UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-9887
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OREGON STEEL MILLS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-0506370
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1000 S.W. Broadway, Suite 2200, Portland, Oregon 97205
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(Address of principal executive offices) (Zip Code)
(503)240-5226
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $.01 Par Value 26,396,170
---------------------------- -----------------------------------
Class Number of Shares Outstanding
(as of August 1, 2003)
OREGON STEEL MILLS, INC.
INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 2003 (unaudited) and
December 31, 2002.......................................2
Consolidated Statements of Operations (unaudited)
Three months and six months ended June 30, 2003
and 2002............................................... 3
Consolidated Statements of Cash Flows (unaudited)
Six months ended June 30, 2003 and 2002............... 4
Notes to Consolidated Financial Statements
(unaudited) .......................................5 - 14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 15 - 18
Item 3. Quantitative and Qualitative Disclosures about
Market Risk........................................... 19
Item 4. Controls and Procedures...................................19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...................................20
Item 2. Changes in Securities and Use of Proceeds............20
Item 6. Exhibits and Reports on Form 8-K.................... 20
SIGNATURES........................................................ 21
Exhibit Index.......................................................22
OREGON STEEL MILLS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
JUNE 30, DECEMBER 31,
2003 2002
----------- --------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 24,766 $ 33,050
Trade accounts receivable, less allowance for doubtful
accounts of $4,711 and $4,346 61,297 84,547
Inventories 150,590 162,834
Deferred income taxes 10,601 8,109
Other 6,984 6,922
--------- ---------
Total current assets 254,238 295,462
--------- ---------
Property, plant and equipment:
Land and improvements 33,143 30,936
Buildings 53,901 52,653
Machinery and equipment 808,813 793,537
Construction in progress 14,611 17,444
--------- ---------
910,468 894,570
Accumulated depreciation (421,841) (371,192)
--------- ---------
Net property, plant and equipment 488,627 523,378
--------- ---------
Goodwill, net 520 520
Intangibles, net 900 1,106
Other assets 26,463 28,896
--------- ---------
TOTAL ASSETS $ 770,748 $ 849,362
========= =========
LIABILITIES
Current liabilities:
Accounts payable $ 62,847 $ 63,325
Accrued expenses 69,098 81,760
--------- ---------
Total current liabilities 131,945 145,085
Long-term debt 301,624 301,428
Deferred employee benefits 24,543 23,222
Environmental liability 28,730 30,482
Deferred income taxes 12,113 16,895
--------- ---------
Total liabilities 498,955 517,112
--------- ---------
Minority interests 21,362 25,260
--------- ---------
Contingencies (Note 8)
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; 1,000 shares
authorized; none issued -- --
Common stock, par value $.01 per share; authorized 45,000 shares,
26,388 shares issued and outstanding 264 258
Additional paid-in capital 227,633 227,639
Retained earnings 38,636 99,610
--------- ---------
266,534 327,507
--------- ---------
Accumulated other comprehensive income:
Cumulative translation adjustment (4,437) (8,851)
Minimum pension liability (11,666) (11,666)
--------- ---------
Total stockholders' equity 250,431 306,990
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 770,748 $ 849,362
========= =========
The accompanying notes are an integral part of the consolidated
financial statements.
-2-
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
2003 2002 2003 2002
------------- ------------ ---------- ---------
SALES:
Product Sales $ 179,220 $ 217,774 $ 346,151 $ 405,675
Freight 10,674 13,543 19,425 24,710
--------- --------- --------- ---------
189,894 231,317 365,576 430,385
COSTS AND EXPENSES:
Cost of sales 190,006 197,443 359,607 374,812
Fixed and other asset impairment charges (1) 36,113 -- 36,113 --
Selling, general and administrative 12,434 15,774 24,925 29,907
Gain on sale of assets (213) (111) (274) (1,069)
Incentive compensation 117 1,192 339 1,643
--------- --------- --------- ---------
238,457 214,298 420,710 405,293
--------- --------- --------- ---------
Operating income (loss) (48,563) 17,019 (55,134) 25,092
OTHER INCOME (EXPENSE):
Interest expense, net (8,352) (8,288) (16,561) (16,940)
Minority interests 2,204 (232) 2,462 (364)
Other income, net 459 965 735 1,471
--------- --------- --------- ---------
Income (loss) before income taxes (54,252) 9,464 (68,498) 9,259
INCOME TAX BENEFIT (EXPENSE) 2,305 (4,263) 7,525 (4,179)
--------- --------- --------- ---------
Income (loss) before cumulative effect of
change in accounting principle (51,947) 5,201 (60,973) 5,080
Cumulative effect of change in accounting
principle, net of tax of $11,274, net of
minority interests of $2,732 -- -- -- (17,967)
--------- --------- --------- ---------
NET INCOME (LOSS) $ (51,947) $ 5,201 $ (60,973) $ (12,887)
========= ========= ========= =========
BASIC AND DILUTED INCOME (LOSS) PER SHARE
Income (loss) before cumulative effect of
change in accounting principle $ (1.97) $ 0.20 $ (2.31) $ 0.19
Cumulative effect of change in
accounting principle -- -- -- (0.68)
--------- --------- --------- ---------
Net income (loss) per share $ (1.97) $ 0.20 $ (2.31) $ (0.49)
========= ========= ========= =========
WEIGHTED AVERAGE COMMON SHARES AND
COMMON SHARE EQUIVALENTS OUTSTANDING:
Basic 26,388 26,388 26,388 26,387
Diluted 26,388 26,660 26,388 26,639
(1) The $36.1 million impairment charge consists of: a) impairment of fixed
assets - $26.6 million, and b) reduction of dedicated stores and operating
supplies to net realizable value - $9.5 million.
The accompanying notes are an integral part of the
consolidated financial statements.
-3-
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
--------------------------------
2003 2002
------------ -------------
Cash flows from operating activities:
Net loss $ (60,973) $ (12,887)
Adjustments to reconcile net loss to net cash
provided by operations
Cumulative effect of change in accounting principle -- 17,967
Depreciation and amortization 21,691 23,443
Fixed and other asset impairment charges (1) 36,113 --
Deferred income taxes, net (7,442) 4,610
Gain on sale of assets (274) (1,069)
Minority interests' share of income (loss) (2,462) 364
Changes in current assets and liabilities:
Trade accounts receivable 23,250 672
Inventories 3,414 6,733
Operating liabilities (12,026) (2,982)
Income taxes (364) 154
Other, net 1,121 6,947
--------- ---------
NET CASH PROVIDED BY OPERATIONS 2,048 43,952
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (11,618) (9,884)
Proceeds from disposal of property and equipment 582 1,205
Other, net (479) 3,668
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (11,515) (5,011)
--------- ---------
Cash flows from financing activities:
Proceeds from bank debt -- 396,093
Payments on bank and long term debt -- (441,238)
Net borrowings under Canadian bank revolving loan facility, net -- 305
Minority share of subsidiary's distribution (1,436) --
Issue common stock -- 4
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (1,436) (44,836)
--------- ---------
Effects of foreign currency exchange rate 2,619 1,075
--------- ---------
Net decrease in cash and cash equivalents (8,284) (4,820)
Cash and cash equivalents at the beginning of period 33,050 12,278
--------- ---------
Cash and cash equivalents at the end of period $ 24,766 $ 7,458
========= =========
Supplemental disclosures of cash flow information:
Cash paid for:
--------------
Interest $ 15,642 $ 13,244
Income taxes $ 217 $ 243
Non-cash financing activities:
------------------------------
Interest applied to loan balance $ -- $ 2,147
(1) The $36.1 million impairment charge consists of: a) impairment of fixed
assets - $26.6 million, and b) reduction of dedicated stores and operating
supplies to net realizable value - $9.5 million.
The accompanying notes are an integral part of the consolidated
financial statements.
-4-
OREGON STEEL MILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Oregon
Steel Mills, Inc. and its subsidiaries ("Company"), which include
wholly-owned Camrose Pipe Corporation ("CPC"), which through ownership in
another corporation, holds a 60 percent interest in Camrose Pipe Company
("Camrose"); and 87 percent owned New CF&I, Inc. ("New CF&I") which owns a
95.2 percent interest in CF&I Steel, L.P. ("CF&I"). The Company also
directly owns an additional 4.3 percent interest in CF&I. In January 1998,
CF&I assumed the trade name Rocky Mountain Steel Mills ("RMSM"). All
significant intercompany balances and transactions have been eliminated.
