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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
------------------------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------------------- -----------------
Commission File Number 1-9887
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OREGON STEEL MILLS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-0506370
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1000 S.W. Broadway, Suite 2200, Portland, Oregon 97205
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(503)223-9228
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $.01 Par Value 26,396,170
---------------------------- -----------------------------------
Class Number of Shares Outstanding
(as of October 31, 2003)
OREGON STEEL MILLS, INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 2003 (unaudited) and
December 31, 2002......................................2
Consolidated Statements of Operations (unaudited)
Three months and nine months ended
September 30, 2003 and 2002........................... 3
Consolidated Statements of Cash Flows (unaudited)
Nine months ended September 30, 2003 and 2002......... 4
Notes to Consolidated Financial Statements
(unaudited) ....................................... 5 - 14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...............15 - 18
Item 3. Quantitative and Qualitative Disclosures about
Market Risk........................................... 19
Item 4. Controls and Procedures...................................19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ........................................20
Item 6. Exhibits and Reports on Form 8-K......................... 20
Signatures ....................................................21
Exhibit Index ....................................................22
-1-
OREGON STEEL MILLS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
SEPTEMBER 30, DECEMBER 31,
2003 2002
--------------- -------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 22,644 $ 33,050
Trade accounts receivable, less allowance for doubtful
accounts of $4,663 and $4,346 63,696 84,547
Inventories 121,683 162,834
Deferred income taxes 12,813 8,109
Other 6,810 6,922
--------- ---------
Total current assets 227,646 295,462
--------- ---------
Property, plant and equipment:
Land and improvements 33,054 30,936
Buildings 53,850 52,653
Machinery and equipment 810,985 793,537
Construction in progress 16,194 17,444
--------- ---------
914,083 894,570
Accumulated depreciation (431,174) (371,192)
--------- ---------
Net property, plant and equipment 482,909 523,378
--------- ---------
Goodwill, net 520 520
Intangibles, net 872 1,106
Other assets 26,178 28,896
--------- ---------
TOTAL ASSETS $ 738,125 $ 849,362
========= =========
LIABILITIES
Current liabilities:
Accounts payable $ 55,636 $ 63,325
Accrued expenses 65,410 81,760
--------- ---------
Total current liabilities 121,046 145,085
Long-term debt 301,727 301,428
Environmental liability 26,513 30,482
Deferred employee benefits 24,946 23,222
Deferred income taxes 13,702 16,895
--------- ---------
Total liabilities 487,934 517,112
--------- ---------
Minority interests 20,753 25,260
--------- ---------
Contingencies (Note 8)
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; 1,000 shares
authorized; none issued -- --
Common stock, par value $.01 per share; 45,000 shares authorized,
26,396 and 25,790 shares issued and outstanding 264 258
Additional paid-in capital 227,648 227,639
Retained earnings 17,699 99,610
--------- ---------
245,611 327,507
--------- ---------
Accumulated other comprehensive income:
Cumulative translation adjustment (4,507) (8,851)
Minimum pension liability (11,666) (11,666)
--------- ---------
Total stockholders' equity 229,438 306,990
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 738,125 $ 849,362
========= =========
The accompanying notes are an integral part of the consolidated financial statements.
-2-
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ --------------------------
2003 2002 2003 2002
--------- --------- --------- ----------
SALES:
Product Sales $ 177,418 $ 219,104 $ 523,569 $ 624,779
Freight 11,381 15,432 30,805 40,142
--------- --------- --------- ---------
188,799 234,536 554,374 664,921
COSTS AND EXPENSES:
Cost of sales 188,730 199,034 548,336 573,845
Fixed and other asset impairment charges -- -- 36,113 --
Selling, general and administrative 13,634 14,241 38,559 44,149
Gain on sale of assets (641) (146) (915) (1,215)
Incentive compensation -- 1,626 339 3,269
--------- --------- --------- ---------
201,723 214,755 622,432 620,048
--------- --------- --------- ---------
Operating income (loss) (12,924) 19,781 (68,058) 44,873
OTHER INCOME (EXPENSE):
Interest expense, net (8,538) (10,734) (25,099) (27,674)
Minority interests 609 (1,359) 3,071 (1,723)
Other income (expense), net 388 (1,137) 1,123 334
--------- --------- --------- ---------
Income (loss) before income taxes (20,465) 6,551 (88,963) 15,810
INCOME TAX BENEFIT (EXPENSE) (473) (2,591) 7,052 (6,770)
--------- --------- --------- ---------
Income (loss) before cumulative effect of
change in accounting principle (20,938) 3,960 (81,911) 9,040
Cumulative effect of change in accounting
principle, net of tax of $11,274, net of
minority interests of $2,732 -- -- -- (17,967)
--------- --------- --------- ---------
NET INCOME (LOSS) $ (20,938) $ 3,960 $ (81,911) $ (8,927)
========= ========= ========= =========
BASIC INCOME (LOSS) PER SHARE
Income (loss) before cumulative effect of
change in accounting principle $ (0.79) $ 0.15 $ (3.10) $ 0.34
Cumulative effect of change in accounting
principle -- -- -- (0.68)
--------- --------- --------- ---------
Net income (loss) per share $ (0.79) $ 0.15 $ (3.10) $ (0.34)
========= ========= ========= =========
DILUTED INCOME (LOSS) PER SHARE
Income (loss) before cumulative effect of
change in accounting principle $ (0.79) $ 0.15 $ (3.10) $ 0.34
Cumulative effect of change in accounting
principle -- -- -- (0.67)
--------- --------- --------- ---------
Net income (loss) per share $ (0.79) $ 0.15 $ (3.10) $ (0.33)
========= ========= ========= =========
WEIGHTED AVERAGE COMMON SHARES AND
COMMON SHARE EQUIVALENTS OUTSTANDING:
Basic 26,389 26,388 26,390 26,387
Diluted 26,389 26,657 26,390 26,645
The accompanying notes are an integral part of the consolidated financial statements.
-3-
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2003 2002
----------- ---------
Cash flows from operating activities:
Net loss $ (81,911) $ (8,927)
Adjustments to reconcile net loss to net cash provided by
operating activities
Cumulative effect of change in accounting principle -- 17,967
Depreciation and amortization 31,101 34,935
Fixed and other asset impairment charges 36,113 --
Deferred income taxes, net (8,065) 8,911
Gain on sale of assets (915) (1,215)
Minority interests' share of income (loss) (3,071) 1,723
Changes in current assets and liabilities:
Trade accounts receivable 20,851 2,227
Inventories 32,321 (21,821)
Operating liabilities (22,811) (3,349)
Income taxes (77) 3,170
Other, net (265) 3,546
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,271 37,167
--------- ---------
Cash flows used in investing activities:
Additions to property, plant and equipment (15,465) (15,958)
Proceeds from disposal of property and equipment 1,332 1,485
Other, net (622) 3,934
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (14,755) (10,539)
--------- ---------
Cash flows used in financing activities:
Proceeds from bank debt 59,484 435,061
Payments on bank and long term debt (59,564) (507,613)
Deferred credit facility financing costs -- (1,724)
Net borrowings under Canadian bank revolving loan facility, net -- 1,495
Minority share of subsidiary's distribution (1,436) (1,269)
Redemption of 11% notes due 2003 -- (228,250)
Issuance of 10% notes due 2009 -- 301,255
Debt issuance costs -- (9,909)
Issue common stock 15 6
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (1,501) (10,948)
--------- ---------
Effects of foreign currency exchange rate 2,579 55
--------- ---------
Net increase (decrease) in cash and cash equivalents (10,406) 15,735
Cash and cash equivalents at the beginning of period 33,050 12,278
--------- ---------
Cash and cash equivalents at the end of period $ 22,644 $ 28,013
========= =========
Supplemental disclosures of cash flow information:
Cash paid for:
-------------
Interest $ 31,087 $ 18,026
Income taxes $ 217 $ 243
Non-cash financing activities:
-----------------------------
Interest applied to loan balance $ 80 $ 2,499
The accompanying notes are an integral part of the consolidated financial statements.
