================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended February 28, 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 0-22496 SCHNITZER STEEL INDUSTRIES, INC. -------------------------------- (Exact name of registrant as specified in its charter) OREGON 93-0341923 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3200 N.W. Yeon Ave. P.O Box 10047 Portland, OR 97296-0047 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (503) 224-9900 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 Registrant had 4,820,466 shares of Class A Common Stock, par value of $1.00 per share, 4,303,828 shares of Class B Common Stock, par value of $1.00 per share, outstanding at April 1, 2002. ================================================================================
SCHNITZER STEEL INDUSTRIES, INC. INDEX ----- PAGE NO. -------- PART I. FINANCIAL INFORMATION Consolidated Balance Sheet at February 28, 2002 and August 31, 2001..................................................3 Consolidated Statement of Operations for the Three Months and Six Months Ended February 28, 2002 and 2001..........................4 Consolidated Statement of Shareholders' Equity for the Year Ended August 31, 2001 and the Six Months Ended February 28, 2002..............................................5 Consolidated Statement of Cash Flows for the Six Months Ended February 28, 2002 and 2001..........................6 Notes to Consolidated Financial Statements...............................7 Management's Discussion and Analysis of Financial Condition and Results of Operations........................11 Quantitative and Qualitative Disclosures About Market Risk..............21 PART II. OTHER INFORMATION Submission of Matters to a Vote of Security Holders.....................22 Exhibits and Reports on Form 8-K........................................23 SIGNATURE PAGE..........................................................24 2
SCHNITZER STEEL INDUSTRIES, INC. CONSOLIDATED BALANCE SHEET (In thousands, except per share amounts) Feb. 28, 2002 Aug. 31, 2001 ------------- ------------- (Unaudited) (Audited) ASSETS Current Assets: Cash $ 14,595 $ 1,877 Accounts receivable, less allowance for doubtful accounts of $920 and $670 23,301 22,315 Accounts receivable from related parties 1,402 546 Inventories (Note 2) 77,713 89,353 Deferred income taxes 3,837 3,837 Prepaid expenses and other 5,434 4,110 ----------- ----------- Total current assets 126,282 122,038 Net property, plant and equipment 115,082 119,510 Other assets: Investment in and advances to joint venture partnerships 104,630 108,457 Notes receivables less current portion (Note 3) 29,827 32,018 Goodwill 38,270 39,345 Other 3,471 4,502 ----------- ----------- TOTAL ASSETS $ 417,562 $ 425,870 =========== =========== Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt $ 65 $ 200 Accounts payable 18,506 15,902 Accrued payroll liabilities 5,088 6,209 Current portion of environmental liabilities 3,994 2,000 Other accrued liabilities 4,962 6,317 ----------- ----------- Total current liabilities 32,615 30,628 Deferred income taxes 28,647 30,039 Long-term debt less current portion 88,085 93,766 Environmental liabilities, net of current portion 18,654 20,915 Other long-term liabilities 2,390 2,453 Commitments and contingencies Shareholders' equity: Preferred stock--20,000 shares authorized, none issued Class A common stock--75,000 shares $1 par value authorized, 4,820 and 4,896 shares issued and outstanding 4,820 4,896 Class B common stock--25,000 shares $1 par value authorized, 4,304 shares issued and outstanding 4,304 4,304 Additional paid-in capital 95,025 95,923 Retained earnings 143,022 142,946 ----------- ----------- Total shareholders' equity 247,171 248,069 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 417,562 $ 425,870 =========== =========== The accompanying notes are an integral part of this statement. 3
SCHNITZER STEEL INDUSTRIES, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited, in thousands, except per share amounts) <TABLE><CAPTION> For The Three Months Ended For The Six Months Ended Feb. 28, 2002 Feb. 28, 2001 Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Revenues $ 69,453 $ 78,536 $ 137,871 $ 158,177 ----------- ----------- ----------- ----------- Costs and expenses: Cost of goods sold and other operating expenses 65,661 70,995 128,756 142,311 Selling and administrative expenses 7,194 6,875 14,060 13,632 ----------- ----------- ----------- ----------- Income (loss) from wholly-owned operations (3,402) 666 (4,945) 2,234 Income from joint ventures 4,323 2,934 9,194 4,103 ----------- ----------- ----------- ----------- Income from operations 921 3,600 4,249 6,337 ----------- ----------- ----------- ----------- Other income (expense): Interest expense (558) (1,405) (1,335) (2,870) Other income (expense) (2,046) 900 (1,677) 1,621 ----------- ----------- ----------- ----------- (2,604) (505) (3,012) (1,249) ----------- ----------- ----------- ----------- Income (loss) before income taxes (1,683) 3,095 1,237 5,088 Income tax (provision) benefit 629 (990) (247) (1,628) ----------- ----------- ----------- ----------- Net income (loss) $ (1,054) $ 2,105 $ 990 $ 3,460 =========== =========== =========== =========== Basic earnings (loss) per share $ (0.12) $ 0.22 $ 0.11 $ 0.36 =========== =========== =========== =========== Diluted earnings (loss) per share $ (0.12) $ 0.22 $ 0.11 $ 0.36 =========== =========== =========== =========== </TABLE> The accompanying notes are an integral part of this statement. 4
SCHNITZER STEEL INDUSTRIES, INC. CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited, in thousands) <TABLE><CAPTION> Class A Class B Common Stock Common Stock Additional ---------------------- ---------------------- Paid-in Retained Shares Amount Shares Amount Capital Earnings Total ---------- ---------- ---------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at August 31, 2000 5,389 $ 5,389 4,312 $ 4,312 $ 101,840 $ 136,889 $ 248,430 Class B common stock converted to Class A common stock 8 8 (8) (8) Class A common stock repurchased (506) (506) (6,185) (6,691) Class A common stock issued 5 5 54 59 Stock options issued 214 214 Net income 7,919 7,919 Dividends paid (1,862) (1,862) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at August 31, 2001 4,896 4,896 4,304 4,304 95,923 142,946 248,069 Class A common stock repurchased (99) (99) (1,157) (1,256) Class A common stock issued 23 23 259 282 Net income 990 990 Dividends paid (914) (914) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at February 28, 2002 4,820 $ 4,820 4,304 $ 4,304 $ 95,025 $ 143,022 $ 247,171 ========== ========== ========== ========== ========== ========== ========== </TABLE> The accompanying notes are an integral part of this statement. 5
