EXHIBIT 99.1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Members and the
Board of Directors
of OLP LLC:
In our opinion, the accompanying balance sheet, and the related statements of
operations, cash flows and members' equity (deficit) present fairly, in all
material respects, the financial position of OLP LLC at December 31, 2002, and
the results of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The financial statements of
OLP LLC as of December 31, 2001, and for each of the two years in the period
ended December 31, 2001, were audited by other independent accountants who have
ceased operations. Those independent accountants expressed an unqualified
opinion on those financial statements in their report dated January 28, 2002
(except with respect to the matter discussed in Note 5, as to which the date is
April 30, 2002).
PricewaterhouseCoopers LLP
Cleveland, OH
March 14, 2003
52
OLP LLC
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
(in thousands)
<Table>
<Caption>
2002 2001 2000
-------- -------- --------
Net sales $ 25,014 $ 15,966 $ 3,677
Cost of sales 14,238 9,425 -
-------- -------- --------
Gross margin 10,776 6,541 3,677
Operating expenses
Warehouse and processing 4,665 2,658 2,348
Depreciation and amortization 1,552 1,490 1,364
Administrative and general 1,520 1,258 937
Occupancy 540 421 328
Distribution 320 213 113
-------- -------- --------
Total operating expenses 8,597 6,040 5,090
-------- -------- --------
Operating income (loss) 2,179 501 (1,413)
Interest expense 736 886 1,303
-------- -------- --------
Net income (loss) $ 1,443 $ (385) $ (2,716)
======== ======== ========
</Table>
The accompanying notes are an integral part of these statements.
53
OLP LLC
BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND 2001
(in thousands)
2002 2001
-------- --------
ASSETS
Cash $ 63 $ 28
Accounts receivable, net 3,348 2,775
Inventories 1,012 727
Prepaid expenses and other 556 282
-------- --------
Total current assets 4,979 3,812
-------- --------
Property and equipment, at cost 22,013 21,503
Accumulated depreciation (5,402) (3,850)
-------- --------
Net property and equipment 16,611 17,653
-------- --------
Total assets $ 21,590 $ 21,465
======== ========
LIABILITIES AND MEMBERS' EQUITY
Current portion of long-term debt $ 1,920 $ 1,170
Accounts payable 2,474 2,723
Other accrued liabilities 665 354
Due to Olympic Steel, Inc. 184 53
-------- --------
Total current liabilities 5,243 4,300
-------- --------
Credit facility revolver 15,406 17,667
-------- --------
Total liabilities 20,649 21,967
-------- --------
Contributed capital 6,600 6,600
Retained deficit (5,659) (7,102)
-------- --------
Total members' equity (deficit) 941 (502)
-------- --------
Total liabilities and members' equity (deficit) $ 21,590 $ 21,465
======== ========
The accompanying notes are an integral part of these statements.
54
OLP LLC
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(in thousands)
2002 2001 2000
------- ------- -------
Cash flows from operating activities:
Net income (loss) $ 1,443 $ (385) $(2,716)
Adjustments to reconcile net income (loss) to net
cash from (used for) operating activities-
Depreciation and amortization 1,552 1,490 1,364
------- ------- -------
2,995 1,105 (1,352)
Changes in working capital:
Accounts receivable (573) (2,594) 474
Inventories (285) (727) -
Prepaid expenses and other (274) (70) (132)
Accounts payable and other accrued liabilities 62 2,607 139
------- ------- -------
(1,070) (784) 481
------- ------- -------
Net cash from (used for) operating activities 1,925 321 (871)
------- ------- -------
Cash flows from investing activities:
Capital expenditures (510) (953) (1,829)
------- ------- -------
Net cash used for investing activities (510) (953) (1,829)
------- ------- -------
Cash flows from financing activities:
Credit facility revolver, net (1,511) (1,017) 1,757
Contributed capital from members - 1,600 1,000
Due to (from) Olympic Steel, Inc. 131 47 (52)
------- ------- -------
Net cash (used for) from financing activities (1,380) 630 2,705
------- ------- -------
Cash:
Net change 35 (2) 5
Beginning balance 28 30 25
------- ------- -------
Ending balance $ 63 $ 28 $ 30
======= ======= =======
The accompanying notes are an integral part of these statements.
