UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| xQuarterly | Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended June 30, 2004
| ¨Transition | Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File No. 1-7170
IMCO Recycling Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
75-2008280
(I.R.S. Employer Identification No.)
5215 North OConnor Blvd., Suite 1500
Central Tower at Williams Square
Irving, Texas 75039
(Address of principal executive offices) (Zip Code)
(972) 401-7200
(Registrants telephone number, 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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the close of business on July 30, 2004.
Common Stock, $0.10 par value, 15,545,308
INTRODUCTORY NOTE
On July 21, 2004, IMCO Recycling Inc. (IMCO) filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (SEC) containing a preliminary joint proxy statement/prospectus regarding a proposed merger between IMCO and Commonwealth Industries, Inc. (Commonwealth). Information concerning IMCO and the proposed merger with Commonwealth is contained in the Registration Statement, which, along with other filings containing information about IMCO, can be found at the SECs Internet site (http://www.sec.gov). The information contained in the Registration Statement on Form S-4 as filed on July 21, 2004 is subject to amendment. See NOTE B-IMCO RECYCLING INC. AND COMMONWEALTH INDUSTRIES, INC. PROPOSED MERGER of the Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.
Page 2 of 46
| ITEM 1. | FINANCIAL STATEMENTS |
IMCO RECYCLING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| June 30, 2004 |
December 31, 2003 |
|||||||
| (unaudited) | ||||||||
| ASSETS |
||||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ | 13,934 | $ | 14,760 | ||||
| Accounts receivable (net of allowance of $1,540 and $1,228 at June 30, 2004 and |
132,538 | 112,128 | ||||||
| Inventories |
82,514 | 78,270 | ||||||
| Restricted cash |
18,917 | | ||||||
| Deferred income taxes |
13,078 | 11,229 | ||||||
| Other current assets |
12,434 | 12,382 | ||||||
| Total Current Assets |
273,415 | 228,769 | ||||||
| Property and equipment, net |
212,829 | 219,668 | ||||||
| Goodwill |
69,239 | 69,049 | ||||||
| Restricted cash |
| 24,846 | ||||||
| Investments in joint ventures |
831 | 976 | ||||||
| Other assets, net |
14,225 | 13,209 | ||||||
| Total Assets |
$ | 570,539 | $ | 556,517 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current Liabilities |
||||||||
| Accounts payable |
$ | 88,870 | $ | 96,207 | ||||
| Accrued liabilities |
37,384 | 30,955 | ||||||
| Current maturities of long-term debt |
30 | 26 | ||||||
| Total Current Liabilities |
126,284 | 127,188 | ||||||
| Long-term debt |
266,516 | 256,167 | ||||||
| Deferred income taxes |
20,618 | 20,390 | ||||||
| Other long-term liabilities |
25,705 | 25,244 | ||||||
| STOCKHOLDERS EQUITY |
||||||||
| Preferred stock; par value $0.10: 8,000,000 shares authorized; none issued |
| | ||||||
| Common stock; par value $0.10: 40,000,000 shares authorized; 17,159,026 issued at June 30, 2004; 17,155,211 issued at December 31, 2003 |
1,716 | 1,716 | ||||||
| Additional paid-in capital |
103,607 | 103,264 | ||||||
| Deferred stock compensation |
(3,154 | ) | (4,153 | ) | ||||
| Retained earnings |
54,188 | 51,189 | ||||||
| Accumulated other comprehensive loss |
(6,892 | ) | (4,825 | ) | ||||
| Treasury stock, at cost; 1,692,076 shares at June 30, 2004; 1,843,403 shares at December 31, 2003 |
(18,049 | ) | (19,663 | ) | ||||
| Total Stockholders Equity |
131,416 | 127,528 | ||||||
| $ | 570,539 | $ | 556,517 | |||||
See Notes to Consolidated Financial Statements.
Page 3 of 46
IMCO RECYCLING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
| For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||
| Revenues |
$ | 292,439 | $ | 239,452 | $ | 570,947 | $ | 434,535 | ||||||
| Cost of sales |
270,023 | 221,613 | 525,384 | 404,789 | ||||||||||
| Gross profit |
22,416 | 17,839 | 45,563 | 29,746 | ||||||||||
| Selling, general and administrative expense |
14,717 | 9,452 | 26,648 | 17,457 | ||||||||||
| Fees on receivables sale |
| 291 | | 581 | ||||||||||
| Interest expense |
6,861 | 3,704 | 13,305 | 6,053 | ||||||||||
| Other (income) expense, net |
41 | (45 | ) | 184 | 22 | |||||||||
| Equity in net loss (earnings) of affiliates |
62 | 14 | 45 | (911 | ) | |||||||||
| Earnings before provision for income taxes and minority interests |
735 | 4,423 | 5,381 | 6,544 | ||||||||||
| Provision for income taxes |
387 | 1,847 | 2,295 | 2,493 | ||||||||||
| Earnings before minority interests |
348 | 2,576 | 3,086 | 4,051 | ||||||||||
| Minority interests, net of provision for income taxes |
60 | 113 | 87 | 265 | ||||||||||
| Net earnings |
$ | 288 | $ | 2,463 | $ | 2,999 | $ | 3,786 | ||||||
| Net earnings per common share: |
||||||||||||||
| Basic |
$ | 0.02 | $ | 0.17 | $ | 0.20 | $ | 0.26 | ||||||
| Diluted |
0.02 | 0.17 | 0.20 | 0.26 | ||||||||||
| Weighted average shares outstanding: |
||||||||||||||
| Basic |
14,814 | 14,457 | 14,658 | 14,480 | ||||||||||
| Diluted |
15,313 | 14,519 | 15,097 | 14,533 | ||||||||||
See Notes to Consolidated Financial Statements.
