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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): August 19, 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 5. Other Events.
This Current Report on Form 8-K supplements Item 6 "Selected Financial Data",
Item 7 "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and Item 8 "Financial Statements and Supplementary Data" of the
Commonwealth Industries, Inc. (the "Company") Annual Report on Form 10-K for the
year ended December 31, 2003 as filed on March 12, 2004 (the "Form 10-K"). These
additions are made to restate the Consolidated Financial Statements of the
Company for the year ended December 31, 2003 to reflect the Company's Alflex
subsidiary, which comprised the Company's Electrical Products Segment, as a
discontinued operation. On June 4, 2004 the Company entered into an agreement to
sale Alflex to Southwire Company and the disposition was completed on July 30,
2004. Corresponding changes have been made to the Company's Management's
Discussion and Analysis of Restated Financial Condition and Results of
Operations for each of the years in the three-year period ended December 31,
2003 covered by the restated Consolidated Financial Statements and to the
Selected Financial Data which sets forth selected consolidated statement of
operations, operating and balance sheet data for the five-year period ended
December 31, 2003.
For a description of other material events occurring since March 12, 2004,
please read the Company's reports filed with the Securities and Exchange
Commission, including the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2004 and June 30, 2004.
Restatement of Commonwealth Industries, Inc.'s 2003, 2002 and 2001 Consolidated
Financial Statements and Notes (Revised Item 8 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2003.)
COMMONWEALTH INDUSTRIES, INC.
Consolidated Balance Sheet
(in thousands except share data)
December 31,
-------------------------------------
2003 2002
------------- -------------
Assets
Current assets:
Cash and cash equivalents $ - $ 13,199
Accounts receivable, net 307 77
Inventories 116,150 110,620
Net residual interest in receivables sold 44,889 61,755
Prepayments and other current assets 13,964 6,681
Current assets of discontinued operations 35,704 34,875
------------- -------------
Total current assets 211,014 227,207
Property, plant and equipment, net 127,610 131,038
Other noncurrent assets 7,802 6,111
Noncurrent assets of discontinued operations 33,690 64,802
------------- -------------
Total assets $ 380,116 $ 429,158
============= =============
Liabilities
Current liabilities:
Outstanding checks in excess of deposits $ 947 $ -
Accounts payable 44,176 55,869
Accrued liabilities 21,259 26,169
Current liabilities of discontinued operations 9,458 6,337
------------- -------------
Total current liabilities 75,840 88,375
Long-term debt 125,000 125,000
Other long-term liabilities 3,845 5,183
Accrued pension benefits 29,017 25,353
Accrued postretirement benefits 67,146 76,670
Noncurrent liabilities of discontinued operations 1,130 1,390
------------- -------------
Total liabilities 301,978 321,971
------------- -------------
Commitments and contingencies - -
Stockholders' Equity
Common stock, $0.01 par value, 50,000,000 shares authorized,
16,010,971 and 15,997,651 shares outstanding at
December 31, 2003 and 2002, respectively 160 160
Additional paid-in capital 405,703 405,613
Accumulated deficit (308,477) (277,942)
Accumulated other comprehensive income:
Unrealized gain on security 34 -
Minimum pension liability adjustment (21,276) (21,391)
Effects of cash flow hedges 1,994 747
------------- -------------
Total stockholders' equity 78,138 107,187
------------- -------------
Total liabilities and stockholders' equity $ 380,116 $ 429,158
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
COMMONWEALTH INDUSTRIES, INC.
Consolidated Statement of Operations
(in thousands except per share data)
Year ended December 31,
---------------------------------------------
2003 2002 2001
----------- ------------ -----------
Net sales $ 817,711 $ 853,849 $ 801,786
Cost of goods sold 769,402 804,637 774,895
----------- ------------ -----------
Gross profit 48,309 49,212 26,891
Selling, general and administrative expenses 34,317 34,428 41,187
Amortization of goodwill - - 2,248
Asset impairment charges - - 167,267
----------- ------------ -----------
Operating income (loss) 13,992 14,784 (183,811)
Other income (expense), net 1,771 1,636 907
Interest expense, net (15,506) (15,854) (16,635)
----------- ------------ -----------
Income (loss) from continuing operations before
income taxes and cumulative
effect of change in accounting principle 257 566 (199,539)
Income tax expense (benefit) 115 (2,357) 135
----------- ------------ -----------
Income (loss) from continuing operations
before cumulative effect of change in
accounting principle 142 2,923 (199,674)
Discontinued operations:
Income (loss) from operations before income taxes (29,007) 6,258 6,187
Income tax expense 69 65 65
----------- ------------ -----------
Income (loss) from discontinued operations (29,076) 6,193 6,122
----------- ------------ -----------
Income (loss) before cumulative effect of change
in accounting principle (28,934) 9,116 (193,552)
Cumulative effect of change in accounting principle - (25,327) -
----------- ------------ -----------
Net income (loss) $ (28,934) $ (16,211) $(193,552)
=========== ============ ===========
Basic net income (loss) per share:
Income (loss) from continuing operations $ 0.01 $ 0.18 $ (12.15)
Income (loss) from discontinued operations (1.82) 0.39 0.37
Cumulative effect of change in accounting principle - (1.58) -
Net income (loss) (1.81) (1.01) (11.78)
Diluted net income (loss) per share:
Income (loss) from continuing operations $ 0.01 $ 0.18 $ (12.15)
Income (loss) from discontinued operations (1.81) 0.38 0.37
Cumulative effect of change in accounting principle - (1.57) -
Net income (loss) (1.80) (1.01) (11.78)
Weighted average shares outstanding
Basic 16,011 15,994 16,428
Diluted 16,075 16,097 16,428
The accompanying notes are an integral part of the consolidated financial
statements.
COMMONWEALTH INDUSTRIES, INC.
Consolidated Statement of Comprehensive Income (Loss)
(in thousands)
Year ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ---------
Net income (loss) $ (28,934) $ (16,211) $(193,552)
Other comprehensive income, net of tax:
Unrealized gain on security 34 - -
Minimum pension liability adjustment 115 (21,391) -
Net change related to cash flow hedges:
Cumulative effect of accounting change - - 6,619
Increase (decrease) in fair value of cash flow hedges 9,615 1,867 (31,451)
Reclassification adjustment for (gains) losses included in net income (8,368) 10,224 13,488
---------- ---------- ---------
Net change related to cash flow hedges 1,247 12,091 (11,344)
---------- ---------- ---------
Comprehensive income (loss) $ (27,538) $ (25,511) $(204,896)
========== ========== =========
The accompanying notes are an integral part of the consolidated financial
statements.
COMMONWEALTH INDUSTRIES, INC.
Consolidated Statement of Changes in Stockholders' Equity
(in thousands except share and per share data)
Accumulated
Other
Comprehensive
Income:
Notes ------------------------------
Common Stock Receivable Unrealized Minimum Effects of
---------------- Additional from Sale Gain Pension Cash Total
Number of Paid-in Accumulated Unearned of Common on Liability Flow Stockholders'
Shares Amount Capital Deficit Compensation Stock Security Adjustment Hedges Equity
---------- ----- ------- --------- -------- ---------- ------- -------- --------- --------
Balance December 31, 2000 16,528,051 $ 165 $ 408,505 $ (61,688) $ (7) $ (8,582) $ - $ - $ - $ 338,393
Net income (loss) - - - (193,552) - - - - - (193,552)
Cash dividends, $0.20
per share - - - (3,292) - - - - - (3,292)
Effects of cash flow hedges - - - - - - - - (11,344) (11,344)
Amortization of unearned
compensation - - - - 7 - - - - 7
Issuance of stock in connection
with stock awards 24,975 - 106 - - - - - - 106
Repayments of notes receivable
and retirement of common
stock (583,996) (5) (3,168) - - 7,021 - - - 3,848
---------- ----- ------- --------- -------- ---------- ------- -------- --------- --------
Balance December 31, 2001 15,969,030 160 405,443 (258,532) - (1,561) - - (11,344) 134,166
Net income (loss) - - - (16,211) - - - - - (16,211)
Cash dividends, $0.20
per share - - - (3,199) - - - - - (3,199)
Minimum pension liability
adjustment - - - - - - - (21,391) - (21,391)
Effects of cash flow hedges - - - - - - - - 12,091 12,091
Issuance of stock in connection
with stock awards 28,621 - 170 - - - - - - 170
Repayments of notes receivable
and retirement of common
stock - - - - - 1,561 - - - 1,561
---------- ----- ------- --------- -------- ---------- ------- -------- --------- --------
Balance December 31, 2002 15,997,651 160 405,613 (277,942) - - - (21,391) 747 107,187
Net income (loss) - - - (28,934) - - - - - (28,934)
Cash dividends, $0.10
per share - - - (1,601) - - - - - (1,601)
Unrealized gain on security - - - - - - 34 - - 34
Minimum pension liability
adjustment - - - - - - - 115 - 115
Effects of cash flow hedges - - - - - - - - 1,247 1,247
Issuance of stock in connection
with stock awards 13,320 - 90 - - - - - - 90
---------- ----- ------- -------- -------- ---------- ------- -------- --------- --------
Balance December 31, 2003 16,010,971 $ 160 $405,703 $(308,477) $ - $ - $ 34 $ (21,276) $1,994 $ 78,138
========== ===== ======= ======== ======== ========== ======= ========= ========= ========
The accompanying notes are an integral part of the consolidated financial
statements.
COMMONWEALTH INDUSTRIES, INC.
Consolidated Statement of Cash Flows
(in thousands)
Year ended December 31,
--------------------------------------------
2003 2002 2001
---------- ---------- -----------
Cash flows from operating activities:
Net income (loss) $(28,934) $ (16,211) $ (193,552)
Loss (income) from discontinued operations 29,076 (6,193) (6,122)
Adjustments to reconcile net income (loss) to net cash (used in)
provided by operations:
Depreciation 18,832 18,891 27,853
Amortization 895 984 3,536
Asset impairment charges - - 167,267
Goodwill impairment charges - 13,470 -
Loss on disposal of property, plant and equipment 554 325 264
Issuance of common stock in connection with stock awards 90 170 106
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net (230) 15 (6)
(Increase) decrease in inventories (5,530) (5,991) 12,273
Decrease (increase) in net residual interest in receivables sold 16,900 516 (14,949)
(Increase) decrease in prepayments and other current assets (7,142) (2,120) 8,342
(Increase) in other noncurrent assets (579) (3,602) (322)
(Decrease) increase in accounts payable (11,693) 10,248 (3,209)
(Decrease) in accrued liabilities (3,804) (105) (1,802)
(Decrease) in other liabilities (9,090) (6,019) (16,977)
---------- ---------- -----------
Net cash (used in) provided by continuing operations (655) 4,378 (17,298)
Net cash provided by discontinued operations 4,068 20,119 20,605
---------- ---------- -----------
Net cash provided by operating activities 3,413 24,497 3,307
---------- ---------- -----------
Cash flows from investing activities:
Purchases of property, plant and equipment (16,116) (15,975) (8,797)
Proceeds from sale of property, plant and equipment 158 23 100
---------- ---------- -----------
Net cash (used in) investing activities (15,958) (15,952) (8,697)
---------- ---------- -----------
Cash flows from financing activities:
Increase in outstanding checks in excess of deposits 947 - -
Proceeds from long-term debt 108,970 77,270 57,110
Repayments of long-term debt (108,970) (77,270) (57,110)
Repayments of notes receivable from sale of common stock - 1,561 3,848
Cash dividends paid (1,601) (3,199) (3,292)
---------- ---------- -----------
Net cash (used in) provided by financing activities (654) (1,638) 556
---------- ---------- -----------
Net (decrease) increase in cash and cash equivalents (13,199) 6,907 (4,834)
Cash and cash equivalents at beginning of period 13,199 6,292 11,126
---------- ---------- -----------
Cash and cash equivalents at end of period $ - $ 13,199 $ 6,292
========== ========== ===========
Supplemental disclosures:
Interest paid $ 14,595 $ 14,483 $15,609
Income taxes paid (refunds received) 118 (2,524) 36
Non-cash activities:
Repayment of notes receivable from sale of common stock with
common stock and subsequent retirement of common stock $ - $ - $ 3,173
The accompanying notes are an integral part of the consolidated financial
statements.
COMMONWEALTH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Summary of Significant Accounting Policies
Commonwealth Industries, Inc. (the "Company") operates principally in the
United States in one segment after having disposed of its other segment, the
electrical products segment, in July 2004. The aluminum segment manufactures
common alloy aluminum sheet for distributors and the transportation,
construction, and consumer durables end-use markets. The electrical products
segment manufactured flexible electrical wiring products for the commercial
construction and do-it-yourself markets.
The Company has restated the consolidated financial statements for the years
ended December 31, 2003, 2002 and 2001 as a result of the Company's disposal of
its Alflex subsidiary, which comprised its electrical products segment. The
assets and liabilities, results of operations and cash flows of the electrical
products segment have been reported separately as discontinued operations in the
Company's consolidated financial statements. Certain other reclassifications
have been made to present the financial statements on a consistent basis.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions have
been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The Company's most significant estimates relate to the valuation of property,
plant and equipment and goodwill, assumptions and methodology for assessing
hedge effectiveness regarding aluminum and natural gas futures contracts,
forward contracts and options, assumptions for computing pension and
postretirement benefits obligations, allowance for uncollectible accounts
receivable, assumptions for computing workers' compensation liabilities and
environmental liabilities.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits with banks and highly liquid
investments with original maturities of three months or less. The carrying
amount of cash and cash equivalents approximates their fair value.
Concentrations of Credit Risk
Futures contracts, options, cash investments and accounts receivable
potentially subject the Company to concentrations of credit risk. The Company
places its cash investments with high credit quality institutions. At times,
such cash investments may be in excess of the Federal Deposit Insurance
Corporation insurance limit. Credit risk with respect to accounts receivable
exists related to concentrations of sales to aluminum distributors, who in turn
resell the Company's aluminum products to end-use markets, including the
consumer durables, building and construction and transportation markets. During
2003, 2002 and 2001, sales to one major customer amounted to approximately
10.9%, 12.6% and 14.0%, respectively, of the Company's net sales. No other
single customer accounted for more than 10% of the Company's net sales in 2003,
2002 or 2001. The Company performs ongoing credit evaluations of its customers'
financial condition but does not require collateral to support customer
receivables.
Inventories
Inventories are stated at the lower of cost or market. The methods of accounting
for inventories are described in note 5.
Long-Lived Assets
Property, plant and equipment are carried at cost and are being depreciated on a
straight-line basis over the estimated useful lives of the assets which
generally range from 15 to 33 years for buildings and improvements and from 5 to
20 years for machinery and equipment. Repair and maintenance costs are charged
against income while renewals and betterments are capitalized. Retirements,
sales and disposals of assets are recorded by removing the cost and accumulated
depreciation from the accounts with any resulting gain or loss reflected in
income.
Goodwill represents the excess of cost over the fair value of net assets
acquired and prior to 2002 was being amortized on a straight-line basis over
forty years. Accumulated amortization was $13.9 million at December 31, 2001.
Beginning January 1, 2002 goodwill is no longer amortized, but instead is being
evaluated annually for impairment according to the provisions of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"). See note 3 for additional information.
Prior to January 1, 2002, the Company periodically evaluated the carrying value
of long-lived assets to be held and used, including goodwill and other
intangible assets according to the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS No.121"). In the
event that facts and circumstances indicated that the carrying amount of an
asset or group of assets may be impaired, an evaluation of recoverability was
performed in accordance with the provisions of SFAS No. 121. In performing the
evaluation, the estimated future undiscounted cash flows associated with the
asset was compared to the assets' carrying amount to determine if a write-down
to fair value or discounted cash flow value was required. The Company recorded
an impairment charge in the fourth quarter of 2001 according to the provisions
of SFAS No.121. See note 2 for additional information.
After January 1, 2002, the Company periodically evaluates the carrying value of
long-lived assets to be held and used according to Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS No. 144"). The Statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This Statement superseded SFAS No. 121, and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions",
for the disposal of a "segment of a business" (as previously defined in that
Opinion). The adoption of SFAS No. 144 had no impact on the Company's financial
statements in 2002.
