1-12001 25-1792394
------------------------ --------------------------------
(Commission File Number) (IRS Employer Identification No.)
1000 PPG Place, Pittsburgh, Pennsylvania 15222-5479
------------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)
|
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))
(a) On October 20, 2004, Allegheny Technologies Incorporated issued
a press release with respect to its third quarter 2004 financial results. A copy
of this press release is attached as Exhibit 99.1 and is being furnished, not
filed, under Item 2.02 of this Current Report on Form 8-K.
(c) Exhibits
Exhibit 99.1 Press release dated October 20, 2004
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.
Exhibit 99.1 Press Release dated October 20, 2004 (filed herewith).
By: /s/ Jon D. Walton
-----------------------------------------
Jon D. Walton
Executive Vice President, Human Resources,
Chief Legal and Compliance Officer
Dated: October 20, 2004
Allegheny Technologies Announces Third Quarter Results
PITTSBURGH--(BUSINESS WIRE)--Oct. 20, 2004--Allegheny Technologies Incorporated (NYSE:ATI)
Allegheny Technologies Incorporated (NYSE:ATI) reported net income of $8.6 million, or $0.09 per share, on sales of $730.6 million for the third quarter ended September 30, 2004. Results included a LIFO (last-in, first-out) inventory valuation reserve charge of $8.5 million, primarily due to continued increases in raw material costs. Retirement benefit expense was $24.8 million in the quarter. Third quarter 2004 results do not include an income tax provision or benefit as a result of a deferred tax valuation allowance recorded in the fourth quarter 2003.
In the third quarter 2003, ATI reported a net loss of $28.8 million, or $(0.36) per share, on sales of $482.6 million. Results included net non-recurring special charges of $3.0 million, or $(0.04) per share, a LIFO inventory valuation reserve charge of $10.5 million, and retirement benefit expense of $33.5 million.
Results for the nine months ended September 30, 2004, were a loss of $15.2 million, or $(0.18) per share, on sales of $1,954.9 million, compared to a net loss of $81.9 million, or $(1.01) per share, on sales of $1,453.0 million for the first nine months of 2003. Nine months 2004 results include a LIFO inventory valuation reserve charge of $82.7 million, retirement benefit expense of $94.8 million, and a $40.4 million, or $0.48 per share, special gain related to actions taken to control certain retiree medical costs, net of costs related to the new ATI Allegheny Ludlum labor agreement and the J&L asset acquisition.
Nine months 2003 results included an income tax benefit of $48.5 million, or $0.60 per share, special charges of $3.0 million, or $(0.04) per share, a $1.3 million, or $(0.02) per share, charge for the cumulative effect of change in accounting principle, a LIFO inventory valuation reserve charge of $22.8 million, and retirement benefit expense of $101.7 million.
"We made important strides in the third quarter to transition ATI to profitability," said Pat Hassey, ATI's Chairman, President and Chief Executive Officer. "In our Flat-Rolled Products segment, the integration of our recently acquired stainless steel assets in Midland, PA and Louisville, OH is progressing very well and the new capabilities exceed our original expectations. The second new electric arc furnace at our Brackenridge, PA melt shop started up ahead of plan. The first group of retirements under the new Allegheny Ludlum labor agreement occurred in the quarter.
"In our High Performance Metals segment, we commissioned our high performance metals long products rolling mill in Richburg, SC on October 11th. We believe the timing is right since we see further indications that we are at the beginning of a recovery in the commercial aerospace cycle.
"ATI sales of $731 million increased significantly in all three of our business segments compared to the third quarter 2003. Operating profit also increased in each of our segments.
"During the third quarter, our Flat-Rolled Products segment began to show the benefits of the strategic transformation of our stainless steel business. With our new capabilities, total shipments set an all-time record of over 170,000 tons. Sales increased by 80% compared to the same period last year. More importantly, operating profit exceeded $26 million as a result of increased shipments, improved demand, price restoration actions and cost reductions.
"In our High Performance Metals segment, shipments of our premium titanium
alloys increased by 7% compared to last year's third quarter. Demand for our
high performance metals remained strong for military and commercial aerospace
spare parts. In addition, demand improved from the OEM market and we are encouraged
by build forecasts for the next few years in terms of the number and size
of aircraft as well as increased high performance metals content. Our exotic
alloys business continued to perform well. Demand remained strong from the
government and medical markets, and from corrosion markets, particularly in
Asia.
