-----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, MGUzx7TNUV7Py12CoTjmXxFgshU6/oUoc9N8BLZfVJPYPSCVxfQOjFHRNYfVDscl DU77y2kltuORWpZLYRCskw== 0000910394-98-000003.txt : 19980817 0000910394-98-000003.hdr.sgml : 19980817 ACCESSION NUMBER: 0000910394-98-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980627 FILED AS OF DATE: 19980811 DATE AS OF CHANGE: 19980814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY ELECTRIC STEEL INC /DE/ CENTRAL INDEX KEY: 0000910394 STANDARD INDUSTRIAL CLASSIFICATION: 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: 98682933 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 June 27, 1998 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 August 10, 1998, is as follows: 4,626,657 shares of voting common stock, par value $.01 per share. KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1 - Financial Statements Condensed Consolidated Balance Sheets ................ 3 Condensed Consolidated Statements of Operations ...... 4 Condensed Consolidated Statements of Cash Flows ...... 5 Notes to Condensed Consolidated Financial Statements . 6-8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations ................ 9-12 PART II. OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K ..................... 13 SIGNATURES .......................................... 14 KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) June 27, Sept. 27, 1998 1997 ASSETS CURRENT ASSETS Cash and cash equivalents $ 136 $ 127 Accounts receivable, less allowance for doubtful accounts and claims of $445 at June 27, 1998 and $470 at September 27, 1997 13,612 11,577 Insurance claim receivable - 900 Inventories 21,605 16,538 Operating supplies and other current assets 4,981 4,802 Refundable income taxes - 900 Deferred tax assets 539 457 Total current assets 40,873 35,301 PROPERTY, PLANT AND EQUIPMENT Land and buildings 4,532 4,448 Machinery and equipment 41,083 40,301 Construction in progress 3,188 2,012 Less - accumulated depreciation (13,856) (11,229) Net property, plant and equipment 34,947 35,532 DEFERRED TAX ASSETS 6,136 7,159 OTHER ASSETS 1,023 778 Total assets $ 82,979 $ 78,770 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Advances on line of credit $ 11,763 $ 10,635 Accounts payable 9,600 7,977 Capital expenditures payable 829 547 Accrued liabilities 3,377 3,700 Environmental liabilities 982 982 Current portion of long-term debt 125 125 Total current liabilities 26,676 23,966 LONG-TERM DEBT 20,000 20,000 OTHER LIABILITIES 754 593 Total liabilities 47,430 44,559 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, 4,983,201 and 4,977,988 share issued, respectively 50 50 Additional paid-in capital 15,700 15,665 Less treasury stock - 356,544 and 350,976 shares at cost, respectively (2,675) (2,638) Deferred compensation (86) (170) Retained earnings 22,560 21,304 Total shareholders' equity 35,549 34,211 Total liabilities and shareholders' equity $ 82,979 $ 78,770 See notes to condensed consolidated financial statements
KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands, Except Share and Per Share Data) (Unaudited) Three Months Ended Nine Months Ended June 27, June 28, June 27, June 28, 1998 1997 1998 1997 NET SALES $ 27,751 $ 22,724 $ 83,381 $ 69,265 COST OF GOODS SOLD 24,294 20,354 74,161 67,365 Gross profit 3,457 2,370 9,220 1,900 SELLING AND ADMINISTRATIVE EXPENSES 1,832 1,761 5,421 5,144 Operating income (loss) 1,625 609 3,799 (3,244) INTEREST INCOME AND OTHER 20 9 44 20 INTEREST EXPENSE (594) (545) (1,816) (1,593) Income (loss) before income taxes 1,051 73 2,027 (4,817) PROVISION (CREDIT) FOR INCOME TAXES 399 28 771 (1,819) Net income (loss) $ 652 $ 45 $ 1,256 $ (2,998) NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED $ .14 $ .01 $ .27 $ (.65) WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 4,626,375 4,622,062 4,626,264 4,636,370 WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 4,630,192 4,622,062 4,632,513 4,636,370 See notes to condensed consolidated financial statements
KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Nine Months Ended June 27, June 28, 1998 1997 Cash Flows From Operating Activities: Net income (loss) $ 1,256 $ (2,998) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Depreciation and amortization 2,741 2,755 Change in deferred taxes 1,023 (1,397) Change in other (114) (91) Change in current assets and current liabilities: Accounts receivable (2,035) 2,171 Insurance claim receivable 900 (2,900) Inventories (5,067) 2,739 Operating supplies and other current assets (179) (71) Refundable income taxes 900 (260) Deferred tax assets (82) 337 Accounts payable 1,623 816 Accrued liabilities (323) (592) Environmental liabilities - 3,500 Net cash flows from operating activities 643 4,009 Cash Flows From Investing Activities: Capital expenditures (2,042) (2,485) Change in capital expenditures payable 282 (1,712) Net cash flows from investing activities (1,760) (4,197) Cash Flows From Financing Activities: Net advances on line of credit 1,128 647 Purchases of treasury stock (37) (473) Issuance of common stock 35 10 Net cash flows from financing activities 1,126 184 Net increase (decrease) in cash and cash equivalents 9 (4) Cash and Cash Equivalents at Beginning of Period 127 125 Cash and Cash Equivalents at End of Period $ 136 $ 121 Interest Paid, net of amount capitalized $ 1,415 $ 1,213 Income Taxes Paid $ 50 $ - See notes to condensed consolidated financial statements
