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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 September 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, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1661467
(State of organization) (I.R.S. Employer Identification No.)
6 East 43rd Street (212) 835-0200
New York, New York 10017 (Registrant's telephone number,
(Address of principal executive offices) including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares of common stock, $0.01 par value, issued and
outstanding as of November 13, 2002 was 5,000,000.
METALLURG, 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 Three
Quarters Ended September 30, 2002 and 2001......................................................2
Condensed Consolidated Balance Sheets at September 30, 2002 and
December 31, 2001...............................................................................3
Condensed Statements of Consolidated Cash Flows for the Three Quarters Ended
September 30, 2002 and 2001.....................................................................4
Notes to Condensed Unaudited Consolidated Financial Statements...............................5-14
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations...............................................................................15-23
Item 3 - Quantitative and Qualitative Disclosure of Market Risk.........................................24
Item 4 - Controls and Procedures........................................................................25
Part II. OTHER INFORMATION:
Item 6.(a) EXHIBITS.....................................................................................26
Item 6.(b) REPORTS ON FORM 8-K..........................................................................26
Signature Page..........................................................................................27
Officers' Certifications.............................................................................28-29
1
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In thousands)
Quarters Ended Three Quarters Ended
September 30, September 30,
----------------------- -------------------------
2002 2001 2002 2001
-------- -------- -------- --------
Sales .............................................. $108,254 $112,032 $314,969 $374,239
Commission income .................................. 325 203 970 868
-------- -------- -------- --------
Total revenue ................................... 108,579 112,235 315,939 375,107
-------- -------- -------- --------
Operating costs and expenses:
Cost of sales ................................... 96,082 96,913 281,905 318,489
Selling, general and administrative expenses .... 12,551 12,094 39,768 38,043
Environmental expense recoveries ................ - - (3,000) (600)
Restructuring charges, net ...................... 990 - 2,351 -
-------- -------- -------- --------
Total operating costs and expenses .............. 109,623 109,007 321,024 355,932
-------- -------- -------- --------
Operating (loss) income ......................... (1,044) 3,228 (5,085) 19,175
Other income (expense):
Other income, net ............................... 63 42 181 174
Interest expense, net ........................... (3,538) (3,361) (10,248) (9,647)
-------- -------- -------- --------
(Loss) income before income tax provision
(benefit), minority interest and discontinued
operation...................................... (4,519) (91) (15,152) 9,702
Income tax provision (benefit) ..................... 611 (81) 606 4,886
-------- -------- -------- --------
(Loss) income before minority interest and
discontinued operation ........................ (5,130) (10) (15,758) 4,816
Minority interest .................................. (48) (15) (46) 37
-------- -------- -------- --------
(Loss) income from continuing operations ........ (5,178) (25) (15,804) 4,853
Discontinued operation (Note 6):
Income from discontinued operation (net of tax of
$32 and $118 in the quarter and the three
quarters ended September 30, 2001,
respectively) ................................. - 115 - 373
Gain on disposition of discontinued operation
(net of tax of nil) ........................... - - 10,076 -
-------- -------- -------- --------
Income from discontinued operation .............. - 115 10,076 373
-------- -------- -------- --------
Net (loss) income ............................... (5,178) 90 (5,728) 5,226
Other comprehensive income (loss):
Foreign currency translation adjustment ......... 710 1,319 3,648 (1,495)
Deferred (loss) gain on derivatives, net ........ (214) 116 (288) (76)
-------- -------- -------- --------
Comprehensive (loss) income ..................... $ (4,682) $ 1,525 $ (2,368) $ 3,655
======== ======== ======== ========
See notes to condensed unaudited consolidated financial statements.
2
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
2002 2001
------------- ------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents ........................................................... $ 28,304 $ 25,819
Accounts receivable, net ............................................................ 60,703 62,711
Inventories.......................................................................... 83,658 87,469
Prepaid expenses and other current assets ........................................... 13,694 13,565
-------- --------
Total current assets .............................................................. 186,359 189,564
Property, plant and equipment, net ..................................................... 77,943 67,321
Other assets (including restricted cash of $1,929 in 2002 - Note 6)..................... 16,351 13,042
-------- --------
Total ............................................................................. $280,653 $269,927
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Short-term debt and current portion of long-term debt ............................... $ 5,102 $ 5,714
Accounts payable .................................................................... 47,666 39,554
Accrued expenses .................................................................... 23,702 22,117
Other current liabilities ........................................................... 2,423 3,092
-------- --------
Total current liabilities ......................................................... 78,893 70,477
-------- --------
Long-term Liabilities:
Long-term debt ................................................................... 123,773 122,504
Accrued pension liabilities ...................................................... 48,013 42,581
Environmental liabilities, net ................................................... 26,846 29,049
Other liabilities ................................................................ 1,379 1,297
-------- --------
Total long-term liabilities .................................................... 200,011 195,431
-------- --------
Total liabilities .............................................................. 278,904 265,908
-------- --------
Minority Interest ...................................................................... 568 521
-------- --------
Shareholder's Equity:
Common stock ..................................................................... 50 50
Due from parent company .......................................................... (19,714) (19,714)
Additional paid-in capital ....................................................... 50,580 50,529
Accumulated other comprehensive loss ............................................. (22,010) (25,370)
Retained deficit ................................................................. (7,725) (1,997)
-------- --------
Total shareholder's equity ..................................................... 1,181 3,498
-------- --------
Total .......................................................................... $280,653 $269,927
======== ========
See notes to condensed unaudited consolidated financial statements.
