-----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, LrpwHpYpn/iUoSrPtofAQ1BCD/3tyVOpjs1rsr5cAKlT+ZwroDdeOB6ubhDxagnJ Ke4KA50JvIAgC3WtYaCyyw== 0001193125-03-002893.txt : 20030501 0001193125-03-002893.hdr.sgml : 20030501 20030430194224 ACCESSION NUMBER: 0001193125-03-002893 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMCO RECYCLING INC CENTRAL INDEX KEY: 0000202890 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 752008280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07170 FILM NUMBER: 03674632 BUSINESS ADDRESS: STREET 1: 5215 N OCONNOR BLVD STE 940 STREET 2: CENTRAL TOWERS AT WILLIAM SQUARE CITY: IRVING STATE: TX ZIP: 75007 BUSINESS PHONE: 2148696575 MAIL ADDRESS: STREET 1: 5215 N O CONNOR BOULVARD STE 940 CITY: IRVING STATE: TX ZIP: 75030 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER TEXAS CORP DATE OF NAME CHANGE: 19850416 FORMER COMPANY: FORMER CONFORMED NAME: FRONTIER TEXAS CORP DATE OF NAME CHANGE: 19881012 8-K 1 d8k.htm FORM 8-K Form 8-K

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): April 30, 2003

 


 

IMCO RECYCLING INC.

(Exact name of Registrant as specified in charter)

 

Delaware

 

1-7170

 

75-2008280

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

5215 North O’Connor Blvd., Suite 1500

Central Tower at Williams Square

Irving, Texas

 

75039

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (972) 401-7200


 

-1-


 

ITEM 7. Financial Statements and Exhibits

 

(c)   Exhibits

 

The following exhibit (i) is furnished pursuant to Item 12 of Form 8-K (reported in this Form 8-K under the Item 9 caption in accordance with the guidance provided in SEC Release Nos. 33-8216, 34-47583, etc.), (ii) is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) shall not be incorporated by reference into any previous or future filings made by or to be made by IMCO Recycling Inc. (the “Company”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Exhibit No.

  

                                             Description

99.1

  

Earnings Release for Quarter Ended March 31, 2003

 

ITEM 9. Regulation FD Disclosure.

 

The following information is furnished pursuant to Item 12 “Results of Operations and Financial Condition” of Form 8-K:

 

On April 30, 2003, the Company issued a press release regarding its results of operations for the first quarter of 2003, a copy of which is furnished as Exhibit 99.1 hereto, which is incorporated herein by reference.

 

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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.

 

       

IMCO RECYCLING INC.

Dated: April 30, 2003

     

/s/    Robert R. Holian        


           

Robert R. Holian

Senior Vice President and

Controller

 

 

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INDEX TO EXHIBITS

 

Introductory Note: The following exhibit is furnished pursuant to Item 12 of Form 8-K and is not to be considered “filed” under the Exchange Act and shall not be incorporated by reference into any of the Company’s previous or future filings under the Securities Act or the Exchange Act.

 

Exhibit No.

  

Description

99.1

  

Earnings Release for Quarter Ended March 31, 2003

 

-4-

EX-99.1 3 dex991.htm EARNINGS RELEASE FOR QUARTER ENDED MARCH 31, 2003 Earnings Release for Quarter Ended March 31, 2003

 

Exhibit 99.1

 

For Information: Paul V. Dufour

 

For Immediate Release

Telephone:(972) 401-7391

 

April 30, 2003

 

IMCO RECYCLING’S FIRST QUARTER RESULTS BENEFIT

FROM BETTER PROFITABILITY IN INTERNATIONAL OPERATIONS

 

Irving, Texas—IMCO Recycling Inc. (NYSE:IMR) today reported first quarter 2003 net earnings of $1.3 million or $.09 per common diluted share.

 

In the first quarter of 2002 the company’s earnings were $382,000 or $.03 per share before the cumulative effect of a required accounting change regarding amortization of goodwill that was adopted effective January 1, 2002. After the cumulative effect of the accounting change, IMCO recorded a net loss of $58.3 million or $3.95 per share for the first quarter of 2002.

 

Don V. Ingram, chairman and chief executive officer, said: “The improvement in our first quarter profitability was a result of the recent significant expansion of our international operations. We believe this trend will continue throughout the year because we now have full ownership of VAW-IMCO, our former joint venture in Germany, and because our plants in Brazil and Mexico are expected to sharply raise their volume in 2003 from last year’s level.

 

“First quarter income of our aluminum segment was seven percent below that of the same period last year,” he said. “We achieved higher volume and better margins in the production and sale of specialty alloys that are provided to vehicle manufacturers and their component suppliers. However, our domestic aluminum recycling volume continues to be negatively

 

(more. . .)


affected by the low level of U.S. manufacturing activity. Volume at our U.S. aluminum recycling plants has also been reduced by weak demand from can stock producers, a decline in the beverage can recycling rate, and the continued shutdown of primary smelters in the Pacific Northwest. We are continuing to make progress in reduction of plant operating costs and gains in productivity achieved through installation of technically advanced equipment and processes. While the aluminum segment’s total volume declined in the first quarter, its income per pound processed increased slightly.”

