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 March 31, 2001
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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
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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
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Class Number of Shares Outstanding
(as of April 26, 2001)
OREGON STEEL MILLS, INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)
March 31, 2001 and December 31, 2000................. 2
Consolidated Statements of Income (unaudited)
Three months ended March 31, 2001 and 2000........... 3
Consolidated Statements of Cash Flows (unaudited)
Three months ended March 31, 2001 and 2000........... 4
Notes to Consolidated Financial Statements
(unaudited) ..................................... 5 - 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............ 10 - 13
Item 3. Quantitative and Qualitative Disclosures
about Market Risk................................... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ..................................... 14
Item 4. Submission of Matters to a Vote of the
Security Holders.................................... 14
Item 6. Exhibits and Reports on Form 8-K....................... 14
-1-
OREGON STEEL MILLS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 31, December 31,
2001 2000
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 4,098 $ 3,370
Trade accounts receivable, net 94,277 91,149
Inventories 122,117 129, 801
Deferred tax asset and other current assets 11,894 11,181
--------- ---------
Total current assets 232,386 235,501
--------- ---------
Property, plant and equipment:
Land and improvements 29,928 29,869
Buildings 50,382 50,549
Machinery and equipment 779,902 778,921
Construction in progress 10,064 14,607
--------- ---------
870,276 873,946
Accumulated depreciation (295,777) (290,071)
--------- ---------
574,499 583,875
--------- ---------
Costs in excess of net assets acquired, net 33,166 33,452
Other assets 26,167 27,526
--------- ---------
$ 866,218 $ 880,354
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 13,248 $ 8,625
Accounts payable 77,950 82,014
Accrued expenses 43,408 36,109
--------- ---------
Total current liabilities 134,606 126,748
Long-term debt 309,687 314,356
Deferred employee benefits 23,008 22,630
Environmental liability 32,577 32,577
Deferred income taxes 16,919 22,627
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Total liabilities 516,797 518,938
--------- ---------
Minority interests 28,596 29,771
--------- ---------
Contingencies (Note 6)
STOCKHOLDERS'
EQUITY
Common stock 258 258
Additional paid-in capital 227,584 227,584
Retained earnings 101,586 111,146
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustment (8,603) (7,343)
--------- ---------
Total stockholders' equity 320,825 331,645
--------- ---------
$ 866,218 $ 880,354
========= =========
The accompanying notes are an integral part of the consolidated
financial statements.
-2-
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except tonnage and per share amounts)
(Unaudited)
Three Months Ended March 31,
----------------------------
2001 2000
----------- -------------
Sales $ 167,480 $ 164,903
--------- ---------
Costs and expenses:
Cost of sales 160,011 161,642
Selling, general and administrative
expenses 13,821 12,611
Profit participation and other incentive
compensation 44 165
--------- ---------
173,876 174,418
--------- ---------
Operating loss (6,396) (9,515)
Other income (expense):
Interest and dividend income 107 119
Interest expense, net (9,077) (8,506)
Minority interests (101) 447
Other, net 296 62
--------- ---------
Loss before income taxes (15,171) (17,393)
Provision for income tax benefit 5,611 6,626
--------- ---------
Net loss $ (9,560) $ (10,767)
========= =========
Basic and diluted net loss per share $(.36) $(.41)
Dividends declared per common share $ -- $ .02
Weighted average common shares and
common share equivalents outstanding 26,375 26,375
The accompanying notes are an integral part of the consolidated
financial statements.
-3-
OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
----------------------------
2001 2000
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Cash flows from operating activities:
Net loss $ (9,560) $ (10,767)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization 11,263 11,648
Deferred income tax provision (5,708) (6,989)
Minority interests' share of income 101 (447)
Changes in operating assets and liabilities 7,483 10,452
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,579 3,897
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (2,248) (4,837)
Other, net 1,940 492
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES (308) (4,345)
--------- ---------
Cash flows from financing activities:
Net payments under Canadian bank revolving loan facility (1,582) (20)
Proceeds from credit facility 160,511 71,680
Payments on credit facility and long-term debt (158,936) (64,539)
Minority portion of subsidiary's distribution (1,276) (2,739)
Repurchase of bonds -- (6,750)
Dividends paid -- (516)
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NET CASH USED BY FINANCING ACTIVITIES (1,283) (2,884)
--------- ---------
Effects of foreign currency exchange rate changes on cash (1,260) (106)
--------- ---------
Net increase (decrease) in cash and cash equivalents 728 (3,438)
Cash and cash equivalents at beginning of period 3,370 9,270
--------- ---------
Cash and cash equivalents at end of period $ 4,098 $ 5,832
========= =========
Supplemental disclosures of cash flow information:
Cash paid for:
Interest $ 2,056 $ 2,654
Income taxes $ 20 $ 1,829
The accompanying notes are an integral part of the consolidated
financial statements.
