Carbide Graphite Group Inc/DE – ‘NT 10-Q’ for 1/31/01

On:  Monday, 3/19/01, at 4:13pm ET   ·   For:  1/31/01   ·   Accession #:  950128-1-499   ·   File #:  1-15055

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Notice of a Late Filing of a Form 10-Q   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-Q     The Carbide/Graphite Group, Inc.                       4     19K 

NT 10-Q
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 U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 COMMISSION FILE NUMBER: 0-20490

 FORM 12b-25

 NOTIFICATION OF LATE FILING

(CHECK ONE)                                                                     
[ ] FORM 10-K  [ ] FORM 11-K  [ ] FORM 20-F  [X] FORM 10-Q  [ ] FORM N-SAR      

FOR PERIOD ENDED: JANUARY 31, 2001

 [ ] TRANSITION REPORT ON FORM 10-K   [ ] TRANSITION REPORT ON FORM 10-Q
[ ] TRANSITION REPORT ON FORM 20-F   [ ] TRANSITION REPORT ON FORM N-SAR
[ ] TRANSITION REPORT ON FORM 11-K
 FOR THE TRANSITION PERIOD ENDED:___________________________

READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

IF THE NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE, IDENTIFY
THE ITEMS(S) TO WHICH THE NOTIFICATION RELATES:_________________________________

PART I--REGISTRANT INFORMATION

 FULL NAME OF REGISTRANT: THE CARBIDE/GRAPHITE GROUP, INC.
                          --------------------------------

 FORMER NAME IF APPLICABLE: NOT APPLICABLE
                            --------------

ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER):

 ONE GATEWAY CENTER, 19TH FLOOR,
 -------------------------------

CITY, STATE AND ZIP CODE: PITTSBURGH, PA 15222
                           ---------------------

NT 10-Q
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PART II--RULES 12B-25(b) AND (c)                                                

If the subject report could not be filed without unreasonable effort or expense 
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)                                        

         [X]       (a) The reasons described in reasonable detail in Part III of
                   this form could not be eliminated without unreasonable effort
or expense;                               

         [X]       (b) The subject annual report, semi-annual report, transition
            report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
              portion thereof will be filed on or before the fifteenth
            calendar day following the prescribed due date; or the
                 subject quarterly report or transition report on Form 10-Q,
             or portion thereof will be filed on or before the fifth
         calendar day following the prescribed due date; and

       [ ]       (c) The accountant's statement or other exhibit required by
     Rule 12b-25(c) has been attached if applicable.

 PART III--NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,   
N-SAR, or the transition report or portion thereof, could not be filed within   
the prescribed period. (Attach extra sheet if needed).                          

The Carbide/Graphite Group, Inc. (the "Company") and the bank group (the "Bank  
Group") under its $135 million revolving credit facility due December 2003 (the 
"Credit Facility") are finalizing negotiations, including the preparation of    
required documentation, with respect to an amendment (the "Amendment") to amend 
certain covenants included in the Credit Facility. This matter bears directly on
the form and content of the Company's financial statements for its fiscal       
quarter ended January 31, 2001, including the footnotes thereto, as well as the 
disclosures required to be made in the Company's Quarterly Report on Form 10-Q  
for the fiscal quarter ended January 31, 2001. Based on discussions and         
correspondence with the Bank Group, the Company expects that negotiations,      
including the preparation of required documentation, with respect to the        
Amendment will be completed by no later than March 23, 2001. Therefore, the     
Company believes that its Quarterly Report on Form 10-Q for the fiscal quarter  
ended January 31, 2001 will be filed within five days of the prescribed filing  
date. The Company could not have completed the negotiations, including the      
preparation of required documentation, with respect to the Amendment without    
unreasonable effort or expense.                                                 

NT 10-Q
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PART IV--OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this           
notification                                                      

William M. Thalman                         (412) 562-3752         
--------------------------------------------------------------------------------
    (Name)                      (Area Code) (Telephone Number)

(2)    Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company
   Act of 1940 during the preceding 12 months or for such shorter period
    that the registrant was required to file such report(s) been filed? If
the answer is no, identify report(s).                             

