth below is aggregate selected unaudited purchased price data of
the acquired companies at the dates of acquisition.
<TABLE>
<CAPTION>
SP Systems Other Total
---------- ----- -----
<S> <C> <C> <C>
Fair value of assets and liabilities acquired:
Current assets $ 18,342 $ 2,310 $ 20,652
Long-term assets 9,093 6,567 15,660
Goodwill and intangibles 49,337 680 50,017
Liabilities (18,854) (6,158) (25,012)
-------- ------- --------
Net purchase price $ 57,500 $ 3,399 $ 61,317
======== ======= ========
</TABLE>
Set forth below is selected unaudited pro forma combined results of
operations data of the Company for the three months ended December 31,
1999 and 1998 as if the acquisitions had been completed as of October 1,
1999 and 1998, respectively. The pro forma combined financial information
set forth below is not necessarily indicative of future results of
operations or results of operations that would have been reported for the
periods indicated. (amounts in thousands, except per share data).
<TABLE>
<CAPTION>
(Unaudited)
DECEMBER 31
1999 1998
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<S> <C> <C>
Net sales $30,218 $32,517
Net loss $(1,924) $ (420)
Net loss per share-basic and diluted $ (0.10) $ (0.02)
</TABLE>
4. COMPREHENSIVE INCOME
Effective with the first quarter of fiscal 1999, the Company adopted
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income." This Statement requires that the financial
statements disclose a new category entitled "Comprehensive Income"
which is the combination of net income and noncash changes to shareholders'
equity. The adoption of the Statement had no effect on the Company's
results of operations during the periods presented.
Comprehensive income (loss) was as follows for the three-month period ended:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
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(Amounts in thousands)
<S> <C> <C>
Net income (loss) $(1,198) $ 10
Accumulated other comprehensive income (loss) (1,621) 440
------- ----
Comprehensive income (loss) $(2,819) $450
======= ====
</TABLE>
5. CASH AND CASH EQUIVALENTS
All highly liquid investments purchased with an original maturity of three
months or less are considered to be cash equivalents. Such investments
amounted to $0.5 million and $3.8 million at December 31, 1999 and
September 30, 1999, respectively.
6. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
(Amounts in thousands)
<S> <C> <C>
Raw materials $11,336 $ 6,173
Work-in-process 1,255 935
Finished goods 27,411 21,059
Supplies, spares and other 374 323
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$40,376 $28,490
======= =======
</TABLE>
6
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<PAGE>
7. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
(Amounts in thousands)
<S> <C> <C>
Land $ 1,620 $ 1,151
Buildings and improvements 30,585 26,592
Machinery and equipment 78,319 62,819
Furniture and fixtures 4,858 3,720
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115,382 94,282
Less: accumulated depreciation (22,278) (16,860)
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$ 93,104 $ 77,422
======== ========
</TABLE>
8. INTANGIBLE ASSETS
In connection with the acquisition of SP Systems, the Company recorded
goodwill of $49.3 million. The goodwill is being amortized over 15 years.
In addition, the Company identified certain filament winding industrial
software at EnTec and CMC with an estimated value of $0.7 million. The
filament winding industrial software has an amortization period of 10 years.
9. DEBT
In November 1999, the Company financed the SP acquisition through a new
$71.0 million credit facility with Mercantile Bank National Association.
The credit facility, structured as a $35.0 million, 6-year acquisition
term loan, a $26.0 million, 6-year revolving credit facility, and a
$10.0 million, 6-year future acquisition term loan is secured by a pledge
of 65% of the outstanding stock of the Company's international subsidiaries
(SP Systems and Zoltek Rt.) in addition to substantially all of the assets
of the Company's U.S. operations.
