<PAGE>
1994
THIRD QUARTER
F O R M 1 0 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-983
NATIONAL STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 25-0687210
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4100 Edison Lakes Parkway, Mishawaka, IN 46545-3440
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): 219-273-7000
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
_____ _____
The number of shares outstanding of the Registrant's Common Stock $.01 par
value, as of September 30, 1994, was 36,376,156 shares.
<PAGE>
NATIONAL STEEL CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
----
Statements of Consolidated Income -
Three Months Ended September 30, 1994 and 1993 3
Statements of Consolidated Income -
Nine Months Ended September 30, 1994 and 1993 4
Consolidated Balance Sheets -
September 30, 1994 and December 31, 1993 5
Statements of Consolidated Cash Flows -
Nine Months Ended September 30, 1994 and 1993 6
Statements of Changes in Consolidated
Stockholders' Equity and Redeemable
Preferred Stock-Series B -
Nine Months Ended September 30, 1994 and
Year Ended December 31, 1993 7
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II. OTHER INFORMATION
Legal Proceedings 15
Exhibits and Reports on Form 8-K 18
Signatures 19
2
<PAGE>
PART I. - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
NATIONAL STEEL CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(In Thousands of Dollars, Except Per Share Amounts)
(Unaudited)
THREE MONTHS
ENDED SEPTEMBER 30,
1994 1993
-------- --------
<S> <C> <C>
NET SALES $683,546 $623,272
Cost of products sold 592,964 574,048
Selling, general and administrative 33,932 35,696
Depreciation, depletion and amortization 34,569 34,169
Equity (income) loss of affiliates 370 (418)
Unusual charge (credit) (59,101) 3,294
-------- --------
INCOME (LOSS) FROM OPERATIONS 80,812 (23,517)
Financing costs
Interest and other financial income (1,064) (517)
Interest and other financial expense 15,137 16,051
-------- --------
14,073 15,534
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES 66,739 (39,051)
Income tax provision (credit) 4,256 (6,572)
-------- --------
NET INCOME (LOSS) 62,483 (32,479)
Less: preferred stock dividends (2,740) (2,755)
-------- --------
Net income (loss) applicable to common stock $ 59,743 $(35,234)
======== ========
PER SHARE DATA APPLICABLE TO COMMON STOCK:
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK $ 1.64 $ (.97)
======== ========
Weighted average shares outstanding (in thousands) 36,370 36,361
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
NATIONAL STEEL CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(In Thousands of Dollars, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
1994 1993 (RESTATED)
---------- ---------------
<S> <C> <C>
NET SALES $1,956,966 $1,833,354
Cost of products sold 1,738,542 1,700,418
Selling, general and administrative 101,490 102,975
Depreciation, depletion and amortization 104,259 102,229
Equity (income) loss of affiliates 384 (1,336)
Unusual charges (credits) (170,073) 3,294
---------- ----------
INCOME (LOSS) FROM OPERATIONS 182,364 (74,226)
Financing costs
Interest and other financial income (2,618) (1,489)
Interest and other financial expense 47,111 48,508
---------- ----------
44,493 47,019
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE 137,871 (121,245)
Income tax credit (3,464) (17,638)
---------- ----------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE 141,335 (103,607)
Cumulative effect of accounting change - (16,453)
---------- ----------
NET INCOME (LOSS) 141,335 (120,060)
Less: preferred stock dividends (8,220) (10,607)
---------- ----------
Net income (loss) applicable to common stock $ 133,115 $ (130,667)
========== ==========
PER SHARE DATA APPLICABLE TO COMMON STOCK:
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $ 3.66 $ (3.46)
Cumulative effect of accounting change - (.50)
---------- ----------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK $ 3.66 $ (3.96)
========== ==========
Weighted average shares outstanding (in thousands) 36,364 33,052
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
NATIONAL STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
SEPTEMBER 30, DECEMBER 31,
1994 1993
------------- ------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 92,419 $ 5,322
Receivables - net 280,308 224,709
Inventories:
Finished and semi-finished products 236,904 246,285
Raw materials and supplies 94,226 124,812
---------- ----------
331,130 371,097
---------- ----------
Total current assets 703,857 601,128
Investments in affiliated companies 57,383 58,278
Property, plant and equipment 3,387,630 3,296,792
Less: Allowances for depreciation,
depletion and amortization 1,981,138 1,898,055
---------- ----------
1,406,492 1,398,737
Other assets 257,200 246,057
---------- ----------
TOTAL ASSETS $2,424,932 $2,304,200
========== ==========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 205,641 $ 242,294
Accrued liabilities 301,028 303,981
Long term obligations and related party
indebtedness due within one year 35,588 28,257
---------- ----------
Total current liabilities 542,257 574,532
Long term obligations 379,321 344,096
Long term indebtedness to related parties 310,409 329,995
