-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FbrFbKgR9Q3AseJ/cN3WB8qZ8exuWoc+L6eJzI3HSsFSD9jwTOXm80EG0KMIXns2 a+SbiTibXRFFw0iDdX90lQ== 0000950117-05-003187.txt : 20050809 0000950117-05-003187.hdr.sgml : 20050809 20050809145324 ACCESSION NUMBER: 0000950117-05-003187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050809 DATE AS OF CHANGE: 20050809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE RESOURCES INC /NEW/ CENTRAL INDEX KEY: 0001019272 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 223136782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12127 FILM NUMBER: 051009265 BUSINESS ADDRESS: STREET 1: ONE PARKER PLAZA CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 201-944-22 MAIL ADDRESS: STREET 1: ONE PARKER PLAZA CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED TECHNOLOGY USA INC DATE OF NAME CHANGE: 19960720 8-K 1 a40332.txt EMPIRE RESOURCES, INC. UNITED STATES 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): August 9, 2005 EMPIRE RESOURCES, INC. (Exact name of Registrant as specified in charter) DELAWARE (State or other jurisdiction of incorporation) 001-12127 22-3136782 (Commission file number) (IRS employer identification no.) ONE PARKER PLAZA FORT LEE, NJ 07024 (Address of principal executive offices) (201) 944-2200 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if changed since last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition On August 9, 2005, Empire Resources, Inc. (the "Company") issued a press release regarding its financial results for the quarter ended June 30, 2005. The Company's press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference to such filing. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. --------- Exhibit No. Description ----------- ----------- 99.1 Press Release of the Company dated August 9, 2005 relating to its second quarter operating results. 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 hereunto duly authorized. Date: August 9, 2005 EMPIRE RESOURCES, INC. By: /s/ Sandra Kahn ----------------------- Sandra Kahn Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release of the Company dated August 9, 2005 EX-99 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Empire Resources Inc. One Parker Plaza Fort Lee, NJ 07024 FOR IMMEDIATE RELEASE EMPIRE RESOURCES ANNOUNCES SECOND QUARTER OPERATING RESULTS FORT LEE, NJ, August 09, 2005- Empire Resources, Inc. (AMEX:ERS), a distributor of value added, semi-finished aluminum products, today announced net income for the three and six months ended June 30, 2005 of $2,522,000 and $4,746,000 as compared to $1,064,000 and $2,199,000 for the same periods in 2004. Net income for the three and six months ended June 30, 2005 increased to $0.25 and $.48 per share on a fully diluted basis, as compared to $0.11 and $.22 per share on a fully diluted basis for the same period in 2004. Net sales for the three and six months were $89,446,000 and $169,460,000 as compared to $51,605,000 and $105,790,000 for the same periods in 2004. Net sales increased 73% for the three month period and 60% for the six month period as compared to the prior year. Empire Resources, Inc., is a distributor of a wide range of semi-finished aluminum products to customers in the transportation, automotive, housing, appliance and packaging industries in the U.S., Canada, Australia and New Zealand. It maintains supply contracts with aluminum mills in various parts of the world. This press release contains forward-looking statements. Such statements involve various risks that may cause actual results to differ materially. These risks include, but are not limited to, the ability of the company to grow internally or by acquisition and to integrate acquired businesses, not being able to improve operating margins and efficiencies, changing industry and competitive conditions, and other risks referred to in the Company's registration statements and periodic reports filed with the Securities & Exchange Commission Contact: William Spier 212 759-3287 (ext. 101) wspier@empireresources.com (Table Follows) Condensed Consolidated Statements of Income In thousands, except per share amounts
Three Months Ended Six Months Ended June 30, June 30, ---------------------- -------------------- 2005 2004 2005 2004 ---------------------- -------------------- Net sales $ 89,446 $ 51,605 169,460 105,790 Cost of goods sold 82,658 47,782 155,998 98,131 --------- --------- -------- -------- Gross profit 6,788 3,823 13,462 7,659 Selling, general and administrative expenses 1,889 1,829 4,445 3,520 --------- --------- -------- -------- Operating income 4,899 1,994 9,017 4,139 Interest expense 872 274 1,436 573 --------- --------- -------- -------- Income before income taxes 4,027 1,720 7,581 3,566 Income taxes 1,505 656 2,835 1,367 --------- --------- -------- -------- Net income $ 2,522 $ 1,064 4,746 2,199 ========= ========= ======== ======== Weighted average shares outstanding: Basic 9,618 9,553 9,609 9,549 ===== ===== ===== ===== Diluted 9,903 9,903 9,876 9,902 ===== ===== ===== ===== Earnings per share: Basic $0.26 $0.11 $0.49 $0.23 ===== ===== ===== ===== Diluted $0.25 $0.11 $0.48 $0.22 ===== ===== ===== =====
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