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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the quarter ended March 31, 2012		Commission file number 1-3919

Keystone Consolidated Industries, Inc.

 

(Exact name of Registrant as specified in its charter)

 

Delaware				37-0364250
(State or other jurisdiction of Incorporation or organization)				(IRS Employer Identification No.)
5430 LBJ Freeway, Suite 1740, Three Lincoln Centre, Dallas, Texas				75240-2697
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code:				(972) 458-0028

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  ¨

Whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act). Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x    Smaller reporting company  ¨.

Whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  x    No  ¨.

Number of shares of common stock outstanding on May 15, 2012: 12,101,932

 

 

 

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KEYSTONE CONSOLIDATED INDUSTRIES, INC.

AND SUBSIDIARIES

INDEX

 

				Page
Part I.		FINANCIAL INFORMATION
Item 1.		Financial Statements
		Condensed Consolidated Balance Sheets – December 31, 2011; March 31, 2012 (unaudited)			3
		Condensed Consolidated Statements of Income (unaudited) – Three months ended March 31, 2011 and 2012			5
		Condensed Consolidated Statements of Comprehensive Income (unaudited) – Three months ended March 31, 2011 and 2012			6
		Condensed Consolidated Statements of Cash Flows (unaudited) – Three months ended March 31, 2011 and 2012			7
		Condensed Consolidated Statement of Stockholders’ Equity (unaudited) – Three months ended March 31, 2012			8
		Notes to Condensed Consolidated Financial Statements (unaudited)			9
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			25
Item 4.		Controls and Procedures			25
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings			26
Item 1A.		Risk Factors			26
Item 6.		Exhibits			26
Items 2, 3, 4 and 5 of Part II are omitted because there is no information to report.

 

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KEYSTONE CONSOLIDATED INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

		December 31,				March 31,
		2011				2012
						(unaudited)
ASSETS
Current assets:
Accounts receivable, net		$	58,976			$	73,253
Inventories			88,567				98,497
Deferred income taxes			12,194				12,194
Prepaid expenses and other			2,033				1,478
Total current assets			161,770				185,422
Property, plant and equipment:
Land			1,468				1,468
Buildings and improvements			64,959				64,166
Machinery and equipment			348,789				350,032
Construction in progress			5,607				1,837
			420,823				417,503
Less accumulated depreciation			327,820				326,086
Net property, plant and equipment			93,003				91,417
Other assets:
Pension asset			71,719				78,420
Other, net			1,455				1,436
Total other assets			73,174				79,856
Total assets		$	327,947			$	356,695

 

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KEYSTONE CONSOLIDATED INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

 

		December 31,				March 31,
		2011				2012
						(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt		$	33,631			$	52,480
Accounts payable			14,334				15,811
Accrued OPEB cost			1,220				1,220
Income taxes payable to Contran			3,769				2,261
Income taxes payable to tax authorities			713				595
Other accrued liabilities			29,361				26,740
Total current liabilities			83,028				99,107
Noncurrent liabilities:
Long-term debt			983				995
Accrued pension cost			21,664				21,716
Accrued OPEB cost			50,470				50,694
Deferred income taxes			17,783				20,985
Other			1,891				2,220
Total noncurrent liabilities			92,791				96,610
Stockholders’ equity:
Common stock			121				121
Additional paid-in capital			99,024				99,024
Accumulated other comprehensive loss			(182,093	)			(180,508	)
Retained earnings			235,076				242,341
Total stockholders’ equity			152,128				160,978
Total liabilities and stockholders’ equity		$	327,947			$	356,695

Commitments and contingencies (Note 5)

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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KEYSTONE CONSOLIDATED INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

 

		Three months ended March 31,
		2011				2012
		(unaudited)
Net sales		$	134,163			$	153,293
Cost of goods sold			(120,734	)			(137,220	)
Gross margin			13,429				16,073
Other operating income (expense):
Selling expense			(1,815	)			(2,086	)
General and administrative expense			(3,464	)			(5,137	)
Defined benefit pension credit			4,750				1,899
Other postretirement benefit credit			1,300				1,577
Total other operating income (expense)			771				(3,747	)
Operating income			14,200				12,326
Nonoperating income (expense):
Interest expense			(275	)			(360	)
Other income (expense), net			123				(277	)
Total nonoperating expense			(152	)			(637	)
Income before income taxes			14,048				11,689
Provision for income taxes			(6,085	)			(4,424	)
Net income		$	7,963			$	7,265
Basic and diluted income per share		$	0.66			$	0.60
Basic and diluted weighted average shares outstanding			12,102				12,102

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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KEYSTONE CONSOLIDATED INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

		Three months ended March  31,
		2011				2012
		(unaudited)
Net income		$	7,963			$	7,265
Other comprehensive income (loss), net of tax:
Defined benefit pension plans:
Amortization of prior service cost			186				186
Amortization of net actuarial losses			1,551				2,682
Other postretirement benefit plans:
Amortization of prior service credit			(2,441	)			(2,442	)
Amortization of net actuarial losses			1,291				1,159
Total other comprehensive income, net			587				1,585
Comprehensive income		$	8,550			$	8,850

