Item 1.	Business
General
Kentucky Electric Steel, Inc., a Delaware corporation incorporated in August, 1993 (the "Company"), owns and operates a steel mini-mill near Ashland, Kentucky. As a mini-mill producer of bar flats, the Company recycles steel from scrap, a process designed to result in lower production costs than those of integrated steel mills, which produce steel by processing iron ore and other raw materials in blast furnaces. Bar flats are produced to a variety of specifications and fall primarily into two general quality levels - merchant bar quality steel bar flats ("MBQ Bar Flats") for generic types of applications, and special bar quality steel bar flats ("SBQ Bar Flats"), where more precise customer specifications require the use of various alloys, customized equipment and special production procedures to insure that the finished product meets critical end-use performance characteristics. The Company is a leading manufacturer of SBQ Bar Flats for the cold drawn bar converter and truck trailer support beam markets.
The Company manufactures over 2,600 different Bar Flat items which are sold to a variety of relatively small volume niche markets, including the leaf-spring suspension market for light and heavy-duty trucks, mini-vans and utility vehicles, cold drawn bar converters, certain specialty applications for steel service centers, truck trailer manufacturers and other miscellaneous markets. The Company's mill was specifically designed to manufacture wider and thicker bar flats up to three inches in thickness and twelve inches in width that are required by these markets. In addition, the Company employs a variety of specially designed equipment which is necessary to manufacture SBQ Bar Flats to the specifications demanded by its customers. Although the Company specializes in SBQ Bar Flats, particularly in the thicker and wider sections, it also, to a much lesser extent, competes in the MBQ Bar Flat market.
The Company's business strategy is to increase its share of the SBQ Bar Flat market and to expand into related niche market applications where it can supply products for special customer needs. The Company plans to expand its business primarily by increasing the number of products it sells to existing customers and the development of new customers.
Manufacturing Operations
The Company recycles steel by melting steel scrap in two 50-ton electric arc furnaces. The molten steel is then taken to the ladle metallurgy facility where a variety of alloys are added to make different grades of steel in accordance with customer specifications. The refined molten steel is then poured into a continuous caster to produce continuous strands of steel with cross-sectional dimensions ranging from approximately 16 to 72 square inches. The Company can utilize up to four continuous strands in producing certain sizes. The strands are cut to produce billets of specified length which are reheated to approximately 2,300 degrees Fahrenheit at the Company's rolling mill and fed through a series of roll stands to reduce their size and form them into steel bar sections. These sections emerge from the rolling mill, are uniformly cooled on a cooling bed, and are cut to lengths specified by the customer. The cut bar flats are stacked into bundles ready for shipment.
The production capacity of the Company for finished products is 330,000 tons. The Company's ultimate goal is to balance its operations at approximately 400,000 tons per year. The Company sold 265,000 tons of finished goods in 2000 which constitutes 80% of its melting and casting capacity. In addition, the Company sold 12,000 billet tons (semifinished product) in 2000.
The Company transports its products by common carrier, generally shipping by truck and by rail. The Company has railroad sidings at its facilities.
Capital Improvements and Expansion
Annual capital expenditures over the last five fiscal years have averaged $4.1 million, which includes $1.3 million expended in fiscal year 2000.
The Board of Directors has approved the fiscal 2001 capital expenditure plan for approximately $2.3 million, which includes completion of various projects begun in fiscal 2000, as well as equipment upgrades and replacements.
Primary Markets and Products
The Company is primarily a special bar quality ("SBQ") producer of alloy and carbon steel bar flats. Its primary markets are manufacturers of leaf-spring suspensions, cold drawn bar converters, flat bed truck trailer manufacturers and steel service centers.
Leaf-Spring Suspension Market. High tensile SBQ spring steel is produced to customer and industry specifications for use in leaf- spring assemblies. These assemblies are utilized in light, medium and heavy duty trucks, trailers, mini-vans and four-wheel drive vehicles with off-road capability. The trend toward tapered leaf-spring products and air-ride suspension continues. These products use somewhat less steel but they are manufactured from larger cross section bar flats that match the Company's manufacturing strengths.
Cold Drawn Bar Converters Market. The Company sells its expanded range of SBQ hot rolled bar products to cold drawn bar manufacturers. KESI's product range, 1/4" through 3" in thickness and 2" through 12" in width, enables the Company to supply practically all the sizes needed by the converters. The converters remove the scale from the hot rolled bar and draw it through a carbide die. The drawing reduces the cross section, improves surface and internal properties, and produces a more exacting tolerance bar. The end product is sold through distributors and directly to original equipment manufacturers.
Steel Service Centers Market. Approximately 30% of all steel shipments to the end-user are distributed through steel service centers, making this the largest single market for steel manufacturers. The Company sells both MBQ and SBQ bar flats into this market. The majority of its sales consist of the less competitive section sizes and difficult to make grades.
Truck Trailers Market. The Company is a significant supplier of SBQ Bar Flats for flat bed trailer support beam flange material. This material is engineered and produced to exacting specifications consistent with trailer manufacturers' requirements.
Miscellaneous Markets. The Company supplies other markets including metal building, grader blades, agricultural equipment, construction/ fabricating, railroad and industrial chain manufacturers. The products furnished to these markets are primarily SBQ Bar Flats along with a mixture of MBQ Bar Flats.
Although the Company has not focused its sales efforts on MBQ Bar Flats, attention to select sizes of MBQ Bar Flats has provided good balance for the Company's manufacturing facilities. Within the MBQ Bar Flat market, the Company has concentrated its sales on specialty items as opposed to higher volume commodity products.
Customers
The Company sells to over 350 customers. Several wholly-owned subsidiaries of Republic Technologies International represented approximately 11.2% of sales for fiscal 2000. No other customer accounted for more than 10% of sales in fiscal 2000. The loss of a principal customer could have a material adverse effect on the Company's operations.
The Company's foreign sales as a percentage of total sales were 12.7% in fiscal 2000. These sales consisted primarily of shipments to Canada and Mexico.
Marketing
Senior management of the Company is directly involved in sales to new and existing customers. Sales are nationwide and in certain foreign markets. Sales efforts are primarily performed by in-house sales personnel and augmented with manufacturers' representative companies. The efforts of these sales representatives are directed by the Company's Vice President, Sales and Marketing.
Competition and Other Market Factors
The domestic and foreign steel industries are characterized by intense competition. The Company competes with domestic and foreign producers, many of whom have financial resources substantially greater than those available to the Company. The Company has identified its principal competition from the following sources: (i) in its leaf- spring suspension market, the Company faces competition from five North American mills; (ii) in its cold drawn bar converters market, the Company competes with five North American mills; (iii) in the steel service center market, the Company encounters competition from numerous North American mills; and (iv) in its truck trailer market, the Company competes with three North American mills. One company, which competes in the leaf spring market, is currently in the construction phase of a plan to increase the capacity of its plant and to expand the size range of the products it manufactures. The Company believes that the principal competitive factors affecting its business are quality, service, price and geographic location.
Backlog and Seasonality
As of September 30, 2000, the Company had firm orders for approximately 52,000 tons representing approximately $22.4 million in sales, as compared with approximately 52,000 tons representing approximately $24.1 million in sales, at September 25, 1999.
The Company operates on a continuous basis with two scheduled shutdowns for heavy maintenance work in July and December. The Company's operations are not subject to seasonal fluctuations in operations or sales.
Raw Materials
The principal raw material used in the Company's steel mill is ferrous scrap. Ferrous scrap is derived from, among other sources, discarded automobiles, appliances, structural steel, railroad cars and machinery. The purchase price of scrap is subject to market conditions largely beyond the control of the Company. The Company is located in an area where scrap is generally available and typically maintains less than one month of scrap supply. Historically, price fluctuations of scrap have had no material long-term impact on the Company. However, while the Company has generally been successful in passing on scrap cost increases through price increases, the effect of steel imports, market price competition and under-utilized industry capacity has in the past, and could in the future, limit the Company's ability to increase prices. One scrap dealer supplied approximately 31% of the Company's scrap in fiscal 2000. In an attempt to insure an adequate source of raw materials, however, the Company has identified, inspected and purchased scrap from 30 dealers.
