<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the quarterly period ended October 31, 1995
or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to ___________
Commission file number 1-4288
NORTHWESTERN STEEL AND WIRE COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-1562920
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
121 Wallace Street, Sterling, Illinois 61081
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 815/625-2500
------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Number of shares of common stock outstanding as of December 13, 1995:
Common Stock 24,830,785 shares
(includes 420,144 treasury shares)
Page 1 of 13
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars except share data)
<TABLE>
<CAPTION>
October 31, July 31,
1995 1995
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,451 $ 14,275
Receivables, less allowance of $1,000 54,904 58,878
Deferred income taxes 15,344 15,344
Other assets 5,054 6,971
----------- -------------
80,753 95,468
----------- -------------
Inventories, at lower of cost or market:
Finished products 31,738 34,831
Semi-finished products 40,316 33,839
Raw materials and supplies 27,179 21,907
----------- -------------
99,233 90,577
----------- -------------
Total current assets 179,986 186,045
----------- -------------
PLANT AND EQUIPMENT, at cost 382,085 371,029
Accumulated depreciation 147,285 141,321
----------- -------------
Net plant and equipment 234,800 229,708
----------- -------------
DEFERRED FINANCING COSTS 5,350 5,655
----------- -------------
Total assets $ 420,136 $ 421,408
=========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 56,351 $ 66,441
Accrued expenses 24,436 23,810
Current portion of long term debt 6,668 6,390
----------- -------------
Total current liabilities 87,455 96,641
LONG TERM DEBT 164,836 162,110
DEFERRED EMPLOYEE BENEFIT OBLIGATIONS 75,502 75,042
DEFERRED INCOME TAXES 4,744 4,744
----------- -------------
Total liabilities 332,537 338,537
----------- -------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, par value $.01 per share; outstanding
24,822,842 and 24,809,842 shares, respectively 123,655 123,609
Retained (deficit) earnings (21,039) (25,721)
Minimum pension liability (9,693) (9,693)
Treasury shares, at cost; 420,144 shares of common stock (5,324) (5,324)
----------- -------------
Total shareholders' equity 87,599 82,871
----------- -------------
Total liabilities and shareholders' equity $ 420,136 $ 421,408
=========== =============
</TABLE>
The accompanying notes are an integral part
of the unaudited consolidated financial statements
-2-
<PAGE> 3
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended
October 31,
-----------------------------------
1995 1994
(Unaudited)
(in thousands of dollars except per
share data and tonnage data)
<S> <C> <C>
Net sales $ 160,912 $ 153,546
Cost and operating expenses:
Cost of goods sold (excluding depreciation) 141,188 134,350
Depreciation 5,867 5,621
Selling and administrative 2,646 2,800
--------- ----------
Total cost and operating expenses 149,701 142,771
--------- ----------
Operating profit 11,211 10,775
--------- ----------
Other income and expenses:
Interest expense 4,545 4,757
Interest and other income (22) (68)
--------- ----------
Total other income and expenses 4,523 4,689
--------- ----------
Income before income taxes 6,688 6,086
Provision for income taxes 2,006 1,825
--------- ----------
Net income $ 4,682 $ 4,261
========= ==========
Net income per share $ 0.19 $ 0.17
========= ==========
Net tons shipped 398,488 415,675
========= ==========
</TABLE>
The accompanying notes are an integral part
of the unaudited consolidated financial statements
-3-
<PAGE> 4
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months Ended
October 31,
---------------------------------
1995 1994
----------- -----------
(Unaudited)
(In thousands of dollars)
<S> <C> <C>
Cash Flow From Operations:
Net income $ 4,682 $ 4,261
Depreciation 5,867 5,621
Amortization of deferred financing costs and debt discount 570 506
Amortization of organizational and pre-operating costs - 280
Decrease in receivables 3,974 2,068
Increase in inventories (8,656) (7,553)
Decrease in other current assets 1,917 1,676
Increase in deferred employee benefits 460 412
Decrease in accounts payable and accrued expenses (9,464) (1,596)
Deferred interest due at maturity - 15