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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KEYSTONE CONSOLIDATED INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Three months ended March 31,
		2011				2012
		(unaudited)
Cash flows from operating activities:
Net income		$	7,963			$	7,265
Depreciation and amortization			2,823				2,875
Deferred income taxes			4,431				2,162
Defined benefit pension credit			(4,750	)			(1,899	)
OPEB credit			(1,300	)			(1,577	)
OPEB payments			(323	)			(324	)
Other, net			(35	)			382
Change in assets and liabilities:
Accounts receivable			(14,790	)			(14,279	)
Inventories			(13,954	)			(9,930	)
Accounts payable and accrued liabilities			10,527				(815	)
Income taxes payable to Contran			–				(1,508	)
Income taxes payable to tax authorities			2,100				(118	)
Other, net			(591	)			555
Net cash used in operating activities			(7,899	)			(17,211	)
Cash flows from investing activities:
Capital expenditures			(2,705	)			(2,307	)
Other, net			58				28
Net cash used in investing activities			(2,647	)			(2,279	)
Cash flows from financing activities:
Revolving credit facility, net			10,549				18,850
Other, net			(3	)			640
Net cash provided by financing activities			10,546				19,490
Net change in cash and cash equivalents			–				–
Cash and cash equivalents, beginning of period			–				–
Cash and cash equivalents, end of period		$	–			$	–
Supplemental disclosures:
Cash paid for:
Interest, net of amount capitalized		$	243			$	329
Income taxes, net			10				3,887

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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KEYSTONE CONSOLIDATED INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three months ended March 31, 2012

(In thousands)

 

		Common stock				Additional paid-in capital				Accumulated other comprehensive income (loss)								Retained Earnings				Total
										Pensions				OPEB
Balance – December 31, 2011		$	121			$	99,024			$	(192,552	)		$	10,459			$	235,076			$	152,128
Net income			–				–				–				–				7,265				7,265
Other comprehensive income (loss), net			–				–				2,868				(1,283	)			–				1,585
Balance – March 31, 2012		$	121			$	99,024			$	(189,684	)		$	9,176			$	242,341			$	160,978

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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KEYSTONE CONSOLIDATED INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

(unaudited)

Note 1 – Organization and basis of presentation:

The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2011 that we filed with the Securities and Exchange Commission (“SEC”) on March 15, 2012 (the “2011 Annual Report”). In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) in order to state fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. At the end of 2011, we changed our method of accounting for productive inventories at Keystone Steel & Wire (“KSW”) and Engineered Wire Products, Inc. (“EWP”) from last-in first-out (“LIFO”) to first-in first out (“FIFO”) at KSW and average cost at EWP. Accordingly, our results of operations and cash flows for the first quarter of 2011 have been restated in this Quarterly Report to reflect this change in accounting. As compared to the 2011 Annual Report, we have omitted certain information and footnote disclosures from this Quarterly Report that are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our results of operations for the interim period ended March 31, 2012 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with the 2011 Consolidated Financial Statements contained in the 2011 Annual Report.

At March 31, 2012, Contran Corporation (“Contran”) owned approximately 88% of our outstanding common stock. Substantially all of Contran’s outstanding voting stock is held by trusts established for the benefit of certain children and grandchildren of Harold C. Simmons (for which Mr. Simmons is the sole trustee) or is held directly by Mr. Simmons or other persons or companies related to Mr. Simmons. Consequently, Mr. Simmons may be deemed to control Contran and us.

Unless otherwise indicated, references in this report to “we”, “us” or “our” refer to Keystone Consolidated Industries, Inc. (“KCI”) and its subsidiaries, taken as a whole.

Note 2 – Business segment information:

Our operating segments are organized by our manufacturing facilities and include three reportable segments:

 

—

KSW, located in Peoria, Illinois, operates an electric arc furnace mini-mill, rod mill, industrial wire mill and wire product fabrication facilities and manufactures and sells wire rod, coiled rebar, industrial wire, fabricated wire and other products to agricultural, industrial, construction, commercial, original equipment manufacturers and retail consumer markets;

 

—

EWP, located in Upper Sandusky, Ohio, primarily manufactures and sells wire mesh in both roll and sheet form that is utilized as reinforcement in concrete construction products including pipe, pre-cast boxes and applications for use in roadways, buildings and bridges; and

 

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—

Keystone-Calumet, Inc. (“Calumet”), located in Chicago Heights, Illinois, manufactures and sells merchant and special bar quality products and special sections in carbon and alloy steel grades for use in agricultural, cold drawn, construction, industrial chain, service centers and transportation applications as well as in the production of a wide variety of products by original equipment manufacturers.

We are vertically integrated, converting substantially all of our products from billets produced in KSW’s steel mini-mill. Calumet’s primary raw material is billet and EWP’s primary raw material is wire rod. Both Calumet and EWP source the majority of their primary raw material requirements from KSW.

