<PAGE> 1
THIRD QUARTER - 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
-----------
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended September 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from ________ to ________
-----------
Commission file number 1-11767
I.R.S. Employer Identification Number 36-3431962
RYERSON TULL, INC.
(a Delaware Corporation)
2621 West 15th Place
Chicago, Illinois 60608
Telephone: (773) 762-2121
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,277,127 shares of the
Company's Class A Common Stock and 34,000,000 shares of the Company's Class B
Common Stock (each $1.00 par value per share) were outstanding as of October
31, 1996.
<PAGE> 2
PART I. FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions (except per share data)
--------------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
------------------------ ------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $592.3 $590.7 $1,825.1 $1,874.7
------ ------ -------- --------
OPERATING COSTS AND EXPENSES
Cost of goods sold 521.6 518.0 1,594.1 1,629.0
Selling, general and
administrative expenses 38.7 38.6 118.6 117.6
Depreciation and amortization 5.7 5.5 16.8 16.5
------ ------ -------- --------
Total 566.0 562.1 1,729.5 1,763.1
------ ------ -------- --------
OPERATING PROFIT 26.3 28.6 95.6 111.6
General corporate expense,
net of income items 1.6 0.5 1.1 1.7
Interest and other expense on debt 6.4 0.6 8.0 2.0
------ ------ -------- --------
INCOME BEFORE INCOME TAXES 18.3 27.5 86.5 107.9
PROVISION FOR INCOME TAXES 6.9 10.6 33.8 42.5
------ ------ -------- --------
NET INCOME $11.4 $16.9 $52.7 $65.4
====== ====== ======== ========
PRIMARY EARNINGS PER SHARE
OF COMMON STOCK (Note 4) $0.29 $0.43 $1.34 $1.67
====== ====== ======== ========
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 627.0 558.1 1,900.4 1,779.1
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE> 3
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
----------------------
Nine Months Ended
September 30
----------------------
1996 1995
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 52.7 $ 65.4
------- -------
Adjustments to reconcile net income to net cash
provided from (used for) operating activities:
Depreciation and amortization 16.8 16.5
Deferred employee benefit cost 1.9 (13.6)
Deferred income taxes 0.2 3.7
Change in:Receivables (16.1) (47.3)
Inventories (47.2) (14.6)
Other assets (5.9) (1.0)
Accounts payable 10.1 10.2
Payables to related companies 10.9 2.3
Accrued liabilities (0.3) (1.3)
------- -------
Net adjustments (29.6) (45.1)
------- -------
Net cash provided from operating activities 23.1 20.3
------- -------
INVESTING ACTIVITIES
Capital expenditures (12.5) (10.8)
Investments in and advances to joint ventures, net (1.2) -
Proceeds from sales of assets 1.3 1.1
------- -------
Net cash used for investing activities (12.4) (9.7)
------- -------
FINANCING ACTIVITIES
Sale of Series A common stock 77.1 -
Long-term debt issued 243.8 -
Long-term debt retired (8.1) (4.5)
Dividends paid (445.9) -
Changes in notes receivable from related companies 68.8 19.0
------- -------
Net cash provided from (used for) financing activities (64.3) 14.5
------- -------
Net increase/(decrease) in cash and cash equivalents (53.6) 25.1
Cash and cash equivalents - beginning of year 53.6 2.5
------- -------
Cash and cash equivalents - end of period $ - $ 27.6
======= =======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest (net of amount capitalized) $ 1.9 $ 2.4
Income taxes, net 35.4 35.7
Non cash investing and financing activities:
Investments and advances increased by capital
contribution of Inland Steel Industries, Inc. 18.9 -
</TABLE>
See notes to consolidated financial statements
- 2 -
<PAGE> 4
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED BALANCE SHEET
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
-----------------------------------------------
ASSETS September 30, 1996 December 31, 1995
- ------ ------------------------ -------------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ - $ 53.6
Receivables 259.9 243.8
Inventories - principally at LIFO 310.0 262.8
Notes receivable from related company - 68.8
Deferred income taxes 13.2 15.6
------- --------
Total current assets 583.1 644.6
INVESTMENTS AND ADVANCES 20.1 -
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $484.4 $476.2
Less accumulated depreciation 239.5 244.9 226.5 249.7
------ ------
DEFERRED INCOME TAXES 34.6 23.5
PREPAID PENSION COSTS 2.4 27.3
EXCESS OF COST OVER NET ASSETS ACQUIRED 22.6 23.6
OTHER ASSETS 16.0 3.9
------- --------
Total Assets $ 923.7 $ 972.6
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $102.9 $92.8
Payables to related companies - trade and other 25.3 14.4
Accrued liabilities 32.2 32.5
Long-term debt due within one year 2.2 4.7
------- --------
Total current liabilities 162.6 144.4
LONG-TERM DEBT 263.3 18.9
DEFERRED EMPLOYEE BENEFITS AND OTHER 143.3 140.8
------- --------
Total liabilities 569.2 304.1
STOCKHOLDERS' EQUITY (Schedule A) 354.5 668.5
------- --------
Total Liabilities and Stockholders' Equity $ 923.7 $ 972.6
======= =======
</TABLE>
See notes to consolidated financial statements
- 3 -
<PAGE> 5
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
NOTE 1/FINANCIAL STATEMENTS
Results of operations for any interim period are not necessarily indicative of
results of any other periods or for the year. The financial statements as of
September 30, 1996 and for the three-month and nine-month periods ended
September 30, 1996 and 1995 are unaudited, but in the opinion of management
include all adjustments necessary for a fair presentation of results for such
periods. These financial statements should be read in conjunction with the
financial statements and related notes contained in the S-1 Registration
Statement filed with the Securities and Exchange Commission in June of 1996.