Borrowings under the revolving credit facility will be based on a
formula of eligible accounts receivable and eligible inventory of the
Company and certain subsidiaries. Interest rates are based on either the
Prime or LIBOR with a margin depending upon the Company's achievement of
certain operating and financial benchmarks. The credit agreement contains
financial covenants, including financial covenants related to
borrowings, future acquisitions, working capital, net worth, cash flow
and fixed charge coverage. In addition, the credit facility requires
lender consent for the payment of cash dividends. There is no
requirement to maintain compensating balances under the credit facility,
however, the Company will be required to pay a fee of 0.50% per annum on
the unused portion of the total facility plus certain other
administrative costs. The Company paid $0.71 million as a nonrefundable
fee to the bank for the arrangement of the credit facility. Proceeds of
$5.0 million, drawn under the new revolving credit facility, were also
used to refinance certain existing bank debt of the Company and for
working capital purposes. Borrowings of $40.0 million under the credit
facilities are at an interest rate of 8.25% at December 31, 1999.
At December 31, 1999, the Company had an interest rate swap agreement
outstanding with a notional amount of $23.3 million under which the Company
paid a fixed rate of interest and received a floating rate of interest over
the term of the interest rate swap agreement without the exchange of
underlying notional amounts. The interest rate swap agreement covered a
portion of the acquisition term loan from a floating rate obligation to a
fixed rate obligation. The fair value of $23.3 million swap agreement
outstanding at December 31, 1999 was $0.25 million. The fair value of the
interest rate swap agreement was not recognized in the consolidated
financial statements at that time since the agreement was accounted for as
a hedge.
10. SEGMENT INFORMATION
The Company's strategic business units are based on product lines and
have been grouped into three reportable segments, Carbon Fibers,
Composite Intermediates and Specialty Products. The Carbon Fibers
segment is focused on the manufacturing of low cost carbon fibers,
facilitating development of product and process applications to
increase the demand for carbon fibers and aggressively markets carbon
fibers. The Carbon Fibers segment is located geographically in the
United States and Hungary. The Composite Intermediates segment is
focused on the development, manufacturing, and marketing of large
composite structures, carbon fiber and glass composites, specialty
resins and prepreg materials. The Composite Intermediates segment is
located geographically in the United States and the United Kingdom.
The Specialty Products segment manufactures and markets acrylic and
nylon products and fibers primarily to the textile industry and is
located in Hungary. The Company markets all of its products globally.
The corporate and unallocated assets incur no cost of sales expenses
so it has no gross profit or loss to report.
7
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Management evaluates the performance of its operating segments on the
basis of gross margin contribution to the Company. The Company has
extensive management involvement in the operations of the segments and
coordinates the sales and marketing efforts of each of the segments.
Therefore, these costs are not considered by management in the
evaluation of the individual segment's primary performance. The
following table presents financial information on the Company's
operating segments as of December 31, 1999, and 1998. (Amounts in
thousands):
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31,
-------------------------------
1999 1998
---- ----
<S> <C> <C>
Net sales
Carbon Fibers $ 5,497 $ 5,872
Composite Intermediates 6,975 -
Specialty Products 10,461 12,852
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$ 22,933 $ 18,724
======== ========
Gross profit
Carbon Fibers $ 1,455 $ 1,958
Composite Intermediates 1,443 -
Specialty Products 2,298 2,683
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$ 5,196 $ 4,641
======== ========
Capital expenditures
Carbon Fibers $ 968 $ 6,542
Composite Intermediates 576 -
Specialty Products 1,250 343
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$ 2,794 $ 6,885
======== ========
Depreciation and amortization expense
Carbon Fibers $ 1,141 $ 1,001
Composite Intermediates 678 -
Specialty Products 239 313
-------- --------
$ 2,058 $ 1,314
======== ========
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
<S> <C> <C>
Total assets
Carbon Fibers $ 86,306 $ 85,796
Composite Intermediates 86,864 -
Specialty Products 35,802 35,935
Corporate and Unallocated<Fa> 8,986 15,025
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$217,958 $136,756
======== ========
<FN>
<Fa> Consists primarily of cash equivalents, marketable securities and corporate buildings.
</TABLE>
8
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Geographic Information ( amounts in $000's )
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
THREE MONTHS ENDED DECEMBER 31, DECEMBER 31 SEPTEMBER 30,
1999 1998 1999 1999
---- ---- ---- ----
REVENUES<F1> LONG-LIVED ASSETS<F2>
<S> <C> <C> <C> <C>
United States $ 6,141 $ 5,473 $ 62,192 $55,400
United Kingdom and New Zealand 5,468 - 58,379 -
Hungary 11,324 13,253 22,144 22,022
------- ------- -------- -------
$22,933 $18,724 $142,715 $77,422
======= ======= ======== =======
<FN>
<F1> Revenues are attributed to the entity recognizing the sale in the
interim statements as it is not practical to accumulate every customer's
country of domicile on an interim basis.
