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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 NO. 1-10244
WEIRTON STEEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1075442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 THREE SPRINGS DRIVE,
WEIRTON, WEST VIRGINIA 26062
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 304-797-2000
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT:
Common Stock, Par Value $0.01 Per Share OTC Bulletin Board
Preferred Stock, Series C Convertible OTC Bulletin Board
Redeemable, Par Value $0.10 Per Share
11 3/8% Notes due 2004 OTC Bulletin Board
10 3/4% Notes due 2005 OTC Bulletin Board
10% Senior Secured Notes due 2008 OTC Bulletin Board
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No: [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].
Based on the closing price as of June 30, 2003 the aggregate market value of
the voting stock held by nonaffiliates of the Registrant was $2,524,640. (The
foregoing calculation includes shares allocated under the Registrant's 1984 and
1989 Employee Stock Ownership Plans to the accounts of employees who are not
otherwise affiliates.)
The number of shares of Common Stock ($.01 par value) of the Registrant
outstanding as of April 14, 2004 was 42,279,313.
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the Registrant's definitive Proxy Statement filed
pursuant to Regulation 14A (filed within 120 days after the end of the fiscal
year covered hereby) in connection with the Registrant's 2004 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Annual Report
on Form 10-K to the extent provided herein.
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2
TABLE OF CONTENTS
ITEM
PAGE
----
PART I
1. Business 6
2. Properties 15
3. Legal Proceedings 17
4. Submission of Matters to a Vote of Security Holders 17
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 17
6. Selected Financial Data 18
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 20
7A. Quantitative and Qualitative Disclosures About Market Risk 28
8. Financial Statements and Supplementary Data 29
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 29
9A. Controls and Procedures 30
PART III
10. Directors and Executive Officers of the Registrant 30
11. Executive Compensation 30
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 30
13. Certain Relationships and Related Transactions 30
14. Principal Accounting Fees and Services 30
PART IV
15. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 31
SIGNATURES 33
EXHIBIT INDEX 34
FINANCIAL STATEMENT SCHEDULES 39
3
FORWARD LOOKING STATEMENTS
Certain statements in this report are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Weirton Steel
Corporation from time to time makes forward-looking statements in reports filed
with the Securities and Exchange Commission (the "SEC"). These forward-looking
statements may extend to matters such as statements concerning its projected
levels of sales, shipments and income, cash flows, pricing trends, anticipated
cost-reductions, product mix, anticipated capital expenditures and other future
plans and strategies. Weirton Steel Corporation and/or Weirton Steel Corporation
together with its consolidated subsidiaries are hereafter referred to as the
"Company," "Weirton," "we," "us" and "our."
As permitted by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, Weirton is identifying in this report important
factors that could cause Weirton's actual results to differ materially from
those projected in these forward-looking statements. These factors include, but
are not necessarily limited to:
Bankruptcy factors:
- our ability to continue as a going concern;
- our ability to operate pursuant to the terms of our Debtor-in-Possession
Loan Facility (the "DIP Facility") and to satisfy the covenants or obtain
waivers of the covenants under the DIP Facility and various other financing
obligations;
- our ability to obtain Court approval with respect to motions in the
Chapter 11 proceeding from time to time;
- our ability to negotiate, prosecute, confirm and consummate any plan of
reorganization with respect to our Chapter 11 case;
- risks associated with third parties seeking and obtaining court approval
to terminate or shorten the exclusivity period that we have in order to
propose and confirm a plan of reorganization, for the appointment of a
Chapter 11 trustee or to convert our case to a Chapter 7 case;
- our ability to sell in connection with our Chapter 11 case;
- our ability to obtain and maintain normal terms with vendors and service
providers;
- our ability to maintain contracts that are critical to our operations;
- our ability to maintain the services of managers and other key employees;
- our ability to maintain commercial position with strategic customers; and
- the potential adverse impact of the Chapter 11 case on our liquidity or
results of operations.
General factors:
- Weirton's highly leveraged capital structure and its ability to obtain
new capital at reasonable costs and terms;
- employment matters, including costs and uncertainties associated with
Weirton's collective bargaining agreements, and employee post-employment
and retirement obligations;
- the high capital requirements associated with integrated steel
facilities;
- availability, prices and terms associated with raw materials, supplies,
utilities and other services and items required by Weirton's operations;
- the sensitivity of Weirton's results to relatively small changes in the
prices it obtains for its products;
- intense competition, low-cost domestic steel producers, imports
(especially unfairly-traded imports) and substitute materials;
- whether Weirton will continue to operate under its current organizational
structure;
4
- the effects of the steel industry consolidation and how it relates to
Weirton;
- changes in customer spending patterns, supplier choices and demand for
steel products;
- the effect of planned and unplanned outages on Weirton's operations;
- the potential impact of strikes or work stoppages at facilities of
Weirton's customers and suppliers;
- the consolidation of many of Weirton's customers and suppliers;
- the significant costs associated with environmental controls and
remediation expenditures and the uncertainty of future environmental
control requirements;
- the effect of possible future closure or exit of businesses; and
- the effect of existing and possible future lawsuits filed against
Weirton.
The forward-looking statements included in this document are based on
information available to Weirton as of the date of this report. Weirton does not
undertake to update any forward-looking statements that may be made from time to
time by Weirton or its representatives.
5
PART I
ITEM 1. BUSINESS
OUR BUSINESS
We are a major integrated producer of flat-rolled carbon steel with
principal product lines consisting of tin mill products ("TMP") and sheet
products. TMP includes tin plate, chrome coated and black plate steels and are
consumed principally by the container and packaging industry for food cans,
general line cans and closure applications, such as caps and lids. shipments of
TMP accounted for 48% of revenue and 37% of tons shipped in 2003 compared to 46%
of revenue and 35% of tons shipped in 2002 and 49% of revenue and 36% of tons
shipped in 2001. Sheet products include hot and cold rolled and both hot-dipped
and electrolytic galvanized steel and are used in numerous end-use applications,
including among others the construction, appliance and automotive industries.
Sheet products accounted for 52% of revenue and 63% of tons shipped in 2003 and
54% of revenue and 65% of tons shipped in 2002 compared to 51% of revenue and
64% of tons shipped in 2001.
We are a Delaware corporation formed in 1982 with our offices and
production facilities located in Weirton, West Virginia. We and our predecessor
companies have been in the business of making and finishing steel products for
over 90 years. From 1929 to 1984, our business was operated as the Weirton Steel
Division of National Steel Corporation ("National"). We acquired our principal
operating assets from National in January 1984 and became a publicly traded
company in June 1989.
As an integrated steel producer, we produce carbon steel slabs in our
primary steel making operations from raw materials to industry and customer
specifications. In primary steel making, iron ore pellets, coke, limestone and
other raw materials are consumed in blast furnaces to produce molten iron or
"hot metal." We then convert the hot metal into liquid steel through basic
oxygen furnaces where impurities are removed, recyclable scrap is added and the
metallurgy of the product is customized and tested. Our basic oxygen process, or
"BOP," shop is one of the largest in North America, employing two vessels, each
with a steel making capacity of 360 tons per heat. Liquid steel from the BOP
shop is then formed into slabs through our multi-strand continuous caster. The
slabs are then reheated, reduced and finished into coils at our hot strip mill
and, in many cases, further cold reduced, plated or coated at our downstream
finishing operations. Our hot strip mill is one of the best in North America for
the production of tin mill product substrate and one of the few in the industry
that is capable of rolling both carbon and stainless steel substrate. See
"Properties."
From primary steel making through finishing operations, our assets are
focused on the production of tin plate, which is typically light gauge, narrow
width strip. We believe that our rolling and finishing equipment is near "best
in class" in the production of light gauge strip used in the manufacture of TMP
and other value-added products. Although, as a result of its 48" strip width
limitation, Weirton is not a full line supplier of sheet products to certain
markets such as automotive and appliance, our narrower strip capacity allows us
to produce light gauge products more efficiently than larger integrated
producers with rolling mills up to 80" in width. Consumers of light gauge,
narrow width sheet products recognize our commitment to these products and our
reliability of supply, which enhances the stability of our customer base. In
addition, our wide range of coatings, including galvanized, galvanneal, electro
and galfan, is designed to meet the needs of our demanding and diverse customer
base.
BANKRUPTCY PROCEEDINGS
On May 19, 2003, Weirton Steel Corporation filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of West Virginia (the "Court").
Weirton continues to manage its business as a debtor-in-possession. As a
debtor-in-possession, management is authorized to operate the business, but may
not engage in transactions outside the ordinary course of business without Court
approval. In connection with the filing of the Chapter 11 petition, Weirton has
obtained Court orders that authorize it to pay certain pre-petition liabilities
(such as employee wages and benefits, certain taxes and certain interest on
senior secured indebtedness) and to take certain actions intended to preserve
the going concern value of the business and enhance the prospects of
reorganization. In addition, Weirton has obtained Court orders that authorized
us to pay certain pre-petition liabilities for critical raw materials.
On October 7, 2003, Weirton filed a plan of reorganization to emerge from
bankruptcy as a stand-alone company which was modified on November 13, 2003. The
plan was subject to numerous conditions and uncertainties, including, among
other things, approval of its terms by the Court and creditors, achieving new
labor contracts with the Company's unions, and obtaining requisite financing and
certain federal guarantees.
6
On October 21, 2003, the Pension Benefit Guaranty Corporation ("PBGC")
filed a complaint to terminate as of that date , the Company's funded defined
benefit pension plan. On November 7, 2003, the Company consented to the
termination of its pension plan and the PBGC assumed all assets and liabilities
of the Plan as of that date. As a result, the Company's benefit obligations for
purposes of Statement of Financial Accounting Standard ("SFAS") 87 accounting
have been eliminated. The Company's accrued pension cost, which was $221 million
as of December 31, 2002, has been eliminated. However, the PBGC has filed a
claim against the Company in bankruptcy court for $825.1 million, equal to the
PBGC's estimate of the unfunded benefit liability. The Company has recorded
pension obligations of $825.1 million as part of liabilities subject to
compromise as of December 31, 2003. The Company anticipates that this claim will
be resolved in the course of bankruptcy proceedings.
On November 14, 2003, a group of lenders extended, and the Company
accepted, a commitment, subject to customary conditions, to provide financing to
consummate the reorganization plan, and December 16, 2003 was established as a
hearing date for confirmation of the reorganization plan by the Court. However,
on December 8, 2003, the Company announced that the confirmation hearing would
be postponed indefinitely.
As of December 31, 2003, the Company, was in violation of two restrictive
financial covenants under its DIP Facility, resulting in Events of Default. See
Note 6 of the December 31, 2003 audited financial statements for a more detailed
discussion of the terms and provisions of the DIP Facility. Due to the
cumulative nature of these covenants, violations also occurred in January and
February of 2004, and the Company anticipates that violations will continue on a
monthly basis going forward. Additionally, in January and February of 2004, the
Company violated a third restrictive covenant and also anticipates that it will
violate that covenant on an ongoing monthly basis. Following approval by the
Court on April 5, 2004 and the payment of required fees, waivers negotiated by
the Company with the DIP Facility lenders became effective covering the Events
of Default for the period through January 2004. As noted, unless the covenants
are amended, additional waivers will be necessary for the duration of the DIP
Facility. The Company can give no assurances that such waivers can be obtained
or approved or what their terms will include. Due to the covenant violations
discussed above, the Company is in cross default of its $27.7 million Vendor
Financing obligation and $2.8 million 6 1/4% Term Loan.
In light of operating difficulties ensuing at year-end (discussed below)
and its inability to reach satisfactory labor agreements with its principal
union, which agreements were vital to carrying out any plan of reorganization
and obtaining necessary financing, the Company determined it could not
consummate a standalone reorganization plan. As a result, the Company pursued
the alternative of an asset sale.
On February 18, 2004, the Company announced that it had reached a
definitive agreement and as of February 25, 2004, it entered into an Amended and
Restated Asset Purchase Agreement ("APA") with ISG Weirton Inc. and its parent
corporation, Cleveland-based International Steel Group (individually or with its
subsidiary ISG Weirton, Inc. "ISG"), pursuant to which the Company agreed to
sell substantially all its assets to ISG Weirton, Inc.for approximately $255.0
million, subject to purchase price adjustments in the APA, consisting of cash
and the assumption of certain liabilities. The transaction is subject to Court
approval and other conditions, including consideration of higher or otherwise
better offers. If approved and if all conditions precedent are met or if not
met, waived, the sale under the APA could be completed in the second quarter of
2004. On March 8, 2004, the Court approved certain bidding procedures,
establishing April 6 as the deadline for competing bids to be received, April 12
for an auction if competing bids were received. The APA entitles ISG, in the
event that it is not the successful bidder, and subject to certain other
conditions, to be paid expense reimbursements and break up fees aggregating
$5.24 million. To cover the payments and provide additional consideration of
$1.0 million to the Company, any competing bid was required to be at least $6.24
million above the ISG offer to purchase the assets that are the subject of the
APA.
On February 26, 2004, the Company's wholly owned subsidiary, FW Holdings,
Inc., which holds a capital lease for the steam and power generation facilities
used in the Company's operations, filed a voluntary petition with the Court
under Chapter 11. Also on February 26, 2004, another wholly owned subsidiary of
the Company, Weirton Venture Holdings Corporation, which holds a 50% interest in
WeBCo International, LLC, filed a voluntary petition under chapter 11 of the
Bankruptcy Code. Both of these cases are being jointly administered with the
bankruptcy case of the Company, and both of these subsidiaries are required to
sell all or substantially all of their assets pursuant to the APA.
On April 6, 2004, JP Morgan Trust Company, NA, in its capacity as
trustee under the Company's 10% Senior Notes due 2008 and Secured Pollution
Control Revenue Bonds of the City of Weirton, WV submitted on behalf of certain
named directing holders of those securities a credit bid letter to purchase,
subject to the terms and conditions of the letter, and an accompanying form of
Asset Purchase Agreement, substantially all the assets of the Company and its
subsidiaries for a total consideration of approximately $261.24 million (the
"Noteholders' Bid"). A meeting of
7
the Company's Board of Directors has been called for April 15, 2004 to consider
the Noteholders' bid and the terms of the APA with ISG, including any
intervening amendments to either, and to make recommendations to the Court for a
hearing scheduled for April 14, 2004 to determine a winning bid.
If the Company is unable to either complete the sale of the Company's
assets or continue with the plan of reorganization, it may be forced into
Chapter 7 liquidation.
