<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.
                                     20549

                                   FORM 10-Q


             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Quarter Ended March 31, 2002

                                      or

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                Commission File
                                  No. 1-5210

                            AmeriSteel Corporation

                                Incorporated in
                               State of Florida

                            Employer Identification
                                No. 59-0792436

                             5100 W. Lemon Street
                             Tampa, Florida 33609

                               Mailing Address:
                                P. O. Box 31328
                           Tampa, Florida 33631-3328
                          Telephone No. (813)286-8383

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, and (2) has been subject to such filing
requirements for the past 90 days.

                               Yes [X]   No  [_]

     As of April 30, 2002 the registrant had 10,336,811 shares, $.01 par
                       value, Common Stock outstanding.
<PAGE>

                        PART I -- FINANCIAL INFORMATION
                        -------------------------------

ITEM I. FINANCIAL STATEMENTS

AMERISTEEL CORPORATION & SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
     (US$ in thousands)

<TABLE>
<CAPTION>
                                                                       March 31,        December 31,
                                                                         2002               2001
                                                                     (Unaudited)
                                                                     -----------        ------------
        <S>                                                          <C>                <C>
        ASSETS
        CURRENT ASSETS
              Cash and cash equivalents                               $     4,155       $     5,087
              Accounts receivable, less allowance of $1,832
                and $1,682 at March 31, 2002 and December 31,
                2001, respectively, for estimated losses                   81,842            60,458
              Inventories                                                 143,373           142,895
              Deferred tax assets                                           4,980             4,980
              Other current assets                                            928               940
                                                                      -----------       -----------
        TOTAL CURRENT ASSETS                                              235,278           214,360

        ASSETS HELD FOR SALE                                                6,550             6,550

        PROPERTY, PLANT AND EQUIPMENT
              Land and improvements                                        22,278            21,988
              Building and improvements                                    56,981            51,915
              Machinery and equipment                                     376,403           374,401
              Construction in progress                                     13,682            12,725
                                                                      -----------       -----------
                                                                          469,344           461,029
              Less allowances for depreciation                           (164,685)         (157,879)
                                                                      -----------       -----------
              NET PROPERTY, PLANT AND EQUIPMENT                           304,659           303,150
        GOODWILL                                                           77,731            77,731
        DEFERRED FINANCING COSTS                                            1,648             1,760
        OTHER ASSETS                                                           42                41
                                                                      -----------       -----------
        TOTAL ASSETS                                                  $   625,908       $   603,592
                                                                      ===========       ===========
</TABLE>
        See notes to consolidated financial statements

                                       2
<PAGE>

AMERISTEEL CORPORATION & SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION -- continued
     (US$ in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                       March 31,      December 31,
                                                                                          2002            2001
                                                                                      (Unaudited)
                                                                                     -------------    ------------
     <S>                                                                             <C>              <C>
     LIABILITIES AND SHAREHOLDERS' EQUITY
     CURRENT LIABILITIES
         Trade accounts payable                                                            $ 61,226        $ 59,768
         Accrued salaries, wages and employee benefits                                       17,095          16,826
         Environmental remediation                                                            1,078           1,120
         Other current liabilities                                                            5,337           4,655
         Interest payable                                                                       875           1,647
         Current maturities of long-term borrowings                                          25,569          25,598
                                                                                           --------        --------
     TOTAL CURRENT LIABILITIES                                                              111,180         109,614

     LONG-TERM BORROWINGS, LESS CURRENT MATURITIES                                          204,769         186,344

     OTHER LIABILITIES                                                                       26,192          26,548

     DEFERRED TAX LIABILITIES                                                                44,728          44,516

     SHAREHOLDERS' EQUITY
         Common Stock, $.01 par value; 100,000,000 authorized; 10,337,839 and
           and 10,338,816 shares outstanding at March 31, 2002 and December 31,
           2001, respectively                                                                   103             103
         Redeemable Preferred Stock, $.01 par value; 10,000,000 authorized;
           none issued and outstanding                                                            -               -
         Capital in excess of par                                                           157,034         157,051
         Retained earnings                                                                   81,747          79,579
         Accumulated other comprehensive income (loss)                                          155            (163)
                                                                                           --------        --------
                     TOTAL SHAREHOLDERS' EQUITY                                             239,039         236,570
                                                                                           --------        --------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                            $625,908        $603,592
                                                                                           ========        ========
</TABLE>
                See notes to consolidated financial statements

