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UNITED STATES 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 June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
METALLURG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2967577
(State of organization) (I.R.S. Employer Identification No.)
Building 400 (610) 293-0838
435 Devon Park Drive (Registrant's telephone number,
Wayne, Pennsylvania 19087 including area code)
(Address of principal executive offices)
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 [ ]
There are no common equity securities of the registrant outstanding. At
August 13, 2002, the outstanding capital of Metallurg Holdings, Inc. was
comprised of 5,202.335 shares of Series A Voting Convertible Preferred Stock and
4,524 shares of Series B Non-Voting Convertible Preferred Stock, $.01 par value.
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
INDEX
Page No.
----------
Part I. FINANCIAL INFORMATION:
Item 1 - Financial Statements (Unaudited)
Condensed Statements of Consolidated Operations for the Quarters and the Two
Quarters Ended June 30, 2002 and 2001 ................................................ 2
Condensed Consolidated Balance Sheets at June 30, 2002 and
December 31, 2001 .................................................................... 3
Condensed Statements of Consolidated Cash Flows for the Two Quarters Ended
June 30, 2002 and 2001 ............................................................... 4
Notes to Condensed Unaudited Consolidated Financial Statements ....................... 5-15
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations ........................................................................ 16-24
Item 3 - Quantitative and Qualitative Disclosure of Market Risk ............................... 25
Part II. OTHER INFORMATION:
Item 6. (a) EXHIBITS .......................................................................... 26
Item 6. (b) REPORTS ON FORM 8-K ............................................................... 26
Signature Page ................................................................................ 27
1
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In thousands)
Quarters Ended June 30, Two Quarters Ended June 30,
------------------------- ---------------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Sales .............................................. $ 108,501 $ 128,462 $ 206,715 $ 262,207
Commission income .................................. 330 259 645 665
--------- --------- --------- ---------
Total revenue ................................... 108,831 128,721 207,360 262,872
--------- --------- --------- ---------
Operating costs and expenses:
Cost of sales ................................... 97,835 108,561 185,823 221,576
Selling, general and administrative expenses .... 13,832 13,821 27,270 28,583
Environmental expense recoveries ................ - (282) (3,000) (600)
Restructuring charges, net ...................... 1,361 - 1,361 -
--------- --------- --------- ---------
Total operating costs and expenses .............. 113,028 122,100 211,454 249,559
--------- --------- --------- ---------
Operating (loss) income ......................... (4,197) 6,621 (4,094) 13,313
Other income (expense):
Other income, net ............................... 61 75 118 132
Interest expense, net ........................... (4,523) (4,296) (9,137) (8,430)
--------- --------- --------- ---------
(Loss) income before income tax (benefit)
provision, minority interest and discontinued
operation ..................................... (8,659) 2,400 (13,113) 5,015
Income tax (benefit) provision ..................... (186) 2,718 (2) 4,969
--------- --------- --------- ---------
(Loss) income before minority interest and
discontinued operation ........................ (8,473) (318) (13,111) 46
Minority interest .................................. - (16) 2 52
--------- --------- --------- ---------
(Loss) income from continuing operations ........ (8,473) (334) (13,109) 98
Discontinued operation (Note 6):
Income from discontinued operation (net of tax of
$41 and $86 in the quarter and the two quarters
ended June 30, 2001, respectively) ............ - 112 - 258
Loss on disposition of discontinued operation
(net of tax of nil) ........................... - - (4,713) -
--------- --------- --------- ---------
Income (loss) from discontinued operation ....... - 112 (4,713) 258
--------- --------- --------- ---------
Net (loss) income ............................... (8,473) (222) (17,822) 356
Other comprehensive income (loss):
Foreign currency translation adjustment ......... 3,553 11 2,938 (2,814)
Deferred loss on derivatives, net ............... (119) (126) (74) (192)
--------- --------- --------- ---------
Comprehensive loss .............................. $ (5,039) $ (337) $ (14,958) $ (2,650)
========= ========= ========= =========
See notes to condensed unaudited consolidated financial statements.
2
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31,
2002 2001
---------- ------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents ...................................... $ 23,319 $ 25,904
Accounts receivable, net ....................................... 66,084 62,687
Inventories .................................................... 87,812 87,469
Prepaid expenses and other current assets (including
restricted cash of $1,901 in 2002 - Note 6) .................. 16,817 13,749
--------- ---------
Total current assets ......................................... 194,032 189,809
Goodwill .......................................................... 71,645 86,293
Property, plant and equipment, net ................................ 74,471 67,321
Other assets (including restricted cash of
$1,901 in 2002 - Note 6)...................................... 14,595 11,453
--------- ---------
Total ......................................................... $ 354,743 $ 354,876
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt and current portion of long-term debt .......... $ 6,371 $ 5,714
Accounts payable................................................ 46,547 39,530
Accrued expenses ............................................... 22,554 22,232
Other current liabilities ...................................... 2,311 3,092
--------- ---------
Total current liabilities .................................... 77,783 70,568
--------- ---------
Long-term Liabilities:
Long-term debt ................................................. 162,950 159,623
Accrued pension liabilities .................................... 47,904 42,581
Environmental liabilities, net ................................. 27,918 29,049
Other liabilities .............................................. 1,322 1,297
--------- ---------
Total long-term liabilities .................................. 240,094 232,550
--------- ---------
Total liabilities ............................................ 317,877 303,118
--------- ---------
Minority Interest ................................................. 542 521
--------- ---------
Shareholders' Equity:
Additional paid-in capital ..................................... 101,750 101,705
Accumulated other comprehensive loss ........................... (22,103) (24,967)
Retained deficit ............................................... (43,323) (25,501)
--------- ---------
Total shareholders' equity ................................... 36,324 51,237
--------- ---------
Total ........................................................ $ 354,743 $ 354,876
========= =========
See notes to condensed unaudited consolidated financial statements.
3
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In thousands)
Two Quarters Ended June 30,
---------------------------
2002 2001
---------- --------
Cash Flows from Operating Activities:
Net (loss) income ................................................. $(17,822) $ 356
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Depreciation and amortization .................................. 4,746 7,874
Loss on sale of discontinued operation ......................... 4,713 -
Interest accretion on the Senior Discount Notes ................ 2,366 2,091
Deferred income taxes .......................................... (456) 2,097
Restructuring charges .......................................... 1,361 -
Change in operating assets and liabilities:
Decrease (increase) in trade receivables ...................... 1,739 (9,037)
Decrease (increase) in inventories ............................ 1,728 (10,381)
(Increase) decrease in other current assets ................... (3,922) 2,103
Increase in accounts payable and accrued expenses ............. 2,341 2,274
Environmental payments ........................................ (1,392) (1,069)
Restructuring payments ........................................ (523) (45)
Other assets and liabilities, net ............................. (1,326) (1,947)
-------- --------
Net cash used in operating activities ........................ (6,447) (5,684)
-------- --------
Cash Flows from Investing Activities:
Additions to property, plant and equipment ........................ (10,022) (5,535)
Net proceeds from sale of discontinued operation .................. 13,643 -
Other, net ........................................................ (297) 98
-------- --------
Net cash provided by (used in) investing activities .......... 3,324 (5,437)
-------- --------
Cash Flows from Financing Activities:
(Repayment of) proceeds from long-term debt, net .................. (481) 7,851
Net repayments of short-term debt ................................. (486) (3,085)
-------- --------
Net cash (used in) provided by financing activities .......... (967) 4,766
-------- --------
Effects of exchange rate changes on cash and cash equivalents ..... 1,505 (1,396)
-------- --------
Net decrease in cash and cash equivalents ......................... (2,585) (7,751)
Cash and cash equivalents - beginning of period ................... 25,904 34,008
-------- --------
Cash and cash equivalents - end of period ......................... $ 23,319 $ 26,257
======== ========
See notes to condensed unaudited consolidated financial statements.