"Sales in our Engineered Products segment increased as a result of improved
demand from several key markets such as oil and gas, mining, transportation
and wind energy, as well as a pickup in overall manufacturing demand.
"The effects of the ATI Business System and our ongoing cost reductions were apparent in the third quarter. Operating profit as a percentage of sales improved to 7%. Managed working capital as a percent of annualized sales improved to just over 26% at the end of the quarter compared to nearly 31% at the end of 2003. We achieved $103 million of cost reductions, before the effects of inflation, in the first nine months of 2004 and have already nearly reached our $104 million cost reduction goal for the full year 2004.
"In addition, we began to make progress toward achieving the previously announced $200 million of cost structure improvements and synergies from the J&L asset acquisition and new labor agreement at ATI Allegheny Ludlum.
"During the third quarter, we improved our balance sheet. We received net cash proceeds of $230 million from our public offering. We made a $50 million voluntary cash contribution to our U.S. pension plan to improve the plan's funded position. Net cash flow from operations for the first nine months of 2004 was $58 million, excluding the voluntary pension contribution. Cash flow from operations is impressive since we invested nearly $148 million in cash for increased managed working capital, excluding the effect of the J&L asset acquisition, as business conditions improved. Cash outlays for net capital investments, acquisitions and debt repayments totaled $52 million in the first nine months of 2004. Cash on hand at the end of the quarter was $263 million and we continued to have no cash borrowings under our secured domestic credit facility.
"Looking at the fourth quarter 2004, we expect our operating performance, before any LIFO inventory valuation reserve charge, to be similar to the third quarter 2004, mainly due to seasonal inventory management actions by customers. Current raw materials price volatility makes it difficult to forecast the fourth quarter 2004 LIFO inventory valuation reserve. Iron scrap prices are at an all-time high and nickel prices on the LME have recently been unusually volatile. At recent raw materials prices, our fourth quarter 2004 LIFO inventory valuation reserve charge could be in the range of $15 to $20 million higher than the third quarter 2004. On a cash basis, volatile raw materials costs are mostly neutralized by our raw materials surcharge and index pricing mechanisms.
"We see 2004 as a year in which we accomplish a transition to profitability. We see encouraging signs that the recovery that began earlier this year in most of our capital goods markets, including commercial aerospace, should continue in 2005. We believe the strategies that we put in place in 2004 are working and have positioned ATI for significantly better earnings performance in 2005."
Three Months Ended Nine Months Ended
September 30 September 30
In Millions
--------------------------------------
2004 2003 2004 2003
-------- --------- --------- ---------
Sales $730.6 $482.6 $1,954.9 $1,453.0
Net income (loss) $ 8.6 $(28.8) $ (15.2) $ (81.9)
Special gain (charge), net - $ (3.0) $ 40.4 $ (3.0)
Cumulative effect of change in
accounting principle - - - $ (1.3)
Net income (loss) excluding
special gain (charge) and
before cumulative effect of
change in accounting principle $ 8.6 $(25.8) $ (55.6) $ (77.6)
Per Diluted Share
--------------------------------------
Net income (loss) $ 0.09 $(0.36) $ (0.18) $ (1.01)
Special gain (charge), net - $(0.04) $ 0.48 $ (0.04)
Cumulative effect of change in
accounting principle - - - $ (0.02)
Net income (loss) excluding
special gain (charge) and
before cumulative effect of
change in accounting principle $ 0.09 $(0.32) $ (0.66) $ (0.95)
Third quarter 2004 compared to third quarter 2003
Third quarter 2004 compared to third quarter 2003
Third quarter 2004 compared to third quarter 2003
The adoption of Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143") resulted in an after-tax charge of $1.3 million, or $(0.02) per share in the 2003 first quarter. This charge is reported as a cumulative effect of change in accounting principle.
Allegheny Technologies will conduct a conference call with investors and analysts on October 20, 2004, at 1 p.m. ET to discuss the financial results. The conference call will be broadcast live on www.alleghenytechnologies.com. To access the broadcast, click on "Third Quarter Conference Call". In addition, the conference call will be available through the CCBN website, located at www.ccbn.com.
