EXHIBIT 99.1
CONTACT: Robert K. Hynes
Monica Burrows
(212) 355-5200
RELEASE DATE: November 12, 2003
FOR IMMEDIATE RELEASE
WHX ANNOUNCES 2003 THIRD QUARTER RESULTS
New York - WHX Corporation (NYSE: WHX)
WHX today reported a net loss of $142.6 million, on sales of $83.3
million, for the third quarter of 2003 compared to a net loss of $1.4 million,
on sales of $105.2 million, in the same period in 2002. The 2003 results include
a $48.1 million non-cash pension curtailment and special termination benefit
charge related to the consummation of a Chapter 11 Plan of Reorganization (the
"POR") for Wheeling-Pittsburgh Corporation and its debtor affiliates
(collectively, the "WPC Group"), and a non-cash goodwill impairment charge of
$89.0 million. After deducting the preferred dividend requirement, basic and
diluted loss per common share was $27.38 for the third quarter of 2003 compared
with basic and diluted loss per common share of $1.17 for the third quarter of
2002. Included in the 2002 results is income from discontinued operations of
$14.0 million, or $2.62 per basic and diluted share.
As previously announced, a Chapter 11 POR for WPC Group was
consummated on August 1, 2003. The POR had been confirmed by the United States
Bankruptcy Court for the Northern District of Ohio on June 18, 2003. Among other
things, as a result of the consummation of the POR, each member of the WPC Group
is no longer a subsidiary of WHX Corporation.
THIRD QUARTER OPERATING RESULTS
Sales in the third quarter of 2003 were $83.3 million compared with
$105.2 million in 2002. Sales decreased by $22.1 million at the Precious Metal
Segment and by $2.1 million at the Wire & Tubing Segment. These sales declines
are primarily related to the closure of several facilities in 2002. Sales
increased by $2.4 million at the Engineered Materials Segment due to new
products and market share gains in this segment's fastener business, partially
offset by a sales decline in this segment's electro-galvanizing business.
For the third quarter of 2003, operating income was a loss of $132.7
million, compared to a loss of $11.2 million in the third quarter of 2002.
Operating income from the Precious Metal segment decreased by $48.8 million from
operating income of $2.1 million in the third quarter of 2002 to a loss of $46.7
million in the third quarter of 2003. The 2003 operating results for this
segment include a $50.5 million goodwill impairment charge, a $3.0 million gain
from the liquidation of certain precious metal inventory, a $3.0 million gain on
insurance proceeds, and a $2.2 write down of property held for sale. Operating
income at the Wire & Tubing segment declined by $27.8 million from a loss of
$12.4 million in 2002 to a loss of $40.2 million in 2003. The 2003 operating
results for this segment include a $38.5 million goodwill impairment charge. The
2002 quarter includes a $5.0 million restructuring charge and write downs of
$7.4 million for excess and slow moving inventory. The balance of the decline in
2003 in operating income is due to increased raw material costs and lower
selling prices associated with this segment's refrigeration business and lower
margins in the stainless steel tubing markets. Operating income at the
Engineered Materials segment increased by $0.5 million from $3.5 million in 2002
to $4.0 million in 2003. The increase in operating income is due to increased
sales in this segment's fastener business, partially offset by a decline in
sales in the construction and appliance markets in this segment's
electro-galvanizing business.
Unallocated corporate expenses decreased from $4.5 million to $1.6
million. This decrease is related to a decrease in net pension expense of $3.4
million partially offset by increased insurance expense. The decrease in pension
expense is primarily related to the reduction in active participants as a result
of the POR.
LIQUIDITY AND CAPITAL
At September 30, 2003, total liquidity, comprising cash and funds
available under bank credit arrangements, totaled $71.7 million. At September
30, 2003, funds available under credit arrangements totaled $20.7 million. The
Handy & Harman ("H&H") senior secured credit facility includes a revolving
credit facility that matures on July 31, 2004 and a term loan that matures on
March 31, 2004. In addition, H&H has certain other debt obligations that also
mature in 2004. The total debt maturing in 2004 amounts to $42.3 million. It is
the Company's intention to refinance the secured bank loan facilities and
certain other debt obligations prior to their scheduled maturities. Although the
Company believes it will successfully refinance such obligations, there can be
no assurance that such refinancing will be obtained.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, general economic conditions, the ability of the Company to market
and sell its products, and the effects of competition and pricing. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate, and therefore, there
cannot be assurance that any forward-looking statements included in this press
release will prove to be accurate. In light of the significant uncertainties
inherent in any forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.
CONFERENCE CALL
The Company has decided to discontinue the practice of holding
quarterly conference calls.