The unaudited financial statements include all adjustments,
consisting of normal recurring accruals and other charges as described in
Note 9 "Asset impairment", which in the opinion of management, are
necessary for a fair presentation of the interim periods. Results for an
interim period are not necessarily indicative of results for a full year.
Reference should be made to the Company's 2002 Annual Report on Form 10-K
for additional disclosures including a summary of significant accounting
policies.
Recent Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Accounting Standard ("SFAS") No. 143, "ACCOUNTING FOR
ASSET RETIREMENT OBLIGATIONS." SFAS No. 143 addresses financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated retirement costs. This statement
requires that the Company record a liability for the fair value of an asset
retirement obligation when the Company has a legal obligation to remove the
asset. SFAS No. 143 is effective for the Company beginning January 1, 2003.
The adoption of SFAS No. 143 did not have a material impact on the
Company's consolidated financial statements.
In May 2002, the FASB issued SFAS No. 145, "RECISSION OF FAS NOS. 4,
44, AND 64, AMENDMENT OF FAS 13, AND TECHNICAL CORRECTIONS." Among other
things, SFAS No. 145 rescinds various pronouncements regarding early
extinguishment of debt and allows extraordinary accounting treatment for
early extinguishment only when the provisions of APB No. 30, "REPORTING THE
RESULTS OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A
BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND
TRANSACTIONS" are met. SFAS No. 145 provisions regarding early
extinguishment of debt are generally effective for fiscal years beginning
after May 15, 2002. In mid-July 2002, the Company refinanced its credit
facility and redeemed its 11% First Mortgage Notes due 2003, resulting in a
$1.1 million extraordinary loss, net of taxes, on the early extinguishment
of debt. The amount recognized consisted primarily of the write-off of
unamortized fees and expenses. The adoption of SFAS No. 145 by the Company
in 2003 will cause a reclassification of the extraordinary loss from
extinguishment of debt to interest expense in the third quarter 2003.
In June 2002, the FASB issued SFAS No. 146, "ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES." SFAS No. 146 addresses the
financial accounting and reporting for costs associated with exit or
disposal activities and supercedes Emerging Issues Task Force ("EITF")
Issue No. 94-3, "LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION
BENEFITS AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS
INCURRED IN A RESTRUCTURING)." SFAS No. 146 requires recognition of the
liability for costs associated with an exit or disposal activity when the
liability is incurred. Under EITF No. 94-3, a liability for an exit cost
was recognized at the date of the Company's commitment to an exit plan.
SFAS No. 146 also establishes that the liability should initially be
measured and recorded at fair value. This statement is to be applied
prospectively to exit or disposal activities initiated after December 31,
2002. The Company adopted SFAS No. 146 effective January 1, 2003. The
Company primarily had accounted for employee termination actions under
SFAS No. 112, which required recording when such charges are probable and
estimable. As such, the adoption of SFAS No. 146 did not have an impact in
the quarter, as there were no significant one-time severance actions or
other exit costs.
In November 2002, the FASB issued Interpretation ("FIN") No. 45,
"GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES,
INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS." It clarifies that
a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee, including its ongoing obligation to stand ready to perform over
the term of the guarantee in the event that the specified triggering events
or conditions occur. The disclosure provisions for FIN No. 45 were
effective for the year ending December 31, 2002. The Company adopted the
recognition provisions of FIN No. 45 effective January 1, 2003 for
-5-
guarantees issued or modified after December 31, 2002. The adoption of FIN
No. 45 did not have any material impact on the Company's consolidated
financial statements.
In December 2002, the FASB issued SFAS No. 148, "ACCOUNTING FOR
STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE." SFAS No. 148 amends
SFAS No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION," to provide
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
transition guidance and interim disclosure provisions of SFAS No. 148 are
effective for fiscal years ending after December 15, 2002. The Company did
not change to fair value based method of accounting for stock-based
compensation; therefore, adoption of SFAS No. 148 will only impact
disclosures, not the financial results. The Company discloses the pro forma
effects of stock-based employee compensation on net income and earning per
share. See Note 2, "Stock-Based Compensation."
In January 2003, the FASB issued FIN No. 46, "CONSOLIDATION OF VARIABLE
INTEREST ENTITIES." FIN No. 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the
risk of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. FIN No. 46
also requires disclosures about variable interest entities that a company
is not required to consolidate but in which it has a significant variable
interest. FIN No. 46 applies immediately to variable interest entities
created after January 31, 2003 and to existing variable interest entities
in the periods beginning after June 15, 2003. The Company has not created
or obtained an interest in any variable interest entities after January 31,
2003. The Company is continuing to review the provisions of FIN No. 46 to
determine its impact, if any, on future reporting periods with respect to
interests in variable interest entities created prior to February 1, 2003.
In April 2003, the FASB issued SFAS No. 149, "AMENDMENT OF STATEMENT
133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES." SFAS No. 149 amends
and clarifies the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities under SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES." SFAS No. 149 is generally effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The Company is currently evaluating whether
or not the adoption of SFAS No. 149 will have an effect on its financial
position, results of operations and cash flows.
In May 2003, the FASB issued SFAS No. 150, "ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY."
SFAS No. 150 requires that certain financial instruments, which under
previous guidance were accounted for as equity, must now be accounted for
as liabilities. The financial instruments affected include mandatorily
redeemable stock, certain financial instruments that require or may require
the issuer to buy back some of its shares in exchange for cash or other
assets and certain obligations that can be settled with shares of stock.
SFAS No. 150 is effective for all financial instruments entered into or
modified after May 31, 2003 and must be applied to the Company's existing
financial instruments effective July 1, 2003, the beginning of the first
fiscal period after June 15, 2003. The Company adopted SFAS No. 150 on June
1, 2003. The adoption of this statement did not have a material effect on
the Company's financial position, results of operations or cash flows.
Reclassifications
Certain reclassifications have been made to the prior periods to
conform to the current year presentation. Such reclassifications do not
affect results of operations as previously reported.
2. STOCK-BASED COMPENSATION
The Company has two stock-based compensation plans to make awards of
options to officers, key employees and non-employee directors. The Company
accounts for its plans under the recognition and measurements principles of
APB Opinion No. 25 "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES" and related
interpretations. No stock-based compensation cost is reflected in net
income, as all options granted under these plans had exercise prices equal
to the market value of the underlying common stock at the date of grant.
Options have a term of ten years and generally vest over one to three years
from the date of the grant. There were options to purchase 32,000 shares of
common stock issued in the second quarter of 2003 under the non-employee
director plan.
-6-
The following tables illustrate the effect on net income and earnings
per share as if the Black-Scholes fair value method described in SFAS No.
123, "ACCOUNTING FOR STOCK-BASED COMPENSATION," as amended, had been
applied to the Company's stock option plans.
