COMMONWEALTH INDUSTRIES INC/DE/
10-Q, 1998-08-03
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS
Previous: GENVEC INC, RW, 1998-08-03
Next: WARREN S D CO /PA/, 10-Q, 1998-08-03



===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
                                    ---------

 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1998

                                       or

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                                 --------------

                           Commission File No. 0-25642

                          COMMONWEALTH INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


         Delaware                                     13-3245741
 (State of incorporation)                 (I.R.S. Employer Identification No.)

    500 West Jefferson Street
          19th Floor
      Louisville, Kentucky                           40202-2823
(Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code: (502) 589-8100

                                   ----------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  proceeding 12 months (or for such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes     X    No ____

The registrant had  15,944,000  shares of common stock  outstanding at August 1,
1998.

===============================================================================
<PAGE>

                          COMMONWEALTH INDUSTRIES, INC.
                                    FORM 10-Q
                       For the Quarter Ended June 30, 1998

                                      INDEX

                         Part I - Financial Information


Item 1.  Financial Statements (unaudited)                          Page Number

         Condensed Consolidated Balance Sheet as of June 30, 1998
         and December 31, 1997                                          3

         Condensed Consolidated Statement of Income for the three
         months and six months ended June 30, 1998 and 1997             4

         Condensed Consolidated Statement of Cash Flows for the six
         months ended June 30, 1998 and 1997                            5

         Notes to Condensed Consolidated Financial Statements           6-7


Item 2.  Management's Discussion and Analysis of Financial Condition    8-11
          and Results of Operations


                           Part II - Other Information


Item 1.   Legal Proceedings                                             12

Item 4.   Submission of Matters to a Vote of Security Holders           12

Item 6.   Exhibits and Reports on Form 8-K                              12

Signatures                                                              13


<PAGE>

                          COMMONWEALTH INDUSTRIES, INC.
                      Condensed Consolidated Balance Sheet
                        (in thousands except share data)
<TABLE>
<CAPTION>

                                                                       June 30,               December 31,
                                                                         1998                     1997
                                                                     -------------            -------------
<S>                                                                   <C>                      <C> 
Assets
Current assets:
     Cash and cash equivalents                                         $        -                $       -
     Accounts receivable, net                                                 482                      355
     Inventories                                                          195,398                  171,633
     Prepayments and other current assets                                  43,274                   45,107
                                                                     -------------            -------------
          Total current assets                                            239,154                  217,095
Property, plant and equipment, net                                        266,240                  266,292
Goodwill, net                                                             171,323                  173,562
Other noncurrent assets                                                     9,900                   10,472
                                                                     -------------            -------------
          Total assets                                                  $ 686,617                $ 667,421
                                                                     =============            =============

Liabilities
Current liabilities:
     Outstanding checks in excess of deposits                           $   8,243                $   9,122
     Accounts payable                                                      77,438                   67,881
     Accrued liabilities                                                   31,314                   27,168
                                                                     -------------            -------------
          Total current liabilities                                       116,995                  104,171
Long-term debt                                                            130,600                  125,650
Other long-term liabilities                                                 9,481                    9,675
Accrued pension benefits                                                   14,000                   13,368
Accrued postretirement benefits                                            86,217                   84,084
                                                                     -------------            -------------
          Total liabilities                                               357,293                  336,948
                                                                     -------------            -------------

Commitments and contingencies                                                   -                        -
Stockholders' Equity
     Common stock, $.01 par value, 50,000,000 shares authorized,
          15,944,000 and 15,941,500 shares outstanding at
          June 30, 1998 and December 31, 1997, respectively                   159                      159
     Additional paid-in capital                                           398,794                  398,757
     Accumulated deficit                                                  (68,019)                 (66,575)
     Unearned compensation                                                   (914)                  (1,172)
     Minimum pension adjustment                                              (696)                    (696)
                                                                     -------------            -------------
          Total stockholders' equity                                      329,324                  330,473
                                                                     -------------            -------------
          Total liabilities and stockholders' equity                    $ 686,617                $ 667,421
                                                                     =============            =============


            See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>

                          COMMONWEALTH INDUSTRIES, INC.
                   Condensed Consolidated Statement of Income
                      (in thousands except per share data)
<TABLE>
<CAPTION>


