SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
February 29, 1996 or
[ ] Transaction report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____________________ to ______________________
Commission file number 0-15838
NEW JERSEY STEEL CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2137967
- ------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
NORTH CROSSMAN ROAD, SAYREVILLE, NEW JERSEY 08872
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (908) 721-6600
--------------
Not Applicable
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes ______ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of February 29, 1996.
$.01 Par Value Common Stock 5,920,500
- --------------------------- ---------------------
(Title of Class) (Number of Shares
Outstanding)
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Operations
Three-Month Periods ended February 29, 1996
and February 28, 1995
(In Thousands, Except Per Share Data)
<TABLE>
1996 1995
------- -------
(Unaudited)
<S> <C> <C>
Net sales $24,583 $26,222
Net sales - affiliates 2,072 3,671
Cost of sales 30,989 27,934
------- --------
Gross profit (loss) (4,334) 1,959
Selling, general and
administrative expenses 2,079 1,679
Operating (loss) income (6,413) 280
Other income (expense):
Interest (expense) (177) (59)
Rental income 55 48
Other income (expense) 4 (95)
------- -------
(Loss) earnings before
provision for income
taxes and equity in
operations of investee (6,531) 174
Provision for income taxes -- 44
------- -------
(Loss)earnings before
equity in operations of
investee (6,531) 130
Equity in operations of investee (90) 242
------- -------
Net (loss) earnings (6,621) 372
======= ========
Net (loss) earnings per
common share ($1.12) $0.06
Weighted average number of
shares outstanding 5,921 5,893
</TABLE>
See accompanying notes to condensed consolidated financial statements.
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Condensed Consolidated Balance Sheets
(Dollars in Thousands, Except Per Share Data)
<TABLE>
Feb 29 Nov 30
Assets 1996 1995
- ------ ------- -------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 28 61
Receivables:
Trade, net 14,336 22,164
Trade - affiliates 3,014 1,538
Other 319 293
-------- --------
Net receivables 17,669 23,995
-------- --------
Inventories 16,719 15,276
Prepaid expenses and
other current assets 396 508
Deferred income taxes 837 837
-------- --------
Total current assets 35,649 40,677
Property, plant and equipment, net 85,517 82,365
Other assets 1,717 5,691
Deferred income taxes 4,063 4,063
Real estate, net 13,320 13,447
-------- --------
$140,266 146,243
======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Current installments of long
term debt 1,500 1,125
Accounts payable - trade 31,885 28,514
Due to parent 902 789
Accrued expenses 1,904 7,219
-------- --------
Total current liabilities 36,191 37,647
-------- --------
Note payable - bank 14,375 11,900
Long term debt, less current
installments 6,000 6,375
Stockholders' equity:
Preferred stock, $.01 par value.
Authorized 5,000,000 shares;
none issued. -- --
Common stock, $.01 par value.
Authorized 15,000,000 shares;
issued and outstanding 5,920,500
shares in 1996 and 1995 59 59
Additional paid-in capital 134,070 134,070
Accumulated deficit (50,429) (43,808)
-------- --------
Total stockholders' equity 83,700 90,321
-------- --------
Commitments and contingencies
-------- --------
$140,266 146,243
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
Three-Month Periods Ended February 29, 1996
and February 28, 1995
(Dollars in Thousands)
<TABLE>
1996 1995
------- -------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net (loss) earnings $(6,621) 372
Adjustments to reconcile net
(loss) earnings to net cash
used in operating activities:
Depreciation 1,971 1,761
Provision for losses on
trade receivables 70 105
Equity in operations of
investee 90 (242)
Changes in assets and
liabilities:
Decrease in net
receivables 6,256 3,227
Increase in inventories (1,443) (6,022)
Decrease in prepaid
expenses and other
current assets 112 157
Decrease (increase)
in other assets 3,884 (108)
Increase (decrease) in accounts
payable - trade 3,371 (1,536)
Decrease in due to parent and
accrued expenses (5,202) (2,147)
------- -------
Net cash generated by (used
in) operating activities 2,488 (4,433)
------- -------
Cash flows from investing activities:
Capital expenditures (4,996) (1,904)
------- -------
Cash flows from financing activities:
Bank borrowings - net 2,475 6,098
------- -------
Net decrease in cash and
cash equivalents (33) (239)
Cash and cash equivalents at beginning
of period 61 337
------- -------
Cash and cash equivalents at end of period $ 28 $ 98
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
New Jersey Steel Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 29, 1996 and November 30, 1995
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
(1) Basis of Presentation
The unaudited condensed consolidated financial statements of New Jersey
Steel Corporation and subsidiary (the Company), in the opinion of management,
include all adjustments (consisting of normal recurring accruals) necessary for
a fair presentation of the results of such periods. The results of operations
for the three-month periods ended February 29, 1996 and February 28, 1995
are not necessarily indicative of the results to be expected for the entire
year. The accompanying interim financial statements should be read in
conjunction with the Company's audited 1995 consolidated financial statements.