                                       3
<PAGE>

AMERISTEEL CORPORATION & SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
         (US$ in thousands except per share data)

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                    March 31, 2002    March 31, 2001
                                                                     (Unaudited)       (Unaudited)
                                                                    -------------     -------------
<S>                                                                 <C>               <C>
GROSS SALES                                                               $ 171,579       $ 159,180

Operating Expenses:
       Cost of sales, excluding depreciation                                148,126         141,256
       Selling and administrative                                             9,376           7,389
       Depreciation                                                           6,967           6,837
       Amortization of goodwill                                                   -           1,111
       Other operating expense                                                  780               -
                                                                          ---------       ---------
                                                                            165,249         156,593
                                                                          ---------       ---------

INCOME FROM OPERATIONS                                                        6,330           2,587

Other Expenses:
       Interest                                                               2,605           3,840
       Amortization of deferred financing costs                                 112             110
                                                                          ---------       ---------
                                                                              2,717           3,950
                                                                          ---------       ---------

INCOME (LOSS) BEFORE INCOME TAXES                                             3,613          (1,363)

Income taxes                                                                  1,445            (101)
                                                                          ---------       ---------

NET INCOME (LOSS)                                                         $   2,168       $  (1,262)
                                                                          =========       =========

PER COMMON SHARE - BASIC                                                  $     .21       $    (.12)

PER COMMON SHARE - DILUTED                                                $     .21       $    (.12)

Weighted average number of common shares outstanding                         10,339          10,740

Weighted average number of common and common
       equivalent shares outstanding                                         10,366          10,740

Other comprehensive income, net of tax:
       Net income (loss)                                                  $   2,168       $  (1,262)
       Other comprehensive income (loss):
            Unrealized loss on marketable securities                              -          (1,023)
            Unrealized gain on derivative financial instruments                 318               -
                                                                          ---------       ---------
       Comprehensive income                                               $   2,486       $  (2,285)
                                                                          =========       =========
</TABLE>

See notes to consolidated financial statements

                                       4
<PAGE>

AMERISTEEL CORPORATION & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
       (US$ in thousands)

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                 March 31, 2002   March 31, 2001
                                                                                  (Unaudited)      (Unaudited)
                                                                                  -----------      -----------
<S>                                                                               <C>              <C>
OPERATING ACTIVITIES
Net income (loss)                                                                     $  2,168        $  (1,262)
Adjustments to reconcile net income to net cash
  Provided by operating activities:
     Depreciation and amortization                                                       7,079            8,058
     Other                                                                                 371               53
Changes in operating assets and liabilities:
     Accounts receivable                                                               (21,384)          (9,722)
     Inventories                                                                          (478)          11,666
     Other assets                                                                           11              259
     Current and other liabilities                                                       1,557           10,718
                                                                                      --------        ---------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                    (10,676)          19,770
INVESTING ACTIVITIES
     Additions to property, plant and equipment                                         (8,705)          (8,430)
     Proceeds from sales of property, plant and equipment                                   70                3
     Proceeds from sale of assets held for sale                                              -              510
                                                                                      --------        ---------
NET CASH USED IN INVESTING ACTIVITIES                                                   (8,635)          (7,917)
                                                                                      --------        ---------
FINANCING ACTIVITIES
     Proceeds from (payments of) short term and long term borrowings, net               18,396          (41,078)
     Additions to deferred financing costs                                                   -               (3)
     Proceeds from issuance of preferred stock                                               -           10,000
     Proceeds from issuance of common stock                                                 12           15,146
     Redemption of common stock                                                            (29)            (360)
                                                                                      --------        ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                     18,379          (16,295)
                                                                                      --------        ---------
DECREASE IN CASH AND CASH EQUIVALENTS                                                     (932)          (4,442)

