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, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
For the transition period from ___________________to__________________
Commission file number 1-12870
COLD METAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 16-1144965
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2200 GEORGETOWN DRIVE, SUITE 301, SEWICKLEY, PENNSYLVANIA 15143
(Address of principal executive offices) (Zip Code)
(724) 933-3445
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[T] No [ ]
Number of shares of Common Stock outstanding as of January 31, 2002: 6,384,491
1
COLD METAL PRODUCTS, INC.
SEC FORM 10-Q
Quarter Ended December 31, 2001
Index
Page
No.
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PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations ........................................................................3
Condensed Consolidated Balance Sheets...................................................................................4
Condensed Consolidated Statements of Cash Flows.........................................................................5
Notes to Condensed Consolidated Financial Statements....................................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk....................................................11
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings ...........................................................................................12
Item 2. Changes in Securities........................................................................................12
Item 3. Defaults Upon Senior Securities..............................................................................12
Item 4. Submission of Matters to a Vote of Security Holders..........................................................12
Item 5. Other Information............................................................................................12
Item 6. Exhibits and Reports on Form 8-K.............................................................................12
Signatures...................................................................................................13
2
COLD METAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
December 31, December 31,
2001 2000 2001 2000
---------------------------------- ----------------------------------
Net sales $ 36,655 $ 49,461 $ 121,665 $ 167,818
Cost of sales 34,133 47,881 113,115 154,340
---------------------------------- ----------------------------------
Gross profit 2,522 1,580 8,550 13,478
Selling, general and administrative expenses 3,793 4,436 11,226 12,932
Special charges 915 340 915
Interest expense 794 1,305 2,691 3,771
---------------------------------- ----------------------------------
(Loss) income before income taxes (2,065) (5,076) (5,707) (4,140)
Income tax (benefit) expense (775) (1,888) (2,152) (1,544)
---------------------------------- ----------------------------------
Net (loss) income $ (1,290) $ (3,188) $ (3,555) $ (2,596)
================================== ==================================
Basic and diluted net (loss) income per share $ (0.20) $ (0.50) $ (0.55) $ $(0.41)
================================== ==================================
Weighted average shares outstanding:
Basic 6,417,462 6,391,962 6,406,986 6,391,481
================================== ==================================
Diluted 6,417,462 6,391,962 6,406,986 6,391,481
================================== ==================================
See notes to condensed consolidated financial statements.
3
COLD METAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
(Unaudited)
December 31, March 31,
2001 2001
------------------------------------
Assets:
Cash $ 660 $ 1,547
Accounts receivable 20,183 25,239
Inventories 27,679 34,436
Prepaid and other current assets 2,930 3,297
------------------------------------
Total current assets 51,452 64,519
Property, plant and equipment - at cost 80,276 79,387
Less accumulated depreciation (41,475) (38,963)
------------------------------------
Property, plant and equipment - net 38,801 40,424
Other assets 20,464 18,308
------------------------------------
Total assets $110,717 $123,251
====================================
Liabilities and shareholders' equity:
Short-term debt $ 4,540 $ 4,818
Accounts payable 12,558 15,756
Other current liabilities 8,194 8,365
------------------------------------
Total current liabilities 25,292 28,939
Long-term debt 54,625 59,383
Postretirement benefits 18,005 18,432
Shareholders' equity:
Common stock. $.01 par value; 15,000,000 shares authorized; 7,532,250 shares
issued 75 75
Additional paid-in capital 25,325 25,302
Retained earnings 574 4,129
Accumulated other comprehensive loss (7,616) (7,446)
Less treasury stock, 1,147,759 shares, at cost (5,563) (5,563)
------------------------------------
Total shareholders' equity 12,795 16,497
------------------------------------
Total liabilities and shareholders' equity $110,717 $123,251
====================================
See notes to condensed consolidated financial statements.
