UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
----------------------
or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to _________________
Commission File Number: 333-56217
ISG Resources, Inc.
(Exact name of registrant as specified in its charter)
Texas 74-2164490
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
136 East South Temple, Suite 1300, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
(801) 236-9700
(Registrant's telephone number, including area code)
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) [ X ] Yes [ ] No, 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. As of October 31,
1998 :
Classes of Common Stock Number of shares outstanding
Common Stock, $1 par value 100
<PAGE>
ISG Resources, Inc.
------------
INDEX TO FORM 10-Q/A
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) Page
Condensed Consolidated Balance Sheets --
September 30, 1998 and December 31, 1997 .......................... 1
-
Condensed Consolidated Statements of Operations --
Three months ended September 30, 1998 and 1997 and
Nine Months ended September 30, 1998 and 1997 ..................... 2
-
Condensed Consolidated Statements of Cash Flows --
Nine months ended September 30, 1998 and 1997 ..................... 4
-
Notes to Condensed Consolidated Financial Statements .............. 5
-
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ..................... 7
-
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ................................. 10
--
<PAGE>
<TABLE>
<CAPTION>
ISG Resources, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
September 30, December 31,
1998 1997
-----------------------------------------------
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents ............................ $ 747,828 $ 3,068,980
Accounts receivable:
Trade, net of allowance for doubtful accounts
of $218,390and $206,000, respectively ........... 23,769,732 9,167,788
Retainage ........................................ 831,984 517,695
Other ............................................ 31,926 318,271
Other current assets ................................. 857,968 540,833
----------- ------------
Total current assets .................................... 26,239,438 13,613,567
Property, plant and equipment, net of accumulated
depreciation of $3,384,650
and $453,516, respectively ............................ 24,117,568 15,248,719
Intangible assets, net .................................. 128,847,596 44,385,492
Other assets ............................................ 5,512,446 22,335
----------- ------------
Total assets ............................................ $184,717,048 $ 73,270,113
============ ============
Liabilities and shareholders' equity Current liabilities:
Accounts payable ..................................... $ 8,646,894 $ 1,806,678
Accrued payroll and related .......................... 3,345,253 1,693,953
Accrued interest ..................................... 4,312,552 627,704
Income taxes payable ................................. 1,909,482 528,742
Current portion of long-term debt and notes payable .. -- 29,000,000
Other current liabilities ............................ 2,341,533 1,604,879
---------- ------------
Total current liabilities ............................... 20,555,714 35,261,956
Long-term debt .......................................... 105,500,000 --
Deferred tax liability .................................. 27,911,414 12,437,297
Other liabilities ....................................... 2,419,377 306,098
Shareholders' equity:
Common stock, par value $1 per share;
100 shares authorized,
issued and outstanding ............................. 100 100
Additional paid-in capital ........................... 24,999,950 24,999,950
Retained earnings .................................... 3,330,493 264,712
----------- ------------
Total shareholders' equity .............................. 28,330,543 25,264,762
----------- ------------
Total liabilities and shareholders' equity .............. $184,717,048 $ 73,270,113
============ ============
See accompanying notes.
</TABLE>
<PAGE>
ISG Resources, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statement of Operations
Three Months Ended September 30,
------------------------
1998 1997
-------------------------
Revenues:
Product revenues ............................. $ 29,631,145 $ 8,893,610
Service revenues ............................. 10,657,757 8,884,821
----------- ------------
40,288,902 17,778,431
Costs and expenses:
Cost of product revenues, excluding depreciation 18,865,834 7,013,829
Cost of service revenues, excluding depreciation 7,463,023 6,892,752
Depreciation and amortization .................. 2,526,337 618,528
Selling, general and administrative expenses ... 4,832,517 814,832
------------ ------------
33,687,711 15,339,941
------------ ------------
Operating income ................................ 6,601,191 2,438,490
Interest income ................................. 46,482 --
Interest expense ................................ (2,866,840) (1,938,033)
Other income .................................... 842 --
----------- ------------
Income before income taxes ...................... 3,781,675 500,457
Income tax expense .............................. (1,564,922) (438,196)
============ ============
Net income ...................................... $ 2,216,753 $ 62,261
============= ============
See accompanying notes.