-4-
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 through ownership in another
corporation, holds 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 2000 Annual Report on Form 10-K
for additional disclosures including a summary of significant accounting
policies.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments
and Hedging Activities" on June 15, 1998, establishing the accounting
treatment for commercial entities' positions in derivative instruments. The
Company adopted SFAS No. 133, effective January 1, 2001, however, the
impact on the Company's consolidated financial position and consolidated
results of operations was immaterial.
2. INVENTORIES
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Inventories were as follows:
March 31, December 31,
2001 2000
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(In thousands)
Raw materials $11,055 $10,189
Semifinished product 41,803 49,816
Finished product 42,314 43,415
Stores and operating supplies 26,945 26,381
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Total inventory $122,117 $129,801
======== ========
3. NET LOSS PER SHARE
------------------
Basic and diluted net loss per share was as follows:
Three Months Ended March 31,
----------------------------
2001 2000
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(In thousands,
except per share amounts)
Weighted average number of common shares
outstanding 25,777 25,777
Shares of common stock to be issued
March 2003 598 598
-------- --------
26,375 26,375
======== ========
Net loss $ (9,560) $(10,767)
======== ========
Basic and diluted net loss per share $ (.36) $ (.41)
======== ========
-5-
4. COMPREHENSIVE LOSS
Three Months Ended March 31,
------------------------------
2001 2000
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(In thousands)
Net loss $ (9,560) $ (10,767)
Foreign currency translation adjustment (1,260) (106)
-------- ---------
Comprehensive loss $(10,820) $ (10,873)
======== =========
5. DEBT, FINANCING ARRANGEMENTS, AND LIQUIDITY
Debt balances were as follows:
March 31, December 31,
2001 2000
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(In thousands)
11% First Mortgage Notes ("Notes") $228,250 $228,250
Revolving credit facility 71,331 69,756
CF&I acquisition term loan 23,161 23,161
Camrose revolving bank loan 193 1,814
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322,935 322,981
Less current portion of long-term debt 13,248 8,625
-------- --------
Non-current portion of long-term debt $309,687 $314,356
======== ========
The Company has $228.3 million principal amount of Notes due 2003, payable
to outside parties. 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 March 31, 2001.
On December 1, 2000, the Company entered into a $125 million revolving
credit facility ("Credit Agreement"), which expires April 30, 2003. The
Credit Agreement contains various restrictive covenants including minimum
consolidated tangible net worth, minimum earnings before interest, taxes,
depreciation and amortization ("EBITDA") coverage ratio, maximum annual
capital expenditures, limitations on stockholder dividends and limitations
on incurring new or additional debt obligations other than borrowings
provided by the Credit Agreement. The Company cannot issue cash dividends
without prior approval from the lenders.
The Company is able to draw up to $15 million of the borrowings available
under the Credit Agreement to support issuance of letters of credit and
similar contracts. At March 31, 2001, $5.2 million was restricted under
outstanding letters of credit.
The Company experienced a net loss for the quarter ended March 31, 2001.
Despite the unfavorable operating results for the period, the Company has
been able to fulfill its needs for working capital and capital
expenditures, due in part to its ability to maintain adequate financing
arrangements. The Company expects that operations will continue for the
remainer of 2001, with the realization of assets, and discharge of
liabilities in the ordinary course of business. The Company believes that
its prospective needs for working capital and capital expenditures will be
met from cash flows generated by operations and borrowings pursuant to the
Credit Agreement. If operations are not consistent with management's plans,
there is no assurance 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 alternative financing arrangements. There
is no assurance that such sources of financing will be available if
required or, if available, will be on terms satisfactory to the Company.