SCHNITZER STEEL INDUSTRIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited, in thousands) For The Six Months Ended Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- Operations: Net income $ 990 $ 3,460 Noncash items included in income: Depreciation and amortization 9,423 9,402 Equity in income of joint ventures (9,194) (4,103) Deferred income taxes (1,392) (Gain) loss on disposal of assets 854 (232) Cash provided (used) by changes in working capital: Accounts receivable (323) 6,029 Inventories 11,378 3,300 Prepaid expenses (1,329) (526) Accounts payable 2,604 3,231 Accrued liabilities (2,562) (1,302) Environmental liabilities 1,994 Other assets and liabilities (690) 1,197 ----------- ----------- Net cash provided by operations 11,753 20,456 ----------- ----------- Investing: Capital expenditures (4,418) (4,358) Cash received from joint ventures 96,128 77,298 Cash used by joint ventures (83,063) (74,505) Proceeds from sale of assets 22 250 ----------- ----------- Net cash provided (used by) investments 8,669 (1,315) ----------- ----------- Financing: Repurchase of Class A common stock (1,256) (5,866) Issuance of Class A common stock 282 41 Dividends declared and paid (914) (942) Reduction in long-term debt (5,816) (13,398) ----------- ----------- Net cash used by financing (7,704) (20,165) ----------- ----------- Net increase (decrease) in cash 12,718 (1,024) Cash at beginning of period 1,877 2,407 ----------- ----------- Cash at end of period $ 14,595 $ 1,383 =========== =========== The accompanying notes are an integral part of this statement. 6
SCHNITZER STEEL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2002 AND 2001 (Unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION --------------------- The accompanying unaudited interim financial statements of Schnitzer Steel Industries, Inc. (the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, all adjustments, consisting only of normal, recurring adjustments considered necessary for a fair presentation, have been included. Although management believes that the disclosures made are adequate to ensure that the information presented is not misleading, management suggests that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's annual report for the fiscal year ended August 31, 2001. The results for the three and six months ended February 28, 2002 are not necessarily indicative of the results of operations for the entire year. EARNINGS AND DIVIDENDS PER SHARE -------------------------------- Basic earnings per share (EPS) are computed based upon the weighted average number of common shares outstanding during the period. Diluted EPS reflect the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The following represents a reconciliation from basic EPS to diluted EPS (in thousands, except per share amounts): <TABLE><CAPTION> For the Three Months Ended For the Six Months Ended Feb. 28, 2002 Feb. 28, 2001 Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Net income (loss) $(1,054) $ 2,105 $ 990 $ 3,460 ========= ========= ========= ========= Computation of shares: Average common shares outstanding 9,112 9,414 9,137 9,528 Stock options 18 39 25 --------- --------- --------- --------- Diluted average common shares outstanding 9,112 9,432 9,176 9,553 ========= ========= ========= ========= Basic EPS $ (0.12) $ 0.22 $ 0.11 $ 0.36 ========= ========= ========= ========= Diluted EPS $ (0.12) $ 0.22 $ 0.11 $ 0.36 ========= ========= ========= ========= Dividend per share $ 0.05 $ 0.05 $ 0.10 $ 0.10 ========= ========= ========= ========= </TABLE> Options to purchase 1,181,000 and 723,000 shares were outstanding at February 28, 2002 and 2001, respectively, but were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive. 7
SCHNITZER STEEL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2002 AND 2001 (Unaudited) NOTE 2 - INVENTORIES: Inventories consisted of the following (in thousands): February 28, August 31, 2002 2001 ------------- ------------- (Unaudited) (Audited) Recycled metals $ 14,622 $ 21,599 Work in process 21,212 17,600 Finished goods 28,889 36,960 Supplies 12,990 13,194 --------- --------- $ 77,713 $ 89,353 ========= ========= NOTE 3 - RELATED PARTIES: The Company converted $28.3 million in advances to its auto dismantling joint venture into a note receivable. The note, dated February 22, 2002, matures March 1, 2009. Interest at the prime rate less 2% is payable monthly. Principal payments are due quarterly and will be in the amount of 25% of the joint venture's net income for its most recently ended quarter. All outstanding principal and interest is due at maturity. The balance of advances to this joint venture have been reclassified as of August 31, 2001 for consistent presentation with the current year. In the second quarter of fiscal 2002, the Company terminated two vessel charter agreements with a related company to take advantage of lower shipping rates currently available in the market, resulting in a loss of $1.5 million. This loss is included in other expense in the accompanying consolidated statement of operations. NOTE 4 - ENVIRONMENTAL LIABILITIES: General Metals of Tacoma (GMT), a subsidiary of the Company, owns and operates a metals recycling facility located in the State of Washington on the Hylebos Waterway, a part of Commencement Bay, which is the subject of an ongoing environmental investigation and remediation project by the U.S. Environmental Protection Agency (EPA) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). GMT and more than 60 other parties were named potentially responsible parties (PRPs) for the investigation and clean-up of contaminated sediment along the Hylebos Waterway. On March 25, 2002, EPA issued Unilateral Administrative Orders (UAOs) to GMT and another party to proceed with Remedial Design and Remedial Action (RD/RA) for the head of the Hylebos and to two other parties to proceed with the RD/RA for the balance of the waterway. It is anticipated that the UAOs will be converted to more specific voluntary consent decrees following further negotiations among EPA, GMT, and other PRPs, and that EPA will take additional action against other PRPs. The issuance of the UAOs did not require the Company to change its previously recorded estimate of environmental liabilities for this site, as reflected on the accompanying consolidated balance sheet. Significant uncertainties continue to exist regarding the total cost to remediate this site as well as the Company's share of those costs; nevertheless, the Company's estimate of its liabilities related to this site is based on information currently available. 8
SCHNITZER STEEL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2002 AND 2001 (Unaudited) Between 1977 and 1987, MRI Corporation (MRI), a wholly owned subsidiary of Proler International Corp. (Proler), which in turn is a wholly owned subsidiary of the Company, operated a tin can shredding and detinning facility in Tampa, Florida. In 1989 and 1992, the EPA conducted preliminary site investigations of this property and, in December 1996, added the site to the "National Priorities List". MRI and Proler, along with several other parties, were named as PRPs for the site by the EPA. In March 2002, MRI paid the EPA $375,000 pursuant to a voluntary consent decree in full settlement of its and Proler's obligations with respect to the remediation of this site. In a related action, MRI transferred the property to another PRP which has agreed to perform the remediation and indemnify MRI and Proler against any further liability. The $375,000 payment was covered by the Company's existing environmental liability reserve. Metals Recycling LLC (Metals) is a scrap metals processing business with locations in Rhode Island and Massachusetts. The members of Metals are one of the Company's Proler joint ventures and Metals Recycling, Inc. On March 15, 2002, the Rhode Island Department of Environmental Management (DEM) issued a Notice of Violation (NOV) against Metals' Johnston, Rhode Island facility, alleging violations of provisions of the Rhode