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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, 2003
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: (225) 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, 2003
TOTH ALUMINUM CORPORATION
INDEX TO FORM 10-Q
For The Quarter Ended February 28, 2003
Page
Part I Financial Information
Balance Sheets - February 28, 2003 and August 31, 2002...........
Statements of Operations - Six Months
Ended February 28, 2003 and February 28, 2002....................
Statements of Cash Flows - Six Months
Ended February 28, 2003 and February 28, 2002....................
Notes to Financial
Statements.......................................................
Management's Discussion and Analysis of the Financial
Conditions and Results of Operations.............................
Part II Other
Information......................................................
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
COMBINED BALANCE SHEETS (UNAUDITED)
February 28, AUGUST 31,
2003 2002
ASSETS
CURRENT ASSETS:
Cash..................................... $ 240 430
Total Current Assets..................... 240 430
Property, Plant and Equipment Net........ - -
OTHER ASSETS
Investments in and Advances to
Armant Partnership Net.............. - -
Patents and Patent Rights (net of
Accumulated amortization:........... 28,523 20,949
Total Other Assets....................... 28,523 20,949
TOTAL.................................... $ 28,763 $ 21,649
See notes to financial statement
February 28, August 31,
2003 2002
LIABILITIES
CURRENT LIABILITIES:
Notes payable-related parties........... $ 23,100 $ 23,100
Notes payable-bank...................... - -
Notes payable-other .................... 300,000 300,000
Accounts payable:
Trade.............................. 1,042,055 974,555
Officers and employees............. 998,627 934,826
Accrued salaries ....................... 3,157,660 2,797,660
Accrued expenses ....................... 899,530 863,920
Accrued interest payable................ 5,510,031 4,982,489
Total current liabilities............... 11,931,003 10,376,550
Series "A-1" Convertible Promissory Note1
Related Parties Principal............. 12,080,096 12,080,096
Accrued interest payable........... 9,526,970 8,802,166
Non-Related Parties Principal.......... 5,978,421 5,978,421
Accrued interest payable........... 8,463,114 8,104,410
Total Series "A-1" Notes........... 36,048,601 34,965,093
CONVERTIBLE DEBENTURES PAYABLE
(net of discounts, commissions,
and offering costs of $1563........ 20,437 20,437
STOCKHOLDERS' EQUITY:
Common stock - no par value............. 38,258,097* 38,258,097*
Common stock subscribed................. 20,000 20,000
Paid in capital......................... 164,774 164,774
Deficit accumulated during the
development stage.................. (86,414,149) (83,783,871)
Total stockholders' equity.............. (47,971,278) (45,341,001)
TOTAL................................... $ 28,763 $ 21,649
*See section 11, notes to Financial Statements of the August 31, 2002 10-K.
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended From Inception
February February February February to February
28, 28, 28, 28, 28,
2003 2002 2003 2002 2003
COSTS AND EXPENSES:
Research and
Development............ $ 1,130 $ 1,530 $ 2,090 $ 2,980 $ 7,784,478
Promotional, general
and administrative..... 287,890 177,892 626,911 483,995 $ 20,088,326
Interest............. 1,043,829 759,789 1,711,050 1,625,150 $ 28,015,898
Total............ 1,332,849 939,211 2,340,051 2,112,125 $ 55,888,702
OTHER (INCOME) EXPENSE:
Loss in Investment and
Advances to ArmantA.. 17,661,102
Equity in loss
of Armant.............. 1,100 12,864,345
NET LOSS.............. 1,332,849 939,211 2,340,051 2,113,225 $ 86,414,149
Loss Per Common Share.. $.03 $.03 $. 06 $.06
A-Due to the prolonged delay in attaining the necessary funding, the
company was forced to write down $17,471,835 of its investment in and
advances to Armant.
See notes to financial statements.
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOW
Six Months Ended From Inception
February 28, To February 28,
2003 2002 2003
OPERATING ACTIVITIES
NET LOSS...................... $(2,340,051) $(2,113,225) ($86,414,149)
ADJUSTMENTS TO RECONCILE
NET INCOME TO NET CASH
PROVIDED BY OPERATING
ACTIVITIES:
Depreciation and
amortization............... 1,214,879
Amortization and write
off of patents............. 512 443,187
Amortization of prepaid
leases..................... - - 302,424
Amortization of financing
Cost....................... 95,000
Loss on divestiture of
Subsidiaries............... 912,586
Loss from joint venture...... 1,100 11,130,435
Other........................ 111,616
Proceeds from royalty
Prepayments................ 172,760
Prepayment of Leases......... (16,104)
Disposition of property,
Plant, and equipment....... 27,745
CHANGES IN OPERATING ASSETS
AND LIABILITIES:
Increases in accounts
receivable.................