WHX CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
2003 2002 2003 2002
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(in thousands - except per-share)
Net sales $ 83,269 $ 105,153 $ 247,788 $ 307,135
Cost of goods sold 66,440 90,878 200,520 252,099
--------- --------- --------- ---------
Gross profit 16,829 14,275 47,268 55,036
Selling, general and administrative expenses 12,420 20,473 55,178 54,904
Pension - curtailment and special termination benefit 48,102 -- 48,102 --
Goodwill impairment charge 89,000 -- 89,000 --
Restructuring charges -- 5,038 -- 15,738
--------- --------- --------- ---------
Loss from operations (132,693) (11,236) (145,012) (15,606)
--------- --------- --------- ---------
Other:
Interest expense 4,537 6,135 14,457 21,475
Gain on disposition of WPC 534 -- 534 --
Gain on early retirement of debt -- 253 2,999 40,488
Other income (expense) 842 (6,381) 1,030 (6,705)
--------- --------- --------- ---------
Loss from continuing operations before taxes (135,854) (23,499) (154,906) (3,298)
Tax provision (benefit) 6,711 (8,130) 565 (12,074)
--------- --------- --------- ---------
Income (loss) from continuing operations (142,565) (15,369) (155,471) 8,776
Discontinued operations:
Income from discontinued operation - net of tax
2,258 -- 10,601
Gain on sale - net of tax of $6,725 -- 11,747 -- 11,747
--------- --------- --------- ---------
Income (loss) before cumulative effect of an
accounting change (142,565) (1,364) (155,471) 31,124
Cumulative effect of an accounting change -- -- -- (44,000)
--------- --------- --------- ---------
Net loss $(142,565) $ (1,364) $(155,471) $ (12,876)
========= ========= ========= =========
Dividend requirement for preferred stock $ 4,856 $ 4,856 $ 14,568 $ 14,368
========= ========= ========= =========
Net loss applicable to common stock $(147,421) $ (6,220) $(170,039) $ (27,244)
========= ========= ========= =========
Basic and diluted per share of common stock
Loss from continuing operations - net of preferred dividends $ (27.38) $ (3.79) $ (31.75) $ (1.05)
Income from discontinued operation -- 2.62 -- 4.20
Cumulative effect of an accounting change -- -- -- (8.27)
--------- --------- --------- ---------
Net loss per share $ (27.38) $ (1.17) $ (31.75) $ (5.12)
========= ========= ========= =========
WHX CORPORATION
BUSINESS SEGMENT INFORMATION
(in thousands) Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
2003(a) 2002 2003(a) 2002
--------- ---------- --------- ---------
Revenue
Precious Metal $ 19,547 $ 41,663 $ 63,266 $ 119,326
Wire & Tubing 29,371 31,510 92,278 101,651
Engineered Materials 34,351 31,980 92,244 86,158
--------- --------- --------- ---------
Consolidated revenue $ 83,269 $ 105,153 $ 247,788 $ 307,135
========= ========= ========= =========
Segment operating income
Precious Metal $ (46,682) $ 2,137 $ (48,058) $ (4,033)
Wire & Tubing (40,236) (12,408) (40,802) (8,269)
Engineered Materials 3,967 3,510 7,488 9,904
--------- --------- --------- ---------
(82,951) (6,761) (81,372) (2,398)
--------- --------- --------- ---------
Unallocated corporate expenses 1,640 4,475 15,538 13,208
Pension - curtailment and special termination benefits 48,102 -- 48,102 --
--------- --------- --------- ---------
Operating loss (132,693) (11,236) (145,012) (15,606)
Interest expense 4,537 6,135 14,457 21,475
Gain on disposition of WPC 534 -- 534 --
Gain on early retirement of debt -- 253 2,999 40,488
Other income (expense) 842 (6,381) 1,030 (6,705)
--------- --------- --------- ---------
Loss before taxes, discontinued operations
and cumulative effect of an accounting change (135,854) (23,499) (154,906) (3,298)
Income tax expense (benefit) 6,711 (8,130) 565 (12,074)
Income from discontinued operations - net of tax -- 2,258 10,601
Gain on sale of Unimast - net of tax of $6,725 -- 11,747 -- 11,747
--------- --------- --------- ---------
Loss before cumulative effect of an
accounting change (142,565) (1,364) (155,471) 31,124
Cumulative effect of an accounting change - net of tax -- -- -- (44,000)
--------- --------- --------- ---------
Net loss $(142,565) $ (1,364) $(155,471) $ (12,876)
========= ========= ========= =========
(a) Segment operating income includes a third quarter 2003 $89.0 million
non-cash goodwill impairment charge relating to the following businesses; $50.5
million Precious Metal, $38.5 Wire & Tubing.
