Current Report Filing (8-k)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 27, 2015

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32483	61-1109077
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7140 Office Circle, Evansville, IN		47715
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code (812) 962-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition

On July 27, 2015, Accuride Corporation ("Accuride") issued a press release announcing its financial results for the three and six months ended June 30, 2015 and that it will hold a conference call to discuss such results. The press release and the text of the slide presentation to be used by Accuride in connection with the conference call, including information concerning forward-looking statements and factors that may affect future results, are attached hereto as Exhibits 99.1 and 99.2, respectively. The press release and slide presentation include certain non-GAAP financial measures. For a reconciliation of these non-GAAP financial measures to the most comparable GAAP measures, please refer to Exhibits 99.1 and 99.2.

The information contained in this report and in Exhibits 99.1 and 99.2 are being furnished and not filed for purposes of the Securities Exchange Act of 1934 and are not deemed incorporated by reference by any general statements incorporating by reference this report or future filings into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Accuride specifically incorporates the information by reference. By filing this report on Form 8-K and furnishing this information, Accuride makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained herein is summary information that is intended to be considered in the context of Accuride's SEC filings and other public announcements that Accuride may make, from time to time, by press release or otherwise. Accuride undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as it believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

Item 7.01.

Regulation FD Disclosure

See Item 2.02 above.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release, dated July 27, 2015, entitled "Accuride Reports Increase in Profitability in Second Quarter 2015".

99.2	Text of Slide Presentation of Accuride Corporation used in connection with Accuride Corporation's conference call to discuss financial results for the three and six months ended June 30, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ACCURIDE CORPORATION

	/s/ STEPHEN A. MARTIN		Dated: July 27, 2015
	Stephen A. Martin
	Senior Vice President / General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated July 27, 2015, entitled "Accuride Reports Increase in Profitability in Second Quarter 2015".
99.2	Text of Slide Presentation of Accuride Corporation used in connection with Accuride Corporation's conference call to discuss financial results for the three and six months ended June 30, 2015.

Investor Relations: Todd Taylor		Media Relations: Timothy G. Weir, APR
Email: ttaylor@accuridecorp.com		Email: tweir@accuridecorp.com
Phone: (812) 962-5105		Phone: (812) 962-5128

FOR IMMEDIATE RELEASE

Accuride Reports Increase in Profitability in Second Quarter 2015

	Second Quarter 2015 results from continuing operations included:

o	Net sales of $185.4 million, up 2.1 percent year-over-year

o	Adjusted EBITDA of $25.9 million, up 11.5 percent year-over-year

o	Net Income of $0.13 per share

	Maintaining 2015 earnings guidance despite reduction in revenue guidance due to Brillion

o	Aftermarket demand for aluminum wheels and Gunite components expected to help offset softer Brillion end markets

EVANSVILLE, Ind. – July 27, 2015 – Accuride Corporation (NYSE: ACW) – a leading supplier of components to the North American commercial vehicle industry – today reported strong financial results for the second quarter ended June 30, 2015, reporting increased year-over-year profitability.

Second Quarter 2015 Results

Second quarter 2015 net sales were $185.4 million, compared with $181.6 million in the same period in 2014, an increase of 2.1 percent, primarily reflecting the impact of stronger industry conditions in the Company's Wheels segment during the quarter. Accuride's operating income was $14.2 million for the quarter, compared to operating income of $12.3 million in the second quarter of 2014. The Company reported income from continuing operations of $6.1 million, or $0.13 per share, during the quarter, compared to income from continuing operations of $5.1 million, or $0.11 per share, in 2014. Second quarter Adjusted EBITDA increased by 11.5 percent year-over-year to $25.9 million, or 14.0 percent of net sales, compared to $23.2 million, or 12.8 percent of net sales, in the same quarter of 2014. As of June 30, 2015, Accuride had $30.8 million of cash plus $59.4 million in availability under its ABL Credit Facility, for total liquidity of $90.2 million.

