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| Filed pursuant to Rule 424(b)(3) |
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| File Number 333-167111 |
PROSPECTUS SUPPLEMENT NO. 4 |
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(To Prospectus Dated August 10, 2010) |
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Accuride Corporation
$140,000,000 7.5% Senior Convertible Notes due 2020
Shares of Common Stock
This prospectus supplement supplements the prospectus dated August 10, 2010, previously supplemented on September 1, 2010, October 8, 2010 and November 12, 2010, relating to the resale from time to time by holders of (a) our 7.5% Senior Convertible Notes due 2020, which we refer to as the notes, (b) shares of our common stock issuable upon conversion of the notes, (c) certain shares of common stock issued to the parties that backstopped the offering of the notes, whom we refer to as the backstop providers, whether pursuant to the backstop or otherwise, on the effective date of the plan of reorganization confirmed by the bankruptcy court on February 18, 2010 in connection with our emergence from Chapter 11 bankruptcy proceedings and (d) the common stock issuable upon exercise of the warrants issued to certain backstop providers. We refer to the common stock being registered pursuant to clauses (b), (c) and (d) of the preceding sentence collectively as registrable common stock.
This prospectus supplement incorporates into our prospectus the information contained in our attached current report on Form 8-K, which was filed with the Securities and Exchange Commission on November 15, 2010.
You should read this prospectus supplement in conjunction with the accompanying prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the accompanying prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the accompanying prospectus.
You should carefully consider matters discussed under the caption “Risk Factors” beginning on page 4 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 15, 2010
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): November 15, 2010
ACCURIDE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 001-32483 |
| 61-1109077 |
(State or Other Jurisdiction |
| (Commission |
| (IRS Employer |
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 8.01. Other Events.
Accuride Corporation (the “Company”) is filing its unaudited pro forma condensed consolidated financial information for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010, set forth in Exhibit 99.1 and presented in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of operations is derived from the historical consolidated financial statements of the Company and gives pro forma effect to (i) the Company’s Third Amended Plan of Reorganization, as amended and confirmed by the United States Bankruptcy Court for the District of Delaware on February 18, 2010 and (ii) the adoption of Fresh Start Accounting in accordance with Accounting Standards Codification No. 852, “Reorganizations,” in each case, upon the Company’s emergence from Chapter 11 bankruptcy proceedings on February 26, 2010. Exhibit 99.1 is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Pro Forma Financial Information for Accuride Corporation.
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.
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| ACCURIDE CORPORATION | |
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Date: | November 15, 2010 |
| /s/ Stephen A. Martin |
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| Stephen A. Martin | |
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| Senior Vice President / General Counsel | |
EXHIBIT INDEX
Exhibit No. |
| Description |
99.1 |
| Pro Forma Financial Information for Accuride Corporation. |
Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
Management has prepared the unaudited pro forma condensed consolidated financial information of Accuride Corporation (the “Company”) for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010 in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of operations is derived from the historical consolidated financial statements of the Company and gives pro forma effect to (i) the Company’s Third Amended Plan of Reorganization, as amended and confirmed by the United States Bankruptcy Court for the District of Delaware on February 18, 2010 and (ii) the adoption of Fresh Start Accounting in accordance with Accounting Standards Codification No. 852, “Reorganizations,” in each case, upon the Company’s emergence from Chapter 11 bankruptcy proceedings on February 26, 2010.
Basis of Presentation
The accounting policies used in the preparation of the unaudited pro forma consolidated financial statements are those disclosed in the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2009, as presented in the Company’s Annual Report on Form 10-K filed on March 30, 2010, and the Company’s unaudited consolidated financial statements for the nine-month period ended September 30, 2010, as presented in the Company’s Quarterly Report on Form 10-Q filed on November 9, 2010. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with these filings, including the consolidated financial statements and related notes contained therein.
For Fresh Start Accounting, the allocations of fair value are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the Company’s emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the fourth quarter of 2010. For further information regarding Fresh Start Accounting adjustments, please refer to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2010.