Three Months Ended June 30, Six Months Ended June 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
------------- ---------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE (IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS) AMOUNTS)
Net income (loss), as reported $(51,947) $ 5,201 $(60,973) $(12,887)
Deduct: total stock-based compensation expense
determined under fair value based method for
all awards, net of related tax effects (70) (44) (125) (88)
-------- -------- -------- --------
Pro forma net income (loss) $(52,017) $ 5,157 $(61,098) $(12,975)
======== ======== ======== ========
Income (loss) per share:
Basic and diluted - as reported $ (1.97) $ 0.20 $ (2.31) $ (0.49)
Basic and diluted - pro forma $ (1.97) $ 0.19 $ (2.32) $ (0.49)
The fair value of options granted was estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:
2003 2002
--------- ------------
Annualized Dividend Yield 0% 0%
Common Stock Price Volatility 55.2% 64.4%
Risk-Free Rate of Return 3.4% 4.9%
Expected option term (in years) 7 7
3. INVENTORIES
Inventories are stated at the lower of manufacturing cost or market
value with manufacturing cost determined under the average cost method. The
components of inventories are as follows:
June 30, December 31,
2003 2002
--------- ------------
(In thousands)
Raw materials $ 5,527 $ 6,959
Semi-finished product 63,638 63,431
Finished product 53,247 56,997
Stores and operating supplies 28,178 35,447
-------- --------
Total inventory $150,590 $162,834
======== ========
Effective January 1, 2003, the Company changed the method of computing
the market valuation of inventories in applying the lower of manufacturing cost
or market (LCM) accounting policy. Under the new accounting method, the Company
evaluates the market value of its inventory for potential LCM write-downs at the
product group level. The Company believes this change is preferable because it
better reflects a more precise measure of expense in the period in which an
impairment in value is identified. During the three months ended June 30, 2003,
the Company recognized approximately $4.2 million of LCM charges ($2.6 million
after tax). Under the Company's past practices, there would not have been an
impairment charge during this period. This change had a negative impact on
income for the quarter and impacted both basic and diluted earnings per share by
approximately 16 cents before tax (10 cents after tax). There was no impact on
the period ended March 31, 2003 from using the new accounting method, and the
accumulative effect of change as of January 1, 2003 was immaterial.
4. NET INCOME (LOSS) PER SHARE
The Company calculates earnings per share in accordance with SFAS No.
128, "EARNINGS PER SHARE." SFAS No. 128 requires the presentation of
"basic" earnings per share and "diluted" earnings per share. Basic earnings
per share is computed by dividing the net income available to common
shareholders by the weighted average number of shares of
-7-
common stock outstanding. For purposes of calculating diluted earnings per
share, the denominator includes both the weighted average number of shares
of common stock outstanding and the number of dilutive common stock
equivalents such as stock options and warrants, as determined using the
treasury stock method.
Shares used in calculating basic and diluted earnings per share for the
three-month and six-month periods ended June 30, are as follows:
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
2003 2002 2003 2002
--------- ----------- ---------- --------
(In thousands, except per share amounts)
Basic weighted average 26,388 26,388 26,388 26,387
shares outstanding
Dilutive effect of:
Employee stock options -- 272 -- 252
-------- -------- ---------- --------
Weighted average number of shares outstanding:
Assuming dilution 26,388 26,660 26,388 26,639
======== ======== ========== ========
Net income (loss) before cumulative
effect of change in accounting principle $(51,947) $ 5,201 $ (60,973) $ 5,080
Cumulative effect of change in
accounting principle, net of tax,
net of minority interest -- -- -- (17,967)
-------- -------- ---------- --------
Net income (loss) $(51,947) $ 5,201 $ (60,973) $(12,887)
======== ======== ========== ========
Basic income (loss) per share:
Before cumulative effect of change
in accounting principle $ (1.97) $ 0.20 $ (2.31) $ 0.19
Cumulative effect of change in
accounting principle -- -- -- (0.68)
-------- -------- ---------- --------
$ (1.97) $ 0.20 $ (2.31) $ (0.49)
======== ======== ========== ========
Diluted income (loss) per share:
Before cumulative effect of change
in accounting principle $ (1.97) $ 0.20 $ (2.31) $ 0.19
Cumulative effect of change in
accounting principle -- -- -- (0.68)
-------- -------- ---------- --------
$ (1.97) $ 0.20 $ (2.31) $ (0.49)
======== ======== ========== ========
5. COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
2003 2002 2003 2002
--------- ---------- ---------- --------
(In thousands) (In thousands)
Net income (loss) $(51,947) $5,201 $(60,973) $(12,887)
Foreign currency translation
adjustment 2,478 1,133 4,414 1,075
-------- ------ -------- --------
Comprehensive income (loss) $(51,265) $6,334 $(56,559) $(11,812)
======== ====== ======== ========
6. INCOME TAXES
The effective income tax benefit rate was 3.8% and 10.7% for the three
and six months ended June 30, 2003, as compared to the tax expense rate of 45.0%
and 45.1% in the corresponding periods in 2002. The effective income tax rate
for the first half of 2003 varied from the combined state and federal statutory
rate principally because the Company established a valuation allowance for
certain federal and state net operating loss carry-forwards and alternative
minimum tax credits.
-8-
SFAS No. 109, "ACCOUNTING FOR INCOME TAXES," requires that tax benefits
for federal and state net operating loss carry-forwards and alternative minimum
tax credits be recorded as an asset to the extent that management assesses the
utilization of such assets to be "more likely than not;" otherwise, a valuation
allowance is required to be recorded. Based on this guidance, the Company has
recorded a valuation allowance of $17.5 million in the second quarter 2003 due
to uncertainties regarding the realization of these deferred tax assets.
The Company will continue to reevaluate the need for a valuation
allowance in the future. Changes in estimated future taxable income and other
underlying factors may lead to adjustments to the valuation allowance in the
future.
7. DEBT, FINANCING ARRANGEMENTS, AND LIQUIDITY
Debt balances were as follows:
June 30, December 31,
2003 2002
--------- -------------
(In thousands)
10% First Mortgage Notes due 2009 ("10% Notes") $305,000 $305,000
Less unamortized discount on 10% Notes (3,376) (3,572)
-------- --------
Non-current maturity of long-term debt $301,624 $301,428
======== ========
On July 15, 2002, the Company issued $305 million of 10% First Mortgage
Notes due 2009 ("10% Notes") at a discount of 98.772% and an interest rate of
10%. Interest is payable on January 15 and July 15 of each year. The proceeds of
this issuance were used to redeem the Company's 11% First Mortgage Notes due
2003 ("11% Notes"), (including interest accrued from June 16, 2002 until the
redemption date of August 14, 2002), refinance its existing credit agreement,
and for working capital and general corporate purposes. As of June 30, 2003, the
Company had outstanding $305 million of principal amount under the 10% Notes.
The Indenture under which the Notes were issued contains restrictions on new
indebtedness and various types of disbursements, including dividends, based on
the cumulative amount of the Company's net income, as defined. Under these
restrictions, there was no amount available for cash dividends at June 30, 2003.
New CF&I and CF&I (collectively "Guarantors") guarantee the obligations of the
10% Notes, and those guarantees are secured by a lien on substantially all of
the property, plant and equipment and certain assets of the Guarantors,
excluding accounts receivable and inventory.
As of June 30, 2003, the Company maintained a $75 million revolving
credit facility ("Credit Agreement"), which will expire on June 30, 2005. At
June 30, 2003, $5.0 million was restricted under the Credit Agreement, $8.0
million was restricted under the outstanding letters of credit, and $62.0
million was available for use. The Credit Agreement contains various restrictive
covenants including minimum consolidated tangible net worth amount, a minimum
earnings before interest, taxes, depreciation and amortization ("EBITDA")
amount, a minimum fixed charge coverage ratio, limitations on maximum annual
capital and environmental expenditures, limitations on stockholder dividends and
limitations on incurring new or additional debt obligations other than as
allowed by the Credit Agreement. In addition, the Company cannot pay cash
dividends without prior approval from the lenders. On August 13, 2003, the
Company entered into an agreement with its lenders to amend the $75 million
revolving credit facility effective June 30, 2003. The agreement amended the
minimum consolidated EBITDA, minimum fixed charge coverage ratio, maximum senior
debt ratio and minimum consolidated tangible net worth covenants as of June 30,
2003 and for each month through the maturity date of the facility. In addition,
the amendment added a borrowing availability limitation relating to inventory
and will reduce the maximum credit amount from $75 million to $65 million.
Camrose maintains a (CDN) $15 million revolving credit facility with a
Canadian bank, the proceeds of which may be used for working capital and general
business purposes of Camrose. The facility is collateralized by substantially
all of the assets of Camrose, and borrowings under this facility are limited to
an amount equal to the sum of the product of specified advance rates and
Camrose's eligible trade accounts receivable and inventories. This facility
expires in September 2004. As of June 30, 2003, the interest rate of this
facility was 4.75%. Annual commitment fees are 0.25% of the unused portion of
the credit line. At June 30, 2003, there was no outstanding balance due under
the credit facility.
