10-Q/A 1 q3rdqtr2002-a.htm AMENDED 3RD QUARTER 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended July 31, 2002

OR

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

For the transition period from                                  to                                
 
Commission file number 0-2389
 
ROANOKE ELECTRIC STEEL CORPORATION
(Exact name of Registrant as specified in its charter)

                Virginia                      54-0585263     
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
102 Westside Blvd., N.W., Roanoke, Virginia      24017     
(Address of principal executive offices) (Zip Code)
   
                                (540) 342-1831                                
(Registrant's telephone number, including area code )
 
                                          N/A                                     
(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, 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 of the Registrant's classes of common stock, as of July 31, 2002.

10,942,813 Shares outstanding

 


 

ROANOKE ELECTRIC STEEL CORPORATION

FORM 10-Q

CONTENTS

  Page
1. Part I - Financial Information 3 - 14
     Item 1. Financial Statements  
   
             a. Consolidated Balance Sheets 3
             b. Consolidated Statements of Earnings (Loss) 4
             c. Consolidated Statements of Cash Flows 5
             d. Notes to Consolidated Financial Statements 6 - 9
             e. Independent Accountants' Report 10
   
     Item 2. Management's Discussion and Analysis of Financial Condition  
                  and Results of Operations 11 - 13
   
     Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
   
2. Part II - Other Information 15
     Item 1. Legal Proceedings 15
     Item 6. Exhibits and Reports on Form 8-K 15
   
3. Signatures and Certifications 16 - 18
   
4. Exhibit Index pursuant to Regulation S-K 19
   
5. Exhibits  
             a. Steel of West Virginia Collective Bargaining Agreement

20

   

 


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.

      ROANOKE ELECTRIC STEEL CORPORATION
      Registrant
         
         
         
Date  August 29, 2002     /s/                   Donald G. Smith                      
      Donald G. Smith, Chairman, President,  
      Treasurer and Chief Executive Officer  
      (Principal Financial Officer)  
         
         
Date  August 29, 2002     /s/                   John E. Morris                     
      John E. Morris, Vice President-Finance  
      and Assistant Treasurer  
      (Chief Accounting Officer)  
         
 

 

CERTIFICATIONS (SECTION 906)

Each of the undersigned hereby certifies in his capacity as an officer of Roanoke Electric Steel Corporation (the "Company"), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of the Company on Form 10-Q for the quarter ended July 31, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

  Date:  August 29, 2002.

 

/s/   Donald G. Smith                             
Donald G. Smith, Chairman, President,
Treasurer and Chief Executive Officer
     (Principal Executive Officer)
     (Principal Financial Officer)

 

/s/   John E. Morris                                 
John E. Morris, Vice President-Finance
       and Assistant Treasurer
     (Chief Accounting Officer)

 


 

CERTIFICATIONS (SECTION 302)

I, Donald G. Smith, certify that:
  1. I have reviewed this quarterly report on Form 10-Q of Roanoke Electric Steel Corporation;
     
  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
     
  4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
    a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
    c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
     
  5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
    a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
     
  6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
     

Date: August 29, 2002

/s/   Donald G. Smith                                  
Donald G. Smith, Chairman, President,
Treasurer and Chief Executive Officer
     (Principal Executive Officer)
     (Principal Financial Officer)

 


 

CERTIFICATIONS (SECTION 302)

I, John E. Morris, certify that:
  1. I have reviewed this quarterly report on Form 10-Q of Roanoke Electric Steel Corporation;
     
  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
     
  4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
    a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
    c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
     
  5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
    a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
     
  6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
     

Date: August 29, 2002

/s/   John E. Morris                                  
John E. Morris, Vice President-Finance
         and Assistant Treasurer
     (Chief Accounting Officer)