-6-
6. CONTINGENCIES
Environmental
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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.
In May 2000, the Company entered into a Voluntary Clean-up Agreement with
the DEQ committing it to conduct an investigation of 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 have been obtained. The
Company has expended an insignificant amount to date; however, it appears
that further investigation, with associated costs, will be necessary to
complete the request. It is not presently possible to estimate the costs
associated with completion of this investigation.
In a related manner, in December 2000, the Company received a notice from
the U.S. Environmental Protection Agency ("EPA"), identifying it, along
with many other entities, as a potentially responsible party ("PRP") under
the Comprehensive Environmental Response, Compensation and Liability Act
with respect to contamination in a portion of the Willamette River that has
been designated as a Superfund site. As the Portland Mill is located
downstream from the portion of the river so designated, the Company has
requested from the EPA evidence with respect to the basis for the potential
liability. It is not presently possible to determine the costs associated
with this designation, in the event the Company is unable to demonstrate
that it is not a PRP.
In connection with the acquisition of the steel mill located in Pueblo,
Colorado ("Pueblo Mill"), the Company accrued a liability of $36.7 million
for environmental remediation related to the prior owner's operations. 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, and included 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
March 31, 2001, the accrued liability was $32.5 million, of which $30.9
million was classified as non-current in the consolidated balance sheet.
The CDPHE inspected the Pueblo Mill in 1999 for possible environmental
violations, and in the fourth quarter of 1999 issued a Compliance Advisory
indicating that air quality regulations had been violated, which was
followed by the filing of a judicial enforcement action ("Action") in the
first quarter of 2000. Although the Action has not been quantified,
resolution will likely include payment of penalties and an agreement to
implement additional pollution controls. The Company 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. Although the
-7-
Company expects that the impact of any adverse determination reached in
this matter would be at least partially mitigated as a result of the
resolution of the Action discussed above, it is not presently possible to
estimate the ultimate liability in the event of an adverse finding.
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, CF&I 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. Since that time, vacancies have
occurred and have been filled by formerly striking employees. As of March
31, 2001, approximately 530 formerly striking employees had either returned
to work or had declined CF&I's offer of equivalent work. At March 31, 2001,
approximately 400 formerly 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"). CF&I 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, CF&I 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. 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 liability if there is ultimately an
adverse determination.
During the strike by the Union at CF&I, 38 bargaining unit employees of the
Colorado & Wyoming Railway Company ("C&W"), a wholly-owned subsidiary of
New CF&I, refused to report to work for an extended period of time,
claiming that concerns for their safety prevented them from crossing the
picket line. The bargaining unit employees of C&W were not on strike, and
because the other C&W employees reported to work without incident, C&W
considered those employees to have quit their employment and, accordingly,
C&W declined to allow those individuals to return to work. The various
unions representing those individuals filed claims with C&W asserting that
the C&W had violated certain provisions of the applicable collective
bargaining agreement, the Federal Railroad Safety Act ("FRSA"), or the
Railway Labor Act. In all of the claims, the unions demand reinstatement of
the former employees with their seniority intact, back pay and benefits.
The United Transportation Union, representing thirty of those former
employees, asserted that their members were protected under the FRSA and
pursued their claim before the Public Law Board ("PLB"). A hearing was held
in November 1999, and the PLB, with one member dissenting, rendered an
award on January 8, 2001 against C&W, ordering the reinstatement of those
claimants who intend to return to work for C&W, at their
-8-
prior seniority, with back pay and benefits, net of interim wages earned
elsewhere. On February 6, 2001, C&W filed a petition for review of that
award in the District Court for the District of Colorado, and intends to
pursue this matter through the appropriate United States appellate court,
if necessary. Given the inability to determine the number of former
employees who intend to return to work at C&W and the extent to which the
adverse and mitigating factors discussed above will impact the liability
for back pay and benefits, it is not presently possible to estimate the
liability if there is ultimately an adverse determination.