NOTE 2/RECAPITALIZATION
In the 1996 second quarter, Inland Steel Industries, Inc. ("Industries")
undertook a recapitalization that involved the Company. As part of the
recapitalization, the Company exchanged existing shares of Company common
stock, all of which were owned by Industries, for 34.0 million shares of
new-issue Series B common stock ($1.00 par value per share). The Company also
sold 5.2 million shares of new-issue Series A common stock ($1.00 par value per
share) in a public offering, the net proceeds of which approximated $77.1
million.
Prior to the issuance of the Series A common stock, the Company declared and
paid dividends of $445.9 million to Industries, of which $152.1 million was in
cash and $293.8 million was in the form of a note payable. Industries used
$63.2 million of the cash dividend to repay intercompany borrowing from the
Company and its subsidiaries. Of the $445.9 million of dividends paid, $198.3
million eliminated the retained earnings balance that existed at June 26, 1996,
while the remaining $247.6 million reduced capital in excess of par value.
In July 1996, the Company sold $150 million of 8-1/2% Notes due July 15, 2001
and $100 million of 9-1/8% Notes due July 15, 2006 in a public offering. The
net proceeds of the offering along with a portion of the Company's cash on hand
was used to pay the $293.8 million note balance due Industries.
Industries' recapitalization efforts also included the following during the
1996 second quarter:
Effective April 30, 1996, that portion of the Industries Pension Plan covering
the Company's current and former employees was separated and became the Ryerson
Tull Pension Plan, a new and separate plan sponsored by the Company. Due to
this separation, the Company's benefit obligation was remeasured using plan
data and actuarial assumptions as of April 30, 1996, including an increase in
the discount rate from 7.75 percent used previously to 8.0 percent. As a
result, the Company recognized a $25.4 million decrease in its prepaid pension
cost, a $16.5 million reduction in retained earnings and an $8.9 million
deferred tax asset increase.
Effective June 1, 1996, as the result of a capital contribution from Industries
to the Company, Inland Industries de Mexico and its 50 percent owned Ryerson de
Mexico joint venture became part of the Company. The contribution increased
both investments in joint ventures and capital in excess of par value by $18.9
million.
On June 28, 1996, the Company established a new four-year $250 million credit
facility at the parent company. The $200 million Ryerson facility and the $25
million Tull facility were concurrently terminated.
- 4 -
<PAGE> 6
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
NOTE 3/ RELATED PARTY TRANSACTIONS
The Company has agreed to procedures established by Industries for charging
Industries' administrative expenses to the operating companies owned by it.
Pursuant to these procedures, the Company was charged $5.2 million and $5.4
million by Industries for the first nine months of 1996 and 1995, respectively,
for the management, financial and legal services provided to the Company.
Prior to the recapitalization, procedures had been established to charge
interest on all intercompany loans within the Industries group of companies.
Such loans arose as part of a corporate-wide cash management program and bore
interest at the prime rate. In May, after all such intercompany loans were
repaid, the Company ceased participation in such programs and the Company's
cash is not and will no longer be held in Industries' accounts. The Company's
net intercompany interest income was $1.5 million and $2.6 million for the
first nine months of 1996 and 1995, respectively.