Capitalized Software Costs
The Company capitalizes certain computer software acquisition and
implementation costs. Computer software costs of $7.7 million and $5.3 million
were capitalized during the year ended December 31, 2003 and 2002, respectively,
relating to the Company's project to upgrade its information technology systems
which became operational in the fourth quarter of 2003. The Company recorded
$0.4 million of depreciation during the fourth quarter of 2003 relating to the
project.
Capitalized Interest Costs
The Company capitalizes interest costs associated with the financing of major
capital expenditures up to the time the asset is ready for its intended use.
Deferred Financing Costs
The costs related to the issuance of debt are capitalized and amortized over the
lives of the related debt as interest expense.
Financial Instruments
The Company enters into futures contracts, forward contracts and options to
manage exposures to price risk related to aluminum and natural gas purchases.
The Company also occasionally uses interest rate swap agreements to manage
interest rate risk. Gains and losses on these financial instruments which
effectively hedge exposures are deferred, net of taxes if any, in other
comprehensive income and included in income when the underlying transactions
occur. The ineffective portion of the gains and losses are recorded currently in
the consolidated statement of operations. Gains and losses on certain other
financial instruments entered into to mitigate risk which do not qualify for
hedge accounting are recognized currently in the consolidated statement of
operations. See note 7 for additional information.
Income Taxes
The Company accounts for income taxes using the liability method, whereby
deferred income taxes reflect the tax effect of temporary differences between
the carrying amount of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. In valuing deferred tax assets,
the Company uses judgment in determining if it is more likely than not that some
portion or all of a deferred tax asset will not be realized and the amount of
the required valuation allowance.
Revenue Recognition
The Company recognizes revenue upon passage of title to the customer.
The Company classifies customer rebates as sales deductions in accordance
with the requirements of Emerging Issues Task Force Issue No. 01-09 and
classifies shipping costs incurred as a component of cost of goods sold in
accordance with the requirements of Emerging Issues Task Force Issue No. 00-10.
Computation of Net Income Per Common Share
Basic net income per common share has been computed by dividing net income by
the weighted average number of common shares outstanding during the period.
Diluted net income per share has been computed by dividing net income by the
weighted average number of common and common equivalent shares (stock options)
outstanding during the period.
Stock-Based Compensation
At December 31, 2003, the Company had stock-based compensation plans which are
described more fully in note 14. As permitted by Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123"), the Company follows the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations in accounting for its stock option plans under the intrinsic
value based method. Accordingly, no stock-based compensation expense has been
recognized for stock options issued under the plans as all stock options granted
under the plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. Had compensation expense been
determined based on the fair value of the stock options at the grant date
consistent with the provisions of SFAS No. 123, the Company's net loss and basic
and diluted net loss per share would have been increased for 2003, 2002 and 2001
to the pro forma amounts which follow (in thousands except per share data):
2003 2002 2001
---- ---- ----
Net income (loss) as reported $(28,934) $(16,211) $(193,552)
Less total stock-based employee
compensation expense determined under
fair value method for all awards, net
of related tax effects 327 372 106
--------- --------- ----------
Pro forma net income (loss) $(29,261) $(16,583) $(193,658)
========= ========= ==========
Basic net income (loss) per share
As reported $(1.81) $(1.01) $(11.78)
Pro forma (1.83) (1.04) (11.79)
Diluted net income (loss) per share
As reported $(1.81) $(1.00) $(11.78)
Pro forma (1.83) (1.03) (11.79)
Self Insurance
The Company is substantially self-insured for losses related to workers'
compensation and health claims. Losses are accrued based upon the Company's
estimates of the aggregate liability for claims incurred based on Company
experience and certain actuarial assumptions. Under the terms of the workers'
compensation programs, the Company is required to maintain pre-determined
amounts of cash security, restricted as to use. At December 31, 2003 and 2002,
$3.2 million and $2.9 million, respectively, of other noncurrent assets on the
consolidated balance sheet were so restricted.
Environmental Compliance and Remediation
Environmental expenditures relating to current operations are expensed or
capitalized as appropriate. Expenditures relating to existing conditions caused
by past operations, which do not contribute to current or future revenues, are
expensed. Liabilities for remediation costs and post-remediation monitoring are
recorded when they are probable and reasonably estimable. The liability may
include costs such as environmental site evaluations, consultant fees,
feasibility studies, outside contractor and monitoring expenses. The assessment
of this liability is calculated based on existing technology, does not reflect
any offset for possible recoveries from insurance companies and is not
discounted. The Company expenses all legal fees associated with remediation
costs and post-remediation monitoring as the fees are incurred. These fees are
neither estimable nor probable, as it is not possible to predict the amount or
timing of cost for future environmental matters which may subsequently be
determined.
Capital Lease Obligations
The Company leases certain property, plant and equipment used in its
operations, some of which are required to be capitalized in accordance with
Statement of Financial Accounting Standards No. 13, "Accounting for Leases"
("SFAS No. 13"). SFAS No. 13 requires the capitalization of leases meeting
certain criteria, with the related asset being recorded in property, plant and
equipment and an offsetting amount recorded as a liability.
Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board issued Financial
Accounting Standards Board Interpretation No. 46, "Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"), and issued a
revision in December 2003. This Interpretation of Accounting Research Bulletin
No. 51, "Consolidated Financial Statements" requires certain variable interest
entities to be consolidated by the primary beneficiary of the entity if the
equity investors in the entity do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties. FIN 46 is effective for the Company in the quarter ending March
31, 2004. Management does not expect the adoption of this Interpretation to have
a material impact on the Company's results of operations or financial position.
In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (" SFAS No. 149"). The Statement
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 149 is generally effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003. In addition, the provisions of this Statement are generally to be
applied prospectively. The Statement's initial adoption did not have a material
impact on the Company's results of operations or financial position.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS No.
150"). The Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. The provisions of SFAS
No. 150 apply immediately to all financial instruments entered into or modified
after May 31, 2003, and otherwise are effective at the beginning of the first
interim period beginning after June 15, 2003. The Statement's initial adoption
did not have a material impact on the Company's results of operations or
financial position.
In December 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 132 (revised 2003), "Employers' Disclosures
about Pensions and Other Postretirement Benefits". The Statement requires
additional disclosures about an employer's pension plans and postretirement
benefits plans such as: the types of plan assets, investment strategy,
measurement date, plan obligations, cash flows, and components of net periodic
benefit cost recognized during interim periods. See notes 10 and 11 to the
consolidated financial statements for the required additional disclosures.
2. Asset Impairment Charges
During the fourth quarter of 2001, the Company recorded a non-cash asset
impairment charge of $167.3 million or $10.18 per basic and diluted share
(before and after tax) related to the impairment of certain property, plant and
equipment and goodwill in its aluminum segment. The asset impairment charges
resulted from the application of the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS No. 121") which
required that long-lived assets, certain intangibles and goodwill held and used
by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying value of these assets may not be
recoverable. The Company undertook the impairment review upon concluding, in the
weeks following the tragic events of September 11, that the economic recovery
forecast by the Company to restore its aluminum rolling mill operations to
profitability in the second half of 2001 would not occur, and that a
continuation of poor market conditions would impact the carrying amount of the
assets. The estimated fair value of the assets was based on anticipated cash
flows of the operations in the Company's aluminum business discounted at a rate
commensurate with the risk involved. The $167.3 million impairment charge was
composed of $85.4 million of property, plant and equipment write-downs ($1.8
million of net land and improvements, $15.7 million of net building
improvements, $59.0 million of net machinery and equipment and $8.9 million of
construction in progress) and $81.9 million of goodwill write-downs.
3. Goodwill
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No.
142"). The Statement addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes Accounting Principles Board
Opinion No. 17, "Intangible Assets" and amends Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" ("SFAS No. 121"), to exclude from its scope
goodwill and intangible assets that are not amortized. SFAS No. 121 was
subsequently superseded by Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS No.
144").
SFAS No. 142 addresses how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements. Under SFAS No. 142, goodwill is no longer to be amortized but
reviewed for impairment annually or more frequently if certain indicators arise,
using a two-step approach. SFAS No. 142 was effective January 1, 2002 and the
Company was required to complete step one of a transitional impairment test by
June 30, 2002 and to complete step two of the transitional impairment test, if
step one indicates that the reporting unit's carrying value exceeds its fair
value, by December 31, 2002. Any impairment loss resulting from the transitional
impairment test was required to be recorded as a cumulative effect of a change
in accounting principle in the quarter ended March 31, 2002. Any subsequent
impairment losses will be reflected in operating income in the consolidated
statement of operations. The net goodwill balances attributable to each of the
Company's reporting units were tested for impairment by comparing the fair value
of each reporting unit to its carrying value. Fair value was determined by using
the valuation technique of calculating the present value of estimated expected
future cash flows (using a discount rate commensurate with the risks involved).
Based upon the transitional impairment test performed upon adoption of SFAS No.
142, the Company recorded a goodwill impairment loss of $25.3 million ($13.5
million in its aluminum segment and $11.8 million in its discontinued electrical
products segment). As required by SFAS No. 142 and previously described, the
Company recorded the goodwill write-down as a cumulative effect of a change in
accounting principle as of January 1, 2002 and restated the Company's first
quarter 2002 financial results.
During the fourth quarter of 2003, the Company performed its annual impairment
review of the Company's remaining goodwill balance relating to the discontinued
Alflex electrical products segment and determined that an additional
goodwill impairment write-down of $29.6 million was necessary. The impairment
loss was due to increased competition in the electrical products industry which
lowered the operating profits and cash flows during 2003 over what had been
expected. Based upon this trend, the long-term earnings and cash flow forecasts
were revised.
The following displays the changes in the carrying amount of goodwill in each
of the Company's reportable segments (including the discontinued Alflex
electrical products segment for the years ended December 31, 2003 and 2002 (in
thousands):
Less
Discontinued
Electrical Electrical
Aluminum Products Total Products Total
-------- ---------- --------- ----------- ---------
Balance December 31, 2001 $13,470 $60,729 $74,199 ($60,729) $13,470
Goodwill impairment loss as a result of transitional
Impairment test related to adoption of SFAS No. 142 (13,470) (11,857) (25,327) 11,857 (13,470)
------- ------- ------- ------- --------
Balance December 31, 2002 - 48,872 48,872 (48,872) -
Goodwill impairment loss as a result of annual
Impairment test performed in fourth quarter - (29,607) (29,607) 29,607 -
------- ------- ------- ------- --------
Balance December 31, 2003 $ - $19,265 $19,265 (19,265) $ -
======= ======= ======= ======= ========
The following represents transitional disclosures for the years ending December
31, 2003, 2002 and 2001 relating to goodwill amortization including the goodwill
impairment loss which was recorded as a cumulative effect of a change in
accounting principle as of January 1, 2002, as required by SFAS No. 142 and the
goodwill impairment loss which was recorded in operating income during the
fourth quarter of 2003 (in thousands except per share data):
2003 2002 2001
---- ---- ----
Reported income (loss) from continuing operations before cumulative
effect of change in accounting principle $ 142 $ 2,923 $(199,674)
Reported income (loss) from discontinued operations (29,076) 6,193 6,122
------- ------- --------
Reported income (loss) before cumulative of change in
accounting principle (28,934) 9,116 $(193,552)
Cumulative effect of change in accounting principle - (25,327) -
------- ------- --------
Reported net income (loss) (28,934) (16,211) (193,552)
Add back: goodwill amortization - - 3,988
------- ------- --------
Adjusted net income (loss) $(28,934) $(16,211) $(189,564)
======== ======== ========
Basic net income (loss) per share:
Reported income (loss) from continuing operations before cumulative
effect of change in accounting principle $ 0.01 $ 0.18 $(12.15)
Reported income (loss) from discontinued operations (1.82) 0.39 0.37
Cumulative effect of change in accounting principle - (1.58) -
Reported net income (loss) (1.81) (1.01) (11.78)
Goodwill amortization - - 0.24
Adjusted net income (loss) (1.81) (1.01) (11.54)
Diluted net income (loss) per share:
Reported income (loss) from continuing operations before cumulative
effect of change in accounting principle $ 0.01 $ 0.18 $(12.15)
Reported income (loss) from discontinued operations (1.81) 0.39 0.37
Cumulative effect of change in accounting principle - (1.57) -
Reported net income (loss) (1.80) (1.01) (11.78)
Goodwill amortization - - 0.24
Adjusted net income (loss) (1.80) (1.01) (11.54)
Weighted average shares outstanding
Basic 16,011 15,994 16,428
Diluted 16,075 16,097 16,428
The Company has no other intangible assets other than the goodwill discussed
above.
4. Receivables Purchase Agreement
On September 26, 1997, the Company sold all of its trade accounts receivables to
a 100% owned subsidiary, Commonwealth Financing Corp. ("CFC"). Simultaneously,
CFC entered into a three-year receivables purchase agreement with a financial
institution and its affiliate whereby CFC can sell, 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. The Company services the receivables for a fee in accordance with the
receivables purchase agreement. In addition, under the agreement, the
receivables are sold with no recourse to the Company and the Company records no
discount on the sale of the receivables. During September 2000, the Company and
the financial institution extended the receivables purchase agreement for an
additional three-year period ending in September 2003, in October 2002, extended
the agreement for an additional year ending in September 2004 and in February
2004, extended the agreement through the end of March 2005. In addition during
September 2001, the Company and the financial institution agreed to reduce the
maximum amount which can be outstanding under the agreement to $95.0 million, in
October 2003, the availability was reduced to $60.0 million and in February
2004, the availability was increased to $80.0 million.
At December 31, 2003 and 2002, the Company had outstanding under the agreement
$60.0 million and $24.0 million, respectively, and had $44.9 million and $61.8
million, respectively, of net residual interest in the receivables sold. The net
residual interest in the receivables sold has been reduced by $19.3 million and
$19.4 million at December 31, 2003 and 2002, respectively, for the portion of
the net residual interest that relates to the Company's discontinued electrical
products segment and that was included in the current assets of discontinued
operations on the consolidated balance sheet. The fair value of the net residual
interest is measured at the time of the sale and is based on the sale of similar
assets. In 2003 and 2002, the Company received gross proceeds of $82.0 million
and $51.0 million, respectively, from the sale of receivables and made gross
payments of $46.0 million and $47.0 million, respectively, under the agreement.
The Company maintains an allowance for uncollectible accounts based upon the
expected collectibility of all consolidated trade accounts receivable, including
receivables sold by CFC. The allowance was $1.0 million and $0.5 million at
December 31, 2003 and 2002, respectively, and is netted against the net residual
interest in the receivables sold in the Company's consolidated financial
statements. The allowance relating to the Company's discontinued electrical
products segment of $0.4 million and $0.6 million at December 31, 2003 and 2002,
respectively, is netted against the current assets of discontinued operations on
the consolidated balance sheet.
Under the terms of the agreement, the Company is required to maintain tangible
net worth of $5 million, and to not exceed certain percentages of credit sales
for uncollectible accounts, delinquent accounts and sales returns and
allowances. Should the Company exceed such limitations, the financial
institution has the right to terminate the agreement.
5. Inventories
Inventories at December 31 consist of the following (in thousands):
2003 2002
---- ----
Raw materials $36,502 $19,529
Work in process 47,871 46,293
Finished goods 25,633 32,624
Expendable parts and supplies 12,915 14,320
-------- --------
122,921 112,766
LIFO reserve (6,771) (2,146)
-------- --------
$116,150 $110,620
======== ========
The Company's raw materials, work in process and finished goods inventories are
valued using the last-in, first-out (LIFO) accounting method. The first-in,
first-out (FIFO) accounting method is used for valuing its expendable parts and
supplies inventory. The inventory has been reduced by $15.2 million and $14.7
million, respectively, at December 31, 2003 and 2002, for the portion of the
inventory that relates to the Company's discontinued electrical products segment
and that was included in the current assets of discontinued operations on the
consolidated balance sheet.