The Transportation-Communications International Union, Brotherhood Railway
Carmen Division, representing six of those former employees, asserted that
their members were protected under the terms of the collective bargaining
agreement and pursued their claim before a separate PLB. A hearing was
held in January 2001, and that PLB, with one member dissenting, rendered
an award on March 14, 2001 against C&W, ordering the reinstatement of those
claimants who intend to return to work for C&W, at their prior seniority,
with back pay and benefits, net of interim wages earned elsewhere. The
Company is determining whether to appeal the matter, but given the
inability to determine the number of former employees who intend to return
to work at C&W and the extent to which the adverse and mitigating factors
discussed above will impact the liability for back pay and benefits, it is
not presently possible to estimate the liability if there is ultimately an
adverse determination.
Of the remaining former employees, the claims are either pending or have
been adjudicated in favor of C&W. For the matter that is still pending,
C&W intends to vigorously defend itself, and believe that it has
meritorious defenses against the outstanding claim. For the claim that has
been decided in its favor, there is no assurance that further appeals will
not be pursued by the claimant or the union. The outcome of such
proceedings is inherently uncertain, and it is not possible to estimate any
potential settlement amount that would result from adverse court or
arbitral decisions.
-9-
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:
Three Months Ended March 31,
-----------------------------
2001 2000
-------- --------
Total tonnage sold:
Oregon Steel Division:
Plate and Coil 150,300 206,600
Welded pipe 57,200 38,800
-------- --------
Total Oregon Steel Division 207,500 245,400
-------- --------
RMSM Division:
Rail 55,100 75,000
Rod and Bar 106,100 94,600
Seamless Pipe 29,200 -
Semi-finished 2,700 16,500
-------- --------
Total RMSM Division 193,100 186,100
-------- --------
Total Company 400,600 431,500
======== ========
Sales (in thousands):
Oregon Steel Division $ 95,023 $ 99,207
RMSM Division 72,457 65,696
-------- --------
Total Company $167,480 $164,903
======== ========
Average selling price per ton:
Oregon Steel Division $458 $404
RMSM Division $375 $353
Company Average $418 $382
Sales increased 1.6 percent for the first quarter on a year over year
basis, to $167.5 million for the first quarter of 2001 from $164.9 million for
the first quarter in 2000, while the consolidated average selling price
increased to $418 per ton for 2001 from $382 per ton for 2000. The increase in
average selling price is primarily due to a shift in product mix from plate and
coil products to welded and seamless pipe products, partially offset by lower
selling prices for the Company's rail and rod and bar products.
-10-
OREGON STEEL MILLS, INC.
The Company's shipments decreased 7.2 percent to 400,600 tons for the
first quarter of 2001 from 431,500 tons for the first quarter of 2000. The
decrease in shipments was primarily the result of decreased shipments of plate
products by the Oregon Steel Division and a decrease in rail and semi-finished
product shipments by the RMSM Division, partially offset by increased shipments
of welded pipe products by the Oregon Steel Division and seamless pipe and rod
and bar products by the RMSM Division.
The Oregon Steel Division shipped 207,500 tons of plate, coil and welded
pipe products at an average selling price of $458 per ton during the first
quarter of 2001 as compared to 245,400 tons of product at an average selling
price of $404 per ton for the corresponding period for 2000. The increase in the
average selling price is due primarily to a shift in product mix from plate and
coil to large diameter welded pipe, as welded pipe generally has a higher
average selling price than plate and coil, and to an increase in the average
selling price for plate as compared to average selling price one year ago.
Welded pipe shipments during the first quarter of 2001 were significantly
greater than in the comparable period in 2000, increasing to 57,200 tons for
2001 from 38,800 tons for 2000. The level of shipments of welded pipe during
2000 was the result of a general lack of market demand for pipe products. During
the first quarter of 2001, the Oregon Steel Division plate mill produced 205,300
tons of plate and coil products compared to 217,600 tons for the first quarter
of 2000. However, shipments to non-affiliated plate and coil customers during
the first quarter of 2001 were 150,300 tons compared to 206,600 tons during the
corresponding 2000 period, primarily due to a greater percentage of plate
production being required during 2001 to fulfill the welded pipe orders than
during 2000.