Cash and cash equivalents at beginning of period                                         5,087            5,956
                                                                                      --------        ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $  4,155        $   1,514
                                                                                      ========        =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Accumulated other comprehensive income (loss)                                         $    318        $  (1,023)
                                                                                      ========        =========
</TABLE>

See notes to consolidated financial statements

                                       5
<PAGE>

AMERISTEEL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A -- BASIS OF PRESENTATION

The consolidated financial statements include the accounts of AmeriSteel
Corporation ("AmeriSteel"), a Florida corporation, and its majority owned
subsidiary, AmeriSteel Bright Bar, Inc. ("ABB"), a Florida corporation
(together, the "Company") after elimination of all significant intercompany
balances and transactions. The Company operates in the steel production and
fabrication industry. Its headquarters are located in Tampa, Florida, and its
operations are located throughout the eastern half of the United States.

The Company is a majority-owned subsidiary of FLS Holdings, Inc. ("FLS"), whose
only business is to own common stock of the Company. FLS, which owns 87% of the
common stock of the Company, is a wholly-owned subsidiary of Brazilian steel
manufacturer, Gerdau S.A. ("Gerdau"), through one of Gerdau's subsidiaries,
Gerdau U.S.A., Inc. ("GUSA"). GUSA acquired 88% of FLS in September 1999,
resulting in a change of control, and the remaining 12% in September 2000, in
each instance from Kyoei Steel Ltd. An institutional investor owns approximately
4% of the common stock of the Company. Executives and other employees own the
remaining 9% of the Company's common stock. Push-down accounting has not been
applied to the financial statements of the Company as a result of a change of
control in September 1999, therefore the historical cost basis of the Company's
assets have not been changed.

On March 13, 2001, AmeriSteel formed ABB. On April 2, 2001, ABB merged with
American Bright Bar of Orrville, Ohio, a producer of cold drawn flat bars. ABB
acquired all of American Bright Bar's outstanding shares.

On December 28, 2001, the Company acquired certain assets and assumed certain
liabilities of the Cartersville, Georgia mill ("Cartersville"), a producer of
structural steel products, from Birmingham Steel Corporation. In a separate
transaction on the same date, the Company acquired certain assets that were
being leased by Cartersville from the existing lessor group for cash and
negotiated a new operating lease. The transactions are accounted for as a
business combination.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions for Form 10-Q and, therefore, do not include
all the information or footnotes necessary for a complete presentation of
financial condition, results of operations and cash flows in conformity with
generally accepted accounting principles. However all adjustments which, in the
opinion of management, are necessary for a fair presentation have been included.
Such adjustments consisted of only normally recurring items.

These condensed financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's latest
annual report on Form 10-K. The results of the three months ended March 31, 2002
are not necessarily indicative of the results to be expected for future periods.

NOTE  B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Earnings per Common Share: Basic earnings per common share is based upon the
-------------------------
weighted average number of common shares outstanding during the period and the
diluted earnings per common share is based upon the weighted average number of
common shares plus the dilutive common equivalent shares outstanding during the
period. Approximately 128,000 anti-dilutive shares are not included in
determining the common equivalent shares outstanding. The following is a
reconciliation of the basic and diluted earnings per common share computations
shown on the face of the accompanying consolidated statements of income (in
thousands, except per share data):

                                       6
<PAGE>

AMERISTEEL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                          March 31,
                                                                   2002               2001
                                                               (unaudited)        (unaudited)
                                                             ---------------   -----------------
<S>                                                          <C>               <C>
  Net income (loss) applicable to common stock                       $ 2,168             $(1,262)

  Weighted average number of common shares
    Outstanding                                                       10,339              10,740
  Dilutive effect of stock option plans                                   27                   -
                                                                     -------             -------
  Weighted average number of common and common
    equivalent shares outstanding                                     10,366              10,740

  Basic EPS:
        Net income (loss) applicable to common stock                 $   .21             $  (.12)
                                                                     -------             -------

  Diluted EPS:
        Net income (loss) applicable to common stock                 $   .21             $  (.12)
                                                                     -------             -------
</TABLE>

Other comprehensive income:  Other comprehensive income represents the
---------------------------
unrealized loss on marketable securities held for sale and the unrealized gain
on hedging financial instruments.