Decrease (Increase) in
Prepaid expenses........... (27,371)
Increase in accounts payable
and accrued expenses....... 636,385 485,782 17,923,411
Increase (decrease) in notes
notes payable.............. 1,711,050 1,625,150 33,294,367
7,384 (681) ($ 20,829,214)
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
Six Months Ended From Inception
February 28, To February 28,
2003 2002 2003
INVESTING ACTIVITIES:
Purchase of property, plant
and equipment............. ($ 1,159,046)
Acquisition of patents...... (7,574) (451,049)
Cash investment in and
Advances to TACMA......... (1,076,595)
Cash investments in and
advances to Armant........ (20,760,548)
Write off of Investments in
and Cash advance to Armant. 17,408,589
Proceeds from sale of net
Profit interest........... _________ ________ $ 50,000
(7,574) ($ 5,988,649)
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................ 1,913,973
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 (190) (681) (190)
CASH BEGINNING OF PERIOD 430 2,431 ______
CASH END OF PERIOD 240 1,750 240
See notes to financial statements
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited
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, 2003, 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, 2002.
2. The accompanying unaudited 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 1976 through
February 28, 2003, and August 31, 2002, of $86,414,149 and
$83,783,871, respectively.
The Company plans to fund its near term operations through
short-term borrowing. The recoverability of the Company's
investments in and advances to Armant and the recoverability of
the capitalized cost of Armant is doubtful.
The Company's ability to continue 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 investment partners it may
experience significant difficulty raising funds. 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.
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, 2002, 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.
Costs capitalized and deferred by Armant consisted of the
following:
February 28, August 31,
2003 2002
Direct carbo-chlorination plant costs:
Process equipment.................... $ 650,000 $ 770,000
Other equipment...................... - -
Leasehold improvements............... - -
650,000 770,000
Self-construction and start-up costs:
Salaries:
Engineering ...................... - -
Plant construction and
operations........................ 25,000 55,000
Indirect labor and overhead....... - -
25,000 55,000
Total.................................. $ 675,000 $ 825,000
Presented below is summarized financial information of Armant.
February 28, August 31,
2003 2002
Assets:
Plant and equipment............... $ 675,000 $ 825,000
Other............................. - -
Total.......................... $ 675,000 $ 825,000
Liabilities and Equity:
Notes payable - Toth Aluminum
Corporation....................... $ 3,240,000 $ 3,240,000
Notes payable - Bank.............. - -
Payables - Toth Aluminum Corp..... 17,420,000 17,420,000
Other payables............... 890,000 890,000
Equity - Toth Aluminum
Corporation.................. (20,862,000) (20,712,000)
- Other...................... (13,000) (13,000)
(20,875,000) (20,725,000)
Total.............................. $ 675,000 $ 825,000
Six Months Ended
February 28, February 28,
2003 2002
Statement of Plant Expenses
Direct plant costs................ - -
Interest expense.................. 12,000 28,000
General and
administrative costs........ 16,000 1,000
Net loss $ 32,000 $ 29,000
February 28, August 31,
2003 2002
Payable to and Equity of Toth Aluminum
Corporation:
Notes payable........................ $ 20,013,000 $ 20,013,000
Payables............................. 4,689,000 4,689,000
Beginning equity of the Company...... (5,560,000) (5,560,000)
Less: Loss from Armant......... (10,989,000) (10,989,000)
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........ (2,533,000) (2,533,000)
Investment in and advances to
Armant........................ $ 0 $ 0
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. 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.
4. Notes payable consisted of the following:
February 28, August 31,
2003 2002
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 "A-1" Convertible
Promissory Notes
Payable to related parties..... 12,080,096 12,080,096
Payable to others.............. 5,978,421 5,978,421
Interest payable............... 17,990,084 16,906,576
36,048,601 34,965,093
Total............................... $ 36,371,701 $ 35,288,193
5. 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,
2001, 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, 2003, total assets
increased to $28,763 from $21,649 at August 31, 2002, and current
assets decreased from $430 to $240. The primary asset of the
Company is its proprietary technology, commonly referred to as
the TAC-ACS process, the Clay-to-Aluminum Process. TAC has
developed its proprietary clay chlorination and purification
technology, the TAC Process, from laboratory, through bench scale,
to large scale pilot plant and is now poised to commercialize its
breakthrough, low cost continuous manufacturing process. Several
prestigious engineering companies have evaluated the technology,
and have declared it ready for commercialization.