-4-
OREGON STEEL MILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
---------------------
The consolidated financial statements include the accounts of Oregon
Steel Mills, Inc. and its subsidiaries ("Company"), which include
wholly-owned Camrose Pipe Corporation ("CPC"), which through ownership in
another corporation, holds a 60 percent interest in Camrose Pipe Company
("Camrose"); and 87 percent owned New CF&I, Inc. ("New CF&I") which owns a
95.2 percent interest in CF&I Steel, L.P. ("CF&I"). The Company also
directly owns an additional 4.3 percent interest in CF&I. In January 1998,
CF&I assumed the trade name Rocky Mountain Steel Mills ("RMSM"). All
significant intercompany balances and transactions have been eliminated.
The unaudited financial statements include all adjustments, consisting
of normal recurring accruals and other charges as described in Note 9,
"Asset Impairments", which in the opinion of management, are necessary for
a fair presentation of the interim periods. Results for an interim period
are not necessarily indicative of results for a full year. Reference should
be made to the Company's 2002 Annual Report on Form 10-K for additional
disclosures including a summary of significant accounting policies.
RECENT ACCOUNTING PRONOUNCEMENTS
In August 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 143,
"ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS." SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated retirement
costs. This statement requires that the Company record a liability for the
fair value of an asset retirement obligation when the Company has a legal
obligation to remove the asset. SFAS No. 143 is effective for the Company
beginning January 1, 2003. The adoption of SFAS No. 143 did not have a
material impact on the Company's consolidated financial statements.
In May 2002, the FASB issued SFAS No. 145, "RECISSION OF FAS NOS. 4,
44, AND 64, AMENDMENT OF FAS 13, AND TECHNICAL CORRECTIONS." Among other
things, SFAS No. 145 rescinds various pronouncements regarding early
extinguishment of debt and allows extraordinary accounting treatment for
early extinguishment only when the provisions of Accounting Principles
Board ("APB") Opinion No. 30, "REPORTING THE RESULTS OF OPERATIONS -
REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS"
are met. SFAS No. 145 provisions regarding early extinguishment of debt are
generally effective for fiscal years beginning after May 15, 2002. In
mid-July 2002, the Company refinanced its credit facility and redeemed its
11% First Mortgage Notes due 2003, resulting in a $1.1 million
extraordinary loss, net of taxes, on the early extinguishment of debt. The
amount recognized consisted primarily of the write-off of unamortized fees
and expenses. The adoption of SFAS No. 145 caused a reclassification of the
prior year extraordinary loss to other income (expense) in the third
quarter of 2003.
In June 2002, the FASB issued SFAS No. 146, "ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES." SFAS No. 146 addresses the
financial accounting and reporting for costs associated with exit or
disposal activities and supercedes Emerging Issues Task Force ("EITF")
Issue No. 94-3, "LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION
BENEFITS AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS
INCURRED IN A RESTRUCTURING)." SFAS No. 146 requires recognition of the
liability for costs associated with an exit or disposal activity when the
liability is incurred. Under EITF No. 94-3, a liability for an exit cost
was recognized at the date of the Company's commitment to an exit plan.
SFAS No. 146 also establishes that the liability should initially be
measured and recorded at fair value. This statement is to be applied
prospectively to exit or disposal activities initiated after December 31,
2002. The Company adopted SFAS No. 146 effective January 1, 2003. The
Company had accounted for employee termination actions under SFAS No. 112,
which required recording when such charges are probable and estimable, and
therefore, the adoption of SFAS No. 146 did not have any impact on the
Company's consolidated financial statements.
In November 2002, the FASB issued Interpretation ("FIN") No. 45,
"GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES,
INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS." It clarifies that
a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee, including its ongoing obligation to stand ready to perform over
the term of the guarantee in the event that the specified triggering events
or conditions occur. The disclosure provisions for FIN No. 45 were
effective for the year
-5-
ending December 31, 2002. The Company adopted the recognition provisions of
FIN No. 45 effective January 1, 2003 for guarantees issued or modified
after December 31, 2002. The adoption of FIN No. 45 did not have a material
impact on the Company's consolidated financial statements.
In December 2002, the FASB issued SFAS No. 148, "ACCOUNTING FOR
STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE." SFAS No. 148 amends
SFAS No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION," to provide
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
transition guidance and interim disclosure provisions of SFAS No. 148 are
effective for fiscal years ending after December 15, 2002. The Company did
not change to a fair value based method of accounting for stock-based
compensation; therefore, adoption of SFAS No. 148 will impact only
disclosures and not the financial results. The Company discloses the pro
forma effects of stock-based employee compensation on net income and
earning per share. See Note 2, "Stock-Based Compensation."
In January 2003, the FASB issued FIN No. 46, "CONSOLIDATION OF VARIABLE
INTEREST ENTITIES." FIN No. 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the
risk of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. FIN No. 46
also requires disclosures about variable interest entities that a company
is not required to consolidate but in which it has a significant variable
interest. FIN No. 46 applies immediately to variable interest entities
created after January 31, 2003 and to existing variable interest entities
in the first interim or annual period ending after December 15, 2003. The
Company has not created or obtained an interest in any variable interest
entities after January 31, 2003. The Company is currently evaluating the
impact of adoption of FIN No. 46 on its consolidated financial statements.
In April 2003, the FASB issued SFAS No. 149, "AMENDMENT OF STATEMENT
133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES." SFAS No. 149 amends
and clarifies the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities under SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES." SFAS No. 149 is generally effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The adoption of SFAS No. 149 did not have a
material effect on the Company's consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, "ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY."
SFAS No. 150 requires that certain financial instruments, which under
previous guidance were accounted for as equity, must now be accounted for
as liabilities. The financial instruments affected include mandatorily
redeemable stock, certain financial instruments that require or may require
the issuer to buy back some of its shares in exchange for cash or other
assets and certain obligations that can be settled with shares of stock.
SFAS No. 150 is effective for all financial instruments entered into or
modified after May 31, 2003 and must be applied to the Company's existing
financial instruments effective July 1, 2003, the beginning of the first
fiscal period after June 15, 2003. The Company adopted SFAS No. 150 on July
1, 2003. The adoption of SFAS No. 150 did not have a material impact on the
Company's consolidated financial statements.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior periods to
conform to the current year presentation. Such reclassifications do not
affect results of operations as previously reported.
2. STOCK-BASED COMPENSATION
------------------------
The Company has two stock-based compensation plans to make awards of
options to officers, key employees and non-employee directors. The Company
accounts for its plans under the recognition and measurements principles of
APB Opinion No. 25 "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES" and related
interpretations. No stock-based compensation cost is reflected in net
income, as all options granted under these plans had exercise prices equal
to the market value of the underlying common stock at the date of grant.
Options have a term of ten years and generally vest over one to three years
from the date of the grant.
The following tables illustrate the effect on net income and earnings
per share as if the Black-Scholes fair value method described in SFAS No.
123, "ACCOUNTING FOR STOCK-BASED COMPENSATION," as amended, had been
applied to the Company's stock option plans.
