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, 2002
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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 office) (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 Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value 25,789,104
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Class Number of Shares Outstanding
(as of April 19, 2002)
OREGON STEEL MILLS, INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2002 (unaudited) and December 31, 2001...... 2
Consolidated Statements of Income (unaudited)
Three months ended March 31, 2002 and 2001............ 3
Consolidated Statements of Cash Flows (unaudited)
Three months ended March 31, 2002 and 2001............ 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
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
OREGON STEEL MILLS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
MARCH 31, DECEMBER 31,
2002 2001
----------- -------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 2,262 $ 12,278
Trade accounts receivable, less allowance
for doubtful accounts 95,101 89,132
Inventories 137,010 132,402
Deferred tax asset 17,998 17,998
Other 4,164 7,259
--------- ---------
Total current assets 256,535 259,069
--------- ---------
Property, plant and equipment:
Land and improvements 30,147 30,177
Buildings 52,356 52,463
Machinery and equipment 788,902 787,156
Construction in progress 10,651 9,644
--------- ---------
882,056 879,440
Accumulated depreciation (338,684) (328,386)
--------- ---------
Net property, plant and equipment 543,372 551,054
--------- ---------
Goodwill 520 32,384
Intangibles, net 1,197 1,381
Other assets 22,849 25,688
--------- ---------
$ 824,473 $ 869,576
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 14,536 $ 9,464
Short-term debt 48,347 61,638
Accounts payable 70,960 81,270
Accrued expenses 65,447 53,235
--------- ---------
Total current liabilities 199,290 205,607
Long-term debt 228,354 233,542
Deferred employee benefits 22,378 24,077
Environmental liability 31,294 31,350
Deferred income taxes 17,901 29,102
--------- ---------
Total liabilities 499,217 523,678
--------- ---------
Minority interests 24,812 27,312
--------- ---------
Contingencies (Note 7)
STOCKHOLDERS'
EQUITY
Common stock, par value $.01 per share 258 258
Additional paid-in capital 227,622 227,618
Retained earnings 87,130 105,218
--------- ---------
315,010 333,094
--------- ---------
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustment (9,061) (9,003)
Minimum pension liability (5,505) (5,505)
--------- ---------
Total stockholders' equity 300,444 318,586
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 824,473 $ 869,576
========= =========
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,
----------------------------
2002 2001
--------- ---------
SALES:
Product Sales $ 187,901 $164,952
Freight 11,167 12,605
Electricity Sales - 2,096
--------- --------
199,068 179,653
COSTS AND EXPENSES:
Cost of sales 177,369 172,184
Selling, general and administrative
expenses 14,584 13,838
Loss (gain) on sale of assets (958) 27
--------- --------
190,995 186,049
--------- --------
Operating income (loss) 8,073 (6,396)
OTHER INCOME (EXPENSE):
Interest expense, net (8,592) (8,970)
Minority interests (132) (101)
Other, net 446 296
--------- --------
Loss before income taxes (205) (15,171)
INCOME TAX BENEFIT 84 5,611
--------- --------
Loss before cumulative effect of change in accounting principle $ (121) $ (9,560)
Cumulative effect of change in accounting principle, net of tax,
net of minority interest (17,967) -
--------- --------
NET LOSS $ (18,088) $(9,560)
========= ========
BASIC AND DILUTED LOSS PER SHARE
Loss before cumulative effect of change in
accounting principle $(0.01) $(0.36)
Cumulative effect of change in accounting principle (0.68) -
------ ------
Net loss per share $(0.69) $(0.36)
====== ======
WEIGHTED AVERAGE COMMON SHARES AND COMMON
SHARES EQUIVALENTS OUTSTANDING:
Basic and diluted 26,387 26,375
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,
----------------------------
2002 2001
--------- ----------
Cash flows from operating activities:
Net loss $ (18,088) $ (9,560)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Cumulative effect of change in accounting principle 17,967 --
Depreciation and amortization 11,697 11,263
Deferred income taxes (164) (5,708)
Loss (gain) on sale of assets and investments (958) 27
Minority interests' share of income 132 101
Changes in current assets and liabilities:
Trade accounts receivable (5,969) (3,128)
Inventories (4,608) 7,684
Income taxes -- 206
Other 4,717 2,694
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,726 3,579
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (4,310) (2,248)
Proceeds from disposal of property and equipment 1,283 --
Other, net 2,648 1,940
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES (379) (308)
--------- ---------
Cash flows from financing activities:
Proceeds from bank debt 180,834 160,511
Payments on bank debt and long-term debt (195,260) (158,936)
Net payments (repayments) under Canadian bank revolving
loan facility 116 (1,582)
Minority portion of subsidiary's distribution -- (1,276)
Issue common stock 4 --
--------- ---------
NET CASH USED BY FINANCING ACTIVITIES (14,306) (1,283)
--------- ---------
Effects of foreign currency exchange rate changes on cash (57) (1,260)
--------- ---------
Net increase (decrease) in cash and cash equivalents (10,016) 728
Cash and cash equivalents at beginning of period 12,278 3,370
--------- ---------
Cash and cash equivalents at end of period $ 2,262 $ 4,098
========= =========
Supplemental disclosures of cash flow information:
Cash paid for:
--------------
Interest $ -- $ 11
Income taxes $ 97 $ 20
Non-cash financing activities:
------------------------------
Interest applied to loan balance $ 1,134 $ 2,045
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% interest in Camrose Pipe Company
("Camrose"); and 87% owned New CF&I, Inc. ("New CF&I") which owns a
95.2% interest in CF&I Steel, L.P. ("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 unaudited financial statements include all adjustments (consisting
of normal recurring accruals) which, in the opinion of management, are
necessary for a fair statement 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 2001 Annual Report on Form 10-K
for additional disclosures including a summary of significant accounting
policies.
