-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K+v0yyfUyeyXlVlpAPoQBLLg/HUp26fr6nIVIFp1PkN+MtCK3qtjZWjsIZhWVdBK heYI7J9dLgg5GaNVzl1x7g== 0000075644-96-000005.txt : 19960530 0000075644-96-000005.hdr.sgml : 19960530 ACCESSION NUMBER: 0000075644-96-000005 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960529 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEMEX CORP CENTRAL INDEX KEY: 0000075644 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 135496920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00228 FILM NUMBER: 96573404 BUSINESS ADDRESS: STREET 1: CT TOWER, BCE PLACE STREET 2: 161 BAY ST, STE 3750 P O BOX 703 CITY: TORONTO ONTARIO M5J STATE: A6 BUSINESS PHONE: 4163658080 MAIL ADDRESS: STREET 1: CANADA TRUST TOWER STREET 2: BCE PLACE 161 BAY ST,# 3750 PO BOX 703 CITY: TORONTO ONTARIO M5J STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TIN CONSOLIDATED CORP DATE OF NAME CHANGE: 19860720 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 Commission file number 1-228 ZEMEX CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-5496920 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) Canada Trust Tower, BCE Place 161 Bay Street, Suite 3750 Toronto, Ontario, Canada, M5J 2S1 (Address of principal executive offices) (416) 365-8080 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act New York Stock Exchange Capital Stock, $1.00 par value 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 twelve 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 As of May 2, 1996, there were 8,734,061 shares of capital stock outstanding. (Page 2) Part I - FINANCIAL INFORMATION Item 1 - Financial Statements ZEMEX CORPORATION CONSOLIDATED BALANCE SHEETS March 31, 1996December 31, 1995 (unaudited) ASSETS Current Assets Cash and Cash Equivalents $ 5,067,000 $ 1,653,000 Accounts Receivable 15,716,000 13,165,000 Inventories 19,919,000 20,176,000 Prepaid Expenses 914,000 841,000 Total Current Assets 41,616,000 35,835,000 Property, Plant and Equipment 51,820,000 50,271,000 Other Assets 10,842,000 10,575,000 Total Assets $104,278,000 $ 96,681,000 LIABILITIES Current Liabilities Bank Indebtedness $ 4,359,000 $ 3,220,000 Accounts Payable and Accrued Liabilities 11,318,000 10,259,000 Accrued Income Taxes (8,000) 269,000 Current Portion of Long Term Debt 2,329,000 2,378,000 Total Current Liabilities 17,998,000 16,126,000 Long Term Debt 14,531,000 7,485,000 Other Non-Current Liabilities 607,000 605,000 Deferred Income Taxes 1,604,000 1,565,000 Total Liabilities 34,740,000 25,781,000 SHAREHOLDERS' EQUITY Common Stock 8,731,000 8,785,000 Paid-In Capital 49,868,000 50,436,000 Retained Earnings 18,689,000 18,683,000 Note Receivable from Shareholder (1,749,000) (1,749,000) Cumulative Translation Adjustment (1,214,000) (1,218,000) Treasury Stock at Cost (4,787,000) (4,037,000) Total Shareholders' Equity 69,538,000 70,900,000 Total Liabilities and Shareholders' Equity $104,278,000 $ 96,681,000 (Page 3) ZEMEX CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1996 1995 (unaudited) NET SALES $22,405,000$21,105,000 COSTS AND EXPENSES Cost of Goods Sold 17,018,000 16,153,000 Selling, General and Administrative 2,408,000 2,058,000 Depreciation, Depletion and Amortization 1,057,000 771,000 20,483,000 18,982,000 OPERATING INCOME BEFORE REORGANIZATION COSTS 1,922,000 2,123,000 Reorganization Costs 1,752,000 _ OPERATING INCOME 170,000 2,123,000 Interest Expense, Net 194,000 29,000 Other, Expense (Income) (34,000) (139,000) 160,000 (110,000) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST 10,000 2,233,000 Provision for Income Taxes 4,000 714,000 Minority Interest _ 60,000 NET INCOME $ 6,000 $1,459,000 NET INCOME PER SHARE _ $0.19 AVERAGE COMMON SHARES AND COMMON SHARE EQUIVALENTS OUTSTANDING 8,221,507 7,526,759 ZEMEX CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1996 1995 (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Income from operations $ 6,000 $1,459,000 Adjustments to reconcile income to net cash flows from operating activities Depreciation, depletion and amortization 1,077,000 771,000 Increase (decrease) in deferred income taxes 39,000 (102,000) Share of net income of investees _ (87,000) Minority interest in subsidiary earnings _ 60,000 Increase in other assets (358,000) _ Increase (decrease) in non-current liabilities 2,000 (26,000) Changes in non-cash working capital items (1,584,000) 1,263,000 Net cash provided by (used in) operating activities (818,000) 3,338,000 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (2,521,000) (4,122,000) Proceeds from sale of assets _ 133,000 Cash acquired in acquisition _ 688,000 Additions to other assets _ (218,000) Net cash used in investing activities (2,521,000) (3,519,000) CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in long term debt 6,996,000 (604,000) Net increase (decrease) in bank indebtedness 1,140,000 (180,000) Issuance of common stock 209,000 15,000 Purchase of common stock (1,583,000) _ Net cash provided by (used in) financing activities 6,762,000 (769,000) EFFECT OF EXCHANGE RATE CHANGES ON CASH (9,000) 3,000 NET DECREASE IN CASH 3,414,000 (947,000) CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,653,000 8,343,000 CASH & CASH EQUIVALENTS AT END OF PERIOD $5,067,000 $7,396,000 Notes to the Consolidated Financial Statements The consolidated financial statements include the accounts of Zemex Corporation and its wholly-owned subsidiaries (the "Corporation"). The financial data for the three months ended March 31, 1996 and 1995 are unaudited but, in the opinion of the management of the Corporation, reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of financial position and results of operations. All material intercompany transactions have been eliminated. The Corporation had a writedown of $1.8 million in the first quarter of 1996 in connection with the writedown of its inventory in Brazil and the reorganization of its industrial minerals segment. Effective February 15, 1995 the operations of Alumitech, Inc. were consolidated with the accounts of the Corporation. Prior to February 15, 1995 the investment in Alumitech was accounted for under the equity method and contributed $87,000 in equity income. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations The following is a discussion and analysis of the financial condition and results of operations of the Corporation for the three months ended March 31, 1996 and the three months ended March 31, 1995, and certain factors that may affect the Corporation's prospective financial condition and results of operations. The following should be read in conjunction with the Consolidated Financial Statements and related notes thereto included elsewhere herein. Results of Operations Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995 Net Sales The Corporation's net sales for the three months ended March 31, 1996 were $22.4 million, an increase of $1.3 million, or 6.2%, from the comparable period in 1995. The increase reflects the consolidation of Alumitech for the full quarter and marginally higher sales volumes of the Corporation's industrial minerals, partially offset by a decrease in sales of metal powders. Net sales in the industrial minerals segment for the three month period ended March 31, 1996 increased by $0.9 million, or 10%, compared to the 1995 period. This increase was due to a slight increase in demand for the Corporation's talc and mica products and to the addition of a new low iron sand product. Net sales in the metal products segment for the three months ended March 31, 1996 were $12.5 million, an increase of $0.4 million, or 3.5%, from the comparable period in 1995. The increase was due to the consolidation of Alumitech for the full quarter in 1996, partially offset by a decrease in sales of ferrous and non ferrous metal powders. Cost of Goods Sold Cost of goods sold for the three months ended March 31, 1996 was $17.0 million, an increase of $0.9 million, or 5.4%, from the comparable period in 1995. As a percent of net sales, cost of goods sold decreased to 76% for the three months ended March 31, 1996 from 76.5% for the three months ended March 31, 1995, virtually unchanged quarter over quarter. Selling, General and Administrative Expense Selling, general, and administrative expense for the three months ended March 31, 1996 increased to $2.4 million, an increase of 17% over the comparable 1995 period. The increase was due primarily to the consolidation of Alumitech for the full quarter. As a percentage of net sales, selling, general and adminstrative expense increased from 9.7% in the 1995 period to 10.7% in the 1996 period. Depreciation, Depletion and Amortization Depreciation, depletion and amortization for the three months ended March 31, 1996 was $1.1 million, an increase of 37.1% over the comparable period in 1995, as the result of assets acquired in 1995. Operating Income Operating income for the three month period ended March 31, 1996 was $0.2 million, a decrease of $1.9 million from the comparable period in 1995. The decrease is due to a writedown of $1.8 million in the first quarter of 1996 of the Corporation's sodium feldspar inventory in Brazil and the reorganization of its industrial minerals segment. Interest Expense, Net Interest expense for the three months ended March 31, 1996 was $0.2 million, up from $29,000 for the comparable period in 1995, as the result of an increase in debt from $8.3 million at March 31, 1995 to $21.2 million at March 31, 1996. Provision for Income Taxes The Corporation's provision for income taxes for the three months ended March 31, 1996 decreased to $4,000 from $0.7 million in the comparable period in 1995, due to a decrease in pre-tax income. Net Income As a result of the factors discussed above, net income for the three months ended March 31, 1996 was $6,000 compared to $1.5 million for the first quarter of 1995. Liquidity and Capital Resources Cash Flow from Operations During the first quarter of 1996, the Corporation generated negative cash flow from operations of $0.8 million as compared to a positive cash flow of $3.3 million for the first quarter of 1995. In 1996, non-cash working capital items used $1.6 million of the cash otherwise generated from operations as compared to $1.3 million for the corresponding period of 1995, as a result of increases in accounts receivable, accounts payable and accrued liabilities and a reduction of prepaid expenses and accrued income taxes. The Corporation had $23.6 million of working capital at March 31, 1996, compared to $19.7 million at December 31, 1995. It is the opinion of management that there are sufficient sources of funds available to meet its anticipated cash requirements. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated this 28th day of May, 1996. ZEMEX CORPORATION (Registrant) By /s/ALLEN PALMIERIE : Allen J. Palmiere Vice President and Chief Financial Officer EX-27 2
5 1,000 3-MOS DEC-31-1996 MAR-31-1996 5,067,000 0 16,115,000 (399,000) 19,919,000 41,616,000 81,549,000 (29,729,000) 104,278,000 17,998,000 0 0 0 8,731,000 60,807,000 104,278,000 22,405,000 22,405,000 17,018,000 22,235,000 (34,000) 0 194,000 10,000 4,000 6,000 0 0 0 6,000 0 0
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