UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-12870
CUSIP NUMBER: 192861 10 2
(Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2002
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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PART I - REGISTRANT INFORMATION
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Cold Metal Products, Inc.
2300 Georgetown Drive
Suite 301
Sewickley, Pennsylvania 15143
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) |X|
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date.
PART III - NARRATIVE
Registrant is engaged in discussions with its secured lenders and other
financial institutions, the outcome of which could not be determined at June 30,
2002. The results of such discussions will significantly affect the opinion of
management of Registrant regarding Registrant's ability to continue to carry on
its business in its present form. Accordingly, the Registrant's disclosure of
the results of its operations and financial condition for the fiscal year ended
March 31, 2002 and as of the end of such fiscal year must be made in the context
of the results of those discussions. (See PART II, above).
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph C. Horvath
Vice President and Chief Financial Officer
(Name)
(724) 933-1441
(Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [ ] No
Set forth below is a narrative and quantitive explanation of the
changes in results of operations for the fourth quarter of the fiscal year ended
March 31, 2002 and for the fiscal year.
Exclusive of a non-cash deferred tax charge of $14.6 million, or $2.27
per share, net loss for the fourth quarter of fiscal year 2002 declined to $1.6
million or $0.25 per share, compared to net loss of $3.6 million or $0.56 per
share in the fourth quarter of fiscal year 2001. The deferred tax charge is
comprised of a $11.8 million deferred tax asset valuation adjustment based on
recent operating results and management's revised expectations for the
realization of tax benefits associated
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with carryforward tax operating losses, and a $2.8 million deferred tax charge
arising from a deemed dividend attributed to the earnings of the Company's
Canadian subsidiary. Net loss in the fourth quarter of fiscal 2002 including the
aforementioned deferred tax charges was $16.2 million, or $2.52 per share. Net
loss for the fourth quarter fiscal 2001 included a $.4 million adjustment
increasing net loss compared to the amount previously reported to reflect a
change in the company's accounting for inventories to conform with industry
standards.
Net loss for the fiscal year ended March 31, 2002 was $19.8 million or
$3.08 per share, compared to net loss of $6.8 million or $1.05 per share for the
previous fiscal year. Excluding the non-cash deferred tax charges discussed
above, net loss for fiscal year 2002 was $5.2 million, or $0.81 per share. The
prior fiscal year results reflect an adjustment increasing the net loss by $1.0
million from the amount previously reported to reflect the aforementioned
accounting change for inventory. In addition, the fiscal 2001 results included
special charges associated with a facility restructuring plan that increased
fiscal 2001 net loss by $1.4 million.
A condensed summary of operating results is as follows:
COLD METAL PRODUCTS, INC., AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share amounts)
Three Months Ended Year Ended
March 31, March 31,
2002 2001 2002 2001
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Net sales $ 39,601 $ 46,666 $ 161,266 $ 214,484
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Gross profit 2,645 389 11,195 12,866
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Net (loss) $ (16,209) $ (3,562) $ (19,764) $ (6,788)
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Basic and diluted net (loss) per share $ (2.52) $ (0.56) $ (3.08) $ (1.06)
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COLD METAL PRODUCTS, INC.
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date July 2, 2002 By /s/ Joseph C. Horvath
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Vice President and
Chief Financial Officer
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