<PAGE>
ISG Resources, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statement of Operations
Nine Months Ended
September 30,
---------------------------
1998 1997
---------------------------
Revenues:
Product revenues ............................. $ 61,185,559 $ 23,543,844
Service revenues ............................. 25,182,606 25,247,576
------------ ------------
86,368,165 48,791,420
Costs and expenses:
Cost of product revenues, excluding depreciation 39,731,751 18,965,516
Cost of service revenues, excluding depreciation 18,853,424 19,750,828
Depreciation and amortization .................. 6,094,443 1,888,818
Selling, general and administrative expenses ... 9,662,437 3,480,072
------------ ------------
74,342,055 44,085,234
------------ ------------
Operating income ................................ 12,026,110 4,706,186
Interest income ................................. 138,692 --
Interest expense ................................ (6,341,291) (4,160,000)
Other income .................................... 3,563 --
----------- ------------
Income before income taxes ...................... 5,827,074 546,186
Income tax expense .............................. (2,761,293) (612,000)
----------- ------------
Net income ...................................... $ 3,065,781 $ (65,814)
============ ============
See accompanying notes
<PAGE>
<TABLE>
<CAPTION>
ISG Resources, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statement of Cash Flows
Nine Months Ended
September 30,
-----------------------------------
1998 1997
-----------------------------------
Operating activities
<S> <C> <C>
Net income ....................................... $ 3,065,781 $ (65,814)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization ............... 6,094,443 1,888,818
Amortization of debt issuance costs ......... 300,061 --
(Gain)loss on disposal of fixed assets ...... (5,989) 305,000
Deferred income taxes ....................... (1,407,724) 150,000
Changes in operating assets and liabilities: --
Receivables ............................. (10,159,498) (1,925,204)
Other current and non-current assets .... 876,869 (859,132)
Accounts payable and accrued expenses ... 8,689,730 373,719
Other current and non-current liabilities 1,859,304
----------- -------------
Net cash provided by operating activities ........ 9,312,977 (132,613)
Investing activities
Purchases of property, plant and equipment ....... (4,952,079) (657,673)
Proceeds on sale of property, plant and equipment 192,368 --
Acquisitions of businesses, net of cash acquired . (77,666,940) --
------------ -------------
Net cash used in investing activities ............ (82,607,407) (657,673)
Financing activities
Proceeds of long-term debt ....................... 142,500,000 --
Payments on notes payable and long-term debt ..... (66,000,000) --
Change in intercompany notes payable ............. -- (657,673)
Debt issuance costs incurred ..................... (5,526,722) --
------------- -------------
Net cash provided by financing activities ........ 70,973,278 (657,673)
Net decrease in cash and cash equivalents ........ (2,321,152) --
Cash and cash equivalents at beginning of period . 3,068,980 --
------------ -------------
Cash and cash equivalents at end of period ....... $ 747,828 $ --
============= =============
Cash paid for interest ........................... $ 812,522 $ 4,160,000
============= =============
Cash paid for income taxes ....................... $ 2,780,785 $ 462,000
============== =============
See accompanying notes.
</TABLE>
<PAGE>
ISG RESOURCES, INC.
NOTES TO UNAUDITED CONSENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows of ISG Resources, Inc. ("the "Company"),
formerly JTM Industries, Inc., for the respective periods presented. The results
of operations for an interim period are not necessarily indicative of the
results which may be expected for any other interim period or for the year as a
whole.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. The accompanying unaudited interim condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes in the Company's Registration
Statement on Form S-4, as amended, which was declared effective on September 4,
1998 (the "Registration Statement"). All inter-company accounts and transactions
have been eliminated in consolidation.
The consolidated balance sheet at December 31, 1997 was derived from audited
consolidated financial statements, but does not include all disclosures required
under generally accepted accounting principles.