6. Property, Plant and Equipment
Property, plant and equipment and the related accumulated depreciation at
December 31 consist of the following (in thousands):
2003 2002
---- ----
Land and improvements $16,910 $16,910
Buildings and improvements 43,272 43,101
Machinery and equipment 301,003 286,483
Construction in progress 11,275 16,285
-------- --------
372,460 362,779
Less accumulated depreciation 244,850 231,741
-------- --------
Net property, plant and equipment $127,610 $131,038
======== ========
Depreciation expense was $18.8 million, $18.9 million and $27.9 million for the
years ended 2003, 2002 and 2001, respectively. The net property, plant and
equipment has been reduced by $14.4 million and $15.9 million, respectively, at
December 31, 2003 and 2002, for the portion of the net property, plant and
equipment that relates to the Company's discontinued electrical products segment
and that was included in the noncurrent assets of discontinued operations on the
consolidated balance sheet. The net book value of property, plant and equipment
was reduced by $85.4 million in 2001 as a result of the asset impairment charges
described in note 2.
7. Financial Instruments and Hedging Activities
Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", including Statement of Financial Accounting Standards No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an amendment of FASB Statement No. 133" ("SFAS No. 133"). The Statement
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded on the balance sheet as either an asset or liability
measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in net income unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the consolidated statement of operations, and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting. Under SFAS No. 133, gains and losses that
represent the effective portion of cash flow hedge transactions are recorded in
other comprehensive income. Gains and losses on these instruments that are
deferred in other comprehensive income are reclassified into net income as cost
of goods sold in the periods when the hedged transactions occur.
The Company enters into futures contracts, forward contracts and options to
manage exposures to price risk related to aluminum and natural gas purchases.
The Company has designated the futures contracts and forward contracts as cash
flow hedges of anticipated aluminum raw material and natural gas requirements,
respectively. For the last three quarters of the year ending December 31, 2003,
the Company's aluminum futures contracts did not meet certain "effectiveness"
requirements set forth in SFAS No. 133. Accordingly, as prescribed by the
provisions of SFAS No. 133, the derivative instruments used as hedges were
marked-to-market and the gains and losses during the last three quarters of 2003
were recorded currently in the consolidated statement of operations instead of
being deferred in other comprehensive income and included in income when the
underlying hedged transactions occur. The Company's natural gas futures continue
to be deemed "effective" per SFAS No. 133 and accordingly the gains and losses
on these financial instruments are deferred in other comprehensive income and
included in income when the underlying hedged transactions occur.
The Company is exposed to losses in the event of non-performance by the
counterparties to these agreements; however, the Company does not anticipate
non-performance by the counterparties. Assessments of credit risks with trading
partners (brokers) are completed through a review of the broker's ratings with
credit rating agencies. However, the Company does not require collateral to
support broker transactions. All brokers trading on the London Metal Exchange
with U.S. clients are regulated by the Commodity Futures Trading Commission,
which requires the brokers to be fully insured against unrealized losses owed to
clients. Brokers of natural gas forward contracts are not regulated. At December
31, 2003, credit lines totaling $27.8 million were available at various
brokerages used by the Company.
The Company recorded a cumulative-effect-type net gain transition adjustment of
$6.6 million in accumulated other comprehensive income to recognize at fair
value all derivatives that were designated as cash-flow hedging instruments upon
adoption of SFAS No. 133 on January 1, 2001. All of this amount was reclassified
from accumulated other comprehensive income into cost of goods sold during 2001.
As of December 31, 2003, approximately $1.8 million of the $2.0 million of
deferred net gains are expected to be reclassified from other comprehensive
income into net income as cost of goods sold over the next twelve months. As of
December 31, 2003, the Company held open aluminum and natural gas futures
contracts, forward contracts and options having maturity dates extending through
December 2005. A net gain of $7.1 million for the year ended December 31, 2003
and a net loss of $0.1 million for both the year ended December 31, 2002 and
2001, was recognized in cost of goods sold representing the amount of the
hedges' ineffectiveness.
At December 31, 2003, the Company held firm-priced aluminum purchase and sales
commitments through May 2005 totaling $5 million and $144 million, respectively.
At December 31, 2002, the Company held firm-priced aluminum purchase and sales
commitments through December 2004 totaling $7 million and $123 million,
respectively.
8. Long-term Debt and Revolving Credit Facility
Long-term debt of the Company at December 31 consisted of the following (in
thousands):
2003 2002
---- ----
Senior subordinated notes $125,000 $125,000
Revolving credit facility - -
-------- --------
125,000 125,000
Less current maturities - -
-------- --------
$125,000 $125,000
======== ========
The Company's $125 million of 10.75% senior subordinated notes are due in 2006.
Interest is payable semi-annually on April 1 and October 1 of each year.
The Company has a credit agreement with a syndicate of banks which is led by PNC
Bank. During March 2002, the credit agreement was amended ("amended credit
agreement") and PNC Bank replaced Bank One Corporation as the administrative
agent and several of the banks in the syndicate were replaced with other banks.
Prior to March 2002, the credit agreement included a $100 million revolving
credit facility, under which the Company had agreed to limit borrowings to $65
million during 2001. The borrowing limitation is currently $30 million under the
amended credit agreement. The credit agreement is collateralized by a pledge of
all of the outstanding stock of the Company's subsidiaries and substantially all
of the Company's assets. Up to $20 million of the revolving credit facility is
available for standby and commercial letters of credit. The amended credit
agreement extended the revolving credit facility commitment from September 2,
2002 to March 31, 2005.
Borrowings under the credit agreement, as revised in 2002, bear interest at a
variable base rate per annum plus up to an additional 2.00% depending on the
results of a quarterly financial test as defined in the agreement. In addition,
the Company must pay to the lenders under the credit agreement, a quarterly
facility fee of 0.750%. The Company must pay a fee ranging from 1.500% to 2.000%
per annum on the carrying amount of each outstanding letter of credit. At
December 31, 2003 and 2002, standby letters of credit totaling $3.1 million and
$2.8 million, respectively, were outstanding under the revolving credit
facility.
The credit agreement includes covenants which, among others, relate to leverage,
interest coverage, fixed charges, capital expenditures and the payment of
dividends.
Based on estimated market values at December 31, 2003 and 2002, the fair value
of the senior subordinated notes was approximately $126 million and $125
million, respectively.
Future aggregate maturities of long-term debt at December 31, 2003 are as
follows (in thousands):
2004 $ -
2005 -
2006 125,000
2007 -
2008 -
--------
Total $125,000
========
9. Stockholders' Equity
In July 1999, the Company adopted an Executive Stock Purchase Incentive Program
(the "Program") which had been authorized by the Company's stockholders at the
Company's annual meeting of stockholders held in April 1999. Under the Program,
the Company extended credit to certain key executives to purchase the Company's
common stock at fair market value. The loans were collateralized by the shares
acquired and were repayable with full-recourse to the executives. The Program
provided for the key executives to earn repayment of the notes including
interest, based on achieving annual and cumulative performance objectives as set
forth by the Management Development and Compensation Committee (the "Committee")
of the Board of Directors. During December 2001, the Committee terminated the
Program and the Board of Directors, at the recommendation of the Committee,
authorized all loans to be repaid with a combination of proceeds from forfeiture
by the executives of the collateralized shares and proceeds from application of
Program termination payments made by the Company to the executives to cover the
deficiency between the loans and the value of the collateralized shares on the
date of termination of the Program. In addition, the Program termination
payments covered income tax obligations incurred by the executives as a result
of the Program termination. For certain of the executives, the Program
termination payments used to repay the loans were divided between payments made
in December 2001 and payments made in April 2002. A total of 677,000 shares were
issued during August 1999 of which no shares were outstanding as of December 31,
2001. The outstanding principal balance of the notes at December 31, 2001 of
$1.6 million was classified as a reduction of stockholders' equity and as
previously mentioned that remaining outstanding amount was repaid in full in
April 2002. The expense relating to the Program was $7.2 million for the year
ended 2001.
10. Pension Plans
The Company has two defined benefit pension plans covering certain salaried and
non-salaried employees. The plan benefits are based primarily on years of
service and employees' compensation during employment for all employees not
covered under a collective bargaining agreement and; on stated amounts based on
job grade and years of service prior to retirement for non-salaried employees
covered under a collective bargaining agreement. During 2003, the non-salaried
plan's benefit formula was increased. This plan amendment increased the
accumulated pension benefit obligation by $2.5 million in 2003 and is being
amortized over the average remaining service lives of the plan's active
employees, which has the effect of increasing net periodic pension costs.
The financial status of the plans at December 31 is as follows (in thousands):
2003 2002
---- ----
Change in benefit obligation:
Benefit obligation at beginning of year $100,768 $88,424
Service cost 2,907 2,625
Interest cost 6,834 6,473
Plan amendment 2,461 -
Actuarial (gain) loss 9,770 10,939
Benefits paid (7,415) (7,693)
-------- -------
Benefit obligation at end of year 115,325 100,768
-------- -------
Change in plan assets:
Fair value of plan assets at beginning of year 72,391 82,300
Actual return on plan assets 13,037 (4,980)
Employer contribution 4,086 2,764
Benefits paid (7,415) (7,693)
------- -------
Fair value of plan assets at end of year 82,099 72,391
------- -------
Funded status (33,226) (28,377)
Unrecognized net actuarial (gain) loss 28,530 27,563
Unrecognized net prior service cost (benefit) (918) (3,289)
Unrecognized net transition obligation (asset) - -
------- -------
Net amount recognized $(5,614) $(4,103)
======= =======
Amounts recognized in the consolidated balance sheet consist of:
(Accrued) pension cost $(30,147) $(26,743)
Intangible asset 3,257 1,249
Accumulated other comprehensive income 21,276 21,391
------- -------
Net amount recognized $(5,614) $(4,103)
======= =======
The accumulated benefit obligation for the plans was $112.2 million and $99.1
million at December 31, 2003 and 2002, respectively. Reflected at December 31,
2003 and 2002 in the Company's consolidated balance sheet is an additional
minimum liability relative to its plans which were underfunded in the amount of
$24.5 million and $22.6 million at December 31, 2003 and 2002, respectively. A
corresponding amount is recorded at December 31, 2003 and 2002, respectively, as
an intangible asset to the extent it did not exceed unrecognized prior service
cost, while the excess was charged to stockholders' equity.
The components of net pension expense for the years ended December 31 are as
follows (in thousands):
2003 2002 2001
---- ---- ----
Components of net pension expense:
Service cost $2,907 $2,625 $2,548
Interest cost 6,834 6,473 6,451
Expected return on plan assets (5,871) (6,926) (7,346)
Net amortization and deferral 1,728 118 (245)
------ ------ ------
Net pension expense $5,598 $2,290 $1,408
====== ====== ======
Included in the net pension expense above is $0.5 million, $0.4 million and
$0.5 million for the years ended 2003, 2002 and 2001, respectively, relating to
the Company's discontinued electrical products segment. The accrued pension
benefits relating to the discontinued electrical products segment were not
assumed by the purchaser of the segment.
The Company is required to make assumptions regarding such variables as the
expected long-term rate of return on plan assets and the discount rate applied
to determine service cost and interest cost. The Company bases its discount rate
used on Moody's Aa bond index plus an adjustment upward to the next quarter
percentage rate. The rates of returns on assets used is determined based upon an
analysis of the plans' historical performance relative to the overall markets
and mix of assets. The Company assesses the expected long-term rate of return on
plan assets assumptions for each plan based on relevant market conditions and
makes adjustments to the assumptions as appropriate. The weighted average
assumptions used to determine benefit obligations at December 31 and net pension
expense for the years ended December 31 are as follows:
2003 2002 2001
---- ---- ----
Weighted average assumptions used to determine benefit obligations at December
31:
Discount rate 6.25% 6.75% 7.50%
Rate of compensation increase 4.50 4.50 4.50
Weighted average assumptions used to determine net pension expense for the years
ended December 31:
Discount rate 6.75% 7.25% 7.75%
Expected return on plan assets 8.50 8.75 8.75
Rate of compensation increase 4.50 4.50 4.50
The plans' assets consist primarily of equity securities, guaranteed investment
contracts and fixed income pooled accounts. The Company's plan asset allocation
at December 31, 2003 and 2002, target allocation for 2004, and expected
long-term rate of return by asset category are as follows:
Weighted Average
Percentage of Plan Target Expected Long-term
Assets at December 31 Allocation Rate of Return
Asset Category 2003 2002 2004 2003
---- ---- ---- ----
Equity securities 39% 38% 38% 10.00%
Debt securities 43 45 45 6.00
Real estate - - - -
Other 18 17 17 11.75
---- ---- ---- -----
Total 100% 100% 100% 8.50%
==== ==== ==== =====
The Company's policy for these plans is to make contributions equal to or
greater than the requirements prescribed by the Employee Retirement Income
Security Act of 1974. The Company expects to make $4.7 million of contributions
to the plans in the year ended December 31, 2004.
The Company also contributes to a union sponsored defined benefit multi-employer
pension plan for certain of its non-salaried employees. The Employee Retirement
Income Security Act of 1974, as amended by the Multi-Employers Pension Plan
Amendment Act of 1980, imposes certain liabilities upon employers who are
contributors to multi-employer plans in the event of the employers' withdrawal
from such a plan or upon a termination of such a plan. Management does not
intend to take any action that would subject the Company to any such
liabilities. The Company's expense relating to the multi-employer pension plan
was approximately $0.2 million in each of the years 2003, 2002 and 2001.
In addition to the defined benefit pension plans described above, the Company
also sponsors defined contribution plans covering certain employees. In one of
the plans, the Company matches 25% to 50% of a participant's voluntary
contributions (depending on the respective plant's annual earnings performance)
up to a maximum of 6% of a participant's compensation. In the other plan, the
Company matches 100% of the first 3% of a participant's voluntary contributions
to the plan. The Company's expense relating to the plans was approximately $1.7
million, $1.2 million and $1.1 million in 2003, 2002 and 2001, respectively.
11. Postretirement Benefits Other Than Pensions
The Company provides postretirement health care and life insurance benefits to
certain employees hired on or before September 1, 1998. The Company accrues the
cost of postretirement benefits within the covered employees' active service
periods. During 2003 changes were made to the plan for all non-bargaining
Kentucky employees to limit eligibility and increase employee's cost sharing
percentages of the Company's postretirement medical insurance premiums. The
plan changes reduced the accumulated postretirement benefit obligation by $13.7
million in 2003 and is being amortized over the average remaining service lives
of the Company's active employees, which has the effect of reducing net periodic
postretirement benefits costs. The financial status of the plan at December 31
is as follows (in thousands):
2003 2002
---- ----
Change in benefit obligation:
Benefit obligation at beginning of year $59,730 $53,069
Service cost 536 658
Interest cost 3,545 3,972
Plan amendment (13,701) 124
Actuarial loss (gain) 3,993 6,013
Benefits paid (4,267) (4,106)
------- -------
Benefit obligation at end of year 49,836 59,730
------- -------
Change in plan assets:
Fair value of plan assets at beginning of year - -
Actual return on plan assets - -
Employer contribution 4,267 4,106
Benefits paid (4,267) (4,106)
------- -------
Fair value of plan assets at end of year - -
------- -------
Funded status (49,836) (59,730)
Unrecognized net actuarial gain (1,826) (6,117)
Unrecognized net prior service cost (benefit) (15,484) (10,823)
------- -------
Prepaid (accrued) postretirement benefit cost $(67,146) $(76,670)
======= =======
The components of net postretirement benefit expense for the years ended
December 31 are as follows (in thousands):
2003 2002 2001
---- ---- ----
Components of net postretirement benefit expense:
Service cost $536 $658 $682
Interest cost 3,545 3,972 3,852
Amortization of prior service cost (benefit) (6,525) (2,958) (2,973)
Recognized net actuarial gain (297) (319) (576)
Curtailment gain (2,516) - -
------ ------ -----
Net postretirement benefit expense (income) $(5,257) $1,353 $ 985
====== ====== =====
The Company recorded a $2.5 million curtailment gain in 2003 as a result of
certain 2003 plan changes previously mentioned that meet the definition of a
curtailment.
The Company is required to make an assumption regarding the discount rate
applied to determine service cost and interest cost. The Company bases its
discount rate used on Moody's Aa bond index plus an adjustment upward to the
next quarter percentage rate. The weighted average assumptions used to determine
benefit obligations at December 31 and net postretirement benefit expense for
the years ended December 31 are as follows:
2003 2002 2001
---- ---- ----
Weighted average assumption used to determine benefit obligations at December
31:
Discount rate 6.25% 6.75% 7.50%
Weighted average assumption used to determine net postretirement benefit expense
for the years ended December 31:
Discount rate 6.75% 7.25% 7.75%
For measurement purposes, the employer cap on the amount paid for retiree
medical benefits is assumed to increase with general inflation at 3% per year.
