FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended November 30, 1995
-----------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number: 0-15838
NEW JERSEY STEEL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-2137967
-------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
North Crossman Road, Sayreville, New Jersey 08872
- --------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 721-6600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $ .01 par value
------------------------------------------------
(Title of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by nonaffiliates:
$20,020,688 based on the last sales price of such common stock on
February 14, 1996 as reported on the NASDAQ National Market System.
Number of shares of Common Stock, par value $.01 per share,
outstanding at February 14, 1996: 5,920,500.
DOCUMENTS INCORPORATED BY REFERENCE: None
PART I
Item 1. Business
General
New Jersey Steel Corporation (the "Company") is a Delaware
corporation which, in 1978, succeeded to the businesses of New
Jersey Steel and Structural Corporation, founded in 1967, Capitol
Steel Corporation and Fireproof Products Co., Inc. The Company
produces steel and steel products, principally concrete
reinforcing bar, used in the construction industry. The Company
is the largest producer of rebar in the northeastern United
States. The Company owns and operates a mini-mill in Sayreville,
New Jersey (the "Sayreville Mill"), which produces rebar and
related steel products, and a rebar fabrication facility located
in Bowie, Maryland (the "Bowie Fabrication Facility"), which cuts
and bends rebar. In January 1996, the Company announced its
intention to close the fabrication operation located in
Bowie.
The Sayreville Mill consists of an electric arc furnace
employing the "CONSTEEL" continuous scrap feed process, a
continuous caster, a rolling mill, a pollution control system and
related infrastructure and support equipment. In its production
process, the Company's electric arc furnace melts scrap steel and
casts the resulting molten steel into bars approximately 4-1/2
inches square that are cut into approximately 24-foot long bars
called "billets," which are then reheated and rolled into rebar
and, to a substantially lesser extent, other merchant bar
products.
Modernization Program
In 1993, the Company began implementation of a $49 million
modernization program to upgrade equipment, improve operating
efficiency and expand melt shop capacity. In the first half of
1994, the Company rebuilt its melt shop and installed a new
production technology known as the Consteel process. The
Consteel process continuously feeds steel scrap preheated by flue
gases into the furnace through a side opening. The Consteel
process specifications indicated reduced electricity usage in the
melt process and reduced generation of dust.
Other major elements of the program included a ladle furnace,
a pollution control system, upgraded infrastructure, including
water and electrical distribution systems, and a new continuous
casting machine, which is expected to be installed during the
second quarter of 1996. The Company believes that as a result of
the modernization program it will ultimately achieve cost savings
from reduced power and electrode consumption as well as decreased
labor, maintenance and dust disposal costs. In the twenty months
since its installation, the Company has continued to experience
operating problems and an unacceptable level of production
stoppages related to the new equipment. While the Company hopes
to eventually achieve the full anticipated benefit from the
Consteel process, the experience to date has not been up to
expectations.
Rebar is a bar of steel used to increase the strength of
poured concrete. Reinforced concrete is produced when poured
concrete is formed with rebar embedded in it. Rebar is
manufactured with a ribbed surface which allows concrete to
adhere to the rebar, giving reinforced concrete the tensile
strength of the rebar and the compression and shear resistance of
concrete. Reinforced concrete is used in the construction of
highways, bridges, sewage and water treatment plants, buildings,
subways, tunnels, dams and other public works. Rebar is
manufactured by the Company to standard specification and ranges
in diameter from 3/8" to 1-3/8". The Company also produces
merchant bar which currently consists of rounds, squares and hand
rail.
The Company primarily markets rebar in the northeastern
United States, which includes New York, New Jersey, Pennsylvania,
Maryland, Delaware, Washington D.C. and New England. The Company
is the only significant producer of rebar with a manufacturing
facility located in the northeastern United States. The
Company's facilities are strategically located near its important
market areas of Boston, Philadelphia, New York and Washington,
D.C. enabling the Company to benefit from lower transportation
costs in these markets as compared with competitors who must ship
rebar longer distances to serve such markets.
The Company is engaged in only one industry segment, the
ownership and operation of a mini-mill and a fabrication
facility. In January 1996, the Company announced its intention
to shut down its fabrication facility.
Manufacturing Operations
The Sayreville Mill utilizes iron and steel scrap to produce
rebar and a limited range of other steel products. The
Sayreville Mill was built in 1971, and has been expanded and
upgraded continually over the years. The Sayreville Mill
consists of the electric arc furnace, a continuous caster, a
rolling mill, a pollution control system and related
infrastructure and support equipment.
The Company's steel production commences with the melting of
scrap in the electric arc furnace. The molten metal is then
funneled into the continuous caster from which it emerges as
continuous strands of steel approximately 4-1/2 inches square
that are cut into approximately 24 foot long billets. The
billets are then reheated to approximately 2300 degrees F, and fed
through a series of rollers which reduce their size and shape
them into the finished rebar or merchant bar. These products
emerge from the rolling mill, are allowed to cool uniformly on
the cooling bed and are then cut to standard lengths. The
Company on occasion has purchased small amounts of billets from
outside suppliers to fully utilize the capacity of the rolling
mill. However, as a result of the modernization program, the
Company's melt shop capacity will exceed the capacity of the
rolling mill. In late 1995, the Company entered into two
contracts providing for the sale of billets to customers. The
contracts provide for sales of between approximately 4,000 and
20,000 tons per month at prices tied to the Company's scrap
costs. The Company has exercised its right to terminate one of
the contracts, covering up to 10,000 tons per month, which
termination will become effective August 1996. The other
contract runs through March 31, 1997. Because of the nature of
the customers' businesses, the Company anticipates that sales
pursuant to these contracts will be at or below the lower end of
the contracted range.
The Bowie Fabrication Facility cuts, bends and shapes the
rebar and other steel products to meet customer specifications.
From time to time, the Company may purchase rebar for its
fabrication operations from outside sources.
The Company spent approximately $14,634,000 in Fiscal 1995 on
capital expenditures. These expenditures were incurred primarily
in connection with the melt shop modernization program.
Customers and Marketing
The Company's customers are primarily fabricators and steel
service centers. During Fiscal 1995, sales to the Company's top
three customers accounted, respectively, for 17%, 13%, and 12% of
the Company's net sales. Due to the commodity nature of rebar
and the fact that regional demand is closely related to levels of
activity in the construction industry, the Company does not
believe that the loss of any significant customer of the Company
would have a material adverse effect on the Company.
Substantially all of the Company's sales are made through its
own sales force. The Company maintains finished products in
inventory based on historical patterns of usage in order to offer
immediate shipment to customers whenever possible. The Company
transports its products by common carrier, truck, rail and water
transportation. The Sayreville Mill is served by an on site
railroad siding.
The Company's normal operations are subject to a seasonal
period of reduced sales during November through January, when
winter weather impacts the construction market for rebar. To
partially offset such seasonal effects, the Company markets rebar
to Caribbean markets and to the mining industry. During the
winter, the Company generally operates the Sayreville Mill at
full capacity to build inventory, which is sold during the
balance of the year. These increased inventory levels have
historically been funded by cash generated by operations and
available bank borrowings.
The commodity nature of the mill rebar market is generally
not characteristic of a long lead time order cycle. Orders are
generally filled within 45 days and are cancelable. The Company's
management does not believe, based upon prior experience, that
backlog is a significant factor in the Company's business.
Competition and Other Market Factors
Construction Industry. Demand for the Company's principal
product, rebar, is closely related to levels of construction
activity in the Company's market area. The level of construction
activity in the Company's market depends on a variety of economic
and political factors, including the general level of economic
activity, interest rates, the availability of financing,
population trends and government policy. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations".
Competition. The Company experiences substantial competition
in the sale of its products from a number of domestic companies
in its geographic markets, including Birmingham Steel Corporation
(Kankakee, Illinois), Florida Steel Corporation (Charlotte, North
Carolina) and Auburn Steel Corporation (Syracuse, New York).
With the exception of Auburn Steel Corporation, which, although a
rebar producer, primarily produces merchant bar, there are no
rebar manufacturers located in the northeastern United States
other than the Company. The mini-mill steel industry currently
has excess production capacity, which has resulted in competitive
product pricing and pressure on industry profit margins. The
high fixed costs of operating a mini-mill encourages mill
operators to maintain high levels of output even during periods
of reduced demand, which exacerbates the pressures on profit
margins. In this environment, efficient production and cost
controls are important to mini-mill steel producers. Competing
companies in the industry may have more capital and substantially
greater manufacturing, marketing and human resources capabilities
and may constitute significant long-term competition.
Rebar. The Company is a major seller of rebar in the
northeastern United States market. Rebar and merchant bar are
commodity steel products, making price the primary competitive
factor. Additional important competitive factors governing the
sale of rebar are product availability, quality and mill
location. Due to the high cost of freight relative to the value
of the Company's steel products, competition from any one non-regional
producer is limited; and rebar deliveries are generally
concentrated within a 300 mile radius of a mini-mill, while
merchant bar deliveries are generally concentrated within a 500
mile radius. Except in unusual circumstances, the customer's
delivery expense is limited to freight charges from the nearest
competitive mini-mill and any incremental freight charges must be
absorbed by the supplier. The rebar market is highly
competitive.
Foreign Competition. The worldwide steel industry is
characterized by excess mill capacity. A number of foreign
governments subsidize their countries' steel production enabling
that country's steel to be sold at prices lower than the cost of
production. However, domestic transportation and port costs and
the lack of local distribution centers have limited foreign
producers' inroads into the Company's rebar market. Various
Federal and state laws and the "Buy America" programs, prohibit
the use of foreign steel in publicly funded construction. The
Company could be adversely affected if the Buy America programs
were discontinued or substantially cut back. While the Company
believes that foreign competition currently does not have a
material adverse effect upon the Company's operations, there can
be no assurance that this will continue to be so.
Domestic Overcapacity. The domestic steel industry is
characterized by overcapacity. The Company believes, however,
that its geographic location, production costs, and the low
selling price of rebar relative to other steel products insulate
it, to a certain extent, from the competitive effects of this
overcapacity.
Seasonality. The Company's normal operations are subject to
a seasonal period of reduced sales during November through
January, when winter weather impacts the construction market for
rebar. To partially offset such seasonal effects, the Company
markets rebar to Caribbean markets and to the mining industry.
During the winter, the Company generally operates the Sayreville
Mill at full capacity to build inventory, which is sold during
the balance of the year.
Backlog. The commodity nature of the mill rebar market is
generally not characteristic of a long lead time order cycle.
Orders are generally filled within 45 days and are cancelable.
The Company does not believe backlog is a significant factor in
its business.
Raw Materials
The principal raw material used in the Company's mini-mill is
scrap steel derived from, among other sources, junked
automobiles, machines, railroad cars and track materials, and
demolition scrap from bridges and other obsolete structures. The
purchase of scrap steel is highly competitive and its price is
subject to market conditions largely beyond the control of the
Company. Fluctuations in the supply and demand for scrap may
result in increased prices and production costs. Prior to the
Consteel process, the Company had historically maintained up to
40 days of scrap inventory on hand. Concurrent with the
installation of the Consteel process, the Company has reduced its
scrap inventory levels and will maintain up to approximately 20
days of scrap on hand.