2. Intangible Assets
Intangible assets consist of the following:
September 30, December 31,
1998 1997
--------------------- ---------------------
Goodwill .................... $ 62,761,541 $ 14,640,584
Contracts ................... 65,900,000 26,700,000
Patents ..................... 2,400,000 2,400,000
Assembled work force ........ 1,910,000 1,100,000
------------- -------------
132,971,541 44,840,584
Less accumulated amortization (4,123,945) (455,092)
============= =============
$ 128,847,596 $ 44,385,492
============= =============
Amortization is provided over the estimated period of benefit, using the
straight-line method, ranging from 8 to 25 years.
Contracts consist of long-term materials management contracts with power
producers and industrial clients, which, in general, require the Company to
dispose of or market to end-users materials created by coal combustion. Typical
contract terms are from five to fifteen years and provide for revenue based on
an established price per ton in the case of disposal and costs based on either
an established price per ton or a revenue sharing arrangement in the case of
marketing.
<PAGE>
3. Long-term Debt
Long-term debt consists of the following:
September 30, December 31,
1998 1997
------------ ---------------
10% Senior Subordinated Notes due 2008 $100,000,000 $ --
Secured Credit Facility .............. 5,500,000 --
============ ===============
$105,000,000 $ --
============ ===============
The Secured Credit Facility, provided by NationsBanc Montgomery Securities LLC
and Canadian Imperial Bank of Commerce, enables the Company to obtain revolving
secured loans from time to time to finance certain permitted acquisitions, to
repay existing indebtedness, to pay fees and expenses incurred in connection
with certain acquisitions and for working capital and general corporate
purposes. At the Company's option, the revolving secured loans may be maintained
as (a) Eurodollar Loans (as defined), which will bear interest at a rate equal
to the quotient obtained by dividing LIBOR (as defined) by one minus the reserve
requirement for such Eurodollar Loan, plus a margin ranging from 175 to 250
basis points or (b) Base Rate Loans (as defined), which will have an interest
rate equal to the higher of (i) the Bank of America prime rate and (ii) the
federal funds rate plus 0.5%, plus a margin ranging from 50 to 125 basis points.
The Company will also pay certain fees with respect to the Secured Credit
Facility. The Secured Credit Facility has a term of five and one-half years from
the date of initial funding, is guaranteed by ISG and existing and future
subsidiaries of the Company (the "Guarantors"), and is secured by a first
priority perfected security interest in all of the capital stock of the Company
and all of the capital stock of each of the Guarantors, as well as certain
present and future assets and properties of the Company and any domestic
subsidiaries. At September 30, 1998, $29,500,000 was unused and available under
the Secured Credit Facility.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of
operations should be read in conjunction with the Unaudited Condensed
Consolidated Financial Statements and Notes thereto included elsewhere herein.
General
During the nine months ended September 30, 1998, ISG Resources completed the
acquisition of Pozzolanic, PPA, the U.S. Ash Group and Fly Ash Products (the
"Acquisitions") resulting in the creation of the largest company managing coal
combustion products ("CCPs") in North America. Accordingly, the financial
condition and results of operations of the Company after the acquisitions is not
directly comparable to the historical financial condition or results of
operations.
ISG Resources' business is subject to a pattern of seasonal fluctuation. The
Company's need for working capital accelerates moderately during the middle of
the year, and, accordingly, total debt levels tend to peak in the second and
third quarters, falling off again in the fourth quarter of the year. Because the
Company's products are used as raw materials in other products, the amount of
revenue generated during the middle of the year generally depends upon a number
of factors, including the level of road and other construction using concrete,
weather conditions affecting the level of construction, general economic
conditions, and other factors beyond the Company's control.
Results of Operations
Three Months Ended September 30, 1998 compared to Three Months Ended September
30, 1997
Revenues. Revenues were $40.3 million in the third quarter of 1998, representing
an increase of $22.5 million or 126.4%, as compared to revenues of $17.8 million
in the third quarter of 1997. Product revenues increased to $29.6 million in the
third quarter of 1998 from $8.9 million in the third quarter of 1997,
representing an increase of $20.7 million or 232.6%. Service revenues increased
to $10.7 million in the third quarter of 1998 from $8.9 million in the third
quarter of 1997, representing a increase of $1.8 million or 20.2%. The increase
in product revenues is due primarily to the inclusion of revenues of the
Acquisitions since their respective dates of acquisition. The increase in
service revenues reflects the inclusion of revenues of the Acquisitions offset
by a decrease in the percentage of materials managed that were landfilled
instead of being marketed by the Company .