 

		Three months ended March 31,
		2011				2012
		(In thousands)
Net sales:
KSW		$	135,337			$	152,991
EWP			11,042				12,749
Calumet			6,397				7,442
Elimination of intersegment sales			(18,613	)			(19,889	)
Total net sales		$	134,163			$	153,293
Operating income (loss):
KSW		$	8,941			$	10,537
EWP			111				446
Calumet			100				(185	)
Pension credit			4,750				1,899
OPEB credit			1,300				1,577
Other(1)			(1,002	)			(1,948	)
Total operating income			14,200				12,326
Non operating income (expense):
Interest expense			(275	)			(360	)
Other income (expense), net			123				(277	)
Income before income taxes		$	14,048			$	11,689

⁽¹⁾ Other items primarily consist of the elimination of intercompany profit or loss on ending inventory balances and general corporate expenses.

Note 3 – Inventories, net:

 

		December 31,				March 31,
		2011				2012
		(In thousands)
Raw materials		$	6,995			$	6,907
Billet			12,702				12,684
Wire rod			7,155				15,197
Work in process			6,771				7,612
Finished products			29,228				31,286
Supplies			25,716				24,811
Total		$	88,567			$	98,497

 

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Note 4 – Debt:

 

		December 31,				March 31,
		2011				2012
		(In thousands)
Wells Fargo revolving credit facility		$	33,630			$	52,480
Other			984				995
Total debt			34,614				53,475
Less current maturities			33,631				52,480
Total long-term debt		$	983			$	995

The average rate on the revolving credit facility was 2.7% at March 31, 2012.

Note 5 – Environmental matters and other commitments and contingencies:

We have been named as a defendant for certain environmental sites pursuant to governmental laws and private actions, including waste disposal sites and facilities currently or previously owned, operated or used by us. These proceedings seek cleanup costs, damages for personal injury or property damage and/or damages for injury to natural resources. Additionally, KSW’s facilities are subject to regulatory oversight and enforcement activities. These activities may identify compliance violations which may result in penalties. Certain of these proceedings involve claims for substantial amounts.

On a quarterly basis, we evaluate the potential range of our liability at sites where we have been named a defendant by analyzing and estimating the range of reasonably possible costs to us. At March 31, 2012, the upper end of the range of reasonably possible costs to us for sites where we have been named a defendant is approximately $2.0 million, including our recorded accrual of $.4 million. Our cost estimates have not been discounted to present value due to the uncertainty of the timing of the pay out. At each balance sheet date, we make an estimate of the amount of our accrued environmental costs that will be paid out over the subsequent twelve months, and we classify such amount as a current liability. We classify the remainder of the accrued environmental costs as noncurrent liabilities. See Note 6.

It is possible our actual costs could differ materially from the amounts we have accrued or the upper end of the estimated range for the sites where we have been named a defendant. Our ultimate liability may be affected by a number of factors, including the imposition of more stringent standards or requirements under environmental laws or regulations, new developments or changes in remedial alternatives and costs or a determination that we are potentially responsible for the release of hazardous substances at other sites. Although we believe our comprehensive general liability insurance policies provide indemnification for certain costs that we incur with respect to our environmental remediation obligations, we do not currently have receivables recorded for any such recoveries.

Prior to one of our subsidiaries’ 1996 acquisition of DeSoto, Inc. (“DeSoto”), DeSoto was notified by the Texas Natural Resource Conservation Commission (now called the Texas Commission on Environmental Quality or “TCEQ”) that there were certain deficiencies in prior reports to the TCEQ relative to one of DeSoto’s non-operating facilities located in Gainesville,

 

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Texas. During 1999, that subsidiary entered into the TCEQ’s Voluntary Cleanup Program as it relates to that facility. We are currently pursuing a Municipal Setting Designation (“MSD”) for this site which would eliminate the need for long-term groundwater remediation and monitoring. We estimate the cost of future remediation under an MSD at approximately $.1 million. If we are not successful in obtaining an MSD, remediation activities at this site would likely continue for another two to three years and could cost as much as $1.7 million.

In February 2009, we received a Notice of Violation (“NOV”) from the United States Environmental Protection Agency (the “U.S. EPA”) regarding alleged air permit issues at KSW. The U.S. EPA alleges KSW (i) is exceeding its sulfur dioxide emission limits set forth in its permits, (ii) failed to apply for a permit that would be issued under the U.S. Clean Air Act and the Illinois Environmental Protection Act in connection with the installation of certain equipment in its melt shop, and (iii) failed to monitor pH readings of an air scrubber in the wire galvanizing area of the plant. We disagree with the U.S. EPA’s assertions and we were in discussions with the U.S. EPA throughout 2009. On December 31, 2009, we were notified the case had been referred to the Department of Justice (the “DOJ”) for review and follow-up. During the first quarter of 2010, we submitted letters to the DOJ regarding our perspective on the matter. During the second quarter of 2010, the U.S. EPA requested additional information regarding the alleged permit issues and we submitted such information in May 2010.

In July 2011, we received a Notice and Finding of Violation (“NOV/FOV”) from the U.S. EPA alleging KSW failed to properly control air emissions and install a baghouse in accordance with terms and conditions of its Prevention of Significant Deterioration (“PSD”) construction permit issued on June 1, 2000.

