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 8, 2012
CALGON CARBON CORPORATION |
(Exact name of registrant as specified in its charter) |
Delaware |
1-10776 |
25-0530110 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
P.O. Box 717, Pittsburgh, PA 15230-0717 |
15230-0717 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (412) 787-6700
(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 communications 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 8, 2012, Calgon Carbon Corporation issued a Press Release announcing its results for the second fiscal quarter ended June 30, 2012 and certain other information that is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following Exhibit 99.1 is being furnished pursuant to Item 601 of Regulation S-K and General Instruction B2 to this Form 8-K:
Exhibit No. | Description | |
99.1 | Press Release dated August 8, 2012 |
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.
CALGON CARBON CORPORATION |
|
(Registrant) | |
Date: August 8, 2012 |
/s/ Richard D. Rose |
(Signature) |
|
Richard D. Rose |
|
Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Calgon Carbon Reports 2012 Second Quarter Results
Q2 2012 results versus Q2 2011 results:
PITTSBURGH--(BUSINESS WIRE)--August 8, 2012--Calgon Carbon Corporation (NYSE: CCC) reported results for the second quarter ended June 30, 2012.
The company reported net sales of $148.4 million for the second quarter of 2012, a $13.1 million, or 9.7% increase over the second quarter of 2011. Currency exchange had a $3.1 million negative effect on sales for the second quarter of 2012 due to the stronger dollar.
Net income for the second quarter of 2012 was $10.9 million versus $11.3 million for the comparable period of 2011. Net income for the second quarter of 2011 included a $1.3 million reduction in the estimate to complete a remediation project at one of the company’s production facilities. On a fully diluted basis, net income per common share for the second quarter of 2012 was $0.19 as compared to $0.20 for the second quarter of 2011.
For the second quarter of 2012, sales for the Activated Carbon and Service segment increased 4.0%, as compared to the second quarter of 2011. The increase was primarily due to higher demand for certain activated carbon and service products in the potable water market and higher pricing on activated carbon products for the metals recovery market.
Equipment sales for the second quarter of 2012 increased 70.3% versus the comparable period in 2011, primarily due to higher revenue recognition from ballast water treatment systems. For the second quarter of 2012, Consumer sales were comparable to the second quarter of 2011.
For the second quarter of 2012, net sales less the cost of products sold as a percentage of net sales was 31.0% versus 32.8% for the second quarter of 2011. The decline resulted primarily from higher coal and plant maintenance costs. Results for the second quarter of 2011 included a $1.3 million charge related to a discontinued product line in the company’s Consumer segment.
Selling, administrative and research expenses for the second quarter of 2012 were $23.1 million as compared to $22.5 million for the second quarter of 2011. The increase was principally due to expenses related to the testing of new activated carbon products. Selling, administrative and research expenses as a percentage of sales improved to 15.6% for the second quarter of 2012 versus 16.6% for the second quarter of 2011.
Calgon Carbon’s board of directors did not declare a quarterly dividend.
Net sales for the six months ended June 30, 2012, were $285.0 million, a $25.3 million, or a 9.8%, increase over the comparable period in 2011. Currency translation had a $3.3 million negative impact on sales for the first half of 2012 due to the stronger dollar.
Net income for the six months ended June 30, 2012, was $18.6 million versus $19.8 million for the comparable period of 2011. Fully diluted net income per common share for the first half of 2012 was $0.33. Fully diluted net income per common share for the first half of 2011 was $0.35.
Randy Dearth, Calgon Carbon’s president and chief executive officer, commented on the results, “Calgon Carbon is a company with strong fundamentals and unprecedented opportunities as a provider of environmental solutions. Several factors, including the global economic slowdown, rising raw material and maintenance costs, and delays in implementation of environmental regulations, have created a challenging business environment for the company. In response, Calgon Carbon’s management has initiated a program which, I believe, will result in annual cost savings in excess of $10 million.”
“As I assume leadership of the company, my first priority will be to fully implement this cost reduction program as quickly as possible. I am also committed to identifying additional initiatives that will further strengthen the company’s competitive position. I believe that these efforts should result in significant and sustained earnings growth.”
For more information about Calgon Carbon’s leading activated carbon and ultraviolet technology solutions for municipalities and industries, visit www.calgoncarbon.com.
Calgon Carbon Corporation, headquartered in Pittsburgh, Pennsylvania, is a global leader in services and solutions for making water and air safer and cleaner.
This news release contains historical information and forward-looking statements. Forward-looking statements typically contain words such as “expect,” “believe,” “estimate,” “anticipate,” or similar words indicating that future outcomes are uncertain. Statements looking forward in time, including statements regarding future growth and profitability, price increases, cost savings, broader product lines, enhanced competitive posture and acquisitions, are included in the company’s most recent Annual Report pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the company’s actual results in future periods to be materially different from any future performance suggested herein. Further, the company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the company’s control. Some of the factors that could affect future performance of the company are higher energy and raw material costs, costs of imports and related tariffs, labor relations, capital and environmental requirements, changes in foreign currency exchange rates, borrowing restrictions, validity of patents and other intellectual property, and pension costs. In the context of the forward-looking information provided in this news release, please refer to the discussions of risk factors and other information detailed in, as well as the other information contained in the company’s most recent Annual Report.