Cost of Product Revenues, Excluding Depreciation. Cost of product revenues,
excluding depreciation, was $18.9 million in the third quarter of 1998,
representing an increase of $11.9 million or 170.0% , as compared to cost of
product revenues, excluding depreciation, of $7.0 million in the third quarter
of 1997. This increase is due primarily to the inclusion of cost of revenues of
the Acquisitions since their respective dates of acquisition. As a percentage
product revenues, cost of product revenues excluding depreciation, decreased to
63.7% in the third quarter of 1998 from 78.9% in the third quarter of 1997. This
improvement in margin was primarily due to a change in product mix. During the
third quarter of 1997, substantial sales of low margin products were sold to the
Company's former parent. These sales were replaced with sales of higher margin
products to third parties in the third quarter of 1998, resulting in improved
margins.
Cost of Service Revenues, Excluding Depreciation. Cost of service revenues,
excluding depreciation was $7.5 million in the third quarter of 1998,
representing a increase of $0.6 million or 8.3%, as compared to cost of service
revenues, excluding depreciation, of $6.9 million in the third quarter of 1997.
This increase is due primarily to the increase in service revenues during the
same time period.
<PAGE>
Depreciation and Amortization. Depreciation and amortization was $2.5 million in
the third quarter of 1998, representing an increase of $1.9 million or 308.4%,
as compared to depreciation and amortization of $0.6 million in the third
quarter of 1997. This increase resulted primarily from the depreciation of fixed
assets and amortization of goodwill and identifiable intangible assets of the
Acquisitions and the increased goodwill resulting from the purchase of ISG
Resources by Industrial Services Group.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") were $4.8 million in the third quarter of 1998,
representing an increase of $4.0 million or 493.1%, as compared to SG&A expenses
of $0.8 million in the third quarter of 1997. This increase in SG&A expenses
reflects incremental SG&A costs resulting from the operation of the Acquisitions
and an increase in management incentive compensation. Management fees were
allocated to the Company by their former parent based upon their share of
consolidated revenue. The allocated charges may not have been indicative of
expenses the Company would have incurred if the former parent had not provided
these services.
Interest Expense. Interest expense increased to $2.9 million in the third
quarter of 1998 from $1.9 million in the third quarter of 1997, primarily as a
result of an increase in outstanding indebtedness.
Income Tax Expense. Income tax expense was $1.6 million in the third quarter of
1998, representing an increase of $1.2 million or 257.1%, as compared to income
tax expense of $0.4 in the third quarter of 1997. This increase reflects an
increase in taxable income in the third quarter of 1998 resulting from increased
sales.
Net Income. As a result of the factors discussed above, net income increased to
$2.2 million in the third quarter of 1998 from $0.1 million in the third quarter
of 1997.
Nine Months Ended September 30, 1998 compared to Nine Months Ended September 30,
1997
Revenues. Revenues were $86.4 million in the first nine months of 1998,
representing an increase of $37.6 million or 77.0%, as compared to revenues of
$48.8 million in the first nine months of 1997. Product revenues increased to
$61.2 million in the first nine months of 1998 from $23.5 million in the first
nine months of 1997, representing an increase of $37.7 million or 159.9%.
Service revenues remained constant at $25.2 million in the first nine months of
1998 and 1997. The increase in product revenues is due primarily to the
inclusion of revenues of the Acquisitions since their respective dates of
acquisition. Service revenues remained constant due the inclusion of revenues of
the Acquisitions offset by a decrease in the percentage of materials managed
that were landfilled instead of marketed by the Company.
Cost of Product Revenues, Excluding Depreciation. Cost of product revenues,
excluding depreciation was $39.7 million in the first nine months of 1998,
representing an increase of $20.8 million or 109.5%, as compared to cost of
product revenues, excluding depreciation, of $19.0 million in the first nine
months of 1997. This increase is due primarily to the inclusion of cost of
revenues of the Acquisitions since their respective dates of acquisition. As a
percentage of product revenues, cost of product revenues excluding depreciation,
decreased to 64.9% in the first nine months of 1998 from 80.5% in the first nine
months of 1997. This improvement in margins was primarily due to a change in
product mix. During the first nine months of 1997, substantial sales of low
margin product were sold to the Company's former parent. These sales were
replaced with sales of higher margin product to third parties in the first nine
months of 1998, resulting in improved margins.