RECENT BUSINESS DEVELOPMENTS
The Independent Steelworkers Union ("ISU"), which represents our
production and maintenance workers, clerical workers and nurses, gave written
notice to the Company, on April 3, 2004, of termination of existing labor
agreements with that union. The termination provisions of the labor agreements
covering the ISU provide that the agreements terminate at the expiration of
sixty (60) days after either party gives written notice of termination to the
other party.
Business conditions for 2003 remained challenging for the industry and
very difficult for the Company. The Company was adversely affected by the
numerous related effects of its bankruptcy, including declining liquidity,
vendor supply issues, management changes and the efforts required for
unsuccessful attempts to implement its reorganization plan by year end.
Although supported by tariffs on a broad range of steel products
imposed by the Bush Administration in March 2002 under Section 201 of the Trade
Practices Act of 1974, selling prices for commodity products such as hot roll
showed no significant improvement until late in 2003. Moreover, producers faced
accompanying increases in the costs of essential raw materials, including
natural gas, iron, scrap and coke so there was little opportunity for margin
improvement. Finally, in December 2003, after a mid-term review by the
International Trade Commission ("ITC"), the Administration terminated the
Section 201 tariff program.
Although the broader tariff program ended, the effects of several trade
cases on products important to the Company's business remain. In particular, in
February 2004, the ITC upheld on appeal an earlier decision that Japanese
producers sold TMP in domestic markets at prices that violated federal trade law
and injured the domestic steel industry. That ruling ensures that a 95% duty on
Japanese TMP, imposed in 2000, will continue at least through 2005
Despite the removal of tariffs, prices, particularly of commodity
products, continued to rise significantly into 2004, influenced primarily by
world trade conditions. In particular, surging demand for steel and related raw
materials in China have reduced levels of imported steel and, combined with
improving manufacturing rates in the United States, permitted domestic producers
to implement substantial price increases and surcharges. However, they have also
resulted in a world wide shortage of coke, a condition which was aggravated
seriously for domestic producers in December 2003 by an accident in a mine
supplying metallurgical coal (used in manufacturing coke) to the Company's
primary coke supplier. As a result, that supplier placed the Company and other
customers on reduced allocations of coke for an uncertain period, possibly into
mid 2004. In response to the shortage of coke, the Company began reducing its
operations during January 2004, which included idling the smaller of its two
blast furnaces. The Company normally utilizes approximately 1.2 million tons of
coke in its two blast furnace operation. Although deliveries from the affected
supplier began to approach normal volumes in March 2004, in the intervening
time, the Company was not able to replace the lost coke volumes in the spot
market, compounding its diminished coke supply.
Due to the coke shortage, in January 2004, after reserves were
exhausted, the Company began to reduce iron and steelmaking and certain related
finishing operations and to effect temporary layoffs. While they exist, these
operating reductions will offset, to some substantial degree, improvements in
the Company's liquidity and financial condition that would be expected from
improved selling prices.
8
PRINCIPAL PRODUCTS AND MARKETS
We have two principal product lines consisting of TMP and sheet steel
products.We had a tolling agreement with a stainless steel producer to convert
stainless slabs into stainless coils at our hot strip mill, however on October
10, 2003 the customer indicated that service under the tolling agreement would
be terminated in mid-January 2004.. The percentages of our total revenues
(excluding tolling revenues, which are not material to total revenue and have
historically been reported as a reduction of cost of sales) derived from the
sale of tin mill products and sheet steel products for each year in the
five-year period ended December 31, 2003 are shown on the following table. Total
revenues include the sale of "secondary" products, which principally include
those products not meeting prime specifications.
1999 2000 2001 2002 2003
---- ---- ---- ---- ----
Tin mill products.. 41% 39% 49% 46% 48%
Sheet products..... 59 61 51 54 52
--- --- --- --- ---
TOTAL......... 100% 100% 100% 100% 100%
=== === === === ===
As illustrated by the following table, our shipments have historically been
concentrated within five major markets: steel service centers, containers, pipe
and tube manufacturers, construction and converters.
PERCENT OF TOTAL TONS SHIPPED
MARKETS 1999 2000 2001 2002 2003
- ------------------- ---- ---- ---- ---- ----
Service centers........ 34% 36% 33% 35% 44%
Containers/packaging... 27 25 29 25 28
Pipe and tube.......... 11 11 12 13 8
Construction........... 7 8 10 9 8
Converters............. 12 12 9 12 6
Electrical equipment... 1 1 2 2 1
Automotive............. 1 1 1 1 1
All other.............. 7 6 4 3 4
--- --- --- --- ---
100% 100% 100% 100% 100%
=== === === === ===
Service Centers. Our shipments to steel service centers are heavily
concentrated in the areas of hot rolled and hot dipped galvanized coils. Due to
the increased in-house costs to steel companies during the 1980's for processing
services such as slitting, shearing and blanking, steel service centers have
become a major factor in the distribution of steel products to ultimate end
users. In addition, steel service centers have become an efficient provider of
first stage manufacturing. Many manufacturers focusing on core competencies have
outsourced basic forming and stamping operations.
Containers/Packaging. The vast majority of our shipments to the container
market are concentrated in TMP, which are utilized extensively in the
manufacture of food, aerosol and general line cans. Shipments in the container
industry are directly to the can manufacturers who provide engineered cans for
soup, vegetables, pet food, seafood, paint and other packaging requirements.
Pipe and Tube. Shipments to the pipe and tube sector consist primarily of
hot rolled coils for manufacture into welded pipe and tube. These products are
used for automotive applications, structural components for commercial and
residential construction and consumer products such as appliances and furniture.
Construction. Our shipments to the construction industry are significantly
influenced by residential and commercial construction in the United States. We
serve several segments of the construction industry including Heating,
Ventilation and Air Conditioning ("HVAC"), residential and commercial garage and
entry doors, roofing panels and structural components. Shipments in this sector
consist primarily of electro- and hot dipped galvanized coils.
Converters. This sector consumes full hard cold rolled substrate for
conversion to hot dipped galvanized. Over the last decade, numerous independent
galvanized lines were started to service growth in coated steel demand.
9
The following chart shows our product mix based on tons shipped in 2002 and
2003.
TONS SHIPPED % OF 2002 TONS SHIPPED % OF 2003
PRODUCTS IN 2002 SALES 2003 SALES CHARACTERISTIC END-USE CUSTOMERS
- ------------- ------------ --------- ------------ --------- -------------- -----------------------
TIN MILL 808,000 46% 863,000 48% Light gauge Food can manufacturing,
PRODUCTS ========== === ========== === Tin/chrome general container
(FULL coated packaging
RANGE)(1) and other specialty
metal fabricators
SHEET
PRODUCTS(1)
Hot rolled 681,000 20% 803,000 28% Unfinished/semi- Construction, steel
finished surface service centers, pipe
and tube manufacturers
and converters
Cold rolled 213,000 7% 180,000 6% Finished surface Construction, steel
service centers,
commercial equipment
and container market
Galvanized 595,000 27% 505,000 18% Anti-corrosive Electrical,
---------- --- ---------- --- coatings construction,
automotive, container,
appliance and steel
service center
Total Sheet 1,489,000 54% 1,488,000 52%
Products ========== === ========== ===
(1) Includes secondary products.
Our products are sold primarily to customers within the eastern half of the
United States. A substantial portion of our revenue is derived from long-time
customers, although we actively seek new customers and new markets for our
products. During 2003, our largest 10 customers (including steel service centers
and strip converters) accounted for approximately 52% of our sales. Most of our
service center and converter business eventually serves the construction market
(doors and roof panels), furniture and appliance markets and some automotive
markets.
Total revenue from sales of tin and sheet products to customers in the
United States, excluding exports, was $1,023.6 million, $1,009.6 million and
$922.7 million in 2003, 2002 and 2001, respectively. We derive a portion of our
tin mill product shipments from exports, primarily to Canada and Mexico. Revenue
from export sales totaled $34.2 million, $26.4 million and $37.7 million in
2003, 2002 and 2001, respectively. This amounts to 7%, 5% and 8% of total tin
mill revenue and 3%, 3% and 4% of total revenue in 2003, 2002 and 2001,
respectively. We have not exported sheet products during the last three years.
Our backlog of unfilled orders at April 2, 2004 was 375,000 net tons and at
April 21, 2003 was 440,000 net tons, most of which we expect to be filled within
the year.
In addition to utilizing manufacturing service centers for sales, we sell
our products through our direct mill sales force of approximately 11 persons.
Our products are primarily sold through salaried employees who operate from
corporate headquarters and regional locations. The sales organization is closely
linked with our technical service personnel who assist in product engineering
and development. To supplement our traditional sales force, since October 1996,
we have sold non-prime products over the Internet.
TIN MILL PRODUCTS
Tin mill products represent a significant share of our total sales. In
2003, tin mill products represented 48% of total sales as compared to 46% in
2002 and 49% in 2001. During 2003, our market share increased to approximately
25% from 24%.
Our tin mill products comprise a full range of light gauge steels,
including black plate, tin coated steel and electrolytic chromium coated steel.
The tin mill products market is primarily directed at sanitary food, aerosol and
general line cans, and the
10
demand for tin mill products in the United States is approximately 4.0 million
tons per year. Annual domestic production capacity is approximately 4.0 million
tons. The number of domestic producers of tin mill products is relatively
limited. Significant capital requirements and product qualifications established
by customers represent barriers to entry by new producers. Worldwide, almost all
tin plate is produced using the basic oxygen furnace process due to critical
metallurgical constraints.
The following table provides information concerning our shipment of tin
mill products relative to the domestic industry for the periods shown,
reflecting the latest available market share data.
TIN MILL PRODUCT SHIPMENTS 1999 2000 2001 2002 2003
- ------------------------------- ------ ------ ------ ------ ------
(IN MILLIONS OF TONS)
Tin mill product domestic
industry shipments(1)......... 3.8 3.7 3.2 3.4 3.5
Weirton shipments (1).......... 0.8 0.7 0.8 0.8 0.9
Weirton market share........... 21% 19% 25% 24% 25%
- ----------
(1) Includes secondary products.
In 2003, over 80% of our tin mill product sales were to can manufacturing and
packaging companies, most of which establish in advance by contract a
substantial amount of their annual requirements. The balance of our tin mill
product sales is to manufacturers of caps and closures and specialty products
ranging from film cartridges, oil filters and battery jackets to cookie sheets
and ceiling grids. Our facilities are located near many of our major customers,
with over one-third of our output delivered to customers whose facilities are on
or contiguous to our property in Weirton, West Virginia. Representative
customers of our tin mill products include: Crown Cork & Seal, Ball Corp.,
United States Can, B-Way Corp., Impress USA Inc., Seneca Foods, Steel
Technologies, Sonoco Products, and Friskies Petcare Co.
SHEET PRODUCTS
Our sheet steel products consist of hot rolled, cold rolled and galvanized
hot-dipped and electrolytic sheet products, most of which are commodity type
items. Hot rolled coils are sold directly from the hot strip mill as "hot
bands," our least processed product, or are further finished using hydrochloric
acid or temper passed to improve surface and are sold as "hot rolled pickled" or
"hot rolled tempered passed." Hot roll is used for unexposed parts in machinery,
construction products and other durable goods.
Most of our sales of hot rolled products have been to steel service
centers, pipe and tube manufacturers and converters. In 2003, we shipped 803,000
tons of hot rolled sheet, which accounted for 28% of our total revenues, as
compared to 681,000 tons in 2002, or 20%of total revenues. Representative
customers of our hot roll sheet include Steel Technologies, Wheatland Tube,
Sharon Tube, Vanex, Bull Moose Tube and Gibraltar.
Cold rolled sheet requires further processing, including additional
rolling, annealing and tempering, to enhance ductility and surface
characteristics. Cold rolled is used in the construction, commercial equipment
and container markets, primarily for exposed parts where appearance and surface
quality are important considerations. In addition, converters purchase
significant quantities of cold rolled substrate for processing into corrosion-
resistant coated products such as hot dipped and electrogalvanized sheet. In
2003, we shipped 180,00 tons of cold rolled sheet, which accounted for 6% of our
total revenues, as compared to 213,000 tons in 2002, or 7% of total revenues.
Representative customers of our cold rolled sheet include Wheeling-Nisshin, The
Techs, Tenneco and Gibraltar.
Galvanized hot-dipped and electrolytic sheet is coated primarily with zinc
compounds to provide extended anti-corrosive properties. Galvanized sheet is
sold to the electrical, construction, automotive, container, appliance and steel
service center markets. In 2003, we shipped 505,000 tons of galvanized products,
which accounted for 18% of our total revenues, as compared to 595,000 tons in
2002, or 27% of total revenues. Representative customers of our galvanized
hot-dipped and electrolytic sheet include Midwest Manufacturing, Arrow Truline,
Cooper B-Line, Thomas and Betts, New Process Steel and USG Industries.
11
The following table sets forth our shipments of sheet products relative to
the domestic industry.
SHEET PRODUCT SHIPMENTS 1999 2000 2001 2002 2003
- ----------------------- ------ ------ ------ ------ ------
(IN MILLIONS OF TONS)
Industry shipments(1)... 55.9 57.4 53.0 54.2 56.1
Weirton shipments(1).... 1.7 1.7 1.4 1.5 1.5
Weirton market share.... 3.1% 3.0% 2.6% 2.8% 2.6%
- ----------
(1) Includes secondary products.
TOLLING ARRANGEMENTS
In February 2001, the Company entered into a tolling agreement with J&L
Specialty Steel ("J&L"), a domestic stainless steel producer, to convert
stainless slabs into stainless coils on our hot strip mill. Under this agreement
we are required to process stainless slabs for a fee based on the grade and size
of stainless coil to be produced. On October 10, 2003, J&L notified the Company
that service under the tolling agreement would be terminated in mid-January
2004. The Company continued to toll for J&L through March 2004. Volumes
processed under the agreement accounted for, on average, 20% of the overall
capacity of our hot strip mill.
RAW MATERIALS AND ENERGY
In October 1991, the Company entered into a supply agreement with a
subsidiary of Cleveland-Cliffs Inc. to provide the majority of its iron ore
pellet requirements beginning in 1992 and extending through 2008. This contract
was modified in November of 2003 to purchase 67% of Company's iron ore pellet
requirements for 2004 and 2005 years respectively. The annual pricing for the
Company's requirements fluctuates based on world pellet market prices.