3
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In thousands)
Three Quarters Ended
September 30,
-------------------------------
2002 2001
---------- ----------
Cash Flows from Operating Activities:
Net (loss) income .......................................................... $ (5,728) $ 5,226
Adjustments to reconcile net (loss) income to net cash provided by operating
activities:
Depreciation and amortization ........................................... 7,235 7,899
Gain on sale of discontinued operation .................................. (10,076) -
Deferred income taxes ................................................... (384) 2,351
Restructuring charges, net .............................................. 2,351 -
Change in operating assets and liabilities:
Decrease in accounts receivable ........................................ 7,134 1,900
Decrease (increase) in inventories ..................................... 5,834 (13,824)
(Increase) decrease in other current assets ............................ (422) 457
Increase in accounts payable and accrued expenses ...................... 3,575 5,240
Environmental payments ................................................. (2,277) (1,376)
Restructuring payments ................................................. (1,522) (48)
Other assets and liabilities, net ...................................... (1,005) (2,676)
-------- --------
Net cash provided by operating activities ............................ 4,715 5,149
-------- --------
Cash Flows from Investing Activities:
Additions to property, plant and equipment ................................. (15,302) (11,872)
Net proceeds from sale of discontinued operation ........................... 13,643 -
Other, net ................................................................. (222) (995)
-------- --------
Net cash used in investing activities ................................ (1,881) (12,867)
-------- --------
Cash Flows from Financing Activities:
(Repayment of) proceeds from long-term debt ................................ (609) 7,549
Net repayments of short-term debt .......................................... (1,656) (4,057)
-------- --------
Net cash (used in) provided by financing activities .................. (2,265) 3,492
-------- --------
Effects of exchange rate changes on cash and cash equivalents .............. 1,916 (514)
-------- --------
Net increase (decrease) in cash and cash equivalents ....................... 2,485 (4,740)
Cash and cash equivalents - beginning of period ............................ 25,819 33,402
-------- --------
Cash and cash equivalents - end of period .................................. $ 28,304 $ 28,662
======== ========
See notes to condensed unaudited consolidated financial statements.
4
METALLURG, 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, Inc. and its majority-owned subsidiaries
(collectively, "Metallurg"). 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.
Metallurg is a wholly owned subsidiary of Metallurg Holdings, Inc.
("Metallurg Holdings") since the acquisition date of July 13, 1998. The
financial statements do not reflect the pushdown of purchase accounting
adjustments recorded by Metallurg Holdings.
For further information, see the financial statements and footnotes
thereto included in Metallurg'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
Metallurg operates in one significant industry segment, the manufacture
and sale of performance-enhancing additives mainly for the metallurgical
industry. Metallurg 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, Metallurg 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, 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 Metallurg'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. Metallurg 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
September 30, 2002
Revenue from external
customers............... $20,799 $33,948 $14,370 $3,987 $4,000 $31,475 $108,579
Intergroup revenue........ 1,524 10,735 2,938 3,486 4,416 2,220 $(25,319) -
Income tax (benefit)
provision............... (1,369) 110 35 (195) - 2,030 - 611
Net (loss) income......... (369) 175 (940) (399) 497 (2,419) (1,723) (5,178)
Quarter Ended
September 30, 2001
Revenue from external
customers............... $24,815 $32,500 $14,203 $3,559 $3,806 $33,352 $112,235
Intergroup revenue........ 995 12,515 2,131 4,796 6,826 4,404 $(31,667) -
Income tax (benefit)
provision............... (323) (157) 185 (34) 734 (486) - (81)
Income from
discontinued operation.. - - 115 - - - - 115
Net (loss) income......... (581) (557) (524) 17 937 3,421 (2,623) 90
6
METALLURG, 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
----------- -------- ------- ------- ------- -------- ------------ ------------
Three Quarters Ended
September 30, 2002
Revenue from external
customers............... $65,396 $ 88,394 $45,770 $12,470 $12,461 $ 91,448 $315,939
Intergroup revenue........ 4,222 30,189 9,207 9,133 12,645 9,451 $(74,847) -
Environmental expense
recoveries.............. (3,000) - - - - - - (3,000)
Income tax (benefit)
provision............... (3,066) (481) 95 (312) 47 4,323 - 606
Gain on disposition of
discontinued operation . - - 10,076 - - - - 10,076
Net (loss) income......... (2,104) (1,427) 8,107 (494) 1,046 8,842 (19,698) (5,728)
Three Quarters Ended
September 30, 2001
Revenue from external
customers............... $75,920 $103,307 $56,046 $10,406 $11,667 $117,761 $375,107
Intergroup revenue........ 3,507 31,840 8,637 18,681 18,703 15,806 $(97,174) -
Environmental expense
recoveries.............. (600) - - - - - - (600)
Income tax (benefit)
provision............... (637) 549 970 1,305 1,235 1,464 - 4,886
Income from discontinued
operation............... - - 373 - - - - 373
Net (loss) income......... (1,696) 759 1,022 2,195 3,366 19,255 (19,675) 5,226
3. Inventories
Inventories consist of the following (in thousands):
September 30, December 31,
2002 2001
------------- ------------
Raw materials..................... $16,443 $19,783
Work in process................... 4,177 4,018
Finished goods.................... 59,993 60,635
Other............................. 3,045 3,033
------- -------
Total........................ $83,658 $87,469
======= =======
7
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
4. Contingent Liabilities
Metallurg 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
Metallurg'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 Metallurg that could have a material
adverse effect on Metallurg's future results of operations or cash flows.
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 gain of $10,076,000. In connection with the
sale, GfE was required to deposit cash to collateralize certain bank guarantees.
Deposits of DM 3,750,000 ($1,929,000), relating to guarantees which expire in
September 2003, are held in investments that mature in November 2003 and are
recorded as restricted cash in the balance sheet at September 30, 2002. These
deposits are excluded from cash and cash equivalents in Metallurg'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 three quarters ended September 30, 2001 have been restated,
where applicable, to reflect the discontinued operation. Cash provided by
operating activities for the prosthetics company was $191,000 in the three
quarters ended September 30, 2001.