In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "BUSINESS COMBINATIONS," and SFAS No. 142, "GOODWILL AND
OTHER INTANGIBLE ASSETS," collectively referred to as the "Standards." SFAS
No. 141 supersedes Accounting Principles Board Opinion (APB) No. 16,
"BUSINESS COMBINATION." The provisions of SFAS No. 141 (1) require that the
purchase method of accounting be used for all business combinations
initiated after June 30, 2001, and (2) provide specific criteria for the
initial recognition and measurement of intangible assets apart from
goodwill. SFAS No. 141 also requires that, upon adoption of SFAS No. 142,
the Company reclassify the carrying amounts of certain intangible assets
into or out of goodwill, based on certain criteria. SFAS No. 142 supersedes
APB 17, "INTANGIBLE ASSETS," and is effective for fiscal years beginning
after December 15, 2001. SFAS No. 142 primarily addresses the accounting
for goodwill and intangible assets subsequent to their initial recognition.
The provisions of SFAS No. 142 (1) prohibit the amortization of goodwill
and indefinite-lived intangible assets, (2) require that goodwill and
indefinite-lived intangible assets be tested annually for impairment (and
in interim periods if certain events occur indicating that the carrying
value of goodwill and/or indefinite-lived intangible assets may be
impaired), (3) require that reporting units be identified for the purpose
of assessing potential future impairments of goodwill, and (4) remove the
forty-year limitation on the amortization period of intangible assets that
have finite lives. The Company adopted the provisions of SFAS No. 141 and
142 during its first quarter ended March 31, 2002. See Note 6 for further
information.
On October 3, 2001, the FASB issued SFAS No. 144, "ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS." SFAS No. 144 supercedes SFAS
No. 121, "ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED OF." SFAS No. 144 applies to all
long-lived assets (including discontinued operations) and consequently
amends Accounting Principles Board Opinion No. 30 (APB 30), "REPORTING
RESULTS OF OPERATIONS AND REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF
A BUSINESS." SFAS No. 144 develops one accounting model for long-lived
assets that are to be disposed of by sale. SFAS No. 144 requires that
long-lived assets that are to be disposed of by sale be measured at the
lower of book value or fair value, less cost to sell. Additionally, SFAS
No. 144 expands the scope of discontinued operations to include all
components of an entity with operations that (1) can be distinguished from
the rest of the entity and (2) will be eliminated from the ongoing
operations of the entity in a disposal transaction. SFAS No. 144 was
effective for the Company for the year beginning January 1, 2002. The
adoption of this standard did not have a material effect on the Company's
financial statements.
In May 2002, the FASB issued SFAS 145, "RECISSION OF FAS NOS. 4, 44,
AND 64, AMENDMENT OF FAS 13, AND TECHNICAL CORRECTIONS." Among other
things, SFAS 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 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 145
provisions regarding early extinguishment of debt are generally effective
for fiscal years beginning after May 15, 2002. The Company does not believe
that the adoption of this statement will have a material impact on its
consolidated financial statements.
-5-
Certain reclassifications have been made in prior periods to conform
to the current year presentation. Such reclassifications do not affect
results of operations as previously reported.
