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 Quarter Ended: February 28,1998
Commission File Number: 0-7568
TOTH ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0646580
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
HIGHWAY 18--RIVER ROAD, P.O. BOX 250, VACHERIE, LA 70090
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (504) 265-8181
Securities registered pursuant to Section 12(b) of the Act:
NONE
(Title of each class)
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, WITHOUT PAR VALUE
(Title of class)
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 periods that the registrant was required to
file 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:
Common stock, without par value 35,466,193
Class Outstanding at February 28, 1998
<PAGE>
TOTH ALUMINUM CORPORATION
INDEX TO FORM 10-Q
For The Quarter Ended February 28, 1998
Page
Part I Financial Information
Balance Sheets - February 28, 1998
and August 31,1997.................... 3
Statements of Operations - Six Months Ended
February 28, 1998 and February 28, 1997.... 5
Statements of Cash Flows - Six Months Ended
February 28, 1998 and February 28, 1997.... 6
Notes to Financial Statements.............. 8
Management's Discussion and Analysis
of the Financial Conditions and
Results of Operations...................... 15
Part II Other
Information................................ 20
<PAGE>
<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
COMBINED BALANCE SHEETS (UNAUDITED)
<CAPTION>
February 28, AUGUST 31,
1998 1997
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash.......................... $ 651 4,112
Accounts receivable-other.....
Prepaid:
Leases........................
Other.........................
Total Current Assets.................. 651 4,112
Property, Plant and Equipment Net...... 67,968 79,738
OTHER ASSETS
Investments in and Advances to
Armant Partnership Net........... 84,232 110,250
Patents and Patent Rights (net of
accumulated amortization:........ 550 940
Total Other Assets.................... 84,782 111,190
TOTAL................................. $ 153,401 $ 195,040
See notes to financial statement
</TABLE>
<PAGE>
<TABLE>
February 28, August 31,
1998 1997
<S> <C> <C>
LIABILITIES
CURRENT LIABILITIES:
Notes payable-related parties......... $ 23,100 $23,100
Notes payable-bank.................... - -
Notes payable-other .................. 300,000 300,000
Accounts payable:
Trade............................ 462,980 457,300
Officers and employees........... 302,147 279,560
Accrued salaries ..................... 2,068,211 1,948,961
Accrued expenses ..................... 123,600 89,450
Accrued interest payable.............. 1,662,769 1,474,005
Total current liabilities............. 4,942,807 4,572,376
DEFERRED CREDIT ...................... 0 0
Series "A-1" Convertible Promissory Note1
Related Parties
Principal........................ 7,398,265 7,398,265
Accrued interest payable......... 4,848,274 4,404,380
Non-Related Parties
Principal........................ 5,978,421 5,978,421
Accrued interest payable......... 4,714,884 4,356,180
Total Series "A-1" Notes......... 22,939,844 22,137,246
CONVERTIBLE DEBENTURES PAYABLE
(net of discounts, commissions,
and offering costs of $1563...... 20,437 20,437
STOCKHOLDERS' EQUITY:
Common stock - no par value........... 38,258,096 38,258,096
Common stock subscribed............... 20,000 20,000
Paid in capital....................... 164,774 164,774
Deficit accumulated during the
development stage................(66,192,557) (64,977,889)
Total stockholders' equity............(27,749,687) (26,535,019)
TOTAL................................ $ 153,401 $ 195,040
</TABLE>
<PAGE>
<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended From Inception
February February February February to February
28, 28, 28, 28, 28,
1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C>
COSTS AND EXPENSES:
Research and
Development.......... $ 2,110 $ 2,935 $ 5,850 $ 15,776 7,722,990
Promotional, general
and administrative... 78,400 110,450 173,820 234,091 15,604,546
Interest............. 494,250 888,201 940,809 1,366,342 12,914,682
Total............... 544,760 1,001,386 1,120,479 1,616,209 36,242,218
OTHER (INCOME) EXPENSE:
Loss in Investment and
Advances to Armant(A).. 26,018 493,120 29,209 920,855 17,376,572
Equity in loss
of Armant............ 48,971 619,570 64,980 1,239,140 12,582,767
NET LOSS.............$ 619,749 $2,114,276 $1,214,668 $3,776,204 $66,192,557
Loss Per Common Share. $.01 $.05 $.03 $.10
(A)Due to the prolonged delay in attaining the necessary funding, the
company was forced to write down $17,376,572 of its investment and
advances in Armant.