	The Company's manufacturing process consumes large amounts of electricity, which the Company purchases from Kentucky Power Company, d/b/a American Electric Power ("AEP"). An abundant regional supply of coal, used in producing electricity, helps keep the Company's energy costs relatively low. Effective November 13, 1997, the Company and AEP entered into a contract for Operating Reserve Interruptible Electric Service ("1997 Contract") which will have a minimum term of five years, or until an open competitive market exists, unless the Company gives AEP at least one year's notice of termination. The 1997 Contract limits AEP's right to interrupt service to only those instances that an AEP unit goes offline or that AEP is responsible to share reserves with other electrical generators pursuant to the East Central Area Reliability Coordination Agreement (ECAR), and any such interruption can be no more than 30 minutes in duration.
Employees
As of September 30, 2000, the Company employed 415 people, approximately 78% of whom are members of the United Steelworkers of America. The Company's current five-year collective bargaining agreement expires in September 2004. The Company believes that its wage rates and benefits are competitive with other mini-mills.
Environmental and Regulatory Matters
The Company is subject to federal, state, and local environmental laws and regulations concerning, among other matters, wastewater discharge, air emissions and furnace dust disposal. As with similar mills in the industry, the Company's furnaces are classified as generating hazardous waste (K061) because they produce certain types of dust containing lead, chromium and cadmium ("Furnace Dust").
Between 1981 and 1983, the prior operator (the "Prior Operator") disposed of Furnace Dust in the Cooksey Brother's landfill, in Cannonsburg, Kentucky ("Cooksey Landfill"). Before 1981 the Prior Operator disposed of Furnace Dust in other locations, including a strip mine. The Company did not assume any liability from the Prior Operator for disposal at the Cooksey Landfill or such other sites. The Cooksey Landfill is operating pursuant to a permit and bond issued and approved by the Kentucky Division of Waste Management, and the Company has no reason to believe that the Cooksey Landfill or other sites are likely targets for listing as a Kentucky "uncontrolled site" or federal superfund site. On May 5, 1999, the Company was notified by the Kentucky Division of Waste Management ("DWM") that as a result of a RCRA Facility Assessment ("RFA") conducted in 1986 and 1987 while the Company's mill was operated by the Prior Operator, that DWM requests that the Company undertake a RCRA Facility Investigation ("RFI") and, if necessary, therefore, a RCRA Corrective Measures Study ("CMS") and, if necessary, therefore, a RCRA Corrective Measures Implementation ("CMI"). On June 8, 1999, the Company was notified by DWM that the Company's mill had been listed with 32 other sites in Kentucky as a high priority for clean-up on the RCRA Corrective Action Baseline List of Facilities. The Company has not made a determination as to whether the Prior Operator released any hazardous waste at its site and has not agreed to undertake the RFI and is continuing negotiations with DWM. The Company, however, could incur investigation and/or clean-up expenses in the future with respect to the operation of the Company's facility by the Prior Operator with respect to the Cooksey Landfill or such other sites if (1) the sites are listed as a Kentucky "Uncontrolled Site" or Federal Superfund Site, (2) DWM required the Company to undertake an RFI, CMS and CMI, and (3) the Company is not successful in obtaining full indemnification from the Prior Operator.
	The Company's operations are subject to the Federal Clean Air Act which provides for regulation, through state implementation of federal requirements, of the emission of certain air pollutants. On June 2, 1999, the Kentucky Division for Air Quality issued to the Company its Title V Operating Permit ("Air Permit") with an expiration date of June 2, 2004. As with similar mills in the industry, the Federal Clean Air Act required that the Permit include emission limitations and standards as well as monitoring, recordkeeping, reporting, inspection and entry requirements to assure compliance with those limits. The Company does not know whether it will be able to consistently comply with the Air Permit without additional capital and/or operating expense.
	The Company's operations are also subject to the Federal Clean Water Act which provides for regulation through state implementation of federal requirements of the discharge of certain water pollutants. On March 19, 1999, the Kentucky Division of Water ("DOW") issued the Company its Kentucky Pollutant Discharge Elimination System Permit ("Water Permit") with an expiration date of May 31, 2002. In its application for the Water Permit, the Company requested that DOW re- evaluate the temperature limits established in its prior permit. DOW has agreed to determine allowable surface water temperatures on a site-specific basis and has included in the Water Permit a requirement that the Company conduct a year-long thermal plume study to assess the impact of the effluent temperature on the aquatic biota in the receiving stream. At the completion of the study, DOW will determine allowable surface water temperatures on a site-specific basis utilizing available data and the results of the thermal plume study. The Company, therefore, does not know whether it will be able to comply with temperature limits without additional capital and/or operating expense when the limits are determined by DOW.
Further, there can be no assurance that evolving federal and state environmental requirements or discovery of unknown conditions will not (1) require the Company to make material expenditures in the future or (2) affect the Company's ability to obtain permits for its existing operations or any future expansion. The Company will continue to plan and budget, as appropriate, for any additional capital and operating expenses that may be required to upgrade or install new or additional pollution control equipment in order to comply with all permits.
Except as otherwise indicated, the Company believes it is in substantial compliance with applicable environmental laws and regulations. Notwithstanding such compliance, if damage to persons or property or contamination of the environment has been or is caused by the conduct of the Company's business or by hazardous substances or wastes used, generated or disposed of by the Company (or possibly by prior operators of the Company's mini-mill or by third parties), the Company may be held liable for such damages and be required to pay the cost of investigation and remediation of such contamination. The amount of such liability to the Company could be material. Changes in federal or state laws, regulations or requirements or discovery of unknown conditions could require additional expenditures by the Company.
Item 2.
Item 2.	Properties
The Company's operations are located on approximately 122 acres of land near Ashland, Kentucky, next to an interstate highway and a rail line. The Company believes that its facilities are well maintained, in good condition and adequate and suitable for its operating needs. The Company has completed certain capital expenditures with respect to its properties. See Item 1 - Business - "Manufacturing Operations" and "Capital Improvements and Expansion."
Item 3.
Item 3.	Legal Proceedings
The Company is subject to various claims and lawsuits arising in the ordinary course of business with respect to commercial, product liability and other matters, which seek remedies or damages. Based upon its evaluation of available information, management does not believe that any such matters are likely, individually or in the aggregate, to have a material adverse effect upon the Company's business, financial position, results of operations or cash flows. See also Item 1 "Business - Environmental and Regulatory Matters."
Item 4.
Item 4.	Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of shareholders during the fourth quarter of the fiscal year ended September 30, 2000.
Executive Officers of the Registrant
Pursuant to General Instruction G(3) of Form 10-K, the following list is included as an unnumbered Item in Part I of this report in lieu of being included in the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held February 6, 2001.
The names, ages and positions of all of the executive officers of the Registrant as of September 30, 2000 are listed below with their business experience with the Registrant for the past five years. Officers are elected annually by the Board of Directors at the first meeting of directors following the annual meeting of stockholders. There are no family relationships among these officers, nor any agreement or understanding between any officer and any other person pursuant to which the officer was selected.
Charles C. Hanebuth, 56, has been President and Chief Executive Officer of the Company since its formation in August 1993. From November 1990 to October 1993, Mr. Hanebuth was President and Chief Operating Officer of Kentucky Electric Steel Corporation, a wholly- owned subsidiary of NS Group, Inc. Mr. Hanebuth has 21 years management experience in the steel industry. Mr. Hanebuth is a advisory director of Fifth Third Bank Ohio Valley and a director of Ashland Hospital Corporation, which operates King's Daughters' Medical Center.
William J. Jessie, 50, a certified public accountant, has been Vice President, Secretary, Treasurer and Chief Financial Officer of the Company since its formation in August 1993. Prior to August 1993, he was Controller of Kentucky Electric Steel Corporation since 1986. Mr. Jessie has 21 years of public accounting experience with national and local accounting firms.
Joseph E. Harrison, 56, has been Vice President of Sales and Marketing of the Company since its formation in August 1993. From February 1991 to August 1993 he was General Sales Manager of Kentucky Electric Steel Corporation. Mr. Harrison has over 30 years of sales experience in the steel industry.