The Company purchases scrap through outside brokers,
principally Tube City Iron and Metal Company, through which the
Company purchased approximately 98% of its total scrap purchases
in fiscal 1995. The Company believes that adequate sources of
the scrap and other raw materials it uses are readily available.
The Company uses various other materials in producing its
steel. All of the Company's raw materials are available from a
number of sources.
The Company's manufacturing processes consume large amounts
of electricity provided by Jersey Central Power & Light Company,
a subsidiary of General Public Utilities, under a contract which
allows the Company to purchase its electricity at a reduced cost
in return for the utility's right to periodically interrupt
service. The number and duration of the service interruptions
are contractually limited. The Company believes that the savings
in the cost of electricity more than offsets any production which
might be lost as a result of such interruptions.
Employees
As of November 30, 1995, the Company employed 332 people,
none of whom are parties to collective bargaining agreements with
the Company.
Environmental and Regulatory Matters
The Company's mill is classified, in the same manner as
similar steel mills in the industry, as generating hazardous
waste due to the production of dust that contains lead, cadmium
and chromium. The Company collects the dust resulting from its
melting operation through an emissions control system and disposes of
it through a waste recycling firm.
In September 1994, the New Jersey Department of Environmental
Protection (the "NJDEP") issued a "Permit to Construct, Install
or Alter Control Apparatus or Equipment" and "Temporary
Certificate to Operate Control Apparatus or Equipment" and
"Prevention of Significant Deterioration Permit" (the "Permit")
to the Company. The Permit authorizes the Company to complete
the modernization of the Sayreville Mill, contains a temporary
operating permit and directs that the testing required for
issuance for a five-year certificate to operate be performed by
March 8, 1996. A Continuous Emissions Monitoring System ("CEMS")
has been installed and is in operation at the plant as part of
the melt shop modernization program. The permitted emissions
levels contained in the Permit were based, among other things, on
the Consteel system manufacturer's claims regarding performance
of the system. As a result, the Company believed that, following
the melt shop modernization, the Company's emissions would comply
with the emissions standards contained in the Permit. However,
as a result of the failure to date of the Consteel system to
perform to expectations, the Sayreville Mill is emitting at least
two criteria air pollutants at levels in excess of those
contained in the Permit. The Company believes that it will be
required to apply to the NJDEP for a modification to its permit
to increase the permitted levels of such criteria air pollutants.
Until such time as a new permit is issued, the Company may be in
technical violation of its permitted emissions levels and, as a
consequence, subject to fines and penalties the amounts of which
are subject to the discretion of the NJDEP. The Company believes
the ultimate outcome of this matter will not have a material
adverse effect on the Company's financial position or results of
operations.
Other than the foregoing, management believes the Company is
in compliance in all material respects with applicable
environmental requirements. Management does not anticipate any
substantial increase in its costs for environmental remediation
or that such costs will have adverse effect on the Company's
competitive position, operations or results.
The Company has been notified that the Trial Lawyers for
Public Justice, P.C., on behalf of the Natural Resources Defense
Council and the Public Interest Research Group of New Jersey,
intends to bring an action against the Company alleging that the
air emissions from the Company's electric arc furnace violated
and continue to violate Section 304(a) and (f) of the Clean Air
Act (42 U.S.C. ss 7604 et seq.). This claim, if made, would
relate to the excess emissions of the criteria air pollutants
referred to above.
On June 7, 1994, the United States Environmental Protection
Agency (the "USEPA") issued a Notice of Violation ("NOV") to the
Company (IN THE MATTER OF NEW JERSEY STEEL CORPORATION, Index No.
A-94-131, United States Environmental protection Agency, Region
II) claiming violation of the New Jersey State Implementation
Plan because a "major modification" was commenced without a
required permit from NJDEP. That permit was issued by the NJDEP
on September 7, 1994. Since the Company acted in accordance with
an understanding with the NJDEP, it believes that no violation of
the New Jersey State Implementation Plan occurred. There have
been no further proceedings under the NOV, although there can be
no assurances that USEPA will not assess penalties resulting from
the NOV. The Company believes that the ultimate outcome of this
matter will not have a material adverse effect on the Company's financial
position or results of operations.
Total expenditures incurred by the Company in Fiscal 1995 in
relation to environmental matters was approximately $0.9 million.
Power Contract
On September 22, 1992, the State of New Jersey Board of
Regulatory Commissioners approved a revised tariff for electrical
service provided by the Company's electric utility, Jersey
Central Power & Light, which decreased the rate charged for
service to the Sayreville Mill. A portion of the power savings
became effective September 25, 1992. The balance of the revised
tariff was implemented, retroactive to April 1, 1994, upon the
Company's having met the $25 million minimum capital spending
threshold required by the tariff.
Item 2. Properties
The Company owns approximately 116.5 acres of real estate in
Sayreville, New Jersey, upon which are located its steel mill,
its executive offices, epoxy plant, training, storage and repair
facilities. The Company owns approximately 8.5 acres in Bowie,
Maryland, on which its fabrication facility is located. The
Company also owns 27 acres in Keasbey, New Jersey, which has
buildings and dock facilities. The Sayreville property is
generally fully utilized and is suitable for its use in the
Company's business. In December 1995, the Company's board of
directors approved the closure of the Company's fabrication
operations located in Bowie. The Company intends to sell the
property.
The Company rents out a portion of the Keasbey property and
receives rental income. The rental income declined in 1994 and
1995. This decline was a result of the bankruptcy of the
property's largest tenant, AJ Ross Logistics, Inc., in November
1993, causing an inability on the part of the Company to re-lease
the property during the bankruptcy proceeding. The October 1994
agreement with International Metals Acquisition Corporation
("IMAC") regarding the sale of the Company to IMAC limited the
leasing options of the Company. IMAC, a leveraged buyer,
intended to sell the Keasbey property and did not want the
property encumbered with a long-term lease. That agreement was
terminated in February 1995. Except for the dock facility, the
Keasbey property is not utilized in the Company's business. The
Company is currently seeking tenants and exploring options for
the sale of the property.
The following table lists the Company's real property and
production facilities all of which are owned by the Company:
Square
Facility Utilization Footage
- -------- ----------- -------
Sayreville, NJ Administrative
and Sales Offices 8,000
Steel Mill 235,000
Epoxy Coating Line
and Training Center 30,000
Bowie, MD Fabrication Shop 18,000
Office 3,000
Keasbey, NJ Buildings and Dock
Facilities 94,000
All of the Company's real property is owned free of any
material encumbrances.
Item 3. Legal Proceedings; Other Matters
The Company and Von Roll Holding Ltd. ("Von Roll") are
defendants in an action entitled GARY LUTIN v. NEW JERSEY STEEL
CORPORATION, VON ROLL LTD., a/k/a VON ROLL A.G., 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 $12,000,000. 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, and to add various officers and directors of
the Company as defendants. This motion is currently pending.
Shortly thereafter, 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 A.G., WALTER H. BEEBE,
HEINZ FRECH, H. GEORG HAHNLOSER, HARVEY L. KARP., ROBERT J.
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 $50,000,000.
The Company has made a motion for an order dismissing the complaint
and for summary judgment in the new action. The Company believes,
based on the advice of its legal counsel, 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 seek
$721,000 in damages for steel purchased from the Company which
the Claimants assert was of inferior quality. Claimants have
reserved the right to assert a claim for an additional $8,700,000
in incidental and consequential damages. The Company filed an
answer to the petition on May 2, 1994, in which it stated that
the steel billets fully conformed to the specifications provided
for in the contracts. All arbitration hearings have been
completed and the parties are awaiting the decision of the
arbitrator. While arbitration always involves risk, based on the
advice of legal counsel, management believes that the Company
will prevail in a successful defense against these claims.
Egyptian Metals Company ("EMC"), the customer of the
Claimants in the Swiss Arbitration, and its broker have attempted
to pursue a related claim before the "Tribunal de Commerce" in
Paris, France (the "Paris Action"), alleging that the Company was
liable to it for the sale of the defective billets. EMC claimed
damages of $2,121,000 and an additional claim for payment of
FF100,000 under the French Code of Civil Procedure. 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 judgment
is in fact entered, the Company will have meritorious defenses against
the enforceability of the judgement.
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 $5,050,000. Novo and NASCO were
dismissed as defendants by stipulation in August 1995. The
action is in the early discovery stages. The Company believes,
based on advice of counsel, that the Company will ultimately
prevail in the defense of these claims.
In November 1993, AJ Ross Logistics, Inc. ("AJ Ross") filed a
petition under Chapter 11 of the United States Bankruptcy Code.
AJ Ross was a significant customer of the Company and the Company
received in excess of $5.6 million 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 in bankruptcy is seeking
$87,000 from the Company on the grounds that such portion of the
$5.6 million in payments constituted a voidable preference under
the Bankruptcy Code. The Company is contesting the Trustee's
claim and the matter is under negotiation.
In a letter dated July 7, 1994, the staff of the Securities
and Exchange Commission informed the Company that it is
conducting a private inquiry into whether there have been
violations of the federal securities laws. The staff requested
that the Company provide it with all documents concerning its
investments in AJ Ross and the modernization program. The staff
letter states that its request for documents should not be
construed as an indication by the Commission or its staff that
any violations of law have occurred, nor should it be considered
a reflection upon any person, entity or security. The Company is
cooperating with the staff and, in August 1994, provided the
requested documents. There have been no further developments in
this matter since August of 1994. See "Certain Relationships and
Related Transactions."
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 4. Submission of Matter to a
Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters
The Company's Common Stock is traded on the NASDAQ National
Market System under the symbol NJST. On February 8, 1996, there
were approximately 1,521 holders of record of the Company's
Common Stock. The Company is not currently paying dividends and
has not paid cash dividends since 1991. The Company periodically
reviews reinstating the cash dividend but it has no present
intention to do so. The range of high and low closing sale
prices of the Common Stock for the last two fiscal years by
quarter is presented below:
<TABLE>
FIRST SECOND THIRD FOURTH
HIGH LOW HIGH LOW HIGH LOW HIGH LOW
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FISCAL
1995 14-3/4 12-5/8 12-3/4 11-3/4 12-1/4 9-3/4 10-1/2 9-1/4
FISCAL
1994 19-1/4 14-1/2 19-1/4 16-3/4 17-3/4 15-1/2 17-1/2 15-1/2
</TABLE>
Item 6. Selected Financial Data.
The selected financial data shown below for the five year
period ended November 30, 1995 should be read in conjunction with
the Consolidated Financial Statements and related Notes thereto
which are included elsewhere in this Report.
