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 March 31, 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.
(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)223-9228
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $.01 Par Value 26,388,254
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Class Number of Shares Outstanding
(as of May 1, 2003)
OREGON STEEL MILLS, INC.
INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2003 (unaudited) and
December 31, 2002.....................................2
Consolidated Statements of Income (unaudited)
Three months ended March 31, 2003 and 2002........... 3
Consolidated Statements of Cash Flows (unaudited)
Three months ended March 31, 2003 and 2002........... 4
Notes to Consolidated Financial Statements
(unaudited) .....................................5 - 13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............14 - 18
Item 3. Quantitative and Qualitative Disclosures
about Market Risk................................... 18
Item 4. Controls and Procedures.................................18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ......................................19
Item 4. Submission of Matters to a Vote of the
Security Holders....................................... 19
Item 6. Exhibits and Reports on Form 8-K........................19
SIGNATURES....................................................... 19
CERTIFICATIONS.................................................20-21
-1-
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OREGON STEEL MILLS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
MARCH 31, DECEMBER 31,
2003 2002
-------------- -------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 27,277 $ 33,050
Trade accounts receivable, less
allowance for doubtful
accounts of $4,304 and $4,346 73,244 84,547
Inventories 163,506 162,834
Deferred tax asset 7,913 8,109
Other 5,775 6,922
--------- ---------
Total current assets 277,715 295,462
--------- ---------
Property, plant and equipment:
Land and improvements 31,851 30,936
Buildings 53,132 52,653
Machinery and equipment 800,919 793,537
Construction in progress 16,676 17,444
--------- ---------
902,578 894,570
Accumulated depreciation (383,026) (371,192)
--------- ---------
Net property, plant and equipment 519,552 523,378
--------- ---------
Goodwill, net 520 520
Intangibles, net 1,075 1,106
Other assets 26,670 28,896
--------- ---------
TOTAL ASSETS $ 825,532 $ 849,362
========= =========
LIABILITIES
Current liabilities:
Accounts payable $ 71,496 $ 63,325
Accrued expenses 63,103 81,760
--------- ---------
Total current liabilities 134,599 145,085
Long-term debt 301,524 301,428
Deferred employee benefits 23,876 23,222
Environmental liability 29,012 30,482
Deferred income taxes 11,618 16,895
--------- ---------
Total liabilities 500,629 517,112
--------- ---------
Minority interests 25,002 25,260
--------- ---------
Contingencies (Note 7)
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; 1,000 shares
authorized; none issued -- --
Common stock, par value $.01 per share; authorized
30,000 shares, 25,790 shares issued and outstanding 258 258
Additional paid-in capital 227,639 227,639
Retained earnings 90,585 99,610
--------- ---------
318,482 327,507
--------- ---------
Accumulated other comprehensive income:
Cumulative translation adjustment (6,915) (8,851)
Minimum pension liability (11,666) (11,666)
--------- ---------
Total stockholders' equity 299,901 306,990
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 825,532 $ 849,362
========= =========
The accompanying notes are an integral part of the consolidated financial statements.
