<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
----------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
------- ------
COMMISSION FILE NUMBER: 333-53791
SIMCALA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1780941
(State of incorporation) (I.R.S. Employer Identification No.)
1940 OHIO FERRO ROAD
MT. MEIGS, ALABAMA 36057
(Address of principal executive offices)
(334) 215-7560
(Registrant's telephone number)
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 [ ]
The number of shares of the registrant's Common Stock outstanding as of
November 14, 2000 was 10,889.
================================================================================
1
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIMCALA, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
-------------- --------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 5,632,851 $ 9,819,378
Restricted cash 6,661,551 6,370,775
Accounts receivable 5,189,826 5,016,002
Inventories 5,715,812 2,561,105
Other current assets 630,863 284,172
-------------- --------------
Total current assets 23,830,903 24,051,432
Property, Plant and Equipment, net of accumulated
depreciation of $10,538,178 and $7,259,635, at
September 30, 2000 and December 31, 1999, respectively 49,521,402 50,480,712
Intangible Assets, net of accumulated amortization of
$5,131,720 and $3,583,705, at September 30, 2000
and December 31, 1999, respectively 35,129,613 36,677,627
-------------- --------------
Total Assets $ 108,481,918 $ 111,209,771
============== ==============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
Accounts payable $ 4,640,715 $ 4,195,134
Accrued expenses 916,369 729,198
Accrued interest payable 3,371,720 1,566,331
Current maturities of long-term debt and capital leases 21,173 41,689
-------------- --------------
Total current liabilities 8,949,977 6,532,352
Long Term Debt and Capital Leases - Net of Current Maturities 81,009,598 81,019,955
Deferred Income Taxes 9,705,668 10,925,499
-------------- --------------
Total Liabilities 99,665,243 98,477,806
-------------- --------------
Shareholder's Equity
Preferred Stock (Series B preferred stock, 3,000 shares authorized,
none issued and outstanding, $1.00 par value) -- --
Common stock, 20,000 shares authorized - 10,889 shares
issued and outstanding, par value $.01 per share 109 109
Additional paid-in capital 18,806,891 18,806,891
Accumulated deficit (9,990,325) (6,075,035)
-------------- --------------
Total shareholder's equity 8,816,675 12,731,965
-------------- --------------
Total Liabilities and Shareholder's Equity $ 108,481,918 $ 111,209,771
============== ==============
</TABLE>
See Notes to Condensed Financial Statements.
2
<PAGE> 3
SIMCALA, INC.
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Three months ended
September 30, 2000 September 30, 1999
(unaudited) (unaudited)
------------------ ------------------
<S> <C> <C>
Net Sales $ 11,867,153 $ 13,271,115
Cost of Goods Sold 11,999,657 12,668,158
-------------- --------------
Gross Profit (132,504) 602,957
Selling and Administrative Expenses 640,263 468,890
-------------- --------------
Operating (Loss) Income (772,767) 134,067
Interest Expense 1,906,034 1,933,668
Other Income, Net (225,231) (237,123)
-------------- --------------
Loss before Income Taxes (2,453,570) (1,562,478)
Income Tax Benefit (658,776) (702,034)
-------------- --------------
Net Loss $ (1,794,794) $ (860,444)
============== ==============
</TABLE>
See Notes to Condensed Financial Statements.
3
<PAGE> 4
SIMCALA, INC.
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine months ended Nine months ended
September 30, 2000 September 30, 1999
(unaudited) (unaudited)
------------------ ------------------
<S> <C> <C>
Net Sales $ 36,414,582 $ 41,491,745
Cost of Goods Sold 34,628,404 39,196,614
-------------- --------------
Gross Profit 1,786,178 2,295,131
Selling and Administrative Expenses 1,927,609 1,752,190
-------------- --------------
Operating (Loss) Income (141,431) 542,941
Interest Expense 5,707,685 5,785,603
Other Income, Net (713,996) (673,727)
-------------- --------------
Loss before Income Taxes (5,135,120) (4,568,935)
Income Tax Benefit (1,219,830) (1,418,081)
-------------- --------------
Net Loss $ (3,915,290) $ (3,150,854)
============== ==============
</TABLE>
See Notes to Condensed Financial Statements.