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOW
<CAPTION>
Six Months Ended From Inception
February 28, To February 28,
1998 1997 1998
<S> <C> <C> <C>
OPERATING ACTIVITIES
NET LOSS.................... $(1,214,668) $(3,776,204) ($66,192,557)
ADJUSTMENTS TO RECONCILE
NET INCOME TO NET CASH
PROVIDED BY OPERATING
ACTIVITIES:
Depreciation and
amortization............. 11,770 13,307 1,152,796
Amortization and write
off of patents........... 390 35,209 440,528
Amortization of prepaid
leases................... - - 302,424
Amortization of financing
Cost..................... 95,000
Loss on divestiture of
Subsidiaries............. 912,586
Loss from joint venture.... 48,971 1,239,140 11,081,842
Other...................... 111,616
Proceeds from royalty
Prepayments.............. 172,760
Prepayment of Leases....... (16,104)
Disposition of property,
Plant, and equipment..... 27,745
CHANGES IN OPERATING ASSETS
AND LIABILITIES:
Increases in accounts
receivable.............. 10,787 (10,787)
Decrease (Increase) in
Prepaid expenses........ (27,371)
Increase in accounts payable
and accrued expenses.... 340,431 437,134 12,694,960
Increase (decrease) in notes
notes payable........... 802,598 1,159,797 19,216,832
(10 508) (880,830) ($ 20,637,730)
</TABLE>
<PAGE>
<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
<CAPTION>
Six Months Ended From Inception
February 28, To February 28,
1998 1997 1998
<S> <C> <C> <C>
INVESTING ACTIVITIES:
Purchase of property, plant
and equipment........... (12,184) (13,307) ($ 1,171,230)
Acquisition of patents.... (443,475)
Investment of Certificates
of Deposit.............. (3,995,000)
Cash investment in and
Advances to TACMA....... (1,076,595)
Cash investments in and
advances to Armant...... (3,000) (30,350) (20,796,889)
Write off of Investments and
Cash advance to Armant. 26,018 920,885 17,302,820
Redemption of Certificates
of Deposit.............. 3,995,000
Proceeds from sale of net
Profit interest......... $ 50,000
10,834 877,198 ($ 6,157,493)
FINANCING ACTIVITIES:
Stock issued or subscribed
For cash................ 18,481,076
Preferred stock issued
For cash................ 266,400
Proceeds from long term
Obligations............. 1,430,349
Proceeds from warrants
Issued for cash......... 6,236,507
Common stock issuance
cost.................... (166,550)
Issuance of convertible
Debentures.............. 1,913,963
Cash received upon
Conversion of debentures
To common stock......... 112,999
Payment of long term
Obligations............. (1,457,071)
- - 26,817,673
INCREASE (DECREASE) IN CASH 326 (3,632) 326
CASH BEGINNING OF PERIOD 325 3,750
CASH END OF PERIOD 651 118 651
See notes to financial statements
</TABLE>
<PAGE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying condensed
financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the
financial position of Toth Aluminum Corporation (the Company) as
of February 28, 1998, and the results of its operations and
changes in financial position for the three months then ended.
The accounting policies followed by the Company are set
forth in Note 1 to the Company's financial statements in Form 10-
K, dated August 31, 1997.
2. The accompanying financial statements of the Company have
been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred net losses
from its inception in August 1966 through February 28, 1998, and
August 31, 1997, of $66,192,557 and $64,977,889, respectively.
Although the Company's investees (TACMA and Armant) have
constructed facilities that will employ the Company's patented
processes, TACMA has been inactive and Armant has not achieved
continuous commercial production. The Company has determined
that the operating plant of each investee will require further
modifications before commercial production can be achieved.
