Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - ACCURIDE CORP | a16-17871_4ex99d2.htm |
| EX-10.1 - EX-10.1 - ACCURIDE CORP | a16-17871_4ex10d1.htm |
| 8-K - 8-K - ACCURIDE CORP | a16-17871_48k.htm |
Exhibit 99.1
The following unaudited condensed pro forma consolidated balance sheet and consolidated statements of operations (“financial statements”) are based upon the historical financial statements of Accuride Corporation (“Accuride”), adjusted to reflect the disposition of Brillion Iron Works Inc. (“Brillion”). The following unaudited condensed pro forma consolidated financial statements of Accuride should be read in conjunction with the related notes and with the historical consolidated financial statements of Accuride and the related notes included in previous filings of Form 10-K and 10-Q with the Securities and Exchange Commission. The unaudited condensed pro forma consolidated balance sheet reflects the disposition of Brillion as if it occurred on June 30, 2016 while the unaudited condensed pro forma consolidated statements of operations give effect to the disposition as if it occurred on January 1, 2015. The pro forma adjustments, described in the related notes, are based on the best available information and certain assumptions that Accuride management believe are reasonable.
The unaudited condensed pro forma consolidated financial statements are provided for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the disposition of Brillion closed on June 30, 2016 for the unaudited condensed pro forma consolidated balance sheet or on January 1, 2015 for the unaudited condensed pro forma consolidated statements of operations. For example, these financial statements do not reflect any potential earnings or losses or other impacts from the use of the proceeds from the disposition or cost reductions of previously allocated corporate costs and potential subsequent restructuring charges. Readers should not rely on the unaudited condensed pro forma consolidated financial statements as being indicative of the historical operating results that Accuride would have achieved or any future operating results or financial position that it will experience after the transaction closes.
CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In thousands, except for share and per share data)
|
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|
June 30, 2016 |
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|
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Historical |
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(b) |
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Note |
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Pro Forma |
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ASSETS |
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CURRENT ASSETS: |
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|
|
|
|
|
|
|
| |||
|
Cash and cash equivalents |
|
$ |
27,831 |
|
$ |
11,862 |
|
(a) |
|
$ |
39,693 |
|
|
Customer receivables, net of allowance for doubtful accounts |
|
63,712 |
|
(7,405 |
) |
|
|
56,307 |
| |||
|
Other receivables |
|
6,813 |
|
(12 |
) |
|
|
6,801 |
| |||
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Inventories |
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39,744 |
|
(5,191 |
) |
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|
34,553 |
| |||
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Prepaid expenses and other current assets |
|
8,387 |
|
(331 |
) |
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|
8,056 |
| |||
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Total current assets |
|
146,487 |
|
(1,077 |
) |
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|
145,410 |
| |||
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PROPERTY, PLANT AND EQUIPMENT, net |
|
216,211 |
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(29,538 |
) |
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|
186,673 |
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OTHER ASSETS: |
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|
|
|
|
|
|
— |
| |||
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Goodwill |
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96,283 |
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— |
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|
|
96,283 |
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Other intangible assets, net |
|
107,598 |
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(2,247 |
) |
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|
105,351 |
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Deferred financing costs, net of accumulated amortization |
|
767 |
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— |
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|
767 |
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Deferred income taxes |
|
834 |
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— |
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|
834 |
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Pension benefit plan assets |
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14,932 |
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— |
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14,932 |
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Other |
|
5,108 |
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— |
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|
|
5,108 |
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TOTAL |
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$ |
588,220 |
|
$ |
(32,862 |
) |
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|
$ |
555,358 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
61,958 |
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$ |
(6,293 |
) |
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$ |
55,665 |
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Accrued payroll and compensation |
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9,638 |
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(2,431 |
) |
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|
7,207 |
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Accrued interest payable |
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12,384 |
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— |
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12,384 |
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Accrued workers compensation |
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3,765 |
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(1,068 |
) |
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|
2,697 |
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Short-term debt obligations |
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10,192 |
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— |
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10,192 |
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Accrued and other liabilities |
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13,560 |
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(1,761 |
) |
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|
11,799 |
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Total current liabilities |
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111,497 |
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(11,553 |
) |
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|
99,944 |
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LONG-TERM DEBT |
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305,354 |
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— |
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305,354 |
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DEFERRED INCOME TAXES |
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13,302 |
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— |
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13,302 |
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NON-CURRENT INCOME TAXES PAYABLE |
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6,709 |
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— |
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6,709 |
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OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY |
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50,576 |
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(770 |
) |
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|
49,806 |
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PENSION BENEFIT PLAN LIABILITY |
|
24,684 |
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— |
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|
|
24,684 |
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OTHER LIABILITIES |
|
8,534 |
|
— |
|
|
|
8,534 |
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STOCKHOLDERS’ EQUITY: |
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|
|
|
|
|
|
|
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Common stock and additional paid-in-capital |
