Birmingham Steel Corporation Reports Strong First-Quarter Results; Company's Net Profit, Despite Continuing Difficult Industry Environment, Reflects Strength of Its Core Operations.BIRMINGHAM, Ala.--(BUSINESS WIRE)--Oct. 14, 1999-- Company Completes Long-Term Financing Long-term financing Liabilities repayable in more than one year plus equity. Arrangements With Its Lenders Annual Meeting Scheduled to Take Place in Orlando, Florida The city of Orlando is a major city in central Florida and is the county seat of Orange County, Florida. According to the 2000 census, the city population was 185,951. A 2006 U.S. , On December 2 Reflecting the strength of its core mini-mill and scrap operations, Birmingham Steel Corporation (NYSE NYSE See: New York Stock Exchange :BIR BIR British Institute of Radiology BIR Bureau of Internal Revenue BIR Bureau of International Recycling BIR Baculovirus IAP Repeat BIR Biomedical Imaging Resource BIR Bureau of Intelligence and Research (US State Department) ) today reported a net profit for its first fiscal quarter ended September 30, 1999. The Company achieved net income of $5,766,000, or $0.19 per share, which included start-up expenses related to the new rolling mill rolling mill: see steel. in Cartersville, Georgia Cartersville is a city in Bartow County, Georgia, in the United States. It was named after Col. Farrish Carter. As of the 2000 census, the city population was 15,925. Growth is evident as the community's population rose to 21,274 as of the 2005 census. , of $4,497,000, or $0.09 per share. Excluding start-up expenses and unusual items, net income was $0.28 per share, versus $0.30 per share on a comparable basis in the first fiscal quarter last year. For the prior-year quarter, the Company reported net income from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the of $10,926,000, or $0.37 per share. Pre-operating start-up expenses associated with the Cartersville project in the prior-year quarter were $1,343,000, or approximately $0.03 per share. Net income in the prior-year quarter also included pre-tax gains of $5.1 million, or $0.10 per share, from the sale of property and income from settlements with electrode suppliers. Reflecting continued high import levels, net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight for the first quarter of the current fiscal year were $176.8 million, versus $207.5 million in the same period last year. Steel shipments for the current-year quarter were 642,000 tons, versus 656,000 tons in the prior-year period. Shipments in the prior-year quarter included approximately 66,000 tons of semi-finished billet shipments from the Cartersville facility, compared with billet shipments of 8,000 tons in the current-year quarter. Since start-up of the new mid-section mill in March, most of the Cartersville billet production is now consumed internally. Robert A. Garvey, Chairman and Chief Executive Officer of Birmingham Steel Corporation, said, "We are very pleased with the strong first-quarter financial performance of our core mini-mill and scrap operations. As we have previously stated, these operations are fundamentally sound and profitable. Despite continued pressures on steel shipments and selling prices caused by continued high import levels, our core operations achieved internal earnings targets." Garvey continued, "The first-quarter results clearly indicate the soundness of the strategic restructuring that we announced on August 18, and that we are now aggressively implementing. We are confident that the core operations of Birmingham Steel provide the best platform to enhance the Company's profitability and to achieve our overriding objective of building shareholder value." On August 18, 1999, the Company announced a strategic restructuring pursuant to which the Company is seeking to divest its SBQ SBQ Sociedade Brasileira de Quimica (Portugese) SBQ Special Bar Quality (special bar quality) operations, which include its 50% interest in American Iron Reduction, and its 50% investment in an unprofitable West Coast scrap joint venture. In the Company's financial results for the fourth quarter and fiscal year ended June 30, 1999, the Company recorded charges associated with the strategic restructuring, including a provision for estimated operating losses to be incurred by the SBQ operations until disposal. In accordance with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting ("GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). "), the SBQ operations are presented as discontinued operations Discontinued operations Divisions of a business that have been sold or written off and that no longer are maintained by the business. and losses from these operations are charged against a reserve included in the Company's balance sheet. For the quarter ended September 30, 1999, the Company did not record any additional charges in connection with discontinued operations. The Company also announced that it has reached a definitive agreement with its lenders regarding modifications of its various debt agreements to provide for availability of funds under the Company's outstanding debt facilities. The Company previously stated that modifications to certain of its principal debt agreements were required as a result of the fiscal 1999 operating losses attributable to the SBQ operations, as well as the Company's decision to pursue the strategic restructuring. The new agreement, signed on October 13, 1999, supersedes the previously announced interim financing Interim financing A short-term loan made to a company on the condition that a takeout will follow with long-term or intermediate financing. interim financing The financing that supports a transaction until permanent financing can be arranged. accord announced by the Company on September 29, 1999, which had provided availability of $235 million through December 28, 1999. Under the new accord, the Company's availability will be increased to a maximum of $300 million effective January 1, 2000. The new financing arrangement will result in higher interest costs to the Company and is secured by a collateral package that includes substantially all of the Company's assets. The Company said that, in accordance with GAAP, it expected to record in its financial results for the second quarter ending December 31, 1999, an after-tax charge of approximately $1.3 million, or approximately $0.04 per share, related to the debt refinancing. Garvey commented, "We are pleased to have successfully completed the necessary modifications to our long-term financing arrangements, and we appreciate the continued support by our banks and senior noteholders. We expect that the new financing arrangements will provide the Company with sufficient availability to meet our future operating needs and to complete the strategic restructuring." Garvey continued, "As reflected in the agreement with its lenders, the Company continues to face challenges as a result of its current debt levels. However, we