55
OLP LLC
STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
(in thousands)
<Table>
<Caption>
CONTRIBUTED RETAINED
CAPITAL DEFICIT
------------- --------------
Balance at December 31, 1999 $ 4,000 $(4,001)
Net loss - (2,716)
Contributed capital 1,000 -
------- -------
Balance at December 31, 2000 5,000 (6,717)
Net loss - (385)
Contributed capital 1,600 -
------- -------
Balance at December 31, 2001 6,600 (7,102)
NET INCOME - 1,443
------- -------
BALANCE AT DECEMBER 31, 2002 $ 6,600 $(5,659)
======= =======
</Table>
The accompanying notes are an integral part of these statements.
56
OLP LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(dollars in thousands)
1. BUSINESS ACTIVITIES:
OLP LLC ("OLP" or "the Company") is a joint venture formed by the United States
Steel Corporation ("USS") and Olympic Steel, Inc. ("Olympic") in April 1997 to
process laser welded sheet steel blanks for the automotive industry. OLP
conducts its operations from an owned 155,000 square foot facility located in
Belleville, Michigan. The building is currently equipped with two automated
laser welding lines and two manual laser welding lines. A fifth automated line
has been purchased and is expected to be installed in the second half of 2003.
The Company conducts business under the trade name Olympic Laser Processing.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Accounting Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that could affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Cash
Cash includes cash on hand and in checking accounts.
Inventories
Inventories are stated at the lower of cost or market and include the costs of
purchased steel, internal and external processing, and inbound freight. Cost is
determined using the specific identification method.
Property, Equipment and Depreciation
Property and equipment are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives ranging from 5 to 30 years.
Accelerated depreciation methods are used for income tax purposes.
Revenue Recognition
Revenue is recognized when steel is shipped to the customer and title has
transferred. In addition to direct sales, the Company performs toll processing
of customer-owned steel. Toll processing generally results in lower selling
prices than the Company's direct sales. Total tolling sales were $7,080, $4,487
and $3,677 in 2002, 2001, and 2000, respectively. Sales returns and allowances
are treated as reductions to sales and are provided for based on historical
experience and current estimates.
3. JOINT VENTURE OWNERSHIP:
OLP is a Michigan Limited Liability Company owned 50% each by USS and Oly Steel
Welding, Inc., a wholly owned subsidiary of Olympic (the Members). Each Member
has contributed $3,300 in cash to capitalize OLP. Olympic is the primary
operating Member, while USS is the primary marketing Member. Since formation of
the Company, there have been no equity distributions.
57
4. PROPERTY AND EQUIPMENT:
Property and equipment consisted of the following:
<Table>
<Caption>
DECEMBER 31,
-------------------------------
2002 2001
------------- ------------
Processing machinery and equipment $ 15,589 $ 15,464
Building 4,679 4,679
Land 702 702
Land improvements 342 342
Computer equipment 171 171
Office furniture and equipment 150 145
Construction in progress 380 --
------------- ------------
22,013 21,503
Less accumulated depreciation (5,402) (3,850)
------------- ------------
Net property and equipment $ 16,611 $ 17,653
============= ============
</Table>
5. DEBT:
In April 2002, OLP entered into a new two-year secured $20,000 bank financing
agreement (the "Credit Facility"). The Credit Facility is collateralized by
OLP's accounts receivable, inventories, and all of its property and equipment.
The Credit Facility is comprised of a revolving credit component of up to $5,500
and $14,500 of term loans. Borrowings under the revolving credit component are
subject to a borrowing base formula calculated on eligible receivables and
inventories. At December 31, 2002, the Company had approximately $434 of excess
availability under its Credit Facility.
The Company has the option to borrow based on the bank's prime rate or the
Eurocurrency Rate (Euro) plus a premium (the Premium). The Premiums are
determined quarterly based upon the average of the Members' borrowing rates. In
2001, all of OLP's borrowings were based upon Euro plus .42%. Since May 1, 2002,
the Company's Premium on Euro borrowings has been 2.5% and on prime borrowings
is 1.0%. At December 31, 2002, the Company's effective borrowing rate
approximated 4.2%.
Outstanding borrowings are guaranteed equally up to $10,000 each by Olympic and
USS on a several basis. The Credit Facility is also supported by a $3,000 letter
of credit by USS.
The new Credit Facility requires OLP to comply with various covenants, the most
significant of which are a quarterly minimum fixed charge coverage ratio,
restrictions on additional indebtedness, and limitations on capital
expenditures. In connection with the new Credit Facility, OLP paid $200 of fees
in April, 2002, which are being amortized to expense over the two-year term of
the agreement.
Scheduled maturities of term debt are $1,920 in 2003, and $11,710 in 2004. The
current loan agreement expires on April 30, 2004.
Management believes the carrying values of its long-term debt approximate their
fair values, as each of the Company's variable rate debt arrangements bear
interest at rates that fluctuate based on a bank's prime rate or Euro.
The Company has not entered into interest rate transactions for speculative
purposes or otherwise. The Company does not hedge its exposure to floating
interest rate risk.
Interest payments totaled $680, $975, and $1,285 in 2002, 2001, and 2000,
respectively.
58
6. INCOME TAXES:
As a Michigan Limited Liability Corporation, OLP is taxed as a partnership for
federal income tax purposes. Profits, losses and credits flow through to each
Member based upon each Member's respective ownership interest in the Company.
All federal income taxes are paid at the Member level. The Company is liable for
Michigan Single Business (MSB) tax. In years 2000 to 2002, OLP paid no MSB
taxes.
7. RETIREMENT PLAN:
OLP has a 401(k) retirement plan for all eligible employees. The plan allows
eligible employees to contribute up to 10% of their eligible W-2 earnings. The
Company's contribution is determined annually by its Board of Directors and is
based on a percentage of eligible employees' contributions. For 2002, 2001, and
2000, OLP matched one half of each eligible employee's contribution, which
amounted to $38, $27, and $7, respectively.
8. COMMITMENTS AND CONTINGENCIES:
The Company is party to various legal actions that it believes are ordinary in
nature and incidental to the operation of its business. In the opinion of
management, the outcome of the proceedings to which the Company is currently a
party will not have a material adverse effect upon its operations or financial
position.
The Company has a $3,800 commitment to purchase a fifth automated laser welding
line from an equipment manufacturer, which is expected to be installed in the
second half of 2003. As of December 31, 2002, $380 was paid towards this
commitment.
In 2001, the Company leased a forklift under a long-term lease agreement. The
lease is classified as operating and expires in March, 2006. For the years ended
December 31, 2002 and 2001, rent expense was $56 and $36, respectively.
Future minimum lease commitments as of December 31, 2002 are as follows:
<Table>
2003 $31
2004 31
2005 31
2006 6
-----------
$99
===========
</Table>
9. RELATED PARTY TRANSACTIONS:
As of December 31, 2002, approximately $416 or 14% of OLP accounts receivable,
net of credits, related to USS. As of December 31, 2001, approximately $440 or
15% of OLP accounts receivable, net of credits, related to USS.
During 2002, 2001, and 2000, Olympic paid for certain expenditures incurred on
behalf of OLP which are reimbursable according to the provisions of the joint
venture operating agreement. Total reimbursable expenses incurred by Olympic
amounted to $1,313, $369, and $301 for 2002, 2001, and 2000, respectively.
59