SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the quarterly period ended August 31, 1996,
or
[ ] Transaction report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------------------ ---------------------
Commission file number 0-15838
NEW JERSEY STEEL CORPORATION
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2137967
- --------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
NORTH CROSSMAN ROAD, SAYREVILLE, NEW JERSEY 08872
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (908) 721-6600
Not Applicable
- --------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changes since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
X Yes No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of August 31, 1996.
$.01 Par Value Common Stock 5,920,500
- -------------------------------------------------------------------------
(Title of Class) (Number of Shares
Outstanding)
NEW JERSEY STEEL CORPORATION
Condensed Consolidated Statements of Operations
Three-Month and Nine-Month Periods Ended
August 31, 1996 and 1995
(In Thousands, Except Per Share Data)
<TABLE>
Three Months Nine Months
Ended August 31, Ended August 31,
1996 1995 1996 1995
--------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 39,600 32,743 102,873 94,220
Net sales - affiliates 1,060 1,671 5,438 7,259
Cost of sales 40,109 32,477 112,517 94,188
------ ------ ------- ------
Gross profit (loss) 551 1,937 (4,206) 7,291
Selling, general and
administrative expenses 1,796 1,786 6,057 5,225
------ ------ ------- ------
Operating (loss) income (1,245) 151 (10,263) 2,066
Other:
Interest (expense) income, net (441) (247) (897) (531)
Rental income 44 34 139 115
Other, net -- -- 4 (68)
(Loss) earnings before
provision for income taxes
and equity in operations of ------ ------ ------- ------
investee (1,642) (62) (11,017) 1,582
Provision (benefit) for
income taxes -- (8) -- 215
(Loss) earnings before
equity in operations of ------ ------ ------- ------
investee (1,642) (54) (11,017) 1,367
Equity in operations of investee (81) 5 (269) 410
------ ------ ------- ------
Net (loss) earnings (1,723) (49) (11,286) 1,777
====== ====== ======= ======
Net (loss) earnings per
common share (.29) (.01) (1.91) .30
Weighted average number
of shares outstanding 5,921 5,903 5,921 5,897
</TABLE>
See accompanying notes to condensed consolidated financial statements.
NEW JERSEY STEEL CORPORATION
Condensed Consolidated Balance Sheets
(Dollars in Thousands, Except Per Share Data)
<TABLE>
August 31, November 30,
1996 1995
---------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 12 $ 61
Receivables:
Trade, less allowance for
doubtful receivables of $2,351
and $2,147 in 1996 and 1995
respectively 24,777 22,164
Trade - affiliates 1,932 1,538
Other 300 293
---------- -----------
Net receivables 27,009 23,995
Inventories 15,828 15,276
Prepaid expenses and other
current assets 585 508
Deferred income taxes 837 837
---------- -----------
Total current assets 44,271 40,677
Property, plant and equipment, net 92,089 82,365
Other assets 1,598 5,691
Deferred income taxes 4,063 4,063
Real estate, net 12,576 13,447
---------- -----------
$ 154,597 $ 146,243
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current installment of long-
term debt $ 1,125 $ 1,125
Accounts payable - trade 33,953 28,514
Due to parent 1,510 789
Accrued expenses 3,970 7,219
---------- -----------
Total current liabilities 40,558 37,647
Note payable - bank 13,629 11,900
Long-term debt,
less current installment 6,375 6,375
Long-term debt - due to parent 15,000 --
Stockholders' equity:
Preferred stock, $.01 par value
Authorized 5,000,000 shares; none
issued -- --
Common stock, $.01 par value
Authorized 15,000,000 shares;
issued and outstanding 5,920,500
shares in 1996 and 5,893,370 shares
in 1995 59 59
Additional paid-in capital 134,070 134,070
Accumulated deficit (55,094) (43,808)
---------- -----------
Total stockholders' equity 79,035 90,321
Commitments and contingencies ---------- -----------
$ 154,597 $ 146,243
========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
NEW JERSEY STEEL CORPORATION
Consolidated Statements of Cash Flows
Nine-Month Periods Ended August 31, 1996 and 1995
(Dollars in Thousands)
<TABLE>
1996 1995
--------- ---------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net (loss) earnings $ (11,286) $ 1,777
Adjustments to reconcile net (loss)
earnings to net cash (used in)
provided by operating activities:
Depreciation 5,914 5,283
Provision for losses on trade
receivables 204 316
Equity in operations of investee 269 (410)
Changes in assets and liabilities:
(Increase) decrease in net