4
<PAGE> 5
SIMCALA, INC.
CONDENSED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
(unaudited) (unaudited)
------------------ ------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (3,915,289) $ (3,150,854)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation and amortization 4,826,559 4,736,969
Deferred income taxes (1,219,830) (939,384)
Change in certain assets and liabilities:
(Increase) decrease in accounts receivable (173,824) 1,309,939
(Increase) decrease in inventories (3,154,707) 1,083,023
Increase in other assets (346,693) (580,924)
Increase in accounts payable and accrued expenses 2,417,623 2,004,631
-------------- --------------
Net cash (used in) provided by operating activities (1,566,161) 4,463,400
-------------- --------------
Cash Flows from Investing Activities
- Purchase of property, plant and equipment (2,319,233) (1,671,257)
Cash Flows from Financing Activities
Net Repayments on long-term debt and capital leases (10,357) (3,508)
-------------- --------------
Change in Cash and Cash Equivalents and Restricted Cash (3,895,751) 2,788,635
Cash and Cash Equivalents and Restricted Cash at Beginning of Period 16,190,153 14,652,789
-------------- --------------
Cash and Cash Equivalents and Restricted Cash at End of Period $ 12,294,402 $ 17,441,424
============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 4,020,667 $ 3,996,088
============== ==============
</TABLE>
See Notes to Condensed Financial Statements.
5
<PAGE> 6
SIMCALA, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of SIMCALA, Inc.
("SIMCALA" or the "Company") have been prepared in accordance with the
instructions for Form 10-Q and therefore, do not include all information in the
notes to the financial statements that accounting principles generally accepted
in the United States of America require for complete financial statements. The
unaudited condensed financial statements should be read in conjunction with the
audited financial statements and related notes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999. In the opinion of
management, the unaudited condensed financial statements contain all necessary
adjustments (which include only normal, recurring adjustments) for a fair
presentation of the interim periods. Operating results for the nine-months ended
September 30, 2000, are not necessarily indicative of operating results for the
year ended December 31, 2000.
NOTE 2 - ORGANIZATION AND OPERATIONS
The Company is a producer of silicon metal for sale to the aluminum and
silicones industries. The Company sells to customers in the metal industry who
are located primarily throughout the United States. Credit is extended based on
an evaluation of the customer's financial condition. During the nine months
ended September 30, 2000 and the nine months ended September 30, 1999, three
customers accounted for 51%, 25%, and 8% and 40%, 31%, and 10% of net sales,
respectively. At September 30, 2000 and December 31, 1999, three customers
accounted for 42%, 32%, and 7% and 43%, 27% and 5%, respectively, of outstanding
receivables. The Company maintains credit insurance for all customer accounts
receivable.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For a summary of the Company's accounting policies, please refer to the
Company's Form 10-K for the year ended December 31, 1999.
NOTE 4 - INVENTORIES
As of September 30, 2000 and December 31, 1999, inventories consisted of the
following:
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(unaudited) 1999
------------- ------------
<S> <C> <C>
Raw Materials $ 694,432 $ 1,143,075
Finished Goods 4,725,380 1,122,030
Supplies 296,000 296,000
------------ ------------
$ 5,715,812 $ 2,561,105
============ ============
</TABLE>
NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards No. ("SFAS") 133 "Accounting for Derivative
Instruments And Hedging Activities". This statement (as amended by SFAS No.'s
137 and 138) is effective January 2001. This statement establishes accounting
and reporting standards for derivative instruments including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity realize all derivatives as either assets or liabilities in the
balance sheet measured at fair value. The Company will adopt SFAS 133 on January
1, 2001. Management does not expect the adoption of SFAS 133 to have a
significant impact on the financial position or results of operations of the
Company, because the Company does not have significant derivative activity.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL
The following is a discussion of the Company's results of operations. The
discussion is based upon the three-month and nine-month periods ended September
30, 2000 in comparison to the three-month and nine-month periods ended September
30, 1999. Percentage changes included in the following narrative paragraphs of
this Item 2 are based on the figures included in the consolidated financial
statements.