In December 2003, the Company entered into an amendment to a Memorandum of
Understanding with U.S. Steel to provide it with 850,000 net tons of coke in
each of 2004 and 2005 years respectively. In addition the Company also secured
through the amendment 1,000,000 tons of iron ore pellets in each of the years
2004 and 2005. The price of coke fluctuates on an annual basis based on the
market prices. All additional coke requirements must be sourced through either
domestic or overseas sources. U.S. Steel was forced in December 2003 to reduce
coke shipments following a fire at a West Virginia coal mine. The mine provided
metallurgical coal to U.S. Steel's coke making plant in Clairton, Pa. Reduced
coke production from U.S. Steel has aggravated an already worldwide shortage of
coke. Coke is manufactured when metallurgical coal is baked in the absence of
air. This material is one of several components used in blast furnaces to help
produce molten iron, which is mixed with other ingredients to produce raw steel.
We obtain our limestone, tin, zinc, scrap metal and other raw materials
requirements from multiple sources.
The primary sources of energy other than coke that we use in our steel
manufacturing processes are natural gas and electricity. We have been able to
reduce our natural gas consumption through the use of alternative operating
configurations and fuels. In 2003, gas prices averaged $6.14 per mcf. As of
March 31, 2004, the Company has fixed its month of April 2004 natural gas
requirements at an average price of $6.10 per mcf. We also have a contract,
expiring in 2011, for the supply of our industrial gas requirements. This
agreement significantly reduced our oxygen and nitrogen supply costs compared to
prior arrangements.
Through its subsidiary, FW Holdings, Inc.,Weirton has the internal capacity
to generate a significant amount of electricity and steam for its processing
operations from a mixture of blast furnace gas and natural gas. Under the sale
and leaseback arrangements involving the Foster-Wheeler Steam Generating Plant
and related electricity generating equipment, if proper market conditions exist,
we have the ability to sell electric power in excess of our energy needs through
a subsidiary of our outside electric utility and to use any net energy payments
we receive as a result to prepay our obligations under those arrangements
through 2012. See "Bankruptcy Proceedings" for details about the Chapter 11 case
involving FW Holding, Inc.
12
EMPLOYEES
As of December 31, 2003, we had 3,307 active employees, of whom 2,552 were
engaged in the manufacture of steel products, 461 in support services, 55 in
sales and marketing activities and 239 in management and administration. The
Independent Steelworkers Union ("ISU"), represents our production and
maintenance workers, clerical workers and nurses. In addition, the Independent
Guard Union ("IGU") represents our security personnel.
COMPETITION AND IMPORTS
Weirton faces significant competition in the sale of its steel products
from domestic competitors. We are the second largest domestic manufacturer of
tin mill products, with a 25% market share of domestic shipments in 2003. Our
primary competitors in sheet products consist of most domestic and international
integrated steel producers and mini-mills. Domestic tin mill products
competitors include U.S. Steel, USS-POSCO Industries Corporation, ISG and Ohio
Coatings (owned 50% by Wheeling-Pittsburgh Steel). However, imports have
increasingly penetrated this market.
Integrated steel makers also face strong competition from mini-mills, which
are efficient, low-cost producers that generally produce steel by melting scrap
in electric arc furnaces, utilize new technologies, have lower employment costs
and target regional markets. Mini-mills historically have produced lower margin
commodity grade long products, such as bars, rods and wire and other
commodity-type steel products not produced by us. However, thin slab technology
has allowed mini-mills to enter sheet markets traditionally supplied by
integrated producers, including the hot rolled, cold rolled and galvanized
markets. Mini-mills generally continue to have a cost advantage over integrated
steel producers, particularly for labor and especially during periods of weak
demand when scrap prices are low. Although most new capacity in the domestic
industry has resulted from growth in mini-mill operations, there has also been a
significant increase in both cold rolling and galvanizing capacity at
independent processors.
We also face increasing competition from foreign steelmakers over a wide
range of products. Competition in the industry is influenced increasingly by
global trade patterns and currency fluctuations. Total imports as a percentage
of apparent domestic supply has amounted to 8%, 12% and 14% in 2003, 2002 and
2001, respectively.
On March 5, 2002, after a trade investigation by the U.S. International
Trade Commission ("ITC") under Section 201 of the Trade Practices Act of 1974
regarding the illegal dumping of steel by foreign competitors, President Bush
imposed tariffs on flat-rolled products over a three-year period at 30% in year
one, 24% in year two and 18% in year three, in addition to tariff relief with
respect to other products. The ITC conducted a mid-term review of the tariff
program and in December 2003 and the President terminated the program.
In September 2002, the U.S. Court of International Trade ruled against
several Japanese steel companies attempting to overturn the Administration's
tariff on tin mill products. In another ruling, the same court vacated an August
2000 ITC affirmative ruling against dumped imports of Japanese TMP. The
commission had ruled to affix duties of 95% for five years on certain Japanese
tin producers. In February 2004, the ITC upheld its 2000 decision that Japan
sold TMP in domestic markets at prices that violated federal trade law and
injured the domestic steel industry. The ruling will ensure that a 95% duty on
Japanese TMP, imposed in 2000, will continue at least through 2005.
RESEARCH AND DEVELOPMENT
Weirton engaged in research and development for the improvement of existing
products and processes in addition to the development of new products and
product applications. During 2003, 2002 and 2001, we spent approximately $0.5
million, $0.9 million and $1.0 million, respectively, for research and
development activities.
13
We own a number of patents that relate to a wide variety of products and
applications and steel manufacturing processes, have pending a number of patent
applications, and have access to other technology through agreements with other
companies. We also own a number of registered trademarks related to our
products. We believe that none of our patents or licenses, which expire from
time to time, or any group of patents or licenses relating to a particular
product or process, or any of our trademarks, is of material importance to our
overall business.
ENVIRONMENTAL MATTERS
The information under the caption "Environmental Compliance, Legal
Proceedings and Commitments and Contingencies" in Note 16 to the December 31,
2003 Audited Financial Statements filed in Part II, Item 8 hereunder and is
herein incorporated by reference.
EXECUTIVE OFFICERS OF THE COMPANY.
The executive officers of the Company as of March 31, 2004 were as follows:
AGE AT
NAME MARCH 31, 2004 OFFICE
- ----------------- -------------- -------------------------------------
D. Leonard Wise... 69 Chief Executive Officer
Mark E. Kaplan.... 42 President and Chief Financial Officer
Edward L. Scram... 46 Vice President-- Manufacturing
Michael J. Scott.. 41 Vice President -- Sales, Product
Development and Marketing
D. Leonard Wise was named Chief Executive Officer effective August 1, 2003,
replacing John H. Walker, who resigned July 31, 2003. Mr. Wise was also
appointed to the Board of Directors at the same time. See "Directors" for
additional biographical information concerning Mr. Wise.
Mark E. Kaplan was appointed President in August 2003. Prior to that, he
had been Senior Vice President-Finance and Administration since December 2001.
See "Directors" for additional biographical information concerning Mr. Kaplan.
Edward L. Scram was appointed Vice President -- Manufacturing in December
2001. He had been named Vice President -- Operations since April 2000. Prior to
that appointment, Mr. Scram served as General Manager of Operations since 1996.
Michael J. Scott was appointed Vice President-Sales, Product Development
and Marketing in January 2002. He had been named Vice President-Sales and
Marketing since March 2000. Mr. Scott was employed by National Steel Corporation
from 1997 through 1999 as General Manager-Construction Sales Group.
As noted elsewhere in this report, on May 19, 2003, the Company filed a
petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of West Virginia. See Item I. Business.
We depend, in large part, on the efforts, abilities and experience of our
senior management and other key employees. Executive compensation for our key
employees has been restrained by our weak financial performance, and options and
other stock-based incentive compensation currently have minimal or no value. In
light of our current financial position and uncertain prospects, key employees,
including members of senior management, may not have an incentive to stay with
us. The loss of the services of one or more such individuals could adversely
affect our business, financial condition, results of operations or prospects.
ACCESS TO INFORMATION
The Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and all amendments to those reports, as well as
proxy and information statements to our stockholders are made available, free of
charge, on our Web site at www.weirton.com, as soon as reasonably practicable
after such reports have been filed with or furnished to the SEC.
14
ITEM 2. PROPERTIES
Weirton owns approximately 2,700 acres in the Weirton, West Virginia area
that are devoted to the production and finishing of steel products, as well as
research and development, storage, support services, and administration
facilities. We own trackage and railroad rolling stock for materials movement,
watercraft for barge docking and a variety of heavy industrial equipment. We
have no material leases for real property except that under our vendor financing
programs we are leasing the Foster-Wheeler Steam Generating Plant and related
electricity generating assets. Our mill and related facilities are accessible by
water, rail and road transportation. We believe that our facilities are suitable
to our needs and are adequately maintained.
Over approximately the last 15 years, we have invested approximately $1
billion in modernizing and upgrading our equipment, including approximately $500
million on our continuous caster, hot strip mill, and No. 9 Tandem Mill. We
believe this has enabled us to continue to produce a superior quality steel
substrate, and, consequently, to maintain the high quality of our tin mill and
other value-added products.
Our primary steel making facilities include two blast furnaces, a two
vessel basic oxygen process shop, a CAS-OB facility, two RH degassers, and a
four strand continuous caster with an annual slab production capacity of up to
3.0 million tons. Our downstream operations include a hot strip mill with a
practical capacity of 3.2 million tons per year, two continuous picklers, three
tandem cold reduction mills, three hot dip galvanize lines, one
electro-galvanize line, two tin platers, one chrome plater, one bi-metallic
chrome/tin plating line and various annealing, temper rolling, shearing,
cleaning and edge slitting lines, together with packaging, storage and shipping
and receiving facilities.
The name and area of each of our primary steel making facilities and
principal downstream manufacturing facilities, all of which are located in
Weirton, West Virginia, together with the principal products that they are
equipped to produce as of December 31, 2003, are as follows:
PRODUCTION
--------------------------------------
NOMINAL
CAPACITY 1999 2000 2001 2002 2003 PRINCIPAL PRODUCTS
-------- ------ ------ ------ ------ ------ --------------------
(TONS PER YEAR IN 000'S)
PRIMARY STEEL MAKING
FACILITIES
Two blast furnaces...... 2,600 1,577 2,131 2,026 2,333 2,235 Hot metal
Basic oxygen
furnace................ 3,100 1,831 2,517 2,393 2,760 2,695 Liquid steel
Slab caster............. 3,000 1,802 2,484 2,359 2,713 2,655 Cast slabs
ROLLING AND FINISHING
FACILITIES
Hot strip mill.......... 3,200 2,852 2,864 2,699 2,793 2,580 Hot rolled bands
Two continuous
picklers............... 2,100 2,003 1,980 1,883 1,840 1,787 Hot rolled pickle & oil
Three Tandem Mills...... 2,100 1,825 1,806 1,699 1,705 1,610 Cold rolled
Four tin/TFS lines...... 1,000 748 735 834 810 861 Tin/tin free steel
Four galvanizing lines.. 700 614 588 571 567 479 Galvanized, Electro-
galvanized, galvannealed,
galfan
Blast Furnaces Nos. 1 and 4. Iron ore pellets, iron ore, coke, limestone
and other raw materials are consumed in our blast furnaces to produce molten
iron or "hot metal."
Basic Oxygen Furnace. In the basic oxygen furnace, impurities are removed,
scrap is added to the hot metal, and the metallurgy of the product is customized
and tested to ensure conformity to customer specifications. Although the
resulting product is all molten steel, metallurgical determinations with respect
to use are determined on a batch by batch basis. Our basic oxygen shop is one of
the largest in North America. It employs two vessels, each with a capacity of
360 tons per heat.
Multi-Strand Continuous Caster. Molten steel is poured into the
multi-strand continuous caster where it is formed into steel slabs measuring up
to 48" wide, 400" long and 9" thick. These slabs are then transferred to the hot
strip mill for rolling.
Hot Strip Mill. Our hot strip mill is an integral part of our downstream
steel processing operations and one of the few of its kind in the industry. It
is an energy efficient, low-cost mill capable of rolling both carbon and
stainless steel substrate into thin gauge, narrow
15
width sheet. In addition to rolling our own slabs, we are capable of rolling
purchased slabs and slabs supplied by other steel manufacturers. Hot roll is
used for unexposed parts in machinery, construction products and other durable
goods. Our hot strip mill was totally rebuilt beginning in 1988, with the major
portion completed by 1994, at a cost of $360 million. Hot strip mill assets
include: walking beam reheat furnaces, hydraulic scale breaker, reversing
roughing mill, R-5 roughing stand, heat retention covers, rotary crop shear,
finishing mill, laminar flow cooling system, downcoilers and mill automation
system.
Continuous Pickling Plant. In our continuous pickling plant, hot bands are
processed through a hydrochloric acid bath to remove surface scale and are sold
as "hot rolled pickled" or further processed into higher value-added products at
our downstream facilities.
Tandem Mills. Our Tandem Mills include one four and two five stand cold
reduction rolling mills which cold reduce heavy gauge hot bands into light gauge
cold roll and black plate product. The No. 9 Tandem Mill is a continuous
operation and was completely rebuilt in 1994 and is dedicated to our tin mill
product lines.
Tin Finishing and Plating Assets. Our tin assets consist of two cleaning
lines, three continuous annealing lines, a batch anneal facility consisting of
twelve furnaces, four double reduction/temper mills, and four electrolytic tin
plate/tin free steel plating lines. We also have a number of coil prep and
trimming lines, as well as a wide variety of material handling, packaging and
maintenance equipment to support our operations. Our plant is the largest tin
plating facility in North America.
In both of our continuous and batch annealing operations, cold rolled
substrate is processed through an annealing furnace to enhance the ductility of
the steel for further forming and drawing. The continuous annealing lines also
clean the strip. For batch annealed product, the strip is processed through one
of our cleaning lines. Our facilities are capable of most specified tempers.
We have two similarly designed 2-stand, 4-high as well as two similarly
designed 2-stand 2-high rolling mills which cold reduce black plate steel from
the Tandem Mills to required tin mill product gauges. Both annealing and cold
reduction requirements are a function of end use customers' ductility and
hardness specifications.
We have four electrolytic tin lines that apply a coating of either tin or
chrome to black plate steel substrate through the use of electricity and
chemicals. All lines are capable of making most tin mill product gauges and
coating weights at very high speeds.
Electrolytic tin plate (ETP), a black plate steel product with a precisely
controlled electrolytically applied coating of tin, is one of the industry's
most widely used products, the primary advantages of which are excellent
corrosion resistance, exceptional durability and a bright, attractive surface
finish.
Tin plate is well suited for a variety of forming operations and can be
welded, soldered, bonded, drawn, stamped and embossed. Additionally, in drawn
and ironed canmaking operations, the tin coating acts as a solid lubricant.
Weirchrome, or tin free steel, is black plate that has been
electrolytically plated with metallic chromium and chromium oxides. Weirchrome
offers superior acceptance of organic coatings (paints, lacquers, inks).