2. INVENTORIES
-----------
Inventories were as follows:
MARCH 31, DECEMBER 31,
--------- ------------
2002 2001
--------- ------------
(In thousands)
Raw materials $ 10,528 $ 11,419
Semi-finished product 49,149 51,777
Finished product 48,566 41,201
Stores and operating supplies 28,767 28,005
-------- --------
Total inventory $137,010 $132,402
======== ========
3. NET LOSS PER SHARE
------------------
Basic and diluted net loss per share was as follows:
THREE MONTHS ENDED MARCH 31,
-----------------------------------
2002 2001
--------- ----------
(In thousands, except per
share amounts)
Weighted average number of common shares outstanding 25,789 25,777
Shares of common stock to be issued March 2003 598 598
-------- --------
26,387 26,375
======== ========
Dilutive effect of:
Employee stock options -- --
-------- --------
Weighted average number of common shares outstanding:
Assuming dilution 26,387 26,375
======== ========
Loss before cumulative effect of change in accounting principle $ (121) $ (9,560)
Cumulative effect of change in accounting principle, net of tax,
net of minority interest (17,967) --
-------- --------
Net loss $(18,088) $ (9,560)
======== ========
Basic and diluted loss per share:
Before cumulative effect of change in accounting principle $ (0.01) $ (0.36)
Cumulative effect of change in accounting principle (0.68) --
-------- --------
$ (0.69) $ (0.36)
======== ========
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 2002 and
2001, approximately 227,229 shares and 45,326 shares, respectively, were
excluded from the diluted earnings per share calculation, as to include them
would have been antidilutive.
-6-
4. COMPREHENSIVE LOSS
------------------
THREE MONTHS ENDED MARCH 31,
----------------------------
2002 2001
---------- ---------
(In thousands)
Net loss $(18,088) $ (9,560)
Foreign currency translation adjustment (57) (1,260)
-------- --------
Comprehensive loss $(18,145) $(10,820)
======== ========
5. DEBT, FINANCING ARRANGEMENTS, AND LIQUIDITY
Debt balances were as follows:
MARCH 31, DECEMBER 31,
2002 2001
--------- ------------
(In thousands)
11% First Mortgage Notes ("Notes") $228,250 $228,250
Revolving credit facility 48,347 61,638
CF&I acquisition term loan 14,536 14,536
Camrose revolving bank loan 104 220
-------- --------
291,237 304,644
Less current portion of long-term debt 62,883 71,102
-------- --------
Non-current portion of long-term debt $228,354 $233,542
======== ========
The Company has outstanding $228.3 million principal amount of First
Mortgage Notes ("Notes"), due 2003. The Indenture under which the Notes were
issued contains restrictions on new indebtedness and various types of
disbursements, including dividends, based on the Company's net income in
relation to its fixed charges, as defined. Under these restrictions, there was
no amount available for cash dividends at March 31, 2002.
The Company maintains a $85 million revolving credit facility ("Credit
Agreement"), which expires on September 30, 2002. As of March 31, 2002,
approximately $30.0 million was available for use. The revolving credit facility
will decrease to $75 million on April 1, 2002. The Credit Agreement contains
various restrictive covenants including minimum consolidated tangible net worth,
minimum earnings before interest, taxes, depreciation and amortization
("EBITDA") coverage ratio, maximum annual capital expenditures, limitations on
stockholder dividends and limitations on incurring new or additional debt
obligations other than provided by the Credit Agreement. The Company cannot pay
cash dividends without prior approval from the lenders. The Company was in
compliance with such covenants at March 31, 2002.
CF&I incurred $67.5 million in term debt in 1993 as part of the purchase
price of certain assets, principally the Pueblo, Colorado steelmaking and
finishing facilities, from CF&I Steel Corporation. This debt is unsecured and is
payable over ten years, bearing interest at 9.5%. As of March 31, 2002, the
outstanding balance on the debt was $14.5 million, all of which was classified
as short-term.
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 2003. At March 31, 2002, the outstanding balance under the
credit facility was $104,000.
-7-
As of March 31, 2002, principal payments on debt are due as follows (in
thousands):
2002 $ 62,883
2003 228,354
--------
$291,237
========
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, 2002, $6.7 million was restricted under outstanding
letters of credit.
Despite the unfavorable operating results for the first quarter of 2002,
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 expects that operations will continue, with the
realization of assets, and discharge of liabilities in the ordinary course of
business. 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. The Credit Agreement expires on September 30, 2002.