receivables (3,218) 561
Increase in inventories (552) (4,074)
(Increase) decrease in prepaid
expenses and other current
assets (77) 535
Decrease (increase) in other assets 4,317 (770)
Increase (decrease) in accounts
payable - trade 5,439 (1,434)
(Decrease) in due to parent and
accrued expenses (2,528) (1,689)
--------- ---------
Net cash (used in) provided
by operating activities (1,518) 95
--------- ---------
Cash flows from investing activities:
Capital expenditures (15,260) (10,060)
--------- ---------
Cash flows from financing activities:
Bank borrowings - net 1,729 9,462
Borrowings from parent - net 15,000 --
Proceeds from exercise of stock options -- 166
--------- ---------
Cash flow provided by
financing activities 16,729 9,628
--------- ---------
Net decrease in cash and
cash equivalents (49) (337)
Cash and cash equivalents at beginning of
period 61 337
--------- ---------
Cash and cash equivalents at end of period $ 12 $ 0
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
New Jersey Steel Corporation
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 1996 and November 30, 1995
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
(1) Basis of Presentation
The unaudited condensed consolidated financial statements of New Jersey
Steel Corporation and subsidiary (the Company), in the opinion of
management, include all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the results of such periods.
The results of operations for the three- and nine-month periods ended
August 31, 1996 and 1995 are not necessarily indicative of the results to
be expected for the entire year. The accompanying interim financial
statements should be read in conjunction with the Company's audited 1995
consolidated financial statements.
(2) Capital Stock
During the nine-month period ended August 31, 1996, no stock options were
exercised. During the nine-month period ended August 31, 1995, no stock
options were granted and stock options representing 27,130 shares were
exercised for proceeds of $166.
On June 21, 1996, the stockholders of the Company approved the 1996 Stock
Option Plan. During the nine-month period ended August 31, 1996, options
to purchase 100,000 and 50,000 shares of the Company's common stock under the
1996 Stock Option Plan were granted to the Company's President and Vice
President, Sales and Marketing, respectively, at an exercise price of $8.375
and $8.00 respectively. The options vest in 20% increments beginning on the
first anniversary of the date of grant and expire ten years from the date of
grant.
(3) Inventories
Inventories consist of the following:
<TABLE>
August 31 November 30
1996 1995
--------- -----------
(Unaudited)
<S> <C> <C>
Finished goods $ 4,895 $ 5,709
Work-in-process 515 341
Raw materials, spare
parts and supplies 10,418 9,226
--------- -----------
$ 15,828 $ 15,276
========= ===========
</TABLE>
(4) Bank Borrowings
On June 6, 1996, the Company entered into an Amended and Restated Loan and
Security Agreement (the "loan agreement") with its bank to increase the
maximum amount available under its revolving credit facility from $17,500
to $20,000 and to extend the maturity date from April 30, 1997 to May 1,
1998. The maturity date on the Company's $7,500 term loan was also
extended from December 31, 2000 to May 1, 2001. The loan agreement also
amended certain financial covenants. Borrowings under the revolving credit
facility and term loan are secured by substantially all of the Company's
assets. Principal payments under the term loan are due in monthly
installments of $125 beginning December 1, 1996 with a final payment of
$875 due at maturity. Interest on the term loan and outstanding amounts
under the revolving credit facility are payable at the prime rate plus one
percent. At August 31, 1996, the Company was not in compliance with certain
of its financial covenants, such non-compliance was waived by the bank.
Concurrently with the execution and delivery of the loan agreement, the
Company entered into a Credit Agreement dated as of June 6, 1996 (the
"credit agreement") with Von Roll Holding AG, the Company's majority
stockholder. The credit agreement provides a $15,000 revolving credit
facility to the Company which matures May 1, 1998. In September 1996, the
Board of Directors of the Company authorized an amendment to the credit
agreement increasing the maximum amount available under the revolving
credit facility to $17,000. Repayments of borrowings under this credit
facility is subordinated to the bank borrowing referred to above and is
secured by subordinate liens on substantially all of the Company's assets.