8
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
7. Restructuring
During the second and third quarters of 2002, Metallurg carried out a
restructuring program intended to reduce the cost structure at corporate
headquarters, 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, Metallurg currently expects
to generate cost savings of approximately $8 million annually in future periods.
Details of the restructuring charge are as follows (in thousands):
Utilized Balance at
Original ----------------------- September 30,
Charge Cash Non-cash 2002
-------- ------- -------- -------------
Severance and other employee costs.............. $2,385 $1,406 $979
Write-down of plant and equipment............... 103 - $103 -
------ ------ ---- ----
Total..................................... $2,488 $1,406 $103 $979
====== ====== ==== ====
At corporate headquarters, Metallurg, Inc.'s restructuring charge of
$875,000 in the second quarter 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. Of this amount, $224,000 was paid as of
September 30, 2002. In the third quarter, a further charge of $214,000 was
incurred for severance costs of five administrative employees. None of this
amount had been paid as of September 30, 2002.
In the second quarter, SMC's restructuring charge of $273,000 included
$170,000 for severance costs of 16 production employees and six administrative
employees, of which $154,000 had been paid by September 30, 2002. Twenty-one
employees were terminated in the second quarter and one in the third quarter.
The remaining $103,000 was for the write-down of property and equipment no
longer used in operations. During the third quarter, an additional charge of
$98,000 was incurred for the termination of one executive. None of this amount
had been paid as of September 30, 2002.
In the second quarter, LSM expensed, and paid in full, a restructuring
charge of 'L'242,000 ($350,000) for severance costs of 11 production
employees who were terminated during the second quarter. In the third quarter,
LSM expensed, and paid in full, a restructuring charge of 'L'452,000
($678,000) for severance costs of seven production employees and 11
administrative employees who were terminated during the third quarter.
The restructuring charge of $2,351,000 in the three quarters ended
September 30, 2002 is net of the reversal of a prior year accrual balance of
$137,000 following the completion of a restructuring program at EWW in 2002.
8. Earnings Per Share
Earnings per share is not presented since Metallurg, Inc. is a wholly
owned subsidiary of Metallurg Holdings.
9. 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'12,000,000 ($18,823,000), all of which were outstanding at September 30,
2002. Interest is currently charged at a rate per annum of LIBOR plus 0.8% -
1.75%. 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.
9
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
9. Borrowings - (Continued)
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 August 2002, the agreement was 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 amendment, the annual interest rate on the two revolving term loan
facilities was increased to LIBOR plus 1.75%. Also as a result of the amendment,
LSM's overdraft facility with Barclays was reduced by 'L'1,000,000
($1,569,000).
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.
10. Recent Accounting Pronouncements
Effective January 1, 2002, Metallurg 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. The adoption of SFAS No. 142 did not have a material effect
on Metallurg's financial statements. The financial statements do not reflect the
pushdown of purchase accounting adjustments, including goodwill, recorded by
Metallurg Holdings.
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. Metallurg does not believe the adoption
of SFAS No. 143 will have a material impact on its 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 Metallurg on January
1, 2002. While the adoption of SFAS No. 144 did not have a material impact on
Metallurg'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".
In light of recent operating results, Metallurg will be completing an
assessment of the recoverability of long-lived assets as required under SFAS No.
144 during the fourth quarter of 2002. This assessment could result in the
recognition of long-lived asset impairments.
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. Metallurg does not believe the adoption of
SFAS No. 146 will have a material impact on its consolidated financial
statements.
10
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
11. 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.
Condensed Consolidating Statement of Operations (Unaudited)
Quarter Ended September 30, 2002
(In thousands)
Combined Combined
Metallurg, Guarantor Non-Guarantor
Inc. Subsidiaries Subsidiaries Eliminations Consolidated
---------- ------------ ------------- ------------ ------------
Total revenue ............................ $25,366 $95,221 $(12,008) $108,579
------- ------- -------- --------
Operating costs and expenses:
Cost of sales ......................... 24,607 84,098 (12,623) 96,082
Selling, general and administrative
expenses ............................ $ 1,228 2,368 8,955 - 12,551
Restructuring charges, net ............ 214 98 678 - 990
------- ------- ------- -------- --------
Total operating costs and expenses .... 1,442 27,073 93,731 (12,623) 109,623
------- ------- ------- -------- --------
Operating (loss) income ............... (1,442) (1,707) 1,490 615 (1,044)
Other income (expense):
Other income, net ..................... - - 63 - 63
Interest (expense) income, net ........ (2,697) 409 (1,250) - (3,538)
Equity in earnings of subsidiaries .... 482 498 1,358 (2,338) -
------- ------- ------- -------- --------
(Loss) income before income tax
provision (benefit) and minority
interest............................. (3,657) (800) 1,661 (1,723) (4,519)
Income tax provision (benefit) ........... 1,521 (1,208) 298 - 611
------- ------- ------- -------- --------
(Loss) income before minority interest (5,178) 408 1,363 (1,723) (5,130)
