-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FkCtE2PaPuYU7wvIYnZhfBUgW6TJlFt0mkqexp3ooEsdqroQmN+uvY4I/FNr5AmD n0K+M4AdbIza91arkMQKTQ== 0000950131-02-004329.txt : 20021112 0000950131-02-004329.hdr.sgml : 20021111 20021112164001 ACCESSION NUMBER: 0000950131-02-004329 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021108 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL STEEL CORP CENTRAL INDEX KEY: 0000070578 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 250687210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00983 FILM NUMBER: 02817589 BUSINESS ADDRESS: STREET 1: 4100 EDISON LAKES PARKWAY CITY: MISHAWAKA STATE: IN ZIP: 46545-3440 BUSINESS PHONE: 2192737000 MAIL ADDRESS: STREET 1: 4100 EDISON LAKE PARKWAY CITY: MISHAWAKA STATE: IN ZIP: 46545-3440 8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2002 (November 8, 2002) NATIONAL STEEL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-983 25-0687210 (Commission File Number) (IRS Employer Identification No.) 4100 Edison Lakes Parkway, Mishawaka, IN 46545-3440 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 574-273-7000 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE National Steel Corporation issued a press release on November 8, 2002 announcing a net profit for the third quarter 2002. A copy of this press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Press release dated November 8, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL STEEL CORPORATION Date: November 12, 2002 By: /s/ Kirk A. Sobecki --------------------------- Kirk A. Sobecki Senior Vice President and Chief Financial Officer EX-99.1 3 dex991.txt PRESS RELEASE DATED NOVEMBER 8, 2002 Exhibit 99.1 [LOGO OF NATIONAL STEEL] National Steel Corporation 4100 Edison Lakes Parkway Mishawaka, IN 46545-3440 NEWS RELEASE - ------------ Media Contact: Tamara J. Freeman 574-273-7558 Analyst / Investor Contact: William E. McDonough 574-273-7414 NATIONAL STEEL REPORTS NET PROFIT FOR THIRD QUARTER 2002 Mishawaka, IN, November 8, 2002 -- National Steel Corporation today reported net income of $3.5 million for the third quarter of 2002. This represents a significant improvement over the net loss of $34.0 million for the second quarter of 2002 and the net loss of $152.8 million for the third quarter of 2001. The third quarter 2002 reported net income includes a $3.2 million gain on the sale of undeveloped real estate finalized during the quarter and an $8.3 million charge for the annual planned maintenance outage at its pellet operation. The third quarter 2001 results were negatively impacted by a $10.9 million charge related to the write-off of a portion of a new computer system. "Our return to profitability is the result of not only recent demand and price improvements but also our focus on improving our product mix and quality and our continuing cost reduction efforts," stated Mineo Shimura, chairman and chief executive officer. Net sales for the current quarter were $694.2 million, an increase of 9% from the third quarter of 2001, while steel shipments for the quarter of 1,327,000 tons were 12% lower than the year-earlier period. The lower shipment levels were primarily the result of continuing to keep one of its blast furnaces at the Great Lakes operations idled. The Company achieved a $93 per ton improvement in average selling price from the third quarter of 2001 and a $24 per ton improvement over the second quarter of 2002. This improvement was achieved by increasing the shipment of value-added products to 63% of total prime shipments in the third quarter of 2002 as compared to 52% in the third quarter of 2001 and by capitalizing on increases in spot market prices for the Company's products. "Our customers continue to support our efforts to emerge from Chapter 11. We have significantly improved our sales to the automotive market, which is one of our key strategies. Our shipments were over 60% higher than the prior year to this market," stated Mr. Shimura. The average selling price improvement along with lower raw materials costs, better yields and lower overall spending resulted in the Company reporting an operating profit of $8.2 million before reorganization items for the third quarter of 2002. This is an improvement of $124.2 million from the year-earlier quarter. In addition, EBITDA (earnings before interest, taxes, depreciation and amortization) was $48.6 million for the third quarter of 2002. The Company has generated positive EBITDA for five