Although the Company believes it will be able to replace the Credit Agreement on
satisfactory terms, a replacement credit agreement is subject to negotiation and
the execution of definitive documentation. If the Company is unable to replace
the Credit Agreement, at least in part, or if funds generated from operations
and available borrowings are not sufficient to meet the Company's needs for
working capital and capital expenditures, or if the Company's cash needs are
greater than anticipated, the Company will be required to seek alternative
financing. These alternative sources of financing may not be available if
required or, if available, may not be on terms satisfactory to the Company. If
the Company is unable to obtain alternative financing on satisfactory terms, it
could have a material adverse effect on the Company's business.
6. GOODWILL AND INTANGIBLE ASSETS
Effective January 1, 2002, the Company adopted SFAS No.142, "GOODWILL AND
OTHER INTANGIBLE ASSETS." As part of this adoption, the Company ceased
amortizing all goodwill and assessed goodwill for possible impairment. As an
initial step, the Company tested goodwill impairment within its two business
units - the Oregon Steel Division and the Rocky Mountain Steel Mills ("RMSM")
Division. These two business units qualify as reporting units in that they are
one level below the Company's single reportable segment (as defined in SFAS No.
131, "DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION"). The
aggregation of these reporting units, under SFAS No. 131, is appropriate given
that both business units operate in a single reportable segment, the steel
industry. Reference should be made to the Company's 2001 Annual Report on Form
10-K for additional disclosure on segment reporting.
As required under the transitional accounting provisions of SFAS No. 142,
the Company completed the steps required to identify and measure goodwill
impairment at each reporting unit. The reporting units were measured for
impairment by comparing implied fair value of the reporting units' goodwill with
the carrying amount of the goodwill. As a result, the entire goodwill at the
RMSM Division was written off in the amount of $31.9 million, and a net charge
of $18.0 million (after tax and minority interest) was recognized as a
cumulative effect of a change in accounting principle. Historical earnings and
applying an earnings multiple impacted the identification and impairment
recognized at the reporting units. The implementation of SFAS No. 142 required
the use of judgements, estimates and assumptions in the determination of fair
value and impairment amounts related to the required testing. Prior to adoption
of SFAS No. 142, the Company had historically evaluated goodwill for impairment
by comparing the entity level unamortized balance of goodwill to projected
undiscounted cash flows, which did not result in an indicated impairment.
Additionally, pursuant to SFAS No. 142, the Company completed its
reassessment of finite intangible asset lives, which consists of proprietary
technology at the RMSM Division. Based on this reassessment, no adjustment was
needed on the proprietary technology. The Company does not have any other
acquired intangible assets, whether finite or indefinite-lived assets.
-8-
GOODWILL
--------
The changes in the carrying amount of goodwill for the three months ended
March 31, 2002 are as follows:
RMSM OREGON STEEL
DIVISION DIVISION TOTAL
--------- ------------ --------
BALANCE AS OF JANUARY 1, 2002 $ 31,863 $520 $ 32,383
-------- ---- --------
Goodwill written off related to adoption of FAS 142 (31,863) - $(31,863)
-------- ---- --------
BALANCE AS OF MARCH 31, 2002 $ - $520 $ 520
======== ==== ========
ACQUIRED INTANGIBLE ASSETS
AS OF MARCH 31, 2002
---------------------------------
GROSS CARRYING ACCUMULATED
AMOUNT AMORTIZATION
--------------- --------------
(IN THOUSANDS)
AMORTIZED INTANGIBLE ASSETS: (1)
----------------------------
Proprietary technology $1,892 $ (695)
AGGREGATE AMORTIZATION EXPENSE:
For the quarter ended 3/31/02 $ 30
ESTIMATED AMORTIZATION EXPENSE:
For the year ended 12/31/02 $120
For the year ended 12/31/03 $120
For the year ended 12/31/04 $120
For the year ended 12/31/05 $120
For the year ended 12/31/06 $120
(1) Weighted average amortization period is 16 years.
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
2002 2001
----------- ----------
Goodwill amortization $ - $ (259)
--------- -------
Net Loss (18,088) (9,560)
Add back: Goodwill amortization,
net of tax - 168
--------- -------
Adjusted net loss $(18,088) $(9,392)
Basic loss per share $ (0.69) $ (0.36)
Add back: Goodwill amortization $ - $ -
Adjusted basic loss per share $ (0.69) $ (0.36)
Diluted loss per share $ (0.69) $ (0.36)
Add back: Goodwill amortization $ - $ -
Adjusted diluted loss per share $ (0.69) $ (0.36)
-9-
7. CONTINGENCIES
Environmental Matters
---------------------
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.