4
COLD METAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended
December 31,
2001 2000
----------------------------------
Cash flows from operating activities:
Net (loss) income $ (3,555) $ (2,596)
Adjustments to reconcile net income (loss) to cash provided by (used in)
operating activities:
Depreciation and amortization 3,088 3,056
Special charges 340 747
Deferred taxes (2,502) (1,739)
Other items 94 47
Changes in operating assets and liabilities:
Accounts receivable 5,007 6,484
Inventories 6,690 (90)
Prepaid and other assets 240 1,877
Accounts payable (3,171) (8,502)
Other liabilities (852) (3,019)
----------------------------------
Net cash provided by (used in) operating activities 5,379 (3,735)
Cash flows from investing activities:
Additions to property, plant and equipment (1,117) (4,040)
Acquisition of Alkar 0 (137)
----------------------------------
Net cash used in investing activities (1,117) (4,177)
Cash flows from financing activities:
Proceeds from revolving credit and term loan facility 89,415 138,753
Payments of revolving credit and term loan facility (93,013) (127,656)
Payment of other debt (1,437) (2,219)
Payment of dividends 0 (957)
----------------------------------
Net cash (used in) provided by financing activities (5,035) 7,921
----------------------------------
Net increase/(decrease) in cash (773) 9
Effect of translation adjustment (114) (34)
Cash at beginning of period 1,547 1,559
----------------------------------
Cash at end of period $ 660 $ 1,534
==================================
See notes to condensed consolidated financial statements.
5
COLD METAL PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. OPINION OF MANAGEMENT
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting of normal
recurring accruals, necessary to present fairly the financial position of Cold
Metal Products, Inc. and Subsidiaries (the Company) as of December 31, 2001 and
March 31, 2001, and the results of its operations and cash flows for the three
and nine month periods ended December 31, 2001 and 2000. The results of
operations for the periods ended December 31, 2001 and 2000 are not necessarily
indicative of the results to be expected for the full year.
The condensed consolidated financial statements do not include
footnotes and certain financial information normally presented annually under
accounting principles generally accepted in the United States of America and,
therefore, should be read in conjunction with the audited consolidated financial
statements contained in the Company's annual report on Form 10-K for the year
ended March 31, 2001.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In September 2000, the Emerging Issues Task Force ("EITF") of the
Financial Accounting Standards Board ("FASB") issued EITF 00-10, Accounting for
Shipping and Handling Fees and Costs, which the Company adopted in the fourth
quarter of fiscal 2001. EITF 00-10 provides that all amounts billed to a
customer in a sale transaction related to shipping and handling represent
revenues earned for the goods sold and should be classified as revenue. The
Company previously offset freight revenues against freight expenses within cost
of sales. Accordingly, $973,000 and $2,840,000 of freight billed to customers in
the quarter and nine months ended December 31, 2000 has been reclassified to
revenues to conform to the presentations for the quarter and nine months ended
December 31, 2001. This reclassification had no effect on the dollar amount of
the Company's gross profit or net loss.
The FASB issued Statement of Financial Accounting Standard ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities," effective
for fiscal years beginning after June 15, 2000. SFAS No. 133, as amended,
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. Under SFAS No. 133, certain contracts that were not formerly
considered derivatives may now meet the definition of a derivative. The adoption
of this standard by the Company on April 1, 2001 did not have a significant
impact on the financial position, results of operations, or cash flows of the
Company.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations,"
and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 addresses
financial accounting and reporting for business combinations and prescribes that
all business combinations are to be accounted for using one method, the purchase
method, and is required to be adopted for all business combinations initiated
after June 30, 2001. SFAS No. 142 addresses financial accounting and reporting
for acquired goodwill and other intangible assets and supersedes APB No. 17,
"Intangible Assets," and is effective for all fiscal years beginning after
December 15, 2001. It changes the accounting for goodwill from an amortization
method to an impairment only approach. The Company has not completed its
assessment of the effect of adopting these pronouncements on its financial
statements. Amortization expense associated with
6
goodwill was $73,000, or $0.01 per share, during the quarter ended December 30,
2001 and $219,000 during the nine-month period then ended.
The FASB also issued Statement No. 143 Accounting for Asset Retirement
Obligations ("SFAS 143") in June 2001. SFAS 143 requires entities to record the
fair value of a liability for an asset retirement obligation in the period in
which it is incurred, with subsequent adjustments occurring as changes to
estimates of the settlement obligation become known. A corresponding increase in
the carrying amount of the related long-lived asset is recognized and is subject
to depreciation over the remaining useful life of the asset. Upon settlement of
the liability, an entity either settles the obligation for its recorded amount
or incurs a gain or loss upon settlement. SFAS 143 is required to be adopted for
fiscal years beginning after June 15, 2002, with earlier application encouraged.
The Company has not completed its assessment of the effect of adopting this
pronouncement on its financial statements.
In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets ("SFAS 144"). The statement supersedes SFAS No.
121, Accounting for the Impairment of Long-Lived Assets to be Disposed of. SFAS
144 retains the fundamental provisions of SFAS 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used and (b)
measurement of long-lived assets to be disposed by sale. SFAS 144 is effective
for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144
is not expected to have a material effect on the Company's financial statements.
NOTE 3. RESULTS OF FOREIGN OPERATIONS
The Company operates in one business segment, intermediate steel
processing. The Company derived revenues from customers in the United States of
approximately $26 million and $36 million for the quarters ended December 31,
2001 and 2000 and $86 million and $122 million during the nine months ended
December 31, 2001 and 2000. The Company had long-lived assets in the United
States totaling approximately $52 million. The remainder of the Company's
revenues and long-lived assets are principally related to customers and
operations in Canada.
NOTE 4. INVENTORIES
December 31, March 31,
2001 2001
---------------------------------------
Raw materials $11,819,000 $16,228,000
Work-in-process 9,525,000 10,174,000
Finished goods 6,335,000 8,034,000
---------------------------------------
Total inventories $27,679,000 $34,436,000
=======================================
NOTE 5. COMPREHENSIVE INCOME
Comprehensive income (loss) is comprised of net income (loss) and
foreign currency translation adjustment for the period. Translation adjustments
were ($150,000) and $55,000 during the quarter ended December 31, 2001 and 2000,
and ($170,000) and ($600,000) for the nine months ended December 31, 2001 and
2000, respectively. Total comprehensive (loss) was ($1.4 million) and
($3.1 million) for the quarter ended December 31, 2001 and 2000, and ($3.7
million) and ($3.2 million) for the nine months ended December 31, 2001 and
2000, respectively.
7
NOTE 6. DEBT
As of December 31, 2001, the Company's short and long-term debt
includes $43.0 million of borrowings under a committed revolving credit and
term-loan facility that extends to April 2004, and $14.4 million of borrowings
under a term loan. While the Company was in compliance with the terms of its
loan agreements at December 31, 2001, management believes it is possible that
the Company will be unable to comply with certain financial ratios over the
ensuing twelve months. Factors affecting these expectations include projected
operating results, variations of the covenant requirements over time, and
working capital needs associated with changing market conditions. In the event
that the Company is unable to comply with the financial covenants, amounts
currently reported as non-current liabilities may have to be reclassified to
current liabilities unless or until the loan agreements are satisfactorily
amended.
NOTE 7. SPECIAL CHARGES
During the third quarter of fiscal 2001, the Company ceased rolling and
annealing operations at its New Britain, Connecticut facility, and recognized a
$.9 million charge related to the impairment of idled equipment. At March 31,
2001, the Company adopted plans to permanently idle the New Britain facility and
reduce production at its Hamilton, Ontario facility as part of its ongoing
efforts to rationalize operating capacity. Costs associated with reductions in
force approximated $900,000 in the last quarter of fiscal 2001 and $340,000
during the quarter ended September 30, 2001. As of December 31, 2001
approximately $772,000 of such costs had been paid, and it is expected that the
remaining amounts owed will be settled in approximately equal amounts over the
remainder of fiscal year 2002 and fiscal 2003.
8
ITEM 2.
COLD METAL PRODUCTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of financial
condition and results of operations during the periods included in the
accompanying condensed consolidated financial statements and should be read in
conjunction with the annual financial statements.
Results of Operations
---------------------
The following table presents the Company's results of operations as a
percentage of net sales:
Three Months Ended Nine Months Ended
December 31, December 31,
2001 2000 2001 2000
------------------------------- -------------------------------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 93.1 96.8 93.0 92.0
------------------------------- -------------------------------
Gross profit 6.9 3.2 7.0 8.0
Selling, general, and administrative expenses 10.3 9.0 9.2 7.7
Special charge - 1.9 0.3 0.6
Interest expense 2.2 2.6 2.2 2.2
------------------------------- -------------------------------
(Loss) income before income taxes (5.6) (10.3) (4.7) (2.5)
Income tax (benefit) expense (2.1) (3.8) (1.8) (0.9)
------------------------------- -------------------------------
Net (loss) income (3.5)% (6.5)% (2.9)% (1.6)%
=============================== ===============================
Net sales for the three months ended December 31, 2001 were $36.7
million, a decrease of $12.8 million or 25.9% from the Company's net sales for
the corresponding period ended December 31, 2000. Volume of tons shipped
decreased 19.6%, which accounted for $9.7 million of revenue decline, while the
effect of lower priced product mix contributed to a $3.1 million decline in
revenues. For the nine months ended December 31, 2001 net sales were $121.7
million, a decrease of $46.2 million or 27.5% from the Company's net sales for
the corresponding period ended December 31, 2000. Volume of tons shipped
decreased 20.9%, which accounted for $35.1 million of revenue decline, while the
effect of lower priced product mix contributed to an $11.1 million decline in
revenues.
Gross profit for the three months ended December 31, 2001 was $2.5
million or 6.9% of net sales, a $.9 million increase over the three months ended
December 31, 2000. For the nine months ended December 31, 2001, gross profit was
$8.6 million or 7.0% of net sales, which represents a $4.9 million decrease over
the comparable period in the previous fiscal year. The primary factor
contributing to the gross margin increase for the three-month period ended
December 31, 2001 was a reduction in operating costs associated with the
shutdown of the Company's New Britain, Connecticut facility. For the nine month
period ended December 31, 2001 the Company saw gross profits decline due to its
inability to obtain raw material cost reductions, particularly for higher carbon
and alloy products, sufficient to offset selling price reductions in the
Company's market place, as well as the effects of the Company's capacity
utilization and fixed cost operating structure at significantly lower sales
volume levels.
9
Selling, general and administrative costs of $3.8 million for the three
months ended December 31, 2001 represented 10.3% of net sales compared to $4.4
million selling, general and administrative costs, or 9.0% of net sales for the
three months ended December 31, 2000. For the nine months ended December 31,
2001, selling, general and administrative costs were $11.2 million or 9.2% of
net sales, reflecting a $1.7 million decrease in selling, general and
administrative costs compared to the nine months ended December 31, 2000. The
decrease in these costs relates primarily to cost reduction initiatives that
centralized certain activities and reduced personnel.
Interest expense was $0.8 million, or 2.2% of net sales for the three
months ended December 31, 2001 compared to $1.3 million or 2.6% of net sales for
the three months ended December 31, 2000. For the nine months ended December 31,
2001, interest costs declined approximately $1.1 million to $2.7 million or 2.2%
of net sales, compared to the corresponding period in the prior year when such
costs totaled $3.8 million, or 2.2% of sales. The reduction in interest expense
is largely attributable to the decline in interest rates occurring throughout
2001.
Loss before income taxes was $2.1 million, or 5.6% of net sales for the
three months ended December 31, 2001, compared to $5.1 million of loss before
income taxes, or 10.3% of sales for the three months ended December 31, 2000.
The loss before income taxes in the three months ended December 31, 2000
included a $915,000 special charge associated with plant closure or downsizing
actions. For the nine months ended December 31, 2001, loss before income taxes
totaled $5.7 million, or 4.7% of net sales, compared to loss before taxes of
$4.1 million for the nine months ended December 31, 2000. Such losses include
special charges of $.3 million and $.9 million relating to plant closure or
downsizing actions for the nine months ended December 31, 2001 and 2000,
respectively. The Company's operating performance directly relates to the
substantial decline in sales volume resulting from the affect of the weak 2001
economy on demand for the Company's products.
The Company has recognized an income tax benefit of $.8 million, or
2.1% of net sales for the three months ended December 31, 2001 compared to an
income tax benefit of $1.9 million, or 3.8% of net sales for the three months
ended December 31, 2000. For the nine months ended December 31, 2001, the
income tax benefit was $2.2 million, or 1.8% of sales, compared to income tax
benefit of $1.5 million, or 0.9% of sales for the corresponding period in the
prior fiscal year. At December 31, 2001 the Company has net deferred tax assets
totaling $13.3 million. The Company evaluates the realization prospects for
such assets based on historical and projected operating results, as well as
available tax planning strategies and current tax statutes, and it is
management's current assessment that it is more likely than not that these
deferred tax assets will be realized in the future.
Net loss for the three months ended December 31, 2001 was $1.3 million,
or $0.20 per share as compared to net loss of $3.2 million, or $0.50 per share
for the three months ended December 31, 2000. For the nine months ended December
31, 2001, net loss was $3.6 million, or $0.55 per share as compared to net loss
of $2.6 million, or $0.41 per share for the six months ended December 31, 2000.
Liquidity and Capital Resources
-------------------------------
Net loss for the first nine months of fiscal 2002, adjusted for
depreciation and other non-cash charges, used approximately $2.5 million of cash
for the period compared to $.5 million of cash used in the corresponding period
of the prior year. However, as a result of working capital changes, including
the Company's reduction of inventory by $6.7 million, the Company was able to
generate $5.4 million of cash from operations during the nine months ended
December 31 2001. In the comparable period of the prior year, the Company used
$3.7 million of cash for operations after taking into consideration working
capital changes. The Company continues to monitor cash flows and liquidity, and
has limited its capital investment to maintenance levels, spending only $1.1
million during
10
the nine months ended December 31, 2001 compared to capital spending of $4.0
million in the corresponding period of the prior year.
Net cash flows used by financing activities of $5.0 million for the
nine months ended December 31, 2001 were the result of using cash provided by
operations to reduce bank indebtedness. This compares to an $8.9 million
increase in borrowings during the nine months ended December 31, 2000, primarily
to finance working capital needs, capital expenditures and $1.0 million of
dividends.
The Company continues to take steps to improve its operating cost
structure by matching production capacity with prevailing market demand.
Operating results in the third quarter of fiscal 2002 were in line with
estimates despite weaker sales volumes than planned. In the fourth quarter,
management expects that overall volumes will increase quarter over quarter for
the first time since the first half of the prior fiscal year, as demand for
steel products begins to strengthen. There are also signs that pricing will
begin to firm as product availability tightens because of reduced sources of
supply, the potential for tariffs on steel imports, and anticipated increased
demand for steel products. During this time the Company will continue to be
dependent upon its credit facilities to support operating and capital asset
financing needs.
The Company's primary lending arrangement provides up to a maximum of
$70 million of borrowing availability, of which $43 million was outstanding
at December 31, 2001. Currently, the Company has approximately $2.6 million of
additional borrowing availability under the terms of the credit agreement.
While the Company was in compliance with the terms of its loan agreements at
December 31, 2001, management believes it is possible that the Company will
be unable to comply with certain financial ratios over the ensuing twelve
months. Factors affecting these expectations include projected operating
results, variations of the covenant requirements over time, and working capital
needs associated with changing market conditions. In the event that the Company
is unable to comply with the financial covenants, amounts currently reported as
non-current liabilities may have to be reclassified to current liabilities
unless or until the loan agreements are satisfactorily amended.
Forward-Looking Information
---------------------------
This document contains various forward-looking statements and
information that are based on management's beliefs as well as assumptions made
by and information currently available to management. Because such statements
include risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward looking statements. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to, general
business and economic conditions, competitive factors such as availability and
pricing of steel, changes in customer demand, work stoppages by customers,
potential equipment malfunctions, changes in borrowing terms, or other risks and
uncertainties discussed in the Company's 10K report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's major market risk exposures are fluctuations in interest
rates as they relate to its variable rate debt and Canadian dollar currency rate
fluctuations as they relate to U.S. dollar debt carried on the books of the
Canadian subsidiary. The Company generally does not enter into derivative
financial investments for trading or speculation purposes. A 10% market rate
change in interest rate would affect the Company in the approximate annual
after-tax amount of $100,000. A 10% change in Canadian currency exchange rate
would affect the Company in the approximate after-tax amount of $100,000. As a
result, the Company believes that its market risk exposure is not material to
its consolidated financial position, liquidity or results of operations.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not involved in any legal proceedings that are material
to its financial position.
ITEM 2. CHANGE IN SECURITIES
There have been no changes in securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Note 6 to the Financial Statements included as Item 1 of Part I of this
Report is incorporated by reference as Item 3 of this Part II.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There has been no submission of matters to a vote of security holders.
ITEM 5. OTHER INFORMATION
There is no other information to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit Number and Description -
10(a)(ii) Amendment No. 2 and Waiver Agreement among Cold Metal
Products, Inc, Alkar Steel Corporation and GMAC Commercial Credit,
LLC entered into as of November 13, 2001.
10(p)(ii) Letter dated November 12, 2001 from Tyco Capital
(successor to CIT Group/Equipment Financing) to Cold Metal
Products, Inc. waiving and amending certain financial covenants.
(b) Reports on Form 8-K - None
12
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.
Cold Metal Products, Inc.
(Registrant)
/s/ Raymond P. Torok
---------------------------------------------
Raymond P. Torok
President, Chief Executive Officer
/s/ Joseph C. Horvath
---------------------------------------------
Joseph C. Horvath
Vice-President, Chief Financial Officer
(Principal Financial and Accounting Officer)
February 14, 2002
13