At December 31, 2003, the employer cap had not yet been reached. In addition,
the health care cost trend rate assumption is projected to increase in 2004 at
an annual rate of 9% for retirees under age 65 and 11% for retirees 65 years and
older and is assumed to decrease gradually to 5% by 2011 for retirees under age
65 and by 2014 for retirees 65 years and older and remain constant thereafter.
If the health care cost trend rate assumption is increased by 1%, the
postretirement benefit obligation as of December 31, 2003 and the combined
service and interest cost components of postretirement benefit expense for the
year then ended would be increased by approximately $0.2 million and $0.01
million, respectively, and if the health care cost trend rate assumption is
decreased by 1%, the postretirement benefit obligation as of December 31, 2003
and the combined service and interest cost components of postretirement benefit
expense for the year then ended would be decreased by approximately $0.3 million
and $0.02 million, respectively.
The Company's policy for the plan is to make contributions equal to the benefits
paid during the year. The Company expects to make $4.0 million of contributions
to the plan in the year ended December 31, 2004.
12. Income Taxes
The components of income tax expense (benefit) for the years ended December 31
are as follows (in thousands):
2003 2002 2001
---- ---- ----
Current:
Federal $ - $(2,692) $ -
State and Local 184 400 200
----- ------- ----
184 (2,292) 200
Deferred:
Federal - - -
State and Local - - -
----- ------- ----
$184 $(2,292) $200
===== ======= ====
Included in income tax expense (benefit) above is $0.07 million for each of the
years ended 2003, 2002 and 2001, respectively, relating to the Company's
discontinued electrical products segment.
The Company recorded a $2.7 million favorable adjustment to income tax expense
in 2002 to reduce prior years' income tax accruals based in part on a change in
tax law in 2002.
Deferred tax assets and liabilities at December 31 are as follows (in
thousands):
2003 2002
---- ----
Assets Liabilities Assets Liabilities
------ ----------- ------ -----------
Inventory $ 1,907 $ - $ 768 $ -
Property, plant and equipment - 5,312 - 9,887
Accrued and other liabilities 4,783 - 10,470 -
Accrued pension costs 3,713 - 3,502 -
Accrued postretirement costs 26,953 - 30,667 -
Net operating loss carryforwards 25,888 - 28,686 -
AMT credit carryforwards 6,760 - 6,760 -
Research and development
credit carryforwards 3,458 - 3,142 -
Other 515 - - 37
-------- ------- -------- -------
Totals $ 73,977 $ 5,312 $ 83,995 $ 9,924
-------- ------- -------- -------
Net deferred tax asset 68,665 - 74,071 -
Valuation allowance (68,665) - (74,071) -
-------- ------- -------- -------
Net deferred taxes $ - $ - $ - $ -
======== ======= ======== =======
The Company has determined that at December 31, 2003 and 2002, its ability to
realize future benefits of net deferred tax assets does not meet the "more
likely than not" criteria in Statement of Financial Accounting Standards No.109,
"Accounting for Income Taxes".
At December 31, 2003, the Company had net operating loss ("NOL") carryforwards
for federal tax purposes of approximately $74 million, which expire in various
amounts from 2005 through 2021 and approximately $6.8 million in alternative
minimum tax ("AMT") credit carryforwards which do not expire. As a result of the
Company's initial public offering during 1995, the Company experienced an
"ownership change" within the meaning of Section 382 of the Internal Revenue
Code. Consequently, the Company is subject to an annual limitation on the amount
of NOL carryforwards that can be used to offset taxable income. The annual
limitation is $9.6 million plus certain gains included in taxable income which
are attributable to the Company prior to the ownership change. Approximately $34
million of the $74 million of NOL carryforwards mentioned previously are subject
to this annual limitation with the remaining amounts having no such annual
limitation.
A reconciliation of the significant differences between the federal statutory
income tax rate and the effective income tax rate on pre-tax income (loss)
excluding the cumulative effect of the change in accounting principle is as
follows:
2003 2002 2001
---- ---- ----
Federal statutory income tax rate (35.0)% 35.0% (35.0)%
Increase (decrease) in tax rate resulting from:
NOL and AMT credit carryforwards/carrybacks (1.3) (64.8) 4.2
Nondeductible goodwill and other permanent
differences 36.5 5.3 0.5
Adjustment of prior year accrual - (12.9) -
State income taxes, net of federal income tax benefit 0.4 3.8 0.1
Asset impairment charges - - 30.3
---- ----- -----
Effective income tax rate 0.6% (33.6)% 0.1%
==== ===== =====
No income tax benefit was recognized related to the cumulative effect of the
adoption of SFAS No. 142, "Goodwill and Other Intangible Assets".
13. Contingencies
The Company's operations are subject to increasingly stringent environmental
laws and regulations governing air emissions, wastewater discharges, the
handling, disposal and remediation of hazardous substances and wastes and
employee health and safety. These laws can impose joint and several liability
for releases or threatened releases of hazardous substances upon statutorily
defined parties, including the Company, regardless of fault or the lawfulness of
the original activity or disposal. The Company believes it is currently in
material compliance with applicable environmental laws and regulations.
Federal and state regulations continue to impose strict emission requirements on
the aluminum industry. While the Company believes that current pollution control
measures at the emission sources at its facilities meet current requirements,
additional measures at some of the Company's facilities may be required to meet
future requirements.
The Company has been named as a potentially responsible party at seven federal
superfund sites and are in operations and maintenance at two of the sites for
past waste disposal activity associated with closed recycling facilities. The
ultimate goal is to delist these two sites under superfund. At the five other
federal superfund sites, the Company is a minor contributor and has satisfied
its obligations at four of the sites and expects to resolve its liability at the
remaining site for a nominal amount. The Company is also under orders by
agencies in two states for environmental remediation at three sites, one of
which is currently operating and two of which have been closed.
The Company acquired its Lewisport, Kentucky ("Lewisport") rolling mill and an
aluminum smelter at Goldendale, Washington ("Goldendale"), from Lockheed Martin
in 1985. In connection with the transaction, Lockheed Martin indemnified the
Company against expenses relating to environmental matters arising during the
period of Lockheed Martin's ownership of those facilities.
The aluminum smelter at Goldendale was operated by Lockheed Martin until 1985
and by the Company from 1985 to 1987 when it was sold to Columbia Aluminum
Corporation which has since been renamed Goldendale Aluminum Company
("Goldendale Aluminum"). Past aluminum smelting activities at Goldendale have
resulted in environmental contamination and regulatory involvement. A 1993
Settlement Agreement among the Company, Lockheed Martin and Goldendale Aluminum
allocates responsibility for future remediation at 11 sites at the Goldendale
smelter. If remediation is required, estimates by outside consultants of the
probable aggregate cost to the Company for these sites range from $1.3 million
to $7.2 million. The Company had an accrual for such liabilities of $1.3 million
at December 31, 2003 and 2002. In December 2003, Goldendale Aluminum filed for
bankruptcy protection. The Company cannot presently quantify any additional
liability that may be incurred as a result of Goldendale Aluminum's bankruptcy
filing. The apportionment of responsibility for other sites at Goldendale is
left to alternative dispute resolution procedures if and when these locations
become the subject of remedial requirements.
Environmental sampling at Lewisport has disclosed the presence of contaminants,
including polychlorinated biphenyls (PCBs). Management believes a portion of the
contamination is covered by the Lockheed Martin indemnification, which Lockheed
Martin disputes.
The Company has been named as a potentially responsible party at three
third-party disposal sites relating to Lockheed Martin operations, for which
Lockheed Martin has assumed responsibility.
The Company's aggregate loss contingency accrual for environmental matters was
$6.7 million and $7.4 million at December 31, 2003 and 2002, respectively. Of
the total reserve, $3.3 million and $2.8 million is included in "accrued
liabilities" in the Company's consolidated balance sheets at December 31, 2003
and 2002, respectively, and $3.4 million and $4.6 million is included in "other
long-term liabilities" at December 31, 2003 and 2002, respectively.
The Company estimates that the total cost to remediate these environmental
matters could be as much as $16 million should all matters be ultimately
concluded in a manner least favorable to the Company. While the Company believes
the overall accrual is adequate to cover all environmental loss contingencies
the Company has determined to be probable and reasonably estimable, it is not
possible to predict the amount or timing of cost for future environmental
matters which may subsequently be determined. Although the outcome of any such
matters, to the extent they exceed any applicable accrual, could have a material
adverse effect on the Company's consolidated results of operations or cash flows
for the applicable period, the Company believes that such outcome will not have
a material adverse effect on the Company's consolidated financial condition,
results of operations or cash flows.
The Company has incurred and will continue to incur capital and operating
expenditures for matters relating to environmental control and monitoring.
Capital expenditures of the Company for environmental control and monitoring for
2003, 2002 and 2001 were $0.5 million, $0.9 million and $0.2 million,
respectively. All other environmental expenditures of the Company, including
remediation expenditures, for 2003, 2002 and 2001 were $1.6 million,
$1.7 million and $1.9 million, respectively.
The Company is also a party to various non-environmental legal proceedings and
administrative actions, all arising from the ordinary course of business.
Although it is impossible to predict the outcome of any legal proceeding, the
Company believes any liability that may finally be determined with respect to
such legal proceedings should not have a material effect on the Company's
consolidated financial position, results of operations or cash flows, although
resolution in any year or quarter could be material to the consolidated results
of operations for that period.
14. Stock Incentives
The Company has stockholder-approved stock incentive plans covering certain
officers, key employees and directors. The plans provide for the grant of
options to purchase common stock, the award of shares of restricted common stock
and in the case of non-employee directors, the award of shares of common stock.
The total number of shares authorized under the plans is 2,950,000 of which
1,048,033 were available for grants and awards at December 31, 2003.
The following summarizes activity under the plans for the years 2001, 2002 and
2003:
Options Restricted Stock
-------------------------------------------------- ----------------
Range of Weighted Average
Shares Exercise Prices Exercise Price Shares
----------- --------------- ---------------- ---------
Outstanding December 31, 2000 932,500 $7.44 to $20.00 $12.78 12,500
Granted 329,000 $4.22 $4.22 -
Exercised - - - -
Forfeited (192,000) $4.22 to $16.75 $11.91 -
Stock no longer restricted - - - (12,500)
--------- ------
Outstanding December 31, 2001 1,069,500 $4.22 to $20.00 $10.30 -
Granted 349,000 $4.85 to $7.28 $5.16 -
Exercised - - - -
Forfeited (53,000) $4.22 to $16.75 $10.26 -
--------- ------
Outstanding December 31, 2002 1,365,500 $4.22 to $20.00 $8.99 -
Granted 350,500 $4.95 to $6.76 $6.73 -
Exercised - - - -
Forfeited (53,000) $4.22 to $16.75 $8.53 -
--------- ------
Outstanding December 31, 2003 1,663,000 $4.22 to $20.00 $8.53 -
========= ======
(Weighted average contractual
life of 6.6 years)
Exercisable Options:
December 31, 2001 348,500 $7.44 to $20.00 $14.81
December 31, 2002 575,000 $4.22 to $20.00 $11.84
December 31, 2003 820,000 $4.22 to $20.00 $11.61
The following table summarizes information about stock options outstanding at
December 31, 2003:
Options Options
Outstanding Exercisable
------------------------------------------------- ------------------------------
Weighted
Average Weighted Weighted
Range of Number Contractual Average Number Average
Exercise Prices Outstanding Life Exercise Price Exercisable Exercise Price
--------------- ----------- ----------- -------------- ----------- --------------
$4.22 to $7.44 958,000 8.1 years $5.45 115,000 $4.90
$7.45 to $14.00 458,500 5.2 years $11.17 458,500 $11.17
$14.01 to $20.00 246,500 3.2 years $15.55 246,500 $15.55
--------- -------
$4.22 to $20.00 1,663,000 6.6 years $8.53 820,000 $11.61
========= =======
The options are issued at the fair value of the underlying stock on the date of
grant and become exercisable three years from the grant date for employees and
one year from the grant date for non-employee directors. The options expire ten
years after the date of grant. The restricted stock, principally issued in
connection with the Company's initial public offering in 1995, vested five years
from the date of award. The Company has no restricted stock outstanding at
December 31, 2003. The weighted-average fair value of options granted in 2003,
2002 and 2001 was $2.52, $1.90 and $1.48 per share, respectively. Fair value
estimates were determined using the Black-Scholes option pricing model with the
following weighted average asumptions for 2003, 2002 and 2001:
2003 2002 2001
---- ---- ----
Risk-free interest rate 2.63% 4.41% 5.13%
Dividend yield 2.98% 3.95% 4.74%
Volatility factor 52% 52% 52%
Expected term of options (in years) 5 5 5
15. Net Income Per Share Computations
The following is a reconciliation of the numerator and denominator of the basic
and diluted per share computations (in thousands except per share data):
2003 2002 2001
---- ---- ----
Income (numerator) amounts used for basic and diluted per share computations:
Income (loss) from continuing operations before cumulative effect of
change in accounting principle $ 142 $ 2,923 $(199,674)
Income (loss) from discontinued operations (29,076) 6,193 6,122
Cumulative effect of change in accounting principle - (25,327) -
-------- -------- ---------
Net income (loss) $(28,934) $(16,211) $(193,552)
======== ======== =========
Shares (denominator) used for basic per share computations:
Weighted average shares of common stock outstanding 16,011 15,994 16,428
====== ====== ======
Shares (denominator) used for diluted per share computations:
Weighted average shares of common stock outstanding 16,011 15,994 16,428
Plus: dilutive effect of stock options 64 103 -
------ ------ ------
Adjusted weighted average shares 16,075 16,097 16,428
====== ====== ======
Basic net income (loss) per share:
Income (loss) from continuing operations $ 0.01 $ 0.18 $(12.15)
Income (loss) from discontinued operations (1.82) 0.39 0.37
Cumulative effect of change in accounting principle - (1.58) -
Net income (loss) (1.81) (1.01) (11.78)
Diluted net income (loss) per share:
Income (loss) from continuing operations $ 0.01 $ 0.18 $(12.15)
Income (loss) from discontinued operations (1.81) 0.38 0.37
Cumulative effect of change in accounting principle - (1.57) -
Net income (loss) (1.80) (1.01) (11.78)
Options to purchase 1,089,000; 779,500 and 770,500 common shares for the years
ended December 31, 2003, 2002 and 2001, respectively, were excluded from the
calculations above because the exercise prices on the options were greater than
the average market price for the periods.
16. Lease Commitments
Certain property, plant and equipment are leased under noncancelable capital
and operating leases. A summary of the future minimum lease payments under
capital and operating leases as of December 31, 2003 is as follows (in
thousands):
Capital Leases Operating Leases
-------------- ----------------
2004 $ 49 $2,674
2005 49 2,014
2006 49 1,026
2007 49 791
2008 49 389
2009-2015 12 2,431
Less sublease rental income - (241)
------ -------
Total minimum lease payments 257 $ 9,084
=======
Less interest costs 52
------
Present value of minimum lease payments 205
Less current portion of obligations
under capital leases included in accrued
liabilities 32
------
Long-term portion of obligations under capital
leases included in other long-term liabilities $173
======
Rental expense under cancelable and noncancelable operating leases for 2003,
2002 and 2001 was $3.9 million, $2.8 million and $2.7 million, respectively. The
amount of rental expense for 2003, 2002 and 2001 for operating leases is net of
sublease rental income of $0.09 million, $0.09 million and $0.17 million,
respectively.
17. Selected Quarterly Financial Data (unaudited) All amounts are in thousands
except per share data.
