CARBIDE GRAPHITE GROUP INC /DE/
8-K, 1997-02-19
ELECTRICAL INDUSTRIAL APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 13, 1997




                        THE CARBIDE/GRAPHITE GROUP, INC.

        Delaware                    0-20490                    25-1575609
(State of Incorporation)    (Commission File Number)          (IRS Employer
                                                           Identification Code)


                         One Gateway Center, 19th Floor
                                 Pittsburgh, PA
                                      15222
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (412) 562-3700





<PAGE>

Item 1 through Item 4 Not applicable.

Item 5 -- Other Events

     On February 13, 1997,  the  Registrant  released the following  information
with  respect to its results for the  quarter and six months  ended  January 31,
1997:

     Pittsburgh,  PA - February  13,  1997 - The  Carbide/Graphite  Group,  Inc.
(NASDAQ NNM:  CGGI) today  announced  results for its fiscal 1997 second quarter
ended  January 31, 1997.  Earnings  from  continuing  operations  for the second
quarter  were a record  $4.6  million,  or $0.53 per share,  compared  with $3.7
million, or $0.43 per share, in the fiscal 1996 second quarter, a 23.3% increase
in earnings per share.  Fiscal  1996's  second  quarter  included  non-recurring
income  which  increased  last  year's  results by $0.07 per share.  For the six
months ended January 31, 1997,  earnings from  continuing  operations  were $8.1
million, or $0.93 per share,  compared with $6.4 million, or $0.76 per share, in
the six months ended January 31, 1996, a 22.4% increase.

     Net sales for the quarter  ended  January 31, 1997 were $75.1  million,  an
increase  of  16.5%  over a year ago and a  quarterly  record  for the  Company.
Graphite electrode product sales increased to $55.0 million versus $44.1 million
a year ago due to increased  shipments and selling prices of graphite electrodes
and needle  coke.  Graphite  electrode  shipments  during the fiscal 1997 second
quarter were 28.6 million  pounds  versus 27.6 million  pounds in the prior year
comparable  quarter, a 3.5% increase.  The net price for graphite  electrodes in
the fiscal 1997 second  quarter  increased  7.1% over the prior year  comparable
quarter.  Calcium  carbide  product  sales were $20.1 million in the fiscal 1997
second quarter versus $20.4 million last year.  Calcium  carbide  shipments were
40.6  thousand  tons,  a 2.1%  decrease  from a year ago due to  lower  pipeline
acetylene demand.

     Net sales for the six months ended January 31, 1997 were $142.8 million, an
increase of 11.3% over a year ago. Graphite electrode product sales increased to
$103.3 million  versus $87.4 million a year ago.  Graphite  electrode  shipments
during the first half of fiscal 1997 were 55.4 million  pounds  compared to 54.2
million pounds in fiscal 1996.  Calcium carbide product sales were $39.5 million
during the six months  ended  January 31, 1997  versus  $41.0  million in fiscal
1996.

     During the quarter ended January 31, 1997, the Company generated  operating
income of $9.2 million versus $7.8 million in last year's second  quarter.  Last
year's operating income included a non-recurring  $1.0 million favorable utility
rate settlement.  Operating income for the six months ended January 31, 1997 was
$16.7 million  versus $15.1 million for the comparable  six-month  period a year
ago.

     Nicholas  Kaiser,  Chairman and Chief Executive  Officer,  commented,  "The
combination of strong  domestic  electrode  sales in advance of the recent price
increase  and  increased  levels  of needle  coke  production  since the  August
maintenance turnaround contributed to the record results. Needle coke production
continues  to run at levels  about 15%  higher  than last  year,  and demand for
needle coke and graphite  electrodes  remains high. We expect graphite electrode
shipments to return to normal levels in the third quarter."

     The  Carbide/Graphite  Group, Inc. is a leading  manufacturer of industrial
graphite and calcium  carbide  products  with  manufacturing  facilities  in St.
Marys,  Pennsylvania;  Niagara Falls, New York;  Louisville,  Kentucky;  Calvert
City, Kentucky; and Seadrift, Texas.

     Note: This news release may contain  forward looking  statements as defined
in the Private  Securities  Litigation Reform Act of 1995. Actual future results
and trends could differ  materially  from those set forth in such statements due
to various  factors.  Such factors include the possibility that increased demand
or  prices  for the  Company's  products  may not  occur or  continue,  changing
economic and competitive conditions, technological developments, and other risks
and  uncertainties,  including those detailed in the Company's  filings with the
Securities and Exchange Commission.

     Details regarding the Company's operating results follow:

                                   (Continue)



<PAGE>

                        The Carbide/Graphite Group, Inc.
               (in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
                                                          Quarter ended                Six Months ended
                                                           January 31,                   January 31,
                                                   ----------------------------- -----------------------------
                                                       1997           1996           1997           1996
                                                   -------------- -------------- -------------- --------------
<S>                                                <C>            <C>            <C>            <C>    
                                                                          (Unaudited)
   Net sales ....................................        $75,081        $64,436       $142,797       $128,312
   Cost of goods sold ...........................         61,827         53,235        117,727        106,452
   Selling, general and administrative ..........          3,407          2,980          7,428          6,149
   Other compensation ...........................            647            361            914            886
   Other (income) expense .......................             --             26             --          (277)
                                                   -------------- -------------- -------------- --------------
        Operating income ........................          9,200          7,834         16,728         15,102
   Special financing expenses (A) ...............             --             --             --            603
   Interest expense, net  .......................          2,092          2,230          4,197          4,841
                                                   -------------- -------------- -------------- --------------
        Income before income taxes  .............          7,108          5,604         12,531          9,658
   Provision for income taxes  ..................          2,487          1,911          4,387          3,306
                                                   -------------- -------------- -------------- --------------
        Income from continuing operations  ......          4,621          3,693          8,144          6,352
   Extraordinary loss, net of tax benefit (B) ...             --        (1,105)             --        (1,933)
                                                   ============== ============== ============== ==============
             Net income .........................         $4,621         $2,588         $8,144         $4,419
                                                   ============== ============== ============== ==============

   Earnings Per Share Information:
   Weighted average common and
      common equivalent shares  .................      8,797,471      8,661,462      8,789,349      8,400,892
   Income from continuing operations ............          $0.53          $0.43          $0.93          $0.76
   Net income ...................................          $0.53          $0.30          $0.93          $0.53

</TABLE>
<TABLE>
<CAPTION>

                                                    January 31,   July 31, 1996   January 31,
   Balance Sheet Summary:                              1997                          1996
                                                   -------------- -------------- --------------
  (Unaudited, except July 31, 1996 amounts)
<S>                                                <C>            <C>            <C>   
   Cash & cash equivalents (C)...................        $26,724        $26,724        $26,962
   Total assets   ...............................        219,493        212,870        200,646
   Long-term debt   .............................         81,763         81,763         85,245
   Stockholders' equity .........................         85,153         74,808         62,272
</TABLE>


     A    Represents accounting,  legal, printing and other fees associated with
          the Company's initial public offering of its common stock.
     B    Represents premiums paid and the write-off of deferred financing costs
          associated with the repurchase of Senior Notes.
     C    Includes short-term investments.

                                      # # #



Item 6 through Item 8 Not applicable.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the following hereunto duly authorized.

                                               The Carbide/Graphite Group, Inc.

                                                  /s/  Nicholas T. Kaiser
                                                      Nicholas T. Kaiser
                                                   Chief Executive Officer
Dated:  February 19, 1997



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