The Company's business is seasonal and is normally slower in the winter
months with inventory build-up during this period.
(2) Capital Stock
During the three-month periods ended February 29, 1996 and February 28,
1995 no stock options were granted or exercised.
(3) Inventories
Inventories consist of the following:
<TABLE>
Feb 29 Nov 30
1996 1995
------ ------
(Unaudited)
<S> <C> <C>
Finished goods $ 6,855 5,709
Work-in-process 342 341
Raw materials, spare
parts and supplies 9,522 9,226
------ ------
$16,719 15,276
====== ======
</TABLE>
(4) Per Common Share Amounts
Per common share amounts are based on the weighted average number of
shares of common stock outstanding during each period. The effect of stock
options for the three-month periods ended February 29, 1996 and February 28,
1995 was not material.
(5) Bank Borrowings
In August 1995, the Company amended its revolving credit facility by
agreeing with its bank to decrease the maximum amount available under such
credit facility to $17,500 from $23,000 and to extend the maturity date to
April 30, 1997. All other terms and conditions under the credit facility
remain unchanged. Concurrently with such amendment, the Company also obtained
a five-year term loan in the amount of $7,500 with a maturity date of
December 31, 2000. Principal payments under the term loan are due in
quarterly installments of $375 beginning March 31, 1996. Interest is payable
monthly at an annual rate of 8.65%.
Borrowings under the credit facility and term loan are secured by the
Company's eligible accounts receivable and inventory, as defined. Total
bank interest paid for the three-month period ended February 29, 1996 totaled
$462. Total interest capitalized for the three-month period ended February
29, 1996 totaled $441.
As a result of the loss incurred in the first quarter of 1996, the
Company would have been in violation of certain financial covenants of it bank
credit agreement. However, the bank has waived the non-compliance and the
Company is renegotiating a revised credit agreement with the bank.
Additionally, the Company has obtained a commitment, subject to the
satisfactory renegotiation of the bank credit agreement, from Von Roll Holding
Ltd., its principal shareholder, to provide an additional $15,000 on a
revolving basis for a two-year period. Von Roll advanced $8,000 to the
Company on April 10 which will become part of such $15,000 million commitment.
Under the revised arrangements, the Company's pledge of assets to secure its
bank borrowings will be expanded to include certain real property and to cover
the revolving borrowing from Von Roll. There can be no assurance that any such
borrowing arrangements can be negotiated on terms acceptable to Von Roll, the
bank and the Company. However, the company expects to finalize the borrowing
arrangements in the next several weeks. At the present time, the Company's
operations depend on bank financing, and if its present bank financing were
not available, the Company would be required to seek other sources of financing.
(6) Commitments and Contingencies
In September 1994, the New Jersey Department of Environmental Protection
(the "NJDEP") issued a "Permit to Construct, Install or Alter Control
Apparatus or Equipment," a "Prevention of Significant Deterioration Permit,"
and a "Temporary Certificate to Operate" (all of the foregoing are
hereinafter referred to as the "Temporary Permit") to the Company. The
Temporary Permit authorized the Company to install the Consteel process at
its Sayreville, New Jersey Steel mill and directed that there be a stack
test, the results of which were submitted to the NJDEP on March 8, 1996.
The numbers in the Temporary Permit were estimates based on
representations from the manufacturer of the Consteel system, certain
assumptions concerning how the Consteel process differed from conventional
electric arc furnaces, and a scaling up of the numbers to address the
increase in the size of the furnace. That methodology was flawed. The
plant generates certain emissions -- including carbon monoxide (CO), oxides of
nitrogen (NOx) and volatile organic compounds (VOC) -- which exceed the
levels contained in the Temporary Permit. Based on their modeling, the
Company's consulting engineers have advised that the actual emission levels
do not have an adverse impact on ambient air quality. However, the NJDEP
issued a Notice of Violation in response to the stack test results.