Other long term liabilities 802,752 797,585
Redeemable Preferred Stock - Series B 66,905 68,030
Stockholders' equity
Common Stock - par value $.01:
Class A - authorized 30,000,000 shares; issued
and outstanding 22,100,000 shares 221 221
Class B- authorized 65,000,000 shares; issued
and outstanding 14,276,156 shares 143 143
Preferred Stock - Series A 36,650 36,650
Additional paid-in-capital 360,525 360,314
Retained deficit (74,251) (207,366)
---------- ----------
Total stockholders' equity 323,288 189,962
---------- ----------
TOTAL LIABILITIES, REDEEMABLE PREFERRED
STOCK AND STOCKHOLDERS' EQUITY $2,424,932 $2,304,200
========== ==========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
NATIONAL STEEL CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
1994 1993 (RESTATED)
--------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 141,335 $(120,060)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation, depletion and amortization 104,259 102,229
Carrying charges related to facility sales
and plant closings 23,819 26,597
Unusual items (excluding pensions and OPEB) (19,847) --
Equity (income) loss of affiliates 384 (1,336)
Dividends from affiliates 900 900
Long term pension liability 8,630 (11,372)
Postretirement benefits (9,986) 46,004
Deferred income taxes (6,740) (17,700)
Cumulative effect of accounting change -- 16,453
Cash provided (used) by working capital items:
Receivables (55,599) (22,140)
Inventories 39,967 34,289
Accounts payable (36,653) (52,601)
Accrued liabilities (3,252) 21,340
Other 10,995 1,199
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 198,212 23,802
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (111,775) (111,932)
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES (111,775) (111,932)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options 211 --
Issuance of Class B Common Stock -- 141,432
Redemption of Series B Redeemable Preferred Stock -- (67,804)
Debt repayments (64,980) (26,086)
Borrowings 87,950 40,563
Payment of released Weirton benefit liabilities (13,475) (15,054)
Dividend payments on Preferred Stock-Series A (3,016) (3,014)
Dividend payments on Preferred Stock-Series B (87) (1,457)
Payment of unreleased Weirton liabilities and
their release in lieu of cash dividends on
Preferred Stock-Series B (5,943) (8,564)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 660 60,016
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 87,097 (28,114)
Cash and Cash Equivalents, Beginning of the Period 5,322 55,220
--------- ---------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 92,419 $ 27,106
========= =========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
<TABLE>
NATIONAL STEEL CORPORATION AND SUBSIDIARIES
STATEMENTS OF CHANGES IN CONSOLIDATED STOCKHOLDERS' EQUITY
AND REDEEMABLE PREFERRED STOCK - SERIES B
(In Thousands of Dollars, Except Share Amounts)
(Unaudited)
REDEEMABLE
COMMON COMMON PREFERRED ADDITIONAL RETAINED TOTAL PREFERRED
STOCK - STOCK - STOCK - PAID-IN- EARNINGS STOCKHOLDERS' STOCK -
SERIES A SERIES B SERIES A CAPITAL (DEFICIT) EQUITY SERIES B
-------- -------- ----------- ---------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1993 $255 $ - $36,650 $218,991 $ 70,795 $ 326,691 $137,802
Net loss (258,861) (258,861)
Redemption of Redeemable
Preferred Stock - Series B (67,804)
Amortization of excess of book
value over redemption value
of Redeemable Preferred Stock
- Series B 1,968 1,968 (1,968)
Cumulative dividends on Preferred
Stocks - Series A and B (15,332) (15,332)
Issuance of Common Stock -
Class B 109 141,323 141,432
Conversion of 3,400,000 shares
of NII Common Stock - Class A
to Common Stock - Class B (34) 34
Minimum pension liability (5,936) (5,936)
---- ---- ------- -------- --------- --------- --------
BALANCE AT DECEMBER 31, 1993 221 143 36,650 360,314 (207,366) 189,962 68,030
Net Income 141,335 141,335
Amortization of excess of book
value over redemption value
of Redeemable Preferred Stock
- Series B 1,125 1,125 (1,125)
Cumulative dividends on Preferred
Stocks - Series A and B (9,345) (9,345)
Exercise of stock options 211 211
---- ---- ------- -------- --------- --------- --------
BALANCE AT SEPTEMBER 30, 1994 $221 $143 $36,650 $360,525 $ (74,251) $ 323,288 $ 66,905
==== ==== ======= ======== ========= ========= ========
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
NATIONAL STEEL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1994 (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of National Steel Corporation and its
majority owned subsidiaries (the "Company") presented herein are unaudited.
However, in the opinion of management, such statements include all adjustments
necessary for a fair presentation of the results for the periods indicated. All
such adjustments made, except for the unusual items which are discussed in
Note 2, were of a normal recurring nature. The financial results presented for
the three and nine month periods ended September 30, 1994 are not necessarily
indicative of results of operations for the full year. The Annual Report of the
Company on Form 10-K for the year ended December 31, 1993 (the "1993 Form 10-K")
contains additional information and should be read in conjunction with this
report.