Formability, strength, superior surface finish and cost effectiveness are among
the other advantages that Weirchrome has to offer.
Galvanizing Lines. We have one electrolytic galvanizing line that applies a
coating of zinc to black plate steel through an electroplating process. The
product processed through this line is generally light gauge with narrow widths
and is used predominantly in the construction market. We also have three
hot-dipped galvanizing lines that apply a coating of zinc to cold rolled steel
by submerging the substrate through a bath of hot zinc. These lines are capable
of a variety of coating weights, gauges, and widths (up to 48") as well as
coating and annealing requirements (galvanized, galvannealed and galfan).
Weirton's galvanized sheet steel products provide superior protection in many
corrosive environments and are appropriate for almost any application that calls
for formability, strength, corrosion protection and cost efficiency.
Finished products are packaged as required to provide superior protection
from the elements and from handling damage.
The borrowings under our DIP Facility are collateralized by a senior lien
on our inventories, accounts receivable, property, plant and equipment (except
for the first priority lien discussed below) and substantially all of our other
tangible and intangible assets. Priority in the plant, property and equipment
collateral goes first to the term loan lender and in all other collateral to the
revolving loan. The Steelworks Community Federal Credit Union currently holds a
first priority lien on our General Office, Research and Development Facility and
our railroad rolling stock. Certain of our property, plant and equipment is also
subject to junior liens in favor of other issues of debt securities, and first
priority liens have been filed relating to the assets of our subsidiary's steam
and
16
electrical generation facilities in connection with their sale and leaseback in
2001.
Our integrated operations depend upon critical equipment, such as blast
furnaces, basic oxygen furnaces, our continuous caster, our hot strip mill and
other rolling and finishing facilities to support our business, that may
occasionally be out of service due to routine scheduled maintenance or equipment
failures or shortages of raw materials. Any unplanned unavailability of critical
equipment could interrupt our production capabilities and reduce our sales and
profitability. We have experienced unscheduled equipment outages in the past,
and we could have material shutdowns in the future.
ITEM 3. LEGAL PROCEEDINGS
On May 19, 2003, Weirton filed a voluntary petition with the Court under
Chapter 11 of the Bankruptcy Code (Chapter 11 Case No. 03-1802) in the United
States Bankruptcy Court for the Northern District of West Virginia. Weirton
remains in possession of its assets and properties, and continues to operate its
business and manage its properties as a debtor-in-possession, as permitted by
Sections 1107(a) and 1108 of the Bankruptcy Code
From time to time, a number of lawsuits, claims and proceedings have been
or may be asserted against us relating to the conduct of our business, including
those pertaining to commercial, labor, employment and employee benefits matters.
While the outcome of litigation cannot be predicted with certainty, and some of
these lawsuits, claims or proceedings may be determined adversely to us, we do
not believe that the disposition of any such pending matters is likely to
materially affect us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of March 31, 2004, there were 42,279,313 shares of common stock, $.01
par value ("Common Stock"), outstanding held by 4,119 stockholders of record.
Prior to 1989, Weirton was owned entirely by its employees through an
employee stock ownership plan, or the 1984 ESOP. In June 1989, we commenced
trading of our common stock on the New York Stock Exchange following an
underwritten public offering by the 1984 ESOP. In September 2001 our common
stock was delisted and currently trades over-the-counter on the OTC Bulletin
Board.
Subject to any preferences of outstanding preferred stock, holders of
Common Stock are entitled to receive ratably such dividends as may be declared
by the board of directors out of legally available funds. Currently we have no
source for dividend payments under Delaware law and we are not allowed to pay
them under our DIP Facility.
The following table sets forth, for the periods indicated, the high and low
sales prices of the Common Stock as reported the OTC Bulletin Board.
2002 2003 2004(1)
--------- --------- ---------
HIGH LOW HIGH LOW HIGH LOW
---- --- ---- --- ---- ---
Quarter
First.... .78 .24 .34 .21 .10 .01
Second... .96 .63 .20 .05
Third.... .80 .45 .19 .04
Fourth... .50 .25 .11 .04
- ----------
(1) First Quarter 2004 through March 31, 2004.
17
ITEM 6. SELECTED FINANCIAL DATA
The following data, insofar as it relates to each of the years 1999 through
2003, has been derived from our audited financial statements and should be read
together with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the audited historical consolidated financial
statements.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
1999 2000 2001 2002 2003
---------- -------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT WHERE INDICATED)
INCOME STATEMENT DATA:
Net sales............................... $ 1,130(1) $ 1,118 $ 960 $ 1,036 $ 1,057
Costs of sales.......................... 1,076(1) 1,053 1,041 1,046 1,100
Selling, general and administrative
expenses........................... 45 42 35 27 19
Depreciation.......................... 61 64 65 65 59
Provision for profit sharing.......... 15(2) -- -- -- --
Asset impairment...................... 22(3) -- -- -- --
Pension and OPEB curtailment -- -- -- -- 572(15)
Restructuring and severance charges... -- -- 141(14) -- 5
-------- -------- ------- -------- --------
Loss from operations.................... (89) (41) (322) (102) (698)
Reorganization items -- -- -- -- (13)(18)
Gain on sale of MetalSite investment, 170(4) -- -- -- --
net................................
Income (loss) from unconsolidated
subsidiaries....................... (1) (26) (19) 3 --
Interest expense(5)................... (44) (35) (38) (32) (21)
Write off of reimbursement contingency -- -- -- -- 19(17)
Gain (loss) on early extinguishment of
debt -- -- (1)(8) -- 14(8)
Other income, net..................... 2 5 1 10 (1)
ESOP contribution..................... (2)(6) -- -- -- --
-------- -------- -------- -------- --------
Income (loss) before income taxes
and minority interest.................. 36 (97) (379) (121) (700)
Income tax provision (benefit)........ 8 (12) 154(7) (3) --
-------- -------- -------- -------- --------
Income (loss) before minority
interest............................... 28 (85) (533) (118) (700)
Minority interest in loss of
subsidiary......................... 3 -- -- -- --
-------- -------- -------- -------- --------
Net income (loss)....................... 31 (85) (533) (117 (700)
Additional minimum pension liability -- -- -- (147)(15) 147(15)
-------- -------- -------- -------- --------
Comprehensive loss...................... $ 31 $ (85) $ (533) $ (264) $ (553)
======== ======== ======== ======== ========
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and equivalents.................. $ 209 $ 32 $ 1(16) $ -- (16) $ --(16)
Working capital....................... 299 193 (262.0) (106.7) (1)
Total assets.......................... 1,187 990 716 696 598
Long-term employee benefits........... 419 399 542 654 --
Long-term debt (including current
portion)........................... 305(9) 299(9) 399 410 197
Liabilities subject to
compromise(19)..................... -- -- -- -- 1,592
Redeemable preferred stock, net(10)... 23 21 20 68 19
Stockholders' equity (deficit)........ 154 63 (470) (733) (1,286)
OTHER FINANCIAL DATA:
Capital expenditures.................. $ 22 $ 38 $ 10 $ 10 $ 5
Net cash provided by (used for)
operating activities............... 81(11) (85)(11) (110)(11) (28) (42)
Net cash provided by (used for)
investing activities............... 145(12) (78) (11) (9) (4)
Net cash provided by (used for)
financing activities............... (85) (15) 90 36 46
Working capital ratio(13)............. 2.2:1 2.2:1 0.49:1 0.70:1 1:1
OTHER DATA (FOR PERIOD EXCEPT WHERE
NOTED):
Average hot band price per ton
shipped............................ $ 265 $ 283 $ 219 $ 281 $ 268
Average sales per ton shipped......... 449 457 430 451 450
Average cost per ton shipped.......... 428 430 467 455 468
Tons steel shipped (in thousands)..... 2,514 2,448 2,231 2,297 2,351
Active employees (at end of period)... 4,302 4,246 3,863 3,646 3,307
18
- ----------
(1) In accordance with Emerging Issues Task Force Issue 00-01, "Accounting for
Shipping and Handling Fees and Costs," shipping and handling costs were
reclassed from net sales to cost of sales.
(2) The provision for employee profit sharing is calculated in accordance with
the profit sharing plan agreement. The provision is based upon 33 1/3% of
net income.
(3) The asset impairment charge is associated with the write down of a slab
sizing press to fair value.
(4) The gain on sale of investment relates to the sale of a portion of our
investment in MetalSite, L.P.
(5) Interest expense has been reduced by capitalized interest of $0.2 million
for 2000. There was no capitalized interest expense applicable to
facilities under construction for the years 2003, 2002, 2001 or 1999.
(6) Amounts were non-cash charges as these contributions were returned to
Weirton in the form of payments on loans from Weirton to the 1984 and 1989
ESOPs.
(7) In the second quarter of 2001, a non-cash charge was recorded to fully
reserve our deferred tax assets which include the deferred tax assets
related to approximately $400 million of net operating loss carryforwards.
It was determined that our cumulative financial losses had reached the
point that fully reserving the deferred tax assets was required. However,
to the extent that we generate taxable income prior to the expiration of
the net operating loss carryforwards, we may be able to utilize them to
help offset our tax liabilities. There are certain significant limitations
that may apply to our use of such loss carryovers which depend on future
changes of ownership of our stock, including additional shares of our stock
issued in the future.
(8) Reflects certain gains and losses incurred in connection with the early
extinguishment of debt.
(9) Long-term debt (including current portion) does not include amounts
utilized under our prior accounts receivable securitization program. Under
our accounts receivable securitization program, we obtained proceeds by
selling participation interests in our accounts receivable as opposed to
borrowing money using accounts receivable as collateral. As a result of
this structure, proceeds received were accounted for as a reduction of our
accounts receivable balance. We had sold participation interests in our
accounts receivable of $25.0 million and $35.0 million at December 31, 2000
and 1999, respectively. We terminated our accounts receivable
securitization program when we entered into our senior credit facility in
October 26, 2001.
(10) Reflects the historical cost of the Series A at $14.50 per share at the
time of its original issuance. The outstanding shares of Series A are
subject to redemption at a price equal to the appraised value at the
redemption date. At December 31, 2003, the shares fair value was not
practical to estimate. In any given year, we are only required to
repurchase those shares put to us by a limited number of former ESOP
participants who have retired or otherwise separated from service. Also
included at December 31, 2002 in redeemable preferred stock was the Series
C valued at $48.4 million. The Series C valued at $48.4 million is
reclassified to liabilities subject to compromise as of December 31, 2003.
(11) Net cash provided by (used for) operating activities includes amounts
utilized under our accounts receivable securitization program. Utilization
of the accounts receivable securitization program is treated as a sale of
accounts receivable rather than long-term debt. As a result, the cash flows
related to the program are operating cash flows. Cash flows from the
accounts receivable securitization program accounted for $35.0 million in
cash flows provided by operations in 1999, $10.0 million used by operations
in 2000 and $25.0 million used by operations in 2001.
(12) Cash flows from investing activities include $170.1 million in proceeds
from the sale of a portion of our investment in MetalSite L.P. in 1999.
(13) Our working capital ratio is calculated by dividing our total current
assets by our total current liabilities.
(14) As a result of our operating cost savings program, we recorded a
restructuring charge of $129 million in the fourth quarter of 2001. The
restructuring charge included an increase in pension and other post
retirement obligations of approximately $119 million, an $8 million
increase in other long term liabilities and $2 million in other short term
costs, including severance payments. This restructuring provided for the
permanent elimination of a minimum of 372 production and maintenance jobs,
a
19
minimum of 78 office, clerical and technical jobs and a reduction of 100
management positions. Also in 2001, the Company implemented the 2001
Workforce Downsizing Programs. The programs reduced non-represented staff
employees by approximately 20%. As a result, the Company recorded a first
quarter 2001 restructuring charge of $12.3 million.
(15) Because the Company's accumulated benefit obligation exceeded the fair
value of its pension plan assets, the Company was required to record an
additional minimum pension liability during 2002, a portion of which was
recorded in comprehensive loss. During 2003, the Company consented to the
termination of its pension plan and the PBGC assumed all assets and
liabilities of the Plan. As a result, the Company's pension liability has
been eliminated. See Note 7 of the December 31, 2003 audited financial
statements for further discussion.
(16) Under its DIP Facility and prior senior credit facility, the Company is
required to utilize all available cash on a daily basis to pay down amounts
outstanding under the facility. Cash needs are funded by borrowing from
amounts available under the facility. Amounts received from customers and
held in blocked accounts pending transfer to pay down amounts outstanding
under the facility are shown as a reduction to the facility.
(17) As a result of National's Plan of Liquidation becoming effective during
December 2003, the balance of $19.0 million which related to potential
future pension reimbursements to National was recognized as "write-off of
reimbursement contingency," since no additional payments would be made by
National on Weirton's behalf.
(18) This item consists primarily of professional fees incurred as a result of
the bankruptcy.
(19) Except for fully secured debt, a vendor-financing obligation under a
capital lease, real and personal property taxes, accrued wages and related
payroll taxes and withholdings, all recorded pre-bankruptcy liabilities of
the Company have been classified as liabilities subject to compromise. See
Note 2 of the December 31, 2003 audited financial statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in
its entirety by reference to, the audited consolidated financial statements and
notes, which are incorporated by reference.
OVERVIEW AND CURRENT DEVELOPMENTS
On May 19, 2003, Weirton Steel Corporation filed a voluntary petition
for reorganization under Chapter 11 of the Bankruptcy Code (see Note 2 in the
financial statements, which are incorporated by reference). The filing was
necessary to adjust legacy liabilities and further Weirton's prospects of
reorganizing as a profitable competitor in the most recent wave of consolidation
affecting the domestic steel industry. During the balance of 2003 and through
the present, the Company has continued to manage its business as a
"debtor-in-possession". As a debtor-in-possession, management is authorized to
operate the business, but may not engage in transactions outside the ordinary
course of business without Court approval. In late 2003, the Company formulated
a stand-alone plan of reorganization to emerge from bankruptcy, but was unable
to reach agreement with its principal union on new labor contracts necessary to
realize on financing commitments and guarantees to effect the reorganization. As
a result, the Company pursued a previously announced alternative of an asset
sale, and, in February 2004, entered into the APA providing for the sale of
substantially all its assets to ISG. That pending sale is subject to the
bankruptcy process before the Court, including an auction among competitive
bidders. On April 6, 2004, a competitive bid in excess of the price being
offered by ISG under the APA was received. See Item 1 "Business-Bankruptcy
Proceedings" for additional information concerning the Chapter 11 proceedings
and prospective asset sale.