-2-
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
------------------------------------
2003 2002
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SALES
Product Sales $ 166,930 $ 187,901
Freight 8,751 11,167
--------- ---------
175,681 199,068
COSTS AND EXPENSES:
Cost of sales 169,602 177,369
Selling, general and administrative expenses 12,489 14,134
Gain on sale of assets (61) (958)
Incentive compensation 222 450
--------- ---------
182,252 190,995
--------- ---------
Operating income (loss) (6,571) 8,073
OTHER INCOME (EXPENSE):
Interest expense, net (8,101) (8,592)
Minority interests 169 (132)
Other income, net 258 446
--------- ---------
Loss before income taxes (14,245) (205)
INCOME TAX BENEFIT 5,220 84
--------- ---------
Loss before cumulative effect of change in accounting principle (9,025) (121)
Cumulative effect of change in accounting principle, net of
tax of $11,264, net of minority interests of $2,632 -- (17,967)
--------- ---------
NET LOSS $ (9,025) $ (18,088)
========= =========
BASIC AND DILUTED LOSS PER SHARE:
Loss before cumulative effect of change in accounting principle $ (0.34) $ (0.01)
Cumulative effect of change in accounting principle -- (0.68)
--------- ---------
Net loss per share $ (0.34) $ (0.69)
========= =========
WEIGHTED AVERAGE COMMON SHARES AND COMMON
SHARES EQUIVALENTS OUTSTANDING:
Basic and diluted 26,388 26,387
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)
THREE MONTHS ENDED MARCH 31,
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2003 2002
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Cash flows from operating activities:
Net loss $ (9,025) $ (18,088)
Adjustments to reconcile net loss to net cash
provided by (used in) operations
Cumulative effect of change in accounting principle -- 17,967
Depreciation and amortization 10,464 11,697
Deferred income taxes, net (5,081) (164)
Gain on sale of assets (61) (958)
Minority interests' share of income (258) 132
Changes in current assets and liabilities:
Trade accounts receivable 11,303 (5,969)
Inventories (672) (4,608)
Operating liabilities (9,617) 204
Income taxes (215) --
Other, net 1,967 4,513
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NET CASH PROVIDED BY (USED IN) OPERATIONS (1,195) 4,726
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (6,606) (4,310)
Proceeds from disposal of property and equipment 60 1,283
Other, net 32 2,648
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NET CASH USED IN INVESTING ACTIVITIES (6,514) (379)
--------- ---------
Cash flows from financing activities:
Proceeds from bank debt -- 180,834
Payments on bank and long term debt -- (195,260)
Other -- 120
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NET CASH USED IN FINANCING ACTIVITIES -- (14,306)
--------- ---------
Effects of foreign currency exchange rate 1,936 (57)
--------- ---------
Net decrease in cash and cash equivalents (5,773) (10,016)
Cash and cash equivalents at the beginning of period 33,050 12,278
--------- ---------
Cash and cash equivalents at the end of period $ 27,277 $ 2,262
========= =========
Supplemental disclosures of cash flow information:
Cash paid for:
--------------
Interest $ 15,460 $ --
Income taxes $ 165 $ 97
Non cash financing activities:
Interest applied to loan balance $ -- $ 1,134
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. All significant
intercompany balances and transactions have been eliminated.
The unaudited financial statements include all adjustments (consisting
of normal recurring accruals) 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 Statandard ("SFAS") No. 143, "ACCOUNTING FOR
ASSET RETIREMENT OBLIGATIONS." SFAS No. 143 addresses financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated retirement costs. This statement
requires that the Company record a liability for the fair value of an asset
retirement obligation when the Company has a legal obligation to remove the
asset. SFAS No. 143 is effective for the Company beginning January 1, 2003.
The adoption of SFAS No. 143 did not have a material impact on the
Company's consolidated financial statements.
In May 2002, the FASB issued SFAS No. 145, "RECISSION OF FAS NOS. 4,
44, AND 64, AMENDMENT OF FAS 13, AND TECHNICAL CORRECTIONS." Among other
things, SFAS No. 145 rescinds various pronouncements regarding early
extinguishment of debt and allows extraordinary accounting treatment for
early extinguishment only when the provisions of Accounting Principles
Board ("APB") Opinion No. 30, "REPORTING THE RESULTS OF OPERATIONS -
REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS"
are met. SFAS No. 145 provisions regarding early extinguishment of debt are
generally effective for fiscal years beginning after May 15, 2002. In
mid-July 2002, the Company refinanced its credit facility and redeemed its
11% First Mortgage Notes due 2003, resulting in a $1.1 million
extraordinary loss, net of taxes, on the early extinguishment of debt. The
amount recognized consisted primarily of the write-off of unamortized fees
and expenses. The adoption of SFAS No. 145 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 accounts for employee termination actions under SFAS No.
112, which requires 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.
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. No stock options were issued in the first
quarter of 2003.
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 March 31,
-----------------------------
2003 2002
--------- ---------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
Net loss, as reported $(9,025) $(18,088)
Deduct: total stock-based compensation expense determined
under fair value based method for all awards, net
of related tax effects of $25 and $33 (43) (47)
------- --------
Pro forma net loss $(9,068) $(18,135)
======= ========
Loss per share:
Basic and diluted - as reported $(0.34) $(0.69)
Basic and diluted - pro forma $(0.34) $(0.69)
The fair value of options granted was estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:
-6-
2002 2001
------ ------
Annualized Dividend Yield 0% 0%
Common Stock Price Volatility 64.4% 66.1%
Risk-Free Rate of Return 4.9% 4.7%
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:
March 31, December 31,
2003 2002
--------- ------------
(In thousands)
Raw materials $ 9,628 $ 6,959
Semi-finished product 65,366 63,431
Finished product 51,720 56,997
Stores and operating supplies 36,792 35,447
-------- --------
Total inventory $163,506 $162,834
======== ========
4. NET LOSS PER SHARE
The Company calculates earnings per share in accordance with SFAS No.