Financial information for the first nine months of 1993 has been retroactively
restated to reflect the implementation of Statement of Financial Accounting
Standards No. 112, "Employer's Accounting for Postemployment Benefits", which
the Company adopted during the fourth quarter of 1993.
Certain items in prior years have been reclassified to conform with current year
presentation.
NOTE 2 - UNUSUAL ITEMS
During the nine months ended September 30, 1994, the Company recorded unusual
gains aggregating $170.1 million relating to the receipt of proceeds of a
judgment in the Iron Ore Antitrust Litigation against the Bessemer & Lake Erie
Railroad (the "B&LE") and the decision to reopen National Steel Pellet Company
("NSPC"). (See Note 3 regarding the reopening of NSPC).
On January 24, 1994, the United States Supreme Court denied the B&LE's petition
to hear the appeal in the Iron Ore Antitrust Litigation, thus sustaining the
Company's judgment against the B&LE. On February 11, 1994, the Company received
$111.0 million, including interest, in satisfaction of this judgment, which was
recorded as an unusual gain in the first quarter of 1994. The Company utilized
a portion of the proceeds from this judgment to repurchase $25.2 million
aggregate principal amount of its outstanding 8.375% First Mortgage Bonds.
Pursuant to the terms of the 1993 labor agreement between the Company and the
United Steelworkers of America (the "USWA"), approximately $11 million of the
B&LE proceeds will be deposited into a Voluntary Employee Benefits Association
trust (the "VEBA Trust") established to fund the Company's retiree healthcare
obligation ("OPEB") with respect to USWA represented employees. The Company
expects to use the remaining proceeds for debt reduction, working capital and
general corporate purposes. The Company did not recognize any income taxes
associated with these proceeds, other than alternative minimum tax of $3.1
million, as regular federal income tax expense was offset by the utilization of
previously reserved tax assets.
NOTE 3 - TEMPORARY IDLING OF NATIONAL STEEL PELLET COMPANY
NSPC, a wholly-owned subsidiary of the Company, was temporarily idled in October
1993, following a strike by the USWA on August 1, 1993, and the subsequent
decision to satisfy the Company's iron ore pellet requirements from external
sources. At December 31, 1993, it was the previous management's intention to
externally satisfy its iron ore pellet requirements for a period in excess of
two years, which would have caused NSPC to remain idle for that period. The
Company determined that in accordance with Statement of Financial Accounting
Standards No. 5, "Accounting for Contingencies," a contingent liability of
$108.6 million related to the idle period had been incurred which was recorded
as an unusual charge during the fourth quarter of 1993. This charge was
primarily comprised of employee benefits such as pensions and OPEBs, along with
expenses relating to the idling of the facility.
8
<PAGE>
Effective June 1, 1994, the Company's Board of Directors appointed a new Chief
Operating Officer and President, a new Senior Vice President and Chief Financial
Officer and a new Vice President-Human Resources. Earlier in the year, new USWA
presidents were elected at both the international and local levels. In an
effort to reduce delivered iron ore pellet costs and improve pellet mix, as well
as to strengthen the cooperative partnership approach to labor relations, the
new members of senior management considered the feasibility of reopening the
NSPC facility. They determined that if a total reduction of $4 per gross ton in
delivered pellet costs from pre-strike costs could be achieved, NSPC could be
reopened on a cost effective basis. After a series of negotiations, a labor
agreement (the "NSPC Labor Agreement") was reached between the USWA and NSPC.
The NSPC Labor Agreement led to negotiations with other stakeholders such as
public utilities, transportation companies, property owners and suppliers and
resulted in the achievement of the requisite $4 per gross ton reduction in
delivered pellet costs and the reopening of the facility in August 1994.
The reopening of NSPC resulted in the restoration of $59.1 million of the 1993
unusual charge, or $49 million net of the applicable income tax effect, related
to the temporary idling. The adjustment was comprised primarily of employee
benefit related items. Additionally, start-up expenses and certain expenses
related to the NSPC Labor Agreement totaled approximately $6.5 million which
were charged to cost of products sold. Both of these adjustments were recorded
during the third quarter of 1994.
NOTE 4 - STOCK OPTIONS
A reconciliation of the Company's stock option activity for 1994 is as follows:
EXERCISE
NUMBER PRICE
OF OPTIONS (WEIGHTED AVERAGE)
---------- ------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Balance outstanding at January 1, 1994 584,168 $13.99
Granted 303,500 14.00
Exercised (15,056) 14.00
Forfeited (155,139)
--------
Balance outstanding at September 30, 1994 717,473 14.00
========
Exercisable at September 30, 1994 213,973
========
</TABLE>
Outstanding stock options did not enter into the determination of earnings per
share for 1994 as their dilutive effect was less than 3%.