William H. Gerak, 55, has been Vice President of Administration of the Company since January 1994. From February 1988 to December 1993 he was the Director of Human Resources and Labor Relations for Heekin Can, Inc., a wholly-owned subsidiary of Ball Corporation, a producer of steel food and aerosol containers, head-quartered in Cincinnati, Ohio. Mr. Gerak has over 26 years of human resource and administrative experience.
PART II
Item 5.
Item 5.	Market for Registrant's Common Equity and Related Shareholder Matters
The Company's common stock trades on the NASDAQ National Market under the symbol "KESI." The following table sets forth, for the fiscal periods indicated, the high and low closing prices of the stock on the NASDAQ National Market:
Fiscal 1999 Fiscal 2000 High Low High Low First Quarter $ 4 $ 2-11/16 $ 4 $ 2-3/8 Second Quarter 3-3/4 2-5/8 2-5/8 1-3/4 Third Quarter 3-3/8 2-1/2 2-25/32 1-7/8 Fourth Quarter 4-1/2 2-5/8 2-1/2 1-5/8
On December 8, 2000, there were approximately 900 beneficial owners of the Company's common stock.
The Company currently intends to retain all earnings to support the development of its business, although the paying of dividends on its common stock is periodically reviewed. Certain of the Company's debt instruments currently restrict the payment of dividends. Specifically, the debt instruments restrict payment of dividends to the amount available in a "Restricted Payment Pool" as defined in the senior note agreement and amended bank credit facility. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 5 of the Notes to Consolidated Financial Statements of the Company.
Item 6.
Item 6.	Selected Financial Data
The selected financial data shown below for the five years in the period ended September 30, 2000 are derived from the audited financial statements of the Company. The information set forth below should be used in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements and related notes thereto included elsewhere herein.
(1)	Net of current portion.
Item 7.
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations
The following analysis of results of operations and financial condition of the Company should be read in conjunction with "Selected Financial Data" and Financial Statements and Supplementary Data included elsewhere herein.
General
The Company manufactures special bar quality alloy and carbon steel bar flats to precise customer specification for sale in a variety of niche markets. As a result, while the Company's business is cyclical in nature, the Company has historically generated sufficient cash flow to meet its capital expenditure and debt service requirements.
Results of Operations
The following table sets forth the percentages of the Company's net sales represented by certain income and expense items for the periods indicated.
Year Ended September September September 26, 1998 25, 1999 30, 2000 Net sales .................... 100.0% 100.0% 100.0% Cost of goods sold ........... 89.3 90.3 91.5 ----- ----- ----- Gross profit ................. 10.7 9.7 8.5 Selling and administrative expenses ................... 6.4 7.2 6.6 ----- ----- ----- Operating income ............. 4.3 2.5 1.9
Interest expense ............. (2.2) (2.2) (2.2) Interest income and other .... .1 1.2 .8 ----- ----- ----- Income before income taxes ............... 2.2 1.5 .5
Income taxes ................ .8 .6 .2 ----- ----- ----- Net income ................ 1.4% .9% .3%
Year Ended September 30, 2000 Compared with Year Ended September 25,
	Net Sales. Net sales for fiscal 2000 increased by $8.2 million (7.8%) to $113.6 million from $105.4 million in fiscal 1999. The increase in net sales is attributable to an increase in shipments offset by a decrease in average selling price. Finished goods shipments increased by 8.9% from 243,100 tons in fiscal 1999 to 264,800 in fiscal 2000. The average selling price per finished goods shipped was down 3.4% in fiscal 2000 as compared to fiscal 1999. The decrease in finished goods average selling price for fiscal 2000 is primarily attributable to a change in product mix as the Company increased its participation in lower priced products. In addition, fiscal 2000 shipments included 11,800 tons of billets (semi-finished product) as compared to 800 tons of billets in fiscal 1999.
	Cost of Goods Sold. Cost of goods sold for fiscal 2000 increased by $8.8 million, or 9.2% to $103.9 million from $95.1 million in fiscal 1999. As a percentage of net sales, cost of goods sold increased from 90.3% in fiscal 1999 to 91.5% in fiscal 2000. The increase in cost of goods sold reflects the increase in shipments (as discussed above) offset by a decrease in the per ton cost of tons shipped. The decrease in the per ton manufacturing costs of tons shipped for fiscal 2000 resulted from lower conversion costs due to increased productivity offset by higher scrap costs. The increase in cost of goods sold as a percentage of net sales for fiscal 2000, as compared to fiscal 1999, reflects lower selling prices (as discussed above) partially offset by lower per ton manufacturing costs.
	Gross Profit. As a result of the above, gross profit for fiscal 2000 decreased by $.5 million from $10.2 million in fiscal 1999 to $9.7 million in fiscal 2000. As a percentage of net sales, gross profit decreased from 9.7% in fiscal 1999 to 8.5% in fiscal 2000.
	Selling and Administrative Expenses. Selling and administrative expenses include salaries and benefits, corporate overhead, insurance, sales commissions and other expenses incurred in the executive, sales and marketing, shipping, human resources, and other administrative departments. Selling and administrative expenses for fiscal 2000 and 1999 were $7.6 million with decreases in legal and professional fees being offset by increases in the provision for bad debt expense, sales commissions, and miscellaneous other items. As a percentage of net sales, such expenses decreased from 7.2% for fiscal 1999 to 6.6% for fiscal 2000. The decrease in selling and administrative expenses as a percentage of net sales for fiscal 2000, as compared to fiscal 1999, is due to higher net sales in 2000.
	Operating Income. For the reasons described above, operating income decreased by $.5 million (18.8%) from $2.6 million in fiscal 1999 to $2.1 million in fiscal 2000. As a percentage of net sales, operating income decreased from 2.5% in fiscal 1999 to 1.9% in fiscal 2000.
	Interest Expense. Interest expense increased by $.2 million to $2.5 million in fiscal 2000 from $2.3 million in fiscal 1999. The increase in interest expense is due to an increase in both the average interest rate and the average amount outstanding on the line of credit.
	Provision (Credit) for Income Taxes. The Company has recorded a tax provision of approximately $.2 million in fiscal 2000 as compared to a tax provision of approximately $.6 million in fiscal 1999 at an effective tax rate of 38% for both years. As of September 30, 2000 the Company has net deferred tax assets of $5.7 million, which is net of a $2.7 million valuation allowance. Included in the $8.4 million of gross deferred tax assets is $5.4 million representing the tax benefit of net operating tax loss carryforwards which expire beginning in 2011. The realization of the deferred tax assets is dependent in part upon generation of sufficient future taxable income. Management has considered the levels of currently anticipated pre-tax income in assessing the required level of the deferred tax asset valuation allowance. Taking into consideration historical pre-tax income levels of operations for fiscal 1998, 1999, and 2000, and other factors, management believes it is more likely than not that the net deferred tax asset, after consideration of the valuation allowance which has been established, will be realized. The amount of the net deferred tax asset considered realizable, however, could be reduced in future years if estimates of future taxable income during the carryforward period are reduced.
	Interest Income and Other. Interest and other income decreased by $.3 million from $1.2 million in fiscal 1999 to $.9 million in fiscal 2000. Fiscal 2000 and fiscal 1999 include other income of $.8 million and $1.1 million, respectively, for a claim settlement pertaining primarily to the Company's purchase of electrodes during the years 1992 through 1997.
	Net Income. As a result of the above, net income decreased by $.7 million from $1.0 million in fiscal 1999 to $.3 million in fiscal 2000. As a percentage of net sales, net income decreased from .9% in fiscal 1999 to .3% in fiscal 2000.
Year Ended September 25, 1999 Compared with Year Ended September 26,
Net Sales. Net sales for fiscal 1999 decreased by $4.1 million, or (3.7%), to $105.4 million from $109.5 million in fiscal 1998. The decrease in net sales is attributed to a 5.2% decline in average selling prices due to market price reductions, offset by an increase in tons shipped. Shipments increased by 1.5% from 240,300 tons in fiscal 1998 to 244,000 tons in fiscal 1999.