128, "EARNINGS PER SHARE." SFAS No. 128 requires the presentation of
"basic" earnings per share and "diluted" earnings per share. Basic earnings
per share is computed by dividing the net income available to common
shareholders by the weighted average number of shares of common stock
outstanding. For purposes of calculating diluted earnings per share the
denominator includes both the weighted average number of shares of common
stock outstanding and the number of dilutive common stock equivalents such
as stock options and warrants, as determined using the treasury stock
method.
Shares used in calculating basic and diluted earnings per share for the
three month periods ended March 31, are as follows:
Three Months Ended March 31,
------------------------------
2003 2002
------------ ---------
(In thousands, except per
share amounts)
Weighted average number of common shares outstanding 25,790 25,789
Shares of common stock to be issued in April 2003 598 598
-------- --------
26,388 26,387
======== ========
Dilutive effect of:
Employee stock options -- --
-------- --------
Weighted average number of common shares outstanding:
Assuming dilution 26,388 26,387
======== ========
Loss before cumulative effect of change in accounting principle $ (9,025) $ (121)
Cumulative effect of change in accounting principle, net of tax,
net of minority interest -- (17,967)
-------- --------
Net loss $ (9,025) $(18,088)
======== ========
-7-
Basic and diluted loss per share:
Before cumulative effect of change in accounting principle $ (0.34) $ (0.01)
Cumulative effect of change in accounting principle -- (0.68)
-------- --------
Basic and diluted loss per share $ (0.34) $ (0.69)
======== ========
Weighted average common shares outstanding, assuming dilution, includes
the incremental shares that would be issued upon the assumed exercise of
stock options for the period they were outstanding. For the first quarter
of 2003 and 2002, approximately 454,200 shares and 227,229 shares,
respectively, were excluded from the diluted earnings per share
calculation, as to include them would have been antidilutive.
5. COMPREHENSIVE LOSS
Three Months Ended March 31,
-----------------------------
2003 2002
------------- ---------
(In thousands)
Net loss $ (9,025) $(18,088)
Foreign currency translation adjustment 1,936 (57)
-------- --------
Comprehensive loss $ (7,089) $(18,145)
======== ========
6. DEBT, FINANCING ARRANGEMENTS, AND LIQUIDITY
Debt balances were as follows:
March 31, December 31,
2003 2002
--------- ------------
(In thousands)
10% First Mortgage Notes due 2009 ("10% Notes") $305,000 $305,000
Less unamortized discount on 10% Notes (3,476) (3,572)
-------- --------
Non-current maturity of long-term debt $301,524 $301,428
======== ========
On July 15, 2002, the Company issued $305 million of 10% First Mortgage
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. The existing credit agreement was
replaced with a $75 million credit facility that will expire on June 30, 2005.
As of March 31, 2003, the Company had outstanding $305 million principal amount
of 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 March 31, 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 March 31, 2003, the Company maintained a $75 million revolving
credit facility ("Credit Agreement"), which will expire on June 30, 2005. At
March 31, 2003, $5.0 million was restricted under the Credit Agreement, $9.2
million was restricted under the outstanding letters of credit, and $60.8
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. The Company was in compliance with such
covenants at March 31, 2003. In addition, the Company cannot pay cash dividends
without prior approval from the lenders.
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 March 31, 2003, the
-8-
interest rate of this facility was 4.75%. Annual commitment fees are 0.25%
of the unused portion of the credit line. At March 31, 2003, there was no
outstanding balance due under the credit facility.
As of March 31, 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 March 31, 2003, $9.2 million was restricted under
outstanding letters of credit.
Despite the unfavorable net results for the first quarter of 2003, the
Company has been able to satisfy its needs for working capital and capital
expenditures, due in part on its ability to secure adequate financing
arrangements. 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.