[X] Yes   [ ] No                                              

(3)    Is it anticipated that any significant change in results of operations   
      from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?                                                  

[X] Yes   [ ] No                                              

If so: attach an explanation of the anticipated change, both narratively and    
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.                                                  

The Carbide/Graphite Group, Inc.
--------------------------------------------
(Name of Registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned      
thereunto duly authorized.                                                      

Date: March 19, 2001                By: /s/ Walter B. Fowler                    
                      ----------------------
                Walter B. Fowler
                       Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person   
signing the form shall be typed or printed beneath the signature. If the        
statement is signed on behalf of the registrant by an authorized representative 
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.                  

 ATTENTION

Intentional misstatement or omissions of fact constitute federal criminal       
violations (See 18 U.S.C. 1001).                                                

NT 10-Q
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ATTACHMENT

 RESPONSE TO PART IV -- QUESTION 3

The following is a synopsis of the significant change in results of operations  
from the corresponding period for the last fiscal year that will be reflected by
the earnings statements to be included in the Registrant's Form 10-Q for the    
quarter ended January 31, 2001:                                                 

      On March 1, 2001, the Company reported its results for its fiscal second
quarter ended January 31, 2001. Results for the quarter were a loss of $3.6     
million or $0.43 per share, compared to a loss of $4.6 million or $0.55 per     
share in last year's second quarter. Included in this year's results was $1.6   
million in non-cash amortization expense ($1.0 million net of tax, or $0.13 per 
share) associated with common stock warrants issued to the Company's lenders in 
connection with a November 2000 waiver and amendment to its $135 million credit 
facility. For the six months ended January 31, 2001, results were a loss of $5.5
million or $0.65 per share, compared to a loss of $3.7 million or $0.44 per     
share in last year's comparable period.                                         

       Net sales for the second fiscal quarter ended January 31, 2001 were $47.8
million compared to $53.6 million last year. Graphite electrode product sales   
were $36.1 million compared to $41.9 million last year. Sales of graphite       
electrodes declined 27.6% as compared to last year's second quarter, primarily  
as a result of a 25.9% decline in graphite electrode shipments. In addition,    
average graphite electrode prices declined 1.8% as a result of weaker domestic  
prices. Third party needle coke shipments totaled 22.7 thousand tons during the 
current quarter, a 67.3% increase over last year's second quarter. In addition, 
average needle coke prices increased 3.9% over last year's second quarter       
partially reflecting the improvements in needle coke prices obtained for        
calendar 2001. Graphite specialty product sales totaled $4.4 million in the     
quarter ended January 31, 2001, while calcium carbide product sales totaled     
$11.7 million, essentially unchanged from last year's second quarter.           

    Net sales for the six months ended January 31, 2001 were $97.0 million
versus $104.8 million a year ago. Graphite electrode product sales decreased to 
$72.7 million versus $81.6 million a year ago, with the decrease resulting      
primarily from lower shipments and prices for graphite electrodes. Graphite     
electrode shipments during the first half of fiscal 2001 were 45.8 million      
pounds compared to 55.3 million pounds last year, while average prices declined 
4.4%. Needle coke shipments improved to 38.9 thousand tons in the first half of 
fiscal 2001 compared to 27.2 thousand tons a year ago, while average net prices 
increased 1.8% during the current period. Sales of graphite specialty products  
totaled $9.2 million during the six months ended January 31, 2001, essentially  
unchanged from last year's comparable period. Calcium carbide product sales were
$24.3 million during the six months ended January 31, 2001 versus $23.2 million 
last year.                                                                      

During the quarter ended January 31, 2001, the Company's operating
results were a loss of $0.3 million versus a loss of $4.6 million in last year's
comparable quarter. Last year's results were negatively impacted by the         
Company's working capital improvement program. Operating results for the six    
months ended January 31, 2001 were a loss of $1.2 million versus a loss of $1.1 
million for the comparable period a year ago. The Company's operating losses in 
the current quarter and six-month period were primarily the result of the lower 
sales of graphite electrodes, coupled with higher energy and raw material costs.
The average gross cost of decant oil, the primary raw material in the production
of needle coke, was 47.6% higher during the Company's fiscal second quarter     
versus last year's comparable quarter. The Company's hedging program partially  
mitigated the effects of this cost increase. The Company's favorable oil hedge  
positions expired at the end of calendar 2000. Decant oil costs indicative of   
current world petroleum prices will begin to negatively impact the Company's    
results in its fiscal third quarter ending April 30, 2001.                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NT 10-Q’ Filing		Date		First		Last			Other Filings
		4/30/01		4					10-Q,  4
		3/23/01		2
Filed on:		3/19/01		3
		3/1/01		4
For Period End:		1/31/01		1		4			10-Q
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