Cost of Goods Sold. Cost of goods sold for fiscal 1999 decreased $2.6 million, or 2.6%, to $95.1 million from $97.7 million in fiscal 1998. As a percentage of net sales, cost of goods sold increased from 89.3% in fiscal 1998 to 90.3% in fiscal 1999. The decrease in cost of goods sold reflects a decrease in the per ton cost of tons shipped offset by the increase in tons shipped. The decrease in the per ton cost of tons shipped during fiscal 1999 as compared to fiscal 1998 resulted from lower scrap prices offset by higher conversion costs primarily due to lower production caused by equipment problems in the melt shop.
Gross Profit. As a result of the above, gross profit for fiscal 1999 decreased by $1.5 million from $11.7 million in fiscal 1998 to $10.2 million in fiscal 1999. As a percentage of net sales, gross profit decreased from 10.7% in fiscal 1998 to 9.7% in fiscal 1999.
Selling and Administrative Expenses. Selling and administrative expenses include salaries and benefits, corporate overhead, insurance, sales commissions and other expenses incurred in the executive, sales and marketing, shipping, human resources, and other administrative departments. Selling and administrative expenses for fiscal 1999 increased $.6 million, or 8.8%, to $7.6 million from $7.0 million for fiscal 1998. As a percentage of net sales, such expenses increased from 6.4% for fiscal 1998 to 7.2% for fiscal 1999. The increase in selling and administrative expenses is due primarily to an increase in legal and professional fees and self-insured health care costs incurred during fiscal 1999. The increase in legal and professional fees is primarily due to legal and consulting fees related to the Company's electric service contract and a pending trade case with the Department of Commerce.
Operating Income. For the reasons described above, operating income decreased by $2.1 million (44.5%) from $4.7 million in fiscal 1998 to $2.6 million in fiscal 1999. As a percentage of net sales, operating income decreased from 4.3% in fiscal 1998 to 2.5% in fiscal 1999.
Interest Expense. Interest expense decreased by $.1 million to $2.3 million in fiscal 1999 from $2.4 million in fiscal 1998. The decrease in interest expense is due to a decrease in both the average interest rate and the average amount outstanding on the line of credit.
	Provision (Credit) for Income Taxes. The Company has recorded a tax provision of approximately $.6 million in fiscal 1999 as compared to a tax provision of approximately $.9 million in fiscal 1998 at an effective tax rate of 38% for both years. As of September 25, 1999 the Company has net deferred tax assets of $5.9 million, which is net of a $2.7 million valuation allowance. Included in the $8.6 million of gross deferred tax assets is $6.4 million of net operating tax loss carryforwards which expire in 2011. The realization of the deferred tax assets is dependent in part upon generation of sufficient future taxable income. Management has considered the levels of currently anticipated pre-tax income in assessing the required level of the deferred tax asset valuation allowance. Taking into consideration historical pre-tax income levels, the nature of certain events which adversely affected operations in fiscal 1997, the results of operations for fiscal 1998 and 1999 and other factors, management believes it is more likely than not that the net deferred tax asset, after consideration of the valuation allowance which has been established, will be realized. The amount of the net deferred tax asset considered realizable, however, could be reduced in future years if estimates of future taxable income during the carryforward period are reduced.
	Interest Income and Other. Interest and other income increased by $1.2 million for fiscal 1999 from $.1 million in fiscal 1998. Fiscal 1999 includes other income of $1.1 million from a claim settlement pertaining to the Company's purchase of electrodes during the years 1992 through 1997.
Net Income. As a result of the above, net income decreased by $.5 million from $1.5 million in fiscal 1998 to $1.0 million in fiscal 1999. As a percentage of net sales, net income decreased from 1.4% in fiscal 1998 to .9% in fiscal 1999.
Liquidity and Capital Resources
	Cash flows from operating activities amounted to $2.6 million, $.7 million, and $6.2 million in fiscal 1998, 1999 and 2000, respectively. Fiscal 1998 operating cash flows reflect net income of $1.5 million, depreciation and amortization of $3.7 million, and the decrease in the net deferred tax asset of $1.0 million. Operating cash flows were negatively impacted by a $3.8 million increase in inventories. The increase in inventories is primarily attributed to an increase in finished goods inventory offset somewhat by a decrease in scrap inventory. The increase in finished goods inventory is due to lower than anticipated fourth quarter shipments in fiscal 1998 and lower than normal inventories in fiscal 1997 due to production problems.
	Fiscal 1999 operating cash flows reflect net income of $1.0 million, depreciation and amortization of $3.6 million and the decrease in the net deferred tax asset of $.7 million. Operating cash flows were negatively impacted by increases in accounts receivable and inventories of $2.1 million and $2.4 million, respectively. Also, operating cash flows were positively impacted by an increase of $1.2 million in trade accounts payable. The increase in inventories and accounts payable is primarily due to an increase in scrap and billet inventory. The increase in accounts receivable reflects the higher sales level in the latter part of fiscal 1999.
	Fiscal 2000 operating cash flows reflect net income of $.3 million and depreciation and amortization of $3.8 million. Operating cash flows were positively impacted by decreases in accounts receivable and inventories of $3.3 million and $1.1 million, respectively. Operating cash flows were negatively impacted by a $1.9 million decrease in trade accounts payable. The decrease in accounts receivable reflects the lower sales level in the latter part of fiscal 2000. The decrease in inventories is primarily due to a decrease in billet inventories and a decrease in the carrying value of finished good inventory offset by slightly higher scrap inventories. The decrease in the carrying value of finished goods inventory reflects the lower conversion costs in fiscal 2000. The decrease in accounts payable is due to timing of payments on open accounts.
	Cash flows used by investing activities consist of capital expenditures of $2.8 million in both fiscal 1998 and 1999. Cash flows provided by investing activities amounted to $7.2 million in fiscal 2000 and consisted of proceeds from the sale-leaseback transaction of $8.5 million offset by capital expenditures of $1.3 million.
	Cash flows provided from financing activities amounted to $.2 million and $2.2 million in fiscal 1998 and 1999, respectively. The $.2 million in fiscal 1998 reflects $.8 million in advances on the Company's line of credit facility offset by $.6 million used for the purchase of treasury stock. The $2.2 million in fiscal 1999 reflects $3.1 million in advances on the Company's line of credit facility offset by $1.0 million used to purchase treasury stock. Cash flows used in financing activities amounted to $4.9 million in fiscal 2000 and reflects the $4.9 million in net repayments on the Company's line of credit facility.
Working capital at September 30, 2000, was $23.9 million as compared to $15.7 million at September 25, 1999. The current ratio was 2.0 to 1.0 at September 30, 2000 as compared to 1.6 to 1.0 at September 25, 1999. The increase in working capital is primarily attributed to the $8.5 million in proceeds from the sale-leaseback of certain equipment combined with cash flow from operations.
	The Company completed its 500,000 share buyback program during fiscal 1998 and the Board of Directors authorized the repurchase of an additional 500,000 shares of the Company's common stock. During the fiscal year ended September 30, 2000, the Company repurchased 18,700 shares of its common stock leaving 60,515 authorized repurchase shares remaining.
The Company's primary ongoing cash requirements are for current capital expenditures and ongoing working capital requirements. In addition, principal payments on the unsecured senior notes commenced on November 1, 2000 and are due in equal annual installments over six years. The two sources for the Company's liquidity are internally generated funds and its bank credit facility. The Company has a $24.5 million unsecured bank credit facility which expires January 31, 2002. Borrowings are limited to defined percentages of eligible inventory and accounts receivable. As of September 30, 2000, the Company had $9.6 million outstanding and $8.6 million available under its line of credit. In addition, the Company had cash and cash equivalents of $8.7 million at September 30, 2000. The Company believes that the bank credit facility and internally generated funds will be sufficient to fund its ongoing cash needs.
Impact of Inflation and Changing Prices
While the Company has not experienced any material long-term adverse effects on operations in recent years because of inflation, margins have been affected by inflationary conditions. The Company's primary cost components are steel scrap, labor, and energy, all of which are susceptible to domestic inflationary pressures. Scrap costs are frequently influenced by supply and demand factors as well as general economic conditions. Finished product prices are influenced by nationwide economic trends and manufacturing capacity within the steel industry. While the Company has generally been successful in passing on cost increases through price increases, the effect of steel imports, market price competition and under-utilized industry capacity has in the past, and could in the future, limit the Company's ability to increase prices. See "Business - Competition and Other Market Factors," "Raw Materials," "Manufacturing Operation" and "Employees."
