SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
Form 10-Q
(Mark One)
[ X ] Quarterly report purusant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934 for the quarterly period ended
May 31, 1997
[ ] 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
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(Exact name of registrant as specified in its charter)
Delaware 22-2137967
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
North Crossman Road, Sayreville, New Jersey 08872
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(Address of pricipal executive offices) (Zip code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and 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 filing requirements for the past 90 days.
x YES NO
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 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 May 31, 1997.
$.01 Par Value Common Stock 5,920,500
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(Title of Class) (Number of Shares Outstanding)
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Operations
Three-Month Periods Ended May 31, 1997 and 1996
(In thousands, except per share data)
<TABLE>
Three-Months Six-Months
ended May 31 ended May 31
1997 1996 1997 1996
--------------------------------------
(Unaudited)
<S> <C> <C> <C> <C>
Net sales $49,283 $38,690 $80,292 $63,273
Net sales - affiliates 2,284 2,306 4,561 4,378
Cost of sales 45,393 41,419 77,999 72,408
--------------------------------------
Gross profit (loss) 6,174 (423) 6,854 (4,757)
Selling, general and
administrative expenses 2,080 2,182 4,626 4,261
--------------------------------------
Operating income (loss) 4,094 (2,605) 2,228 (9,018)
Other income (expense):
Interest, net (1,163) (279) (2,286) (456)
Rental income 25 40 60 95
Other (expense) income (150) -- (150) 4
--------------------------------------
(1,288) (239) (2,376) (357)
--------------------------------------
Earnings (loss) before provision
for income taxes and equity in
operations of investee 2,806 (2,844) (148) (9,375)
Provision for income taxes -- -- -- --
--------------------------------------
Earnings (loss) before equity in
operations of investee 2,806 (2,844) (148) (9,375)
Equity in operations of investee (70) (98) (115) (188)
--------------------------------------
Net earnings (loss) $ 2,736 ($ 2,942) ($ 263)($ 9,563)
======================================
Net earnings (loss) per common share $0.46 ($0.50) ($0.04) ($1.62)
======================================
Weighted average number of shares
outstanding 5,921 5,921 5,921 5,921
======================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share data)
<TABLE>
May 31 Nov 30
1997 1996
----------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12 $ 13
Receivables:
Trade, net 24,832 21,273
Trade - affiliates 692 2,458
Other 38 542
----------------------------------
Net receivables 25,562 24,273
----------------------------------
Inventories 19,366 15,990
Prepaid expenses and other
current assets 244 412
Deferred income taxes 270 270
----------------------------------
Total current assets 45,454 40,958
Property, plant and equipment, net 90,101 91,607
Other assets 869 1,422
Deferred income taxes 4,630 4,630
Real estate held for sale 12,753 12,753
----------------------------------
$ 153,807 $ 151,370
==================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long
-term debt $ 1,500 $ 1,500
Note payable - bank 15,103 -
Note payable - Parent 19,000 -
Accounts payable - trade 28,485 32,020
Due to parent 2,918 2,035
Accrued expenses 6,415 4,152
----------------------------------
Total current liabilities 73,421 39,707
----------------------------------
Note payable - bank - 13,264
Long-term debt, less current
installments 5,250 6,000
Note payable - Parent - 17,000
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 1997 and
1996 59 59
Additional paid-in capital 134,070 134,070
Accumulated deficit (58,993) (58,730)
----------------------------------
Total stockholders' equity 75,136 75,399
----------------------------------
Commitments and contingencies
----------------------------------
$ 153,807 $ 151,370
==================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
Six-Month Periods Ended May 31, 1997
and May 31, 1996
<TABLE>
1997 1996
----------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (263) $ (9,563)
Adjustments to reconcile net
loss to net cash used
in operating activities:
Depreciation 4,528 3,943
Provision for losses on trade
receivables 645 145
Equity in operations of
investee 115 188
Changes in assets and liabilities:
Increase in net receivables (1,333) (2,695)
(Increase) Decrease
in inventories (3,376) 541
Decrease in prepaid expenses
and other current assets 168 382
(Increase) Decrease in
other assets (163) 3,884
(Decrease) Increase in accounts
payable - trade (3,535) 3,436
Increase (decrease) in due to
parent and accrued expenses 3,146 (3,454)
----------------------------------
Net cash used in
operating activities (68) (3,193)
----------------------------------
Cash flows from investing activities:
Capital expenditures (3,022) (9,378)
----------------------------------
Cash flows from financing activities:
Repayment of long-term debt (750) --
Bank borrowings - net 1,839 1,628
Borrowings from parent - net 2,000 11,000
----------------------------------
Net cash provided by
financing activities 3,089 12,628
----------------------------------
Net (decrease) increase
in cash and
cash equivalents (1) 57
----------------------------------
Cash and cash equivalents at beginning
of period 13 61
----------------------------------
Cash and cash equivalents at end of
period $ 12 $ 118
==================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
New Jersey Steel Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1997 and November 30, 1996
(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 six-month periods ended May 31, 1997 and
May 31, 1996 are not necessarily indicative of the results to be
expected for the entire year. The accompanying interim financial statements
should be read in conjuntion with the Company's audited 1996 consolidated
financial statements.