The table below sets forth certain statement of operations information as a
percentage of net sales during nine months ended September 30, 2000 and
September 30, 1999 and the quarters ended September 30, 2000 and September 30,
1999:
<TABLE>
<CAPTION>
Nine months Nine months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 95.1 94.4 101.1 95.5
------ ------ ------ ------
Gross profit 4.9 5.6 (1.1) 4.5
Selling and administrative expenses 5.3 4.2 5.4 3.5
------ ------ ------ ------
Operating (loss) income (0.4) 1.4 (6.5) 1.0
Interest expense 15.7 13.9 16.0 14.5
Other income, net (2.0) (1.6) (1.9) (1.7)
------ ------ ------ ------
Loss before income taxes (14.1) (10.9) (20.6) (11.8)
Income tax benefit (3.4) (3.4) (5.5) (5.2)
------ ------ ------ ------
Net loss (10.7)% (7.5)% (15.1)% (6.6)%
====== ====== ====== ======
</TABLE>
7
<PAGE> 8
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
NET SALES
Net sales decreased by $1.4 million in the three months ended September 30,
2000, or 10.6%, to $11.9 million from $13.3 million for the same period in 1999.
This decrease was due to a reduction in average selling prices for all aluminum
grades of silicon metal coupled with fewer tons sold. Average selling price per
metric ton decreased to $1,411 in the three months ended September 30, 2000 from
$1,450 in the same period in 1999. This was due to the excess supply conditions
in the secondary aluminum market which existed for most of 1999 and 2000.
GROSS PROFIT
Gross profit decreased by $0.7 million, or 121.9%, to $(0.1) million in the
three months ended September 30, 2000 as compared to $0.6 million in the same
period in 1999. The gross profit margin decreased to (1.1)% in the three months
ended September 30, 2000 from 4.5% in the same period in 1999. These decreases
resulted from higher production costs. Production cost increased in the quarter
due to the decision by Simcala management to operate the plant with salaried
personnel and temporary workers during an ongoing strike by the United Steel
Workers of America. To operate the plant during the strike, management converted
the normal three, eight-hour shift operation to two shifts of twelve hours. This
has allowed fewer employees to cover all jobs. However, the overtime cost, the
cost of temporary workers and support costs for the extended shifts have all
contributed to the higher production costs. See Liquidity and Capital Resources
and ITEM 5. OTHER INFORMATION.
Production of silicon metal in the third quarter of 2000 was 9,799 metric tons,
compared with 9,585 metric tons produced in the third quarter of 1999. Average
production cost per metric ton increased to $1,270 in the three months ended
September 30, 2000 from $1,208 in the same period in 1999. This increase
resulted directly from strike-related costs incurred by the Company, including
overtime, temporary worker and support costs.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses increased $0.2 million, or 36.5%, to $0.7
million in the three months ended September 30, 2000 as compared to $0.5 million
in the same period in 1999. The increase was primarily due to strike-related
costs incurred by the Company, including overtime, plant security and legal
costs.
OPERATING (LOSS) INCOME
As a result of the above factors, operating loss decreased by $0.9 million to a
loss of $(0.8) million in the three months ended September 30, 2000 from
operating income of $0.1 million in the same period of 1999. At the same time,
the operating margin decreased to (6.5)% for the three months ended September
30, 2000 from 1.0% for the same period in the prior year.
INTEREST EXPENSE
Interest expense of $1.9 million remained consistent for both the three months
ended September 30, 2000 and 1999. The change in interest expense is
insignificant.