Forward Looking Statements
The matters discussed or incorporated by reference in this Report on Form 10-K that are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) involve risks and uncertainties. These risks and uncertainties include, but are not limited to: the reliance on truck and utility vehicle industry; excess industry capacity; product demand and industry pricing; volatility of raw material costs, especially steel scrap; intense foreign and domestic competition; management's estimates of niche market data; the cyclical and capital intensive nature of the industry; and cost of compliance with environmental regulations. These risks and uncertainties could cause actual results of the Company to differ materially from those projected or implied by such forward-looking statements.
Impact of Recent Accounting Pronouncements
See Note 2 "Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements of the Company.
Item 7A.
Item 7A.	Qualitative and Quantitative Disclosure about Market Risk
	Management does not believe that there is any material market risk exposure with respect to derivative or other financial instruments that would require disclosure under this item.
Item 8.
Item 8.	Financial Statements and Supplementary Data
The financial statements and schedules referenced in Item 14(a)(1) and (a)(2) hereof are included herein and are filed as part of this report.
Item 9.
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10.	Directors and Executive Officers of the Registrant
The specified information required by this item is incorporated by reference to the information under the heading "Proposal I: Election of Directors" in the Proxy Statement as filed with the Commission or is included under the heading "Executive Officers of the Registrant" in Part I of this 10-K filing. The disclosure required by Item 405 of Regulation S-K is incorporated by reference to the information under the heading "Compliance with Section 16(a)" of the Proxy Statement.
Item 11.
Item 11.	Executive Compensation
The specified information required by this item is incorporated by reference to the information under the heading "Executive Compensation" in the Proxy Statement as filed with the Commission.
Item 12.
Item 12.	Security Ownership of Certain Beneficial Owners and Management
The specified information required by this item is incorporated by reference to the information in the table under the heading "Voting Securities and Principal Holders Thereof" in the Proxy Statement as filed with the Commission.
Item 13.
Item 13.	Certain Relationships and Related Transactions
	None.
PART IV
Item 14.
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. See Index to Financial Statements and Schedule
(a)2.	See Index to Financial Statements and Schedule
(a)3. Exhibits
3.1	Certificate of Incorporation of Kentucky Electric Steel, Inc., filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1 (No. 33-67140), and incorporated by reference herein.
3.2 	By-Laws of Kentucky Electric Steel, Inc., filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (No. 33-67140), and incorporated by reference herein.
4.1	Senior Note Agreement between Registrant and a group of institutional investors. Filed as Exhibit 4.1 to Registrant's Form 10-K for the fiscal year ended September 30, 1995, File No. 0-22416, and incorporated by reference herein.
4.2	Amended and Restated Loan Agreement between Registrant and National City Bank, Kentucky, dated November 1, 1995. Filed as Exhibit 4.2 to Registrant's Form 10-K for the fiscal year ended September 30, 1995, File No. 0-22416, and incorporated by reference herein.
4.3	Amended and Restated Export Financing Agreement between Registrant and National City Bank, Kentucky, dated November 1, 1995. Filed as Exhibit 4.3 to Registrant's Form 10-K for the fiscal year ended September 30, 1995, File No. 0-22416, and incorporated by reference herein.
4.4	First Amendment Agreement to Senior Note Agreement between Registrant and a group of institutional investors. Filed as Exhibit 4.4 to Registrant's Form 10-Q, No. 0-22416, filed on February 11, 1997, and incorporated by reference herein.
4.5	Amendment No. 1 to Amended and Restated Loan Agreement between Registrant and National City Bank, Kentucky. Filed as Exhibit 4.5 to Registrant's Form 10-Q No. 0- 22416, filed on February 11, 1997, and incorporated by reference herein.
4.6	Amendment No. 2 to Amended and Restated Loan Agreement between Registrant and National City Bank, Kentucky. Filed as Exhibit 4.6 to Registrant's Form 10-Q, No. 0- 22416, filed on February 9, 1998, and incorporated by reference herein.
4.7 	Amendment No. 1 to Amended and Restated Export Financing Agreement between Registrant and National City Bank, Kentucky. Filed as Exhibit 4.7 to Registrant's Form 10-Q, No. 0-22416, filed on February 9, 1998, and incorporated by reference herein.
10.1	Transfer Agreement between NS Group, Inc., Kentucky Electric Steel Corporation, and Registrant, filed as Exhibit 10.2 to Registrant's Form 10-K for the fiscal year ended September 25, 1993, File No. 0-22416, and incorporated by reference herein.
10.2	Tax Agreement between NS Group, Inc., Kentucky Electric Steel Corporation and Registrant, filed as Exhibit 10.3 to Registrant's Form 10-K for the fiscal year ended September 25, 1993, File No. 0-22416, and incorporated by reference herein.
10.3	Form of Indemnification Agreement between Registrant and Its Executive Officers and Directors, filed as Exhibit 10.4 to Amendment No. 1 to Registrant's Registration Statement on Form S-1 (No. 33-67140), and incorporated by reference herein.*
10.4	Registration Rights Agreement between Registrant and NS Group, Inc., filed as Exhibit 10.7 to Registrant's Form 10-K for the fiscal year ended September 25, 1993, File No. 0-22416, and incorporated by reference herein.
10.5	Kentucky Electric Steel, Inc. 1993 Employee Stock Option/ Restricted Stock Plan, filed on Registrant's Form S-8 (No. 33-77598), filed on April 12, 1994, and incorporated by reference herein.*
10.6	Kentucky Electric Steel, Inc. 1993 Transition Stock Option Plan, filed on Registrant's Form S-8 (No. 33-77598), filed on April 12, 1994, and incorporated by reference herein.
10.7	The Kentucky Electric Steel, Inc. Salary Continuation Plan, effective June 7, 1994, as amended, for the benefit of the Company's eligible salaried employees, filed as Exhibit 10.8 to Registrant's Form 10-Q, File No. 0-22416, filed on August 6, 1999, and incorporated by reference herein.*
10.8 	The Kentucky Electric Steel, Inc. Executive Severance Plan, effective June 7, 1994, as amended, for the benefit of the Company's eligible Executive Officers, filed as Exhibit 10.9 to Registrant's Form 10-Q, File No. 0-22416, filed on August 6, 1999, and incorporated by reference herein.*
10.9	Employment Agreements dated June 7, 1994, as amended, between Kentucky Electric Steel, Inc. and its four Executive Officers, filed as Exhibit 10.10 to Registrant's Form 10-Q, file No. 0-22416, filed on August 6, 1999 and incorporated by reference herein.*
10.10	Form of Salary Continuation Agreements entered into between Kentucky Electric Steel, Inc. and its four Executive Officers, filed as Exhibit 10.11 to Registrant's Form 10-K for fiscal year ended September 25, 1999, File No. 0-22416, and incorporated by reference herein.*
10.11	The Kentucky Electric Steel, Inc. Key Employee Stock/Loan Plan, effective February 2, 1995 for the benefit of the Company's Executive Officers, filed as Exhibit 10.14 to Registrant's Form 10-Q, No. 0-22416, filed on February 9, 1995, and incorporated by reference herein.*
10.12	Kentucky Electric Steel, Inc. 1994 Employee Stock Option/ Restricted Stock Plan, filed on Registrant's Form S-8 (No. 33-301218), filed on February 12, 1996, and incorporated by reference herein.*
10.13	Rights Agreement between Kentucky Electric Steel, Inc. and EquiServe Trust Company, N.A., dated as of September 1, 1999, filed as Exhibit 4.8 to Registrant's Form 8-K, File No. 0-22416, filed on September 14, 1999 and incorporated by reference herein.