The Company's continuation in existence is dependent upon
its ability to generate sufficient cash flow to meet its
continuing obligations on a timely basis, to fund the operating
and capital needs, obtain additional financing as may be required,
and ultimately to attain successful operations. Should the Company
be unable to obtain a joint venture partner(s) it may experience
significant difficulty raising funds to complete the required modifications
to attain continuous production at Armant. These factors, among
others, may indicate that the Company will be unable to continue
in existence. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or the amount and classification of
liabilities that might be necessary should the Company be unable
to continue in existence.
3. The Company has historically maintained investments in two
affiliates, TACMA and Armant. The collectibility of the advances
to and the recovery of the investment depends upon the affiliate
achieving successful commercial operations. The investment in
TACMA was expensed during 1988.
Armant
The Company is general partner in a limited partnership
(Armant) formed in 1982 to construct and operate a metal
chlorides plant in Vacherie, Louisiana. The plant, which through
August 31, 1989, has cost approximately $23 million to construct,
has been built on land (the Armant site) owned by Empresas Lince,
S.A., (ELSA), a Central American corporation controlled by a
former member of the Company's Board of Directors.
Under the terms of the original partnership agreement, the
Company was to have a 50% ownership interest in the partnership.
In March 1983, the partnership agreement was revised to provide
the Company a 2% ownership interest and under a separate license
agreement, a royalty payment based on net positive cash flow of
the partnership. The license agreement provides for royalty
payments to the Company equal to 29.6% of net positive cash flow
until each limited partnership unit has received $160,000 in
cash, at which time royalty payments increase to 49% of net
positive cash flow.
The Company's capital contribution to Armant consisted of
certain improvements to the property, a non-exclusive licensing
agreement providing for Armant's use of the Company's
carbo-chlorination processes for producing metal chlorides, and
prepaid leases as described in Note 4.
Contributions to Armant by the limited partners, on the
basis of a single limited partnership unit, consisted of $25,000
in initial cash deposits, $75,000 in cash to be paid in equal
monthly installments of $5,000 and either a $60,000 letter of
credit or the purchase of $60,000 of the Company's restricted
common stock. Armant has received subscriptions for all
thirty-five limited partnership units. At August 31, 1984,
Armant had received cash contributions of approximately
$3,459,000. The Chairman of the Company's Board of Directors
holds fifteen of the thirty-five units.
During November 1984, the Company loaned $3,995,000 to
Armant, resulting in the Company now having a receivable from
Armant in the amount of $3,995,000 bearing interest at 13.5% per
annum. As of August 31, 1989 the Company had made additional
cash advances to the Armant Partnership totaling $21,530,000,
bearing interest at 12% per annum. However the Company has
written down $17,387,674 of this investment. The Company has
also liquidated $240,000 of Armant's notes payable plus accrued
interest due to a corporation controlled by a member of the
Company's Board of Directors by issuing 240,000 shares of the
Company's restricted common stock. As a result the Company
recorded a receivable from Armant of $276,000 bearing interest at
12% per annum. The Company had additional non-interest bearing
receivables from Armant totaling $173,000 which were incurred in
fiscal 1984, resulting from billing under a service agreement.
Subsequent to that date all costs, including general and
administrative cost, incurred by the Company related to the
construction and operation of the Armant Plant, have been
absorbed by the Company and expensed as incurred. As of February
28, 1997, the Company has guaranteed nearly $525,000 of Armant's
bank debt plus accrued interest.
The initial phase of construction of the Armant Plant was
completed in December 1983. Since that time, numerous test runs
have been performed in an effort to achieve continuous commercial
production of market grade metal chlorides. Subsequent to the
Company's 1986 fiscal year end, Armant determined additional
funding would be required to sustain successful operations.
Therefore, because of unexpected construction delays and the
continued lack of commercial production at Armant, the Company
elected to discontinue accruing interest income on the Armant
receivable and reversed, in the fourth quarter of fiscal year
1986, all interest income previously accrued which totaled
$1,164,000 of which $551,000 was accrued through August 31, 1986.
Further, Armant elected to discontinue capitalizing plant
start-up costs. The net loss recognized by Armant during the year
ended August 31, 1987, which primarily resulted from expensing
start-up costs, was first allocated to the partners' equity
accounts based upon their respective percentage interests in the
total partnership equity. To the extent that this loss exceeded
the total limited partners' equity, all additional losses were
allocated to the Company's equity interest in the partnership,
since the Company is the sole general partner in the limited
partnership and is at risk for these losses in the form of
advances to Armant.