4
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed unaudited consolidated financial statements
include the accounts of Metallurg Holdings, Inc. ("Metallurg Holdings") and its
majority-owned subsidiaries (collectively, the "Company"). These financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information pursuant to Accounting Principles
Board Opinion No. 28. Accordingly, these financial statements do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. The condensed consolidated balance
sheet as of December 31, 2001 was derived from audited financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the interim periods presented are not necessarily
indicative of the results to be expected for a full year.
The Company is wholly owned by a group of investors led by and including
Safeguard International Fund, L.P. ("Safeguard International"), an international
private equity fund that invests primarily in equity securities of companies in
process industries.
Metallurg Holdings' balance sheet is comprised primarily of its investment
in Metallurg, Inc. and its 12 3/4% Senior Discount Notes due 2008 (the "Senior
Discount Notes")
For further information, see the financial statements and footnotes
thereto included in the Company's audited consolidated financial statements for
the year ended December 31, 2001.
Certain prior year amounts were reclassified to conform to current year
presentations. See "Note 6. Discontinued Operation".
2. Segments and Related Information
The Company operates in one significant industry segment, the manufacture
and sale of performance-enhancing additives mainly for the metallurgical
industry. The Company is organized around its major production facilities in the
U.S., the U.K., Germany and Brazil, which are supported by an established
worldwide sales network. In addition to its own products, the Company
distributes complementary products manufactured by third parties.
Reportable Segments
Shieldalloy Metallurgical Corporation ("Shieldalloy") - This unit is
comprised of two production facilities in the U.S. The New Jersey plant
currently manufactures and sells alloying tablets for the aluminum industry and
metal powders for the welding industry. In prior periods it also manufactured
aluminum alloy grain refiners and specialty ferroalloys for the superalloy and
steel industries. The Ohio plant manufactures and sells ferrovanadium and
vanadium-based chemicals used mostly in the steel and petrochemical industries.
London & Scandinavian Metallurgical Co Limited and its subsidiaries
(collectively, "LSM") - This unit is comprised mainly of three production
facilities in the U.K. and another in Norway which manufacture and sell aluminum
alloy grain refiners and alloying tablets for the aluminum industry, chromium
metal and specialty ferroalloys for the steel and superalloy industries and
aluminum powder for various metal powder-consuming industries.
GfE Gesellschaft fur Elektrometallurgie mbH and its subsidiaries
(collectively, "GfE") - This unit is comprised of a production facility and a
sales office in Germany. The Nuremberg plant manufactures and sells a wide
variety of specialty products, including vanadium-based chemicals and
sophisticated metals, alloys and powders used in the titanium, superalloy,
electronics, telecommunications, biomedical and optics industries. The
prosthetics company, which was sold in January 2002, produced medical
prostheses, implants and surgical instruments for orthopedic applications. See
"Note 6. Discontinued Operation".
Elektrowerk Weisweiler GmbH ("EWW") - This production unit, also located
in Germany, produces various grades of low carbon ferrochrome used in the
superalloy, welding and steel industries.
5
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
2. Segments and Related Information - (Continued)
Companhia Industrial Fluminense ("CIF") - This unit is comprised mainly of
two production facilities in Brazil. The Sao Joao del Rei plant manufactures and
sells aluminum alloy grain refiners and alloying tablets for the aluminum
industry and metal oxides used in the telecommunications, superalloy and
specialty metal industries. The Nazareno mine extracts and concentrates ores
containing tantalum and niobium that are processed, along with other raw
materials, into metal oxides at the Sao Joao del Rei plant.
In addition to their manufacturing operations, Shieldalloy, LSM and GfE
import and distribute complementary products manufactured by affiliates and
third parties.
Summarized financial information concerning the Company's reportable
segments is shown in the following table (in thousands). Each segment records
direct expenses related to its employees and operations. The "Other" column
includes corporate-related items and results of subsidiaries not meeting the
quantitative thresholds as prescribed by applicable accounting rules for
determining reportable segments. The Company does not allocate general corporate
overhead expenses to operating segments. The accounting policies of the segments
are the same as those of the consolidated group. Transactions among segments are
established based on negotiation among the parties. There have been no material
changes in segment assets from the amounts disclosed in the last annual report,
except as noted in "Note 6. Discontinued Operation".
Intersegment Consolidated
Shieldalloy LSM GfE EWW CIF Other Eliminations Totals
----------- -------- ------- -------- ------- --------- -------------- ------------
Quarter Ended
June 30, 2002
Revenue from external
customers .......... $22,891 $29,013 $15,979 $4,231 $4,653 $32,064 $108,831
Intergroup revenue ... 1,675 10,658 3,040 1,771 3,940 4,197 $(25,281) -
Income tax (benefit)
provision .......... (1,448) (325) 38 (207) (10) 1,766 - (186)
Net (loss) income .... (1,507) (802) (267) (215) 280 (7,859) 1,897 (8,473)
Quarter Ended
June 30, 2001
Revenue from external
customers .......... $25,940 $35,614 $19,808 $3,415 $3,766 $40,178 $128,721
Intergroup revenue ... 1,202 10,408 2,749 7,129 5,792 5,595 $(32,875) -
Income tax provision . 111 559 280 634 313 821 - 2,718
Income from discontinued
operation .......... - - 112 - - - - 112
Net (loss) income .... (360) 927 731 677 1,159 4,941 (8,297) (222)
6
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
2. Segments and Related Information - (Continued)
Intersegment Consolidated
Shieldalloy LSM GfE EWW CIF Other Eliminations Totals
----------- ------- ------- ------- ------- --------- -------------- ------------
Two Quarters Ended
June 30, 2002
Revenue from external
customers ............... $44,597 $54,446 $31,400 $ 8,483 $ 8,461 $ 59,973 $207,360
Intergroup revenue ........ 2,698 19,454 6,269 5,647 8,229 7,231 $(49,528) -
Environmental expense
recoveries .............. (3,000) - - - - - - (3,000)
Income tax (benefit)
provision ............... (1,697) (591) 60 (117) 47 2,296 - (2)
Gain (loss) on
disposition of
discontinued operation .. - - 10,076 - - (14,789) - (4,713)
Net (loss) income ......... (1,735) (1,602) 9,047 (95) 549 (6,011) (17,975) (17,822)
Two Quarters Ended
June 30, 2001
Revenue from external
customers ............... $51,105 $70,807 $41,843 $ 6,847 $ 7,861 $ 84,409 $262,872
Intergroup revenue ........ 2,512 19,325 6,506 13,885 11,877 11,402 $(65,507) -
Environmental expense
recoveries .............. (600) - - - - - - (600)
Income tax (benefit)
provision ............... (314) 706 785 1,339 501 1,952 - 4,969
Income from discontinued
operation ............... - - 258 - - - - 258
Net (loss) income ......... (1,115) 1,316 1,546 2,178 2,429 11,054 (17,052) 356
3. Inventories
Inventories consist of the following (in thousands):
June 30, December 31,
2002 2001
--------- ------------
Raw materials ................ $16,457 $19,783
Work in process .............. 4,083 4,018
Finished goods ............... 63,965 60,635
Other ........................ 3,307 3,033
------- -------
Total .................... $87,812 $87,469
======= =======
4. Contingent Liabilities
The Company defends, from time to time, various claims and legal actions
arising in the normal course of business, including those relating to
environmental matters. Management believes, based on the advice of counsel, that
the outcome of such matters will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.
There can be no assurance, however, that future litigation or proceedings will
not result in an adverse judgment against the Company that could have a material
adverse effect on the Company's future results of operations or cash flows.
7
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
5. Environmental Expense Recoveries
Shieldalloy realized environmental expense recoveries of $3,000,000 and
$600,000 in 2002 and 2001, respectively, upon receipt of settlements with
insurance companies relating to coverage for certain environmental claims.