10.14	The Kentucky Electric Steel, Inc. 1999 Share Plan for Non- Employee Directors, filed as Exhibit 10.18 to Registrant's Form 10-Q, No. 0-22416 filed on August 6, 1999 and incorporated by reference herein.*
10.15	Form of Promissory Note dated October 6, 1999, between Kentucky Electric Steel, Inc. and its four executive officers, filed as Exhibit 10.19 to Registrant's From 10-K for the fiscal year ended September 25, 1999, File No. 0- 22416, and incorporated by reference herein.*
10.16	Form of Loan Forgiveness Agreement dated October 6, 1999, between Kentucky Electric Steel, Inc. and its four executive officers, filed as Exhibit 10.20 to Registrant's Form 10-K for the fiscal year ended September 25, 1999, File No. 0-22416, and incorporated by reference herein.*
10.17	Trust Under Certain Kentucky Electric Steel Salary Continuation Agreements dated October 14, 1999, filed as Exhibit 10.21 to Registrant's Form 10-K for the fiscal year ended September 25, 1999, File No. 0-22416, and incorporated by reference herein.*
10.18 Master Equipment Lease for Manufacturing Equipment dated September 30, 2000 with Fifth Third Bank, Ohio Valley, filed herewith.
10.19 Master Equipment Lease for Manufacturing Equipment dated September 30, 2000 with Fifth Third Bank, Ohio Valley, filed herewith.
23	Consent of Arthur Andersen LLP
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended September 30, 2000.
*	Indicates management contracts or compensatory plans or arrangements in which one or more Directors or Executive Officers of the Company participate or is a party.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
KENTUCKY ELECTRIC STEEL, INC.
December 8, 2000 By: \s\Charles C. Hanebuth Charles C. Hanebuth President, Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
KENTUCKY ELECTRIC STEEL, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Financial Statements Page(s)
Report of Independent Public Accountants ..............
Consolidated Balance Sheets - September 25, 1999 and September 30, 2000 ....................................
Consolidated Statements of Operations - Years ended September 26, 1998, September 25, 1999 and September 30, 2000 ................................
Consolidated Statements of Changes in Shareholders' Equity - Years ended September 26, 1998, September 25, 1999, and September 30, 2000 ..........................
Consolidated Statements of Cash Flows - Years ended September 26, 1998, September 25, 1999 and September 30, 2000 ................................
Notes to Consolidated Financial Statements ............
Financial Statement Schedule
Report of Independent Public Accountants .............. S-1
Schedule II Valuation and Qualifying Accounts ........ S-2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Kentucky Electric Steel, Inc.:
	We have audited the accompanying consolidated balance sheets of Kentucky Electric Steel, Inc. (a Delaware corporation) and subsidiary as of September 25, 1999 and September 30, 2000, and the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the three years in the period ended September 30, 2000. 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 audits.
	We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
	In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kentucky Electric Steel, Inc. and subsidiary as of September 25, 1999 and September 30, 2000 and the results of its operations and its cash flows for each of the three years in the period ending September 30, 2000 in conformity with accounting principles generally accepted in the United States.
Arthur Andersen LLP
Cincinnati, Ohio, October 31, 2000
KENTUCKY ELECTRIC STEEL, INC. CONSOLIDATED BALANCE SHEETS (Dollars in Thousands)
See notes to consolidated financial statements
KENTUCKY ELECTRIC STEEL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands, Except Share and Per Share Data)
Year Ended September September September 26, 1998 25, 1999 30, 2000
NET SALES $109,456 $105,389 $113,605 COST OF GOODS SOLD 97,720 95,140 103,903 ------- ------- ------- Gross profit 11,736 10,249 9,702
SELLING AND ADMINISTRATIVE EXPENSES 7,011 7,627 7,573 ------- ------- ------- Operating income 4,725 2,622 2,129
INTEREST EXPENSE (2,395) (2,274) (2,528) INTEREST INCOME AND OTHER 80 1,234 911 ------- ------- ------- Income before income taxes 2,410 1,582 512
PROVISION FOR INCOME TAXES 916 604 195 ------- ------- ------- Net income $ 1,494 $ 978 $ 317
NET INCOME PER COMMON SHARE - BASIC AND DILUTED $ .32 $ .24 $ .08
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 4,624,671 4,085,480 4,074,463
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 4,630,920 4,089,219 4,074,463
See notes to consolidated financial statements
KENTUCKY ELECTRIC STEEL, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Three Years in the Period Ended September 30, 2000
(Dollars in Thousands)
See notes to consolidated financial statements
KENTUCKY ELECTRIC STEEL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands)
Year Ended September September September 26, 1998 25, 1999 30, 2000
Cash Flows From Operating Activities: Net income $ 1,494 $ 978 $ 317 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 3,683 3,636 3,827 Change in deferred taxes 1,169 737 617 Change in other (154) 23 (430) Changes in current assets and current liabilities: Accounts receivable (460) (2,143) 3,257 Insurance claim receivable 900 - - Inventories (3,825) (2,388) 1,083 Operating supplies and other current assets (404) (88) (1) Refundable income taxes 900 (315) 140 Deferred tax assets (191) (35) (345) Accounts payable (611) 1,153 (1,873) Accrued liabilities 134 154 (358) Environmental liabilities - (982) - ------ ------ ------ Net cash flows from operating activities 2,635 730 6,234 ------ ------ ------ Cash Flows From Investing Activities: Capital expenditures (2,806) (2,848) (1,341) Proceeds from sale-leaseback - - 8,536 ------ ------ ------ Net cash flows from investing activities (2,806) (2,848) 7,195 ------ ------ ------ Cash Flows From Financing Activities: Net advances on line of credit 762 3,113 (4,938) Issuance of common stock 48 57 50 Purchases of treasury stock (616) (1,018) (37) ------ ------ ------ Net cash flows from financing activities 194 2,152 (4,925) ------ ------ ------ Net increase in cash and cash equivalents 23 34 8,504 Cash and Cash Equivalents - Beginning of Period 127 150 184 ------ ------ ------ Cash and Cash Equivalents - End of Period $ 150 $ 184 $ 8,688
Interest Paid, net of amount capitalized $ 2,371 $ 2,262 $ 2,472
Income Taxes Paid $ 200 $ 216 $ 80
See notes to consolidated financial statements
KENTUCKY ELECTRIC STEEL, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1)	Nature of Operations
	Kentucky Electric Steel, Inc. (KESI or the Company), a Delaware corporation, owns and operates a steel mini-mill near Ashland, Kentucky. The Company manufactures special bar quality alloy and carbon steel bar flats to precise customer specifications for sale in a variety of niche markets.
(2)	Summary of Significant Accounting Policies
	Principles of Consolidation 	The consolidated financial statements include the accounts of Kentucky Electric Steel, Inc. and its wholly-owned subsidiary, KESI Finance Company, which was formed in October 1996 to finance the ladle metallurgy facility. All significant intercompany accounts and transactions have been eliminated.
	Accounting Estimates 	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
	Reclassifications 	Certain reclassifications of previously reported amounts have been made to conform with current classifications.
	Cash and Cash Equivalents 	Cash includes currency on-hand and deposits with financial institutions. Cash equivalents consist of investments with original maturities of three months or less. Amounts are stated at cost, which approximates market value. Cash and cash equivalents as of September 30, 2000 includes the proceeds from the sale-leaseback transaction.
	Inventories 	Inventory costs include material, labor and manufacturing overhead. Inventories are valued at the lower of average cost or market.
	Property, Plant and Equipment and Depreciation 	Property, plant and equipment is recorded at cost, less accumulated depreciation. For financial reporting purposes, depreciation is provided on the straight-line method over the estimated useful lives of the assets, generally 3 to 12 years for machinery and equipment and 15 to 30 years for buildings and improvements. Depreciation for income tax purposes is computed using accelerated methods. Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures for equipment renewals, which extend the useful life of any asset, are capitalized. The Company assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
	Income Taxes 	The Company accounts for income taxes pursuant to the asset and liability method. Deferred tax assets and liabilities are recognized based upon the estimated increase or decrease in taxes payable or refundable in future years expected to result from reversal of temporary differences and utilization of carryforwards which exist at the end of the current year. Temporary differences represent the differences between the financial statement carrying amount of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates scheduled to apply to taxable income in the years in which the temporary differences are expected to be settled, and are adjusted in the period of enactment for the effect of a change in tax law or rates.
	Comprehensive Income 	In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130 (SFAS No 130), "Reporting Comprehensive Income", which established standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general- purpose financial statements. The Company adopted SFAS No. 130 in the quarter ended December 26, 1998. For the periods presented herein, comprehensive income is equal to net income reported.