In conjunction with the March 8, 1996 submission of the stack test
results, the Company applied for a modification of its Temporary Permit to
reflect the actual operation of the Consteel process. Until such time as a new
permit is issued, there is a question as to whether the Company is in
violation of the Temporary Permit and, as a consequence, is subject to fines and
penalties, the amounts of which are subject to the discretion of the NJDEP.
The Company is engaged in discussions with the NJDEP regarding how to proceed in
this matter. The Company believes the ultimate outcome of this matter will
not have a material adverse effect on the Company's financial position.
In March 1996, the National Resources Defense Council and the Public
Interest Research Group of New Jersey, Inc., commenced a lawsuit against the
Company in the United States District Court for the District of New Jersey
(Civil Action No. 96-1060 (DRD)). The lawsuit is based on the Company's
Continuous Emissions Monitoring System reports submitted to the NJDEP and
claims that the exceedances since April 1995 constitute violations of the Clean
Air Act which are not being pursued by the NJDEP. The complaint seeks fines
and penalties for the alleged violations and an injunction mandating
operation of the Sayreville Mill in accordance with the Temporary Permit.
The Company intends to vigorously defend itself in this action and filed an
answer with the United States District Court on April 10, 1996.
The Company and Von Roll AG ("Von Roll") are defendants in an action
entitled GARY LUTIN v. NEW JERSEY STEEL CORPORATION, VON ROLL LTD. a/k/a VON
ROLL AG, AND UNKNOWN PARTIES 1-10, currently pending in the United States
District Court for the Southern District of New York (Case No. 93 CIV. 6612).
The action was originally brought against Excel Mining Systems, Inc., Bruce
A. Cassidy and Frederick B. Munson and involved allegations that the
defendants had conspired to destroy the mine roof bolt business of Advanced
Mining Systems, Inc. The original complaint sought damages in excess of
$12,000. In 1992, the Company and Von Roll were added as additional parties.
The action was subsequently removed to federal court and transferred to the
Southern District of New York. A motion to dismiss the Company and Von Roll
has been pending, undecided, for several years. In 1994, in connection with
the settlement of an unrelated action, the original defendants were dropped
as defendants in this action. In June 1995, the plaintiff moved to serve an
amended complaint which restated the claims from the original action as
claims under the federal RICO statute and related state laws. This motion is
currently pending. At the same time, plaintiff filed a new action in the
United States District Court for the Southern District of New York against
the Company, Von Roll and various directors and officers of the Company,
entitled GARY LUTIN v. NEW JERSEY STEEL CORPORATION, VON ROLL LTD. a/k/a VON
ROLL AG, WALTER H. BEEBE, HEINZ FRECH, H. GEORG HAHNLOSER, HARVEY L. KARP,
ROBERT PASQUARELLI, THOMAS W. JACKSON, PAUL ROIK AND UNKNOWN PARTIES 10-19
(Case No. 95 CIV 4965). This action is based on the same facts and seeks
unspecified damages which plaintiff claims to be in excess of $50,000. The
Company has made a motion for an order dismissing the complaint and for
summary judgement in the new action. Although pre-trial discovery has not
commenced, based on the facts known, the Company's legal counsel and
management believes that plaintiff's claims are without merit.
In March 1994, Novo-Plez SA ("Novo") and NASCO Brokers, Inc. ("NASCO")
(Novo and NASCO, collectively "the Claimants"), steel brokers, commenced an
arbitration against the Company in the International Court of Arbitration of
the International Chamber of Commerce (the "Swiss Arbitration"). The
Claimants sought a total of $9,421 in damages for steel purchased
from the Company which the Claimants assert were of inferior quality. Upon
conclusion of the arbitration hearings held in late 1995, the Arbitrator
issued an award dated March 29, 1996 in favor of the Company denying all of
Claimants' claims for losses and damages.
Egyptian Metals Company ("EMC"), the customer of the Claimants in the
Swiss Arbitration, is pursuing a related claim before the "Tribunal de
Commerce" in Paris, France (the "Paris Action"), alleging that a French
broker and the Company are liable to it for the sale of the defective
billets. EMC claimed damages of $2,121 and an additional claim for
payment of FF100,000 under the French Code of Civil Procedure. The Claim
has since been reduced to $1,281. Management believes that the Company is
not liable to EMC for any damages. The Company has not entered an appearance
in the Paris Action as, based upon the advice of legal counsel, management
believes that the French court is without jurisdiction over the Company and
that the litigation will ultimately be dismissed or, if judgement is in fact
entered, that it will be unenforceable against the Company in the United
States.