6. Discontinued Operation
On January 1, 2002, GfE completed the sale of its prosthetics company in
Morsdorf, Germany and recorded a loss of $4,713,000, after the allocation of
$14,789,000 of goodwill. In connection with the sale, GfE was required to
deposit cash to collateralize certain bank guarantees. Deposits of DM 7,500,000
($3,802,000) relating to guarantees, of which half expires in September 2002 and
the balance in September 2003, are recorded as restricted cash at June 30, 2002.
These deposits are excluded from cash and cash equivalents in the Company's
consolidated balance sheet.
Summary financial information for the prosthetics company is presented
below (in thousands):
December 31,
2001
------------
Accounts receivable, net ........................... $ 669
Inventories ........................................ 2,406
Prepaid expenses and other current assets .......... 196
Property, plant and equipment, net ................. 1,496
Accounts and loans payable ......................... 2,855
Other liabilities .................................. 810
Shareholder's equity ............................... 1,102
Year Ended
December 31,
2001
------------
Total revenue ...................................... $7,812
Net income ......................................... 624
The consolidated statement of operations and the related notes for the
quarter and the two quarters ended June 30, 2001 have been restated, where
applicable, to reflect the discontinued operation. Cash provided by operating
activities for the prosthetics company was $72,000 in the two quarters ended
June 30, 2001.
7. Restructuring
During the second quarter of 2002, the Company initiated a restructuring
program intended to reduce the cost structure at Metallurg, Inc., Shieldalloy
and LSM. The restructuring plan includes the discontinuation of certain
production activities, the termination of employees and the write-down of
redundant plant and equipment. As a result of the restructuring and other cost
reduction activities, the Company currently expects to generate cost savings of
approximately $7 million annually in future periods. Details of the
restructuring charge are as follows (in thousands):
Utilized Balance at
Original ------------------- June 30,
Accrual Cash Non-cash 2002
-------- ---- -------- -------
Severance and other employee costs ......... $1,395 $435 $960
Write-down of plant and equipment .......... 103 - $103 -
------ ---- ---- ----
Total ................................ $1,498 $435 $103 $960
====== ==== ==== ====
8
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
7. Restructuring - (Continued)
Metallurg, Inc.'s restructuring charge of $875,000 was for severance costs
of three corporate executives who were terminated at the end of the second
quarter of 2002. Under the terms of their employment and severance agreements,
the severance will be paid over a period of up to 18 months. None of this amount
was paid as of June 30, 2002.
LSM's restructuring charge of $350,000 was for severance costs of 11
production employees who were terminated during the second quarter. The entire
amount was paid during the second quarter.
SMC's restructuring charge of $273,000 included $170,000 for severance
costs of 16 production employees and six administrative employees who were
notified of termination during the second quarter. The remaining $103,000 was
for the write-down of property and equipment no longer used in operations.
Twenty-one employees were terminated, and severance payments of $85,000 were
made, by June 30, 2002.
The restructuring charge of $1,361,000 in the second quarter of 2002 is
net of the reversal of the remaining balance of $137,000 on an earlier accrual
following the completion of a restructuring program at EWW.
8. Earnings Per Share
Earnings per share is not presented since Metallurg Holdings is wholly
owned by a group of private investors led by and including Safeguard
International.
9. Goodwill and Other Intangible Assets
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets",
which addresses the accounting and reporting of acquired goodwill and other
intangible assets. SFAS No. 142 eliminates the amortization of goodwill and
requires an evaluation of potential goodwill impairment on adoption and annually
thereafter, as well as on occasions when circumstances indicate a possible
impairment. The Company has completed its assessment of the impact of adopting
the impairment provision of the standard and has concluded there is currently no
impairment of goodwill.
Goodwill amortization was $5,302,000 in the year ended December 31, 2001.
The effect of goodwill amortization on net income was as follows (in thousands):
Quarters Ended June 30, Two Quarters Ended June 30,
---------------------- ---------------------------
2002 2001 2002 2001
--------- --------- --------- -----------
Net (loss) income, as reported ......... $(8,473) $ (222) $(17,822) $ 356
Goodwill amortization .................. - 1,326 - 2,652
------- ------ -------- ------
Adjusted net (loss) income .......... $(8,473) $1,104 $(17,822) $3,008
======= ====== ======== ======
The annual amortization of intangible assets subject to amortization for
the next five years is estimated to be approximately $138,000, $40,000, $9,000,
$9,000 and $9,000.
9
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
9. Goodwill and Other Intangible Assets - (Continued)
The gross carrying values and the accumulated amortization of goodwill and
other amortizable intangible assets are as follows (in thousands):
June 30, 2002 December 31, 2001
----------------------------- -----------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Value Amortization Value Amortization
------------ --------------- ----------- -----------------
Goodwill ........................................ $86,407 $14,762 $104,130 $17,837
Other amortizable intangible assets ............. 480 227 364 151
------- ------- -------- -------
Total ...................................... $86,887 $14,989 $104,494 $17,988
======= ======= ======== =======
The decrease in goodwill from December 31, 2001 to June 30, 2002 is due
primarily to the sale of GfE's prosthetics company. See "Note 6. Discontinued
Operation".
10. Borrowings
LSM has four revolving term loan facilities with Barclays Bank plc
("Barclays") and HSBC Bank plc ("HSBC") that provide for borrowings up to
'L'12.0 million ($18.4 million), all of which were outstanding at June 30,
2002. Interest is currently charged at a rate per annum of LIBOR plus 0.75% -
0.95%. Two of the facilities expire during the second quarter of 2004 while the
other two expire during the second quarter of 2006. These term loan facilities
are unsecured and require LSM to comply with various covenants, including the
maintenance of minimum net worth and interest coverage.
Following a decline in operating results, LSM obtained a waiver from
Barclays regarding the required minimum interest coverage ratio covenant for the
period ended December 31, 2001. In the second quarter of 2002, LSM amended its
loan agreement with Barclays, which deferred the measurement date of the
required minimum interest coverage ratio covenant from June to July. In August
2002, the agreement was further amended to modify this covenant and other terms.
Compliance with the amended interest coverage ratio covenant will next be
measured at December 31, 2002 and will be based on the results for the six
months ended December 31, 2002. As a result of the amendments, interest on the
two revolving term loan facilities will be charged at a rate per annum of LIBOR
plus 1.75%. Also as a result of the amendments, LSM's overdraft facility with
Barclays will be reduced by 'L'1.0 million ($1.5 million).
11. Recent Accounting Pronouncements
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
was issued. This statement covers all legally enforceable obligations associated
with the retirement of tangible long-lived assets and provides the accounting
and reporting requirements for such obligations. SFAS No. 143 is effective on
January 1, 2003. Management has not yet determined the impact, if any, that the
adoption of SFAS No. 143 will have on the Company's consolidated financial
statements.
In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets" was issued. This statement supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" and related literature and establishes a single accounting
model, based on the framework established in SFAS No. 121, for long-lived assets
to be disposed of by sale, but it retains the fundamental provisions of SFAS No.
121 for the recognition of the impairment of long-lived assets to be held and
used. SFAS No. 144 was effective for the Company on January 1, 2002. While the
adoption of SFAS No. 144 did not have a material impact on the Company's
consolidated financial statements, it requires that GfE's prosthetics company be
reflected as a discontinued operation upon its disposal. See "Note 6.
Discontinued Operation".
10
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
11. Recent Accounting Pronouncements - (Continued)
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections" was issued.
SFAS No. 145, in rescinding SFAS No. 4, requires that only unusual or infrequent
gains and losses from extinguishment of debt be classified as extraordinary
items, consistent with Accounting Principles Board Opinion No. 30. The Company
will adopt SFAS No. 145 on January 1, 2003. The adoption is not expected to have
a material effect on the Company's financial statements.