<TABLE>
Year Ended November 30
1995 1994 1993 1992 1991
(Dollars In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA
Net Sales $137,236 $137,755 $119,462 $111,746 $120,059
Gross profit 7,983 9,022 7,129 7,159 1,191
Earnings (loss)
before
extraordinary
credit and
cumulative
effect of
change in
accounting
for income taxes 705 2,599 (3,702) 697 (3,868)
Net earnings (loss)(1) 705 2,599 1,198 2,064 (3,868)
PER SHARE DATA (2)
Earnings (loss)
before
extraordinary
credit and
cumulative effect
of change in
accounting
for income taxes $.12 $.44 $(.63) $.12 $(.66)
Net earnings (loss) $.12 .44 .20 .35 (.66)
Cash dividends declared - - - - .45
BALANCE SHEET DATA
Working capital $ 3,030 $ 3,656 $ 18,126 $ 34,249 $ 32,430
Total assets 146,243 136,236 113,306 105,515 100,092
Long-term debt (incl-
uding current portion) 19,400 10,536 - - -
Total stockholders'
equity 90,321 89,450 86,623 85,425 83,310
- ------------------
<F1>
(1) The Company adopted the provisions of Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes"
effective December 1, 1992. The cumulative effect of this
change in accounting for income taxes was a credit of $4,900
in fiscal 1993.
<F2>
(2) The weighted average number of shares of common stock and
common stock equivalents where applicable is approximately
5,903,000, 5,883,000, 5,874,000, 5,868,000 and 5,858,000
shares for the years ended November 30, 1995, 1994, 1993,
1992, and 1991, respectively.
[/FN]
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
General
The steel industry is cyclical in nature. The Company's sales
are primarily derived from products sold to the construction
industry, which also has been cyclical and directly affected by,
among other things, the level of consumer confidence and
prevailing economic conditions.
Substantially all of the Company's revenues are comprised of
rebar sales. Rebar is a commodity the price of which is
determined by supply and demand. Supply, i.e., rebar production
capacity, is fairly constant. Demand is determined, in large
part, by levels of activity in the construction industry. The
principal variable in production costs is the cost of scrap steel.
Scrap is also a commodity the price of which is determined by
supply and demand. Scrap supply is fairly constant and demand for
scrap is influenced by the level of activity in the worldwide
steel industry. In conjunction with the modernization program, the
Company also negotiated a reduced long-term electricity tariff
with its electricity supplier and power rates are expected to
remain fairly stable in the foreseeable future.
Scrap steel is the principal raw material used in the
Company's products and accounted for approximately 44% of the
Company's total cost of product sold in fiscal 1995. Scrap
demand, and therefore scrap prices, are affected by cyclical,
seasonal and other market factors. These fluctuations in scrap
prices affect the Company's revenues, costs and earnings.
The Company began the modernization program in 1993 designed
to increase its melt shop capacity and reduce operating costs.
The major elements of the modernization program include upgrading
equipment, the installation of a new production technology known
as the Consteel process and a new continuous casting machine.
Each of the elements of the modernization program have been
completed with the exception of the installation of a new
continuous casting machine, which is scheduled to be installed in
the second quarter of fiscal 1996.
Management believes that the combination of the electric rate
reductions and the installation of the Consteel process will
result in reduced power costs per ton of steel. The
manufacturer's specifications for the Consteel process indicate a
reduction in power consumption (at production levels of 90 tons
per hour, the anticipated normal production level). In addition,
the manufacturer's specifications for the Consteel process
indicate a reduction in electrode usage. The Company also expects
its maintenance costs, dust disposal costs, and other materials
costs to be reduced. Management believes that the aggregate of
these savings, assuming the Consteel process performs up to
expectations, should be approximately $25.00 per ton of steel
produced as compared to 1992 levels. However, the Company has not
yet achieved consistent production levels of 90 tons per hour
using the Consteel process. Production levels for fiscal 1995
averaged approximately 79 tons per hour. Until such time as the
Company is able to realize production levels of around 90 tons per
hour, it will not fully achieve the cost savings anticipated from
the installation of the Consteel process, and may, depending on
the actual production levels achieved, suffer an adverse impact on
profitability.
The Company is not aware of any material remediation
contingencies associated with the real estate or industrial
facilities owned and operated by it. The Sayreville Mill operates
pursuant to permits issued by various regulatory agencies,
including the NJDEP. Should the respective regulatory agencies
impose substantially more restrictive operating conditions on
renewal of the permits, the Company's operations could be
substantially and adversely affected. See "Business -
Environmental and Regulatory Matters".
Results of Operations
The following table sets forth for the periods indicated the
relative percentages selected items in the Consolidated Statements
of Operations bear to net sales:
</TABLE>
<TABLE>
Year Ended November 30,
1995 1994 1993
<S> <C> <C> <C>
Net Sales 100% 100% 100%
Gross Profit 5.8 6.5 6.0
Selling, General &
Administrative Expenses 5.2 5.0 9.8
Other (Expense) Income (0.4) 0.4 0.7
Earnings (Loss) Before Equity
in Operations of Investee and
Cumulative Effect of Change in
Accounting for Income Taxes .2 1.9 (3.1)
Equity in Operations of Investee .3 -- --
Earnings (Loss) Before Cumulative
Effect of Change in Accounting
for Income Taxes .5 1.9 (3.1)
Cumulative Effect of Change in
Accounting for Income Taxes -- -- 4.1
Net Earnings .5 1.9 1.0
</TABLE>
Year ended November 30, 1995 compared
to the year ended November 30, 1994
Net sales for the fiscal year ended November 30, 1995,
remained flat at $137,236,000 as compared to $137,755,000 for the
1994 fiscal year, reflecting a 2% decline in shipment levels and
a small increase in selling prices. Annual shipment levels for
fiscal 1995 were 439,000 tons, as compared to 446,000 tons in
fiscal 1994. While rebar prices remained flat year to year,
overall pricing edged up slightly because of higher epoxy pricing
and a higher mix of merchant bar. Rebar pricing remained strong
during the first half of fiscal 1995, but experienced a deep
decline during the second half of the year. This decline
reflected aggressive price discounting by mills in response to
high inventory levels at both mill and customer locations.
Overall average selling prices rose to $313 per ton in fiscal
1995 from $309 per ton in fiscal 1994.
Gross profit margin decreased to 5.8% in the 1995 fiscal
year from 6.5% in 1994. The decrease in gross profit margins in
1995 resulted from higher average scrap costs, higher other
material costs and higher depreciation charges. Average scrap
costs increased to $113 per ton in fiscal 1995 from $104 per ton
in fiscal 1994. These negative factors were partially offset by
the benefit of slightly higher selling prices in 1995.
Selling, general and administrative expense increased
$168,000 to $7,165,000 in fiscal 1995 from $6,997,000 in 1994.
This increase in 1995 was primarily the result of increased legal
and consulting fees which were offset by decreases in other
various expense categories.
Total other income (expense) for the 1995 fiscal year
decreased $1,152,000 to $578,000 of expense from $574,000 of
income in fiscal 1994. This was primarily the result of an
increase in interest expense of $676,000 and a decrease in rental
income of $380,000.
The Company's equity in operations of investee contributed
$465,000 to earnings for the 1995 fiscal year.
Year ended November 30, 1994 compared
to the year ended November 30, 1993
Net Sales for the fiscal year ended November 30, 1994
increased 15% to $137,755,000 as compared to $119,462,000 for the
fiscal year ended November 30, 1993 primarily as a result of
higher rebar selling prices. Annual shipment levels for fiscal
1994 were 446,000 tons, consistent with fiscal 1993 shipment
levels of 451,000 tons. An increase in shipments to local
domestic rebar markets, along with several rebar price increases
in 1994 enabled the Company to show a strong improvement in its
average selling prices, which increased to $309 per ton in fiscal
1994 from $265 in fiscal 1993.
Gross profit margin increased to 6.5% in the 1994 fiscal year
from 6.0% in 1993. This was primarily a result of a 16.6%
increase in average selling prices partially offset by average
scrap costs increasing 14.3% from $91 per ton in fiscal 1993 to
$104 per ton in fiscal 1994. Additionally, although the Company
showed continued improvement in its melt shop operations during
the third and fourth quarters of 1994, operating performance and
costs in 1994 were negatively impacted while the melt shop
continued to work through problems associated with the
integration of new equipment and the implementation of the new
Consteel melting process. As a result, 1994 operating costs were
higher than 1993.
Selling, general and administrative expense decreased
$4,730,000 in 1994 to $6,997,000 from $11,727,000 in 1993. This
was primarily a result of a $5,159,000 charge to earnings in
fiscal 1993 to reflect the write-off of trade receivables
relating to the bankruptcy of one of its customers, offset by
increased professional fees related to the terminated merger
agreement, increased bank fees related to the Company's
borrowings and increases in various sales department expenses.
Total other income (expense) for the 1994 fiscal year,
decreased $322,000 to $574,000 in fiscal 1994 from $896,000 in
fiscal 1993. This was primarily a result of a decrease in
interest and rental income of $168,000 and $331,000, respectively
from fiscal 1993. This decrease was partially offset by the lack
of any other non-operating income or expenses in fiscal 1994.
Also in fiscal 1993, other income (expense) included a gain on an
insurance settlement and expenses incurred in connection with the
Company's option to purchase property in Pennsylvania which
expired in 1993.
The Company adopted the Financial Accounting Standards
Board's Statement No. 109 effective December 1, 1992. The
cumulative effect of this change in accounting for income taxes
had a favorable impact of $4,900,000 on 1993 earnings and was
reported separately in the consolidated statement of operations
for the year ended November 30, 1993.
Liquidity and Capital Resources
As of November 30, 1995, the Company had cash and cash
equivalents of $61,000 and total outstanding indebtedness of
$11.9 million 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 Company's debt policy
from its initial public offering in 1987 through 1993 was to
minimize borrowings. Consequently, during this period, the
Company carried no debt and additionally, did not require any
equity offerings. The Company's need to borrow began in Fiscal
1994 in order to finance the modernization program. Until it
began conserving cash in 1991 in anticipation of the
modernization program, the Company's liquidity needs were met
from cash flows generated by operations. A portion of the
Company's excess cash flow was distributed to stockholders as
dividends through 1991.
The year ended November 30, 1995 reflects reduced liquidity
as compared to earlier periods. This is primarily a result of
utilizing cash on hand, cash generated by operations, and
borrowings for the funding of capital expenditures
primarily related to the modernization program. Capital
expenditures during Fiscal 1995, 1994 and 1993 were $14,634,000,
$32,891,000 and $17,759,000, respectively. In fiscal 1996, the
Company expects capital expenditures to decline and believes that
cash generated by operations and bank borrowings will be adequate
to meet the anticipated liquidity needs of its business.
Net cash provided by operating activities decreased
$14,600,000 to $5,328,000 in fiscal 1995 as compared to
$19,928,000 in 1994 primarily as a result of lower net earnings,
and the fact that 1994 cash flows reflected a $7,200,000 decrease
in inventories, as compared to November 30, 1993. A planned build
up of billet inventories in 1993 contributed to the large decrease
in inventories in 1994. Also contributing to the decrease
in cash flows provided by operating activities in 1995 is an
increase in net receivables of $1,229,000 at November 30, 1995
as compared to 1994. As a result, working capital in 1995
decreased by $626,000. Borrowings under long-term arrangements
mitigated the working capital decrease.
