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 September 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
--------------------- ----------------------
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 October 31, 2000)
<PAGE>
OREGON STEEL MILLS, INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 2000 (unaudited) and
December 31, 1999.................................. 2
Consolidated Statements of Income (unaudited)
Three months and nine months ended
September 30, 2000 and 1999......................... 3
Consolidated Statements of Cash Flows (unaudited)
Nine months ended September 30, 2000 and 1999......... 4
Notes to Consolidated Financial Statements
(unaudited) ....................................... 5 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............... 9 - 12
Item 3. Quantitative and Qualitative Disclosures
about Market Risk..................................... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ....................................... 14
Item 6. Exhibits and Reports on Form 8-K..........................14
<PAGE>
OREGON STEEL MILLS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
2000 1999
------------- ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 4,689 $ 9,270
Trade accounts receivable, net 68,826 62,547
Inventories 129,055 117,315
Deferred tax asset 9,241 9,245
Other 4,663 4,460
-------- --------
Total current assets 216,474 202,837
-------- --------
Property, plant and equipment:
Land and improvements 29,689 29,383
Buildings 50,319 50,426
Machinery and equipment 775,713 766,415
Construction in progress 13,715 18,817
-------- --------
869,436 865,041
Accumulated depreciation (279,232) (251,678)
-------- --------
590,204 613,363
-------- --------
Costs in excess of net assets acquired, net 33,808 34,636
Other assets 26,116 26,418
-------- --------
$866,602 $877,254
======== ========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 8,625 $ 7,861
Accounts payable 88,026 58,451
Accrued expenses 39,377 35,348
-------- --------
Total current liabilities 136,028 101,660
Long-term debt 281,982 298,329
Deferred employee benefits 22,339 21,530
Environmental liability 32,577 32,645
Deferred income taxes 28,654 38,186
-------- --------
501,580 492,350
-------- --------
Minority interests 29,411 32,502
-------- --------
Contingencies (Note 6)
STOCKHOLDERS' EQUITY
Common stock 258 258
Additional paid-in capital 227,584 227,584
Retained earnings 115,235 130,958
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustment (7,466) (6,398)
-------- --------
335,611 352,402
-------- --------
$866,602 $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 September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Sales $156,655 $205,879 $483,343 $634,852
-------- -------- -------- --------
Costs and expenses:
Cost of sales 136,189 168,346 444,778 528,813
Selling, general and administrative
expenses 12,335 13,250 38,770 41,441
Loss (gain) on sale of assets 57 -- (262) --
Settlement of litigation -- (1,324) -- (7,027)
Profit participation and other
incentive compensation 27 4,220 562 10,056
-------- -------- -------- --------
148,608 184,492 483,848 573,283
-------- -------- -------- --------
Operating income (loss) 8,047 21,387 (505) 61,569
-------- -------- -------- --------
Other income (expense):
Interest and dividend income 109 92 310 181
Interest expense, net (8,551) (8,651) (25,846) (27,134)
Minority interests (65) 366 353 253
Other, net 61 278 3,070 803
-------- -------- -------- --------
Income (loss) before income taxes (399) 13,472 (22,618) 35,672
Benefit (provision) for income taxes (2) (5,192) 8,441 (13,738)
-------- -------- -------- --------
Net income (loss) $ (401) $ 8,280 $(14,177) $ 21,934
======== ======== ======== ========
Basic and diluted net income (loss)
per share $(.02) $.31 $(.54) $.83
Dividends declared per common share $.02 $.14 $.06 $.42
Weighted average common shares and
common share equivalents outstanding 26,375 26,375 26,375 26,375
Tonnage sold 399,700 428,200 1,247,700 1,291,400
</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>
Nine Months Ended September 30,
-------------------------------
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (14,177) $ 21,934
Adjustments to reconcile net income (loss) to net cash
Provided by operating activities:
Depreciation and amortization 34,799 35,467
Deferred income tax provision (9,528) 7,952
Loss (gain) on disposal of operating and non-operating assets (2,509) 43
Other, net - (253)
Changes in operating assets and liabilities:
Trade accounts receivables (6,279) 10,359
Inventories (11,740) 34,810
Operating liabilities 34,413 (28,180)
Other, net (625) (746)
--------- ----------
Net cash provided by operating activities 24,354 81,386
--------- ----------
Cash flows from investing activities:
Additions to property, plant and equipment (12,293) (13,022)
Proceeds from disposal of property, plant and equipment 2,943 -
Other, net 1,343 (1,051)
--------- ---------
Net cash used by investing activities (8,007) (14,073)
--------- ---------
Cash flows from financing activities:
Borrowings from Canadian revolving loan facility, net 57 7,158
Proceeds from long-term bank debt 200,780 299,700
Payments on long-term debt (209,661) (367,764)
Repurchase of long-term debt (6,750) -
Dividends paid (1,547) (10,827)
Minority portion of subsidiary's distribution (2,739) (5,262)
--------- ---------
Net cash used by financing activities (19,860) (76,995)
--------- ---------
Effects of foreign currency exchange rate changes on cash (1,068) 1,319
--------- ---------
Net decrease in cash and cash equivalents (4,581) (8,363)
Cash and cash equivalents at beginning of period 9,270 9,044
--------- ---------
Cash and cash equivalents at end of period $ 4,689 $ 681
========= =========
Supplemental disclosures of cash flow information:
Cash paid for:
Interest $ 19,538 $ 20,990
Income taxes $ 4,024 $ 5,124
</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 which wholly-owns Canadian National Steel Corp.