In February 1995, EMC commenced an action against the Company, Novo and
NASCO in the United States District Court for the District of New Jersey
(Case No. CIV. 95 823 (DRD)) based on the same transactions as the Paris
Action and the Swiss Arbitration seeking damages against the three defendants
individually in the amount of $5,050. Management believes, based on the advice
of legal counsel, the Company will ultimately prevail in its defense of this
action.
In November, 1993, AJ Ross Logistics, Inc. ("AJ Ross") filed a petition
under Chapter 11 of the U.S. Bankruptcy Code. AJ Ross was a significant
customer of the Company and the Company received in excess of $5,600 in
payments on trade receivables from AJ Ross in the year immediately preceding
the filing of the Chapter 11 petition. The AJ Ross case has been converted
to Chapter 7 and the Trustee is seeking $87 from the Company on the grounds
that such portion of the $5,600 in payments constituted a voidable
preference under the U.S. Bankruptcy Code. The Company is contesting the
Trustee's claim and the matter is under negotiation.
From time to time, the Company is involved in litigation relating to
claims arising out of its operations in the normal course of business. Such
claims against the Company are generally covered by insurance. There can be
no assurance that insurance, including product liability insurance, will be
available in the future at reasonable rates.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three-Month Periods ended February 29, 1996 and February 28, 1995
A summary of the period-to-period changes in the "Condensed Consolidated
Statements of Operations" for the three-month periods ended February 29, 1996
and February 28, 1995 is shown below (Dollars in thousands):
<TABLE>
Percent of Net Sales
-------------------------- --------------------
1996 1995 Inc.(Dec) 1996 1995
-------------------------- --------------------
<S> <C> <C> <C> <C> <C>
Net sales $26,655 29,893 (3,238) 100.0 100.0
Gross profit(loss) (4,334) 1,959 (6,293) (16.3) 6.5
Selling,
general and
administrative
expenses 2,079 1,679 400 7.8 5.6
Other (expense) (118) (106) 12 (.4) (.4)
(Loss) earnings
before provision
for income taxes
and equity in
operations of
investee (6,531) 174 (6,705) (24.5) .5
Provision for
income taxes -- 44 (44) -- .1
(Loss) earnings
before equity
in operations of
investee (6,531) 130 (6,661) (24.5) .4
Equity in
operations of
investee (90) 242 (332) (.3) .8
-------------------------- -------------------
Net (loss)
earnings $ (6,621) 372 (6,993) (24.8) 1.2
========================== ===================
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Three Months Ended February 29, 1996 compared to the three months
ended February 28, 1995
Net sales for the first quarter of 1996 decreased 11% to $26,655,000 as
compared to the first quarter of 1995 primarily due to a 14% decrease in
average finished goods selling prices. While total shipments for the 1996
quarter increased because of higher billet shipments, rebar shipments for
the quarter remained flat in comparison to the 1995 quarter. Because of
severe winter weather, the Company's shipping options in its Northeast home
market became more limited in the first quarter of 1996. As a result, an
unusually high percentage of 1996 first quarter rebar shipments went out of
the Company's traditional Northeast home market. Average finished goods
selling prices declined to $272 per ton in the first quarter of 1996 from
$316 per ton in the first quarter of 1995. This decline reflected a much
more competitive pricing environment in 1996 and the effect of a high
percentage mix of out of market rebar shipments in 1996. As compared to
home market shipments, these "out of market" rebar shipments yielded lower
net selling prices because of higher freight costs incurred in shipping.
The combination of lower rebar selling prices and higher operating cost
negatively impacted gross profit margins during the first quarter of 1996 as
compared to 1995. Gross profit for the first quarter ended February 29, 1996
declined $6,293,000 to a $4,334,000 loss from a profit of $1,959,000 in the
first quarter of 1995. Operating costs in the first quarter of 1996 increased
over 1995 levels reflecting lower production levels and the negative impact
of severe winter weather in the Northeast. Material costs in the
first quarter 1996 increased over the first quarter 1995 levels due primarily
to higher alloy prices. Scrap costs remained relatively flat in 1996 as
compared to 1995, rising to $113 per ton in the first quarter 1996 from $112
per ton in 1995. Severe weather conditions in the Northeast hurt both
production levels and energy costs during the first quarter of 1996.
Electricity costs increased. Gas prices increased and gas availability
declined. These factors hurt conversion costs in both the melt shop and
rolling mill during the first quarter of 1996.