-9-
As of June 30, 2003, principal payments on debt are due as follows (in
thousands):
2003-2008 -
2009 305,000
--------
$305,000
========
The Company is able to draw up to $15 million of the borrowings
available under the Credit Agreement to support issuance of letters of credit
and similar contracts. At June 30, 2003, $8.0 million was restricted under
outstanding letters of credit.
8. CONTINGENCIES
ENVIRONMENTAL
All material environmental remediation liabilities for non-capital
expenditures, which are probable and estimable, are recorded in the financial
statements based on current technologies and current environmental standards at
the time of evaluation. Adjustments are made when additional information is
available that suggests different remediation methods or periods may be required
and affect the total cost. The best estimate of the probable cost within a range
is recorded; however, if there is no best estimate, the low end of the range is
recorded and the range is disclosed.
OREGON STEEL DIVISION
In May 2000, the Company entered into a Voluntary Clean-up Agreement
with the Oregon Department of Environmental Quality ("DEQ") committing the
Company to conduct an investigation of whether, and to what extent, past or
present operations at the Company's steel plate minimill in Portland, Oregon
("Portland Mill") may have affected sediment quality in the Willamette River.
Based on preliminary findings, the DEQ has requested the Company to begin a full
remedial investigation ("RI"), including areas of investigation throughout the
Portland Mill, and implement source control as required. The Company estimates
that costs of the RI study could range from $900,000 to $1,993,000 over the next
two years. Based on a best estimate, the Company has accrued a liability of
$937,000 as of June 30, 2003. The Company has also recorded a $937,000
receivable for insurance proceeds that are expected to cover these RI costs
because the Company's insurer is defending this matter, subject to a standard
reservation of rights, and is paying these RI costs as incurred. Based upon the
results of the RI, the DEQ may require the Company to incur costs associated
with additional phases of investigation, remedial action or implementation of
source controls, which could have a material adverse effect on the Company's
results of operations because it may cause costs to exceed available insurance
or because insurance may not cover those particular costs. The Company is unable
at this time to determine if the likelihood of an unfavorable outcome or loss is
either probable or remote, or to estimate a dollar amount range for a potential
loss.
In a related matter, in December 2000, the Company received a general
notice letter from the U.S. Environmental Protection Agency ("EPA"), identifying
it, along with 68 other entities, as a potentially responsible party ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") with respect to contamination in a portion of the Willamette River
that has been designated as the "Portland Harbor Superfund Site." The letter
advised the Company that it may be liable for costs of remedial investigation
and remedial action at the site (which liability, under CERCLA, is joint and
several with other PRPs) as well as for natural resource damages that may be
associated with any releases of contaminants (principally at the Portland Mill
site) for which the Company has liability. At this time, nine private and public
entities have signed an Administrative Order of Consent ("AOC") to perform a
remedial investigation/feasibility study ("RI/FS") of the Portland Harbor
Superfund Site under EPA oversight. The RI/FS is expected to take three to five
years to complete. The Company is a member of the Lower Willamette Group, which
is funding that investigation, and it signed a Coordination and Cooperation
Agreement with the EPA that binds it to all terms of the AOC. In June 2003, the
Company signed a Funding and Participation Agreement whereby it, with nine other
industrial and municipal parties, agreed to fund a joint effort with the
federal, state and tribal trustees to study potential natural resources damages
in the Portland Harbor. This effort is expected to last until 2006, although the
Company has reserved the right to withdraw from the agreement after one year. As
a best estimate of the RI/FS costs and natural resource damage study costs for
years after 2002, the Company has accrued a liability of $685,000 as of June 30,
2003. The Company has also recorded a $685,000 receivable for insurance proceeds
that are expected to cover these RI/FS costs because the Company's insurer is
defending this matter, subject to a standard reservation of rights, and is
paying these RI/FS costs as incurred. Although the EPA has not yet defined the
boundaries of the Portland Harbor Superfund Site, the AOC requires the RI/FS to
focus on an "initial study area" that does not now include the portion of the
Willamette River adjacent to the Portland Mill. The study area, however, may be
expanded. At the conclusion of the RI/FS, the EPA will issue a Record of
Decision setting forth any remedial action that it requires to be implemented by
identified PRPs. A determination that the Company is a PRP could cause the
Company to incur costs
-10-
associated with remedial action, natural resource damage and natural resource
restoration, the costs of which may exceed available insurance or which may not
be covered by insurance, which therefore could have a material adverse effect on
the Company's results of operations. The Company is unable to estimate a dollar
amount range for any related remedial action that may be implemented by the EPA,
or natural resource damages and restoration that may be sought by federal, state
and tribal natural resource trustees.
On April 18, 2001, the United Steelworkers of America (the "Union"),
along with two other groups, filed suit against the Company under the citizen
suit provisions of the Clean Air Act ("CAA") in U.S. District Court in Portland,
Oregon. The suit alleges that the Company has violated various air emission
limits and conditions of its operating permits at the Portland Mill
approximately 100 times since 1995. The suit seeks injunctive relief and
unspecified civil penalties. On January 30, 2003, the federal district court
judge dismissed the majority of the plaintiffs' claims and limited the type of
relief the plaintiffs could receive if they succeeded in proving the remaining
allegations. After the court's decision in the Company's favor, the Company and
plaintiffs entered into a settlement and a consent decree has been finalized and
is awaiting approval by the Environmental Protection Agency. If the settlement
is not ultimately finalized, the Company believes it has factual and legal
defenses to the plaintiff's allegations and intends to defend the matter
vigorously. The Company believes it will favorably settle the matter or
prevail at trial.
RMSM DIVISION
In connection with the acquisition of the steelmaking and finishing
facilities located at Pueblo, Colorado ("Pueblo Mill"), CF&I accrued a liability
of $36.7 million for environmental remediation related to the prior owner's
operations. CF&I believed this amount was the best estimate of costs from a
range of $23.1 million to $43.6 million. CF&I's estimate of this liability was
based on two remediation investigations conducted by environmental engineering
consultants, and included costs for the Resource Conservation and Recovery Act
facility investigation, a corrective measures study, remedial action, and
operation and maintenance associated with the proposed remedial actions. In
October 1995, CF&I and the Colorado Department of Public Health and Environment
("CDPHE") finalized a postclosure permit for hazardous waste units at the Pueblo
Mill. As part of the postclosure permit requirements, CF&I must conduct a
corrective action program for the 82 solid waste management units at the
facility and continue to address projects on a prioritized corrective action
schedule which substantially reflects a straight-line rate of expenditure over
30 years. The State of Colorado mandated that the schedule for corrective action
could be accelerated if new data indicated a greater threat existed to the
environment than was presently believed to exist. At June 30, 2003, the accrued
liability was $28.6 million, of which $23.4 million was classified as
non-current on the consolidated balance sheet.
The CDPHE inspected the Pueblo Mill in 1999 for possible environmental
violations, and in the fourth quarter of 1999 issued a Compliance Advisory
indicating that air quality regulations had been violated, which was followed by
the filing of a judicial enforcement action ("Action") in the second quarter of
2000. In March 2002, CF&I and CDPHE reached a settlement of the Action, which
was approved by the court (the "State Consent Decree"). The State Consent Decree
provides for CF&I to pay $300,000 in penalties, fund $1.5 million of community
projects, and to pay approximately $400,000 for consulting services. CF&I is
also required to make certain capital improvements expected to cost
approximately $25 million, including converting to the new single New Source
Performance Standards Subpart AAa ("NSPS AAa") compliant furnace discussed
below. The State Consent Decree provides that the two existing furnaces will be
permanently shut down approximately 16 months after the issuance of a Prevention
of Significant Deterioration ("PSD") air permit. CF&I applied for the PSD permit
in April 2002. Terms of that permit are still under discussion with the State
and it has not yet been issued.