	Derivative and Hedging Activities 	In June 1998, the Financial Accounting Standards Board issued Statement No. 133 (SFAS No. 133) "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Company is required to adopt SFAS No. 133 effective as of the beginning of the first quarter of fiscal 2001. The Company does not currently have any derivative financial instruments; therefore, SFAS No. 133 does not currently apply.
	Fiscal Year End 	The Company's fiscal year ends on the last Saturday of September. The fiscal year normally consists of fifty-two weeks, however, the fiscal year ending September 30, 2000 consists of fifty- three weeks.
(3)	Inventories
	Inventories at September 25, 1999 and September 30, 2000 consist of the following ($000's): 1999 2000 Raw materials $ 2,824 $ 3,181 Semi-finished and finished goods 19,927 18,487 Total inventories $22,751 $21,668
(4)	Accrued Liabilities
	Accrued liabilities at September 25, 1999 and September 30, 2000 consist of the following ($000's): 1999 2000 Accrued payroll and related liabilities $ 1,498 $ 1,293 Accrued insurance and workers' compensation 945 880 Accrued interest payable 714 770 Other 831 687 $ 3,988 $ 3,630
(5)	Long-Term Debt
	Long-term debt of the Company at September 25, 1999 and September 30, 2000 consists of the following ($000's):
1999 2000 Unsecured senior notes, due in equal annual installments from November 2000 through 2005, interest at 7.66% $ 20,000 $20,000 Other 125 125 20,125 20,125 Less - Current portion (125) (3,458) $ 20,000 $16,667
	Principal payments on the unsecured senior notes commenced on November 1, 2000 and are due in equal annual installments over six years. These notes bear interest at a fixed rate of 7.66% per annum, with interest paid semi-annually.
	The Company has a $24.5 million unsecured bank credit facility which expires January 31, 2002. Borrowings are limited to defined percentages of eligible inventory and accounts receivable. Interest on borrowings accrue at the rate of LIBOR plus 1.35% or the prime rate minus 1/2%.
	The notes and bank credit facility contain restrictive covenants, which include, among other restrictions, a maximum ratio of total funded debt to total capitalization, a minimum fixed charge coverage ratio, a minimum net worth requirement and restrictions on the payment of dividends.
	As of September 30, 2000, approximately $9.6 million was outstanding under the bank credit facility, approximately $1.3 million was utilized to collateralize various letters of credit and $8.6 million was available for additional borrowings. The weighted average interest rates on short-term borrowings as of September 25, 1999 and September 30, 2000 were 7.1% and 8.2%, respectively.
	The estimated fair value of the Company's unsecured senior notes is estimated using discounted cash flow analysis, based upon the estimated market rate as of September 30, 2000. The fair value of the unsecured senior notes was approximately $19.8 million as of September 30, 2000 and $19.7 million as of September 25, 1999.
(6) Sale-Leaseback Transaction
	In September 2000, the Company entered into a sale-leaseback transaction for its ladle metallurgy facility and certain other of its machinery and equipment for approximately $8.5 million, resulting in a deferred gain of $.8 million, to be amortized over the term of the lease.
	The Company has an early buyout option for a certain portion of the leased assets at the end of 5 years, and another early buyout option for all the leased assets at the end of 6-1/2 years at an amount approximating the estimated fair value of the assets. The Company also has a purchase option at the end of the lease term at an amount equal to the equipment's then fair market value. If the purchase option is not exercised, the lease automatically renews for a term and rate to be negotiated by the Company and the lessor. The lease has been accounted for as an operating lease. The future minimum lease payments are as follows ($000's):
2001 $1,328 2002 1,448 2003 1,360 2004 1,297 2005 1,275 thereafter	 2,520 Total	$9,228
(7)	Significant Customers and Foreign Sales
	The Company grants trade credit to customers within the markets it serves. Sales to the leaf-springs suspension market represented 14.2%, 12.5%, and 16.7% of total sales for fiscal 1998, 1999 and 2000, respectively.
	One company, through several wholly-owned subsidiaries, which are customers of the Company, represented 10.4%, 13.5%, and 11.2% of net sales in fiscal 1998, 1999, and 2000, respectively. Another customer, through two wholly-owned subsidiaries, which are customers of the Company, accounted for 10.4%, 11.0%, and 8.0% of net sales in fiscal 1998, 1999, and 2000, respectively. No other customer accounted for more than 10% of net sales.
	The Company's foreign sales represented 7.5%, 8.6%, and 12.7% of total sales for 1998, 1999 and 2000, respectively.
(8)	Income Taxes
	The provision for income taxes consists of the following ($000's): 1998 1999 2000 Current: Federal $ 200 $ (98) $ (76) State - - - 200 (98) (76) Deferred: Federal 596 626 249 State 120 76 22 716 702 271 Total provision for income taxes $ 916 $ 604 $ 195
	The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes for the following reasons ($000's):
1998 1999 2000
Income tax provision at Statutory tax rate of 34% $ 819 $ 538 $ 174 State income taxes, net of federal effect 64 50 15 Other, net 33 16 6 $ 916 $ 604 $ 195
	The components of the net deferred tax asset at September 25, 1999 and September 30, 2000 are as follows ($000's):
Sept. 25, Sept. 30, 1999 2000 Deferred tax components: Property, plant and equipment $(1,562) $(1,671) Intangibles 2,314 1,684 AMT credit carryforwards 1,038 992 NOL carryforward 6,405 5,362 Other 422 1,978 8,617 8,345 Valuation allowance (2,681) (2,681)
Net deferred tax assets $ 5,936 $ 5,664
	For Federal income tax purposes the Company has alternative minimum tax credit carryforwards of approximately $1.0 million, which are not limited by expiration dates. The Company also has gross operating tax loss carryforwards of approximately $15.8 million, which expire beginning in 2011. The Company has recorded deferred tax assets related to these carryforwards.
	The realization of deferred tax assets is dependent in part upon generation of sufficient future taxable income. Management has considered the levels of currently anticipated pre-tax income in assessing the required level of the deferred tax asset valuation allowance. Taking into consideration historical pre-tax income levels, the results of operations for fiscal 1998, 1999 and 2000, and other factors, management believes it is more likely than not that the net deferred tax asset, after consideration of the valuation allowance which has been established, will be realized. The amount of the net deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income during the carryforward period are reduced.
(9)	Profit Sharing Plans
	The Company has established profit sharing plans for its bargaining unit (hourly) and salaried employees. Generally, the plans require mandatory contributions of five percent of pretax profits (with a guaranteed minimum based on hours worked) for the hourly employees, and an additional discretionary contribution set by the Board of Directors for salaried employees. Expense for contributions was approximately $226,000, $219,000 and $225,000 in fiscal 1998, 1999 and 2000, respectively.
(10) Earnings Per Share
	Statement of Financial Accounting Standards No. 128 (SFAS No. 128) related to earnings per share requires dual presentation of basic and diluted earnings per share on the face of the income statement for all entities with complex capital structures. The Company adopted SFAS No. 128 during fiscal 1998. The following is the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations.
For the Year Ended For the Year Ended September 26, 1998 September 25, 1999 Per Per Share Share Income Shares Amount Income Shares Amount Amounts for Basic Earnings - Per Share $ 1,494 4,624,671 $ .32 $ 978 4,085,480 $.24
Effect of Dilutive Securities Options - 6,249 - - 3,739 -
Amounts for Diluted Earnings Per Share $ 1,494 4,630,920 $ .32 $ 978 4,089,219 $.24
	 For the Year Ended September 30, 2000 Per Share Income Shares Amount Amounts for Basic Earnings Per Share $ 317 4,074,463 $.08
Effect of Dilutive Securities Options - - -
Amounts for Diluted Earnings Per Share $ 317 4,074,463 $.08
The following options were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the applicable period:
					 1998 1999 2000
	Transition stock options 92,335	56,061	50,951 	Employee stock options	 301,976 378,668 561,052 					 394,311 434,729 612,003
See Note 11 for further information regarding options outstanding.