In June 2002, SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" was issued. This statement requires the recording of costs
associated with exit or disposal activities at their fair values only once a
liability exists. Under previous guidance, certain exit costs were accrued when
management committed to an exit plan, which may have been before an actual
liability arose. SFAS No. 146 is effective for exit or disposal activities
initiated after December 31, 2002. The Company does not believe the adoption of
SFAS No. 146 will have a material impact on its consolidated financial
statements.
11
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
12. Supplemental Guarantor Information
In November 1997, Metallurg, Inc. issued $100 million principal amount of
its 11% Senior Notes due 2007 (the "Senior Notes"). Under the terms of the
Senior Notes, Shieldalloy, Metallurg Holdings Corporation, Metallurg Services,
Inc., Metallurg International Resources, LLC and MIR (China), Inc.
(collectively, the "Guarantors"), wholly owned subsidiaries of Metallurg, Inc.,
have fully and unconditionally guaranteed on a joint and several basis
Metallurg, Inc.'s obligations to pay principal, premium and interest relative to
the Senior Notes. Management has determined that separate, full financial
statements of the Guarantors would not be material to potential investors and,
accordingly, such financial statements are not provided. Supplemental financial
information of the Guarantors is presented below.
Metallurg, Inc. and its Consolidated Subsidiaries
Condensed Consolidating Statement of Operations (Unaudited)
Quarter Ended June 30, 2002
(In thousands)
Combined Combined
Metallurg, Guarantor Non-Guarantor
Inc. Subsidiaries Subsidiaries Eliminations Consolidated
----------- ------------ ------------- ------------ ------------
Total revenue ............................ $30,327 $91,218 $(12,714) $108,831
------- ------- -------- --------
Operating costs and expenses:
Cost of sales ......................... 30,142 80,999 (13,306) 97,835
Selling, general and administrative ... 2,580 9,895 - 13,802
expenses ............................ $ 1,327
Restructuring charges, net ............ 875 273 213 - 1,361
------- ------- ------- -------- --------
Total operating costs and expenses .... 2,202 32,995 91,107 (13,306) 112,998
------- ------- ------- -------- --------
Operating (loss) income ............... (2,202) (2,668) 111 592 (4,167)
Other income (expense):
Other income, net ..................... - - 61 - 61
Interest (expense) income, net ........ (2,679) 393 (1,016) - (3,302)
Equity in earnings of subsidiaries .... (1,106) (141) (58) 1,305 -
------- ------- ------- -------- --------
Loss before income tax provision
(benefit) and minority interest ..... (5,987) (2,416) (902) 1,897 (7,408)
Income tax provision (benefit) ........... 1,233 (1,212) (209) - (188)
------- ------- ------- -------- --------
Loss before minority interest ......... (7,220) (1,204) (693) 1,897 (7,220)
Minority interest ........................ - - - - -
------- ------- ------- -------- --------
Net loss .............................. (7,220) (1,204) (693) 1,897 (7,220)
Other comprehensive income (loss):
Foreign currency translation adjustment 3,553 3,482 6,524 (10,006) 3,553
Deferred loss on derivatives, net ..... (119) (118) (228) 346 (119)
------- ------- ------- -------- --------
Comprehensive (loss) income ........... $(3,786) $ 2,160 $ 5,603 $ (7,763) $ (3,786)
======= ======= ======= ======== ========
12
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
12. Supplemental Guarantor Information - (Continued)
Metallurg, Inc. and its Consolidated Subsidiaries
Condensed Consolidating Statement of Operations (Unaudited)
Two Quarters Ended June 30, 2002
(In thousands)
Combined Combined
Metallurg, Guarantor Non-Guarantor
Inc. Subsidiaries Subsidiaries Eliminations Consolidated
----------- ------------ ------------- ------------ ------------
Total revenue ............................... $58,018 $175,707 $(26,365) $207,360
------- -------- -------- --------
Operating costs and expenses:
Cost of sales ............................ 57,072 156,501 (27,750) 185,823
Selling, general and administrative
expenses ............................... $ 2,738 5,898 18,581 - 27,217
Environmental expense recoveries ......... - (3,000) - - (3,000)
Restructuring charges, net ............... 875 273 213 - 1,361
------- ------- -------- -------- --------
Total operating costs and expenses ....... 3,613 60,243 175,295 (27,750) 211,401
------- ------- -------- -------- --------
Operating (loss) income .................. (3,613) (2,225) 412 1,385 (4,041)
Other income (expense):
Other income, net ........................ - - 118 - 118
Interest (expense) income, net ........... (5,419) 843 (2,134) - (6,710)
Equity in earnings of subsidiaries ....... 9,555 9,805 - (19,360) -
------- ------- -------- -------- --------
Income (loss) before income tax
provision (benefit), minority interest
and discontinued operation ............ 523 8,423 (1,604) (17,975) (10,633)
Income tax provision (benefit) .............. 1,073 (991) (87) - (5)
------- ------- -------- -------- --------
(Loss) income before minority interest and
discontinued operation ................. (550) 9,414 (1,517) (17,975) (10,628)
Minority interest ........................... - - 2 - 2
------- ------- -------- -------- --------
(Loss) income from continuing operations.. (550) 9,414 (1,515) (17,975) (10,626)
Discontinued operation ...................... - - 10,076 - 10,076
------- ------- -------- -------- --------
Net (loss) income ........................ (550) 9,414 8,561 (17,975) (550)
Other comprehensive income (loss):
Foreign currency translation adjustment .. 2,938 2,881 5,381 (8,262) 2,938
Deferred loss on derivatives, net ........ (74) (74) (150) 224 (74)
------- ------- -------- -------- --------
Comprehensive income ..................... $ 2,314 $12,221 $ 13,792 $(26,013) $ 2,314
======= ======= ======== ======== ========
13
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
12. Supplemental Guarantor Information - (Continued)
Metallurg, Inc. and its Consolidated Subsidiaries
Condensed Consolidating Balance Sheet (Unaudited)
June 30, 2002
(In thousands)
Combined Combined
Metallurg, Guarantor Non-Guarantor
Inc. Subsidiaries Subsidiaries Eliminations Consolidated
----------- ------------ ------------- ------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents ............... $ 16,683 $ 226 $ 15,780 $ (9,372) $ 23,317
Accounts and loans receivable, net ...... 28,423 18,318 65,217 (45,874) 66,084
Inventories ............................. - 28,640 61,001 (1,829) 87,812
Prepaid expenses and other current
assets ................................ 250 5,982 14,641 (4,189) 16,684
-------- -------- -------- --------- --------
Total current assets ............. 45,356 53,166 156,639 (61,264) 193,897
Investments - intergroup ................ 82,365 17,328 51,502 (151,195) -
Property, plant and equipment, net ...... 672 22,247 51,552 - 74,471
Other assets ............................ 6,346 59,250 58,154 (107,361) 16,389
-------- -------- -------- --------- --------
Total ............................ $134,739 $151,991 $317,847 $(319,820) $284,757
======== ======== ======== ========= ========
LIABILITIES AND
SHAREHOLDER'S EQUITY
Current Liabilities:
Short-term debt and current portion of
long-term debt ..................... $ 15,743 $ (9,372) $ 6,371
Accounts and loans payable ........... $ 3,340 $ 38,483 50,629 (45,874) 46,578
Accrued expenses ..................... 2,223 7,411 12,863 - 22,497
Other current liabilities ............ 3,367 822 2,303 (4,189) 2,303
-------- -------- -------- --------- --------
Total current liabilities ........ 8,930 46,716 81,538 (59,435) 77,749
-------- -------- -------- --------- --------
Long-term Liabilities:
Long-term debt ....................... 100,000 - 23,465 - 123,465
Accrued pension liabilities .......... 2,076 323 45,505 - 47,904
Environmental liabilities, net ....... - 25,569 2,349 - 27,918
Other liabilities .................... 17,876 - 43,974 (60,528) 1,322
-------- -------- -------- --------- --------
Total long-term liabilities ...... 119,952 25,892 115,293 (60,528) 200,609
-------- -------- -------- --------- --------
Total liabilities ................ 128,882 72,608 196,831 (119,963) 278,358
-------- -------- -------- --------- --------
Minority Interest ....................... - - 542 - 542
-------- -------- -------- --------- --------
Shareholder's Equity:
Common stock ......................... 50 1,227 120,935 (122,162) 50