 

Mr. Ingram said that first quarter income of the company’s zinc segment about equaled the levels of the year-ago period even though volume declined slightly and zinc prices were at very low levels.

 

In March 2003 IMCO signed an agreement under which its joint venture in Germany, VAW-IMCO, finalized the redemption value for the shares in the firm held by a partner. This agreement resulted in VAW-IMCO becoming a consolidated subsidiary of IMCO Recycling.

 

The company previously reported VAW-IMCO’s financial results under the equity method of accounting which recorded only IMCO Recycling’s 50 percent share of VAW-IMCO’s after-tax earnings. This accounting method was used in January and February of 2003 and equity in earnings of affiliates increased significantly in the first quarter because of improved volume and margins in VAW-IMCO’s transportation market business.

 

Effective March 1, 2003, all of VAW-IMCO’s accounts were consolidated into IMCO Recycling’s financial statements. In addition, effective with the first quarter of this year, the company is reporting separate segment results for its international activities as well as its domestic aluminum and

 

(more. . .)

 

2


zinc operations.

 

The consolidation of VAW-IMCO’s accounts into IMCO Recycling’s financial statements was the principal reason for increases in the company’s first quarter processing volume, revenues, cost of sales and selling, general and administrative expense. Operation of the company’s Brazilian plant that was acquired in 2002 and of its Mexican facility that was expanded and upgraded last year also contributed to these increases.

 

Total aluminum and zinc processing volume was 663.2 million pounds, eight percent above volume of 611.6 million pounds in 2002’s first quarter.

 

Revenues rose 24 percent to $195.1 million from $157.9 million in the same period last year. This increase resulted from the inclusion of VAW-IMCO’s March volume into IMCO Recycling’s accounts. The majority of VAW-IMCO’s processing volume is based on product sales which include the cost of metal purchased, processed and sold.

 

Selling, general and administrative expense totaled $8.0 million, 41 percent above the year-ago level of $5.7 million due to the operation of more facilities and higher professional and other costs.

 

The combination of interest expense and fees on receivables sales declined slightly to $2.6 million from $2.7 million in the first quarter of 2002.

 

IMCO Recycling’s first quarter tax provision rose due to a higher level of pretax income.

 

IMCO Recycling’s management and lenders have agreed on an amendment to the company’s revolving credit agreement that, among other things, eases certain restrictive financial covenants effective March 31,2003 and for the remainder of 2003.

 

Looking forward, Mr. Ingram said he expects the company’s

 

(more. . .)

 

3


second quarter 2003 net earnings to be somewhat improved from those of the first quarter. “The amount of improvement is dependent upon the strength of the domestic economy and the continued successful integration of our expanded foreign operations.”

 

The public and media are invited to listen to IMCO Recycling’s conference call that will begin at 10:30 A.M.(EDT) tomorrow. To access the call, log on to the web at http://www.firstcallevents.com/service/ajwz379085293gf12.html. If you are unable to access the call on a live basis, it will be archived on the website www.imcorecycling.com for two weeks. To access the replay, click on For The Investor and go to News Releases.

 

IMCO Recycling Inc. is the world’s largest recycler of aluminum and zinc. The company has 22 U.S. production plants and five international facilities located in Brazil, Germany, Mexico and Wales. IMCO Recycling’s headquarters office is in Irving, Texas.

 


 

SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS

 

Forward-looking statements made in this news release are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding estimated second quarter net earnings, anticipated benefits from cost reductions and productivity gains, the effect of the strength of the domestic economy, expected positive contributions from expanded international operations and the effect of successful integration of such operations. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that actual results could differ materially from those described therein. These risks and uncertainties would include, without limitation, a continuation of weak demand resulting from U.S. and worldwide economic conditions; risks related to the price of aluminum and zinc on world and U.S. markets; the company’s ability to refinance its credit facilities to finance its business plans; future natural gas and other fuel costs of the company; the financial condition of its customers and the retention of its major customers; additional future write-downs and impairment charges that are currently unforeseen; the timing and amounts of collections; utilized capacity of the company’s various facilities; future levels and timing of capital expenditures; fluctuations in operating margins for the various products and services the company provides; availability of aluminum scrap

 

(more. . .)

 

4


and other metal supplies in the U.S. and Europe that the company processes; the ability of the company to enter into effective metals, natural gas and other commodity derivatives; business conditions in the aluminum and zinc industries, as well as the steel and automotive industries; the future mix of products and services sold; the future mix of product sales vs. tolling business; currency exchange fluctuations; and other risks listed in the company’s filings with the Securities and Exchange Commission, including but not limited to the reports on Form 10-K for the fiscal year ended December 31, 2002 and Form 10-Q for the quarter ended March 31, 2003, particularly the sections entitled “Cautionary Statements For Purposes of Forward-Looking Statements” contained therein.