TAC intends to combine the TAC Process with other aluminum
chloride smelting, ACS, technology, creating a new integrated
TAC-ACS Process, the Clay-to-Aluminum Process, to manufacture
primary aluminum and titanium tetrachloride from clays. TAC
protects part of the technology as Trade Secrets under Intellectual
Property Law. TAC has patented parts of the technology and applied
for a patent of the continuous process and other parts of the
Clay-to-Aluminum Process. Effectively, TAC has collected, created
and maintains unique control over the information that will enable
them to commercialize and exploit the Clay-to-Aluminum Process
Technology more efficiently than any other party.
Total liabilities, including the Series "A-1" Convertible
Promissory Note, increased from $45,341,643 to $47,979,604
during the same period.
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 and short term borrowings from
individual sources and creditors have been obtained, with a
commitment to continue into the forseeable future. 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, 2003, of
approximately $86,414,149. 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
TAC is committed to provide the highest-grade technology to
empower the world's lowest cost, most energy efficient production
of primary aluminum metal and titanium tetrachloride, and
associated by-products, and to generate robust returns for its
investors. Today, the world consumes approximately 20 million
short tons of primary aluminum annually, with demand growing at
approximately 3% to 5% per year, creating a need for 600,000
additional tons of primary aluminum, every year. TAC's initial
goal is to capture the growth market with aluminum produced from
clay via its new chloride processing technology. In the future,
as existing Bayer-Hall aluminum plants eventually become
uncompetitive, TAC foresees that they will be replaced with new
Clay-to-Aluminum facilities.
TAC intends to be the catalyst for this evolutionary change
in the aluminum industry.
TAC's plans include not only the provision of processing
technology, but also the development and supply of operating know
how, engineering designs and construction expertise, in order to
accomplish this vision.
TAC is totally committed to producing the highest quality of
primary aluminum metal and associated chemical products, at
lowest cost through conservation of energy and the use of
abundant low cost raw materials. TAC intends that its Clay-
to-Aluminum processing will become the recognized technology
for manufacturing primary aluminum.
TAC's future plans call for expanding its technology into
other fields, including recovery of metals from wastes and
extraction of other metals from the
ir ores.
TAC had endeavored to commercialize its technology since 1987
but despite the apparent advantages of clay based processing;
the technology has yet to be commercially implemented. There
are several reasons for TAC's lack of success in attracting
development Participants, but two hurdles are clearly evident.
Firstly, TAC is not a major player in aluminum and its
financial condition does not promote confidence in its perceived
ability to see the Project through to a successful conclusion.
Secondly, in its past commercialization efforts, TAC had
insisted on maintaining total ownership of the technology,
which was not acceptable to some prospective participants. A
third reason is that Clay-to-Aluminum technology does not enhance
today's bauxite and alumina based aluminum processes-it replaces
them instead. Successful commercialization of the Clay-to-
Aluminum process would mean that industry's hugh investments in
existing Bayer and Hall-Heroult plants would eventually be made
obsolete, and the value of industry's installed capital assets,
and the value of its bauxite reserves would be drastically
reduced. A fourth hurdle results from Alcoa's decision to
abandon its own chloride based ASP process. TAC's approach
to potential project Participants has invariably elicited
responses similar to the following: "Alcoa expensed enormous
resources on their aluminum chloride smelting process, and
yet they abandoned it. If the largest aluminum company in
the world, Alcoa, will not support the technology, why should I?"
While this is a logical response, Alcoa's approach was very
different from TAC's, and our approach has some very significant
cost and environmental advantages over Alcoa's, which make us
confident of success. There are fundamental technical
differences between TAC's Clay-to-Aluminum process and Alcoa's
ASP technology. There were also marked differences between
Alcoa's and TAC's research and development philosophies,
especially in regard to the crucial question of purification of
aluminum chloride. Several of the technical problems that
contributed to Alcoa's cost escalations do not occur in TAC's
processes.
The Company's intention in the near-term is to focus its
efforts and resources on completing a project to commercialize
the Clay-to-Aluminum Process be undertaken in multiple steps.
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.
