-----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, Wsq9YhitEPX1//LLGilTSquIaE4qMPoyTyyvyCJL516EXYlTrBF3yUdZyWkc+/Zk QnWRePkNq7DnPUN/h/rbKw== 0000934747-04-000061.txt : 20040806 0000934747-04-000061.hdr.sgml : 20040806 20040806100347 ACCESSION NUMBER: 0000934747-04-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040806 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040806 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25642 FILM NUMBER: 04956383 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: PNC PLAZA - 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 BUSINESS PHONE: 502-589-8100 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: PNC PLAZA - 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH ALUMINUM CORP DATE OF NAME CHANGE: 19941228 8-K 1 jb8k80504.txt FORM 8-K FILED ON 8/05/04 =============================================================================== 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): July 30, 2004 COMMONWEALTH INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25642 13-3245741 (State of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 500 West Jefferson Street PNC Plaza - 19th Floor Louisville, Kentucky 40202-2823 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (502) 589-8100 =============================================================================== Item 2. Acquisition or Disposition of Assets On July 30, 2004 (the "Closing"), Commonwealth Industries, Inc. (the "Company"), completed the disposition of all the issued and outstanding common stock of its indirect subsidiary Alflex Corporation ("Alflex"), which comprised the Company's Electrical Products Segment, to Southwire Company ("Southwire") pursuant to a previously announced Stock Purchase Agreement dated June 4, 2004, as amended. The purchase price of the stock, determined by negotiation between the Company and Southwire, was $63.3 million in cash, subject to adjustment based upon changes in Alflex's property, plant and equipment and working capital. The actual cash proceeds received by the Company on July 30, 2004 was $64.0 million. Item 7. Financial Statements and Exhibits (b) Pro forma financial information. The following unaudited pro forma condensed financial information gives effect to the Company's disposition of all the issued and outstanding common stock of Alflex, which comprised the Company's Electrical Products Segment, to Southwire on July 30, 2004. The unaudited pro forma condensed consolidated statements of operations for each of the years in the three-year period ended December 31, 2003 include the effects of the disposition as if the disposition had occurred on January 1, 2001. The following unaudited pro forma condensed financial information, consisting of the unaudited pro forma condensed consolidated balance sheet as of June 30, 2004, the unaudited pro forma condensed consolidated statements of operations, and the accompanying notes, should be read in conjunction with the historical annual and quarterly financial statements and accompanying notes of the Company. An unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2004 and 2003 is not included as the effects of the disposition are already reflected as a discontinued operation in the Company's financial statements included in its Form 10-Q for the quarter ended June 30, 2004. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the future results of operations of the Company after disposition of Alflex, or of the results of operations of the Company that would have occurred had the disposition been effected on the dates described above. COMMONWEALTH INDUSTRIES, INC. Unaudited Pro Forma Condensed Consolidated Balance Sheet June 30, 2004 (in thousands)
