-----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, AacoQobqfeef4KSOsg9fV18IuUNZMEfrgPnDd/+53fQ7sJXMzifBOeJSNOA+iEwD wk8biwG8PPXXbzKINlJ9iA== 0000910394-00-000002.txt : 20000503 0000910394-00-000002.hdr.sgml : 20000503 ACCESSION NUMBER: 0000910394-00-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000401 FILED AS OF DATE: 20000502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY ELECTRIC STEEL INC /DE/ CENTRAL INDEX KEY: 0000910394 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 611244541 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22416 FILM NUMBER: 617277 BUSINESS ADDRESS: STREET 1: P O BOX 3500 CITY: ASHLAND STATE: KY ZIP: 41105-3500 BUSINESS PHONE: 6069291222 MAIL ADDRESS: STREET 1: P O BOX 3500 CITY: ASHLAND STATE: KY ZIP: 41105-3500 10-Q 1 FORM 10-Q 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 April 1, 2000 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 No. 0-22416 KENTUCKY ELECTRIC STEEL, INC. (Exact name of Registrant as specified in its charter) Delaware 61-1244541 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P. O. Box 3500, Ashland, Kentucky 41105-3500 (Address of principal executive office, Zip Code) (606) 929-1222 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 The number of shares outstanding of each of the issuer's classes of common stock, as of May 2, 2000, is as follows: 4,073,251 shares of voting common stock, par value $.01 per share. KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) Apr. 1, Sept. 25, 2000 1999 ASSETS CURRENT ASSETS Cash and cash equivalents $ 143 $ 1 Accounts receivable, less allowance for doubtful accounts and claims of $475 at April 1, 2000 and $430 at September 25, 1999 15,321 14,180 Inventories 22,333 22,751 Operating supplies and other current assets 5,810 5,294 Refundable income taxes 80 3 Deferred tax assets 747 683 Total current assets 44,434 43,407 PROPERTY, PLANT AND EQUIPMENT Land and buildings 4,765 4,621 Machinery and equipment 45,439 45,324 Construction in progress 2,587 2,470 Less - accumulated depreciation (20,230) (18,307) Net property, plant and equipment 32,561 34,108 DEFERRED TAX ASSETS 5,365 5,253 OTHER ASSETS 599 173 Total assets $ 82,959 $ 82,941 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Advances on line of credit $ 16,290 $ 14,510 Accounts payable 7,878 8,731 Capital expenditures payable 186 335 Accrued liabilities 3,445 3,988 Current portion of long-term debt 3,458 125 Total current liabilities 31,257 27,689 LONG-TERM DEBT 16,667 20,000 Total liabilities 47,924 47,689 SHAREHOLDERS' EQUITY Preferred stock, $.01 par value, 1,000,000 shares authorized, no shares issued - - Common stock, $.01 par value, 15,000,000 shares authorized 5,011,832 and 5,003,874 shares issued, respectively 50 50 Additional paid-in capital 15,753 15,728 Less treasury stock - 936,081 and 932,581 shares at cost, respectively (4,279) (4,272) Deferred compensation (7) (30) Retained earnings 23,518 23,776 Total shareholders' equity 35,035 35,252 Total liabilities and shareholders' equity $ 82,959 $ 82,941 See notes to condensed consolidated financial statements
KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands, Except Per Share Data) (Unaudited) Three Months Ended Six Months Ended Apr. 1, Mar. 27, Apr. 1, Mar. 27, 2000 1999 2000 1999 NET SALES $ 29,448 $ 25,952 $ 58,477 $ 51,576 COST OF GOODS SOLD 26,390 23,991 53,800 47,540 Gross profit 3,058 1,961 4,677 4,036 SELLING AND ADMINISTRATIVE EXPENSES 1,854 1,944 3,824 3,633 Operating income 1,204 17 853 403 INTEREST INCOME AND OTHER 29 25 49 50 INTEREST EXPENSE (647) (567) (1,317) (1,120) Income (loss) before income taxes 586 (525) (415) (667) PROVISION (CREDIT) FOR INCOME TAXES 224 (198) (157) (252) Net income (loss) $ 362 $ (327) $ (258) $ (415) NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED $ .09 $ (.08) $ (.06) $ (.10) WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 4,077,771 4,060,355 4,075,805 4,103,766 WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 4,077,771 4,060,355 4,075,805 4,103,766 See notes to condensed consolidated financial statements
KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Six Months Ended Apr. 1, Mar. 27, 2000 1999 Cash Flows From Operating Activities: Net loss $ (258) $ (415) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 1,976 1,778 Change in deferred taxes (112) (393) Change in other (456) 1 Change in current assets and current liabilities: Accounts receivable (1,141) (1,401) Inventories 418 2,405 Operating supplies and other current assets (516) (203) Refundable income taxes 235 - Deferred tax assets (64) 41 Accounts payable (853) (371) Accrued liabilities (543) (726) Environmental liabilities - (25) Net cash flows from operating activities (1,314) 691 Cash Flows From Investing Activities: Capital expenditures (376) (1,944) Change in capital expenditures payable (149) (342) Net cash flows from investing activities (525) (2,286) Cash Flows From Financing Activities: Net advances on line of credit 1,780 2,569 Purchases of treasury stock (7) (1,018) Issuance of common stock 25 30 Net cash flows from financing activities 1,798 1,581 Net decrease in cash and cash equivalents (41) (14) Cash and Cash Equivalents at Beginning of Period 184 150 Cash and Cash Equivalents at End of Period $ 143 $ 136 Interest Paid, net of amount capitalized $ 1,262 $ 1,117 Income Taxes Paid $ - $ 100 See notes to condensed consolidated financial statements
For the Three For the Three Months Ended Months Ended April 1, 2000 March 27, 1999 Per Per Net Share Net Share Income Shares Amount Loss Shares Amount Amounts for Basic Earnings Per Share $ 362 4,077,771 $ .09 $ (327) 4,060,355 $(.08) Effect of Dilutive Securities Options - - - - - - Amounts for Diluted Earnings Per Share $ 362 4,077,771 $ .09 $ (327) 4,060,355 $(.08) For the Six For the Six Months Ended Months Ended April 1, 2000 March 27, 1999 Per Per Net Share Net Share Loss Shares Amount Loss Shares Amount Amounts for Basic Earnings Per Share $(258) 4,075,805 $(.06) $ (415) 4,103,766 $(.10) Effect of Dilutive Securities Options - - - - - - _ Amounts for Diluted Earnings Per Share $(258) 4,075,805 $(.06) $ (415) 4,103,766 $(.10)
The following options were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the applicable period: April 1, 2000 March 27, 1999 Transition stock options 53,907 89,343 Employee stock options 561,052 469,860 (5) Commitments and Contingencies The Company has various commitments for the purchase of materials, supplies and energy arising in the ordinary course of business. The Company is subject to various claims, lawsuits and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability and other matters, which seek remedies or damages. Costs to be incurred in connection with environmental matters are accrued when the prospect of incurring costs for testing or remedial action is deemed probable and such amounts can be estimated. The Company has no recorded reserves for environmental matters as of April 1, 2000. However, new information or developments with respect to known matters or unknown conditions could result in the recording of accruals in the periods in which they become known. The Company believes that any liability that may ultimately be determined with respect to commercial, product liability, environmental or other matters will not have a material effect on its financial condition or results of operations. KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General. The Company manufactures special bar quality alloy and carbon steel bar flats to precise customer specifications for sale in a variety of niche markets. Its primary markets are manufacturers of leaf-spring suspensions, cold drawn bar converters, flat bed truck trailer manufacturers and steel service centers. The Company's fiscal year ends on the last Saturday of September. The fiscal year normally consists of fifty-two weeks; however, the fiscal year ended September 30, 2000 has fifty-three weeks. The first six months of fiscal 2000 consists of twenty-seven weeks as compared to twenty-six weeks for the first six months of fiscal 1999. Net Sales. Net sales increased $3.4 million (13.5%) in the second quarter of fiscal 2000 to $29.4 million, as compared to $26.0 million for the second quarter of fiscal 1999. Net sales for the six months ended April 1, 2000 increased $6.9 million (13.4%) to $58.5 million, as compared to $51.6 million for the six months ended March 27, 1999. The increase in sales for both the second quarter and the first half of fiscal 2000 is attributed to a significant increase in shipments offset by a decrease in average selling price. Tons shipped increased 15.2% and 19.1% in the second quarter and first six months of fiscal 2000, respectively, as compared to the second quarter and first six months of fiscal 1999. The first six months of fiscal 2000 consisted of twenty-seven weeks as compared to twenty-six weeks for the first six months of fiscal 1999 (as discussed above), which favorably impacted shipments for the first half of fiscal 2000. The average selling price per ton was down 1.5% and 4.8% for the second quarter and first six months of fiscal 2000, respectively. The