7. 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
$988,000 as of March 31, 2003. The Company has also recorded a $988,000
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 manner, 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. As a best estimate
of the RI/FS costs for years after 2002, the Company has accrued a liability of
$735,000 as of March 31, 2003. The Company has also recorded a $735,000
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.
-9-
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 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 in principle, which has yet to be
incorporated into a final settlement document. 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.
Although the Company believes it will either favorably settle the matter or
prevail at trial, it is not presently possible to estimate the liability if
there is ultimately an adverse determination.
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 March 31, 2003, the accrued
liability was $29.7 million, of which $24.3 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 below, 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
-10-
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.
In response to the CDPHE settlement and the resolution of the EPA
action, CF&I has accrued a liability of $2.8 million for possible fines and
non-capital related expenditures since the settlement. As of March 31, 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 (the Demag and Rokop casters), will
be shut down. The new single furnace operation may not have the capacity to
support a two caster operation and in that event the Rokop caster and the
related assets with a book value of $9.2 million would be written off.
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 at costs comparable to internally generated
billets. 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 will seek 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 March 31, 2003, approximately 779 Unreinstated Employees have
either returned to work or have declined CF&I's offer of equivalent work. At
March 31, 2003, approximately 151 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
-11-
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 151 Unreinstated Employees as of
March 31, 2003. On August 2, 2000, CF&I filed an appeal with the NLRB in
Washington, D.C. A separate hearing concluded in February 2000, with the judge
for that hearing rendering a decision on August 7, 2000, that certain of the
Union's actions undertaken since the beginning of the strike did constitute
misconduct and violations of certain provisions of the NLRA. The Union has
appealed this determination to the NLRB. In both cases, the non-prevailing party
in the NLRB's decision will be entitled to appeal to the appropriate U.S.
Circuit Court of Appeals. CF&I believes both the facts and the law fully support
its position that the strike was economic in nature and that it was not
obligated to displace the properly hired replacement employees. The Company does
not believe that final judicial action on the strike issues is likely for at
least two to three years.
In the event there is an adverse determination of these issues,
Unreinstated Employees could be entitled to back pay, including benefits, plus
interest, from the date of the Union's unconditional offer to return to work
through the date of their reinstatement or a date deemed appropriate by the NLRB
or an appellate court. The number of Unreinstated Employees entitled to back pay
may be limited to the number of past and present replacement workers; however,
the Union might assert that all Unreinstated Employees should be entitled to
back pay. Back pay is generally determined by the quarterly earnings of those
working less interim wages earned elsewhere by the Unreinstated Employees. In
addition to other considerations, each Unreinstated Employee has a duty to take
reasonable steps to mitigate the liability for back pay by seeking employment
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.
During the strike by the Union at CF&I, certain bargaining unit
employees of the Colorado and Wyoming Railway Company ("C&W"), a wholly-owned
subsidiary of New CF&I, refused to report to work for an extended period of
time, claiming that concerns for their safety prevented them from crossing the
picket line. The bargaining unit employees of C&W were not on strike, and
because the other C&W employees reported to work without incident, C&W
considered those employees to have quit their employment and, accordingly, C&W
declined to allow those individuals to return to work. The various unions
representing those individuals filed claims with C&W asserting that C&W had
violated certain provisions of the applicable collective bargaining agreement,
the Federal Railroad Safety Act ("FRSA"), or the Railway Labor Act. In all of
the claims, the unions demand reinstatement of the former employees with their
seniority intact, back pay and benefits.
The United Transportation Union, representing thirty of those former
employees, asserted that their members were protected under the FRSA and pursued
their claim before the Public Law Board ("PLB"). A hearing was held in November
1999, and the PLB, with one member dissenting, rendered an award on January 8,
2001 against C&W, ordering the reinstatement of those claimants who intend to
return to work for C&W, at their prior seniority, with back pay and benefits,
net of interim wages and benefits received elsewhere. On February 6, 2001, C&W
filed a petition for review of that award and the District Court referred the
matter back to the PLB to determine the specific release which should be granted
as to each claimant in accordance with the terms of the award. The District
Court also filed a judgement to that effect and the C&W filed an appeal of the
District Court's order and judgement in the United States Court of Appeals. The
appeal was dismissed as being premature given that the hearing on back pay had
not yet occurred. The Company does not believe that the resolution of this
matter will have a material adverse effect on the Company's results of
operations.