-6-
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE (IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS) AMOUNTS)
Net income (loss), as reported $(20,938) $ 3,960 $(81,911) $(8,927)
Deduct: total stock-based compensation expense
determined under fair value based method for
all awards, net of related tax effects. (74) (49) (197) (138)
--------- ------- --------- -------
Pro forma net income (loss) $(21,012) $ 3,911 $(82,108) $(9,065)
========= ======= ======== =======
Income (loss) per share:
Basic - as reported $(0.79) $0.15 $(3.10) $(0.34)
Basic - pro forma $(0.80) $0.15 $(3.11) $(0.34)
Diluted - as reported $(0.79) $0.15 $(3.10) $(0.33)
Diluted - pro forma $(0.80) $0.15 $(3.11) $(0.34)
The fair value of options granted was estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
---- ---- ----- -----
Annualized Dividend Yield 0% 0% 0% 0%
Common Stock Price Volatility 63.3% 64.4% 63.3% 64.4%
Risk-Free Rate of Return 3.4% 4.9% 4.7% 4.9%
Expected option term (in years) 7 7 7 7
3. INVENTORIES
-----------
Inventories are stated at the lower of manufacturing cost or market
value with manufacturing cost determined under the average cost method. The
components of inventories are as follows:
SEPTEMBER 30, DECEMBER 31,
2003 2002
------------- ------------
(IN THOUSANDS)
Raw materials $ 9,067 $ 6,959
Semi-finished product 36,517 63,431
Finished product 47,395 56,997
Stores and operating supplies 28,704 35,447
-------- --------
Total inventory $121,683 $162,834
======== ========
4. NET INCOME (LOSS) PER SHARE
---------------------------
The Company calculates earnings per share in accordance with SFAS No. 128,
"EARNINGS PER SHARE." SFAS No. 128 requires the presentation of "basic" earnings
per share and "diluted" earnings per share. Basic earnings per share is computed
by dividing the net income available to common shareholders by the weighted
average number of shares of common stock outstanding. For purposes of
calculating diluted earnings per share, the denominator includes both the
weighted average number of shares of common stock outstanding and the number of
dilutive common stock equivalents such as stock options and warrants, as
determined using the treasury stock method.
-7-
Shares used in calculating basic and diluted earnings per share for the
three-month and nine-month periods ended September 30, are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ -----------------------
2003 2002 2003 2002
--------- --------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Basic weighted average shares outstanding 26,389 26,388 26,390 26,387
Dilutive effect of:
Employee stock options -- 269 -- 258
--------- ------ -------- --------
Weighted average number of shares outstanding:
Assuming dilution 26,389 26,657 26,390 26,645
========= ====== ======== ========
Net income (loss) before cumulative effect
of change in accounting principle $ (20,938) $3,960 $(81,911) $ 9,040
Cumulative effect of change in
accounting principle, net of tax,
net of minority interest -- -- -- (17,967)
--------- ------ -------- --------
Net income (loss) $ (20,938) $3,960 $(81,911) $ (8,927)
========= ====== ======== ========
Basic income (loss) per share:
Before cumulative effect of change in
accounting principle $ (0.79) $ 0.15 $ (3.10) $ 0.34
Cumulative effect of change in
accounting principle -- -- -- (0.68)
--------- ------ -------- ---------
$ (0.79) $ 0.15 $ (3.10) $ (0.34)
========= ====== ======== ========
Diluted income (loss) per share:
Before cumulative effect of change in
accounting principle $ (0.79) $ 0.15 $ (3.10) $ 0.34
Cumulative effect of change in
accounting principle -- -- -- (0.67)
--------- ------ -------- ---------
$ (0.79) $ 0.15 $ (3.10) $ (0.33)
========= ====== ======== ========
5. COMPREHENSIVE INCOME (LOSS)
---------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- ---------------------------
2003 2002 2003 2002
--------- ----- -------- ----------
(IN THOUSANDS) (IN THOUSANDS)
Net income (loss) $ (20,938) $3,960 $ (81,911) $(8,927)
Foreign currency translation
adjustment (41) (1,019) 2,579 55
--------- ------ ---------- -------
Comprehensive income (loss) $ (20,979) $2,941 $ (79,332) $(8,872)
========= ====== ========= =======
6. INCOME TAXES
------------
The effective income tax expense rate was 2.3% and the tax benefit rate
was 7.9% for the three and nine months ended September 30, 2003, as compared to
the tax expense rate of 39.6% and 42.8% in the corresponding periods in 2002.
The effective income tax rate for the first nine months of 2003 varied from the
combined state and federal statutory rate principally because the Company
established a valuation allowance for certain federal and state net operating
loss carry-forwards, state tax credits, and alternative minimum tax credits.
-8-
SFAS No. 109, "ACCOUNTING FOR INCOME TAXES," requires that tax benefits
for federal and state net operating loss carry-forwards, state tax credits, and
alternative minimum tax credits be recorded as an asset to the extent that
management assesses the utilization of such assets to be "more likely than not";
otherwise, a valuation allowance is required to be recorded. Based on this
guidance, the Company recorded valuation allowances of $9.2 million and $26.7
million in the three and nine months ended September 30, 2003, respectively, due
to uncertainties regarding the realization of deferred tax assets.
The Company will continue to evaluate the need for valuation allowances
in the future. Changes in estimated future taxable income and other underlying
factors may lead to adjustments to the valuation allowances.
7. DEBT, FINANCING ARRANGEMENTS, AND LIQUIDITY
-------------------------------------------
Debt balances were as follows:
September 30, December 31,
2003 2002
------------- ------------
(In thousands)
10% First Mortgage Notes due 2009 $305,000 $305,000
Less unamortized discount on 10% Notes (3,273) (3,572)
-------- --------
Non-current maturity of long-term debt $301,727 $301,428
======== ========
On July 15, 2002, the Company issued $305 million of 10% First Mortgage
Notes due 2009 ("10% Notes") at a discount of 98.772% and an interest rate of
10%. Interest is payable on January 15 and July 15 of each year. The proceeds of
this issuance were used to redeem the Company's 11% First Mortgage Notes due
2003 ("11% Notes"), (including interest accrued from June 16, 2002 until the
redemption date of August 14, 2002), refinance its existing credit agreement,
and for working capital and general corporate purposes. As of September 30,
2003, the Company had outstanding $301.7 million of principal amount under the
10% Notes. The Indenture under which the Notes were issued contains restrictions
on new indebtedness and various types of disbursements, including dividends,
based on the cumulative amount of the Company's net income, as defined. Under
these restrictions, there was no amount available for cash dividends at
September 30, 2003. New CF&I and CF&I (collectively "Guarantors") guarantee the
obligations of the 10% Notes, and those guarantees are secured by a lien on
substantially all of the property, plant and equipment and certain assets of the
Guarantors, excluding accounts receivable and inventory.
As of September 30, 2003, the Company maintained a $65 million revolving
credit facility ("Credit Agreement"), which will expire on June 30, 2005. At
September 30, 2003, $5.0 million was restricted under the Credit Agreement,
$14.3 million was restricted under the outstanding letters of credit, and $45.7
million was available for use. The Credit Agreement contains various restrictive
covenants including minimum consolidated tangible net worth amount, a minimum
earnings before interest, taxes, depreciation and amortization ("EBITDA")
amount, a minimum fixed charge coverage ratio, limitations on maximum annual
capital and environmental expenditures, a borrowing availability limitation
relating to inventory, limitations on stockholder dividends and limitations on
incurring new or additional debt obligations other than as allowed by the Credit
Agreement. In addition, the Company cannot pay cash dividends without prior
approval from the lenders.
On October 24, 2003 the Company determined it was in violation of one of
its Credit Agreement covenants, and on November 13, 2003, the Company entered
into an agreement with its lenders which waived the violation and amended the
minimum consolidated EBITDA, minimum fixed charge coverage ratio, maximum senior
debt ratio and minimum consolidated tangible net worth covenants as of October
31, 2003 and for each month through the maturity date of the facility.
Included in the Credit Agreement amendment above, the Company's ability to
draw letters of credit has been increased from $20 million to $25 million to
support issuance of letters of credit and similar contracts.
Camrose maintains a (CDN) $15 million revolving credit facility with a
Canadian bank, the proceeds of which may be used for working capital and general
business purposes of Camrose. The facility is collateralized by substantially
all of the assets of Camrose, and borrowings under this facility are limited to
an amount equal to the sum of the product of specified advance rates and
Camrose's eligible trade accounts receivable and inventories. This facility
expires in September 2005. As of September 30, 2003, the interest rate of this
facility was 4.5%. Annual commitment fees are 0.25% of the unused portion of the
credit line. At September 30, 2003, there was no outstanding balance due under
the credit facility.