decrease in average selling price for the second quarter and first half of fiscal 2000 is attributed to a change in product mix as the Company increased its participation in the lower priced spring and commodity SBQ markets. The average selling price was also negatively impacted by market price reductions during fiscal 1999 partially offset by recently announced price increases. Cost of Goods Sold. Cost of goods sold increased $2.4 million (10.0%) in the second quarter of fiscal 2000 to $26.4 million, as compared to $24.0 million for the second quarter of fiscal 1999. As a percentage of net sales, cost of goods sold decreased from 92.4% for the second quarter of fiscal 1999 to 89.6% for the second quarter of fiscal 2000. Cost of goods sold for the six months ended April 1, 2000 increased $6.3 million (13.2%) to $53.8 million as compared to $47.5 million for the six months ended March 27, 1999. As a percentage of net sales, cost of goods sold decreased from 92.2% for the six months ended March 27, 1999 to 92.0% for the six months ended April 1, 2000. The increase in cost of goods sold for the second quarter and first six months of fiscal 2000 from the comparable periods in fiscal 1999 is primarily due to the increase in shipments (as discussed above) offset by a decrease in the per ton cost of tons shipped. The decrease in the per ton cost of tons shipped resulted from lower conversion costs due to increased productivity offset by higher scrap costs. The decrease in cost of goods sold as a percentage of net sales for the second quarter and first six months of fiscal 2000 as compared to the comparable periods of fiscal 1999 is primarily attributed to decreases in per ton costs partially offset by lower selling prices (as discussed above). Gross Profit. As a result of the above, the second quarter of fiscal 2000 reflected a gross profit of $3.1 million as compared to a gross profit of $2.0 million for the second quarter of fiscal 1999. As a percentage of net sales, gross profit increased from 7.6% for the second quarter of fiscal 1999 to 10.4% for the second quarter of fiscal 2000. Similarly, the six months ended April 1, 2000 reflected a gross profit of $4.7 million as compared to a gross profit of $4.0 million for the six months ended March 27, 1999. As a percentage of net sales, gross profit increased from 7.8% for the first six months of fiscal 1999 to 8.0% for the first six months of fiscal 2000. Selling and Administrative Expenses. Selling and administrative expenses include salaries and benefits, corporate overhead, insurance, sales commissions and other expenses incurred in the executive, sales and marketing, shipping, personnel, and other administrative departments. Selling and administrative expenses decreased by $90,000 for the second quarter of fiscal 2000 as compared to the same period in fiscal 1999. Selling and administrative expenses increased by $191,000 for the first six months of fiscal 2000 as compared to the same period in fiscal 1999. As a percentage of net sales, such expenses decreased from 7.5% for the second quarter of fiscal 1999 to 6.3% for the second quarter of fiscal 2000. As a percentage of net sales, such expenses decreased from 7.0% for the six months ended March 27, 1999 to 6.5% for the six months ended April 1, 2000. The decrease in selling and administrative expenses in the second quarter of fiscal 2000 as compared to the second quarter of fiscal 1999 is primarily due to decreases in self-insured health benefit costs and legal expenses. The increase in selling and administrative expenses for the first six months of fiscal 2000 as compared to the first six months of fiscal 1999 is primarily due to the additional week in the first six months of fiscal 2000 as compared to the first six months of fiscal 1999(as discussed above) combined with an increase in sales commissions offset somewhat by a decrease in legal fees. Operating Income. For the reasons described above, the second quarter of fiscal 2000 reflected operating income of $1.2 million as compared to an operating income of $17,000 for the second quarter of fiscal 1999. As a percentage of net sales, operating income increased from .1% in the second quarter of 1999 to 4.1% in the second quarter of 2000. Similarly, the six months ended April 1, 2000 reflected operating income of $.9 million as compared to operating income of $.4 million for the six months ended March 27, 1999. As a percentage of net sales, operating income increased from .8% for the six months ended March 27, 1999 to 1.5% for the six months ended April 1, 2000. Interest