Net cash used in investing activities decreased $18,257,000
to $14,634,000 in fiscal 1995, as compared to $32,891,000 in
fiscal 1994, reflecting a decrease in capital expenditures.
Capital expenditures in fiscal 1993 were $17,759,000. Capital
expenditures for fiscal 1996 are expected to be approximately
$7,500,000, primarily for the completion of the modernization
project. There were no significant cash flows from investing
activities other than capital expenditures in fiscal 1995, 1994
and 1993.
There were no significant cash flows from financing
activities in fiscal 1993. In fiscal 1994, cash flows from
financing activities increased to $10,764,000 and in fiscal 1995,
cash flows from financing activities decreased $1,734,000 to
$9,030,000 primarily from the Company's bank borrowings to fund
the modernization program.
Recently Issued Accounting Standards
The Company has not adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to Be Disposed Of" (SFAS 121).
SFAS 121 was issued in March 1995 and is effective for fiscal
years beginning after December 15, 1995. The Company believes
that the adoption of this accounting standard will not have a
material effect on the Company's consolidated financial position
or results of operations based on current results of operations,
and management's opinion that the current fair value of its real
estate investment exceeds the net carrying value of such real
estate. The Company has not adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-based
Compensation" (SFAS 123). SFAS 123 was issued in October 1995
and is effective for financial statements for fiscal years that
begin after December 15, 1995. When adopted, certain disclosures
are required for fiscal years that begin after December 15, 1994.
SFAS 123 allows for alternative methods of accounting for stock-based
compensation arrangements with employees. The Company
currently is undecided as to what method of adoption it will
utilize.
Environmental
The Company's mill is classified, in the same manner as
similar steel mills in the industry, as generating hazardous
waste due to the production of dust that contains lead, cadmium
and chromium. See "Business - Environmental and Regulatory
Matters" above.
Future Trends Commentary
While the Company has not yet fully realized all the
anticipated savings from its modernization program, the Company
believes these savings are achievable. Much of the Company's
future profitability improvement will depend on the timing of
achieving such savings and on the spread between scrap prices and
the Company's selling prices. The Company's ability to pass
through scrap cost increases in its selling prices will be an
important element in any improvement in the Company's future
profitability.
Net Operating Loss Carryforwards
At November 30, 1995 the Company had net operating loss
carryforwards for Federal income tax purposes of $33,285,000,
which expire in the years 1997-2009.
Management believes that it is more likely than not that
certain of its NOL carryforwards will be utilized prior to their
expiration. This belief is based upon the factors discussed
in the following paragraph.
In 1994, the Company continued and completed a major portion
of its modernization program which included a new technology for
making steel called the Consteel process. While to date the
Company has not achieved all anticipated efficiencies and savings
with the new process, management is working with the new process
in order to maximize efficiencies and achieve previously
anticipated cost savings. Additionally, because of billet sales
opportunities, the Company expects to increase its sale of
billets which will enable the melt shop to operate at higher
production rates and reduced costs. Also, the Company operates
in a highly cyclical industry and consequently has a history of
generating and subsequently utilizing significant amounts of NOL
carryforwards.
The Tax Reform Act of 1986 contains provisions materially
limiting the use, INTER ALIA, of net operating loss carryforwards
after an "ownership change" (as defined). In general, an
ownership change will occur only if there has been a change in
the stock ownership of a corporation of more than 50 percentage
points during a three-year "testing period", generally the three-year
period preceding the date of the change in stock ownership
in question. Transactions involving stockholders individually
holding less than 5% of the voting stock generally are not taken
into account, however, in determining whether there has been such
a change. Transactions which may result in an ownership change
can arise in any number of ways including sales or other
transfers by existing stockholders, new issuances of shares,
issuance of options, and redemptions. See Item 12 "Security
Ownership of Certain Beneficial Owners and Management."
There can be no assurance that future transactions involving
shares of stock in the Company including, without limitation,
issuances of certain types of preferred stock, will not result in
a more than 50 percentage point ownership change within the
meaning of the Internal Revenue Code which might therefore result
in a material curtailment of the ability of the Company to avail
itself of its net operating loss carryforwards.
Item 8. Financial Statements and Supplementary Data
See Index on Page F-1.
- --------------------------------------------------------------------------------
<PAGE>
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Index to Consolidated Financial Statements and Schedule
Page
Number
------
Independent Auditors' Report F-2
Consolidated Financial Statements:
Consolidated Balance Sheets - November 30, 1995
and 1994 F-3
Consolidated Statements of Operations - Years ended
November 30, 1995, 1994 and 1993 F-4
Consolidated Statements of Stockholders' Equity -
Years ended November 30, 1995, 1994 and 1993 F-5
Consolidated Statements of Cash Flows - Years ended
November 30, 1995, 1994 and 1993 F-6
Notes to Consolidated Financial Statements F-7
Schedule - Years ended November 30, 1995, 1994 and 1993:
II - Valuation and Qualifying Accounts
Schedules other than that listed above are omitted as the
required information is either not applicable or is included in
the consolidated financial statements or notes thereto.
F-1
- --------------------------------------------------------------------------------
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
New Jersey Steel Corporation:
We have audited the consolidated financial statements of New
Jersey Steel Corporation and subsidiary as listed in the
accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the
financial statement schedule as listed in the accompanying index.
These consolidated financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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 consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of New Jersey Steel Corporation and subsidiary
as of November 30, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the
three-year period ended November 30, 1995 in conformity with
generally accepted accounting principles. Also in our opinion,
the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the
information set forth therein.
As discussed in notes 1 and 6 to the consolidated financial
statements, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes," in 1993.
KPMG Peat Marwick LLP
Short Hills, New Jersey
January 11, 1996, except as to the
last paragraph of note 8, which
is as of February 6, 1996
F-2
- --------------------------------------------------------------------------------
<PAGE>
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
November 30, 1995 and 1994
(Dollars in Thousands, Except Per Share Data)
<TABLE>
Assets 1995 1994
- ------ ---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 61 337
Receivables:
Trade, less allowance for doubtful
receivables of $2,147 and $1,846
in 1995 and 1994, respectively 22,164 19,874
Trade - affiliates 1,538 2,858
Other 293 364
------- -------
Net receivables 23,995 23,096
------- -------
Inventories 15,276 14,853
Prepaid expenses and other current assets 508 1,238
Deferred income taxes 837 382
------- -------
Total current assets 40,677 39,906
Property, plant and equipment, net 82,365 73,928
Other assets 5,691 3,931
Deferred income taxes 4,063 4,518
Real estate, net 13,447 13,953
------- -------
$146,243 136,236
======= =======
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Current installments of long-
term debt 1,125 -
Accounts payable - trade 28,514 27,824
Due to parent 789 339
Accrued expenses 7,219 5,015
Customer deposit - 3,072
------- -------
Total current liabilities 37,647 36,250
------- -------
Note payable - bank 11,900 10,536
Long-term debt, less current installments 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 1995 and 5,893,370 shares
in 1994 59 59
Additional paid-in capital 134,070 133,904
Accumulated deficit (43,808) (44,513)
------- -------
Total stockholders' equity 90,321 89,450
Commitments and contingencies ------- -------
$146,243 136,236
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
- --------------------------------------------------------------------------------
<PAGE>
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
Years ended November 30, 1995, 1994 and 1993
(In Thousands, Except Per Share Data)
<TABLE>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net sales $128,319 128,605 106,366
Net sales - affiliates 8,917 9,150 13,096
Cost of sales 129,253 128,733 112,333
------- ------- -------
Gross profit 7,983 9,022 7,129
Selling, general and administrative
expenses, including management
and technical consulting fees to
Von Roll Ltd. of $450 in 1995,
1994 and 1993 7,165 6,997 11,727
------- ------- -------
Operating income (loss) 818 2,025 (4,598)
------- ------- -------
Other (expense) income:
Interest (expense) income (633) 43 211
Rental 151 531 862
Gain on insurance settlement - - 627
Other expense (96) - (804)
------- ------- -------
(578) 574 896
------- ------- -------
Earnings (loss) before
provision for income taxes,
equity in operations of
investee and cumulative
effect of change in
accounting for income taxes 240 2,599 (3,702)
Provision for income taxes - - -
-------- ------- ------
Earnings (loss) before equity
in operations of investee
and cumulative effect of
change in accounting for
income taxes 240 2,599 (3,702)
Equity in operations of investee 465 - -
Earnings (loss) before ------ ------- -------
cumulative effect of
change in accounting for
income taxes 705 2,599 (3,702)
Cumulative effect of change in
accounting for income taxes - - 4,900
------ ------- -------
Net earnings $ 705 2,599 1,198
====== ======= =======
Per common share amounts:
Earnings (loss) before
cumulative effect of change
in accounting for income
taxes $ .12 .44 (.63)
Cumulative effect of change
in accounting for income
taxes - - .83
------ ------- -------
Net earnings per common
share $ .12 .44 .20
====== ======= =======
Weighted average number of common
shares outstanding 5,903 5,883 5,874
====== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
- --------------------------------------------------------------------------------
<PAGE
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
Years ended November 30, 1995, 1994 and 1993
(Dollars in Thousands, Except Per Share Data)
<TABLE>
Capital stock
---------------------------------
Preferred Common
Stock Stock
---------------- ----------------
$.01 $.01 Total
par par Additional Accum- stock-
value value paid-in ulated holders'
shares Amount shares Amount capital deficit equity
------ ------ --------- ------ --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at
November 30,
1992 - $ - 5,873,870 $ 59 133,676 (48,310) 85,425
Net earnings - - - - - 1,198 1,198
----- ----- --------- ----- --------- ------- --------
Balances at
November 30,
1993 - - 5,873,870 59 133,676 (47,112) 86,623
Common stock
options
exercised - - 19,500 - 228 - 228
Net earnings - - - - - 2,599 2,599
----- ----- --------- ----- --------- ------- --------
Balances at
November 30,
1994 - - 5,893,370 59 133,904 (44,513) 89,450
Common stock
options
exercised - - 27,130 - 166 - 166
Net earnings - - - - - 705 705
----- ----- --------- ----- --------- ------- --------
Balances at
November 30,
1995 - $ - 5,920,500 $ 59 134,070 (43,808) 90,321
===== ===== ========= ===== ========= ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
- --------------------------------------------------------------------------------
<PAGE>
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years ended November 30, 1995, 1994 and 1993
(Dollars in Thousands)
<TABLE>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 705 2,599 1,198
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation 6,703 5,556 4,843
Provision for losses on trade
receivables 330 742 5,774
Deferred income taxes - - (4,900)
Income from equity investment (465) - -
Changes in assets and liabilities:
Increase in net receivables (1,229) (4,613) (2,783)
(Increase) decrease in inventories (423) 7,216 (5,896)
Decrease (increase) in prepaid expenses
and other current assets 730 (699) (234)
(Increase) decrease in other assets (1,295) (440) 55
Increase in accounts payable - trade 690 6,349 6,782
(Decrease) increase in due to parent,
accrued expenses and customer deposit (418) 3,218 (189)
-------- ------- -------
Net cash provided by
operating activities 5,328 19,928 4,650
-------- ------- -------
Cash flows from investing activities -
capital expenditures (14,634) (32,891) (17,759)
-------- ------- -------
Cash flows from financing activities:
Net borrowings on note payable - bank 1,364 10,536 -
Proceeds from long-term debt 7,500 - -
Proceeds from exercise of stock options 166 228 -
-------- ------- -------
Net cash provided by
financing activities 9,030 10,764 -
-------- ------- -------
Net decrease in cash and cash
equivalents (276) (2,199) (13,109)
Cash and cash equivalents at beginning of year 337 2,536 15,645
-------- ------- -------
Cash and cash equivalents at end of year $ 61 337 2,536
======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
- --------------------------------------------------------------------------------
<PAGE>
F-7
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
November 30, 1995, 1994 and 1993
(Dollars in Thousands, Except Per Share Data)
(1) Ownership and Summary of Significant Accounting Policies
Ownership and Nature of Operations
New Jersey Steel Corporation and subsidiary (the Company) is
majority owned by Von Roll Ltd., a company based in Switzerland.
