<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 28, 2000 (April 26,
2000)
NATIONAL STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-983 25-0687210
(Commission File Number) (IRS Employer 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
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ITEM 5. OTHER EVENTS
National Steel Corporation issued a press release on April 26, 2000 announcing
first quarter 2000 results. A copy of this press release is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release dated April 26, 2000.
SIGNATURE
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 hereunto duly authorized.
NATIONAL STEEL CORPORATION
Date: April 28, 2000 By: /s/Glenn H. Gage
------------------
Glenn H. Gage
Senior Vice President and Chief Financial Officer
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Exhibit 99.1
[LETTERHEAD OF NATIONAL STEEL]
NEWS RELEASE
- ------------
Media Contact: Clarence J. Ehlers
(219) 273-7327
Analyst and Joseph A. Rainis
Investor Contact: (219) 273-7158
NATIONAL STEEL ANNOUNCES PROFIT FOR FIRST QUARTER 2000
Mishawaka, IN, April 26, 2000--National Steel Corporation (NYSE: NS) reported
net income of $5.3 million for the first quarter of 2000, equivalent to $0.13
per common share. Effective January 1, 2000, the Company changed its method of
accounting for planned non-capital construction and major repair and maintenance
costs to account for these costs in the period in which they are incurred;
previously, the annual amount of these costs were estimated and ratably
allocated throughout the year. This change in accounting method will have no
effect on full year results; however, this change did have the effect of
increasing net income by $3.9 million, or $0.09 per common share, for the first
quarter of 2000. The proforma net loss for the first quarter of 1999 was $18.2
million, or $0.44 per common share.
Operating income in the first quarter of 2000 totaled $13.5 million, an
improvement of $28.1 million from the proforma first quarter of 1999. The
increase reflected record shipment levels and strong cost reduction activities.
Net sales in the first quarter rose 22.8% from the first quarter of 1999 to
$807.8 million and shipments rose to a record 1.78 million tons. Raw steel
production also set a record in the quarter, increasing nearly 17% to 1.75
million net tons.
"During the first quarter we achieved strong operating performance due to our
focus on fully utilizing all of our production facilities," said Chairman and
Chief Executive Officer Yutaka Tanaka. "Record shipment levels and the benefits
of our continuing cost reduction programs enabled us to return to profitability.
Our order book remains very strong and we are encouraged by our recent success
in achieving price increases for our products," concluded the chief executive.
-more-
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Exhibit 99.1
FINANCIAL POSITION AND LIQUIDITY
Total liquidity from cash and available short-term borrowing facilities amounted
to $413 million at March 31, 2000. Capital expenditures in the first quarter of
2000 totaled $40 million, primarily related to the new coating line under
construction at the Great Lakes Operations which is scheduled to commence
operations by the end of the second quarter and a scheduled blast furnace reline
at the same location.
OTHER MATTERS
National Steel's safety and health performance continues to demonstrate
impressive results. After posting an impressive 45% improvement in 1999, total
safety performance improved an additional 25% in the first quarter of 2000.
Numerous records were established during the first quarter. In addition to
quarterly records set for shipments and raw steel production, the Company's
Great Lakes Operations set monthly records at the caster, hot strip mill,
pickler, tandem and temper mill facilities.
Earlier this year, it was announced that National Steel was rated Number 1 in
terms of overall customer satisfaction among U.S. and Canadian carbon sheet
steel producers for 1999. The annual survey of steel buyers is conducted by
Jacobson & Associates. The Company was also pleased to receive the Ford Silver
World Excellence Award for delivery and cost performance on March 27, 2000. This
is a global award and is given to the top worldwide suppliers in 50 different
commodities.
Last month the Company announced that it had selected e-STEEL as its e-Commerce
partner for the selling of steel products. National's strategic goal is to use
e-STEEL to transact an important percentage of its annual production within the
next two years.
-more-
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National Steel will be hosting a conference call to discuss first quarter
results on Thursday, April 27, 2000 at 2:00 p.m. EDT. Investors will have the
opportunity to listen to the conference call over the Internet at
http://videonewswire.com/NATIONAL/042700/ or you may go directly to our website
at www.nationalsteel.com. To listen to the live call, please go to the web site
at least fifteen minutes early to register, download and install any necessary
audio software.
All statements contained in this release, other than historical information, are
forward-looking statements. A variety of factors could cause business conditions
and the Company's actual results and experience to differ materially from those
expected by the Company or expressed in the Company's forward-looking
statements. Additional information concerning these factors is available in the
Company's most recent Form 10-K for the year ended December 31, 1999.
Headquartered in Mishawaka, Indiana, National Steel Corporation is one of the
nation's largest producers of carbon flat-rolled steel products, with annual
shipments of approximately six million tons. National Steel employs
approximately 9,200 employees. Visit National Steel's website at:
www.nationalsteel.com.
The Company's consolidated statements of income, condensed balance sheets and
statements of cash flows follow:
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Exhibit 99.1
NATIONAL STEEL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In millions, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1999
2000 Pro forma As reported
------ --------- -----------
<S> <C> <C> <C>
Net sales $ 807.8 $ 657.9 $ 657.9
Cost of products sold 718.4 600.5 606.7
Selling, general and administrative expense 38.0 39.6 39.6
Depreciation 37.8 32.7 32.7
Equity (income) loss of affiliates 0.1 (0.3) (0.3)
------- ------- -------
Income (loss) from operations 13.5 (14.6) (20.8)
Other (income) expense
Financing costs (net) 7.9 5.3 5.3
Net gain on disposal of non-core assets -- (0.6) (0.6)
------- ------- -------
7.9 4.7 4.7
------- ------- -------
Income (loss) before income taxes 5.6 (19.3) (25.5)
Income tax (credit) 0.3 (1.1) (1.4)
------- ------- -------
Net income (loss) $ 5.3 $ (18.2) $ (24.1)
======= ======= =======
Basic earnings per share:
Net income (loss) $ 0.13 $ (0.44) $ (0.58)
======= ======= =======
Weighted average shares outstanding (in thousands) 41,288 41,788 41,788
Diluted earnings per share:
Net income (loss) $ 0.13 $ (0.44) $ (0.58)
======= ======= =======
Weighted average shares outstanding (in thousands) 41,302 41,788 41,788
Dividends paid per common share outstanding $ 0.07 $ 0.07 $ 0.07
======= ======= =======
Operating Statistics (in thousands of tons):
Shipments 1,780 1,390 1,390
Production 1,751 1,502 1,502
</TABLE>
Change in Method of Accounting for Non-Capital Construction and Major Repair and
Maintenance Costs in Interim Periods
Effective January 1, 2000, the Company changed its method of accounting for non-
capital construction and major repair and maintenance costs in interim periods.
The effect of this change was to increase net income by $3.9 million or $0.09
per share (basic and diluted) for the three months ended March 31, 2000 and will
have no effect on the year ending December 31, 2000. The pro forma effects of
this change for the 1999 quarterly and annual periods are as follows:
<TABLE>
<CAPTION>
Quarter Ended
---------------------------------------------------------------------------------------
March 31, June 30, September 30, December 31,
1999 1999 1999 1999
---------------- ----------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Net loss as previously reported $(24.1) $ (4.6) $ (7.6) $ (6.8)
Effect of accounting change 5.9 (6.6) 2.1 (1.4)
---------------- ----------------- ------------------- ----------------
Pro forma net loss $(18.2) $(11.2) $ (5.5) $ (8.2)
================ ================= =================== ================
Basic and diluted earnings per share:
Net loss as previously reported $(0.58) $(0.11) $(0.18) $(0.17)
Effect of accounting change 0.14 (0.16) 0.05 (0.03)
------------------ ------------------- --------------------- -------------------
Pro forma net loss $(0.44) $(0.27) $(0.13) $(0.20)
================== =================== ===================== ===================
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31,
1999
-------------------
<S> <C>
Net loss as previously reported $(43.1)
Effect of accounting change --
-------------------
Pro forma net loss $(43.1)
===================
Basic and diluted earnings per share:
Net loss as previously reported $(1.04)
Effect of accounting change --
-------------------
Pro forma net loss $(1.04)
===================
</TABLE>
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Exhibit 99.1
NATIONAL STEEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In millions)
<TABLE>
March 31, December 31, March 31, December 31,
2000 1999 2000 1999
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
Assets Liabilities and
Stockholders'
Equity
Cash and cash $ 46.6 $ 58.4 Current liabilities $ 581.7 $ 597.9
equivalents
Receivables - net 372.7 322.8 Long-term debt 550.8 555.6
Inventories 485.1 519.7 Other long-term
Other 30.1 29.5 Liabilities 734.0 713.8
Deferred tax assets 28.2 28.2
------- ------- -------- --------
Total current assets 962.7 958.6 Total Liabilities 1,866.5 1,867.3
Property, plant and
equipment - net 1,445.9 1,446.4 Stockholders' Equity 835.6 833.2
Other assets 293.5 295.5
-------- -------- -------- --------
Total Liabilities
Total Assets $2,702.1 $2,700.5 and Equity $2,702.1 $2,700.5
======== ======== ======== ========
</TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
------------ ----------
<S> <C> <C>
Cash provided by (used in) operating
activities:
Net income (loss) $ 5.3 $(24.1)
Depreciation 37.8 32.7
Working capital items:
Investments -- (11.3)
Receivables (49.9) (32.9)
Inventories 34.6 14.2
Accounts payable & accrued liabilities 9.7 (5.8)
All other 2.5 (7.8)
------ ------
40.0 (35.0)
------ ------
Cash provided by (used in) investing
activities:
Purchases of property, plant
and equipment (net) (33.3) (41.6)
Acquisition of ProCoil -- (7.7)
Net proceeds from the sale of assets -- 0.6
------ ------
(33.3) (48.7)
------ ------
Cash provided by (used in) financing
activities:
Repayment of debt (15.6) (24.7)
Borrowings -- 298.2
Repurchase of common stock -- (7.9)
Common stock dividends (2.9) (2.9)
------ ------
(18.5) 262.7
------ ------
Increase (decrease) in cash
and cash equivalents (11.8) 179.0
Cash and cash equivalents at
the beginning of the period 58.4 137.9
------ ------
Cash and cash equivalents at
the end of the period $ 46.6 $316.9
====== ======
Noncash investing and financing activities:
Purchase of equipment through capital lease $ 6.5 --
====== ======
</TABLE>
