8-K

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): May 4, 2006

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32483	61-1109077
(State or Other Jurisdiction	(Commission	(IRS Employer Identification No.)
of Incorporation)	File Number)
7140 Office Circle, Evansville, IN		47715
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (812) 962-5000

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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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 May 3, 2006, Accuride Corporation issued a press release announcing its financial results for the fiscal quarter ended March 31, 2006.  A copy of this press release, including information concerning forward-looking statements and factors that may affect future results, is attached hereto as Exhibit 99.1.  This press release is being furnished, not filed, under Item 2.02 in this Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits

(d)           Exhibits

99.1     Press Release of Accuride Corporation, dated May 3, 2006.

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SIGNATURE

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.

	ACCURIDE CORPORATION
Date: May 4, 2006	/s/ John R. Murphy
	John R. Murphy
	President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated May 3, 2006, entitled “Accuride Corporation Reports First Quarter Results for 2006.”

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EX-99.1

Exhibit 99.1

Investor Relations Contact:	Dave Armstrong
Phone:	(812) 962-5059
Media Contact:	Eva Schmitz
Phone:	(812) 962-5011

FOR IMMEDIATE RELEASE

Accuride Corporation Reports First Quarter Results for 2006

Revenue increased by 10.1% on a pro forma basis to $359.9 million

EBITDA increased by 15.7% on a pro forma basis to $54.5 million

Net income rises to $20.0 million

EVANSVILLE, Ind. — May 3, 2006 — Accuride Corporation (NYSE: ACW) today announced net sales of $359.9 million for the first quarter ended March 31, 2006.  This compares to net sales of $272.6 million for the first quarter of 2005.  Net income was $20.0 million, or $0.58 per diluted share, for the quarter compared to $0.2 million, or $0.01 per diluted share, for the first quarter of 2005.  The results reflect continuing strength in the commercial vehicle industry, with Class 5-8 truck and trailer builds up 7.0% over the prior year, and the acquisition of Transportation Technologies Industries, Inc. (“TTI”) on January 31, 2005.

Pro Forma Results for the Acquisition of TTI

The Company’s net sales were $359.9 million for the first quarter of 2006 compared to pro forma net sales of $326.9 million for the first quarter of the prior year, an increase of 10.1%. Pro forma results for the first quarter of 2005 give effect to the Company’s acquisition of TTI and related financings as if these events occurred on January 1, 2005.

Adjusted EBITDA was $54.5 million for the first quarter of 2006 compared to pro forma Adjusted EBITDA of $47.1 million for the prior year, an increase of 15.7%.  The purpose and reconciliation of Adjusted EBITDA for the Company to the most directly comparable GAAP measure is set forth in the accompanying schedules.

Net income was $20.0 million, or $0.58 per diluted share, for the first quarter of 2006 compared to the pro forma net income of $1.5 million, or $0.06 per diluted share, for the first quarter of 2005.  Net income for the first quarter of 2006 includes pre-tax cost of $0.1 million related to SFAS No. 123(R), Share-Based Payment.  Pro forma net income for first quarter of 2005 includes pre-tax costs of $19.4 million in refinancing costs and loss on extinguishment of debt and $1.8 million in other non-operating/non-recurring items.

Liquidity and Cash Flow

At March 31, 2006, the Company had $25.4 million of cash and $697.7 million of total debt for net debt of $672.3 million, which increased as anticipated by $23.0 million in the first quarter.  For the first quarter of 2006, cash used from operating activities was $17.3 million and capital expenditures totaled $6.5 million, resulting in negative free cash flow of $23.8 million.

Review and Outlook

“We are pleased with the results for the quarter as revenue and EBITDA remained strong due to record production levels by our customers and continued operational improvements from our components business,” said Terry Keating, Accuride’s CEO.  “For the remainder of the calendar year, we expect revenue to be driven by strong market demand, but we expect to experience some margin pressure from rising raw material costs.”

The Company will conduct a conference call to review its first quarter results and preview the remainder of 2006 on Thursday, May 4, 2006, at 2:30 p.m. CST.  The phone number to access the conference call is (800) 659-1966 in the United States, or (617) 614-2711 internationally, access code 38785153.  A replay will be available beginning May 4, 2006, at 4:30 p.m. CST, through May 11, 2006, by calling (888) 286-8010 in the United States, or (617) 801-6888 internationally, access code 14487230.  The financial results for the three-month period ended March 31, 2006, will be also archived at http://www.accuridecorp.com.

Accuride Corporation is one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America.  Accuride’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components.  Accuride’s products are marketed under its brand names, which include Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion.  For more information, visit Accuride’s website at http://www.accuridecorp.com.

Forward-looking statements

Statements contained in this news release that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations, hopes, beliefs and intentions on strategies regarding the future and statements related to the effect of the TTI acquisition on Accuride’s future results.  It is important to note that the Company’s actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including but not limited to, the ability to successfully integrate the above described acquisition, market demand in the commercial vehicle industry, general economic, business and financing conditions, labor relations, governmental action, competitor pricing activity, expense volatility and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings.  Accuride assumes no obligation to update the information included in this release.

The unaudited pro forma consolidated statement of operations has been adjusted to give effect to acquisition of TTI and related financings as if these events occurred on January 1, 2005.  The unaudited pro forma financial data is for informational purposes only and do not purport to present what our results of operations and financial condition would have been had the acquisition and related financing actually occurred on these earlier dates, nor do they project our results of operations for any future period or our financial condition in the future.  In addition, the pro forma adjustments, as described herein, may differ from preliminary estimates when the respective transactions occur or the purchase accounting analysis is complete.