Calgon Carbon Corporation | ||||||||||||||||
Condensed Consolidated Statement of Income | ||||||||||||||||
(Dollars in thousands except per share data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Quarter Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net Sales | $ | 148,403 | $ | 135,298 | $ | 285,011 | $ | 259,678 | ||||||||
Cost of Products Sold | 102,456 | 90,864 | 196,282 | 173,853 | ||||||||||||
Depreciation and Amortization | 6,442 | 5,655 | 12,955 | 11,195 | ||||||||||||
Selling, Administrative & Research | 23,092 | 22,499 | 47,038 | 44,831 | ||||||||||||
Environmental and Litigation | (172 | ) | (1,135 | ) | (19 | ) | (956 | ) | ||||||||
131,818 | 117,883 | 256,256 | 228,923 | |||||||||||||
Income from Operations | 16,585 | 17,415 | 28,755 | 30,755 | ||||||||||||
Interest Income (Expense) - Net | 17 | 58 | 10 | 103 | ||||||||||||
Other Income (Expense) - Net | (513 | ) | (46 | ) | (764 | ) | (236 | ) | ||||||||
Income Before Income Tax Provision | 16,089 | 17,427 | 28,001 | 30,622 | ||||||||||||
Income Tax Provision | 5,205 | 6,136 | 9,379 | 10,854 | ||||||||||||
Net Income | $ | 10,884 | $ | 11,291 | $ | 18,622 | $ | 19,768 | ||||||||
Net Income per Common Share | ||||||||||||||||
Basic | $ | .19 | $ | .20 | $ | .33 | $ | .35 | ||||||||
Diluted | $ | .19 | $ | .20 | $ | .33 | $ | .35 | ||||||||
Weighted Average Shares Outstanding (Thousands) |
||||||||||||||||
Basic | 56,639 | 56,188 | 56,576 | 56,156 | ||||||||||||
Diluted | 57,190 | 57,054 | 57,157 | 56,974 | ||||||||||||
Calgon Carbon Corporation |
||||||||||||||
Segment Data: |
||||||||||||||
Segment Sales |
2Q12 | 2Q11 | YTD 2012 | YTD 2011 | ||||||||||
Activated Carbon and Service | 126,353 | 121,522 | 243,590 | 234,406 | ||||||||||
Equipment | 19,887 | 11,681 | 36,005 | 20,798 | ||||||||||
Consumer | 2,163 | 2,095 | 5,416 | 4,474 | ||||||||||
Total Sales (thousands) | $ | 148,403 | $ | 135,298 | $ | 285,011 | $ | 259,678 | ||||||
Segment | ||||||||||||||
Operating Income (loss)* |
2Q12 | 2Q11 | YTD 2012 | YTD 2011 | ||||||||||
Activated Carbon and Service | 20,526 | 24,890 | 37,829 | 43,957 | ||||||||||
Equipment | 1,999 | (484 | ) | 2,531 | (866 | ) | ||||||||
Consumer | 502 | (1,336 | ) | 1,350 | (1,141 | ) | ||||||||
Income from Operations (thousands) | $ | 23,027 | $ | 23,070 | $ | 41,710 | $ | 41,950 | ||||||
*Before depreciation and amortization. The 2011 quarter and year to date periods include a $1.3 million charge related to a discontinued product line in the Consumer Segment as well as a $1.3 million reduction in an environmental liability in the Activated Carbon and Service segment. |
Calgon Carbon Corporation |
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Condensed Consolidated Balance Sheet |
||||||
(Dollars in thousands) |
||||||
(Unaudited) | ||||||
June 30, | December 31, | |||||
2012 | 2011 | |||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 16,575 | $ | 13,574 | ||
Restricted cash | 1,106 | 1,152 | ||||
Receivables | 102,426 | 102,540 | ||||
Inventories | 118,297 | 118,348 | ||||
Other current assets | 45,728 | 42,327 | ||||
Total current assets | 284,132 | 277,941 | ||||
Property, plant and equipment, net | 253,791 | 234,549 | ||||
Other assets | 40,438 | 40,500 | ||||
Total assets | $ | 578,361 | $ | 552,990 | ||
Liabilities and Shareholders' Equity | ||||||
Current liabilities: | ||||||
Short-term debt | $ | 35,065 | $ | 22,894 | ||
Current portion of long-term debt | 2,572 | 3,372 | ||||
Other current liabilities | 87,553 | 89,721 | ||||
Total current liabilities | 125,190 | 115,987 | ||||
Long-term debt | 284 | 1,103 | ||||
Other liabilities | 58,331 | 58,783 | ||||
Total liabilities | 183,805 | 175,873 | ||||
Total shareholders' equity | 394,556 | 377,117 | ||||
Total liabilities and shareholders' equity |
$ | 578,361 | $ | 552,990 |
CONTACT:
Calgon Carbon Corporation
Gail A. Gerono, 412-787-6795
www.calgoncarbon.com