OTHER INCOME, NET
Other income - net of $0.7 million remained consistent for both the three months
ended September 30, 2000 and 1999.
INCOME TAX BENEFIT
The income tax benefit recorded decreased $0.1 million, or 6.2%, to $0.6
million in three months ended September 30, 2000 when compared to the same
period in 1999.
NET LOSS
As a result of the above factors, the net loss for the three months ended
September 30, 2000 was $1.8 million compared to a net loss of $0.9 million for
the same period in 1999.
8
<PAGE> 9
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
NET SALES
Net sales decreased by $5.1 million, or 12.2%, to $36.4 million in the nine
months ended September 30, 2000, from $41.5 million in the same period in 1999.
This decrease was due principally to lower sales volumes which resulted from
reduced demand by certain aluminum grade customers, coupled with a reduction in
average selling prices for all aluminum grades of silicon metal. Average selling
price per metric ton decreased to $1,417 in the nine months ended September 30,
2000 from $1,473 in the same period in 1999. This was due to the excess supply
conditions in the secondary aluminum market which existed for most of 1999 and
2000.
GROSS PROFIT
Gross profit decreased by $0.5 million, or 22.2%, to $1.8 million in the nine
months ended September 30, 2000 as compared to $2.3 million in the same period
in 1999. The gross profit margin decreased to 4.9% in the nine months ended
September 30, 2000 from 5.5% in the same period in 1999. These decreases
resulted from higher production costs. Production costs increased primarily due
to the decision by Simcala management to operate the plant with salaried
personnel and temporary workers during an ongoing strike by the United Steel
Workers of America during the third quarter. To operate the plant during the
strike, management has converted the normal three, eight-hour shift operation to
two shifts of twelve hours. This has allowed fewer employees to cover all jobs.
However, the overtime cost, the cost of temporary workers and support costs for
the extended shifts have all contributed to the higher production costs. See
Liquidity and Capital Resources and ITEM 5. OTHER INFORMATION.
Production of silicon metal in the nine months ended September 30, 2000 was
28,998 metric tons, compared with 27,015 metric tons produced in the same period
in 1999. Average production cost per metric ton decreased to $1,187 in the nine
months ended September 30, 2000 from $1,227 in the same period in 1999. This
decrease resulted primarily from improved production volumes which allowed for
greater absorption of fixed costs. These improvements were offset to a large
degree by strike-related costs incurred during the third quarter of 2000,
including overtime, temporary worker and support costs.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses increased $0.2 million, or 10.0%, to $1.9
million in the nine months ended September 30, 2000 as compared to $1.7 million
in the same period in 1999. The increase was primarily due to strike-related
costs incurred by the Company, including overtime, plant security and legal
costs.
9
<PAGE> 10
OPERATING (LOSS) INCOME
As a result of the above factors, operating income decreased $0.6 million, or
126.0%, to an operating loss of $(0.1) million in the nine months ended
September 30, 2000 from operating income of $0.5 million in the same period of
1999. At the same time, the operating margin decreased to (0.4)% in the nine
months ended September 30, 2000 from 1.3% for the same period in the prior year.
INTEREST EXPENSE
Interest expense decreased $0.1 million, or 1.3%, to $5.7 million in the nine
months ended September 30, 2000 from $5.8 million in the same period in 1999.
OTHER INCOME, NET
Other income - net of $0.2 million remained consistent for both the
nine months ended September 30, 2000 and 1999.
INCOME TAX BENEFIT
The income tax benefit recorded decreased $0.2 million, or 14.0%, to $1.2
million in the nine months ended September 30, 2000 from $1.4 million in the
same period in 1999.
NET LOSS
As a result of the above factors, the net loss for the nine months ended
September 30, 2000 was $(3.9) million in the nine months ended September 30,
2000 compared to a net loss of $(3.2) million for the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash flow from operations,
borrowings under its secured credit facility and a portion of the net proceeds
from the offering of its 9 5/8% Senior Notes due 2006 (the "Notes"). The
Company's principal uses of liquidity are to fund operations, meet debt service
requirements and finance the Company's planned capital expenditures, including
the possible construction of a fourth smelting furnace.
The Company's cash flows from its operations are influenced by selling prices of
its products and raw material costs, and are subject to moderate fluctuation due
to market supply factors driven by imports. The Company's silicon metal business
experiences price fluctuations principally due to the competitive nature of one
of its markets, the secondary aluminum market. Historically, the Company's
microsilica business has been affected by the developing nature of the markets
for this product.
The Company's cash flows from its operations are also influenced by the cost of
labor. The Company is in the process of renegotiating its labor agreement with
the United Steelworkers of America (the "USWA"), which represents approximately
120 of the Company's employees. The USWA leadership called for a strike
commencing at 12:00 p.m. on August 8, 2000. The strike by the USWA is ongoing.
Cash flows going forward, as well as revenues, may be affected by the Company's
ability to negotiate successfully with its unionized employees or obtain
alternate sources of labor.
Cash and cash equivalents were $5.6 million and $9.8 million at September 30,
2000 and December 31, 1999, respectively, and restricted cash was $6.7 million
and $6.4 million as of September 30, 2000 and December 31, 1999, respectively.
The decrease in total cash and cash equivalents resulted primarily from an
increase in accounts receivable and inventories in the nine months ended
September 30, 2000. The increase in Restricted Cash in the first nine months of
2000 resulted principally from interest earned on that cash.
Depreciation and amortization remained relatively unchanged for the first nine
months of 2000 at $4.8 million, compared to $4.7 million for the same period in
1999.
10
<PAGE> 11
In the first nine months of 2000 and 1999, net cash (used in) provided by
operating activities was $(1.6) million and $4.5 million, respectively. The
decrease in the first nine months of 2000 resulted primarily from an increase in
accounts receivable and inventories in 2000 coupled with a larger net loss. In
the first nine months of 2000 and 1999, net cash used in investing activities
was $(2.3) million and $(1.7) million, respectively. The changes primarily
reflect different levels of capital spending during the corresponding periods of
each year. In the first nine months of 2000 and 1999, net cash used in financing
activities was insignificant.
In connection with the March 31, 1998 acquisition of the Company by Simcala
Holdings, Inc., the Company replaced its existing credit facility with a new
credit facility (the "Credit Facility") providing availability for revolving
borrowings and letters of credit in an aggregate principal amount of up to $15.0
million (of which $6.1 million is reserved for support of a letter of credit
issued in connection with the industrial revenue bond financing of the Company).
As of September 30, 2000 and December 31, 1999, no advances were outstanding
under the Credit Facility.
Ongoing interest payments on the Notes represent significant liquidity
requirements for the Company. With respect to the $75.0 million borrowed under
the Notes, the Company is required to make semiannual interest payments of
approximately $3.6 million over the life of the Notes.
With respect to ongoing capital spending, the Company expects to spend
approximately $2.5 million to $3.0 million annually to properly maintain its
furnaces and other production facilities. In addition, the Company is
considering the addition of a fourth smelting furnace. The Company estimates
that construction of the furnace, if undertaken, will cost approximately $25.0
million, which the Company plans to fund using proceeds of the Notes, together
with internally generated or borrowed cash.
The agreement governing the Credit Facility (the "Credit Agreement") imposes
restrictions on the Company's ability to make capital expenditures and both the
Credit Agreement and the indenture governing the Notes (the "Indenture") limit
the Company's ability to incur additional indebtedness. Such restrictions,
together with the highly leveraged nature of the Company, could limit the
Company's ability to respond to market conditions, to meet its capital spending
program, to provide for unanticipated capital investments or to take advantage
of business opportunities. The covenants contained in the Credit Agreement also,
among other things, restrict the ability of the Company and its subsidiaries to
dispose of assets, incur guarantee obligations, repay the Notes, pay dividends,
create liens on assets, enter into sale and leaseback transactions, make
investments, loans or advances, make acquisitions, engage in acquisitions or
consolidations, make capital expenditures or engage in certain transactions with
affiliates, and otherwise restrict corporate activities. At September 30, 2000,
the Company was in compliance with all loan covenants, as amended. The covenants
contained in the Indenture governing the Notes also impose restrictions on the
operation of the Company's business.
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this document, particularly regarding
anticipating future financial performance, business prospects, growth and
operating strategies, the effects of the Acquisition on the Company and similar
matters, as well as those statements preceded by, followed by or that otherwise
include the words "may," "would," "could," "will," "believes," "expects,"
"anticipates," "plans," "intends," "estimates," or similar expressions or
variations thereof may constitute "forward-looking statements" for purposes of
the Securities Act of 1933, as amended (the "Securities Act"), and the
Securities Exchange Act of 1934, as amended. For those statements, the Company
claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. Those
forward-looking statements involve a number of risks and uncertainties. A
variety of factors, including without limitation changes in the prevailing
prices for the Company's products; the Company's continued ability to achieve
operating efficiencies and the ability of the Company to negotiate successfully
with its unionized employees or obtain alternate sources of labor during the
strike, as well as those factors discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" could affect the
Company's future performance.
11
<PAGE> 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The fair value of the Company's long-term debt and capital leases is affected by
changes in interest rates. Based upon current market conditions, the fair value
and hypothetical increase in fair value of long-term debt and capital leases,
including current portion, is not expected to be materially different from that
as of December 31, 1999.
12
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable
ITEM 2. CHANGES IN SECURITIES.
Not applicable
ITEM 3. DEFAULTS UPON SENIOR NOTES.
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable
ITEM 5. OTHER INFORMATION.
On August 7, 2000, the 1995-2000 Basic Labor Agreement and Seniority Rules and
Regulations dated August 8, 1995, between the United Steelworkers of America
(AFL-CIO) (the "USWA") and the Company expired after more than three months of
negotiations over a new labor agreement. The USWA leadership called for a strike
commencing at 12:00 p.m. on August 8, 2000. The USWA represents approximately
120 Simcala employees. Substantially all of the employees represented by the
USWA decided to strike, and Simcala is unable to predict the strike's duration.
The Company is mitigating the effects of the strike by using managers and
supervisors, temporary contract employees to replace temporarily the striking
employees. In addition, the Company is encouraging the USWA employees to
continue to work despite the absence of a new labor agreement, under the same
general conditions as to wages and benefits only. To date, 36 employees of the
Company who are represented by the USWA have chosen to work in spite of the
continuing strike by fellow employees. The Company also may hire replacement
workers if the strike continues indefinitely.
Despite these efforts, the strike may adversely impact the Company's ability to
maintain its current level of production, which, so far, has been consistent
with levels achieved prior to the strike. Management does not expect that
revenues will be adversely affected by the strike or that the Company may lose
customers because of the strike. Expenses have been higher than anticipated
during the strike and earnings are lower as a result. Management cannot,
however, predict the exact financial impact of the strike, which will depend in
part upon its duration. Additionally, if the Company and the USWA reach a new
labor agreement, it is possible that certain terms of the labor agreement will
result in employee expenses that are higher than those that existed before the
strike. Management believes its current financial resources are adequate to
support the Company's operations during the strike.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<S> <C>
10.20* Supply Agreement for the Supply of Silicon Metal
between Simcala, Inc. and Alcan Aluminum Ltd., dated
August 8, 2000.
27 Financial Data Schedule (for SEC use only)
* Portions of this Exhibit have been omitted pursuant
to a request for confidential treatment.
</TABLE>
(b) Reports on Form 8-K
13
<PAGE> 14
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.
SIMCALA, Inc.
Date: November 14, 2000 /s/ R. Myles Cowan
------------------------------------------------
R. Myles Cowan
Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
14
