10-K/A 1 zolt20130628_10ka.htm FORM 10-K/A zolt20130628_10ka.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 2)


Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


For the fiscal year ended September 30, 2012


Commission File Number 0-20600


ZOLTEK COMPANIES, INC.

(Exact name of registrant as specified in its charter)


Missouri

(State or other jurisdiction of

 incorporation or organization)

 

 

43-1311101

 (I.R.S. Employer Identification No.)

3101 McKelvey Road, St. Louis, Missouri

(Address of principal executive offices)

 

63044

(Zip Code)


Registrant’s telephone number, including area code: (314) 291-5110

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class:

Name of Each Exchange on Which Registered:

Common Stock, $.01 Par Value per Share

The Nasdaq Stock Market LLC

 

(Nasdaq Global Select Market)


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No.


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No.


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 No.


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes No.


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K..


Indicate by check mark whether the registrant is a large accelerated filer, an “accelerated filer a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No.

 

State the aggregate market value of the voting stock held by non-affiliates of the registrant as of March 31, 2012: approximately $308 million.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of November 21, 2012: 34,355,192 shares of Common Stock, par value $.01 per share.

 

 
 

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE


The following document is incorporated by reference into the indicated Part of this Report:

 

Document  

Part of Form 10-K

Proxy Statement for the 2013

Annual Meeting of Shareholders

III

 

 
 

 

  

EXPLANATORY NOTE

 

This Amendment No. 2 on Form 10-K/A amends the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2013, as originally filed on November 27, 2012 and amended on May 2, 2013 (the “Original Report”), and is being filed solely for the purpose of amending portions of Part IV, Item 15 “Exhibits, Financial Statement Schedules” to replace Exhibit 10.8 to the Original Report.

 

This Form 10-K/A does not reflect all events occurring after the original filing of the Original Report or modify or update all the disclosures affected by subsequent events. Information not modified or updated herein reflects the disclosures made at the time of the filing of the Original Report on November 27, 2012. Accordingly, this Form 10-K/A should be read in conjunction with all of the Registrant’s other periodic filings filed with the Securities and Exchange Commission

 

 
 

 

 

PART IV


Item 15. Exhibits and Financial Statement Schedules


(a) (1) Financial statements: The following financial statements and reports thereon are included in Item 8 of this report:


Report of Management


Reports of Independent Registered Public Accounting Firm – Ernst & Young LLP*


Consolidated Balance Sheets as of September 30, 2012 and 2011


Consolidated Statements of Operations for the years ended September 30, 2012, 2011 and 2010


Consolidated Statements of Changes in Shareholders' Equity for the years ended September 30, 2012, 2011 and 2010


Consolidated Statements of Cash Flows for the years ended September 30, 2012, 2011 and 2010


Notes to Consolidated Financial Statements


*Report on financial statement schedule is included in Exhibit 23.1 hereto.


(2) The following financial statement schedule is included in Part IV of this report:


Rule 12-09 Valuation and Qualifying Accounts and Reserves

 

 
 

 

 

For the fiscal year ended September 30, 2011

Rule 12-09 Valuation and Qualifying Accounts and Reserves

(Amounts in thousands) 

 

Column A

 

Column B

 

 

Column C

 

 

 

Column D

 

 

 

 

 

Column E

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

beginning of

period

 

 

Charged to

costs and

expenses

 

 

 

 

Charged to

other

accounts

describe

 

 

 

Deductions

describe

 

 

 

 

 

Balance at

end of

period

 

Reserve for doubtful accounts

 

$

110

 

 

$

190

 

(1

)

 

 

 

 

 

$

77

 

(9

)

 

 

$

223

 

Reserve for inventory valuation

 

$

659

 

 

$

247

 

(3

)

 

 

 

 

 

$

553

 

(4

)

 

 

$

353

 

Deferred tax valuation

 

$

24,573

 

 

 

 

 

 

 

 

 

 

 

 

$

2,436

 

(5

)(6)(10)

 

 

$

22,137

 

 

 

For the fiscal year ended September 30, 2011

Rule 12-09 Valuation and Qualifying Accounts and Reserves

(Amounts in thousands)

 

Column A

 

Column B

 

 

Column C

 

 

 

Column D

 

 

 

 

Column E

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

beginning of

period

 

 

Charged to

costs and

expenses

 

 

 

 

Charged to

other

accounts

describe

 

 

 

Deductions

describe

 

 

 

 

Balance at

end of

period

 

Reserve for doubtful accounts

 

$

178

 

 

$

26

 

(1

)

 

$

-

 

 

 

$

94

 

(2)

 

 

$

110

 

Reserve for inventory valuation

 

$

879

 

 

$

454

 

(3

)

 

$

-

 

 

 

$

674

 

(4)

 

 

$

659

 

Deferred tax valuation

 

$

22,053

 

 

$

-

 

 

 

 

$

2,520

 

(6)(7)(8)

 

 

 

 

 

 

 

$

24,573

 

 

 

For the fiscal year ended September 30, 2011

Rule 12-09 Valuation and Qualifying Accounts and Reserves

(Amounts in thousands) 

 

Column A

 

Column B

 

 

Column C

 

 

 

Column D

 

 

 

 

Column E

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

beginning of

period

 

 

Charged to

costs and

expenses

 

 

 

 

Charged to

other

accounts describe

 

 

 

Deductions

describe

 

 

 

 

Balance at

end of

period

 

Reserve for doubtful accounts

 

$

2,356

 

 

$

497

 

(1

)

 

$

-

 

 

 

$

2,675

 

(2)

 

 

$

178

 

Reserve for inventory valuation

 

$

665

 

 

$

214

 

(3

)

 

$

-

 

 

 

$

-

 

 

 

 

$

879

 

Deferred tax valuation

 

$

21,634

 

 

$

-

 

 

 

 

$

419

 

(6)(7)(8)

 

$

-

 

 

 

 

$

22,053

 

  

 

(1)

Reserving of doubtful receivable.