Recent accounting pronouncements: In July 2001, the Financial Accounting
---------------------------------
Standards Board ("FASB") issued SFAS No. 142 "Goodwill and Other Intangible
Assets" (SFAS 142). SFAS 142 provides that goodwill and intangible assets which
have indefinite useful lives will not be amortized but rather will be tested at
least annually for impairment. The provisions of SFAS 142 are effective for
fiscal years beginning after December 15, 2001. At December 31, 2001, the
Company did not have indefinite lived intangible assets other than goodwill and
did not have any intangible assets with definite lives. The Company has adopted
SFAS 142 and will no longer amortize goodwill resulting in improved income from
operations of approximately $1.1 million in the quarter ended March 31, 2002,
and $4.4 million annually, or $.43 per basic common share, in 2002. SFAS 142
prescribes a two-phase process for impairment testing of goodwill. The first
phase, required to be completed by June 30, 2002, screens for impairment while
the second phase (if necessary), required to be completed by December 31, 2002,
measures the impairment. The Company completed its first phase impairment
analysis during the current quarter and found no instances of impairment of its
recorded goodwill; accordingly, the second testing phase, absent future
indications of impairment, is not necessary during 2002.

Derivatives:  The Company has adopted Statement of Financial Accounting
------------
Standards No. 133 (SFAS No. 133), "Accounting for Derivative Instruments and
Hedging Activities", as amended by SFAS 137 and SFAS 138 ("SFAS 133"). SFAS 133
establishes accounting and reporting standards for derivative financial
instruments and requires that derivative instruments be recorded in the balance
sheet as either an asset or liability measured at their fair value. SFAS 133
allows that changes in the derivative fair values that are designated effective
and qualify as cash flow hedges can be deferred and recorded as a component of
accumulated other comprehensive income until the hedged transactions occur and
are recognized in earnings. The ineffective portion of a hedging derivative's
change in fair value will be immediately recognized in earnings. For derivative
instruments that do not qualify as cash flow hedges, SFAS 133 requires that
changes in the derivative fair values be recognized in earnings in the period of
change.

In order to reduce its exposure to interest rate fluctuations, the Company
entered into interest rate swap agreements in August and September 2001 that are
considered cash flow hedges. The interest rate swaps have a notional value of
$55 million with the Company paying a fixed interest rate (ranging between 4.75%
and 5.28%) and receiving a variable interest rate based on three-month LIBOR.
The underlying hedged instruments are specific tranches of LIBOR based revolving
credit and term loan borrowings under the Company's Revolving Credit Agreement.
The Company tests effectiveness of the swaps on a quarterly basis using the
"change in fair value" method prescribed by SFAS 133. Each period, the fair
value of the interest rate swap agreements is

                                       7
<PAGE>

AMERISTEEL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

recorded on the balance sheet. The effective portion of the swap agreements is
deferred in accumulated other comprehensive income until the hedged transaction
occurs and is recognized in income. The ineffective portion of the swap
agreements is recognized in income immediately.