The RMSM Division shipped 193,100 tons of rail, rod and bar, seamless pipe
and semifinished products at an average selling price of $375 per ton for the
first quarter of 2001, compared to 186,100 tons of product at an average selling
price of $353 per ton for the first quarter of 2000. The increase in shipments
is a result of an increase in seamless pipe and rod and bar product shipments,
partially offset by a decrease in rail and semi-finished shipments. Due to
adverse market conditions, the division did not ship any seamless products
during 2000 until the seamless mill was reopened in October 2000, after those
market conditions had improved. The increase in average selling price is a
result of the shift in product mix to seamless pipe partially offset by reduced
average selling prices for the division's rod and bar and rail products.
Seamless pipe products have the highest average selling prices of the division's
products. The division shipped 55,100 tons of rail for the first quarter of 2001
compared to 75,000 tons for the first quarter of 2000, primarily due to a major
rail customer canceling its orders due to a significant reduction of its capital
spending program.
Gross profit for the first quarter of 2001 was $7.5 million or 4.5 percent
compared to $3.3 million or 2.0 percent for the first quarter of 2000. The $4.2
million increase in gross profit was primarily due to the increase in shipments
of and improved profitability for welded pipe and seamless pipe, and higher
average selling prices for plate products. These factors were partially offset
by a decrease in the profitability of rail products due to the cutback in
shipments discussed above, a decrease in the average selling price of welded
pipe and rod and bar products, decreased shipments of semi-finished products and
higher energy costs, primarily for natural gas.
Selling, general and administrative expenses for the first quarter of 2001
increased $1.2 million from the corresponding 2000 period and increased as a
percentage of sales to 8.3 percent in the first quarter of 2001, from 7.6
percent for the corresponding 2000 period. The increase in cost is primarily due
to increased shipping costs associated with the increased welded and seamless
pipe shipments.
Total interest expense for the first quarter of 2001 was $9.1 million
compared to $8.5 million for the corresponding 2000 period. The increase in
expense was primarily due to an increase in the average borrowing outstanding
for the first quarter in 2001 as compared to the first quarter in 2000.
The Company's effective income tax rates for state and federal taxes were
a benefit of 37.0 percent and 38.1 percent for the three month period ended
March 31, 2001 and 2000, respectively.
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Liquidity and Capital Resources
-------------------------------
At March 31, 2001, the Company's liquidity, comprised of cash, cash
equivalents, and funds available under the revolving credit agreement ("Credit
Agreement"), totaled approximately $49.1 million compared to $36.9 million at
December 31, 2000.
Cash flow from operations for the three month period ended March 31, 2001
was $3.6 million compared to $3.9 million in the respective period of 2000. The
major items causing the decrease were a smaller decrease in inventories for 2001
than for 2000 ($6.0 million), partially offset by a smaller increase in net
receivables for 2001 than for 2000 ($2.8 million), a smaller loss for 2001 than
for 2000 ($1.2 million), and a smaller decrease in deferred taxes for 2001 than
for 2000 ($1.3 million).
Net working capital at March 31, 2001 decreased $11 million from $108.8
million at December 31, 2000 to $97.8 million at March 31, 2001, reflecting a
$3.1 million decrease in current assets and a $7.9 million increase in current
liabilities. The decrease in current assets was primarily due to decreased
inventories ($7.7 million), partially offset by increased trade accounts
receivable ($3.1 million). The increase in current liabilities was due to
increased accrued expenses ($7.3 million), related in part to the accrued
interest for the 11% First Mortgage Notes ("Notes"), and the increase in current
portion of long-term debt ($4.6 million), partially offset by reduced accounts
payable ($4.1 million) related to the lower inventory.
The Company has $228.3 million principal amount of Notes due 2003, payable
to outside parties, which bear interest at 11 percent. 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 property, plant and equipment and
certain other assets of the Company (exclusive of Camrose) and the Guarantors.
The collateral does not include, among other things, accounts receivable and
inventory. 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 March 31, 2001.