(11)	Stock Option/Restricted Stock Plan
	The Company has Employee Stock Option/Restricted Stock Plans which provide shares of common stock for awards to eligible employees in the form of stock options and restricted stock. Awards under the Plans may be made to any officer or other key employees of the Company. The options become exercisable on a pro rata basis over a period of four years beginning one year after the grant date, except for options issued in conjunction with the initial public offering, which became exercisable over a three-year period, which began upon approval by the stockholders of the 1993 Employee Stock Option/Restricted Stock Plan in February 1994. All unexercised options expire ten years after the date of grant. Option prices range from $2.53 to $12.31 per share.
	The Plans also provide for the issuance of restricted stock. The restricted shares vest three years after the grant date. During 1994 in connection with the initial public offering, 18,000 restricted shares were granted and issued, and vested on a pro rata basis over a period of four years beginning one year after the grant date. Compensation expense of $53,000, $0, and $0 was recognized in fiscal 1998, 1999 and 2000, respectively, as a result of amortization of restricted stock grants over the vesting periods. The unamortized portion of the restricted stock is reflected in deferred compensation and was $53,000 as of September 27, 1997. The restricted stock was fully amortized as of September 26, 1998.
	A summary of transactions in the above plans for fiscal 1999 and 2000 are as follows:
1999 2000 Weighted- Weighted- Average Average Stock Exercise Stock Exercise Options Price Options Price Options outstanding, beginning of year 386,668 $ 9.15 469,860 $ 7.97 Options granted 91,192 3.03 91,192 2.53 Options forfeited (8,000) 8.66 - - Options outstanding, end of year 469,860 $ 7.97 561,052 $ 7.09 Options exercisable, end of year 318,022 $ 9.72 380,916 $ 8.99 Restricted shares granted - - Options and restricted shares available for grant 191,041 99,849
	The 1993 Transition Stock Option Plan (the "Transition Plan") was approved by the shareholders in 1994. The Transition Plan was designed to substitute KESI stock options for previously issued NS Group stock options. KESI incentive stock options for 186,539 shares of Common Stock were issued in 1994, with exercise prices varying from $8.76 per share to $20.86 per share. A summary of transactions in the plan for fiscal 1999 and 2000 are as follows:
1999 2000 Weighted- Weighted- Average Average Stock Exercise Stock Exercise Options Price Options Price
Options outstanding, beginning of year 92,335 $10.84 56,061 $ 8.93 Options granted - - - - Options forfeited (6,340) 11.01 (4,755) 8.88 Options expired (29,934) 14.40 (355) 19.57 Options outstanding, end of year 56,061 $ 8.93 50,951 $ 8.86 Options exercisable, end of year 56,061 $ 8.93 50,951 $ 8.86
	The Company accounts for its stock-based compensation plans using the intrinsic value method in accordance with APB Opinion No. 25 and related interpretations. Under this method, no compensation cost has been recognized for the Company's Employee Stock Option Plan for fiscal years 1998, 1999, and 2000. Had compensation cost for the stock option plans been determined based on the fair value of the options at the grant dates, under those plans consistent with the fair value method, pro forma net income and basic and diluted earnings per share would have been net income of $1.4 million and $.30 per share for fiscal 1998, net income of $.9 million or $.21 per share for fiscal 1999, and net income of $.2 million and $.05 per share for fiscal 2000. The weighted-average fair value of options granted in fiscal 1999 and 2000 was $1.64 and $1.48 per share, respectively. The fair value of each option is estimated on the date of grant using the Black-Scholes options pricing model with the following assumptions: weighted average risk free interest rate of 5.1% for fiscal 1999 and 6.78% for fiscal 2000, weighted average volatility of 39.4% for fiscal 1999 and 40.4% for fiscal 2000, expected life of eight years and zero dividends. The Company did not grant any options in fiscal 1998.
	The following table summarizes information about stock options outstanding at September 30, 2000 under the Employee Stock Option/Restricted Stock Plans and the Transition Plan:
	The Company has a key employees' stock loan plan which provides for the granting of loans to eligible employees for the purchase of the Company's common stock in the open market. Under the terms of the plan, the loans are forgiven, and the related amounts expensed, on a pro-rata basis over a five-year period of service beginning at the date of grant. The unamortized balance due from eligible employees under the plan is reflected as deferred compensation and shown as a reduction of shareholders' equity and was approximately $30,000 and $0 as of September 25, 1999 and September 30, 2000, respectively. In fiscal 1999 and 2000, the Company recognized approximately $43,000 and $30,000 respectively of compensation expense related to the plan.
	During 1997, the Board of Directors established the Kentucky Electric Steel, Inc. Share Plan for Non-Employee Directors (the "Plan"), which provides for the issuance of stock in lieu of cash for director services. Under the Plan, 25,000 shares were authorized for issuance. In May 1999, the Board of Directors approved the 1999 Share Plan for Non-Employee Directors, which authorized 25,000 of additional shares to be used for Directors' compensation. The Plan provides for issuance of common stock for at least 60% of the fees payable with respect to the applicable meeting for each Non-Employee Director. During fiscal 1999, 17,937 shares were issued at stock prices ranging from $2.91 to $3.41 per share. During fiscal 2000, 18,670 shares were issued at stock prices ranging from $1.97 to $3.72.
(12)	Shareholders' Equity
	Each share of common stock outstanding (and each share of common stock issued prior to the occurrence of certain events) carries with it one Preferred Stock Purchase Right (a Right) to purchase at a price of $40, one-hundredth of a share of Series A Junior Participating Preferred Stock. The Rights are exercisable only if a person or group acquires or announces a tender offer which would result in ownership of 20% or more of the common stock. The Company can redeem the Rights for $.01 per Right at any time prior to the time a person or group acquires 20% or more of the Company's shares.
	Following the acquisition of 20% or more of the Company's common stock by a person or group, the holders of the Rights will be entitled to purchase additional shares of Company common stock at one-half the then current market price, and, in the event of a subsequent merger or other acquisition of the Company, to buy shares of common stock of the acquiring entity at one-half of the market price of those shares. In neither event, however, would the acquiring person or group be entitled to purchase shares at the reduced price.
	In connection with the shareholder rights plan, which was adopted by the Board of Directors on February 27, 1996 and amended and restated as of September 1, 1999, 150,000 shares of the Company's 1,000,000 authorized shares of preferred stock have been designated as Series A Junior Participating Preferred Stock. No shares of the Series A Junior Participating Preferred Stock have been issued.
(13) Commitments and Contingencies
	The Company has various commitments for the purchase of materials, supplies and energy arising in the ordinary course of business.
	The Company is subject to various claims, lawsuits and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, environmental and other matters, which seek remedies or damages. Costs to be incurred in connection with environmental matters are accrued when the prospect of incurring costs for testing or remedial action is deemed probable and such amounts can be estimated. The Company has no recorded reserves for environmental matters as of September 30, 2000. However, new information or developments with respect to known matters or unknown conditions could result in the recording of accruals in the periods in which they become known. The Company believes that any liability that may ultimately be determined with respect to commercial, product liability, environmental or other matters will not have a material effect on its financial condition or results of operations.
(14) Quarterly Financial Data (Unaudited)
	Quarterly results of operations (in thousands, except share and per share amounts) for fiscal 1999 and fiscal 2000 are as follows:
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Kentucky Electric Steel, Inc.:
We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in Kentucky Electric Steel, Inc.'s annual report on Form 10-K, and have issued our report thereon dated October 31, 2000. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in item 14(a)2 is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and regulations and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Cincinnati, Ohio, October 31, 2000
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SCHEDULE II
KENTUCKY ELECTRIC STEEL, INC.
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Thousands)
Reserves Deducted from Assets in Balance Sheets Allowance for Doubtful Accounts (1)
BALANCE, September 27, 1997 ....................... 470 Additions: Charged to costs and expenses ................. (10) Deductions: Net charge-off of accounts deemed uncollectible - --- BALANCE, September 26, 1998 ....................... $ 460 Additions: Charged to costs and expenses ................. (30) Deductions: Net charge-off of accounts deemed uncollectible - --- BALANCE, September 25, 1999 ....................... $ 430 Additions: Charged to costs and expenses ................. 324 Deductions: Net charge-off of accounts deemed uncollectible (69) --- BALANCE, September 30, 2000 ....................... $ 685
(1) Deducted from accounts receivable.
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