OSM 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 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
$732,000 to $1,872,000 over the next two years. Based on a best estimate, the
Company has accrued a liability of $1,159,000 as of March 31, 2002. The Company
has also recorded a $1,159,000 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 on 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 will become a signatory to the AOC. The
Company's budgeted assessment for costs associated with the RI/FS for 2002 is
approximately $200,000. As a best estimate of costs associated for the entire
RI/FS, the Company has accrued $720,000 as of March 31, 2002. The Company has
also recorded a $720,000 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 the 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.
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 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. The
Company filed a response to the suit on July 24, 2001, disputing many of the
suit's allegations, and trial is expected to be scheduled for late
-10-
2002 or early 2003. The Company believes it has factual and legal defenses to
the allegations and intends to defend the matter vigorously. Although the
Company believes it will prevail, it is not presently possible to estimate the
liability if there is ultimately an adverse determination.
The Company has received a letter from a private party asserting that
it may be a potentially responsible party under CERCLA for a site allegedly
contaminated in part from a commodity by-product that was sent by the Company to
a prior site owner. The Company denies any liability because the material was
not a waste, but rather was a useful product exempt from liability under CERCLA.
In addition, the Company understands that its by-product material was a very
small fraction of the total amount of material processed at the site. The
Company does not have any information on the nature of the contamination, the
estimated costs of remediation or how either relates to the material supplied by
the Company and consequently is unable to assess the likelihood or amount of
any potential liability.
RMSM DIVISION
In connection with the acquisition of the 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, 2002, the accrued
liability was $30.5 million, of which $27.4 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 first quarter of
2000. In March 2002, CF&I and CDPHE reached a settlement of the Action, which
has been approved by the presiding judge. The settlement 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 will also be required to
make certain capital improvements expected to cost approximately $20 million,
including converting to the new single New Source Performance Standards Subpart
AAa ("NSPS AAa") compliant furnace discussed below. The settlement provides that
the two existing furnaces will be permanently shut down 18 months after the
issuance of a Prevention of Significant Deterioration ("PSD") air permit. It is
expected the PSD air permit will be issued on or before September 30, 2002.
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 is prepared, however,
to voluntarily exceed the NSPS AA requirements at issue by converting to a new
single furnace that will meet NSPS AAa standards, which are stricter than NSPS
AA standards. Based on negotiations with the EPA, the Company believes it will
reach a resolution that will allow for a compliance schedule to accommodate the
conversion to the new single furnace. The Company expects that, to resolve the
EPA matter, it will be required to commit to the conversion to the new furnace
(to be completed approximately two years after permit approval and expect to
cost, with all related emission control improvements, approximately $20.0
million), and to pay approximately $450,000 in penalties and fund certain
supplemental 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.
In response to the CDPHE settlement and the resolution of the EPA
action, CF&I has accrued $3.0 million as of March 31, 2002 for possible fines
and non-capital related expenditures.
-11-
In December 2001, the State of Colorado issued a Title V air discharge
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 is part of the negotiations with the EPA. 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. On
July 6, 2001, the presiding judge dismissed the suit. The Union has appealed the
decision. The Company intends to defend this matter vigorously. 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 appeal.
Labor Dispute
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, 2002, approximately 696 Unreinstated Employees have
either returned to work or have declined CF&I's offer of equivalent work. At
March 31, 2002, approximately 234 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 234 unreinstated strikers as of March 31, 2002. On August 2, 2000,
CF&I filed an appeal with the NLRB in Washington, D.C. A separate hearing
concluded on 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
-12-
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 workers 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 & 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 earned elsewhere. On February 6, 2001, C&W filed a petition
for review of that award in the District Court for the District of Colorado, and
intends to pursue this matter through the appropriate United States appellate
court, if necessary. Given the inability to determine the number of former
employees who intend to return to work at C&W and the extent to which the
adverse and mitigating factors discussed above will impact the liability for
back pay and benefits, it is not presently possible to estimate the liability if
there is ultimately an adverse determination against C&W.
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 March 31,
2002, two of the six former employees have accepted a settlement from C&W. The
remaining four do not agree with the award amount from the court. The Company
does not believe an adverse determination against C&W would have a material
adverse effect on the Company's results of operations.
-13-
OREGON STEEL MILLS, INC.
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 Company is organized into two business units known as the Oregon Steel
Division and the Rocky Mountain Steel Mills ("RMSM") Division. The Oregon Steel
Division is centered on the Company's steel plate minimill in Portland, Oregon
("Portland Mill"). In addition to the Portland Mill, the Oregon Steel Division
includes the Company's large diameter pipe finishing facility in Napa,
California and the large diameter and electric resistance welded pipe facility
in Camrose, Alberta. The RMSM Division consists of the steelmaking and finishing
facilities of CF&I Steel, L.P. ("CF&I") located in Pueblo, Colorado, as well as
certain related operations.