 

(2)

Recovery of receivables previously listed as doubtful.

 

(3)

Increase reserve for slow-moving product.

 

(4)

Write off of slow moving inventory.

 

(5)

Includes increase in effective tax rate in Hungary.

 

(6)

Includes a reduction in required valuation allowance due to domestic net operating loss (“NOL”) utilization.

 

(7)

Reduction in required valuation due to non-qualified stock options deduction for which no cash benefit has been realized.

 

(8)

Increase NOL due to losses incurred in Mexico.

 

(9)

Write-off of uncollectible receivable.

 

(10)

Includes a reduction in required valuation allowance due to foreign NOL utilization

 

 
 

 

 

Schedules other than those listed above have been omitted because they are either not required or not applicable, or because the information is presented in the consolidated financial statements or the notes thereto.

 


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

  ZOLTEK COMPANIES, INC.
              (Registrant)
 
       
        
  By: /s/ ZSOLT RUMY  
   

Zsolt Rumy, Chairman of the Board, President, and

 
   

Chief Executive Officer (Principal Executive Officer)

 

 

Date: July 1, 2013

 

 
 

 

 

Exhibit Index


Exhibit

Number

 

Description

 

 

 

3.1

 

Restated Articles of Incorporation of the Registrant dated October 7, 1992, filed as Exhibit 3.1 to Registrant’s Registration Statement on Form S-3 (Reg. No. 333-143996) and incorporated herein by reference.

3.2

 

Certificate of Amendment of Restated Articles of Incorporation of the Registrant dated February 15, 1996, filed as Exhibit 3.2 to Registrant’s Registration Statement on Form S-3 (Reg. No. 333-143996) and incorporated herein by reference.

3.3

 

Certificate of Amendment of Restated Articles of Incorporation of the Registrant dated February 7, 1997, filed as Exhibit 3.3 to Registrant’s Registration Statement on Form S-3 (Reg. No. 333-143996) and incorporated herein by reference.

3.4

 

Restated By-Laws of the Registrant dated September 22, 1992, filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-3 (Reg. No. 333-143996) and incorporated herein by reference.

4.1

 

Form of certificate for Common Stock, filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 (Reg. No. 33-51142) and incorporated herein by reference.

4.2

 

Amendment No. 1 to Loan and Warrant Agreement and Registration Rights Agreement among the Registrant and the Lender parties thereto, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated April 28, 2006 and incorporated herein by reference.

4.3

 

Form of Warrant, filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K dated April 28, 2006 and incorporated herein by reference.

4.4

 

Amendment No. 2 to Loan and Warrant Agreement and Registration Rights Agreement, dated as of December 14, 2006, among the Registrant and the Lenders, filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K dated December 14, 2006 and incorporated herein by reference.

4.5

 

Form of Warrant, filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K dated December 14, 2006 and incorporated herein by reference.

10.1

 

Zoltek Companies, Inc. Amended and Restated Directors Stock Option Plan filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q dated August 13, 1999 is incorporated herein by reference.

10.2

 

Credit Agreement, dated April 27, 2012 by and among Zoltek Companies, Inc., Zoltek Corporation, Zoltek  Properties, Inc , Engineering Technology Corporation,  Zoltek Automotive, and Zoltek Composite Intermediates LLC, in favor of  JPMorgan Chase Bank, N.A. filed as Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, is incorporated herein by reference.

10.3

 

Amended Credit Facility Agreement, dated June 1, 2012, between Raiffeisen Bank and Zoltek Zrt., the wholly owned subsidiary of Zoltek Companies, Inc., filed as Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, is incorporated herein by reference.

10.4

 

Zoltek Companies, Inc. 2003 Long-Term Equity Incentive Plan, filed as Appendix A to Registrant's definitive proxy statement for the 2002 Annual Meeting of Shareholders is incorporated herein by reference.

10.5

 

Restated and Amended Uncommitted Credit Line Agreement, dated June 1, 2012, between Raiffeisen Bank and Zoltek Zrt., the wholly owned subsidiary of Zoltek Companies, Inc., filed as Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, is incorporated herein by reference.

10.6

 

Zoltek Companies, Inc. 2008 Director Incentive Plan, filed as Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed on January 2, 2008 and incorporated herein by this reference.*

10.7

 

Zoltek Companies, Inc. 2008 Long Term Incentive Plan, filed as Appendix B to the Registrant’s Proxy Statement on Schedule 14A filed on January 2, 2008 and incorporated herein by this reference.*

10.8

 

Purchase Agreement dated as of January 1, 2012, between Vestas Blades A/S and Zoltek Companies, Inc., is filed herewith.***

10.9

 

Joint and Several Guarantee Agreement, dated June 1, 2012, between Raiffeisen Bank and Zoltek Zrt., the wholly owned subsidiary of Zoltek Companies, Inc., filed as Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, is incorporated herein by reference.

21

 

Subsidiaries of the Registrant filed as Exhibit 21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 and incorporated herein by reference.

23.1

 

Consent of Ernst & Young LLP. **

 

 
 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended is filed herewith.

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended is filed herewith.

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

 

 

 

*

 

Management compensatory plan or arrangement

**

 

Previously Filed

***

 

Certain confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The location of each omitted portion is indicated by a series of three asterisks in brackets (“[***]”).