Page 4 of 46
IMCO RECYCLING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(in thousands)
| For the six months ended June 30, |
||||||||
| 2004 |
2003 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net earnings |
$ | 2,999 | $ | 3,786 | ||||
| Depreciation and amortization |
14,197 | 13,291 | ||||||
| Provision for (benefit from) deferred income taxes |
(2,134 | ) | 331 | |||||
| Equity in loss (earnings) of affiliates |
45 | (911 | ) | |||||
| Non-cash retirement charge |
1,576 | | ||||||
| Other non-cash charges |
3,459 | 2,869 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(22,127 | ) | (1,460 | ) | ||||
| Accounts receivable sold |
| (5,000 | ) | |||||
| Inventories |
(5,011 | ) | (3,737 | ) | ||||
| Other current assets |
(131 | ) | 2,309 | |||||
| Accounts payable and accrued liabilities |
4,565 | (5,227 | ) | |||||
| Net cash from (used by) operating activities |
(2,562 | ) | 6,251 | |||||
| INVESTING ACTIVITIES |
||||||||
| Payments for property and equipment |
(12,563 | ) | (7,723 | ) | ||||
| Net cash acquired in acquisition of remaining 50% of VAW-IMCO |
| 15,669 | ||||||
| Decrease in restricted cash |
5,929 | | ||||||
| Acquisition costs |
(1,889 | ) | | |||||
| Other |
30 | 486 | ||||||
| Net cash from (used by) investing activities |
(8,493 | ) | 8,432 | |||||
| FINANCING ACTIVITIES |
||||||||
| Net proceeds from long-term revolving credit facility |
10,295 | 4,000 | ||||||
| Net payments of long-term debt |
| (694 | ) | |||||
| Debt issuance costs |
(510 | ) | (757 | ) | ||||
| Other |
622 | (371 | ) | |||||
| Net cash from financing activities |
10,407 | 2,178 | ||||||
| Effect of exchange rate differences on cash and cash equivalents |
(178 | ) | 595 | |||||
| Net increase (decrease) in cash and cash equivalents |
(826 | ) | 17,456 | |||||
| Cash and cash equivalents at January 1 |
14,760 | 6,875 | ||||||
| Cash and cash equivalents at June 30 |
$ | 13,934 | $ | 24,331 | ||||
| SUPPLEMENTARY INFORMATION |
||||||||
| Cash payments for interest |
$ | 12,728 | $ | 4,388 | ||||
| Cash payments for income taxes, net of refunds received |
$ | 2,146 | $ | 1,508 | ||||
Page 5 of 46
IMCO RECYCLING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2004
(dollars in tables are in thousands, except per share data)
NOTE A BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The accompanying financial statements include the accounts of IMCO Recycling Inc. and all of its subsidiaries (collectively, except where the context otherwise requires, referred to as IMCO, the Company, we, us, our or similar terms). All significant intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2003. Certain reclassifications have been made to prior period statements to conform to the current period presentation.
NOTE B IMCO RECYCLING INC. AND COMMONWEALTH INDUSTRIES INC. PROPOSED MERGER
On June 16, 2004, we announced the execution of a definitive merger agreement for a business combination of IMCO with Commonwealth Industries, Inc. Under the merger, we will acquire each outstanding share of Commonwealth common stock in exchange for 0.815 shares of IMCO common stock. The merger is expected to give IMCO and Commonwealth approximately equal representation on the combined companys board of directors, and IMCOs stockholders are expected to own approximately 54% of the combined company immediately following the merger. The transaction is expected to close in the fourth quarter of 2004, and its completion is subject to regulatory approval, successful completion of the refinancing of certain indebtedness of the two companies, and stockholder approval by both companies, as well as other customary closing conditions. We have capitalized $1,889,000 in acquisition costs related to this transaction as of June 30, 2004. More information on the proposed merger transaction is available in IMCOs Current Report on Form 8-K filed with the SEC on June 18, 2004.
Commonwealth is one of North Americas leading manufacturers of aluminum sheet for distributors, transportation, construction and consumer durables end-use markets. Commonwealth has direct-chill casting facilities in Kentucky and continuous casting mini-mills in Ohio and California. The combination is expected to create a new vertically integrated company that can be a strong competitor in the global aluminum recycling and production industries, having benefits from procurement savings and cost synergies, an enhanced competitive position, increased scope and scale, greater technological capabilities, and improved access to capital.
NOTE C INVENTORIES
The components of inventories are:
| June 30, 2004 |
December 31, 2003 | |||||
| Finished goods |
$ | 38,215 | $ | 36,329 | ||
| Raw materials |
37,623 | 33,428 | ||||
| Work in process |
3,981 | 4,613 | ||||
| Supplies |
2,695 | 3,900 | ||||
| $ | 82,514 | $ | 78,270 | |||
Page 6 of 46
NOTE D LONG-TERM DEBT
Our long-term debt is summarized as follows:
| June 30, 2004 |
December 31, 2003 | |||||
| Senior Credit Facility, expiring in October 2007 |
$ | 43,286 | $ | 32,991 | ||
| 10-3/8% Senior Secured Notes, due October 6, 2010 (net of discount) |
208,802 | 208,751 | ||||
| 7.65% Morgantown, Kentucky Solid Waste Disposal Facilities Revenue Bonds-1996 Series, Due May 1, 2016 (net of discount) |
5,706 | 5,705 | ||||
| 7.45% Morgantown, Kentucky Solid Waste Disposal Facilities Revenue Bonds-1997 Series, Due May 1, 2022 |
4,600 | 4,600 | ||||
| 6.00% Morgantown, Kentucky Solid Waste Disposal Facilities Revenue Bonds-1998 Series, Due May 1, 2023 |
4,100 | 4,100 | ||||
| Other |
52 | |||||