Minority interest ........................ - - (48) - (48)
------- ------- ------- -------- --------
Net (loss) income ..................... (5,178) 408 1,315 (1,723) (5,178)
Other comprehensive income (loss):
Foreign currency translation
adjustment .......................... 710 713 1,489 (2,202) 710
Deferred loss on derivatives, net ..... (214) (214) (429) 643 (214)
------- ------- ------- -------- --------
Comprehensive (loss) income ........... $(4,682) $ 907 $ 2,375 $ (3,282) $ (4,682)
======= ======= ======= ======== ========
11
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
11. Supplemental Guarantor Information - (Continued)
Condensed Consolidating Statement of Operations (Unaudited)
Three Quarters Ended September 30, 2002
(In thousands)
Combined Combined
Metallurg, Guarantor Non-Guarantor
Inc. Subsidiaries Subsidiaries Eliminations Consolidated
---------- ------------ ------------- ------------ ------------
Total revenue ............................. $83,384 $270,928 $(38,373) $315,939
------- -------- -------- --------
Operating costs and expenses:
Cost of sales .......................... 81,679 240,599 (40,373) 281,905
Selling, general and administrative
expenses ............................. $ 3,966 8,266 27,536 - 39,768
Environmental expense recoveries ....... - (3,000) - - (3,000)
Restructuring charges, net ............. 1,089 371 891 - 2,351
------- ------- -------- -------- --------
Total operating costs and expenses ..... 5,055 87,316 269,026 (40,373) 321,024
------- ------- -------- -------- --------
Operating (loss) income ................ (5,055) (3,932) 1,902 2,000 (5,085)
Other income (expense):
Other income, net ...................... - - 181 - 181
Interest (expense) income, net ......... (8,116) 1,252 (3,384) - (10,248)
Equity in earnings of subsidiaries ..... 10,037 10,303 1,358 (21,698) -
------- ------- -------- -------- --------
(Loss) income before income tax
provision (benefit) and minority
interest.............................. (3,134) 7,623 57 (19,698) (15,152)
Income tax provision (benefit) ............ 2,594 (2,199) 211 - 606
------- ------- -------- -------- --------
(Loss) income before minority interest
and discontinued operation............ (5,728) 9,822 (154) (19,698) (15,758)
Minority interest ......................... - - (46) - (46)
------- ------- -------- -------- --------
(Loss) income from continuing
operations ........................... (5,728) 9,822 (200) (19,698) (15,804)
Discontinued operation .................... - - 10,076 - 10,076
------- ------- -------- -------- --------
Net (loss) income ...................... (5,728) 9,822 9,876 (19,698) (5,728)
Other comprehensive income (loss):
Foreign currency translation adjustment 3,648 3,594 6,870 (10,464) 3,648
Deferred loss on derivatives, net ...... (288) (288) (579) 867 (288)
------- ------- -------- -------- --------
Comprehensive (loss) income ............ $(2,368) $13,128 $ 16,167 $(29,295) $ (2,368)
======= ======= ======== ======== ========
12
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
11. Supplemental Guarantor Information - (Continued)
Condensed Consolidating Balance Sheet (Unaudited)
September 30, 2002
(In thousands)
Combined Combined
Metallurg, Guarantor Non-Guarantor
Inc. Subsidiaries Subsidiaries Eliminations Consolidated
---------- ------------ ------------- ------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents ............ $ 15,789 $ 114 $ 20,671 $ (8,270) $ 28,304
Accounts and loans receivable, net ... 28,835 19,647 60,888 (48,667) 60,703
Inventories .......................... - 24,928 59,944 (1,214) 83,658
Prepaid expenses and other current
assets ............................. 865 7,212 11,627 (6,010) 13,694
-------- -------- -------- --------- --------
Total current assets ............. 45,489 51,901 153,130 (64,161) 186,359
Investments - intergroup ................ 83,074 18,331 53,424 (154,829) -
Property, plant and equipment, net ...... 616 22,600 54,727 - 77,943
Other assets ............................ 5,988 59,240 58,320 (107,197) 16,351
-------- -------- -------- --------- --------
Total ............................ $135,167 $152,072 $319,601 $(326,187) $280,653
======== ======== ======== ========= ========
LIABILITIES AND
SHAREHOLDER'S EQUITY
Current Liabilities:
Short-term debt and current portion of
long-term debt ..................... $ 13,372 $ (8,270) $ 5,102
Accounts and loans payable ........... $ 3,928 $ 38,225 54,180 (48,667) 47,666
Accrued expenses ..................... 5,009 8,045 10,648 - 23,702
Other current liabilities ............ 5,028 982 2,423 (6,010) 2,423
-------- -------- -------- --------- --------
Total current liabilities ........ 13,965 47,252 80,623 (62,947) 78,893
-------- -------- -------- --------- --------
Long-term Liabilities:
Long-term debt ....................... 100,000 - 23,773 - 123,773
Accrued pension liabilities .......... 2,145 289 45,579 - 48,013
Environmental liabilities, net ....... - 24,510 2,336 - 26,846
Other liabilities .................... 17,876 - 43,867 (60,364) 1,379
-------- -------- -------- --------- -------
Total long-term liabilities ...... 120,021 24,799 115,555 (60,364) 200,011
-------- -------- -------- --------- --------
Total liabilities ................ 133,986 72,051 196,178 (123,311) 278,904
-------- -------- -------- --------- --------
Minority Interest ....................... - - 568 - 568
-------- -------- -------- --------- --------
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 ........... 50,580 104,945 8,090 (113,035) 50,580
Accumulated other comprehensive
loss ............................... (22,010) (18,283) (9,880) 28,163 (22,010)
Retained (deficit) earnings .......... (7,725) (7,868) 3,710 4,158 (7,725)
-------- -------- -------- --------- --------
Total shareholder's equity ....... 1,181 80,021 122,855 (202,876) 1,181
-------- -------- -------- --------- --------
Total ............................ $135,167 $152,072 $319,601 $(326,187) $280,653
======== ======== ======== ========= ========
13
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS - (Continued)