-9-
As of September 30, 2003, principal payments on debt are due as
follows (in thousands):
2003-2008 -
2009 305,000
--------
$305,000
========
8. CONTINGENCIES
-------------
ENVIRONMENTAL
All material environmental remediation liabilities for non-capital
expenditures, which are probable and estimable, are recorded in the financial
statements based on current technologies and current environmental standards at
the time of evaluation. Adjustments are made when additional information is
available that suggests different remediation methods or periods may be required
and affect the total cost. The best estimate of the probable cost within a range
is recorded; however, if there is no best estimate, the low end of the range is
recorded and the range is disclosed.
OREGON STEEL DIVISION
In May 2000, the Company entered into a Voluntary Clean-up
Agreement with the Oregon Department of Environmental Quality ("DEQ") committing
the Company to conduct an investigation of whether, and to what extent, past or
present operations at the Company's steel plate mill in Portland, Oregon
("Portland Mill") may have affected sediment quality in the Willamette River.
Based on preliminary findings, the DEQ has requested the Company to begin a full
remedial investigation ("RI"), including areas of investigation throughout the
Portland Mill, and implement source control as required. As of September 30,
2003, the accrued liability for the estimated costs of RI study is $865,000. The
Company has also recorded a $865,000 receivable for insurance proceeds that are
expected to cover these RI costs because the Company's insurer is defending this
matter, subject to a standard reservation of rights, and is paying these RI
costs as incurred. Based upon the results of the RI, the DEQ may require the
Company to incur costs associated with additional phases of investigation,
remedial action or implementation of source controls, which could have a
material adverse effect on the Company's results of operations because it may
cause costs to exceed available insurance or because insurance may not cover
those particular costs. The Company is unable at this time to determine if the
likelihood of an unfavorable outcome or loss is either probable or remote, or to
estimate a dollar amount range for a potential loss.
In a related matter, in December 2000, the Company received a general
notice letter from the U.S. Environmental Protection Agency ("EPA"), identifying
it, along with 68 other entities, as a potentially responsible party ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") with respect to contamination in a portion of the Willamette River
that has been designated as the "Portland Harbor Superfund Site." The letter
advised the Company that it may be liable for costs of remedial investigation
and remedial action at the site (which liability, under CERCLA, is joint and
several with other PRPs) as well as for natural resource damages that may be
associated with any releases of contaminants (principally at the Portland Mill
site) for which the Company has liability. At this time, nine private and public
entities have signed an Administrative Order of Consent ("AOC") to perform a
remedial investigation/feasibility study ("RI/FS") of the Portland Harbor
Superfund Site under EPA oversight. The RI/FS is expected to take three to five
years to complete. The Company is a member of the Lower Willamette Group, which
is funding that investigation, and it signed a Coordination and Cooperation
Agreement with the EPA that binds it to all terms of the AOC. In June 2003, the
Company signed a Funding and Participation Agreement whereby it, with nine other
industrial and municipal parties, agreed to fund a joint effort with the
federal, state and tribal trustees to study potential natural resources damages
in the Portland Harbor. This effort is expected to last until 2006, although the
Company has reserved the right to withdraw from the agreement after one year. As
a best estimate of the RI/FS costs and natural resource damage study costs for
years after 2003, the Company has accrued a liability of $1.3 million as of
September 30, 2003. The Company has also recorded a $1.3 million receivable for
insurance proceeds that are expected to cover these RI/FS and study costs
because the Company's insurer is defending this matter, subject to a standard
reservation of rights, and is paying these RI/FS and study costs as incurred. At
the conclusion of the RI/FS, the EPA will issue a Record of Decision setting
forth any remedial action that it requires to be implemented by identified PRPs.
A determination that the Company is a PRP could cause the Company to incur costs
associated with remedial action, natural resource damage and natural resource
restoration, the costs of which may exceed available insurance or which
-10-
may not be covered by insurance, which therefore could have a material adverse
effect on the Company's results of operations. The Company is unable to estimate
a dollar amount range for any related remedial action that may be implemented by
the EPA, or natural resource damages and restoration that may be sought by
federal, state and tribal natural resource trustees.
RMSM DIVISION
In connection with the acquisition of the steelmaking and finishing
facilities located at Pueblo, Colorado ("Pueblo Mill"), CF&I accrued a liability
of $36.7 million for environmental remediation related to the prior owner's
operations. CF&I believed this amount was the best estimate of costs from a
range of $23.1 million to $43.6 million. CF&I's estimate of this liability was
based on two remediation investigations conducted by environmental engineering
consultants, and included costs for the Resource Conservation and Recovery Act
facility investigation, a corrective measures study, remedial action, and
operation and maintenance associated with the proposed remedial actions. In
October 1995, CF&I and the Colorado Department of Public Health and Environment
("CDPHE") finalized a postclosure permit for hazardous waste units at the Pueblo
Mill. As part of the postclosure permit requirements, CF&I must conduct a
corrective action program for the 82 solid waste management units at the
facility and continue to address projects on a prioritized corrective action
schedule which substantially reflects a straight-line rate of expenditure over
30 years. The State of Colorado mandated that the schedule for corrective action
could be accelerated if new data indicated a greater threat existed to the
environment than was presently believed to exist. At September 30, 2003, the
accrued liability was $27.9 million, of which $21.7 million was classified as
non-current on the consolidated balance sheet.
The CDPHE inspected the Pueblo Mill in 1999 for possible environmental
violations, and in the fourth quarter of 1999 issued a Compliance Advisory
indicating that air quality regulations had been violated, which was followed by
the filing of a judicial enforcement action ("Action") in the second quarter of
2000. In March 2002, CF&I and CDPHE reached a settlement of the Action, which
was approved by the court (the "State Consent Decree"). The State Consent Decree
provided for CF&I to pay $300,000 in penalties, fund $1.5 million of community
projects, and to pay approximately $400,000 for consulting services. CF&I is
also required to make certain capital improvements expected to cost
approximately $25 million, including converting to the new single New Source
Performance Standards Subpart AAa ("NSPS AAa") compliant furnace discussed
below. The State Consent Decree provides that the two existing furnaces will be
permanently shut down approximately 16 months after the issuance of a Prevention
of Significant Deterioration ("PSD") air permit. CF&I applied for the PSD permit
in April 2002, and the draft permit was issued for public comment on October 2,
2003.
In May 2000, the EPA issued a final determination that one of the two
electric arc furnaces at the Pueblo Mill was subject to federal NSPS AA. This
determination was contrary to an earlier "grandfather" determination first made
in 1996 by CDPHE. CF&I appealed the EPA determination in the federal Tenth
Circuit Court of Appeals, and that appeal is pending. CF&I has negotiated a
settlement of this matter with the EPA. Under that agreement and overlapping
with the commitments made to the CDPHE described above, CF&I committed to the
conversion to the new NSPS AAa compliant furnace (demonstrating full compliance
21 months after permit approval and expected to cost, with all related emission
control improvements, approximately $25 million), and to pay approximately
$450,000 in penalties and fund certain supplemental environmental projects and
undertake additional environmental projects valued at approximately $1.1
million, including the installation of certain pollution control equipment at
the Pueblo Mill. The above mentioned expenditures for supplemental environmental
projects will be both capital and non-capital expenditures. On April 9, 2003,
the EPA filed a proposed Federal Consent Decree, now subject to public comment,
which, if approved by the court, will fully resolve all NSPS and PSD issues. At
that time CF&I will dismiss its appeal against the EPA. The Court is likely to
approve the settlement, but is awaiting a legal memorandum on a narrow issue
from the EPA before taking final action.
In response to the CDPHE settlement and the resolution of the EPA
action, CF&I expensed $2.8 million in 2001 for possible fines and non-capital
related expenditures since the settlement. As of September 30, 2003, the accrued
liability was $1.2 million.