The Transportation-Communications International Union, Brotherhood
Railway Carmen Division, representing six of those former C&W employees,
asserted that their members were protected under the terms of the collective
bargaining agreement and pursued their claim before a separate PLB. A hearing
was held in January 2001, and that PLB, with one member dissenting, rendered an
award on March 14, 2001 against C&W, ordering the reinstatement of those
claimants who intend to return to work for C&W, at their prior seniority, with
back pay and benefits, net of interim wages earned elsewhere. As of April 2003,
this matter has been resolved with all the claimants with no material adverse
effect on the Company's results of operations.
-12-
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 March 31, 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 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 March 31, 2003 was $116,000.
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.
From mid-January to March 2003, the Company temporarily shut down its
Portland Mill melt shop in response to both adverse market conditions and a high
level of slab inventory at the end of 2002. The melt shop resumed operations in
early March 2003, however, the Company expects a further temporary closure to
occur in May 2003. The Company has forecasted that semi-finished slab purchases
for the Portland Mill will meet the majority of its production needs for 2003.
The Company is assessing the short and long term operation of the melt shop, and
is considering the feasibility of producing semi-finished slabs versus the
availability and cost of similar slabs for purchase. The book value of assets
and other commitments associated with the melt shop operations ("Melt Shop
Assets") was approximately $42 million at March 31, 2003. In the event the
Company were to permanently cease production at the Portland Mill melt shop, the
Company would expense the associated Melt Shop Assets with a charge to operating
income.
-13-
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 240,000 tons of welded pipe and approximately 690,000 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 25% and 75%, 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 370,000 tons of rail, and approximately 420,000 tons of rod
and bar products. Seamless pipe shipments will be dependent on market conditions
in the drilling industry. While the Company anticipates that product category
average selling prices 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 March 31,
----------------------------
2003 2002
---------- -----------
Total tonnage sold:
Oregon Steel Division:
Plate and Coil 108,700 116,200
Welded pipe 51,100 101,200
------- -------
Total Oregon Steel Division 159,800 217,400
------- -------
RMSM Division:
Rail 113,000 98,700
Rod and Bar 115,500 110,900
Seamless pipe (1) 10,900 2,300
Semi-finished - 100
------- -------
-14-
Total RMSM Division 239,400 212,000
------- -------
Total Company 399,200 429,400
======= =======
Product sales (in thousands): (2)
Oregon Steel Division $ 78,342 $110,021
RMSM Division 88,588 77,880
-------- --------
Total Company $166,930 $187,901
======== ========
Average selling price per ton: (2)
Oregon Steel Division $490 $506
RMSM Division $370 $367
Company Average $418 $438
(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 months ended March 31, 2003 and 2002.
SALES. Consolidated sales for the first quarter of 2003 of $166.9 million
decreased $20.9 million, or 11.2% from sales of $187.9 million in the first
quarter of 2002. Included in sales for the first quarter of 2003 is $8.8 million
in freight revenue, compared to $11.2 million in the first quarter of 2002.
Shipments were down 7.0% at 399,200 tons with an average selling price of $418
per ton for the first quarter of 2003 compared to 429,400 tons with an average
selling price of $438 per ton for the first quarter of 2002. The decrease in
both product sales and average selling prices were primarily the result of
reduced shipments of large diameter pipe and plate product in the Oregon Steel
Division.
OREGON STEEL DIVISION. The division's sales for the first quarter of 2003
of $78.3 million decreased 28.8% from sales of $110.0 million in the first
quarter of 2002. The division shipped 159,800 tons of plate, coil and welded
pipe products at an average selling price of $490 per ton for the first quarter
of 2003, compared to 217,400 tons of product at an average selling price of $506
per ton for the first quarter of 2002. The decrease in both product sales and
average selling prices were primarily the result of decreased large diameter
pipe orders at the Napa Pipe Mill. In addition, the Portland Mill experienced
lower production volumes due to continued weak demand during the first quarter
of 2003.
