-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J6433P8LHmmG1su1yjcd92P8noipuQJ+PFjtWvSqx+ZWNqBw4mIlFMuL30on1FGE eTs45zqLHFgaNXoZEPC0LQ== 0000934747-98-000015.txt : 19980804 0000934747-98-000015.hdr.sgml : 19980804 ACCESSION NUMBER: 0000934747-98-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980803 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000934747 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 133245741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25642 FILM NUMBER: 98676063 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 BUSINESS PHONE: 502-589-8100 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH ALUMINUM CORP DATE OF NAME CHANGE: 19941228 10-Q 1 FORM 10-Q =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q --------- [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ -------------- Commission File No. 0-25642 COMMONWEALTH INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 13-3245741 (State of incorporation) (I.R.S. Employer Identification No.) 500 West Jefferson Street 19th Floor Louisville, Kentucky 40202-2823 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (502) 589-8100 ---------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ The registrant had 15,944,000 shares of common stock outstanding at August 1, 1998. =============================================================================== COMMONWEALTH INDUSTRIES, INC. FORM 10-Q For the Quarter Ended June 30, 1998 INDEX Part I - Financial Information Item 1. Financial Statements (unaudited) Page Number Condensed Consolidated Balance Sheet as of June 30, 1998 and December 31, 1997 3 Condensed Consolidated Statement of Income for the three months and six months ended June 30, 1998 and 1997 4 Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 1998 and 1997 5 Notes to Condensed Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition 8-11 and Results of Operations Part II - Other Information Item 1. Legal Proceedings 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 COMMONWEALTH INDUSTRIES, INC. Condensed Consolidated Balance Sheet (in thousands except share data)
June 30, December 31, 1998 1997 ------------- ------------- Assets Current assets: Cash and cash equivalents $ - $ - Accounts receivable, net 482 355 Inventories 195,398 171,633 Prepayments and other current assets 43,274 45,107 ------------- ------------- Total current assets 239,154 217,095 Property, plant and equipment, net 266,240 266,292 Goodwill, net 171,323 173,562 Other noncurrent assets 9,900 10,472 ------------- ------------- Total assets $ 686,617 $ 667,421 ============= ============= Liabilities Current liabilities: Outstanding checks in excess of deposits $ 8,243 $ 9,122 Accounts payable 77,438 67,881 Accrued liabilities 31,314 27,168 ------------- ------------- Total current liabilities 116,995 104,171 Long-term debt 130,600 125,650 Other long-term liabilities 9,481 9,675 Accrued pension benefits 14,000 13,368 Accrued postretirement benefits 86,217 84,084 ------------- ------------- Total liabilities 357,293 336,948 ------------- ------------- Commitments and contingencies - - Stockholders' Equity Common stock, $.01 par value, 50,000,000 shares authorized, 15,944,000 and 15,941,500 shares outstanding at June 30, 1998 and December 31, 1997, respectively 159 159 Additional paid-in capital 398,794 398,757 Accumulated deficit (68,019) (66,575) Unearned compensation (914) (1,172) Minimum pension adjustment (696) (696) ------------- ------------- Total stockholders' equity 329,324 330,473 ------------- ------------- Total liabilities and stockholders' equity $ 686,617 $ 667,421 ============= ============= See notes to condensed consolidated financial statements.