Pro Forma Pro Forma Historical Adjustments Results ------------ ------------- ------------ Assets Current assets: Cash and cash equivalents $ 2,246 $ 65,004 (2) $ 67,250 Accounts receivable, net 78 - 78 Inventories 139,158 - 139,158 Net residual interest in receivables sold 36,306 (309) (2) 35,997 Prepayments and other current assets 16,956 205 (2) 17,161 Current assets of discontinued operations 41,707 (41,707) (2) - ------------ -------------- ------------ Total current assets 236,451 23,193 259,644 Property, plant and equipment, net 120,611 - 120,611 Other noncurrent assets 8,696 - 8,696 Noncurrent assets of discontinued operations 33,776 (33,776) (2) - ------------ -------------- ------------ Total assets $ 399,534 $ (10,583) $ 388,951 ============ ============== ============ Liabilities Current liabilities: Long-term debt due within one year $ 8,588 $ - $ 8,588 Accounts payable 57,429 - 57,429 Accrued liabilities 35,826 2,266 (2) 38,092 Current liabilities of discontinued operations 12,849 (12,849) (2) - ------------ -------------- ------------ Total current liabilities 114,692 (10,583) 104,109 Long-term debt 125,000 - 125,000 Other long-term liabilities 3,297 - 3,297 Accrued pension benefits 30,108 1,230 (2) 31,338 Accrued postretirement benefits 61,203 - 61,203 Noncurrent liabilities of discontinued operations 1,230 (1,230) (2) - ------------ -------------- ------------ Total liabilities 335,530 (10,583) 324,947 ------------ -------------- ------------ Stockholders' Equity Common stock 162 - 162 Additional paid-in capital 407,965 - 407,965 Accumulated deficit (328,704) - (328,704) Unearned compensation (1,972) - (1,972) Accumulated other comprehensive income: Minimum pension liability adjustment (21,276) - (21,276) Effects of cash flow hedges 7,829 - 7,829 ------------ -------------- ------------ Total stockholders' equity 64,004 - 64,004 ------------ -------------- ------------ Total liabilities and stockholders' equity $ 399,534 $ (10,583) $ 388,951 ============ ============== ============ See notes to unaudited pro forma condensed consolidated financial statements.
COMMONWEALTH INDUSTRIES, INC. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the year ended December 31, 2003 (in thousands except per share data)
Pro Forma Pro Forma Historical Adjustments Results ---------- ------------ ----------- Net sales $ 918,396 $ (100,685) (3) $ 817,711 Cost of goods sold 858,274 (88,872) (3) 769,402 --------- ----------- --------- Gross profit 60,122 (11,813) 48,309 Selling, general and administrative expenses 46,085 (11,768) (3) 34,317 Goodwill impairment charges 29,607 (29,607) (3) - --------- ----------- --------- Operating income (loss) (15,570) 29,562 13,992 Other income (expense), net 1,771 - 1,771 Interest expense, net (14,951) (555) (3) (15,506) --------- ----------- --------- Income (loss) before income taxes (28,750) 29,007 257 Income tax expense (benefit) 184 (69) (3) 115 --------- ----------- --------- Income (loss) from operations $ (28,934) $ 29,076 $ 142 ========= =========== ========= Basic net income (loss) per share: Income (loss) from operations $ (1.81) $ 0.01 Diluted net income (loss) per share: Income (loss) from operations $ (1.81) $ 0.01 Weighted average shares outstanding Basic 16,011 16,011 Diluted 16,011 16,075 See notes to unaudited pro forma condensed consolidated financial statements.
COMMONWEALTH INDUSTRIES, INC. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the year ended December 31, 2002 (in thousands except per share data)
Pro Forma Pro Forma Historical Adjustments Results ---------- ------------ ----------- Net sales $ 966,238 $ (112,389) (3) $ 853,849 Cost of goods sold 898,927 (94,290) (3) 804,637 --------- ----------- --------- Gross profit 67,311 (18,099) 49,212 Selling, general and administrative expenses 46,977 (12,549) (3) 34,428 --------- ----------- --------- Operating income (loss) 20,334 (5,550) 14,784 Other income (expense), net 1,636 - 1,636 Interest expense, net (15,146) (708) (3) (15,854) --------- ----------- --------- Income (loss) before income taxes 6,824 (6,258) 566 Income tax expense (benefit) (2,292) (65) (3) (2,357) --------- ----------- --------- Income (loss) from operations $ 9,116 $ (6,193) $ 2,923 ========= =========== ========= Basic net income (loss) per share: Income (loss) from operations $ 0.57 $ 0.18 Diluted net income (loss) per share: Income (loss) from operations $ 0.57 $ 0.18 Weighted average shares outstanding Basic 15,994 15,994 Diluted 16,097 16,097 See notes to unaudited pro forma condensed consolidated financial statements.