Industry Conditions

North American commercial vehicle industry conditions remained robust in the second quarter, with truck and trailer production continuing to increase at a healthy pace. Class 8, Class 5-7 and Trailer production grew by 20.3 percent, 0.5 percent and 13.4 percent, respectively, over 2014. Class 8 and Trailer net orders continued to moderate in the quarter, but full-year production is expected to remain strong. The Class 8 backlog remains high at 42 percent above year-ago levels, while the Trailer backlog is 33 percent above last year. As a result, few Class 8 OEM production slots remain open for the remainder of the year, and many Trailer makers are completely sold out for 2015. Demand in the medium duty segment is steady, with backlogs standing 11 percent above year-ago levels. Fleets are generally optimistic about current industry conditions, despite some driver-shortage constraints. U.S. freight tonnage is forecasted to steadily increase over the next several years, which will continue to drive future demand for trucks and trailers.

Second Quarter Business Segment Results

Accuride Wheels

Accuride Wheels segment net sales were $114.4 million, up $13.2 million, or 13.1 percent, from the same period in 2014, primarily due to stronger OEM demand and market share gains in the aftermarket. Wheels' Adjusted EBITDA was $26.1 million, an increase of $5.2 million, or 24.6 percent, from the second quarter of 2014. Accuride flexed up its expanded aluminum wheel production capacity to accommodate the increase in volume.

Gunite

Gunite segment net sales of $47.0 million were down $1.3 million, or 2.7 percent, from the second quarter of 2014, due primarily to lower pricing related to reduced raw material costs that are passed through to our customers. Gunite's Adjusted EBITDA increased by $0.4 million to $8.7 million from $8.3 million in the second quarter of 2014. As previously announced, Gunite secured and began serving a multi-year contract as primary aftermarket brake drum supplier to Daimler Trucks North America. The Company continues to see increased interest in Gunite's products, as recent independent tests validated that Gunite's 3600A®X brake drum delivers 15 percent longer life than the nearest North American competitor and twice the drum life of offshore competitors.

Brillion Iron Works

Brillion Iron Works' second quarter net sales were $24.0 million, down $8.1 million, or 25.2 percent, from the second quarter of 2014 on lower customer volumes. Brillion's Adjusted EBITDA was a negative $0.3 million, a decrease of $1.9 million, from the second quarter of 2014. The Company currently expects Brillion's 2015 net sales will be 15 percent to 20 percent lower year-over-year, as compared to its previous guidance of flat top-line growth. This primarily reflects the impact of global commodity prices on demand in Brillion's oil and gas, agricultural and mining end markets.

Liquidity and Debt

As of June 30, 2015, total debt was $316.8 million, consisting of $306.8 million of our outstanding 9.5% senior secured notes, net of discount, and a $10.0 million draw on our ABL Credit Facility. As of June 30, 2015, Accuride had $30.8 million of cash plus $59.4 million in availability under its ABL Credit Facility, for total liquidity of $90.2 million.

Business and Market Outlook

"Accuride achieved record profitability in the quarter as the result of Aftermarket share gains for aluminum wheels, and world-class operating performance and cost containment by Wheels and Gunite," Accuride President and CEO Rick Dauch said. "Looking ahead to the second half of 2015, we are confident in our outlook for continued strong performance from our Wheels and Gunite businesses. Conditions in the North American commercial vehicle industry remain robust, with healthy order backlogs and OEM tractor and trailer build schedules pointing to a near-record year for the industry. In addition, we are experiencing strong demand for aluminum wheels and Gunite drums in the aftermarket. Customers are actively interested in the quality and test-proven superior durability of our Made-in-the-USA Gunite brake drums. Both trends enable us to maintain our full-year earnings guidance, despite weaker end-market demand at Brillion. In our drive to boost profitability, Accuride continues to actively explore potential opportunities to expand our business globally, and opportunistically refinance our debt."

2015 Financial Guidance

Accuride management expects the Company's 2015 net sales to be in the range of $700 million to $750 million, and Adjusted EBITDA to be in the range of $85 million to $95 million. The midpoints of the Company's revenue and Adjusted EBITDA ranges represent increases of 3 percent and 15 percent, respectively, over Accuride's 2014 results. The Company has based its 2015 guidance on the following projections for the North American commercial vehicle industry: Class 8 production in the range of 310,000 to 330,000 units, Class 5-7 production in the range of 220,000 to 225,000 units and Trailer segment production in the range of 280,000 to 300,000 units. In addition, management expects net sales for the Brillion business unit to be down by 15 percent to 20 percent versus 2014 due to continued softness in its oil and gas, agricultural and mining end markets.

Earnings Conference Call Information

Accuride will host a conference call to discuss the financial and operational results of its Second Quarter 2015 on Monday, July 27, 2015, beginning at 9:00 a.m. CDT. Analysts and investors may participate on the conference call by dialing (855) 542-4217 in the United States, or (412) 455-6081 internationally, and using participant code 85101918. A live webcast of the call can be accessed at the Accuride website Investors section: www.AccurideCorp.com/investors. A replay will be available from July 27, 2015, at Noon CDT until 10:59 p.m. CDT, August 3, 2015, by calling (855) 859-2056 in the United States, or (404) 537-3406 internationally, using access code 85101918.

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About Accuride Corporation

With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American commercial vehicle industry. The company's products include commercial vehicle wheels; wheel-end components and assemblies; and specialty cast-iron components for a range of agricultural, construction and mining, and oil and gas equipment applications. The company's products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions^TM, Gunite®, and Brillion^TM. Accuride's common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information, visit the Company's website at http://www.accuridecorp.com.

Forward-Looking Statements

Statements contained in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Accuride's expectations, hopes, beliefs, and intentions with respect to future results. Such statements are subject to the impact on Accuride's business and prospects generally of, among other factors, market demand in the commercial vehicle industry, general economic, business and financing conditions, labor relations, governmental action, competitor pricing activity, expense volatility and other risks detailed from time to time in Accuride's Securities and Exchange Commission filings, including those described in Item 1A of Accuride's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Any forward-looking statement reflects only Accuride's belief at the time the statement is made. Although Accuride believes that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee its future results, levels of activity, performance or achievements. Except as required by law, Accuride undertakes no obligation to update any forward-looking statements to reflect events or developments after the date of this news release.

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Three Months Operating Results

(UNAUDITED)


	Three Months Ended June 30,
(Dollars in thousands)	2015					2014

Net sales:
Wheels	$	114,356		61.7	%	$	101,155		55.7	%
Gunite		47,006		25.3	%		48,304		26.6	%
Brillion		24,018		13.0	%		32,116		17.7	%
Total net sales	$	185,380		100.0	%	$	181,575		100.0	%

Gross Profit	$	25,906		14.0	%	$	22,422		12.3	%

Income (loss) from Operations:
Wheels	$	17,405		15.2	%	$	11,857		11.7	%
Gunite		7,338		15.6	%		7,243		15.0	%
Brillion Iron Works		(1,470	)	(6.1	) %		489		1.5	%
Corporate / Other		(9,089	)	—			(7,285	)	—
Consolidated Total	$	14,184		7.7	%	$	12,304		6.8	%

Net Income	$	6,339		3.4	%	$	5,295		2.9	%

Adjusted EBITDA:
Wheels	$	26,090		22.8	%	$	20,934		20.7	%
Gunite		8,694		18.5	%		8,304		17.2	%
Brillion Iron Works		(256	)	(1.1	) %		1,605		5.0	%
Corporate / Other		(8,625	)	—			(7,609	)	—
Continuing Operations	$	25,903		14.0	%	$	23,234		12.8	%

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Six Months Operating Results

(UNAUDITED)


	Six Months Ended June 30,
(Dollars in thousands)	2015					2014

Net sales:
Wheels	$	222,692		60.3	%	$	193,373		55.5	%
Gunite		84,746		23.0	%		92,277		26.5	%
Brillion		61,601		16.7	%		62,709		18.0	%
Total net sales	$	369,039		100.0	%	$	348,359		100.0	%

Gross Profit	$	46,837		12.7	%	$	39,445		11.3	%

Income (loss) from Operations:
Wheels	$	30,657		13.8	%	$	21,599		11.2	%
Gunite		10,079		11.9	%		10,521		11.4	%
Brillion Iron Works		726		1.2	%		1,764		2.8	%
Corporate / Other		(17,950	)	-			(15,011	)	-
Consolidated Total	$	23,512		6.4	%	$	18,873		5.4	%