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	Historical Results						Pro Forma Results(1)
	Three Months Ended March 31,						Three Months Ended March 31,
	2006			2005(2)			2006			2005(3)
NET SALES	$	359,925		$	272,616		$	359,925		$	326,946
COST OF GOODS SOLD	303,911			229,733			303,911			278,543
GROSS PROFIT	56,014			42,883			56,014			48,403
OPERATING EXPENSES:
Selling, General & Administrative	13,689			11,976			13,689			14,786
INCOME FROM OPERATIONS	42,325			30,907			42,325			33,617
OTHER INCOME (EXPENSE:)
Interest Income	49			81			49			81
Interest (Expense)	(11,679		)	(12,548		)	(11,679		)	(13,331		)
Refinancing Costs and Loss on extinguishment of debt	—			(19,438		)	—			(19,438		)
Equity in Earnings of Affiliates	215			179			215			179
Other Income, Net	602			(134		)	602			(138		)
INCOME (LOSS BEFORE INCOME TAXES)	31,512			(953		)	31,512			970
INCOME TAX PROVISION (BENEFIT)	11,477			(1,141		)	11,477			(520		)
NET INCOME	$	20,035		$	188		$	20,035		$	1,490
Weighted average common shares outstanding - Basic	33,982			19,968			33,982			22,623
Basic income per share	$	0.59		$	0.01		$	0.59		$	0.07
Weighted average common shares outstanding - Diluted	34,526			20,676			34,526			23,331
Diluted income per share	$	0.58		$	0.01		$	0.58		$	0.06

Note:

1)Pro forma results have been adjusted to give effect to the acquisition of TTI and related financings as if these events occurred on January 1, 2005.

2)Certain amounts in the first quarter of 2005 consolidated financial statements have been reclassified to conform to the 2006 presentation. Included in these reclassifications are certain costs totaling $3.4 million for the three months ended March 31, 2005 that have been reclassified from selling, general, and administrative expenses to cost of goods sold.  These reclassifications do not have any impact on net income and are immaterial to the consolidated statements of income.

3)Certain amounts in the first quarter of 2005 pro forma consolidated financial statements have been reclassified to conform to the 2006 presentation. Included in these reclassifications are certain costs totaling $5.0 million for the three months ended March 31, 2005 that have been reclassified from selling, general, and administrative expenses to cost of goods sold.  These reclassifications do not have any impact on pro forma net income and are immaterial to the pro forma consolidated statements of income.

ACCURIDE CORPORATION

CONSOLIDATED ADJUSTED EBITDA

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	Historical Results						Pro Forma Results(1)
	Three Months Ended March 31,						Three Months Ended March 31,
	2006			2005(2)			2006			2005(2)
NET INCOME	$	20,035		$	188		$	20,035		$	1,490
Net Interest Expense	11,630			31,905			11,630			32,688
Income Tax Expense (Benefit)	11,477			(1,141		)	11,477			(520		)
Depreciation and Amortization	11,810			9,917			11,810			11,521
EBITDA	54,952			40,869			54,952			45,179
Restructuring, severance and other charges(2)	—			1,753			—			1,753
Items related to our credit agreement(3)	(425		)	134			(425		)	138
ADJUSTED EBITDA	$	54,527		$	42,756		$	54,527		$	47,070

Note:

1)Pro forma results have been adjusted to give effect to the acquisition of TTI and related financings as if these events occurred on January 1, 2005.

2)For the three months ended March 31, 2005, Adjusted EBITDA and pro forma Adjusted EBITDA represent net income before net interest expense, income tax expense, depreciation and amortization, plus (i) $1.8 million for costs related to the sale of inventory that has been adjusted to fair value.  Item (i) affected gross profit.

3)Items related to our credit agreement refer to amounts utilized in the calculation of financial covenants in Accuride’s senior credit facility.  For the three months ended March 31, 2006, items related to our credit agreement consist of foreign currency income and other income or expenses of $0.4 million.  For the three months ended March 31, 2005, items related to our credit agreement consist of foreign currency loss and other income or expenses of $0.1 million.

Adjusted EBITDA is not intended to represent cash flow as defined by generally accepted accounting principles (“GAAP”) and should not be considered as an indicator of cash flow from operations.  Adjusted EBITDA represents net income before net interest expense, income tax (expense) benefit, depreciation and amortization plus non-recurring items.  However, other companies may calculate Adjusted EBITDA differently.  Accuride has included information concerning Adjusted EBITDA in this press release because Accuride’s management and our board of directors use it as a measure of our performance to internal business plans to which a significant portion of management incentive programs are based.  In addition, future investment and capital allocation decisions are based on Adjusted EBITDA.  Investors and industry analysts use Adjusted EBITDA to measure the Company’s performance to historic results and to the Company’s peer group.  The Company has historically provided the measure in previous press releases and believes it provides transparency and continuity to investors for comparable purposes.  Certain financial covenants in our borrowing arrangements are tied to similar measures.

ACCURIDE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(THOUSANDS EXCEPT PER SHARE DATA)

(UNAUDITED)

	March 31,		December 31,
	2006		2005
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	25,378	$	48,415
Customer and other receivables, net	194,912		141,921
Inventories, net	117,644		118,896
Supplies	18,278		17,426
Other current assets	27,980		25,599
TOTAL CURRENT ASSETS	384,192		352,257
PROPERTY, PLANT AND EQUIPMENT, NET	314,024		317,972
Goodwill and other assets	548,763		550,125
TOTAL	$	1,246,979	$	1,220,354
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	118,592	$	114,990
Current portion of long-term debt	—		—
Other current liabilities	81,143		82,596
TOTAL CURRENT LIABILITIES	199,735		197,586
LONG-TERM DEBT, less current portion	697,725		697,725
OTHER LIABILITIES	152,908		149,300
TOTAL STOCKHOLDERS’ EQUITY	196,611		175,743
TOTAL	$	1,246,979	$	1,220,354

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