In May 2000, the EPA issued a final determination that one of the two
electric arc furnaces at the Pueblo Mill was subject to federal NSPS AA. This
determination was contrary to an earlier "grandfather" determination first made
in 1996 by CDPHE. CF&I appealed the EPA determination in the federal Tenth
Circuit Court of Appeals, and that appeal is pending. CF&I has negotiated a
settlement of this matter with the EPA. Under that agreement and overlapping
with the commitments made to the CDPHE described above, CF&I committed to the
conversion to the new NSPS AAa compliant furnace (demonstrating full compliance
21 months after permit approval and expected to cost, with all related emission
control improvements, approximately $25 million), and to pay approximately
$450,000 in penalties and fund certain supplemental environmental projects and
undertake additional environmental projects valued at approximately $1.1
million, including the installation of certain pollution control equipment at
the Pueblo Mill. The above mentioned expenditures for supplemental environmental
projects will be both capital and non-capital expenditures. On April 9, 2003,
the EPA filed a proposed Federal Consent Decree, now subject to public comment,
which, if approved by the court, will fully resolve all NSPS and PSD issues. At
that time CF&I will dismiss its appeal against the EPA. If the proposed
settlement with the EPA is not approved, which appears unlikely, it would not be
possible to estimate the liability if there were ultimately an adverse
determination of this matter.
-11-
In response to the CDPHE settlement and the resolution of the EPA
action, CF&I had expensed $2.8 million for possible fines and non-capital
related expenditures since the settlement. As of June 30, 2003, the accrued
liability was $1.2 million.
As noted above, as part of the settlement with the CDPHE and the EPA,
CF&I is required to install one new electric arc furnace and the two existing
furnaces, with a combined melting and casting capacity of approximately
1.2 million tons through two continuous casters, will be shut down. The new
single furnace operation would not have the capacity to support a two caster
operation, and as a result, one caster and the related assets with a book
value of $9.2 million was written off in the quarter ended June 30, 2003. See
Note 9 "Asset Impairment" for a description of this charge.
In December 2001, the State of Colorado issued a Title V air emission
permit to CF&I under the CAA requiring that the furnace subject to the EPA
action operate in compliance with NSPS AA standards. This permit was modified in
April 2002 to incorporate the longer compliance schedule that is part of the
settlement with the CDPHE and the EPA. In September 2002, the Company submitted
a request for a further extension of certain Title V compliance deadlines,
consistent with a joint petition by the State and the Company for an extension
of the same deadlines in the State Consent Decree. This modification gives CF&I
adequate time to convert to a single NSPS AAa compliant furnace. Any decrease in
steelmaking production during the furnace conversion period when both furnaces
are expected to be shut down will be offset by increasing production prior to
the conversion period by building up semi-finished steel inventory and, if
necessary, purchasing semi-finished steel ("billets") for conversion into rod
products at spot market prices. Pricing and availability of billets is subject
to significant volatility. However, the Company believes that near term supplies
of billets will continue to be available in sufficient quantities at favorable
prices.
In a related matter, in April 2000, the Union filed suit in U.S.
District Court in Denver, Colorado, asserting that the Company and CF&I had
violated the CAA at the Pueblo Mill for a period extending over five years. The
Union sought declaratory judgement regarding the applicability of certain
emission standards, injunctive relief, civil penalties and attorney's fees. On
July 6, 2001, the presiding judge dismissed the suit. The 10th Circuit Court of
Appeals on March 3, 2003 reversed the District Court's dismissal of the case and
remanded the case for further hearing to the District Court. The Company and
CF&I sought and the Court entered a stay of the District Court action until a
Consent Decree filed in another case settling the same issues with the EPA
becomes final. While the Company does not believe the suit will have a material
adverse effect on its results of operations, the result of litigation, such as
this, is difficult to predict and an adverse outcome with significant penalties
is possible. It is not presently possible to estimate the liability if there is
ultimately an adverse determination on remand.
LABOR MATTERS
The labor contract at CF&I expired on September 30, 1997. After a brief
contract extension intended to help facilitate a possible agreement, on October
3, 1997, the Union initiated a strike at CF&I for approximately 1,000 bargaining
unit employees. The parties, however, failed to reach final agreement on a new
labor contract due to differences on economic issues. As a result of contingency
planning, CF&I was able to avoid complete suspension of operations at the Pueblo
Mill by utilizing a combination of new hires, striking employees who returned to
work, contractors and salaried employees.
On December 30, 1997, the Union called off the strike and made an
unconditional offer on behalf of its members to return to work. At the time of
this offer, because CF&I had permanently replaced the striking employees, only a
few vacancies existed at the Pueblo Mill. Since that time, vacancies have
occurred and have been filled by formerly striking employees ("Unreinstated
Employees"). As of June 30, 2003, approximately 812 Unreinstated Employees have
either returned to work or have declined CF&I's offer of equivalent work. At
June 30, 2003, approximately 138 Unreinstated Employees remain unreinstated.
On February 27, 1998, the Regional Director of the National Labor
Relations Board ("NLRB") Denver office issued a complaint against CF&I, alleging
violations of several provisions of the National Labor Relations Act ("NLRA").
On August 17, 1998, a hearing on these allegations commenced before an
Administrative Law Judge ("Judge"). Testimony and other evidence were presented
at various sessions in the latter part of 1998 and early 1999, concluding on
February 25, 1999. On May 17, 2000, the Judge rendered a decision which, among
other things, found CF&I liable for certain unfair labor practices and ordered
as remedy the reinstatement of all 1,000 Unreinstated Employees, effective as of
December 30, 1997, with back pay and benefits, plus interest, less interim
earnings. Since January 1998, the Company has been returning unreinstated
strikers to jobs as positions became open. As noted above, there were
approximately 138 Unreinstated Employees as of June 30, 2003. On August 2, 2000,
CF&I filed an appeal with the NLRB in Washington, D.C. A separate hearing
concluded in February 2000, with the judge for that hearing rendering a decision
on August 7, 2000, that certain of the Union's actions undertaken
-12-
since the beginning of the strike did constitute misconduct and violations of
certain provisions of the NLRA. The Union has appealed this determination to the
NLRB. In both cases, the non-prevailing party in the NLRB's decision will be
entitled to appeal to the appropriate U.S. Circuit Court of Appeals. CF&I
believes both the facts and the law fully support its position that the strike
was economic in nature and that it was not obligated to displace the properly
hired replacement employees. The Company does not believe that final judicial
action on the strike issues is likely for at least two to three years.
In the event there is an adverse determination of these issues,
Unreinstated Employees could be entitled to back pay, including benefits, plus
interest, from the date of the Union's unconditional offer to return to work
through the date of their reinstatement or a date deemed appropriate by the NLRB
or an appellate court. The number of Unreinstated Employees entitled to back pay
may be limited to the number of past and present replacement workers; however,
the Union might assert that all Unreinstated Employees should be entitled to
back pay. Back pay is generally determined by the quarterly earnings of those
working less interim wages earned elsewhere by the Unreinstated Employees. In
addition to other considerations, each Unreinstated Employee has a duty to take
reasonable steps to mitigate the liability for back pay by seeking employment
elsewhere that has comparable working conditions and compensation. Any estimate
of the potential liability for back pay will depend significantly on the ability
to assess the amount of interim wages earned by these employees since the
beginning of the strike, as noted above. Due to the lack of accurate information
on interim earnings for both reinstated and Unreinstated Employees and sentiment
of the Union towards the Company, it is not currently possible to obtain the
necessary data to calculate possible back pay. In addition, the NLRB's findings
of misconduct by the Union may mitigate any back pay award with respect to any
Unreinstated Employees proven to have taken part or participated in acts of
misconduct during and after the strike. Thus, it is not presently possible to
estimate the liability if there is ultimately an adverse determination against
CF&I. An ultimate adverse determination against CF&I on these issues may have a
material adverse effect on the Company's consolidated financial condition,
results of operations, or cash flows. CF&I does not intend to agree to any
settlement of this matter that will have a material adverse effect on the
Company. In connection with the ongoing labor dispute, the Union has undertaken
certain activities designed to exert public pressure on CF&I. Although such
activities have generated some publicity in news media, CF&I believes that they
have had little or no material impact on its operations.