Expense. Interest expense increased by $80,000 for the three months ended April 1, 2000 from $567,000 for the second quarter of fiscal 1999 to $647,000 for the second quarter of fiscal 2000. Interest expense increased by $197,000 for the six months ended April 1, 2000 from $1.1 million for the six months ended March 27, 1999 to $1.3 million for the six months ended April 1, 2000. The increase in interest expense for the second quarter and first six months of fiscal 2000 is due to an increase in the average amount outstanding and an increase in the interest rate on the Company's line of credit. Also contributing to the increase in interest expense for the first six months of fiscal 2000 is the additional week in the first six months of fiscal 2000 (as discussed above). Net Income (Loss). As a result of the above, the second quarter of fiscal 2000 reflected a net income of $.4 million as compared to a net loss of $.3 million for the second quarter of fiscal 1999. Similarly, the six months ended April 1, 2000 reflected a net loss of $.3 million as compared to net loss of $.4 million for the six months ended March 27, 1999. Liquidity and Capital Resources The cash flows used by operating activities were $1.3 million for the first six months of fiscal 2000 as compared to cash flows provided of $.7 million for the first six months of fiscal 1999. The first six months of fiscal 2000 reflect the net loss of $.3 million, $2.0 million in depreciation and amortization, an increase in accounts receivable of $1.1 million, an increase in operating supplies and other current assets of $.5 million, a decrease in accounts payable of $.9 million, and a decrease in accrued liabilities of $.5 million. The increase in accounts receivable is due to the increase in tons shipped. The decrease in accounts payable is due to the timing of payments made on open accounts. The decrease in accrued liabilities is attributed to the annual deposit of profit sharing and 401K matching funds with the trustee. The increase in operating supplies and other current assets is due to an increase in prepaid expenses. The first six months of fiscal 1999 cash flows reflect a net loss of $.4 million, $1.8 million in depreciation and amortization, a $2.4 million decrease in inventories, a $1.4 million increase in accounts receivable and a $.7 million decrease in accrued liabilities. The cash flows used by investing activities were $.5 million for the first six months of fiscal 2000 as compared to $2.3 million for the first six months of fiscal 1999. The cash flows used by investing activities for the first six months of fiscal 2000 consist of $.4 million in capital expenditures and a reduction in capital expenditures payable of $.1 million. The cash flows used by investing activities for the first six months of fiscal 1999 consist of capital expenditures of $1.9 million and a reduction in capital expenditures payable of $.3 million. The cash flows provided from financing activities were $1.8 million for the first six months of fiscal 2000 as compared to $1.6 million for the first six months of fiscal 1999. The cash flows provided from financing activities for the first six months of fiscal 2000 reflect net advances of $1.8 million on the Company's line of credit which were used primarily for working capital needs and capital expenditures. The cash flows provided from financing activities for the first six months of fiscal 1999 reflect net advances of $2.6 million on the Company's line of credit which were used primarily for capital expenditures and for the purchase of treasury stock. Working capital at April 1, 2000 was $13.2 million as compared to $15.7 million at September 25, 1999, and the current ratio was 1.4 to 1.0 as compared to 1.6 to 1.0. The Company's primary ongoing cash requirements are for capital expenditures and ongoing working capital requirements. In addition, principal payments on the unsecured senior notes commence on November 1, 2000 and are due in equal installments of $3.3 million over six years. The two sources for the Company's liquidity are internally generated funds and its bank credit facility. The Company has a $24.5 million unsecured bank credit facility, which expires January 31, 2002. Borrowings are limited to defined percentages of eligible inventory and accounts receivable. As of April 1, 2000, the Company had $16.3 million outstanding and $5.6 million available under its line of credit. The Company believes that the bank credit facility and internally generated funds will be sufficient to fund its ongoing cash needs. Year 2000 Compliance The following