UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-9887
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OREGON STEEL MILLS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-0506370
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1000 S.W. Broadway, Suite 2200, Portland, Oregon 97205
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(Address of principal executive office) (Zip Code)
(503) 223-9228
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value 25,776,804
---------------------------- -------------------------------
Class Number of Shares Outstanding
(as of July 27, 2000)
<PAGE>
OREGON STEEL MILLS, INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 2000 (unaudited) and December 31, 1999...... 2
Consolidated Statements of Income (unaudited)
Three months and six months ended
June 30, 2000 and 1999............................... 3
Consolidated Statements of Cash Flows (unaudited)
Six months ended June 30, 2000 and 1999.............. 4
Notes to Consolidated Financial Statements
(unaudited) ......................................5 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..............8 - 11
Item 3. Quantitative and Qualitative Disclosures
about Market Risk....................................11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ......................................12
Item 6. Exhibits and Reports on Form 8-K........................12
<PAGE>
OREGON STEEL MILLS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31,
2000 1999
----------- ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 9,263 $ 9,270
Trade accounts receivable, net 68,266 62,547
Inventories 117,213 122,683
Deferred tax asset 9,239 9,245
Other 3,662 4,460
--------- ---------
Total current assets 207,643 208,205
--------- ---------
Property, plant and equipment:
Land and improvements 29,709 29,383
Buildings 50,313 50,426
Machinery and equipment 757,189 756,897
Construction in progress 19,601 18,817
--------- ---------
856,812 855,523
Accumulated depreciation (263,920) (247,528)
--------- ---------
592,892 607,995
--------- ---------
Costs in excess of net assets acquired, net 34,088 34,636
Other assets 26,219 26,418
--------- ---------
$ 860,842 $ 877,254
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 8,234 $ 7,861
Accounts payable 95,423 58,451
Accrued expenses 31,124 35,348
--------- ---------
Total current liabilities 134,781 101,660
Long-term debt 275,955 298,329
Deferred employee benefits 22,209 21,530
Environmental liability 32,577 32,645
Deferred income taxes 29,016 38,186
--------- ---------
494,538 492,350
--------- ---------
Minority interests 29,346 32,502
--------- ---------
Contingencies (Note 6)
STOCKHOLDERS'
EQUITY
Common stock 258 258
Additional paid-in capital 227,584 227,584
Retained earnings 116,152 130,958
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustment (7,036) (6,398)
--------- ---------
336,958 352,402
--------- ---------
$ 860,842 $ 877,254
========= =========
The accompanying notes are an integral part of the consolidated
financial statements.
-2-
<PAGE>
<TABLE>
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except tonnage and per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
----------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Sales $161,785 $189,318 $326,688 $428,973
-------- -------- -------- --------
Costs and expenses:
Cost of sales 147,087 162,149 308,589 360,467
Selling, general and administrative
expenses 13,824 14,151 26,436 28,181
Gain on sale of assets (460) -- (320) --
Settlement of litigation -- (5,703) -- (5,703)
Profit participation and other incentive
compensation 371 2,792 535 5,835
-------- -------- -------- --------
160,822 173,389 335,240 388,780
-------- -------- -------- --------
Operating income (loss) 963 15,929 (8,552) 40,193
-------- -------- -------- --------
Other income (expense):
Interest and dividend income 82 10 201 89
Interest expense, net (8,788) (8,869) (17,294) (18,482)
Minority interests (29) 979 418 (114)
Other, net 2,947 308 3,009 514
-------- -------- -------- --------
Income (loss) before income taxes (4,825) 8,357 (22,218) 22,200
Benefit (provision) for income taxes 1,817 (3,114) 8,443 (8,546)
-------- -------- -------- --------
Net income (loss) $ (3,008) $ 5,243 $(13,775) $ 13,654
======== ======== ======== ========
Basic and diluted net income (loss) per
share $(0.11) $.20 $(0.52) $.52
Dividends declared per common share $.02 $.14 $.04 $.28
Weighted average common shares and
common share equivalents outstanding 26,375 26,375 26,375 26,375
Tonnage sold 416,500 405,300 848,000 863,200
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
-3-
<PAGE>
<TABLE>
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<CAPTION>
Six Months Ended June 30,
-------------------------
2000 1999