NOTE C -- INVENTORIES

Inventories consist of the following:
  (US$ in thousands)

<TABLE>
<CAPTION>
                                              March 31, 2002      December 31, 2001
                                               (Unaudited)
                                           --------------------  --------------------
<S>                                        <C>                   <C>
      Finished goods                                  $ 89,580              $ 89,798
      Work-in-process                                   12,154                11,839
      Raw materials and operating supplies              41,639                41,258
                                                      --------              --------
                                                      $143,373              $142,895
                                                      --------              --------
</TABLE>

NOTE D -- BORROWINGS

Long-term borrowings consist of the following:
  (US$ in thousands)

<TABLE>
<CAPTION>
                                              March 31, 2002      December 31, 2001
                                               (Unaudited)
                                           --------------------  --------------------
<S>                                        <C>                   <C>
      Term Loan                                       $ 87,500              $ 93,750
      Revolving Credit Agreement                       104,800                80,000
      Industrial Revenue Bonds                          33,195                33,195
      Subsidiary Debt                                    3,797                 3,867
      TVA Loan                                             958                 1,009
      Capital Lease                                         88                   121
                                                      --------              --------
        Total Borrowings                               230,338               211,942
      Less Current Maturities                          (25,569)              (25,598)
                                                      --------              --------
        Total long-term borrowings                    $204,769              $186,344
                                                      --------              --------
</TABLE>

The Company's primary financial obligation outstanding as of March 31, 2002 was
a $285 million credit facility (the "Revolving Credit Agreement") that includes
a $100 million term loan that began amortizing at the rate of 25% per year in
December 2001 and a $185 million revolving loan. It is collateralized by first
priority security interests in substantially all accounts receivable and
inventory of the Company as well as a lien on the Company's Charlotte Mill
property, plant and equipment. Loans under the Revolving Credit Agreement bear
interest at a per annum rate equal to one of several rate options (LIBOR, Fed
Funds, or Prime Rate) based on the facility chosen at the time of borrowing plus
an applicable margin determined by tests of performance from time

                                       8
<PAGE>

AMERISTEEL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

to time. The rate options for the tranches being hedged are always the same. The
effective interest rate on the Revolving Credit Agreement at March 31, 2002 was
approximately 3.8%.

Subsidiary Debt represents a bank loan of ABB secured by its machinery and
equipment. The loan matures in 2011 with amortization payments that began in
July 2001. The loan currently bears interest at the rate of approximately 8.5%
per year with the rate scheduled to reset June 2002 and every three years
thereafter based on prime plus 1%. The Company is a guarantor of the loan.

NOTE E -- ENVIRONMENTAL MATTERS

As the Company is involved in the manufacture of steel, it produces and uses
certain substances that may pose environmental hazards. The principal hazardous
waste generated by current and past operations is Emission Control ("EC") dust,
a residual from the production of steel in electric arc furnaces. Environmental
legislation and regulation at both the federal and state level over EC dust is
subject to change, which may change the cost of compliance. While EC dust is
generated in current production processes, such EC dust is being collected,
handled and disposed of in a manner that management believes meets all current
federal and state environmental regulations. The costs of collection and
disposal of EC dust are being expensed as operating costs when incurred. In
addition, the Company has handled and disposed of EC dust in other manners in
previous years, and is responsible for the remediation of certain sites where
such EC dust was generated and/or disposed.

In April 2001, the Company was notified by the United States Environmental
Protection Agency (the "EPA") of an investigation that may identify the Company
as a potential responsible party in a Superfund Site in Pelham, Georgia. The
Pelham site was a fertilizer manufacturer in operation from 1910 through 1992,
lastly operated by Stoller Chemical Company, a now bankrupt corporation. The
Company objects to its inclusion as a PRP in this site. The EPA has recently
offered a settlement to the named PRPs. Under the settlement offer, the
Company's allocation is approximately $1.8 million. The Company is currently
reviewing the settlement offer and its alternatives.

In July 2001, a small amount of cesium, a radioactive source, was received from
suppliers among scrap material and accidentally melted in the Company's
Jacksonville mill furnace. Appropriate regulatory agencies were immediately
notified and the contaminated material and equipment were confined. No injuries
were reported and the environment was not put at risk due to alarms and
procedures in place at the time. Melt shop activities at the Jacksonville mill
were immediately halted pending cleanup of contaminated material and equipment.
Melt shop operations resumed in early August and cleanup has been completed. The
Company is currently in the process of disposing of incident contaminated
material through regulated means. The incident is an insured loss and therefore
the Company does not anticipate a material impact to its financial position or
results of operations.

In general, the Company's estimate of remediation costs is based on its review
of each site and the nature of the anticipated remediation activities to be
undertaken. The Company's process for estimating such remediation costs includes
determining for each site the expected remediation methods, and the estimated
cost for each step of the remediation. In all such determinations, the Company
employs outside consultants and providers of such remedial services to assist in
making such determinations. Although the ultimate costs associated with the
remediation are not known precisely, the Company estimated the total remaining
costs to be approximately $2.8 million with these costs recorded as a liability
at March 31, 2002, of which the Company expects to pay approximately $1.1
million within one year.

Based on past use of certain technologies and remediation methods by third
parties, evaluation of those technologies and methods by the Company's
consultants and third-party estimates of costs of remediation-related services
provided to the Company or which the Company and its consultants are aware, the
Company and its consultants believe that the Company's cost estimates are
reasonable. Considering the uncertainties inherent in determining the costs
associated with the clean-up of such contamination, including the time periods
over which such costs must be paid, the extent of contribution by parties which
are jointly and severally liable, and the nature and timing of payments

                                       9
<PAGE>

to be made under cost sharing arrangements, there can be no assurance the
ultimate costs of remediation may not be greater or less than the estimated
remediation costs.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Factors That May Affect Operating Results
-----------------------------------------

This report contains certain forward-looking statements that are based on the
beliefs of the Company's management, as well as assumptions made by, and
information currently available to, the Company's management. Such statements
include, among others, (i) the highly cyclical nature and seasonality of the
steel industry, (ii) the fluctuations in the cost and availability of raw
materials, (iii) the possibility of excess production capacity, (iv) global
econometrics and the potential for unfair dumping of imports, (v) the risks
associated with potential acquisitions, (vi) further opportunities for industry
consolidation, (vii) the impact of inflation, (viii) the potential costs of
environmental compliance, and (ix) the fluctuations in the cost of electricity.
Because such statements involve risks and uncertainties, actual actions and
strategies and the timing and expected results thereof may differ materially
from those expressed or implied by such forward-looking statements. The
following presentation of management's discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with
the Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission.

General

The results of operations of the Company are largely dependent on the level of
construction and general economic activity in the U.S. The Company's sales are
seasonal with sales in the June and September quarters generally stronger than
the rest of the year. The Company's cost of sales includes the cost of its
primary raw material, steel scrap, the cost of converting scrap to finished
steel products, the cost of warehousing and handling finished steel products and
freight costs. The following table sets forth information regarding recent
results of operations.

                                       10
<PAGE>

AMERISTEEL CORPORATION
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except per to and per share data)

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                  March 31, 2002    March 31, 2001

                                                    (unaudited)      (unaudited)
                                                  ---------------  ----------------
<S>                                               <C>              <C>
Gross sales                                            $171,579          $159,180
   Cost of sales                                        148,126           141,256
   Cost of sales as percent of net sales                   86.3%             88.7%
   Selling and administrative                             9,376             7,389
   Depreciation                                           6,967             6,837
   Amortization of goodwill                                   -             1,111
   Other operating expense                                  780                 -
                                                       --------          --------
                                                        165,249           156,593
                                                       --------          --------
Income from operations                                    6,330             2,587
   Interest expense                                       2,605             3,840
   Amortization of deferred finance costs                   112               110
                                                       --------          --------
Income (loss) before income taxes                         3,613            (1,363)
Income taxes                                              1,445              (101)
                                                       --------          --------
Net income (loss)                                      $  2,168          $ (1,262)
                                                       --------          --------
EPS - Basic applicable to common stock                 $    .21          $   (.12)
EPS - Diluted applicable to common stock               $    .20          $   (.12)
EBITDA*                                                $ 13,540          $ 10,603
EBITDA margin                                               7.9%              6.7%
Capital expenditures                                      8,705             8,430
Ratio of EBITDA to interest expense                        5.2x              2.8x
EBITDA - (ttm)**                                       $ 69,576          $ 54,741
Ratio of total debt to EBITDA (ttm)                       3.39x             3.49x
Shipped Tons
------------
   Stock rebar                                              173               183
   Merchant bar                                             212               151
   Rods                                                      29                23
                                                       --------          --------
          Subtotal mill finished goods                      414               357
Fabricated rebar                                            105               113
Billets                                                      11                15
                                                       --------          --------
          Total shipped tons                                530               485
                                                       ========          ========
Average Selling Prices ($ Per Ton)
----------------------------------
Mill finished goods
   Stock rebar                                         $    262          $    264
   Merchant bar                                             282               291
   Rods                                                     289               286
                                                       --------          --------
          Average mill finished goods                       267               276
Fabricated rebar                                            424               430
Billets                                                     194               199
   Average mill finished goods prices (per ton)        $    267          $    276
   Average yielded scrap cost (per ton)                      84                87
                                                       --------          --------
   Average metal spread (per ton)                      $    183          $    189
                                                       ========          ========
   Average mill conversion costs (per ton)             $    128          $    127
                                                       ========          ========
</TABLE>

                                       11
<PAGE>

AMERISTEEL CORPORATION
SUMMARY CONSOLIDATED FINANCIAL INFORMATION (CONT.)

<TABLE>
<CAPTION>
                                                          March 31, 2002        March 31, 2001
(US$000s)                                                  (unaudited)            (unaudited)
                                                           -----------            -----------
<S>                                                       <C>                   <C>
Total current assets                                         $235,278               $219,986
Net property, plant & equipment                               304,659                278,614
Total assets                                                  625,908                583,625
Current maturities of LT borrowings                            25,569                 12,819
Total current liabilities                                     111,180                 91,229
Long term borrowings                                          204,769                176,729
Total liabilities                                             386,869                333,646
Shareholders' equity                                          239,039                249,979

Current ratio                                                    2.1x                   2.4x
Debt to capital ratio                                            49.1%                  43.1%
</TABLE>

*EBITDA (earnings before interest taxes depreciation and amortization) excludes
non-cash charges. For the March 2002 period, non-cash charges included property
disposals of $243 and $1,292 in the March 2002 quarter and ttm ended March 31,
2002, respectively, and $2,005 investment write-down in the ttm ended March
2002. For the March 2001 period, non-cash charges included property disposals of
$44 and $320 in the March 2001 quarter and ttm ended March 31, 2001,
respectively, and start-up costs of $2.5 million in the ttm ended March 31, 2001
relating to the Knoxville meltshop.
** ttm = trailing twelve months

The above summary financial data should be read in conjunction with the
Company's Annual Report on Form 10-K as filed with the Securities and Exchange
Commission. Historical results are not necessarily indicative of the results to
be expected for the current year.

                                       12
<PAGE>

Gross Sales: For the three month periods ended March 31, 2002 finished tons
-----------
shipped volume increased while prices declined relative to the same period in
the prior year.  Average selling prices for rebar and merchant products were at
15 year lows primarily as a result of high levels of dumped foreign steel and
the general economic slowdown.  Recent implementation of Section 201 of the
Trade Act of 1974 have resulted in tariffs of 15% on rebar and 30% for merchant
bar and should help stabilize pricing in the coming quarters.  Shipped tons
increased primarily due to the addition of the Cartersville, Georgia mill which
added 53,000 tons over the same quarter last year.

Cost of Sales: Yielded scrap costs, which comprise approximately 34% of the
-------------
Company's cost of sales, averaged $84 per ton and $87 per ton in the three
months ended March 31, 2002 and March 31, 2001, respectively.  The low prices
reflect a combination of factors, including a strong dollar that restricts
exporting scrap and low steel prices in the U.S.  In the three months ended
March 31, 2002, mill conversion costs increased from $127 per ton to $128 per
ton compared to the same period last year due primarily to higher cost products
at the Cartersville mill.  Excluding Cartersville, conversion costs were
approximately $124 per ton.

Selling and Administrative: Selling and administrative expenses for the three
--------------------------
months ended March 31, 2002 were approximately $2.0 million higher than the same
period last year.  Approximately $500,000 was due to consulting fees relating to
strategic development initiatives.  Incentive compensation increased $791,000
due to improved Company performance.  Severance pay increased $135,000 due to
the closing of less efficient fabricating plants in Wilmington, Delaware and St.
Albans, West Virginia in February.  The Company also incurred additional bad
debt charges of $200,000 over the same quarter last year while the acquired
businesses, ABB and Cartersville, resulted in $275,000 additional selling and
administrative expenses.

Other Operating Expense: Other operating expense in the quarter ended March 31,
-----------------------
2002 relates to the closing of the Wilmington and St. Albans fabricating plants.

Interest Expense: Interest expense decreased in the three months ended March 31,
----------------
2002 from the same period in the prior year due to lower interest rates, which
more than offset higher average borrowing resulting from the Cartersville
acquisition.  The Company's debt is primarily variable LIBOR based.

Liquidity and Capital Resources
-------------------------------

Net cash used in operating activities for the three months ended March 31, 2002
was $10.7 million compared to $19.8 million net cash provided by operations for
the same period in the prior year due to increased accounts receivable primarily
as a result of the additional Cartersville volume.  In the three months ended
March 31, 2002, the Company spent a combined $8.7 million related to capital
projects, including $5.2 million to purchase fabricating facilities in the
northeast that had been being leased.  This compared to $8.4 million spent in
the same prior year period.

In February 2001, the Company sold approximately $15 million of common stock and
in March 2001, sold approximately $10 million of newly authorized Series A
preferred stock, in each case to GUSA.  The funds received were used for working
capital purposes, for the reduction of debt, and for the acquisition of American
Bright Bar.  The Company bought back at fair value $5 million in June 2001 and
$5 million in July 2001 of the common stock sold in February 2001.  In October
2001, the Company bought back at fair value the remaining shares issued in
February and March 2001.

The closure of the Wilmington and St. Albans fabricating facilities did not have
a material effect on the cash flows during the quarter.  Total charges relating
to the closures amounted to approximately $780,000 which included severance,
lease buyouts and non-cash charges relating to equipment disposals.

                                       13
<PAGE>

The Company believes that amounts available from operating cash flows and funds
available through its Revolving Credit Agreement will be sufficient to meet its
expected cash needs and planned capital expenditures for the foreseeable future.
The Company continues to comply with all of the covenants of its loan
agreements.

ITEM 3.  QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The interest rates charged on the Company's debt are predominantly variable, the
majority of which is based on LIBOR (London Interbank Offered Rate).  The
Company hedged $55 million of its debt via interest rate swaps that in effect
result in a fixed interest rate on $55 million for a period of four to five
years.  As a result, the Company has reduced its exposure to fluctuations in
interest rates with the result being that approximately 76% of the Company's
debt is subject to changes in interest expense due to fluctuations of interest
rates in the markets.


                          PART II--OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  The following documents are filed as exhibits to this Quarterly
              Report on Form 10-Q:

              None

         (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.

                                   AmeriSteel Corporation


Date: May 9, 2002                   /s/  Phillip E. Casey
                                   ---------------------------------------------
                                   Phillip E. Casey, President and Chief
                                   Executive Officer


Date: May 9, 2002                   /s/  Tom J. Landa
                                   ---------------------------------------------
                                   Tom J. Landa, Vice President, Chief Financial
                                   Officer and Secretary
                                   (Principal Financial Officer); Director

Date: May 9, 2002                   /s/  Robert Powell
                                   ---------------------------------------------
                                   Robert Powell, Corporate Controller
                                   (Principal Accounting Officer)

                                       14