 

IMCO Recycling Inc. and Subsidiaries

Consolidated Results of Operations

(in thousands, except per share data)

(unaudited)

 

    

For the three months
ended March 31,


 
    

2003


    

2002


 

Revenues

  

$

195,083

 

  

$

157,901

 

Cost of sales

  

 

183,176

 

  

 

149,312

 

    


  


Gross profit

  

 

11,907

 

  

 

8,589

 

Selling, general and administrative expense

  

 

8,005

 

  

 

5,667

 

Fees on receivables sale

  

 

290

 

  

 

419

 

Interest expense

  

 

2,349

 

  

 

2,251

 

Interest and other income

  

 

67

 

  

 

(102

)

Equity in earnings of affiliates

  

 

(925

)

  

 

(272

)

    


  


    

 

9,786

 

  

 

7,963

 

Earnings (loss) before provision for income taxes, minority interests and accounting change

  

 

2,121

 

  

 

626

 

Provision (benefit) for income taxes

  

 

646

 

  

 

194

 

    


  


Earnings (loss) before minority interests and accounting change

  

 

1,475

 

  

 

432

 

Minority interests, net of provision for income taxes

  

 

152

 

  

 

50

 

    


  


Earnings (loss)before accounting change

  

$

1,323

 

  

$

382

 

    


  


Cumulative effect of accounting change (after tax)

  

 

—  

 

  

 

(58,730

)

    


  


Net earnings (loss)

  

$

1,323

 

  

$

(58,348

)

    


  


 

(more. . ..)

 

5


 

    

For the three months
ended March 31,


 
    

2003


  

2002(1)


 

Net Earnings (Loss) Per Common Share:

               

Basic before accounting change

  

$

0.09

  

$

0.03

 

Cumulative effect of accounting change

  

 

—  

  

$

(4.01

)

    

  


Basic earnings per share

  

$

0.09

  

$

(3.98

)

Diluted before accounting change

  

$

0.09

  

$

0.03

 

Cumulative effect of accounting change

  

 

—  

  

 

(3.98

)

    

  


Diluted earnings per share

  

$

0.09

  

$

(3.95

)

Weighted Average Shares Outstanding:

               

Basic

  

 

14,502

  

 

14,651

 

Diluted

  

 

14,548

  

 

14,762

 

Supplementary Information

               

Depreciation and amortization

  

$

6,305

  

$

6,094

 

Capital spending

  

$

2,392

  

$

1,310

 

Segment Information

               

Segment Volume:

               

Aluminum

  

 

487,758

  

 

524,435

 

International

  

 

121,192

  

 

31,488

 

Zinc

  

 

54,296

  

 

55,709

 

    

  


    

 

663,246

  

 

611,632

 

Percent Tolled

  

 

56%

  

 

62%

 

Segment Revenues:

               

Aluminum

  

$

127,117

  

$

115,392

 

International

  

 

33,264

  

 

6,046

 

Zinc

  

 

34,702

  

 

36,463

 

    

  


    

$

195,083

  

$

157,901

 

Segment Income:

               

Aluminum

  

$

5,813

  

$

6,226

 

International

  

 

2,909

  

 

149

 

Zinc

  

 

1,106

  

 

1,095

 

    

  


    

$

9,828

  

$

7,470

 

 

(1)   Certain reclassifications have been made to 2002 segment information to conform to the current year presentation.

 

(more. . .)

 

6


 

IMCO Recycling Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands)

(unaudited)

 

    

March 31, 2003


  

December 31, 2002


ASSETS

             

Current Assets:

             

Cash

  

$

25,044

  

$

6,875

Accounts Receivable, Net

  

 

74,342

  

 

24,501

Inventories

  

 

61,167

  

 

42,730

Other Current Assets

  

 

17,557

  

 

16,565

    

  

Total Current Assets

  

 

178,110

  

 

90,671

PP&E, Net

  

 

214,321

  

 

187,451

Goodwill, Net

  

 

67,961

  

 

51,118

Investments

  

 

1,175

  

 

17,467

Other Assets, Net

  

 

6,209

  

 

4,703

    

  

TOTAL ASSETS

  

$

467,776

  

$

351,410

    

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

             

Current Liabilities:

             

Accounts Payable

  

$

103,451

  

 

77,682

Accrued Liabilities

  

 

24,538

  

 

18,589

Short-Term Notes Payable

  

 

9,000

  

 

7,420

Current Maturities Of L-T Debt

  

 

136,354

  

 

94,075

    

  

Total Current Liabilities

  

 

273,343

  

 

197,766

Long-Term Debt

  

 

34,408

  

 

14,550

Deferred Income Taxes Payable

  

 

15,754

  

 

10,883

Other Long-Term Liabilities

  

 

25,359

  

 

11,347

Stockholders’ Equity

  

 

118,912

  

 

116,864

    

  

TOTAL LIABILITIES AND EQUITY

  

$

467,776

  

$

351,410

    

  

 

######

 

7

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