Net Income	$	5,751		1.6	%	$	1,722		0.5	%

Adjusted EBITDA:
Wheels	$	48,319		21.7	%	$	40,130		20.8	%
Gunite		12,770		15.1	%		12,621		13.7	%
Brillion Iron Works		3,125		5.1	%		4,019		6.4	%
Corporate / Other		(17,026	)	—			(15,580	)	—
Continuing Operations	$	47,188		12.8	%	$	41,190		11.8	%

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands except per share data)	2015		2014		2015		2014

NET SALES	$	185,380	$	181,575	$	369,039	$	348,359
COST OF GOODS SOLD	159,474		159,153		322,202		308,914
GROSS PROFIT	25,906		22,422		46,837		39,445
OPERATING EXPENSES:
Selling, general and administrative	11,722		10,118		23,325		20,572
INCOME FROM OPERATIONS	14,184		12,304		23,512		18,873
OTHER INCOME (EXPENSE):
Interest expense, net	(8,354)		(8,487)		(16,704)		(16,907)
Other loss, net	(84)		(169)		(1,256)		(699)
INCOME BEFORE INCOME TAXES FROM CONTINUING OPERATIONS	5,746		3,648		5,552		1,267
INCOME TAX EXPENSE (BENEFIT)	(378)		(1,461)		8		(557)
INCOME FROM CONTINUING OPERATIONS	6,124		5,109		5,544		1,824
DISCONTINUED OPERATIONS, NET OF TAX	215		186		207		(102)
NET INCOME	$	6,339	$	5,295	$	5,751	$	1,722
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Defined benefit plans	17,566		140		18,840		473
COMPREHENSIVE INCOME	$	23,905	$	5,435	$	24,591	$	2,195
Weighted average common shares outstanding—basic	47,991		47,737		47,907		47,667
Basic income per share-continuing operations	0.13		0.11		0.12		0.04
Basic income per share-discontinued operations	—		—		—		—
Basic income per share	$	0.13	$	0.11	$	0.12	$	0.04
Weighted average common shares outstanding—diluted	49,286		49,003		48,554		48,299
Diluted income per share-continuing operations	0.13		0.11		0.12		0.04
Diluted income per share-discontinued operations	—		—		—		—
Diluted income per share	$	0.13	$	0.11	$	0.12	$	0.04

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ACCURIDE CORPORATION

CONSOLIDATED ADJUSTED EBITDA

(UNAUDITED)

	Three Months Ended June 30,
(In thousands)	2015			2014

Net income	$	6,339		$	5,295
Income tax benefit		(378	)		(1,461	)
Interest expense, net		8,354			8,487
Depreciation and amortization		10,413			10,230
Restructuring, severance and other charges¹		531			—
Other items related to our credit agreement²		644			683
Adjusted EBITDA	$	25,903		$	23,234

Note:

For the three months ended June 30, 2015, Adjusted EBITDA represents net income before net interest expense, income tax expense, depreciation and amortization, plus $0.5 million in costs associated with restructuring items. For the three months ended June 30, 2014, Adjusted EBITDA represents net income before net interest expense, income tax benefit, depreciation and amortization.

Items related to our credit agreement refer to amounts utilized in the calculation of financial covenants in Accuride's senior credit facility. For the three months ended June 30, 2015, items related to our credit agreement consisted of foreign currency losses and other income or expenses of $0.6 million. For the three months ended June 30, 2014, items related to our credit agreement consisted of foreign currency losses and other income or expenses of $0.7 million.

	Six Months Ended June 30,
(In thousands)	2015		2014

Net income	$	5,751	$	1,722
Income tax expense (benefit)		8		(557	)
Interest expense, net		16,704		16,907
Depreciation and amortization		21,009		20,502
Restructuring, severance and other charges¹		1,239		627
Other items related to our credit agreement²		2,477		1,989
Adjusted EBITDA	$	47,188	$	41,190

Note:

For the six months ended June 30, 2015, Adjusted EBITDA represents net income before net interest expense, income tax expense, depreciation and amortization, plus $1.2 million in costs associated with restructuring items. For the six months ended June 30, 2014, Adjusted EBITDA represents net income before net interest expense, income tax benefit, depreciation and amortization, plus $0.6 million in costs associated with restructuring items.

Items related to our credit agreement refer to amounts utilized in the calculation of financial covenants in Accuride's senior credit facility. For the six months ended June 30, 2015, items related to our credit agreement consisted of foreign currency losses and other income or expenses of $2.5 million. For the six months ended June 30, 2014, items related to our credit agreement consisted of foreign currency losses and other income or expenses of $2.0 million.

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ACCURIDE CORPORATION

SEGMENT ADJUSTED EBITDA RECONCILIATION

(UNAUDITED)

	Three Months Ended June 30, 2015
(In thousands)	Income (loss) from Operations			Depreciation and Amortization		Other			Adjusted EBITDA
Wheels	$	17,405		$	7,485	$	1,200		$	26,090
Gunite		7,338			1,106		250			8,694
Brillion Iron Works		(1,470	)		1,184		30			(256	)
Corporate / Other		(9,089	)		627		(163	)		(8,625	)
Continuing Operations	$	14,184		$	10,402	$	1,317		$	25,903

Imperial Group		(11	)		11		—			—
Consolidated Total	$	14,173		$	10,413	$	1,317		$	25,903

	Three Months Ended June 30, 2014
(In thousands)	Income (loss) from Operations			Depreciation and Amortization		Other			Adjusted EBITDA
Wheels	$	11,857		$	7,877	$	1,200		$	20,934
Gunite		7,243			811		250			8,304
Brillion Iron Works		489			1,086		30			1,605
Corporate / Other		(7,285	)		446		(770	)		(7,609	)
Continuing Operations	$	12,304		$	10,220	$	710		$	23,234

Imperial Group		(10	)		10		—			—
Consolidated Total	$	12,294		$	10,230	$	710		$	23,234

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	Six Months Ended June 30, 2015
(In thousands)	Income (loss) from Operations			Depreciation and Amortization		Other			Adjusted EBITDA
Wheels	$	30,657		$	15,262	$	2,400		$	48,319
Gunite		10,079			2,191		500			12,770
Brillion Iron Works		726			2,339		60			3,125
Corporate / Other		(17,950	)		1,196		(272	)		(17,026	)
Continuing Operations	$	23,512		$	20,988	$	2,688		$	47,188

Imperial Group		(21	)		21		—			—
Consolidated Total	$	23,491		$	21,009	$	2,688		$	47,188

	Six Months Ended June 30, 2014
(In thousands)	Income (loss) from Operations			Depreciation and Amortization		Other			Adjusted EBITDA
Wheels	$	21,599		$	15,784	$	2,747		$	40,130
Gunite		10,521			1,600		500			12,621
Brillion Iron Works		1,764			2,195		60			4,019
Corporate / Other		(15,011	)		902		(1,471	)		(15,580	)
Continuing Operations	$	18,873		$	20,481	$	1,836		$	41,190

Imperial Group		(21	)		21		—			—
Consolidated Total	$	18,852		$	20,502	$	1,836		$	41,190

We define Adjusted EBITDA as our net income or loss before income tax expense or benefit, interest expense, net, depreciation and amortization, restructuring, severance, and other charges, impairment, and currency losses, net. Adjusted EBITDA has been included because we believe that it is useful for us and our investors to measure our ability to provide cash flows to meet debt service. Adjusted EBITDA should not be considered an alternative to net income (loss) or other traditional indicators of operating performance and cash flows determined in accordance with accounting principles generally accepted in the United States ("GAAP"). We present the table of Adjusted EBITDA because covenants in the agreements governing our material indebtedness contain ratios based on this measure on a quarterly basis. While Adjusted EBITDA is used as a measure of liquidity and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculations.

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ACCURIDE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,		December 31,
(In thousands)	2015		2014

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	30,847	$	29,773
Customer and other receivables		77,691		63,570
Inventories		40,724		43,065
Other current assets		13,586		13,472
Total current assets		162,848		149,880
PROPERTY, PLANT AND EQUIPMENT, net		206,174		212,183
OTHER ASSETS:
Goodwill and other assets		234,678		236,359
TOTAL	$	603,700	$	598,422
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	65,573	$	56,452
Other current liabilities		38,172		40,619
Total current liabilities		103,745		97,071
LONG-TERM DEBT		316,760		323,234
OTHER LIABILITIES		126,763		147,314
STOCKHOLDERS' EQUITY:
Total stockholders' equity		56,432		30,803
TOTAL	$	603,700	$	598,422