Interest on outstanding amounts under the credit agreement is payable
monthly at the prime rate plus one percent. There is currently $15,000
outstanding under the credit agreement.
Total bank interest paid for the three- and nine-month periods ended August
31, 1996 total $553 and $1,465, respectively. Total interest capitalized for
the three- and nine-month periods ended August 31, 1996 totaled $553 and
$1,443, respectively.
(5) Commitments and Contingencies
In September 1994, the New Jersey Department of Environmental Protection
(the "NJDEP") issued a "Permit to Construct, Install or Alter Control
Apparatus or Equipment", a "Prevention of Significant Deterioration Permit"
and a "Temporary Certificate to Operate" (all of the foregoing are
hereinafter referred to as the "Temporary Permit") to the Company. The
Temporary Permit authorized the Company to install the Consteel process at
its Sayreville, New Jersey steel mill and directed that there be a stack
test, the results of which were submitted to the NJDEP on March 8, 1996.
The numbers in the Temporary Permit were estimates based on representations
from the manufacturer of the Consteel system, certain assumptions
concerning how the Consteel process differed from conventional electric arc
furnaces, and a scaling up of the numbers to address the increase in the
size of the furnace. The assumptions underlying that methodology were
based upon certain projections in the absence of historical data. These
projections may have proven to be inaccurate. The plant generates certain
emissions -- including carbon monoxide (CO), oxides of nitrogen (NOx) and
volatile organic compounds (VOC) -- which exceed the levels contained in
the Temporary Permit. Based on their modeling, the Company's consulting
engineers have advised that the actual emission levels do not have an adverse
impact on ambient air quality. However, the NJDEP issued a Notice of
Violation in response to the stack test results.
In conjunction with the March 8, 1996 submission of the stack test results,
the Company applied for a modification of its Temporary Permit to reflect
the actual operation of the Consteel process. Until such time as a new
permit is issued, there is a question as to whether the Company is in
violation of the Temporary Permit and, as a consequence, is subject to
fines and penalties, the amounts of which are subject to the discretion of
the NJDEP. The Company is engaged in discussions with the NJDEP regarding
how to proceed in this matter. Based on the advice of its counsel, the
Company believes the ultimate outcome of this matter will not have a
material adverse effect on the Company's financial position.
In March 1996, the National Resources Defense Council and the Public
Interest Research Group of New Jersey, Inc. ("PIRG"), commenced a lawsuit
against the Company in the United States District Court for the District of
New Jersey (Civil Action No. 96-1060 (DRD)). The lawsuit is based on the
Company's Continuous Emissions Monitoring System reports submitted to the
NJDEP and claims that the exceedences since April 1995 constitute
violations of the Clean Air Act which are not being pursued by the NJDEP.
The complaint seeks fines and penalties for the alleged violations and an
injunction mandating operation of the Sayreville Mill in accordance with
the Temporary Permit. The Company intends to vigorously defend itself in
this action and filed an answer with the United States District Court on
April 10, 1996. Since that time, the State of New Jersey has intervened in
the litigation. Further, PIRG, the State of New Jersey and the Company
have placed discovery on hold until December 1996 in order to determine
whether an acceptable interim and long-term plan can be agreed upon among
the parties.
The Company and Von Roll Holding AG ("Von Roll") are defendants in an
action entitled GARY LUTIN v. NEW JERSEY STEEL CORPORATION, VON ROLL LTD.