For the Three For the Three Months Ended Months Ended June 27, 1998 June 28, 1997 Per Per Share Share Income Shares Amount Income Shares Amount Amounts for Basic Earnings Per Share $652 4,626,375 $.14 $ 45 4,622,062 $ .01 Effect of Dilutive Securities Options - 3,817 - - - - Amounts for Diluted Earnings Per Share $652 4,630,192 $.14 $ 45 4,622,062 $ .01 For the Nine For the Nine Months Ended Months Ended June 27, 1998 June 28, 1997 Per Per Share Share Income Shares Amount (Loss) Shares Amount Amounts for Basic Earnings (Loss) Per Share $ 1,256 4,626,264 $.27 $(2,998) 4,636,370 $(.65) Effect of Dilutive Securities Options - 6,249 - - - - Amounts for Diluted Earnings (Loss) Per Share $ 1,256 4,632,513 $.27 $(2,998) 4,636,370 $(.65)
The Company had transition stock options of 137,016 and 158,702 as of June 27, 1998 and June 28, 1997, respectively. The options have exercise prices ranging from $8.76 to $20.86 per share which exceeded the average market price as of June 27, 1998 and as of June 28, 1997, and therefore were not included in the computation of diluted earnings per share. These options expire beginning July 14, 1998 through February 18, 2003. The Company also had options of 301,976 and 315,976 as of June 27, 1998 and June 28, 1997, respectively. These options have exercise prices ranging from $7.63 to $12.31 per share which exceeded the average market price as of June 27, 1998 and June 28, 1997 and therefore were not included in the computation of diluted earnings per share. These options expire beginning October 6, 2003 through May 8, 2006. The Company also had 89,192 options at an exercise price of $5.56, which exceeded the average market price as of June 28, 1997, and therefore were not included in the computation of diluted earnings per share for fiscal 1997. (5) Environmental Liabilities The Company's melt shop operations were shut down for twelve days during the third quarter of fiscal 1997 in order to decontaminate its baghouse facilities after detection of a radioactive substance in the baghouse dust, a by-product of the melting process. The $1.0 million in environmental liabilities recorded as a current liability on the balance sheet represents final payment due an environmental services company for treatment and disposal of the contaminated baghouse dust. Payment for the disposal will occur within the next twelve months. Although it is possible that the ultimate disposal costs may change from current estimates, the effect of the change, if any, is not expected to be material to the financial statements due to the Company having applicable insurance coverage. (6) 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. The Company believes that any liability that may ultimately be determined will not have a material effect on its financial position or results of operations. The Company generates both hazardous wastes and non-hazardous wastes which are subject to various governmental regulations. Estimated 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. The Company is not aware of any material asserted or unasserted environmental claims against the Company and no accruals for such matters have been recorded in the accompanying balance sheets except as disclosed in Note 5. However, discovery of unknown conditions could result in the recording of accruals in the periods in which they become known. 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 and flat bed truck trailers, cold drawn bar converters, and steel service centers. Net Sales. Net sales increased $5.1 million (22.1%) in the third quarter of fiscal 1998 to $27.8 million, as compared to $22.7 million for the third quarter of fiscal 1997. Net sales for the nine months ended June 27, 1998 increased $14.1 million (20.4%) to $83.4 million, as compared to $69.3 million for the nine months ended June 28, 1997. The increase in sales is attributed to an increase in shipments and an increase in average selling price. Tons shipped increased 18.6% in the third quarter of fiscal 1998 as compared to the third quarter of fiscal 1997. Tons shipped for the nine months ended June 27, 1998 increased 14.3% as compared to the nine months ended June 28, 1997. The increase in shipments resulted from the strong demand for the Company's products and the increase in tons available for shipment due to improvements in productivity. Also, shipments for the quarter and nine months ended June 28, 1997 were negatively impacted by the effect on production of the melt shop operations being shut down for twelve days in order to decontaminate the baghouse facility, after the detection of a radioactive substance in the baghouse dust. The increase in average selling price is attributed to the price increases implemented on many products primarily in the first and second quarters of fiscal 1998. Cost of Goods Sold. Cost of goods sold increased $4.0 million (19.4%) in the third quarter of fiscal 1998 to $24.3 million, as compared to $20.3 million for the third quarter of fiscal 1997. As