----------- -----------
Net cash (used in) provided by operations (650) 5,690
----------- -----------
Cash Flows From Investing Activities:
Capital expenditures (10,959) (6,822)
----------- -----------
Net cash used in investing activities (10,959) (6,822)
----------- -----------
Cash Flows From Financing Activities:
Payment of long term debt and repayment on revolver loans (55,561) (2,628)
Borrowings under long term debt and revolver loans 58,300 -
Exercise of stock options 46 345
----------- -----------
Net cash provided by (used in) financing activities 2,785 (2,283)
----------- -----------
Decrease in cash and cash equivalents (8,824) (3,415)
Cash and Cash Equivalents:
Beginning of period 14,275 12,817
----------- -----------
End of period $ 5,451 $ 9,402
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period For:
Interest $ 1,573 $ 1,525
Income taxes - -
</TABLE>
The accompanying notes are an integral part
of the unaudited consolidated financial statements
-4-
<PAGE> 5
NORTHWESTERN STEEL AND WIRE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) COMPANY STRUCTURE
The consolidated financial statements include accounts of the Company
and its wholly-owned subsidiaries. The Company has three wholly-owned
subsidiaries: (i) Northwestern Steel and Wire Company, a Texas corporation
("NWSW - Texas"), which operates the Company's Houston rolling and finishing
mill; (ii) Northwestern Steel and Wire Company - Kentucky, a Delaware
corporation ("NWSW - Kentucky"), which has been established to operate a
concrete reinforcing mesh facility; and (iii) Northwestern Steel and Wire
Company, a Delaware corporation ("NWSW - Delaware"), which provides
administrative services to the Company and its subsidiaries for which it
receives payment from the Company. All significant intercompany accounts and
transactions have been eliminated. The Company operates in one business
segment, producing steel and steel products.
(2) INTERIM ACCOUNTING POLICIES
The consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations; however, the Company believes
that the disclosures are adequate to make the information included herein not
misleading. The consolidated financial statements included herein should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1995.
In the opinion of management, the unaudited consolidated financial
statements of the Company included herein contain all adjustments, consisting
of normal recurring adjustments, necessary to present fairly the financial
position of the Company as of October 31, 1995, and the results of operations
and cash flows for the three months ended October 31, 1995 and 1994. The
results of operations for such interim periods are not necessarily indicative
of the results for the full year. The balance sheet as of July 31, 1995 has
been derived from the Company's audited historical financial statements.
(3) SHAREHOLDERS' EQUITY
As of October 31, 1995, certain salaried and hourly employees
purchased 153,665 shares of Common Stock pursuant to the exercise of options
granted on August 12, 1992 under the Employee Stock Purchase and Option Plan at
an exercise price of $4.00 per share. Options to purchase 44,898 shares of
Common Stock at an exercise price of $4.00 per share remain outstanding under
the Employee Stock Purchase and Option Plan. Additionally, options granted
under the Management Stock Option Plan aggregate 691,000 shares of Common Stock
at an exercise price of $4.00 per share and 37,500 shares of Common Stock at an
exercise
5
<PAGE> 6
price of $9.88 per share. At October 31, 1995, 647,500 exercisable options
were outstanding under the Management Stock Option Plan.
During fiscal 1994, the Company approved the establishment of the 1994
Long-Term Incentive Plan (the "1994 Plan") and reserved 1,250,000 shares of
Common Stock for issuance under the 1994 Plan. The 1994 Plan provides for the
granting to key employees and other key individuals who perform services for
the Company stock options, stock appreciation rights and restricted stock that
the Board of Directors or a duly appointed committee thereof deems to be
consistent with the purposes of the 1994 Plan. Options under this plan to
purchase 137,000 shares of Common Stock at an exercise price of $9.00 per share
and 125,000 shares of Common Stock at an exercise price of $6.00 per share are
outstanding at October 31, 1995.