Selling, general and administrative expenses for the first quarter 1996
increased $400,000 to $2,079,000 from $1,679,000 for the comparable 1995
period primarily due to severence to a former officer of the Company.
Other income (expense) during the quarter ended February 29, 1996 were
consistent with the quarter ended February 28, 1995.
New Jersey Steel's share of equity in the operations of an
investee contributed a $90,000 loss to the Company for the quarter ended
February 29, 1996 as compared to $242,000 of income for the quarter ended
February 28, 1995.
Liquidity and Capital Resources
As of February 29, 1996, the Company had cash and cash equivalents of
$28,000 and total outstanding indebtedness of $14,375,000 under a bank
revolving credit facility with a current maximum of $17,500,000. The credit
facility is secured by accounts receivable and inventory and expires in April
1997. The Company also has a five-year term loan in the amount of $7,500,000
with a maturity date of December 31, 2000. Principal payments under the
term loan are due in quarterly installments of $375,000 beginning March 31,
1996.
The quarter ended February 29, 1996 reflects reduced working capital
as compared to November 30, 1995. This is primarily the result of a decrease
of $6.3 million in net receivable with only a $1.5 million decrease in
current liabilities.
Net cash generated by operating activities was $2,488,000 for the
quarter ended February 29, 1996 as compared to $4,433,000 of net cash used
during the comparable quarter of 1995. Decreases in receivables of
$6,256,000 and other assets of $3,884,000 were the primary contributors to
this change. Net bank borrowings for the first quarter of 1996 were $2,475,000
as compared to $6,098,000 in the first quarter of 1995. Capital expenditures
increased to $4,996,000 for the first quarter of 1996 as compared to $1,904,000
for the 1995 first quarter, primarily as a result of increased spending due to
the installation of the new continuous casting machine. The Company expects to
incur capital expenditures of $13.2 million in fiscal 1996, primarily for
installation of a new continuous casting machine and for new cost reduction
projects identified during the course of a review of melt shop operations by
technical consultants in the first quarter.
As a result of the loss incurred in the first quarter of 1996, the
Company would have been in violation of certain financial covenants of it bank
credit agreement. However, the bank has waived the non-compliance and the
Company is renegotiating a revised credit agreement with the bank.
Additionally, the Company has obtained a commitment, subject to the
satisfactory renegotiation of the bank credit agreement, from Von Roll Holding
Ltd., its principal shareholder, to provide an additional $15 million on a
revolving basis for a two-year period. Von Roll advanced $8 million to the
Company on April 10 which will become part of such $15 million commitment.
Under the revised arrangements, the Company's pledge of assets to secure its
bank borrowings will be expanded to include certain real property and to cover
the revolving borrowing from Von Roll. There can be no assurance that any such
borrowing arrangements can be negotiated on terms acceptable to Von Roll, the
bank and the Company. However, the Company expects to finalize the borrowing
arrangements in the next several weeks. At the present time, the Company's
operations depend on bank financing, and if its present bank financing were
not available, the Company would be required to seek other sources of financing.
The Company believes cash flows generated by future operations and its credit
facility will be adequate to fund day-to-day operations and contemplated
capital expenditures for the balance of the fiscal year.
PART II. Other Information
Item 1. Legal Proceedings
See "Note (6) - Commitments and Contingencies of the Notes to Condensed
Consolidated Financial Statements" for a description of (i) the new lawsuit
instituted against the Company by the National Resources Defense Council and
the Public Interest Research Group of New Jersey, Inc., and (ii)
the arbitration award rendered in favor of the Company in the arbitration
instituted by Novo-Plez SA and NASCO Brokers, Inc.
From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. Such claims
against the Company are generally covered by insurance. There can be no
assurance that insurance, including product liability insurance, will be
available in the future at reasonable rates.
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
3(a) - Restated Certificate of Incorporation as amended -- Incorporated
by reference to Exhibit 3(a) of the Company's Registration Statement
on Form S-1 (No. 33-13298).
3(b) - By-laws, as amended -- Incorporated by reference to Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the year ended November
30, 1993 (File No. 0-15838).
4(a) - Form of Certificate for shares of Common Stock of the Company --
Incorporated by reference to Exhibit 4(a) of the Company's
Registration Statement on Form S-1 (No. 33-13298).
10(a) - Electricity Supply Contract between Company and Central Jersey
Power & Light Company effective May 1985 -- Incorporated by reference
to Exhibit 10(d) of the Company's Registration Statement on Form S-1
(No. 33-13298).