While we continue to dispute certain of the U.S. EPA’s underlying assertions about the alleged violations contained in the February 2009 NOV and the July 2011 NOV/FOV, we have already undertaken corrective actions to address others and have worked diligently to reach resolution of the matters. KSW met with EPA Region V and the DOJ during August 2011 and February 2012 to discuss both the February 2009 NOV and the July 2011 NOV/FOV. To date, a formal complaint from the DOJ has not been issued. In April 2012, the DOJ informed us that while a formal complaint has been internally approved, it will not be filed if an acceptable settlement can be reached. KSW and the U.S. EPA are currently reviewing and working through the technical issues for a potential settlement. However, KSW has not yet agreed upon any additional response actions in connection with the February 2009 NOV or the July 2011 NOV. Therefore, we cannot estimate any potential costs to us to resolve these matters and we can make no assurance our efforts will be successful or that we can avoid any enforcement action or resulting fines from these alleged violations.

Other current litigation

From time-to-time, we are involved in various environmental, contractual, product liability, patent (or intellectual property), employment and other claims and disputes incidental to our operations. In certain cases, we have insurance coverage for these items. We currently believe the disposition of all claims and disputes, individually or in the aggregate, should not have a material adverse effect on our consolidated financial position, results of operations or liquidity beyond the accruals we have already provided.

 

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Note 6 – Other accrued liabilities:

 

		December 31,				March 31,
		2011				2012
		(In thousands)
Current:
Employee benefits		$	16,549			$	14,832
Self insurance			6,686				6,222
Environmental			240				219
Other			5,886				5,467
Total		$	29,361			$	26,740
Noncurrent:
Workers compensation payments		$	1,243			$	1,597
Environmental			165				140
Other			483				483
Total		$	1,891			$	2,220

Note 7 – Employee benefit plans:

We currently expect to record a defined benefit pension credit of $7.6 million during 2012 and we anticipate no cash contributions to our defined benefit pension plans will be required during 2012. The components of our net periodic defined benefit pension credit for the first quarter of 2011 and 2012 are presented in the table below.

 

		Three months ended March 31,
		2011				2012
		(In thousands)
Service cost		$	931			$	1,168
Interest cost			4,752				4,385
Expected return on plan assets			(13,310	)			(12,202	)
Amortization of accumulated other comprehensive income:
Prior service cost			308				308
Actuarial losses			2,569				4,442
Total pension credit		$	(4,750	)		$	(1,899	)

We currently expect our 2012 other postretirement benefit (“OPEB”) credit will be $6.3 million. As allowed under certain of our amended benefit plans, we exercised our right to create supplemental pension benefits in lieu of certain 2012 benefit payments due under one of our OPEB plans. As such, we anticipate contributing an aggregate of $1.2 million to our OPEB plans during 2012. We have the ability to decide whether or not to exercise such rights on a year-by-year basis. If we had not exercised such rights for 2012, our expected OPEB contributions would be $2.9 million higher. The components of our net periodic credit related to OPEB for the first quarter of 2011 and 2012 are presented in the table below.

 

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		Three months ended March 31,
		2011				2012
		(In thousands)
Service cost		$	31			$	40
Interest cost			574				507
Amortization of accumulated other comprehensive income:
Prior service credit			(4,042	)			(4,043	)
Actuarial losses			2,137				1,919
Total OPEB credit		$	(1,300	)		$	(1,577	)

Future variances from assumed actuarial rates, including the rate of return on our defined benefit pension plans’ assets, as well as changes in the discount rate used to determine the projected benefit obligation, may result in increases or decreases to pension and postretirement benefit assets and liabilities, pension expense or credits, OPEB expense or credits and pension and OPEB funding requirements in future periods.

Note 8 – Income taxes:

 

		Three months ended March 31,
		2011				2012
		(In thousands)
Expected income tax expense, at statutory rate		$	4,917			$	4,092
U.S. state income tax expense, net			1,162				507
Other, net			6				(175	)
Income tax expense		$	6,085			$	4,424

Our provision for income taxes in the first quarter of 2011 includes a $.6 million non-cash charge for state deferred income taxes related to an increase in our effective state income tax rate as a result of an increase in the tax rate of the State of Illinois.

We file income tax returns in various U.S. federal, state and local jurisdictions. Our income tax returns prior to 2008 are generally considered closed to examination by applicable tax authorities.

Note 9 – Financial instruments:

The following table presents the carrying value and estimated fair value of our financial instruments:

 

		December 31, 2011								March 31, 2012
		Carrying amount				Fair value				Carrying amount				Fair value
		(In thousands)
Accounts receivable, net		$	58,976			$	58,976			$	73,253			$	73,253
Accounts payable			14,334				14,334				15,811				15,811
Debt:
Variable-rate debt			33,630				33,630				52,480				52,480
Fixed-rate debt			984				1,029				995				1,039

 

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Due to its nature, the carrying amount of our variable rate indebtedness is considered equivalent to fair value. Additionally, due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. The fair value of our fixed-rate indebtedness was based on the net present value of our remaining debt payments at an interest rate commensurate with our variable-rate debt which represents Level 3 inputs as defined in ASC Topic 820-10-35. Note that substantially all of the carrying value of our fixed-rate debt at March 31, 2011 and 2012 relates to a $1.1 million non-interest bearing note. Because it is non-interest bearing, we have calculated an imputed interest rate on the note and carry the note at a value discounted for such interest.

Note 10 – Recent accounting pronouncements:

In June 2011 the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 eliminates the option of presenting comprehensive income as a component of the Consolidated Statement of Stockholders’ Equity and instead requires comprehensive income to be presented as a component of the Consolidated Statement of Income or in a separate Consolidated Statement of Comprehensive Income immediately following the Consolidated Statement of Income. In accordance with ASU 2011-05, we now present our comprehensive income in a separate Condensed Consolidated Statement of Comprehensive Income. Additionally, ASU 2011-05 would have required us to present on the face of our financial statements the effect of reclassifications out of accumulative other comprehensive income on the components of net income and other comprehensive income. However, in December 2011 the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12 defers the effectiveness for the requirement to present on the face of our financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. Adoption of ASU 2011-05, as amended by ASU 2011-12, did not have a material effect on our Condensed Consolidated Financial Statements.

In December 2011, the FASB issued ASU 2011-11 Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. This standard will be effective for annual and interim periods beginning with our first quarter 2013 report. We do not believe the adoption of this standard will have a material effect on our Consolidated Financial Statements.

 

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this Quarterly Report on Form 10-Q that are not historical in nature are forward-looking and are not statements of fact. Some statements found in this report including, but not limited to, statements found in Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements that represent our beliefs and assumptions based on currently available information. In some cases you can identify these forward-looking statements by the use of words such as “believes,” “intends,” “may,” “should,” “could,” “anticipates,” “expected” or comparable terminology, or by discussions of strategies or trends. Although we believe the expectations reflected in forward-looking statements are reasonable, we do not know if these expectations will be correct. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results. Actual future results could differ materially from those predicted. While it is not possible to identify all factors, we continue to face many risks and uncertainties. Among the factors that could cause our actual future results to differ materially from those described herein are the risks and uncertainties discussed in this Quarterly Report and those described from time to time in our other filings with the Securities and Exchange Commission including, but not limited to, the following:

 

•

Future supply and demand for our products (including cyclicality thereof),

 

•

Customer inventory levels,

 

•

Changes in raw material and other operating costs (such as ferrous scrap and energy),

 

•

Availability of raw materials,

 

•

The possibility of labor disruptions,

 

•

General global economic and political conditions,

 

•

Competitive products (including low-priced imports) and substitute products,

 

•

Customer and competitor strategies,

 

•

The impact of pricing and production decisions,

 

•

Environmental matters (such as those requiring emission and discharge standards for existing and new facilities),

 

•

Government regulations and possible changes thereof,

 

•

Significant increases in the cost of providing medical coverage to employees,

 

•

The ultimate resolution of pending litigation and U.S. EPA investigations,

 

•

International trade policies of the United States and certain foreign countries,

 

•

Operating interruptions (including, but not limited to, labor disputes, fires, explosions, unscheduled or unplanned downtime, supply disruptions and transportation interruptions),

 

•

Our ability to renew or refinance credit facilities,

 

•

The ability of our customers to obtain adequate credit,

 

•

Any possible future litigation, and

 

•

Other risks and uncertainties as discussed in this Quarterly Report and the 2011 Annual Report, including, without limitation, the section referenced above.

Should one or more of these risks materialize, if the consequences worsen, or if the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. We disclaim any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.

 

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RESULTS OF OPERATIONS

Business Overview

We are a leading domestic producer of steel fabricated wire products, industrial wire and wire rod. We also manufacture wire mesh, coiled rebar, steel bar and other products. Our products are used in the agricultural, industrial, cold drawn, construction, transportation, original equipment manufacturer and retail consumer markets. We are vertically integrated, converting substantially all of our products from billets produced in our steel mini-mill. Historically, our vertical integration has allowed us to benefit from the higher and more stable margins associated with fabricated wire products and wire mesh as compared to wire rod, as well as from lower costs of billet and wire rod as compared to bar manufacturers and wire fabricators that purchase billet and wire rod in the open market. Moreover, we believe our downstream fabricated wire products, wire mesh, coiled rebar and industrial wire businesses are better insulated from the effects of wire rod imports as compared to non-integrated wire rod producers.

Recent Developments

Ferrous scrap market prices were fairly consistent throughout the first quarter of 2012 and we were able to achieve a slightly higher margin between selling prices and raw material costs than the margin achieved during the quarters of 2011. Although we are currently experiencing pricing pressure from imports, we currently believe we will be able to maintain positive overall margins on our products throughout 2012.

Customer orders were strong at the end of the first quarter of 2012 and based on current expectations that the economy will continue to recover at a modest pace, we believe 2012 shipment volumes will exceed 2011 shipment volumes.

Results of Operations

Our profitability is primarily dependent on sales volume, selling prices, ferrous scrap costs and energy costs. Additionally, because pension and OPEB expense or credits are unrelated to the operating activities of our businesses, we measure and evaluate the performance of our businesses using operating income before pension and OPEB credit or expense. As such, we believe the presentation of operating income before pension and OPEB credit or expense provides more useful information to investors. Operating income before pension and OPEB credit or expense is a non-GAAP measure of profitability that is not in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and it should not be considered in isolation or as a substitute for a measure prepared in accordance with GAAP. A reconciliation of operating income as reported to operating income adjusted for pension and OPEB expense or credit is set forth in the following table.

 

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		Three months ended March 31,
		2011				2012
		(In thousands)
Operating income as reported		$	14,200			$	12,326
Defined benefit pension credit			(4,750	)			(1,899	)
OPEB credit			(1,300	)			(1,577	)
Operating income before pension and OPEB		$	8,150			$	8,850

Operating income before pension and OPEB for the first quarter of 2012 was slightly better than the first quarter of 2011 primarily due to an increase in shipment volumes, a slightly higher margin between selling prices and raw material costs, increased productivity and lower utility costs, partially offset by higher accrued incentive compensation expense as a result of our higher profitability.

Our consolidated sales volume and average per-ton selling prices for the first quarter of 2011 and 2012 are as follows:

 

		Three months ended March  31,
		2011				2012
Sales volume(000 tons):
Wire rod			93				100
Fabricated wire products			26				29
Industrial wire			16				17
Wire mesh			11				12
Bar			6				6
Coiled rebar				(1)				(1)
Other			3				4
Total			155				168
(1) Less than 1,000 tons.
Average per-ton selling prices:
Wire rod		$	707			$	745
Fabricated wire products			1,331				1,336
Industrial wire			963				1,032
Wire mesh			937				1,047
Bar			982				1,068
Coiled rebar			696				793
All products			856				902

 

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Segment Operating Results:

Our operating segments are organized by our manufacturing facilities and include three reportable segments:

 

•

Keystone Steel & Wire (“KSW”), located in Peoria, Illinois, operates an electric arc furnace mini-mill, rod mill, industrial wire mill and wire product fabrication facilities and manufactures and sells wire rod, coiled rebar, industrial wire, fabricated wire and other products to agricultural, industrial, construction, commercial, original equipment manufacturers and retail consumer markets;

 

•

Engineered Wire Products, Inc. (“EWP”), located in Upper Sandusky, Ohio, primarily manufactures and sells wire mesh in both roll and sheet form that is utilized as reinforcement in concrete construction products including pipe, pre-cast boxes and applications for use in roadways, buildings and bridges; and

 

•

Keystone-Calumet, Inc. (“Calumet”), located in Chicago Heights, Illinois, manufactures and sells merchant and special bar quality products and special sections in carbon and alloy steel grades for use in agricultural, cold drawn, construction, industrial chain, service centers and transportation applications as well as in the production of a wide variety of products by original equipment manufacturers.

Our consolidated net sales, cost of goods sold, operating costs and operating performance before pension and OPEB credit by segment are set forth in the following table:

 

		KSW				EWP				Calumet				Other(1)				Total
		(In thousands)
Three months ended March 31, 2011
Net sales		$	135,337			$	11,042			$	6,397			$	(18,613	)		$	134,163
Cost of goods sold			(122,751	)			(10,352	)			(6,109	)			18,478				(120,734	)
Gross margin			12,586				690				288				(135	)			13,429
Selling and administrative expense			(3,645	)			(579	)			(188	)			(867	)			(5,279	)
Operating income before pension/OPEB		$	8,941			$	111			$	100			$	(1,002	)		$	8,150
Three months ended March 31, 2012
Net sales		$	152,991			$	12,749			$	7,442			$	(19,889	)		$	153,293
Cost of goods sold			(137,118	)			(11,689	)			(7,386	)			18,973				(137,220	)
Gross margin			15,873				1,060				56				(916	)			16,073
Selling and administrative expense			(5,336	)			(614	)			(241	)			(1,032	)			(7,223	)
Operating income (loss) before pension/OPEB		$	10,537			$	446			$	(185	)		$	(1,948	)		$	8,850

⁽¹⁾ Other items primarily consist of the elimination of intercompany sales, the elimination of intercompany profit or loss on ending inventory balances and general corporate expenses.

 

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Keystone Steel & Wire

 

		Three months ended March 31,
		2011				% of sales				2012				% of sales
		($ in thousands)
Net sales		$	135,337				100.0	%		$	152,991				100.0	%
Cost of goods sold			(122,751	)			(90.7	)			(137,118	)			(89.6	)
Gross margin			12,586				9.3				15,873				10.4
Selling and administrative expense			(3,645	)			(2.7	)			(5,336	)			(3.5	)
Operating income before pension/OPEB		$	8,941				6.6	%		$	10,537				6.9	%

The primary drivers of KSW’s sales, cost of goods sold and the resulting gross margin are as follows:

 

		Three months ended March 31,
		2011				2012
Sales volume (000 tons):
Wire rod			112				122
Fabricated wire products			26				29
Industrial wire			15				16
Billet			13				11
Coiled rebar				(1)				(1)
Total sales			166				178
(1) Less than 1,000 tons.
Average per-ton selling prices:
Wire rod		$	705			$	743
Fabricated wire products			1,331				1,336
Industrial wire			972				1,037
Billet			509				532
Coiled rebar			696				793
All products			811				855
Average per-ton ferrous scrap cost of goods sold		$	342			$	382
Average electricity cost per kilowatt hour		$	0.04			$	0.03
Kilowatt hours consumed (000 hours)			138,023				143,251
Average natural gas cost per therm		$	0.46			$	0.39
Natural gas therms consumed (000 therms)			5,765				5,608

KSW’s operating performance during the 2011 first quarter was also negatively impacted by increased variable costs of production due to frequent mill changes to meet customer orders.

 

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KSW’s selling and administrative expense was higher during the first quarter of 2012 as compared to the first quarter of 2011 primarily due to increased accrued incentive compensation expense as a result of higher profitability.

Engineered Wire Products, Inc.

 

		Three months ended March 31,
		2011				% of sales				2012				% of sales
		($ in thousands)
Net sales		$	11,042				100.0	%		$	12,749				100.0	%
Cost of goods sold			(10,352	)			(93.8	)			(11,689	)			(91.7	)
Gross margin			690				6.2				1,060				8.3
Selling and administrative expense			(579	)			(5.2	)			(614	)			(4.8	)
Operating income before pension/OPEB		$	111				1.0	%		$	446				3.5	%

The primary drivers of EWP’s sales, cost of goods sold and the resulting gross margin are as follows:

 

		Three months ended March 31,
		2011				2012
Sales volume (000 tons):
Wire mesh			11				12
Industrial wire			1				1
Total			12				13
Average per-ton selling prices:
Wire mesh		$	937			$	1,047
Industrial wire			807				903
All products			928				1,039
Average per-ton wire rod cost of goods sold		$	673			$	737

Keystone – Calumet, Inc.

 

		Three months ended March 31,
		2011				% of sales				2012				% of sales
		($ in thousands)
Net sales		$	6,397				100.0	%		$	7,442				100.0	%
Cost of goods sold			(6,109	)			(95.5	)			(7,386	)			(99.2	)
Gross margin			288				4.5				56				0.8
Selling and administrative expense			(188	)			(2.9	)			(241	)			(3.2	)
Operating income (loss) before pension/OPEB		$	100				1.6	%		$	(185	)			(2.4	)%

 

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The primary drivers of sales, cost of goods sold and the resulting gross margin are as follows:

 

		Three months ended March 31,
		2011				2012
Sales volume(000 tons) – Bar			6				6
Average per-ton selling prices – Bar		$	982			$	1,068
Average per-ton billet cost of goods sold		$	493			$	595

During the first quarter of 2011, Calumet installed certain new equipment. Throughout 2011 and the first quarter of 2012, Calumet experienced significant production delays associated with equipment malfunctions including performance problems related to the new equipment. Due to the related production outages, Calumet struggled to meet customer order deadlines on a consistent basis, resulting in lower than expected sales volume. As the equipment malfunctions are remedied and Calumet’s labor force gains experience working with the new equipment, we believe the mill will operate more efficiently, thereby allowing consistent on-time delivery of customer orders as well as reduction of future conversion costs.

On March 20, 2012, an election under the supervision of the National Labor Relations Board was held, in which a majority of Calumet’s hourly employees voted to accept the organization of the workforce by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (USA) AFL-CIO, CLC (the “USW”). We currently expect to begin negotiating a contract with the USW in June.

Pension Credit

Primarily due to a $45 million decrease in our pension plans’ assets as well as a 101 basis point reduction in the applicable discount rate during 2011, we currently expect to record a defined benefit pension credit of $7.6 million during 2012 as compared to the $24.4 million defined benefit pension credit we recorded during 2011. Accordingly, we recorded a defined benefit pension credit of $1.9 million during the first quarter of 2012 as compared to the $4.8 million credit recorded during the first quarter of 2011.

Income Tax Expense

A tabular reconciliation of the difference between the U.S. Federal statutory income tax rate and our effective income tax rates is included in Note 8 to our Condensed Consolidated Financial Statements.

 

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LIQUIDITY AND CAPITAL RESOURCES

Historical Cash Flows

Operating Activities

During the first quarter of 2012, net cash used in operations totaled $17.2 million as compared to net cash used in operations of $7.9 million during the first quarter of 2011. The $9.3 million increase in cash used for operating activities was primarily due to the net effects of:

 

•

higher operating income before pension and OPEB in 2012 of $.7 million,

 

•

less net cash used as a result of relative changes in our inventory in 2012 of $4.0 million primarily due to a much more significant increase in ferrous scrap costs during the first quarter of 2011 as compared to the first quarter of 2012, partially offset by higher inventory levels at March 31, 2012 to meet the anticipated customer demand during the spring season,

 

•

more cash used by relative changes in our accounts payable in 2012 of $11.3 million primarily due to increased production schedules, the payment of 2011 employee incentive compensation during the first quarter of 2012 which was significantly higher than 2010 employee incentive compensation paid during the first quarter of 2011, as well as gaining more favorable payment terms on raw materials and utilities during the first quarter of 2011 (payment terms on raw materials and utilities have remained constant since January 2011), and

 

•

higher taxes paid during the first quarter of 2012 of $3.9 million due to the timing of our tax payments.

Investing Activities

Expenditures on capital projects during the first quarter of 2012 primarily related to upgrades of production equipment at KSW and amounted to $2.3 million as compared to $2.7 million of capital expenditures during the first quarter of 2011.

Financing Activities

We increased borrowings on our revolving credit facility during the first quarter of 2012 by $18.9 million as compared to increasing borrowings by $10.5 million during the first quarter of 2011. The increased borrowings during 2012 were primarily due to the increased usage of cash in operations as discussed above.

Future Cash Requirements

Capital Expenditures

Capital expenditures for 2012 are expected to be approximately $17 million and are primarily related to upgrades of production equipment. We expect to fund capital expenditures using cash flows from operations and borrowing availability under our revolving credit facility.

 

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Commitments and Contingencies

See Note 5 to the Condensed Consolidated Financial Statements for a description of certain legal proceedings.

Pension and Other Postretirement Obligations

We currently do not expect to be required to make contributions to our defined benefit pension plans during 2012. As allowed under certain of our amended benefit plans, we exercised our right to create supplemental pension benefits in lieu of certain 2012 benefit payments due under one of our OPEB plans. As such, we anticipate contributing an aggregate of only $1.2 million to our OPEB plans during 2012. We have the ability to decide whether or not to exercise such rights on a year-by-year basis. If we had not exercised such rights for 2012, our expected OPEB contributions would be $2.9 million higher. Future variances from assumed actuarial rates, including the rate of return on plan assets, may result in increases or decreases to pension and OPEB funding requirements in future periods.

Off-balance Sheet Financing Arrangements

We do not have any off-balance sheet financing agreements other than the operating leases discussed in our 2011 Annual Report.

Working Capital and Borrowing Availability

 

		December 31,				March 31,
		2011				2012
		(In thousands)
Working capital		$	78,742			$	86,315
Outstanding balance under revolving credit facility			33,630				52,480
Additional borrowing availability			30,939				13,554

The revolving credit facility requires us to use our daily cash receipts to reduce outstanding borrowings, which results in us maintaining zero cash balances when there are balances outstanding under this credit facility.

The amount of available borrowings under our revolving credit facility is based on formula-determined amounts of trade receivables and inventories, less the amount of outstanding letters of credit ($5.0 million at March 31, 2012). Our revolving credit facility requires us to maintain a minimum fixed charge coverage ratio, defined in the agreement as earnings before interest, taxes, depreciation, amortization, restructuring costs, pension and OPEB expense or credits, less OPEB payments, divided by the sum of interest expense, tax payments, principal payments on certain debt and certain capital expenditures, of 1.0 if excess availability falls below $10.0 million. At March 31, 2012 our fixed charge coverage ratio was 1.3 and as disclosed above excess availability was $13.6 million. Current forecasts indicate we will maintain excess availability of at least $10.0 million and a fixed charge coverage ratio of at least 1.0 throughout 2012.

Based upon our current expectations, we expect to have sufficient liquidity to meet our known future short-term and long-term obligations.

 

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RECENT ACCOUNTING PRONOUNCEMENTS

See Note 10 to our Condensed Consolidated Financial Statements for the projected impact of recent accounting pronouncements on our financial position and results of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For a discussion of our critical accounting policies, refer to Part I, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2011 Annual Report. There have been no changes in our critical accounting policies during the first quarter of 2012.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to the 2011 Annual Report for a discussion of the market risks associated with changes in interest rates that affect us. There have been no material changes in such market risks during the first quarter of 2012.

 

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures. The term “disclosure controls and procedures,” as defined by regulations of the SEC, means controls and other procedures that are designed to ensure information required to be disclosed in the reports we file or submit to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information we are required to disclose in the reports we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure. Each of David L. Cheek, our Chief Executive Officer, and Bert E. Downing, Jr., our Vice President, Chief Financial Officer, Corporate Controller and Treasurer, have evaluated the design and operating effectiveness of our disclosure controls and procedures as of March 31, 2012. Based upon their evaluation, these executive officers have concluded our disclosure controls and procedures were effective as of March 31, 2012.

Internal Control Over Financial Reporting

We also maintain internal control over financial reporting. The term “internal control over financial reporting,” as defined by SEC regulations, means a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that:

 

•

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets,

 

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are made only in accordance with authorizations of our management and directors, and

 

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•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our Condensed Consolidated Financial Statements.

Changes in Internal Control Over Financial Reporting

There has been no change to our internal control over financial reporting during the quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II.

OTHER INFORMATION

 

ITEM 1.

Legal Proceedings.

Reference is made to disclosure provided under the caption "Other current litigation" in Note 5 to our Condensed Consolidated Financial Statements.

 

ITEM 1A.

Risk Factors.

Reference is made to our 2011 Annual Report for a discussion of risk factors related to our businesses. There have been no material changes in such risk factors during the first quarter of 2012.

 

ITEM 6.

Exhibits.

 

(a)	We have retained a signed original of any exhibit listed below that contains signatures, and we will provide any such exhibit to the Commission or its staff upon request. The following exhibit is included herein:

 

31.1

Certification.

 

31.2

Certification.

 

32.1

Certification.

 

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

 

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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.

Keystone Consolidated Industries, Inc.

    (Registrant)

 

Date: May 15, 2012								By		/s/  Bert E. Downing, Jr.
										Bert E. Downing, Jr.
										Vice President, Chief Financial Officer, Corporate Controller and Treasurer

 

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