COMMONWEALTH INDUSTRIES, INC. Condensed Consolidated Statement of Income (in thousands except per share data)
Three months ended Six months ended June 30, June 30, ------------------------------ ------------------------------- 1998 1997 1998 1997 ------------- ------------ ------------- ------------ Net sales $ 258,346 $ 287,240 $ 507,273 $ 559,431 Cost of goods sold 244,560 262,993 475,046 511,138 ------------- ------------ ------------- ------------ Gross profit 13,786 24,247 32,227 48,293 Selling, general and administrative expenses 10,125 9,884 20,357 21,687 Amortization of goodwill 1,119 1,121 2,238 2,240 ------------- ------------ ------------- ------------ Operating income 2,542 13,242 9,632 24,366 Other income (expense), net 79 318 404 497 Interest expense, net (5,550) (8,088) (11,216) (16,421) ------------- ------------ ------------- ------------ Income (loss) before income taxes (2,929) 5,472 (1,180) 8,442 Income tax expense (benefit) (286) 1,309 (1,331) 2,111 ------------- ------------ ------------- ------------ Net income (loss) $ (2,643) $ 4,163 $ 151 $ 6,331 ============= ============ ============= ============ Basic and diluted net income (loss) per share $ (0.17) $ 0.41 $ 0.01 $ 0.62 ============= ============ ============= ============ Weighted average shares outstanding Basic 15,944 10,208 15,944 10,207 Diluted 15,944 10,247 15,951 10,243 Dividends paid per share $ 0.05 $ 0.05 $ 0.10 $ 0.10 See notes to condensed consolidated financial statements.
COMMONWEALTH INDUSTRIES, INC. Condensed Consolidated Statement of Cash Flows (in thousands)
Six months ended June 30, ------------------------------------ 1998 1997 ------------ ------------- Cash flows from operating activities: Net income $ 151 $ 6,331 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 17,233 18,293 Issuance of common stock in connection with stock awards 72 84 Loss on disposal of property, plant and equipment 259 - Changes in assets and liabilities: (Increase) in accounts receivable, net (127) (48,792) (Increase) decrease in inventories (23,765) 7,924 Decrease in prepayments and other current assets 1,833 2,295 (Increase) decrease in other noncurrent assets (2) 341 Increase in accounts payable 9,557 26,155 Increase (decrease) in accrued liabilities 4,146 (8,212) Increase in other liabilities 2,571 3,723 ------------ ------------- Net cash provided by operating activities 11,928 8,142 ------------ ------------- Cash flows from investing activities: Net cash and cash equivalents (outflow) from acquisition - (2,894) Additions to property, plant and equipment (14,404) (8,929) Disposals of property, plant and equipment - 3 ------------ ------------- Net cash (used in) investing activities (14,404) (11,820) ------------ ------------- Cash flows from financing activities: (Decrease) increase in outstanding checks in excess of deposits (879) 3,672 Proceeds from long-term debt 23,425 54,050 Repayments of long-term debt (18,475) (55,050) Proceeds from issuance of common stock - 82 Cash dividends paid (1,595) (1,020) ------------ ------------- Net cash provided by financing activities 2,476 1,734 ------------ ------------- Net (decrease) in cash and cash equivalents - (1,944) Cash and cash equivalents at beginning of period - 1,944 ------------ ------------- Cash and cash equivalents at end of period $ - $ - ============ ============= See notes to condensed consolidated financial statements.
COMMONWEALTH INDUSTRIES, INC. Notes to Condensed Consolidated Financial Statements 1. Basis of Presentation The accompanying condensed consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all the disclosures normally required by generally accepted accounting principles. The condensed consolidated financial statements have been prepared in accordance with Commonwealth Industries, Inc.'s (the "Company's") customary accounting practices and have not been audited. In the opinion of management, all adjustments necessary to fairly present the results of operations for the reporting interim periods have been made and were of a normal recurring nature. 2. Inventories The Company uses the first-in, first-out (FIFO) and the last-in, first-out (LIFO) methods for valuing its inventories. (in thousands) June 30, 1998 December 31, 1997 - -------------- ------------- ----------------- Raw materials $ 40,162 $ 30,395 Work in process 92,670 76,286 Finished goods 48,954 53,395 Expendable parts and supplies 15,120 14,884 --------- --------- 196,906 174,960 LIFO reserve (1,508) (3,327) --------- --------- $ 195,398 $ 171,633 ========= ========= Inventories of approximately $39.4 million and $35.4 million, included in the above totals (before the LIFO reserve) at June 30, 1998 and December 31, 1997, respectively, are accounted for under the LIFO method of accounting. On June 30, 1998, the Company had deferred realized losses of $6.9 million on closed futures contracts which are recorded as an increase to the carrying value of inventory. The Company had deferred realized losses of $1.5 million at December 31, 1997. 3. Provision for Income Taxes The income tax benefit for the three months and six months ended June 30, 1998 is based on the Company's projected taxable income and federal and state income tax rates for the year ending December 31, 1998. Also included in the income tax benefit for the six months ended June 30, 1998 is a $1.5 million favorable adjustment recorded in the first quarter of 1998 as the result of the filing of amended federal income tax returns for prior years. 4. Net Income Per Share Computations The following is a reconciliation of the numerator and denominator of the basic and diluted per share computations:
Three months ended ------------------ June 30, -------- 1998 1997 ------- ------- Income (numerator) amounts used for basic and diluted per share computations: Net income (loss) $(2,643) $4,163 ======== ====== Shares (denominator) used for basic per share computations: Weighted average shares of common stock outstanding 15,944 10,208 ====== ====== Shares (denominator) used for diluted per share computations: Weighted average shares of common stock outstanding 15,944 10,208 Plus: dilutive effect of stock options - 39 ------ ------ Adjusted weighted average shares 15,944 10,247 ====== ====== Net income (loss) per share data: Basic and diluted $(0.17) $0.41 ======= =====
Six months ended ---------------- June 30, -------- 1998 1997 ------- ------ Income (numerator) amounts used for basic and diluted per share computations: Net income $ 151 $6,331 ====== ====== Shares (denominator) used for basic per share computations: Weighted average shares of common stock outstanding 15,944 10,207 ====== ====== Shares (denominator) used for diluted per share computations: Weighted average shares of common stock outstanding 15,944 10,207 Plus: dilutive effect of stock options 7 36 ------ ------ Adjusted weighted average shares 15,951 10,243 ====== ====== Net income per share data: Basic and diluted $0.01 $0.62 ===== ===== Options to purchase 276,500 common shares, which equate to 3,401 incremental common equivalent shares, were excluded from the calculation above for the three months ended June 30, 1998 as their effect would have been antidilutive. In addition, options to purchase 286,500 and 3,000 common shares were excluded from the calculations above for the three months and six months ended June 30, 1998 and the three and six months ended June 30, 1997, respectively, because the exercise prices on the options were greater than the average market price for the periods.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion contains statements which are forward-looking rather than historical fact. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties that could render them materially different, including, but not limited to, the effect of global economic conditions, the impact of competitive products and pricing, product development and commercialization, availability and cost of critical raw materials, the rate of technological change, product demand and market acceptance risks, capacity and supply constraints or difficulties, and other risks detailed in the Company's various Securities and Exchange Commission filings. Overview The Company manufactures non-heat treat coiled aluminum sheet for distributors and the transportation, construction and consumer durables end use markets and electrical flexible conduit and prewired armored cable for the non-residential construction and renovation markets. The Company's principal raw materials are aluminum scrap, primary aluminum, copper and steel. Trends in the demand for aluminum sheet products in the United States and in the prices of aluminum primary metal, aluminum scrap and copper commodities affect the business of the Company. The Company's operating results also are affected by factors specific to the Company, such as the margins between selling prices for its products and its cost of raw material ("material margins") and its unit cost of converting raw material into its products ("conversion cost"). While changes in aluminum and copper prices can cause the Company's net sales to change significantly from period to period, net income is more directly impacted by the fluctuation in material margins. During the first six months of 1998, shipments of the Company's aluminum sheet products declined by 13% from the first six months of 1997. Lower sales and shipment volume were caused by production problems at the Company's Lewisport, Kentucky aluminum rolling mill, as well as weather-related production outages at its mill in Uhrichsville, Ohio. While overall demand for aluminum sheet products remained strong, material margins have been under pressure for the past twenty one months. During the six months of 1998, the Company chose to sell only to those segments of markets where the Company could compete on product quality and service and not participate in further material margin erosion. During the first half of 