(Mark One)
| |_| | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended June 30, 2004 | |
| OR | |
| |_| | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
BAYOU STEEL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware
(State of incorporation) |
72-1125783
(I.R.S. Employer Identification No.) |
138 Highway
3217, P.O. Box 5000, LaPlace, Louisiana 70069
(Address of principal executive
offices)
(Zip Code)
(985) 652-4900
(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, and (2) has been subject to such filing requirements for the past 90 days. Yes |_| No |_|
Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b2 of the Exchange Act).
Yes |_| No |_|
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Shares Outstanding at June 30, 2004 | |
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| Common Stock, $.01 par value | 2,000,000 Shares |
Page 2
Item 1. FINANCIAL STATEMENTS
| Successor Company |
Predecessor Company |
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| June
30, 2004 |
September
30, 2003 |
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| CURRENT ASSETS: | ||||||
| Cash | $ | 97,890 | $ | 178,170 | ||
| Receivables, net of allowance for doubtful accounts | ||||||
| of $771,254 and $831,680 respectively | 25,335,654 | 21,137,404 | ||||
| Inventories | 52,664,153 | 50,228,969 | ||||
| Prepaid expenses | 1,308,199 | 1,565,543 | ||||
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| Total current assets | 79,405,896 | 73,110,086 | ||||
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| PROPERTY, PLANT AND EQUIPMENT, NET | 1,611,161 | 83,936,529 | ||||
| OTHER ASSETS | — | 1,918,971 | ||||
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| Total assets | $ | 81,017,057 | $ | 158,965,586 | ||
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The accompanying notes are an integral part of these statements.
Page 3
| Successor Company |
Predecessor Company |
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| June
30, 2004 |
September
30, 2003 |
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| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 9,981,895 | $ | 8,336,052 | ||
| Accrued plant turnaround costs | 2,088,979 | 1,814,110 | ||||
| Income taxes payable | 2,068,424 | — | ||||
| Other accrued liabilities | 5,964,093 | 5,842,182 | ||||
| Debtor-in-possession financing | — | 18,328,228 | ||||
| Credit facility | 16,668,464 | — | ||||
| Post-reorganization debt | 749,145 | — | ||||
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| Total current liabilities | 37,521,000 | 34,320,572 | ||||
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| PRE-PETITION LIABILITIES SUBJECT TO COMPROMISE | — | 138,312,386 | ||||
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| LONG-TERM DEBT | 30,586,884 | — | ||||
| COMMITMENTS AND CONTINGENCIES | ||||||
| COMMON STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||
| Common stock, $.01 par value - | ||||||
| Class A: 24,271,127 shares authorized, 0 and 10,619,380 issued and | ||||||
| outstanding at June 30, 2004 and September 30, 2003, respectively | — | 106,194 | ||||
| Class B: 4,302,347 shares authorized, 0 and 2,271,127 issued and | ||||||
| outstanding at June 30, 2004 and September 30, 2003, respectively | — | 22,711 | ||||
| Class C: 100 shares authorized, 0 and 100 issued and outstanding | ||||||
| at June 30, 2004 and September 30, 2003, respectively | — | 1 | ||||
| New common equity: 5,000,000 authorized, 2,000,000 and 0 issued and | ||||||
| outstanding at June 30, 2004 and September 30, 2003, respectively | 20,000 | — | ||||
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| Total common stock | 20,000 | 128,906 | ||||
| Paid-in-capital | 5,029,103 | 46,045,224 | ||||
| Retained earnings (accumulated deficit) | 7,860,070 | (59,363,569 | ) | |||
| Accumulated other comprehensive income (loss) | — | (477,933 | ) | |||
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| Total common stockholders’ equity (deficit) | 12,909,173 | (13,667,372 | ) | |||
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| Total liabilities and common stockholders’ equity (deficit) | $ | 81,017,057 | $ | 158,965,586 | ||
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The accompanying notes are an integral part of these statements.
Page 4
| Successor Company |
Predecessor Company |
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| Three
Months Ended June 30, 2004 |
Three
Months Ended June 30, 2003 |
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| NET SALES | $ | 59,341,260 | $ | 37,674,493 | ||
| COST OF SALES | 46,548,402 | 38,017,533 | ||||
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| GROSS MARGIN | 12,792,858 | (343,040 | ) | |||
| SELLING, GENERAL AND ADMINISTRATIVE | 1,826,629 | 1,751,239 | ||||
| REORGANIZATION EXPENSE | — | 1,421,491 | ||||
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| OPERATING INCOME (LOSS) | 10,966,229 | (3,515,770 | ) | |||
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| OTHER INCOME (EXPENSE): | ||||||
| Interest expense | (880,609 | ) | (236,346 | ) | ||
| Miscellaneous | (196,326 | ) | 142,095 | |||
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| (1,076,935 | ) | (94,251 | ) | |||
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| INCOME (LOSS) BEFORE INCOME TAX | 9,889,294 | (3,610,021 | ) | |||
| PROVISION FOR INCOME TAX | 3,825,292 | — | ||||
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| NET INCOME (LOSS) | $ | 6,064,002 | $ | (3,610,021 | ) | |
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| WEIGHTED AVERAGE BASIC COMMON | ||||||
| SHARES OUTSTANDING | 2,000,000 | 12,890,607 | ||||
| NET INCOME (LOSS) PER BASIC COMMON SHARE | $ | 3.03 | $ | (0.28 | ) | |
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| WEIGHTED AVERAGE DILUTED COMMON | ||||||
| SHARES OUTSTANDING | 2,039,150 | 12,890,607 | ||||
| NET INCOME (LOSS) PER DILUTED COMMON SHARE | $ | 2.97 | $ | (0.28 | ) | |
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The accompanying notes are an integral part of these statements.
Page 5
| Successor Company |
Predecessor Company | ||||||||
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Period from February 18, 2004 through June 30, 2004 |
Period from October 1, 2003 through February 17, 2004 |
Nine
Months Ended June 30, 2003 |
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| NET SALES | $ | 89,356,146 | $ | 81,909,905 | $ | 103,899,535 | |||
| COST OF SALES | 72,895,793 | 80,635,486 | 112,525,732 | ||||||
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| GROSS MARGIN | 16,460,353 | 1,274,419 | (8,626,197 | ) | |||||
| IMPAIRMENT LOSS ON LONG-LIVED ASSETS | — | — | 8,000,000 | ||||||
| SELLING, GENERAL AND ADMINISTRATIVE | 2,647,733 | 2,766,346 | |||||||