The unaudited pro forma financial data set forth below are presented for informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had the Plan of Reorganization, Fresh Start Accounting and related events been consummated on the dates indicated, and do not purport to be indicative of the Company’s results of operations for any future period.
[Table begins on the next page]
The adjustments made for the Company’s emergence from Chapter 11 bankruptcy proceedings in the unaudited pro forma condensed consolidated financial information for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010 assume the financial effects resulting from the implementation of the Plan of Reorganization and the adoption of Fresh Start Accounting as of January 1, 2009.
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| Predecessor |
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| Pro Forma |
| Predecessor |
| Successor |
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| Pro Forma |
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(in thousands) |
| 2009 |
| Adjustments |
| 2009 |
| 2010 |
| 2010 |
| Adjustments |
| 2010 |
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Operating Data: |
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Net sales |
| $ | 570,193 |
| — |
| $ | 570,193 |
| $ | 104,059 |
| $ | 466,243 |
| — |
| $ | 570,302 |
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Gross profit (loss) (b) |
| (2,302 | ) | $ | 12,863 |
| 10,561 |
| 4,482 |
| 42,723 |
| $ | 5,015 |
| 52,220 |
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Operating expenses (c)(d) |
| 62,793 |
| (10,905 | ) | 51,888 |
| 7,595 |
| 39,455 |
| (5,656 | ) | 41,394 |
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Income (loss) from operations |
| (65,095 | ) | 23,768 |
| (41,327 | ) | (3,113 | ) | 3,268 |
| 10,671 |
| 10,826 |
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Interest expense, net (e) |
| 59,753 |
| (17,547 | ) | 42,206 |
| 7,496 |
| 24,452 |
| (153 | ) | 31,795 |
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Gain (loss) on extinguishment of debt |
| (5,389 | ) | — |
| (5,389 | ) | — |
| — |
| — |
| — |
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Unrealized loss on mark to market valuation of the convertible notes conversion option (f) |
| — |
| — |
| — |
| — |
| 5,623 |
| — |
| 5,623 |
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Other income (expense), net |
| 6,888 |
| — |
| 6,888 |
| 566 |
| 4,588 |
| — |
| 5,154 |
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Reorganization items (g) |
| 14,379 |
| (14,379 | ) | — |
| (59,311 | ) | — |
| 59,311 |
| — |
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Income tax (expense) benefit (h) |
| (2,384 | ) | (21,721 | ) | (24,105 | ) | 1,534 |
| (4,694 | ) | 18,910 |
| 15,750 |
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Net income (loss) |
| $ | (140,112 | ) | $ | 33,973 |
| $ | (106,139 | ) | 50,802 |
| (15,667 | ) | (29,577 | ) | 5,558 |
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Weighted average common shares outstanding—basic |
| 39,028 |
| 204,401 |
| 243,429 |
| 47,572 |
| 126,295 |
| 204,401 |
| 330,696 |
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Basic income (loss) per share |
| $ | (3.59 | ) |
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| $ | (0.44 | ) | $ | 1.07 |
| $ | (0.12 | ) |
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| $ | 0.02 |
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Weighted average common shares outstanding—diluted |
| 39,028 |
| 204,401 |
| 243,429 |
| 47,572 |
| 126,295 |
| 204,401 |
| 330,696 |
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Diluted income (loss) per share |
| $ | (3.59 | ) |
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| $ | (0.44 | ) | $ | 1.07 |
| $ | (0.12 | ) |
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| $ | 0.02 |
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Other Data: |
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Net cash provided by (used in): |
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Operating activities |
| $ | (39,312 | ) |
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| $ | (20,773 | ) | $ | (15,725 | ) |
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Investing activities |
| (34,873 | ) |
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| (2,012 | ) | 5,118 |
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Financing activities |
| 7,030 |
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| 46,611 |
| (18,376 | ) |
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Adjusted EBITDA |
| 23,671 |
| — |
| $ | 23,671 |
| 4,683 |
| 46,434 |
| — |
| $ | 51,117 |
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Depreciation, amortization, and impairment |
| 55,665 |
| $ | (6,753 | ) | 48,912 |
| 7,532 |
| 30,728 |
| $ | (4,044 | ) | 34,186 |
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Capital expenditures |
| 20,364 |
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| 1,457 |
| 8,148 |
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(a) Pro forma financial information included in this table is presented, where applicable, in accordance with Article 11 of Regulation S-X. Accordingly, we have not included a pro forma balance sheet because the relevant adjustments are already reflected in the Company’s balance sheet as of September 30, 2010, which is presented in our Quarterly Report on Form 10-Q filed on November 9, 2010.