Due from parent company .............. (19,714) - - - (19,714)
Additional paid-in capital ........... 50,574 104,945 8,090 (113,035) 50,574
Accumulated other comprehensive loss . (22,506) (18,782) (10,940) 29,722 (22,506)
Retained (deficit) earnings .......... (2,547) (8,007) 2,389 5,618 (2,547)
-------- -------- -------- --------- --------
Total shareholder's equity ....... 5,857 79,383 120,474 (199,857) 5,857
-------- -------- -------- --------- --------
Total ............................ $134,739 $151,991 $317,847 $(319,820) $284,757
======== ======== ======== ========= ========
14
METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
12. Supplemental Guarantor Information - (Continued)
Metallurg, Inc. and its Consolidated Subsidiaries
Condensed Consolidating Statement of Cash Flows (Unaudited)
Two Quarters Ended June 30, 2002
(In thousands)
Combined Combined
Metallurg, Guarantor Non-Guarantor
Inc. Subsidiaries Subsidiaries Eliminations Consolidated
----------- ------------ ------------- ------------ ------------
Cash Flows from Operating Activities ......... $(9,465) $ 3,026 $ 75 $ (6,364)
------- ------- -------- --------
Cash Flows from Investing Activities:
Additions to property, plant and
equipment ............................... (13) (4,280) (5,729) (10,022)
Net proceeds from sale of discontinued
operation ............................... - - 13,643 13,643
Other, net ................................ 40 - (337) (297)
------- ------- -------- --------
Net cash provided by (used in)
investing activities ............... 27 (4,280) 7,577 3,324
------- ------- -------- --------
Cash Flows from Financing Activities:
Intergroup borrowings (repayments) ........ 4,396 207 (4,603) -
Net repayment of long-term debt ........... - - (481) (481)
Net repayment of short-term debt .......... - - (2,740) $ 2,254 (486)
Dividends received (paid) ................. 3,204 - (3,204) - -
------- ------- -------- -------- --------
Net cash provided by (used in)
financing activities ............... 7,600 207 (11,028) 2,254 (967)
------- ------- -------- -------- --------
Effects of exchange rate changes on cash
and cash equivalents ...................... - - 1,505 - 1,505
------- ------- -------- -------- --------
Net decrease in cash and cash equivalents
(1,838) (1,047) (1,871) 2,254 (2,502)
Cash and cash equivalents -
beginning of period ....................... 18,521 1,273 17,651 (11,626) 25,819
------- ------- -------- -------- --------
Cash and cash equivalents -
end of period ............................. $16,683 $ 226 $ 15,780 $ (9,372) $ 23,317
======= ======= ======== ======== ========
15
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
Certain matters discussed under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in this Form 10-Q may
constitute forward-looking statements for purposes of Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance and achievements of the Company to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. Factors which may cause the Company's results to be
materially different include the cyclical nature of the Company's customers, its
dependence on foreign customers, the impact of changes in foreign exchange rates
and foreign trade regulations on the Company's competitive standing, the
economic strength of the Company's markets generally and particularly the
strength of the demand for aluminum, superalloys, titanium alloys, iron and
steel in those markets, the accuracy of the Company's estimates of the costs of
environmental remediation and the extension or expiration of existing
anti-dumping duties.
Overview
Metallurg Holdings was formed on June 10, 1998 and is wholly owned by a
group of investors led by and including Safeguard International, an
international private equity fund that invests primarily in equity securities of
companies in process industries
The Company is a leading international producer and seller of high-quality
specialty metals, alloys and metallic chemicals, which are essential to the
production of high-performance aluminum and titanium alloys, superalloys, steel
and certain non-metallic materials for various applications in the aerospace,
power supply, automotive, petrochemical processing and telecommunications
industries.
Western world* primary aluminum consumption fell by over 6% in 2001 which
caused a more pronounced weakening of demand for the Company's products as the
year progressed. The downward trend continued in the first quarter of 2002, but
there has been a slight increase in demand as the second quarter progressed.
Over the past year the Company has rationalized its aluminum master alloy and
grain refiner production to concentrate on its lowest cost melting, casting and
finishing facilities in the U.K., Norway and Brazil.
The aerospace sector saw its fortunes drop sharply after September 11th
last year, and since then it has grappled with the difficult financial situation
of much of the airline industry. This year has also seen the cancellation of
many land-based turbine power generation projects in the U.S. These market
developments led the producers of super alloys and titanium alloys to cut their
production rates very sharply, particularly in the U.S., and thus reduce
similarly their demand for the Company's chromium and niobium products and
alloys for the titanium industry. Sales of our materials in the smaller European
market have held up substantially better.
The U.S. steel industry operated at low production levels throughout most
of 2001 and into 2002 but, with the imposition of protective duties in March
2002, production rates increased significantly. Thus we have seen demand and
pricing for our U.S. ferrovanadium production improve a little over the second
quarter from what were historically very low levels. Steel production in the
rest of the world largely continued on a fairly steady path allowing improved
sales of ferrotitanium and normal grade low carbon ferrochrome.
Although market price and demand for tantalum declined in 2001, the
Company had continued to benefit in the first quarter of 2002 from fixed price
sales contracts that had been negotiated in late 2000 when prices were much
higher. Demand and consumption of tantalum has been extremely weak in 2002, and
this has resulted in much lower prices for the Company's tantalum products in
the second quarter.
The Company is currently completing investments in new facilities in the
U.S., the U.K. and Brazil aimed at reducing the cost of raw materials and
expanding capacity for the production of specialty grade products; in addition,
further significant cost reduction programs have been initiated and partly
implemented in the second quarter, and will continue during the remainder of the
year. The benefits of these investments and cost saving initiatives are expected
to improve operating results as 2002 progresses.
* Defined as the world, excluding the Commonwealth of Independent States (CIS),
Eastern Europe and China.
16
Results of Operations - The Quarter Ended June 30, 2002 Compared to the Quarter
Ended June 30, 2001
The Company operates in one significant industry segment, the manufacture
and sale of performance-enhancing additives mainly for the metallurgical
industry. The Company is organized around its major production facilities in the
U.S., the U.K., Germany and Brazil, which are supported by an established
worldwide sales network. In addition to its own products, the Company
distributes products manufactured by third parties. This is a natural complement
to the Company's manufacturing operations and leverages its global sales staff
by providing a broader product offering to existing customers without incurring
significant additional overhead.
Summarized financial information concerning the Company's reportable
segments is shown in the following table (in thousands). Each segment records
direct expenses related to its employees and operations. The "Other" column
includes corporate-related items and results of subsidiaries not meeting the
quantitative thresholds as prescribed by applicable accounting rules for
determining reportable segments. The Company does not allocate general corporate
overhead expenses to operating segments. The accounting policies of the segments
are the same as those of the consolidated group. Transactions among segments are
established based on negotiation among the parties. There have been no material
changes in segment assets from the amounts disclosed in the last annual report,
except as disclosed in "Note 6. Discontinued Operation" to the Company's
consolidated financial statements.