a/k/a VON ROLL AG, AND UNKNOWN PARTIES 1-10, currently pending in the
United States District Court for the Southern District of New York (Case
No. 93 CIV. 6612). The action was originally brought against Excel Mining
Systems, Inc., Bruce A. Cassidy and Frederick B. Munson and involved
allegations that the defendants had conspired to destroy the mine roof bolt
business of Advanced Mining Systems, Inc. The original complaint sought
damages in excess of $12,000. In 1992, the Company and Von Roll were added
as additional parties. The action was subsequently removed to federal
court and transferred to the Southern District of New York. A motion to
dismiss the Company and Von Roll has been pending, undecided, for several
years. In 1994, in connection with the settlement of an unrelated action,
the original defendants were dropped as defendants in this action. In June
1995, Mr. Lutin moved to serve an amended complaint which restated the
claims from the original action as claims under the federal RICO statute
and related state laws. This motion is currently pending. At the same
time, Mr. Lutin filed a new action in the United States District Court for
the Southern District of New York against the Company, Von Roll and various
directors and officers of the Company, entitled GARY LUTIN v. NEW JERSEY
STEEL CORPORATION, VON ROLL LTD a/k/a VON ROLL AG, WALTER H. BEEBE, HEINZ
FRECH, H. GEORG HAHNLOSER, HARVEY L. KARP, ROBERT PASQUARELLI, THOMAS W.
JACKSON, PAUL ROIK AND UNKNOWN PARTIES 10-19 (Case No. 95 CIV 4965). This
action is based on the same facts and seeks unspecified damages which Mr.
Lutin claims to be in excess of $50,000. The Company has made a motion for
an order dismissing the complaint and for summary judgement in the new
action. Mr. Lutin has also asserted certain counterclaims against the
Company, Von Roll, various former and present officers and directors of the
Company and the Company's legal counsel in an action currently pending in
the Supreme Court of New York, New York County (Index No. 96-103400). The
counterclaim is based on the same facts as the federal actions and seeks
unspecified damages which Mr. Lutin claims to be in excess of $50,000. The
Company has made a motion for an order dismissing the counterclaim and Mr.
Lutin has cross-moved for an order for partial summary judgement. Although
pre-trial discovery has not commenced in any of the actions, based on the
facts known, the Company's management and legal counsel believe that Mr.
Lutin'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") seeking
damages for steel purchased from the Company which the Claimants assert was
of inferior quality. Upon conclusion of the arbitration hearings, the
Arbitrator issued an award in favor of the Company denying all of the
Claimants' claims for losses and damages. The Arbitrator recently awarded
the Company fees and expenses associated with the arbitration which amount
Claimants have agreed to pay.
Egyptian Metals Company (EMC), the customer of the claimants in the Swiss
Arbitration, is pursuing a related claim 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 Swiss
Arbitration seeking damages against the three defendants individually in
the amount of $5,050. Management believes, based on the advice of legal
counsel, the Company will ultimately prevail in its defense of this action.
Trial was scheduled to begin October 29, 1996. However, the Company recently
was notified by the Court that the trial date has been postponed to January
14, 1997.
From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. Such
claims against the Company are generally covered by insurance. There can
be no assurance that insurance, including product liability insurance, will
be available in the future at reasonable rates.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three-Month Periods Ended August 31, 1996 and 1995
- --------------------------------------------------
A summary of the period-to-period changes in the "Condensed Consolidated
Statements of Operations" for the three-month periods ended August 31, 1996
and 1995 is shown below:
<TABLE>
Percent of
Net Sales
--------------------------------- --------------------
1996 1995 Inc(Dec) 1996 1995
--------------------------------- --------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net sales $ 40,660 $ 34,414 $ 6,246 100.0 100.0
Gross profit 551 1,937 (1,386) 1.4 5.6
Selling, general
and admini-
strative
expenses 1,796 1,786 10 4.4 5.1
Other (expense)
income (397) (213) 184 (1.0) (0.6)
Loss before
provision
for income taxes
and equity in
operations of
investee (1,642) (62) (1,580) (4.0) (0.1)
Provision (benefit)
for income taxes -- (8) 8 -- --
Loss before equity
in operations of
investee (1,642) (54) (1,588) (4.0) (0.1)
Equity in
operations of
investee (81) 5 (86) (0.2) --
--------------------------------- --------------------
Net loss $ (1,723) $ (49) $ (1,674) (4.2) (0.1)
================================= ====================
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Three-Month Ended August 31, 1996
Net sales for the third quarter of 1996 increased 18% to $40,660,000 from
$34,414,000 in the third quarter of 1995 primarily on the strength of higher
shipping levels. Shipping levels in the third quarter of 1996 were up 29%
to 139,000 tons from 108,000 tons in the third quarter of 1995, reflecting
good rebar demand and higher billet shipments. However, average finished
goods selling prices declined to $301 per ton in the third quarter of 1996
from $318 per ton in the third quarter of 1995.