As noted above, as part of the settlement with the CDPHE and the EPA,
CF&I is required to install one new electric arc furnace and the two existing
furnaces, with a combined melting and casting capacity of approximately 1.2
million tons through two continuous casters, will be shut down. CF&I has
determined that the new single furnace operation would not have the capacity to
support a two caster operation, and as a result, one caster and the related
assets with a book value of $9.2 million was written off in the quarter ending
June 30, 2003. See Note 9, "Asset Impairments" for a description of this charge.
In December 2001, the State of Colorado issued a Title V air emission
permit to CF&I under the Clean Air Act ("CAA") requiring that the furnace
subject to the EPA action operate in compliance with NSPS AA standards. This
permit was
-11-
modified in April 2002 to incorporate the longer compliance schedule that is
part of the settlement with the CDPHE and the EPA. In September 2002, the
Company submitted a request for a further extension of certain Title V
compliance deadlines, consistent with a joint petition by the State and the
Company for an extension of the same deadlines in the State Consent Decree. This
modification gives CF&I adequate time to convert to a single NSPS AAa compliant
furnace. Any decrease in steelmaking production during the furnace conversion
period when both furnaces are expected to be shut down will be offset by
increasing production prior to the conversion period by building up
semi-finished steel inventory and, if necessary, purchasing semi-finished steel
("billets") for conversion into rod products at spot market prices. Pricing and
availability of billets is subject to significant volatility. However, the
Company believes that near term supplies of billets will continue to be
available in sufficient quantities at favorable prices.
In a related matter, in April 2000, the United Steelworkers of America
("Union") filed suit in U.S. District Court in Denver, Colorado, asserting that
the Company and CF&I had violated the CAA at the Pueblo Mill for a period
extending over five years. The Union sought declaratory judgement regarding the
applicability of certain emission standards, injunctive relief, civil penalties
and attorney's fees. On July 6, 2001, the presiding judge dismissed the suit.
The 10th Circuit Court of Appeals on March 3, 2003 reversed the District Court's
dismissal of the case and remanded the case for further hearing to the District
Court. The Union has amended its complaint in the case raising additional PSD
permit issues. While the Company does not believe the suit will have a material
adverse effect on its results of operations, the result of litigation, such as
this, is difficult to predict and an adverse outcome with significant penalties
is possible. It is not presently possible to estimate the liability if there is
ultimately an adverse determination on remand.
LABOR MATTERS
The labor contract at CF&I expired on September 30, 1997. After a brief
contract extension intended to help facilitate a possible agreement, on October
3, 1997, the Union initiated a strike at CF&I for approximately 1,000 bargaining
unit employees. The parties, however, failed to reach final agreement on a new
labor contract due to differences on economic issues. As a result of contingency
planning, CF&I was able to avoid complete suspension of operations at the Pueblo
Mill by utilizing a combination of new hires, striking employees who returned to
work, contractors and salaried employees.
On December 30, 1997, the Union called off the strike and made an
unconditional offer on behalf of its members to return to work. At the time of
this offer, because CF&I had permanently replaced the striking employees, only a
few vacancies existed at the Pueblo Mill. Since that time, vacancies have
occurred and have been filled by formerly striking employees ("Unreinstated
Employees"). As of September 30, 2003, approximately 815 Unreinstated Employees
have either returned to work or have declined CF&I's offer of equivalent work.
At September 30, 2003, approximately 135 Unreinstated Employees remain
unreinstated.
On February 27, 1998, the Regional Director of the National Labor
Relations Board ("NLRB") Denver office issued a complaint against CF&I, alleging
violations of several provisions of the National Labor Relations Act ("NLRA").
On August 17, 1998, a hearing on these allegations commenced before an
Administrative Law Judge ("Judge"). Testimony and other evidence were presented
at various sessions in the latter part of 1998 and early 1999, concluding on
February 25, 1999. On May 17, 2000, the Judge rendered a decision which, among
other things, found CF&I liable for certain unfair labor practices and ordered
as remedy the reinstatement of all 1,000 Unreinstated Employees, effective as of
December 30, 1997, with back pay and benefits, plus interest, less interim
earnings. Since January 1998, the Company has been returning unreinstated
strikers to jobs as positions became open. As noted above, there were
approximately 135 Unreinstated Employees as of September 30, 2003. On August 2,
2000, CF&I filed an appeal with the NLRB in Washington, D.C. A separate hearing
concluded in February 2000, with the judge for that hearing rendering a decision
on August 7, 2000, that certain of the Union's actions undertaken since the
beginning of the strike did constitute misconduct and violations of certain
provisions of the NLRA. The Union has appealed this determination to the NLRB.
In both cases, the non-prevailing party in the NLRB's decision will be entitled
to appeal to the appropriate U.S. Circuit Court of Appeals. CF&I believes both
the facts and the law fully support its position that the strike was economic in
nature and that it was not obligated to displace the properly hired replacement
employees. The Company does not believe that final judicial action on the strike
issues is likely for at least two to three years.
In the event there is an adverse determination of these issues,
Unreinstated Employees could be entitled to back pay, including benefits, plus
interest, from the date of the Union's unconditional offer to return to work
through the date of their reinstatement or a date deemed appropriate by the NLRB
or an appellate court. The number of Unreinstated Employees entitled to back pay
may be limited to the number of past and present replacement workers; however,
the Union might assert that all Unreinstated Employees should be entitled to
back pay. Back pay is generally determined by the quarterly earnings of those
working less interim wages earned elsewhere by the Unreinstated Employees. In
addition to other considerations, each Unreinstated Employee has a duty to take
reasonable steps to mitigate the liability for back pay by seeking employment
-12-
elsewhere that has comparable working conditions and compensation. Any estimate
of the potential liability for back pay will depend significantly on the ability
to assess the amount of interim wages earned by these employees since the
beginning of the strike, as noted above. Due to the lack of accurate information
on interim earnings for both reinstated and Unreinstated Employees and sentiment
of the Union towards the Company, it is not currently possible to obtain the
necessary data to calculate possible back pay. In addition, the NLRB's findings
of misconduct by the Union may mitigate any back pay award with respect to any
Unreinstated Employees proven to have taken part or participated in acts of
misconduct during and after the strike. Thus, it is not presently possible to
estimate the liability if there is ultimately an adverse determination against
CF&I. An ultimate adverse determination against CF&I on these issues may have a
material adverse effect on the Company's consolidated financial condition,
results of operations, or cash flows. The Company does not intend to agree to
any settlement of this matter that will have a material adverse effect on the
Company. In connection with the ongoing labor dispute, the Union has undertaken
certain activities designed to exert public pressure on the Company. Although
such activities have generated some publicity in news media, the Company
believes that they have had little or no material impact on its operations.
OTHER COMMITMENTS AND CONTINGENCIES
Effective January 8, 1990, the Company entered into an agreement, which
was subsequently amended on December 7, 1990 and again on April 3, 1991, to
purchase a base amount of oxygen produced at a facility located at the Company's
Portland Mill. The oxygen facility is owned and operated by an independent third
party. The agreement expires in August 2011 and specifies that the Company will
pay a base monthly charge that is adjusted annually based upon a percentage
change in the Producer Price Index. The monthly base charge at September 30,
2003 was approximately $122,000. A similar contract to purchase oxygen for the
Pueblo Mill was entered into on February 2, 1993 by CF&I, and was subsequently
amended on August 4, 1994. The agreement expires in January 2013 and specifies
that CF&I will pay a base monthly charge that is adjusted annually based upon a
percentage change in the Producer Price Index. The monthly base charge at
September 30, 2003 was $116,000.
The oxygen facility at the Portland Mill exists primarily for the melt
shop assets, which were shut down in May 2003. See Note 9 "Asset Impairments."
The Company continues to record the monthly expense associated with this
contract.