Intersegment Consolidated
Shieldalloy LSM GfE EWW CIF Other Eliminations Totals
------------ -------- --------- -------- ------- ------- ------------ ------------
Quarter Ended
June 30, 2002
Total revenue ............ $24,566 $39,671 $19,019 $ 6,002 $8,593 $36,261 $(25,281) $108,831
Gross profit ............. (249) 3,177 3,156 (158) 865 3,613 592 10,996
SG&A ..................... 2,332 3,606 3,386 431 438 3,639 - 13,832
Restructuring charges, net 273 350 - (137) - 875 - 1,361
Operating (loss) income .. (2,854) (779) (230) (452) 427 (901) 592 (4,197)
Interest (expense)
income, net ........... (101) (356) (11) 30 (157) (3,928) - (4,523)
Income tax (benefit)
provision ............. (1,448) (325) 38 (207) (10) 1,766 - (186)
Net (loss) income ........ (1,507) (802) (267) (215) 280 (7,859) 1,897 (8,473)
Quarter Ended
June 30, 2001
Total revenue ............ $27,142 $46,022 $22,557 $10,544 $9,558 $45,773 $(32,875) $128,721
Gross profit ............. 1,755 4,642 4,052 1,726 2,107 6,483 (605) 20,160
SG&A ..................... 2,092 2,598 2,955 451 464 5,615 (354) 13,821
Operating (loss) income .. (225) 1,878 1,097 1,275 1,643 1,201 (248) 6,621
Interest (expense)
income, net ........... (24) (404) (206) 36 (171) (3,527) - (4,296)
Income tax provision ..... 111 559 280 634 313 821 - 2,718
Income from
discontinued operation - - 112 - - - - 112
Net (loss) income ........ (360) 927 731 677 1,159 4,941 (8,297) (222)
17
Total Revenue
Consolidated total revenue decreased by $19.9 million (15%) in the second
quarter of 2002 as compared to the second quarter of 2001. Shieldalloy revenue
was $2.6 million (9%) below the second quarter of 2001, due primarily to
decreased sales volume of chrome products. LSM revenue was $6.4 million (14%)
below the second quarter of 2001, due primarily to decreased sales volume and
selling prices of aluminum products and chromium metal. GfE revenue was $3.5
million (16%) below the second quarter of 2001, due primarily to decreased sales
volume and selling prices of specialty coating materials and vanadium products.
EWW revenue was $4.5 million (43%) below the second quarter of 2001, due to
decreased sales volume of ferrochrome. EWW's 2001 sales also included one-time
sales of tantalum-containing products. CIF revenue was $1.0 million (10%) below
the second quarter of 2001, due primarily to decreased selling prices of
tantalum products partly offset by increased sales volume of aluminum products.
Decreased revenue from distribution activities included in "Other" above was
primarily the result of decreased volume and selling prices of
tantalum-containing products.
Gross Profit
Gross profit decreased to $11.0 million (10.1% of total revenue) in the
quarter ended June 30, 2002 from $20.2 million (15.7% of total revenue) in the
quarter ended June 30, 2001, a decrease of $9.2 million (45%). Shieldalloy gross
profit was $2.0 million (114%) below the second quarter of 2001, due primarily
to decreased sales volume of ferrochrome and decreased selling prices of
aluminum products. LSM gross profit was $1.5 million (32%) below the second
quarter of 2001, due primarily to decreased sales volume and selling prices of
aluminum products and chromium metal. GfE gross profit was $0.9 million (22%)
below the second quarter of 2001, due primarily to decreased sales volume and
selling prices of specialty coating materials and vanadium products. EWW gross
profit was $1.9 million (109%) below the second quarter of 2001, due primarily
to decreased sales volume of ferrochrome. CIF gross profit was $1.2 million
(59%) below the second quarter of 2001, due primarily to decreased selling
prices of tantalum products. Decreased gross profit from distribution activities
included in "Other" above was primarily the result of decreased volume and
selling prices of tantalum-containing products.
Selling, General and Administrative Expenses ("SG&A")
SG&A was $13.8 million in both the quarter ended June 30, 2002 and the
quarter ended June 30, 2001. For the quarter ended June 30, 2002, SG&A
represented 12.7% of total revenue compared to 10.7% for the quarter ended June
30, 2001. The quarter ended June 30, 2002 included an increase in pension
expense at LSM. The quarter ended June 30, 2001 included $1.3 million of
goodwill amortization. Goodwill amortization ceased in 2002 following the
adoption of SFAS No. 142 on January 1, 2002.
Restructuring Charges, Net
During the second quarter of 2002, the Company initiated a restructuring
program intended to reduce the cost structure at Metallurg, Inc., Shieldalloy
and LSM. The restructuring plan includes the discontinuation of certain
production activities, the termination of employees and the write-down of
redundant plant and equipment. As a result of the restructuring and other cost
reduction activities, the Company currently expects to generate cost savings of
approximately $7 million annually in future periods. Details of the
restructuring charge are as follows (in thousands):
Utilized Balance at
Original ------------------- June 30,
Accrual Cash Non-cash 2002
-------- ---- -------- ----------
Severance and other employee costs .......... $1,395 $435 $960
Write-down of plant and equipment ........... 103 - $103 -
------ ---- ---- ----
Total ................................. $1,498 $435 $103 $960
====== ==== ==== ====
Metallurg, Inc.'s restructuring charge of $875,000 was for severance costs
of three corporate executives who were terminated at the end of the second
quarter of 2002. Under the terms of their employment and severance agreements,
the severance will be paid over a period of up to 18 months. None of this amount
was paid as of June 30, 2002.
LSM's restructuring charge of $350,000 was for severance costs of 11
production employees who were terminated during the second quarter. The entire
amount was paid during the second quarter.
SMC's restructuring charge of $273,000 included $170,000 for severance
costs of 16 production employees and six administrative employees who were
notified of termination during the second quarter. The remaining $103,000 was
for the
18
write-down of property and equipment no longer used in operations. Twenty-one
employees were terminated, and severance payments of $85,000 were made, by June
30, 2002.
The restructuring charge of $1,361,000 in the second quarter of 2002 is
net of the reversal of the remaining balance of $137,000 on an earlier accrual
following the completion of a restructuring program at EWW.
See "Note 7. Restructuring" to the Company's Consolidated Financial
Statements.
Operating Income
There was an operating loss of $4.2 million in the quarter ended June 30,
2002 compared to operating income of $6.6 million in the quarter ended June 30,
2001, due primarily to the decrease in gross profit and the restructuring,
discussed above. In addition, Shieldalloy recognized an environmental expense
recovery of $0.3 million in the quarter ended June 30, 2001 upon settlements
with insurance companies relating to coverage for certain environmental claims.
Interest Expense, Net
Interest expense, net, is as follows (in thousands):
Quarters Ended June 30,
-------------------------
2002 2001
-------- --------
Interest income ................... $ 282 $ 489
Interest expense .................. (4,805) (4,785)
------- -------
Interest expense, net .......... $(4,523) $(4,296)
======= =======
Interest expense includes interest on Metallurg Holdings' Senior Discount
Notes of $1.2 million and $1.0 million in 2002 and 2001, respectively, and on
Metallurg, Inc.'s Senior Notes of $2.8 million in both 2002 and 2001.
Income Tax (Benefit) Provision, Net
Income tax (benefit) provision, net, is as follows (in thousands):
Quarters Ended June 30,
-------------------------
2002 2001
-------- --------
Total current ......................... $ 200 $1,607
Total deferred ........................ (386) 1,111
----- ------
Income tax (benefit) provision, net $(186) $2,718
===== ======
The difference between the statutory federal income tax rate and the
Company's effective rate for the quarter ended June 30, 2002 is principally due
to losses in certain jurisdictions for which the related deferred tax was offset
by a valuation allowance.
Net (Loss) Income
Net loss was $8.5 million in the quarter ended June 30, 2002 compared to
$0.2 million for the quarter ended June 30, 2001. The loss is due primarily to
the decrease in operating income discussed above.