11. Supplemental Guarantor Information - (Continued)
Condensed Consolidating Statement of Cash Flows (Unaudited)
Three Quarters Ended September 30, 2002
(In thousands)
Combined Combined
Metallurg, Guarantor Non-Guarantor
Inc. Subsidiaries Subsidiaries Eliminations Consolidated
---------- ------------ ------------- ------------ ------------
Cash Flows from Operating Activities .... $(10,906) $ 5,120 $ 10,501 $ 4,715
-------- ------- -------- --------
Cash Flows from Investing Activities:
Additions to property, plant and
equipment .......................... (13) (5,070) (10,219) (15,302)
Net proceeds from sale of discontinued
operation .......................... - - 13,643 13,643
Other, net ........................... 62 - (284) (222)
-------- ------- -------- --------
Net cash provided by (used in)
investing activities .......... 49 (5,070) 3,140 (1,881)
-------- ------- -------- --------
Cash Flows from Financing Activities:
Intergroup borrowings (repayments) ... 4,921 (1,209) (3,712) -
Net repayment of long-term debt ...... - - (609) (609)
Net repayment of short-term debt ..... - - (5,012) $ 3,356 (1,656)
Dividends received (paid) ............ 3,204 - (3,204) - -
-------- ------- -------- --------- --------
Net cash provided by (used in)
financing activities........... 8,125 (1,209) (12,537) 3,356 (2,265)
-------- ------- -------- --------- --------
Effects of exchange rate changes on cash
and cash equivalents ................. - - 1,916 - 1,916
-------- ------- -------- --------- --------
Net decrease (increase) in cash and cash
equivalents .......................... (2,732) (1,159) 3,020 3,356 2,485
Cash and cash equivalents -
beginning of period ................. 18,521 1,273 17,651 (11,626) 25,819
-------- ------- -------- --------- --------
Cash and cash equivalents -
end of period ....................... $ 15,789 $ 114 $ 20,671 $ (8,270) $ 28,304
======== ======= ======== ========= ========
14
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 Metallurg to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. Factors which may cause Metallurg's results to be
materially different include the cyclical nature of Metallurg's business,
Metallurg's dependence on foreign customers, the impact of changes in foreign
exchange rates and foreign trade regulations on Metallurg's competitive
standing, the economic strength of Metallurg's markets generally and
particularly the strength of the demand for aluminum, superalloys, titanium
alloys, iron and steel in those markets, the accuracy of Metallurg's estimates
of the costs of environmental remediation and the extension or expiration of
existing anti-dumping duties.
Overview
Metallurg 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. The industries that Metallurg supplies are cyclical.
Western world* primary aluminum consumption fell by over 6% in 2001 and
the downward trend continued in the first quarter of 2002. The demand for
Metallurg's products for the aluminum industry fell commensurately. In the
second and third quarters of 2002, the trend reversed and the stronger demand
for Metallurg's products seen in the second quarter continued into the third
quarter. However, further improvement in aluminum industry product volumes is
not expected until 2003. Over the past year, Metallurg 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 been affected by 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 superalloys and titanium alloys
to cut their production rates very sharply, particularly in the U.S., and thus
reduce similarly their demand for Metallurg's chromium and niobium products and
alloys for the titanium industry. We have sustained sales volumes of our
chromium products by increasing sales of lower margin grades to non-superalloy
users, but at the expense of reduced prices and margins.
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. In the second quarter, we thus
saw demand and pricing for our U.S. ferrovanadium production improve somewhat.
In the third quarter, prices continued to strengthen but volumes fell slightly
due to summer shutdowns; SMC's ferrovanadium plant operated for only two months
during the third quarter. Steel production in the rest of the world was
reasonably steady allowing further improvement in sales of ferrotitanium and
normal grade low carbon ferrochrome. There are, however, signs of activity
levels dropping somewhat, especially in Europe.
Although market price and demand for tantalum declined in 2001, Metallurg
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 at their peak.
Demand and consumption of tantalum has been extremely weak in 2002, and this has
resulted in much lower volumes and prices for Metallurg's tantalum products as
the year has progressed.
* Defined as the world, excluding the Commonwealth of Independent States (CIS),
Eastern Europe and China.
15
Metallurg has completed capital investments in the U.K. and is completing
investments in the U.S. and Brazil aimed at reducing the cost of raw materials
and expanding capacity for the production of certain specialty grade products.
In Germany there is on-going investment to raise capacity, output and sales of
various coatings and other specialty materials. Significant cost reduction
programs were initiated in the second quarter. These programs progressed during
the third quarter and will continue. The investments and cost saving measures
have already begun to improve operating results though the full benefits will
come in 2003.
Results of Operations - The Quarter Ended September 30, 2002 Compared to the
Quarter Ended September 30, 2001
Metallurg operates in one significant industry segment, the manufacture
and sale of performance-enhancing additives mainly for the metallurgical
industry. Metallurg 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, Metallurg distributes
products manufactured by third parties. This is a natural complement to
Metallurg'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 Metallurg'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. Metallurg 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 Metallurg's
Consolidated Financial Statements.