In June 1999, a wholly-owned subsidiary of the Company and Feralloy
Oregon Corporation ("Feralloy") formed Oregon Feralloy Partners (the "Joint
Venture") to construct a temper mill and a cut-to-length ("CTL") facility
("Facility") with an annual stated capacity of 300,000 tons to process CTL plate
from steel coil produced at the Company's Portland Mill. The Facility commenced
operations in May 2001. The Company has a 60% economic interest and Feralloy,
the managing partner, has a 40% economic interest in the Joint Venture. Each
partner holds 50% voting rights as owners of the Joint Venture. The Company is
not required to, nor does it currently anticipate it will, make other
contributions of capital to fund operations of the Joint Venture. However, the
Company is obligated to supply not less than 15,000 tons per month of steel coil
for processing through the Facility. In the event that the three-month rolling
average of steel coil actually supplied for processing is less than 15,000 tons
per month and the Joint Venture operates at less than breakeven (as defined in
the Joint Venture agreement), then the Company is required to make a payment to
the Joint Venture at the end of the three-month period equal to the shortfall.
As of September 30, 2003, no such payments were required or made.
9. ASSET IMPAIRMENTS
-----------------
In May 2003, the Company shut down its Portland Mill melt shop. The
determination to close the melt shop was based on 1) the Company's current
ability to obtain semi-finished slab through purchases from suppliers on the
open market, and 2) high energy and raw material costs and the yield losses
associated with the inefficient casting technology in use at the Portland Mill.
The Company has forecasted that future semi-finished slab purchases for the
Portland Mill, combined with existing inventory on hand, will meet the
production needs of the Portland Mill finishing operation for the remainder of
2003 and into the foreseeable future. The Company intends to maintain the melt
shop in sufficient condition for a possible restart if market conditions change.
In connection with the melt shop closure, the Company has determined
the value of the related assets to be impaired. Accordingly, the Company
recorded a pre-tax impairment charge to earnings of $27.0 million for the melt
shop and other related assets in the quarter ended June 30, 2003. Of this
impairment charge recognized, $18.3 million represented impairment of fixed
assets and $8.4 million pertained to reduction of dedicated stores and operating
supplies to net realizable value. Following the impairment charge, the carrying
value of the fixed assets was approximately $1.4 million. The fair value of the
impaired fixed assets was determined using the Company's estimate of market
prices for similar assets.
-13-
As noted in Note 8 above, as part of the settlement with the CDPHE and
the EPA, CF&I is required to install one new electric arc furnace, and thus the
two existing furnaces with a combined melting and casting capacity of
approximately 1.2 million tons through two continuous casters will be shut down.
CF&I has determined that the new single furnace operation will not have the
capacity to support a two caster operation and therefore CF&I has determined
that one caster and other related assets have no future service potential.
Accordingly, the Company recorded a pre-tax impairment charge to earnings of
$9.2 million in the quarter ended June 30, 2003. Of this impairment charge
recognized, $8.2 million represented impairment of fixed assets and $1.0 million
pertained to reduction of related stores items to net realizable value. Because
it is believed the caster has no salvage value, the carrying value of the fixed
assets was zero after the effect of the impairment charge.
-14-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
- -------
The following information contains forward-looking statements, which
are subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements made in this report that are not statements of
historical fact are forward-looking statements. Forward-looking statements made
in this report can be identified by forward-looking words such as, but not
limited to, "expect," "anticipate," "believe," "intend," "plan," "seek,"
"estimate," "continue," "may," "will," "would," "could," and similar
expressions. These forward-looking statements are subject to risks and
uncertainties and actual results could differ materially from those projected.
These risks and uncertainties include, but are not limited to, general business
and economic conditions; competitive products and pricing, as well as
fluctuations in demand; the supply of imported steel and subsidies provided by
foreign governments to support steel companies domiciled in their countries;
changes in U.S. or foreign trade policies affecting steel imports or exports;
potential equipment malfunction; work stoppages; plant construction and repair
delays; reduction in electricity supplies and the related increased costs and
possible interruptions of supply; changes in the availability and costs of raw
materials and supplies used by the Company; costs of environmental compliance
and the impact of governmental regulations; risks related to the outcome of the
pending Union dispute; and failure of the Company to predict the impact of lost
revenues associated with interruption of the Company's, its customers' or
suppliers' operations.
The consolidated financial statements include the accounts of the Company
and its subsidiaries, which include wholly-owned Camrose Pipe Corporation, which
through ownership in another corporation holds a 60% interest in Camrose Pipe
Company ("Camrose"); and 87% owned New CF&I, which owns a 95.2% interest in
CF&I. The Company also directly owns an additional 4.3% interest in CF&I. In
January 1998, CF&I assumed the trade name Rocky Mountain Steel Mills. All
significant intercompany balances and transactions have been eliminated.
The Company currently has two aggregated operating divisions known as the
Oregon Steel Division and the RMSM Division. The Oregon Steel Division is
centered at the Portland Mill. In addition to the Portland Mill, the Oregon
Steel Division includes the Napa Pipe Mill, the Camrose Pipe Mill and Columbia
Structural Tubing (a structural tubing and slitting facility). The RMSM
Division consists of the steelmaking and finishing facilities of the Pueblo
Mill, as well as certain related operations.
The Company expects to ship approximately 1.7 million tons of product
during 2003. The Oregon Steel Division anticipates that it will ship
approximately 280,000 tons of welded pipe and approximately 500,000 tons of
plate and coil products during 2003. The product mix, in terms of tons, is
expected to shift from 51% of welded pipe and 49% of plate and coil in 2002, to
approximately 35% and 65%, respectively in 2003. This shift in product mix has
had a material negative impact on the 2003 average sales price and operating
income for the division. The RMSM Division anticipates that it will ship
approximately 370,000 tons of rail, approximately 470,000 tons of rod and bar
products, and 49,000 tons of seamless pipe. While the Company anticipates that
product category average selling prices at the RMSM Division will be similar in
2003 as in 2002, higher raw material and energy costs have had a material
negative impact on the operating income for the division. Accordingly, the
Company expects consolidated operating income to be significantly lower in 2003
versus 2002. However, the Company expects liquidity to remain adequate through
2003 unless there is a substantial negative change in overall economic markets.
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth, by division, tonnage sold, sales and average
selling price per ton:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
--------- ---------- ----------- ------------
Total tonnage sold:
Oregon Steel Division:
Plate and Coil 146,100 113,500 380,600 367,700
Welded Pipe 68,000 125,300 198,200 336,700
---------- ---------- ----------- ----------
Total Oregon Steel 214,100 238,800 578,800 704,400
---------- ---------- ------------ ----------
Division
RMSM Division:
Rail 76,800 88,900 276,600 288,700
Rod and Bar 124,700 108,100 357,600 328,400
Seamless Pipe (FN1) 15,600 11,400 39,800 20,700
Semi-finished -- -- -- 2,600
---------- ---------- ----------- ----------
Total RMSM Division 217,100 208,400 674,000 640,400
---------- ---------- ----------- ----------
Total Company 431,200 447,200 1,252,800 1,344,800
========== ========== =========== ==========
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Product sales (in thousands): (FN2)
Oregon Steel Division $ 94,491 $ 139,670 $ 270,299 $ 384,518
RMSM Division 82,927 79,434 253,270 240,261
---------- ---------- ---------- ----------
Total Company $ 177,418 $ 219,104 $ 523,569 $ 624,779
========== ========== ========== ==========
Average selling price per ton: (FN2)
Oregon Steel Division $ 441 $ 585 $ 467 $ 546
RMSM Division $ 382 $ 381 $ 376 $ 375
Company Average $ 411 $ 490 $ 418 $ 465
(FN1) The Company suspended operation of the seamless pipe mill in November of
2001 to April 2002.
(FN2) Product sales and average selling price per ton exclude freight revenues
for the three and nine months ended September 30, 2003 and 2002.
SALES. Consolidated sales decreased $45.7 million, or 19.5%, to $188.8
million, and $110.5 million, or 16.6%, to $554.4 million for the three and nine
months ended September 30, 2003, respectively, over the same periods in 2002.