Business conditions for 2003 remained challenging for the industry and
very difficult for the Company. The Company was adversely affected by the
numerous related effects of its bankruptcy, including declining liquidity,
vendor supply issues, management changes and the efforts required for
unsuccessful attempts to implement its reorganization plan by year end. In
December 2003, broad tariffs on imported steel instituted in 2002 for up to
three years were removed. Nevertheless, selling prices for sheet products
particularly have risen sharply over the past few months providing domestic
producers the opportunity for improved revenue and profits. However, the Company
has been hampered in benefiting from price improvements by significant shortages
of coke to make steel. See Item 1 "Business-Recent Business Developments" for
additional information concerning recent operational issues.
20
LIQUIDITY AND CAPITAL RESOURCES
CURRENT DEVELOPMENTS
Due to the coke shortage discussed in Item I "Recent Business Developments"
and "Raw Materials and Energy" and Note 3 of the December 31, 2003 audited
financial statements, the company has idled the smaller of its two blast
furnaces during April of 2004. The Company has minimized the negative cost
impact of this operational change. The impact of this decrease in hot metal
production, in addition to other inventory reduction initiatives, has
significantly reduced the Company's DIP Facility borrowing base of inventory to
historic low levels. Liquidity improvements resulting from the inventory and
accounts receivable reductions and rapidly increasing selling prices of sheet
products have partially offset the liquidity requirements caused by on-going
operating losses. In the event that adequate coke becomes available at a price
that would allow the Company to generate a reasonable profit margin, the Company
is uncertain that it would be able to finance the additional working capital
needed to restart the idled furnace.
As of December 31, 2003, the Company, was in violation of two restrictive
financial covenants under its DIP Facility, resulting in Events of Default. See
Note 6 of the December 31, 2003 audited financial statements for a more detailed
discussion of the terms and provisions of the DIP Facility. Due to the
cumulative nature of these covenants, violations also occurred in January and
February of 2004, and the Company anticipates that violations will continue on a
monthly basis going forward. Additionally, in January and February of 2004, the
Company violated a third restrictive covenant and also anticipates that it will
violate that covenant on an ongoing monthly basis. Following approval by the
Court on April 5, 2004 and the payment of required fees, waivers negotiated by
the Company with the DIP Facility lenders became effective covering the Events
of Default for the period through January 2004. As noted, unless the covenants
are amended, additional waivers will be necessary for the duration of the DIP
Facility. The Company can give no assurances that such waivers can be obtained
or approved or what their terms will include. Due to the covenant violations
discussed above, the Company is in cross default of its $27.7 million Vendor
Financing obligation and $2.8 million 6 1/4% Term Loan.
The Company, currently, has a significant portion of its trade credit with
U.S. Steel. This trade credit agreement provides for liquidity covenants to
become effective in July 2004. The Company is not certain that it will meet the
U.S. Steel trade credit covenants when they become effective. U.S. Steel
provides critical raw materials to the Company's operations. Due to the
Company's situation, the amount of trade credit provided by vendors has been
limited and may be further limited in the future.
The DIP Facility is our exclusive source of outside financing during our
bankruptcy case. The DIP Facility will expire in November 2004. See Note 6 to
the Audited Financial Statements in this report for additional information
concerning the terms of the DIP Facility, replaced Senior Credit Facility and
other debt facilities and financing arrangements.
LIQUIDITY AND OTHER RESULTS
Total liquidity from cash and financing facilities amounted to $9.0 million
at December 31, 2003, as compared to $29.0 million at December 31, 2002. These
calculations are based on our DIP Facility and the then effective Senior Credit
Facility. Our liquidity declined primarily as a result of poor operating
results. Under bankruptcy law, actions by creditors to collect certain
pre-petition indebtedness owed by the Company are stayed while the Company
continues to collect pre-petition accounts receivable and operate as a
going-concern.
At December 31, 2003, we had cash and equivalents of $0.2 million compared
to $0.2 million as of December 31, 2002. Our liquidity at March 31, 2004 was
$25.3 million. Our consolidated statements of cash flows at December 31 are
summarized below:
YEAR ENDED DECEMBER 31,
--------------------------
2003 2002
---------- ----------
(IN THOUSANDS)
Net cash used by operating activities.. $ (42,139) $ (27,654)
Net cash used by investing activities.. (3,880) (9,302)
Net cash provided by financing
activities............................. 46,030 35,805
--------- ---------
Increase (decrease) in cash............ $ 11 $ (1,151)
========= =========
Net cash used by operating activities was $42.1 million and $27.7 million
during the years ended December 31, 2003 and 2002, respectively. Although
adverse market conditions continue to prevail in the domestic steel industry, we
partially offset the difficult market conditions through the various cost
control measures we undertook during 2003 and 2002 to enhance our operating cash
flow by reducing overall operating costs and net working capital investment.
Net cash used by investing activities was $3.9 million and $9.3 million,
which primarily includes $4.7 million and $10.3 million of capital expenditures,
for the years ended December 31, 2003 and 2002, respectively.
The $46.0 million in net cash provided by financing activities during the
year ended December 31, 2003 primarily consisted of $141.1 million in borrowings
under our DIP Facility and $25.0 million under our DIP Term Loan, which was
offset by $115.1 million in net repayments of the Senior Credit Facility. The
$35.8 million in net cash provided by financing activities in 2002 consisted of
$27.3 million in borrowings under our senior credit facility and $16.3 million
in cash received under our vendor financing arrangements. The cash provided by
these two facilities was offset by the deferred debt issuance costs that had
been paid in connection with our June 2002 debt exchange offers.
At December 31, 2003, the Company had outstanding borrowing of $141.1
million under its revolving DIP Facility, which is presented net of $2.8 million
in all available cash from lockboxes. Additionally, the Company utilized $0.5
million under its debtor-in-possession letter of credit sub-facility at December
31, 2003. At December 31, 2002, the Company had borrowed $115.1 million, under
the Senior Credit Facility, which is presented net of $5.8 million in available
cash from lockboxes. At December 31, 2002, the Company also utilized an
additional $0.5 million under its letter of credit sub-facility. The Company had
$9.0 million available for additional borrowing under the DIP Facility at
December 31, 2003 and $23.0 million available for additional borrowing under the
Senior Credit Facility at December 31, 2002. Notwithstanding reductions in
outstanding amounts owed under the DIP Facility, our ability to borrow
additional amounts may be terminated under circumstances where Events of
Default, as defined in the DIP Facility, have occurred.
The DIP Facility replaced the Senior Credit Facility, of which
approximately $154.6 million was outstanding on the Chapter 11
21
petition filing date. As required by the DIP Facility, the DIP term loan
facility of $25.0 million was drawn down to repay a portion of the initial
revolving borrowings under the DIP Facility.
Beginning in late October 2001, we also obtained assistance from
certain key vendors and others through our vendor financing programs to improve
our near term liquidity. As of December 31, 2002, we had received approximately
$27.9 million in proceeds related to the sale and leaseback of the
Foster-Wheeler Steam Generating Plant and related financing programs. The
Company began making quarterly payments of $1.3 million in the first quarter of
2003. Based on an index of hot band prices, the Company may be required to
pre-pay up to $2.0 million of principal in any given year. The Company will have
the option to terminate the lease and repurchase the assets in 2007 at the
present value of the remaining lease payments. The nature of this transaction
and the lease are at issue in the Chapter 11 case of our subsidiary involved in
the sale and leaseback. See Item 1 "Business-Bankruptcy Proceedings". During the
third quarter of 2002, the Company received an additional $3.0 million from a
secured loan involving the Company's General Office, Research and Development
Facility, and railroad rolling stock.
LIQUIDITY OUTLOOK
The following table sets forth the timing of our liquidity requirements in
regard to contractual obligations and commercial commitments. This table
excludes Liabilities Subject to Compromise of $1.6 billion, the ultimate
disposition of these liabilities is unknown at this time and will be determined
by the Court:
LESS THAN AFTER
CONTRACTUAL OBLIGATIONS: TOTAL 1 YEAR 2-3 YEARS 4-5 YEARS 5 YEARS
- -------------------------------- ------- --------- --------- --------- -------
Notes and Bonds Payable (1)..... $ 27.8 $ 27.8 $ - $ - $ -
Capital Lease Obligation (2).... 27.7 27.7 - - -
Restructuring Obligation........ 4.4 2.1 1.1 0.3 0.9
Unconditional Purchase
Obligations (3)................. - - - - -
Operating Leases................ 11.2 6.4 4.6 0.2 -
------- -------- ----- -------- -------
Total Contractual Cash
Obligations..................... 71.1 64.0 5.7 0.5 0.9
------- -------- ----- -------- -------
OTHER COMMERCIAL COMMITMENTS:
Revolving DIP Facility.......... 141.1 141.1 -- -- --
------- -------- ----- -------- -------
TOTAL.................... $ 212.2 $ 205.1 $ 5.7 $ 0.5 $ 0.9
======= ======== ===== ======== =======
- -------------
(1) Notes and bonds payable consists of a $2.8 million term loan and a
$25.0 million DIP term loan. The term loan is being repaid by quarterly
payments of $0.1 million, which includes principal and interest. The
Company is required make monthly interest payments on the outstanding DIP
term loan. The non-default interest rate applicable to the DIP term loan is
14.5% per annum. Optional prepayment of the DIP term loan requires a
prepayment fee, the size of which varies depending on the time of payment.
The outstanding balances have been classified as due in less than one year.
See Note 6 of the December 31, 2003 audited financial statements for
further discussion.
(2) The capital lease obligation arises from the sale and leaseback of steam
generating facilities as part of our vendor financing programs. The payments
reflect the scheduled principal payments on the $29.0 million obligation
that had been incurred as of December 31, 2003. The Company is required to
make quarterly payments on the obligation. The quarterly payment of $1.2
million includes both principal and interest. If the interest portion of the
payment had been included in the chart above, the totals would have
increased from $27.7 million to $48.3 million due in less than one year. The
outstanding balance has been classified as due in less than one year. See
Note 6 of the December 31, 2003 audited financial statements for further
discussion.
(3) We have entered into conditional purchase arrangements for a portion of
our coke and pellet requirements and some of our energy requirements. In
general, those requirements provide for us to purchase a minimum quantity
of material at a variable or negotiated price that approximates the market
price for those commodities. Because those purchases are conditioned on
future purchase levels and changes in market price, they are not included
in the above table.
22
The DIP Facility is our exclusive source of outside financing during our
bankruptcy case. In light of our current financial condition, if the Company is
unable to complete the sale of the Company's assets to ISG or another investor
or continue with the plan of reorganization, which will require replacement
financing for the DIP Facility, it would be forced into Chapter 7 liquidation.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
The net loss for 2003 was $700.0 million, or $16.64 per diluted share,
which included a gain related to the early extinguishment of debt of $13.6
million and a reimbursement contingency write-off of $19.0 million related to
the December 19, 2003 effective date of National's Plan of Liquidation since no
additional benefits payments would be made by National on Weirton's behalf and
the sale of excess nitrogen oxide (NOx) allowances for $3.1 million.
Additionally, 2003 included a $572.1 million pension and OPEB curtailment charge
related to the PBGC's termination involving the Company's defined benefit
pension plan, a $4.6 million restructuring and severance charge for future
payments related to a non-represented salaried workforce reduction program. The
net loss for 2002 was $117.4 million, or $2.80 per diluted share. Results for
2002 included a gain of $0.2 million on the early extinguishment of debt, the
sale of excess NOx allowances for $4.4 million, the sale of Prudential common
stock for $3.2 million as a result of Prudential's demutualization, a tax refund
of $3.5 million and a legal settlement of $1.9 million. The Company also
recorded an Other Comprehensive Income of $146.7 million in 2003 as a result of
the pension plan liabilities. During 2002, the Company was required to record an
additional minimum pension liability. Because the additional minimum pension
liability exceeded unrecognized prior service costs, the Company was required to
record $146.7 million as a component of comprehensive loss and $40.4 million as
an intangible pension asset.
Net sales in 2003 were $1,057.8 million, a increase of $21.6 million, or
2%, from 2002. Total shipments in 2003 were 2.35 million tons, a increase of
0.05 million tons, or 2%, from 2002 shipments of 2.30 million tons.
Tin mill product net sales for 2003 were $510.3 million, an increase of
$28.6 million from 2002. Shipments of tin mill product in 2003 were 863,000
tons, compared to 808,000 tons in 2002. The increase in tin mill product revenue
is due to an increase in our market share in higher value-added tin products.
Sheet product net sales for 2003 were $547.5 million, a decrease of $7.0
million from 2002. Shipments of sheet products in 2003 were 1.5 million tons,
compared to 1.5 million tons in 2002.
Cost of sales for 2003 were $1,100.4 million, or $468 per ton, compared to
$1,046.7 million, or $456 per ton, for 2002. The increase in cost of sales per
ton was primarily attributable to an increase in the Company's raw material and
energy costs in addition to higher pension costs, partially offset by the
Company's savings initiatives.
Selling, general and administrative expenses for 2003 were $19.3 million, a
decrease of $7.3 million from 2002. As part of its operating cost savings plan,
the Company continued to reduce its management workforce, resulting in lower
selling, general and administrative expenses.
The Company uses production variable depreciation to calculate depreciation
expense. During 2003, the Company had a scheduled hot mill furnace outage, which
reduced the production of hot bands, resulting in a decrease in the amount of
depreciation expense, taken on a unit of production basis, by $6.1 million
compared to 2002. In addition, we had assets that became fully depreciated in
2002 and we have reduced our spending on capital additions.
Effective May 1, 2003, the pension plan was frozen. Effective October 21,
2003, the Company's defined benefit pension plan was terminated by the PBGC. In
accordance with SFAS No. 88, "Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits," the
Company recognized a pension curtailment charge of $572.2 million.
23
Related to the plan freeze and termination, see Note 7 on pages 23 through 27 of
the December 31, 2003 Audited Financial Statements for additional information
related to the pension curtailment charge.
The Company incurred restructuring and severance charges of $4.6 million
during 2003, as a result of the Non-Represented Salaried Workforce Reduction
Program ("Program"). The Program was designed to permanently reduce the
non-represented salaried workforce.
The Company incurred reorganization costs of $12.8 million during 2003,
consisting primarily of professional fees related to its on-going Chapter 11
reorganization.
The Company's gain from unconsolidated subsidiaries of $0.4 million during
2003 was mainly attributable to WeBCo, which sells excess and secondary sheet
products.
Interest expense decreased $10.6 million in 2003, compared to the same
period in 2002. The decrease is a result of the exchange offers that were
completed in the third quarter of 2002 and, after filing for Chapter 11
protection during the second quarter of 2003, the Company no longer accrued for
interest expense on unsecured and under-secured debt. If the Company continued
to accrue contractual interest on unsecured and under-secured debt, interest
expense would have been $2.6 million in 2003.