The Company has one subsidiary, New Jersey Steel Investment Co.,
and operates in one industry segment, the manufacture and sale of
steel products. The Company is a steel mini-mill which is
designed to convert scrap metal into steel, operating at a high
capacity utilization and employing modern technology to produce
steel reinforcing bars (rebar) which are sold primarily to rebar
fabricators, mine roof bolt manufacturers and steel service
centers. The Company's steel reinforcing bars are used primarily
in the construction industry. Foreign export sales were not
significant during 1995 and 1994. For the year ended November 30,
1993, foreign export sales accounted for 6% of the Company's total
net sales.
Business and Other Risk
The Company grants trade credit to customers, substantially all of
which are located in the Northeastern United States. During the
year ended November 30, 1995, the Company generated sales to three
customers representing 17%, 13% and 12% of net sales. During the
year ended November 30, 1994, the Company generated sales to three
customers representing 21%, 11% and 10% of net sales. During the
year ended November 30, 1993, the Company generated sales to three
customers representing 16%, 15% and 13% of net sales. At November
30, 1995 and 1994, the Company's ten largest customer trade
receivable accounts aggregated approximately 92% and 77%,
respectively, of trade receivables.
The principal raw material used in the Company's mini-mill is
scrap steel. The Company purchases scrap through outside brokers,
principally one broker, through which the Company purchased
approximately 98%, 87%, and 78% of its total scrap purchases in
1995, 1994 and 1993, respectively. The purchase prices for scrap
are dependent upon market conditions as is the ultimate sales
price of the Company's finished rebar. The Company's operating
results will be affected by the changing conditions affecting the
current prices of scrap and rebar. Due to the impact of the
winter weather in the Northeast on the construction market, the
Company typically experiences a seasonal period of lower sales in
winter months when inventory levels are built.
The Company's manufacturing processes consume large amounts of
electricity provided by Jersey Central Power & Light Company under
a contract which allows the Company to purchase its electricity at
a reduced cost in return for the utility's right to periodically
interrupt service. The number and duration of the service
interruptions are contractually limited. The Company believes
that the savings in the cost of electricity more than offsets any
production which might be lost as a result of such interruptions.
The Company's mill is classified, in the same manner as similar
steel mills in the industry, as generating hazardous waste due to
the production of dust. The Company collects the dust resulting
from its melting operation through an emissions control system.
For additional information with respect to environmental matters
see note 10.
Revenue Recognition
The Company recognizes revenue upon product shipment.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary. All significant
intercompany balances and transactions have been eliminated in
consolidation.
Inventories
Inventories are stated at the lower of cost or market value. Cost
is determined using the first-in, first-out method.
Property, Plant and Equipment
Property, plant and equipment is stated at cost.
Depreciation of plant and equipment is calculated using the
straight-line method over the estimated useful lives of the assets
ranging from five to 18 years. Repairs and maintenance are
expensed as incurred.
Real Estate, Net
Real estate, which has been held for investment, consists of
land, bulkhead and buildings, and is stated at net depreciated
cost (accumulated depreciation amounted to $2,607 and $2,101 as of
November 30, 1995 and 1994, respectively), unless, in the opinion
of management, there has been a permanent impairment in value.
Depreciation is calculated using the straight-line method over the
estimated useful lives of the bulkhead and buildings ranging from
18-25 years. Rental income from the property has continued to
decline and the Company is currently seeking tenants and exploring
the possible sale of the property.
Equity Investment
The Company accounts for its ownership interest in an investee
using the equity method.
Supplemental Cash Flow Information
Cash paid for income taxes during the year ended November 30, 1993
amounted to approximately $169 (none in 1995 and 1994). Total
interest paid totaled approximately $2,035 and $1,602 for the
years ended November 30, 1995 and 1994, respectively (none in
1993). Total interest capitalized totaled approximately $1,402
and $1,602 for the years ended November 30, 1995 and 1994,
respectively.
Per Common Share Amounts
Net earnings per common share is computed by dividing net earnings
by the weighted average number of common shares outstanding during
the year. The effect on earnings per common share resulting from
the assumed exercise of outstanding stock options is immaterial in
1995,1994 and 1993.
Income Taxes
Effective December 1, 1992, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (SFAS 109), which utilizes the asset and liability method
of accounting for income taxes. Under the asset and liability
method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary dif-
ferences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.
The Company has reported the cumulative effect of that change in
the method of accounting for income taxes in the 1993 consolidated
statement of operations.
Recently Issued Accounting Standards
The Company has not adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to Be Disposed Of" (SFAS 121).
SFAS 121 was issued in March 1995 and is effective for fiscal
years beginning after December 15, 1995. The Company believes
that the adoption of this accounting standard will not have a
material effect on the Company's consolidated financial position
or results of operations based on current results of operations,
and management's opinion that the current fair value of its real
estate investment exceeds the net carrying value of such real
estate. The Company has not adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-based
Compensation" (SFAS 123). SFAS 123 was issued in October 1995 and
is effective for financial statements for fiscal years beginning
after December 15, 1995. When adopted, certain disclosures are
required for fiscal years that begin after December 15, 1994.
SFAS 123 allows for alternative methods of accounting for stock-based
compensation arrangements with employees. The Company
currently is undecided as to what method of adoption it will
utilize.
Use of Estimates
In conformity with generally accepted accounting principles,
management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities
and the disclosure of contingent assets and liabilities to prepare
these consolidated financial statements. Actual results could
differ from those estimates.
Reclassifications
Certain amounts in the 1994 consolidated financial statements have
been reclassified to conform to the 1995 consolidated financial
statements presentation.
(2) Transactions with Von Roll Ltd.
In accordance with a technical services and management consulting
agreement with Von Roll Ltd., during each of the years 1995, 1994
and 1993, the Company charged $450 to selling, general and
administrative expenses for management and technical consulting
services provided by Von Roll Ltd. The agreement is on a year-to-year basis.
The fee payable under the agreement is renegotiated
annually. The Company has agreed to pay Von Roll Ltd. a fee of
$450 under this agreement for the year ending November 30, 1996.
(3) Inventories
Inventories at November 30, 1995 and 1994 consist of the
following:
<TABLE>
1995 1994
---- ----
<S> <C> <C>
Finished goods $5,709 4,707
Work in process 341 305
Raw materials, spare
parts and supplies 9,226 9,841
------ ------
$15,276 14,853
====== ======
</TABLE>
(4)Property, Plant and Equipment
Property, plant and equipment at November 30, 1995 and 1994
consist of the following:
<TABLE>
1995 1994
---- ----
<S> <C> <C>
Land and land improvements $ 1,944 1,944
Steel mill and related facilities 62,717 62,646
Machinery and equipment 89,698 82,228
Construction in progress 18,706 11,613
------- -------
173,065 158,431
Less accumulated depreciation 90,700 84,503
------- -------
$82,365 73,928
======= =======
</TABLE>
During 1993, the Company revised the estimated remaining
useful lives of certain machinery and equipment from ten to
15 years to more closely reflect expected remaining lives.
The effect of this change in accounting estimate resulted in
an increase in the Company's net earnings in 1993 of $1,486,
or $.25 per common share.
(5) Investments and Transactions with Related Parties
The Company has an investment in Excel Mining Systems, Inc.
(Excel), a mine roof bolt manufacturer and a customer of the
Company. The investment, which cost $750, is represented by
750 shares of non-voting 9% cumulative preferred stock and
25% of Excel's outstanding common stock. The preferred stock
is redeemable on December 31, 1998 or earlier, if a certain
earned surplus level is reached (as defined). The preferred
stock has a redemption price of $1,000 per share plus accrued
but unpaid dividends, plus a final dividend (as defined)
which, in substance, represents a 50% share of Excel's earned
surplus at the redemption date. Upon redemption of the
preferred stock, the Company's common stock investment in
Excel will be entitled to participate in the earnings of
Excel. Through November 30, 1994, the effect of the
investment on the Company's consolidated financial position
and results of operations was immaterial. However, as
described in the following paragraph, during fiscal 1995
Excel acquired another mine roof bolt business and expanded
its operations significantly.
During 1995, the Company agreed to guarantee up to $7,000 of
Excel's revolving credit facility in connection with Excel's
acquisition of a mine roof bolt business. The guarantee
expired on November 30, 1995. In exchange for such
guarantee, the Company received an additional common equity
interest in Excel to bring its aggregate common ownership
interest to 31%. Receivables due from Excel are included in trade -
affiliates in the accompanying consolidated balance sheets and amount
to $1,538 and $2,257 at November 30, 1995 and 1994, respectively.
Receivables from Excel carry trade terms consistent with its other
customers.
Excel's fiscal year ends on December 31, with its accounts
being audited annually. Summary unaudited financial
information for Excel as of and for the year ended November
30, 1995 follows:
<TABLE>
<S> <C>
Current assets $ 12,396
Current liabilities 11,292
------
Working capital 1,104
Property, plant and equipment, net 19,025
Other assets 1,153
Long-term debt (19,472)
Mandatory redeemable
preferred stock (750)
------
Stockholders' equity $ 1,060
======
Sales $ 71,494
======
Net earnings $ 930
======
</TABLE>
The Company acquired a one-third interest in the common stock
of AJ Ross Logistics, Inc. and subsidiaries (AJ Ross) in
fiscal 1988. AJ Ross was a significant customer through
fiscal 1993. AJ Ross undertook a significant restructuring
during 1992 and the Company's investment was written off.
The restructuring included asset sales, management changes,
revised credit arrangements, and a focus solely on being a
rebar fabricator. Despite the aforementioned restructuring
of AJ Ross, changing market conditions and related increases
in the price of rebar in 1993 had an adverse effect on AJ
Ross' operations, and AJ Ross filed a petition for relief
under Chapter 11 of the Bankruptcy Code in November 1993 and
subsequently ceased doing business. As a result, in November
1993, the Company charged approximately $5,159 to selling,
general and administrative expenses to write off trade
receivables due from AJ Ross.