Included in the consolidated sales is $11.4 million and $30.8 million in freight
revenue for the three and nine months ended September 30, 2003, compared to
$15.4 million and $40.1 million in the consolidated sales of 2002. Shipments for
the three and nine months ended September 30, 2003 were down 3.6% at 431,200
tons with an average selling price of $411 per ton and 6.8% at 1,252,800 tons
with an average selling price of $418 per ton, respectively. This is compared to
447,200 tons with an average selling price of $490 per ton and 1,344,800 tons
with an average selling price of $465 per ton, during the corresponding 2002
periods. The decrease in both product sales and average selling prices was
primarily the result of reduced shipments of large diameter pipe product at the
Oregon Steel Division.
OREGON STEEL DIVISION. The division's product sales of $94.5 million and
$270.3 million decreased 32.3% and 29.7% for the three and nine months ended
September 30, 2003, compared to $139.7 million and $384.5 million for the same
periods in 2002. For the three and nine months ended September 30, 2003, the
division shipped 214,100 tons and 578,800 tons of plate, coil and welded pipe
products at an average selling price of $441 and $467 per ton, compared to
238,800 tons and 704,400 tons of product at an average selling price of $585 and
$546 per ton for the same periods in 2002. The decrease in both product sales
and average selling prices was the result of a decrease in shipments of higher
priced welded pipe products.
RMSM DIVISION. The division's product sales of $82.9 million and $253.3
million increased 4.4% and 5.4% for the three and nine months ended September
30, 2003, compared to $79.4 million and $240.3 million for the same periods in
2002. For the three and nine months ended September 30, 2003, the division
shipped 217,100 tons and 674,000 tons of rail, rod and bar, seamless pipe and
semi-finished products at an average selling price of $382 and $376 per ton,
respectively, compared to 208,400 tons and 640,400 tons of product at an average
selling price of $381 and $375 per ton for the same periods in 2002. The
increase in sales is due primarily to increased shipments of seamless pipe and
rod and bar products, partially offset by a decrease in rail shipments.
GROSS PROFITS. Gross profit was $0.07 million and $6.0 million for the
three and nine months ended September 30, 2003, respectively, or 0.0% and 1.1%
of total sales, compared to gross profit of $35.5 million and $91.1 million, or
15.1% and 13.7% of total sales, for the same periods in 2002. The decrease was
primarily attributed to higher raw material costs (purchased slab and scrap),
higher energy costs at the RMSM Division, and decreased shipments of welded pipe
products at the Napa Pipe Mill.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses ("SG&A") of $13.6 million and $38.6 million for the
three and nine months ended September 30, 2003, respectively, decreased by 4.3%
and 12.7%, from $14.2 million and $44.1 million for the corresponding periods of
2002. The decrease for the quarter was due primarily to a decrease in shipping
and handling costs of $1.2 million partially offset by an increase in general
and administrative costs of $0.6 million caused primarily by employee severance
payments. The decrease for the nine months ended September 30, 2003 was due to a
decrease in shipping and handling costs of $3.8 million and a decrease in
general and administrative costs of $1.7 million primarily attributable to a
decrease in legal fees paid and bad debt expense. Selling, general and
administrative expenses increased as a percentage of total sales to 7.2% and
7.0% for the three and nine months ended September 30, 2003, from 6.1% and 6.6%
in the corresponding periods of 2002.
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INTEREST EXPENSE. Total interest expense decreased $2.2 million and $2.6
million for the three and nine months ended September 30, 2003, respectively, as
compared to the corresponding periods in 2002. The Company issued its 10% First
Mortgage Notes due 2009 ("10% Notes") on July 15, 2002 in order to refinance its
11% First Mortgage Notes due 2003 ("11% Notes"). Higher interest expense in the
2002 periods was primarily due to the higher interest rate of the 11% Notes. In
addition, the Company incurred increased interest expense during the third
quarter of 2002 because the 11% Notes were outstanding concurrently with the 10%
Notes for the period of July 15 to August 14, 2002.
INCOME TAX EXPENSE. The effective income tax expense rate was 2.3% and the
benefit rate was 7.9% for the three and the nine months ended September 30,
2003, respectively, as compared to the tax expense rate of 39.6% and 42.8% in
the corresponding periods in 2002. The effective income tax rate for the first
nine months of 2003 varied from the combined state and federal statutory rate
principally because the Company established a valuation allowance for certain
federal and state net operating loss carry-forwards, state tax credits, and
alternative minimum tax credits. SFAS No. 109, "ACCOUNTING FOR INCOME TAXES,"
requires that tax benefits for federal and state net operating loss
carry-forwards, state tax credits, and alternative minimum tax credits be
recorded as an asset to the extent that management assesses the utilization of
such assets to be "more likely than not"; otherwise, a valuation allowance is
required to be recorded. Based on this guidance, the Company recorded valuation
allowances of $9.2 million and $26.7 million for the three and nine months ended
September 30, 2003, respectively, due to uncertainties regarding the realization
of these deferred tax assets. The Company will continue to evaluate the need for
valuation allowances in the future. Changes in estimated future taxable income
and other underlying factors may lead to adjustments to the valuation allowance.
Liquidity and Capital Resources
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At September 30, 2003, the Company's liquidity, comprised of cash, cash
equivalents, and funds available under its revolving credit agreement ("Credit
Agreement")of $45.7 million, totaled approximately $68.4 million, compared to
$94.9 million at December 31, 2002.
Net working capital at September 30, 2003 decreased $43.8 million
compared to December 31, 2002, reflecting a $67.8 million decrease in current
assets and a $24.0 million decrease in current liabilities. The decrease in
current assets was primarily due to a decrease in cash, accounts receivable, and
inventories of $10.4 million, $20.9 million, and $41.2 million, respectively,
offset by a $4.7 million increase in deferred tax. The decrease in accounts
receivable was attributable to a January 2003 completion of a contract with Kern
River Gas Transmission Company for the manufacture of welded pipe in the Oregon
Steel Division and an increased effort in the collection of receivables at the
RMSM Division. Inventory decreased primarily due to a decrease in semi-finished
inventory at the Portland Mill of $15.0 and due to a decrease in other finished
inventories as a result of lower market demand. The decrease in current
liabilities was primarily due to 1) a $15.3 million payment of bond interest and
2) the timing of $8.3 million of sales tax payables from the Napa Pipe Mill.
Net cash used in investing activities in the first nine months of 2003
totaled $14.8 million compared to $10.5 million in the same period of 2002. The
increase was in part due to a $4.0 million decrease in other assets.
Net cash used in financing activities in the first nine months of 2003
was $1.5 million compared to $10.9 million used in the first nine months of
2002. Net cash used in financing activities during the first nine months of 2002
was primarily for issue costs of the Company's 10% Notes issued July 15, 2002.
Net working capital at September 30, 2003 decreased $43.8 million
compared to December 31, 2002, reflecting a $67.8 million decrease in current
assets and a $24.0 million decrease in current liabilities. The decrease in
current assets was primarily due to a decrease in cash, accounts receivable, and
inventories of $10.4 million, $20.9 million, and $41.2 million, respectively,
offset by a $4.7 million increase in deferred tax. The decrease in accounts
receivable was attributable to a January 2003 completion of a contract with Kern
River Gas Transmission Company for the manufacture of welded pipe in the Oregon
Steel Division and an increased effort in the collection of receivables at the
RMSM Division. Inventory decreased primarily by $15.0 million of semi-finished
inventory at the Portland Mill and a decrease of other finished inventories as a
result of lower market demand. The decrease in current liabilities was primarily
due to 1) a $15.3 million payment of bond interest and 2) the timing of $8.3
million of sales tax payables from the Napa Pipe Mill.