During 2003 other income decreased $10.9 million, compared to the same
period in 2002. During 2003, the Company recognized a $4.1 million charge due to
the write-down of certain fixed assets and a $2.1 million charge related to the
write-off of deferred financing fees, partially offset by the sale of excess NOx
allowances of $3.1 million. During 2002, the Company sold excess NOx allowances
for $4.4 million, received approximately $3.2 million from the sale of stock
received as a result of demutualization of an insurer and the received a $1.9
million legal settlement from one of its suppliers.
The Company recorded no income tax benefit in 2003. Continuing losses and
the Company's voluntary bankruptcy petition have raised doubts about the
Company's ability to continue to realize additional deferred tax assets in the
future, such as operating loss carryforwards, prior to their expiration. During
2002, the Company received an income tax refund of $3.5 million as a result of
the Job Creation and Worker Assistance Act of 2002.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
The net loss for 2002 was $117.4 million, or $2.80 per diluted share.
Results for 2002 included a gain of $0.2 million on the early extinguishment of
debt, the sale of excess NOx allowances for $4.4 million, the sale of Prudential
common stock for $3.2 million as a result of Prudential's demutualization, a tax
refund of $3.5 million and a legal settlement of $1.9 million. The net loss for
2001 was $533.3 million or $12.85 per diluted share, which included a non-cash
charge of $153.8 million to fully reserve the deferred tax assets, restructuring
charges of $129.0 million related to fourth quarter 2001 workforce reductions,
$12.3 million for an involuntary first quarter 2001 reduction program for
non-represented employees, the write-off of our remaining interests in certain
joint ventures totaling $18.0 million and a loss on the early extinguishment of
debt of $1.0 million.
Net sales for 2002 were $1,036.2 million, an increase of $75.8 million or
8% from 2001. Total shipments for 2002 were 2.3 million tons, an increase of 0.1
million tons, or 5%, compared to 2001 shipments of 2.2 million tons. The
increase in revenue reflects the effects of the tariffs on imported steel and
the temporary curtailment of domestic production capacity during the first half
of 2002. In addition to the impact of the increase in shipment volume, our
revenues were positively impacted by higher selling prices on sheet products.
Average flat rolled sheet steel prices were higher by $34 per ton, or 10%,
during 2002 compared to 2001.
Tin mill product net sales for 2002 were $481.7 million, an increase of
$8.8 million from 2001. Shipments of tin mill products in 2002 were 808,000 tons
compared to 799,000 tons for 2001. The increase in revenue resulted from an
increase in shipments and a change in product mix.
Sheet product net sales for 2002 were $554.5 million, an increase of $66.7
million from 2001. Shipments of sheet product in 2002 were 1.5 million tons
compared to 1.4 million tons in 2001. The increase in revenue resulted from both
an increase in shipments of approximately 4% and an increase in selling prices.
Costs of sales for 2002 were $1,046.7 million, or $456 per ton, compared to
$1,041.5 million, or $467 per ton, for 2001. The decrease in cost of sales per
ton was attributable to our cost reduction efforts and the increase in shipments
as we gained certain economies of scale.
24
Selling, general and administrative expenses for 2002 were $26.6 million, a
decrease of $7.9 million from 2001. The Company has significantly reduced its
management workforce, resulting in lower selling, general and administrative
expenses.
In the fourth quarter of 2001, the Company negotiated new labor agreements
with the ISU and IGU that became effective in late October 2001. The agreements
provided for the permanent elimination of a minimum of 372 production and
maintenance jobs and a minimum of 78 office, clerical and technical jobs. We
also streamlined our management structure by elimination of non-core and
redundant activities resulting in a reduction of 100 management positions. As a
result of the workforce reductions, we recorded a fourth quarter 2001
restructuring charge of $129.0 million.
In March 2001, we implemented our 2001 Workforce Downsizing Program. The
program reduced non-represented staff employees by approximately 10%. As a
result, we recorded a first quarter 2001 restructuring charge of $12.3 million.
The Company's income from unconsolidated subsidiaries during 2002 is
related to WeBCo. WeBCo's increased profitability during 2002 was due to the
success of its new venture in selling excess and secondary sheet products.
During the first quarter of 2001, we recorded an $18.1 million charge to
loss from unconsolidated subsidiary as a result of writing-off our investments
in MetalSite and GalvPro.
Interest expense decreased $6.4 million in 2002 when compared to the same
period in 2001. The decrease was a result of our successful exchange offers.
Then current market conditions caused interest rates to be lowered
substantially, which resulted in a decrease in our interest expense even though
we had an increase in our borrowings during 2002. At December 31, 2002 and 2001,
we had borrowed $115.1 million and $87.8 million, respectively, under our senior
credit facility.
Other income increased $9.2 million from 2001 to 2002. During 2002, the
Company received proceeds from a legal settlement of $1.9 million. As required
by Section 126 of the Clean Air Act, limitations have been implemented to
control the NOx emissions from industrial boilers. Because the Company does not
use coal in its boilers and has taken steps to improve energy efficiency in its
operations, the Company was able to sell a portion of its NOx allowances in June
2002 for $4.4 million. In addition, during the first quarter of 2002, the
Company received approximately $3.2 million from the sale of Prudential
Financial stock it had received upon the demutualization of Prudential and $0.5
million related to import tariffs.
In June 2002, the Company received an income tax refund of $3.5 million in
accordance with the Job Creation and Worker Assistance Act of 2002 signed by
President Bush on March 9, 2002. This act provides for an expansion of the
carryback of NOLs from two years to five years for NOLs arising in 2001 and
2002. The Company was able to carryback its loss recorded in 2001 to the 1997
through 1999 tax years when it paid an alternative minimum tax. This carryback
allowed the Company to recover the entire amount of alternative minimum taxes
paid during those prior taxable years. Continuing losses have raised doubts
about the Company's ability to realize additional deferred tax assets in the
future, such as operating loss carryforwards, prior to their expiration. During
2001, a non-cash charge of $153.8 million was recorded to fully reserve the
Company's deferred tax assets. The net deferred tax assets generated in 2002 and
2001 were approximately $66 million (including $57.2 million related to the
recognition of a minimum pension liability discussed in the second succeeding
paragraph) and $144 million, respectively, and were fully offset by valuation
allowances.
In the second quarter of 2002, the Company recognized a gain from the early
extinguishment of debt related to the exchange offers. The 2001 loss on early
extinguishment of debt of $1.0 million pertains to costs incurred in the closing
of the inventory facility.
During 2002, the Company was required to record an additional minimum
pension liability. Because the additional minimum pension liability exceeded
unrecognized prior service costs, the Company was required to record $146.7
million as a component of comprehensive loss and $40.4 million as an intangible
pension asset.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management of the Company to make a number of estimates and assumptions relating
to the reported amount of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the period.
Significant items subject to such estimates and assumptions include the carrying
amount of property, plant and equipment, valuation allowances for receivables
and inventories; environmental liabilities; and assets
25
and obligations related to employee benefits. The Company believes the
accounting principles chosen are appropriate under the circumstances, and that
the estimates, judgments and assumptions involved in its financial reporting are
reasonable. Actual results could differ.
Management believes that the following are the more significant judgments
and estimates used in the preparation of the financial statements.
Reserves and Valuation Allowances: The Company evaluates its significant
reserves and valuation allowances and makes revisions to the estimates as
required. The ultimate cost or loss to the Company changes as additional
information becomes available. The Company uses the following policies to
establish its reserves:
- Accounts Receivable -- Management analyzes accounts receivable
balances on an ongoing basis, including historical bad debt and
customer claims information, customer creditworthiness and current
economic trends, to evaluate the adequacy of the allowances for
accounts receivable. The Company records appropriate provision for
loss whenever reasonable doubt exists as to the collectibility of
customer accounts receivable.
- Deferred Tax Assets -- On a quarterly basis, the Company considers the
likelihood of its ability to realize the future benefit of its
deferred tax assets given the uncertainty of the domestic steel
market. The Company utilizes information regarding historical and
projected financial performance and other factors relating to the
generation of taxable income as a basis for its estimates. During
2001, the Company determined that a valuation allowance was necessary
for all of its net deferred tax assets. The Company will continue to
evaluate the need for a valuation allowance on a quarterly basis.
- Environmental Matters -- Environmental matters are evaluated on an
individual occurrence basis. The Company works closely with its
environmental consultants and government agencies to estimate the cost
of environmental matters. Estimates are adjusted as information
becomes available to support such changes.
- Property, Plant and Equipment -- Production variable depreciation is
applied by establishing production capacity at the steel-making
facility and the finishing facility. Actual forecasted production is
then used to establish a percent of peak capacity or base capacity.
The percent of peak capacity or base capacity is then applied as an
adjustment factor to the unadjusted actual steel-making and finishing
depreciation to arrive at the adjusted actual steel-making and
finishing depreciation. All other depreciable assets are depreciated
on a straight-line basis
Asset Impairments: Based on the Company's filing under Chapter 11 of
Title 11 of the United States Code in the Bankruptcy Court, impairment
indicators were present at December 31, 2003 for all of the Company's long-lived
assets. As such, the Company compared the estimated undiscounted future cash
flows to the carrying value of the attributable long-lived assets. As the
Company's average long-lived assets are already more than two-thirds
depreciated, the levels of cash flows necessary for recoverability were greatly
reduced. The Company's recoverability estimates are based on higher selling
prices as reflected in current market conditions and the Company's assumption
that labor costs will decline due to a labor agreement comparable to the ISG
model which includes lower legacy costs.
Based on the impairment model utilized by the Company, in accordance
with SFAS No. 144, the estimated undiscounted future cash flows exceed the
carrying value of the attributable long-lived assets, and therefore, no
impairment charge was recorded in 2003. Should future actual results or
assumptions change, the Company may be required to record an impairment charge
in a future period. Additionally, the impairment analysis does not contemplate
the asset purchase agreement with ISG or related fair value of long-lived assets
which may be derived therefrom.
Pensions and Other Postemployment Benefits: Pension and other
postemployment benefit ("OPEB") expenses are based on, among other things,
assumptions of the discount rate, estimated return on plan assets, wage and
salary increases, the mortality of participants, and the current level and
escalation of health care costs in the future. On an annual basis, management
determines the assumptions to be used to compute pension and OPEB expense and
pension contributions based on discussions with the Company's actuaries and
other advisors. Changes in the factors discussed above and differences between
actual and assumed changes in the present value of liabilities or assets could
cause annual expense or contributions to increase or decrease materially from
year to year. Effective October 21, 2003, the Company's defined benefit pension
plan was terminated by the PBGC. In accordance with SFAS No. 88, "Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and
for Termination Benefits," the Company recognized a pension curtailment charge
of $572.2 million. Related to the plan freeze and termination, see Note 7 on
pages 23 through 27 of the December 31, 2003 Audited Financial Statements for
additional information related to the pension curtailment charge.
Inventory: Inventories are stated at the lower of cost or market, cost
being determined by the first-in, first-out method. The Company records an
appropriate provision for net realizable value which is based on, among other
things, estimated future selling prices.
26
The information regarding environmental matters is on pages 34 and 35 of
the December 31, 2003 Audited Financial Statements and is incorporated by
reference.
In November 1990, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 90-7, "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code." The SOP was prepared to
provide guidance on financial reporting by entities that have filed petitions
with the Bankruptcy Court and expect to reorganize as a going concerns under
Chapter 11 of Title 11 of the United States Code. The Company entered bankruptcy
on May 19, 2003, and adopted SOP 90-7 for all reporting subsequent to that date.
SOP 90-7 requires that the financial statements for periods following the
Chapter 11 filing through the Effective Date of a plan of reorganization
distinguish transactions and events that are directly associated with the
reorganization from the ongoing operations of the business. Accordingly,
revenues, expenses, realized gains and losses and provisions for losses directly
associated with the reorganization and restructuring of the business are
reported separately as Reorganization items, net in the Consolidated Statements
of Operations. The Consolidated Balance Sheet as of December 31, 2003
distinguishes pre-petition liabilities subject to compromise from both those
pre-petition liabilities that are not subject to compromise and from
post-petition liabilities. Liabilities subject to compromise are reported at the
amounts expected to be allowed, even if they may be settled for lesser amounts.
A summary of the Company's significant accounting policies is included in
Note 1 of the December 31, 2003 Audited Financial Statements and is incorporated
by reference. The Company believes that the application of these policies on a
consistent basis enables the Company to provide the users of the financial
statements with useful and reliable information about the Company's operating
results and financial condition.
RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
In December 2003, Financial Accounting Standards Board ("FASB") issued SFAS
No. 132 (revised), "Employers Disclosure about Pensions and Other Postretirement
Benefits." The Statement prescribes employers' disclosures about pension plans
and other postretirement benefit plans; it does not change the measurement or
recognition of those plans. The Statement retains and revises the disclosure
requirements contained in the original Statement 132. It also requires
additional disclosures about the assets, obligations, cash flows, and net
periodic benefit cost of defined benefit pension plans and other postretirement
benefit plans. The Statement generally is effective for fiscal years ending
after December 15, 2003. The Company's disclosures in Note 7 and Note 8
incorporate the requirements of Statement 132 (revised).
In May 2003, FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." The
Statement requires the Company to classify a financial instrument within its
scope as a liability (or an asset in some circumstances). These include certain
financial instruments that a) are mandatorily redeemable, b) embody an
obligation to repurchase the Company's equity shares or c) embody an obligation
that the Company must or may settle by issuing a variable number of its equity
shares. The provisions of SFAS No. 150 were effective as of the first interim
period beginning after June 15, 2003. For further discussion refer to the
"Preferred Stock" discussion in Note 11. In accordance with the provisions of
SFAS No. 150, both the Preferred Series C and Preferred Series D stocks were
reclassified to liabilities upon adoption of SFAS No. 150 and then reclassified
to liabilities subject to compromise in accordance with the requirements of
bankruptcy accounting discussed below.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," ("FIN 46"). FIN 46 requires the primary beneficiary
to consolidate certain variable interest entities ("VIEs"). The primary
beneficiary is generally defined as one having the majority of the risks and
rewards arising from the VIE. For VIEs in which a significant (but not majority)
variable interest is held, certain disclosures are required. The consolidation
requirements of FIN 46 apply immediately to VIEs created after January 31, 2003.
The consolidation requirements apply to older entities in the first fiscal year
or interim period ending after December 15, 2003. The adoption of FIN 46 is not
applicable to the financial position or results of operations of the Company.
In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure; Amendment of FASB Statement No. 123."