The Company expects to ship approximately 1.9 million tons of product
during 2002. The Oregon Steel Division anticipates that it will ship more than
530,000 tons of welded pipe and approximately 480,000 tons of plate and coil
products during 2002. The increase in anticipated welded pipe shipments in 2002
over 2001 is due primarily to the Kern River Expansion Project, which will
require production of more than 370,000 tons. The Company expects that this
order will be completed and shipped by the end of 2002. The RMSM Division
anticipates that it will ship approximately 350,000 tons of rail, approximately
440,000 tons of rod and bar and approximately 56,000 tons of other products.
Accordingly, the Company believes it is well positioned for an upturn in the
steel cycle and expects revenue and cash flow growth in 2002.
-14-
Results of Operations
---------------------
The following table sets forth by division tonnage sold, sales and average
selling price per ton:
Three Months Ended March 31,
----------------------------
2002 2001
---------- ----------
Total tonnage sold:
Oregon Steel Division:
Plate and coil 116,200 150,300
Welded pipe 101,200 57,200
-------- --------
Total Oregon Steel Division 217,400 207,500
-------- --------
RMSM Division:
Rail 98,700 55,100
Rod and bar 110,900 106,100
Seamless pipe (1) 2,300 29,200
Semi-finished 100 2,700
-------- --------
Total RMSM Division 212,000 193,100
-------- --------
Total Company 429,400 400,600
======== ========
Product sales (in thousands): (2)
Oregon Steel Division $110,021 $ 94,374
RMSM Division 77,880 70,578
-------- --------
Total Company $187,901 $164,952
======== ========
Average selling price per ton: (2)
Oregon Steel Division $ 506 $ 455
RMSM Division $ 367 $ 366
Company Average $ 438 $ 412
(1) The Company suspended operation of the seamless pipe mill in November of
2001, operations of the mill resumed in April 2002.
(2) Product sales and average selling price per ton exclude freight revenues in
the three months ended March 31, 2002 and 2001, and the sale of electricity
in the three months ended March 31, 2001.
SALES. Consolidated sales for the first quarter of 2002 of $199.1 million
increased $19.4 million, or 10.8%, from sales of $179.7 million in the first
quarter of 2001. Included in the first quarter 2002 sales is $11.2 million in
freight revenue, compared to $12.6 million in the first quarter of 2001. The
Company did not have any sales of electricity in the first quarter of 2002,
compared to $2.1 million in the first quarter of 2001. Shipments were up 7.2% at
429,400 tons with an average selling price of $438 per ton for the first quarter
of 2002 compared to 400,600 tons with an average selling price of $412 per ton
for the first quarter of 2001. The increase in average selling prices was due
primarily by the shift of product mix to welded pipe and rail products. Freight
revenue decreased from the first quarter of 2001 in response to product mix and
customer preference on shipping.
OREGON STEEL DIVISION. The Division's product sales for the first quarter
of 2002 of $110.0 million increased 16.5% from sales of $94.4 million in the
first quarter of 2001. The Division shipped 217,400 tons of plate, coil and
welded pipe products at an average selling price of $506 per ton for the first
quarter of 2002, compared to 207,500 tons of product at an average selling price
of $455 per ton for the first quarter of 2001. The increase in both product
sales and average selling prices were in large part due to a greater mix of
higher priced welded pipe products attributable to the increased pipe orders at
the Napa Pipe Mill. The Company anticipates that the sale of welded pipe will
continue to account for a substantial portion of the Division's product sales
throughout 2002.
-15-
RMSM DIVISION. The Division's product sales for the first quarter of 2002
of $77.9 million increased 10.3% from sales of $70.6 million in the first
quarter of 2001. The Company shipped 212,000 tons of rail, rod and bar, seamless
pipe and semi-finished products at an average selling price of $367 per ton for
the first quarter of 2002, compared to 193,100 tons of product at an average
selling price of $366 per ton for the same quarter of 2001. The increase in
shipments is a result of an increase in rail and rod and bar product shipments,
partially offset by a decrease in seamless pipe and semi-finished shipments. The
relatively consistent average selling price is a result of the shift in product
mix from seamless pipe to the Company's rail and rod and bar products. Seamless
pipe products have the highest average selling prices of the Company's products;
however, increased average selling prices for rail and rod and bar products, as
compared to the same quarter in 2001, offset any decrease in average selling
price due to reduced seamless pipe sales.