The Company's business is seasonal and is normally slower in the winter
months with inventory build-up during this period.
(2) Capital Stock
During the three- and six-month periods ended May 31, 1996, no stock options
were granted or exercised.
During the six-month period ended May 31, 1997, in connection with
an officer assuming the position of President and Chief Executive Officer of
the Company, outstanding options held by such officer to purchase 65,000
shares of the Company's Common Stock at exercise price ranging from $8.00
to $14.00 per share were surrendered and exchanged for options to purchase
65,000 shares of the Common Stock at an exercise price of $5.00 per share,
the fair market value on the date of grant. Of such options, options
covering 15,000 shares vested immediately and the remaining options covering
50,000 shares vest in 20% increments on April 12th of each year beginning
April 12, 1997 and continuing through April 12, 2001. Also in connection
with his becoming President and Chief Executive Officer, such officer was
granted additional options to purchase 50,000 shares of Common Stock at an
exercise price of $5.00, the fair market value on the date of grant. Such
options vest in 20% increments on February 24th of each year beginning
February 24, 1998 and continuing through February 24, 2002. No stock options
were exercised during the three- or six-month period ended May 31, 1997.
(3) Inventories
Inventories consist of the following:
May 31 Nov 30
1997 1996
---------------------------
(Unaudited)
Finished goods $ 4,481 5,070
Work-in-process 4,505 1,933
Raw materials, spare
parts and supplies 10,380 8,987
---------------------------
$ 19,366 15,990
===========================
(4) Per Common Share Amounts
Per common share amounts are based on the weighted average number of shares
of shares of common stock outstanding during each period. The effect of
stock options for the three- and six-month periods ended May 31, 1997 and May
31, 1996 were not material.
(5) Bank Borrowings
In June 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 dated 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 convenants. Borrowings under the revolving
credit facility and term loan are secured by substantially all of the
Company's assets. Principal repayments 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. On February 27, 1997, the bank amended the
loan agreement with respect to the financial statement covenants.
Covenants amended include tangible net worth, working capital, capital
expenditures and the cash coverage ratio, as defined.
Concurrently with the execution and delivery of the loan agreement, the
Company entered into a Credit Agreement (the "credit agreement") with Von
Roll Holding Ltd., its majority stockholder. The credit agreement provided a
$15,000 revolving credit facility to the Company which matures May 1, 1998.
The credit agreement was amended in September 1996 increasing the amount
available under the revolving credit facility to $17,000. Repayment of
borrowings under this revolving 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. In December 1996, the Board of Directors of the Company authorized
an amendment to the credit agreement with Von Roll increasing the maximum
amount available under the revolving credit facility to $19,000 and
subsequently the Company increased its borrowings by $2,000.
On February 27, 1997, the bank agreed to a temporary increase in the maximum
amount available under its credit facility from $20,000 to $23,500.
The increase in availability is only in effect through May 31, 1997. In
addition, the Company anticipates that with the continued support from its
majority stockholder, it will be able to secure additional borrowings to
meet its anticipated liquidity requirements.
On July 9, 1997, the bank agreed to a permanent increase in the maximum
amount available under its credit facility from $20,000 to $27,500. The
increase in availability continues to the maturity date of May 1, 1998. The
loan agreement also amended certain financial convenants.
Borrowings under the credit facility and term loan are secured by
virtually all of the Company's assets. Total bank interest paid for the
three- and six-month periods ended May 31, 1997 was $638 and $1,213,
respectively. Total interest expense was $1,163 and $2,286 for the three-
and six-month periods ended May 31, 1997.