(b) Depreciation expense for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010, have been revised to reflect the preliminary allocations of fair values and increases the useful lives of our assets, as follows:
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| Depreciation |
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(in thousands, except for years) |
| Fair |
| Useful Life |
| Year Ended |
| Nine Months |
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Land |
| $ | 17,461 |
| N/A |
| N/A |
| N/A |
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Building |
| 39,280 |
| 8-14 years |
| $ | 3,571 |
| $ | 2,678 |
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Machinery and Equipment |
| 216,851 |
| 4-10 years |
| 30,979 |
| 23,234 |
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Total pro forma depreciation expense |
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| 34,550 |
| 25,912 |
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Less historical depreciation expense |
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| (47,413 | ) | (30,927 | ) | |||
Total |
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| $ | (12,863 | ) | $ | (5,015 | ) | |
The fair values above are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of our emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the fourth quarter of 2010.
(c) Amortization expense for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010, have been revised to reflect the preliminary allocations of intangible assets at fair value, as follows:
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| Amortization |
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(in thousands, except for years) |
| Fair |
| Useful Life |
| Year Ended |
| Nine Months |
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Trade Names |
| $ | 34,000 |
| N/A |
| N/A |
| N/A |
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Technology |
| 40,900 |
| 15 years |
| $ | 2,727 |
| $ | 2,045 |
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Customer relationships |
| 166,100 |
| 20 years |
| 8,305 |
| 6,229 |
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Total pro forma amortization expense |
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| 11,032 |
| 8,274 |
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Less historical amortization expense |
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| (4,922 | ) | (7,303 | ) | |||
Total |
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| $ | 6,110 |
| $ | 971 |
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The fair values above are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of our emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the fourth quarter of 2010.
(d) For the fiscal year ended December 31, 2009, operating expenses were adjusted to remove $17,015 of prepetition professional fees and related bankruptcy expenses. For the nine months ended September 30, 2010, operating expenses were adjusted to remove $6,627 of professional fees and expenses.
(e) For the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010, pro forma interest expense reflects our new capital structure upon our emergence from Chapter 11 bankruptcy proceedings based on an assumed LIBOR of 400 basis points as follows:
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| Interest Expense |
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(in thousands, except for years) |
| Year Ended |
| Nine Months |
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Postpetition senior credit facility (1) |
| $ | 30,129 |
| $ | 22,669 |
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Convertible notes (2) |
| 12,797 |
| 9,312 |
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Total pro forma interest expense |
| 42,926 |
| 31,981 |
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Less historical interest expense |
| (60,473 | ) | (32,134 | ) | ||
Total |
| $ | (17,547 | ) | $ | (153 | ) |
(1) Reflects pro forma interest expense on our postpetition senior credit facility assuming an initial outstanding balance of $309.0 million at an interest rate of 9.75%.
(2) Reflects pro forma interest expense on our convertible notes offered at an interest rate of 7.5%, net of the amortized discount, and accretion of the debt discount.
(f) Represents loss due to the application of Statement of Financial Accounting Standard No. 133 to our convertible notes conversion option. We do not adjust for this loss because it is expected to be a recurring item going forward.
(g) For the fiscal year ended December 31, 2009, reorganization items were adjusted to remove the professional fees and expenses incurred related to our Plan of Reorganization. For the nine-month period ended September 30, 2010, reorganization items were adjusted to remove the net benefit recognized due to our discharge of debt on February 26, 2010, the effective date of the Plan of Reorganization, net of other professional fees and expenses incurred.
(h) Tax effect of pro forma adjustments at 39%.