Cost of Service Revenues, Excluding Depreciation. Cost of service revenues,
excluding depreciation was $18.9 million in the first nine months of 1998,
representing a decrease of $0.9 million or 4.5%, as compared to cost of service
revenues, excluding depreciation, of $19.8 million in the first nine months of
1997. As a percentage of service revenues, cost of service revenues, excluding
depreciation, remained fairly constant at 74.9% in the first nine months of 1998
as compared to 78.2% in the first nine months of 1997.
<PAGE>
Depreciation and Amortization. Depreciation and amortization was $6.1 million in
the first nine months of 1998, representing an increase of $4.2 million or
222.6%, as compared to depreciation and amortization of $1.9 million in the
first nine months of 1997. This increase resulted primarily from the
depreciation of fixed assets and amortization of goodwill and identifiable
intangible assets of the Acquisitions and the increased goodwill due to the
purchase of ISG Resources by Industrial Service Group.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") were $9.7 million in the first nine months of
1998, representing an increase of $6.2 million or 177.6%, as compared to SG&A
expenses of $3.5 million in the first nine months of 1997. This increase in SG&A
expenses reflects incremental SG&A costs resulting from the Acquisitions and an
increase in management incentive compensation. Management fees were allocated to
the Company by their former parent based upon their share of consolidated
revenue. The allocated charges may not have been indicative of expenses the
Company would have incurred if the former parent had not provided these
services.
Interest Expense. Interest expense increased to $6.3 million in the first nine
months of 1998 from $4.2 million in the first nine months of 1997, primarily as
a result of an increase in outstanding indebtedness.
Income Tax Expense. Income tax expense was $2.8 million in the first nine months
of 1998, representing an increase of $2.1 million or 351.2%, as compared to
income tax expense of $0.6 in the first nine months of 1997. This increase
reflects an increase in taxable income in the first nine months of 1998
resulting from increased sales.
Net Income (Loss). As a result of the factors discussed above, net income
increased to $3.1 million in the first nine months of 1998 from a net loss of
$0.1 million in the first nine months of 1997.
Liquidity and Capital Resources
The Company financed the Acquisitions through the issuance of $100.0 million of
10% Senior Subordinated Notes due 2008 and borrowings on its Secured Credit
Facility. Operating and capital expenditures have been financed primarily
through cash flows from operations and borrowings under the Secured Credit
Facility.
At September 30, 1998, the Company had $747,828 in cash and cash equivalents and
$29.5 million in availability under the Secured Credit Facility. In addition,
the Company had working capital of approximately $5.7 million, an increase of
$27.3 million from December 31, 1997, resulting primarily from the payment of a
$29.0 million bridge note with the proceeds of the Senior Subordinated Notes.
The Company intends to make capital expenditures over the next several years
principally to construct storage, loading and processing facilities for CCPs and
to replace existing capital equipment. During the nine months ended September
30, 1998, capital expenditures amounted to approximately $5.0 million. The
Company anticipates total capital expenditures for 1998 to be approximately $10
million. As of September 30, 1998, the Company had commitments for capital
expenditures of approximately $3.5 million. Capital expenditures made in the
ordinary course of business will be funded by cash flow from operations and
borrowings under the Secured Credit Facility.
The Company anticipates that its principal use of cash will be for working
capital requirements, debt service requirements and capital expenditures. Based
upon current and anticipated levels of operations, the Company believes that its
cash flow from operations, together with amounts available under the Secured
Credit Facility, will be adequate to meet its anticipated requirements for
working capital, capital expenditures and interest payments for the next several
years. There can be no assurance, however, that cash flow from operations will
be sufficient to service the Company's debt and the Company may be required to
refinance all or a portion of its existing debt or to obtain additional
financing. These increased borrowings may result in higher interest payments.