                                                                  Three months ended                     Six months ended
                                                                       June 30,                               June 30,
                                                            ------------------------------        -------------------------------
                                                                1998             1997                 1998              1997
                                                            -------------     ------------        -------------      ------------
<S>                                                            <C>              <C>                  <C>               <C>      
Net sales                                                      $ 258,346        $ 287,240            $ 507,273         $ 559,431
Cost of goods sold                                               244,560          262,993              475,046           511,138
                                                            -------------     ------------        -------------      ------------
     Gross profit                                                 13,786           24,247               32,227            48,293
Selling, general and administrative expenses                      10,125            9,884               20,357            21,687
Amortization of goodwill                                           1,119            1,121                2,238             2,240
                                                            -------------     ------------        -------------      ------------
     Operating income                                              2,542           13,242                9,632            24,366
Other income (expense), net                                           79              318                  404               497
Interest expense, net                                             (5,550)          (8,088)             (11,216)          (16,421)
                                                            -------------     ------------        -------------      ------------
     Income (loss) before income taxes                            (2,929)           5,472               (1,180)            8,442
Income tax expense (benefit)                                        (286)           1,309               (1,331)            2,111
                                                            -------------     ------------        -------------      ------------
     Net income (loss)                                         $  (2,643)       $   4,163            $     151         $   6,331
                                                            =============     ============        =============      ============

     Basic and diluted net income (loss) per share             $   (0.17)       $    0.41            $    0.01         $    0.62
                                                            =============     ============        =============      ============

Weighted average shares outstanding
     Basic                                                        15,944           10,208               15,944            10,207
     Diluted                                                      15,944           10,247               15,951            10,243

Dividends paid per share                                       $    0.05        $    0.05            $    0.10         $    0.10


            See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>

                          COMMONWEALTH INDUSTRIES, INC.
                 Condensed Consolidated Statement of Cash Flows
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                       Six months ended June 30,
                                                                                  ------------------------------------
                                                                                     1998                    1997
                                                                                  ------------           -------------
<S>                                                                                <C>                     <C> 
Cash flows from operating activities:
   Net income                                                                      $      151               $   6,331
   Adjustments to reconcile net income to net cash provided by operations:
        Depreciation and amortization                                                  17,233                  18,293
        Issuance of common stock in connection with stock awards                           72                      84
        Loss on disposal of property, plant and equipment                                 259                       -
        Changes in assets and liabilities:
             (Increase) in accounts receivable, net                                      (127)                (48,792)
             (Increase) decrease in inventories                                       (23,765)                  7,924
             Decrease in prepayments and other current assets                           1,833                   2,295
             (Increase) decrease in other noncurrent assets                                (2)                    341
             Increase in accounts payable                                               9,557                  26,155
             Increase (decrease) in accrued liabilities                                 4,146                  (8,212)
             Increase in other liabilities                                              2,571                   3,723
                                                                                  ------------           -------------
                 Net cash provided by operating activities                             11,928                   8,142
                                                                                  ------------           -------------
Cash flows from investing activities:
   Net cash and cash equivalents (outflow) from acquisition                                 -                  (2,894)
   Additions to property, plant and equipment                                         (14,404)                 (8,929)
   Disposals of property, plant and equipment                                               -                       3
                                                                                  ------------           -------------
        Net cash (used in) investing activities                                       (14,404)                (11,820)
                                                                                  ------------           -------------
Cash flows from financing activities:
   (Decrease) increase in outstanding checks in excess of deposits                       (879)                  3,672
   Proceeds from long-term debt                                                        23,425                  54,050
   Repayments of long-term debt                                                       (18,475)                (55,050)
   Proceeds from issuance of common stock                                                   -                      82
   Cash dividends paid                                                                 (1,595)                 (1,020)
                                                                                  ------------           -------------
        Net cash provided by financing activities                                       2,476                   1,734
                                                                                  ------------           -------------
Net (decrease) in cash and cash equivalents                                                 -                  (1,944)
Cash and cash equivalents at beginning of period                                            -                   1,944
                                                                                  ------------           -------------
Cash and cash equivalents at end of period                                           $      -               $       -
                                                                                  ============           =============


            See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>

                          COMMONWEALTH INDUSTRIES, INC.
              Notes to Condensed Consolidated Financial Statements


1. Basis of Presentation
The accompanying  condensed  consolidated  financial statements are presented in
accordance with the  requirements  of Form 10-Q and  consequently do not include
all  the  disclosures   normally  required  by  generally  accepted   accounting
principles.  The condensed  consolidated financial statements have been prepared
in accordance with Commonwealth  Industries,  Inc.'s (the "Company's") customary
accounting  practices and have not been audited.  In the opinion of  management,
all  adjustments  necessary to fairly  present the results of operations for the
reporting interim periods have been made and were of a normal recurring nature.

