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 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 May 10, 2013 issued by the registrant.
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KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Registrant)
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Date: May 10, 2013
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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 May 10, 2013 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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·
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decreased shipment volumes of wire rod due to weakened demand,
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·
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increased shipment volumes of fabricated wire products due to strong demand and market share gained during 2012,
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·
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lower margin on wire rod, industrial wire and bar due to competitive pressures and resulting lower average selling prices and customers’ postponing purchases in anticipation of lower ferrous scrap market prices in the immediate future,
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·
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better margin on fabricated wire products and mesh primarily due to a favorable change in product mix,
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·
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production inefficiencies due to certain unplanned repairs to Keystone’s steel mill production equipment as well as lower wire rod production and frequent wire rod production changes as a result of low demand, and
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·
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increased costs associated with continued efforts to optimize production operations at one of Keystone’s segments.
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Three months ended
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||||||||
March 31, | ||||||||
2012
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2013
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|||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Expected operating income
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$ | 12,326 | $ | 11,162 | ||||
Expected defined benefit pension credit
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(1,899 | ) | (3,696 | ) | ||||
Expected OPEB credit
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(1,577 | ) | (1,674 | ) | ||||
Expected operating income before pension and OPEB
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$ | 8,850 | $ | 5,792 |
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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 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 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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||||||||
March 31,
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||||||||
2012
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2013
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|||||||
(unaudited) | ||||||||
Net sales
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$ | 153,293 | $ | 142,774 | ||||
Cost of goods sold
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(137,220 | ) | (130,213 | ) | ||||
Gross margin
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$ | 16,073 | $ | 12,561 | ||||
Operating income
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$ | 12,326 | $ | 11,162 | ||||
Income before income taxes
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$ | 11,689 | $ | 10,892 | ||||
Provision for income taxes
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(4,424 | ) | (4,225 | ) | ||||
Net income
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$ | 7,265 | $ | 6,667 | ||||
Basic and diluted net income per share
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$ | 0.60 | $ | 0.55 | ||||
Basic and diluted weighted average
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||||||||
shares outstanding
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12,102 | 12,102 |
Three months ended
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||||||||
March 31,
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||||||||
2012
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2013
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|||||||
(unaudited) | ||||||||
Other Operating Data:
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||||||||
Shipments (000 tons):
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||||||||
Wire rod
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100 | 96 | ||||||
Fabricated wire products
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29 | 31 | ||||||
Industrial wire
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17 | 17 | ||||||
Wire mesh
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12 | 11 | ||||||
Bar
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6 | 7 | ||||||
Coiled rebar
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(1) | 2 | ||||||
Total
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164 | 164 | ||||||
(1) Less than 1,000 tons
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||||||||
Per-ton selling prices:
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||||||||
Wire rod
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$ | 745 | $ | 677 | ||||
Fabricated wire products
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1,336 | 1,299 | ||||||
Industrial wire
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1,032 | 957 | ||||||
Wire mesh
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1,047 | 1,023 | ||||||
Bar
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1,068 | 943 | ||||||
Coiled rebar
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793 | 701 | ||||||
Weighted average of all products in total
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914 | 860 | ||||||
Average per-ton ferrous scrap cost of goods sold
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$ | 382 | $ | 332 | ||||
Other Financial Data:
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||||||||
Capital expenditures
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$ | 2,307 | $ | 2,559 | ||||
Depreciation and amortization
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2,875 | 2,899 |
As of March 31,
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||||||||
2012
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2013
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|||||||
(unaudited) | ||||||||
Balance Sheet Data:
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||||||||
Working capital
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$ | 86,315 | $ | 96,633 | ||||
Property, plant and equipment, net
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91,417 | 92,787 | ||||||
Total assets
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356,695 | 388,168 | ||||||
Total debt
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53,475 | 48,258 | ||||||
Stockholders' equity
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160,978 | 185,437 |