SFAS 148 provides 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 123 to
provide more frequent and more prominent disclosure. The Company has adopted
both the annual and interim disclosure provisions of SFAS 148, and these
disclosures are properly included in the notes to these consolidated condensed
financial statements. The Company is not changing to the fair value based method
of accounting for stock-based employee compensation. Therefore, the transition
provisions are not applicable.
27
In April 2002, FASB issued SFAS No. 145, "Recission of FASB Statements No.
4, 44 and 64, Amendment of SFAS No. 13 and Technical correction". Under SFAS No.
4, all gains and losses from extinguishment of debt were required to be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. SFAS No. 145 eliminates SFAS No. 4 and, thus, the exception
to applying Opinion 30 to all gains and losses related to extinguishment of
debt. As a result gains and losses from extinguishment of debt should be
classified as extraordinary items only if they meet the criteria in Opinion 30.
Applying the provision of Opinion 30 will distinguish transactions that are part
of an equity's recurring operations from those that are unusual or infrequent or
that meet the criteria for classification as an extraordinary item. As a result,
the 2003, 2002 and 2001 amounts, previously reported as extraordinary gain
(loss) on extinguishment of debt has been reclassified in the statement of
operations.
In November 2002, FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 elaborates on the disclosures and
clarifies the accounting related to a guarantor's obligation in issuing a
guarantee. The adoption of FIN 45 did not have a material effect on the
financial position or results of operations of the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our operations consume large amounts of natural gas and blast furnace coke.
Global demand for coke is high. China, the largest exporter of coke, is
producing less and consuming more coke. Domestic coke demand is greater than
supply caused by recent blast furnace start-ups and coke plant closures and
reduced coke production from U.S. Steel has aggravated an already worldwide
shortage of coke. The Company's coke prices have risen approximately $16.0 per
ton from 2002 to 2003. At normal consumption levels, a $1.00 per ton change in
our coke costs would result in an estimated $1.1 million change in our annual
operating costs. Domestic natural gas prices increased from an average of $2.95
per mcf in 1999 to an average of $6.14 per mcf in 2003. At normal consumption
levels, a $1.00 per mcf change in domestic natural gas prices would result in an
estimated $17.0 million change in our normal operating costs.
A primary source of energy used by the Company in its steel manufacturing
process is natural gas. For the year ended December 31, 2003 and 2002, the
average price of natural gas consumed by the Company was $5.89/mcf and
$4.00/mcf, respectively, for a total cost of $102.0 million and $69.0 million,
respectively. A hypothetical 10% change in the Company's natural gas prices
would result in a change in the Company's pretax loss of approximately $10.0
million.
The fair values of cash and cash equivalents, receivables and accounts
payable approximated carrying values and were relatively insensitive to changes
in interest rates at December 31, 2003 due to the short term maturity of these
instruments.
We had the following financial liabilities (where fair value differed from
carrying value) as of December 31, 2003:
DECEMBER 31, 2003
----------------------------
CARRYING VALUE FAIR VALUE
-------------- ----------
(DOLLARS IN MILLIONS)
Long term debt obligations......................... $ 279.3 -
Series A redeemable preferred stock................ 19.0 -
Series C convertible redeemable preferred stock.... 48.4 -
In light of the Company's Chapter 11 Bankruptcy filing and the
uncertainty surrounding the APA it is not practicable for the Company to
estimate the fair value of the Company's long-term debt obligations for the year
ended December 31, 2003.
- -----------
Our market risk strategy has generally been to obtain competitive prices
for our products and services and allow operating results to reflect market
price movements dictated by supply and demand for our products.
28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS, NOTES THERETO, SELECTED
QUARTERLY FINANCIAL DATA AND REPORT OF THE INDEPENDENT AUDITORS SHOWN BELOW
UNDER THE INDEX TO CONSOLIDATED FINANCIAL STATEMENTS FILED AS PART OF THE
COMPANY'S CURRENT REPORT ON FORM 8-K DATED APRIL 5, 2004, AND HAVING THE PAGE
NUMBERS SHOWN BELOW AS APPEARING ON FORM 8-K) ARE HEREIN INCORPORATED BY
REFERENCE.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Independent Auditors' Report................................... 1
Consolidated Statements of Operations and Comprehensive
Loss for the Years Ended December 31, 2003, 2002 and 2001.... 3
Consolidated Balance Sheets as of December 31, 2003 and
2002......................................................... 4
Consolidated Statements of Cash Flows for the Years
Ended December 31, 2003, 2002 and 2001....................... 5
Consolidated Statement of Changes in Stockholders'
Equity for the Years Ended December 31, 2003, 2002 and 2001.. 6
Notes to Consolidated Financial Statements..................... 7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On June 4, 2002, the Registrant engaged KPMG LLP ("KPMG") as its
independent public accountants for the year ended December 31, 2002. The
Registrant also notified Arthur Andersen LLP ("Andersen") that it was being
dismissed as the Registrant's independent public accountant, effective
immediately. The engagement of KPMG and the dismissal of Andersen resulted from
action taken by the Registrant's Board of Directors upon recommendation of its
Audit Committee. Andersen and its predecessors had served in that position since
1984.
During the prior two fiscal years and through June 4, 2002, the Registrant
did not consult KPMG with respect to the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's consolidated financial
statements, or any other matter or reportable events as set forth in Items 304
(a)(2)(i) and (ii) of Regulation S-K.
Andersen's reports on the Registrant's consolidated financial statements
for the years ended December 31, 2001 and 2000 did not contain any adverse
opinions or disclaimers of opinion, audit scope or accounting principle except
as follows:
Andersen's report on the Registrant's consolidated financial statements for
the year ended December 31, 2001, contained a separate paragraph stating:
"The Company (Weirton Steel Corporation) has suffered recurring losses from
operations and has a Total Stockholders' Deficit that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 2. The financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern."
During the years ended December 31, 2001 and 2000 and through the June 4,
2002 date of termination, there were no disagreements with Andersen on any
matter of accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Andersen's satisfaction,
would have caused Andersen to make reference to the subject matter in connection
with its reports on the Registrant's consolidated financial statements for such
years. Moreover, there were no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K.
In the prior year, the Registrant provided Andersen with a copy of the
foregoing statements, and Andersen provided a letter stating that it agreed with
the disclosure contained herein.
29
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the Company's disclosure controls and procedures as of December 31,
2003, and they have concluded that these controls and procedures are effective.
CHANGES IN INTERNAL CONTROLS
There are no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS OF THE COMPANY.
The information required by this Item regarding executive officers is
incorporated by reference from the section captioned "Executive Officers of the
Company" in Part I, Item I of this report
DIRECTORS
The information required by this Item is contained under the caption
"Directors" of the Proxy Statement and is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is contained under the caption
"Executive Compensation" of the Proxy Statement and is incorporated by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is contained under the caption
"Security Ownership of Certain Beneficial Owners and Management" of the Proxy
Statement and is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is contained under the caption
"Certain Relationships and Related Transactions" of the Proxy Statement and is
incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is contained under the caption
"Principal Accounting Fees and Services" of the Proxy Statement and is
incorporated by reference.
30
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The list of financial statements required to be filed by Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form
10-K and included in the 8K are as follows:
FINANCIAL STATEMENTS PAGE
-------------------- ----
Independent Auditors' Report................................... 1
Consolidated Statements of Operations and Comprehensive
Loss for the years ended December 31, 2003, 2002 and 2001.... 3
Consolidated Balance Sheets as of December 31, 2003 and
2002......................................................... 4
Consolidated Statements of Cash Flows for the years
ended December 31, 2003, 2002 and 2001....................... 5
Notes to Consolidated Financial Statements..................... 7
Supplementary Financial Information............................ S-1
2. The list of financial statement schedules required to be filed by Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form
10-K is as follows:
Report of Independent Public Accountants on
Financial Statement Schedules........................... S-1
Schedule:
I Valuation and Qualifying Accounts........... S-2
3. Exhibits.
The response to this item is incorporated by reference to the "Exhibit
Index" hereof.
(b) Reports on Form 8-K.
1. October 16, 2003 -- Item 9, Monthly Operating Report for the period
September 1, 2003 to September 30, 2003, as filed with the Court.
2. October 21, 2003 -- Item 5, Pension Benefit Guaranty Corporation's
notification of the termination of Weirton Steel Corporation
Retirement Plan.
3. October 22, 2003 -- Item 9, Amendment 1 to the Monthly Operating
Report for the period September 1, 2003 to September 30, 2003, as
filed with the Court.
4. November 17, 2003 -- Item 9, Monthly Operating Report for the period
October 1, 2003 to October 31, 2003, as filed with the Court.
5. December 15, 2003 -- Item 9, Monthly Operating Report for the period
November 1, 2003 to November 30, 2003, as filed with the Court.
6. January 9, 2004 -- Item 5, The Company announces that a raw material
shortage will result in an impending curtailment of operations.
7. February 2, 2004 -- Item 9, Monthly Operating Report for the period
December 1, 2003 to December 31, 2003, as filed with the Court.
8. February 18, 2004 -- Item 9, Monthly Operating Report for the period
January 1, 2004 to January 31, 2004, as filed
31
with the Court.
9. February 18, 2004 -- Item 5, The Company announces that it has agreed
to sell substantially all of its assets to International Steel Group
Inc., subject to Court approval and other conditions.
10. March 16, 2004 -- Item 9, Monthly Operating Report for the period
February 1, 2004 to February 29, 2004, as filed with the Court.
11. April 5, 2004 - Item 12, December 31, 2003 Audited Financial
Statements and Footnotes.
(c) The exhibits listed under Item 15(a)(3) are filed herewith or incorporated
herein by reference.
(d) The financial statement schedules listed under Item 15(a)(2) are filed
herewith.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Weirton Steel Corporation has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
on the 14th day of April 2004.
WEIRTON STEEL CORPORATION
By: /s/ MARK E. KAPLAN
-------------------------------------
Mark E. Kaplan
President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
Weirton Steel Corporation and in the capacities indicated on the 14th day of
April 2004.
/s/ D. LEONARD WISE
- ----------------------
D. Leonard Wise
Chief Executive Officer
(principal executive officer)
Director
/s/ Mark E. Kaplan
- ----------------------
Mark E. Kaplan
President and Chief Financial Officer
(principal accounting and financial officer)
Director
- ----------------------
Michael Bozic
Director
/s/ RICHARD R. BURT
- ----------------------
Richard R. Burt
Chairman of the Board of Directors
/s/ EDSON R. ARNEAULT
- ----------------------
Ted Arneault
Director
- ----------------------
Mark G. Glyptis
Director
/s/ THOMAS R. STURGES
- ----------------------
Thomas R. Sturges
Director
- ----------------------
Ronald C. Whitaker
Director
- ----------------------
Wendell W. Wood
Director
33
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1 Restated Certificate of Incorporation of the Company
(incorporated by Reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 filed May 3, 1989,
Commission File No. 33-28515).
3.2 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, Commission File No.
1-10244).
3.3 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated December 13, 2002
(incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 2002, Commission File No. 1-10244).
3.4 By-laws of the Company (incorporated by reference to Exhibit
3.3 to the Company's Registration Statement on Form S-1 filed
May 3, 1989, Commission File No. 33-28515).
3.5 Amendment to the By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal Year ended December 31, 1994,
Commission File No. 1-10244).
3.6 Certificate of the Designation, Powers, Preferences and Rights
of the Convertible Voting Preferred Stock, Series A
(incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal Year ended December
31, 1989, Commission File No. 1-10244).
3.7 Certificate of the Designation, Powers, Preferences and Rights
of the Convertible Redeemable Preferred Stock, Series C
(incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K June 18, 2002, Commission File No.
1-10244).
3.8 Certificate of the Designation, Powers, Preferences and Rights
of the Exchangeable Redeemable Preferred Stock Series D
(incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K filed November 14, 2003)
4.1 Amended and Restated Loan and Security Agreement dated as of
May 3, 2002 by and among the Company, various lenders party
thereto, and Fleet Capital Corporation as agent for the
lenders (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed June 18, 2002,
Commission File No. 1-10244).
4.2 Amendment No. 1 dated June 10, 2002 to the Amended and
Restated Loan and Security Agreement, dated as of May 3, 2002
among the Company, various lenders party thereto, and Fleet
Capital Corporation, as agent for the lenders (incorporated by
reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.3 Amendment No. 2 dated June 18, 2002 to the Amended and
Restated Loan and Security Agreement, dated as of May 3, 2002,
among the Company, various lenders party thereto, and Fleet
Capital Corporation, as agent for the lenders (incorporated by
reference to Exhibit 10.3 to the Company's Current Report on
Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.4 Amendment No. 3 dated January 8, 2003 to the Amended and
Restated Loan and Security Agreement, dated as of May 3, 2002,
among the Company, various lenders party thereto, and Fleet
Capital Corporation, as agent for the lenders (incorporated by
reference to Exhibit 4.4 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002,
Commission File No. 1-10244).
4.5 Amendment No. 4 dated February 19, 2003 to the Amended and
Restated Loan and Security Agreement, dated as of May 3,
34
2002, among the Company, various lenders party thereto, and
Fleet Capital Corporation, as agent for the lenders
(incorporated by reference to Exhibit 4.5 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 2002, Commission File No. 1-10244).
4.6 Credit Line Deed of Trust, made as of June 18, 2002, by the
Company, for the benefit of Fleet Capital Corporation, as
agent, relating to the Company's tin mill site (incorporated
by reference to Exhibit 4.13 to the Company's Current Report
on Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.7 Credit Line Deed of Trust, made as of June 18, 2002, by the
Company, for the benefit of Fleet Capital Corporation, as
agent, relating to the Company's hot mill site (incorporated
by reference to Exhibit 4.14 to the Company's Current Report
on Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.8 Amended and Restated Credit Line Deed of Trust, made as of
June 18, 2002, by the Company, for the benefit of Fleet
Capital Corporation, as agent, relating to the Company's
tandem mill site (incorporated by reference to Exhibit 4.15 to
the Company's Current Report on Form 8-K filed June 18, 2002,
Commission File No. 1-10244).
4.9 Company's 10% Senior Secured Notes due 2008 (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.10 Indenture between the Company and J.P. Morgan Trust Company,
National Association, as trustee, relating to the Company's
10% Senior Secured Notes due 2008 (incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K
filed June 18, 2002, Commission File No. 1-10244).
4.11 Indenture of Trust by and between the City of Weirton and J.P.
Morgan Trust Company, as Trustee relating to the City's Series
2002 Secured Pollution Control Revenue Refunding Bonds.
(incorporated by reference to Exhibit 4.3 to the Company's
Current Report on Form 8-K filed June 18, 2002, Commission
File No. 1-10244).