The Company sells to and purchases products from related companies at
prevailing market prices. These transactions are summarized as follows:
<TABLE>
<CAPTION>
Dollars in Millions
-------------------
Three Months Nine Months
Ended September 30 Ended September 30
-------------------- ---------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Product Sales $ 3.0 $ 3.2 $ 12.1 $ 11.2
Net Product Purchases 48.8 35.9 154.9 122.0
</TABLE>
NOTE 4/EARNINGS PER SHARE
Pro forma earnings per share presented for 1995 periods and the first nine
months of 1996 were based on 39,220,000 average shares outstanding. For the
third quarter of 1996, 39,262,845 shares, the actual average common shares
outstanding during the quarter, was used in the calculation of earnings per
share.
-5-
<PAGE> 7
ITEM 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS - Comparison of Third Quarter 1996 to Third Quarter 1995
------------------------------------------------------------------------------
The Company reported consolidated net income of $11.4 million, or
$.29 per common share in the 1996 third quarter, as compared with $16.9
million, or $.43 per common share pro forma, in the year-earlier period.
Lower quarter-to-quarter earnings resulted primarily from declining
selling prices which pressured margins, and from significantly higher
interest expenses and lower interest income resulting from the
recapitalization.
Consolidated net sales of $592.3 million were slightly above the
year-ago quarter. The effect of a 12 percent increase in volume from
558,100 tons to 627,000 tons,was almost entirely offset by an 11 percent
decrease in average selling price, from $1,058 to $945 per ton.
Operating costs increased from $562.1 million to $566.0 million. The
Company's operating costs consist of material purchases and operating
expenses. Gross profit margin, the difference between the selling price
and the material cost, declined to $215 per ton from $240 per ton a year
ago. Mitigating the erosion in gross margin, however, is the improvement
in operating expense control. On a per ton basis, operating expense
amounted to $173 in the third quarter of 1996, compared to $189 a year
ago.
Reflecting a narrower operating margin in a weaker market, operating
profit decreased to $26.3 million from $28.6 million in last year's third
quarter.
Comparison of First Nine Months of 1996 to First Nine Months of 1995
--------------------------------------------------------------------
For the first nine months of 1996, the Company reported net income of
$52.7 million, or $1.34 per common share on a pro forma basis, compared to
$1.67 per share pro forma for the same period a year ago.
Net sales of $1.83 billion were down 3 percent from the year-ago
level, resulting from a 9 percent decrease in price and a 6 percent
increase in volume.
Operating profit decreased 14 percent to $95.6 million in the first
nine months of 1996 from $111.6 million in the same period a year ago.
The decline is attributable entirely to lower gross profit margin, $223
per ton versus $246 per ton last year, partly offset by improving
operating expense performance, $173 per ton compared to $183 per ton a
year ago.
Liquidity and Financing
-----------------------
At September 30, 1996, the Company had no short-term borrowing.
In June 1996, the Company sold 5.2 million shares of new-issue Series
A common stock to unaffiliated parties. The net proceeds were
approximately $77.1 million. As Industries holds all of the 34.0 million
shares of Series B common stock, it continues to hold a majority interest
of the Company, representing approximately 87 percent of the economic
interest.
-6-
<PAGE> 8
Prior to the issuance of the Series A common stock, the Company
declared and paid dividends of $445.9 million to Industries, of which
$152.1 million was in cash and $293.8 million was in the form of a note
payable. Industries used $63.2 million of the cash dividend to repay
intercompany borrowing from the Company and its subsidiaries. Of the
$445.9 million of dividends paid, $198.3 million eliminated the retained
earnings balance that existed at June 26, 1996, while the remaining $247.6
million reduced capital in excess of par value.
In July 1996, the Company sold $250 million principal amount of
Notes, consisting of $150 million of 8-1/2% Notes due July 15, 2001 and
$100 million of 9-1/8% Notes due July 15, 2006 in a public offering. The
net proceeds of the offering, along with a portion of the cash on hand,
were used to pay the $293.8 million note balance due Industries and
consequently will not be available to the Company. Yearly interest
expense will therefore increase by approximately $23 million as a result
of this new debt.
In June 1996, the Company established a new four-year $250 million
credit facility at the parent company level. The $200 million Ryerson
facility and the $25 million Tull facility were concurrently terminated.
Restrictions contained in the Company's credit facility and the Notes
indenture prohibit the Company from declaring or paying cash dividends on
Company common stock under certain conditions. At September 30, 1996, up
to $40 million of common dividends could have been paid.
- 7 -
<PAGE> 9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGE IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
<TABLE>
<CAPTION>
NUMBER EXHIBIT
- ------ -------
<S> <C>
3.1 Restated Certificate of Incorporation of the Company (Filed as Exhibit
3.1 to the Company's Registration Statement on Form S-1 (File No.