a percentage of net sales, cost of goods sold decreased from 89.6% for the third quarter of fiscal 1997 to 87.5% for the third quarter of fiscal 1998. The increase in cost of goods sold is primarily due to the 18.6% increase in shipments. The third quarter of fiscal 1997 per ton cost were favorably impacted by the inclusion in the calculation of cost of goods sold of $2.3 million reimbursement from business interruption related to the decontamination of the baghouse. The third quarter of fiscal 1998 includes $.2 million in reimbursement from business interruption in the calculation of cost of goods sold representing the final settlement on the decontamination of the baghouse. Excluding the insurance reimbursements, the per ton cost of shipments in the third quarter of fiscal 1998 was significantly lower than in the third quarter of fiscal 1997 reflecting lower conversion costs due to improvements in productivity from our capital projects. Cost of goods sold for the nine months ended June 27, 1998 increased $6.8 million (10.1%) to $74.2 million as compared to $67.4 million for the nine months ended June 28, 1997. As a percentage of net sales, cost of goods sold decreased from 97.3% for the nine months ended June 28, 1997 to 88.9% for the nine months ended June 27, 1998. The increase in cost of goods sold reflects the increase in shipments offset by a decrease in the per ton cost of tons shipped. The decrease in the per ton cost of tons shipped during the first nine months of fiscal 1998 as compared to the first nine months of fiscal 1997 resulted from lower conversion costs due to improvements in productivity from our capital projects, offset somewhat by an increase in scrap costs. Gross Profit (Loss). As a result of the above, gross profit for the third quarter of fiscal 1998 increased by $1.1 million (45.9%) to $3.5 million from $2.4 million for the third fiscal quarter of 1997. As a percentage of net sales, gross profit increased from 10.4% for the third quarter of fiscal 1997 to 12.5% for the third quarter of fiscal 1998. As a result of the above, gross profit for the nine months ended June 27, 1998 increased by $7.3 million to $9.2 million as compared to $1.9 million for the nine months ended June 28, 1997. As a percentage of net sales, gross profit increased from 2.7% for the first nine months of fiscal 1997 to 11.1% for the first nine months of fiscal 1998. 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 increased by approximately $71,000 and $277,000 for the three months and nine months ended June 27, 1998, as compared to the same periods in fiscal 1997. The increase in selling and administrative expenses for the nine months is due primarily to an increase in legal and other professional fees and sales commissions. As a percentage of net sales, such expenses decreased from 7.7% for the third quarter of fiscal 1997 to 6.6% for the third quarter of fiscal 1998, and from 7.4% for the nine months ended June 28, 1997 to 6.5% for the nine months ended June 27, 1998. The decrease, as a percentage of sales, is primarily the result of an increase in net sales (as discussed above) for the quarter and nine months ended June 27, 1998. Operating Income (Loss). For the reasons described above, operating income increased $1.0 million from $.6 million in the third quarter of fiscal 1997 to $1.6 million in the third quarter of fiscal 1998. As a percentage of net sales, operating income increased from 2.7% in the third quarter of 1997 to 5.9% in the third quarter of 1998. The nine months ended June 27, 1998 reflected an operating income of $3.8 million as compared to an operating loss of $3.2 million for the nine months ended June 28, 1997. As a percentage of net sales, operating income (loss) increased from (4.7%) for the nine months ended June 28, 1997 to 4.6% for the nine months ended June 27, 1998. Interest Expense. Interest expense increased by $49,000 for the three months ended June 27, 1998 from $545,000 for the third quarter of fiscal 1997 to $594,000 for the third quarter of fiscal 1998. Interest expense increased by $223,000 for the nine months ended June 27, 1998 from $1.6 million for the nine months ended June 28, 1997 to $1.8 million for the nine months ended June 27, 1998. The increase is the result of additional borrowings on the Company's line of credit. Net Income (Loss). As a result of the above, net income increased $607,000 from $45,000 for the third quarter of fiscal 1997 to $652,000 for the third quarter of fiscal 1998. The nine months ended June 27, 1998 reflected net income of $1.3 million as compared to a net loss of $3.0 million for the nine months ended June 28, 1997. Liquidity and Capital Resources The cash flows provided by operating activities were $.6 million for the first nine months of fiscal 1998 as compared to $4.0 million for the first nine months of fiscal 1997. The first nine months of fiscal 1998 operating cash flows reflect the profitable operations and an increase in accounts payable partially offset by increases in accounts receivable and inventories (due primarily to the increased level of sales and production). The cash flows provided by operating activities for the first nine months of fiscal 1997 