(6) Commitments and Contingencies
In September 1994, the New Jersey Department of Environmental Protection
(NJDEP) issued a "Permit to Construct, Install or Alter Control Apparatus or
Equipment" a "Temporary Certificate to Operate" and a "Prevention of
Significant Deterioration Permit" (the NJDEP Permit). The NJDEP Permit
authorized the Company to install the Consteel Process at the Sayreville Mill,
including a Continuous Emissions Monitoring System (CEMS) equipment and
directed that there be a stack test. The CEMS equipment was started in
April 1995 and the stack test was conducted in February 1996 with the results
submitted to the NJDEP in March 1996. The CEMS data and stack test results
indicated that certain emissions exceed the levels contained in the permit.
In conjunction with the submission of these results, the Company applied
for a modification of its permit to reflect actual operations. Until such
time as a new permit is issued, there is a question as to whether the Company
is in violation of the NJDEP permit and, as a consequence, subject to fines
and penalties, the amounts of which are subject to the discretion of the
NJDEP. The application process for the new permit is proceeding. 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.
In March 1996, the Natural Resources Defense Council (NRDC) and the Public
Interest Research Group of New Jersey, Inc. (PIRG) commenced a lawsuit against
the Company in the United States District Court of New Jersey. The lawsuit is
based on the Company's CEMS reports submitted to the NJDEP and claims that
the exceedances since April 1995 constitute violations of the Clean Air Act
which are not being pursued by the NJDEP. The complaint seeks unspecified
fines and penalities for the alleged violations and for an injunction
mandating operation of the Sayreville Mill in accordance with its permit.
The Company 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. 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.
The Company and Von Roll are defendants in an action entitled GARY LUTIN v.
NEW JERSEY STEEL CORPORATION, VON ROLL LTD. a/k/a VON ROLL AG, et al.
The action was originally commenced in a West Virginia state court in 1991.
The plaintiff has alleged that the defendants conspired to destroy the
business of Advanced Mining Systems, Inc., a company which manufactured roof
support systems for underground coal mines. In 1995, the same plaintiff
filed a second action in the same court against the same parties under the
Federal RICO statutes. The plaintiff seeks unspecified damages in both
actions which he claims to be in excess of $50,000.
In October 1996, the court rendered a decision dismissing the complaints in
the two actions. The RICO claims were dismissed with prejudice. The claims
for tortious conspiracy were dismissed without prejudice to the plaintiff's
right to replead. Plaintiff has filed an appeal from the decision dismissing
his RICO claim and filed an amended complaint in the first action. The
Company has moved to dismiss that amended complaint.
A related action entitled NEW JERSEY STEEL CORPORATION AND VON ROLL HOLDING
AG v. GARY LUTIN pending in the Supreme Court of the State of New York,
involves a claim by the Company and Von Roll against Mr. Lutin for libel in
connection with a letter written by Mr. Lutin. In July 1996, Mr. Lutin
filed his answer with counterclaims asserting essentially the same claims as
were made in the two federal actions. The court dismissed the counterclaims
on the grounds that there was another action pending for essentially the
same claims in federal court. Mr. Lutin has filed an appeal from the court's
decision.
On April 29, 1997, Mr. Lutin filed another action entitled Gary Lutin v. Von
Roll A.G. a/k/a Von Roll Ltd., New Jersey Steel Corporation, Jacobs Persinger
& Parker, I. Michael Bayda, Walter H. Beebe, Heinz Frech, Gary A. Giovannetti,
Hans Georg Hahnloser, Thomas W. Jackson, Harvey L. Karp, Robert LeBuhn,
Kenneth J. Leonard, Robert J. Pasquarelli, Paul Roik, Hans G. Trosch, and
Unknown Parties 1-10, in the Supreme Court of the State of New York, County
of New York (Index No. 97-107731). This action is against the same parties as
are in the actions referred to above and added as parties the attorneys
representing the Company in those actions. Mr. Lutin's latest action asserts
essentially the same claims as are made in his two federal actions and the
counterclaims made in the state action and seeks damages in excess of
$50,000. A motion to dismiss this action is pending.
The Company has been advised by its counsel that, based on the information
available to it, the claims of Mr. Lutin in these matters are without merit.