Intersegment Consolidated
Shieldalloy LSM GfE EWW CIF Other Eliminations Totals
----------- --------- ---------- ---------- --------- --------- ------------- ---------------
Quarter Ended
September 30, 2002
Total revenue.............. $22,323 $44,683 $17,308 $7,473 $8,416 $33,695 $(25,319) $108,579
Gross profit............... 616 4,014 2,645 (182) 1,102 3,687 615 12,497
SG&A....................... 2,141 2,605 3,504 437 368 3,496 - 12,551
Restructuring charges...... 98 678 - - - 214 - 990
Operating (loss) income.... (1,623) 731 (859) (619) 734 (23) 615 (1,044)
Interest (expense)
income, net............. (115) (425) (58) 25 (237) (2,728) - (3,538)
Income tax (benefit)
provision............... (1,369) 110 35 (195) - 2,030 - 611
Net (loss) income.......... (369) 175 (940) (399) 497 (2,419) (1,723) (5,178)
Quarter Ended
September 30, 2001
Total revenue.............. $25,810 $45,015 $16,334 $8,355 $10,632 $37,756 $(31,667) $112,235
Gross profit............... 1,527 2,405 2,297 345 2,282 7,042 (576) 15,322
SG&A....................... 2,362 2,664 2,599 416 429 3,987 (363) 12,094
Operating (loss) income.... (835) (259) (302) (71) 1,853 3,055 (213) 3,228
Interest (expense)
income, net............. (69) (479) (163) 54 (182) (2,522) - (3,361)
Income tax (benefit)
provision .............. (323) (157) 185 (34) 734 (486) - (81)
Income from discontinued
operation............... - - 115 - - - - 115
Net (loss) income.......... (581) (557) (524) 17 937 3,421 (2,623) 90
16
Total Revenue
Consolidated total revenue decreased by $3.7 million (3%) in the third
quarter of 2002 as compared to the third quarter of 2001. Shieldalloy revenue
was $3.5 million (14%) below the third quarter of 2001, due primarily to
decreased sales volume of chrome products. LSM revenue was $0.3 million (1%)
below the third quarter of 2001, due primarily to decreased sales volume and
selling prices of chromium metal offset by improved sales volume of aluminum
products and ferrotitanium. GfE revenue was $1.0 million (6%) above the third
quarter of 2001, due primarily to increased sales volume and selling prices of
specialty coating materials and increased sales volume of nickel and ferro
alloys sourced from third parties. EWW revenue was $0.9 million (11%) below the
third quarter of 2001, due to decreased sales volume of ferrochrome. CIF revenue
was $2.2 million (21%) below the third 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 $12.5 million (11.5% of total revenue) in the
quarter ended September 30, 2002 from $15.3 million (13.7% of total revenue) in
the quarter ended September 30, 2001, a decrease of $2.8 million (18%).
Shieldalloy gross profit was $0.9 million (60%) below the third quarter of 2001,
due primarily to decreased sales volume of ferrochrome and ferrovanadium. LSM
gross profit was $1.6 million (67%) above the third quarter of 2001, due
primarily to increased sales volume of aluminum products and ferrotitanium. GfE
gross profit was $0.3 million (15%) above the third quarter of 2001, due
primarily to increased sales volume of nickel and ferro alloys sourced from
third parties. EWW gross profit was $0.5 million (153%) below the third quarter
of 2001, due primarily to decreased sales volume of ferrochrome. CIF gross
profit was $1.2 million (52%) below the third 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 increased to $12.6 million in the quarter ended September 30, 2002
from $12.1 million in the quarter ended September 30, 2001, an increase of $0.5
million (4%). For the quarter ended September 30, 2002, SG&A represented 11.6%
of total revenue compared to 10.8% for the quarter ended September 30, 2001.
Start-up and other costs at a new GfE subsidiary that manufactures and sells
titanium coated medical products were partially offset by cost savings beginning
to come through as a result of Metallurg's recent restructuring program.
Restructuring Charges
During the third quarter of 2002, Metallurg continued a restructuring
program, initiated in the second quarter, intended to reduce the cost structure
at corporate headquarters, 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, Metallurg currently
expects to generate cost savings of approximately $8 million annually in future
periods. A charge of $990,000 was incurred in the third quarter, all of which
was for severance costs of terminated employees.
At corporate headquarters, Metallurg, Inc.'s restructuring charge of
$214,000 in the third quarter of 2002 was for severance costs of five
administrative employees. None of this amount had been paid as of September 30,
2002. During the third quarter, SMC's restructuring charge of $98,000 was for
the termination of one executive. None of this amount had been paid as of
September 30, 2002. In the third quarter, LSM incurred a restructuring charge of
'L'452,000 ($678,000) for severance costs of seven production employees and
11 administrative employees who were terminated during the third quarter. The
entire amount had been paid as of September 30, 2002.
See "Note 7. Restructuring" to Metallurg's Consolidated Financial
Statements.
Operating Income
There was an operating loss of $1.0 million in the quarter ended September
30, 2002 compared to operating income of $3.2 million in the quarter ended
September 30, 2001, due primarily to the decrease in gross profit and the
restructuring, discussed above.
17
Interest Expense, Net
Interest expense, net, is as follows (in thousands):
Quarters Ended
September 30,
--------------------------------
2002 2001
--------------- ---------------
Interest income ............................. $ 262 $ 369
Interest expense ............................ (3,800) (3,730)
------- -------
Interest expense, net..................... $(3,538) $(3,361)
======= =======
Income Tax Provision (Benefit), Net
Income tax provision (benefit), net, is as follows (in thousands):
Quarters Ended
September 30,
--------------------------------
2002 2001
--------------- ---------------
Total current ............................... $539 $(335)
Total deferred .............................. 72 254
---- ----
Income tax provision (benefit), net....... $611 $(81)
==== ====
The difference between the statutory federal income tax rate and
Metallurg's effective rate for the quarter ended September 30, 2002 is
principally due to losses in certain jurisdictions for which the related
deferred tax assets were offset by valuation allowances.
Net (Loss) Income
Net loss was $5.2 million in the quarter ended September 30, 2002 compared
to net income of $0.1 million for the quarter ended September 30, 2001. The loss
is due primarily to the decrease in operating income discussed above.