Quarter
---------------------------------------------
1st 2nd 3rd 4th
-------- -------- -------- --------
2003
- ----
Net sales $187,286 $190,099 $221,213 $219,113
Gross profit 7,177 9,188 13,343 18,601
Income (loss) from continuing operations (5,591) (1,961) 2,757 4,937
Income (loss) from discontinued operations (902) 90 151 (28,415)
Net income (loss) (6,493) (1,871) 2,908 (23,478)
Basic net income (loss) per share:
Income (loss) from continuing operations (0.35) (0.12) 0.17 0.31
Income (loss) from discontinued operations (0.06) 0.01 0.01 (1.77)
Net income (loss) (0.41) (0.12) 0.18 (1.47)
Diluted net income (loss) per share:
Income (loss) from continuing operations (0.35) (0.12) 0.17 0.31
Income (loss) from discontinued operations (0.06) 0.01 0.01 (1.76)
Net income (loss) (0.41) (0.12) 0.18 (1.46)
2002
- ----
Net sales $192,958 $223,999 $224,124 $212,768
Gross profit 5,452 10,404 14,892 18,464
Income (loss) from continuing operations before
cumulative effect of change in accounting principle (6,543) (1,037) 4,776 5,727
Income (loss) from discontinued operations 2,120 2,135 1,300 638
Cumulative effect of change in accounting principle (25,327) - - -
Net income (loss) (29,750) 1,098 6,076 6,365
Basic net income (loss) per share:
Income (loss) from continuing operations (0.41) (0.06) 0.30 0.36
Income (loss) from discontinued operations 0.13 0.13 0.08 0.04
Cumulative effect of change in accounting principle (1.58) - - -
Net income (loss) (1.86) 0.07 0.38 0.40
Diluted net income (loss) per share:
Income (loss) from continuing operations (0.41) (0.06) 0.30 0.36
Income (loss) from discontinued operations 0.13 0.13 0.08 0.04
Cumulative effect of change in accounting principle (1.58) - - -
Net income (loss) (1.86) 0.07 0.38 0.40
The net income (loss) for the fourth quarter of 2003 includes $29.6 million or
$1.85 per basic and diluted share non-cash goodwill impairment charges and the
net income (loss) for the first quarter of 2002 includes $25.3 million or $1.58
per basic share and $1.57 per diluted share non-cash goodwill impairment
charges. See note 3 for additional information on the goodwill impairment
charges. In addition, net income for the fourth quarter of 2002 was increased by
$1.4 million due to an adjustment based on the deferral of certain planned
maintenance expenses which had been accrued in previous quarters of 2002.
18. Information Concerning Segments
The Company has determined that it operates in one reportable segment,
aluminum, after having disposed of its other segment, the electrical products
segment, in July 2004. The aluminum segment manufactures common alloy aluminum
sheet for distributors and the transportation, construction, and consumer
durables end-use markets. The electrical products segment manufactured flexible
electrical wiring products for the commercial construction and do-it-yourself
markets.
19. Stockholder Protection Rights Plan
During 1996, the Company's Board of Directors adopted a stockholder protection
rights plan (the "Plan"). Under the Plan, preferred share purchase rights
("Rights") are issued at the rate of one Right for each share of the Company's
common stock. Each Right entitles its holder to purchase one one-hundredth of a
share of Preferred Stock at an exercise price of $65, subject to adjustment.
Until it is announced that a person or group has acquired 15% or more of the
Company's common stock (an "Acquiring Person"), or the tenth business day after
a person or group commences a tender offer that, if completed, would result in
such person or group owning 15% or more of the Company's common stock, the
Rights will be evidenced by the Company's common stock certificates, will
automatically trade with the common stock and will not be exercisable.
Thereafter, separate Rights certificates will be distributed and each Right will
entitle its holder to purchase Participating Preferred Stock having economic and
voting terms similar to those of one share of Common Stock for an exercise price
of $65.
Upon announcement that any person or group has become an Acquiring Person (the
"Flip-in Date"), each Right (other than Rights beneficially owned by any
Acquiring Person or transferees thereof, which Rights become void) will entitle
its holder to purchase, for the exercise price, a number of shares of the
Company's common stock having a market value of twice the exercise price. Also,
if after an Acquiring Person controls the Company's Board of Directors, the
Company is involved in a merger or sells more than 50% of its assets or earning
power (or has entered into an agreement to do any of the foregoing), and, in the
case of a merger, the Acquiring Person will receive different treatment than all
other stockholders, each Right will entitle its holder to purchase, for the
exercise price, a number of shares of common stock of the Acquiring Person
having a market value of twice the exercise price. If any person or group
acquires between 15% and 50% of the Company's common stock, the Company's Board
of Directors may, at its option, exchange one share of the Company's common
stock for each Right. Until the Rights become exercisable, they may be redeemed
by the Company at a price of $0.01 per Right. The Rights expire on March 16,
2006.
20. Guarantor Financial Statements
The $125 million of 10.75% senior subordinated notes due 2006 issued by the
Company, and the $30 million revolving credit facility are guaranteed by the
Company's wholly-owned subsidiaries (collectively the "Subsidiary Guarantors"),
other than Commonwealth Financing Corp. ("CFC"), a Securitization Subsidiary (as
defined in the Indenture with respect to such debt) and certain subsidiaries of
the Company without substantial assets or operations. Such guarantees are full,
unconditional and joint and several. Separate financial statements of the
Subsidiary Guarantors are not presented because management has determined that
they would not be material to investors. The following supplemental financial
information sets forth on a condensed combined basis for the Parent Company
Only, Subsidiary Guarantors, Non-guarantor Subsidiaries and for the Company, a
combining balance sheet as of December 31, 2003 and 2002 and a statement of
operations and statement of cash flows for the years ended December 31, 2003,
2002 and 2001.
Combining Balance Sheet at December 31, 2003
(in thousands)
Parent
Company Subsidiary Non-guarantor Combined
Only Guarantors Subsidiaries Eliminations Totals
--------- ----------- ----------- ------------ --------
Assets
Current assets:
Cash and cash equivalents $ -- $ -- $ -- $ -- $ --
Accounts receivable, net -- 269,520 -- (269,213) 307
Inventories -- 116,150 -- -- 116,150
Net residual interest in receivables sold -- -- 44,889 -- 44,889
Prepayments and other current assets 435 13,529 -- -- 13,964
Current assets of discontinued operations -- 35,704 -- -- 35,704
--------- --------- --------- --------- ---------
Total current assets 435 434,903 44,889 (269,213) 211,014
Property, plant and equipment, net 3 127,607 -- -- 127,610
Other noncurrent assets 385,455 7,040 -- (384,693) 7,802
Noncurrent assest of discontinued operations -- 33,690 -- -- 33,690
--------- --------- --------- --------- ---------
Total assets $ 385,893 $ 603,240 $ 44,889 $(653,906) $ 380,116
========= ========= ========= ========= =========
Liabilities
Current liabilities:
Outstanding checks in excess of deposits $ -- $ 947 $ -- $ -- $ 947
Accounts payable 176,832 44,171 92,386 (269,213) 44,176
Accrued liabilities 5,923 15,826 (490) -- 21,259
Current liabilities of discontinued operations -- 9,458 -- -- 9,458
--------- --------- --------- --------- ---------
Total current liabilities 182,755 70,402 91,896 (269,213) 75,840
Long-term debt 125,000 -- -- -- 125,000
Other long-term liabilities -- 3,845 -- -- 3,845
Accrued pension benefits -- 29,017 -- -- 29,017
Accrued postretirement benefits -- 67,146 -- -- 67,146
Noncurrent liabilities of discontinued operations -- 1,130 -- -- 1,130
--------- --------- --------- --------- ---------
Total liabilities 307,755 171,540 91,896 (269,213) 301,978
--------- --------- --------- --------- ---------
Commitments and contingencies -- -- -- -- --
Stockholders' Equity
Common stock 160 1 -- (1) 160
Additional paid-in capital 405,703 486,727 5,000 (491,727) 405,703
Accumulated deficit (308,477) (35,746) (52,041) 87,787 (308,477)
Accumulated other comprehensive income:
Unrealized gain on security 34 -- 34 (34) 34
Minimum pension liability adjustment (21,276) (21,276) -- 21,276 (21,276)
Effects of cash flow hedges 1,994 1,994 -- (1,994) 1,994
--------- --------- --------- --------- ---------
Total stockholders' equity 78,138 431,700 (47,007) (384,693) 78,138
--------- --------- --------- --------- ---------
Total liabilities and stockholders' equity $ 385,893 $ 603,240 $ 44,889 $(653,906) $ 380,116
========= ========= ========= ========= =========
Combining Balance Sheet at December 31, 2002
(in thousands)
Parent
Company Subsidiary Non-guarantor Combined
Only Guarantors Subsidiaries Eliminations Totals
--------- ----------- ----------- ------------ --------
Assets
Current assets:
Cash and cash equivalents $ -- $ 13,199 $ -- $ -- $ 13,199
Accounts receivable, net -- 267,418 -- (267,341) 77
Inventories -- 110,620 -- -- 110,620
Net residual interest in receivables sold -- -- 61,755 -- 61,755
Prepayments and other current assets 435 6,246 -- -- 6,681
Current assets of discontinued operations -- 34,875 -- -- 34,875
--------- --------- --------- --------- ---------
Total current assets 435 432,358 61,755 (267,341) 227,207
Property, plant and equipment, net -- 131,038 -- -- 131,038
Other noncurrent assets 399,269 4,913 -- (398,071) 6,111
Noncurrent assest of discontinued operations -- 64,802 -- -- 64,802
--------- --------- --------- --------- ---------
Total assets $ 399,704 $ 633,111 $ 61,755 $(665,412) $ 429,158
========= ========= ========= ========= =========
Liabilities
Current liabilities:
Accounts payable $ 161,658 $ 55,869 $ 105,683 $(267,341) $ 55,869
Accrued liabilities 5,859 21,157 (847) -- 26,169
Current liabilities of discontinued operations -- 6,337 -- -- 6,337
--------- --------- --------- --------- ---------
Total current liabilities 167,517 83,363 104,836 (267,341) 88,375
Long-term debt 125,000 -- -- -- 125,000
Other long-term liabilities -- 5,183 -- -- 5,183
Accrued pension benefits -- 25,353 -- -- 25,353
Accrued postretirement benefits -- 76,670 -- -- 76,670
Noncurrent liabilities of discontinued operations -- 1,390 -- -- 1,390
--------- --------- --------- --------- ---------
Total liabilities 292,517 191,959 104,836 (267,341) 321,971
--------- --------- --------- --------- ---------
Commitments and contingencies -- -- -- -- --
Stockholders' Equity
Common stock 160 1 -- (1) 160
Additional paid-in capital 405,613 486,727 5,000 (491,727) 405,613
Accumulated deficit (277,942) (24,932) (48,081) 73,013 (277,942)
Accumulated other comprehensive income:
Minimum pension liability adjustment (21,391) (21,391) -- 21,391 (21,391)
Effects of cash flow hedges 747 747 -- (747) 747
--------- --------- --------- --------- ---------
Total stockholders' equity 107,187 441,152 (43,081) (398,071) 107,187
--------- --------- --------- --------- ---------
Total liabilities and stockholders' equity $ 399,704 $ 633,111 $ 61,755 $(665,412) $ 429,158
========= ========= ========= ========= =========
Combining Statement of Operations for the year ended December 31, 2003
(in thousands)
Parent
Company Subsidiary Non-guarantor Combined
Only Guarantors Subsidiaries Eliminations Totals
--------- --------- --------- --------- ---------
Net sales $ -- $ 817,711 $ -- $ -- $ 817,711
Cost of goods sold -- 769,402 -- -- 769,402
--------- --------- --------- --------- ---------
Gross profit -- 48,309 -- -- 48,309
Selling, general and administrative expenses 287 33,712 318 -- 34,317
--------- --------- --------- --------- ---------
Operating income (loss) (287) 14,597 (318) -- 13,992
Other income (expense), net 14,302 1,771 -- (14,302) 1,771
Interest income (expense), net (13,873) 2,008 (3,641) -- (15,506)
--------- --------- --------- --------- ---------
Income (loss) from continuing operations before
income taxes 142 18,376 (3,959) (14,302) 257
Income tax expense -- 114 1 -- 115
--------- --------- --------- --------- ---------
Income (loss) from continuing operations 142 18,262 (3,960) (14,302) 142
Discontinued operations:
Income (loss) from operations before income taxes (29,007) (29,007) -- 29,007 (29,007)
Income tax expense (benefit) 69 69 -- (69) 69
--------- --------- --------- --------- ---------
Income (loss) from discontinued operations (29,076) (29,076) -- 29,076 (29,076)
--------- --------- --------- --------- ---------
Net income (loss) $ (28,934) $ (10,814) $ (3,960) $ 14,774 $ (28,934)
========= ========= ========= ========= =========
Combining Statement of Operations for the year ended December 31, 2002
(in thousands)
Parent
Company Subsidiary Non-guarantor Combined
Only Guarantors Subsidiaries Eliminations Totals
--------- --------- --------- --------- ---------
Net sales $ -- $ 853,849 $ -- $ -- $ 853,849
Cost of goods sold -- 804,637 -- -- 804,637
--------- --------- --------- --------- ---------
Gross profit -- 49,212 -- -- 49,212
Selling, general and administrative expenses 269 34,148 11 -- 34,428
--------- --------- --------- --------- ---------
Operating income (loss) (269) 15,064 (11) -- 14,784
Other income (expense), net 14,652 1,636 -- (14,652) 1,636
Interest income (expense), net (13,833) 2,242 (4,263) -- (15,854)
--------- --------- --------- --------- ---------
Income (loss) from continuing operations before
income taxes and cumulative
effect of change in accounting principle 550 18,942 (4,274) (14,652) 566
Income tax expense (benefit) (2,373) 16 -- -- (2,357)
--------- --------- --------- --------- ---------
Income (loss) from continuing operations before
cumulative effect of change in accounting principle 2,923 18,926 (4,274) (14,652) 2,923
Discontinued operations:
Income (loss) from operations before income taxes 6,258 6,258 -- (6,258) 6,258
Income tax expense (benefit) 65 65 -- (65) 65
--------- --------- --------- --------- ---------
Income (loss) from discontinued operations 6,193 6,193 -- (6,193) 6,193
--------- --------- --------- --------- ---------
Cumulative effect of change in accounting principle (25,327) (25,327) -- 25,327 (25,327)
--------- --------- --------- --------- ---------
Net income (loss) $ (16,211) $ (208) $ (4,274) $ 4,482 $ (16,211)
========= ========= ========= ========= =========
Combining Statement of Operations for the year ended December 31, 2001
(in thousands)
Parent
Company Subsidiary Non-guarantor Combined
Only Guarantors Subsidiaries Eliminations Totals
--------- --------- --------- --------- ---------
Net sales $ -- $ 801,786 $ -- $ -- $ 801,786
Cost of goods sold -- 774,895 -- -- 774,895
--------- --------- --------- --------- ---------
Gross profit -- 26,891 -- -- 26,891
Selling, general and administrative expenses 290 40,887 10 -- 41,187
Amortization of goodwill -- 2,248 -- -- 2,248
Asset impairment charges -- 167,267 -- -- 167,267
--------- --------- --------- --------- ---------
Operating income (loss) (290) (183,511) (10) -- (183,811)
Other income (expense), net (185,911) 907 -- 185,911 907
Interest income (expense), net (13,439) 3,581 (6,777) -- (16,635)
--------- --------- --------- --------- ---------
Income (loss) from continuing operations before
income taxes (199,640) (179,023) (6,787) 185,911 (199,539)
Income tax expense 34 89 12 -- 135
--------- --------- --------- --------- ---------
Income (loss) from continuing operations (199,674) (179,112) (6,799) 185,911 (199,674)
Discontinued operations:
Income (loss) from operations before income taxes 6,187 6,187 -- (6,187) 6,187
Income tax expense (benefit) 65 65 -- (65) 65
--------- --------- --------- --------- ---------
Income (loss) from discontinued operations 6,122 6,122 -- (6,122) 6,122
--------- --------- --------- --------- ---------
Net income (loss) $(193,552) $(172,990) $ (6,799) $ 179,789 $(193,552)
========= ========= ========= ========= =========
Combining Statement of Cash Flows for the year ended December 31, 2003
(in thousands)
Parent
Company Subsidiary Non-guarantor Combined
Only Guarantors Subsidiaries Eliminations Totals
--------- ---------- ---------- --------- ----------
Cash flows from operating activities:
Net income (loss) $(28,934) $(10,814) $ (3,960) $ 14,774 $(28,934)
Loss (income) from discontinued operations 29,076 29,076 -- (29,076) 29,076
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operations:
Depreciation -- 18,832 -- -- 18,832
Amortization -- 895 -- -- 895
Loss on disposal of property, plant and equipment -- 554 -- -- 554
Issuance of common stock in connection with stock awards 90 -- -- -- 90
Equity in undistributed net income of subsidiaries (14,302) -- -- 14,302 --
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net -- (1,987) -- 1,757 (230)
(Increase) in inventories -- (5,530) -- -- (5,530)
Decrease in net residual interest in receivables sold -- -- 16,900 -- 16,900
(Increase) in prepayments and other current assets -- (7,142) -- -- (7,142)
Decrease (increase) in other noncurrent assets 436 (1,015) -- -- (579)
Increase (decrease) in accounts payable 15,174 (11,813) (13,297) (1,757) (11,693)
Increase (decrease) in accrued liabilities 64 (4,225) 357 -- (3,804)
(Decrease) in other liabilities -- (9,090) -- -- (9,090)