4.12 City of Weirton, WV Series 2002 Secured Pollution Control
Revenue Refunding Bonds (incorporated by reference to Exhibit
4.4 to the Company's Current Report on Form 8-K filed June 18,
2002, Commission File No. 1-10244).
4.13 Agreement between the Company and the City of Weirton, West
Virginia, as issuer, relating to the Series 2002 Secured
Pollution Control Revenue Refunding Bonds due 2012
(incorporated by reference to Exhibit 4.5 to the Company's
Current Report on Form 8-K filed June 18, 2002, Commission
File No. 1-10244).
4.14 Deed of Trust, made as of June 18, 2002, by the Company, for
the benefit of J.P. Morgan Trust Company, National
Association, as trustee with respect to the Company's 10%
Senior Secured Notes due 2008, and the City of Weirton, West
Virginia, as issuer of its Series 2002, Secured Pollution
Control Revenue Refunding Bonds (Weirton Steel Corporation
Project) relating to the Company's tin mill site (incorporated
by reference to Exhibit 4.9 to the Company's Current Report on
Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.15 Deed of Trust, made as of June 18, 2002, by the Company, for
the benefit of J.P. Morgan Trust Company, National
Association, as trustee with respect to the Company's 10%
Senior Secured Notes due 2008, and the City of Weirton, West
Virginia, as issuer of its Secured Pollution Control Revenue
Refunding Bonds (Weirton Steel Corporation Project) Series
2002, relating to the Company's hot mill site (incorporated by
reference to Exhibit 4.10 to the Company's Current Report on
Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.16 Deed of Trust, made as of June 18, 2002, by the Company, for
the benefit of J.P. Morgan Trust Company, National
Association, as trustee with respect to the Company's 10%
Senior Secured Notes due 2008, and the City of Weirton, West
Virginia, as issuer of its Secured Pollution Control Revenue
Refunding Bonds (Weirton Steel Corporation Project) Series
2002, relating to the Company's tandem mill site (incorporated
by reference to Exhibit 4.11 to the Company's
35
Current Report on Form 8-K filed June 18, 2002, Commission
File No. 1-10244).
4.17 Assignment and Transfer of Deeds of Trust and Security
Agreement, made as of June 18, 2002, by the City of Weirton,
West Virginia, as issuer of its Secured Pollution Control
Revenue Refunding Bonds (Weirton Steel Corporation Project)
Series 2002, for the benefit of J.P. Morgan Trust Company,
National Association, as trustee with respect to the City's
Secured Pollution Control Revenue Refunding Bonds (Weirton
Steel Corporation Project) Series 2002 (incorporated by
reference to Exhibit 4.12 to the Company's Current Report on
Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.18 Security Agreement among the Company, J.P. Morgan Trust
Company as trustee for the holders of the Senior Secured Notes
and the City of Weirton (incorporated by reference to Exhibit
4.8 to the Company's Current Report on Form 8-K filed June 18,
2002, Commission File No. 1-10244).
4.19 Indenture dated July 3, 1996 between the Company and Bankers'
Trust Company, as trustee, relating to the Company's 11 3/8%
Notes due 2004 (incorporated by reference to Exhibit 4.5 to
the Company's Registration Statement on Form S-4 filed on July
10, 1996, Commission File No. 333- 07913).
4.20 First Supplement Indenture between the Company and Deutsche
Bank Trust Company Americas, as trustee, relating to the
Company's 11 3/8% Senior Notes due 2004 (incorporated by
reference to Exhibit 4.16 to the Company's Current Report on
Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.21 Indenture dated as of June 12, 1995 between the Company and
Bankers' Trust Company, as trustee, relating to $125,000,000
principal amount of 10 3/4 Senior Unsecured Notes due 2005,
including Form of Note (incorporated by reference to Exhibit
4.4 to the Company's Registration Statement on Form S-4 filed
on July 27, 1995, Commission File No. 33-61345).
4.22 First Supplemental Indenture dated as of August 12, 1996
between the Company and Bankers' Trust Company, as trustee,
relating to the Company's 10 3/4% Senior Unsecured Notes due
2005 (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, Commission File No. 1-10244).
4.23 Second Supplemental Indenture between the Company and Deutsche
Bank Trust Company Americas, as trustee, relating to the
Company's 10 3/4% Senior Notes due 2005 (incorporated by
reference to Exhibit 4.17 to the Company's Current Report on
Form 8-K filed June 18, 2002, Commission File No. 1-10244).
4.24 Loan Agreement dated November 1, 1989 between the Company and
the City of Weirton, West Virginia, as issuer, relating to the
Series 1989 Bonds due 2014 (incorporated by reference to
Exhibit 4.9 to Amendment No. 2 to the Company's Registration
Statement on Form S-4, filed December 3, 2001, Commission File
No. 333-72598).
4.25 First Amendment to Loan Agreement between the Company and the
City of Weirton, West Virginia, as issuer, relating to the
Series 1989 Bonds due 2014 (incorporated by reference to
Exhibit 4.18 to the Company's Current Report on Form 8-K filed
June 18, 2002, Commission File No. 1-10244).
4.26 Intercreditor Agreement among Fleet Capital Corporation, as
agent, and J.P. Morgan Trust Company, National Association as
trustee under the Indenture relating to the 10% Senior Secured
Notes du 2008 and the Indenture relating to the Secured Series
2002 Bonds (previously filed) (incorporated by reference to
Exhibit 4.6 to the Company's Current Report on Form 8-K filed
June 18, 2002, Commission File No. 1-10244).
4.27 Collateral Agency and Second Lien Intercreditor Agreement by
and among J.P. Morgan Trust Company, National Association, as
trustee for the holders of the Senior Secured Notes and J.P.
Morgan Trust Company as trustee for the holders of the Secured
Series 2002 Bonds, and J.P. Morgan Trust Company as Collateral
Agent (incorporated by reference to Exhibit 4.7 to the
Company's Current Report on Form 8-K filed June 18, 2002,
Commission File No. 1-10244)
36
4.28 Loan Agreement between the Company and Steelworks Community
Federal Credit Union dated August 15, 2002. (incorporated by
reference to Exhibit 4.28 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002,
Commission File No. 1-10244).
4.29 Deed of Trust made by the Company for the benefit of
Steelworks Community Federal Credit Union dated August 15,
2002. (incorporated by reference to Exhibit 4.29 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, Commission File No. 1-10244).
4.30 Form of Debtor-in-Possession Loan and Security Agreement dated
as of May 20, 2003 (incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K filed May 20,
2003)
4.31 Amendment No. 1 to the Debtor-in Possession Loan and Security
Agreement dated as of June 16, 2003 (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K
filed June 16, 2003)
4.32 Amendment No. 2 to the Debtor-in Possession Loan and Security
Agreement dated as of August 6, 2003 (incorporated by
reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed August 6, 2003)
10.1 Redacted Pellet Sale and Purchase Agreement dated as of
September 30, 1991 between Cleveland-Cliffs Iron Company and
the Company (incorporated by reference to Exhibit 10.18 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992, Commission File No. 1-10244).
10.2 Redacted Amendment No. 1 dated January 31, 2003 to the MOU --
Coke Supply Agreement General Terms and Conditions dated March
1, 2002 with United States Steel Corporation (incorporated by
reference to Exhibit 10.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002,
Commission File No. 1-10244).
10.3 1984 Employee Stock Ownership Plan, as amended and restated
(incorporated by reference to Exhibit 10.3 to the Company's
Annual Report on Form 10-K For the fiscal year ended December
31, 1989, Commission File No. 1-10244).
10.4 1989 Employee Stock Ownership Plan (incorporated by reference
to Exhibit 10.4 to the Company's Annual Report on Form 10-K
for the fiscal year Ended December 31, 1989, Commission File
No. 1-10244).
10.5 Amendments to the 1984 and 1989 Employee Stock Ownership
Plans, effective May 26, 1994 (incorporated by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995).
10.6 Weirton Steel Corporation 1987 Stock Option Plan (incorporated
by reference to Exhibit 10.5 to the Company's Registration
Statement on Form S-1 filed May 3, 1989, Commission File No.
33-28515).
10.7 Weirton Steel Corporation 1998 Stock Option Plan, as amended
and restated (incorporated by reference to Exhibit 10.16 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, Commission File No. 1-10244).
10.8 Deferred Compensation Plan for Directors, as amended and
restated through December 1, 2000 (incorporated by reference
to Exhibit 10.17 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, Commission File
No. 1-10244).
10.9 Weirton Steel Corporation Executive Healthcare Program
effective date July 1, 1999 (incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, Commission File No.
1-10244).
10.10 Weirton Steel Corporation Supplemental Executive Retirement
Plan (incorporated by reference to Exhibit 10.11 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission File No. 1-10244).
10.11 Employment Agreement between John H. Walker and the Company
dated April 18, 2002 (incorporated by reference to Exhibit
10.21 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, Commission File No. 1-10244).
10.12 Employment Agreement between Mark E. Kaplan and the Company
dated August 7, 2003. (incorporated by reference to Exhibit
10.2 to the Company's Current Report on Form 8-K filed August
7, 2003)
10.13 Employment Agreement between Mark E. Kaplan and the Company
37
dated April 18, 2002 (incorporated by reference to Exhibit
10.23 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, Commission File No. 1-10244).
10.14 Employment Agreement between William R. Kiefer and the Company
dated December 21, 2001 (incorporated by reference to Exhibit
10.25 to Amendment No. 4 to the Company's Registration
Statement on Form S-4, filed March 12, 2002, Commission File
No. 333-72598).
10.15 Employment Agreement between Edward L. Scram and the Company
dated December 21, 2001 (incorporated by reference to Exhibit
10.27 to Amendment No. 4 to the Company's Registration
Statement on Form S-4, filed March 12, 2002, Commission File
No. 333-72598).
10.16 Employment Agreement between Michael J. Scott and the Company
dated December 21, 2001 (incorporated by reference To Exhibit
10.28 to Amendment No. 4 to the Company's Registration
Statement on Form S-4, filed March 12, 2002, Commission File
No. 333-72598).
10.17 Employment Agreement between D. Leonard Wise and the Company
dated August 7, 2003. (incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K filed August
7, 2003)
10.18 Purchase Agreement dated as of October 26, 2001 by and among
MABCO Steam Company, LLC, FW Holdings, Inc., and the Company
(incorporated by reference to Exhibit 10.30 to Amendment No. 1
to the Company's Registration Statement on Form S-4, filed
November 21, 2001, Commission File No. 333-72598).
10.19 Lease Agreement dated as of October 26, 2001 between MABCO
Steam Company, LLC, and FW Holdings, Inc. (incorporated by
Reference to Exhibit 10.31 to Amendment No. 1 to the Company's
Registration Statement on Form S-4, filed November 21, 2001,
Commission File No. 333-72598).
10.20 Summary of Key Employee Retention Program approved by the
bankruptcy court on August 25, 2003. (incorporated by
reference to Exhibit 10.3 to the Company's Current Report on
Form 8-K filed August 25, 2003)
10.21 Asset Purchase Agreement - Amended and Restated ISG APA, dated
February 25, 2004.
10.22 Asset Purchase Agreement - WSC Acquisition Corporation APA,
dated April 6, 2004
22.1 Subsidiaries of the Company (filed herewith).
23.1 Consent of KPMG LLP, independent public accountants (filed
Herewith).
31.1 Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
38
SCHEDULE S-1:
INDEPENDENT AUDITORS' REPORT
ON FINANCIAL STATEMENT SCHEDULE
The Board of Directors
Weirton Steel Corporation:
Under date of March 26, 2004, we reported on the consolidated balance sheets of
Weirton Steel Corporation and subsidiaries as of December 31, 2003 and 2002 and
the related consolidated statements of operations and comprehensive loss,
changes in stockholders' equity (deficit), and cash flows for each of the years
in the two-year period ended December 31, 2003, which report appears in Form 8-K
filed by Weirton Steel Corporation and subsidiaries on April 5, 2004 and
incorporated by reference into the annual report on Form 10-K for the year ended
December 31, 2003. Our audit report dated March 26, 2004 contains an explanatory
paragraph that states that the Company has incurred significant recurring losses
from operations, has an accumulated deficit and, as discussed in note 2 to the
consolidated financial statements incorporated by reference, filed a voluntary
petition seeking to reorganize under Chapter 11 of the federal bankruptcy laws
and entered into an agreement to sell substantially all of its assets which
raise substantial doubt about its ability to continue as a going concern. The
consolidated financial statements incorporated by reference do not include any
adjustments that might result from the outcome of these uncertainties. In
connection with our audit of the aforementioned consolidated financial
statements incorporated by reference, we also audited the related consolidated
financial statement schedule as listed under Item 15(a)(2). This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
The financial statement schedule as listed under Item 15(a)(2) has been prepared
assuming that the Company will continue as a going concern. As discussed in note
2 to the consolidated financial statements incorporated by reference, the
Company has sustained significant recurring losses from operations, has an
accumulated deficit and, as discussed in note 2 to the consolidated financial
statements incorporated by reference, filed a voluntary petition seeking to
reorganize under Chapter 11 of the federal bankruptcy laws and entered into an
agreement to sell substantially all of its assets, which raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in note 3 to the consolidated financial
statements incorporated by reference. The financial statement schedules do not
include any adjustments that might result from the outcome of these
uncertainties.
/s/ KPMG LLP
Pittsburgh, Pennsylvania
March 26, 2004
39
SCHEDULE S-2:
WEIRTON STEEL CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
(DOLLARS IN THOUSANDS)
BALANCE AT CHARGES TO BALANCE AT
BEGINNING OF COST AND END OF
DESCRIPTION YEAR PERIOD EXPENSE DEDUCTIONS PERIOD
----------- ---- ------ ------- ---------- ------
Allowance for doubtful accounts,
discounts, claims and allowances...... 2003 $ 6,487 $ 30,731 $ 29,672 $ 7,546
2002 7,487 26,587 27,587 6,487
2001 9,008 40,220 41,741 7,487
Valuation allowance for deferred tax
assets................................ 2003 $459,407 $ 272,868 $ 57,200 $ 675,075
2002 360,075 160,225 60,893 459,407
2001 61,811 301,621 3,357 360,075
Severance and other liabilities
resulting from restructuring charges*. 2003 $ -- $ 4,600 $ 200 $ 4,400
2002 4,016 -- 4,016 --
2001 -- 5,133 1,117 4,016
* Excludes charges, deductions and liabilities related to pensions, other
post-retirement benefit obligations, and the Company's obligation to
reimburse the National Steel Corporation pension plan for Weirton
employees, the liabilities for which are actuarially determined.
40