CARBIDE GRAPHITE GROUP INC /DE/
8-K, 1997-06-03
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): May 20, 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 May 20, 1997, the  Registrant  released the following  information  with
respect to its results for the quarter and nine months ended April 30, 1997:

THE CARBIDE/GRAPHITE  GROUP, INC. REPORTS EARNINGS OF $0.54 PER SHARE, $0.62 PER
SHARE BEFORE NON-RECURRING CHARGE, IN FISCAL 1997 THIRD QUARTER


     Pittsburgh,  PA - May 20, 1997 - The  Carbide/Graphite  Group, Inc. (NASDAQ
NNM: CGGI) today announced results for its fiscal 1997 third quarter ended April
30, 1997.  Earnings from  continuing  operations for the third quarter were $4.7
million,  or $0.54 per share,  which is  equivalent  to $0.62 per share before a
non-recurring  after-tax charge of $0.7 million for expenses associated with the
retirement  of two  executives  during the quarter.  Last year's  third  quarter
earnings from continuing  operations were $4.0 million,  or $0.46 per share. For
the nine months ended April 30, 1997,  earnings from continuing  operations were
$12.9 million,  or $1.46 per share, versus $10.3 million, or $1.22 per share, in
last year's comparable period.

     Net sales for the  quarter  ended  April 30,  1997 were $74.9  million,  an
increase of 15% over a year ago.  Graphite  electrode product sales increased to
$54.5  million  versus $45.1  million a year ago due to increased  shipments and
selling  prices of  graphite  electrodes  and needle  coke.  Graphite  electrode
shipments during the fiscal 1997 third quarter were 27.6 million pounds compared
to 24.9 million  pounds in last year's fiscal third  quarter,  while  electrodes
prices increased 3% during the current quarter. Needle coke shipments during the
fiscal 1997 third quarter were 17.3 thousand tons compared to 10.4 thousand tons
in last year's  fiscal third  quarter,  while needle coke prices  increased  13%
during the current quarter.  Calcium carbide product sales were $20.4 million in
the fiscal 1997 third quarter versus $20 million last year.

     Net sales for the nine months ended April 30, 1997 were $217.7 million,  an
increase of 13% over a year ago.  Graphite  electrode product sales increased to
$157.8 million versus $132.5 million a year ago.  Graphite  electrode  shipments
during the nine months ended April 30, 1997 were 83 million  pounds  compared to
79 million  pounds in the fiscal  1996  comparable  period,  while  needle  coke
shipments  were 43.7  thousand  tons  compared to 29.2 thousand tons a year ago.
Calcium  carbide  product sales were $59.9 million  during the nine months ended
April 30, 1997 versus $61 million in the fiscal 1996 comparable period.

     During the quarter ended April 30, 1997,  the Company  generated  operating
income of $9.4 million,  despite the $1.1 million pre-tax  non-recurring charge,
versus $8.0 million in last year's third quarter.  Operating income for the nine
months  ended  April 30, 1997 was $26.2  million  versus  $23.1  million for the
comparable  nine-month  period  a year  ago.  Operating  income  in last  year's
nine-month  period included a non-recurring  $1.0 million favorable utility rate
settlement.

     The  Company's  effective tax rate for the quarter ended April 30, 1997 was
37% versus 28% in the prior year comparable  quarter.  Last year's effective tax
rate was unusually  low due to prior period tax benefits  realized in the fiscal
1996 third quarter.

     Walter Fowler,  Chairman and Chief Executive Officer,  commented,  "Product
demand  within the  graphite  segment  increased  during the third  quarter with
needle coke shipments up 16% over the preceding quarter and 67% over last year's
third quarter.  Graphite electrode  shipments were strong during the quarter, up
11% over last  year's  third  quarter  and are now up 5% on a year to date basis
over last year.  Higher prices also contributed to increased  graphite  revenues
with  needle  coke  prices up 13% and  electrode  prices up 3%  compared to last
year's third  quarter.  Compared to the first two  quarters of fiscal 1997,  the
calcium  carbide  business  operating  profit  improved  as a result of a strong
production  quarter with both of our carbide  facilities running at capacity for
most of the  quarter,  and a small  increase  in  sales.  Over the next  several
quarters,  we will  continue to focus on our  strategy of adding  value  through
investing in our production facilities, including the completion of our graphite
electrode  modernization  program  and  the  initial  work  on the  $28  million
Longitudinal graphitizing project announced in April."

     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:

<TABLE>
<CAPTION>

                        The Carbide/Graphite Group, Inc.
               (in thousands, except share and per share amounts)

                                                           Quarter ended              Nine Months ended
                                                             April 30,                    April 30,
                                                   -----------------------------------------------------------
                                                        1997           1996           1997          1996
                                                   -----------------------------------------------------------
                                                                          (Unaudited)

<S>                                                <C>            <C>            <C>            <C>

   Net sales .....................................        $74,923        $65,174       $217,720      $193,486
   Cost of goods sold ............................         60,644         53,478        178,371       159,930
   Selling, general and administrative ...........          3,417          3,119         10,845         9,268
   Other compensation ............................            318            588          1,232         1,474
   Early retirement/severance charges (A) ........          1,100             --          1,100            --
   Other (income) expense ........................             --             24             --          (253)
                                                   -----------------------------------------------------------
        Operating income .........................          9,444          7,965         26,172        23,067
   Special financing expenses (B) ................             --            286             --           889
   Interest expense, net  ........................          1,902          2,148          6,099         6,989
                                                   -----------------------------------------------------------
        Income before income taxes  ..............          7,542          5,531         20,073        15,189
   Provision for income taxes  ...................          2,794          1,551          7,181         4,857
                                                   -----------------------------------------------------------
        Income from continuing operations  .......          4,748          3,980         12,892        10,332
   Extraordinary loss, net of tax benefit (C) ....             --            (67)             --       (2,000)
                                                   -----------------------------------------------------------
            Net Income ...........................         $4,748         $3,913       $12,892         $8,332
                                                   ============================================ --------------

   Earnings Per Share Information:
   Weighted average common and
      common equivalent shares  ..................      8,824,924      8,699,653      8,806,969     8,496,116
   Income from continuing operations .............          $0.54          $0.46          $1.46         $1.22
   Net income ....................................          $0.54          $0.45          $1.46         $0.98

</TABLE>
<TABLE>
<CAPTION>

   Balance Sheet Summary:                          April 30, 1997  July 31, 1996 April 30, 1996
                                                   --------------------------------------------
   (Unaudited, except July 31, 1996 amounts)
<S>                                                <C>             <C>           <C>

   Cash & cash equivalents (D)....................        $24,760        $26,724        $28,682
   Total assets   ................................        227,835        212,870        205,820
   Long-term debt   ..............................         81,763         81,763         84,284
   Stockholders' equity ..........................         90,661         74,808         69,430

</TABLE>

     (A)    Represents  non-recurring expenses associated with the retirement of
            two executives of the Company.
     (B)    Represents  accounting,  legal,  printing and other fees  associated
            with the Company's public offerings of its common stock.
     (C)    Represents  premiums  paid and the  write-off of deferred  financing
            costs associated with the repurchase of Senior Notes.
     (D)    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/  Walter B. Fowler
                                                      Walter B. Fowler
                                                   Chief Executive Officer
Dated:  June 3, 1997



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