Results of Operations - The Three Quarters Ended September 30, 2002 Compared to
the Three Quarters Ended September 30, 2001
Intersegment Consolidated
Shieldalloy LSM GfE EWW CIF Other Eliminations Totals
----------- --------- ---------- ---------- ---------- ---------- ------------- ---------------
Three Quarters Ended
September 30, 2002
Total revenue.............. $69,618 $118,583 $54,977 $21,603 $25,106 $100,899 $(74,847) $315,939
Gross profit............... (18) 9,335 8,178 247 2,875 11,417 2,000 34,034
SG&A....................... 7,503 9,102 9,895 1,293 1,257 10,718 - 39,768
Environmental expense
recoveries.............. (3,000) - - - - - - (3,000)
Restructuring charges,
net..................... 371 1,028 - (137) - 1,089 - 2,351
Operating (loss) income.... (4,892) (795) (1,717) (909) 1,618 (390) 2,000 (5,085)
Interest (expense)
income, net............. (278) (1,132) (192) 103 (525) (8,224) - (10,248)
Income tax (benefit)
provision............... (3,066) (481) 95 (312) 47 4,323 - 606
Gain on disposition of
discontinued operation.. - - 10,076 - - - - 10,076
Net (loss) income.......... (2,104) (1,427) 8,107 (494) 1,046 8,842 (19,698) (5,728)
18
Intersegment Consolidated
Shieldalloy LSM GfE EWW CIF Other Eliminations Totals
----------- --------- ---------- ---------- ---------- ---------- ------------- --------------
Three Quarters Ended
September 30, 2001
Total revenue.............. $79,427 $135,147 $64,683 $29,087 $30,370 $133,567 $(97,174) $375,107
Gross profit............... 4,299 10,803 10,883 4,771 6,479 21,301 (1,918) 56,618
SG&A....................... 7,139 8,367 8,683 1,423 1,359 11,792 (720) 38,043
Environmental expense
recoveries.............. (600) - - - - - - (600)
Operating (loss) income.... (2,240) 2,436 2,200 3,348 5,120 9,509 (1,198) 19,175
Interest (expense)
income, net............. (93) (1,230) (642) 152 (519) (7,315) - (9,647)
Income tax (benefit)
provision............... (637) 549 970 1,305 1,235 1,464 - 4,886
Income from discontinued
operation............... - - 373 - - - - 373
Net (loss) income.......... (1,696) 759 1,022 2,195 3,366 19,255 (19,675) 5,226
Total Revenue
Consolidated total revenue decreased by $59.2 million (16%) in the first
three quarters of 2002 as compared to the first three quarters of 2001.
Shieldalloy revenue was $9.8 million (12%) below the first three quarters of
2001, due primarily to decreased sales volume and selling prices of vanadium and
chrome products. LSM revenue was $16.6 million (12%) below the first three
quarters of 2001, due primarily to decreased selling prices of aluminum products
and decreased sales volume and selling prices of chromium metal. GfE revenue was
$9.7 million (15%) below the first three 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 $7.5 million (26%) below the
first three 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 $5.3 million (17%) below the first
three 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 $34.0 million (10.8% of total revenue) in the
three quarters ended September 30, 2002 from $56.6 million (15.1% of total
revenue) in the three quarters ended September 30, 2001, a decrease of $22.6
million (40%). Shieldalloy gross profit was $4.3 million (100%) below the first
three quarters of 2001, due primarily to decreased sales volume and selling
prices of vanadium and chrome products. LSM gross profit was $1.5 million (14%)
below the first three quarters of 2001, due primarily to decreased sales volume
and selling prices of chromium metal. GfE gross profit was $2.7 million (25%)
below the first three 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 $4.5 million (95%) below the first three 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 $3.6 million (56%) below the first three 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 increased to $39.8 million in the three quarters ended September 30,
2002 from $38.0 million in the three quarters ended September 30, 2001, an
increase of $1.7 million (5%). For the three quarters ended September 30, 2002,
SG&A represented 12.6% of total revenue compared to 10.1% for the three quarters
ended September 30, 2001. The increase was due primarily to an increase in
pension expense at LSM, bad debt expense resulting from bankruptcy filings by
three customers and start-up and other costs at GfE's new medical products
subsidiary, offset by cost savings beginning to come through as a result of
Metallurg's recent restructuring program.
19
Restructuring Charges, Net
During the second and third quarters of 2002, Metallurg carried out a
restructuring program intended to reduce the cost structure at corporate
headquarters, 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, Metallurg currently expects
to generate cost savings of approximately $8 million annually in future periods.
Details of the restructuring charge are as follows (in thousands):
Utilized Balance at
Original ---------------------------- September 30,
Charge Cash Non-cash 2002
------------ ------------ ------------ ---------------
Severance and other employee costs.................... $2,385 $1,406 $979
Write-down of plant and equipment..................... 103 - $103 -
------ ------ ---- ----
Total........................................... $2,488 $1,406 $103 $979
====== ====== ==== ====
At corporate headquarters, Metallurg, Inc.'s restructuring charge of
$875,000 in the second quarter 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. Of this amount, $224,000 was paid as of
September 30, 2002. In the third quarter, a further charge of $214,000 was
incurred for severance costs of five administrative employees. None of this
amount had been paid as of September 30, 2002.
In the second quarter, SMC's restructuring charge of $273,000 included
$170,000 for severance costs of 16 production employees and six administrative
employees, of which $154,000 had been paid by September 30, 2002. Twenty-one
employees were terminated in the second quarter and one in the third quarter.
The remaining $103,000 was for the write-down of property and equipment no
longer used in operations. During the third quarter, an additional charge of
$98,000 was incurred for the termination of one executive. None of this amount
had been paid as of September 30, 2002.
In the second quarter, LSM expensed, and paid in full, a restructuring
charge of 'L'242,000 ($350,000) for severance costs of 11 production
employees who were terminated during the second quarter. In the third quarter,
LSM expensed, and paid in full, a restructuring charge of 'L'452,000
($678,000) for severance costs of seven production employees and 11
administrative employees who were terminated during the third quarter.
The restructuring charge of $2,351,000 in the three quarters ended
September 30, 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 Metallurg's Consolidated Financial
Statements.