There can be no assurance that any such refinancing would be possible or that
any additional financing could be obtained. The inability to obtain additional
financing could have a material adverse effect on the Company.
<PAGE>
Year 2000 Date Conversion
In general, the Year 2000 issue relates to computers and other systems
being unable to distinguish between the years 1900 and 2000 because they use two
digits, rather than four, to define the applicable year. Systems that fail to
properly recognize such information will likely generate erroneous data or cause
a system to fail possibly resulting in a disruption of operations. The Company's
products do not incorporate such date coding so the Company's efforts to address
the Year 2000 issue fall in the following three areas: (i) the Company's
information technology ("IT") systems; (ii) the Company's non-IT systems (i.e.,
machinery, equipment and devices which utilize technology which is "built in"
such as embedded microcontrollers); and (iii) third-party customers.
The Company is currently working to resolve the potential impact of the
Year 2000 issue on the processing of date-sensitive data by the Company's
computerized information systems. Specifically, the Company has commenced
installation of new accounting and financial software and anticipates that this
process will be complete by the end of April, 1999. The Company is also
acquiring and installing Year 2000 compliant software upgrades in all scales
used in its operations. The Company is analyzing all other IT and non-IT systems
to determine if any other modifications or upgrades are necessary to be Year
2000 compliant. The amount charged to expense during the three and nine months
ended September 30, 1998, as well as the amounts anticipated to be charged to
expense related to the Year 2000 computer modifications, have not been and are
not expected to be material to the Company's financial position, results of
operations or cash flows.
The Company is also evaluating and taking steps to resolve Year 2000
compliance issues that may be created by suppliers, suppliers and financial
institutions with whom the Company does business. Because many of the Company's
suppliers are in the heavily regulated utility arena, the Company does not
expect these suppliers to experience problems. The Company is examining
customers and may send out confirmation letters of Year 2000 compliance if the
Company determines such action is necessary. The Company cannot guarantee that
the systems of other entities will be converted on a timely basis.
The foregoing statements are based upon management's current assumptions.
<PAGE>
ISG Resources, Inc.
-------------
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
Under the terms of the Registration Statement, the Company offered to
exchange an aggregate of $100 million of its 10% Senior Subordinated Notes due
2008, which were registered, in exchange for $100 million of its 10% Senior
Subordinated Notes due 2008, which were not registered. The terms of the
Registration Statement are incorporated herein by reference. All of the notes
were exchanged.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Item Exhibit
No. Item Title No.
(2) Plan of acquisition, reorganization,
arrangement, liquidation or succession:
Not Applicable
(3) Articles of Incorporation and By-Laws:
Not Applicable
(4) Instruments defining the rights of
security holders, including indentures:
Not Applicable
(10) Material Contracts: Not Applicable
(11) Statement regarding computation of per
share earnings is not required because
the relevant computations can be clearly
determined from the material contained
in the Financial Statements included
herein.
(15) Letter re unaudited interim financial
information: Not Applicable
(18) Letter re change in accounting
principles: Not Applicable
(19) Report furnished to security holders:
Not Applicable
(22) Published report regarding matters
submitted to vote of security holders:
Not Applicable
(23) Consents of expert and counsel: Not
Applicable
(24) Power of attorney: Not Applicable
(27) Financial Data Schedule 27
(99) Additional Exhibits: Not Applicable
(b) Reports on Form 8-K
No Reports on Form 8-K were filed by Registrant during the
three months ended September 30, 1998.
<PAGE>
SIGNATURES
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.
Date: January 28, 1999 ISG RESOURCES, INC.
/s/J.I. Everest
-----------------
J. I. Everest, II
Chief Financial Officer and Treasurer
(As both a duly authorized officer
of the Company and as principal
financial officer of the Company)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001063018
<NAME> ISG, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1.000
<CASH> 747,828
<SECURITIES> 0
<RECEIVABLES> 23,769,732
<ALLOWANCES> 218,390
<INVENTORY> 0
<CURRENT-ASSETS> 26,239,438
<PP&E> 24,117,568
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0
0
<COMMON> 100
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<CGS> 39,731,751
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</TABLE>