GROSS PROFITS. Gross profit was $21.7 million, or 10.9%, for the first
quarter of 2002 compared to $7.5 million, or 4.2%, for the same quarter in 2001.
The increase of $14.2 million in gross profit was primarily related to the
increased sales of high-priced welded pipe and rail, as well as improved pricing
on rod and bar products, and offset in part by a decrease in electricity sales.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses ("SG&A") of $14.6 million for the first quarter of 2002 increased by
5.8%, from $13.8 million for the first quarter of 2001. The increase from the
first quarter of 2001 was primarily due to increased accruals for incentive pay
programs associated with higher profitability in the first quarter of 2002,
versus the first quarter of 2001. SG&A expenses decreased as a percentage of
total sales to 7.3% in the first quarter of 2002 from 7.7% in the first quarter
of 2001.
INTEREST EXPENSE. Total interest expense decreased $0.4 million, or 4.4%,
to $8.6 million in the first quarter of 2002, compared to $9.0 million in the
same period of 2001. The decrease was due to lower average borrowing levels
from the Company's credit facility in the first quarter of 2002.
INCOME TAX EXPENSE. The effective income tax benefit rate was 41.0% and
37.0% for the first quarter of 2002 and 2001, respectively. The effective income
tax rate for the first quarter of 2002 varied principally from the combined
state and federal statutory rate due to an increase in the valuation allowance
for state tax credit carry-forwards and non-deductible fines and penalties.
Liquidity and Capital Resources
-------------------------------
At March 31, 2002, the Company's liquidity, comprised of cash, cash
equivalents, and funds available under its revolving credit agreement ("Credit
Agreement"), totaled approximately $32.2 million, compared to $46.3 million at
December 31, 2001.
Cash flow provided by operations for the first quarter of 2002 was $4.7
million compared to $3.6 million for the first quarter of 2001. The items
primarily affecting the $1.1 million increase in cash flow include a non-cash
provision for deferred income taxes ($5.5 million), a greater increase in net
receivables in the first quarter of 2002 ($6.0 million versus $3.1 million), an
increase in inventories in the first quarter of 2002 of $4.6 million versus a
decrease in the first quarter of 2001 of $7.7 million, and a loss before the
cumulative effect of change in accounting principle of $121,000 in the first
quarter of 2002, versus a net loss of $9.6 million in the first quarter of 2001.
A non-cash transaction during the first quarter of 2002 relating to the
write-off of $31.9 million worth of goodwill resulted in a cumulative effect of
change in accounting principle of $18.0 million (net of a $11.3 million tax
effect and a $2.6 million minority interest impact).
Net working capital at March 31, 2002 increased $3.8 million compared to
December 31, 2001, reflecting a $2.5 million decrease in current assets and $6.3
million decrease in current liabilities. The decrease in current assets was
primarily due to decreased cash and other current assets ($10.0 million and $3.1
million, respectively). An offset to the decrease in current assets was a $6.0
million increase in net accounts receivable due to higher sales of welded pipe
toward the end of the quarter. The accounts receivable for the first quarter of
2002, as measured in average daily sales outstanding, decreased to 39 days, as
compared to 49 days for the corresponding period in 2001. This decrease is
attributed to a faster turnover of welded pipe receivables from customers paying
earlier in order to utilize cash discounts, and an increased effort on
collections of receivables. The decrease in current liabilities was due to
decreases in short-term debt and accounts payables ($13.3 million and $10.3
million, respectively). An offset to the decrease in current liability was a
$12.2 million increase in accrued expenses, primarily relating to $7.3 million
of accrued interest on the Company's First Mortgage Notes ("Notes") due 2003.
Accrued interest on the Notes is paid semi-annually, with the next payment in
June 2002.
-16-
The Company has outstanding $228.3 million principal amount of Notes,
which bear interest at 11%. The two subsidiaries of the Company, New CF&I, Inc.,
and CF&I, L.P. (the "Guarantors") guarantee the Notes. The 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 Notes were issued
contains restrictions on new indebtedness and various types of disbursements,
including dividends, based on the Company's net income in relation to its fixed
charges, as defined. Under these restrictions, there was no amount available for
cash dividends at March 31, 2002.