Operating Income
There was an operating loss of $5.1 million in the three quarters ended
September 30, 2002 compared to an operating income of $19.2 million in the three
quarters ended September 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 three
quarters ended September 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):
Three Quarters Ended
September 30,
------------------------
2002 2001
------- -------
Interest income ............................. $ 853 $ 1,397
Interest expense ............................ (11,101) (11,044)
------- -------
Interest expense, net..................... $(10,248) $ (9,647)
======== ========
20
Income Tax Provision, Net
Income tax provision, net, is as follows (in thousands):
Three Quarters Ended
September 30,
-----------------------
2002 2001
------ ------
Total current .............................. $ 990 $2,535
Total deferred ............................. (384) 2,351
---- ------
Income tax provision, net................ $606 $4,886
==== ======
The difference between the statutory federal income tax rate and
Metallurg's effective rate for the three quarters ended September 30, 2002 is
principally due to: (i) a tax-free capital gain realized on the sale of GfE's
prosthetics company in January 2002; and (ii) losses in certain jurisdictions
for which the related deferred tax assets were offset by valuation allowances.
Net (Loss) Income
Net loss was $5.7 million in the three quarters ended September 30, 2002
compared to net income of $5.2 million for the three quarters ended September
30, 2001. The decrease in 2002 operating income was partly offset by a net gain
of $10.1 million on the sale of GfE's prosthetics company in January 2002.
Liquidity and Financial Resources
General
Metallurg's sources of liquidity include cash and cash equivalents, cash
from operations and amounts available under credit facilities. At September 30,
2002, Metallurg had $28.3 million in cash and cash equivalents and working
capital of $107.5 million as compared to $25.8 million and $119.1 million,
respectively, at December 31, 2001.
Cash Flows from Operating Activities - Net cash provided by operating
activities was $4.7 million for the three quarters ended September 30, 2002,
compared to $5.1 million in the three quarters ended September 30, 2001. In
2002, a net loss, adjusted for the gain on the sale of GfE's prosthetics company
and depreciation and other non-cash items, was more than offset by a decrease in
working capital. In 2001, net income, adjusted for non-cash items, was offset by
cash used to fund increases in working capital items.
Cash Flows from Investing Activities - Net cash used in investing
activities was $1.9 million for the three quarters ended September 30, 2002,
compared to $12.9 million for the three quarters ended September 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 $15.3 million in 2002 compared to $11.9 million in
2001.
Cash Flows from Financing Activities - Net cash used in financing
activities was $2.3 million for the three quarters ended September 30, 2002,
compared to cash provided by financing activities of $3.5 million in the three
quarters ended September 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
Metallurg 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 $14.3 million at September 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
21
receivable, inventory and certain fixed assets. At September 30, 2002, there
were no borrowings under this facility; however, outstanding letters of credit
totaled $21.5 million. The Borrowers had unused borrowing capacity of $4.7
million under this facility.
LSM has overdraft facilities with Barclays and HSBC that currently provide
LSM with up to 'L'7.5 million ($11.8 million) of borrowings, up to
'L'43.3 million ($67.9 million) notional amount of foreign exchange
contracts and options and 'L'4.0 million ($6.3 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 September 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 ($18.8 million), all of
which were outstanding at September 30, 2002. Interest is currently charged at a
rate per annum of LIBOR plus 0.8% - 1.75%. 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 August 2002, the agreement was 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 amendment, the annual interest rate on the two revolving term loan
facilities was increased to LIBOR plus 1.75%. Also as a result of the amendment,
LSM's overdraft facility with Barclays was reduced by 'L'1.0 million ($1.6
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 Metallurg'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 September 30, 2002, these facilities totaled $14.1 million, of which $4.1
million of loans were outstanding.
Metallurg 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 Metallurg's pension plans continues to be impacted by
decreases in the plans' assets 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
Metallurg invested $15.3 million in capital expenditures during the first
three quarters of 2002. Capital expenditures are expected to total about $10
million over the next five quarters. Although Metallurg has projected these
items in 2002 and 2003, Metallurg 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 2004.
Metallurg 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 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 three
quarters of 2002, Metallurg expended $2.3 million for environmental remediation.
22
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 September 30, 2002, had an accrual of $28.9 million for the remaining
estimated cost of completion. Of this amount, $1.0 million is expected to be
expended in the last quarter of 2002, $3.0 million in 2003 and $4.0 million in
2004. In addition, Metallurg estimates it will make expenditures of $1.5 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
Metallurg's balance sheet.
While its remediation obligations and other environmental costs, in the
aggregate, will reduce its liquidity, Metallurg 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.
23
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 Metallurg's annual
report on Form 10-K for the year ended December 31, 2001, which is incorporated
by reference herein.
24
ITEM 4 - CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, Metallurg carried out
an evaluation, under the supervision of its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that Metallurg's disclosure controls and procedures are effective in
timely alerting them to material information relating to Metallurg (including
its consolidated subsidiaries) required to be included in its Exchange Act
filings.
There have been no significant changes in Metallurg's internal controls or
in other factors that could significantly affect internal controls subsequent to
the date that Metallurg carried out its evaluation.
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 November 13, 2002 on its
behalf by the undersigned thereunto duly authorized.
METALLURG, INC.
By: /s/ Barry C. Nuss
----------------------------
Barry C. Nuss
Vice President, Finance and Chief Financial Officer
27
OFFICERS' CERTIFICATIONS
I, Heinz C. Schimmelbusch, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Metallurg, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 13, 2002
/s/ Heinz C. Schimmelbusch
-----------------------------------
Heinz C. Schimmelbusch
Chief Executive Officer
28
OFFICERS' CERTIFICATIONS (CONTINUED)
I, Barry C. Nuss, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Metallurg, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 13, 2002
/s/ Barry C. Nuss
-----------------------------------
Barry C. Nuss
Vice President, Finance and Chief Financial Officer
29
STATEMENT OF DIFFERENCES
------------------------
The British pound sterling sign shall be expressed as ......................'L'