Since the plant was shutdown in 1988 due to insufficient capital
to maintain operations, the Company has been attempting to secure
additional funds to enable it to modify and start-up the Armant plant.
Significant effort has been devoted in the period 1988 to 1998 to
securing funding from the DOE under the "Steel and Aluminum Energy
Conservation and Technology Competitiveness Act of 1988".
Costs capitalized and deferred by Armant consisted of the
following:
<TABLE>
February 28, August 31,
1998 1997
<S> <C> <C>
Direct carbo-chlorination
plant costs:
Process equipment................ $ 3,210,000 $ 4,110,000
Other equipment.................. - 14,000
Leasehold improvements........... 410,000 100,000
3,250,000 4,269,000
Self-construction and start-up costs:
Salaries:
Engineering .................. 195,000 360,000
Plant construction and
operations.................... 1,640,000 2,154,000
Indirect labor and overhead... 210,000 367,000
2,045,000 2,881,000
$ 5,295,000 $ 7,150,000
</TABLE>
Presented below is summarized financial information of
Armant. Beginning September 1, 1986, Armant elected to
discontinue capitalizing costs not directly associated with plant
construction. Further, Armant elected to discontinue
capitalizing interest costs in 1988 and reversed all interest
costs that had been capitalized in 1988. Prior to September 1,
1986, all costs were capitalized and deferred. On February 28,
1998, Armant elected to write down $17,376,000 in capitalized
costs.
<TABLE>
February 28, August 31,
1998 1997
<S> <C> <C>
Assets:
Plant and equipment......... $ 5,295,000 $ 7,150,000
Other....................... 375,000 528,000
Total....................... $ 5,670,000 $ 7,732,000
Liabilities and Equity:
Notes payable - Toth Aluminum
Corporation................. $ 6,278,000 $ 7,087,000
Notes payable - Bank........ 525,000 525,000
Payables -
Toth Aluminum Corp....... 12,460,000 13,067,000
Other payables........... 670,000 550,000
Equity - Toth Aluminum
Corporation............ (14,250,000) (13,484,000)
- Other................ (13,000) (13,000)
(13,263,000) (13,497,000)
Total........................ $ 5,670,000 $ 7,732,000
Six Months Ended
February 28, February 28,
1998 1997
Statement of Plant Expenses
Write down of Capitalized
Costs................. $ 6,000 $ 360,000
Direct plant costs.......... 11,000 88,000
Interest expense............ 120,000 1,564,000
General and
administrative costs.. 37,000 78,000
Net loss $ 174,000 $ 2,090,000
February 28, August 31,
1998 1997
Payable to and Equity of
Toth Aluminum Corporation:
Notes payable.................. $ 17,437,000 $ 18,975,000
Payables....................... 5,800,000 5,900,000
Beginning equity of
the Company.............. (5,560,000) (5,560,000)
Less: Loss from Armant... (11,301,000) (11,110,000)
Affiliates interest:
Capitalized by Armant,
but not accrued by
the Company............ (5,620,000) (5,620,000)
Expensed by Armant,
but not accrued by
the Company............ (672,000) (1,356,000)
Investment in and advances to
Armant.................. $ 84,000 $ 97,000
</TABLE>
TACMA
In January 1982, the Company and an Indian company entered
into a Promotion Agreement providing for the formation of TACMA.
TACMA was formed to construct a plant in India designed to
produce metal chloride through the use of the Company's
carbo-chlorination processes. The Promotion Agreement provided
for an initial capital contribution by the Company of
approximately $42,800 in exchange for a 40% equity interest in
TACMA. During the 1983 fiscal year, the Company and TACMA's other
stockholder assigned to a third party the right to a 25% equity
interest in TACMA in exchange for the third party's $200,000
advance to TACMA. A transfer of equity interest to the third
party, which is subject to the prior approval of the Indian
government, would have reduced the Company's equity interest in
TACMA to 27 2%. The Company and the third party also entered
into a separate agreement which provided that the third party
could convey to the Company its right to the 25% equity interest
in TACMA in exchange for 200,000 shares of the Company's common
stock. During July 1987, the Company issued 200,000 shares of
its common stock valued at $325,000 in exchange for the third
party's rights to the additional equity in TACMA. Under this
agreement, the transfer to the Company of the additional equity
interest in TACMA, which is subject to the prior approval of the
Indian government, would increase the Company's equity interest
in TACMA to 52 2%.
As of August 31, 1984, the Company had also made cash
advances to TACMA totaling approximately $218,600. In addition,
during December 1984, the Company acquired from Empresas Lince,
S.A., a receivable from TACMA of $60,000 in exchange for 60,000
shares of the Company's restricted common stock. The Company
has also incurred costs on TACMA's behalf which the Company
considers reimbursable under the terms of its service agreement
with TACMA. At February 28, 1998, the Company's receivable for
such costs billed to TACMA was approximately $815,000. TACMA has
not recorded a corresponding payable for such costs because the
approval of the Indian government and Reserve Bank of India is
required before TACMA can make payment to the Company. The
collectibility of this receivable is dependent on obtaining
approval of foreign authorities as well as TACMA commencing and
sustaining sufficiently profitable commercial operations, for
which the Company currently has no plans. During the fiscal year
ended August 31, 1987, because of the continuing delays in
obtaining government approval, the Company reversed the
previously recorded receivable from TACMA. During 1988, based
upon the Company's decision to indefinitely postpone attempts to
bring the TACMA plant to full commercial production, its
previously recorded investment in the TACMA facility was also
reversed.
Reference is made to Note 6 regarding a Swiss Corporation's
advance to TACMA, in 1982, on the Company's behalf. The Company
recorded this advance as an additional investment in and advance to
TACMA. The Swiss Corporation has not received payments equal to
$50,000, and in 1996 they have requested action requiring the
Company to replace or supplement its interest in TACMA. During 1997,
the Company issued a Series "A-1" Convertible Promissory Note to the
Swiss Corporation for the original $50,000 plus accrued interest of
$98,200 for a total of $148,000.
4. Notes payable consisted of the following:
February 28, August 31,
1998 1997
Notes payable to bank,
collateralized (A):
At 12% ..................... $ - $ -
Demand notes payable to related
parties, unsecured:
At 12% ...................... 23,100 23,100
Notes payable to other parties,
secured (A):
At 12% ...................... 300,000 300,000
323,100 323,100
Series AA-1" Convertible
Promissory Notes
Payable to related parties.. 7,398,265 7,398,265
Payable to others........... 5,978,421 5,978,421
13,376,689 13,376,686
Total............................ $13,699,786 $13,699,786
A) Collateralized by a pledge of personal assets owned by
the Company's Chairman of the Board.
5. During 1988, the Company commenced a private offering of
1,500,000 units of its securities. Each unit consisted of one
share of the Company's common stock and the right to acquire an
option to purchase an additional share at a price equal to the
original purchase price of the unit. At the close of the
offering, the Company had sold 1,292,367 units and had issued
option rights to purchase 1,292,367 shares with an exercise price
ranging from $0.75 per share to $0.95 per share. Of the
1,292,367 units sold, during September 1988, 27,386 units were
issued in satisfaction of $20,539 of lease payments. The option
is exercisable for a period of three years, commencing on the
date that the Company's shareholders approve an increase in the
authorized shares of the Company so as to permit the exercise of
all of the options offered hereby.
6. The financial statements are summarized and reference is made
to the "NOTES TO FINANCIAL STATEMENTS" included in the Company's
Annual Report on Form 10-K for the fiscal year ended August 31,
1997, as filed with the Securities and Exchange Commission.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
During the six months ended February 28, 1998, total assets
decreased to $153,401 from $195,040 at August 31, 1997, and
current assets decreased from $4,112 to $652. The primary assets
of the Company is its Investment in and Advances to the Armant
Partnership of $84,232. The recoverability of this sum is dependent
on the Armant Partnership achieving and sustaining sufficiently
profitable commercial operations (see note 3 of Notes to Financial
Statements). Total liabilities, including the Series "A-1" Convertible
Promissory Note, increased from $27,903,088 to $26,730,059 during the same
period.
On December 24, 1985, the Company commenced an offering of
its 10% Convertible Debentures due August 1, 1990 (the
"Debentures"). The offering contemplated the sale of a maximum
of $4,320,000 of Debentures, convertible, at the election of the
Debenture holders, into 3,175,000 shares of common stock, no par
value, of the Company. The purchase price of each Debenture was
$1,000, payable in cash. No minimum offering of Debentures was
established and offerees were apprised of the fact that the
proceeds of the offering would not be placed into escrow, but
would be applied directly to the Company.
The Debenture offering was closed as of May 31, 1986,
resulting in net proceeds of $3,852,963 (after deducting offering
costs of $467,037). As of November 30, 1988, 4,298 debentures
were converted into 3,152,995 shares of the Company's common
stock, resulting in an increase in common stock of $3,833,307
(net offering costs of $464,693) and a balance in debentures
payable of $20,437 (net offering costs of $1,563).
The Board of Directors of the Company learned that not all
of the Debentures were sold for cash. Instead of the maximum
offering of $4,320,000, $2,014,137 of Debentures were purchased
in exchange for the cancellation of pre-existing debt which the
Company owed to these purchasers. Of the $2,014,137 of
Debentures sold in exchange for the cancellation of indebtedness,
$1,957,137 or 97%, was sold to or through directors, officers or
affiliates of the Company.
As a result of the sale of Debentures for consideration
other than cash, the proceeds of the Debenture offering were not
directly applied in the manner that the Company intended, or as
the Company would have applied the proceeds had the Debentures
been sold entirely for cash. The Debenture offering contemplated
that net proceeds (after deduction of sales commissions and
offering costs) of $3,842,000 would be applied approximately
$2,882,000 toward a loan to the Armant Partnership (A Louisiana
Partnership of which the Company is the General Partner) for the
repayment of the partnership's loan, capital expenditures, and
working capital, with the balance of $960,000 for the Company's
working capital and development expenses. Instead, the net
proceeds of the Debenture offering were directly applied as
follows: (I) $1,939,000 toward the retirement of debt, of which
$1,045,000 was to retire the Company's debt and the balance of
which was to retire the partnership's debt, and (ii) $1,902,000
was loaned to the Partnership for its working capital and for
capital expenditures.
This discrepancy is a result of the considerable delay which
was experienced in bringing the Debenture offering effective. As
a result, the Company, wishing to continue the operations of the
Armant facility, and to continue the Company's research
activities, borrowed funds from directors, affiliates and outside
lenders, relying on the guarantee of certain directors and
affiliates for Armant and corporate purposes. When the Debenture
offering became effective, the proceeds of the offering were used
substantially to retire this debt. Consequently, the Company
believes that the net proceeds of the Debenture offering were
applied, albeit indirectly, in the matter contemplated by the
Debenture offering.
However, if it were subsequently determined that this
variance in the terms of the offering would require the Company
to make an offer of rescission of the debenture offering, the
Company has made no provision in the financial statements for
such an offering. To date, there have been no claims against the
Company with respect to this issue and the Company is not aware
that any such claims are planned or contemplated. Because of the
complex nature of securities law, legal counsel has not formed an
opinion on whether there is any potential or actual liability to
the Company.
The Company, as general partner of Armant, has granted a
continuing guarantee of Armant's outstanding bank debt of
approximately $525,000 plus accrued interest.
Working Capital Meeting Operating Needs and Commitments
From inception, the Company has sustained its operations
primarily through funds provided by private placements and public
offerings of its common stock. Due to the length of its
development stage activities, liquidity has always been a
continuing concern. The Company has incurred net losses from its
inception in 1966 through February 28, 1998, of approximately
$66,192,557. Although the Company's investees (Armant and TACMA)
have constructed facilities that employ the Company's patented
processes, Armant has not achieved continuous commercial
production, and the commercial viability of the processes has not
been demonstrated. TACMA has not commenced commercial production
and no such activities are currently planned. The recoverability
of the Company's investments in and advances to Armant, is
dependent on Armant achieving sufficiently profitable commercial
operations. These factors, among others, may indicate that the
Company will be unable to continue in existence. The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or
the amount and classification of liabilities that might be
necessary should the Company be unable to continue in existence.