This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as "anticipates," "believes," "estimates," "expects," "would," "should," "will," "will likely result," "forecast," "outlook," "projects," and similar expressions. Forward-looking statements are based on management's current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to materially differ from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty materials; (b) material adverse changes in the markets we serve, including the commercial aerospace, construction and mining, automotive, electrical energy, chemical process industry/oil and gas, and other markets; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management, including those anticipated from the integration of acquired businesses, whether due to significant increases in energy, raw materials or employee benefits costs or other factors; (d) volatility of prices and availability of supply of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) significant legal proceedings or investigations adverse to us; and (g) the other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2003, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004, and other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements. Allegheny Technologies Incorporated (NYSE:ATI) is one of the largest and most diversified specialty materials producers in the world, with revenues of approximately $2.4 billion during the 12-month period ending September 30, 2004. The Company has approximately 9,000 full time employees world-wide and its talented people use innovative technologies to offer growing global markets a wide range of specialty materials. High-value products include nickel-based and cobalt-based alloys and superalloys, titanium and titanium alloys, specialty steels, super stainless steel, exotic alloys, which include zirconium, hafnium and niobium, tungsten materials, and highly engineered strip and Precision Rolled Strip(R) products. In addition, we produce commodity specialty materials such as stainless steel sheet and plate, silicon and tool steels, and forgings and castings. The Allegheny Technologies website can be found at www.alleghenytechnologies.com.
Allegheny Technologies Incorporated and Subsidiaries
Consolidated Statements of Operations
(Unaudited - Dollars in millions, except per share amounts)
Three Months Ended Nine Months Ended
September 30 September 30
------------------ ------------------
2004 2003 2004 2003
-------- --------- --------- --------
Sales $730.6 $482.6 $1,954.9 $1,453.0
Costs and expenses:
Cost of sales 653.7 464.4 1,815.0 1,399.4
Selling and administrative
expenses 56.8 60.3 168.3 161.4
Curtailment (gain), net of
restructuring costs - 1.2 (40.4) 1.2
-------- -------- --------- ---------
Income (loss) before interest,
other expense and income taxes 20.1 (43.3) 12.0 (109.0)
Interest expense, net (9.3) (4.1) (25.3) (19.9)
Other expense, net (2.2) (0.9) (1.9) (0.2)
-------- -------- --------- ---------
Income (loss) before income tax
benefit and cumulative effect of
change in accounting principle 8.6 (48.3) (15.2) (129.1)
Income tax benefit - (19.5) - (48.5)
-------- -------- --------- ---------
Net income (loss) before
cumulative effect of change
in accounting principle 8.6 (28.8) (15.2) (80.6)
Cumulative effect of change in
accounting principle - - - (1.3)
-------- -------- --------- ---------
Net income (loss) $8.6 $(28.8) $(15.2) $(81.9)
======== ======== ========= =========
Basic net income (loss) per
common share before cumulative
effect of change in
accounting principle $0.10 $(0.36) $(0.18) $(0.99)
Cumulative effect of change in
accounting principle - - - (0.02)
-------- -------- --------- ---------
Basic net income (loss) per
common share $0.10 $(0.36) $(0.18) $(1.01)
======== ======== ========= =========
Diluted net income (loss) per
common share before cumulative
effect of change in accounting
principle $0.09 $(0.36) $(0.18) $(0.99)
Cumulative effect of changein
accounting principle - - - (0.02)
-------- -------- --------- ---------
Diluted net income (loss) per
common share $0.09 $(0.36) $(0.18) $(1.01)
======== ======== ========= =========
Weighted average common shares
outstanding -- basic (millions) 89.9 81.1 83.7 80.9
Weighted average common shares
outstanding -- diluted (millions) 94.1 81.1 83.7 80.9
Actual common shares outstanding--
end of period (millions) 95.5 80.7 95.5 80.7
|
Allegheny Technologies Incorporated and Subsidiaries
Sales and Operating Profit (Loss) by Business Segment