Gross profit in the third quarter of 1996 decreased $1,386,000 to $551,000
from $1,937,000 in the third quarter of 1995. The decline in gross profit
in the third quarter of 1996 reflected the negative impact of lower average
finished goods selling prices. Scrap prices remained relatively stable at
$113 per ton for the third quarter of 1996 as compared to $114 in the third
quarter of 1995. As a result of planned outages that were taken in the
third quarter of 1995, 1996 production levels were substantially higher.
Helped by these higher production levels, total billet costs and rolling mill
conversion costs in the quarter declined slightly from third quarter 1995
levels despite lower melt shop productivity and higher energy costs.
Selling, general and administrative expenses remained relatively flat at
$1,796,000 as compared to $1,786,000 for the third quarter of 1995. Other
expenses during the quarter ended August 31, 1996 increased primarily as a
result of higher interest expense.
No provisions for income taxes have been recorded by the Company as a result
of the net loss. A valuation allowance has been recorded at August 31, 1996
and November 30,1995 for that portion of deferred tax assets which are not
presently considered more likely than not to be realized. The amount of the
deferred tax assets considered realizable, however, could be reduced in the
near term if estimates of future taxable income are reduced.
New Jersey Steel's share in the operations of an investee contributed an
$81,000 loss to the Company for the quarter ended August 31, 1996 as compared
to $5,000 of income for the quarter ended August 31, 1995.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine-Month Periods Ended August 31, 1996 and 1995
- -------------------------------------------------
A summary of the period-to-period changes in the "Condensed Consolidated
Statements of Operations" for the nine-month periods ended August 31, 1996
and 1995 is shown below:
<TABLE>
Percent of
Net Sales
--------------------------------- --------------------
1996 1995 Inc(Dec) 1996 1995
--------------------------------- --------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net sales $108,311 $101,479 $ 6,832 100.0 100.0
Gross (loss)
profit (4,206) 7,291 (11,497) (3.9) 7.2
Selling, general
and admini-
strative
expenses 6,057 5,225 832 5.6 5.1
Other (expense)
income (754) (484) 270 (0.7) (0.5)
(Loss) earnings
before provision
for income taxes
and equity in
operations of
investee (11,017) 1,582 (12,599) (10.2) 1.6
Provision for
income taxes -- 215 (215) -- 0.2
(Loss) earnings
before equity in
operations of
investee (11,017) 1,367 (12,384) (10.2) 1.4
Equity in
operations of
investee (269) 410 (679) (0.2) 0.4
--------------------------------- --------------------
Net (loss)
earnings $(11,286) $ 1,777 $(13,063) (10.4) 1.8
================================= ====================
MANAGEMENT'S DISCUSSION AND ANALYSIS
Nine months ended August 31, 1996
Net sales for the nine months ended August 31, 1996 were $108,311,000 as
compared to $101,479,000 for the nine-month period ended August 31, 1995.
Shipments for the nine-month period of 1996 increased to 386,000 tons from
317,000 tons for the nine-month period ended August 31, 1995 reflecting
strong rebar demand and higher billet shipments. However, average
finished goods selling prices for the nine-month period ended August 31, 1996
decreased to $288 per ton from $320 per ton in the comparable 1995 period.
The Company reported a negative gross profit of $4,206,000 for the nine-
month period ended August 31, 1996 as compared to a gross profit of
$7,291,000 for the comparable 1995 period. This decline in gross profit was
primarily caused by the decrease in average finished goods selling prices and
higher melt shop and rolling mill conversion costs. Depreciation charges for
1996 increased over 1995 levels. Scrap costs for the nine months of 1996 were
flat as compared to 1995 at $113 per ton.