1998, the Company announced three price increases, the first beginning in April 1998 which has been fully implemented into the market place, the second beginning in June 1998 which has been followed by several competitors and the third beginning in September 1998. At this time, it is uncertain as to the acceptance of the September price increase. Beginning in mid-February 1998 at the Lewisport rolling mill, all discretionary overtime hours were eliminated to reduce the operating cost concurrent with the reduced sales volume. Demand for the Company's electrical conduit and cable products continued to exceed the Company's capacity to supply these products during the first half of 1998. While the Company has been adding additional electrical cable armoring capacity since the second quarter of 1997, this capacity has yet to reach full production due to the time involved in employee skills training. The strong market for electrical conduit also allowed the Company to concentrate on higher margin products during the first six months of 1998, even though net sales volume was little changed from the same period last year. The Company expects to continue to ramp up the newly installed production equipment while embarking on further capacity expansions throughout 1998. Results of Operations for the three months and six months ended June 30, 1998 and 1997 Net Sales. Net sales for the quarter ended June 30, 1998, decreased 10% to $258 million (including $29.9 million from Alflex) from $287 million (including $31.6 million from Alflex) for the same period in 1997. Net sales for the six month period ended June 30, 1998, were $507 million (including $60.6 million from Alflex), a 9% decrease from the $559 million recorded in the first half of 1997 (including $63.7 million from Alflex). The decrease is due to the reduced sales volumes at all facilities. Unit sales volume of aluminum decreased 11% to 234.7 million pounds for the second quarter of 1998 from 262.3 million pounds for the second quarter of 1997. Unit sales volume of aluminum was 453.6 million pounds for the first half of 1998, a decrease of 13% from the 520.4 million pounds for the first half of 1997. Aluminum sales volume decreased due to the reasons outlined in the "overview" section, additionally sales volumes at the Company's continuous cast aluminum sheet operations were below last year's level due to tighter inventory management by customers and unusually wet weather that reduced construction activity in various parts of the United States in the first half of 1998. Alflex unit sales volume was 127.1 million feet for the second quarter of 1998 and 252.7 million feet for the first six months of 1998 versus 136.5 million feet and 261.7 million feet, respectively, for the comparable periods in 1997. Gross Profit. Gross profit for the quarter ended June 30, 1998, decreased to $13.8 million from $24.2 million for the same period in 1997. Gross profit for the six months ended June 30, 1998 was $32.2 million versus $48.3 million for the comparable period in 1997. These decreases were attributable to decreased sales volumes due to the reasons outlined in the "overview" section . The Company's unit manufacturing costs increased compared to the same period in 1997 as a result of the lower volumes which more than offset any efficiencies due to mill optimization practices. Material margins which were higher in the first six months of 1998 than in the first half of 1997 partially offset the impact of lower volumes. Operating Income. The Company produced operating income of $2.5 million for the second quarter of 1998 compared with $13.2 million for the second quarter of 1997. For the six month period ended June 30, 1998, operating income was $9.6, down from $24.4 million for the first half of 1997. Selling, general and administrative expenses during the second quarter of 1998 were $10.1 million, compared with $9.9 million for the same period in 1997 and were $20.4 million for the six months ended June 30, 1998, compared with $21.7 million for the same period in 1997. The realization of various operating synergies envisioned at the time of the CasTech acquisition contributed to holding the second quarter increase down and resulting in a decrease for the six month period compared to same periods in 1997. Net Income. Net loss was $2.6 million for the quarter ended June 30, 1998, compared with net income of $4.2 million for the same period in 1997. Net income for the six months ended June 30, 1998 was $0.2 million compared with $6.3 million for the first half of 1997. Interest expense was $5.6 million for the quarter ended June 30, 1998, compared to $8.1 million for the same period in 1997 and $11.2 million for the six months ended June 30, 1998, compared with $16.4 million for the first half of 1997. These decreases in the Company's interest expense are due to the reduction in borrowing resulting from the Company's equity offering coupled with reduced interest rates due to the