OTHER COMMITMENTS AND CONTINGENCIES
Effective January 8, 1990, the Company entered into an agreement, which
was subsequently amended on December 7, 1990 and again on April 3, 1991, to
purchase a base amount of oxygen produced at a facility located at the Company's
Portland Mill. The oxygen facility is owned and operated by an independent third
party. The agreement expires in August 2011 and specifies that the Company will
pay a base monthly charge that is adjusted annually based upon a percentage
change in the Producer Price Index. The monthly base charge at June 30, 2003 was
approximately $122,000. A similar contract to purchase oxygen for the Pueblo
Mill was entered into on February 2, 1993 by CF&I, and was subsequently amended
on August 4, 1994. The agreement expires in January 2013 and specifies that CF&I
will pay a base monthly charge that is adjusted annually based upon a percentage
change in the Producer Price Index. The monthly base charge at June 30, 2003 was
$116,000.
The oxygen facility at the Portland Mill exists primarily for the melt
shop assets, which were shut down in May 2003. See Note 9 "Asset Impairment."
The Company continues to record the monthly expense associated with this
contract.
In June 1999, a wholly-owned subsidiary of the Company and Feralloy
Oregon Corporation ("Feralloy") formed Oregon Feralloy Partners (the "Joint
Venture") to construct a temper mill and a cut-to-length ("CTL") facility
("Facility") with an annual stated capacity of 300,000 tons to process CTL plate
from steel coil produced at the Company's Portland Mill. The Facility commenced
operations in May 2001. The Company owns 60% and Feralloy, the managing partner,
owns 40% of the Joint Venture. Each partner holds 50% voting rights as owners of
the Joint Venture. The Company is not required to, nor does it currently
anticipate it will, make other contributions of capital to fund operations of
the Joint Venture. However, the Company is obligated to supply not less than
15,000 tons per month of steel coil for processing through the Facility. In the
event that the three-month rolling average of steel coil actually supplied for
processing is less than 15,000 tons per month and the Joint Venture operates at
less than breakeven (as defined in the Joint Venture agreement), then the
Company is required to make a payment to the Joint Venture at the end of the
three-month period equal to the shortfall. As of June 30, 2003, no such payments
were required or made.
9. ASSET IMPAIRMENTS
In May 2003, the Company shut down its Portland Mill melt shop. The
determination to close the melt shop was based on 1) the Company's current
ability to obtain semi-finished slab through purchases from suppliers on the
open market, and 2) high energy and raw material costs and the yield losses
associated with the inefficient casting technology in use at the Portland Mill.
The Company has forecasted that future semi-finished slab purchases for the
Portland Mill, combined with existing
-13-
inventory on hand, will meet the production needs of the Portland Mill finishing
operation for the remainder of 2003 and into the foreseeable future. The Company
intends to maintain the melt shop in sufficient condition for a possible restart
if market conditions change.
In connection with the melt shop closure, the Company has determined
the value of the related assets to be impaired. Accordingly, the Company has
recorded a pre-tax impairment charge to earnings of $27.0 million for the melt
shop and other related assets. Of this impairment charge recognized, $18.3
million represented impairment of fixed assets and $8.4 million pertained to
reduction of dedicated stores and operating supplies to net realizable value.
Following the impairment charge, the carrying value of the fixed assets was
approximately $1.4 million. The fair value of the impaired fixed assets was
determined using the Company's estimate of market prices for similar assets.
As noted in Note 8 above, as part of the settlement with the CDPHE and
the EPA, CF&I is required to install one new electric arc furnace, and thus the
two existing furnaces with a combined melting and casting capacity of
approximately 1.2 million tons through two continuous casters will be shut down.
CF&I has determined that the new single furnace operation will not have the
capacity to support a two caster operation and therefore CF&I has determined
that one caster and other related assets have no future service potential.
Accordingly, the Company has recorded a pre-tax impairment charge to earnings of
$9.2 million. Of this impairment charge recognized, $8.2 million represented
impairment of fixed assets and $1.0 million pertained to reduction of related
stores items to net realizable value. Because it is believed the caster has no
salvage value following the impairment charge, the carrying value of the fixed
assets was zero after the effect of the impairment charge.
-14-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
-------
The following information contains forward-looking statements, which
are subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements made in this report that are not statements of
historical fact are forward-looking statements. Forward-looking statements made
in this report can be identified by forward-looking words such as, but not
limited to, "expect," "anticipate," "believe," "intend," "plan," "seek,"
"estimate," "continue," "may," "will," "would," "could," and similar
expressions. These forward-looking statements are subject to risks and
uncertainties and actual results could differ materially from those projected.
These risks and uncertainties include, but are not limited to, general business
and economic conditions; competitive products and pricing, as well as
fluctuations in demand; the supply of imported steel and subsidies provided by
foreign governments to support steel companies domiciled in their countries;
changes in U.S. or foreign trade policies affecting steel imports or exports;
potential equipment malfunction; work stoppages; plant construction and repair
delays; reduction in electricity supplies and the related increased costs and
possible interruptions of supply; changes in the availability and costs of raw
materials and supplies used by the Company; costs of environmental compliance
and the impact of governmental regulations; risks related to the outcome of the
pending union dispute; and failure of the Company to predict the impact of lost
revenues associated with interruption of the Company's, its customers' or
suppliers' operations.
The consolidated financial statements include the accounts of the Company
and its subsidiaries, which include wholly-owned Camrose Pipe Corporation,
which through ownership in another corporation holds a 60% interest in Camrose
Pipe Company ("Camrose"); and 87% owned New CF&I, which owns a 95.2% interest in
CF&I. The Company also directly owns an additional 4.3% interest in CF&I. In
January 1998, CF&I assumed the trade name Rocky Mountain Steel Mills. All
significant intercompany balances and transactions have been eliminated.
The Company currently has two aggregated operating divisions known as the
Oregon Steel Division and the RMSM Division. The Oregon Steel Division is
centered at the Portland Mill. In addition to the Portland Mill, the Oregon
Steel Division includes the Napa Pipe Mill and the Camrose Pipe Mill. The RMSM
Division consists of the steelmaking and finishing facilities of the Pueblo
Mill, as well as certain related operations.
The Company expects to ship approximately 1.8 million tons of product
during 2003. The Oregon Steel Division anticipates that it will ship
approximately 290,000 tons of welded pipe and approximately 600,000 tons of
plate and coil products during 2003. The product mix, in terms of tons, is
expected to shift from 51% of welded pipe and 49% of plate and coil in 2002, to
approximately 33% and 67%, respectively in 2003. This shift in product mix is
expected to have a material negative impact on the 2003 average sales price and
operating income for the division. The RMSM Division anticipates that it will
ship approximately 380,000 tons of rail, approximately 450,000 tons of rod and
bar products, and 55,000 tons of seamless pipe. While the Company anticipates
that product category average selling prices at the RMSM Division will be
similar in 2003 as in 2002, higher raw material and energy costs are expected to
have a material negative impact on the operating income for the Division.
Accordingly, the Company expects consolidated operating income to be
significantly lower in 2003 versus 2002. However, the Company expects liquidity
to remain adequate through 2003 unless there is a substantial negative change in
overall economic markets.
Results of Operations
---------------------
The following table sets forth, by division, tonnage sold, sales and average
selling price per ton:
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- --------------------------
2003 2002 2003 2002
--------- ------------ --------- ----------
Total tonnage sold:
Oregon Steel Division:
Plate and Coil 125,900 138,000 234,600 254,200
Welded Pipe 79,000 110,200 130,200 211,400
-------- -------- -------- --------
Total Oregon Steel Division 204,900 248,200 364,800 465,600
-------- -------- -------- --------
RMSM Division:
Rail 86,800 101,200 199,700 199,900
Rod and Bar 117,400 109,300 232,900 220,200
Seamless Pipe (1) 13,300 7,000 24,200 9,300
Semi-finished - 2,500 - 2,600
-------- -------- -------- --------
Total RMSM Division 217,500 220,000 456,800 432,000
-------- -------- -------- --------
-15-
Total Company 422,400 468,200 821,600 897,600
-------- -------- -------- --------
Product sales (in thousands): (2)
Oregon Steel Division $ 97,465 $134,827 $175,808 $244,848
RMSM Division 81,755 82,947 170,343 160,827
-------- -------- -------- --------
Total Company $179,220 $217,774 $346,151 $405,675
======== ======== ======== ========
Average selling price per ton: (2)
Oregon Steel Division $476 $543 $482 $526
RMSM Division $376 $377 $373 $372
Company Average $424 $465 $421 $452
(1) The Company suspended operation of the seamless pipe mill in November of
2001 to April 2002.