As of September 30, 2003, principal payments on debt are due as follows
(in thousands):
2003-2008 --
2009 305,000
--------
$305,000
========
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On July 15, 2002 the Company issued $305 million of 10% Notes in a private
offering at a discount of 98.772% and an interest rate of 10%. Interest is
payable on January 15 and July 15 of each year. The proceeds of this issuance
were used to redeem the Company's 11% Notes (including interest accrued from
June 16, 2002 until the redemption date of August 14, 2002), refinance its
existing credit agreement, and for working capital and general corporate
purposes. As of September 30, 2003, the Company had outstanding $305 million of
principal under the 10% Notes, which bear interest at 10%. Two subsidiaries of
the Company, New CF&I, Inc. and CF&I Steel, L.P. (the "Guarantors"), guarantee
the 10% Notes. The 10% Notes and the guarantees are secured by a lien on
substantially all the property, plant and equipment and certain other assets of
the Company (exclusive of Camrose) and the Guarantors. The collateral does not
include, among other things, accounts receivable and inventory. The Indenture
under which the 10% Notes are issued contains restrictions on new indebtedness
and various types of disbursements, including dividends, based on the cumulative
amount of the Company's net income as defined. Under these restrictions, there
was no amount available for cash dividends at September 30, 2003. In addition,
the Company cannot pay cash dividends under its Credit Agreement without prior
approval from its lenders.
As of September 30, 2003, the Company, New CF&I, Inc., CF&I Steel, L.P.,
and Colorado and Wyoming Railway Company are borrowers under the $65 million
Credit Agreement, which will expire on June 30, 2005. At September 30, 2003, the
maximum amount available was the lesser of $60 million or the sum of the product
of the Company's eligible domestic accounts receivable and inventory balances
and specified advance rates. The Credit Agreement is secured by these assets in
addition to a security interest in certain equity and intercompany interests of
the Company. Amounts under the Credit Agreement bear interest based on either
(1) the prime rate plus a margin ranging from 0.25% to 1.00%, or (2) the
adjusted LIBO rate plus a margin ranging from 2.50% to 3.25%. Unused commitment
fees range from 0.25% to 0.50%. As of September 30, 2003, there was no
outstanding balance due under the Credit Agreement. As of September 30, 2003,
the average interest rate for the Credit Agreement was 4.8%. The unused line
fees were 0.50%. The margins and unused commitment fees will be subject to
adjustment within the ranges discussed above based on a quarterly leverage
ratio. The Credit Agreement contains various restrictive covenants including a
minimum consolidated tangible net worth amount, a minimum earnings before
interest, taxes, depreciation and amortization ("EBITDA") amount, a minimum
fixed charge coverage ratio, limitations on maximum annual capital and
environmental expenditures, a borrowing availability limitation relating to
inventory, limitations on stockholder dividends and limitations on incurring new
or additional debt obligations other than as allowed by the Credit Agreement. At
September 30, 2003, $5.0 million was restricted under the Credit Agreement,
$14.3 million was restricted under outstanding letters of credit, and $45.7
million was available for use.
On October 24, 2003 the Company determined it was in violation of one
of its Credit Agreement covenants, and on November 13, 2003, the Company entered
into an agreement with its lenders which waived the violation and amended the
minimum consolidated EBITDA, minimum fixed charge coverage ratio, maximum senior
debt ratio and minimum consolidated tangible net worth covenants as of October
31, 2003 and for each month through the maturity date of the facility.
Included in the Credit Agreement amendment above, the Company's ability to
draw letters of credit has been increased from $20 million to $25 million to
support issuance of letters of credit and similar contracts.
Camrose maintains a (CDN) $15 million revolving credit facility with a
Canadian bank, the proceeds of which may be used for working capital and general
business purposes by Camrose. The facility is collateralized by substantially
all of the assets of Camrose, and borrowings under this facility are limited to
an amount equal to the sum of the product of specified advance rates and
Camrose's eligible trade accounts receivable and inventories. This facility
expires in September 2005. At the Company's election, interest is payable based
on either the bank's Canadian dollar prime rate, the bank's U.S. dollar prime
rate, or LIBOR. As of September 30, 2003, the interest rate of this facility was
4.5%. Annual commitment fees are 0.25% of the unused portion of the credit line.
At September 30, 2003, there was no outstanding balance due under the credit
facility.
During the first nine months of 2003, the Company expended
approximately $5.6 million and $9.9 million on capital projects at the Oregon
Steel Division and the RMSM Division, respectively. Despite the unfavorable net
results for the first nine months of 2003, the Company has been able to satisfy
its needs for working capital and capital expenditures through operations and in
part through its available cash on hand. The Company believes that its
anticipated needs for working capital and capital expenditures for the next
twelve months will be met from funds generated from operations, and if
necessary, from the available credit facility.
The Company's level of indebtedness presents other risks to investors,
including the possibility that the Company and its subsidiaries may be unable to
generate cash sufficient to pay the principal of and interest on their
indebtedness when due. In that event, the holders of the indebtedness may be
able to declare all indebtedness owing to them to be due and payable
immediately, and to proceed against their collateral, if applicable. These
actions would likely have a material adverse effect on the Company. In addition,
the Company faces potential costs and liabilities associated with environmental
compliance and
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remediation issues and the labor dispute at the Pueblo Mill. See Part 1,
"Consolidated Financial Statements - Note 8, Contingencies" of this quarterly
report for a description of those matters. Any costs or liabilities in excess of
those expected by the Company could have a material adverse effect on the
Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes.
ITEM 4. CONTROLS AND PROCEDURES
In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and
15d-15, the Company's management, under the supervision of the Chief Executive
Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the design and operation of the Company's disclosure controls and
procedures were effective. There has been no change in the Company's internal
controls over financial reporting that occurred during the Company's last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part 1, "Consolidated Financial Statements - Note 8, Contingencies"
for a discussion of the status of (a) the environmental issues at the Portland
Mill and RMSM, and (b) the status of the labor dispute at RMSM.
The Company is party to various other claims, disputes, legal actions and
other proceedings involving contracts, employment and various other matters. In
the opinion of management, the outcome of these matters should not have a
material adverse effect on the consolidated financial condition of the Company.
The Company maintains insurance against various risks, including certain
types of tort liability arising from the sale of its products. The Company does
not maintain insurance against liability arising out of waste disposal, on-site
remediation of environmental contamination or earthquake damage to its Napa Pipe
Mill and related properties because of the high cost of that coverage. There is
no assurance that the insurance coverage carried by the Company will be
available in the future at reasonable rates, if at all.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Employment Agreement dated August 1, 2003, between the Company and
James E. Declusion
10.2 Separation Agreement and General Release dated September 16, 2003,
between the Company and its subsidiaries and Joe E. Corvin
10.3 Amendment No. 3 to Credit Agreement dated as of September 26, 2003.
10.4 Amendment No. 4 to Credit Agreement dated as of November 13, 2003.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
(b) Reports on Form 8-K
On July 10, 2003, the Company filed a report on Form 8-K in
relation to the dismissal of PricewaterhouseCoopers LLP as the
Company's independent accountant and engagement of KPMG LLP as the
Company's new independent accountant.
On July 29, 2003, the Company filed a report on Form 8-K in
relation to a press release announcing the resignation of Joe
Corvin as President and Chief Executive Officer.
On August 1, 2003, the Company filed a report on Form 8-K in
relation to a press release announcing the appointment of Jim
Declusin as President and Chief Executive Officer.
On August 14, 2003, the Company filed a report on Form 8-K in
relation to a press release announcing its financial results for
the second quarter ended June 30, 2003.
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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 thereunto duly authorized.
OREGON STEEL MILLS, INC.
Date: November 14, 2003 /s/ Jeff S. Stewart
-----------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)
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OREGON STEEL MILLS, INC.
EXHIBIT INDEX
LIST OF EXHIBITS FILED WITH FORM 10-Q FOR THE PERIOD
ENDED SEPTEMBER 30, 2003
10.1 Employment Agreement dated August 1, 2003, between the Company and
James E. Declusion
10.2 Separation Agreement and General Release dated September 16, 2003,
between the Company and its subsidiaries and Joe E. Corvin
10.3 Amendment No. 3 to Credit Agreement dated as of September 26, 2003.
10.4 Amendment No. 4 to Credit Agreement dated as of November 13, 2003.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
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