accounts receivable securitization facility. Both transactions are described in the "Liquidity and Capital Resources" section which follows. Income tax benefit was $0.3 million in the second quarter of 1998 compared to an income tax expense of $1.3 million for the same period in 1997 and an income tax benefit of $1.3 million for the six months ended June 30, 1998, compared to an income tax expense of $2.1 million for the same period in 1997. The change between quarters is primarily a result of the expected decrease in the Company's taxable income for the year 1998 compared to the year 1997, while the change in the six month periods is a result of the expected decrease in the Company's taxable income and a $1.5 million favorable adjustment recorded in the first quarter of 1998 to the prior year's tax expense. The adjustment resulted from the filing of amended federal income tax returns for prior years. Liquidity and Capital Resources The Company's sources of liquidity are cash flows from operations, the Company's accounts receivable securitization facility described below and borrowings under its $100 million revolving credit facility. The Company believes these sources will be sufficient to fund its working capital requirements, capital expenditures, debt service and dividend payments at least through 1998. On September 29, 1997, the Company completed a common stock offering of 5.75 million shares at a public offering price of $18 per share. The net proceeds from the offering of approximately $97.7 million were used to repay the entire amount outstanding under the Company's term loan agreement, totaling $95.0 million, as well as $2.7 million outstanding under the Company's revolving credit facility. On September 26, 1997, the Company sold all of its trade accounts receivable to a 100% owned subsidiary, Commonwealth Financing Corp. ("CFC"). Simultaneously, CFC entered into a three-year accounts receivable securitization facility with a financial institution and its affiliate, whereby CFC sells, on a revolving basis, an undivided interest in certain of its receivables and receive up to $150.0 million from an unrelated third party purchaser at a cost of funds linked to commercial paper rates plus a charge for administrative and credit support services. At June 30, 1998, the Company had outstanding $149.6 million under the agreement and had $32.7 million of net residual interest in the securitized receivables. The net residual interest in the securitized receivables is included in other current assets in the Company's consolidated financial statements. Capital expenditures were $7.7 million during the quarter ended June 30, 1998 and $14.4 million for the six months ended June 30, 1998. At June 30, 1998, the Company had commitments of $17.1 million for the purchase or construction of capital assets. Total capital expenditures for the year 1998 are expected to be approximately $40 million, principally related to upgrading and expanding the Company's manufacturing and other facilities and meeting environmental requirements. Risk Management The Company offers its customers multiple pricing methods, including fixed firm prices. Purchases of metal for forward delivery as well as hedging with futures contracts and options are used to reduce the Company's aggregate exposure to the risk of changes in metal prices. This is accomplished by establishing at the time of a customer's order a fixed margin between the cost of the metal and the Company's product price to the customer. Gains and losses resulting from changes in the market value of these futures contracts and options increase or decrease cost of sales at the time of revenue recognition. At June 30, 1998, the Company held purchase and sales commitments through 1998 totaling $75 million and $303 million, respectively. The Company held futures contracts, marked-to-market at June 30, 1998, with a net unrealized loss of $6.4 million. Before entering into futures contracts and options, the Company reviews the credit rating of the counterparty and assesses any possible credit risk. While the Company is exposed to certain losses in the event of non-performance by the counterparties to these agreements, the Company does not anticipate non-performance by such counterparties. The Company has entered into interest rate swap agreements with a notional amount of $56 million. With respect to these agreements, the Company pays a fixed rate of interest and receives a LIBOR-based floating rate. Recently Issued Accounting Pronouncements In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS No. 131"). The Statement requires that segment reporting for public reporting purposes be conformed to the segment reporting used by management for internal purposes. SFAS No. 131 also adds a requirement for the presentation of certain segment data on a quarterly basis starting in 1999. The Company will adopt SFAS No. 131 in the Company's year-end 1998 reporting as required. In February 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits" ("SFAS No. 132"). The Statement revises employers' disclosures about pension and other postretirement benefit plans. The Company will adopt SFAS No. 132 in the Company's year-end 1998 reporting as required. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). The Statement establishes accounting and reporting standards for derivative instruments and for hedging activities. The Company will adopt SFAS No. 133 in the Company's first quarter 2000 reporting as required. Management is currently evaluating the impact of these three Statements on the Company's future financial reporting. PART II OTHER INFORMATION Item 1. Legal Proceedings The Company is a party to non-environmental legal proceedings and administrative actions all of which are of an ordinary routine nature incidental to the operations of the Company. Although it is impossible to predict the outcome of any legal proceeding, in the opinion of management such proceedings and actions should not, individually or in aggregate, have a material adverse effect on the Company's financial condition, results of operations or cash flows, although resolution in any year or quarter could be material to the results of operation for that period. Item 4. Submission of Matters to a Vote of Security Holders At the Company's Annual Meeting of Stockholders, held April 24, 1998, the following two matters were submitted for a vote by the security holders: Mr. Paul E. Lego and Mr. John E. Merow were elected directors for terms expiring in 2001. There were 14,656,326 and 14,655,334, respectively, votes cast for and 85,026 and 86,018,respectively, abstentions. The terms of office of Catherine G. Burke, Mark V. Kaminski, C. Frederick Fetterolf and Victor Torasso continued after the meeting. Approval of the selection of Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers LLP) as the Company's independent auditors for 1998. There were 14,699,328 votes for and 32,456 votes against and 9,568 abstentions. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11 Computation of Net Income Per Share. 27 Financial Data Schedule. (b) Reports on Form 8-K There were no reports on Form 8-K filed during the quarter ended June 30, 1998. 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 thereunto duly authorized. COMMONWEALTH INDUSTRIES, INC. By: /s/ Donald L. Marsh, Jr. ------------------------ Donald L. Marsh, Jr. Executive Vice President, Chief Financial Officer and Secretary Date: August 3, 1998 Exhibit Index Exhibit Number Description 11 Computation of Net Income Per Share. 27 Financial Data Schedule. EX-11 2 EXHIBIT 11 Commonwealth Industries, Inc. Computation of Net Income Per Share (in thousands except per share data)
Three months ended June 30, 1998 1997 - --------------------------- ---- ---- Income (numerator) amounts used for basic and diluted per share computations: Net income (loss) $ (2,643) $ 4,163 ========== ========= Shares (denominator) used for basic per share computations: Weighted average shares of common stock outstanding 15,944 10,208 ========== ========= Shares (denominator) used for diluted per share computations: Weighted average shares of common stock outstanding 15,944 10,208 Plus: dilutive effect of stock options - 39 ---------- --------- Adjusted weighted average shares 15,944 10,247 ========== ========= Net income (loss) per share data: Basic and diluted $ (0.17) $ 0.41 ========== =========
Six months ended June 30, 1998 1997 - ------------------------- ---- ---- Income (numerator) amounts used for basic and diluted per share computations: Net income $ 151 $ 6,331 ========== ========= Shares (denominator) used for basic per share computations: Weighted average shares of common stock outstanding 15,944 10,207 ========== ========== Shares (denominator) used for diluted per share computations: Weighted average shares of common stock outstanding 15,944 10,207 Plus: dilutive effect of stock options 7 36 ----------- ---------- Adjusted weighted average shares 15,951 10,243 =========== ========== Net income per share data: Basic and diluted $ 0.01 $ 0.62 =========== ========== Options to purchase 276,500 common shares, which equate to 3,401 incremental common equivalent shares, were excluded from the calculation above for the three months ended June 30, 1998 as their effect would have been antidilutive. In addition, options to purchase 286,500 and 3,000 common shares were excluded from the calculations above for the three months and six months ended June 30, 1998 and the three and six months ended June 30, 1997, respectively, because the exercise prices on the options were greater than the average market price for the periods.
EX-27 3 EXHIBIT 27
5 1,000 6-mos Dec-31-1998 Jan-01-1998 Jun-30-1998 0 0 482 0 195,398 239,154 524,388 258,148 686,617 116,995 130,600 0 0 159 329,165 686,617 507,273 507,273 475,046 475,046 0 0 11,216 (1,180) (1,331) 151 0 0 0 151 0.01 0.01
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