333-3235), and incorporated by reference herein.)
3.2 By-Laws of the Company. (File as Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996 and incorporated
by reference herein.)
4.1 Indenture, dated as of July 1, 1996, between the Company and The Bank of
New York. (Filed as Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996 and incorporated by
reference herein.)
4.2 Specimen of 8 1/2% Note due July 15, 2001. (Filed as Exhibit 4.2 to the
Company's Quarterly report on Form 10-Q for the quarter ended June 30,
1996 and incorporated by reference herein.)
4.3 Specimen of 9 1/8% Note due July 15, 2006. (Filed as Exhibit 4.3 to the
Company's Quarterly report on Form 10-Q for the quarter ended June 30,
1996 and incorporated by reference herein.)
</TABLE>
-8-
<PAGE> 10
NUMBER EXHIBIT
- ------ -------
4.4 Rights Agreement between the Company and Harris Trust and Savings Bank,
as Rights Agent, dated as of June 10, 1996. (Filed as Exhibit 4.4 to
the Company's Quarterly report on Form 10-Q for the quarter ended
June 30, 1996 and incorporated by reference herein.)
4.5 Form of Class A Common Stock Certificate (Filed as Exhibit 4.5 to the
Company's Quarterly report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein.)
10.1 Assumption and Amendment Agreement dated July 24, 1996 by and among
Inland Steel Industries, Inc., Ryerson Tull, Inc. and Neil S. Novich.
(Filed as Exhibit 10.A to the Inland Steel Industries, Inc. Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, and
incorporated by reference herein.)
27 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the third quarter of 1996.
-9-
<PAGE> 11
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RYERSON TULL, INC.
By Lily L. May
------------------------------
Lily L. May
Controller and
Principal Accounting Officer
Date: November 11, 1996
-10-
<PAGE> 12
Part I -- Schedule A
--------------------
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned company of Inland Steel Industries, Inc.)
SUMMARY OF STOCKHOLDERS' EQUITY
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
-----------------------------------------------
September 30, 1996 December 31, 1995
---------------------- ---------------------
(unaudited)
STOCKHOLDERS' EQUITY
- --------------------
<S> <C> <C> <C> <C>
Series A common stock ($1 par value)
-5,277,127 shares issued and outstanding
as of September 30, 1996 $ 5.3 $ -
Series B common stock ($1 par value)
-34,000,000 shares issued and outstanding
as of September 30, 1996 34.0 -
Common stock ($1 par value)
-1 share issued and outstanding
as of December 31, 1995 - -
Capital in excess of par value (1) (2) 304.5 494.6
Retained earnings
Balance beginning of year $173.9 $85.4
Net income 52.7 88.5
Retained earnings impact of Pension Plan split (16.5) -
Dividends on common stock (2) (198.3) 11.8 - 173.9
------- -----
Unearned restricted stock award compensation (.6) -
Cumulative translation adjustment (.5) -
----- -----
Total Stockholders' Equity $354.5 $668.5
====== ======
</TABLE>
(1) Capital in excess of par was increased by $71.9 million due to the
issuance of Series A common stock and $18.9 million as a result of the
contribution of Inland Industries de Mexico to Ryerson Tull. It was decreased
by $34.0 million for the issuance of Series B common sstock as part of the
recapitalization of Ryerson Tull.
(2) Of the $445.9 million of dividends paid in the 1996 second quarter,
$198.3 million eliminated the balance in retained earnings at June 26, 1996
while the remaining $247.6 million reduced capital in excess of par.
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET, AND THE
SUMMARY OF STOCKHOLDER'S EQUITY CONTAINED IN THE QUARTERLY REPORT ON FORM 10-Q
TO WHICH THIS EXHIBIT IS ATTACHED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL SCHEDULES
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 266,100
<ALLOWANCES> 6,200
<INVENTORY> 310,000
<CURRENT-ASSETS> 583,100
<PP&E> 484,400
<DEPRECIATION> 239,500
<TOTAL-ASSETS> 923,700
<CURRENT-LIABILITIES> 162,600
<BONDS> 263,300
<COMMON> 39,300
0
0
<OTHER-SE> 315,200
<TOTAL-LIABILITY-AND-EQUITY> 923,700
<SALES> 1,825,100
<TOTAL-REVENUES> 1,825,100
<CGS> 1,609,900
<TOTAL-COSTS> 1,609,900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,000
<INCOME-PRETAX> 86,500
<INCOME-TAX> 33,800
<INCOME-CONTINUING> 52,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,700
<EPS-PRIMARY> 1.34
<EPS-DILUTED> 1.34
</TABLE>