reflect a reduction in accounts receivable and inventories. The cash flows used by investing activities were $1.7 million for the first nine months of fiscal 1998 as compared to $4.2 million for the first nine months of fiscal 1997. The cash flows used by investing activities for the first nine months of fiscal 1998 consist of $2.0 million in capital expenditures offset somewhat by an increase in capital expenditures payable of $.3 million. The cash flows used by investing activities for the first nine months of fiscal 1997 consist of capital expenditures of $2.5 million and a reduction in capital expenditures payable of $1.7 million. The cash flows provided from financing activities were $1.1 million for the first nine months of fiscal 1998 as compared to $.2 million for the first nine months of fiscal 1997. The cash flows provided from financing activities for the first nine months of fiscal 1998 reflect net advances of $1.1 million on the Company's line of credit which were used primarily for the working capital needs discussed above. The cash flows provided from financing activities for the first nine months of fiscal 1997 reflect net advances of $.7 million on the Company's line of credit offset by $.5 million used for the purchase of treasury stock. Working capital at June 27, 1998 was $14.2 million as compared to $11.3 million at September 27, 1997, and the current ratio was 1.5 to 1.0 at the end of both periods. The Company's primary ongoing cash requirements are for working capital needs. The two sources for the Company's liquidity are internally generated funds and its bank credit facility. The Company has $11.8 million in borrowings outstanding on its line of credit as of June 27, 1998. The Company believes that the unused portion of its $24.5 million bank credit facility and internally generated funds will be sufficient to fund its ongoing cash needs. Year 2000 Compliance The Company is currently 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 Company's plan for addressing the Year 2000 problem encompasses both internal computer hardware and software and external organizations that may affect the Company's operations. The Company has conducted an inventory of all of its manufacturing equipment and computer hardware and software to determine which are date sensitive and therefore potentially at risk. Each piece of equipment which is identified as being at risk will be tested and a determination will be made as to whether it should be modified or replaced. In addition, the Company's computer programmers are modifying its internal software to address the Year 2000 problem. The Company also intends to contact each of its significant external service providers, vendors, and customers to determine the status of their respective Year 2000 readiness and to evaluate how their respective Year 2000 issues might affect the Company. The Company expects to complete its software revisions and hardware and equipment testing, as well as the solicitation of the applicable information from vendors and customers, by the first quarter of calendar year 1999. Based on the results of those efforts, the Company will determine the nature and extent of its contingency plan. The costs incurred to date in connection with the Company's Year 2000 project have not been material, and the Company likewise does not expect future costs to be material to its financial statements or results of its operations. Collective Bargaining Agreement As of June 27, 1998 the Company employed 437 people, approximately 78% of whom are members of The United Steelworkers of America. The Company and The United Steelworkers of America have agreed to a one year extension of the current contract, which was to expire on September 10, 1998, and are continuing multi-year contract negotiations. Outlook Third quarter shipments were somewhat lower than anticipated reflecting some weaknesses in the steel service center and cold drawn bar converter markets due to customer inventory adjustments, combined with a work stoppage at major customer, the effect of the General Motors strike, and production interruptions relating to weather conditions. In recent weeks shipments have increased but management continues to monitor the Company's major markets for the effect of the General Motors strike and changes in general economic conditions. 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, reliance on the 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 6. Exhibits and Reports on Form 8-K A) Exhibits 3.1 - Certificate of Incorporation of Kentucky 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: August 10, 1998 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 3RD QUARTER 10-Q
5 This schedule contains summary financial information extracted from Kentucky Electric Steel, Inc.'s condensed consolidated financial statements as of and for the nine month period ended June 27, 1998 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 9-MOS SEP-26-1998 SEP-28-1997 JUN-27-1998 1 136 0 14,057 445 21,605 40,873 48,803 13,856 82,979 26,676 20,000 50 0 0 35,499 82,979 83,381 83,381 74,161 74,161 0 0 1,816 2,027 771 1,256 0 0 0 1,256 .27 .27
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