|
445,106 |
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|
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|
445,106 |
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Accumulated other comprehensive loss |
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(18,479 |
) |
(2,713 |
) |
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(21,192 |
) | |||
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Accumulated deficit |
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(372,106 |
) |
(17,826 |
) |
(c) |
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(389,932 |
) | |||
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Total stockholders’ equity |
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54,521 |
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(20,539 |
) |
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|
33,982 |
| |||
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Noncontrolling interests |
|
13,043 |
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— |
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13,043 |
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Total Equity |
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67,564 |
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(20,539 |
) |
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|
47,025 |
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TOTAL |
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$ |
588,220 |
|
$ |
(32,862 |
) |
|
|
$ |
555,358 |
|
See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements
CONDENSED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Six Months Ended June 30, 2016 |
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(In thousands, except for share and per share data) |
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Historical |
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(d) |
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Pro Forma |
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NET SALES |
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$ |
325,058 |
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$ |
33,030 |
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$ |
292,028 |
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COST OF GOODS SOLD |
|
286,501 |
|
38,641 |
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247,860 |
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GROSS PROFIT (LOSS) |
|
38,557 |
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(5,611 |
) |
44,168 |
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OPERATING EXPENSES: |
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|
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Selling, general and administrative |
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24,648 |
|
522 |
|
24,126 |
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INCOME (LOSS) FROM OPERATIONS |
|
13,909 |
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(6,133 |
) |
20,042 |
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OTHER INCOME (EXPENSE): |
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Interest expense, net |
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(16,806 |
) |
— |
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(16,806 |
) | |||
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Other income, net |
|
564 |
|
— |
|
564 |
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INCOME (LOSS) BEFORE INCOME TAXES |
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(2,333 |
) |
(6,133 |
) |
3,800 |
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INCOME TAX PROVISION (BENEFIT) |
|
756 |
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(2,147 |
) |
2,903 |
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NET INCOME (LOSS) |
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(3,089 |
) |
(3,986 |
) |
897 |
| |||
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NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
(807 |
) |
— |
|
(807 |
) | |||
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NET INCOME (LOSS) ATTRIBUTABLE TO STOCKHOLDERS |
|
$ |
(2,282 |
) |
$ |
(3,986 |
) |
$ |
1,704 |
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Weighted average common shares outstanding—basic |
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48,204 |
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48,204 |
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Basic income (loss) per share attributable to stockholders |
|
$ |
(0.05 |
) |
$ |
(0.08 |
) |
$ |
0.03 |
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|
Weighted average common shares outstanding—diluted |
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48,644 |
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|
48,644 |
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Diluted income (loss) per share attributable to stockholders |
|
$ |
(0.05 |
) |
$ |
(0.08 |
) |
$ |
0.03 |
|
See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements
CONDENSED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Year Ended December 31, 2015 |
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Historical |
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(d) |
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Pro Forma |
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NET SALES |
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$ |
685,574 |
|
$ |
94,886 |
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$ |
590,688 |
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COST OF GOODS SOLD |
|
605,869 |
|
100,933 |
|
504,936 |
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GROSS PROFIT (LOSS) |
|
79,705 |
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(6,047 |
) |
85,752 |
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OPERATING EXPENSES: |
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|
|
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Selling, general and administrative |
|
45,871 |
|
1,062 |
|
44,809 |
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Impairment of goodwill |
|
4,414 |
|
4,414 |
|
— |
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INCOME (LOSS) FROM OPERATIONS |
|
29,420 |
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(11,523 |
) |
40,943 |
| |||
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OTHER EXPENSE: |
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|
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Interest expense, net |
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(33,376 |
) |
— |
|
(33,376 |
) | |||
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Other loss, net |
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(4,143 |
) |
— |
|
(4,143 |
) | |||
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INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS |
|
(8,099 |
) |
(11,523 |
) |
3,424 |
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INCOME TAX PROVISION (BENEFIT) |
|
(138 |
) |
(4,033 |
) |
3,895 |
| |||
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LOSS FROM CONTINUING OPERATIONS |
|
(7,961 |
) |
(7,490 |
) |
(471 |
) | |||
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NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
(430 |
) |
— |
|
(430 |
) | |||
|
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO STOCKHOLDERS |
|
$ |
(7,531 |
) |
$ |
(7,490 |
) |
$ |
(41 |
) |
|
|
|
|
|
|
|
|
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|
Weighted average common shares outstanding—basic |
|
47,961 |
|
|
|
47,961 |
| |||
|
Basic loss per share — continuing operations attributable to stockholders |
|
$ |
(0.16 |
) |
$ |
(0.16 |
) |
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
| |||
|
Weighted average common shares outstanding—diluted |
|
47,961 |
|
|
|
47,961 |
| |||
|
Diluted loss per share — continuing operations attributable to stockholders |
|
$ |
(0.16 |
) |
$ |
(0.16 |
) |
$ |
(0.00 |
) |
See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements
ACCURIDE CORPORATION
NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(a) This adjustment represents the receipt of $14.0 million in cash consideration at the closing of the transaction, net of fees and expenses of approximately $2.1 million.
(b) These adjustments reflect the elimination of assets and liabilities attributable to Brillion, with the exception of adjustments for cash and cash equivalents and equity, as discussed in notes (a) and (c).
(c) This adjustment reflects the loss of $17.8 million arising from the transaction. This estimated loss has not been reflected in the pro forma consolidated statement of operations as it is considered to be nonrecurring in nature. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the asset purchase agreement.
(d) These adjustments reflect the elimination of the historical results of Brillion for the period presented. The estimated income tax effect of the pro-forma adjustments is calculated using the historical statutory rates in effect for the periods presented.