During fiscal 1994, the Company also approved the establishment of the
1994 Director Stock Option Plan (the "1994 Director Plan") and reserved 50,000
shares of Common Stock for issuance under the 1994 Director Plan. The 1994
Director Plan provides solely for the award of non-qualified stock options to
Directors who are not employees of the Company or affiliates of Kohlberg & Co.,
L.P. Each eligible director will be awarded 2,500 stock options upon such
director's election or reelection to the Board of Directors. Each such award
will be at fair market value on the date of the grant. Options become
exercisable six months after the date of the grant. Options to purchase an
aggregate of 7,500 shares of Common Stock at an exercise price of $11.25 per
share, and which generally expire five years from the grant date, are
outstanding. The 1994 Director Plan was amended at the 1994 Annual
Shareholders' Meeting whereby future awards would generally expire ten years
from date of grant. Options to purchase an aggregate of 10,000 shares of
common Stock at an exercise price of $7.13 per share, and which generally
expire ten years from the grant date, are also outstanding.
(4) NET INCOME PER SHARE
Per share amounts, as presented on the Consolidated Statements of
Income, are based on the average shares outstanding of 25,215,293 and
25,084,965 for the three months ended October 31, 1995 and 1994, respectively.
The average shares outstanding for each period include the dilutive impact of
shares issued pursuant to the Company's Management Stock Option Plan and the
Employee Stock Purchase and Option Plan, such shares being issued or issuable
and such options granted within one year prior to the initial public offering.
6
<PAGE> 7
(5) DEBT AND CREDIT ARRANGEMENTS
Long-term debt at October 31, 1995, consisted of the following:
<TABLE>
<CAPTION>
Principal Interest
Amount Rate
--------- ------------
(In Thousands)
<S> <C> <C>
Amended and Restated Credit Agreement
Rollover Term Loan $ 40,338 13.1%
Revolver Loan 5,000 10.5%
Deferred Financing Fee 7,913 8.9%
9.5% Senior Notes due 2001,
Net of Discount 114,444 9.5%
Other notes payable 3,809 3.0% & 7.75%
--------
171,504
Less current portion (6,668)
--------
$164,836
========
</TABLE>
Chemical Bank and certain other lenders provided financing (as so
amended, the "Senior Credit Facility") to the Company in the form of four
facilities, two of which remain: (i) a rollover term loan in the amount of $50
million and (ii) a revolving credit loan providing available borrowings up to
$65 million. The revolving credit loan has a final maturity on May 9, 1997,
but may be renewed on an annual basis thereafter with the unanimous approval of
Chemical Bank and any other participating lenders. The interest rates
indicated above are as of October 31, 1995.
The Senior Credit Facility contains various covenants, including
covenants prohibiting or limiting the incurrence of additional indebtedness,
the granting of liens or guarantees, sales of assets, and capital expenditures,
as well as financial covenants requiring maintenance of a specified current
ratio, a consolidated interest expense coverage ratio, a fixed charge coverage
ratio and a leverage ratio.
The rollover term loan is required to be repaid in quarterly
installments beginning October 31, 1995, with final maturity on April 30, 1999.
The Senior Credit Facility provides that the rollover term loan bears interest
at a fixed annual rate of 13.07%, provided that, through July 31, 1994,
interest on the term loan was required to be paid at a floating annual rate
equal to the Alternate Base Rate (as defined in the Senior Credit Facility)
plus 1.5% and, provided further, that the difference between interest accrued
at the fixed annual rate of 13.07% and interest paid as described above was
deferred monthly in arrears and added to the principal of the rollover term
loan. Such deferred interest bears interest which is required to be paid
monthly in arrears at a floating rate equal to the Alternate Base Rate plus
1.5%, and the deferred interest added to principal is required to be paid in
full on the date of the final installment of principal of the rollover term
loan. The Company is also required to prepay the rollover term loan, to the
extent of excess cash flow on an annual basis (as defined in the Senior Credit
Facility).
7
<PAGE> 8
The loans under the Senior Credit Facility are collateralized by a
lien on substantially all of the Company's and its subsidiaries' assets and all
loans are cross-collateralized. The revolving credit loan under the Senior
Credit Facility will be available to the extent that the Company satisfies
certain borrowing base criteria. At October 31, 1995 additional borrowings of
approximately $56.7 million under the revolving credit facility were available
to the Company.
In connection with the Senior Credit Facility, the Company had
previously agreed to pay Chemical Bank a fee of $5 million, which was to be
deferred until the Company's Houston, Texas facility began to earn revenue (as
described) and which would be payable thereafter in accordance with a formula.
As a result of an amendment to the Senior Credit Facility in September 1991,
the terms of the $5 million fee were modified to provide that the entire fee
became due and payable immediately, but that Chemical Bank would defer payment
until the principal amount of all loans under the Senior Credit Facility has
been paid in full. The deferred fee bears interest at the adjusted LIBOR for
the interest period then in effect plus 4% compounded monthly, with the payment
of interest also being deferred until such principal amount has been paid in
full.
Pursuant to the Senior Credit Facility, Chemical Bank receives a
$200,000 annual administration fee and the lenders receive a quarterly
commitment fee of 1/2% per annum based on the average unused amount of the
commitment of the lenders under the Senior Credit Facility.
In consideration for the September 1991 amendment to the Senior Credit
Facility, the Company agreed to pay Chemical Bank approximately $238,000 which
is deferred until the principal amount of all loans under the Senior Credit
Facility has been paid in full.
At October 31, 1995, $114,444,000 (net of unamortized discount of
$556,000) of Senior Notes were outstanding. The Senior Notes earn interest at
the rate of 9.5% per annum, payable semi-annually on June 15 and December 15.
The Company will be required to redeem on June 15, 2001, the aggregate
principal amount of the Senior Notes plus accrued and unpaid interest. The
Senior Notes may not be redeemed prior to June 15, 1997. On or after June 15,
1997, the Company may, at its option, redeem the Senior Notes in whole or in
part at a premium plus accrued and unpaid interest. On or after June 15, 1999,
the Company may redeem in whole or in part the Senior Notes at the aggregate
principal amount plus accrued and unpaid interest.
The Senior Notes are unsecured obligations of the Company. They will
be senior to all subordinated indebtedness of the Company and rank pari passu
with all other existing and future senior indebtedness of the Company. Upon
the occurrence of a change in control (as defined), the holders will have the
option to cause the Company to repurchase all or a portion of the outstanding
Senior Notes at 101% of the principal amount.
The Senior Notes contain certain restrictive covenants that, among
other things, will limit the ability of the Company to incur additional
indebtedness, create liens, issue preferred stock of
8
<PAGE> 9
subsidiaries, pay dividends, repurchase capital stock, make certain other
restricted payments, engage in transactions with affiliates, sell assets,
engage in sale and leaseback transactions and engage in mergers and
consolidation.
(6) INCOME TAX
The Company estimates that annual income taxes will be incurred, thus
the allocation of income tax to interim periods is required. The Company
recorded an income tax provision by estimating the annual effective income tax
rate and applied that rate to pretax income.
The effective income tax rate for the Company varies from the Federal
statutory tax rate due to permanent differences and the utilization of net
operating loss carryforwards.
(7) COMMITMENTS AND CONTINGENCIES
At October 31, 1995, the Company had commitments for capital
expenditures of approximately $21,500,000. The major expenditures committed
include approximately $6,800,000 for new concrete reinforcing mesh production
equipment and $2,900,000 for improvements to the Company's Sterling, Illinois
steelmaking facility. The improvements to the Sterling facility consist of a
second ladle metallurgical station, a state-of-the-art high voltage
transformer, raw material handling equipment and an oxygen injection lance.
There are various claims and legal proceedings arising in the normal
course of business pending against or involving the Company wherein monetary
damages are sought. These claims and proceedings are generally covered by
insurance and it is management's opinion that the Company's liability, if any,
under such claims or proceedings would not materially affect its financial
position or results of operations.
A wrongful death action against the Company was settled during fiscal
1995 and the Company's insurance carriers covered the losses. A separate
wrongful death action was filed against the Company during 1995. The Company
has not provided an accrual for this potential loss as the outcome of the
action filed in 1995 cannot be predicted at this time. The Company believes
that losses arising from the complaint, if any, also will be covered by the
Company's insurance carriers.
The Company is subject to a broad range of federal, state and local
environmental requirements, including those governing discharges to the air and
water, the handling and disposal of solid and/or hazardous wastes and the
remediation of contamination associated with releases of hazardous substances.
Primarily because the melting process at the Company's Sterling
facility produces dust that contains lead and cadmium, the Company is
classified, in the same manner as other similar steel mills in its industry, as
a generator of hazardous waste.
The Company believes that it is currently in substantial compliance
with applicable environmental requirements and does not
9
<PAGE> 10
anticipate the need to make substantial expenditures for environmental control
measures during fiscal 1996. Nevertheless, as is the case with steel producers
in general, if a release of hazardous substances located on the Company's
property or used in general in the conduct of the Company's business occurs,
the Company may be held liable and may be required to pay the cost of remedying
the condition. The amount of any such liability and remedial cost could be
material.
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations included as Item 7 of Part II of the Company's Annual Report on Form
10-K for the year ended July 31, 1995.
RESULTS OF OPERATIONS
Net sales for the Company were $160.9 million on shipments of 398,488
net tons for the three months ended October 31, 1995, compared to $153.5
million on shipments of 415,675 net tons for the three months ended October 31,
1994. While sales for the Company's structural products increased over 18%,
sales for the Company's lower margin semi- finished steel products declined 46%
and rod and wire product sales decreased almost 9%. The Company elected to
reduce availability of semi-finished products for external customers during the
quarter ended October 31, 1995 in support of a planned short term outage for
installation of recently purchased capital equipment.
Steel shipment (tons) decreased 4% in the three-month period ended
October 31, 1995 compared to the same period ended in the prior year due
principally to a 47% decrease in semi-finished steel shipments.
Cost of goods sold, excluding depreciation, as a percentage of net
sales for the three-month period ended October 31, 1995, remained virtually
unchanged at 87.7% compared to 87.5% for the same period in the prior year.
This was achieved despite the escalation in scrap cost of over 6% in the
quarter ended October 31, 1995 compared to the three-month period ended October
31, 1994. While the Company experienced renewed cost pressures in its
principal raw material, steel scrap, cost of goods sold as a percentage of
sales continues to be maintained through improved operating rates, increased
selling prices and changes in product mix.
For the quarter ended October 31, 1995, selling and administrative
expense at $2.6 million decreased slightly compared to $2.8 million for the
three-month period ended October 31, 1994. The change in selling and
administrative expense is primarily due to the decreased expenditures for
professional fees.
Interest expense was $4.5 million for the quarter ended October 31,
1995, compared to $4.8 million for the same quarter in the prior
10
<PAGE> 11
fiscal year. The decrease in interest expense is primarily due to the effect
of capitalizing interest on major capital projects.
The provision for income taxes increased from $1.8 million for the
three months ended October 31, 1994 to $2.0 million for the three months ended
October 31, 1995. The increase in the provision for income taxes is the result
of a 10% increase in income before taxes, from $6.1 million for the three-month
period ended October 31, 1994 to $6.7 million for the same period in the
current year.
For the foregoing reasons, the net income for the three months ended
October 31, 1995 was $4.7 million or $0.19 per share, compared to $4.3 million
or $0.17 per share for the three months ended October 31, 1994.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL. Funds for the Company's operational needs have been provided
from internally generated cash and through utilization of the Senior Credit
Facility. As of October 31, 1995, the Company's consolidated total debt
aggregated approximately $171.5 million (net of unamortized discount on the
Senior Notes), of which approximately $164.8 million was classified as
long-term debt. The consolidated debt-to-equity ratio remained unchanged at
2.0:1 as of October 31, 1995 and July 31, 1995. As of October 31, 1995, the
Company had cash on hand of approximately $5.5 million and approximately $56.7
million available for borrowing under its existing revolving credit facility.
The Company's current ratio improved to 2.1:1 at October 31, 1995 compared to
1.9:1 at July 31, 1995. The Company's increased financial and operating
flexibility has enabled it to better manage inventory levels which, when
combined with the Company's enhanced product line, have enabled it to better
serve its customers' needs.
On a longer term basis, the Company has significant future debt
service obligations. The Company's ability to satisfy these obligations and to
secure adequate capital resources in the future will be dependent on its
ability to generate adequate cash flow. The Company expects that its cash flow
from operations, available borrowings and access to the capital markets will be
sufficient to fund future debt service. This will be dependent on its overall
operating performance and be subject to general business, financial and other
factors affecting the Company and the domestic steel industry, certain of which
are beyond the control of the Company.
At October 31, 1995, the Company had commitments for capital
expenditures of approximately $21,500,000. The major expenditures committed
include approximately $6,800,000 for new concrete reinforcing mesh production
equipment and $2,900,000 for improvements to the Company's Sterling, Illinois
steelmaking facility. The improvements to the Sterling facility consist of a
second ladle metallurgical station, a state-of-the-art high voltage
transformer, raw material handling equipment and an oxygen injection lance.
11
<PAGE> 12
As reported in the Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1995 in "Item 3, Legal Proceedings," the Company is seeking
a declaratory judgment in the Circuit Court of Cook County, Illinois that
certain provisions of the state's recently amended workers' compensation
regulations are unconstitutional. The effect of the amended regulations is to
require the Company to increase the amount of security posted by the Company
from $200,000 to $8.8 million to maintain the Company's right to self-insure
its workers' compensation obligations. Upon the posting of a $400,000 bond,
the Company obtained a temporary restraining order which effectively restrains
the imposition of this increased security requirement and the ability of the
Illinois Industrial Commission (the "Industrial Commission") to terminate the
Company's self-insurer status, pending further order of the Circuit Court of
Cook County. If the Company is unsuccessful in its challenge to the Industrial
Commission's actions or regulations and is unable to post the required bond,
the Company would be required under the Illinois law to obtain insurance for
its workers' compensation claims. Insurance would be much more expensive than
the Company's self-insurance plan or may be unavailable and obtaining a letter
of credit under the Senior Credit Facility would reduce the Company's borrowing
capacity.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 11 - Computation of Income Per Share
(b) Exhibit 27 - Financial Data Schedule
(c) Reports on Form 8-K. No reports on Form 8-K were
filed by the Company during the quarter ended
October 31, 1995.
12
<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORTHWESTERN STEEL AND WIRE COMPANY
By /s/ E. G. Maris
------------------------------------
E. G. Maris, Senior Vice President,
Chief Financial Officer
(Principal Financial Officer)
December 15, 1995
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Prior Filing
or Sequential
Exhibit No. Description Page Number
- ----------- ----------- -------------
<S> <C> <C>
11.0 Exhibit 11 1
27.0 Financial Data Schedule 2
</TABLE>
14
<PAGE> 1
Exhibit 11
NORTHWESTERN STEEL AND WIRE COMPANY
Computation of Income Per Share
<TABLE>
<CAPTION>
Three Months Ended
October 31,
--------------------------------
1995 1994
----------- -----------
<S> <C> <C>
Net income $ 4,682,000 $ 4,261,000
=========== ===========
Weighted average shares outstanding 24,814,222 24,702,567
Net additional shares outstanding assuming
dilutive stock options exercised and proceeds used
to purchase treasury stock at average market price 401,071 382,398
----------- -----------
Shares outstanding for net income
per share calculation 25,215,293 25,084,965
=========== ===========
Net income per share $ 0.19 $ 0.17
=========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> OCT-31-1995
<CASH> 5,451
<SECURITIES> 0
<RECEIVABLES> 55,904
<ALLOWANCES> 1,000
<INVENTORY> 99,233
<CURRENT-ASSETS> 179,986
<PP&E> 382,085
<DEPRECIATION> 147,285
<TOTAL-ASSETS> 420,136
<CURRENT-LIABILITIES> 87,455
<BONDS> 0
<COMMON> 123,655
0
0
<OTHER-SE> (36,056)
<TOTAL-LIABILITY-AND-EQUITY> 87,599
<SALES> 160,912
<TOTAL-REVENUES> 160,912
<CGS> 141,188
<TOTAL-COSTS> 149,701
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,523
<INCOME-PRETAX> 6,688
<INCOME-TAX> 2,006
<INCOME-CONTINUING> 4,682
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,682
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
</TABLE>