are committed to overcoming these challenges by taking steps to optimize our core operations and complete the strategic restructuring in a timely manner. The successful completion of the restructuring should allow the Company to reduce debt and provide greater strategic, operational and financial flexibility." The Company said it filed its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. with the Securities and Exchange Commission yesterday. The Company had previously announced that it had filed for a statutory 15-day extension to file its Form 10-K in order to provide time to complete negotiations with its lenders. Separately, the Company announced that its Annual Meeting of Stockholders, which as previously announced is scheduled to be held on December 2, will take place at 10 a.m., local time, on that date, and will be held at the Peabody Orlando Hotel, 9801 International Drive, Orlando, Florida. Birmingham Steel operates in the mini-mill sector of the steel industry and conducts operations at facilities located across the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . The common stock of Birmingham Steel is traded on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbol "BIR." Except for historical information, the matters described in this press release are forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including economic conditions, market demand factors, equipment breakdowns ore failures, Birmingham Steel's success in implementing the restructuring plan, the Company's continued compliance with its financing arrangements and its principal debt agreements, as well as other risks described from time to time in the Company's periodic and special filings with the Securities and Exchange Commission. Any forward-looking statements contained in this document speak only as of the date hereof, and the Company disclaims any intent or obligation to update such forward-looking statements. Birmingham Steel Corporation (the "Company") and certain other persons named below may be deemed to be participants in the solicitation of proxies in connection with the 1999 annual meeting of shareholders. The participants in this solicitation may include the directors of the Company (William J. Cabaniss William J. Cabaniss, Jr. was the ambassador from the United States to the Czech Republic from 2004 until 2006. He is a business man from Birmingham, Alabama who also served in the Alabama House of Representatives from 1978 to 1982 and the Alabama State Senate from 1982 to 1990. , Jr., C. Stephen Clegg, Alfred C. DeCrane, Jr., E. Mandell de Windt, Robert A. Garvey, E. Bradley Jones This article is about the football player. For the racing driver, see Brad Jones. Bradley Jones (born March 19, 1982 in Armadale, Australia) is an Australian football player. , Robert D. Kennedy, Richard de J. Osborne and John H. Roberts) and the following executive officers, members of management and employees of the Company: Robert A. Garvey (Chairman and Chief Executive Officer), Brian F. Hill (Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. ), Kevin E. Walsh (Executive Vice President - Chief Financial Officer), William R. Lucas William R. Lucas (born March 1, 1922) was the fourth Director of the NASA Marshall Space Flight Center. He served as director from June 15, 1974 to July 3, 1986; when he was forced to resign as a result of the Challenger tragedy. , Jr. (Managing Director - Southern Region), Jack R. Wheeler (Managing Director - Northern Region), Raymond J. Lepp (Managing Director - Western Region), J. Daniel Garrett (Vice President - Finance & Control), Catherine W. Pecher (Vice President -Administration & Corporate Secretary), Charles E. Richardson III (General Counsel), Philip L. Oakes (Vice President - Human Resources), W. Joel White (Vice President - Information Technology) and Robert G. Wilson (Vice President - Business Development). As of the date of this communication, none of the foregoing participants individually owned in excess of 1 percent of the Company's common stock or in the aggregate in excess of 3 percent of the Company's common stock. The Company has retained Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. Corporation ("CSFB CSFB Credit Suisse First Boston CSFB Cyclically Shifted Filter Bank ") and Banc of America Securities LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("BAS BAS abbr. 1. Bachelor of Agricultural Science 2. Bachelor of Applied Science ") to act as its financial advisors, for which CSFB and BAS will receive customary fees, as well as reimbursement of reasonable out-of-pocket-expenses. In addition, the Company has agreed to indemnify CSFB, BAS and certain related persons against certain liabilities, including liabilities under federal securities laws, arising out of their engagement. Each of CSFB and BAS are investment banking firms that provide a full range of financial services for institutional and individual clients. Neither CSFB nor BAS admit that it or any of its directors, officers or employees is a "participant," as defined in Schedule 14A promulgated prom·ul·gate tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates 1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce. 2. under the Securities Exchange Act of 1934, as amended, in the solicitation, or that Schedule 14A requires the disclosure of certain information concerning CSFB and BAS, and the following investment banking employees of CSFB or BAS, as the case may be, may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of the Company: Peter R. Matt, William C. Sharpstone and Murari S. Rajan of CSFB; and Gidon Y. Cohen cohen or kohen (Hebrew: “priest”) Jewish priest descended from Zadok (a descendant of Aaron), priest at the First Temple of Jerusalem. The biblical priesthood was hereditary and male. , Shawn B. Welch and Sumner T. Farren of BAS. In the normal course of their business, both CSFB and BAS regularly buy and sell securities issued by the Company for their own account and for the accounts of their respective customers, which transactions may result in CSFB, BAS or their respective associates having a net "long" or net "short" position in the Company's securities, or option contracts of other derivatives in or relating to such securities. As of October 12, 1999, CSFB had a net short position of 100 shares of the Company's common stock and as of September 8, 1999, BAS had a net long position of 242,224 shares of the Company's common stock. -0-
BIRMINGHAM STEEL CORPORATION
Financial Highlights
(in 000s except for share and per share data)
Three Months Ended
September 30,
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1999 1998
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Revenues $ 176,802 $ 207,502
Net income $ 5,766 $ 10,926
Earnings per share $ 0.19 $ 0.37
Earnings per share, excluding
start-up costs and unusual items $ 0.28 $ 0.30
Average shares outstanding 29,704,921 29,283,996
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