acw14-110q1.htm

ACCURIDE CORPORATION

PART I – FINANCIAL INFORMATION		Page
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 6.	Exhibits	28
Signatures		30

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	March 31,			December 31,
(In thousands, except for share and per share data)	2014			2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	21,640		$	33,426
Customer receivables, net of allowance for doubtful accounts of $365 and $431 in 2014 and 2013, respectively		73,463			51,382
Other receivables		9,832			8,138
Inventories		45,309			39,329
Deferred income taxes		3,805			3,806
Prepaid expenses and other current assets		12,000			11,894
Assets held for sale		—			1,293
Total current assets		166,049			149,268
PROPERTY, PLANT AND EQUIPMENT, net		218,527			219,624
OTHER ASSETS:
Goodwill		100,697			100,697
Other intangible assets, net		123,411			125,430
Deferred financing costs, net of accumulated amortization of $4,006 and $3,649 in 2014 and 2013, respectively		6,083			6,440
Deferred income taxes		488			503
Other		11,501			9,815
TOTAL	$	626,756		$	611,777
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	63,061		$	47,527
Accrued payroll and compensation		10,443			8,763
Accrued interest payable		5,127			12,535
Accrued workers compensation		4,364			4,373
Accrued and other liabilities		16,123			16,801
Total current liabilities		99,118			89,999
LONG-TERM DEBT		340,446			330,183
DEFERRED INCOME TAXES		17,792			17,528
NON-CURRENT INCOME TAXES PAYABLE		8,367			8,367
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		70,841			70,584
PENSION BENEFIT PLAN LIABILITY		19,637			20,687
OTHER LIABILITIES		11,665			12,545
COMMITMENTS AND CONTINGENCIES (Note 7)		—			—
STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.01 par value; 10,000,000 shares authorized		—			—
Common Stock, $0.01 par value; 80,000,000 shares authorized, 47,702,504 and 47,515,155 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively, and additional paid-in-capital		440,725			440,479
Accumulated other comprehensive loss		(18,379	)		(18,712	)
Accumulated deficiency		(363,456	)		(359,883	)
Total stockholders’ equity		58,890			61,884
TOTAL	$	626,756		$	611,777

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	Three Months Ended March 31,
(In thousands except per share data)	2014			2013

NET SALES	$	166,784		$	162,987
COST OF GOODS SOLD		149,761			156,709
GROSS PROFIT		17,023			6,278
OPERATING EXPENSES:
Selling, general and administrative		10,454			11,075
INCOME (LOSS) FROM OPERATIONS		6,569			(4,797	)
OTHER INCOME (EXPENSE):
Interest expense, net		(8,420	)		(8,694	)
Other income, net		(530	)		145
LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS		(2,381	)		(13,346	)
INCOME TAX PROVISION		904			1,409
LOSS FROM CONTINUING OPERATIONS		(3,285	)		(14,755	)
DISCONTINUED OPERATIONS, NET OF TAX		(288	)		(1,192	)
NET LOSS	$	(3,573	)	$	(15,947	)
Weighted average common shares outstanding-basic		47,596			47,453
Basic loss per share-continuing operations		(0.07	)		(0.31	)
Basic loss per share-discontinued operations		(0.01	)		(0.03	)
Basic loss per share	$	(0.08	)	$	(0.34	)
Weighted average common shares outstanding-diluted		47,596			47,453
Diluted loss per share-continuing operations		(0.07	)		(0.31	)
Diluted loss per share-discontinued operations		(0.01	)		(0.03	)
Diluted loss per share	$	(0.08	)	$	(0.34	)
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Defined benefit plans		333			331
COMPREHENSIVE LOSS	$	(3,240	)	$	(15,616	)

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands)	Common Stock and Additional Paid-in- Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficiency			Total Stockholders’ Equity
BALANCE at January 1, 2013	$	438,277		$	(51,834	)	$	(321,570	)	$	64,873
Net loss		—			—			(15,947	)		(15,947	)
Share-based compensation expense		694			—			—			694
Tax impact of forfeited vested shares		(103	)		—			—			(103	)
Other comprehensive income		—			331			—			331
BALANCE—March 31, 2013	$	438,868		$	(51,503	)	$	(337,517	)	$	49,848

(In thousands)	Common Stock and Additional Paid-in- Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficiency			Total Stockholders’ Equity
BALANCE—January 1, 2014	$	440,479		$	(18,712	)	$	(359,883	)	$	61,884
Net loss		—			—			(3,573	)		(3,573	)
Share-based compensation expense		499			—			—			499
Tax impact of forfeited vested shares		(253	)		—			—			(253	)
Other comprehensive income		—			333			—			333
BALANCE—March 31, 2014	$	440,725		$	(18,379	)	$	(363,456	)	$	58,890

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three Months Ended March 31,
(In thousands)	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,573	)	$	(15,947	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment		8,253			9,158
Amortization – deferred financing costs		620			690
Amortization – other intangible assets		2,019			2,273
(Gain) loss on disposal of assets		(7	)		857
Provision for deferred income taxes		182			686
Non-cash stock-based compensation		499			694
Changes in certain assets and liabilities:
Receivables		(23,775	)		(27,082	)
Inventories		(5,980	)		3,739
Prepaid expenses and other assets		(1,458	)		(5,050	)
Accounts payable		15,151			21,608
Accrued and other liabilities		(8,243	)		(11,448	)
Net cash used in operating activities		(16,312	)		(19,822	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(6,709	)		(15,355	)
Proceeds from sale leaseback transactions		—			14,944
Proceeds from sale of assets		1,235			—
Net cash used in investing activities		(5,474	)		(411	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolver		10,000			25,000
Net cash provided from financing activities		10,000			25,000
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(11,786	)		4,767
CASH AND CASH EQUIVALENTS—Beginning of period		33,426			26,751
CASH AND CASH EQUIVALENTS—End of period	$	21,640		$	31,518

Supplemental cash flow information:
Cash paid for interest	$	15,188		$	15,367
Cash paid for income taxes		706			1,097
Non-cash transactions:
Purchases of property, plant and equipment in accounts payable	$	3,610		$	3,730

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(AMOUNTS IN THOUSANDS, UNLESS OTHERWISE NOTED, EXCEPT SHARE AND PER SHARE DATA)

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of Accuride Corporation (“Accuride” or the “Company”), all adjustments (consisting primarily of normal recurring accruals) considered necessary to present fairly the unaudited condensed consolidated financial statements have been included.

The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited condensed consolidated financial statements and notes thereto disclosed in Accuride’s Annual Report on Form 10-K for the year ended December 31, 2013.

On August 1, 2013, the Company announced the sale of substantially all of the assets, liabilities and business of its Imperial Group business to Wynnchurch Capital, Ltd. in partnership with Imperial Manufacturing, Inc. for $30.0 million, plus a contingent earn-out opportunity of up to $2.25 million. The sale resulted in the recognition of a $12.0 million loss, including a $2.5 million impairment charge, on our consolidated statement of operations for the year ended December 31, 2013, which has been classified as Discontinued Operations. See Note 2, “Discontinued Operations”, for further discussion.

Management’s Estimates and Assumptions – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

Earnings Per Common Share – Basic and diluted earnings per common share were computed as follows:


	Three Months Ended March 31,
(In thousands except per share data)	2014			2013

Numerator:
Net loss from continuing operations	$	(3,285	)	$	(14,755	)
Net loss from discontinued operations		(288	)		(1,192	)
Net loss	$	(3,573	)	$	(15,947	)
Denominator:
Weighted average shares outstanding – Basic		47,596			47,453
Weighted average shares outstanding - Diluted		47,596			47,453

Basic loss per common share:
From continuing operations	$	(0.07	)	$	(0.31	)
From discontinued operations		(0.01	)		(0.03	)
Basic loss per common share	$	(0.08	)	$	(0.34	)

Diluted loss per common share
From continuing operations	$	(0.07	)	$	(0.31	)
From discontinued operations		(0.01	)		(0.03	)
Diluted loss per common share	$	(0.08	)	$	(0.34	)

As of March 31, 2014, there were options exercisable for 153,889 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. As of March 31, 2013, there were options exercisable for 194,068 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.

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Stock-Based Compensation – Compensation expense for share-based compensation programs recognized as a component of operating expenses, was $0.5 million and $0.7 million for the three months ended March 31, 2014 and March 31, 2013 respectively.

As of March 31, 2014, there was approximately $4.0 million of unrecognized pre-tax compensation expense related to share-based awards not yet vested that will be recognized over a weighted-average period of 1.5 years.

Income Tax – Under Accounting Standards Codification (“ASC”) 270, Interim Financial Reporting, we compute on a quarterly basis an estimated annual effective tax rate considering ordinary income and related income tax expense. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs. Other items included in income tax expense in the periods in which they occur include the cumulative effect of changes in tax laws or rates, foreign exchange gains and losses, adjustments to uncertain tax positions, and adjustments to our valuation allowance due to changes in judgment in the realizability of deferred tax assets in future years.

Our effective tax rate is (38.0)% and (10.6)% for the three months ended March 31, 2014 and 2013, respectively. The effective tax rate for the quarter is impacted by the relative impact of discrete items and certain entities for which a full valuation allowance is recognized.

We have assessed the need to maintain a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Due to our recent history of U.S. operating and taxable losses, the inconsistency of these profits, and the uncertainty of our financial outlook, we continue to maintain a full valuation allowance against our domestic deferred tax assets.

Recent Accounting Adoptions

In February 2013, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The objective of the amendments in this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for those obligations addressed within existing guidance in U.S. GAAP. The amendment requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and an additional amount the reporting entity expects to pay on behalf of its co-obligors. The entity is required to disclose the nature and amount of the obligation as well as other information about those obligations. The Company adopted this ASU as of January 1, 2014. This adoption did not have an effect on our financial statements.

On July 18, 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Topic 740 does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The objective of the amendments in this update is to eliminate that diversity in practice. The Company adopted this ASU as of January 1, 2014. This ASU did not have an effect on our financial statements.

Note 2 – Discontinued Operations

On August 1, 2013, the Company announced that it completed the sale of substantially all of the assets of its Imperial Group (“Imperial”) business to Imperial Group Manufacturing, Inc., a new company formed and capitalized by Wynnchurch Capital for total cash consideration of $30.0 million at closing, plus a contingent earn-out opportunity of up to $2.25 million. The sale resulted in recognition of a $12.0 million loss for the year ended December 31, 2013, which was reclassified as discontinued operations.

Pursuant to the provisions of the purchase agreement, subject to certain limited exceptions, the purchaser purchased from Imperial all equipment, inventories, accounts receivable, deposits, prepaid expenses, intellectual property, contracts, real property interests, transferable permits and other intangibles related to the business and assumed Imperial’s trade and vendor accounts payable and performance obligations under those contracts included in the purchased assets. The real property interests acquired by the purchaser include ownership of three plants located in Decatur, Texas, Dublin, Virginia and

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Chehalis, Washington and a leasehold interest in a plant located in Denton, Texas. Imperial retained ownership of its real property located in Portland, Tennessee and included a $2.5 million impairment charge for this property in the loss on sale. The Company leased such property to the purchaser under a two-year lease, with the option to renew the lease for one additional year. Rent under the lease is fixed at $75,000 per year.

The Company has reclassified certain operating results and the loss on sale transactions for Imperial Group L.P. to discontinued operations.

The following table presents sales and income attributable to discontinued operations.


	Three months ended March 31,
(In thousands)	2014			2013

Net sales	$	—		$	29,473

Income (loss) from operations		—			(1,192	)
Other Income (Expense)		(288	)		—
Discontinued operations	$	(288	)	$	(1,192	)

Note 3 - Inventories

Inventories at March 31, 2014 and December 31, 2013, on a FIFO basis, were as follows:

	March 31, 2014		December 31, 2013
Raw materials	$	8,807	$	7,483
Work in process		12,124		12,996
Finished manufactured goods		24,378		18,850
Total inventories	$	45,309	$	39,329

Note 4 - Goodwill and Other Intangible Assets

The following represents the carrying amount of goodwill, on a reportable segment basis, as of December 31, 2013 and March 31, 2014:

	Wheels		Brillion Iron Works		Total
Balance as of December 31, 2013	$	96,283	$	4,414	$	100,697
Balance as of March 31, 2014	$	96,283	$	4,414	$	100,697

The changes in the carrying amount of other intangible assets for the period December 31, 2013 to March 31, 2014, by reportable segment, are as follows:

	Wheels			Brillion Iron Works			Total
Balance as of December 31, 2013	$	122,764		$	2,666		$	125,430
Amortization		(1,977	)		(42	)		(2,019	)
Balance as of March 31, 2014	$	120,787		$	2,624		$	123,411

The changes in the carrying amount of other intangible assets for the period December 31, 2012 to March 31, 2013, by reportable segment, are as follows:

	Wheels			Brillion Iron Works			Corporate			Total
Balance as of December 31, 2012	$	130,668		$	2,833		$	679		$	134,180
Amortization		(1,975	)		(41	)		(257	)		(2,273	)
Balance as of March 31, 2013	$	128,693		$	2,792		$	422		$	131,907

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The summary of goodwill and other intangible assets is as follows:

			As of March 31, 2014						As of December 31, 2013
	Weighted Average Useful Lives		Gross Amount		Accumulated Amortization		Carrying Amount		Gross Amount		Accumulated Amortization		Carrying Amount
Goodwill		—	$	100,697	$	—	$	100,697	$	100,697	$	—	$	100,697
Other intangible assets:
Trade names		—	$	25,200	$	—	$	25,200	$	25,200	$	—	$	25,200
Technology		10.0		38,849		21,233		17,616		38,849		20,497		18,352
Customer relationships		19.9		129,093		48,498		80,595		129,093		47,215		81,878
Other intangible assets:			$	194,694	$	71,283	$	123,411	$	194,694	$	69,264	$	125,430

We estimate that our amortization expense for our other intangible assets for 2014 through 2018 will be approximately $8.1 million for 2014, and $8.1 million for each of the years 2015 through 2018.

Note 5 – Assets Held for Sale

At December 31, 2013, assets totaling $1.3 million were classified as held for sale. The assets consisted of a building and land related to the Elkhart, IN facility that our Gunite business exited in 2012. The sale of these assets was completed on February 24, 2014, and the net proceeds totaled $1.2 million.

Note 6 - Pension and Other Postretirement Benefit Plans

Components of net benefit cost credited to income for the three months ended March 31:

	Pension Benefits						Other Benefits
	2014			2013			2014			2013
Service cost-benefits earned during the period	$	264		$	286		$	85		$	142
Interest cost on projected benefit obligation		2,654			2,624			876			890
Expected return on plan assets		(3,155	)		(2,988	)		—			—
Amortization of prior service (credit) cost		11			11			(9	)		—
Amortization of loss		50			663			77			26
Total benefits cost (credited) charged to income	$	(176	)	$	596		$	1,029		$	1,058

As of March 31, 2014, $2.7 million has been contributed to our sponsored pension plans. We presently anticipate contributing an additional $11.3 million to fund our pension plans during 2014 for a total of $14.0 million. Not included in the anticipated contributions for the year are any potential payments related to the plan associated with our Elkhart, Indiana facility that was closed in 2012. The amount of those contributions has not been determined as of the date of this filing.

Note 7 – Commitments and Contingencies

We are from time to time involved in various legal proceedings of a character normally incidental to our business. We do not believe that the outcome of these proceedings will have a material adverse effect on our consolidated financial condition or results of our operations and cash flows.

In addition to environmental laws that regulate our ongoing operations, we are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and analogous state laws, we may be liable as a result of the release or threatened release of hazardous materials into the environment regardless of when the release occurred. We are currently involved in several matters relating to the investigation and/or remediation of locations where we have arranged for the disposal of foundry wastes. Such matters include situations in which we have been named or are believed to be potentially responsible parties in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain of our facilities.

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As of March 31, 2014, we had an environmental reserve of approximately $1.5 million, related primarily to our foundry operations. This reserve is based on management’s review of potential liabilities as well as cost estimates related thereto. Any expenditures required for us to comply with applicable environmental laws and/or pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional environmental issues, the modification of existing laws or regulations or the promulgation of new ones, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in a material adverse effect on our consolidated financial statements.

The Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants (“NESHAP”) was developed pursuant to Section 112(d) of the Clean Air Act and requires major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. Based on currently available information, we do not anticipate material costs regarding ongoing compliance with the NESHAP; however if we are found to be out of compliance with the NESHAP, we could incur liability that could have a material adverse effect on our consolidated financial statements.

At the Erie, Pennsylvania, facility, we have obtained an environmental insurance policy to provide coverage with respect to certain environmental liabilities.

Management does not believe that the outcome of any currently pending environmental proceeding will have a material adverse effect on our consolidated financial statements.

As of March 31, 2014, we had approximately 2,222 employees, of which 479 were salaried employees with the remainder paid hourly. Unions represent approximately 1,522 of our employees, which is approximately 69 percent of our total employees. Each of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next few years with the exception of our union contract that covers the hourly employees at our Monterrey, Mexico, facility, which expires on an annual basis in January unless otherwise renewed. The 2014 negotiations in Monterrey were completed prior to the expiration of our union contract.

We have collective bargaining agreements expiring at our Erie, Pennsylvania facility in September, 2014 and our Rockford, Illinois facility in November, 2014. These agreements cover 207 and 311 employees, respectively. We do not anticipate that our 2014 negotiations will have a material adverse effect on our operating performance or cost.

Note 8 – Financial Instruments

We have determined the estimated fair value amounts of financial instruments using available market information and other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. A fair value hierarchy accounting standard exists for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

The hierarchy consists of three levels:

Level 1	Quoted market prices in active markets for identical assets or liabilities;
Level 2	Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3	Unobservable inputs developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The carrying amounts of cash and cash equivalents, customer receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at March 31, 2014 was approximately $319.6 million compared to the carrying amount of $305.4 million. The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at December 31, 2013 was approximately $306.9 million compared to the carrying amount of $305.2 million. The Company believes the fair value of our asset-based loan (“ABL”) facility at March 31, 2014 and December 31, 2013 equals the carrying value of $35.0 million and $25.0 million, respectively. As of March 31, 2014 and December 31, 2013 we had no other outstanding financial instruments.

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Note 9 – Segment Reporting

Based on our continual monitoring of the long-term economic characteristics, products and production processes, class of customer, and distribution methods of our operating segments, we have identified each of our operating segments below as reportable segments. We believe this segmentation is appropriate based upon operating decisions and performance assessments by our President and Chief Executive Officer. The accounting policies of the reportable segments are the same as described in Note 1, Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2013.


	Three Months Ended March 31,
	2014			2013
Net sales:
Wheels	$	92,218		$	93,162
Gunite		43,973			39,396
Brillion Iron Works		30,593			30,429
Consolidated total	$	166,784		$	162,987

Operating Income (loss):
Wheels	$	9,742		$	5,743
Gunite		3,278			(1,777	)
Brillion Iron Works		1,275			575
Corporate / Other		(7,726	)		(9,338	)
Consolidated total	$	6,569		$	(4,797	)

Excluded from net sales above are inter-segment sales from Brillion Iron Works to Gunite, as shown in the table below:

	Three Months Ended March 31,
	2014		2013
Inter-segment sales	$	3,841	$	2,448

	As of
	March 31, 2014		December 31, 2013
Total assets:
Wheels	$	466,969	$	452,271
Gunite		64,729		55,016
Brillion Iron Works		56,751		52,547
Corporate / Other		38,307		51,943
Consolidated total	$	626,756	$	611,777

Note 10 - Debt

As of March 31, 2014, total debt was $340.4 million consisting of $305.4 million of our outstanding 9.5% senior secured notes, net of discount, and a $35.0 million draw on our ABL facility. As of December 31, 2013, total debt was $330.2 million consisting of $305.2 million of our outstanding 9.5% senior secured notes, net of discount, and a $25.0 million draw on our ABL facility.

Our credit documents (the New ABL Facility and the indenture governing the senior secured notes) contain operating covenants that limit the discretion of management with respect to certain business matters. These covenants place significant restrictions on, among other things, the ability to incur additional debt, to pay dividends, to create liens, to make certain payments and investments and to sell or otherwise dispose of assets and merge or consolidate with other entities. In addition, the New ABL Facility contains a fixed charge coverage ratio covenant which will be applicable if the availability under the ABL Facility is less than 10.0% of the amount of the New ABL Facility. If applicable, that covenant requires us to maintain a minimum ratio of adjusted EBITDA less capital expenditures made during such period (other than capital expenditures financed with the net cash proceeds of asset sales, recovery events, incurrence of indebtedness and the sale or issuance of equity interests) to fixed charges of 1.00 to 1.00. We are currently and expect to remain in compliance with our covenants through the next twelve months. However, we continue to operate in a challenging economic environment and our

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ability to maintain liquidity and comply with our debt covenants may be affected by economic or other conditions that are beyond our control and which are difficult to predict.

On July 29, 2010, we entered into our Prior ABL Facility, which was a senior secured asset based revolving credit facility, in an aggregate principal amount of up to $75.0 million, with the right to increase the availability under the facility by up to $25.0 million in the aggregate. On February 7, 2012, we exercised our option to increase the loan commitments under the Prior ABL Facility by $25.0 million (for a total aggregate availability of $100.0 million) by entering into an ABL incremental agreement. The Prior ABL Facility would have matured on July 29, 2014 and provided for loans and letters of credit in an aggregate amount up to the amount of the facility, subject to meeting certain borrowing base conditions, with sub-limits of up to $10.0 million for swingline loans and $25.0 million to be available for the issuance of letters of credit. Loans under the Prior ABL Facility bore interest at an annual rate equal to, at our option, either LIBOR plus 3.50% or Base Rate plus 2.75%, subject to changes based on our leverage ratio as defined in the Prior ABL Facility. On July 11, 2013, the Company entered into a new credit facility. We were also required to pay a commitment fee equal to 0.50% per annum to the lenders under the Prior ABL Facility if utilization under the facility exceeded 50.0% of the total commitments under the facility and a commitment fee equal to 0.75% per annum if utilization under the facility was less than or equal to 50.0% of the total commitments under the facility. Customary letter of credit fees were also payable as necessary. The obligations under the Prior ABL Facility are secured by (i) first priority liens on substantially all of the Company’s accounts receivable and inventories, subject to certain exceptions and permitted liens (the “ABL Priority Collateral”) and (ii) second priority liens on substantially all of the Company’s owned real property and tangible and intangible assets other than the ABL Priority Collateral, including all of the outstanding capital stock of our domestic subsidiaries, subject to certain exceptions and permitted liens (the “Notes Priority Collateral”).

On July 11, 2013, we entered into the New ABL Facility and used $45.3 million of borrowings under the New ABL Facility and cash on hand to repay all amounts outstanding under the Prior ABL Facility and to pay related fees and expenses.

The New ABL Facility is a senior secured asset based credit facility in an aggregate principal amount of up to $100.0 million, consisting of a $90.0 million revolving credit facility and a $10.0 million first-in last-out term facility, with the right, subject to certain conditions, to increase the availability under the facility by up to $50.0 million in the aggregate. The New ABL Facility currently matures on July 11, 2018, but may be extended pursuant under certain circumstances pursuant to the terms of the New ABL Facility.

The New ABL Facility provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of up to $10.0 million for swingline loans and $20.0 million for letters of credit. Borrowings under the New ABL Facility bear interest through maturity at a variable rate based upon, at our option, either LIBOR or the base rate (which is the greatest of one-half of 1.00% in excess of the federal funds rate, 1.00% in excess of the one-month LIBOR rate and the Agent’s prime rate), plus, in each case, an applicable margin. The applicable margin for loans under the first-in last-out term facility that are (i) LIBOR loans ranges, based on the our average excess availability, from 2.75% to 3.25% per annum and (ii) base rate loans ranges, based on our average excess availability, from 1.00% to 1.50%. The applicable margin for other advances under the New ABL Facility that are (i) LIBOR loans ranges, based on our average excess availability, from 1.75% to 2.25% and (ii) base rate loans ranges, based on our average excess availability, from 0.00% to 0.50%.

We must also pay an unused line fee equal to 0.25% per annum to the lenders under the New ABL Facility if utilization under the facility is greater than or equal to 50.0% of the total available commitments under the facility and a commitment fee equal to 0.375% per annum if utilization under the facility is less than 50.0% of the total available commitments under the facility. Customary letter of credit fees are also payable, as necessary.

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Note 11 – Guarantor and Non-guarantor Financial Statements

Our senior secured notes are, jointly and severally, fully and unconditionally guaranteed, on a senior basis, by all of our existing and future 100% owned domestic subsidiaries (“Guarantor Subsidiaries”). The non-guarantor subsidiaries are our foreign subsidiaries and discontinued operations. The following condensed financial information illustrates the composition of the combined Guarantor Subsidiaries:

CONDENSED CONSOLIDATED BALANCE SHEET

	March 31, 2014
(In thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	16,922	$	—		$	4,718	$	—		$	21,640
Customer and other receivables, net		6,330		20,945			62,091		(6,071	)		83,295
Inventories		20,531		22,378			2,839		(439	)		45,309
Other current assets		6,869		3,309			5,627		—			15,805
Total current assets		50,652		46,632			75,275		(6,510	)		166,049
Property, plant and equipment, net		81,036		103,028			34,463		—			218,527
Goodwill		96,283		4,414			—		—			100,697
Other intangible assets, net		120,787		2,624			—		—			123,411
Investments in and advances to subsidiaries and affiliates		134,549		—			—		(134,549	)		—
Deferred income taxes		36,761		—			2,895		(39,168	)		488
Other non-current assets		6,956		391			10,237		—			17,584
TOTAL	$	527,024	$	157,089		$	122,870	$	(180,227	)	$	626,756
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	16,098	$	34,780		$	12,183	$	—		$	63,061
Accrued payroll and compensation		2,922		5,888			1,633		—			10,443
Accrued interest payable		5,127		—			—		—			5,127
Accrued and other liabilities		10,202		11,974			4,821		(6,510	)		20,487
Total current liabilities		34,349		52,642			18,637		(6,510	)		99,118
Long term debt		340,446		—			—		—			340,446
Deferred and non-current income taxes		83,503		(20,450	)		2,274		(39,168	)		26,159
Other non-current liabilities		9,836		74,205			18,102		—			102,143
Stockholders’ equity		58,890		50,692			83,857		(134,549	)		58,890
TOTAL	$	527,024	$	157,089		$	122,870	$	(180,227	)	$	626,756

	December 31, 2013
(In thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
ASSETS
Cash and cash equivalents	$	31,018	$	—		$	2,408		$	—		$	33,426
Customer and other receivables, net		97,382		19,955			60,538			(118,355	)		59,520
Inventories		16,858		20,759			2,022			(310	)		39,329
Other current assets		7,159		4,357			5,477			—			16,993
Total current assets		152,417		45,071			70,445			(118,665	)		149,268
Property, plant and equipment, net		80,286		103,800			35,538			—			219,624
Goodwill		96,283		4,414			—			—			100,697
Other intangible assets, net		122,764		2,666			—			—			125,430
Investments in and advances to subsidiaries and affiliates		128,059		—			—			(128,059	)		—
Other non-current assets		5,971		1,791			8,996			—			16,758
TOTAL	$	585,780	$	157,742		$	114,979		$	(246,724	)	$	611,777
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	12,092	$	28,215		$	7,220		$	—		$	47,527
Accrued payroll and compensation		1,604		5,776			1,383			—			8,763
Accrued interest payable		12,535		—			—			—			12,535
Accrued and other liabilities		112,164		22,705			4,970			(118,665	)		21,174
Total current liabilities		138,395		56,696			13,573			(118,665	)		89,999
Long term debt		330,183		—			—			—			330,183
Deferred and non-current income taxes		36,970		(19,108	)		(334	)		—			17,528
Other non-current liabilities		18,348		75,769			18,066			—			112,183
Stockholders’ equity		61,884		44,385			83,674			(128,059	)		61,884
TOTAL	$	585,780	$	157,742		$	114,979		$	(246,724	)	$	611,777

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended March 31, 2014
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	108,531		$	74,302		$	32,654		$	(48,703	)	$	166,784
Cost of goods sold		98,882			69,704			29,439			(48,264	)		149,761
Gross profit		9,649			4,598			3,215			(439	)		17,023
Operating expenses		10,122			280			52			—			10,454
Income (loss) from operations		(473	)		4,318			3,163			(439	)		6,569
Other income (expense):
Interest expense, net		(8,657	)		(61	)		298			—			(8,420	)
Equity in earnings of subsidiaries		5,673			—			—			(5,673	)		—
Other income (expense), net		(77	)		63			(516	)		—			(530	)
Income (loss) before income taxes from continuing operations		(3,534	)		4,320			2,945			(6,112	)		(2,381	)
Income tax provision		39			143			722			—			904
Income (loss from continuing operations		(3,573	)		4,177			2,223			(6,112	)		(3,285	)
Discontinued operations, net of tax		—			—			(288	)		—			(288	)
Net Income (loss)	$	(3,573	)	$	4,177		$	1,935		$	(6,112	)	$	(3,573	)

Comprehensive income (loss)	$	(3,240	)	$	4,164		$	2,270		$	(6,434	)	$	(3,240	)

	Three Months Ended March 31, 2013
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	105,158		$	74,200		$	35,851		$	(52,222	)	$	162,987
Cost of goods sold		101,124			74,479			33,328			(52,222	)		156,709
Gross profit		4,034			(279	)		2,523			—			6,278
Operating expenses		10,524			470			81			—			11,075
Income (loss) from operations		(6,490	)		(749	)		2,442			—			(4,797	)
Other income (expense):
Interest expense, net		(8,848	)		(191	)		345			—			(8,694	)
Equity in earnings of subsidiaries		150			—			—			(150	)		—
Other income (expense), net		(73	)		12			206			—			145
Income (loss) before income taxes from continuing operations		(15,261	)		(928	)		2,993			(150	)		(13,346	)
Income tax provision (benefit)		686			—			723			—			1,409
Income (loss) from continuing operations		(15,947	)		(928	)		2,270			(150	)		(14.755	)
Discontinued operations, net of tax		—			—			(1,192	)		—			(1,192	)
Net income (loss)	$	(15,947	)	$	(928	)	$	1,078		$	(150	)	$	(15,947	)

Comprehensive income (loss)	$	(15,616	)	$	(928	)	$	1,409		$	(481	)	$	(15,616	)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31, 2014
(In thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(3,573	)	$	4,177		$	1,935		$	(6,112	)	$	(3,573	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		2,736			4,456			1,061			—			8,253
Amortization – deferred financing costs		620			—			—			—			620
Amortization – other intangible assets		1,977			42			—			—			2,019
(Gain) loss on disposal of assets		(93	)		57			29			—			(7	)
Deferred income taxes		182			—			—			—			182
Non-cash stock-based compensation		499			—			—			—			499
Equity in earnings of subsidiaries and affiliates		(5,673	)		—			—			5,673			—
Change in other operating items		(8,538	)		(15,593	)		(613	)		439			(24,305	)
Net cash provided by (used in) operating activities		(11, 863	)		(6,861	)		2,412			—			(16,312	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(3,651	)		(2,956	)		(102	)		—			(6,709	)
Proceeds from notes receivable		(29,415	)		(28,742	)		—			58,157			—
Payments on notes receivable		11,607			19,561			—			(31,168	)		—
Other		—			1,235			—			—			1,235
Net cash provided by (used in) investing activities		(21,459	)		(10,902	)		(102	)		26,989			(5,474	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		38,742			29,370			45			(58,157	)		10,000
Payment on notes payable		(19,516	)		(11,607	)		(45	)		31,168			—
Net cash provided by (used in) financing activities		19,226			17,763			—			(26,989	)		10,000
Increase (decrease) in cash and cash equivalents		(14,096	)		—			2,310			—			(11,786	)
Cash and cash equivalents, beginning of period		31,018			—			2,408			—			33,426
Cash and cash equivalents, end of period	$	16,922		$	—		$	4,718		$	—		$	21,640

	Three Months Ended March 31, 2013
(In thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(15,947	)	$	(928	)	$	1,078		$	(150	)	$	(15,947	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		2,761			4,625			1,772			—			9,158
Amortization – deferred financing costs		690			—			—			—			690
Amortization – other intangible assets		2,232			41			—			—			2,273
(Gain) loss on disposal of assets		862			8			(13	)		—			857
Deferred income taxes		686			—			—			—			686
Non-cash stock-based compensation		694			—			—			—			694
Equity in earnings of subsidiaries and affiliates		(150	)		—			—			150			—
Change in other operating items		(21,468	)		4,822			(1,587	)		—			(18,233	)
Net cash provided by (used in) operating activities		(29,640	)		8,568			1,250			—			(19,822	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(5,005	)		(8,660	)		(1,690	)		—			(15,355	)
Other		14,944			—			—			—			14,944
Net cash provided by (used in) investing activities		9,939			(8,660	)		(1,690	)		—			(411	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt issuance		25,000			—			—			—			25,000
Increase (decrease) in cash and cash equivalents		5,299			(92	)		(440	)		—			4,767
Cash and cash equivalents, beginning of period		24,113			(29	)		2,667			—			26,751
Cash and cash equivalents, end of period	$	29,412		$	(121	)	$	2,227		$	—		$	31,518

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Note 12 – Changes in Accumulated Other Comprehensive Income (Loss) by Component

	Three Months Ended March 31, 2014
(In thousands)	Pension Plan			Post Retirement Plan		Total
Accumulated other comprehensive income (loss) as of December 31, 2013	$	(20,429	)	$	1,717	$	(18,712	)
Amounts reclassified from accumulated other comprehensive income (loss)		(4	)		337		333
Accumulated other comprehensive income (loss) as of March 31, 2014	$	(20,433	)	$	2,054	$	(18,379	)

Reclassifications out of Accumulated Other Comprehensive Income (loss):

	Three Months Ended March 31, 2014
(In thousands)	Pension Plan			Post Retirement Plan			Total
Amortization of Pension and Postretirement Plan items
Prior Service Costs	$	11		$	(9	)	$	2
Actuarial (losses)		50			77			127
Foreign currency translation related to pension and postretirement plans		24			269			293
Total before tax		85			337			422
Tax expense		(89	)		—			(89	)
Total reclassified for the period	$	(4	)	$	337		$	333

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

The accompanying unaudited condensed interim consolidated financial statements are prepared in conformity with U.S. GAAP and such principles are applied on a basis consistent with the information reflected in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. In the opinion of management, the interim financial information includes all adjustments and accruals, consisting only of normal recurring adjustments, which are necessary for a fair presentation of results for the respective interim periods. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2014 or any interim period. Except for the historical information contained herein, this quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those indicated by such forward-looking statements.

Overview

We are one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Our products include commercial vehicle wheels, wheel-end components and assemblies, and ductile and gray iron castings. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, and Brillion. We serve the leading OEMs and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles.

Our primary product lines are standard equipment used by many North American heavy- and medium-duty truck OEMs.

Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Daimler Truck North America, LLC, with its Freightliner and Western Star brand trucks, PACCAR, with its Peterbilt and Kenworth brand trucks, Navistar, with its International brand trucks, and Volvo/Mack, with its Volvo and Mack brand trucks. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane Limited Partnership, Utility Trailer Manufacturing Company, and Wabash National, Inc. Our major light truck customer is General Motors Corporation. Our product portfolio is supported by strong sales, marketing and design engineering capabilities and is manufactured in eight strategically located, technologically-advanced facilities across the United States, Mexico and Canada.

The heavy- and medium-duty truck and commercial trailer markets, the related aftermarket, and the global industrial, construction, mining, and agricultural markets are the primary drivers of our sales. The commercial vehicle manufacturing and replacement part markets are, in turn, directly influenced by conditions in the North American truck industry and generally by conditions in other industries which indirectly impact the truck industry, such as the home-building industry, and by overall economic growth and consumer spending. The global industrial, construction, and mining markets are driven by more macro- and global economic conditions such as coal, oil, and gas exploration, demand for mined products that are converted into industrial raw materials, such as steel, iron, copper, and global construction trends. The North American commercial vehicle and global industrial and construction markets forecast minor economic growth in 2014. Based upon the overall commercial vehicle industry production forecasts and global industrial, construction and mining markets, we expect results from operations to show slight improvement in 2014 compared to 2013. We cannot, however, accurately predict the North American commercial vehicle and global industrial and commercial markets and any deterioration of the economic recovery may lead to reduced spending and deterioration in our end markets and have an adverse effect on our results of operations.

Our markets and those of our customers are becoming increasingly competitive. In the North American commercial vehicle market, OEMs are competing to maintain or increase market share in the face of evolving emissions regulations, increasing customer emphasis on light weight and fuel efficient platforms and a an uncertain economic recovery that is holding new equipment purchases at replacement (rather than expansionary) levels. Shifts in the market share held by each of our OEM customers impact our business to varying degrees depending on whether our products are designated as standard or optional equipment on the various platforms at each OEM. Recently, a number of platforms on which our products are standard equipment have lost market share, which has impacted our business. We are also continuing to see the impacts of low cost country sourced products in our markets, which has particularly impacted the aftermarket for steel wheels and brake drums. Further, broader economic weaknesses in industrial manufacturing impacted our Brillion business through reduced customer orders in 2013 and continuing into 2014.

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In response to these conditions, we are working to increase our market share and to control costs while positioning our businesses to compete at current demand levels and still maintain capacity to meet the recoveries in our markets as they occur, which history has shown can be swift and steep. For example, we have implemented lean manufacturing practices across our facilities, which have resulted in reduced working capital levels that free up cash for other priorities. We have also completed most of our previously disclosed capital investment projects that have selectively increased our manufacturing capacity on core products, reduced labor and manufacturing costs and improved product quality. Additionally, we have introduced and will continue to develop and roll-out new products and technologies that we believe offer better value to customers. Further, we have been pursuing new business opportunities at OEM customers and working to increase our market share at OEMs by developing our relationships with large fleets in order to “pull through” our products when they order new equipment. We continue to monitor competition from products manufactured in low cost countries and will take steps to combat unfair trade practices, such as filing anti-dumping petitions with the United States government, as warranted.

In addition to improving our operations, we have taken steps to improve our liquidity to ensure access to the funds required to finance our business throughout the economic cycle and to focus our efforts on our core markets. On July 11, 2013, we entered into a new senior secured asset-based lending facility (the “New ABL Facility”) and used borrowing under that facility and cash on hand to repay all amounts outstanding under the our prior ABL Facility, and to pay related fees and expenses. For additional information on our New ABL Facility, see “Capital Resources and Liquidity”. Further, on August 1, 2013, the Company announced that it completed the sale of substantially all of the assets of its non-core Imperial Group business to Imperial Group Manufacturing, Inc., a new company formed and capitalized by Wynnchurch Capital for total cash consideration of $30.0 million at closing, plus a contingent earn-out totaling up to $2.25 million.

A portion of the proceeds from the sale were used to repay outstanding indebtedness under our New ABL Facility.

We believe that cash from operations, existing cash reserves, and our ABL revolving credit facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through 2014 and the foreseeable future.

Results of Operations

The following table sets forth certain income statement information of Accuride for the three months ended March 31, 2014 and March 31, 2013.

	Three Months Ended March 31,
(Dollars in thousands)	2014			2013
Net sales	$	166,784		$	162,987
Cost of goods sold		149,761			156,709
Gross profit		17,023			6,278
Operating expenses		10,454			11,075
Income (Loss) from operations		6,569			(4,797	)
Interest (expense), net		(8,420	)		(8,694	)
Other income, net		(530	)		145
Income tax provision		904			1,409
Loss from continuing operations		(3,285	)		(14,755	)
Discontinued operations, net of tax		(288	)		(1,192	)
Net loss	$	(3,573	)	$	(15,947	)

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Net Sales

	Three Months Ended March 31,
(Dollars in thousands)	2014		2013
Wheels	$	92,218	$	93,162
Gunite		43,973		39,396
Brillion		30,593		30,429
Total	$	166,784	$	162,987

Our net sales for the three months ended March 31, 2014, were $166.8 million, which was an increase of $3.8 million, or 2.3 percent, compared to net sales of $163.0 million for the three months ended March 31, 2013. Of the total increase, approximately $2.9 million was a result of higher volume demand to the aftermarket and increased production levels of the commercial vehicle market. The increased vehicle production is primarily a result of improved customer orders for commercial vehicles. The remaining $0.9 million increase of net sales recognized was related to pricing.

Net sales for our Wheels segment decreased nearly 1.0 percent during the three months ended March 31, 2014 compared to the same period in 2013 primarily due to reduced light duty, military and aftermarket demand, which was primarily due to market share changes amongst truck OEMs and reduced OEM light duty and military demand, partially offset by stronger OEM truck and trailer demand. Net sales for our Gunite segment increased 11.6 percent due to increased demand from both the OEM and aftermarket customers. Our Gunite products have a higher concentration of aftermarket sales than our other products. Our Brillion segment’s net sales remained relatively flat year-over-year.

North American commercial vehicle industry production builds were, as follows:

	Three months ended March 31,
	2014		2013
Class 8		66,833		54,737
Classes 5-7		50,315		44,821
Trailer		57,924		56,070

While we also serve the commercial vehicle aftermarket, there is no relevant industry data to compare our aftermarket sales or Brillion’s industrial and agricultural sales to industry demand from period to period.

Cost of Goods Sold

The table below represents the significant components of our cost of goods sold.

	Three Months Ended March 31,
(Dollars in thousands)	2014		2013
Raw materials	$	73,979	$	76,716
Depreciation		8,237		8,784
Labor and other overhead		67,545		71,209
Total	$	149,761	$	156,709

Raw materials costs decreased by $2.7 million, or 3.5 percent, during the three months ended March 31, 2014 despite increased sales due to pricing and lean and other manufacturing initiatives.

Labor and overhead costs decreased by 5.6 percent primarily related to lean manufacturing initiatives.

Operating Expenses

	Three Months Ended March 31,
(Dollars in thousands)	2014		2013
Selling, general, and administration	$	7,110	$	7,540
Research and development		1,320		1,259
Depreciation and amortization		2,024		2,276
Total	$	10,454	$	11,075

Selling, general, and administrative costs decreased by $0.4 million in 2014 primarily due to reductions in spending and staffing related to our ongoing cost improvement initiatives.

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Operating Income (Loss)

	Three Months Ended March 31,
(Dollars in thousands)	2014			2013
Wheels	$	9,742		$	5,743
Gunite		3,278			(1,777	)
Brillion		1,275			575
Corporate/Other		(7,726	)		(9,338	)
Total	$	6,569		$	(4,797	)

Operating income for the Wheels segment was 10.6 percent of its net sales for the three months ended March 31, 2014 compared to 6.2 percent for the three months ended March 31, 2013. In addition to higher year-over-year commercial vehicle build rates, we continue to see stronger demand for aluminum wheels being driven by the fleet’s desire to reduce fuel and maintenance costs along with total vehicle weight.

Operating income for the Gunite segment was 7.5 percent of its net sales for the three months ended March 31, 2014 compared to an operating loss of 4.5 percent for the three months ended March 31, 2013. During the three months ended March 31, 2014, Gunite’s improved operating margin was primarily due to improved utilization of our capacity resulting from higher production levels and from our ongoing cost-improvement initiatives at Gunite.

Operating income for the Brillion segment was 4.2 percent of its net sales for the three months ended March 31, 2014 compared to 1.9 percent for same period in 2013. Brillion’s improved operating margin was the result of ongoing cost-improvement initiatives at Brillion.

The operating losses for the Corporate segment were 4.6 percent of consolidated net sales for the three months ended March 31, 2014 as compared to 4.8 percent for the comparative period in 2013. Overall, our Corporate costs have been curtailed through reduced staffing and other general expenses.

Interest Expense

Net interest expense decreased $0.3 million to $8.4 million for the three months ended March 31, 2014 from $8.7 million for the three months ended March 31, 2013 due to decreased debt from 2013 to 2014.

Income Tax Provision

Our income tax provision of $0.9 million in the three months ended March 31, 2014 was $0.5 million lower than our provision for the three months ended March 31, 2013.

Changes in Financial Condition

At March 31, 2014, we had total assets of $626.8 million, as compared to total assets of $611.8 million at December 31, 2013. The $15.0 million, or 2.5%, increase in total assets primarily resulted from changes in working capital. We define working capital as current assets (excluding cash) less current liabilities.

We use working capital and cash flow measures to evaluate the performance of our operations and our ability to meet our financial obligations. We require working capital investment to maintain our position as a leading manufacturer and supplier of commercial vehicle components. We continue to strive for aligning our working capital investment with our customers’ purchase requirements and our production schedules.

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The following table summarizes the major components of our working capital as of the periods listed below:

	March 31,			December 31,
	2014			2013
Accounts receivable	$	83,295		$	59,520
Inventories		45,309			39,329
Deferred income taxes (current)		3,805			3,806
Other current assets		12,000			13,187
Accounts payable		(63,061	)		(47,527	)
Accrued payroll and compensation		(10,443	)		(8,763	)
Accrued interest payable		(5,127	)		(12,535	)
Accrued workers compensation		(4,364	)		(4,373	)
Other current liabilities		(16,123	)		(16,801	)
Working Capital	$	45,291		$	25,843

Significant changes in working capital included:

·	an increase in receivables of $23.8 million due to an increase in sales in the month leading up to the end of the period;

·	an increase of accounts payable of $15.5 million primarily due to the cyclical increase in raw material purchases a decrease in accrued interest payable of $7.4 million primarily due to payment in February 2014 of our semi-annual interest payment for our senior secured notes.

Capital Resources and Liquidity

Our primary sources of liquidity during the three months ended March 31, 2014 were cash reserves and proceeds from a draw on our ABL. We believe that cash from operations, existing cash reserves, and our ABL facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through 2014 and the foreseeable future.

As of March 31, 2014, we had $21.6 million of cash plus $41.3 million in availability under our ABL credit facility for total liquidity of $62.9 million.

Our ability to fund working capital needs, planned capital expenditures, scheduled semi-annual interest payments, and to comply with any financial covenants under our ABL credit facility depends on our future operating performance and cash flow, which in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

Operating Activities

Net cash used in operating activities during the three months ended March 31, 2014 amounted to $16.3 million compared to a use of $19.8 million for the period ended March 31, 2013. The use of cash in 2014 was a result of increased working capital requirements, primarily receivables, which are expected in an environment of increasing product demand. During a period of increasing sales demand, our working capital needs also rise.

Investing Activities

Net cash used in investing activities totaled $5.5 million for the three months ended March 31, 2014 compared to a use of $0.4 million for the period ended March 31, 2013. Our most significant cash outlays for investing activities are the purchases of property, plant and equipment. During the three months ended March 31, 2013, we entered into two sale/leaseback agreements and, as a result, had cash inflows of $14.9 million from the proceeds of the sale of the equipment. The leases are classified as operating leases. Capital expenditures for 2014 are currently expected to be between approximately $20 million to $25 million, which we expect to fund through cash from operations, existing cash reserves or from our ABL facility.

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Financing Activities

Cash provided by financing activities for the three months ended March 31, 2014 was $10.0 million, compared to $25.0 million for the period ended March 31, 2013. The cash provided in both periods was a result of a draw on our ABL facility.

Bank Borrowing

The Prior ABL Facility and the New ABL Facility

The obligations under the Prior ABL Facility were secured by (i) first-priority liens on substantially all of the Company’s accounts receivable and inventories, subject to certain exceptions and permitted liens (the “ABL Priority Collateral”) and (ii) second-priority liens on substantially all of the Company’s owned real property and tangible and intangible assets other than the ABL Priority Collateral, including all of the outstanding capital stock of our domestic subsidiaries, subject to certain exceptions and permitted liens (the “Notes Priority Collateral”).

The New ABL Facility is a senior secured asset based credit facility in an aggregate principal amount of up to $100.0 million, consisting of a $90.0 revolving credit facility and a $10.0 million first-in last-out term facility, with the right, subject to certain conditions, to increase the availability under the facility by up to $50.0 million in the aggregate. The New ABL Facility currently matures on the earlier of (i) July 11, 2018 and (ii) 90 days prior to the maturity date of the Company’s 9.5% first priority senior security notes due August 1, 2018, but may be extended pursuant under certain circumstances pursuant to the terms of the New ABL Facility.

The obligations under the New ABL Facility are secured by (i) first-priority liens on the ABL Priority Collateral and (ii) second-priority liens on the Notes Priority Collateral.

Senior Secured Notes

On July 29, 2010, we issued $310.0 million aggregate principal amount of senior secured notes. Under the terms of the indenture governing the senior secured notes, the senior secured notes bear interest at a rate of 9.5% per year, paid

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semi-annually in February and August, and mature on August 1, 2018. Prior to maturity we may redeem the senior secured notes on the terms set forth in the indenture governing the senior secured notes. The senior secured notes are guaranteed by the Guarantors, and the senior secured notes and the related guarantees are secured by first priority liens on the Notes Priority Collateral and second priority liens on the ABL Priority Collateral. On February 15, 2011, we completed an exchange offer pursuant to which all our outstanding senior secured notes were exchanged for registered securities with identical terms (other than terms related to registration rights) to the senior secured notes issued July 29, 2010.

Restrictive Debt Covenants

Our credit documents (the New ABL Facility and the indenture governing the senior secured notes) contain operating covenants that limit the discretion of management with respect to certain business matters. These covenants place significant restrictions on, among other things, the ability to incur additional debt, to pay dividends, to create liens, to make certain payments and investments and to sell or otherwise dispose of assets and merge or consolidate with other entities. In addition, the New ABL Facility contains a fixed charge coverage ratio covenant which will be applicable if the availability under the ABL Facility is less than 10.0% of the amount of the New ABL Facility. If applicable, that covenant requires us to maintain a minimum ratio of adjusted EBITDA less capital expenditures made during such period (other than capital expenditures financed with the net cash proceeds of asset sales, recovery events, incurrence of indebtedness and the sale or issuance of equity interests) to fixed charges of 1.00 to 1.00. We are not currently in a compliance period and we expect to be in compliance with all debt covenants, to the extent applicable, through the next twelve months.

However, we continue to operate in a challenging economic environment and our ability to maintain liquidity and comply with our debt covenants may be affected by economic or other conditions that are beyond our control and which are difficult to predict.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. From time to time we may enter into operating leases, letters of credit, or take-or-pay obligations related to the purchase of raw materials that would not be reflected in our balance sheet.

Critical Accounting Policies and Estimates

We have made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We included in our Form 10-K for the year ended December 31, 2013 a discussion of our most critical accounting policies, which are those that have a material impact on our financial condition or operating performance and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Cautionary Statements Regarding Forward-Looking Statements

In this report, we have made various statements regarding current expectations or forecasts of future events, which speak only as of the date the statements, are made. These statements are “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are also made from time-to-time in press releases and in oral statements made by the officers of Accuride. Forward-looking statements are identified by the words “estimate,” “project,” “anticipate,” “will continue,” “will likely result,” “expect,” “intend,” “believe,” “plan,” “predict” and similar expressions. Forward looking statements also include, but are not limited to, statements regarding commercial vehicle market recovery, projections of revenue, income, loss, or working capital, capital expenditure levels, ability to mitigate rising raw material costs through increases in selling prices, plans for future operations, financing needs, the ultimate outcome and impact of any litigation involving Accuride, the sufficiency of our capital resources and plans and assumptions relating to the foregoing.

Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. We cannot assure that any of these statements, estimates, or beliefs will be realized and actual results may differ from those contemplated in these “forward-looking statements.” We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. You are advised to consult further

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disclosures we may make on related subjects in our filings with the SEC. In addition to other factors discussed in this report, some of the important factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, without limitation, the following:

·	a delayed or less robust than anticipated commercial vehicle industry recovery in 2014 and 2015 could have a material adverse effect on our business;

·	a delayed or less robust than anticipated global industrial and agricultural industries recovery in 2014 and 2015 could have a material adverse effect on our business;

·	the loss of a major customer could have a material adverse effect on our business;

·	the demands of original equipment manufacturers for price reductions may adversely affect profitability;

·	we use a substantial amount of raw steel, aluminum, cast scrap, and foundry steel and are vulnerable to industry shortages, significant price increases, and surcharges, some of which we may not be able to pass through to our customers;

our credit documents contain significant financial and operating covenants that may limit the discretion of management with respect to certain business matters. We must also meet certain financial ratios and tests as described above. Failure to comply with the obligations contained in the debt agreements could result in an event of default, and possibly the acceleration of the related debt and the acceleration of debt under other instruments evidencing debt that may contain cross-acceleration or cross-default provisions;

·	a labor strike may disrupt our supply to our customer base;

·	we may encounter increased competition in the future from existing competitors or new competitors;

·	our significant indebtedness may have important consequences, including, but not limited to, impairment of our ability to obtain additional financing, reduction of funds available for operations and business opportunities or limitations on our ability to dispose of assets;

·	significant volatility in the foreign currency markets could have an adverse effect on us;

·	our ability to service our indebtedness is dependent upon operating cash flow;

·	an interruption of performance of our machinery and equipment could have an adverse effect on us;

·	an interruption in supply of metals could reduce our ability to obtain favorable sourcing of such raw materials;

·	we may be subject to liability under certain environmental laws and the cost of compliance with these regulations could have a material adverse effect on our financial condition and may adversely affect our ability to sell or rent such property or to borrow using such property as collateral; and

·	our success depends largely upon the abilities and experience of certain key management personnel and the loss of the services of one or more of these key personnel could have a negative impact on our business.

For further information, refer to the business description and additional risk factors sections included in our Form 10-K for the year ended December 31, 2013, as filed with the SEC.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

In the normal course of doing business, we are exposed to risks associated with changes in foreign exchange rates, raw material/commodity prices, and interest rates. We use derivative instruments to manage these exposures. The objectives for holding derivatives are to minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures.

Foreign Currency Risk

Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures to maximize the overall effectiveness of our foreign currency derivatives. The principal currencies of exposure are the Canadian Dollar and Mexican Peso. From time to time, we use foreign currency financial instruments to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At March 31, 2014, there were $4.4 million in foreign exchange forward contracts.

Foreign currency derivative contracts provide only limited protection against currency risks. Factors that could impact the effectiveness of our currency risk management programs include accuracy of sales estimates, volatility of currency markets and the cost and availability of derivative instruments.

The counterparty to the foreign exchange contracts is a financial institution with an investment grade credit rating. The use of forward contracts protects our cash flows against unfavorable movements in exchange rates, to the extent of the amount under contract.

Raw Material/Commodity Price Risk

We rely upon the supply of certain raw materials and commodities in our production processes, and we have entered into firm purchase commitments for certain metals and natural gas. Additionally, from time to time, we use commodity price swaps and futures contracts to manage the variability in certain commodity prices on our operations and cash flows. At March 31, 2014 we had no open commodity price swaps or futures contracts.

Interest Rate Risk

We use long-term debt as a primary source of capital. The following table presents the principal cash repayments and related weighted average interest rates by maturity date for our long-term fixed-rate debt and other types of long-term debt at March 31, 2014:

(Dollars in thousands)	2014	2015	2016	2017	2018			Thereafter	Total			Fair Value
Long-term Debt:
Fixed Rate	—	—	—	—	$	310,000		—	$	310,000		$	319,610
Average Rate	—	—	—	—	9.50		%	—	9.50		%
Variable Rate	—	—	—	—	$	35,000		—	$	35,000		$	35,000
Average Rate	—	—	—	—	2.5		%	—	2.5		%

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes to our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during our most recent quarter.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither Accuride nor any of our subsidiaries is a party to any legal proceeding which, in the opinion of management, would have a material adverse effect on our business or financial condition. However, we from time-to-time are involved in ordinary routine litigation incidental to our business, including actions related to product liability, contractual liability, intellectual property, workplace safety and environmental claims. We establish reserves for matters in which losses are probable and can be reasonably estimated. While we believe that we have established adequate accruals for our expected future liability with respect to our pending legal actions and proceedings, we cannot assure you that our liability with respect to any such action or proceeding would not exceed our established accruals. Further, we cannot assure that litigation having a material adverse affect on our financial condition will not arise in the future.

Item 6. Exhibits

Exhibit No. Description

2.1	—	Agreement and Plan of Merger, dated as of December 24, 2004, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc., certain signing stockholders and the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on December 30, 2004 and incorporated herein by reference.
2.2	—	Amendment to Agreement and Plan of Merger, dated as of January 28, 2005, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc. certain signing stockholders and the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
2.3	—	Third Amended Joint Plan of Reorganization for Accuride Corporation, et al. Previously filed as an exhibit to the Form 8-K filed on February 22, 2010, and incorporated herein by reference.
2.4	—	Confirmation Order for Third Amended Plan of Reorganization. Previously filed as an exhibit to the Form 8-K filed on February 22, 2010, and incorporated herein by reference.
2.5	—	Stock Purchase Agreement by and among Accuride Corporation, Truck Components, Inc., Fabco Automotive Corporation and Fabco Holdings Inc., dated September 26, 2011. Previously filed as an exhibit to the Form 8-K filed on September 30, 2011, and incorporated herein by reference.
3.1	—	Amended and Restated Certificate of Incorporation of Accuride Corporation. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-012168) filed on March 4, 2010, and incorporated herein by reference.
3.2	—	Certificate of Amendment to the Amended and Restated Certificate of Incorporation. Previously filed as an exhibit to the Form 8-K (ACC No. 0001104659-10-059191) filed on November 18, 2010, and incorporated herein by reference.
3.3	—	Amended and Restated Bylaws of Accuride Corporation. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-004054) filed on February 1, 2011, and incorporated herein by reference.
4.1	—	Registration Rights Agreement, dated February 26, 2010, by and between Accuride Corporation and each of the Holders party thereto. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-012168) filed on March 4, 2010 and incorporated herein by reference.
4.2	—	Indenture, dated as of July 29, 2010, by and among Accuride Corporation, the guarantors named therein, Wilmington Trust FSB, as trustee and Deutsche Bank Trust Company Americas, with respect to 9.5% First Priority Senior Secured Notes due 2018. Previously filed as an exhibit to the Form 8-K filed on August 2, 2010 (Acc. No. 0001104659-10-012168) and incorporated herein by reference.
4.3	—	Form of 9.5% First Priority Senior Secured Notes due 2018. Previously filed as an exhibit to Form 8-K filed on August 2, 2010 and incorporated herein by reference.
4.4	—	Intercreditor Agreement, dated as of July 29, 2010, among Deutsche Bank Trust Company Americas, as initial ABL Agent, and Deutsche Bank Trust Company Americas, as Senior Secured Notes Collateral Agent. Previously filed as an exhibit to the Form 8-K filed on August 2, 2010 (Acc. No. 0001104659-10-012168) and incorporated herein by reference.
4.5	—	Joinder and Amendment to Intercreditor Agreement, dated July 11, 2013, by and among Wells Fargo, National Association, a national banking association, as the New ABL Agent and Deutsche Bank Trust Company Americas, as Senior Secured Notes Collateral Agent. Previously filed as an exhibit to the Form 8-K filed on July 12, 2013 and incorporated herein by reference.

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4.6	—	Amended and Restated Rights Agreement, dated as of November 7, 2012, between Accuride Corporation and American Stock Transfer & Trust Company, LLC. Previously filed as an exhibit to the Form 8-K filed on November 8, 2012 and incorporated by reference herein.
4.7	—	Amendment No. 1, dated as of December 19, 2012, to Amend and Restated Rights Agreement, dated as of November 7, 2012, by and between Accuride Corporation and American Stock Transfer and Trust Company, LLC. Previously filed as an exhibit to the Form 8-K filed on December 20, 2012 and incorporated by reference herein.
31.1†	—	Section 302 Certification of Richard F. Dauch in connection with the Quarterly Report of Form 10-Q on Accuride Corporation for the period ended March 31, 2013.
31.2†	—	Section 302 Certification of Gregory A. Risch in connection with the Quarterly Report on Form 10-Q of Accuride Corporation for the period ended March 31, 2013.
32.1††	—	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS†	—	XBRL Instance Document
101.SCH†	—	XBRL Taxonomy Extension Schema Document
101.CAL†	—	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB†	—	XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	—	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF†	—	XBRL Taxonomy Extension Definition Linkbase Document

†	Filed herewith
††	Furnished herewith
*	Management contract or compensatory agreement

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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.

ACCURIDE CORPORATION

/s/ RICHARD F. DAUCH	Dated:	April 28, 2014
Richard F. Dauch
President and Chief Executive Officer
(Principal Executive Officer)


/s/ GREGORY A. RISCH	Dated:	April 28, 2014
Gregory A. Risch
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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Delaware	61-1109077
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

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