-----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, KJ+r0bg2/Jqdaek5hGDdl1Uzkof9WWU92BqRGlNJ76E72P8cYOuEw/rjTapCTViw 8ApMhsW1EOHcHjxDuVdjmw== 0000950144-99-004158.txt : 19990408 0000950144-99-004158.hdr.sgml : 19990408 ACCESSION NUMBER: 0000950144-99-004158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMCALA INC CENTRAL INDEX KEY: 0000941174 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 341780941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-53791 FILM NUMBER: 99588678 BUSINESS ADDRESS: STREET 1: OHIO FERRO ALLOYS ROAD STREET 2: P O BOX 68 CITY: MT MEIGS STATE: AL ZIP: 36057 BUSINESS PHONE: 3342157560 MAIL ADDRESS: STREET 1: OHIO FERRO ALLOYS ROAD STREET 2: P O BOX 68 CITY: MT MEIGS STATE: AL ZIP: 36057 8-K 1 SIMCALA, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K ------------ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 1999 SIMCALA, INC. (Exact name of registrant as specified in charter) DELAWARE 333-53791 34-1780941 (State or other (Commission file number) (I.R.S. Employer jurisdiction of incorporation) Identification No.)
OHIO FERRO ALLOYS ROAD MT. MEIGS, ALABAMA 36057 (Address of principal executive offices) (334) 215-7560 (Registrant's telephone number, including area code) ================================================================================ 2 ITEM 5. OTHER EVENTS. On March 31, 1999, SIMCALA, Inc. (the "Company") issued a press release announcing the release of its 1998 financial results. The press release issued in connection therewith is filed herewith as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Exhibits
Exhibit No. Description ----------- ----------- 99.1 Press Release of the Company dated March 31, 1999
-2- 3 SIGNATURES 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. SIMCALA, INC. Date: April 6, 1999 By: /s/ R. Myles Cowan -------------------------------- R. Myles Cowan Vice President of Finance -3- 4 INDEX TO EXHIBITS
Exhibit - ------- 99.1 Press Release of the Company dated March 31, 1999
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 SIMCALA RELEASES 1998 FINANCIAL STATEMENT (Mt. Meigs, Alabama - March 31, 1999) -- Simcala, Inc., today reported a net loss for the three months ended December 31, 1998 of $600,000. This compares with net income of $2.2 million for the same period last year. For the full year ended December 31, 1998, the company reported a net loss of $2.8 million, compared to a net income of $6.4 million for the year ended December 31, 1997. Cravey, Green & Wahlen, an Atlanta-based investment partnership, acquired Simcala on March 31, 1998. The company attributed its results to declines in silicon metal prices and lower production volumes coupled with higher acquisition related non-cash charges for depreciation and amortization and higher interest expense. "The crisis in Asia had a far greater impact on our markets in 1998 than anticipated," said Ed Boardwine, President and CEO of Simcala. "Not only did prices reduce substantially in the volatile secondary aluminum market, but prices were softer in the more stable primary aluminum market as well. The softness in this market can be attributed to non-traditional importers, such as South Africa and Australia, competing in the U.S. for volume in order to capitalize on their home country currency devaluation." Mr. Boardwine also said that overall silicon metal market fundamentals are still good, although this short-term market disruption is painful to manufacturers. The company also encountered production problems during 1998. "Our fourth quarter results improved significantly from the results for the third quarter," said Mr. Boardwine. "Our ability to resolve the production problems we experienced in the third quarter was critical to this improvement." According to Mr. Boardwine, Simcala's continued focus on cost control added to the improved financial results in the fourth quarter. "We will continue our operating programs aimed at increasing our volume. We want to avoid a repeat of the production problems so that we achieve maximum volume output in 1999 since we continue to be in a position to sell everything we produce," he said. Net income for Simcala was also impacted by higher levels of interest expense, depreciation and amortization. These increased expenses stemmed from higher debt levels associated with the acquisition together with restatement of certain assets on the company's balance sheet, also associated with the acquisition. Simcala is one of the world's largest and lowest cost producers of silicon metal. It is owned by Atlanta-based Cravey, Green & Wahlen, one of the oldest and most successful private equity firms specializing in acquisitions in the Southeastern United States. CGW acquired Simcala through CGW Southeast Partners III, L.P. investment fund which was formed to make equity and equity-related investments in acquisitions of middle-market businesses primarily in the Southeast. Certain statements in this press release, particularly regarding anticipated future financial performance, business prospects, capital expenditures, growth and operating strategies, and similar matters, and statements preceded by, followed by or that otherwise include the words "may," "would," "could," "will," "believes," "expects," "anticipates," "plans," "intends," 2 "estimates," or similar expressions constitute forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties. The following important facts may affect the future results of the Company and could cause actual results to differ materially from those expressed in the forward-looking statements: the Company's significant leverage and debt service requirements; restrictive covenants in the Company's debt agreements; the loss of business from a key customer; the Company's dependence on its supply of electrical power; increasing levels of competition in the Company's industry; the maintenance of effective silicon metal anti-dumping legislation; changes in the demand for, and the pricing of, silicon metal; the Company's retention of key personnel; changes in the price of silicon metal; the inability of the Company, or its major customers or suppliers, to resolve the Year-2000 issue in a manner that does not have a material adverse effect on the business, operations or revenues of the Company; changes in accounting policies and practices; and other risks identified from time to time in the Company's SEC reports.
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