In 1995, Egyptian Metals Company ("EMC") commenced a lawsuit againt the
Company in the United States District Court for the District of New Jersey
(Case No. CIV. 95 823 (DRD)) seeking damages in the amount of $5,050 for
steel purchased through certain steel brokers which EMC asserts was of
inferior quality. Upon conclusion of the trial in March 1997, the court
dismissed EMC's complaint and entered a judgement in favor of the Company and
against EMC. EMC has filed an appeal from the court's decision.
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 May 31, 1997 and May 31, 1996
A summary of the period-to-period changes in the "Condensed Consolidated
Statements of Operations" for the three-month periods ended May 31,
1997 and May 31, 1996 is shown below (dollars in thousands):
<TABLE>
Percent of Net Sales
------------------------------- --------------------
1997 1996 Inc. (Dec) 1997 1996
------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 51,567 40,996 10,571 100.0 100.0
Gross profit (loss) 6,174 (423) 6,597 11.9 (1.0)
Selling, general
and administrative
expenses 2,080 2,182 (102) 4.0 5.3
Other (expense) (1,288) (239) 1,049 (2.5) (0.6)
Earnings (loss)
before provision
for income taxes
and equity in
operations of
investee 2,806 (2,844) 5,650 5.4 (6.9)
Provision for
income taxes -- -- -- -- --
Earnings (loss)
before equity
in operations
of investee 2,806 (2,844) 5,650 5.4 (6.9)
Equity in
operations of
investee (70) (98) (28) (0.1) (0.2)
------------------------------- --------------------
Net earnings (loss) $ 2,736 (2,942) 5,678 5.3 (7.1)
=============================== ====================
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Three months ended May 31, 1997 compared to the three months ended May 31,
1996
Net sales for the second quarter 1997 increased 26% to $51,567,000 from
$40,996,000 in the second quarter of 1996 primarily on the strength of higher
shipping and pricing levels. Total shipments in the second quarter of 1997
increased 20% to 176,000 tons from 147,000 tons in the second quarter of 1996
and were 51% higher than 1997 first quarter shipments of 117,000 tons
reflecting stronger rebar demand and higher billet shipments. Continued
strong shipments of products to the Northeast home market allowed average
finished goods selling prices to rise to $308 per ton in the second quarter
of fiscal 1997 as compared to $287 per ton for the second fiscal quarter
of 1996.
The combination of higher rebar selling prices and shipments had a positive
impact on gross profit margins for the second quarter of 1997 as compared
to 1996. Gross profit increased $6,597,000 to $6,174,000 for the quarter
ended May 31, 1997 as compared to a gross loss of $423,000 for the second
quarter of fiscal 1996. Conversion costs in both the Melt Shop and Rolling
Mill decreased almost 12% for the second quarter of fiscal 1997 as compared
to the 1996 fiscal second quarter. Higher productivity, production and the
cost savings program contributed to this cost improvement. Scrap prices
increased during the second quarter of fiscal 1997 and were higher as
compared to the first quarter of fiscal 1997, but were lower than the
comparable second quarter of fiscal 1996. Scrap prices for the second quarter
of 1997 were $106 per ton as compared to $113 per ton for 1996.
Selling, general and administrative expense for the second quarter of 1997
decreased $102,000 to $2,080,000 from $2,182,000 for the comparable 1996
period primarily as a result of reduced legal expenses. Other expense for
the second quarter of 1997 increased $1,049,000 to $1,288,000 from $239,000
for the comparable 1996 period, primarily due to an increase in net interest
expense.
New Jersey Steel's share of equity in the operations of an investee
contributed a $70,000 loss to the Company for the quarter ended May 31, 1997
as compared to a $98,000 loss for the quarter ended May 31, 1996.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Six-Month Periods Ended May 31, 1997 and May 31, 1996
A summary of the period-to-period changes in the "Condensed Consolidated
Statements of Operations" for the six-month periods ended May 31,
1997 and May 31, 1996 is shown below (dollars in thousands):
<TABLE>
Percent of Net Sales
------------------------------- --------------------
1997 1996 Inc. (Dec) 1997 1996
------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 84,853 67,651 17,202 100.0 100.0
Gross profit (loss) 6,854 (4,757) 11,611 8.1 (7.0)
Selling, general
and administrative
expenses 4,626 4,261 365 5.5 6.3
Other (expense) (2,376) (357) 2,019 (2.8) (0.5)
Loss before provision
for income taxes and
equity in operations
of investee (148) (9,375) (9,227) (0.2) (13.8)
Provision for
income taxes -- -- -- -- --
Loss before equity
in operations of
investee (148) (9,375) (9,227) (0.2) (13.8)
Equity in
operations of
investee (115) (188) (73) (0.1) (0.3)
------------------------------- --------------------
Net (loss) $ (263) (9,563) (9,300) (0.3) (14.1)
=============================== ====================
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Six months ended May 31, 1997 compared to the six months ended May 31, 1996.
Net sales for the six-month period ended May 31, 1997 increased 25% to
$84,853,000 from $67,651,000 in the six-month period ended May 31, 1996.
Shipments for the six-months period ended May 31, 1997 increased 19% to
293,000 tons reflecting stronger rebar demand and higher billet
shipments from 246,000 tons for the six-month period ended May 31, 1996.
Continued strong demand after the mild winter from the Northeast home market
and our ability to satisfy this demand by prompt shipments allowed average
finished goods selling prices to increase to $305 per ton in the six-month
period ended May 31, 1997 as compared to $281 per ton for the same period of
the previous year.
The Company reported a gross profit of $6,854,000 for the six-month period
ended May 31, 1997 as compared to a gross loss of $4,757,000 for the
comparable 1996 period. The increase of the gross margin by $11,611,000
is mainly due to the above explained higher shipments and selling prices and
lower conversion costs in both the Melt Shop and Rolling Mill as a direct
consequence of higher production and the rigorous cost savings program. A
further contribution to the increased gross margin stems from lower scrap
prices. In the six-month period ended May 31, 1997, scrap prices were $104
per ton as compared to an average price of $113 for the same period of 1996.
Selling, general and administrative expenses for the six-months ended May
31, 1997 increased $365,000 to $4,626,000 from $4,261,000 for the comparable
1996 period primarily as a result of severance obligations.
Other expense increased $2,019,000 to $2,376,000 for the first half of 1997
from $357,000 for the comparable 1996 period due to higher interest expense.
The Company's share of equity in operations of investee contributed a loss
of $115,000 for the six months ended May 31, 1997 showing an improvement of
$73,000 as compared to the loss of $188,000 for the first half of 1996.
Liquidity and Capital Resources
In June 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 dated 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 convenants. Borrowings under the revolving
credit facility and term loan are secured by substantially all of the
Company's assets. Principal repayments 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. On February 27, 1997, the bank amended the
loan agreement with respect to the financial statement covenants. Covenants
amended include tangible net worth, working capital, capital expenditures
and the cash coverage ratio, as defined.
Concurrently with the execution and delivery of the loan agreement, the
Company entered into a Credit Agreement (the "credit agreement") with Von
Roll, its majority stockholder. The credit agreement provided a $15,000,000
revolving credit facility to the Company which matures May 1, 1998. The
credit agreement was amended in September 1996 increasing the amount
available under the revolving credit facility to $17,000,000. Repayment of
borrowings under this revolving 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. In December 1996, the Board of Directors of the Company authorized
an amendment to the credit agreement with Von Roll increasing the maximum
amount available under the revolving credit facility to $19,000,000 and
subsequently the Company increased its borrowings by $2,000,000.
On February 27, 1997, the bank agreed to a temporary increase in the maximum
amount available under its credit facility from $20,000,000 to $23,500,000.
The increase in availability is only in effect through May 31, 1997. In
addition, the Company anticipates that with the continued support from its
majority stockholder, it will be able to secure additional borrowings to
meet its anticipated liquidity requirements.
On July 9, 1997, the bank agreed to a permanent increase in the maximum
amount available under its credit facility from $20,000 to $27,500. The
increase in availability continues to the maturity date of May 1, 1998.
The loan agreement also amended certain financial covenants.
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 the termination of the
scrap brokerage and service agreements.
The six months ended May 31, 1997 reflects a decrease in working capital
as compared to November 30, 1996. This is primarily the result of
reclassifying the Company's note payable to its bank and parent as current.
Net cash used in operating activities was $68,000 for the six-month period
ended May 31, 1997 as compared to $3,193,000 of net cash used during the
comparable period of 1996. Net capital expenditures for the six-months
ended May 31, 1997 of $3,022,000 declined $6,356,000 from $9,378,000 for the
corresponding period of 1996, due to the completion of the major
investment program in the course of the prior year, primarily due to near
completion of its modernization program. The Company anticipates to incur
capital expenditures of $6.8 million in fiscal 1997 primarily for cost
reduction projects identified during the course of an ongoing review of melt
shop operations by technical consultants. The Company believes cash flows
generated by future operations and its credit facility will be adequate to
fund day-to-day operations and anticipated capital expenditures for the
balance of the fiscal year.
In February 1997, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 128, "Earnings Per Share" (SFAS 128). SFAS 128
establishes standards for computing and presenting earnings per share. In
accordance with the effective date of SFAS 128, the Company will adopt SFAS
128 as of February 28, 1998. This statement is not expected to have a
material impact upon the Company's financial statements.
PART II. Other Information
Item 1. Legal Proceeedings
See "Note (6) - Commitments and Contingencies of the Notes to Condensed
Consolidated Financial Statements" for a description of legal proceedings
involving the Company and for new developments in the Egyptian Metals
Company litigation.
From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. Such claims
against the Company are generally covered by insurance. There can be no
assurance that insurance, including product liability insurance will be
available in the future at reasonable rates.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
3(a) - Restated Certificate of Incorporation as amended - Incorporated
by reference to Exhibit 3(a) of the Company's Registration
Statement on Form S-1 (No. 33-13298).
3(b) - By-laws as amdended - 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) - 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(b) - Incentive Stock Option Plan of Company adopted October 2, 1987 with
amendements - Incorporated by reference to Exhibit 10(f) of the
Company's Registration Statement on Form S-1 (No. 33-13298).
10(c) - 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(d) - 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(e) - 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(f) - 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 year ended November 30,
1994 (File No. 0-15838).
10(g) - 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(h) - 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) to the
Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1996 (File No. 0-15838).
10(i) - Credit Agreement dated as of June 6, 1996 between Von Roll Holding
AG and the Company - Incorporated by reference to Exhibit 10(j) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1996 (File No. 0-15838).
10(j) - 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
(File No. 0-15838).
10(k) - 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 quarter ended
May 31, 1996 (File No. 0-15838).
10(l) - First Amendment of Revolving Loan and Security Agreement dated
February 27, 1997 between the Company and PNC Bank - Incorporated
by reference to Exhibit 10(m) of the Company's Annual Report on
Form 10-K for the period ended November 30, 1996 (File No. 0-15838).
10(m) - Employment Agreement dated as of September 9, 1996 between the
Company and Louis F. Hagan - Incorporated by reference to Exhibit
10(n) of the Company's Annual Report on Form 10-K for the period
ended November 30, 1996 (File No. 0-15838).
10(n) - Form of Employment Agreement entered into between Gary A.
Giovannetti and the Company effective upon a "change in control". -
Incorporated by reference to Exhibit 10(o) of the Company's Annual
Report on Form 10-K for the period ended November 30, 1996 (File
No. 0-15838).
10(o) - Employment Agreement dated as of February 24, 1997 between Gary
A. Giovannetti and the Company -- Incorporated by reference to
Exhibit 10(o) of the Company's Quarterly Report on Form 10-Q for the
period ended February 28, 1997 (File No. 0-15838).
27 - Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW JERSEY STEEL CORPORATION
Registrant
Dated: July 15, 1997 /s/ Gary A. Giovannetti
------------------------------------
Gary A. Giovannetti
President
/s/ Alexander Prelat
------------------------------------
Alexander Prelat
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 six months ended
May 31, 1997 and is qualified in it's entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> MAY-31-1997
<CASH> 12
<SECURITIES> 0
<RECEIVABLES> 28041
<ALLOWANCES> (2479)
<INVENTORY> 19366
<CURRENT-ASSETS> 45454
<PP&E> 192243
<DEPRECIATION> (102142)
<TOTAL-ASSETS> 153807
<CURRENT-LIABILITIES> 54421
<BONDS> 24250
0
0
<COMMON> 59
<OTHER-SE> 75077
<TOTAL-LIABILITY-AND-EQUITY> 153807
<SALES> 84853
<TOTAL-REVENUES> 84853
<CGS> 75999
<TOTAL-COSTS> 75999
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 645
<INTEREST-EXPENSE> 2286
<INCOME-PRETAX> (263)
<INCOME-TAX> 0
<INCOME-CONTINUING> (263)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (263)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