19
Results of Operations - The Two Quarters Ended June 30, 2002 Compared to the Two
Quarters Ended June 30, 2001
Intersegment Consolidated
Shieldalloy LSM GfE EWW CIF Other Eliminations Totals
------------ -------- ------- ------- ------- -------- ------------ ------------
Two Quarters Ended
June 30, 2002
Total revenue ............. $47,295 $73,900 $37,669 $14,130 $16,690 $ 67,204 $(49,528) $207,360
Gross profit .............. (634) 5,321 5,533 429 1,773 7,730 1,385 21,537
SG&A ...................... 5,362 6,497 6,391 856 889 7,275 - 27,270
Environmental expense
recoveries ............. (3,000) - - - - - - (3,000)
Restructuring charges, net 273 350 - (137) - 875 - 1,361
Operating (loss) income ... (3,269) (1,526) (858) (290) 884 (420) 1,385 (4,094)
Interest (expense)
income, net ............ (163) (707) (134) 78 (288) (7,923) - (9,137)
Income tax (benefit)
provision .............. (1,697) (591) 60 (117) 47 2,296 - (2)
Gain (loss) on disposition
of discontinued
operation .............. - - 10,076 - - (14,789) - (4,713)
Net (loss) income ......... (1,735) (1,602) 9,047 (95) 549 (6,011) (17,975) (17,822)
Two Quarters Ended
June 30, 2001
Total revenue ............. $53,617 $90,132 $48,349 $20,732 $19,738 $ 95,811 $(65,507) $262,872
Gross profit .............. 2,772 8,398 8,586 4,426 4,197 14,259 (1,342) 41,296
SG&A ...................... 4,437 5,362 6,084 1,007 930 11,103 (340) 28,583
Environmental expense
recoveries ............. (600) - - - - - - (600)
Operating (loss) income ... (1,405) 2,695 2,502 3,419 3,267 3,820 (985) 13,313
Interest (expense)
income, net ............ (24) (751) (479) 98 (337) (6,937) - (8,430)
Income tax (benefit)
provision .............. (314) 706 785 1,339 501 1,952 - 4,969
Income from discontinued
operation .............. - - 258 - - - - 258
Net (loss) income ......... (1,115) 1,316 1,546 2,178 2,429 11,054 (17,052) 356
Total Revenue
Consolidated total revenue decreased by $55.5 million (21%) in the first
two quarters of 2002 as compared to the first two quarters of 2001. Shieldalloy
revenue was $6.3 million (12%) below the first two quarters of 2001, due
primarily to decreased sales volume and selling prices of vanadium and chrome
products. LSM revenue was $16.2 million (18%) below the first two quarters of
2001, due primarily to decreased sales volume and selling prices of aluminum
products, chromium metal and ferrotitanium. GfE revenue was $10.7 million (22%)
below the first two quarters of 2001, due primarily to decreased sales volume
and selling prices of specialty coating materials and alloys for the titanium
industry. EWW revenue was $6.6 million (32%) below the first two quarters of
2001, due to decreased sales volume and prices of ferrochrome. EWW's 2001 sales
also included one-time sales of tantalum-containing products. CIF revenue was
$3.0 million (15%) below the first two quarters of 2001, due primarily to
decreased selling prices of tantalum products partly offset by increased sales
volumes of aluminum products. Decreased revenue from distribution activities
included in "Other" above was primarily the result of decreased volume and
selling prices of tantalum-containing products.
Gross Profit
Gross profit decreased to $21.5 million (10.4% of total revenue) in the
two quarters ended June 30, 2002 from $41.3 million (15.7% of total revenue) in
the two quarters ended June 30, 2001, a decrease of $19.8 million (48%).
Shieldalloy gross profit was $3.4 million (123%) below the first two quarters of
2001, due primarily to decreased sales volume and selling
20
prices of vanadium and chrome products. LSM gross profit was $3.1 million (37%)
below the first two quarters of 2001, due primarily to decreased sales volume
and selling prices of aluminum products and chromium metal. GfE gross profit was
$3.1 million (36%) below the first two quarters of 2001, due primarily to
decreased sales volume and selling prices of specialty coating materials and
alloys for the titanium industry. EWW gross profit was $4.0 million (90%) below
the first two quarters of 2001, due primarily to decreased sales volume of
ferrochrome, but the 2001 gross profit also included one-time sales of
tantalum-containing products. CIF gross profit was $2.4 million (58%) below the
first two quarters of 2001, due primarily to decreased selling prices of
tantalum products. Decreased gross profit from distribution activities included
in "Other" above was primarily the result of decreased volume and selling prices
of tantalum-containing products.
Selling, General and Administrative Expenses
SG&A decreased to $27.3 million in the two quarters ended June 30, 2002
from $28.6 million in the two quarters ended June 30, 2001, a decrease of $1.3
million (5%). For the two quarters ended June 30, 2002, SG&A represented 13.2%
of total revenue compared to 10.9% for the two quarters ended June 30, 2001. The
two quarters ended June 30, 2002 included an increase in pension expense at LSM
and bad debt expense resulting from bankruptcy filings by three customers. The
two quarters ended June 30, 2001 included $2.7 million of goodwill amortization.
Goodwill amortization ceased in 2002 following the adoption of SFAS No. 142 on
January 1, 2002.
Restructuring Charges, Net
During the second quarter of 2002, the Company initiated a restructuring
program intended to reduce the cost structure at Metallurg, Inc., Shieldalloy
and LSM. The restructuring plan includes the discontinuation of certain
production activities, the termination of employees and the write-down of
redundant plant and equipment. As a result of the restructuring and other cost
reduction activities, the Company currently expects to generate cost savings of
approximately $7 million annually in future periods. See "Note 7. Restructuring"
to the Company's Consolidated Financial Statements and "Restructuring Charges,
Net" in "Results of Operations - The Quarter Ended June 30, 2002 Compared to the
Quarter Ended June 30, 2001".
Operating Income
There was an operating loss of $4.1 million in the two quarters ended June
30, 2002 compared to an operating income of $13.3 million in the two quarters
ended June 30, 2001, due primarily to the decrease in gross profit and the
restructuring, discussed above. In addition, Shieldalloy recognized an
environmental expense recovery of $3.0 million and $0.6 million in the two
quarters ended June 30, 2002 and 2001, respectively, upon settlements with
insurance companies relating to coverage for certain environmental claims.
Interest Expense, Net
Interest expense, net, is as follows (in thousands):
Two Quarters Ended June 30,
---------------------------
2002 2001
------------- ----------
Interest income .................. $ 594 $ 1,039
Interest expense ................. (9,731) (9,469)
------- -------
Interest expense, net ......... $(9,137) $(8,430)
======= =======
Interest expense includes interest on Metallurg Holdings' Senior Discount
Notes of $2.4 million and $2.1 million in 2002 and 2001, respectively, and on
Metallurg, Inc.'s Senior Notes of $5.5 million in both 2002 and 2001.
21
Income Tax (Benefit) Provision, Net
Income tax (benefit) provision, net, is as follows (in thousands):
Two Quarters Ended June 30,
---------------------------
2002 2001
------------- ----------
Total current............................ $ 454 $2,872
Total deferred........................... (456) 2,097
----- ------
Income tax (benefit) provision, net... $ (2) $4,969
===== ======
The difference between the statutory federal income tax rate and the
Company's effective rate for the two quarters ended June 30, 2002 is principally
due to: (i) the absence of a tax benefit on the loss on the sale of GfE's
prosthetics company in January 2002; and (ii) losses in certain jurisdictions
which the related deferred tax was offset by a valuation allowance.
Net (Loss) Income
Net loss was $17.8 million in the two quarters ended June 30, 2002
compared to net income of $0.4 million for the two quarters ended June 30, 2001.
In addition to the decrease in 2002 operating income, discussed above, the
Company recorded a net loss of $4.7 million, after the allocation of $14.8
million of goodwill, on the sale of GfE's prosthetics company in January 2002.
Liquidity and Financial Resources
General
The Company's sources of liquidity include cash and cash equivalents, cash
from operations and amounts available under credit facilities. At June 30, 2002,
the Company had $23.3 million in cash and cash equivalents and working capital
of $116.2 million as compared to $25.9 million and $119.2 million, respectively,
at December 31, 2001.
