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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
AMENDMENT TO REPORT
Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
COLD METAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Amendment No. 2
The undersigned Registrant hereby amends the following items, financial
statements, exhibits, or other portions of its Current Report on Form 8-K, filed
July 3, 1996 and amended August 27, 1996 as set forth in the pages attached
hereto:
Item 7 (b):
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on it behalf by the
undersigned, hereto duly authorized.
Cold Metal Products, Inc.
September 27, 1996 By /s/ James R. Harpster
------------------------
James R. Harpster
President and Chief Executive Officer
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Data (Unaudited)
Pro Forma Consolidated Income Statement
---------------------------------------
The following unaudited pro forma income statement has been
derived from the Registrant's income statement for fiscal 1996 and adjusts such
information to give effect to the acquisition of the remaining outstanding
shares of the Registrant's equity affiliate, Direct Steel, Inc. as if the
acquisition had occurred on April 1, 1995. In preparing the pro forma results of
operations for fiscal 1996, certain adjustments have been made. The pro forma
income statement is presented for informational purposes only and does not
purport to be indicative of the results of operations that actually would have
resulted if the application had been consummated on April 1, 1995, nor which may
result from future operations.
Differences from amounts as reflected in Form 8-K as filed on July 3,
1996 represent certain reclassifications between cost of sales and selling,
general and administrative expenses in order to conform to the audited combined
statements of earnings of Direct Steel, Inc. and 955404 Ontario, Inc. for the
year ended March 31, 1996 and some minor exchange rate calculation differences.
<TABLE>
<CAPTION>
Fiscal Year Ended
--------------------------------------------------------------
March 31, 1996
--------------------------------------------------------------
Cold Metal Direct Steel, Inc. and Pro Forma Pro Forma
Products, Inc. 955404 Ontario, Inc. Adjustments Combined
As Reported As Reported [1] Total
(In thousands except per share amounts)
<S> <C> <C> <C> <C>
Net sales $ 227,128 $ 46,277 $ -- $ 273,405
Cost of sales 205,727 42,889 -- 248,616
--------- --------- -------- ---------
Gross profit 21,401 3,388 -- 24,789
Selling, general and administrative expenses 13,645 2,047 (100)[2] 15,592
Income (loss) from equity investment (98) -- 98 [3] --
Interest expense 2,918 1,445 193 [4] 4,556
--------- --------- -------- ---------
Income (loss) before income taxes 4,740 (104) 5 4,641
Income taxes 1,685 96 (24)[5] 1,757
--------- --------- -------- ---------
Net income (loss) $ 3,055 $ (200) $ 29 $ 2,884
========= ========== ======== =========
Net income (loss) per share $ 0.43 $ 0.40
========= =========
<FN>
[1] Reflects the fiscal 1996 historical operating results of Direct Steel, Inc.
and 955404 Ontario.
[2] Reflects the effect of reduced administrative expenses due to reduced
personnel resulting from the combination of entities and additional goodwill
expense resulting from the purchase.
[3] Reflects the elimination of the income from equity investment classification
as results are consolidated.
[4] Reflects additional interest expense on higher borrowing levels attributed
to the purchase.
[5] Reflects tax effect of pro forma changes and effect of lower corporate tax
rate.
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Pro Forma Consolidated Balance Sheet
- ------------------------------------
The Registrant's unaudited pro forma balance sheet gives effect to the
purchase of the remaining outstanding shares of the Registrant's equity
affiliates, Direct Steel, Inc. and 955404 Ontario, Inc., as if the transaction
had occurred, for balance sheet purposes, on March 31, 1996.
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------------------------
March 31, 1996
------------------------------------------------------------------
Cold Metal Direct Steel, Inc. and Pro Forma Pro Forma
Products, Inc. 955404 Ontario, Inc. Adjustments Total
As Reported As Reported [1]
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Assets:
Current assets $ 89,408 $ 17,666 $ (6,666) [2] $100,408
Property, plant and equipment 29,337 2,676 - 32,013
Goodwill - - 2,690 [3] 2,690
Other non-current assets 7,945 - (1,465) [4] 6,480
------------ ----------------- ------------ --------
Total assets $ 126,690 $ 20,342 $ (5,441) $141,591
============ ================= ============ ========
Liabilities and shareholders' equity:
Current liabilities $ 37,958 $ 18,708 $ (3,895) [5] $ 52,771
Long-term debt 39,000 - 39,000
Other liabilities 17,364 205 (117) [6] 17,452
Shareholders' equity 32,368 1,429 (1,429) [7] 32,368
------------ ----------------- ------------ --------
Total liabilities and shareholders' equity $ 126,690 $ 20,342 $ (5,441) $141,591
============ ================= ============ ========
<FN>
[1] Reflects the March 31, 1996 combined balance sheet of Direct Steel, Inc. and
955404 Ontario, Inc.
[2] Reflects elimination of the intercompany accounts receivable amounts due
from the investee.
[3] Records goodwill generated from excess of purchase price paid over assets
acquired from current and prior stock transactions.
[4] Eliminates the intercompany investment account used under the equity
accounting method.
[5] Reflects the increased debt incurred by the purchase and the elimination of
the intercompany accounts payable amounts due to Cold Metal Products, Inc.
[6] Reflects the elimination of the intercompany notes payable amount due to
Cold Metal Products, Inc.
[7] Reflects the elimination of the retained earnings of the investee.
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