------------ ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (13,775) $ 13,654
Adjustments to reconcile net income (loss) to net cash
Provided by operating activities:
Depreciation and amortization 21,594 21,611
Deferred income tax provision (9,164) 4,718
Loss (gain) on disposal of operating and non-operating
assets (2,573) 43
Other, net (486) (5)
Changes in operating assets and liabilities:
Trade accounts receivables (5,719) 14,154
Inventories 5,470 23,593
Operating liabilities 33,427 (24,936)
Other, net 797 (1,094)
--------- ---------
Net cash provided by operating activities 29,571 51,738
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (7,049) (7,917)
Proceeds from disposal of property and equipment 2,945 --
Other, net 800 (1,638)
--------- ---------
Net cash used by investing activities (3,304) (9,555)
--------- ---------
Cash flows from financing activities:
Borrowings from (repayments on) Canadian revolving
loan facility, net 743 (4,118)
Proceeds from long-term bank debt 124,280 219,700
Payments on long-term debt (140,139) (250,599)
Repurchase of bonds (6,750) --
Dividends paid (1,031) (7,218)
Minority portion of subsidiary's distribution (2,739) (5,265)
--------- ---------
Net cash used by financing activities (25,636) (47,500)
--------- ---------
Effects of foreign currency exchange rate changes on cash (638) 1,398
--------- ---------
Net decrease in cash and cash equivalents (7) (3,919)
Cash and cash equivalents at beginning of period 9,270 9,044
--------- ---------
Cash and cash equivalents at end of period $ 9,263 $ 5,125
========= =========
Supplemental disclosures of cash flow information:
Cash paid for:
Interest $ 16,832 $ 18,286
Income taxes $ 4,023 $ 3,443
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
-4-
<PAGE>
OREGON STEEL MILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
---------------------
The consolidated financial statements include the accounts of Oregon Steel
Mills, Inc. and its subsidiaries ("Company"), which include wholly-owned
Camrose Pipe Corporation ("CPC") which owns a 60 percent interest in
Camrose Pipe Company ("Camrose"), and 87 percent owned New CF&I, Inc. ("New
CF&I") which owns a 95.2 percent interest in CF&I Steel, L.P. ("CF&I"). The
Company also directly owns an additional 4.3 percent interest in CF&I. In
January 1998, CF&I assumed the trade name Rocky Mountain Steel Mills. All
significant intercompany balances and transactions have been eliminated.
The unaudited financial statements include all adjustments (consisting of
normal recurring accruals) which, in the opinion of management, are
necessary for a fair presentation of the interim periods. Results for an
interim period are not necessarily indicative of results for a full year.
Reference should be made to the Company's 1999 Annual Report on Form 10-K
for additional disclosures including a summary of significant accounting
policies.
2. Inventories
-----------
Inventories consist of:
June 30, December 31,
2000 1999
--------- ------------
(In thousands)
Raw materials $11,505 $14,383
Semifinished product 43,859 46,819
Finished product 35,040 35,536
Stores and operating supplies 26,809 25,945
-------- --------
Total inventory $117,213 $122,683
======== ========
3. Common Stock
------------
On July 27, 2000, the Board of Directors declared a quarterly cash dividend
of $.02 cents per share to be paid on August 31, 2000 to stockholders of
record as of August 18, 2000.
4. Net Income (Loss) per Share
---------------------------
Basic and diluted net income (loss) per share was as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
------- -------- ---------- -----------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Weighted average number of
common shares outstanding 25,777 25,777 25,777 25,777
Shares of common stock to be
issued March 2003 598 598 598 598
-------- -------- -------- --------
26,375 26,375 26,375 26,375
======== ======== ======== ========
Net income (loss) $ (3,008) $ 5,243 $(13,775) $ 13,654
======== ======== ======== ========
Basic and diluted net income
(loss) per share $ (0.11) $ .20 $ (0.52) $ .52
======== ======== ======== ========
</TABLE>
-5-
<PAGE>
5. Comprehensive Income (Loss)
---------------------------
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
--------- ------- --------- ---------
(In thousands) (In thousands)
<S> <C> <C> <C> <C>
Net income (loss) $(3,008) $5,243 $(13,775) $13,654
Foreign currency translation
adjustment (532) 823 (638) 1,398
------- ------ -------- -------
Comprehensive income (loss) $(3,540) $6,066 $(14,413) $15,052
======= ====== ======== =======
</TABLE>
6. Contingencies
-------------
ENVIRONMENTAL
All material environmental remediation liabilities, which are probable and
estimable, are recorded in the financial statements based on current
technologies and current environmental standards at the time of evaluation.