RMSM DIVISION. The division's sales for the first quarter of 2003 of $88.6
million increased 13.7% from sales of $77.9 million in the first quarter of
2002. The Company shipped 239,400 tons of rail, rod and bar, and seamless pipe
at an average selling price of $370 per ton for the first quarter of 2003,
compared to 212,000 tons of product at an average selling price of $367 per ton
for the same quarter of 2002. Increased sales of specialty rod and an announced
rod price increase contributed to the higher average sales price per ton.
GROSS PROFITS. Gross profit was $6.1 million, or 3.5% of total sales, for
the first quarter of 2003 compared to $21.7 million, or 10.9% of total sales,
for the same quarter in 2002. The decrease of $15.6 million in gross profit
included: 1) a decrease of $10.5 million at the Oregon Steel Division due to
decreased sales of high-priced welded pipe and plate products, higher scrap and
purchased slab costs and lower production levels; 2) a decrease of $5.0 million
at the RMSM Division primarily due to higher scrap and energy costs, offset
partially by higher average selling price for rod products.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses ("SG&A") of $12.5 million for the first quarter of 2003 decreased by
11.6%, from $14.1 million for the first quarter of 2002. The decrease in SG&A
expenses is primarily due to decreased shipping costs associated with the
decreased shipping volume for welded pipe and plate products. SG&A expenses, as
a percentage of total sales was 7.1% for the first quarter of 2003, consistent
with the level for the first quarter of 2002.
INTEREST EXPENSE. Total interest expense decreased $0.5 million, or 5.8%,
to $8.1 million in the first quarter of 2003, compared to $8.6 million in the
same period of 2002. In July 2002, the Company refinanced its 11% Notes with the
10% Notes which resulted in lower interest expense in the first quarter of 2003.
In addition, the Company completed the payoff of the 10-year CF&I acquisition
term loan in December 2002 and there were no outstanding borrowings under the
domestic and Canadian Credit Facilities during the first quarter of 2003.
INCOME TAX EXPENSE. The effective income tax benefit rate was 36.6% and
41.0% for the first quarter of 2003 and 2002, respectively. The effective income
tax rate for the first quarter of 2003 varied principally from the combined
state and federal statutory rate due to a decrease in the federal benefit of
state tax net operating loss carry-forwards.
-15-
OREGON STEEL MILLS, INC.
Liquidity and Capital Resources
-------------------------------
At March 31, 2003, the Company's liquidity, comprised of cash, cash
equivalents, and funds available under its revolving credit agreement ("Credit
Agreement"), totaled approximately $88.1 million, compared to $94.9 million at
December 31, 2002.
Net cash used in operating activities was $1.2 million for the first
quarter of 2003 compared to $4.7 million provided by operations in the same
quarter of 2002. The items primarily affecting the $5.9 million decrease in cash
flows were - a) non-cash transactions including: 1) the write-off of $31.9
million worth of goodwill during the first quarter of 2002 resulting in a
cumulative effect of change in accounting principle of $18.0 million (net of a
$11.3 million tax effect and $2.6 million of minority interest); and 2) a
non-cash adjustment for deferred income taxes of $5.1 million in the first
quarter of 2003; offset in part by b) changes in working capital requirements
including: 1) a decrease of $11.3 million in net accounts receivable in the
first quarter of 2003 versus an increase of $6.0 million in the same quarter of
2002; 2) an increase in inventories in the first quarter of 2003 ($0.7 million
versus $4.6 million); and 3) a $9.6 million decrease of operating liabilities in
the first quarter of 2003 versus a $0.2 million increase in the first quarter of
2002.
Net cash used in investing activities in the first quarter of 2003
totaled $6.5 million compared to $0.4 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. There was no cash
used in financing activities in the first quarter of 2003 compared to $14.3
million used in the first quarter of 2002. Cash used in financing activities
during the first quarter of 2002 was primarily for repayments of the Company's
revolving credit facility.
Net working capital at March 31, 2003 decreased $7.3 million compared
to December 31, 2002, reflecting a $17.7 million decrease in current assets and
a $10.5 million decrease in current liabilities. The decrease in current assets
was primarily due to a decrease in cash, accounts receivable and other current
assets ($5.8 million, $11.3 million and $1.1 million, respectively). The
accounts receivable turnover for the three months ended March 31, 2003, as
measured in average daily sales outstanding, decreased to 36 days, as compared
to 39 days for the corresponding period in 2002. The decrease was attributable
to lower sales of plate and welded pipe at the Oregon Steel Division. The
decrease in current liabilities was primarily due to a $18.7 million decrease in
accrued expenses primarily attributable to the $15.3 million semi-annual
interest on the 10% Notes paid in the first quarter of 2003, offset in part by a
$8.2 million increase in account payables.