Island Clean Air Act and the regulations promulgated thereunder, and seeking to impose financial penalties of $1.1 million against Metals. On April 5, 2002, Metals filed its answer and request for a hearing, in which it denied liability for such alleged violations. NOTE 5 - SEGMENT INFORMATION: The Company operates in two industry segments: metal processing and recycling (Metals Recycling Business) and mini-mill steel manufacturing (Steel Manufacturing Business). Additionally, the Company is a partner in joint ventures, which are in the metals recycling business or which are suppliers of unprocessed metals. The Company considers these joint ventures to be separate business segments because they are managed separately. These joint ventures are accounted for using the equity method. As such, the operating information provided below related to the joint ventures is shown separately from consolidated information, except for the Company's equity in the income from the joint ventures. The information provided below is obtained from internal information that is provided to the Company's chief operating decision-makers for the purpose of corporate management. The Company does not allocate corporate interest income and expense, income taxes or other income and expenses related to corporate activity to its operating segments. Assets and capital expenditures are not shown for the joint ventures as management does not use that information to allocate resources or assess performance. 9
SCHNITZER STEEL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2002 AND 2001 (Unaudited) Revenues from external customers for the Company's wholly-owned operations are as follows (in thousands): <TABLE><CAPTION> For the Three Months Ended For the Six Months Ended Feb. 28, 2002 Feb. 28, 2001 Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Metals Recycling Business $45,568 $52,469 $ 87,209 $ 96,218 Steel Manufacturing Business 32,107 39,110 66,893 85,430 Intersegment revenues (8,222) (13,043) (16,231) (23,471) ------- ------- -------- -------- Consolidated revenues $69,453 $78,536 $137,871 $158,177 ======= ======= ======== ======== The joint ventures' revenues from external customers are as follows (in thousands): For the Three Months Ended For the Six Months Ended Feb. 28, 2002 Feb. 28, 2001 Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- ------------- ------------- Joint Ventures in the Metals Recycling Business $113,234 $127,920 $230,816 $220,816 Joint Venture Suppliers of Metals 14,665 12,155 28,804 28,072 -------- -------- -------- -------- Total revenues $127,899 $140,075 $259,620 $248,888 ======== ======== ======== ======== The Company's income (loss) from operations is as follows (in thousands): For the Three Months Ended For the Six Months Ended Feb. 28, 2002 Feb. 28, 2001 Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- ------------- ------------- Metals Recycling Business $ 600 $ 2,083 $ 1,546 $ 4,447 Steel Manufacturing Business (2,116) 638 (2,388) 1,663 Joint Ventures in the Metals Recycling Business 3,707 2,313 7,406 2,799 Joint Venture Suppliers of Metals 616 621 1,788 1,304 Corporate expense (1,933) (2,225) (4,026) (4,670) Eliminations 47 170 (77) 794 ------ ------- ------- ------- Consolidated income from operations $ 921 $ 3,600 $ 4,249 $ 6,337 ====== ======= ======= ======= </TABLE> Income from operations generated by the joint ventures represents the Company's equity in the income or loss of these entities. 10
SCHNITZER STEEL INDUSTRIES, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company operates in two industry segments. The Company's Metals Recycling Business collects, processes and recycles steel scrap through its facilities located on the West Coast, with major facilities in Oakland, California, Portland, Oregon, and Tacoma, Washington. The Company's Steel Manufacturing Business operates a mini-mill near Portland, Oregon, which produces finished steel products and maintains two mill depots in Southern California and one in Central California. Additionally, the Company is a partner in joint ventures that are either in the metals recycling business or are suppliers of unprocessed metals. RESULTS OF OPERATIONS The Company's revenues and operating results by business segment are summarized below (in thousands): <TABLE><CAPTION> For the Three Months Ended For the Six Months Ended Feb. 28, 2002 Feb. 28, 2001 Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- ------------- ------------- (Unaudited) REVENUES: Metals Recycling Business: <S> <C> <C> <C> <C> Ferrous sales $ 34,850 $ 41,725 $ 65,416 $ 72,893 Nonferrous sales 8,553 9,234 18,246 20,943 Other sales 2,165 1,510 3,547 2,382 -------- -------- -------- -------- Total sales 45,568 52,469 87,209 96,218 Ferrous sales to Steel Manufacturing Business (8,222) (13,043) (16,231) (23,471) Steel Manufacturing Business 32,107 39,110 66,893 85,430 -------- -------- -------- -------- Total $ 69,453 $ 78,536 $137,871 $158,177 ======== ======== ======== ======== INCOME FROM OPERATIONS: Metals Recycling Business $ 600 $ 2,083 $ 1,546 $ 4,447 Steel Manufacturing Business (2,116) 638 (2,388) 1,663 Joint Ventures in the Metals Recycling Business 3,707 2,313 7,406 2,799 Joint Venture Suppliers of Metals 616 621 1,788 1,304 Corporate expense (1,933) (2,225) (4,026) (4,670) Intercompany eliminations 47 170 (77) 794 -------- -------- -------- -------- Total $ 921 $ 3,600 $ 4,249 $ 6,337 ======== ======== ======== ======== NET INCOME (LOSS) $ (1,054) $ 2,105 $ 990 $ 3,460 ======== ======== ======== ======== </TABLE> 11
SCHNITZER STEEL INDUSTRIES, INC. The Company's joint ventures' revenues and results of operations were as follows (in thousands): <TABLE><CAPTION> For the Three Months Ended For the Six Months Ended Feb. 28, 2002 Feb. 28, 2001 Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- ------------- ------------- (Unaudited) <S> <C> <C> <C> <C> Total revenues from external customers recognized by: Joint Ventures in the Metals Recycling Business $113,234 $127,920 $230,816 $220,816 Joint Venture Suppliers of Metals 14,665 12,155 28,804 28,072 -------- -------- -------- -------- $127,899 $140,075 $259,620 $248,888 ======== ======== ======== ======== Income from joint ventures recognized by the Company from: Joint Ventures in the Metals Recycling Business $ 3,707 $ 2,313 $ 7,406 $ 2,799 Joint Venture Suppliers of Metals 616 621 1,788 1,304 ------- ------- ------- ------- $ 4,323 $ 2,934 $ 9,194 $ 4,103 ======= ======= ======= ======= </TABLE> The following table summarizes certain selected operating data for the Company and its joint venture businesses: <TABLE><CAPTION> For the Three Months Ended For the Six Months Ended Feb. 28, 2002 Feb. 28, 2001 Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- ------------- ------------- SHIPMENTS (in thousands): (Unaudited) <S> <C> <C> <C> <C> METALS RECYCLING BUSINESS: Ferrous recycled metal (long tons): To Steel Manufacturing Business 98 147 191 260 To other unaffiliated domestic customers 17 33 23 117 To export customers 286 271 535 408 ------ ------ ------ ------ Total ferrous recycled metal 401 451 749 785 ====== ====== ====== ====== Nonferrous metal (pounds) 24,100 25,300 53,300 55,400 ====== ====== ====== ====== STEEL MANUFACTURING BUSINESS Finished steel products (net tons) 117 134 241 294 ====== ====== ====== ====== JOINT VENTURES IN THE METALS RECYCLING BUSINESS Ferrous recycled metal (long tons) 891 991 1,785 1,539 ====== ====== ====== ====== </TABLE> CRITICAL ACCOUNTING POLICIES AND ESTIMATES - ------------------------------------------ The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with Generally Accepted Accounting Principles (GAAP). The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. This provides a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material. 12