-------- -------- -------- -------- --------
Net cash provided by (used in) continuing operations 1,604 (2,259) -- -- (655)
Net cash provided by discontinued operations -- 4,068 -- -- 4,068
-------- -------- -------- -------- --------
Net cash provided by operating activities 1,604 1,809 -- -- 3,413
-------- -------- -------- -------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment (3) (16,113) -- -- (16,116)
Proceeds from sale of property, plant and equipment -- 158 -- -- 158
-------- -------- -------- -------- --------
Net cash (used in) investing activities (3) (15,955) -- -- (15,958)
-------- -------- -------- -------- --------
Cash flows from financing activities:
Increase in outstanding checks in excess of deposits -- 947 -- -- 947
Proceeds from long-term debt -- 108,970 -- -- 108,970
Repayments of long-term debt -- (108,970) -- -- (108,970)
Cash dividends paid (1,601) -- -- -- (1,601)
-------- -------- -------- -------- --------
Net cash (used in) provided by financing activities (1,601) 947 -- -- (654)
-------- -------- -------- -------- --------
Net (decrease) in cash and cash equivalents -- (13,199) -- -- (13,199)
Cash and cash equivalents at beginning of period -- 13,199 -- -- 13,199
-------- -------- -------- -------- --------
Cash and cash equivalents at end of period $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
Combining Statement of Cash Flows for the year ended December 31, 2002
(in thousands)
Parent
Company Subsidiary Non-guarantor Combined
Only Guarantors Subsidiaries Eliminations Totals
--------- ---------- ---------- --------- ----------
Cash flows from operating activities:
Net income (loss) $(16,211) $ (208) $ (4,274) $ 4,482 $(16,211)
Loss (income) from discontinued operations (6,193) (6,193) -- 6,193 (6,193)
Adjustments to reconcile net income (loss) to
net cash provided by operations:
Depreciation -- 18,891 -- -- 18,891
Amortization -- 984 -- -- 984
Goodwill impairment charges 25,327 13,470 -- (25,327) 13,470
Loss on disposal of property, plant and equipment -- 325 -- -- 325
Issuance of common stock in connection with stock awards 170 -- -- -- 170
Equity in undistributed net income of subsidiaries (14,652) -- -- 14,652 --
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net -- (15,773) -- 15,788 15
(Increase) in inventories -- (5,991) -- -- (5,991)
Decrease in net residual interest in receivables sold -- -- 516 -- 516
(Increase) in prepayments and other current assets -- (2,120) -- -- (2,120)
Decrease (increase) in other noncurrent assets 435 (4,037) -- -- (3,602)
Increase (decrease) in accounts payable 12,687 9,649 3,700 (15,788) 10,248
Increase (decrease) in accrued liabilities 75 (238) 58 -- (105)
(Decrease) in other liabilities -- (6,019) -- -- (6,019)
-------- -------- -------- -------- --------
Net cash provided by continuing operations 1,638 2,740 -- -- 4,378
Net cash provided by discontinued operations -- 20,119 -- -- 20,119
-------- -------- -------- -------- --------
Net cash provided by operating activities 1,638 22,859 -- -- 24,497
-------- -------- -------- -------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment -- (15,975) -- -- (15,975)
Proceeds from sale of property, plant and equipment -- 23 -- -- 23
-------- -------- -------- -------- --------
Net cash (used in) investing activities -- (15,952) -- -- (15,952)
-------- -------- -------- -------- --------
Cash flows from financing activities:
Proceeds from long-term debt -- 77,270 -- -- 77,270
Repayments of long-term debt -- (77,270) -- -- (77,270)
Repayments of notes receivable from sale of common stock 1,561 -- -- -- 1,561
Cash dividends paid (3,199) -- -- -- (3,199)
-------- -------- -------- -------- --------
Net cash (used in) financing activities (1,638) -- -- -- (1,638)
-------- -------- -------- -------- --------
Net increase in cash and cash equivalents -- 6,907 -- -- 6,907
Cash and cash equivalents at beginning of period -- 6,292 -- -- 6,292
-------- -------- -------- -------- --------
Cash and cash equivalents at end of period $ -- $ 13,199 $ -- $ -- $ 13,199
======== ======== ======== ======== ========
Combining Statement of Cash Flows for the year ended December 31, 2001
(in thousands)
Parent
Company Subsidiary Non-guarantor Combined
Only Guarantors Subsidiaries Eliminations Totals
--------- ---------- ---------- --------- ----------
Cash flows from operating activities:
Net income (loss) $(193,552) $(172,990) $ (6,799) $179,789 $(193,552)
Loss (income) from discontinued operations (6,122) (6,122) -- 6,122 (6,122)
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operations:
Depreciation -- 27,853 -- -- 27,853
Amortization 7 3,529 -- -- 3,536
Asset impairment charges -- 167,267 -- -- 167,267
Loss on disposal of property, plant and equipment -- 264 -- -- 264
Issuance of common stock in connection with stock awards 106 -- -- -- 106
Equity in undistributed net income of subsidiaries 185,911 -- -- (185,911) --
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net -- (28,934) -- 28,928 (6)
Decrease in inventories -- 12,273 -- -- 12,273
(Increase) in net residual interest in receivables sold -- -- (14,949) -- (14,949)
Decrease in prepayments and other current assets 362 7,980 -- -- 8,342
Decrease (increase) in other noncurrent assets 435 (757) -- -- (322)
Increase (decrease) in accounts payable 11,587 (8,215) 22,347 (28,928) (3,209)
Increase (decrease) in accrued liabilities 710 (1,913) (599) -- (1,802)
(Decrease) in other liabilities -- (16,977) -- -- (16,977)
-------- -------- -------- -------- --------
Net cash (used in) provided by continuing operations (556) (16,742) -- -- (17,298)
Net cash provided by discontinued operations -- 20,605 -- -- 20,605
-------- -------- -------- -------- --------
Net cash (used in) provided by operating activities (556) 3,863 -- -- 3,307
-------- -------- -------- -------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment -- (8,797) -- -- (8,797)
Proceeds from sale of property, plant and equipment -- 100 -- -- 100
-------- -------- -------- -------- --------
Net cash (used in) investing activities -- (8,697) -- -- (8,697)
-------- -------- -------- -------- --------
Cash flows from financing activities:
Proceeds from long-term debt -- 57,110 -- -- 57,110
Repayments of long-term debt -- (57,110) -- -- (57,110)
Repayments of notes receivable from sale of common stock 3,848 -- -- -- 3,848
Cash dividends paid (3,292) -- -- -- (3,292)
-------- -------- -------- -------- --------
Net cash provided by financing activities 556 -- -- -- 556
-------- -------- -------- -------- --------
Net (decrease) in cash and cash equivalents -- (4,834) -- -- (4,834)
Cash and cash equivalents at beginning of period -- 11,126 -- -- 11,126
-------- -------- -------- -------- --------
Cash and cash equivalents at end of period $ -- $ 6,292 $ -- $ -- $ 6,292
======== ======== ======== ======== ========
21. Discontinued Electrical Products Segment Operations
On June 4, 2004, the Company entered into a stock purchase agreement to sell
its Alflex subsidiary, which comprised its Electrical Products Segment, to
Southwire Company. The sale was completed on July 30, 2004. The cash
consideration received by the Company was $64.0 million (subject to final
adjustment as set forth in the stock purchase agreement.) Summary operating
results for the discontinued operations for the years ended December 31 follows
(in thousands):
2003 2002 2001
---- ---- ----
Net sales $100,685 $112,389 $118,718
======== ======== ========
Income (loss) from discontinued operations before income taxes $(29,007) $6,258 $6,187
Income tax expense 69 65 65
-------- -------- --------
Income (loss) from discontinued operations, net $(29,076) $6,193 $6,122
======== ======== ========
Summarized balance sheet information for the discontinued operations at
December 31 is as follows (in thousands):
2003 2002
---- ----
Current assets $35,704 $34,875
Property, plant and equipment, net 14,425 15,930
Goodwill 19,265 48,872
Current liabilities (9,458) (6,337)
Accrued pension benefits (1,130) (1,390)
Report of Independent Registered Public Accounting Firm
To Board of Directors and Stockholders
Commonwealth Industries, Inc.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, comprehensive income (loss),
changes in stockholders' equity and cash flows present fairly, in all material
respects, the consolidated financial position of Commonwealth Industries, Inc.
and subsidiaries at December 31, 2003 and 2002, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in note 1 to the consolidated financial statements, the
Company adopted Financial Accounting Standards Board (FASB) Statement No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," effective
January 1, 2002. As discussed in note 3 to the consolidated financial
statements, the Company adopted FASB Statement No. 142, "Goodwill and Other
Intangible Assets," effective January 1, 2002. As discussed in note 7 to the
consolidated financial statements, the Company adopted FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended by
FASB Statement No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities - an amendment to FASB Statement No. 133," effective
January 1, 2001.
/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
March 10, 2004 except for note 21,
as to which the date is
July 30, 2004.
Restatement of Company's Management's Discussion and Analysis of Restated
Financial Condition and Results of Operations for each of the years in the
three-year period ended December 31, 2003 covered by the restated Consolidated
Financial Statements. (Revised Item 7 to the Company's Annual Report on Form
10-K for the year ended December 31, 2003.)
COMMONWEALTH INDUSTRIES, INC.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The following is a discussion of the consolidated financial condition
and results of operations of Commonwealth Industries, Inc. (the "Company") for
each of the years in the three-year period ended December 31, 2003, and certain
factors that may affect the Company's prospective financial condition. This
section should be read in conjunction with the consolidated financial statements
of the Company for the year ended December 31, 2003 and the notes thereto
including note 1 which describes the Company's significant accounting policies
including its use of estimates. See the caption entitled "Application of
Critical Accounting Policies" in this section for further information. 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 success of the implementation of the
company-wide information system, the effect of global economic conditions, the
ability to achieve the level of cost savings or productivity improvements
anticipated by management, the effect (including possible increases in the cost
of doing business) resulting from war or terrorist activities or political
uncertainties, the impact of competitive products and pricing, product
development and commercialization, availability and cost of critical raw
materials, the ability to effectively hedge the cost of raw materials, capacity
and supply constraints or difficulties, the success of the Company in
implementing its business strategy, and other risks as detailed in the Company's
various Securities and Exchange Commission filings.
Overview
The Company operates in one business, the aluminum business, after
having disposed of the Company's electrical products business in July 2004. See
note 21 "Discontinued Electrical Products Segment Operations" in the
consolidated financial statements for additional information. The aluminum
business manufactures non-heat treat coil aluminum sheet products, generally
referred to as common alloy products, that are sold through distributors and to
end-users, principally in building and construction, transportation, consumer
durables and welded tube product markets. The aluminum business is highly
cyclical in nature and is affected by global economic conditions, market
competition, product development and commercialization and other such factors
that influence supply and demand for the products produced by the Company.
The Company's principal raw materials are aluminum scrap, primary
aluminum and steel. Trends in the demand for aluminum sheet products in the
United States and in the prices of primary aluminum metal and aluminum scrap
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 materials ("material
margins") and its unit cost of converting raw materials into its products
("conversion cost"). While changes in aluminum prices can cause the Company's
net sales to vary significantly from period to period, net income is more
directly impacted by fluctuations in material margins and conversion cost.
The price of aluminum metal affects the price of the Company's products
and in the longer term can have an effect on the competitive position of
aluminum in relation to alternative materials. The price of primary metal is
determined largely by worldwide supply and demand conditions and is highly
cyclical. The price of primary aluminum in world markets greatly influences the
price of aluminum scrap, the Company's principal raw material. Significant
movements in the price of primary aluminum can affect the Company's margins,
however, aluminum sheet prices do not always move simultaneously nor necessarily
to the same degree as the primary markets. The Company seeks to manage its
material margins by focusing on higher margin products and by sourcing the scrap
and primary metal markets in the most cost-effective manner. An important
element in the Company's management of its material margins involves the use of
futures contracts to hedge the Company's exposure to the risk of changes in
aluminum prices.
The use of futures contracts to hedge the Company's exposure to changes
in aluminum prices can best be understood by following aluminum metal
sales/purchases flows. Aluminum metal sold to customers is typically priced by
industry participants, including the Company, at a market-based cents-per-pound
differential ("rolling margin") over the prevailing market price of a
base-reference primary metal type ("P1020"). The rolling margin differs for each
coil type sold, depending on the specifications of the metal, the cost of
manufacturing the metal, and by prevailing supply and demand conditions, as
reflected by competitors' price offerings and general economic trends. The
base-reference primary metal, P1020, is used in the sales pricing formula
because of its widespread acceptance as a reference value for the price of
primary aluminum. The P1020 price is determined in the market by the market
price of primary aluminum sold on the London Metal Exchange ("LME") commodity
market, plus a market-based cents-per-pound price differential ("Mid-West
Premium") covering the cost of transportation from the smelter to the
Midwestern United States.
On the raw materials side of the business, the Company purchases the
great majority of its scrap aluminum and its primary aluminum at a discount or
premium to the prevailing LME price, the particular differential in each case
based on the qualities of the type of metal being purchased. (Discounts from LME
relating to scrap aluminum purchases are generally referred to as "scrap
spreads"). Like its counterpart base-reference P1020 for sales transactions, the
LME serves as a base-reference for raw material purchase transactions in the
industry because of its widespread acceptance as a value indicator. Since the
P1020 market price used to set selling prices is itself directly linked to the
market price of LME as described in the preceding paragraph, the LME serves as a
common component in pricing both raw material purchases and finished product
sales. Common use of the LME as a component in both purchase and sale pricing
practices enables the Company to substantially, but not exactly, "lock-in"
material margins on its sales without simultaneously buying physical metal to
satisfy customers' fixed price sales orders. This is accomplished by the
Company's purchase of LME futures contracts, which serve as economic substitutes
for physical metal purchases, at the same time that selling prices are fixed.
(When the metal to satisfy the fixed price sale commitments is physically
purchased and fixed in price the LME futures contracts are sold, resulting in an
economically effective cash flow hedge of the metal component of the
transactions at issue.)
The Company's metal hedging practices have several distinct advantages.
The foremost of these advantages is that by executing the hedge strategy
described the Company can continue to make fixed price sales for delivery to
customers in future periods without assuming the significant metal price risk
associated with changes in the LME. If the Company did not hedge its future
metal delivery commitments by purchasing futures contracts on the LME, the
Company, alternatively, could avoid metal price risk by simultaneously buying
physical metal to match its future sales commitments; however, this approach
would significantly increase the Company's working capital requirements to
accommodate the inventory purchases and create serious logistical storage and
transportation problems. If the Company were to assume metal price risk, by
neither hedging its fixed price sales commitments with futures contracts nor
simultaneously buying physical metal, its exposure to metal price changes could
threaten the Company's solvency in periods of metal price fluctuations.