As of March 31, 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. The old credit agreement, which was to expire on September 30, 2002,
was replaced in July 2002 with a new $75 million credit facility that will
expire on June 30, 2005. As of March 31, 2003, the Company had outstanding $305
million principal amount of 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 March 31, 2003. In addition, the Company cannot pay cash dividends
under its Credit Agreement without prior approval from its lenders.
As of March 31, 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 March 31, 2003, the amount available was
the lesser of $70 million or the sum of the product of the Company's eligible
domestic accounts receivable and inventory
-16-
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 March 31, 2003, there was no
outstanding balance due under the Credit Agreement. Had there been new
borrowings in the first quarter of 2003, the average interest rate for the
Credit Agreement would have been 4.8%. The unused line fees were 0.50%. The
margins and unused commitment fees will be subject to adjustment within the
ranges discussed above based on a quarterly leverage ratio. The Credit Agreement
contains various restrictive covenants including a minimum consolidated tangible
net worth amount, a minimum earnings before interest, taxes, depreciation and
amortization ("EBITDA") amount, a minimum fixed charge coverage ratio,
limitations on maximum annual capital and environmental expenditures,
limitations on stockholder dividends and limitations on incurring new or
additional debt obligations other than as allowed by the Credit Agreement. The
Company was in compliance with such covenants at March 31, 2003. At March 31,
2003, $5.0 million was restricted under the Credit Agreement, $9.2 million was
restricted under outstanding letters of credit, and $60.8 million was available
for use.
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 March 31, 2003, $9.2 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 March 31, 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 March 31, 2003, there was no outstanding balance due under the credit
facility.
During the first quarter of 2003, the Company expended approximately
$2.7 million and $3.9 million on capital projects at the Oregon Steel Division
and the RMSM Division, respectively. Despite the unfavorable net results for the
first quarter 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 the potential shutdown of the melt shop at the Portland Mill. See Part
1, "Consolidated Financial Statements - Note 7, 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
Evaluation of disclosure controls and procedures
------------------------------------------------
The Company's chief executive officer and chief financial officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15d-14(c)) as of a date (the "Evaluation Date") within 90 days before the
filing date of this quarterly report, have concluded that as of the Evaluation
Date, the Company's disclosure controls and procedures were effective and
designed to ensure that material information relating to the Company and the
Company's consolidated subsidiaries would be made known to them by others within
those entities.
Changes in internal controls
----------------------------
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls subsequent to the
Evaluation Date.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part 1, "Consolidated Financial Statements - Note 7, Contingencies"
for discussion of 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 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on May 1, 2003.
The stockholders elected James Declusin, Carl W. Neun and Frank M. Walker
as Class C directors, to serve until May 2006. All Class A and Class B directors
continued in office after the meeting. Declusin, Neun and Walker were elected by
a vote of 24,474,596 shares, 24,482,673 shares, and 18,056,854 shares,
respectively, and 420,401 shares, 412,324 shares, and 6,838,143 shares,
respectively, withheld authority to vote.
The stockholders approved the proposal to amend the Corporation's Restated
Certificate of Incorporation, as amended, to increase the number of authorized
shares of common stock from 30,000,000 shares to 45,000,000 shares. There were
19,412,280 votes for the proposal, 5,147,511 against the proposal, 335,206
abstentions and 894,857 broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 CFO Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
quarter ended March 31, 2003.
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: May 14, 2003 /s/ Jeff S. Stewart
--------------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)
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CERTIFICATIONS
I, Joe E. Corvin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Oregon Steel Mills,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003 /s/ Joe E. Corvin
------------------------------
Joe E. Corvin
President and Chief Executive Officer
-20-
I, L. Ray Adams, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Oregon Steel Mills,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003 /s/ L . Ray Adams
---------------------------------------
L . Ray Adams
Vice President - Finance,
Chief Financial Officer, and Treasurer
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