SCHNITZER STEEL INDUSTRIES, INC. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. INVENTORIES Inventories are stated at the lower of cost or market. Cost is determined using FIFO (first-in, first-out) and average cost methods. The production and accounting process utilized by the Company to record recycled metals inventory quantities relies on significant estimates, which can be affected by weight imprecisions, moisture and other factors. REVENUE RECOGNITION The Company recognizes revenue when it has a contract or purchase order from a customer with a fixed price, the title and risk of loss transfer to the buyer and collectibility is reasonably assured. Title for both recycled metals and finished steel products transfers upon shipment. ENVIRONMENTAL COSTS The estimated future costs for known environmental remediation requirements are accrued on an undiscounted basis when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. When only a range of amounts is established, and no amount within the range is better than another, the minimum amount of the range is recorded. Adjustments to the liabilities are made when additional information becomes available that affects the estimated costs to remediate. Recoveries of environmental remediation costs from other parties are recorded as assets when collection is probable. DEFERRED TAXES Deferred income taxes reflect the differences between the financial reporting and tax bases of assets and liabilities at year-end based on enacted tax laws and statutory tax rates. Tax credits are recognized as a reduction of income tax expense in the year the credit arises. A valuation allowance is established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. SECOND QUARTER FISCAL 2002 VS. SECOND QUARTER FISCAL 2001 - --------------------------------------------------------- REVENUES. Consolidated revenues for the three months ended February 28, 2002 decreased $9.1 million (12%) from the same period last year. The lower revenues were primarily attributed to lower sales volumes and lower average selling prices for both the Steel Manufacturing Business and the Metals Recycling Business. During the quarter ended February 28, 2002, revenues for the Metals Recycling Business, before intercompany eliminations, decreased $6.9 million (13%), which was attributed to lower ferrous shipping volumes and a lower average ferrous sales price per ton. Ferrous and nonferrous sales volumes decreased by 11% and 5%, respectively, from the prior year quarter. The average sales prices for ferrous and nonferrous metals decreased by $4 per ton (5%) to $88 per ton and $0.01 per pound (3%) to $0.35 per pound, respectively, from the second quarter of fiscal 2001. The lower ferrous sales volumes were caused by decreased domestic sales to both external customers and the Steel Manufacturing Business due to the slower U.S. economy. Compared with the second quarter of fiscal 2001, domestic sales to external customers decreased 16,000 tons (48%) to 17,000 tons and sales to the Steel Manufacturing Business decreased 49,000 tons (33%) to 98,000 tons. The lower domestic sales were partially offset by higher export sales volumes. Export sales increased 15,000 tons (5%) to 286,000 tons in the second quarter of fiscal 2002 compared with the second quarter of fiscal 2001. Demand from Asia remained firm, but the timing of export shipments was also a factor in the higher export volumes. A typical export shipment averages 25,000 to 30,000 tons. As a result, timing of one shipment can have a material impact on quarterly sales volume. 13
SCHNITZER STEEL INDUSTRIES, INC. The Steel Manufacturing Business' revenues for the three months ended February 28, 2002 decreased $7.0 million (18%), to $32.1 million from the prior year quarter, reflecting both lower average selling prices and volumes. Finished steel shipments decreased 17,000 tons (13%) to 117,000 tons and the average finished steel selling price decreased $16 per ton (6%) to $275 per ton compared with the same quarter last year. The lower selling prices and sales volumes were a result of competition from lower cost imports as well as decreased demand due to the slowing U.S. economy. On March 6, 2002, President Bush announced tariffs on certain imported steel products which compete in the Company's West Coast markets. Two major products, rebar and merchant bar, will have tariffs imposed of 15% and 30%, respectively. The tariffs will be in effect for three years, but will decline each year during that period. Additionally, on April 3, 2002, the U.S. Commerce Department announced a preliminary determination that steel wire rod from seven countries is being sold in the U.S. market below fair value. The Commerce Department has imposed preliminary antidumping duties on wire rod imports from these countries. Final duties will be announced later this year. COST OF GOODS SOLD. Consolidated cost of goods sold decreased $5.3 million (8%) for the three months ended February 28, 2002, compared with the same period last year. Cost of goods sold increased as a percentage of revenues from 90% to 95%, which contributed to a $3.7 million decrease in gross margin during the latest quarter as compared to the prior year quarter During the second quarter of fiscal 2002, the Metals Recycling Business' cost of goods sold decreased $6.0 million (13%) over the prior year quarter. Cost of goods sold as a percentage of revenues was consistent with the second quarter of fiscal 2001 at 89%. Gross profit decreased by $0.9 million to $5.0 million. The decrease in gross margins was attributable to lower sales volume and lower average selling prices. Compared with the second quarter of last year, the average ferrous metals cost of sales per ton decreased $2 per ton (3%), but was more than offset by the lower average sales price per ton. Though average ferrous purchase prices during the second quarter of fiscal 2002 were slightly lower than the second quarter of fiscal 2001, the Metals Recycling Business still faced increased competition in the Pacific Northwest. This price competition continued to adversely affect ferrous metal purchase prices and compress profit margins. For the three months ended February 28, 2002, cost of goods sold for the Steel Manufacturing Business decreased $4.2 million (11%) compared to the same period last year and increased as a percentage of revenues from 96% to 104%. Cost of goods sold per ton increased $6 (2%) to $286 per ton. In the second quarter of fiscal 2002, the negative gross margin was ($1.3) million compared with a gross profit of $1.5 million in the second quarter of last year. Margins were lower compared with the second quarter of last year due to a lower average sales price per ton and higher average cost of goods sold per ton caused by fixed costs being spread over fewer production tons as the mill curtailed production in response to the decrease in demand. Also, there was an increase of nearly 40% in the average electricity rate paid per kilowatt hour. The mill continued to try to offset this higher rate by production efficiency and taking advantage of lower off-peak electricity rates. JOINT VENTURES. The Joint Ventures in the Metals Recycling Business predominantly sell recycled ferrous metal. Revenues for this segment in the second quarter of fiscal 2002 were lower than the prior year quarter primarily due to lower domestic sales. The average selling prices for ferrous recycled metal decreased by 6% from the second quarter of last year. Also, sales volume for the quarter ended February 28, 2002 decreased 100,000 tons to 891,000 tons compared with the same quarter in the prior year. The Company's equity in income from its Joint Ventures in the Metals Recycling Business for the second quarter of fiscal 2002 increased to $3.7 million from $2.3 million in the second quarter of fiscal 2001. The increase in income from these joint ventures, despite lower sales prices and volumes, was primarily caused by the Joint Ventures' successful efforts to reduce the cost of unprocessed inventory and improve operational efficiencies, significantly increasing their operating margins. 14