Adjustments are made when additional information is available that suggests
different remediation methods or periods may be required and affect the
total cost. The best estimate of the probable cost within a range is
recorded; however, if there is no best estimate, the low end of the range
is recorded and the range is disclosed.
PUEBLO MILL. In connection with the 1993 acquisition of CF&I, primarily the
steel mill at Pueblo, Colorado ("Pueblo Mill"), the Company accrued a
liability of $36.7 million for environmental remediation. The Company
believed this amount was the best estimate from a range of $23.1 million to
$43.6 million. The Company's estimate of this liability was based on two
separate remediation investigations conducted by independent environmental
engineering consultants. The liability includes costs for the Resource
Conservation and Recovery Act facility investigation, a corrective measures
study, remedial action, and operation and maintenance associated with the
proposed remedial actions. In October 1995, CF&I and the Colorado
Department of Public Health and Environment ("CDPHE") finalized a
postclosure permit for hazardous waste units at the Pueblo Mill. As part of
the postclosure permit requirements, CF&I must conduct a corrective action
program for the 82 solid waste management units at the facility and
continue to address projects on a prioritized corrective action schedule
which is substantially reflective of a straight-line rate of expenditure
over 30 years. The State of Colorado mandated that the schedule for
corrective action could be accelerated if new data indicated a greater
threat existed to the environment than was presently believed to exist. At
June 30, 2000, the accrued liability was $32.8 million, of which $30.9
million was classified as non-current in the consolidated balance sheet.
The CDPHE has inspected the Pueblo Mill for possible environmental
violations, and in the fourth quarter of 1999, issued a Compliance Advisory
indicating that air quality regulations had been violated. In the first
quarter of 2000, the CDPHE filed a judicial enforcement action, which
could result in the levying of significant fines and penalties,
requirements to alter its operating procedures, requirements to accelerate
or expand the capital expenditure program or a combination of any of the
above. It is not presently possible to estimate the ultimate liability as
a result of the action.
On April 27, 2000, the United Steel Workers of America ("Union") filed suit
in U.S. District Court in Denver asserting that the Company had violated
the Clean Air Act Amendments of 1990 at the Pueblo Mill for a period
extending over five years. The suit seeks to compel the Company to incur
significant capital improvements or alter its operating procedures so that
the Pueblo Mill would be in compliance with more stringent environmental
standards than the Company currently is operating under. The Company does
not believe as a matter of law that it has an obligation to meet these
standards. It is not presently possible to estimate the ultimate liability
in the event of an adverse finding.
PORTLAND MILL. In May 2000, the Company agreed to a request from the Oregon
Department of Environmental Quality to participate in an investigation
whether, and to what extent, past or present operations at the Company's
steel mill site located in Portland, Oregon might have affected sediment
quality in the Willamette River. It is not presently possible to estimate
the costs associated with this investigation.
-6-
<PAGE>
LABOR DISPUTE
The labor contract at CF&I expired on September 30, 1997. After a brief
contract extension intended to help facilitate a possible agreement, on
October 3, 1997 the Union initiated a strike at CF&I for approximately
1,000 bargaining unit employees. The parties failed to reach final
agreement on a new labor contract due to differences on economic issues. As
a result of contingency planning, the Company was able to avoid complete
suspension of operations at the Pueblo Mill by utilizing a combination of
permanent replacement workers, striking employees who returned to work,
contractors and salaried employees.
On December 30, 1997 the Union called off the strike and made an
unconditional offer to return to work. At the time of this offer, only a
few vacancies existed at the Pueblo Mill. As of the end of June 30, 2000,
181 former striking employees had returned to work as a result of their
unconditional offer. Approximately 620 former striking workers remain
unreinstated ("Unreinstated Employees").
On February 27, 1998 the Regional Director of the National Labor Relations
Board ("NLRB") Denver office issued a complaint against CF&I, alleging
violations of several provisions of the National Labor Relations Act
("NLRA"). The Company not only denies the allegations, but rather believes
that both the facts and the law fully support its contention that the
strike was economic in nature and that it was not obligated to displace the
properly hired permanent replacement employees. On August 17, 1998, a
hearing on these allegations commenced before an Administrative Law Judge
("Judge"). Testimony and other evidence were presented at various sessions
in the latter part of 1998 and early 1999, concluding on February 25, 1999.
On May 17, 2000, the Judge rendered a decision upholding certain
allegations against CF&I. On August 2, 2000, the Company filed an appeal
with the NLRB in Washington D.C. The ultimate determination of the issues
may require a ruling from the appropriate United States appellate court.
In the event there is an adverse determination of these issues,
Unreinstated Employees could be entitled to back pay, including benefits,
from the date of the Union's unconditional offer to return to work through
the date of the adverse determination. The number of Unreinstated Employees
entitled to back pay would probably be limited to the number of past and
present replacement workers; however, the Union might assert that all
Unreinstated Employees should be entitled to back pay. Back pay is
generally determined by the quarterly earnings of those working less
interim wages earned elsewhere by the Unreinstated Employees. In addition
to other considerations, each Unreinstated Employee has a duty to take
reasonable steps to mitigate the liability for back pay by seeking
employment elsewhere that has comparable working conditions and
compensation. Additionally, CF&I has filed a motion asserting that
Unreinstated Employees' rights to reinstatement should be invalidated due
to misconduct and violations of the NLRA perpetuated by the Union or on its
behalf. A separate hearing concluded in February, with a different Judge
rendering a decision on August 7, 2000 that certain of the Union's actions
undertaken since the beginning of the strike did constitute misconduct and
violations of certain provisions of the NLRA. It is not presently possible
to estimate the ultimate liability in the event of an adverse
determination.
During the strike by the Union at CF&I, 39 bargaining unit employees of the
Colorado & Wyoming Railway Company ("C&W"), a wholly-owned subsidiary of
New CF&I, Inc. that provides rail service to the Pueblo Mill, refused to
report to work for an extended period of time. The bargaining unit
employees of C&W were not on strike. C&W considered these employees to have
quit their employment and, accordingly, C&W declined to allow those
individuals to return to work. The unions representing these individuals
have filed lawsuits in the U.S. District Court of Colorado against C&W
claiming their members had refused to cross the picket line because they
were honoring the picket line of another organization or because of safety
concerns stemming from those picket lines. The unions demand reinstatement
of the former employees, back pay, benefits and other damages. The Company
believes it has substantial defenses against these claims. However, it is
possible that one or more of them will proceed to arbitration before the
National Railroad Adjustment Board or otherwise initiate further judicial
proceedings. The outcome of such proceedings is inherently uncertain and it
is not possible to estimate any potential settlement amount that would
result from an adverse legal or arbitration decision.
-7-
<PAGE>
OREGON STEEL MILLS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
-------
The following information contains forward-looking statements which are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to risks and
uncertainties and actual results could differ materially from those projected.
Such risks and uncertainties include, but are not limited to, general business
and economic conditions; competitive products and pricing, as well as
fluctuations in demand; the supply of imported steel and subsidies provided by
foreign governments to support steel companies domiciled in their countries;
potential equipment malfunction; work stoppages, plant construction and repair
delays, and failure of the Company to accurately predict the impact of lost
revenues associated with interruption of the Company's, its customers' or
suppliers' operations.
The Company is organized into two business units known as the Oregon Steel
Division and the Rocky Mountain Steel Mills ("RMSM") Division. The Oregon Steel
Division is centered on the Company's steel plate minimill in Portland, Oregon
("Portland Mill"). In addition to the Portland Mill, the Oregon Steel Division
includes the Company's large diameter pipe finishing facility in Napa,
California and the large diameter and electric resistance welded pipe facility
in Camrose, Alberta. The RMSM Division consists of the steelmaking and finishing
facilities of CF&I Steel, L.P. ("CF&I") located in Pueblo, Colorado, as well as
certain related operations.
Results of Operations
---------------------
The following table sets forth by division tonnage sold, sales and average
selling price per ton:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
----------- -------- --------- --------
<S> <C> <C> <C> <C>
Total tonnage sold:
Oregon Steel Division:
Plate and Coil 206,400 101,600 413,000 201,100
Welded Pipe 33,000 112,100 71,800 271,800
-------- -------- -------- --------
Total Oregon Steel Division 239,400 213,700 484,800 472,900
-------- -------- -------- --------
RMSM Division:
Rail 80,200 73,700 155,200 168,700
Rod and Bar 94,600 107,400 189,200 200,500
Seamless Pipe -- 7,600 -- 16,100
Semifinished 2,300 2,900 18,800 5,000
-------- -------- -------- --------
Total RMSM Division 177,100 191,600 363,200 390,300
-------- -------- -------- --------
Total Company 416,500 405,300 848,000 863,200
======== ======== ======== ========
Sales (in thousands):
Oregon Steel Division $ 98,453 $125,082 $197,660 $293,015
RMSM Division 63,332 64,236 129,028 135,958
-------- -------- -------- --------
Total Company $161,785 $189,318 $326,688 $428,973
======== ======== ======== ========
Average selling price per ton:
Oregon Steel Division $411 $585 $408 $620
RMSM Division $358 $335 $355 $348
Company Average $388 $467 $385 $497
</TABLE>
Sales decreased 14.5 percent and 23.8 percent to $161.8 million and
$326.7 million for the three and six month periods ended June 30, 2000,
respectively, compared to the corresponding 1999 periods. Average selling price
per ton for the second quarter of 2000 and the first six months of 2000 was $388
and $385, respectively,
-8-
<PAGE>
compared to average selling price of $467 and $497 per ton, respectively, for
the comparable periods of 1999. The reduction in sales and average selling price
is primarily due to a shift in product mix from welded pipe products to
commodity plate products and lower average selling prices for the Company's
plate and welded pipe products, partially offset by higher rod and bar prices
in the respective periods.
The Company's shipments increased 2.8 percent to 416,500 tons in the
second quarter of 2000, but decreased 1.8 percent to 848,000 tons in the first
six months of 2000, as compared to the corresponding 1999 periods. The increase
for the second quarter compared to the respective period in 1999 was primarily
due to an increase in shipments of plate and rail products, offset by reduced
shipments of welded and seamless pipe, rod and bar products.
The Oregon Steel Division shipped 239,400 and 484,800 tons of plate, coil
and welded pipe products for the three month and six month periods ended June
30, 2000, respectively, compared to 213,700 and 472,900 tons, respectively,
during the corresponding 1999 periods. Average selling prices of $411 and $408
per ton of product for the three and six month periods ended June 30, 2000,
respectively, were a decrease of 29.7 percent and 34.2 percent from the average
selling price of $585 and $620 per ton, respectively, for the comparable periods
in 1999. The decline in average selling prices per ton was primarily due to a
shift in the product mix to plate from welded pipe products. Welded pipe
products on average have a higher selling price than the average selling
price for plate and coil products. Significantly less welded pipe product was
shipped in 2000, 33,000 and 71,800 tons for the three month and six month
periods ended June 30, 2000, compared to the amount shipped in 1999, 112,100
and 271,800 tons for the three month and six month periods ended June 30, 1999,
respectively. Increased shipments of welded pipe products during 1999 were the
result of production of the Alliance Pipeline project at the Company's Napa pipe
mill that concluded in the fourth quarter of 1999.
During the first quarter of 2000, the Oregon Steel Division began an
initiative to increase its sales of specialty plate products in an effort to
reduce the impact of the cyclical welded pipe markets. As a result of this
initiative, sales of specialty plate increased 23.2 percent from the first
quarter of 2000 to 104,800 tons in the second quarter of 2000. Average selling
prices per ton for plate increased 7.9 percent for the second quarter of 2000 as
compared to the first quarter of 2000.
The RMSM Division shipped 177,100 and 363,200 tons of rail, rod, bar and
semifinished products for the three month and six month periods ended June 30,
2000, respectively, compared to 191,600 and 390,300 tons, respectively, of
product, including seamless pipe, during the corresponding 1999 periods. The
reduction in shipments resulted primarily from decreased rod, bar and seamless
pipe shipments for the three month and six month periods ended June 30, 2000 as
compared to the respective periods in 1999. The reduction in shipments for these
periods were partially offset by increased rail shipments for the three months
ended June 30, 2000 and by increased shipments of semifinished products for the
six months ended June 30, 2000 as compared to the corresponding periods in 1999.
The RMSM Division's average selling prices of $358 and $355 per ton of
product for the three and six month periods ended June 30, 2000, respectively,
were increases from the average selling price of $335 and $348 per ton,
respectively, for the comparable periods in 1999. Higher average selling prices
per ton for rod, bar, and semifinished products in both periods as compared to
the corresponding periods in 1999 were the primary reason for the increase,
partially offset by reduced average selling prices per ton for rail and the lack
of seamless pipe sales for the corresponding periods. In particular, average
selling prices for rod and bar products showed the most improvement for the
periods, increasing from $249 per ton for both the three month and the six
month periods in 1999 to $275 and $273 per ton, respectively, for the
corresponding periods in 2000.
Gross profits for the three month and six month periods ended June 30,
2000 were $14.7 million or 9.1 percent and $18.1 million or 5.5 percent,
respectively, compared to $27.2 million or 14.4 percent and $68.5 million or
16.0 percent, respectively, for the corresponding 1999 periods. Gross profits
for both periods were unfavorably impacted by increased costs of welded pipe and
rail, decreased sales of welded pipe and a decrease in the average selling price
of welded pipe and plate products. These decreases were partially offset by
improvements in the profitability of rod and bar products, and the financial
impact of shutting down the seamless mill, which had operated unprofitably
through the second quarter of 1999, and was subsequently closed in May 1999.
-9-
<PAGE>
OREGON STEEL MILLS, INC.
Selling, general and administrative expenses decreased $327,000 and $1.7
million for the three and six month periods ended June 30, 2000, respectively,
from the corresponding 1999 periods. These expenses increased as a percentage of
sales to 8.5 percent and 8.1 percent in the three and six month periods ended
June 30, 2000, respectively, from 7.5 percent and 6.6 percent for the
corresponding 1999 periods. A significant portion of the dollar decreases were
due to decreased shipping costs. The percentage of sales increases were due
to the significant declines in sales volumes for the higher priced welded pipe
products, offset partially by higher professional and management fees incurred
in 1999 as compared to 2000.
The Company recorded a $460,000 and $320,000 gain on sale of assets for
the three months and the six months ended June 30, 2000, respectively, resulting
primarily from the sale of idle machinery and equipment at the RMSM Division.
The Company recorded a $5.7 million gain for the three months and the six
months ended June 30, 1999, resulting from a settlement of litigation with a
graphite electrode supplier.
Profit participation and other incentive compensation expense was $371,000
and $535,000 for the three and six month periods ended June 30, 2000,
respectively, as compared to $2.8 million and $5.8 million for the corresponding
1999 periods, reflecting the decreased profitability of the Company for the
first two quarters of 2000.
Total interest expense was $8.8 million and $17.3 million for the three
and six month periods ended June 30, 2000, respectively, compared to $8.9
million and $18.5 million for the corresponding 1999 periods. The decreases in
expense were primarily due to decreases in the average borrowings for the first
two quarters in 2000 as compared to the corresponding periods in 1999, offset
partially by an increase in the average borrowing rate for the Company during
the same periods.
Other income, net for the three and six month periods ended June 30, 2000
was $2.9 million and $3.0 million, respectively, compared to $308,000 and
$514,000 for the corresponding 1999 periods. In the second quarter of 2000, the
Company realized a pre-tax gain of $2.5 million on the sale of undeveloped land
at the RMSM Division.
The Company's effective income tax rates were 37.7 percent and 38.0
percent for the three and six month periods ended June 30, 2000, respectively,
as compared to 37.3 percent and 38.5 percent, respectively, for the
corresponding 1999 periods.
Liquidity and Capital Resources
-------------------------------
Cash flow from operations for the six month period ended June 30, 2000 was
$29.6 million compared to $51.7 million in the second quarter of 1999. The major
items affecting the $22.1 million decrease were the net loss in 2000 versus net
income in 1999, increases in deferred taxes and accounts receivables for 2000
compared to decreases in 1999 and a smaller decrease of inventory in 2000 than
in 1999. These decreases in operating cash flows were offset, in part, by an
increase in accounts payable in 2000 compared to a decrease in 1999.
Net working capital at June 30, 2000 decreased $33.7 million compared to
December 31, 1999 reflecting a $562,000 decrease in current assets and a $33.1
million increase in current liabilities. The increase in current liabilities was
due to increased accounts payable ($37 million), offset slightly by reduced
accrued expenses ($4.2 million).
During the first six months of 2000, the Company expended (exclusive of
capital interest) approximately $5.3 million and $1.7 million on capital
projects at the Oregon Steel Division and the RMSM Division, respectively.
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<PAGE>
OREGON STEEL MILLS, INC.
The Company has $228.3 million principal amount of Notes, due 2003, payable
to outside parties. New CF&I, Inc. and CF&I (collectively, "Guarantors")
guarantee the Notes. The Notes and the guarantees are secured by a lien on
substantially all the domestic property, plant and equipment and certain other
assets of the Company and the Guarantors. The collateral for the Notes and the
guarantees does not include, among other things, inventory and accounts
receivable. The indenture under which the Notes were issued contains potential
restrictions on new indebtedness and various types of disbursements, including
dividends, based on the Company's net income in relation to its fixed charges,
as defined. Under these restrictions, $1.5 million was available for cash
dividends at June 30, 2000.
The Company maintains a $125 million revolving bank credit facility,
amended on March 30, 2000 ("Amended Credit Agreement"), and expires June 11,
2002. The Amended Credit Agreement is drawn upon based on the Company's domestic
accounts receivable and inventory balances, which are collateral for any
borrowings under the Amended Credit Agreement. At June 30, 2000, $28 million was
outstanding under the Amended Credit Agreement. At the Company's election,
interest on the Amended Credit Agreement is based either on the London Interbank
Offering Rate ("LIBOR"), the prime rate, or the federal funds rate, plus a
margin determined by the Company's leverage ratio. The annual commitment fees
are .63 percent of the unused portion of the Amended Credit Agreement. The
Guarantors guarantee amounts outstanding under the Amended Credit Agreement. The
Amended Credit Agreement contains various restrictive covenants including
minimum tangible net worth, minimum interest coverage ratio, and a maximum debt
to total capitalization ratio. The Company is currently in compliance with these
covenants; however, there is no assurance that the Company will remain in
compliance with the covenants through 2000.
CF&I incurred $67.5 million in term debt in 1993 as part of the purchase
price of the Pueblo Mill. This debt is without stated collateral and is payable
over ten years with interest at 9.5 percent. As of June 30, 2000, the
outstanding balance on the debt was $27.2 million, of which $18.9 million was
classified as long-term.
Camrose maintains a (CDN) $25 million revolving credit facility with a
Canadian bank, the proceeds of which may be used for working capital and general
corporate purposes. The facility is collateralized by substantially all of the
assets of Camrose and is drawn upon based on Camrose's eligible trade accounts
receivable and inventories. The facility is comprised of two credit lines, a
(CDN) $10.0 million line that expires September 12, 2000 and a (CDN) $15.0
million line that expires September 12, 2002. At the Company's election,
interest is payable based on either the bank's Canadian dollar prime rate, the
bank's U.S. dollar prime rate, or LIBOR. Annual commitment fees are .15 percent
and .25 percent of the unused portion of the (CDN) $10.0 million and (CDN) $15.0
million credit lines, respectively. As of June 30, 2000, Camrose had $756,000
outstanding under the facility.
The Company is able to draw up to $25 million of the borrowings available
under the Amended Credit Agreement to support issuance of letters of credit and
similar agreements. The Company also maintains an uncollateralized and
uncommitted line of credit with another bank to support letters of credit,
foreign exchange contracts and interest rate hedges. At June 30, 2000, $3.5
million was restricted under outstanding letters of credit.
The Company believes that its anticipated needs for working capital and
capital expenditures through 2000 will be met from funds generated from
operations and borrowings pursuant to the Company's Amended Credit Agreement.
There is no assurance, however, that the amounts from these sources will be
sufficient for such purposes. In that event, or for other reasons, the Company
may be required to seek additional financing, which may include additional bank
financing. There is no assurance that such source of funding will be available
if required or, if available, will be on terms satisfactory to the Company. The
Company's level of indebtedness presents other risks to investors, including the
possibility that the Company and its subsidiaries may be unable to generate cash
sufficient to pay the principal of and interest on their indebtedness when due.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes.
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<PAGE>
OREGON STEEL MILLS, INC.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part 1, "Consolidated Financial Statements - Note 6, Contingencies"
for discussion of status of administrative hearing regarding alleged violations
of the National Labor Relations Act and incorporated by reference herein.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Employee Contract - Thomas B. Boklund
27.0 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OREGON STEEL MILLS, INC.
Date: August 14, 2000 /s/ Jeff S. Stewart
----------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)
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