consecutive months and has a positive EBITDA for the year to date. Exhibit 99.1 FINANCIAL POSITION AND LIQUIDITY Total liquidity from cash and availability under the Company's DIP credit facility, after adjusting for all required reserves and letters of credit outstanding, amounted to $237 million at September 30, 2002 an increase of $24 million as compared to June 30, 2002. Total borrowings under the DIP facility amounted to $96 million at September 30, 2002 as compared to $78 million at June 30, 2002. The increase in borrowing levels during the third quarter 2002 is primarily the result of increased raw materials inventory levels in anticipation of increased steel production at the Great Lakes operations and steel inventory increases to support the Company's sales and marketing efforts. "Our liquidity position continues to improve and remains at a high level. This reflects our focus on cash flow and the support we are receiving from the vendor community. Many of our vendors and suppliers have returned us to normal payment terms. This should provide great comfort to our vendors, customers and employees," stated Mr. Shimura. During the third quarter 2002 the Company funded $6 million in capital expenditures. Total capital spending for the first nine months of 2002 amounted to $14 million. It is expected that total capital spending for 2002 will be approximately $45 million with the increased spending in the fourth quarter of 2002 occurring at the Great Lakes blast furnace and as part of other scheduled maintenance outages throughout the Company. OUTLOOK It is anticipated that steel shipments in the fourth quarter of 2002 will be at approximately the same level as the third quarter of 2002. Average selling prices could decline by 2% - 3% for the quarter given the restarting of several competitors' idled facilities affecting overall steel supply. Additionally, the Company anticipates a seasonal decline in the automotive and container markets, which will negatively affect product mix. Several maintenance outages are scheduled for the fourth quarter which are anticipated to negatively impact costs by $15 to $20 million as compared to the third quarter of 2002. The combination of these items is expected to result in a net loss for the fourth quarter. Borrowings under the DIP facility are expected to increase during the fourth quarter primarily as a result of the planned maintenance outages, increases in capital spending and the normal seasonal build-up of raw materials inventories. It is expected that availability under the DIP facility will be in excess of $200 million at the end of the year providing strong liquidity as the Company goes into 2003. As a result of continuing declines in the financial markets, which have negatively impacted the value of pension assets and the utilization of a lower interest rate to measure pension liabilities, the Company expects to increase its minimum pension liability at December 31, 2002. This will result in a non-cash charge to other comprehensive income of approximately $450 million during the fourth quarter of 2002. All statements contained in this release, other than historical information, are forward-looking statements. A variety of factors could cause business conditions and the Company's actual results to differ materially from those expected by the Company or expressed in the Company's forward-looking statements. Additional information concerning these factors is available in the Company's most recent Form 10-K for the year ended December 31, 2001. Headquartered in Mishawaka, Indiana, National Steel Corporation is one of the nation's largest producers of carbon flat-rolled steel products, with annual shipments of approximately six million tons. National Steel Corporation employs approximately 8,200 employees. Please visit the Company's web site at www.nationalsteel.com for more information on the Company and its products and facilities. Exhibit 99.1 NATIONAL STEEL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In Millions of Dollars, except per share data) (Unaudited)
Three Months Nine Months Ended September 30, Ended September 30, ------------------------------ ------------------------------ 2002 2001 2002 2001 ------------ ------------- ------------- ------------- Net sales $694.2 $ 637.0 $1,956.3 $1,899.6 Cost of products sold 619.4 670.3 1,843.9 1,976.8 Selling, general and administrative expense 26.9 30.6 93.8 98.6 Depreciation 40.4 42.2 120.9 126.1 Equity income of affiliates (0.7) (1.0) (2.6) (2.3) Unusual items -- 10.9 -- (17.1) ------------ ------------- ------------- ------------- Income (loss) from operations 8.2 (116.0) (99.7) (282.5) Reorganization items 4.5 -- 18.1 -- Other (income) expense Financing costs (net) 3.2 16.0 21.7 47.7 Net gain on disposal of assets (3.2) (0.9) (3.2) (2.4) ------------ ------------- ------------- ------------- -- 15.1 18.5 45.3 ------------ ------------- ------------- ------------- Income (loss) before income taxes, extraordinary item and cumulative effect of an accounting change 3.7 (131.1) (136.3) (327.8) Income tax (credit) 0.2 19.7 (52.6) 59.2 ------------ ------------- ------------- ------------- Income (loss) before extraordinary item and cumulative effect of an accounting change 3.5 (150.8) (83.7) (387.0) Extraordinary item -- (2.0) -- (2.0) Cumulative effect of an accounting change (net of $0 tax) -- -- -- 17.2 ------------ ------------- ------------- ------------- Net income (loss) $ 3.5 $(152.8) $ (83.7) $ (371.8) ============ ============= ============= ============= Operating Statistics (in thousands of tons): Shipments 1,327 1,512 4,059 4,507 Production 1,474 1,568 4,286 4,673
Exhibit 99.1 NATIONAL STEEL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In Millions of Dollars)
September 30, December 31, September 30, December 31, 2002 2001 2002 2001 --------------- ---------------- --------------- --------------- (Unaudited) (Unaudited) Assets Liabilities and Stockholders' Equity Cash and cash equivalents $ 14.8 $ 3.8 Current liabilities $ 253.5 $ 714.6 Receivables - net 255.4 224.2 Long-term debt -- 809.7 Inventories 337.7 390.4 Other long-term Other 33.8 15.5 liabilities 132.4 1,094.0 Deferred tax assets 3.2 3.2 Liabilities subject to 2,205.4 -- compromise -------- -------- -------- -------- Total current assets 644.9 637.1 Total Liabilities 2,591.3 2,618.3 Property, plant and equipment - net 1,272.5 1,385.3 Stockholders' Other assets 281.7 285.2 Deficit (392.2) (310.7) -------- -------- -------- -------- $2,199.1 $2,307.6 $2,199.1 $2,307.6 ======== ======== ======== ========
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Millions of Dollars) (Unaudited)
Nine Months Ended September 30, 2002 2001 ----------------- ---------------- Cash provided by (used in) operating activities: Net income (loss) $ (83.7) $(371.8) Depreciation 120.9 126.1 Reorganization items 18.1 -- Unusual item -- 10.9 Extraordinary item -- 2.0 Cumulative effect of an accounting -- (17.2) change Net gain on disposal of assets (3.2) (2.4) Deferred income taxes -- 58.6 Working capital items: Receivables (39.8) 12.1 Receivables allowance 8.6 (0.3) Receivables sold -- (95.0) Inventories 52.8 46.0 Accounts payable & accrued liabilities 157.5 (15.9) All other 28.2 26.7 ------- ------- Net Cash provided by (used in) operating activities before reorganization items 259.4 (220.2) Reorganization items (11.2) -- ------- ------- Net Cash provided by (used in) operating activities 248.2 (220.2) Cash used in investing activities: Purchases of property, plant and equipment (net) (14.1) (40.9) Net proceeds from settlement 5.3 -- Net proceeds from the sale of assets 7.0 1.9 ------- ------- (1.8) (39.0) Cash provided by (used in) financing activities: Repayment of debt (10.5) (22.9) Borrowings, net (216.9) 282.2 Debt issuance costs (5.6) -- ------- ------- (233.0) 259.3 ------- ------- Increase (decrease) in cash and cash equivalents: 13.4 0.1 Cash and cash equivalents at the beginning of the period 1.4 1.6 ------- ------- Cash and cash equivalents at the end of the period $ 14.8 $ 1.7 ======= =======
NATIONAL STEEL CORPORATION RECONCILIATION OF NON-GAAP MEASURES (Unaudited) Exhibit 99.1 (In Millions of Dollars)
Three Months Nine Months Ended September 30, Ended September 30, ---------------------------- ---------------------------- 2002 2001 2002 2001 ---------- ----------- ----------- ----------- EBITDA Reconciliation Net income (loss) $ 3.5 $(152.8) $(83.7) $(371.8) Depreciation 40.4 42.2 120.9 126.1 Reorganization items 4.5 -- 18.1 -- Financing costs 3.2 16.0 21.7 47.7 Net gain on disposal of assets (3.2) (0.9) (3.2) (2.4) Income tax (credit) 0.2 19.7 (52.6) 59.2 Extraordinary item -- 2.0 -- 2.0 Cumulative effect of an accounting change (net of $0 tax) -- -- -- (17.2) ---------- ----------- ----------- ----------- EBITDA $ 48.6 $ (73.8) $ 21.2 $(156.4) ========== =========== =========== ===========
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