SCHNITZER STEEL INDUSTRIES, INC. Revenues from the Joint Venture Suppliers of Recycled Metals increased $2.5 million during the second quarter of fiscal 2002 as compared to the second quarter of last year. For the three months ended February 28, 2002 and 2001, the Company's equity in income from these joint ventures was $0.6 million. SELLING AND ADMINISTRATIVE EXPENSES. Overall, selling and administrative expenses increased $0.3 million during the second quarter of fiscal 2002 compared with the same quarter last year. The increase was attributable to higher commission expense on ferrous export sales. Also, salary expense rose because the Company took over one of its joint ventures late in fiscal 2001, which resulted in reporting its results within each financial line item. Previously, the Company picked up its respective share of income or loss in the Income From Joint Ventures line item. In the quarter ended February 28, 2002, corporate expense decreased $0.3 million compared with the same period last year. The higher cost last year was primarily due to the costs incurred during 2001 associated with the implementation of the Economic Value Added (EVA(R)) financial and compensation system. INTEREST EXPENSE. Interest expense for the second quarter of fiscal 2002 decreased $0.8 million to $0.6 million compared with the second quarter of fiscal 2001. The decrease was primarily a result of lower average borrowings due to decreased working capital levels and lower average interest rates. OTHER INCOME (EXPENSE). In the second quarter of fiscal 2002, other income decreased $2.9 million compared with the second quarter of fiscal 2001. The decrease was primarily due to a loss of $1.5 million related to the early termination of two vessel charter agreements with a related company (see "Related Parties" discussion below) and a $0.8 million loss on the sale of a non-strategic steel forging business that was part of a 1995 Metals Recycling Business acquisition. INCOME TAX PROVISION. In the second quarter of fiscal 2002, it was determined that the Company qualified for certain tax credits in the State of California aggregating $1.6 million. These credits do not expire and can be used to offset California state income taxes. Accordingly, the tax provision was adjusted for the quarter to reflect a year-to-date effective tax rate of 20%, which resulted in a tax benefit of 37% compared with a tax expense of 32% in the prior year second quarter. FIRST HALF OF FISCAL 2002 VS. FIRST HALF OF FISCAL 2001 - ------------------------------------------------------- REVENUES. Consolidated revenues for the six months ended February 28, 2002 decreased $20.3 million (13%) from the same period last year. The lower revenues were primarily attributed to decreased sales volumes for both the Metals Recycling Business and the Steel Manufacturing Business, as well as lower average sales prices. During the six months ended February 28, 2002, revenues for the Metals Recycling Business, before intercompany eliminations, decreased $9.0 million (9%), which was attributed to lower shipping volumes coupled with lower average sales prices. Ferrous and nonferrous sales volumes decreased by 5% and 4%, respectively, from the same period in the prior year. Average sales prices for ferrous and nonferrous metals were $6 per ton (6%) and $0.04 per pound (9%) lower, respectively, than the first half of fiscal 2001. Ferrous sales volumes decreased by 36,000 tons (5%) because domestic sales to external customers and the Company's Steel Manufacturing Business declined as markets softened due to the slowing U.S. economy. This decrease was partially offset by a 31% increase in export sales volume. The Portland, Oregon yard, which historically sells the majority of its ferrous scrap metal to the Company's Steel Manufacturing Business, had three export sales during the six months ended February 28, 2002, compared with none during the same period of fiscal 2001. Firm foreign demand, especially from Asia, also contributed. 15
SCHNITZER STEEL INDUSTRIES, INC. The Steel Manufacturing Business' revenues for the six months ended February 28, 2002 decreased $18.5 million (22%), to $66.9 million, from the first half of the prior year. Finished steel shipments decreased 53,000 tons (18%) and the average finished steel selling price declined $13 per ton (4%). The decrease in sales volume was primarily due to the slowdown in the U.S. economy and continued competition from lower priced imported finished steel products. Nearly half of the volume decrease was from wire rod, reflecting the strong import competition. The decrease in the average selling price was also indicative of the slowing U.S. economy and competition from the lower priced steel imports. On March 6, 2002, President Bush announced tariffs on certain imported steel products which compete in the Company's West Coast markets. Two major products, rebar and merchant bar, will have tariffs imposed of 15% and 30%, respectively. The tariffs will be in effect for three years, but will decline each year during the tariff period. Additionally, on April 3, 2002, the U.S. Commerce Department announced a preliminary determination that steel wire rod from seven countries is being sold in the U.S. market below fair value. The Commerce Department has imposed preliminary antidumping duties on wire rod imports from these countries. Final duties will be announced later this year. COST OF GOODS SOLD. Consolidated cost of goods sold decreased by $13.6 million (10%) for the six months ended February 28, 2002, compared with the same period last year. Cost of goods sold increased as a percentage of revenues from 90% to 93%, compared with the first half of fiscal 2001, which contributed to a $6.8 million decline in gross profit. During the first six months of fiscal 2002, the Metals Recycling Business' cost of goods sold decreased $7.3 million over the prior year. The cost of goods sold as a percentage of revenues increased from 88% for the first half of fiscal 2001 to 89% during the first half of fiscal 2002, contributing to a decrease in gross profit. This decrease in gross margin in the first six months of fiscal 2002 was partially attributable to lower average ferrous metals selling prices per ton due to lower worldwide demand for ferrous