(2) Product sales and average selling price per ton exclude freight revenues
for the three and six months ended June 30, 2003 and 2002.
SALES. Consolidated sales decreased $41.4 million, or 17.9%, to $189.9
million, and $64.8 million, or 15.1%, to $365.6 million for the three and six
months ended June 30, 2003, respectively, over the same periods in 2002.
Included in the consolidated sales is $10.7 million and $19.4 million in freight
revenue for the three and six months ended June 30, 2003, compared to $13.5
million and $24.7 million in the consolidated sales of 2002. Shipments for the
three and six months ended June 30, 2003, were down 9.8% at 422,400 tons with an
average selling price of $424 per ton and 8.5% at 821,600 tons with an average
selling price of $421 per ton, respectively. This is compared to 468,200 tons
with an average selling price of $465 per ton and 897,600 tons with an average
selling price of $452 per ton, during the corresponding 2002 periods. The
decrease in both product sales and average selling prices were primarily the
result of reduced shipments of large diameter pipe and plate product at the
Oregon Steel Division and rail product in the RMSM Division.
OREGON STEEL DIVISION. The division's product sales of $97.5 million and
$175.8 million decreased 27.7% and 28.2% for the three and six months ended June
30, 2003, compared to $134.8 million and $244.8 million for the same periods in
2002. For the three and six months ended June 30, 2003, the division shipped
204,900 tons and 364,800 tons of plate, coil and welded pipe products at an
average selling price of $476 and $482 per ton, compared to 248,200 tons and
465,600 tons of product at an average selling price of $543 and $526 per ton for
the same periods in 2002. The decrease in both product sales and average selling
prices were in large part due to a decrease in shipments of higher priced welded
pipe products.
RMSM DIVISION. The division's product sales of $81.8 million and $170.3
million decreased 1.3% and increased 5.9% for the three and six months ended
June 30, 2003, compared to $82.9 million and $160.8 million for the same periods
in 2002. For the three and six months ended June 30, 2003, the division shipped
217,500 tons and 456,800 tons of rail, rod and bar, seamless pipe and
semi-finished products at an average selling price of $376 and $373 per ton,
respectively, compared to 220,000 tons and 432,000 tons of product at an average
selling price of $377 and $372 per ton for the same periods in 2002.
GROSS PROFITS. Gross profit (loss) was ($0.1) million and $6.0 million for
the three and six months ended June 30, 2003, respectively, or 0% and 1.6% of
total sales, compared to gross profit of $33.9 million and $55.6 million, or
14.6% and 12.9% of total sales, for the same periods in 2002. The decrease was
primarily attributed to higher raw material costs (purchased slab and scrap),
higher energy costs at RMSM Division, a lower of cost or market adjustment of
inventories of $4.2 million, and decreased shipments of welded pipe products at
the Napa Pipe Mill.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses ("SG&A") of $12.4 million and $24.9 million for the three and six
months ended June 30, 2003, respectively, decreased by 21.5% and 16.7%, from
$15.8 million and $29.9 million for the corresponding periods of 2002. The
decrease from 2002 was due to a decrease in shipping costs of $1.5 million and
$2.2 million for the three and six month periods, a reduction of employee profit
incentive costs of $1.1 million and $1.3 million for the three and six month
periods, and a decrease in general and administrative costs of $1.4 million and
$2.2 million for the three and six month periods respectively. SG&A expenses
decreased as a percentage of total sales to 6.5% and 6.8% for the three and six
months ended June 30, 2003, from 6.8% and 6.9% in the corresponding periods of
2002.
INCOME TAX EXPENSE. The effective income tax benefit rate was 4.2% and
11.0% for the three and six months ended June 30, 2003, as compared to the tax
expense rate of 45.0% and 45.1% in the corresponding periods in 2002. The
effective income tax rate for the first half of 2003 varied from the combined
state and federal statutory rate principally because the Company established a
valuation allowance for certain federal and state net operating loss
carry-forwards and alternative minimum tax credits. SFAS No. 109, "ACCOUNTING
FOR INCOME TAXES," requires that tax benefits for federal and state net
operating loss carry-forwards and alternative minimum tax credits be recorded as
an asset to the extent that management assesses the utilization of
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such assets to be "more likely than not;" otherwise, a valuation allowance is
required to be recorded. Based on this guidance, the Company has recorded a
valuation allowance of $17.5 million in the second quarter 2003 due to
uncertainties regarding the realization of these deferred tax assets. The
Company will continue to reevaluate the need for a valuation allowance in the
future. Changes in estimated future taxable income and other underlying factors
may lead to adjustments to the valuation allowance in the future.
Liquidity and Capital Resources
-------------------------------
At June 30, 2003, the Company's liquidity, comprised of cash, cash
equivalents, and funds available under its revolving credit agreement ("Credit
Agreement"), totaled approximately $86.8 million, compared to $94.9 million at
December 31, 2002.
Net cash provided by operating activities was $2.0 million for the
first six months of 2003 compared to $44.0 million provided by operations in the
same period of 2002. The items primarily affecting the $42.0 million decrease in
cash flows were operating losses, before consideration of non-cash transactions,
and changes in working capital requirements including: 1) a decrease of $23.3
million in net accounts receivable in the first six months of 2003 versus
decrease of $0.7 million in the same period of 2002; 2) a decrease in
inventories in the first six months of 2003 of $3.4 million versus a decrease of
$6.7 million in 2002; 3) a $11.3 million decrease of operating liabilities in
the first six months of 2003 versus a $3.0 million decrease in the first six
months of 2002; and 4) a $1.1 million decrease in other assets and liabilities
for the first six months of 2003 versus a $6.9 million decrease in 2002.
Net cash used in investing activities in the first six months of 2003
totaled $11.5 million compared to $5.0 million in the same period of 2002. The
increase was in part due to $3.0 million of capital improvements for the furnace
upgrade at the RMSM Division. Investing activities in 2002 also included cash
generated from the sale of properties at the RMSM Division.
Cash used in financing activities in the first six months of 2003 was
$1.4 million compared to $44.8 million used in the first six months of 2002.
Cash used in financing activities during the first six months of 2002 was
primarily for repayments of the Company's revolving credit facility.
Net working capital at June 30, 2003 decreased $28.1 million compared
to December 31, 2002, reflecting a $41.2 million decrease in current assets and
a $13.1 million decrease in current liabilities. The decrease in current assets
was primarily due to a decrease in cash, accounts receivable, and inventories of
$8.3 million, $23.3 million, and $12.2 million, respectively. The accounts
receivable turnover for the six months ended June 30, 2003, as measured in
average daily sales outstanding, decreased to 34 days, as compared to 36 days
for the corresponding period in 2002. The decrease was attributable to lower
sales at the Portland and Napa Mill and increased effort on overall collection
of receivables. The decrease in current liabilities was primarily due to the
timing of $8.1 million of sales tax payables from the Napa Pipe Mill.
As of June 30, 2003, principal payments on debt are due as follows (in
thousands):
2003-2008 -
2009 305,000
--------
$305,000
On July 15, 2002 the Company issued $305 million of 10% Notes in a private
offering at a discount of 98.772% and an interest rate of 10%. Interest is
payable on January 15 and July 15 of each year. The proceeds of this issuance
were used to redeem the Company's 11% Notes (including interest accrued from
June 16, 2002 until the redemption date of August 14, 2002), refinance its
existing credit agreement, and for working capital and general corporate
purposes. As of June 30, 2003, the Company had outstanding $305 million of
principal under the 10% Notes, which bear interest at 10%. The two subsidiaries
of the Company, New CF&I, Inc. and CF&I Steel, L.P. (the "Guarantors"),
guarantee the 10% Notes. The 10% Notes and the guarantees are secured by a lien
on substantially all the property, plant and equipment and certain other assets
of the Company (exclusive of Camrose) and the Guarantors. The collateral does
not include, among other things, accounts receivable and inventory. The
Indenture under which the 10% Notes are issued contains restrictions on new
indebtedness and various types of disbursements, including dividends, based on
the cumulative amount of the Company's net income as defined. Under these
restrictions, there was no amount available for cash dividends at June 30, 2003.