In March 1998, the Company negotiated with and entered into
an Engagement Agreement with a Denver, CO based financial
brokerage firm, Mercantile Resource Finance, Inc. (MRFI) for the
sole purpose of accelerating the efforts to fully commercialize
the TAC Process. Through the end of the fiscal year, some interest
had been shown by prospective investors, but nothing significant
and as of this writing, nothing material or consequential has
materialized.
In the first step, which TAC has designated Phase 1, TAC
proposes that a semi-commercial demonstration plant be built and
operated. Operation of this semi-commercial plant will permit
engineers to fine tune the design of the subsequent full
commercial facility in Phase 2. Equally important, the Phase 1
plant will provide a hands-on training facility for commercial
plant staff. Phase 2 of the project will comprise the design and
construction of a full-scale commercial Clay-to-Aluminum plant.
Cost of Phase 1 is estimated to be $45 million and the cost of
Phase 2 will be determined after Phase 1 has been completed.
There will be two principal goals in executing Phase 1. The
first goal is to refine TAC's clay chlorination procedures for
implementation in commercial production facilities. TAC has
already developed these procedures to an advanced stage in its
pilot plant, but the design of that pilot plant did not permit
long duration, continuous operation runs. Refinement of
procedures will permit confident scale-up to full-scale
commercial plant capacity.
The second goal will be the generation of refined designs for
full-scale commercial smelting cells. This will be accomplished
by constructing and operating a complete ACS smelting facility
that will consume a portion of the aluminum chloride produced in
clay chlorination. The balance of production will be marketed as
high purity anhydrous aluminum chloride to generate revenues to
help defray plant-operating costs. Smelting specialists foresee
rapid development of a final design for commercial cells in Phase
1, and anticipate that this will consume nine to twelve months of
development time.
The project will start as soon as TAC has secured the
financing for Phase 1. Initial tasks include detailed
engineering design of clay chlorination and smelting facilities,
and the selection of a suitable plant site. Construction will
begin with site preparation, approximately nine months after the
project start. After an initial ramp up period, the Phase 1 plant
is expected to reach full design capacity within 36 months after
project start.
After confirmation of the economic viability of the Clay-to-
Aluminum Process, work will begin on the second phase of the
project, namely the design, construction and operation of a
commercial Clay-to-Aluminum plant. TAC proposes that a modular
design concept be adopted for Phase 2, such that the eventual
full-scale commercial plant will consist of a set of duplicate
plant modules, operating in parallel. TAC anticipates that
additional modules will be constructed in parallel in subsequent
years.
Results of Operations
TAC's Clay Chlorination Pilot Plant, at the Armant site in
Vacherie, was completed in 1983 and was operated in block
(continuous chlorination and condensation to produce crude
aluminum chloride, followed by continuous operation of the
purification system) mode through 1988. Approximately 150 pilot
plant runs were made, and tonnage lots of high purity aluminum
chloride and commercial grade silicon tetrachloride were
successfully marketed. TAC made several major breakthroughs in
systems operation, and the plant sections finally achieved
smooth, controlled operation in 1987. In l988, the Pilot Plant
was shut down and TAC planned to undertake the next stages of
its process commercialization program (higher capacity,
continuous mode clay chlorination, and aluminum chloride
electrolysis) in expanded facilities to be acquired from Alcoa.
The planned transaction with Alcoa was not completed, however,
and no furthers Pilot Plant operations have occurred since then.
TAC also undertook construction of an aluminum dross
chlorination plant in New Delhi, India, in partnership with
TACMA and a local secondary aluminum producer. The plant
succeeded in demonstrating dross chlorination and the production
of crude aluminum chloride from secondary aluminum dross, but the
crude product was never purified. Due to a lack of local investor
financing, the purification system and other sections of the
plant were never completed, and TAC withdrew from the project.
The Company had no operating revenues and reported net
losses. The Company is considered to be a development stage
enterprise; start-up activities had commenced, but the Company
has received no revenue therefrom.
The net loss recognized by Armant during the year ended
August 31, 1988, 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
The net loss for the six months ended February 28, 2003, was
$2,340,051 compared to $2,113,225 for the corresponding period in
2002.
PART II. Other Information
Item 1. Legal Proceedings
See Item 10 of the Company's Form 10-K for the year ended
August 31, 2002, concerning legal proceedings.
Item 6. Exhibits and reports on Form 8.
None
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 15, 2003
Charles E. Toth
Treasurer
BY: Charles Toth Date: April 15, 2003
Charles Toth
Chairman of the Board of Directors
Chief Executive Officer