The Company maintains the Credit Agreement, which expires on September 30,
2002. The Guarantors guarantee the Credit Agreement. At March 31, 2002, the
amount available was the lesser of $85 million (which decreases to $75 million
on April 1, 2002) or the sum of the product of the Company's eligible domestic
accounts receivable and inventory balances and specified advance rates. The
Credit Agreement and guarantees are secured by these assets in addition to a
shared security interest in certain equity and intercompany interests of the
Company. Interest on the Credit Agreement is based on the prime rate plus a
margin of 1.75%. As of March 31, 2002, the average interest rate for the Credit
Agreement was 6.5%. The unused line fees are 0.38%. The Credit Agreement
contains various restrictive covenants including minimum consolidated tangible
net worth, minimum earnings before interest, taxes, depreciation and
amortization coverage ratio, maximum annual capital expenditures, limitations on
stockholder dividends and limitations on incurring new or additional debt
obligations other than provided by the Credit Agreement. The Company cannot pay
cash dividends without prior approval from the lenders. At March 31, 2002, the
outstanding balance on the Credit Agreement was approximately $48.3 million and
approximately $30.0 million was available under the Credit Agreement at that
time.
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, 2002, $6.7 million was restricted under outstanding
letters of credit.
CF&I incurred $67.5 million in term debt in 1993 as part of the purchase
price of certain assets, principally the Pueblo, Colorado steelmaking and
finishing facilities, from CF&I Steel Corporation. This debt is unsecured and is
payable over ten years, bearing interest at 9.5%. As of March 31, 2002, the
outstanding balance on the debt was $14.5 million, which was classified as
short-term.
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 2003. 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, 2002, the interest rate of this facility was
3.8%. Annual commitment fees are 0.25% of the unused portion of the credit line.
At March 31, 2002, the outstanding balance under the credit facility was
$104,000.
During the first quarter of 2002 the Company expended (exclusive of
capital interest) approximately $2.6 million and $1.7 million on capital
projects at the Oregon Steel Division and the RMSM Division, respectively.
Despite the unfavorable operating results for the first quarter of
2002, 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 expects that operations will continue, with the
realization of assets and discharge of liabilities in the ordinary course of
business. 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. The Credit Agreement expires on September 30, 2002
with available credit limits reducing from $85 million at March 31, 2002 to $75
million at April 1, 2002 through maturity. Although the Company believes it will
be able to replace the Credit Agreement on satisfactory terms, a replacement
credit agreement is subject to negotiation and the execution of definitive
documentation. If the Company is unable to replace the Credit Agreement, at
least in part, or if funds generated from operations and available borrowings
are not sufficient to meet the Company's needs for working capital and capital
expenditures, or if the Company's cash needs are greater than anticipated, the
Company will be required to seek alternative financing. These alternative
sources of financing may not be available if required or, if available, may not
be on terms satisfactory to the Company. If the Company is unable to obtain
alternative financing on satisfactory terms, it could have a material adverse
effect on the Company's business. In addition, the Notes are due in June 2003
and will need to be refinanced by their maturity date. The Company is in
discussions with
-17-
financial advisors to refinance the Notes in a private placement of notes exempt
from registration under the Securities Act of 1933 pursuant to Rule 144A
thereunder, possibly during the second or third quarter of 2002.
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. See
Note 7 to Consolidated Financial Statements, "Contingencies" for a description
of those matters. Any costs or liabilities in excess of those expected by the
Company could have a material adverse effect on the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes.
-18-
OREGON STEEL MILLS, INC.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 7 to Consolidated Financial Statements, "Contingencies," for
discussion of (a) the environmental investigation agreement entered into with
the DEQ, (b) the PRP notification received from the EPA, (c) the lawsuits
initiated by the Union alleging violations of the CAA, and (d) the negotiations
with CDPHE and EPA regarding environmental issues at RMSM.
See Note 7 to Consolidated Financial Statements, "Contingencies," for 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 April 25, 2002. The
stockholders elected Messrs. Harry L. Demorest, Stephen P. Reynolds, and William
Swindells as Class B directors, to serve until April 2005. All Class A and Class
C directors continued in office after the meeting. Messrs. Demorest, Reynolds,
and Swindells were elected by a vote of 25,678,923 shares, 25,672,807 shares,
and 25,672,668 shares, respectively, and 99,757 shares, 105,873 shares, and
106,012 shares, respectively, withheld authority to vote.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Form of Indemnification Agreement between the Company
and its executive officers.
99.1 2002 Non-Employee Director Stock Option Plan.
(Filed as exhibit 99.1 to the Company's Registration
Statement on Form S-8 (see Reg. No. 333-86980) and
incorporated by reference herein.)
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed by the
Registrant during the quarter ended March 31, 2002.
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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: May 14, 2002 /s/ Jeff S. Stewart
--------------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)
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