In addition, the Company cannot pay cash dividends under its Credit Agreement
without prior approval from its lenders.
As of June 30, 2003, the Company, New CF&I, Inc., CF&I Steel, L.P., and
Colorado and Wyoming Railway Company are borrowers under the Credit
Agreement, which will expire on June 30, 2005. At June 30, 2003, the amount
available was the
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lesser of $70 million or the sum of the product of the Company's eligible
domestic accounts receivable and inventory balances and specified advance rates.
The Credit Agreement is secured by these assets in addition to a security
interest in certain equity and intercompany interests of the Company. Amounts
under the Credit Agreement bear interest based on either (1) the prime rate plus
a margin ranging from 0.25% to 1.00%, or (2) the adjusted LIBO rate plus a
margin ranging from 2.50% to 3.25%. Unused commitment fees range from 0.25% to
0.50%. As of June 30, 2003, there was no outstanding balance due under the
Credit Agreement. Had there been new borrowings in the first six months of 2003,
the average interest rate for the Credit Agreement would have been 4.5%. The
unused line fees were 0.50%. The margins and unused commitment fees will be
subject to adjustment within the ranges discussed above based on a quarterly
leverage ratio. The Credit Agreement contains various restrictive covenants
including a minimum consolidated tangible net worth amount, a minimum earnings
before interest, taxes, depreciation and amortization ("EBITDA") amount, a
minimum fixed charge coverage ratio, limitations on maximum annual capital and
environmental expenditures, limitations on stockholder dividends and limitations
on incurring new or additional debt obligations other than as allowed by the
Credit Agreement. At June 30, 2003, $5.0 million was restricted under the Credit
Agreement, $8.0 million was restricted under outstanding letters of credit, and
$62.0 million was available for use.
On August 13, 2003, the Company entered into an agreement with its
lenders to amend the $75 million revolving credit facility effective June 30,
2003. The agreement amended the minimum consolidated EBITDA, minimum fixed
charge coverage ratio, maximum senior debt ratio and minimum consolidated
tangible net worth covenants as of June 30, 2003 and for each month through the
maturity date of the facility. In addition, the amendment added a borrowing
availability limitation relating to inventory and will reduce the maximum credit
amount from $75 million to $65 million.
The Company is able to draw up to $15 million of the borrowings available
under the Credit Agreement to support issuance of letters of credit and similar
contracts. At June 30, 2003, $8.0 million was restricted under outstanding
letters of credit.
Camrose maintains a (CDN) $15 million revolving credit facility with a
Canadian bank, the proceeds of which may be used for working capital and general
business purposes by Camrose. The facility is collateralized by substantially
all of the assets of Camrose, and borrowings under this facility are limited to
an amount equal to the sum of the product of specified advance rates and
Camrose's eligible trade accounts receivable and inventories. This facility
expires in September 2004. At the Company's election, interest is payable based
on either the bank's Canadian dollar prime rate, the bank's U.S. dollar prime
rate, or LIBOR. As of June 30, 2003, the interest rate of this facility was
4.75%. Annual commitment fees are 0.25% of the unused portion of the credit
line. At June 30, 2003, there was no outstanding balance due under the credit
facility.
During the first six months of 2003, the Company expended approximately
$3.4 million and $8.2 million on capital projects at the Oregon Steel Division
and the RMSM Division, respectively. Despite the unfavorable net results for the
first six months of 2003, the Company has been able to satisfy its needs for
working capital and capital expenditures through operating income and in part
through its available cash on hand. The Company believes that its anticipated
needs for working capital and capital expenditures for the next twelve months
will be met from funds generated from operations, and if necessary, from the
available credit facility.
The Company's level of indebtedness presents other risks to investors,
including the possibility that the Company and its subsidiaries may be unable to
generate cash sufficient to pay the principal of and interest on their
indebtedness when due. In that event, the holders of the indebtedness may be
able to declare all indebtedness owing to them to be due and payable
immediately, and to proceed against their collateral, if applicable. These
actions would likely have a material adverse effect on the Company. In addition,
the Company faces potential costs and liabilities associated with environmental
compliance and remediation issues and the labor dispute at the Pueblo Mill, as
well as further expenses related to the shutdown of the the melt shop at the
Portland Mill. See Part 1, "Consolidated Financial Statements - Note 8,
Contingencies" of this quarterly report for a description of those matters. Any
costs or liabilities in excess of those expected by the Company could have a
material adverse effect on the Company.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes.
ITEM 4. CONTROLS AND PROCEDURES
In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and
15d-15, the Company's management, under the supervision of the Chief Executive
Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the design and operation of the Company's disclosure controls and
procedures were effective. There has been no change in the Company's internal
controls over financial reporting that occurred during the Company's last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part 1, "Consolidated Financial Statements - Note 8, Contingencies"
for a discussion of the status of (a) the lawsuits initiated by the Union
alleging violations of the CAA, (b) the environmental issues at the Portland
Mill and RMSM, and (c) the status of the labor dispute at RMSM.
The Company is party to various other claims, disputes, legal actions and
other proceedings involving contracts, employment and various other matters. In
the opinion of management, the outcome of these matters should not have a
material adverse effect on the consolidated financial condition of the Company.
The Company maintains insurance against various risks, including certain
types of tort liability arising from the sale of its products. The Company does
not maintain insurance against liability arising out of waste disposal, on-site
remediation of environmental contamination or earthquake damage to its Napa Pipe
Mill and related properties because of the high cost of that coverage. There is
no assurance that the insurance coverage carried by the Company will be
available in the future at reasonable rates, if at all.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In connection with the 1993 acquisition of the assets of CF&I Steel
Corporation and its subsidiaries ("Old CF&I"), the Company agreed to issue
598,400 shares of its common stock ("Shares") "ten years after the Closing Date"
to specified creditors of Old CF&I. Ten years after the Closing Date was March
3, 2003. On February 6, 2003, the Board of Directors of the Company authorized
the issuance of the Shares in accordance with any bankruptcy court orders. On
February 25, 2003, the United States Bankruptcy Court District of Utah, Central
Division signed and entered two orders directing counsel for the reorganized Old
CF&I to notify the Company that 595,113 shares and 3,287 shares were to be
issued and distributed to the Pension Benefit Guaranty Corporation and United
States Treasury Department, respectively. The Shares were issued in April 2003.
Based on a SEC no-action letter dated as of February 26, 1993, the SEC Division
of Corporate Finance confirmed that it would not recommend enforcement action to
the SEC if the Company issued the Shares without registration under Section 5 of
the Securities Act of 1933 pursuant to the exemption from registration provided
by Section 1145(a) of the United States Bankruptcy Code.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Restated Certificate of Incorporation of Oregon Steel Mills, Inc.
3.2 Bylaws of Oregon Steel Mills (as amended and restated on
May 1, 2003)
10.1 Amendment No. 2 to Credit Agreement dated as of June 30, 2003
10.2 Form of Indemnification Agreement between the Company and its
executive officers
10.3 Form of Indemnification Agreement between the Company and its
directors
18.0 Certifying Accountant's Preferability Letter
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
(b) Reports on Form 8-K
On May 8, 2003, the Company filed a Form 8-K in relation to the
press release announcing the Company's earnings results for the
first quarter ended March 31, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OREGON STEEL MILLS, INC.
Date: August 14, 2003 /s/ Jeff S. Stewart
------------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)
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OREGON STEEL MILLS, INC.
EXHIBIT INDEX
LIST OF EXHIBITS FILED WITH FORM 10-Q FOR THE PERIOD
ENDED JUNE 30, 2003
3.1 Restated Certificate of Incorporation of Oregon Steel Mills, Inc.
3.2 Bylaws of Oregon Steel Mills (as amended and restated on
May 1, 2003)
10.1 Amendment No. 2 to Credit Agreement dated as of June 30, 2003
10.2 Form of Indemnification Agreement between the Company and its
executive officers
10.4 Form of Indemnification Agreement between the Company and its
directors
18.0 Certifying Accountant's Preferability Letter
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
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