Under the terms of a 1990 agreement, the Company purchased
from AJ Ross land and buildings located in Keasby, New Jersey
which is included in the accompanying consolidated balance
sheets as real estate, net. The agreement also provided
that the Company lease the property back to AJ Ross under a
two-year operating lease which expired in November 1992 at
which point AJ Ross leased the property on a month-to-month
basis. During fiscal 1994, AJ Ross stopped leasing the
property; however, an affiliate of an AJ Ross stockholder
leased a portion of the property on a month-to-month basis.
Rental income from AJ Ross and an affiliate of AJ Ross for
the years ended November 30, 1994 and 1993 was approximately
$480 and $862, respectively.
(6) Income Taxes
The components of the deferred income tax assets and
liabilities arising under Statement 109 at November 30, 1995
and 1994 are as follows:
<TABLE>
1995 1994
------ -----
<S> <C> <C>
Deferred tax assets:
Federal and state net operating
loss carryforwards $11,670 8,593
Other tax credit carryforwards 4,585 4,585
Equity investment 799 764
Deferred compensation 1,186 947
Other deductible temporary differences 1,839 1,187
Valuation allowances (7,468) (7,582)
----- -----
$12,611 8,494
====== =====
Deferred tax liabilities:
Fixed asset basis differences 6,718 2,789
Other taxable temporary differences 993 805
------ -----
$ 7,711 3,594
====== =====
</TABLE>
For tax purposes, the Company has available at November 30,
1995 net operating loss (NOL) carryforwards available to
offset future taxable income for regular Federal income tax
purposes, which expire as follows:
<TABLE>
<S> <C>
1997 $ 627
1998 11,524
1999 4,601
2006 2,392
2008 7,734
2009 6,407
-------
$ 33,285
=======
The Company also has investment tax credit carryforwards
totaling approximately $903, which expire as follows; $47 in
1996; $52 in 1997; $347 in 1998; $217 in 1999; and $240
thereafter. Additionally, in conjunction with the
Alternative Minimum Tax (AMT) rules, the Company has
available AMT credit carryforwards of approximately $1,051,
which may be used indefinitely to reduce regular Federal
income taxes. The Company has also received approval for
$3,986 of recycling credits which are available to offset
certain state income taxes ($2,631, net of Federal benefit).
These credits are subject to certain limitations, with an
unlimited carryforward. A valuation allowance has been
recorded at November 30, 1995 and 1994 for that portion of
deferred tax assets which is not presently considered more
likely than not to be realized. The amount of the deferred
tax asset considered realizable, however, could be reduced in
the near term if estimates of future taxable income during
the net operating loss carryforward periods previously
described are reduced. During fiscal 1995 and 1994, the
valuation allowance decreased by approximately $114 and
$1,446, respectively. During fiscal 1993, the valuation
allowance increased by approximately $1,943.
Management believes that it is more likely than not that
certain of its NOL carryforwards will be utilized prior to
their expiration. This belief is based upon the factors
discussed below:
(i) In 1994, the Company continued and completed a major
portion of its melt shop modernization program which
included a new, more efficient system for making
steel. While to date the Company has not achieved
anticipated efficiencies and results with the new
system, management is in the process of working with
the new system in order to maximize efficiencies and
cost savings.
(ii) As a result of new business opportunities, during
fiscal 1996 the Company expects to increase its sale
of billets which will enable the melt shop to operate at
higher rates and reduced costs.
(iii) The Company operates in a highly cyclical industry and
consequently has a history of generating and subsequently
utilizing significant amounts of NOL carryforwards.
The provision for income taxes for the years ended November 30,
1995, 1994 and 1993 differs from the expected provision (benefit)
for Federal income taxes as follows:
</TABLE>
<TABLE>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Computed expected provision (benefit)
for Federal income taxes $ 82 884 (1,259)
Change in the beginning of the year
balance of the valuation
allowance for deferred tax assets
allocated to the provision for
income taxes (114) (1,446) -
Expenses with no tax benefit 15 222 -
State income taxes before change
in valuation allowance (net of
Federal income tax benefit) 17 117 -
Loss for which no benefit was
recorded - - 1,259
Other - 223 -
----- ----- ------
$ - - -
===== ===== ======
</TABLE>
The Company adopted SFAS 109 effective December 1, 1992. The
cumulative effect of this change in accounting for income taxes is a
$4,900 benefit, which is determined as of December 1, 1992 and is
reported separately in the consolidated statement of operations for
the year ended November 30, 1993.
(7) Stockholders' Equity
Under the terms of the New Jersey Steel Corporation Incentive
Stock Option Plan, certain key employees may be granted options
to purchase up to 503,000 shares of common stock. Options are
issued at prices equal to the fair market value of the
Company's common stock at the date of grant. Options become
exercisable ratably over a five-year period. Options which
expire or are canceled become available for future grants.
Information on common stock options is as follows:
<TABLE>
Incentive
stock options
------------------------
Price
Shares Per Share
------------------------
<S> <C> <C>
Outstanding at November 30, 1992 129,130 $3.00 - 14.00
Granted - -
Exercised - -
-------
Outstanding at November 30, 1993 129,130 3.00 - 14.00
Granted - -
Exercised (19,500) 11.50 - 11.75
-------
Outstanding at November 30, 1994 109,630 3.00 - 14.00
Granted - -
Exercised (27,130) 6.10
--------
Outstanding and exercisable
at November 30, 1995 82,500 3.00 - 14.00
======== =============
</TABLE>
(8) Bank Borrowings
The Company has a credit agreement with a bank (the Credit
Agreement) which provides for a line of credit and a term loan.
The line of credit, as currently amended, provides for $17,500
of available credit of which $11,900 is outstanding at November
30, 1995 (subject to limits on collateral availability),
bearing interest at the bank's prime rate (8.75% at November
30, 1995). Advances under the amended line of credit are
secured by the Company's eligible accounts receivable and
inventory (as defined). The amended line of credit matures on
April 30, 1997.
In August 1995, concurrent with the most recent amendment of
its line of credit, the Company 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 quar-
terly installments of $375 beginning March 31, 1996. Interest
is payable monthly at an annual rate of 8.65%. Borrowings
under the term loan are secured by the Company's eligible
accounts receivable and inventory, as defined.
The aggregate maturities of the Company's outstanding
borrowings under the Credit Agreement for each of the five
years subsequent to November 30, 1995 are as follows: 1996:
$1,125; 1997: $13,400; and 1998-2000:$1,500 per year.
The bank requires the Company to meet certain financial
covenants such as minimum working capital, current ratio,
maximum total liabilities to tangible net worth, certain
profitability (as defined) and net worth requirements. At
November 30, 1995 the Company was not in compliance with its
maximum total liabilities to tangible net worth provision. On
February 6, 1996 the Company obtained from the bank a waiver of
noncompliance at November 30, 1995.
(9) Benefit Plans
The Company has a 401(k) plan which allows employees, upon
meeting eligibility requirements, to make contributions to the
plan, and under various conditions allows the Company to
contribute to the plan at percentages specified in the plan
agreement. Company contributions to the plan amounted to $178,
$175 and $139 in 1995, 1994 and 1993, respectively.
The Company has a voluntary, nonqualified plan of deferred
compensation covering a select group of key employees. Under
the terms of the plan, key employees are eligible to defer
specific percentages of their compensation until their
retirement or other termination of employment. The Company
supplements these amounts at percentages specified under the
plan. Company contributions to the plan amounted to $528, $261
and $189 in 1995, 1994 and 1993, respectively.
On December 12, 1995, the Company's board of directors approved
the termination of this plan effective as of the close of
business on December 31, 1995, and determined that thereafter
no further contributions will be made. The assets of the plan
were distributed to the participants in January 1996.
During the years ended November 30, 1995, 1994 and 1993, the
Company charged $97, $189 and $146, respectively, to operations
for amounts paid under a profit-sharing plan for hourly and
salaried employees authorized by the board of directors.
(10) Commitments and Contingencies
The Company and Von Roll Ltd. are defendants in an action
entitled Gary Lutin v. New Jersey Steel Corporation, Von Roll
Ltd. a/k/a Von Roll A.G., and unknown parties, which is
currently pending in the United States District court for the
Southern District of New York. The action was originally
brought against several individuals and Excel Mining Systems,
Inc., 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, an amended complaint added the
Company and Von Roll Ltd. as additional parties. The amended
complaint alleges causes of action for tortious conspiracy,
tortious interference with contract and prospective business
relations and fraud and unfair competition.
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 and to add various officers and
directors of the Company as defendants. This motion is
currently pending. Additionally, the plaintiff filed a new
action in the United States District Court for the Southern
District of New York against the Company, Von Roll Ltd. and
various directors and officers of the Company. This action is
based on the same facts and seeks unspecified damages which the
plaintiff claims to be in excess of $50,000. The Company has
made a motion for an order dismissing the complaint and for
summary judgment in the new action. Although pre-trial
discovery has not commenced, based on the facts known, the
Company's legal counsel and management believe the plaintiff's
claims in the actions are without merit.
In September 1994, the New Jersey Department of Environmental
Protection (NJDEP) issued a "Permit to Construct, Install or
Alter Control Apparatus or Equipment" and "Temporary
Certificate to Operate Control Apparatus or Equipment" and
"Prevention of Significant Deterioration Permit" (the NJDEP
Permit). The NJDEP Permit authorizes the Company to complete
the currently ongoing melt shop modernization program, contains
a temporary operating permit and directs that the testing
required for issuance of a five-year certificate to operate be
performed by March 8, 1996. A Continuous Emissions Monitoring
System (CEMS) has been installed and is in operation at the
mill as part of the modernization program. The permitted
emissions level contained in the NJDEP Permit were based, among
other things, on the manufacturer's claims regarding
performance of the new steel making system installed as part of
the modernization program. As a result, the Company believed
that, following the modernization program, the Company's
emissions would comply with the emissions standards contained
in the NJDEP Permit. However, as a result of the failure to
date of the system to perform to expectations, management
believes that the mill is emitting at least two criteria air
pollutants at levels in excess of those contained in the NJDEP
Permit. The Company believes that it will be required to apply
to the NJDEP for a modification to its permit to increase the
permitted levels of such criteria air pollutants. Until such
time as a new permit is issued, the Company may be in technical
violation of its permitted emissions levels and, as a
consequence, subject to fines and penalties the amounts of
which are subject to the discretion of the NJDEP. The Company
believes that the ultimate outcome of this matter will not have
a material adverse effect on the Company's financial position
or results of operations.
By letter dated December 21, 1995, the Company was notified
that the Trial Lawyers for Public Justice, P.C., on behalf of
the Natural Resources Defense Council and the Public Interest
Research Group of New Jersey, intends to bring an action
against the Company alleging that the air emissions from one of
the stacks of the Company's electric arc furnace violated and
continue to violate certain sections of the Clean Air Act.
This claim, if made, would relate to the excess emissions
described in the preceding paragraph.