(Unaudited - Dollars in millions)
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -------------------
2004 2003 2004 2003
--------- -------- --------- ---------
Sales:
Flat-Rolled Products $465.5 $258.9 $1,174.3 $774.9
High Performance Metals 192.5 162.3 563.7 490.1
Engineered Products 72.6 61.4 216.9 188.0
--------- -------- --------- ---------
Total External Sales $730.6 $482.6 $1,954.9 $1,453.0
========= ======== ========= =========
Operating Profit (Loss):
Flat-Rolled Products $26.7 $(4.9) $35.7 $(12.4)
% of Sales 5.7% -1.9% 3.0% -1.6%
High Performance Metals 21.4 9.5 41.8 29.4
% of Sales 11.1% 5.9% 7.4% 6.0%
Engineered Products 5.2 1.2 14.5 6.2
% of Sales 7.2% 2.0% 6.7% 3.3%
--------- -------- --------- ---------
Operating Profit 53.3 5.8 92.0 23.2
% of Sales 7.3% 1.2% 4.7% 1.6%
Corporate expenses (7.4) (4.1) (21.9) (14.2)
Interest expense, net (9.3) (4.1) (25.3) (19.9)
--------- -------- --------- ---------
Subtotal 36.6 (2.4) 44.8 (10.9)
Curtailment gain, net of
restructuring costs - - 40.4 -
Management transition and
restructuring costs - (8.6) - (8.6)
Other expenses, net of gains
on asset sales (3.2) (3.8) (5.6) (7.9)
Retirement benefit expense (24.8) (33.5) (94.8) (101.7)
--------- -------- --------- ---------
Income (loss) before
income taxes $8.6 $(48.3) $(15.2) $(129.1)
========= ======== ========= =========
|
Allegheny Technologies Incorporated and Subsidiaries
Consolidated Balance Sheets
(Current period unaudited--Dollars in millions)
September 30, December 31,
2004 2003
------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $262.6 $79.6
Accounts receivable, net of allowances for
doubtful accounts of $11.2 and $10.2 at
September 30, 2004 and December 31, 2003,
respectively 365.2 248.8
Inventories, net 460.8 359.7
Income tax refunds receivable - 7.2
Prepaid expenses and other current assets 31.0 48.0
------------- ------------
Total current assets 1,119.6 743.3
Property, plant and equipment, net 727.2 711.1
Cost in excess of net assets acquired 204.6 198.4
Deferred pension asset 144.0 144.0
Deferred income taxes 34.3 34.3
Other assets 59.2 53.8
------------- ------------
Total Assets $2,288.9 $1,884.9
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $259.1 $172.3
Accrued liabilities 218.7 194.6
Short-term debt and current portion
of long-term debt 33.9 27.8
------------- ------------
Total current liabilities 511.7 394.7
Long-term debt 557.3 504.3
Accrued postretirement benefits 473.8 507.2
Pension liabilities 248.2 220.6
Other long-term liabilities 107.6 83.4
------------- ------------
Total liabilities 1,898.6 1,710.2
------------- ------------
Total stockholders' equity 390.3 174.7
------------- ------------
Total Liabilities and Stockholders' Equity $2,288.9 $1,884.9
============= ============
|
Allegheny Technologies Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited--Dollars in millions)
Nine Months Ended
September 30
------------------
2004 2003
--------- --------
Operating Activities:
Net loss $(15.2) $(81.9)
Cumulative effect of change in accounting
principle - 1.3
Non-cash curtailment gain and restructuring
charges, net (45.6) -
Depreciation and amortization 56.4 55.7
Deferred income taxes - (40.7)
Pension contribution (50.0) -
Change in pension assets/liabilities 51.9 66.0
Income tax refunds receivable - (17.1)
Income tax refunds received 7.2 48.5
Change in managed working capital (147.7) (36.2)
Postretirement benefits 20.0 8.7
Accrued liabilities and other (a) 131.5 47.8
--------- --------
Cash provided by operating activities 8.5 52.1
--------- --------
Investing Activities:
Purchases of property, plant and equipment (39.5) (51.5)
Acquisition of business (7.5) -
Asset disposals and other 0.5 4.5
--------- --------
Cash used in investing activities (46.5) (47.0)
--------- --------
Financing Activities:
Net increase (decrease) in debt (5.6) 13.3
Interest rate swap termination 1.5 15.3
Issuance of common stock 229.7 -
Dividends paid (9.7) (14.6)
Exercises of stock options 5.1 -
--------- --------
Cash provided by financing activities 221.0 14.0
--------- --------
Increase in cash and cash equivalents 183.0 19.1
Cash and cash equivalents at beginning of period 79.6 59.4
--------- --------
Cash and cash equivalents at end of period $262.6 $78.5
========= ========
|
(a) Includes LIFO inventory valuation reserves of $82.7 million and $22.8 million for the nine months ended September 30, 2004 and 2003, respectively, which are excluded from managed working capital.
Supplemental non-cash investing and financing activities
On June 1, 2004, the Company acquired substantially all of the assets of J&L Specialty Steel, LLC for consideration of $67.2 million. Cash paid at closing was $7.5 million, with promissory notes payable to the seller of $59.7 million.
Allegheny Technologies Incorporated and Subsidiaries
Selected Financial Data
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
2004 2003 2004 2003
--------- -------- -------- --------
Volume:
Flat-Rolled Products (finished
tons) 170,181 119,564 428,926 359,082
--------- -------- -------- --------
Commodity 129,184 86,519 309,038 257,348
High value 40,997 33,045 119,888 101,734
High Performance Metals
(000's lbs.)
Nickel-based and
specialty steel alloys 8,227 8,965 25,815 27,114
Titanium mill products 5,130 4,813 15,809 14,045
Exotic alloys 912 1,052 3,179 3,144
Average Prices:
Flat-Rolled Products (per
finished ton) $2,732 $2,165 $2,736 $2,156
Commodity $2,198 $1,570 $2,141 $1,561
High value $4,418 $3,722 $4,268 $3,660
High Performance Metals (per
lb.)
Nickel-based and specialty
steel alloys $9.09 $6.44 $8.30 $6.54
Titanium mill products $12.53 $11.05 $11.70 $11.68
Exotic alloys $46.12 $38.16 $40.86 $38.01
|
Allegheny Technologies Incorporated and Subsidiaries
Other Financial Information
Managed Working Capital
(Unaudited - Dollars in millions)
September 30, December 31,
2004 2003
------------- ------------
Accounts receivable $365.2 $248.8
Inventory 460.8 359.7
Accounts payable (259.1) (172.3)
------------- ------------
Subtotal 566.9 436.2
Allowance for doubtful accounts 11.2 10.2
LIFO reserve 194.4 111.7
Corporate and other 24.5 17.4
------------- ------------
Managed working capital $797.0 $575.5
============= ============
Annualized prior 2 months sales $3,026.0 $1,874.0
============= ============
Managed working capital as a
% of annualized sales 26.3% 30.7%
September 30, 2004 change in managed
working capital $221.5
Acquisition of J&L managed working capital (73.8)
-------------
Net change in managed working capital $147.7
=============
|
As part of managing the liquidity in our business, we focus on controlling managed working capital, which is defined as gross accounts receivable and gross inventories, less accounts payable. In measuring performance in controlling this managed working capital, we exclude the effects of LIFO inventory valuation reserves, excess and obsolete inventory reserves, and reserves for uncollectible accounts receivable which, due to their nature, are managed separately.
Allegheny Technologies Incorporated and Subsidiaries
Other Financial Information
Net Debt to Capital
(Unaudited - Dollars in millions)
September 30, December 31,
2004 2003
------------- ------------
Total debt $591.2 $532.1
Less: Cash (262.6) (79.6)
------------- ------------
Net debt $328.6 $452.5
Net debt $328.6 $452.5
Stockholders' equity 390.3 174.7
------------- ------------
Total capital $718.9 $627.2
Net debt to capital ratio 45.7% 72.1%
============= ============
|
In managing the overall capital structure of the Company, one of the measures on which we focus is net debt to total capitalization, which is the percentage of debt to the total invested and borrowed capital of the Company. In determining this measure, debt and total capitalization are net of cash on hand which may be available to reduce borrowings.
CONTACT:
Allegheny Technologies Incorporated
Dan L. Greenfield, 412-394-3004