Year 2000 discussion is provided in response to the Securities and Exchange Commission's recent interpretative statement expressing its view that public companies should include detailed discussion of the Year 2000 issues in their MD&A. The Company has completed an organized program assessing the issues confronting it related to the "Year 2000 problem", which is the result of the inability of many computer systems and electronic equipment to distinguish the year 2000 from the year 1900. The program was designed to assure the Company's information technology systems and related infrastructure would be Year 2000 Compliant. The Company's Year 2000 program also included investigation of the Year 2000 readiness status of our major vendors and customers. During fiscal 1998 and 1999, the Company completed its Year 2000 compliance program and to date has experienced no problems related to the Year 2000. Outlook Management believes that demand for the Company's products remains strong in our major markets as exhibited by our current bookings and shipments. Also, while increases in scrap metal prices combined with an increasing participation in the lower priced spring and commodity SBQ markets negatively impacted first half operating margins, scrap prices have stabilized. Also, selling price increases implemented in the second quarter improved second quarter margins and should further improve operating margins in the second half of fiscal 2000. Historically, price increases in the Company's markets lag increases in scrap metal prices by a few months. Quantitative and Qualitative Disclosure About Market Risk Management does not believe that there is any material market risk exposure with respect to derivative or other financial instruments that would require disclosure under this item. Forward-Looking Statements The matters discussed or incorporated by reference in this Report on Form 10-Q that are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) involve risks and uncertainities. These risks and uncertainities include, but are not limited to, the reliance on truck and utility vehicle industry; excess industry capacity; product demand and industry pricing; volatility of raw material costs, especially steel scrap; intense foreign and domestic competition; management's estimate of niche market data; the cyclical and capital intensive nature of the industry; and cost of compliance with environmental regulations. These risks and uncertainities could cause actual results of the Company to differ materially from those projected or implied by such forward-looking statements. PART II. - OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security-Holders The annual meeting of shareholders was held on February 1, 2000. In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the proxy statement. 1. The nominee for director was elected. The vote was as follows: Term For Abstain Expires Charles C. Hanebuth 3,945,121 43,798 2003 2. The proposal to ratify the Board of Directors' appointment of Arthur Andersen LLP as the Company's independent public accountants for the fiscal year ending September 30, 2000. (For 3,966,617; Against 18,587; Abstain 3,715) ITEM 6. Exhibits and Reports on Form 8-K A) Exhibits 3.1 - Certificate of Incorporation of Electric Steel, Inc., filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1 (No. 33-67140), and incorporated by reference herein. 3.2 - By-Laws of Kentucky Electric Steel, Inc., filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (No. 33- 67140), and incorporated by reference herein. 27 - Financial Data Schedule B) Reports on Form 8-K - None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATED: May 2, 2000 KENTUCKY ELECTRIC STEEL, INC. (Registrant) William J. Jessie William J. Jessie, Vice President, Secretary, Treasurer, and Principal Financial Officer
EX-27 2 ART.5 FDS FOR 2ND QUARTER 10-Q WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 This schedule contains summary financial information extracted from Kentucky Electric Steel, Inc.'s condensed consolidated financial statements as of and for the six month period ended April 1, 2000 included in this Company's quarterly report on Form 10-Q and is qualified in its entirety by reference to such condensed consolidated financial statements. 0000910394 KENTUCKY ELECTRIC STEEL, INC. 1,000 U.S. DOLLARS 6-MOS SEP-30-2000 SEP-26-1999 APR-01-2000 1 143 0 15,796 475 22,333 44,434 52,791 20,230 82,959 20,000 50 0 0 34,985 82,959 29,448 29,448 26,390 26,390 0 0 647 586 224 362 0 0 0 362 .09 .09
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