which in turn owns a 60 percent interest in Camrose Pipe Company; 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.
Certain reclassificiations have been made in prior periods to conform to
the current period presentation. Such reclassifications do not effect
results of operations as previously reported.
2. Inventories
-----------
Inventories consist of:
September 30, December 31,
2000 1999
------------- ------------
(In thousands)
Raw materials $ 12,145 $ 14,383
Semifinished product 52,064 46,819
Finished product 39,975 35,536
Stores and operating supplies 24,871 20,577
-------- -------
Total inventory $129,055 $117,315
======== ========
3. Common Stock
------------
STOCK OPTIONS
On October 26, 2000, the Company granted 188,500 shares of stock options
with an exercise price of $1.94 per common share to certain senior
management employees under the provisions of the Company's nonqualified
stock option plan. One-half of the options granted vest immediately, and
the remaining one-half vest ratably under a three-year schedule.
The options expire October 25, 2010, unless the employee leaves the
Company, retires, dies or becomes disabled prior to that date. If the
employee leaves the Company, the unvested options expire, and the rights
holder has 90 days to exercise the options. If the employee retires, dies
or becomes disabled, all unvested options vest, and the rights holder has
90 daysto exercise the options if the employee retires or 180 days to
exercise the options if the employee dies or becomes disabled.
DIVIDEND
In June 1996, the Company issued First Mortgage Notes, whose indenture
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,
there was no amount available for cash dividends at September 30, 2000.
5
<PAGE>
4. Net Income (Loss) per Share
---------------------------
Basic and diluted net income (loss) per share were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 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) $ (401) $ 8,280 $(14,177) $21,934
====== ======= ======== =======
Basic and diluted net income
(loss) per share $ (.02) $ .31 $ (.54) $ .83
====== ======= ======== =======
</TABLE>
5. Comprehensive Income (Loss)
---------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ----------------------
2000 1999 2000 1999
------ ------- --------- -------
(In thousands) (In thousands)
<S> <C> <C> <C> <C>
Net income (loss) $(401) $8,280 $(14,177) $21,934
Foreign currency translation
adjustment (430) (79) (1,068) 1,319
----- ------ -------- -------
Comprehensive income (loss) $(831) $8,201 $(15,245) $23,253
===== ====== ======== =======
</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
6
<PAGE>
data indicated a greater threat existed to the environment than was
presently believed to exist. At September 30, 2000, the accrued liability
was $32.6 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 practices, requirements to accelerate or expand the
capital expenditure program or a combination of any of the above. Although
the CDPHE has not quantified the action against the Company, resolution
of the action will likely include payment of penalties and an agreement
to implement additional polution controls. The Company has commenced an
engineering study to determine to what extent operating practices can be
altered, and has allocated up to $2 million in capital expenditures to
reach resolution with the CDPHE. It is not presently possible to determine
if further expenditures will be necessary to satisfy the liability, if any,
associated with the action.
In a related matter, on April 27, 2000, the United Steel Workers of
America ("Union") filed suit in U.S. District Court in Denver, Colorado,
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 damages and 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 ("Portland Mill") might have
affected sediment quality in the Willamette River. The Company has begun
preliminary studies related to this investigation, however, no conclusive
data has been obtained. It is not presently possible to estimate the costs
associated with this investigation.
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 September 30,
2000, 285 former striking employees had returned to work under the terms of
the expired contract. Approximately 560 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
7
<PAGE>
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. A separate hearing concluded in
February 2000 with the judge for that hearing 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. Given the inability to either determine the extent
the adverse and offsetting mitigating factors discussed above will impact
the liability or to quantify the financial impact of any of these factors,
it is not presently possible to estimate the ultimate liability if there
is 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 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.
8
<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 Nine Months Ended
September 30, September 30,
----------------------------- -------------------------------
2000 1999 2000 1999
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Total tonnage sold:
Oregon Steel Division:
Plate and Coil 168,000 119,800 581,000 320,800
Welded Pipe 32,200 127,000 104,000 398,900
-------- -------- --------- ---------
Total Oregon Steel Division 200,200 246,800 685,000 719,700
-------- -------- --------- ---------
RMSM Division:
Rail 82,300 71,300 237,500 240,000
Rod and Bar 99,500 105,300 288,700 305,800
Seamless Pipe - 1,900 - 18,000
Semifinished 17,700 2,900 36,500 7,900
-------- -------- --------- ---------
Total RMSM Division 199,500 181,400 562,700 571,700
-------- -------- --------- ---------
Total Company 399,700 428,200 1,247,700 1,291,400
======== ======== ========= =========
Sales (in thousands):
Oregon Steel Division $ 85,193 $145,105 $282,852 $438,120
RMSM Division 71,462 60,774 200,491 196,732
-------- -------- -------- --------
Total Company $156,655 $205,879 $483,343 $634,852
======== ======== ======== ========
Average selling price per ton:
Oregon Steel Division $426 $588 $413 $609
RMSM Division $358 $335 $356 $344
Company Average $392 $481 $387 $492
</TABLE>
Sales decreased 23.9 percent for both the three and nine month periods
ended September 30, 2000, to $156.7 million and $483.3 million, respectively,
compared to the corresponding 1999 periods. Average selling price per ton for
the third quarter of 2000 and the first nine months of 2000 was $392 and $387,
respectively, compared to average selling price of $481 and $492 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
9
<PAGE>
OREGON STEEL MILLS, INC.
products to commodity plate products and lower average selling prices for the
Company's plate and welded pipe products, partially offset by higher rail and
rod and bar prices in the respective periods.
The Company's shipments decreased 6.7 percent and 3.4 percent to
399,700 and 1,247,700 tons, respectively, in the first three and nine months of
2000 as compared to the corresponding 1999 periods. The decreases for the
periods in 2000 compared to the respective period in 1999 were primarily due to
reduced shipments of welded pipe and rod and bar products offset by an increase
in shipments of plate and semifinished products. The shipments for the third
quarter 2000 were also impacted by an increase in rail shipments as compared to
the third quarter 1999.
The Oregon Steel Division shipped 200,200 and 685,000 tons of plate, coil
and welded pipe products for the three month and nine month periods ended
September 30, 2000, respectively, compared to 246,800 and 719,700 tons,
respectively, during the corresponding 1999 periods. Average selling prices of
$426 and $413 per ton of product for the three and nine month periods ended
September 30, 2000, respectively, were a decrease of 27.6 percent and 32.2
percent from the average selling prices of $588 and $609 per ton, respectively,
for the comparable periods in 1999. The declines in average selling prices per
ton were primarily due to a shift in the product mix to plate from welded pipe
products and lower average selling prices for the Company's plate and welded
pipe products in the 2000 periods than in the corresponding 1999 periods. 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, 32,200 and 104,000 tons for the three month and nine month
periods ended September 30, 2000, compared to the amounts shipped in 1999,
127,000 and 398,900 tons for the three month and nine month periods ended
September 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.
The RMSM Division shipped 199,500 and 562,700 tons of rail, rod and bar
and semifinished products for the three month and nine month periods ended
September 30, 2000, respectively, compared to 181,400 and 571,700 tons,
respectively, of product during the corresponding 1999 periods. The increase in
shipments for the third quarter 2000 resulted primarily from increased rail and
semi-finished product shipments partially offset by decreased rod and bar
product shipments for the three months ended September 30, 2000 as compared to
the respective period in 1999. The slight decrease in shipments for the nine
months ended September 30, 2000 as compared to the respective period for 1999
was a result of similar factors except that rail shipments for 2000 trailed
slightly shipments for 1999, and the lack of shipments of seamless pipe for 2000
as compared to shipments for 1999. Shipments of seamless pipe nearly ceased
for the third quarter of 1999, after the seamless mill shut down operations in
May 1999.
The RMSM Division's average selling prices of $358 and $356 per ton of
product for the three and nine month periods ended September 30, 2000,
respectively, were increases from the average selling price of $335 and $344 per
ton, respectively, for the comparable periods in 1999. Higher average selling
prices per ton for rail, rod and bar, and semifinished products in both periods
as compared to the corresponding periods in 1999 were the primary reasons for
the increases, partially offset by the lack of seamless pipe sales for the
corresponding periods. Average selling prices for rod and bar products continued
to show improvement for the periods, increasing from $264 and $254 per ton for
the three month and the nine month periods in 1999 to $282 and $276 per ton,
respectively, for the corresponding periods in 2000. Average selling prices for
rail products were improved from the respective periods in 1999, increasing from
$422 and $439 per ton for the first three and nine months of 1999 to $449 and
$445 per ton for the corresponding periods in 2000. One of the factors causing
the increases for both periods in average selling prices for rail was the
increase in specialty rail shipments relative to total rail shipments.
10
<PAGE>
OREGON STEEL MILLS, INC.
Gross profits for the three month and nine month periods ended September
30, 2000 were $20.5 million or 13.1 percent and $38.6 million or 8.0 percent,
respectively, compared to $37.5 million or 18.2 percent and $106.0 million or
16.7 percent, respectively, for the corresponding 1999 periods. Gross profits
for both periods were unfavorably impacted by decreased sales of welded pipe, a
decrease in the average selling prices of welded pipe and plate products and
increased cost to produce rail products. These decreases were partially offset
by improvements in the profitability of rod and bar products, and by the
operating losses for the seamless pipe business in 1999 and the resulting
shutdown and severance costs incurred in the temporary closure of the seamless
pipe mill in May 1999.
Selling, general and administrative expenses decreased $915,000 and $2.7
million for the three and nine month periods ended September 30, 2000,
respectively, from the corresponding 1999 periods. These expenses increased as a
percentage of sales to 7.9 percent and 8.0 percent in the three and nine month
periods ended September 30, 2000, respectively, from 6.4 percent and 6.5 percent
for the corresponding 1999 periods. Decreased shipping costs were the primary
reason for the decrease in amount of expense. 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.
For the three and nine months ended September 30, 1999, the Company
recorded gains of $1.3 million and $7.0 million, respectively, resulting from
settlements of litigation with various graphite electrode suppliers.
Profit participation and other incentive compensation expense was $27,000
and $562,000 for the three and nine month periods ended September 30, 2000,
respectively, as compared to $4.2 million and $10.1 million for the
corresponding 1999 periods, reflecting the decreased profitability of the
Company for the corresponding periods of 2000.
Total interest expense was $8.6 million and $25.8 million for the three
and nine month periods ended September 30, 2000, respectively, compared to $8.7
million and $27.1 million for the corresponding 1999 periods. The decreases in
expense were primarily due to decreases in the average borrowings for the
quarter ended and the three quarters ended September 30, 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 nine month periods ended September 30,
2000 was $61,000 and $3.1 million, respectively, compared to $278,000 and
$803,000 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 a 0.5 percent tax rate for
the three month period ended September 30, 2000, and a 37.3 percent benefit rate
for the nine month period ended September 30, 2000, as compared to 38.5 percent
tax rate for the respective 1999 periods. The effective statutory income tax
rate of 35 percent was not realized for the third quarter due to the change in
the estimated effective tax rate for the year ended December 31, 2000 as
increased taxable losses were in excess of the projected taxable losses.
Liquidity and Capital Resources
-------------------------------
Cash flow from operations for the nine month period ended September 30,
2000 was $24.4 million compared to $81.4 million for the comparable period in
1999. The major items affecting the $57.0 million decrease were the net loss in
2000 versus net income in 1999 and increases in inventories, deferred taxes and
accounts receivables for 2000 compared to decreases in 1999 offset, in part, by
an increase in accounts payable in 2000 compared to a decrease in 1999.
Net working capital of $80.4 million at September 30, 2000 decreased
$20.7 million compared to December 31, 1999 reflecting a $13.6 million
increase in current assets and a $34.4 million increase in current liabilities.
The
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OREGON STEEL MILLS, INC.
increase in current assets was due primarily to increased inventories ($11.7
million), and increased accounts receivable ($6.3 million), offset by a decrease
in cash and cash equivalents ($4.6 million). The increase in current liabilities
was due to increased accounts payable ($29.6 million), which were higher, in
part, because of the increase in inventories, and accrued expenses ($4.0
million).
During the first nine months of 2000, the Company expended (exclusive of
capital interest) approximately $7.4 million and $4.3 million on capital
projects at the Oregon Steel Division and the RMSM Division, respectively.
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, there was no amount available for cash
dividends at September 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 September 30, 2000, $39
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.
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 September 30, 2000, the
outstanding balance on the debt was $23.2 million, of which $14.5 million was
classified as long-term.
Camrose maintains a (CDN) $15 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, and expires September 12, 2002. At the Company's
election, interest is payable based either on the bank's Canadian dollar prime
rate, the bank's U.S. dollar prime rate, or LIBOR. Annual commitment fees are
.25 percent of the unused portion of the credit line. As of September 30, 2000,
Camrose had $196,000 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 September 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, or that the Company will be able to maintain
compliance with the covenants associated with the Amended Credit Agreement, and
as a result, lose the ability to borrow under the Amended Credit Agreement. In
either 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.
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OREGON STEEL MILLS, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes.
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OREGON STEEL MILLS, INC.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part I, Item 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
10.2 Form of Key Employee Contract between the Company and
its executive officers
10.3 Form of Notice of Stock Option Grant between the Company
and its executive officers
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: November 14, 2000 /s/ Jeff S. Stewart
-------------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)