Cash Flows from Operating Activities - Net cash used in operating
activities was $6.4 million for the two quarters ended June 30, 2002, compared
to $5.7 million in the two quarters ended June 30, 2001. In 2002, a net loss,
adjusted for the loss on the sale of GfE's prosthetics company and depreciation
and other non-cash items, was partly offset by a decrease in working capital. In
2001, net income, adjusted for depreciation, amortization and other non-cash
items, was more than offset by cash used to fund increases in working capital
items.
Cash Flows from Investing Activities - Net cash provided by investing
activities was $3.3 million for the two quarters ended June 30, 2002, compared
to cash used in investing activities of $5.4 million for the two quarters ended
June 30, 2001. The 2002 cash flows included the receipt of $13.6 million in net
proceeds upon the sale of GfE's prosthetics company in January 2002. In
addition, cash flows for capital expenditures totaled $10.0 million in 2002
compared to $5.5 million in 2001.
Cash Flows from Financing Activities - Net cash used in financing
activities was $1.0 million for the two quarters ended June 30, 2002, compared
to cash provided by financing activities of $4.8 million in the two quarters
ended June 30, 2001. Cash flows in 2001 reflect primarily long-term borrowings
by LSM for financing of its working capital.
Credit Facilities and Other Financing Arrangements
The Company has a credit facility with certain financial institutions led
by Fleet National Bank as agent (the "Revolving Credit Facility") which provides
Metallurg, Inc., Shieldalloy and certain of their subsidiaries (the "Borrowers")
with up to $50.0 million of financing resources. Interest is charged at a rate
per annum equal to (i) LIBOR plus 2.0% - 2.5% or (ii) Prime, plus up to 1%,
based on the performance of Metallurg, Inc. and certain of its subsidiaries (the
"North American Group" as defined in the Revolving Credit Facility). The
Revolving Credit Facility permits borrowings of up to $50.0 million for working
capital requirements and general corporate purposes, up to $35.0 million of
which may be used for letters of credit. The Revolving Credit Facility prohibits
Metallurg, Inc. from making dividends prior to 2004 and requires the Borrowers
and certain subsidiaries to comply with various covenants, including the
maintenance of minimum liquidity, as defined in the agreement, at a $10.0
million level. Liquidity, as defined, was $13.1 million at June 30, 2002. The
total amount the Borrowers may borrow at any time is limited to a borrowing base
calculation that is based on eligible accounts receivable, inventory and certain
fixed assets. At June 30, 2002, there were no borrowings under this facility;
however,
22
outstanding letters of credit totaled $21.3 million. The Borrowers had unused
borrowing capacity of $5.3 million under this facility.
LSM has overdraft facilities with Barclays Bank plc ("Barclays") and HSBC
Bank plc ("HSBC") that currently provide LSM with up to 'L'8.5 million
($13.0 million) of borrowings, up to 'L'43.3 million ($66.3 million) of
foreign exchange contracts and options and 'L'4.0 million ($6.1 million) for
other ancillary banking arrangements, including bank guarantees. Borrowings
under these facilities are unsecured and payable on demand. Outstanding loans
under these facilities currently bear interest at a rate of 1.0% over the
lender's base rate. At June 30, 2002, there were no amounts outstanding under
these overdraft facilities.
LSM also has four revolving term loan facilities with Barclays and HSBC
that provide for borrowings up to 'L'12.0 million ($18.4 million), all of
which were outstanding at June 30, 2002. Interest is currently charged at a rate
per annum of LIBOR plus 0.75% - 0.95%. Two of the facilities expire during the
second quarter of 2004 while the other two expire during the second quarter of
2006. These term loan facilities are unsecured and require LSM to comply with
various covenants, including the maintenance of minimum net worth and interest
coverage.
Following a decline in operating results, LSM obtained a waiver from
Barclays regarding the required minimum interest coverage ratio covenant for the
period ended December 31, 2001. In the second quarter of 2002, LSM amended its
loan agreement with Barclays, which deferred the measurement date of the
required minimum interest coverage ratio covenant from June to July. In August
2002 the agreement was further amended to modify this covenant and other terms.
Compliance with the amended interest coverage ratio covenant will next be
measured at December 31, 2002 and will be based on the results for the six
months ended December 31, 2002. As a result of the amendments, interest on the
two revolving term loan facilities will be charged at a rate per annum of LIBOR
plus 1.75%. Also, the overdraft facility will be reduced by 'L'1.0 million
($1.5 million).
LSM obtained a similar waiver from HSBC for the period ended December 31,
2001. The next measurement date on these facilities is December 31, 2002. LSM
does not anticipate the need for a waiver at this date but believes that it
would, if required, be able to obtain a similar waiver, though no assurance of
obtaining such a waiver can be given. The terms of the overdraft and term loan
facilities with HSBC remain unchanged.
Several of the Company's other foreign subsidiaries have term loans and
credit facility arrangements with local banking institutions to provide funds
for working capital, capital expenditures and general corporate purposes. These
local credit facilities contain restrictions that vary from company to company.
At June 30, 2002, these facilities totaled $13.3 million, of which $5.3 million
of loans were outstanding.
The Company believes that existing cash balances and these sources are
sufficient to fund the current and anticipated future requirements of working
capital, capital expenditures, pension benefits, potential acquisitions and
environmental expenditures for the next twelve months.
Other
The funded status of the Company's pension plans continues to be impacted
by decreases in the plans' asset values due to continuing declines in equity
markets in 2002. Management continues to monitor these developments as further
declines in the funded status of these plans may impact future pension expense
and funding requirements.
Capital Expenditures
The Company invested $10.0 million in capital expenditures during the
first two quarters of 2002. Capital expenditures are expected to total
approximately $16 million in 2002. Although the Company has projected these
items for the year ended December 31, 2002, the Company has not committed
purchases to vendors for all of these projects, as some projects remain
contingent on final approvals and other conditions and the actual timing of
expenditures may extend into 2003. The Company believes that these projects will
be funded through existing and future internally generated cash and credit
lines.
Environmental Remediation Costs
Losses associated with environmental remediation obligations are accrued
when such losses are deemed probable and reasonably estimable. Such accruals
generally are recognized no later than the completion of the remedial
feasibility study
23
and are adjusted as further information develops or circumstances change. Costs
of future expenditures for environmental remediation obligations are not
discounted to their present value. During the first two quarters of 2002, the
Company expended $1.4 million for environmental remediation.
In 1997, Shieldalloy entered into settlement agreements with various
environmental regulatory authorities with regard to all of the significant
environmental remediation liabilities of which it is aware. Pursuant to these
agreements, Shieldalloy has agreed to perform environmental remediation that, as
of June 30, 2002, had an accrual of $29.7 million for the remaining estimated
cost of completion. Of this amount, $2.8 million is expected to be expended in
the last two quarters of 2002, $5.0 million in 2003 and $3.4 million in 2004. In
addition, the Company estimates it will make expenditures of $2.6 million with
respect to environmental remediation at its foreign facilities through 2004.
These amounts have been accrued for in prior years and are reflected in the
Company's balance sheet.
While its remediation obligations and other environmental costs, in the
aggregate, will reduce its liquidity, the Company believes its cash balances,
cash from operations and cash available under its credit facilities are
sufficient to fund its current and anticipated future requirements for
environmental expenditures.
24
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
Refer to the Market Risk section of Management's Discussion and Analysis
of Financial Condition and Results of Operations included in the Company's
annual report on Form 10-K for the year ended December 31, 2001, which is
incorporated by reference herein.
25
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
None
(b) REPORTS ON FORM 8-K
None
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on August 13, 2002 on its
behalf by the undersigned thereunto duly authorized.
METALLURG HOLDINGS, INC.
By: /s/ Arthur R. Spector
----------------------------
Arthur R. Spector
Executive Vice President
(Principal Financial Officer and
Principal Accounting Officer)
27
STATEMENT OF DIFFERENCES
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The British pound sterling sign shall be expressed as ..................... 'L'