10(b) - Technical Services and Management Consulting Agreement between the
Company and Von Roll Ltd. dated as of April 1, 1987 -- Incorporated
by reference to Exhibit 10(e) of the Company's Registration Statement
on Form S-1 (No. 33-13298).
10(c) - Incentive Stock Option Plan of Company adopted October 2, 1987 with
amendments -- Incorporated by reference to Exhibit 10(f) of the
Company's Registration Statement on Form S-1 (No. 33-13298).
10(d) - Form of Stock Option Agreement -- Incorporated by reference to
Exhibit 4(b) of the Company's Registration Statement on Form S-8
(No. 33-17435).
10(e) - Indemnity Agreement between the Company and Von Roll Ltd. dated as
of April 1, 1987 -- Incorporated by reference to Exhibit 10(g) of
the Company's Registration Statement on Form S-1 (No. 33-13298).
10(f) - New Jersey Steel Corporation Executive Thrift Savings Plan --
Incorporated by reference to Exhibit 10(i) of the Company's
Registration Statement on Form S-1 (No. 33-13298).
10(g) - New Jersey Steel Corporation Thrift Savings Plan (as amended 1994)
-- Incorporated by reference to Exhibit 10(g) of the Company's Annual
Report on Form 10-K for the year ended November 30, 1994 (File No. 0-
15838).
10(h) - New Jersey Steel Corporation Thrift Trust Savings Agreement (as
amended 1994) -- Incorporated by reference to Exhibit 10(h) of the
Company's Annual Report on Form 10-K for the year ended November
30, 1994 (File No. 0-15838).
10(i) - Registration Agreement between the Company and Von Roll Ltd. dated
as of April 1, 1987 -- Incorporated by reference to Exhibit 10(h) of
the Company's Registration Statement on Form S-1 (No. 33-13298).
10(j) - Employment Agreement dated September 23, 1993 between the Company and
Robert J. Pasquarelli -- Incorporated by reference to Exhibit 10(k)
to the Company Annual Report on Form 10-K for the year ended November
30, 1993 (File No. 0-15838).
10(k) - Revolving Loan and Security Agreement dated March 31, 1993, as
amended by Amendment dated April 1994, as amended by Second Amendment
dated May 31, 1994, as amended by Third Amendment dated December
31, 1994 -- Incorporated by reference to Exhibit 10(j) to the
Company's Quarterly Report on Form 10-Q for the quarter ended May 31,
1995 (File No. 0-15838).
10(l) - Fourth Amendment, dated May 12, 1995, to the Revolving Loan and
Security Agreement dated March 31, 1993, as amended by Amendment
dated April 1994, as amended by Second Amendment dated May 31, 1994,
as amended by Third Amendment dated December 31, 1994 -- Incorporated
by reference to Exhibit 10(k) to the Company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1995 (File No. 0-15838).
10(m) - Fifth Amendment, dated August 29,1995, to the Revolving Loan and
Security Agreement dated March 31, 1993, as amended by Amendment
dated April 1994, as amended by Second Amendment dated May 31, 1994,
as amended by Third Amendment dated December 31, 1994, as amended by
Fourth Amendment dated May 12, 1995 -- Incorporated by reference to
Exhibit 10(k) to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1995 (File No. 0-15838).
27 - Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW JERSEY STEEL CORPORATION
Registrant
Dated: April 15, 1996 /s/ Paul Roik
----------------------------
Paul Roik, Vice President -
Finance and Treasurer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
registrant's consolidated financial statements for the year ended November 30,
1995 and is qualified in it's entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> FEB-29-1996
<CASH> 28
<SECURITIES> 0
<RECEIVABLES> 19886
<ALLOWANCES> 2217
<INVENTORY> 16719
<CURRENT-ASSETS> 35649
<PP&E> 178060
<DEPRECIATION> (92543)
<TOTAL-ASSETS> 140266
<CURRENT-LIABILITIES> 36191
<BONDS> 20375
0
0
<COMMON> 59
<OTHER-SE> 83641
<TOTAL-LIABILITY-AND-EQUITY> 140266
<SALES> 26655
<TOTAL-REVENUES> 26655
<CGS> 30989
<TOTAL-COSTS> 30989
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 70
<INTEREST-EXPENSE> 177
<INCOME-PRETAX> (6621)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6621)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6621)
<EPS-PRIMARY> ($1.12)
<EPS-DILUTED> ($1.12)
</TABLE>