Despite the obvious benefit (in an economic and cash flow sense) of
employing LME futures contracts to hedge its metal purchases, the Company notes
that the accounting treatment accorded hedge gains/losses realized during the
second, third and fourth quarters of 2003 required that such gains/losses be
marked-to-market as prescribed by Statement of Financial Accounting Standards
No. 133 ("SFAS No. 133"). This mark-to-market treatment resulted from a
determination that the hedges did not meet certain "effectiveness" requirements
that would have enabled such realized gains/losses to be recorded in other
comprehensive income for later reclassification into cost of goods sold when the
hedged transactions occur. The "effectiveness" standard required to be met for
deferral treatment of the hedge gains/losses is predicated on a statistically
based high degree of correlation between price changes in the metal purchases
being hedged and price changes in the hedge instruments, the LME futures
contracts. The requisite correlation was not met during the last three quarters
of 2003 due to the fact that the variability in price changes relating to
unhedged components of the metal purchases being hedged (principally scrap
spreads) did not move in tandem with hedged components to the degree that would
statistically demonstrate the requisite correlation. Recognizing in income
rather than deferring the hedge gains/losses as required by SFAS No. 133 had the
effect of increasing 2003 material margins, pretax income and net income by
approximately $7.0 million, that otherwise would have been recorded in other
comprehensive income and matched to hedged metal purchases in 2004.
Consequently, 2004 material margins when the hedged transactions occur will be
adversely affected by the $7.0 million required under SFAS No. 133 to be
recognized in 2003 (see the caption entitled "Commodity Price Risk" under the
section entitled "Risk Management" for additional information regarding the
Company's hedging programs.) The Company estimates that, absent any other
effects that arise from 2004 transactions, the $7.0 million adverse impact in
2004 will be distributed approximately $3.3 million in the first quarter, $1.7
million in the second quarter, $1.2 million in the third quarter and $0.8
million in the fourth quarter.
During 2003, shipments of the Company's aluminum sheet products
decreased by 14% from 2002 due to weak economic conditions, however, fourth
quarter 2003 shipments have trended upward to the highest level in 2003 having
increased 11% over the third quarter of 2003, 21% over the second quarter of
2003 and 18% over the first quarter of 2003. Contributing to the year over year
decline in aluminum shipments were planned equipment downtime for maintenance
and capital improvement outages during the first quarter and fourth quarter of
2003. No similar equipment downtime for maintenance and capital improvement
outages were taken in 2002. Despite the decreased aluminum shipments, material
margins for 2003 were higher than 2002 helping to partially offset the sales
volume decline. The improvement in material margins was partially the result of
the previously discussed gain of approximately $7.0 million recorded in 2003
relating to certain aluminum hedge transactions.
During 2002, net sales of the Company's aluminum sheet products
increased 6% from the year 2001 while shipment volume increased 13% from 2001.
The positive impact of this increased volume, combined with lower depreciation
and amortization charges, more than offset the impact of lower material margins
in 2002 versus 2001 and helped to increase profitability of the aluminum
business for 2002 compared to 2001. Material margins which were lower for the
full year of 2002 versus 2001 did increase in the third and fourth quarter of
2002 compared to the third and fourth quarter of 2001 due to firmer aluminum
sales pricing coupled with lower metal costs and better scrap availability.
During the second quarter of 2003, the Company implemented changes to
its postretirement medical insurance program applicable to all non-bargaining
unit Kentucky employees, limiting eligibility and increasing premiums. Because
of these changes, the Company realized a benefit of approximately $6.5 million
after tax or $0.40 per share in 2003. The Company recognized the benefit as
reductions of approximately $3.3 million in cost of goods sold and $3.2 million
in selling, general and administrative expenses. In addition to the effect on
2003, the Company estimates that net income will be increased approximately $8.3
million in 2004 and approximately $1.7 million in 2005.
During the second quarter of 2002, the Company completed its
transitional test of goodwill upon the adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No.
142"). Pursuant to this test, the Company recorded a charge of $25.3 million or
$1.57 per basic share and $1.58 per diluted share (before and after tax), as a
cumulative effect of a change in accounting principle, to reflect the impairment
of goodwill on the balance sheet as of January 1, 2002. During the fourth
quarter of 2003, the Company performed its annual impairment review of the
Company's remaining goodwill balance of $48.9 million relating to the Company's
discontinued Alflex electrical products reporting unit and determined that an
additional goodwill impairment write-down of $29.6 million or $1.85 per basic
and diluted share (before and after tax) was necessary. The fourth quarter 2003
goodwill impairment charge reflects a more conservative long-term outlook by the
Company of a continuing highly competitive, commodity/volume/cost-driven
environment for its discontinued electrical products business. See the captions
entitled "Goodwill Impairment Charges" and "Cumulative Effect of Change in
Accounting Principle" in the following section and note 3 to the consolidated
financial statements for additional information.
During the fourth quarter of 2001, the Company recorded non-cash asset
impairment charges totaling $167.3 million or $10.18 per basic and diluted share
(before and after tax) to reduce the carrying amount of property, plant and
equipment and goodwill in accordance with the provisions of Statement of
Financial Accounting Standards No. 121 ("SFAS No. 121"). See the caption
entitled "Asset Impairment Charges" in the following section and note 2 to the
consolidated financial statements for additional information.
Application of Critical Accounting Policies
The Company's discussion and analysis of financial condition and
results of operations is based upon the Company's consolidated financial
statements, which have been prepared in conformity with accounting principles
generally accepted in the United States of America. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The Company's most critical accounting policies require the use of
estimates relating to the valuation of property, plant and equipment and
goodwill, assumptions and methodology for assessing hedge effectiveness
regarding aluminum and natural gas futures contracts, forward contracts and
options, assumptions for computing pension and postretirement benefits
obligations, allowance for uncollectible accounts receivable, assumptions for
computing workers' compensation liabilities and environmental liabilities.
As stated previously, upon adoption of SFAS No. 142, the Company
reduced the carrying value of goodwill associated with its discontinued Alflex
electrical products subsidiary and during the fourth quarter of 2003 the Company
performed its annual impairment review of the Company's remaining goodwill
balance and determined that an additional goodwill impairment write-down of
$29.6 million was necessary.
Pension and postretirement benefits obligations accounting is intended
to reflect the recognition of future benefit costs over the covered employees'
approximate service periods based on the terms of the plans and the investment
and funding decisions made by the Company. The Company is required to make
assumptions regarding such variables as the expected long-term rate of return on
plan assets and the discount rate applied to determine service cost and interest
cost to arrive at pension income or expense for the year. As of December 31,
2003, 2002 and 2001, the Company used expected long-term rates of return on
pension plan assets of 8.50%, 8.75% and 8.75%, respectively. The postretirement
plan has no assets. The Company analyzed the rates of returns on assets used and
determined that these rates are reasonable based upon the plans' historical
performance relative to the overall markets and mix of assets. The Company will
continue to assess the expected long-term rate of return on plan assets
assumptions for each plan based on relevant market conditions and will make
adjustments to the assumptions as appropriate. A one percent decrease in the
estimated return on plan assets would result in an increase in net pension
expense of $0.8 million for 2004. For the years ended December 31, 2003, 2002
and 2001, the Company used discount rates of 6.75%, 7.25% and 7.75%,
respectively, for both the pension and postretirement plans to determine net
pension and postretirement expense. In addition, at December 31, 2003, 2002 and
2001, the Company used discount rates of 6.25%, 6.75% and 7.50%, respectively,
for both the pension and postretirement plans to determine benefit obligations
at the end of each year. The decrease in the discount rate used in the current
year correlates with a decline in interest rates on noncallable, high quality
bonds over the past year. The Company bases its discount rate used on Moody's Aa
bond index plus an adjustment upward to the next quarter percentage point. See
notes 10 and 11 to the consolidated financial statements for the full list of
assumptions for the pension and postretirement plans.
The Company has previously recorded accruals totaling $6.7 million
relating to various environmental matters, representing the Company's current
best estimate of the cost to remediate these matters. The Company estimates that
total cost to remediate these matters could be as much as $16 million should all
matters be ultimately concluded in a manner least favorable to the Company.
Results of Operations for 2003, 2002 and 2001
Net Sales. Net sales for 2003 decreased 4% to $834.7 million (including
$17.0 million sales to the discontinued electrical products segment) from $872.0
million (including $18.2 million sales to the discontinued electrical products
segment) in 2002. The decrease is due to the effect of lower aluminum shipments
which more than offset an increase in net selling prices of aluminum products.
Unit sales volume of aluminum products decreased 14% to 790 million pounds
(including 19.7 million pounds sold to the discontinued electrical products
segment) in 2003 from 921 million pounds (including 16.4 million pounds sold to
the discontinued electrical products segment) in 2002. As mentioned previously,
the decreased aluminum shipments were due to difficult business conditions.
Net sales for 2002 increased 5% to $872.0 million (including $18.2
million sales to the discontinued electrical products segment) from $822.7
million (including $20.9 million sales to the discontinued electrical products
segment) in 2001. The increase was due to increased shipments which more than
offset a decrease in net selling prices. The increased shipments resulted from
increased demand for aluminum products during 2002 across all of the Company's
aluminum products' markets and particularly the strength of a resilient
residential construction market. Unit sales volume of aluminum products
increased 13% to 921 million pounds (including 16.4 million pounds sold to the
discontinued electrical products segment) in 2002 from 816 million pounds
(including 15.1 million pounds sold to the discontinued electrical products
segment) in 2001.
Gross Profit. Gross profit decreased 2% to $48.3 million (5.9% of net
sales) in 2003 after a 83% increase to $49.2 million (5.8% of net sales) in 2002
from 2001 gross profit of $26.9 million (3.4% of net sales). The Aluminum
business gross profit declined primarily due to lower shipment volumes due
partly to the effects of the planned equipment downtime for maintenance and
capital improvement outages previously discussed, partially offset by the
combined effects of improved material margins as a result of the mark-to-market
hedge adjustments also mentioned previously and by cost of goods sold reductions
related to the aforementioned changes to the Company's postretirement medical
insurance program.
The 2002 increase from 2001 was due primarily to increased volumes and
greater manufacturing efficiencies, improving material margins in the last half
of 2002, lower outside processing costs, lower natural gas costs plus lower
depreciation expense as a result of asset impairment charges recorded in the
fourth quarter of 2001. In addition, the gross profit for 2002 benefited from a
deferral of the Company's regular December shut-down and maintenance of aluminum
production facilities, which permitted increased production and sales in late
2002 and resulted in a deferral to January 2003 of approximately $1.5 million of
shut-down expenses, principally relating to labor and purchased parts. All the
above factors more than offset the lower material margins experienced during the
first half of 2002 which were due to higher scrap acquisition costs for the
first six months of 2002 versus the same period in 2001. Scrap acquisition costs
declined during the last half of 2002 as scrap availability increased and
coupled with lower primary metal costs and firmer pricing for aluminum products
translated into higher material margins in the last half of 2002 versus the
first half of 2002; however full year 2002 material margins were lower than full
year 2001 material margins.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were virtually flat in 2003 compared to 2002. A $3.2
million reduction in postretirement medical expense relating to the changes made
in the postretirement medical program during the second quarter of 2003, lower
accruals for employee incentive plans and a lower provision for uncollectible
accounts receivable were offset by increased professional service costs
principally associated with the Company's project to upgrade its information
technology systems.
Selling, general and administrative expenses decreased 16% in 2002 from
2001. Contributing to the decrease were two factors which increased the 2001
selling, general and administrative expenses. The factors were a $3.2 million
increase in the provision for uncollectible accounts receivable, principally
relating to Chapter 11 bankruptcy filings by certain of the Company's customers,
and a $2.5 million additional expense relating to the termination of the
Company's 1999 Executive Incentive Plan. Limiting the amount of the decrease
were increased professional service costs associated with the Company's
information system redesign and accruals for employee incentive plans.
Amortization of Goodwill. Goodwill was no longer amortized beginning
January 2002 as required by the Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets". See note 3 to the consolidated
financial statements for additional information. Amortization of goodwill was
$2.2 million in 2001.
Asset Impairment Charges. Non-cash asset impairment charges of $167.3
million were recorded in 2001 related to the impairment of certain property,
plant and equipment and goodwill in the Company's aluminum business segment. The
$167.3 million asset impairment charges were composed of $85.4 million of
property, plant and equipment write-downs and $81.9 million of goodwill
write-downs. See note 2 to the consolidated financial statements for additional
information.
Operating Income (Loss). Operating income decreased $0.8 million to
operating income of $14.0 million in 2003, after having increased $198.6 million
in 2002 to operating income of $14.8 million, reflecting the effect of the 2001
asset impairment charges in addition to the other factors mentioned above.
Other Income (Expense), Net. Other income (expense), net in 2003 and
2002 increased by $0.9 million and $0.7 million, respectively, compared to 2001
primarily due to increased purchase discounts.
Interest Expense, Net. Interest expense in 2003 decreased 2% to $15.5
million from $15.9 million in 2002. The decrease was primarily due to a
reduction in interest rates under the Company's receivables purchase agreement
which more than offset the combined effect of an increase in amounts outstanding
under the agreement and a reduction in investment interest income.
Interest expense in 2002 decreased 5% to $15.9 million from $16.6
million in 2001. The decrease was primarily due to lower interest rates under
the Company's receivables purchase agreement combined with a reduction in
amounts outstanding under the agreement which more than offset a reduction in
investment interest income.
Income Tax Expense (Benefit). The Company recognized income tax expense
of $0.1 million in 2003 compared to an income tax benefit of $2.4 million in
2002 and income tax expense of $0.1 million in 2001. The decrease in income tax
expense in 2002 was due to a $2.7 million adjustment recorded in the third
quarter of 2002 to reduce prior years' income tax accruals based in part on a
change in tax law in 2002.
At December 31, 2003, the Company had remaining available net operating
loss ("NOL") carryforwards of approximately $74 million. These NOL carryforwards
will expire in various amounts from 2005 through 2021. The amount of taxable
income that can be offset by NOL carryforwards arising prior to the initial
public offering of the Company in March 1995 is subject to an annual limitation
of approximately $9.6 million plus certain gains included in taxable income
which are attributable to the Company prior to the initial public offering.
Approximately $34 million of the $74 million of NOL carryforwards mentioned
previously are subject to this annual limitation with the remaining amounts
having no such annual limitation.
Income (Loss) From Continuing Operations Before Cumulative Effect of
Change in Accounting Principle. The Company recorded income from continuing
operations before cumulative effect change in accounting principle of $0.1
million in 2003, income from continuing operations before cumulative effect
change in accounting principle of $2.9 million in 2002 and a loss from
continuing operations before cumulative effect change in accounting principle of
$199.7 million in 2001, in each case reflecting the factors described above for
each year.
Discontinued Operations. The Company disposed of its electrical
products business in July 2004 and all periods shown have reclassified the
results of this business as discontinued operations. See note 21 "Discontinued
Electrical Products Segment Operations" in the consolidated financial statements
for additional information. Loss from discontinued operations was $29.1 million
for 2003, compared to income from discontinued operations of $6.2 million for
2002 and income from discontinued operations of $6.1 million for 2001. Non-cash
goodwill impairment charges of $29.6 million were recorded in December 2003 in
the discontinued Alflex electrical products segment as a result of the Company's
annual impairment review. See note 3 to the consolidated financial statements
for additional information. In addition to the effects of the goodwill
impairment, demand for the Company's electrical products decreased during 2003.
Shipments were down 7% compared to 2002 reflecting weakness in key markets in
the electrical products sector, particularly commercial construction. Material
margins for 2003 decreased 13% from 2002. Lower net selling prices due to the
competitive price environment combined with higher material costs per foot
resulted in the decrease in material margins for 2003 versus 2002. Manufacturing
costs per foot were down 2% for 2003 versus 2002 primarily due to lower overtime
labor, group insurance and workers compensation insurance costs.
Demand for the Company's electrical products decreased during 2002.
Shipments were down 4% compared to 2001 as business conditions remained
competitive and commercial construction activity declined. Material margins for
2002 increased 2% from 2001. The reduction in material costs per foot in 2002
compared to 2001 more than offset the lower net selling prices and contributed
to the slight material margin improvement in 2002 versus 2001. The Company's
electrical products business continued to report operating profits which were
slightly increased over 2001 principally due to a decrease in selling, general
and administrative expenses and the elimination of goodwill amortization expense
in 2002.
Cumulative Effect of Change in Accounting Principle. A non-cash
goodwill impairment charge of $25.3 million was recorded as a cumulative effect
of change in accounting principle as of January 1, 2002 under SFAS No.142. See
note 3 to the consolidated financial statements for additional information.
Net Income (Loss). The Company recorded a net loss for 2003 of $28.9
million, a net loss for 2002 of $16.2 million and a net loss of $193.6 million
in 2001, in each case reflecting the factors described above for each year.