On June 7, 1994, the United States Environmental Protection
Agency (USEPA) issued a Notice of Violation (NOV) to the
Company stating that the Company had violated the New Jersey
State Implementation Plan (NJSIP) because a "major
modification" was commenced without a Prevention of Significant
Deterioration Permit from the NJDEP. As described above, that
permit was issued by the NJDEP in September 1994. Since the
Company acted in accordance with an understanding with the
NJDEP, it believes that no violation of the NJSIP occurred.
There have been no further proceedings under the NOV, however,
there can be no assurances that USEPA will not assess penalties
resulting from the NOV. The Company believes that the ultimate
outcome of this matter will not have a material effect on the
Company's financial position or results of operations.
In March 1994, Novo-Plez SA and NASCO Brokers, Inc. (the
Claimants), steel brokers, filed a Petition and Request for
Arbitration in the International Court of Arbitration of the
International Chamber of Commerce (the Swiss Arbitration). The
Claimants seek approximately $721 in damages for steel
purchased from the Company which is asserted to be of inferior
quality plus interest at 9.5% and have reserved the right to
assert a claim for an additional $8,700 in incidental and
consequential damages. The Company filed an answer to the
petition on May 2, 1994, in which it stated that the steel
billets fully conformed to the specifications provided for in
the contracts. All arbitration hearings have been completed
and the parties are awaiting the decision of the arbitrator.
While arbitration always involves risk at the hands of the
decision maker, based on the advice of legal counsel,
management believes that the Company presented a meritorious
defense to the claims at the hearing, and that the Company will
prevail in the defense of these claims.
Egyptian Metals Company (EMC), the customer of the Claimants in
the Swiss Arbitration, and its broker have attempted to pursue
a related claim before the "Tribunal de Commerce" in Paris,
France (the Paris Action), alleging that the Company was liable
to it for the sale of the defective billets. EMC claimed
damages of approximately $2,121 and an additional claim for
payment of one hundred thousand French francs under the French
Code of Civil Procedure. The Company has not entered an
appearance in the Paris Action as, based on 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 judgment is in fact entered, the
Company will have meritorious defenses against the
enforceability of the judgment.
In February 1995, EMC filed a complaint against the Company,
Novo-Plez SA and NASCO Brokers, Inc. in the United States
District Court for the District of New Jersey 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. Novo-Plez SA and NASCO Brokers, Inc.
subsequently were dismissed as defendants by stipulation.
Management believes, based on the advice of legal counsel,
that the Company will ultimately prevail in its defense of
these claims.
As further described in note 5, in November 1993, AJ Ross filed
a petition for relief under Chapter 11 of the U.S. Bankruptcy
Code. As AJ Ross was a significant customer, the Company
received in excess of $5,600 in payments on trade receivables
from AJ Ross in the year immediately preceding the filing date.
The AJ Ross case was converted to Chapter 7 and the trustee in
bankruptcy 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 claims and the matter is under
negotiation.
By letter dated July 7, 1994, the staff of the Securities and
Exchange Commission (SEC) informed the Company that it is
conducting a private inquiry into whether there have been
violations of the Federal securities laws. The staff requested
that the Company provide it with all documents concerning its
investments in AJ Ross and the modernization program. The
staff letter states that its request for documents should not
be construed as an indication by the SEC or its staff that any
violations of law have occurred, nor should it be considered a
reflection upon any person, entity or security. The Company is
cooperating with the staff and in August 1994, provided the
requested documents. There have been no further developments
in this matter since August 1994.
In October 1994, the Company entered into an Agreement and Plan
of Merger (the Merger Agreement) with International Metals
Acquisition Corporation (IMAC). On February 1, 1995, the
Merger Agreement and related Stock Purchase Agreement were
terminated. On March 15, 1995. IMAC, the Company and Von Roll
Ltd. entered into a Termination Settlement Agreement which
involved no payment by any of the parties and the parties
exchanged full releases.
On September 22, 1994, the Company received a summons and
complaint in an action purported to be a class action on behalf
of minority stockholders of the Company and sought unspecified
damages and injunctive relief in connection with the proposed
merger between the Company and IMAC. With the termination of
the Merger Agreement between the Company and IMAC, the
plaintiff and the Company entered into a Stipulation and Order
of Voluntary Dismissal, filed on March 9, 1995, dismissing the
action.
The Company is also 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. In the opinion of management, any uninsured or
unindemnified liability resulting from existing litigation
would not have a material adverse effect on the Company's
business or consolidated financial position. The Company is
not aware of any probable liabilities or related recoveries
which would have a material adverse effect on the Company's
consolidated financial position. There can be no assurance
that insurance, including product liability insurance, will be
available in the future at reasonable rates.
The Company is a party to several month-to-month operating
leases, primarily for equipment. Total rent expense in 1995,
1994 and 1993 was approximately $841, $574 and $476,
respectively.
(11) Other Income (Expense)
During fiscal 1995, other expense consists principally of costs
related to the IMAC Merger Agreement which were written off in
1995, offset by the gain resulting from the sale of certain
equipment. During fiscal 1993, the Company settled a claim
with its insurance company related to roof damage in its melt
shop resulting in a gain of $627. Other expense during fiscal
1993 is primarily a result of expenses incurred in connection
with the Company's option to purchase property in Pennsylvania,
which expired in May 1993.
(12) Subsequent Event (Unaudited)
In December 1995 the board of directors approved the closure of
the Company's fabrication operations in Bowie, Maryland.
Management believes that this matter will not have a material adverse
effect on the Company's consolidated financial position or results
of operations.
(13) Quarterly Financial Information (Unaudited)
The following tables set forth selected quarterly financial
information:
<TABLE>
1995
-------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 29,893 37,172 34,414 35,757
Gross profit 1,959 3,395 1,937 692
Net earnings (loss) 372 1,454 (49) (1,072)
------- -------- --------- -------
Per common share amounts
- net earnings (loss) $ .06 .25 (.01) (.18)
======= ======== ========= =======
1994
-------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------------------------------------
Net sales $ 22,349 35,841 40,067 39,498
Gross profit 562 129 3,187 5,144
Net (loss) earnings (903) (1,355) 1,578 3,279
-------- -------- ------- --------
Per common share amounts
- net (loss) earnings $ (.15) (.23) .27 .55
======== ======== ======= ========
</TABLE>
Schedule II
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Valuation and Qualifying Accounts
Years ended November 30, 1995, 1994 and 1993
(Dollars in Thousands)
<TABLE>
Write
Balance Charged offs,
at be- to costs net of Balance
ginning and ex- recov- at end
Description of year penses eries of year
- ----------- ------- -------- ------ -------
<S> <C> <C> <C> <C>
Allowance for doubtful
accounts:
Year ended November 30, 1995 $ 1,846 330 (29) 2,147
Year ended November 30, 1994 1,828 742 (724) 1,846
Year ended November 30, 1993 1,836 5,774 (5,782) 1,828
======= ======== ====== =======
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosures
Not Applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth information regarding the
directors of the Company.
Year
First Elected Principal
Name of Directors Age as a Director Occupation
- ----------------- --- ------------- ----------
Walter H. Beebe 55 1978 Partner in law firm
of Jacobs Persinger
& Parker since
prior to 1991.
H. Georg Hahnloser 52 1978 Chief Operating
Officer of Von Roll
Holding Ltd. since
February 1995;
prior thereto
Executive Vice
President and Chief
Financial Officer
of Von Roll since
prior to 1991.
Robert LeBuhn 63 1995 Private investor
since 1995; prior
thereto Chairman of
Investor International
(U.S.), Inc. since
1993; prior thereto
President of
Investor
International
(U.S.), Inc. since
prior to 1991.
Robert J.
Pasquarelli 49 1982 President and Chief
Executive Officer
of the Company
since prior to
1991.
Hans G. Trosch 54 1995 Executive Vice
President of Von
Roll Holding Ltd.
and Von Roll Isola
Group Chief
Executive Officer
since 1994; prior
thereto President
of Swiss Insulating
Works Ltd., a
subsidiary of Von
Roll Holding Ltd.
since 1993; prior
thereto Manager,
Electrical Systems
Division,
Switzerland, of Von
Roll Isola since
prior to 1991.
Each of the directors has served continuously since the year
in which he was first elected. Each director holds office until
the next annual meeting of stockholders and until his successor
is elected and qualified.
Except for Mr. LeBuhn, none of the directors is a director
of any company (other than the Company) which is subject to the
reporting requirements of the Securities Exchange Act of 1934 or
which is a registered investment company under the Investment
Company Act of 1940. Mr. LeBuhn is a director of USAIR Group,
Inc., Cambrex Corporation, Acceptance Insurance Cos., Inc.,
Enzon, Inc. and Lomas Financial Corp. Lomas Financial Corp., a
company engaged in the mortgage servicing business, filed a
petition in October 1995 for protection from creditors under
Chapter 11 of the Federal Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.
Set forth below is certain information concerning persons
who are executive officers of the Company
Name Office Held Age
Robert J. Pasquarelli* Director, President and Chief 49
Executive Officer of the
Company since prior to 1991.
Paul Roik Vice President-Finance and 44
Treasurer of the Company
since prior to 1991.
John R. Sullivan Vice President-Industrial 50
Relations of the Company
since prior to 1991.
Joseph Lahita Vice President-Operations of the 50
Company since prior to 1991.
Gary Giovannetti Vice President-Sales and 45
Marketing of the Company
since June 1991; prior thereto
employee of the Company
since February 1991 to June 1991;
prior thereto Vice President-Sales
and Marketing Northern Precision
Casting Company since prior to 1991.
- --------------------
* Mr. Pasquarelli resigned as President, Chief Executive
Officer and a director of the Company effective January 17,
1996.
Each executive officer is appointed by the Board of Directors
and holds office until the first meeting of directors following
the annual meeting of stockholders and until his successor is
duly chosen and qualified.
During Fiscal 1995, two officers of the Company failed to
file timely reports on transactions in the Company's stock as
follows: Paul Roik, Vice President, Finance, five reports
regarding nine transactions; and John Sullivan, Vice President,
Human Resources, six reports regarding eleven transactions. All
such transactions were subsequently reported on an untimely filed
Form 5.
Item 11. Executive Compensation
The Summary Compensation Table below sets forth individual
compensation information for each of the Company's last three
fiscal years on the Chief Executive Officer ("CEO") and the four
other most highly paid executive officers who were serving as
such at the end of the Company's fiscal year ended November 30,
1995 and whose total annual salary and bonus for such fiscal year
exceeded $100,000.