The Company's continuation in existence is dependent upon its
ability to generate sufficient cash flow to meet its continuing
obligations on a timely basis, to obtain additional financing as
may be required, and ultimately to attain successful operations.
Management believes that the plants constructed by Armant and
TACMA demonstrate that the production of metal chlorides and
aluminum intermediates through the Company's patented processes
is possible.
Immediate Development Plans at Armant and Canada.
As in the previous years, the principal goal of the Company is to
commercialize its process to produce aluminum metal and intermediate
chloride and oxide products from clay. One of the first steps in the
commercialization process is the commercial production of metal chlorides.
The Company is currently engaged in pursuring this option to achieve this
first level of commercialization.
In August 1995, Fluor Daniel Inc. undertook a feasibility study of a
project to construct a commercial Metal Chlorides Plant to manufacture
aluminum chloride, silicon tetrachloride, titanium tetrachloride and other
products from clay using the company's proprietary carbo-chlorination
technology. Fluor Daniel's assessment was highly favorable, but the
Company has not succeeded in raising the funding needed to complete the
project.
Armant
The Armant Plant, which was intended to be constructed so as
to operate on a continuous basis, was only capable of operating
only in a "batch" mode when it was shutdown in 1988. The plant
was then capable of producing approximately 100,000 pounds of
aluminum chloride per batch. In order to operate on a continuous
basis, additional equipment must be installed. Due to a lack of
funding the required equipment has not been installed. While such
installation is still a viable option, there are no current plans to
upgrade the Armant facility.
Canada
The Western Canadian raw materials resources were found to be
economically suitable for the Company's clay carbo-chlorination
technology. The Company has formed a Canadian company by the name
"WestCan Chemicals, Inc." which is licensed from the Company to
develop, construct, and operate a metal chlorides plant in Canada,
utilizing western Canadian feedstocks. Due to a lack of funding
no activities are currently underwy in Canada.
Results of Operations
The Company had no operating revenues and reported net
losses. The Company is considered to be a development stage
enterprise; start-up activities have commenced, but the Company
has received no revenue therefrom.
The net loss for the six months ended February 28, 1998, was
$1,214,668 compared to $3,776,204 for the corresponding period in
1997. During the six month period ending February 28, 1998, the
company continues to write down a significant amount of its
investment in the Armant Partnership which affected its net loss.
The initial phase of construction of the Armant Plant was
completed in December, 1983. Since that time, numerous test runs
have been performed in an effort to achieve continuous commercial
production of market grade metal chlorides. Subsequent to the
Company's 1986 fiscal year end, Armant determined additional
funding would be required to sustain successful operations.
Therefore, because of unexpected construction delays and the
continued lack of commercial production, Armant elected to
discontinue capitalizing plant start-up costs as of August 31,
1986. The net loss recognized by Armant during the three months
ended November 30, 1987, resulted primarily from expensing start-
up costs. The net loss recognized by Armant during the year
ended August 31, 1987, was first allocated to the partners'
equity accounts based upon their respective percentage interests
in the total partnership equity. To the extent that this loss
exceeded the total partners' equity, all additional losses were
allocated to the Company's equity interest in the partnership,
since the Company is the sole general partner in the limited
partnership and is at risk for these losses in the form of
advances to Armant. The Company's equity in the loss of Armant
for the six months ended February 28,1998, was $26,018, which
was a result of Armant losses in excess of total partnership
equity and was recorded as a reduction in investment in and
advances to Armant.
PART II. Other Information
Item 1. Legal Proceedings
See Item 10 of the Company's Form 10-K for the year ended
August 31, 1997, concerning legal proceedings.
Item 6. Exhibits and reports on Form 8.
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.
TOTH ALUMINUM CORPORATION
(Registrant)
BY: Charles E. Toth Date: April 30, 1998
Charles E. Toth
Treasurer
BY: Charles Toth Date: April 30, 1998
Charles Toth
Chairman of the Board of Directors
Chief Executive Officer
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