Off-Balance Sheet Arrangement
During 1997, the Company sold all of its trade accounts receivables to
a 100% owned subsidiary, Commonwealth Financing Corp. ("CFC"). Simultaneously,
CFC entered into a three-year receivables purchase agreement with a financial
institution and its affiliate, whereby CFC sells, on a revolving basis, an
undivided interest in certain of its receivables and receives 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. During 2000, the Company and the financial institution extended the
receivables purchase agreement for an additional three-year period ending in
September 2003, in October 2002, extended the agreement for an additional year
ending in September 2004 and in February 2004, extended the agreement through
the end of March 2005. In addition, during September 2001 the Company and the
financial institution agreed to reduce the size of the facility to $95.0
million, in October 2003, the availability was reduced to $60.0 million and in
February 2004, the availability was increased to $80.0 million. At December 31,
2003 and 2002, the Company had outstanding under the agreement $60.0 million and
$24.0 million, respectively, and had $44.9 million and $61.8 million,
respectively, of net residual interest in receivables sold. The net residual
interest in the receivables sold has been reduced by $19.3 million and $19.4
million at December 31, 2003 and 2002, respectively, for the portion of the net
residual interest that relates to the Company's discontinued electrical products
segment and was included in the current assets of discontinued operations on the
consolidated balance sheet. The fair value of the net residual interest is
measured at the time of the sale and is based on the sale of similar assets. In
2003 and 2002, the Company received gross proceeds of $82.0 million and $51.0
million, respectively, from the sale of receivables and made gross payments of
$46.0 million and $47.0 million, respectively, under the agreement. Under the
terms of the agreement, the Company is required to maintain tangible net worth
of $5 million, and to not exceed certain percentages of credit sales for
uncollectible accounts, delinquent accounts and sales returns and allowances.
Should the Company exceed such limitations, the financial institution has the
right to terminate the agreement.
Liquidity and Capital Resources
The Company's continuing operations used cash flows of $0.7 million in
2003, provided cash flows of $4.4 million in 2002 and used cash flows of $17.3
million in 2001. The cash flows from continuing operations decreased in 2003 and
2001 primarily due to reduced income. Working capital decreased to $135.2
million at December 31, 2003 from $138.8 million at December 31, 2002. Working
capital was $121.5 million at December 31, 2001.
Capital expenditures were $16.1 million, $16.0 million and $8.8 million
in 2003, 2002 and 2001, respectively, and are estimated to be $12.6 million in
2004, all generally related to upgrading and expanding the Company's
manufacturing and other facilities and meeting environmental requirements.
Approximately $7.7 million and $5.3 million of the capital expenditures for 2003
and 2002, respectively, were for acquiring and enhancing software and hardware
as part of the Company's new information system platform installed in the
fourth quarter of 2003.
The Company's sources of liquidity are cash flows from operations, the
Company's receivables purchase agreement previously described and borrowings
under its $30 million revolving credit facility. The revolving credit facility
expires on March 31, 2005. Availability of advances under the $30 million
revolving credit facility is dependent on the continued satisfaction of certain
financial covenants contained in the revolving credit agreement. While the
Company is currently in full compliance with such financial covenants there is
no assurance that the Company will be able to continue meeting such covenants,
as currently structured, at all times during the next twelve months. In the
event the Company does not meet the requisite covenants it may seek to obtain
waivers or amendments of applicable covenant provisions from the participating
lenders. In any event, the Company believes it has sufficient liquidity
available from operating cash flows and amounts available under its receivables
purchase agreement to fund its working capital requirements, capital
expenditures, debt service, and if necessary, to satisfy any outstanding amounts
under its revolving credit facility for at least the next twelve months.
The Company's revolving credit facility permits borrowings and letters
of credit up to $30.0 million outstanding at any time. As noted in the previous
paragraph, availability is subject to satisfaction of certain covenants and
other requirements. At December 31, 2003 $26.9 million was available as the only
outstanding amounts against the credit facility was $3.1 million of standby
letters of credit.
The Company announced on July 31, 2003, that its Board of Directors had
suspended the Company's quarterly cash dividend payments on its common stock as
of the third quarter of 2003 due to the challenging economic conditions and to
ensure continued compliance with the Company's debt instruments regarding the
payment of dividends. The restrictions that limit the payment of cash dividends
are contained in the Indenture relating to the Company's $125 million senior
subordinated notes due in 2006. The Company believes that the restrictions are
likely to result in suspension of the cash dividend through at least the
maturity of the senior subordinated notes in 2006.
The following schedules summarize the Company's contractual cash
obligations and unused availability of financing sources at December 31, 2003
(in thousands).
Payments Due By Period
------------------------------------------------------------
Contractual Cash Obligations Total Less than 1 year 1-3 years 4-5 years After 5 years
- ------------------------------------------------------------------------------------------------------------
Long-term debt $125,000 $ - $125,000 $ - $ -
Capital and operating leases 10,013 3,153 3,268 1,279 2,443
Standby letters of credit 3,111 3,111 - - -
----------------------------------------------------------------------
Total contractual cash obligations $138,124 $6,264 $128,138 $1,279 $2,443
======================================================================
Amount of Availability Per Period
Unused Availability of Total Amounts ------------------------------------------------------------
Financing Sources Available Less than 1 year 1-3 years 4-5 years After 5 years
- ------------------------------------------------------------------------------------------------------------
Unused revolving credit
facility $ 26,889 $ - $26,889 $ - $ -
-----------------------------------------------------------------------
Total available $ 26,889 $ - $26,889 $ - $ -
=======================================================================
The Company has seven years remaining on a 10-year guaranteed supply
agreement with Glencore Ltd. ("Glencore"), a leading diversified trading and
industrial company, for the purchase of primary aluminum. Under the agreement,
the Company committed to purchase a minimum of 120 million pounds of P1020/99.7%
aluminum at current market prices from Glencore each year over the 10-year term.
The Company has met or exceeded the minimum purchase quantity for each year of
the contract.
At December 31, 2003, the Company held firm-priced aluminum purchase
and sales commitments through May 2005 totaling $5 million and $144 million,
respectively. The Company hedges the impact of changes in prices related to
these commitments as explained in the caption entitled "Commodity Price Risk" in
the following section.
Risk Management
Commodity Price Risk. The price of aluminum is subject to fluctuations
due to unpredictable factors on the worldwide market. To reduce this market
risk, the Company follows a policy of hedging its anticipated raw material
purchases based on firm-priced sales and purchase orders by purchasing and
selling futures contracts, forward contracts and options on the London Metal
Exchange ("LME"). The Company also uses forward contracts and options to reduce
its risks associated with its natural gas requirements.
As described in note 7 to the consolidated financial statements, the
Company adopted Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS No. 133") effective
January 1, 2001 and has designated virtually all of its aluminum and natural gas
futures contracts and forward contracts as cash flow hedges. However, for the
last three quarters of the year ending December 31, 2003, the Company's aluminum
futures contracts did not meet certain "effectiveness" requirements set forth in
SFAS No. 133. Accordingly, as prescribed by the provisions of SFAS No. 133, the
derivative instruments used as hedges of aluminum prices were marked-to-market
and the gains and losses during the last three quarters of 2003 were recorded
currently in the consolidated statement of operations instead of being deferred
in other comprehensive income and included in income when the underlying hedged
transactions occur. The Company's natural gas futures continue to be deemed
"effective" per SFAS No. 133 and accordingly the gains and losses on these
financial instruments are deferred in other comprehensive income and included in
income when the underlying hedged transactions occur.
Gains and losses on these instruments that are deferred in other
comprehensive income are reclassified into net income as cost of goods sold in
the periods when the hedged transactions occur. As of December 31, 2003,
approximately $1.8 million of the $2.0 million of deferred net gains are
expected to be reclassified from other comprehensive income into net income as
cost of goods sold over the next twelve months. A net gain of $7.1 million and a
net loss of $0.1 million was recognized in cost of goods sold during the year
ended December 31, 2003 and 2002, respectively, representing the amount of the
hedges' ineffectiveness. As of December 31, 2003, the Company held open aluminum
and natural gas futures and forward contracts having maturity dates extending
through December 2005.
A sensitivity analysis has been prepared to estimate the Company's
exposure to market risk related to its LME position. Market risk is estimated as
the potential loss in fair value resulting from a hypothetical 10% adverse
change in the price of the futures contract. On December 31, 2003 the Company
had approximately 57,150 metric tonnes of LME futures contracts. A hypothetical
10% change from the 2003 year-end three-month high grade aluminum price of
$1,614 per metric tonne would result in a change in fair value of $9.2 million
in these contracts. However it should be noted that any change in the fair value
of these contracts would be significantly offset with an inverse change in the
cost of metal to be purchased. Additionally, as previously noted, gains and
losses on the aluminum derivative instruments used as hedges were recorded
currently in the consolidated statement of operations during the last three
quarters of 2003 instead of being deferred in other comprehensive income and
included in income when the underlying hedged transactions occur. The recording
of these transactions in this manner to comply with SFAS No. 133 effects the
matching and increases volatility in the consolidated statement of operations.
A sensitivity analysis has been prepared to estimate the Company's
exposure to market risk related to its New York Mercantile Exchange ("NYMEX")
Henry Hub natural gas forward contracts. Market risk is estimated as the
potential loss in fair value resulting from a hypothetical 10% adverse change in
the price of the forward contract. On December 31, 2003 the Company had
approximately 6.3 million cubic feet of NYMEX forward contracts. A hypothetical
10% change from the 2003 year-end three-month natural gas price of $5.277 per
cubic foot would result in a change in fair value of $3.3 million in these
contracts. However it should be noted that any change in the fair value of these
contracts that is recognized in income would be significantly offset with an
inverse change in the cost of gas purchased during the same reporting period.
Credit Risk. Assessments of credit worthiness and credit risk are
completed on potential and existing customers through a review of trade
references, bank references, financial statements, and independent credit bureau
reports.
Also as previously discussed, the Company utilizes futures contracts,
forward contracts and options to protect against exposures to commodity price
risk in the aluminum and natural gas markets. The Company is exposed to losses
in the event of non-performance by the counterparties to these agreements;
however, the Company does not anticipate non-performance by the counterparties.
Assessments of credit risks with trading partners (brokers) are completed
through a review of the broker's ratings with credit rating agencies. However,
the Company does not require collateral to support broker transactions. In
addition, all brokers trading on the LME with U.S. clients are regulated by the
Commodity Futures Trading Commission, which requires the brokers to be fully
insured against unrealized losses owed to clients. Brokers of natural gas
forward contracts are not regulated. At December 31, 2003, credit lines totaling
$27.8 million were available at various brokerages used by the Company.
Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board issued
Financial Accounting Standards Board Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"), and
issued a revision in December 2003. This Interpretation of Accounting Research
Bulletin No. 51, "Consolidated Financial Statements," requires certain variable
interest entities to be consolidated by the primary beneficiary of the entity if
the equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 is effective for the Company in the quarter
ending March 31, 2004. Management does not expect the adoption of this
Interpretation to have a material impact on the Company's results of operations
or financial position.
In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" ("SFAS No. 149"). The
Statement amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 149 is generally effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003. In addition, the provisions of this Statement are generally to be
applied prospectively. The Statement's initial adoption did not have a material
impact on the Company's results of operations or financial position.
In May 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS No.
150"). The Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. The provisions of SFAS
No.150 apply immediately to all financial instruments entered into or modified
after May 31, 2003, and otherwise are effective at the beginning of the first
interim period beginning after June 15, 2003. The Statement's initial adoption
did not have a material impact on the Company's results of operations or
financial position.
In December 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 132 (revised 2003), "Employers'
Disclosures about Pensions and Other Postretirement Benefits". The Statement
requires additional disclosures about an employer's pension plans and
postretirement benefits plans such as: the types of plan assets, investment
strategy, measurement date, plan obligations, cash flows, and components of net
periodic benefit cost recognized during interim periods. See notes 10 and 11 to
the consolidated financial statements for the required additional disclosures.
Restatement of Company's Consolidated Selected Financial Data for each of the
years in the five-year period ended December 31, 2003 covered by the restated
Consolidated Financial Statements. (Revised Item 6 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2003.)
COMMONWEALTH INDUSTRIES, INC.
Consolidated Selected Financial Data
(in thousands except per share data)
Year ended December 31,
------------------------------------------------------------------
2003 2002 2001 2000 1999
--------- --------- ---------- ---------- ----------
Statement of Operations Data:
Net sales $ 817,711 $ 853,849 $ 801,786 $ 990,961 $ 951,321
Gross profit 48,309 49,212 26,891 66,984 60,494
Operating income (loss) (2) 13,992 14,784 (183,811) 25,545 19,989
Income (loss) from continuing operations before cumulative
effect of change in accounting principle (2) 142 2,923 (199,674) 5,710 643
Income (loss) from discontinued operations (1) (29,076) 6,193 6,122 (2,219) 10,368
Cumulative effect of change in accounting principle (3) - (25,327) - - -
Net income (loss) (1) (2) (3) (28,934) (16,211) (193,552) 3,491 11,011
Net income (loss) per share data: (1) (2)
Basic
Income (loss) from continuing operations $ 0.01 $ 0.18 $ (12.15) $ 0.34 $ 0.04
Income (loss) from discontinued operations (1.82) 0.39 0.37 (0.13) 0.64
Cumulative effect of change in accounting principle (3) - (1.58) - - -
Net income (loss) (1.81) (1.01) (11.78) 0.21 0.68
Diluted
Income (loss) from continuing operations $ 0.01 $ 0.18 $ (12.15) $ 0.34 $ 0.04
Income (loss) from discontinued operations (1.81) 0.38 0.37 (0.13) 0.64
Cumulative effect of change in accounting principle (3) - (1.57) - - -
Net income (loss) (1.80) (1.01) (11.78) 0.21 0.68
Cash dividends paid per share $ 0.10 $ 0.20 $ 0.20 $ 0.20 $ 0.20
Operating Data:
Depreciation $ 18,832 $ 18,891 $ 27,853 $ 31,255 $ 28,763
Amortization 895 984 3,536 3,928 4,153
Capital expenditures 16,116 15,975 8,797 18,282 26,445
Aluminum products business:
Net sales (4) $ 834,712 $ 872,009 $ 822,696 $1,018,149 $ 980,411
Shipments (pounds) (5) 789,826 921,425 816,389 984,898 1,043,627
Balance Sheet Data:
Working capital $ 135,174 $ 138,832 $ 121,483 $ 138,462 $ 123,067
Total assets 380,116 429,158 440,289 655,768 707,500
Total debt 125,000 125,000 125,000 125,000 125,000
Total stockholders' equity 78,138 107,187 134,166 338,393 336,676
(1) 2003 includes non-cash goodwill impairment charges of $29.6 million or
$1.85 per basic and diluted share. The goodwill impairment charges had no tax
effect. See note 3 to the consolidated financial statements.
(2) 2001 includes a non-cash asset impairment charge of $167.3 million or
$10.18 per basic and diluted share. The asset impairment charge had no tax
effect. See note 2 to the consolidated financial statements for additional
information.
(3) 2002 includes non-cash goodwill impairment charges of $25.3 million or
$1.58 per basic share and $1.57 per diluted share which was recorded as a
cumulative change in accounting principle in accordance with Statement of
Financial Accounting Standards No. 142. The goodwill impairment charges had
no tax effect. See note 3 to the consolidated financial statements for
additional information.
(4) includes sales to discontinued Alflex electrical products segment of $17.0
million, $18.2 million, $20.9 million, $27.2 million and $29.1 million for
2003, 2002, 2001, 2000 and 1999, respectively.
(5) includes shipments to discontinued Alflex electrical products segment of
19.7 million punds, 16.4 million pounds, 15.1 million pounds, 18.3 million
pounds and 20.9 million pounds for 2003, 2002, 2001, 2000 and 1999,
respectively.
Item 7. Financial Statements and Exhibits
(c) Exhibits
23 Consent of PricewaterhouseCoopers LLP
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/ Michael D. Friday
---------------------------------------
Michael D. Friday
Executive Vice President and
Chief Financial Officer
Date: August 19, 2004
Exhibit Index
-------------
Exhibit
Number Description
- ------- -----------------------------------------------------
23 Consent of PricewaterhouseCoopers LLP.