On December 1, 2000, the Company entered into the Credit Agreement, which
expires on April 30, 2003. The Guarantors guarantee the Credit Agreement. The
amount available is the lesser of $125 million or the sum of the product of the
Company's eligible domestic accounts receivable and inventory balances and
specified advance rates. The Credit Agreement and guarantees are secured by
these assets in addition to a shared security interest in certain equity and
intercompany interests of the Company. At the Company's election, interest on
the Credit Agreement is based on either the Eurodollar rate plus a margin of
2.75 percent, or the prime rate plus a margin of .5 percent. As of March 31,
2001, the average interest rate for the Credit Agreement was 8.83 percent. The
unused line fees are .38 percent of the difference from $125 million and the
amount outstanding, including letters of credit. The Credit Agreement contains
various restrictive covenants including minimum consolidated tangible net worth,
minimum earnings before interest, taxes, depreciation and amortization coverage
ratio, maximum annual capital expenditures, limitations on stockholder dividends
and limitations on incurring new or additional debt obligations other than
borrowings provided by the Credit Agreement. The Company cannot issue cash
dividends without prior approval from the lenders. There is a fee payable in the
event the Credit Agreement is terminated prior to April 30, 2003, decreasing
after each subsequent anniversary of the Credit Agreement's obligation. At March
31, 2001, the outstanding balance on the Credit Agreement was $71.3 million.
The Company is able to draw up to $15 million of the borrowings available
under the Credit Agreement to support issuance of letters of credit and similar
contracts. At March 31, 2001, $5.2 million was restricted under outstanding
letters of credit.
CF&I incurred $67.5 million in term debt in 1993 as part of the purchase
price of certain assets, principally the Pueblo, Colorado steelmaking and
finishing facilities, from CF&I Steel Corporation. This debt is without stated
collateral and is payable over ten years, bearing interest at 9.5 percent. As of
March 31, 2001, the outstanding balance on the debt was $23.2 million, of which
$9.9 million was classified as long-term.
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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 borrowings under this facility are limited to an amount
equal to the sum of the product of specified advance rates and Camrose's
eligible trade accounts receivable and inventories. The facility 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. As of March 31, 2001, the interest rate of this facility was 7.5
percent. Annual commitment fees are .25 percent of the unused portion of the
credit line. At March 31, 2001, the outstanding balance under the credit
facility was $193,000.
During the first three months of 2001, the Company expended (exclusive of
capital interest) approximately $164,000 and $3.1 million on capital projects at
the Oregon Steel Division and the RMSM Division, respectively.
Despite the unfavorable operating results for the quarter ended March 31,
2001, the Company has been able to fulfill its needs for working capital and
capital expenditures, due in part on its ability to secure adequate financing
arrangements. The Company expects that operations will continue for the
remainder of 2001, with the realization of assets, and discharge of liabilities
in the ordinary course of business. The Company believes that its prospective
needs for working capital and capital expenditures will be met from cash flows
generated by operations and borrowings pursuant to the Credit Agreement. If
operations are not consistent with management's plans, there is no assurance
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
alternative financing arrangements. There is no assurance that such sources of
financing 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. In that event, the holders of such
indebtedness may be able to declare all indebtedness owing to them to be due and
payable immediately, and to proceed against their collateral, if applicable.
These actions would likely have a material adverse effect on the Company.
The Company is currently in compliance with the restrictive debt covenants
applicable to its financing arrangements; however, the Company anticipates that
given the current unfavorable market conditions, it is unlikely that the Company
will continue to remain in compliance with these covenants as presently
structured. The Company is currently in preliminary discussions with its lenders
to restructure the Credit Agreement, if required, to provide additional
operating and financial flexibility.
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 1, "Consolidated Financial Statements - Note 6, Contingencies"
for discussion of claims adjudicated in the first quarter of 2001 regarding the
former employees of the Colorado & Wyoming Railway Company, a wholly owned
subsidiary of New CF&I, which arose from the labor dispute.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on April 26, 2001. The
stockholders elected Messrs. Joe E. Corvin and John A. Sproul as directors, to
serve until April 2004. Messrs. Corvin and Sproul were elected by a vote of
20,059,298 and 22,832,946 shares, respectively, for; 3,254,491 and 480,843
shares, respectively, withheld authority to vote; and broker non-votes totaled
2,463,015 shares.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed by the
Registrant during the quarter ended March 31, 2001.
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: May 15, 2001 /s/ Jeff S. Stewart
------------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)
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