2. Inventories
The Company  uses the  first-in,  first-out  (FIFO) and the  last-in,  first-out
(LIFO) methods for valuing its inventories.


(in thousands)                         June 30, 1998         December 31, 1997
- --------------                         -------------         -----------------
Raw materials                            $  40,162               $  30,395
Work in process                             92,670                  76,286
Finished goods                              48,954                  53,395
Expendable parts and supplies               15,120                  14,884
                                         ---------               ---------
                                           196,906                 174,960
LIFO reserve                                (1,508)                 (3,327)
                                         ---------               ---------
                                         $ 195,398               $ 171,633
                                         =========               =========


Inventories of  approximately  $39.4 million and $35.4 million,  included in the
above totals  (before the LIFO  reserve) at June 30, 1998 and December 31, 1997,
respectively, are accounted for under the LIFO method of accounting.

On June 30, 1998,  the Company had deferred  realized  losses of $6.9 million on
closed futures contracts which are recorded as an increase to the carrying value
of  inventory.  The  Company had  deferred  realized  losses of $1.5  million at
December 31, 1997.

3. Provision for Income Taxes
The income tax benefit for the three  months and six months  ended June 30, 1998
is based on the Company's  projected taxable income and federal and state income
tax rates for the year ending December 31, 1998. Also included in the income tax
benefit  for the six months  ended  June 30,  1998 is a $1.5  million  favorable
adjustment  recorded in the first quarter of 1998 as the result of the filing of
amended federal income tax returns for prior years.


<PAGE>


4. Net Income Per Share Computations
The following is a reconciliation  of the numerator and denominator of the basic
and diluted per share computations:
<TABLE>
<CAPTION>

                                                                                   Three months ended
                                                                                   ------------------
                                                                                         June 30,
                                                                                         --------   
                                                                                     1998      1997
                                                                                    -------   -------
<S>                                                                                <C>        <C>   
Income (numerator) amounts used for basic and diluted per share computations:
     Net income (loss)                                                              $(2,643)   $4,163
                                                                                    ========   ======

Shares (denominator) used for basic per share computations:
     Weighted average shares of common stock outstanding                              15,944   10,208
                                                                                      ======   ======

Shares (denominator) used for diluted per share computations:
     Weighted average shares of common stock outstanding                              15,944   10,208
     Plus: dilutive effect of stock options                                                -       39
                                                                                      ------   ------
           Adjusted weighted average shares                                           15,944   10,247
                                                                                      ======   ======

Net income (loss) per share data:
     Basic and diluted                                                               $(0.17)    $0.41
                                                                                     =======    =====
</TABLE>
<TABLE>
<CAPTION>

                                                                                      Six months ended
                                                                                      ----------------
                                                                                          June 30,
                                                                                          --------          
                                                                                       1998      1997
                                                                                     -------    ------
<S>                                                                                  <C>       <C> 
Income (numerator) amounts used for basic and diluted per share computations:
     Net income                                                                       $  151    $6,331
                                                                                      ======    ======

Shares (denominator) used for basic per share computations:
     Weighted average shares of common stock outstanding                              15,944    10,207
                                                                                      ======    ======

Shares (denominator) used for diluted per share computations:
     Weighted average shares of common stock outstanding                              15,944    10,207
     Plus: dilutive effect of stock options                                                7        36
                                                                                      ------    ------
           Adjusted weighted average shares                                           15,951    10,243
                                                                                      ======    ======

Net income per share data:
     Basic and diluted                                                                 $0.01     $0.62
                                                                                       =====     =====

Options to purchase  276,500  common shares,  which equate to 3,401  incremental
common equivalent shares, were excluded from the calculation above for the three
months  ended June 30, 1998 as their  effect  would have been  antidilutive.  In
addition, options to purchase 286,500 and 3,000 common shares were excluded from
the  calculations  above for the three months and six months ended June 30, 1998
and the three and six months  ended June 30,  1997,  respectively,  because  the
exercise  prices on the options were  greater than the average  market price for
the periods.
</TABLE>

<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and
Results of Operations

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 effect of global  economic  conditions,  the
impact  of   competitive   products  and  pricing,   product   development   and
commercialization,  availability and cost of critical raw materials, the rate of
technological  change,  product demand and market acceptance risks, capacity and
supply  constraints or  difficulties,  and other risks detailed in the Company's
various Securities and Exchange Commission filings.

Overview
The Company  manufactures  non-heat treat coiled aluminum sheet for distributors
and the  transportation,  construction and consumer durables end use markets and
electrical  flexible conduit and prewired armored cable for the  non-residential
construction and renovation  markets.  The Company's principal raw materials are
aluminum scrap,  primary  aluminum,  copper and steel.  Trends in the demand for
aluminum  sheet  products  in the United  States  and in the prices of  aluminum
primary metal,  aluminum scrap and copper 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 material  ("material  margins")  and its unit cost of converting
raw material into its products  ("conversion  cost").  While changes in aluminum
and copper prices can cause the Company's net sales to change significantly from
period to period,  net income is more directly  impacted by the  fluctuation  in
material margins.

During the first six months of 1998,  shipments of the Company's  aluminum sheet
products  declined  by 13% from the first six  months of 1997.  Lower  sales and
shipment volume were caused by production  problems at the Company's  Lewisport,
Kentucky aluminum rolling mill, as well as weather-related production outages at
its mill in Uhrichsville, Ohio. While overall demand for aluminum sheet products
remained  strong,  material margins have been under pressure for the past twenty
one months.  During the six months of 1998,  the  Company  chose to sell only to
those segments of markets where the Company could compete on product quality and
service and not participate in further material margin erosion. During the first
half of 1998, the Company  announced three price increases,  the first beginning
in April 1998 which has been fully implemented into the market place, the second
beginning in June 1998 which has been  followed by several  competitors  and the
third  beginning  in  September  1998.  At this time,  it is uncertain as to the
acceptance of the September  price increase.  Beginning in mid-February  1998 at
the Lewisport rolling mill, all discretionary  overtime hours were eliminated to
reduce the operating cost concurrent with the reduced sales volume.

Demand for the  Company's  electrical  conduit and cable  products  continued to
exceed the Company's  capacity to supply these products during the first half of
1998.  While the Company has been adding  additional  electrical  cable armoring
capacity since the second  quarter of 1997,  this capacity has yet to reach full
production  due to the time  involved in employee  skills  training.  The strong
market for electrical  conduit also allowed the Company to concentrate on higher
margin  products  during  the first six  months of 1998,  even  though net sales
volume was little changed from the same period last year. The Company expects to
continue to ramp up the newly installed  production equipment while embarking on
further capacity expansions throughout 1998.

Results of  Operations  for the three  months and six months ended June 30, 1998
and 1997 Net Sales. Net sales for the quarter ended June 30, 1998, decreased 10%
to $258  million  (including  $29.9  million  from  Alflex)  from  $287  million
(including $31.6 million from Alflex) for the same period in 1997. Net sales for
the six month  period ended June 30, 1998,  were $507 million  (including  $60.6
million from Alflex),  a 9% decrease from the $559 million recorded in the first
half of 1997 (including  $63.7 million from Alflex).  The decrease is due to the
reduced sales volumes at all facilities. Unit sales volume of aluminum decreased
11% to 234.7  million  pounds for the second  quarter of 1998 from 262.3 million
pounds for the second  quarter of 1997.  Unit sales volume of aluminum was 453.6
million  pounds  for the first half of 1998,  a  decrease  of 13% from the 520.4
million pounds for the first half of 1997.  Aluminum sales volume  decreased due
to the reasons outlined in the "overview" section, additionally sales volumes at
the Company's  continuous cast aluminum sheet  operations were below last year's
level due to tighter inventory management by customers and unusually wet weather
that reduced construction  activity in various parts of the United States in the
first half of 1998.  Alflex  unit sales  volume was 127.1  million  feet for the
second  quarter of 1998 and 252.7  million feet for the first six months of 1998
versus  136.5  million  feet  and  261.7  million  feet,  respectively,  for the
comparable periods in 1997.