Selling, general and administrative expenses increased $832,000 for the
nine-month period ended August 31, 1996 to $6,057,000 from $5,225,000 for
the comparable 1995 period primarily as a result of severance obligations
and higher legal expenses due to regulatory matters. Other expense
increased $270,000 to $754,000 for the nine-month period ended August 31,
1996 from $484,000 for the comparable 1995 period. This increase was
primarily the result of higher interest expense.
No provisions for income taxes have been recorded by the Company as a result
of the net loss. A valuation allowance has been recorded at August 31, 1996
and November 30, 1995 for that portion of deferred tax assets which are not
presently considered more likely than not to be realized. The amount of the
deferred tax assets considered realizable, however, could be reduced in the
near term if estimates of future taxable income are reduced.
The Company's share of equity in operations of investee contributed a loss
of $269,000 for the nine months ended August 31, 1996 as compared to income
of $410,000 for the nine months ended August 31, 1995.
Liquidity and Capital Resources
On June 6, 1996, the Company entered into an Amended and Restated Loan and
Security Agreement (the "loan agreement") with its bank to increase the
maximum amount available under its revolving credit facility from
$17,500,000 to $20,000,000 and to extend the maturity date from April 30,
1997 to May 1, 1998. The maturity date on the Company's $7,500,000 term
loan was also extended from December 31, 2000 to May 1, 2001. The loan
agreement also amended certain financial covenants. Borrowings under the
revolving credit facility and term loan are secured by substantially all of
the Company's assets. Principal payments under the term loan are due in
monthly installments of $125,000 beginning December 1, 1996 with a final
payment of $875,000 due at maturity. Interest on the term loan and
outstanding amounts under the revolving credit facility are payable at the
prime rate plus one percent. At August 31, 1996, the Company was not in
compliance with certain of its financial covenants, such non-compliance
was waived by the bank.
Concurrently with the execution and delivery of the loan agreement, the
Company entered into a Credit Agreement dated as of June 6, 1996 (the
"credit agreement") with Von Roll Holding AG, the Company's majority
stockholder. The credit agreement provides a $15,000,000 revolving credit
facility to the Company which matures May 1, 1998. In September 1996, the
Board of Directors of the Company authorized an amendment to the credit
agreement increasing the maximum amount available under the revolving
credit facility to $17,000,000. Repayments of borrowings under this credit
facility is subordinated to the bank borrowing referred to above and is
secured by subordinate liens on substantially all of the Company's assets.
Interest on outstanding amounts under the credit agreement is payable
monthly at the prime rate plus one percent. There is currently $15,000,000
outstanding under the credit agreement.
Von Roll has also guaranteed the Company's payment obligations under the
Company's scrap brokerage and service agreements. The guaranty is for a
maximum of $5,000,000 and will expire 30 days after termination of the
agreements.
For the nine-month period ended August 31, 1996, working capital increased
$683,000. This was primarily the result of an increase in net receivables
and inventory of $3,566,000 and offset by an increase in accounts payable
and accrued expenses of $2,911,000.
Net cash used in operating activities for the nine months ended August 31,
1996 was $1,518,000 as compared to $95,000 of net cash provided by
operating activities for the comparable 1995 period. Net bank borrowings
for the nine-month period of 1996 increased $1,729,000 as compared to
$9,462,000 for the comparable 1995 period. Capital expenditures increased
to $15,260,000 for the nine-month period ended August 31, 1996 as compared
to $10,060,000 for the nine-month period of 1995 primarily as a result of
increased spending due to the installation of the new continuous casting
machine. The Company currently expects to incur capital expenditures of
$18.6 million in fiscal 1996 primarily for the installation of a new
continuous casting machine and for new cost reduction projects identified
during the course of a review of melt shop operations by technical
consultants. As this review continues, there may be some additional capital
requirements.
At August 31, 1996, the Company had total outstanding indebtednesss (bank and
Von Roll) of $36,129,000. Remaining availability under the Company's
revolving credit facility was $6,371,000. At the present time, the Company's
operations and capital expenditure requirements depend on the bank and Von
Roll financing. In addition, subsequent to August 31, 1996, Von Roll has
provided an additional $2,000,000 under its credit agreement with the Company.