NOTE 5 - RECEIVABLES PURCHASE AGREEMENT
Effective May 16, 1994, the Company entered into a Purchase and Sale Agreement
with National Steel Funding Corporation ("NSFC"), a newly created wholly-owned
subsidiary. Effective on that same date, NSFC entered into a Receivables
Purchase Agreement with a group of twelve banks. The total commitment of the
banks is $180 million, including up to $150 million in letters of credit. To
implement the arrangement, the Company sold substantially all of its accounts
receivable, and will sell additional receivables as they are generated, to NSFC.
NSFC will finance its ongoing purchase of receivables from a combination of cash
received from receivables already in the pool, short-term intercompany notes and
the cash proceeds derived from selling interests in the receivables to the
participating banks from time to time.
The Certificates of Participation sold to the banks by NSFC have been rated AAA
by Standard & Poor's Corporation, resulting in lower borrowing costs to the
Company. As of September 30, 1994, no funded participation interests had been
sold under the facility, although $89.0 million in letters of credit had been
issued. With respect to the pool of receivables at September 30, 1994, after
reduction for letters of credit outstanding, the amount eligible for sale was
$91.0 million. During the period May 16, 1994 through September 30, 1994, the
eligible amount ranged from $69.5 million to $91.0 million, after reduction for
the letters of credit outstanding. The banks' commitments are scheduled to
expire on May 16, 1997.
9
<PAGE>
The Company will continue to act as servicer of the assets sold into the program
and will continue to make billings and collections in the ordinary course of
business according to established practices.
The Company terminated its revolving secured credit facility, which included a
letter of credit facility, on May 16, 1994. On that same date, the Company also
terminated its subordinated loan agreement with a U.S. subsidiary of NKK
Corporation.
NOTE 6 - SUBSEQUENT EVENT
On October 12, 1994, the Company filed a Registration Statement on Form S-3
relating to a primary offering (the "Offering") of up to 6.9 million shares of
its Class B Common Stock, including 900,000 shares to cover the Underwriters'
over-allotment option. After completion of the Offering, NKK will hold
approximately 68.6% of the combined voting power of the Company's outstanding
common stock, assuming the Underwriters' over-allotment option is not exercised.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
COMPARISON OF THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 1994 AND 1993
Net Sales
- ---------
Net sales for the third quarter of 1994 increased 9.7% to $683.5 million
compared to $623.3 million for the same period in 1993. This increase is
attributable to an increase in shipments and realized selling prices, coupled
with a favorable shift in product mix to higher margin coated products from
lower margin secondary products. Steel shipments for the current period were
1,316,000 tons, a 4.1% increase compared to the 1,264,000 tons shipped during
the same 1993 period. Raw steel production totaled 1,311,000 tons, compared to
1,331,000 tons produced in the third quarter of 1993.
Cost of Products Sold
- ---------------------
The Company's cost of products sold as a percentage of net sales decreased from
92.1% in the third quarter of 1993 to 86.7% in the same 1994 period. In
addition to the factors discussed above, operating performance improvements such
as a reduction in manhours per net ton shipped, as well an upward trend in
yields, were among the more significant factors contributing to lower costs in
the third quarter. Cost of products sold was adversely impacted by
approximately $6 million during the quarter as a result of operating problems at
two of the Company's blast furnaces. However, the quarter benefited by
approximately $5 million as a result of postretirement benefit adjustments
pursuant to the receipt of the Company's recently completed actuarial
valuations.
Unusual Adjustment Related to National Steel Pellet Company
- -----------------------------------------------------------
See Note 3 to the financial statements regarding the reopening of NSPC and the
$59.1 unusual credit recorded during the third quarter of 1994.
Income Taxes
- ------------
During the third quarter of 1994, the Company recognized net deferred income tax
expense of $4.3 million, reducing the total net deferred tax asset to $87.3
million at September 30, 1994. Approximately $10 million of the charge reflects
the reversal of a portion of the tax benefit recorded in 1993 related to the
temporary idling of NSPC, which was offset by $5.7 million of tax credits
relating to the quarter.
Net Income
- ----------
During the third quarter of 1994, the Company achieved operating and net income,
exclusive of unusual items, of $21.7 million and $13.3 million, respectively.
This compares to operating and net losses of $20.2 million and $29.2 million,
net of unusual items, respectively, for the same 1993 period. Management
attributes this return to profitability to a number of actions aimed at reducing
product costs and improving product quality and delivery performance, along with
improvements in realized selling prices coupled with a strong domestic market
for flat rolled steel products.
11
<PAGE>
COMPARISON OF THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1994 AND 1993
Net Sales
- ---------
Net sales for the first nine months of 1994 totaled $2.0 billion, a 6.7%
increase when compared to 1993. This increase was attributable to both an
increase in realized selling prices, as well as an improvement in product mix
away from lower priced secondary products to higher priced prime products.
Steel shipments for the first nine months of 1994 were 3,824,000 tons, a slight
decrease from the 3,846,000 tons shipped during the corresponding 1993 period.
This slight decrease in volume was more than offset by the improvement in
product mix and selling prices. Raw steel production was 4,106,000 tons,
compared to 4,118,000 tons produced during the nine month period ended September
30, 1993.
Cost of Products Sold
- ---------------------
Cost of products sold as a percentage of net sales decreased from 92.7% in the
first nine months of 1993 to 88.8% for the corresponding 1994 period. This
decrease is primarily a result of improvements in realized selling prices,
product mix and performance yields, as well as a reduction in product costs.
Unusual Items
- -------------
See Notes 2 and 3 to the Financial Statements regarding unusual items recorded
during the nine month period ended September 30, 1994.
Income Taxes
- ------------
During the first nine months of 1994, the Company recognized income tax credits
of $16.6 million. These credits were offset by $3.1 million in alternative
minimum tax expense related to the receipt of the B&LE proceeds and a $10.0
million deferred tax charge reflecting the reversal of a portion of the tax
benefit recorded in 1993 related to the temporary idling of NSPC, resulting in a
net income tax credit of $3.5 million for the nine months ended September 30,
1994.
OTHER
Change in Management
- --------------------
On June 1, 1994, the Board of Directors replaced certain members of the
Company's senior management for the purpose of improving operating performance
and achieving sustained profitability. V. John Goodwin, who has twenty seven
years of experience in the steel industry, was appointed President and Chief
Operating Officer and Robert M. Greer, who has thirty three years of steel
industry and related business experience, was appointed Senior Vice President
and Chief Financial Officer. Four other managers experienced in the areas of
quality control, primary steel production and finishing, and human resources
joined the remaining members of management. Mr. Goodwin and the other new
members of the Company's management are credited with substantially improving
operating performance and labor relations and reducing production costs in their
previous employment.
Reduction of Salaried Non-Represented Workforce
- -----------------------------------------------
Management is currently in the process of evaluating alternatives to improve the
competitive position of the Company. As a part of this analysis, management has
embarked upon a plan that will result in the reduction of the salaried non-
represented workforce. The results of this plan are expected to be finalized
late in the fourth quarter of 1994. Because the plan has not yet been completed
and certain employee benefit related costs are sensitive to the number of
affected employees, as well as their age and years of service, the Company is
presently unable to estimate the exact amount of the charge. However, based
upon currently available information, the Company estimates the charge to range
from $30.0 million to $40.0 million, based upon a 400 employee reduction.
Management expects to record this as an unusual charge during the fourth quarter
of 1994.
12
<PAGE>
LIQUIDITY AND SOURCES OF CAPITAL
- --------------------------------
The Company's liquidity needs arise primarily from capital investments, working
capital requirements and principal and interest payments on its indebtedness.
In addition to the Company's 1993 initial public offering of its Class B Common
Stock, the Company has satisfied these liquidity needs with funds provided by
long-term borrowings and cash provided by operations.
On January 24, 1994, the United States Supreme Court denied the B&LE's petition
to hear the appeal in the Iron Ore Antitrust Litigation, thus sustaining the
Company's judgment against the B&LE. On February 11, 1994, the Company received
approximately $111 million, including interest, in satisfaction of this
judgment.
Cash and cash equivalents totaled $92.4 million at September 30, 1994 as
compared to $5.3 million at December 31, 1993. This increase is primarily the
result of the receipt of the payment of the B&LE judgment, net of certain uses
of the B&LE proceeds. The Company utilized a portion of the proceeds from this
judgment to repurchase $25.2 million aggregate principal amount of the Company's
outstanding 8.375% First Mortgage Bonds on March 31, 1994 and will contribute
approximately $11 million to a Voluntary Employee Benefit Trust established to
pre-fund a portion of the Company's retiree health care obligations. The
Company will use remaining B&LE proceeds for further debt reduction, working
capital and general corporate purposes.
Cash Flows from Operating Activities
For the nine months ended September 30, 1994, cash provided from operating
activities increased by $174.4 million compared to the same 1993 period. This
increase was primarily attributable to the receipt of $111.0 million of proceeds
from the B&LE judgment along with an improvement in net income (See Results of
Operations). The impact of working capital items reduced cash flows by $84.7
million for the nine month period. Decreases in accounts payable and accrued
liabilities had the most significant negative effect, due primarily to the
timing of cash disbursement clearings. Additionally, an increase in accounts
receivable had a negative cash flow impact due to higher shipments during the
third quarter when compared to the previous fourth quarter. A reduction in the
Company's inventories had a lesser cash flow effect, and helped to partially
offset the aforementioned changes.
Cash Flows from Investing Activities
Capital investments for the first nine months of 1994 and 1993 amounted to
$111.8 million and $111.9 million, respectively. The 1994 spending is largely
attributable to the completion of a pickle line servicing the Great Lakes
Division (the "Pickle Line"), which was financed under a turnkey contract and
did not become the property of the Company until completion and acceptance of
the facility during the first quarter of 1994. The 1993 spending was mainly
related to the rebuild of the No. 5 coke oven battery, also servicing the
Company's Great Lakes Division, and the relining of a blast furnace at the same
location. The Company plans to invest approximately $45.8 million during the
remainder of 1994 for capital expenditures to improve its plant and equipment.
Cash Flows from Financing Activities
Financing activities included borrowings for the first nine months of 1994 and
1993 of $88.0 million and $40.6 million, respectively, representing primarily
the commencement of the permanent financing for the Pickle Line and the
remaining financing commitment for the rebuild of the No. 5 coke oven battery at
the Great Lakes Division, respectively. This increase in borrowings was largely
offset by the repurchase of $25.2 million in aggregate principal amount of
8.375% First Mortgage Bonds and $14.0 million in aggregate principal amount of
Series 1985 River Rouge Pollution Control Bonds during the first nine months of
1994.
During 1993, the Company completed its initial public offering of Class B Common
Stock, which generated net proceeds of $141.4 million.
13
<PAGE>
Sources of Financing
The Company's available sources of liquidity consist of a new Receivables
Purchase Agreement with commitments of up to $180 million and $15 million in an
uncommitted, unsecured line of credit (the "Uncommitted Line of Credit"). On
September 30, 1994, there were no cash borrowings outstanding under the
Receivables Purchase Agreement and outstanding letters of credit under the new
agreement amounted to $89 million. On February 7, 1994, the Company borrowed
$20 million under various short term loan agreements, all of which was repaid on
February 17, 1994. Additionally, in February 1994, the Company borrowed a
maximum of $5 million under the Uncommitted Line of Credit which was repaid
later in the month.
On October 12, 1994, the Company filed a Registration Statement on Form S-3
relating to a primary offering (the "Offering") of up to 6.9 million shares of
its Class B Common Stock, including 900,000 shares to cover the Underwriters'
over-allotment option. After completion of the Offering, NKK will hold
approximately 68.6% of the combined voting power of the Company's outstanding
common stock, assuming the Underwriters' over-allotment option is not exercised.
Total debt and redeemable preferred stock as a percentage of total
capitalization decreased to 71% at September 30, 1994, as compared to 80.2% at
December 31, 1993, as the Company's net income of $141.3 million more than
offset the effect of the commencement of the permanent financing of the Pickle
Line.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Detroit Coke Corporation v. NKK Chemical USA, Inc. With reference to the matter
involving the claim of Detroit Coke Corporation ("Detroit Coke") that the
defendants supplied it with defective coal and coal blends which allegedly
caused damage to its coke making facility and environmental problems, previously
reported in the 1993 Form 10-K and the Form 10-Q for the quarter ended June 30,
1994 (the "second quarter Form 10-Q"), discovery has been completed and all
parties have filed pretrial statements. All defendants have filed Motions for
Summary Judgment. No decisions have been rendered as to any of these Motions.
This matter will not reach the trial stage before January 1995.
Donner-Hanna Coke Joint Venture. With respect to the matter previously
reported in the 1993 Form 10-K and first and second quarter Forms 10-Q,
involving Hanna Furnace Corporation ("Hanna") and the Donner-Hanna Coke Joint
Venture ("Donner-Hanna"), on July 8, 1994, the Pension Benefit Guaranty
Corporation ("PBGC") filed an application in the United States District Court
for the Western District of New York to terminate the Donner-Hanna's hourly
pension plan retroactively to July 1, 1991 and the salaried pension plan
retroactively to December 31, 1993. On August 17, 1994, the Court entered an
order terminating the Plans no later than the dates requested by the PBGC and
appointing the PBGC as statutory trustee of the Plans. Hanna has been granted
leave to intervene in this action and will seek to have the Plans terminated as
of an earlier date. There has been no funding in 1994 of either of the Plans.
Depending upon the date the Plans are deemed to have been terminated, Hanna's
liability is estimated to range from $12.3 million to $16.9 million. The Company
has accrued the maximum amount in the range.
Management believes that the final disposition of the Detroit Coke and
Donner-Hanna matters will not have a material adverse effect either individually
or in the aggregate, on the Company's Results of Operations or Cash Flows.
Environmental Matters
The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), and similar state superfund statutes generally
impose joint and several liability on present and former owners and operators,
transporters and generators for remediation of contaminated properties
regardless of fault. In addition to the inactive disposal site located at the
Great Lakes Division facility previously reported in the 1993 Form 10-K, the
Company and certain of its subsidiaries are involved as a potentially
responsible party ("PRP") at a number of off-site CERCLA or state superfund site
proceedings.
The following paragraphs provide updates on previously reported proceedings:
Port of Monroe. With reference to the matter involving the Port of Monroe site
located in Monroe, Michigan, previously described in the 1993 Form 10-K and the
first and second quarter Forms 10-Q, the consent decree embodying the terms of
the settlement of the Michigan Department of Natural Resources (the "MDNR") past
response cost claim has been finalized. The owners/operators of the site and
certain generator/transporter PRPs, of which the Company is one, have reached an
agreement regarding an interim allocation that will generate sufficient funds to
satisfy the PRPs' obligations under the consent decree. The Company's share
under this interim allocation is approximately $50,000, which amount has been
paid to the State. The owner/operator PRPs have advised the Company orally that
the overall cost of the remedy for this site is expected to be less than $10
million. However, the Company does not yet have sufficient information
regarding the nature and extent of contamination at the site and the nature and
extent of the wastes that the other PRPs have sent to the site to determine
whether the $10 million estimate is accurate. Based on currently available
information, the Company believes that its proportionate share of the ultimate
liability at this site will be no more than 10% of the total costs and has
accrued for this exposure.
15
<PAGE>
Hamtramck Site. With reference to the matter involving the Hamtramck, Michigan
site, previously described in the 1993 Form 10-K, a judicially-mandated
mediation took place in June 1994. The mediation panel issued a finding that
the Company had no liability in connection with this site. However, the
mediators' decision is non-binding. Counsel has advised the Company that
settlement negotiations are ongoing.
Rasmussen Site. With reference to the matter involving this disposal site
located in Livingston, Michigan, previously described in the 1993 Form 10-K, the
Company has made another installment payment under the participation agreement
among the PRPs. Of the Company's total share of $420,000, $126,000 has now been
paid. The full amount of such liability has been accrued by the Company.
Berlin & Farro Liquid Incineration Site. With reference to the matter involving
the Berlin & Farro site located in Swartz Creek, Michigan, previously reported
in the 1993 Form 10-K and the first quarter Form 10-Q, in July 1993, the Company
accepted the MDNR's "de minimis" buyout settlement offer of approximately
$1,500, which amount has since been paid.
Iron River (Dober Mine) Site. On July 15, 1994, the State of Michigan served
M.A. Hanna Company ("M.A. Hanna") with a complaint seeking response costs in the
amount of approximately $365,000, natural resource damages in the amount of
approximately $2 million and implementation of additional response activities
related to an alleged discharge to the Iron and Brule Rivers of acid mine
drainage. M.A. Hanna operated the Dober Mine pursuant to a management agreement
with the Company. M.A. Hanna has requested that the Company defend and
indemnify it and the Company has undertaken the defense against the State's
claim. The Company, however, has reserved the right to terminate such defense.
The Company filed on behalf of M.A. Hanna an answer to the complaint denying
liability at this site.
Martha C. Rose Chemicals Superfund Site. With reference to the Martha C. Rose
Chemicals Superfund site located in Holden, Missouri, previously reported in the
1993 Form 10-K, completion of construction of the remedy is now scheduled for
December 1994. To date, the PRP steering committee has raised approximately
$35 million from among the over 700 PRP's identified at this site to pay for
past removal actions, the remedial investigation and feasibility study and the
final remedial action. The remediation project manager for the PRP group has
advised that the final cost of the remedy will be less than $35 million.
Buck Mine Complex. With reference to the Buck Mine Complex site located in
Iron County, Michigan, previously reported in the 1993 Form 10-K, the Company
has received advice from an expert in acid mine water remediation who has been
involved with this and similar sites that the cost of the remedial investigation
and feasibility study and the remediation at this site will be in the range of
$250,000 to $400,000, which cost will be allocated among the parties ultimately
held responsible.
New Proceeding
Conservation Chemical Company. In a General Notice of Potential Liability
letter dated September 28, 1994, the Environmental Protection Agency (the "EPA")
advised that it has information that the Company's Midwest Division may be a PRP
with respect to the Conservation Chemical Company site located in Gary, Indiana.
The letter further advised that EPA plans to implement a removal action at the
site and has scheduled a meeting for November 10 to discuss the matter.
Attached to the General Notice Letter is a list of the PRPs which received the
letter. That list consists of 225 entities.
In 1987, the Company's Midwest Division was contacted by a group of fourteen
parties which had, pursuant to a Section 106 order from the EPA, performed an
emergency removal action at the site. Those parties requested that the other
entities which had allegedly sent material to the site, including the Company's
Midwest Division, pay for a portion of the costs which the fourteen parties had
incurred. Ultimately, the Company paid $15,000 to those parties in order to
resolve their claim without costly litigation. The information provided the
Company at the time indicated that the Company had sent 10,000 gallons of pickle
liquor to the site. Based upon that information, the Company is likely to be a
de minimis PRP at this site.
NII Sites
Lowry Landfill Site. With reference to the matter involving the Lowry Landfill
Site in Aurora, Colorado, previously reported in the 1993 Form 10-K and second
quarter Form 10-K, the Alumet Partnership is defending the action filed by the
City and County of Denver, Waste Management of Colorado, Inc. and Chemical Waste
Management, Inc. and has brought an action against the Company's insurance
carriers.
16
<PAGE>
Other
Great Lakes Division - Wayne County Air Pollution Control Department Proceeding.
With reference to the matters involving alleged violations of air pollution
regulations at the Company's Great Lakes Division, previously reported in the
1993 Form 10-K and the second quarter Form 10-Q, the Company and the Wayne
County Air Pollution Control Department (the "WCAPCD") have agreed to a
settlement whereby the Company will pay a $227,250 penalty and implement an
environmental credit program valued at $227,250. Settlement documentation is
being negotiated.
Great Lakes Division - 80 Inch Hot Strip Mill. With reference to this matter
involving certain outfalls located at the Company's Great Lakes Division
facility, previously reported in the 1993 Form 10-K and the first and second
quarter Forms 10-Q, all assessments previously issued by the U.S. Coast Guard
("USCG") have been settled and paid. The USCG has advised the Company that it
may assess two additional penalties totaling $18,000. The Company has proposed
settling these two additional potential matters for $5,000. Additionally, in
response to the MDNR's request, in August 1994, the Company submitted a proposed
plan for addressing oil discharges from the 80 inch hot strip mill. In the
event that the Company is unable to maintain compliance with the terms and
conditions of its NPDES permit through the implementation of the comprehensive
plan, it may have to install additional control systems that would cost
approximately $13 million.
Great Lakes Division - Coke Oven By-Products Plant. The coke oven by-products
plant at the Great Lakes Division currently discharges wastewater to the Detroit
Water and Sewerage Department ("DWSD") treatment facility pursuant to a permit.
The DWSD treats the Company's wastewater along with large volumes of wastewater
from other sources and discharges such treated wastewaters to the Detroit River.
The Company has appealed the total cyanide limit in the permit and has requested
that the DWSD issue to the Company a variance. The DWSD denied the Company's
request in April 1994, and the Company subsequently filed a timely petition for
reconsideration. The Company and the DWSD are currently involved in technical
discussions regarding the cyanide limit. In the event that the DWSD denies the
Company any relief, the Company likely will be required to install its own
treatment facility at an estimated cost of approximately $8 million.
In connection with certain of these proceedings, the Company has only commenced
investigation or otherwise does not have sufficient information to estimate its
potential liability, if any. Although the outcomes of the proceedings described
above or any fines or penalties that may be assessed in any such proceedings, to
the extent that they exceed any applicable reserves, could have a material
adverse effect on the Company's results of operations for the applicable period,
the Company has no reason to believe that any such outcomes, fines or penalties,
whether considered individually or in the aggregate, will have a material
adverse effect on the Company's financial position.
17
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following is an index of the exhibits included in this Report on
Form 10-Q:
27A Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the quarter ended
September 30, 1994.
18
<PAGE>
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.
NATIONAL STEEL CORPORATION
BY /s/Robert M. Greer
----------------------------------------------
Robert M. Greer, Senior Vice President and
Chief Financial Officer
BY /s/ Carl M. Apel
----------------------------------------------
Carl M. Apel, Corporate Controller, Accounting
and Assistant Secretary
Date: November 14, 1994
19
<PAGE>
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.
NATIONAL STEEL CORPORATION
BY ______________________________________________
Robert M. Greer, Senior Vice President and
Chief Financial Officer
BY ______________________________________________
Carl M. Apel, Corporate Controller, Accounting
and Assistant Secretary
Date: November 14, 1994
<PAGE>
NATIONAL STEEL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
EXHIBIT INDEX
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994
27-A Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 92,419
<SECURITIES> 0
<RECEIVABLES> 297,961
<ALLOWANCES> 17,653
<INVENTORY> 331,130
<CURRENT-ASSETS> 703,857
<PP&E> 3,387,630
<DEPRECIATION> 1,981,138
<TOTAL-ASSETS> 2,424,932
<CURRENT-LIABILITIES> 542,257
<BONDS> 689,730
<COMMON> 364
66,905
36,650
<OTHER-SE> 286,274
<TOTAL-LIABILITY-AND-EQUITY> 2,424,932
<SALES> 1,956,966
<TOTAL-REVENUES> 1,956,966
<CGS> 1,738,542
<TOTAL-COSTS> 1,738,542
<OTHER-EXPENSES> 36,060
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,493
<INCOME-PRETAX> 137,871
<INCOME-TAX> (3,464)
<INCOME-CONTINUING> 141,335
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 141,335
<EPS-PRIMARY> 3.66
<EPS-DILUTED> 3.66
</TABLE>