Gross  Profit.  Gross profit for the quarter  ended June 30, 1998,  decreased to
$13.8 million from $24.2  million for the same period in 1997.  Gross profit for
the six months ended June 30, 1998 was $32.2  million  versus $48.3  million for
the comparable  period in 1997.  These decreases were  attributable to decreased
sales  volumes  due to the  reasons  outlined  in the  "overview"  section . The
Company's unit manufacturing costs increased compared to the same period in 1997
as a result of the lower volumes which more than offset any  efficiencies due to
mill optimization practices. Material margins which were higher in the first six
months of 1998 than in the first  half of 1997  partially  offset  the impact of
lower volumes.

Operating Income.  The Company produced operating income of $2.5 million for the
second  quarter of 1998 compared  with $13.2  million for the second  quarter of
1997. For the six month period ended June 30, 1998,  operating  income was $9.6,
down  from  $24.4  million  for the first  half of 1997.  Selling,  general  and
administrative  expenses  during the second  quarter of 1998 were $10.1 million,
compared  with $9.9  million for the same period in 1997 and were $20.4  million
for the six months ended June 30, 1998, compared with $21.7 million for the same
period in 1997. The realization of various operating synergies envisioned at the
time of the  CasTech  acquisition  contributed  to holding  the  second  quarter
increase down and  resulting in a decrease for the six month period  compared to
same periods in 1997.

Net  Income.  Net loss was $2.6  million for the  quarter  ended June 30,  1998,
compared with net income of $4.2 million for the same period in 1997. Net income
for the six  months  ended June 30,  1998 was $0.2  million  compared  with $6.3
million for the first half of 1997.  Interest  expense was $5.6  million for the
quarter  ended June 30,  1998,  compared to $8.1  million for the same period in
1997 and $11.2  million for the six months  ended June 30, 1998,  compared  with
$16.4  million  for the first half of 1997.  These  decreases  in the  Company's
interest  expense  are due to the  reduction  in  borrowing  resulting  from the
Company's  equity  offering  coupled  with  reduced  interest  rates  due to the
accounts receivable  securitization facility. Both transactions are described in
the "Liquidity and Capital Resources" section which follows.  Income tax benefit
was $0.3 million in the second quarter of 1998 compared to an income tax expense
of $1.3  million  for the same  period in 1997 and an income tax benefit of $1.3
million  for the six  months  ended  June 30,  1998,  compared  to an income tax
expense of $2.1 million for the same period in 1997. The change between quarters
is primarily a result of the expected  decrease in the Company's  taxable income
for the year 1998  compared to the year 1997,  while the change in the six month
periods is a result of the expected decrease in the Company's taxable income and
a $1.5 million favorable adjustment recorded in the first quarter of 1998 to the
prior year's tax expense.  The  adjustment  resulted  from the filing of amended
federal income tax returns for prior years.

Liquidity and Capital Resources

The Company's sources of liquidity are cash flows from operations, the Company's
accounts receivable securitization facility described below and borrowings under
its $100 million  revolving credit facility.  The Company believes these sources
will  be  sufficient  to  fund  its  working   capital   requirements,   capital
expenditures, debt service and dividend payments at least through 1998.

On September  29, 1997,  the Company  completed a common stock  offering of 5.75
million  shares at a public  offering  price of $18 per share.  The net proceeds
from the offering of  approximately  $97.7 million were used to repay the entire
amount  outstanding  under the Company's  term loan  agreement,  totaling  $95.0
million,  as well as $2.7  million  outstanding  under the  Company's  revolving
credit facility.

On September 26, 1997, the Company sold all of its trade accounts  receivable to
a 100% owned subsidiary,  Commonwealth Financing Corp. ("CFC").  Simultaneously,
CFC entered into a three-year accounts receivable securitization facility with a
financial  institution  and its  affiliate,  whereby  CFC sells,  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. At June 30, 1998, the Company had outstanding $149.6 million under the
agreement  and had $32.7  million of net  residual  interest in the  securitized
receivables.  The  net  residual  interest  in the  securitized  receivables  is
included  in  other  current  assets  in the  Company's  consolidated  financial
statements.

Capital  expenditures  were $7.7 million  during the quarter ended June 30, 1998
and $14.4 million for the six months ended June 30, 1998. At June 30, 1998,  the
Company had  commitments  of $17.1 million for the purchase or  construction  of
capital assets.  Total capital expenditures for the year 1998 are expected to be
approximately  $40 million,  principally  related to upgrading and expanding the
Company's   manufacturing   and  other  facilities  and  meeting   environmental
requirements.

Risk Management

The Company offers its customers multiple pricing methods,  including fixed firm
prices.  Purchases of metal for forward delivery as well as hedging with futures
contracts and options are used to reduce the Company's aggregate exposure to the
risk of changes in metal prices.  This is  accomplished  by  establishing at the
time of a customer's  order a fixed margin between the cost of the metal and the
Company's product price to the customer. Gains and losses resulting from changes
in the market value of these futures  contracts and options increase or decrease
cost of sales at the time of revenue recognition.  At June 30, 1998, the Company
held purchase and sales  commitments  through 1998 totaling $75 million and $303
million, respectively.  The Company held futures contracts,  marked-to-market at
June 30, 1998, with a net unrealized loss of $6.4 million.

Before  entering  into futures  contracts and options,  the Company  reviews the
credit rating of the  counterparty  and assesses any possible credit risk. While
the Company is exposed to certain losses in the event of  non-performance by the
counterparties   to  these   agreements,   the  Company   does  not   anticipate
non-performance by such counterparties.

The Company has  entered  into  interest  rate swap  agreements  with a notional
amount of $56  million.  With  respect to these  agreements,  the Company pays a
fixed rate of interest and receives a LIBOR-based floating rate.

Recently Issued Accounting Pronouncements

In June 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No.  131,  "Disclosures  about  Segments of an
Enterprise and Related  Information"  ("SFAS No. 131").  The Statement  requires
that segment reporting for public reporting purposes be conformed to the segment
reporting  used by management  for internal  purposes.  SFAS No. 131 also adds a
requirement  for the  presentation  of certain segment data on a quarterly basis
starting in 1999. The Company will adopt SFAS No. 131 in the Company's  year-end
1998 reporting as required.

In February 1998, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No.  132,  "Employers'  Disclosures  about
Pensions and Other  Postretirement  Benefits"  ("SFAS No.  132").  The Statement
revises employers'  disclosures about pension and other  postretirement  benefit
plans.  The  Company  will  adopt SFAS No. 132 in the  Company's  year-end  1998
reporting as required.

In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities" ("SFAS No. 133"). The Statement  establishes  accounting
and reporting  standards for derivative  instruments and for hedging activities.
The  Company  will  adopt  SFAS No.  133 in the  Company's  first  quarter  2000
reporting as required.

Management is currently  evaluating the impact of these three  Statements on the
Company's future financial reporting.

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is a party to non-environmental legal proceedings and administrative
actions  all of  which  are of an  ordinary  routine  nature  incidental  to the
operations  of the Company.  Although it is impossible to predict the outcome of
any legal proceeding,  in the opinion of management such proceedings and actions
should not, individually or in aggregate,  have a material adverse effect on the
Company's  financial  condition,  results of operations or cash flows,  although
resolution  in any year or quarter could be material to the results of operation
for that period.

Item 4.    Submission of Matters to a Vote of Security Holders

At the  Company's  Annual  Meeting of  Stockholders,  held April 24,  1998,  the
following two matters were submitted for a vote by the security holders:

Mr. Paul E. Lego and Mr.  John E. Merow were  elected  directors  for terms
expiring in 2001. There were 14,656,326 and 14,655,334, respectively, votes cast
for and  85,026  and  86,018,respectively,  abstentions.  The terms of office of
Catherine G. Burke, Mark V. Kaminski,  C. Frederick Fetterolf and Victor Torasso
continued after the meeting.

Approval   of  the   selection   of   Coopers   &   Lybrand   L.L.P.   (now
PricewaterhouseCoopers  LLP) as the  Company's  independent  auditors  for 1998.
There were 14,699,328 votes for and 32,456 votes against and 9,568 abstentions.

Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibits
                           11            Computation of Net Income Per Share.

                           27            Financial Data Schedule.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the quarter ended June 30, 1998.


<PAGE>

                                   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/ Donald L. Marsh, Jr.
                                   ------------------------
                                   Donald L. Marsh, Jr.
                                   Executive Vice President, Chief Financial
                                   Officer and Secretary


Date:    August 3, 1998

<PAGE>

                                  Exhibit Index

Exhibit
Number                         Description

   11            Computation of Net Income Per Share.

   27            Financial Data Schedule.


                                                                     
                          Commonwealth Industries, Inc.
                       Computation of Net Income Per Share
                      (in thousands except per share data)
<TABLE>
<CAPTION>


Three months ended June 30,                                                             1998        1997
- ---------------------------                                                             ----        ----
<S>                                                                                   <C>          <C> 
Income (numerator) amounts used for basic and diluted per share computations:
Net income (loss)                                                                       $ (2,643)    $ 4,163
                                                                                       ==========   =========

Shares (denominator) used for basic per share computations:
Weighted average shares of common stock outstanding                                       15,944      10,208
                                                                                       ==========   =========

Shares (denominator) used for diluted per share computations:
Weighted average shares of common stock outstanding                                       15,944      10,208
Plus: dilutive effect of stock options                                                         -          39
                                                                                       ----------   ---------
Adjusted weighted average shares                                                          15,944      10,247
                                                                                       ==========   =========

Net income (loss) per share data:
    Basic and diluted                                                                    $ (0.17)     $ 0.41
                                                                                       ==========   =========
</TABLE>
<TABLE>
<CAPTION>

Six months ended June 30,                                                               1998        1997
- -------------------------                                                               ----        ----
<S>                                                                                    <C>          <C>    
Income (numerator) amounts used for basic and diluted per share computations:
Net income                                                                                $ 151     $ 6,331
                                                                                      ==========   =========

Shares (denominator) used for basic per share computations:
Weighted average shares of common stock outstanding                                       15,944      10,207
                                                                                      ==========   ==========

Shares (denominator) used for diluted per share computations:
Weighted average shares of common stock outstanding                                       15,944      10,207
Plus: dilutive effect of stock options                                                         7          36
                                                                                      -----------  ----------
Adjusted weighted average shares                                                          15,951      10,243
                                                                                      ===========  ==========

Net income per share data:
    Basic and diluted                                                                     $ 0.01      $ 0.62
                                                                                      ===========  ==========

Options to purchase  276,500  common shares,  which equate to 3,401  incremental
common equivalent shares, were excluded from the calculation above for the three
months  ended June 30, 1998 as their  effect  would have been  antidilutive.  In
addition, options to purchase 286,500 and 3,000 common shares were excluded from
the  calculations  above for the three months and six months ended June 30, 1998
and the three and six months  ended June 30,  1997,  respectively,  because  the
exercise  prices on the options were  greater than the average  market price for
the periods.

</TABLE>



<TABLE> <S> <C>


<ARTICLE>                                              5
<MULTIPLIER>                                       1,000
       
<S>                                  <C>
<PERIOD-TYPE>                        6-mos
<FISCAL-YEAR-END>                    Dec-31-1998
<PERIOD-START>                       Jan-01-1998
<PERIOD-END>                         Jun-30-1998
<CASH>                                                 0
<SECURITIES>                                           0
<RECEIVABLES>                                        482
<ALLOWANCES>                                           0
<INVENTORY>                                      195,398
<CURRENT-ASSETS>                                 239,154
<PP&E>                                           524,388
<DEPRECIATION>                                   258,148
<TOTAL-ASSETS>                                   686,617
<CURRENT-LIABILITIES>                            116,995
<BONDS>                                          130,600
                                  0
                                            0
<COMMON>                                             159
<OTHER-SE>                                       329,165
<TOTAL-LIABILITY-AND-EQUITY>                     686,617
<SALES>                                          507,273
<TOTAL-REVENUES>                                 507,273
<CGS>                                            475,046
<TOTAL-COSTS>                                    475,046
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                11,216
<INCOME-PRETAX>                                   (1,180)
<INCOME-TAX>                                      (1,331)
<INCOME-CONTINUING>                                  151
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                         151
<EPS-PRIMARY>                                       0.01
<EPS-DILUTED>                                       0.01
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission