GENEVA STEEL
10-Q/A, 1996-02-20
STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS
Previous: CISCO SYSTEMS INC, S-8, 1996-02-20
Next: SCOTTISH WIDOWS INTERNATIONAL FUND, 24F-2NT, 1996-02-20



<PAGE>   1
                                    FORM 10-Q/A


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

/x/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1995

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

                            Commission File #1-10459

                              GENEVA STEEL COMPANY
             (Exact name of registrant as specified in its charter)

         UTAH                                             93-0942346
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              10 South Geneva Road
                                 Vineyard, Utah
                    (Address of principal executive offices)

                                      84058
                                   (Zip Code)

       Registrant's telephone number, including area code: (801) 227-9000

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
                                 -----              -----

Indicate the number of shares outstanding of each class of the issuer's common
stock, as of the latest practicable date.

                  13,359,847 and 19,151,348 shares of Class A and Class B common
                  stock, respectively, outstanding as of January 24, 1996.
<PAGE>   2
PART I.           FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                              GENEVA STEEL COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                   (Unaudited)

ASSETS

<TABLE>
<CAPTION>
                                                      December 31,  September 30,
                                                         1995           1995
                                                      -----------   ------------
<S>                                                   <C>           <C>
Current assets:
     Cash and cash equivalents                         $    --        $  12,808
     Accounts receivable, net                             41,395         35,178
     Inventories                                         100,769         89,909
     Deferred income taxes                                 6,883          6,885
     Prepaid expenses and other                            3,096          2,661
                                                       ---------      ---------
         Total current assets                            152,143        147,441
                                                       ---------      ---------

Property, plant and equipment:
     Land                                                  1,990          1,941
     Buildings                                            16,092         16,092
     Machinery and equipment                             586,202        576,066
     Mineral property and development
         costs                                             8,425          8,425
                                                       ---------      ---------
                                                         612,709        602,524
     Less accumulated depreciation                      (142,525)      (132,134)
                                                       ---------      ---------
         Net property, plant and equipment               470,184        470,390
                                                       ---------      ---------

Other assets                                              10,776         10,966
                                                       ---------      ---------
                                                       $ 633,103      $ 628,797
                                                       =========      =========
</TABLE>


  The accompanying notes to condensed consolidated financial statements are an
         integral part of these condensed consolidated balance sheets.

                                  Page 2 of 15
<PAGE>   3
                              GENEVA STEEL COMPANY
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                             (Dollars in thousands)

                                   (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                      December 31,  September 30,
                                                         1995            1995
                                                      -----------   ------------
<S>                                                   <C>           <C>
Current liabilities:
     Accounts payable                                  $  59,062      $  67,939
     Accrued liabilities                                  21,209         19,045
     Accrued payroll and related taxes                    11,569         10,667
     Production prepayments                               10,000         10,000
     Accrued interest payable                             12,950          4,610
     Accrued pension and profit
         sharing costs                                     2,112          2,135
                                                       ---------      ---------   
              Total current liabilities                  116,902        114,396
                                                       ---------      ---------

Long-term debt                                           345,814        342,033
                                                       ---------      ---------

Deferred income taxes                                     12,474         13,263
                                                       ---------      ---------

Redeemable preferred stock                                53,195         51,031
                                                       ---------      ---------

Stockholders' equity:
     Preferred stock                                        --             --
     Common stock:
         Class A                                          87,979         87,926
         Class B                                          10,110         10,163
     Warrants to purchase Class A
         common stock                                      5,360          5,360
     Retained earnings                                    19,155         22,754
     Class A common stock held in
         treasury, at cost                               (17,886)       (18,129)
                                                       ---------      ---------
              Total stockholders' equity                 104,718        108,074
                                                       ---------      ---------
                                                       $ 633,103      $ 628,797
                                                       =========      =========
</TABLE>


   The accompanying notes to condensed consolidated financial statements are
        an integral part of these condensed consolidated balance sheets.

                                  Page 3 of 15
<PAGE>   4
                              GENEVA STEEL COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                      (In thousands, except per share data)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        1995             1994
                                                     ---------        ---------
<S>                                                  <C>              <C>
Net sales                                            $ 167,090        $ 164,424
Cost of sales                                          154,888          148,480
                                                     ---------        ---------

     Gross margin                                       12,202           15,944

Selling, general and administrative
     expenses                                            5,734            5,832
                                                     ---------        ---------

     Income from operations                              6,468           10,112
                                                     ---------        ---------

Other income (expense):
     Interest and other income                             178               28
     Interest expense                                   (8,257)          (8,753)
     Other expense                                        (552)            (379)
                                                     ---------        ---------
                                                        (8,631)          (9,104)
                                                     ---------        ---------

Income (loss) before provision (benefit)
     for income taxes                                   (2,163)           1,008

Provision (benefit) for income taxes                      (831)            --
                                                      --------        ---------  

Net income (loss)                                       (1,332)           1,008

Less redeemable preferred stock dividends and
     accretion for original issue discount               2,164            1,906
                                                     ---------        ---------

Net loss applicable to common shares                 $  (3,496)       $    (898)
                                                     =========        =========

Net loss per common share                            $    (.23)       $    (.06)
                                                     =========        =========

Weighted average common shares outstanding              15,252           15,174
                                                     =========        =========
</TABLE>


   The accompanying notes to condensed consolidated financial statements are
          an integral part of these condensed consolidated statements.

                                  Page 4 of 15
<PAGE>   5
                              GENEVA STEEL COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                             (Dollars in thousands)

                                   (Unaudited)

Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                         1995            1994
                                                       --------        --------
<S>                                                    <C>             <C>
Cash flows from operating activities:
     Net income (loss)                                 $ (1,332)       $  1,008
     Adjustments to reconcile net income (loss)
         to net cash provided by (used for)
         operating activities:
         Depreciation and amortization                   10,815           9,502
         Deferred income taxes                             (787)           --
         (Increase) decrease in current
              assets--
              Accounts receivable, net                   (6,217)          2,968
              Inventories                               (10,860)         10,503
              Prepaid expenses and other                   (435)           (285)
         Increase (decrease) in current
              liabilities--
              Accounts payable                           (8,877)         (3,327)
              Accrued liabilities                         2,164           2,645
              Accrued payroll and related taxes           1,042           3,061
              Accrued interest payable                    8,340           8,166
              Accrued pension and profit
                 sharing costs                              (23)            676
                                                       --------        --------

     Net cash provided by (used for)
         operating activities                            (6,170)         34,917
                                                       --------        --------

Cash flows from investing activities:
     Purchases of property, plant
         and equipment                                  (10,186)        (12,628)
     Proceeds from sale of property, plant
         and equipment                                     --            14,135
     Change in other assets                                (233)           --
                                                        -------        --------
     Net cash provided by (used for)
         investing activities                          $(10,419)       $  1,507
                                                       --------        --------
</TABLE>

  The accompanying notes to condensed consolidated financial statements are an
           integral part of these condensed consolidated statements.

                                  Page 5 of 15
<PAGE>   6
                              GENEVA STEEL COMPANY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                  THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                             (Dollars in thousands)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        1995             1994
                                                      --------         --------
<S>                                                   <C>              <C>
Cash flows from financing activities:
     Proceeds from long-term debt                     $  3,781         $   --
     Payments on long-term debt                           --            (32,348)
     Payments for deferred loan costs and
         other assets                                     --             (1,536)
                                                      --------         --------  
     Net cash provided by (used for)
         financing activities                            3,781          (33,884)
                                                      --------         --------

Net increase (decrease) in cash and cash
     equivalents                                       (12,808)           2,540

Cash and cash equivalents at beginning
     of period                                          12,808             --
                                                      --------         --------  
Cash and cash equivalents at end
     of period                                        $   --           $  2,540
                                                      ========         ========
</TABLE>

Supplemental schedule of noncash financing activities:

         For the three months ended December 31, 1995 and 1994, the Company
         increased the redeemable preferred stock liquidation preference by
         $1,986 and $1,731, respectively, in lieu of paying a cash dividend. In
         addition, for the same periods, redeemable preferred stock was
         increased by $178 and $175, respectively, for the accretion required
         over time to amortize the original issue discount on the redeemable
         preferred stock incurred at the time of issuance.


  The accompanying notes to condensed consolidated financial statements are an
           integral part of these condensed consolidated statements.

                                  Page 6 of 15
<PAGE>   7
                              GENEVA STEEL COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in thousands)
                                   (Unaudited)

- -----------------------------------------------------------------------
(1)      INTERIM CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying condensed consolidated financial statements of Geneva
Steel Company and Geneva Steel Funding Corporation, a wholly-owned subsidiary of
Geneva Steel Company (collectively, the "Company"), have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. The accompanying unaudited
condensed consolidated financial statements reflect all adjustments (consisting
only of normal recurring adjustments) which, in the opinion of management, are
necessary to present fairly the financial position and results of operations of
the Company.

      It is suggested that these condensed consolidated financial statements be
read in conjunction with the financial statements and notes thereto included in
the Company's latest annual report on Form 10-K.

(2)      INVENTORIES

      Inventories were comprised of the following components:

<TABLE>
<CAPTION>
                                                  December 31,             September 30,
                                                      1995                     1995
                                                    --------                 --------
<S>                                                 <C>                      <C>
      Raw materials                                 $ 34,788                 $ 27,784
      Semi-finished and finished goods                58,131                   54,191
      Operating materials                              7,850                    7,934
                                                    --------                 --------

                                                    $100,769                 $ 89,909
                                                    ========                 ========
</TABLE>


(3)      NET INCOME (LOSS) PER COMMON SHARE

      Net income (loss) per common share is calculated based upon the weighted
average number of common and common equivalent shares outstanding during the
periods. Common equivalent shares consist of warrants and options to purchase
Class A common stock which have a dilutive effect when applying the treasury
stock method. Class B common stock is included in the weighted average number of
common shares outstanding at one share for every ten shares outstanding because
the Class B common stock is convertible to Class A common stock at this same
rate.

      The net income (loss) for the three-month periods ended December 31, 1995
and 1994 was adjusted for redeemable preferred stock dividends and the accretion
required over time to amortize the original issue discount on the redeemable
preferred stock incurred at the time of issuance.


                                  Page 7 of 15
<PAGE>   8
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

      The following table sets forth the percentage relationship of certain cost
and expense items to net sales for the periods indicated:

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                    December 31,
                                                                -------------------
                                                                 1995          1994
                                                                -----         -----
<S>                                                             <C>           <C>
Net sales                                                       100.0%        100.0%
Cost of sales                                                    92.7          90.3
                                                                -----         -----
Gross margin                                                      7.3           9.7

Selling, general and administrative expenses                      3.4           3.6
                                                                -----         -----
Income from operations                                            3.9           6.1
                                                                -----         -----

Other income (expense):
 Interest and other income                                        0.1          --
 Interest expense                                                (5.0)         (5.4)
 Other expense                                                   (0.3)         (0.1)
                                                                -----         -----
                                                                 (5.2)         (5.5)
                                                                -----         -----

Income (loss) before provision (benefit) for income taxes        (1.3)          0.6
Provision (benefit) for income taxes                             (0.5)         --
                                                                -----         -----

 Net income (loss)                                               (0.8)%         0.6%
                                                                =====         =====
</TABLE>


      The following table sets forth the sales product mix as a percentage of
net sales for the periods indicated:

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                    December 31,
                                                              ------------------------
                                                                1995           1994
                                                               -----          -----
<S>                                                            <C>           <C>
Sheet                                                             34.5%        53.3%
Plate                                                             34.8         31.7
Pipe                                                               4.4          4.4
Slab                                                              23.7          7.6
Non-Steel                                                          2.6          3.0
                                                                 -----        -----
                                                                 100.0%       100.0%
                                                                 =====        =====
</TABLE>


                                  Page 8 of 15
<PAGE>   9
THREE MONTHS ENDED DECEMBER 31, 1995 COMPARED WITH THREE MONTHS ENDED DECEMBER
31, 1994

      Net sales increased 1.6% due to increased shipments of approximately
49,700 tons, offset in part by decreased overall average selling prices and a
shift in product mix to lower-priced slab products for the three months ended
December 31, 1995 as compared to the same period in the previous fiscal year.
The weighted average sales price (net of transportation costs) per ton of sheet
and slab products decreased by 8.2% and 3.6%, respectively, while the weighted
average sales price of plate and pipe products increased by 0.1% and 10.8%,
respectively, in the three months ended December 31, 1995 compared to the same
period in the previous fiscal year. The overall average selling price
realization per ton also decreased between the periods as a result of a shift in
product mix to lower-priced slab products. This decrease was offset, in part, by
the Company's increased sales of higher-priced plate products. Consistent with
the Company's strategic objectives, plate shipments have increased as various
upgrades to plate processing and finishing equipment have been completed and
implemented. The Company intends to continue shifting its product mix toward
plate. The Company increased slab shipments to maximize production from the
continuous caster. Despite weakening slab prices, the Company expects that slab
sales will continue as a means of maximizing the throughput of its continuous
caster while efforts to increase rolling mill throughput continue. Shipped
tonnage of plate and slabs increased approximately 15,400 tons or 11.4% and
112,500 tons or 229.4%, respectively, while shipped tonnage of sheet and pipe
decreased approximately 76,400 tons or 28.3% and 1,800 tons or 9.4%,
respectively, between the two periods.

      Pricing for the Company's hot-rolled sheet, plate, pipe and slab products
weakened late in fiscal year 1995 as a result of efforts by service centers to
reduce high inventory levels, an increase in domestic hot-rolled capacity and
other market factors. Pricing has also been adversely affected by unfairly
traded imports, including most recently from non-traditional sources such as
Russia, Ukraine and China. The Company's sales in the first fiscal quarter and
bookings in the second fiscal quarter have reflected additional price
reductions. In response to a recent strengthening in orders, the Company has,
however, announced price increases, effective after March 31, 1996, of $20 per
ton on plate and floor plate products and $15 per ton on strip mill plate,
hot-rolled coils and cut-length sheet products. The Company intends, however,
to react to price increases or decreases in the market as justified by
competitive conditions. The Company sells substantially all of its products in
the spot market at prevailing market prices. The Company believes its percentage
of such sales is significantly higher than that of most of the other domestic
integrated producers. Consequently, the Company may be affected by price
increases and decreases more quickly than many of its competitors.

      During the first fiscal quarter, the Company increased production of
higher-margin large coils due primarily to the start-up of a new 42-megawatt
induction slab heating furnace, which is located in-line with the Company's
caster and rolling mill. The Company is continuing to integrate the induction
furnace into the production process. The Company continues to evaluate its slab
heating requirements and may elect to install additional heating capacity.

      Cost of sales includes raw materials, labor costs, energy costs,
depreciation and other operating and support costs associated with the
production process. The Company's cost of sales, as a percentage of net sales,
increased to 92.7% for the

                                  Page 9 of 15
<PAGE>   10
three months ended December 31, 1995 from 90.3% for the same period in the
previous fiscal year as a result of lower average selling prices and slightly
higher operating costs. The overall average cost of sales per ton shipped
decreased approximately $17 per ton between the two periods. The decreased cost
per ton resulted from increased sales of lower-cost slab products offset, in
part, by a shift in product mix to higher-cost plate products. Costs increased
primarily as a result of higher depreciation expense, increased raw materials
costs, higher wages and benefits and increases in other operating costs, offset
in part by increased production efficiencies associated with completed capital
projects, increased production throughput and other operating improvements. The
Company expects to achieve additional improvements in operating efficiencies in
future periods as a result of reduced labor costs per ton, increased production
throughput, reduction of start-up and transition costs and improved yields. The
Company expects, however, that certain raw materials costs will increase in
future periods, including iron ore pellet costs.

      In January 1996, the Company experienced two weather-related power outages
that temporarily halted production at its facility. The power outages resulted
in lost production during the actual outages as well as during the period 
required to resume normal production. The Company is assessing the full
financial impact of the outages and anticipates filing an insurance claim. The
Company maintains insurance for both property damage and business interruption,
subject to a deductible of $1 million per occurrence.

      The Company has begun testing its new plasma-fired cupola ironmaking 
facility and expects the facility to become available for operation in the 
second calendar quarter of 1996. The cupola will be used to replace or
supplement blast furnace iron production, particularly when scrap prices are
favorable or during relines and other periods requiring additional ironmaking
capacity. The Company expects the facility lease cost of the cupola to add
approximately $2 per ton to finished product cost. The full impact of the cupola
facility on finished product cost will be dependent on raw materials costs,
particularly scrap and coke, and the level of integration of the cupola.

      Start-up and transition costs associated with implementation of ongoing
capital projects have adversely affected the Company's operating results,
including finished product throughput and yields. The Company expects that the
second fiscal quarter will be similarly affected by integration of projects such
as the induction furnace and wide coiled plate project. The Company has,
however, completed and implemented several of its capital projects and has
deferred completion of additional major projects, particularly with respect to
the rolling mill finishing stand improvements. The Company expects that start-up
and transition costs will decline significantly as current capital projects are
fully implemented and operations are stabilized.

      Depreciation costs included in cost of sales increased approximately $1.7
million for the three months ended December 31, 1995 compared with the same
period in the previous fiscal year. This increase was due to increases in the
asset base resulting from capital expenditures. Depreciation expense will
further increase due to implementation of the Company's capital projects.

      Selling, general and administrative expenses for the three months ended
December 31, 1995 decreased approximately $0.1 million as compared to the same
period in the previous fiscal year. The lower expenses resulted primarily from
reduced outside services.

                                  Page 10 of 15
<PAGE>   11
      Interest expense decreased approximately $0.5 million during the three
months ended December 31, 1995 as compared to the same period in the previous
fiscal year. Interest expense decreased due to higher levels of capitalized
interest during the three months ended December 31, 1995 offset, in part, by
higher levels of borrowing.

      Other expense increased approximately $0.2 million for the three months
ended December 31, 1995, as compared to the same period in the previous fiscal
year as a result of increased fundings under the Company's receivables
securitization program. Fundings under the securitization program during the 
three months ended December 31, 1994 were only outstanding for two months.

      For the three months ended December 31, 1995, the Company recognized a
benefit for income taxes by carrying back the loss to the prior year's income.
The Company did not recognize a provision for income taxes for the three months
ended December 31, 1994 as a result of utilizing net operating loss
carryforwards for financial reporting purposes.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's liquidity requirements arise from capital expenditures and
working capital requirements, including interest payments. The Company has met
these requirements over the past three years principally from the incurrence of
additional long-term indebtedness, including borrowings under the Company's
revolving credit facility (the "Revolving Credit Facility"), fundings under its
accounts receivable securitization facility (the "Receivables Facility"),
equipment lease financing and cash provided by operations. As of December 31,
1995, the Company had $21.0 million available under its credit facilities.
Based on the Company's receivables balance and inventories base as of December
31, 1995, the Receivables Facility and Revolving Credit Facility provided up to
$80.5 million in working capital. As of December 31, 1995, the Company had
$29.7 million funded under the Receivables Facility, as well as $20.8 million in
borrowings and $9.0 million in letters of credit outstanding under its
Revolving Credit Facility.

      The Debt instruments governing the Revolving Credit Facility and the
Company's 11 1/8% Senior Notes issued in March 1993 and 9 1/2% Senior Notes
issued in February 1994 (collectively, the "Senior Notes") contain cross default
and other customary provisions. Financial covenants contained in the Revolving
Credit Facility and/or the Senior Notes also include, among others, a limitation
on dividends and distributions on capital stock of the Company, a tangible net
worth maintenance requirement, a cumulative cash flow requirement, a cumulative
capital expenditure limitation, a limitation on the incurrence of additional
indebtedness unless certain financial tests are satisfied, a limitation on
mergers, consolidations and dispositions of assets and limitations on liens. In
the event of a change in control, the Company must offer to purchase all Senior
Notes then outstanding at a premium. In June, October and December 1995, the
Company entered into amendments modifying or waiving the financial covenants and
tests contained in the Revolving Credit Facility. The Company will likely be
required to seek additional amendments of the Revolving Credit Facility in the
future based on actual operating results or capital spending.

      Besides these and other financing activities, the Company's major source
of liquidity has been cash provided by operating activities. Net cash used for
operating activities was $6.2 million for the three months ended December 31,
1995 compared with net cash provided by operating activities of $34.9 million
for the

                                  Page 11 of 15
<PAGE>   12
three months ended December 31, 1994. The uses of cash for operating activities
during the three months ended December 31, 1995, resulted primarily from a $10.9
million increase in inventories, a $1.2 million increase in accounts receivable,
a $5 million reduction in fundings under the Company's Receivables Facility, a
decrease in accounts payable of $8.9 million and a net loss of $1.3 million.
These uses of cash flow were offset, in part, by depreciation and amortization
of $10.8 million, an increase in accrued interest of $8.3 million and an
increase in accrued liabilities of $2.2 million.

      Capital expenditures were approximately $10.2 million for the three months
ended December 31, 1995. Capital expenditures for fiscal year 1996 are estimated
at $38.0 million, which includes $9.0 million in capital spending previously
scheduled for fiscal year 1995. Capital projects for fiscal year 1996 consist of
a blast furnace reline and various other projects designed to reduce costs and
increase product quality and throughput. Substantially all of the equipment for
the rolling mill finishing stand improvements will be completed during fiscal
year 1996. The Company has, however, elected to defer installation of that
equipment until the following fiscal year. The Company anticipates that it may
incur significant start-up and transition costs when the equipment is installed
and implemented. Depending on market, operational, liquidity and other factors,
the Company may elect to adjust the design, timing and budgeted expenditures of
its capital plan. The Revolving Credit Facility contains certain limitations on
capital expenditures that are dependent, in part, on the Company's actual cash
flows. If the Company fails to achieve anticipated operating and cash flow
results, such limitations could preclude the Company from making capital
expenditures in the amounts that are currently anticipated.

      The Company is required to make substantial interest and dividend 
payments on the Senior Notes, its redeemable preferred stock or in the
alternative exchange debentures, and outstanding balances under the Revolving
Credit Facility, together with interest on any additional funding that may be
necessary for capital expenditures and other working capital needs. Currently,
the Company's annual cash interest expense is approximately $36.0 million and
its annual preferred stock dividends are approximately $8.1 million. Dividends
not paid in cash before April 1996 will be added to the liquidation preference
of the redeemable preferred stock. With respect to the third fiscal quarter,
the Company has not elected to convert the redeemable preferred stock to
exchange debentures. In addition, the Company will incur costs based on the
yield applicable to funded amounts under the Receivables Facility.

     The Company also has several efforts underway to improve its liquidity 
position, including as discussed below. The Company is currently considering a
modification to its Receivables Facility that, if completed, would allow access
to approximately $10 million in additional fundings thereunder. The Company
previously entered into an arrangement with one of its major customers, whereby
the customer makes a production prepayment of up to $10 million upon entry of
new orders. The Company is currently negotiating an increase in the maximum
amount of production prepayments to $20 million, which at current sales levels
would increase production prepayments to approximately $15 million. The Company
is also attempting to reduce inventories, including through utilization of
just-in-time suppliers or consigned inventories of certain raw materials. There 
can, however, be no assurance that the above efforts will be successful.

     The Company's future operations will be impacted by, among others, pricing,
product mix, throughput levels and improvements in production efficiencies. The
Company has efforts underway to increase production throughput and efficiency
and

                                  Page 12 of 15
<PAGE>   13
to shift its product mix to higher-margin plate products. Pricing in future
periods is a key variable that remains subject to uncertainty. There can be no
assurance that the Company can achieve the anticipated product mix improvements,
production efficiencies, and throughput levels or that sufficient demand will
exist to support the Company's additional throughput capacity.

     The short-term and long-term liquidity of the Company is also dependent 
upon several factors, including availability of financing, foreign currency
fluctuations, competitive and market forces, capital expenditures and general
economic conditions. Moreover, the United States steel market is subject to
cyclical fluctuations that may affect the amount of cash internally generated by
the Company and the ability of the Company to obtain external financing.
Although the Company believes that the anticipated cash from future operations,
fundings under the Receivables Facility and borrowings under the Revolving
Credit Facility will provide sufficient liquidity for the Company to meet its
debt service requirements and to fund ongoing operations, including required
capital expenditures, there can be no assurance that these or other possible
sources will be adequate. Moreover, because of the Company's current leverage
situation, its financial flexibility is limited.

     Inflation can be expected to have an effect on many of the Company's 
operating costs and expenses. Due to worldwide competition in the steel 
industry, the Company may not be able to pass through such increased costs to 
its customers.

                                  Page 13 of 15
<PAGE>   14
PART II.       OTHER INFORMATION

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

      (a)      Exhibits.

               Exhibit                                               Filed
               Number                    Exhibit                     Herewith
               -------                   -------                     --------

               27                        Financial data schedule     X

      (b)      Reports on Form 8-K.

      The Company has not filed any reports on Form 8-K during the three months
ended December 31, 1995.

                                  Page 14 of 15
<PAGE>   15
                                   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.

                                   GENEVA STEEL COMPANY


                                   By: /s/ Dennis L. Wanlass
                                       ----------------------------------------
                                       Vice President, Treasurer and
                                       Chief Financial Officer


Dated:  February 16, 1996

                                  Page 15 of 15



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from the registrants balance sheet and
statement of income as of and for the three months
ended December 31, 1995 and is qualified in its
entirety by reference to such financial statements,
including the notes thereto.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-START>                             OCT-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                   41,395
<ALLOWANCES>                                     2,070
<INVENTORY>                                    100,769
<CURRENT-ASSETS>                               152,143
<PP&E>                                         612,709
<DEPRECIATION>                                 142,525
<TOTAL-ASSETS>                                 633,103
<CURRENT-LIABILITIES>                          116,902
<BONDS>                                        345,814
                           53,195
                                          0
<COMMON>                                        80,203
<OTHER-SE>                                      24,515
<TOTAL-LIABILITY-AND-EQUITY>                   633,103
<SALES>                                        167,090
<TOTAL-REVENUES>                               167,090
<CGS>                                          154,888
<TOTAL-COSTS>                                  154,888
<OTHER-EXPENSES>                                 5,734
<LOSS-PROVISION>                                 2,324
<INTEREST-EXPENSE>                               8,257
<INCOME-PRETAX>                                (2,163)
<INCOME-TAX>                                     (831)
<INCOME-CONTINUING>                            (1,332)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,332)
<EPS-PRIMARY>                                    (.23)
<EPS-DILUTED>                                    (.23)
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission