UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 33-22603 BAYOU STEEL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 72-1125783 (State of incorporation) (I.R.S. Employer Identification No.) River Road, P.O. Box 5000, LaPlace, Louisiana 70069 (Address of principal executive offices) (Zip Code) (504) 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 [X] 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 DECEMBER 31, 1997 - ----------------------------------- --------------------------------------- Class A Common Stock, $.01 par value 10,613,380 Class B Common Stock, $.01 par value 2,271,127 Class C Common Stock, $.01 par value 100 ---------- 12,884,607 ========== BAYOU STEEL CORPORATION INDEX PAGE PART I. FINANCIAL INFORMATION NUMBER ------ Item 1. Financial Statements Consolidated Balance Sheets -- December 31, 1997 and September 30, 1997 3 Consolidated Statements of Operations -- Three Months Ended December 31, 1997 and 1996 5 Consolidated Statements of Cash Flows -- Three Months Ended December 31, 1997 and 1996 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition -- Results of Operations 12 Liquidity and Capital Resources 14 PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K 16 Page 2 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS BAYOU STEEL CORPORATION CONSOLIDATED BALANCE SHEETS ASSETS (UNAUDITED) (AUDITED) DECEMBER 31, SEPTEMBER 30, 1997 1997 ------------ ------------ CURRENT ASSETS: Cash and temporary cash investments $ 3,400,715 $ 971,477 Receivables, net of allowance for doubtful accounts of $567,800 in 1998 and $500,459 in 1997 30,656,755 27,162,056 Inventories 70,243,822 75,022,554 Prepaid expenses 380,900 239,161 ------------ ------------ Total current assets 104,682,192 103,395,248 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT: Land 3,790,398 3,790,399 Machinery and equipment 111,102,661 110,028,977 Plant and office building 21,265,578 21,265,577 ------------ ------------ 136,158,637 135,084,953 Less-Accumulated depreciation (46,362,933) (44,946,654) ------------ ------------ Net property, plant and equipment 89,795,704 90,138,299 ------------ ------------ OTHER ASSETS 2,715,393 2,931,507 ------------ ------------ Total assets $197,193,289 $196,465,054 ============ ============ The accompanying notes are an integral part of these consolidated statements. Page 3 BAYOU STEEL CORPORATION CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED) (AUDITED) DECEMBER 31, SEPTEMBER 30, 1997 1997 ------------ ------------ CURRENT LIABILITIES: Current maturities of long-term debt $ 3,025,508 $ 3,040,257 Accounts payable 18,914,870 23,749,765 Accrued liabilities 6,938,605 4,574,144 ------------ ------------ Total current liabilities 28,878,983 31,364,166 ------------ ------------ LONG-TERM DEBT 79,750,000 80,500,073 ------------ ------------ COMMITMENTS AND CONTINGENCIES REDEEMABLE PREFERRED STOCK 13,195,239 13,089,010 ------------ ------------ COMMON STOCKHOLDERS' EQUITY: Common stock, $.01 par value - Class A: 24,271,127 authorized, 10,613,380 outstanding 106,134 106,134 Class B: 4,302,347 authorized, 2,271,127 outstanding 22,711 22,711 Class C 100 authorized & outstanding 1 1 ------------ ------------ Total common stock 128,846 128,846 Paid-in capital 47,769,034 47,769,034 Retained earnings 27,471,187 23,613,925 ------------ ------------ Total common stockholders' equity 75,369,067 71,511,805 ------------ ------------ Total liabilities & common stockholders' equity $197,193,289 $196,465,054 ============ ============ The accompanying notes are an integral part of these consolidated statements. Page 4 BAYOU STEEL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, ------------------------------- 1997 1996 ------------ ------------ NET SALES $ 66,347,841 $ 54,864,911 COST OF SALES 58,210,196 52,052,301 ------------ ------------ GROSS PROFIT 8,137,645 2,812,610 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,491,083 1,616,083 NON-PRODUCTION STRIKE AND CORPORATE CAMPAIGN EXPENSES 48,925 794,153 ------------ ------------ OPERATING INCOME 6,597,637 402,374 ------------ ------------ OTHER INCOME (EXPENSE): Interest expense (2,088,314) (2,219,683) Interest income 42,296 2,417 Miscellaneous 49,468 12,280 ------------ ------------ (1,996,550) (2,204,986) ------------ ------------ INCOME (LOSS) BEFORE TAXES 4,601,087 (1,802,612) PROVISION FOR INCOME TAXES 93,845 -- ------------ ------------ NET INCOME (LOSS) 4,507,242 (1,802,612) DIVIDENDS ACCRUED AND ACCRETION ON PREFERRED STOCK (649,980) (649,980) ------------ ------------ INCOME (LOSS) APPLICABLE TO COMMON AND COMMON EQUIVALENT SHARES $ 3,857,262 $ (2,452,592) ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 13,707,029 13,707,029 BASIC EARNINGS PER SHARE $ .30 $ (.19) ============ ============ DILUTED EARNINGS PER SHARE $ .28 $ (.19) ============ ============ The accompanying notes are an integral part of these consolidated statements. Page 5 BAYOU STEEL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, ------------------------------- 1997 1996 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 4,507,242 $ (1,802,612) Depreciation 1,416,279 1,422,155 Amortization 216,114 288,280 Provision for losses on accounts receivable 67,341 56,033 Changes in working capital: (Increase) decrease in receivables (3,562,040) 2,949,811 Decrease in inventories 4,778,732 1,291,798 (Increase) in prepaid expenses (141,739) (548,281) (Decrease) in accounts payable (4,834,895) (5,883,542) Increase in accrued liabilities 2,364,461 1,146,438 ------------ ------------ Net cash provided by (used in) operations 4,811,495 (1,079,920) ------------ ------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (1,073,684) (762,680) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under line of credit -- 3,300,000 Payments of long-term debt (764,822) (26,409) (Increase) in other assets -- (4,599) Payments of dividends on preferred stock (543,751) (2,175,000) ------------ ------------ Net cash (used in) provided by financing activities (1,308,573) 1,093,992 ------------ ------------ NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS 2,429,238 (748,608) CASH AND TEMPORARY CASH INVESTMENTS, beginning balance 971,477 748,608 ------------ ------------ CASH AND TEMPORARY CASH INVESTMENTS, ending balance $ 3,400,715 $ -- ============ ============ SUPPLEMENTAL CASH FLOW DISCLOSURES: Cash paid during the period for: Interest (net of amounts capitalized) $ 180,121 $ 297,448 Income taxes $ 40,394 $ -- The accompanying notes are an integral part of these consolidated statements. Page 6 BAYOU STEEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 (UNAUDITED) 1) BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and note disclosure normally included in annual financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to those rules and regulations. However, all adjustments which, in the opinion of management, are necessary for fair presentation have been included. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the SEC as of and for the year ended September 30, 1997. The accompanying financial statements include the consolidated accounts of Bayou Steel Corporation ("BSCL") and Bayou Steel Corporation (Tennessee) ("BSCT") (collectively referred to herein as the "Company") after elimination of all significant intercompany accounts and transactions. The results for the three months ended December 31, 1997 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 1998. 2) INVENTORIES Inventories consisted of the following: (UNAUDITED) (AUDITED) DECEMBER 31, SEPTEMBER 30, 1997 1997 ------------- ------------ Scrap steel $ 3,508,488 $ 5,623,964 Billets 5,521,481 4,799,025 Finished product 44,161,476 46,717,869 LIFO adjustments (2,837,626) (2,497,697) ------------- ------------ 50,353,819 54,643,161 Mill rolls, operating supplies, and other 19,890,003 20,379,393 ------------- ------------ $ 70,243,822 $ 75,022,554 ============= ============ Inventory valuations are based on last-in, first-out ("LIFO") estimates of year-end levels and prices. Actual LIFO inventories will not be known until year-end quantities and indices are determined. Page 7 3) LONG-TERM DEBT Long-term debt included the following: (UNAUDITED) (AUDITED) DECEMBER 31, SEPTEMBER 30, 1997 1997 ------------- ------------ First Mortgage Notes $ 75,000,000 $ 75,000,000 Term Loan 7,750,000 8,500,000 Other notes payables 25,508 40,330 ------------- ------------ 82,775,508 83,540,330 Less-current maturities 3,025,508 3,040,257 ------------- ------------ $ 79,750,000 $ 80,500,073 ============= ============ The Company entered into a five-year term loan agreement for $10 million as a result of the purchase of BSCT. The term loan agreement calls for quarterly principal payments of $750,000 through March 31, 1999 and $1.0 million beginning June 30, 1999 through December 31, 1999. The remaining $1.0 million principal payment is due on maturity of June 20, 2000. The term loan agreement bears interest on a sliding scale based on a quarterly leverage ratio, as defined. As of December 31, 1997, the interest rate was LIBOR plus 2% or approximately 8%. The Company has a $75 million note bearing interest at 10.25%. The note will be redeemable, in whole or in part, at any time on or after March 1, 1998 initially at 103.33% declining ratably to par on March 1, 2000. No principal payments are due until maturity in 2001. 4) SHORT-TERM DEBT The Company has a revolving line of credit agreement which will be used for general corporate purposes. The terms of the agreement call for available borrowings up to $45 million, including outstanding letters of credit, using a borrowing base derived as a certain percentage of accounts receivable and inventories. The amount available as of December 31, 1997 was $35 million, net of $1.8 million outstanding letters of credit. There were no borrowings under the line of credit as of December 31, 1997 and September 30, 1997. 5) TAXES As of December 31, 1997, for tax purposes, the Company had net operating loss carryforwards ("NOLs") of approximately $280 million and $262 million available to offset against regular tax and alternative minimum tax, respectively. The NOLs will expire in varying amounts through fiscal 2011. A substantial portion of the available NOLs, approximately $151.2 million, expires by fiscal 2000. 6) PREFERRED STOCK AND WARRANTS The Company issued 15,000 shares of its redeemable preferred stock and warrants to purchase six percent of its common stock (or 822,422 Class A shares) at a nominal amount. The Company valued the 15,000 shares of preferred stock sold at $12,121,520, after deducting $2,878,480 for the market value of the warrants issued. Page 8 The holders of the preferred stock are entitled to receive quarterly dividends at a rate of 14.5% per annum. If a quarterly dividend payment is not made by the end of a quarter, the rate will increase by 3%. In addition, the holders have a right to additional warrants, approximately 77,000 shares, in the event that any two consecutive quarterly payments are missed or other defined events take place. The carrying amount of the preferred stock will increase by periodic accretion of the difference between the recorded value of the stock at the date of issuance and the redemption value from 1995 through the mandatory redemption date of June 20, 2002. The preferred stock is mandatorily redeemable by the Company on June 20, 2002; however, the Company can redeem at any time after June 20, 1996, initially at 113.0% of the outstanding balance, plus accrued dividends to the date of redemption, and declining ratably to par on June 20, 2000. 7) EARNINGS PER SHARE In fiscal 1998, the Company adopted Financial Accounting Standards Board Statement No. 128, "Earnings per Share" ("FAS 128"). As a result, reported earnings per share for the first quarter of fiscal 1997 were restated. The effect of this accounting change on previously reported earnings per share ("EPS") for the three months ended December 31, 1996 was as follows: Primary earnings per share, as reported $ (.18) Effect FAS 128 (.01) Basic EPS, as restated (.19) Fully diluted EPS, as reported $ (.18) Effect FAS 128 (.01) Diluted EPS, as restated (.19) Basic earnings per share was computed by deducting dividends accrued and accretion on preferred stock from net income then dividing this amount by the weighted average number of outstanding common shares of 12,884,607 during the three months ended December 31, 1997 and 1996. In connection with the issuance of redeemable preferred stock discussed in Note 6, the Company reserved 822,422 shares of its Class A Common Stock for issuance upon exercise of the outstanding warrants at a nominal exercise price. Diluted earnings per share for the three months ended December 31, 1997 and 1996 was determined on the assumption that the outstanding warrants were exercised and are considered common stock equivalents. 8) MISCELLANEOUS Miscellaneous income and expense for the three months ended December 31, 1997 and 1996 included: (UNAUDITED) (UNAUDITED) 1997 1996 --------- --------- Discounts earned $ 50,198 $ 40,143 Provision for bad debts (67,341) (56,033) Other 66,611 28,170 --------- --------- $ 49,468 $ 12,280 ========= ========= Page 9 9) COMMITMENTS AND CONTINGENCIES STRIKE AND CORPORATE CAMPAIGN On March 21, 1993, the United Steelworkers of America Local 9121 (the "Union") initiated a strike after the parties failed to reach agreement on a new labor contract due to differences on economic issues. On September 23, 1996, the Company and Union entered into a settlement agreement which, among other issues, resulted in a new labor contract, ending the strike. In August 1993, the Union announced a corporate campaign designed to bring pressure on the Company from individuals and institutions with direct financial or other interests in the Company. The Company filed a lawsuit in federal court in Delaware under the Racketeer Influenced Corrupt Organizations Act ("RICO") against the Union for its conduct in connection with this campaign. Non- production strike and corporate campaign expenses include legal and other charges incurred by the Company in connection with its suit against the Union. In the first quarter of fiscal 1998, the Company reached an agreement with the Union the effect of which was not material to the financial position or results of operations of the Company. ENVIRONMENTAL The Company is subject to various federal, state, and local laws and regulations concerning the discharge of contaminants which may be emitted into the air, discharged into waterways, and the disposal of solids and/or hazardous wastes such as electric arc furnace dust. In addition, in the event of a release of a hazardous substance generated by the Company, the Company could be potentially responsible for the remediation of contamination associated with such a release. In the past, the Company's operations in some respects have not met all of the applicable standards promulgated pursuant to such laws and regulations. During fiscal 1997, the United States Public Interest Research Group ("USPIRG") filed a lawsuit in Louisiana against the Company for alleged violations of air quality regulations. USPIRG is asking the courts to award them their appropriate legal fees and assess appropriate penalties against the Company. The Company believes it has meritorious defenses to these charges. The Company believes that it is in compliance, in all material respects, with applicable environmental requirements and that the cost of such continuing compliance (including the ultimate resolution of the USPIRG matter discussed above) will not have a material adverse effect on the Company's competitive position, operations or financial condition or cause a material increase in currently anticipated capital expenditures. The Company currently has no mandated expenditures at its Louisiana facility to address previously contaminated sites. Also, the Company is not designated as a Potential Responsible Party ("PRP") under the Superfund legislation. At December 31, 1997 and 1996, the Company has accrued loss contingencies for environmental matters. TVSC, the prior owners of the BSCT facility, had entered into a Consent Agreement and Order (the "Voluntary Consent Order") under the Tennessee Department of Environment and Conservation's voluntary clean up program. The Company, in acquiring the assets of TVSC, has entered into a similar order. The ultimate remedy and clean-up goals will be dictated by the results of human health and ecological risk assessments which are components of a required, structured investigative, remedial process. As of December 31, 1997, investigative, remedial and risk assessment activities have resulted in expenses of approximately $1.3 million. Estimates indicate that the future cost for remediating the affected areas ranges from $400,000 for the lowest cost remedy Page 10 to $1.3 million for higher cost remedy. The definitive asset purchase agreement between the Company and TVSC provided for $2.0 million of the purchase price to be held in escrow and applied to costs incurred by the Company for activities pursuant to the Voluntary Consent Order (with an additional $1.0 million to be held for such costs and other costs resulting from a breach of TVSC's representations and warranties in the agreement). At this time, the Company does not expect the costs of resolution of the Voluntary Consent Order to exceed funds provided by the escrow fund. If during the remedial investigation significantly more extensive or more toxic contamination is found, then costs could be greater than those estimated, and to the extent these costs exceeded the escrow funds, the Company would be liable to cover such amounts, if any. OTHER There are various claims and legal proceedings arising in the ordinary course of business pending against or involving the Company wherein monetary damages are sought. It is management's opinion that the Company's liability, if any, under such claims or proceedings would not materially affect its financial position. Page 11 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion and analysis should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operation included as part of the Company's Annual Report on Form 10-K as of and for the year ended September 30, 1997. RESULTS OF OPERATION The Company reported net income of $4.5 million before dividends accrued and accretion on preferred stock in the first quarter of fiscal 1998 (ended December 31, 1997) compared to a net loss of $1.8 million for the comparable period of fiscal 1997. The $6.3 million improvement was primarily the result of a strong market for the Company's products and to a lesser extent, reduced production costs. Comparing the first quarter of fiscal 1998 to the same period in the prior year, shape shipment tons increased 14%, average selling price per ton increased 6% and conversion costs at BSCL decreased by 4%. BSCL was adversely affected in the first quarter of last fiscal year by an outage at the facility and the costs of returning striking employees. BSCT recorded its second consecutive quarterly profit, despite a fire at the facility, during the first quarter of fiscal 1998 compared to a loss of $1.3 million during the first quarter of the prior year. The following table sets forth shipment and sales data: THREE MONTHS ENDED DECEMBER 31, ------------------------ 1997 1996 -------- -------- Net Sales (in thousands) $ 66,348 $ 54,865 Shape Shipment Tons 183,261 160,474 Shape Selling Price Per Ton $ 356 $ 336 A. SALES Net sales increased in the first quarter of fiscal 1998 by 21% or $11.5 million compared to the same period of fiscal 1997. The increase was the result of an increase in shape shipments and selling prices. Shipments increased 14% or 22,787 tons to a record best quarter in the history of the Company. Shape selling price increased 6% or $20 per ton. SHAPES - The 14% increase in shape shipments in the first quarter of fiscal 1998 over the same period of fiscal 1997 is attributable to a strong economy and a good product mix. The total increase in tons shipped was comprised of 15,996 tons from the Louisiana facility and 6,791 from the Tennessee facility. The backlog of orders at BSCL at December 31, 1997 was $109 million or 71% higher than at December 31, 1996. The Tennessee facility backlog at December 31, 1997 was $24 million or 88% greater than at December 31, 1996. Overall selling prices increased by $20 per ton or 6% from the first quarter of fiscal 1997 to the first quarter of fiscal 1998. The selling price of shipments out of the Louisiana facility increased during this period by $16 per ton with the Tennessee facility experiencing an increase in selling price of $30 per ton over the first quarter of fiscal 1997. These increases are a result of favorable economic conditions and demand for the Company's products. In addition, BSCT's price increase was influenced by a better mix of products sold and Page 12 increased acceptance of its products. BILLETS - Due to the high productivity of the Company's rolling mills, no billets were sold on the open market during the first fiscal quarter of 1998 and 1997. BSCT's demand for billets has been primarily satisfied by the purchase of billets on the open market at competitive prices while the Company supplied all of BSCL's rolling mill requirements. Depending on market conditions and its own rolling mill requirements, the Company may sell billets on an occasional and selective basis to domestic and export customers while purchasing additional billets for BSCT. B. COST OF GOODS SOLD Cost of goods sold was 88% of sales for the first quarter of fiscal 1998 compared to 95% of sales for the same period of fiscal 1997. This positive variance is primarily the result of the increase in both sales volume and price as well as conversion cost improvements. The major component of cost of goods sold is the raw material scrap. Scrap cost in the first quarter of fiscal 1998 increased $2 per ton compared to the same period last year. As with the demand for the Company's finished goods, scrap demand has also risen, to a lesser degree, thereby causing this increase. The Company has been able to control the availability and the cost of scrap to some degree by producing its own shredded scrap through Mississippi River Recycling, a division of BSCL. When compared with the same period in the prior year, the cost of scrap produced by this automobile shredding operation remained unchanged. Another significant portion of cost of goods sold is conversion cost, which includes labor, energy, maintenance materials and supplies used to convert raw materials into billets and billets into shapes. Conversion cost per ton for the Louisiana facility in the first quarter of fiscal 1998 compared to the same period of fiscal 1997 decreased by 4%. This is due to record productivity which resulted in increased production along with reduced spending. Also during the same period in the prior year, the Company experienced certain one time expenditures that were not repeated in the current period. BSCT conversion costs remained relatively constant in both periods indicating that the operations have stabilized since start-up in late fiscal 1995. In the first quarter of fiscal 1998, a fire broke out at the facility which suspended operations for two weeks. Except for incurring insurance deductibles of approximately $250,000, operations were not adversely affected. The incident may have a short-term impact on future sales as the mill builds finished goods inventories to pre-incident levels. The Company is pursuing reimbursement from its insurers for losses incurred related to property damage and business interruption resulting from the fire. C. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE Selling, general and administrative expenses in the first quarter of fiscal 1998 compared to the comparable period of the prior fiscal year were approximately the same. D. NON-PRODUCTION STRIKE AND CORPORATE CAMPAIGN EXPENSES Non-production strike-related expenses have decreased significantly since the settlement of the RICO lawsuit and post-strike issues at the end of fiscal Page 13 1997. Costs are $.7 million less in the first quarter of fiscal 1998 when compared to the first quarter of fiscal 1997. E. NET INCOME Net income before dividends accrued and accretion on preferred stock was $6.3 million better in the first fiscal quarter of 1998 compared to the same period of fiscal 1997. The primary reasons for the increase in earnings were increased revenue from higher sales prices and volume increases, increased metal margins and decreased non-production strike and corporate campaign expenses. BSCT reported its first quarterly profit of $0.2 million in the fourth quarter of fiscal 1997 while the first quarter of fiscal 1998 results were slightly better than break-even due to the aforementioned fire. Management continues to monitor the viability of this operation closely. LIQUIDITY AND CAPITAL RESOURCES A. CASH AND WORKING CAPITAL The Company ended the first fiscal quarter with $3.4 million in cash and no short-term borrowings. At December 31, 1997 current assets exceeded current liabilities by a ratio of 3.62 to 1.00. Working capital increased by $3.8 million to $75.8 million during the three months ended December 31, 1997. In the first three months of fiscal 1998, cash provided by operations was $4.8 million. Contributing to this increase was a decrease in inventories of $4.8 million caused by strong product demand. Cash from operations was offset by an increase in receivables of $3.6 million and a decrease in accounts payable of $4.8 million. B. CAPITAL EXPENDITURES Capital expenditures amounted to $1.1 million in the first quarter of fiscal 1998. These capital projects were for cost reduction, productivity enhancements, plant maintenance and safety and environmental programs. Depending on market conditions, the Company may spend approximately $15 million on various capital projects to reduce cost and increase productivity, enhance safety and environmental programs and maintain the plants. OTHER COMMENTS FORWARD-LOOKING INFORMATION This document contains various "forward-looking" statements which represent the Company's expectation or belief concerning future events. The Company cautions that a number of important factors could, individually or in the aggregate, cause actual results to differ materially from those included in the forward-looking statements including, without limitation, the following: changes in the price of supplies, power, natural gas, purchased billets; changes in the selling price of the Company's finished products or the purchase price of steel scrap; weather conditions in the market area of the finished product distribution; unplanned equipment outages; and changing laws affecting labor, employee benefits cost and or environmental regulations. Page 14 OTHER There are various claims and legal proceedings arising in the ordinary course of business pending against or involving the Company wherein monetary damages are sought. It is management's opinion that the Company's liability, if any, under such claims or proceedings would not materially affect its financial position. INFLATION The Company is subject to increases in the cost of energy, supplies, salaries and benefits, additives, alloy and scrap due to inflation. Shape prices are influenced by supply, which varies with steel mill capacity and utilization, and market demand. Page 15 PART II - OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None were filed during the first quarter of fiscal year 1998. (b) Reports on Form 8-K None were filed during the first quarter of fiscal year 1998. Page 16 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. BAYOU STEEL CORPORATION By /s/ RICHARD J. GONZALEZ Richard J. Gonzalez Vice President, Chief Financial Officer, Treasurer, and Secretary Date: February 2, 1998 Page 17