COMMONWEALTH INDUSTRIES, INC. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the year ended December 31, 2001 (in thousands except per share data)
Pro Forma Pro Forma Historical Adjustments Results ---------- ------------ ----------- Net sales $ 920,504 $ (118,718) (3) $ 801,786 Cost of goods sold 873,473 (98,578) (3) 774,895 --------- ----------- --------- Gross profit 47,031 (20,140) 26,891 Selling, general and administrative expenses 54,523 (13,336) (3) 41,187 Amortization of goodwill 3,988 (1,740) (3) 2,248 Asset impairment charges 167,267 - 167,267 --------- ----------- --------- Operating income (loss) (178,747) (5,064) (183,811) Other income (expense), net 907 - 907 Interest expense, net (15,512) (1,123) (3) (16,635) --------- ----------- --------- Income (loss) before income taxes (193,352) (6,187) (199,539) Income tax expense (benefit) 200 (65) (3) 135 --------- ----------- --------- Income (loss) from operations $(193,552) $ (6,122) $ (199,674) ========= =========== ========= Basic net income (loss) per share: Income (loss) from operations $ (11.78) $ (12.15) Diluted net income (loss) per share: Income (loss) from operations $ (11.78) $ (12.15) Weighted average shares outstanding Basic 16,428 16,428 Diluted 16,428 16,428 See notes to unaudited pro forma condensed consolidated financial statements.
Notes to the Pro Forma Financial Information: (1) The pro forma adjustments give effect to the Company's disposition of its Alflex subsidiary on July 30, 2004 to Southwire. The disposition was accounted for as a discontinued operation in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in the Company's Form 10-Q for the quarter ended June 30, 2004. The pro forma adjustments for the balance sheet are reflected as if the disposition had occurred on the balance sheet date of June 30, 2004. The pro forma adjustments for the statements of operations reflect the disposition as if the disposition had occurred on January 1, 2001. These unaudited pro forma condensed financial statements should be read in conjunction with the historical annual and quarterly financial statements and accompanying notes of the Company. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the future results of operations of the Company after disposition of Alflex, or of the results of operations of the Company that would have occurred had the disposition been effected on the dates described above. (2) The adjustment reflects recording the cash proceeds from the sale calculated as if the sale had closed on June 30, 2004 (in thousands): Detail of current and noncurrent assets of discontinued operations: Cash and cash equivalents $ 3 Accounts receivable, net 164 Net residual interest in receivables sold 23,251 Inventories 18,024 Prepayments and other current assets 265 Property, plant and equipment 14,511 Goodwill 19,265 ------ Total assets of discontinued operations 75,483 ------ Less assets not sold: Allowance for uncollectible accounts (309) Other current assets 205 ------ (104) ------ Total assets sold 75,587 ------ Detail of current and noncurrent liabilities of discontinued operations: Accounts payable $7,667 Accrued liabilities 5,182 Accrued pension liabilities 1,230 ------ Total liabilities of discontinued operations 14,079 ------ Less liabilities not assumed by Purchaser: Accrued pension liabilities 1,230 Accrued workers compensation liability 1,409 Various other accrued liabilities 857 ----- 3,496 ------ Total liabilities assumed 10,583 ------ Assets sold less liabilities assumed 65,004 Cash proceeds 65,004 Less: estimated direct transaction costs 1,570 -------- Net cash proceeds 63,434 ------ Pretax loss on the Alflex disposition (1,570) Income tax expense 1,000 ------ Net loss on the Alflex disposition $(2,570) ======= (3) To eliminate the Alflex operations from the historical operating results. (c) Exhibits 99.1 Stock Purchase Agreement, dated as of June 4, 2004, by and between Southwire Company and CI Holdings, LLC (incorporated by reference to the Company's Form 8-K filed on June 7, 2004). 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/ Henry Del Castillo ----------------------- Henry Del Castillo Vice President Finance Date: August 6, 2004 -----END PRIVACY-ENHANCED MESSAGE-----