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards
Name and Annual Compensation
Principal -------------------- Stock All Other
Position Year Salary Bonus Options Compensation(1)
(in Shares)
<S> <C> <C> <C> <C> <C>
Robert J. Pasquarelli(2) 1995 $245,000 $ - - $61,915
CEO, President 1994 235,000 - - 62,598
1993 225,000 25,000 - 61,236
Paul Roik 1995 141,500 - - 31,403
Vice President- 1994 136,000 - - 28,109
Finance and Treasurer 1993 131,000 - - 28,820
Gary Giovannetti 1995 132,100 - - 36,278
Vice President- 1994 127,000 - - 26,849
Sales and Marketing 1993 122,000 - - 24,760
Joseph Lahita 1995 121,800 - - 27,007
Vice President- 1994 116,000 - - 25,309
Operations 1993 111,000 - - 23,220
John R. Sullivan 1995 115,500 - - 6,030
Vice President- 1994 112,000 - - 3,845
Industrial Relations 1993 108,000 - - 12,026
- ------------------------
<F1)
(1) Includes amounts allocated under the Company's Executive
Thrift Savings Plan and the Company's Profit Sharing Plan.
For 1995, the amounts allocated under the Company's Executive
Thrift Savings Plan and the Company's Profit Sharing Plan
were, respectively, as follows: Robert J. Pasquarelli -
$37,611, $12,116; Paul Roik - $20,959, $4,264; Gary
Giovannetti - $19,643, $4,264; Joseph Lahita - $18,201,
$4,264; and John R. Sullivan - $-0-, $2,665. The Executive
Thrift Savings Plans was terminated on December 31, 1995 and
the accounts were distributed to the participants.
<F2>
(2) Mr. Pasquarelli resigned as President and Chief Executive
Officer effective January 17, 1996. In connection therewith,
the Company entered into an agreement with Mr. Pasquarelli
covering severance payments to Mr. Pasquarelli through
December 31, 1996.
[/FN]
The above table does not include any amounts for personal
benefits because, in any individual case, such amounts do not
exceed the lesser of $50,000 or 10% of such individual's cash
compensation.
Robert J. Pasquarelli resigned as President Chief Executive
Officer and a director of the Company effective January 17, 1996.
In connection therewith, the Company entered into an agreement
with Mr. Pasquarelli covering severance payments (the "Severance
Agreement"). Notwithstanding the terms of Mr. Pasquarelli's
employment agreement with the Company, the Severance Agreement
provides that Mr. Pasquarelli will continue to receive his annual
salary through December 31, 1996 rather than September 22, 1996
as provided for in the employment agreement. Mr. Pasquarelli
will also receive an incentive bonus provided for in the
employment agreement for the fiscal year ending November 31, 1996
prorated through September 22, 1996.
Compensation of Directors
Mr. LeBuhn receives an annual director's fee of $30,000. In
addition, Mr. LeBuhn is paid $1,000 per meeting attended plus
reasonable travel expenses. Messrs. Hahnloser and Trosch are
employees of Von Roll and receive no director's fees as such for
serving as directors of the Company. Mr. Pasquarelli, who was an
employee of the Company, received no director's fee. Mr. Beebe,
a member of Jacobs Persinger & Parker, general counsel to the
Company, receives no director's fee as such for serving as a
director of the Company.
Option Tables.
The following table sets forth option exercise activity in
the last fiscal year and the fiscal year-end option values with
respect to the CEO and each of the executive officers named in
the Summary Compensation Table. There were no grants of stock
options made during Fiscal 1995.
</TABLE>
<TABLE>
Aggregate Option Exercises in the Fiscal
Year Ended November 30, 1995 and the
November 30, 1995 Option Values
Values of
Number of Unexercised
Unexercised In-the-money
Options at Options at
11/30/95 11/30/95
Shares
Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
- ---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Robert J.
Pasquarelli 27,130 $126,154 --/-- --/--
Gary Giovannetti -- -- 15,000/-- $3,750/--
Paul Roik -- -- --/-- --/--
John R. Sullivan -- -- --/-- --/--
Joseph Lahita -- -- 25,000/-- --/--
</TABLE>
Item 12. Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth certain information regarding
the beneficial ownership as of February 10, 1996 of Common Stock
of the Company by the only persons who, to the knowledge of the
Board of Directors, own more than five percent of the outstanding
shares:
Name and Address Amount Owned Percentage
of Beneficial Owner Beneficially of Class
Von Roll Holding Ltd. 3,561,500 60.2%
CH-4563, Gerlafingen
Switzerland
William D. Witter, Inc. 427,766* 7.2%
153 East 53rd Street
New York, New York
* as of December 31, 1995
Von Roll has sole voting and investment power over the
shares it owns.
As of February 10, 1996, Mr. Pasquarelli owned beneficially
250 shares of Common Stock of the Company. As of February 10,
1996, all directors and officers, including Mr. Pasquarelli, as
a group, owned beneficially a total of 43,750 shares (.7%) of
the Common Stock of the Company. The beneficial owners have
sole voting and investing power over the shares owned. No other
directors owned any shares of the Company. Mr. Hahnloser owns
shares of common stock of Von Roll representing less than .5% of
the Von Roll common stock outstanding.
Item 13. Certain Relationships and Related Transactions
From 1988 to 1993, the Company was the holder of
approximately one-third of the outstanding common stock of A.J.
Ross Logistics, Inc. ("AJ Ross"), a publicly-held steel
fabricator and significant customer of the Company located in
Keasbey, New Jersey. AJ Ross filed a petition for relief under
Chapter 11 of the Bankruptcy Code in November 1993 and
subsequently ceased doing business. As a result, in November
1993, the Company charged approximately $5,159,000 to selling,
general and administrative expenses to write off trade
receivables due from AJ Ross.
Mr. Petrizzo, a former president of AJ Ross, the owner of a
company which served as the construction manager in connection
with the Company's modernization program and a consultant to
several companies that performed various services for the
Company, was indicted by the United States District Court for
the Eastern District of New York alleging that Mr. Petrizzo was
a member of an organized crime family and was involved in a
criminal conspiracy. In June 1995, after a jury trial, Mr.
Petrizzo was acquitted of all charges. In September 1995, Mr.
Petrizzo was indicted again by the United States District Court
for the Eastern District of New York charging Mr. Petrizzo with
involvement in a different criminal conspiracy. To the
knowledge of the Company, prior to such indictments Mr. Petrizzo
had no prior criminal record. The Company no longer does any
business with any entity with which Mr. Petrizzo has a
relationship.
In a letter dated July 7, 1994, the staff of the Commission
informed the Company that it is conducting a private inquiry
into whether there have been violations of the federal
securities laws. The staff requested that the Company provide
it with all documents concerning its investments in AJ Ross's
Keasbey property and the modernization program. The staff
letter states that its request for documents should not be
construed as an indication by the Commission or its staff that
any violations of law have occurred, nor should it be considered
a reflection upon any person, entity or security. The Company
is cooperating with the staff and, in August 1994, provided the
requested documents. There have been no further developments
in this matter since August of 1994. See "Certain Relationships
and Related Transactions."
The Company has an investment in Excel Mining Systems, Inc.
("Excel"), which operates in a mining-related industry. The
Company is the holder of (I) all of Excel's outstanding
preferred stock, and (ii) approximately 31% of Excel's
outstanding common stock. Holders of the preferred stock have
the right, as a class, to elect two directors to Excel's board.
Excel's board currently consists of three directors. Paul Roik,
the Vice President, Finance, of the Company holds a seat on
Excel's board. Excel is a customer of the Company and purchased
$8,917,000 of rebar in Fiscal 1995.
The Company has a Technical Services and Management
Consulting Agreement with Von Roll dated as of April 1, 1987
pursuant to which Von Roll provides certain management and
operational services to the Company. The fee payable under the
Agreement is to be renegotiated annually. The Company incurred fees of
$450,000 in Fiscal 1995 and has agreed to fees
of $450,000, based upon the anticipated services, for fiscal
year 1996. The terms of any extension, amendment or
modification of the Agreement will be no less favorable to the
Company than those that could be obtained from unaffiliated
third parties. The amount of the annual fee and the terms of
any extension, amendment or modification will be approved by the
Board of Directors and a majority of the directors who are not
employees of the Company and Von Roll.
The Company on occasion makes loans to employees primarily
in connection with their purchases of housing. At November 30,
1995, there is an outstanding a loan of $189,000 to Mr. Roik.
Mr. Roik's loan bears interest at the rate of 7.5% per annum and
matures in November 1996. There is also an outstanding loan of
$150,000 to Mr. Giovannetti. Mr. Giovannetti's loan bears
interest at the rate of 7.5% per annum and matures in April
1997. There was also an outstanding loan of $75,000 to Mr.
Pasquarelli. Mr. Pasquarelli's loan bears interest at the rate
of 7.5% per annum and matures in February 1997.
H. Georg Hahnloser and Hans G. Trosch, directors of the
Company, are executive officers of Von Roll, the majority
stockholder of the Company.
Walter H. Beebe, a director, and Thomas W. Jackson,
Secretary of the Company, are partners in the law firm of Jacobs
Persinger & Parker, general counsel to the Company. Jacobs
Persinger & Parker also provides legal services to Von Roll.
During the fiscal year ended November 30, 1995, the Company made
payments to that firm for services rendered and disbursements
incurred aggregating $500,265.
PART IV
Item 14. Exhibits, Financial Statements,
Schedules, and Reports on Form 8-K
1. The following financial statements are filed as part of
this report:
See Index to Financial Statements and Schedule on page
F-1 of this Report.
2. The following financial statement schedules are filed
as part of this report:
See Index to Financial Statements and Schedule on page
F-1 of this Report.
Schedules other than those listed on the Index to
Financial Statements and Schedule are omitted as the required
information is either not applicable or is included in the
financial statements or notes thereto.
3. Exhibits:
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's 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).
10(n)-- Financial Statements of Excel Mining Systems, Inc.--To
be filed by amendment.
23 -- Consent of KPMG Peat Marwick LLP.
27 -- Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) 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.
February 28, 1996
NEW JERSEY STEEL CORPORATION
By:/s/ Paul Roik
--------------------------------
Paul Roik, Vice President,
Finance and Treasurer
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:
Signature Title Date
/s/ H. Georg Hahnloser Director, Chairman February 28,1996
- ------------------------- of the Board
H. Georg Hahnloser (Principal Executive
Officer)
/s/ Paul Roik Vice President - February 28,1996
- ------------------------- Finance
Paul Roik and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Hans G. Trosch Director February 28,1996
- -------------------------
Hans G. Trosch
Director
- -------------------------
Robert LeBuhn
/s/ Walter H. Beebe Director February 28,1996
- -------------------------
Walter H. Beebe
Exhibit 23
Independent Auditors' Consent
The Board of Directors
New Jersey Steel Corporation:
We consent to incorporation by reference in the Registration
Statements (No. 33-17435 and 33-52194) on Forms S-8 of New Jersey
Steel Corporation of our report dated January 11, 1996, except as to
the last paragraph of note 8, which is as of February 6, 1996,
relating to the consolidated balance sheets of New Jersey Steel
Corporation and subsidiary as of November 30, 1995 and 1994 and the
related consolidated statements of operations, stockholders' equity,
and cash flows and related schedule for each of the years in the
three-year period ended November 30, 1995, which report appears in
the November 30, 1995 annual report on Form 10-K of New Jersey Steel
Corporation.
KPMG Peat Marwick LLP
Short Hills, New Jersey
February 27, 1996