<F2> Property, plant and equipment and goodwill and intangibles, net of
accumulated depreciation and amortization based on country location.
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
- -------
The Company's mission and its strategic objective is to commercialize
the use of carbon fibers as reinforcement in composite materials. The
Company believes it is the lowest cost producer and low selling price leader
for carbon fibers. The Company believes its introduction of carbon
fibers to potential end users has been well received, however, the
Company found the existing composite materials value chain unresponsive
and initiated steps to accelerate the introduction and development of
carbon fiber composites across a broad range of mass market
applications.
During the first quarter of fiscal 2000, the Company acquired a series
of downstream businesses, which now comprise its Composite Intermediates
business segment, that position it to accelerate the introduction and
development of carbon fibers and carbon fiber composites in low-cost,
high volume applications. The Company's strategy includes providing
direct input into the composites value chain by supplying composite
engineering and design technology, composite fabrication and processing
technology and the ability to create integrated product solutions
utilizing composite materials.
As part of its strategic plan, the Company is pursuing various
initiatives to facilitate further development of product and process
applications to increase demand for low-cost carbon fiber, including
possible additional acquisitions of selected technology for the enhancement
of its operations and to lead the commercialization of selected large-scale
carbon fiber composites.
The Company initiated a major carbon fiber production capacity expansion
plan during fiscal 1997 that continued into fiscal 1999 to facilitate
its strategic objective of commercializing the use of carbon fibers.
The Company constructed 5.0 million pounds of new continuous
carbonization capacity at its Abilene, Texas facility and 2.0 million
pounds of continuous carbonization capacity at its facilities in
Hungary. The Company also completed construction of a secondary
processing building (40,000 square feet) at its Abilene, Texas facility.
The Company is utilizing this facility to perform intermediate and
secondary carbon fiber processing operations, such as chopping, milling
and specialty packaging. In addition, the Company substantially
completed construction and partial finish out of an additional building
(288,000 square feet) designed to house up to eight continuous
carbonization lines at its Abilene, Texas facility. The Company has
obtained certain long-lead time equipment items for four additional
continuous carbonization lines, each with an annual rated capacity of
one million pounds. The Company is housing the long-lead time equipment
items at its facility in Abilene, Texas. The Company does not currently
anticipate initializing construction of the four additional lines during
fiscal 2000 unless demand for carbon fiber increases.
While the additional operational capacity expands the Company's total
capacity for production of carbon fiber, the Company believes the market
will require demonstration of significant available capacity to initiate
and develop large-scale composite applications utilizing its carbon
fiber products.
The recent major additions to the Company's carbon fiber manufacturing
capacity currently are having little impact on sales. Carbon fiber sales
for the first quarter of fiscal 2000 were $5.5 million compared to $5.9
million for the first quarter of fiscal 1999. Qualification for new
applications and accompanying increases in sales have taken longer than
was originally expected due to the excess supply in the market resulting
from capacity increases by several other carbon fiber manufacturers.
9
<PAGE>
<PAGE>
During all of fiscal 1999 and the first quarter of fiscal 2000, the
Company was not operating its new continuous carbonization lines at full
capacity. During the first quarter of fiscal 2000, available unused
capacity charges were approximately $1.0 million. The Company currently
anticipates that it will not operate its lines at full capacity during
fiscal 2000. While the Company believes it is necessary to maintain
available capacity to encourage development of significant new
applications for carbon fibers, costs related to the unutilized capacity
will adversely impact results of operations during fiscal 2000. The
Company does, however, anticipate increases in sales from the new carbon
fiber lines at both the U.S. and Hungarian locations in fiscal 2000.
RESULTS OF OPERATIONS
- ---------------------
THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THREE MONTHS ENDED
- -------------------------------------------------------------------
DECEMBER 31, 1998
- -----------------
The Company's sales increased 22.5% to $22.9 million in the first quarter
of fiscal 2000 from $18.7 million in the first quarter of fiscal 1999.
The acquisitions in the first quarter of fiscal 2000 accounted for $7.0
million of sales. Carbon fiber sales decreased 6.4% ($0.4 million) to
$5.5 million in the first quarter of fiscal 2000 from $5.9 million in the
first quarter of fiscal 1999. The carbon fibers sales decrease was due to
lower than anticipated sales volumes of product to the conductive plastics
markets, as well as general selling price reductions. Sales of Specialty
Products (acrylic and other products) produced at Zoltek Rt. decreased by
18.6% to $10.5 million in the first quarter of fiscal 2000 compared to
$12.9 million in the first quarter of fiscal 1999. This decrease was
principally due to volume reductions in the acrylic fiber markets. In
addition, the Company converted its Mavilon acrylic fiber plant to carbon
fiber precursor production during the last half of fiscal 1999 permanently
removing the capacity from the acrylic textile fiber operation. Sales of
the Mavilon acrylic fiber were approximately $2.6 million during the first
quarter of fiscal 1999. The Mavilon acrylic fiber plant change does not
result in an asset impairment charge.
Gross profit increased 12.0% to $5.2 million in the first quarter of
fiscal 2000 from $4.6 million in the same period of fiscal 1999. The
Composite Intermediates segment acquisitions in the first quarter of
fiscal 2000 accounted for $1.4 million of the reported gross profit.
Gross profit from the Carbon Fiber and Specialty Products segments
decreased in the first quarter of fiscal 2000 compared to the same
period in fiscal 1999. Gross profit from the Specialty Products segment
was $2.3 million or 14.3% less than that in fiscal 1999. The principal
factor was volume reductions from the Mavilon acrylic fiber plant.
Gross profit on carbon fibers decreased by $0.5 million in the first
quarter of fiscal 2000 compared to the gross margin for the
corresponding quarter in fiscal 1999. Gross margin on Specialty Products
increased to 22.0% of sales for the first quarter of fiscal 2000
compared to 20.9% of sales for the same period of fiscal 1999 due
primarily to increases in selling prices. Gross margin on carbon fibers
decreased to 26.5% of sales for the first quarter of fiscal 2000
compared to 33.3% of sales for the same period of fiscal 1999 due
primarily to decreases in the selling prices and product mix changes.
The Company continued to incur costs related to the underutilized
productive capacity for carbon fibers at the Abilene, Texas and
Hungarian facilities. These costs include depreciation and other
overhead associated with the unused capacity. These costs, which were
separately identified on the income statement, were approximately $1.0
million during the first quarter of fiscal 2000 and fiscal 1999. The
Company believes it is necessary to maintain available capacity to
encourage development of significant new large-scale applications and
anticipates costs associated with the available capacity will continue
during fiscal 2000.
Selling, general and administrative expenses increased approximately
34.6%, or $1.3 million, from $3.8 million in the first quarter of fiscal
1999 to $5.1 million in the first quarter of fiscal 2000. The
acquisitions in the first quarter of fiscal 2000 accounted for $1.8
million of selling, general and administrative expenses. The decrease in
expenses for the Carbon Fiber and Specialty Products segments resulted
from lower payroll, engineering and administrative costs.
During the first quarter of fiscal 2000, the Company incurred expense of
approximately $0.4 million related to the amortization of the goodwill
and intangibles resulting from the acquisitions of SP Systems and EnTec.
Interest expense was approximately $0.6 million for the first quarter of
fiscal 2000 compared to $0.1 in the same period of fiscal year 1999.
The increase in interest expense resulted from the debt incurred as a
result of the acquisition of SP Systems. Interest income was $0.2
million for the first quarter of fiscal 2000 compared to $0.4 million in
the first quarter of fiscal 1999. The decrease in interest income was
due to the use of funds to finance the acquisitions in the first quarter
of fiscal 2000, as well as capital expenditures during fiscal 1999.
During the first quarter of fiscal 2000 capital expenditures totaled
$2.8 million.
In January 1999, the Company sold its nitrogen generation plant in
Abilene, Texas for $5.0 million and leased it back under a seven-year
operating lease. The Company did not realize a gain or loss on this
sale.
During the first quarter of fiscal 2000, the Company reported an income
tax benefit of $0.5 million compared to income tax expense of $0.1
million in the first quarter of fiscal 1999 due to the reduced profit
levels. The income tax benefit reflects the loss before income taxes
reported for the fiscal year. The Company recognizes income taxes in
the United States, United Kingdom and Hungary based on the income before
income taxes. Included in the provision for income taxes are gross
receipts taxes charged by the Hungarian local taxing authorities, which
were $0.1 million in the first quarters of fiscal year 2000 and 1999, as
well as the statutory income taxes. The statutory income tax rate
10
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<PAGE>
for operations in Hungary is 9%. The statutory income tax rate for
operations in the United Kingdom is 31%. The Company anticipates
earnings from the operations in the United Kingdom will be repatriated
to the United States and is recording deferred taxes for the differences
in income tax rates.
The foregoing resulted in a net loss of $1.2 million for the first
quarter of fiscal 2000 compared to a break-even position for fiscal
1999. Similarly, the Company reported net income (loss) per share of
($0.07) and $0.00 on a diluted basis for the first quarter of fiscal
2000 and fiscal 1999, respectively. The weighted average common and
common equivalent shares outstanding increased to 17.3 million for
fiscal 2000 compared to 16.2 million for fiscal year 1999 due to the
issuance of 2.5 million common shares in connection with the acquisition
of SP Systems on November 19, 1999.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As part of the Company's strategic plan for commercializing carbon
fibers and carbon fiber composites, the Company acquired a series of
downstream businesses during the first quarter of fiscal 2000.
On October 1, 1999, Zoltek acquired all of the outstanding stock of Cape
Composites for approximately $0.3 million in cash and assumed all
outstanding debt to the Company of Cape Composites of approximately
$3.4 million. Cape Composites is a manufacturer of carbon fiber prepreg
composite materials.
On November 9, 1999, Engineering Technology Corporation ("EnTec"), a
Missouri corporation which is a wholly-owned subsidiary of the Company,
acquired substantially all of the assets of Engineering Technology,
Inc., a Utah corporation, for $2.7 million in cash. Engineering
Technology, Inc. designs, manufactures and sells filament winding
equipment.
On November 15, 1999, EnTec also acquired all of the outstanding stock of
CMC and Ramal International, Inc. (parent company of CMC) for
approximately $0.4 million in cash and assumed all outstanding debt of
approximately $0.3 million. CMC designs and manufactures filament
winding and pultrusion equipment used in the production of composite
parts.
Subsequent to the acquisitions of Cape Composites, EnTec and CMC, the
Company provided working capital of approximately $2.1 million for the
payment of accounts payable, accrued expenses and outstanding debt to
certain banks. The Company anticipates making additional working
capital available to these acquired companies during fiscal 2000. The
sources of these funds has been and is expected to be available cash
balances and borrowings under the Company's credit facilities.
On November 19, 1999, the Company acquired all of the outstanding stock of
SP Systems for approximately $30.0 million in cash and 2.5 million
shares of the Company's common stock. The Company also borrowed $5.0
million to refinance certain existing bank debt of SP Systems and fund
working capital requirements. SP Systems designs and manufactures
composite materials used in large-scale structures such as wind turbine
blades and marine structures.
In November 1999, the Company financed the SP Systems acquisition
through a new $71.0 million credit facility with Mercantile Bank
National Association. The credit facility, structured as a $35.0
million, 6-year acquisition term loan, a $26.0 million, 6-year revolving
credit facility, and a $10.0 million, 6-year future acquisition term
loan is secured by 65% of the outstanding stock of the Company's
international subsidiaries (Structural Polymer (Holding) Ltd. and Zoltek
Rt.) in addition to substantially all of the assets of the Company's
U.S. operations.
Borrowings under the revolving credit facility will be based on a
formula of eligible accounts receivable and inventory of the Company and
certain subsidiaries. Interest rates are tied to either prime or LIBOR
with a margin depending upon the Company's achievement of certain
operating and financial benchmarks. The loan agreement contains
financial covenants, including financial covenants related to
borrowings, future acquisitions, working capital, net worth, cash flow
and fixed charge coverage. In addition, the credit facility restricts
fixed asset purchases and requires lender consent for the payment of
cash dividends. There is no requirement to maintain compensating
balances under the credit facility, however, the Company will be
required to pay a fee of 0.50% per annum on the unused portion of the
total credit facility plus certain other administrative costs. The
Company paid $0.71 million as a nonrefundable fee to the bank for the
arrangement of the credit facility. Proceeds of $5.0 million, drawn in
November 1999 under the new revolving credit facility, were also used to
refinance certain existing bank debt of the Company and for working
capital purposes. As of February 14, 2000, the Company has total
outstanding borrowings of $8.0 million under the revolving credit
facility.
At December 31, 1999, the Company had an interest rate swap agreement
outstanding with a notional amount of $23.3 million under which the
Company paid a fixed rate of interest and received a floating rate of
interest over the term of the interest rate swap agreement without the
exchange of underlying notional amounts. The interest rate swap
agreement covered a portion of the acquisition term loan from a floating
rate obligation to a fixed rate obligation. The fair value of $23.3
million swap agreement outstanding at December 31, 1999 was $0.25
million. The fair value of the interest rate swap agreement was not
recognized in the consolidated financial statements at that time since
the agreement was accounted for as a hedge.
During fiscal 1999 and prior years, the Company's primary sources of
liquidity were cash flow from operating activities and available
borrowing capacity under credit facilities, supplemented with the net
proceeds from three equity offerings, and long-term debt financing
utilizing the equity in the Company's real estate properties.
11
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The Company's financial position remains adequate, with the available
credit facilities, to support the execution of its strategic expansion
plans. At December 31, 1999, the Company reported working capital of
$42.7 million compared to working capital of $43.9 million at September
30, 1999. Working capital at December 31, 1999 resulting from the
recent acquisitions was approximately $5.7 million. The decrease in
working capital from September 30, 1999 to December 31, 1999 was due
primarily to the use of proceeds from the sale of short-term investments
to finance the acquisitions of Cape Composites, EnTec and CMC (aggregate
purchase price of $3.4 million ) and capital expenditures of $2.8
million.
Inventories increased from $28.5 million at September 30, 1999 to $40.4
million at December 31, 1999. The recent acquisitions accounted for
$8.9 million of the increase. Carbon fibers inventory increased $0.7
million while specialty products accounted for $2.3 million of the
increase. The increase in carbon fibers inventories resulted from soft
market conditions coupled with the newly added production capacity. The
increase in the inventories of acrylic fibers and other products was
principally attributable to the depressed acrylic market conditions in
Western and Eastern Europe. The Company anticipates that the rate of
inventory growth will decrease during the remainder of fiscal 2000 as a
result of lower production rates.
Marketable securities at December 31, 1999 amounted to $7.0 million
compared to $7.1 million at September 30, 1999. The marketable
securities primarily included U.S. Government Agency Notes with
maturities longer than three months but less than twelve months and
preferred stock.
Other receivables of $1.6 million at December 31, 1999 consisted
primarily of VAT and import duty refunds due Zoltek Rt. from the
Hungarian taxing authorities compared to $0.4 million at September 30,
1999. Other assets at December 31, 1999 were $1.3 million. At
September 30, 1999 other assets totaled $4.1 million The decrease was
primarily due to the elimination of notes receivable from Cape
Composites of $2.6 million as a result of the acquisition on October 1,
1999. Other long-term liabilities are related to various supply
agreements between Zoltek Rt. and its vendors.
Historically, cash used in investing activities has been expended for
equipment additions and to support research and development of carbon
fibers applications, and the expansion of the Company's carbon fibers
production capacity. In the first three months of fiscal 2000, the
Company made capital expenditures of $2.8 million compared to $6.9
million for the corresponding period in fiscal 1999. These expenditures
were financed principally with cash from the secondary offering in
September 1996 and from cash generated from operations.
In January 1999, the Company sold its nitrogen generation facility in
Abilene, Texas to Southwest Bank for $5.0 million (actual construction
cost) and leased it back under a seven-year operating lease. This sale
and lease back did not result in a gain or loss. The Company used the
funds for carbon fiber facility expansion and general corporate purposes.
In February 1999, the Company's Board of Directors authorized a share
repurchase program for up to 1,000,000 shares of the Company's common
stock in the open market over an unspecified period of time as market
conditions allow. The purpose of the repurchase plan is to meet the
Company's obligations under its stock option plans, while minimizing
dilution to shareholders. In connection with the approved repurchase,
the Company purchased 15,000 shares of the Company's common stock in
March 1999. The Company sold put options for 230,000 shares of the
Company's common stock during the period beginning in February 1999
through September 1999. The put options allow the purchasers to
exercise the options and sell the shares to the Company or let the
options expire. All of these put options expired in calendar 1999 and
January 2000 without being exercised. The Company had put options for
160,000 shares outstanding at September 30, 1999.
The Company sold put options for 50,000 shares of the Company's common
stock in December 1999, which expire on July 22, 2000.
IMPACT OF YEAR 2000
- -------------------
The Company has not currently experienced any material problems with
its computer systems or trading partners associated with the Year 2000
compliance. There were no material expenditures during the first
quarter of fiscal 2000 relating to Year 2000 compliance The Company
does not anticipate any material problems or expenditures relating to
the Year 2000 compliance during fiscal 2000.
OUTLOOK
- -------
The recent downstream acquisitions will allow the Company to provide
direct input into the composites value chain by supplying composite
engineering and design technology, composite fabrication and
processing technology and the ability to create integrated product
solutions utilizing an entire range of composite materials and
structures.
Indications from the marketplace are that long-term demand for carbon
fibers and composite materials eventually will grow as forecasted by
the Company. During the Company's multi-year growth program, from
time to time demand may lag capacity growth, as new markets take time
to develop. In the Company's view, this is neither unexpected nor
undesirable during the development of significant new applications.
The Company is working with several customers to develop major new
applications that would require significant quantities of carbon
fiber, not small incremental volume increases. Therefore, the Company
believes it will be necessary to incur costs related to available
capacity
12
<PAGE>
<PAGE>
during the periods the new applications are being developed. The
Company's carbon fiber and composite material sales expectations
are based on a combination of the anticipated growth of existing
customer demand and projected new applications development.
During the fourth quarter of fiscal 1999 ACN prices began to increase
from their levels during the first three quarters of fiscal 1999. The
Company experienced increased sales prices and related gross profit in
the fourth quarter of fiscal 1999 and the first quarter of fiscal
2000. The Company expects market conditions to remain constrained
for much of fiscal 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changes in interest rates primarily as a
result of borrowing activities under its credit facility. The nature
and amount of the Company's debt may vary as a result of future business
requirements, market conditions and other factors. The extent of the
Company's interest rate risk is not quantifiable or predictable because
of the variability of future interest rates and business financing
requirements, but the Company does not believe such risk is material.
At December 31, 1999, the Company had an interest rate swap agreement
outstanding with a notional amount of $23.3 million under which the
Company paid a fixed rate of interest and received a floating rate of
interest over the terms of the swap agreement without the exchange of
underlying notional amounts. The interest rate swap agreement covered a
portion of the acquisition term loan from a floating rate obligation to
a fixed rate obligation. The fair value of the swap agreement
outstanding at December 31, 1999 was $0.25 million. The fair value of
the interest rate swap agreement was not recognized in the consolidated
financial statements at that time since the agreement was accounted for
as a hedge.
* * *
The forward-looking statements contained in this report are inherently
subject to risks and uncertainties. The Company's actual results
could differ materially from those in the forward-looking statements.
Potential risks and uncertainties consist of a number of factors,
including the Company's ability to manage rapid growth and increase
its carbon fibers markets on a timely basis.
13
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<PAGE>
ZOLTEK COMPANIES, INC.
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K: On November 24, 1999, the
Registrant filed a Current part on Form 8-K reporting the acquisitions
of SP Systems, Cape Composites, EnTec, CMC and Ramal.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Zoltek Companies, Inc.
(Registrant)
Date: February 14, 2000 By: /s/ DANIEL D. GREENWELL
------------------- -----------------------------
Daniel D. Greenwell
Chief Financial Officer
13
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