Delaware
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1-3919
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37-0364250
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5430 LBJ Freeway, Suite 1740, Dallas, Texas
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75240-2697
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 260.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition.
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Item 7.01
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Regulation FD Disclosure.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Item No.
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Exhibit Index
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99.1
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Press Release dated March 15, 2012 issued by the registrant.
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KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Registrant)
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Date: March 15, 2012
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By: /s/ Bert E. Downing, Jr.
Bert E. Downing, Jr.
Vice President, Chief Financial Officer, Corporate Controller and Treasurer
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Exhibit No
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Description
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99.1
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Press release dated March 15, 2012 issued by Keystone Consolidated Industries, Inc.
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Keystone Consolidated Industries, Inc.
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CONTACT:
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5430 LBJ Freeway, Suite 1740
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Bert E. Downing, Jr.
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Dallas, Texas 75240-2697
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Vice President and Chief Financial Officer
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(972) 458-0028
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(972) 458-0028
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Three months ended
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Year ended
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|||||||||||||||
December 31,
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December 31,
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|||||||||||||||
2010
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2011
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2010
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2011
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|||||||||||||
(restated)(1)
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(restated)(1)
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|||||||||||||||
(In thousands)
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||||||||||||||||
Operating income (loss) as reported
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$ | (3,607 | ) | $ | 9,676 | $ | 21,885 | $ | 51,568 | |||||||
Defined benefit pension credit
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(1,022 | ) | (10,138 | ) | (4,654 | ) | (24,388 | ) | ||||||||
OPEB credit
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(1,229 | ) | (1,901 | ) | (5,258 | ) | (5,799 | ) | ||||||||
Operating income (loss) before pension and OPEB
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$ | (5,858 | ) | $ | (2,363 | ) | $ | 11,973 | $ | 21,381 |
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(1) At the end of 2011, certain Keystone segments changed their method for productive inventory costing from LIFO to FIFO or average cost. As required by GAAP, the Company retroactively restated their financial statements for prior periods to reflect this change in accounting. See Keystone’s 2011 Annual Report on Form-10K for the impact of this restatement.
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·
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increased shipment volumes,
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·
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a higher margin between selling prices and raw material costs,
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·
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higher insurance costs, and
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·
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increased accrued incentive compensation expense due to improved profitability.
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·
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Future supply and demand for Keystone’s products (including cyclicality thereof),
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·
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Customer inventory levels,
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·
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Changes in raw material and other operating costs (such as ferrous scrap and energy),
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·
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Availability of raw materials,
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·
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The possibility of labor disruptions,
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·
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General global economic and political conditions,
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·
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Competitive products (including low-priced imports) and substitute products,
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·
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Customer and competitor strategies,
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·
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The impact of pricing and production decisions,
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·
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Environmental matters (such as those requiring emission and discharge standards for existing and new facilities),
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·
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Government regulations and possible changes thereof,
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·
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Significant increases in the cost of providing medical coverage to employees,
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·
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The ultimate resolution of pending litigation and U.S. Environmental Protection Agency investigations,
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·
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International trade policies of the United States and certain foreign countries,
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·
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Operating interruptions (including, but not limited to, labor disputes, fires, explosions, unscheduled or unplanned downtime, supply disruptions and transportation interruptions),
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·
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The Company’s ability to renew or refinance credit facilities,
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·
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The ability of the Company’s customers to obtain adequate credit,
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·
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Any possible future litigation, and
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·
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Other risks and uncertainties as discussed in the Company’s filings with the SEC.
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·
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The Company discloses operating income (loss) before pension and OPEB expense or credits, which is used by the Company’s management to assess its performance. The Company believes disclosure of operating income (loss) before pension and OPEB expense or credits provides useful information to investors because it allows investors to analyze the performance of the Company’s operations in the same way the Company’s management assesses performance.
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Three months ended
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Year ended
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|||||||||||||||
December 31,
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December 31,
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|||||||||||||||
2010
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2011
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2010
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2011
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|||||||||||||
(restated)(1)
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(restated)(1)
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|||||||||||||||
(unaudited)
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||||||||||||||||
Net sales
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$ | 102,424 | $ | 132,894 | $ | 450,745 | $ | 563,985 | ||||||||
Cost of goods sold
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(102,692 | ) | (129,846 | ) | (417,918 | ) | (520,015 | ) | ||||||||
Gross margin (loss)
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$ | (268 | ) | $ | 3,048 | $ | 32,827 | $ | 43,970 | |||||||
Operating income (loss)
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$ | (3,607 | ) | $ | 9,676 | $ | 21,885 | $ | 51,568 | |||||||
Income (loss) before income taxes
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$ | (3,538 | ) | $ | 9,418 | $ | 20,659 | $ | 51,049 | |||||||
Income tax benefit (expense)
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656 | (3,805 | ) | (8,645 | ) | (20,838 | ) | |||||||||
Net income (loss)
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$ | (2,882 | ) | $ | 5,613 | $ | 12,014 | $ | 30,211 | |||||||
Basic and diluted net income (loss) per share
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$ | (0.24 | ) | $ | 0.46 | $ | 0.99 | $ | 2.50 | |||||||
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||||||||||||||||
Basic and diluted weighted average shares outstanding
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$ | 12,102 | 12,102 | 12,102 | 12,102 |
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(1) At the end of 2011, certain Keystone segments changed their method for productive inventory costing from LIFO to FIFO or average cost. As required by GAAP, the Company retroactively restated their financial statements for prior periods to reflect this change in accounting. See Keystone’s 2011 Annual Report on Form-10K for the impact of this restatement.
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