metals, though demand from Asia, especially China, remained firm. The lower average selling prices per ton were partially offset by a $3 per ton (4%) decrease in the average ferrous metals cost of sales per ton. Domestic prices were also lower due to the general economic slowdown in the U.S. Local competition for the purchase of ferrous metals in the Pacific Northwest continued to impact the cost of sales, also directly affecting overall gross margin. During the first six months of fiscal 2002, cost of goods sold for the Steel Manufacturing Business decreased $14.4 million compared to the same period last year and increased as a percentage of revenues from 96% to 101%. Gross profit decreased from $3.4 million to a negative $0.8 million compared with the first half of last year. A lower average sales price per ton coupled with higher production costs per ton, compared with the first six months of fiscal 2001, caused the average cost of goods sold per ton to increase $2 per ton (1%) to $281 per ton, further eroding margins. This was primarily due to continued mill curtailments, which increased production costs per ton as fixed costs were spread over fewer production tons. JOINT VENTURES. For the six months ended February 28, 2002, revenues for Joint Ventures in the Metals Recycling Business increased by $10.0 million from the first six months of last year. The increase was primarily due to higher sales volumes for ferrous metals, which were partially offset by lower average ferrous per ton sales price. The higher sales volumes were caused primarily by increasing focus on reducing the level of investment in inventories. Income recognized from these joint ventures increased by $4.6 million over the first six months of fiscal 2001 to $7.4 million. The increase in income from these joint ventures, despite lower sales prices and volumes, was primarily caused by the Joint Ventures' successful efforts to reduce the cost of unprocessed inventory and improve operational efficiencies, significantly increasing their operating margins. Revenues of Joint Venture Suppliers of Metal increased from $28.1 million to $28.8 million due to higher selling prices and increased project revenue. Year-to-date, the Company's equity in income from these joint ventures increased to $1.8 million from $1.3 million for the previous year. 16
SCHNITZER STEEL INDUSTRIES, INC. SELLING AND ADMINISTRATIVE EXPENSES. Overall, selling and administrative expenses rose $0.4 million year-to-date compared with the same period last year. Higher commission expenses related to ferrous export sales predominantly drove the increase. Additionally, salary expense increased because the Company took over one of its joint ventures late in fiscal 2001, which resulted in reporting its results within each financial line item. Previously, the Company picked up its respective share of income or loss in the Income From Joint Ventures line item. For the six months ended February 28, 2002, corporate expense decreased $0.6 million compared with the same period last year. This decrease was primarily due to the costs associated with the implementation of the Economic Value Added (EVA(R)) financial and compensation system paid in the first half of fiscal 2001. INTEREST EXPENSE. For the six months ended February 28, 2002, interest expense decreased $1.5 million to $1.3 million compared with the same period last year. The decrease was a result of lower average borrowings due to decreased working capital levels and lower average interest rates. OTHER INCOME (EXPENSE). In the first half of fiscal 2002, other income decreased $3.3 million compared with the first half of fiscal 2001. The decrease was partially attributable to a loss of $1.5 million recorded in fiscal 2002 related to the termination of two vessel charter agreements with a related party. Additionally, the Company recognized a non-cash loss of $0.8 million on the sale of a non-strategic steel forging business that was part of a 1995 Metals Recycling Business acquisition (see "Related Parties" discussion below). Finally, fiscal 2002 year-to-date interest income was lower because of lower interest rates. INCOME TAX PROVISION. The income tax rate used for the first half of fiscal 2002 was 20% compared with 32% for the first half of fiscal 2001. In the second quarter of fiscal 2002, it was determined that the Company qualified for certain tax credits in the State of California aggregating $1.6 million. The tax credits, which do not expire and can be utilized to offset California income taxes, are responsible for the decline in tax rate. RELATED PARTIES. The Company enters into financial transactions with certain of its joint venture partnerships and other companies in which shareholders of the Company or their relatives own significant interests as discussed below. o One related company, a shipping agent, arranges ship charters for the Metals Recycling Business' recycled ferrous metal export shipments. The charters can be with ships owned by a related company or with independently owned ships. The Company pays market rates for all charters. In the second quarter of fiscal 2002 the Company terminated two vessel charter agreements with a related company. These agreements were entered into in the mid-1990s for the purpose of hedging ocean shipping rates. Current ocean shipping rates are $7 to $8 per ton lower than the all-in contracted rates. Thus, the Company decided to terminate these charters to take advantage of these lower rates currently available in the market. The Company has no remaining vessel charter agreements with the related company. o The Company purchases recycled metals in the form of auto bodies from its self-service auto dismantling joint venture. The Company negotiates prices monthly, based on market conditions, to purchase a significant portion of the joint venture's inventory. This provides a consistent and predictable flow of raw material to the Company's Oakland, California export facility; o The Company leases certain land and buildings from a related real estate company under operating leases. Lease amounts are market rates and are adjusted every three years, with the exception of the Metals Recycling Business's Portland, Oregon facility. The rent for that facility will be adjusted in 2003 and every 15 years thereafter to market rates. In 2008 and every five years thereafter, except in the year of a market rate adjustment, the rent will be adjusted based on the Consumer and Producer Price Indices; 17
SCHNITZER STEEL INDUSTRIES, INC. o The Company performs some administrative services and provides operation and maintenance of information systems for certain related parties. These services are charged to the related parties based upon cost plus a 15% margin for overhead. o The Company converted $28.3 million in advances to its auto dismantling joint venture into a note receivable. The note, dated February 22, 2002, matures March 1, 2009. Interest is payable monthly and is calculated at prime rate less 2%. Principal payments are made quarterly and will be in the amount of 25% of the joint venture's net income for the quarter just ended. All outstanding principal and interest is due at maturity. o The Company funds 30 to 50% of the working capital needs of the Schnitzer-Neu joint ventures. These joint ventures remit cash to the Company as it is available. LIQUIDITY AND CAPITAL RESOURCES. Cash provided by operations for the six months ended February 28, 2002 was $11.8 million, compared with $20.5 million for the first half of fiscal 2001. The decrease in cash flow was primarily due to a decrease in income from the Company's wholly-owned operations. Capital expenditures for the six months ended February 28, 2002 and 2001 were $4.4 million. The Company expects to spend approximately $5.0 million on capital projects during the remainder of fiscal 2002. As a result of acquisitions completed in prior years, the Company had $22.6 million of accrued environmental liabilities as of February 28, 2002. The Company expects to require significant future cash outlays as it incurs the actual costs relating to the remediation of such environmental liabilities. As of February 28, 2002, the Company had committed unsecured revolving lines of credit totaling $200 million maturing in 2003. The Company also had additional unsecured lines of credit of $40 million, which were uncommitted. In the aggregate, the Company had borrowings outstanding under these lines totaling $80 million at February 28, 2002. The Company's debt agreements have certain restrictive covenants. As of February 28, 2002, the Company was in compliance with such covenants. The Company has certain contractual obligations and commercial commitments to make future payments. The following table summarizes these future obligations and commitments as of February 28, 2002 (in thousands): Less than 1-3 4-5 After 5 Total 1 Year Years Years Years ----- --------- ----- ----- ----- Long-term debt $ 88,150 $ 65 $ 80,184 $ 201 $ 7,700 Operating leases 100,322 1,263 5,836 3,509 89,714 Letters of credit 5,800 5,800 -------- -------- -------- -------- -------- Total $194,272 $ 7,128 $ 86,020 $ 3,710 $ 97,414 ======== ======== ======== ======== ======== Pursuant to a stock repurchase program the Company is authorized to repurchase up to 3.0 million shares of its stock when the market price of the Company's stock is not reflective of management's opinion of an appropriate valuation of the stock. Management believes that repurchasing shares under these conditions enhances shareholder value. During the first six months of fiscal 2002, the Company repurchased 99,000 shares for $1.3 million. As of February 28, 2002, the Company had repurchased a total of 1.3 million shares under this program. 18
SCHNITZER STEEL INDUSTRIES, INC. The Company believes that its current cash balance, internally generated funds and existing credit facilities will provide adequate financing for capital expenditures, working capital, stock repurchases, and debt service requirements for the next twelve months. In the longer term, the Company may seek to finance business expansion, including potential acquisitions, with additional borrowing arrangements or additional equity financing. The principal sources of liquidity are cash flows from the sales of processed recycled metals by its Metals Recycling Business and the sales of finished steel products by its Steel Manufacturing Business. For the Metals Recycling Business, cash flows from sales are subject to market price changes for both the purchase of unprocessed recycled metals and the sale of processed recycled metals. The current economic upturn in the U.S., and to a lesser extent worldwide, is leading to higher prices for purchases and sales of metals. The Steel Manufacturing Business is subject to sales price market risk from both domestic and foreign makers. The Steel Manufacturing Business is not a market leader and, consequently must make price changes consistent with the larger producing market leaders. Also, foreign producers sell their products in the U.S. at prices lower than the major domestic producers, taking away market share. On March 6, 2002, President Bush announced tariffs on certain imported steel products which compete in the Company's West Coast markets. Two major products, rebar and merchant bar, will have tariffs imposed of 15% and 30%, respectively. The tariffs will be in effect for three years, but will decline each year during the tariff period. Additionally, on April 3, 2002, the U.S. Commerce Department announced a preliminary determination that steel wire rod from seven countries is being sold in the U.S. market below fair value. The Commerce Department has imposed preliminary antidumping duties on wire rod imports from these countries. Final duties will be announced later this year. Also, see Factors That Could Affect Future Results below. OUTLOOK. The Metals Recycling Business is seeing prices for recycled metals begin to rise and demand continue to remain solid. Export prices for recycled ferrous metals are expected to be modestly higher in the third quarter compared with the second quarter. Sales volumes should approximate those of the second quarter. The Company anticipates results for the Steel Manufacturing Business will increase due to normal seasonal increases in construction demand, recently announced average price increases of $10 per ton for rebar and wire rod and $15 per ton for merchant bar, and the impact of the import tariffs mentioned earlier. On a consolidated level, the Company will benefit from the previously mentioned tax credits from the State of California, which should reduce the fiscal 2002 effective tax rate to approximately 20%. Based upon current information, the Company expects that third quarter of 2002 results will generate net income in the $0.20 to $0.30 per share range. FACTORS THAT COULD AFFECT FUTURE RESULTS. Management's Discussion and Analysis of Financial Condition and Results of Operations, particularly the Outlook section appearing immediately above, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. One can generally identify these forward-looking statements because they contain "expect", "believe", and other words which convey a similar meaning. One can also identify these statements as they do not relate strictly to historical or current facts. Examples of factors affecting Schnitzer Steel Industries, Inc.'s wholly-owned operations and its joint ventures (the Company) that could cause actual results to differ materially are the following: CYCLICALITY AND GENERAL MARKET CONSIDERATIONS: Selling prices for recycled metals are highly cyclical in nature and subject to worldwide economic conditions. In addition, the cost and availability of recycled metals are subject to volatile supply and demand conditions beyond the Company's control, resulting in periodic fluctuations in recycled metals prices. While the Company attempts to maintain margins by responding to changing recycled metals selling prices through adjustments to its metals purchase prices, the Company's ability to do so is limited by competitive factors as well as the impact of lower prices on the volume of scrap available to the Company. Moreover, increases in recycled metals prices can adversely affect the operating results of the Company's Steel Manufacturing Business because increases in steel prices generally lag increases in ferrous recycled metals prices. 19
SCHNITZER STEEL INDUSTRIES, INC. The steel industry is also highly cyclical in nature and sensitive to general economic conditions. Future economic downturns or a stagnant economy may adversely affect the performance of the Company. The Company expects to continue to experience seasonal fluctuations in its revenues and net income. Revenues can fluctuate significantly quarter to quarter due to factors such as the seasonal slowdown in the construction industry, which is an important buyer of the Company's finished steel products. The timing and extent of the slowdown is also dependent on the weather. The Company makes a number of large ferrous recycled metals shipments to foreign steel producers each year. Customer requirements, shipping schedules and other factors limit the Company's control over the timing of these shipments. Variations in the number of foreign shipments from quarter to quarter will result in fluctuations in quarterly revenues and earnings. The Company's expectations regarding ferrous metal sales prices and volumes, as well as earnings, are based in part on the assumption that orders from customers for larger shipments are not cancelled or delayed. COMPETITION: The recycled metals industry is highly competitive, with the volume of purchases and sales subject to a number of competitive factors, principally price. The Company has competition from both large and numerous smaller companies in its markets for the purchase of recyclable metals. The Company competes with a number of U.S. and foreign recycled metals processors for sales to foreign customers. The domestic steel industry also is highly competitive. Steel prices can be highly volatile and price is a significant competitive factor. The Company competes with several steel producers in the western U.S. for sales of its products. In addition, in recent years, the Company has experienced significant foreign competition, which is often subsidized by large government agencies. On March 6, 2002, President Bush announced tariffs on certain imported steel products which compete in the Company's West Coast markets. Two major products, rebar and merchant bar, will have tariffs imposed of 15% and 30%, respectively. The tariffs will be in effect for three years, but will decline each year during that period. Additionally, on April 3, 2002, the U.S. Commerce Department announced a preliminary determination that steel wire rod from seven countries is being sold in the U.S. market below fair value. The Commerce Department has imposed preliminary antidumping duties on wire rod imports from these countries. Final duties will be announced later this year. JOINT VENTURES: The Company has significant investments in joint venture companies. The Company does not manage the day-to-day activities of these businesses. As a result, it does not have the same ability to control the operations and related financial results as it does with its wholly owned businesses. These businesses are, however, impacted by many of the same risk factors mentioned above. Therefore, it is difficult to predict the financial results of these businesses. ENERGY SUPPLY: The Company and its joint ventures utilize various energy sources to operate their facilities. In particular, electricity and natural gas currently represent approximately 10% of the cost of steel manufactured for the Company's Steel Manufacturing Business. The Steel Manufacturing Business purchases hydroelectric power under long-term contracts from government sources which rely on the Bonneville Power Administration (BPA). Historically, these contracts have had favorable prices and are long-term in nature. The Company has a contract that expires in September 2006. The BPA increased rates as much as 46% as of October 1, 2001. Rates will be adjusted by the BPA every six months from then forward. It is not possible to predict future rate changes. The Steel Manufacturing Business also has long-term contracts for natural gas. In October 2000, the Company entered into a new contract, which is set to expire on October 31, 2002. The latest contract negotiations resulted in rates that were 30% higher then the previous agreement. As this contract comes to an end, the Company will attempt to negotiate a new long-term contract; however, it is not possible to predict the terms of the contract. 20
SCHNITZER STEEL INDUSTRIES, INC. The inability of the Company to negotiate favorable terms of electricity, natural gas and other energy sources could adversely affect the performance of the Company. One should understand that it is not possible to predict or identify all factors that could cause actual results to differ from the Company's forward-looking statements. Consequently, the reader should not consider any such list to be a complete statement of all potential risks or uncertainties. Further, the Company does not assume any obligation to update any forward-looking statement. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company periodically uses derivative financial instruments to limit exposure to changes in interest rates. Because such derivative instruments are used solely as hedges and not for speculative trading purposes, they do not represent incremental risk to the Company. For further discussion of derivative financial instruments, refer to "FAIR VALUE OF FINANCIAL INSTRUMENTS" in the consolidated Financial Statements included in Item 8 of Form 10-K for the fiscal year ended August 31, 2001. 21
SCHNITZER STEEL INDUSTRIES, INC. PART II ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The 2002 annual meeting of the shareholders was held on January 28, 2002. Holders of 4,559,506 shares of the Company's Class A common stock, entitled to one vote per share, and 4,303,828 shares of the Company's Class B common stock, entitled to ten votes per share, were present in person or by proxy at the meeting. (b) Leonard Schnitzer, Robert W. Philip, Kenneth M. Novack, Gary Schnitzer, Dori Schnitzer, Carol S. Lewis, Scott Lewis, Jean S. Reynolds, Robert S. Ball, William A. Furman, and Ralph R. Shaw were elected directors of the Company. (c) The meeting was called for the following purposes: 1. To elect Leonard Schnitzer, Robert W. Philip, Kenneth M. Novack, Gary Schnitzer, Dori Schnitzer, Carol S. Lewis, Scott Lewis, Jean S. Reynolds, Robert S. Ball, William A. Furman, and Ralph R. Shaw as directors of the Company. This proposal was approved as follows: Votes For Votes Withheld --------- -------------- Leonard Schnitzer 46,160,874 1,436,912 Robert W. Philip 46,160,894 1,436,892 Kenneth M. Novack 46,156,539 1,441,247 Gary Schnitzer 46,160,874 1,436,912 Dori Schnitzer 47,130,334 467,452 Carol S. Lewis 47,130,234 467,552 Scott Lewis 47,129,779 468,007 Jean S. Reynolds 47,130,199 467,587 Robert S. Ball 47,125,914 471,872 William A. Furman 47,130,114 467,672 Ralph R. Shaw 47,130,114 467,672 2. To approve and ratify the proposed Amendment to the 1993 Stock Incentive Plan This proposal was approved by the stockholders with 44,268,661 votes cast for and 2,561,804 votes cast against. There were 6,145 abstentions and 761,175 broker non-votes. 3. To approve and ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Corporation. This proposal was approved by the stockholders with 47,583,330 votes cast for, 12,376 votes cast against, and 2,080 abstentions. 22
SCHNITZER STEEL INDUSTRIES, INC. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K: (a) Exhibits 10.1 1993 Stock Incentive Plan of the Registrant. (b) Reports on Form 8-K None 23
SCHNITZER STEEL INDUSTRIES, INC. 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 thereunto duly authorized. SCHNITZER STEEL INDUSTRIES, INC. (Registrant) Date: April 15, 2002 By:/s/ Barry A. Rosen -------------- ----------------------------- Barry A. Rosen Vice President, Finance 24