The Company is currently considering amending its loan and credit agreements
in order to provide for additional borrowing availability, however, there
can be no assurance that any such amendments can be negotiated on terms
acceptable to Von Roll, the bank and the Company. The Company believes cash
flows generated by future operations and its loan and credit agreements will
be adequate to fund day-to-day operations and capital expenditures for the
balance of the fiscal year.
PART II. Other Information
Item 1. Legal Proceedings
See "Note (5) - Commitments and Contingencies of the Notes to Condensed
Consolidated Financial Statements" for new developments in the Lutin
litigations and the lawsuit instituted against the Company by the National
Resources Defense Council and Public Interest Research Group of New Jersey,
Inc.
From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. Such
claims against the Company are generally covered by insurance. There can
be no assurance that insurance, including product liability insurance, will
be available in the future at reasonable rates.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
a. The Annual Meeting of Stockholders of the Company was held on June
21, 1996.
b. Not applicable.
c. (i) To consider adoption of the Company's 1996 Stock Option Plan.
FOR: 4,554,573
AGAINST: 462,585
ABSTAINED: 95,823
(ii) To consider and take action on the election of five directors.
</TABLE>
<TABLE>
NUMBER OF VOTES
--------------------------------
AGAINST OR
NOMINEES FOR WITHHOLD AUTHORITY
-------- --------------------------------
<S> <C> <C>
Walter H. Beebe 5,644,008 154,302
H. Georg Hahnloser 5,644,608 153,702
Robert LeBuhn 5,696,447 101,863
Kenneth J. Leonard 5,779,183 19,127
Hans G. Trosch 5,644,608 153,702
</TABLE>
d. Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a. 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 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(g) - 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(h) - 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(i) - Amended and Restated Loan and Security Agreement dated as of June
6, 1996 between Midlantic Bank, National Association and the
Company -- Incorporated by reference to Exhibit 10(i) of the
Company's Quarterly Report on Form 10-Q for the period ended May
31, 1996.
10(j) - Credit Agreement dated as of June 6, 1996 between Von Roll
Holding AG and the Company -- Incorporated by reference to
Exhibit 10(j) of the Company's Quarterly Report on Form 10-Q for
the period ended May 31, 1996.
10(k) - 1996 Stock Option Plan -- Incorporated by reference to Exhibit A
of the Company's Proxy Statement dated May 7, 1996 used in
connection with the meeting of stockholders held June 21, 1996.
10(l) - Form of Stock Option Agreement used in connection with the
Company's 1996 Stock Option Plan -- Incorporated by reference to
Exhibit 10(l) of the Company's Quarterly Report on Form 10-Q for
the period ended May 31, 1996.
10(m) - Employment Agreement dated as of May 1, 1996 between the Company
and Kenneth J. Leonard -- Incorporated by reference to Exhibit
10(m) of the Company's Quarterly Report on Form 10-Q for the
period ended May 31, 1996.
27 - Financial Data Schedule
b. Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW JERSEY STEEL CORPORATION
Registrant
Dated: October 15, 1996 /s/ Kenneth J. Leonard
-------------------------------------
Kenneth J. Leonard
President and Chief Executive Officer
Dated: October 15, 1996 /s/ Paul Roik
-------------------------------------
Paul Roik
Vice President - Finance and Treasurer
(Principal Financial and Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
registrant's consolidated financial statements for the nine months ended
August 31, 1996 and is qualified in it's entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> AUG-31-1996
<CASH> 12
<SECURITIES> 0
<RECEIVABLES> 29360
<ALLOWANCES> (2351)
<INVENTORY> 15828
<CURRENT-ASSETS> 44271
<PP&E> 188322
<DEPRECIATION> 96233
<TOTAL-ASSETS> 154597
<CURRENT-LIABILITIES> 40558
<BONDS> 35004
0
0
<COMMON> 59
<OTHER-SE> 78976
<TOTAL-LIABILITY-AND-EQUITY> 154597
<SALES> 108311
<TOTAL-REVENUES> 108311
<CGS> 112517
<TOTAL-COSTS> 112517
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 204
<INTEREST-EXPENSE> 897
<INCOME-PRETAX> (11286)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11286)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11286)
<EPS-PRIMARY> (1.91)
<EPS-DILUTED> (1.91)
</TABLE>
