HAYZ Hayes Lemmerz International (MM)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

March 13, 2009 (March 9, 2009)

Hayes Lemmerz International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-50303		32-0072578
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

15300 Centennial Drive, Northville, Michigan		48167
(Address of principal executive offices)		(Zip Code)

(734) 737-5000

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

TABLE OF CONTENTS

ITEM 4.02.		Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

     (a) On March 9, 2009, the Audit Committee of Hayes Lemmerz International, Inc. (the “Company”) determined that the Company’s previously issued financial statements included in the following periodic reports should no longer be relied upon due to errors in the loss per common share data as set forth in the Statements of Operations for the following accounting periods:

Accounting Period		Periodic Report
Twelve Months Ended January 31, 2008		Annual Report on Form 10-K filed April 10, 2008
Twelve Months Ended January 31, 2007
Twelve Months Ended January 31, 2006
Three Months Ended April 30, 2007		Quarterly Report on Form 10-Q filed June 5, 2008
Three and Six Months Ended July 31, 2007		Quarterly Report on Form 10-Q filed September 4, 2008
Three and Six Months Ended July 31, 2007		Amendment to Quarterly Report on Form 10-Q/A
Three and Six Months Ended July 31, 2006		filed September 13, 2007
Three and Nine Months Ended October 31, 2007		Quarterly Report on Form 10-Q filed December 5, 2008
Three and Nine Months Ended October 31, 2007		Quarterly Report on Form 10-Q filed December 10, 2007
Three and Nine Months Ended October 31, 2006

The weighted average shares outstanding data for the above periods were not adjusted in accordance with Paragraph 55 of Statement of Financial Accounting Standards No. 128, Earnings Per Share (“SFAS 128”) in connection with the Company’s equity rights offering in May 2007. SFAS 128 provides that if a rights issue is offered to all existing stockholders at an exercise price that is less than the fair value of the stock, then the weighted average shares outstanding and basic and diluted earnings per share shall be adjusted retroactively for the bonus element for all periods presented. Because the Company had a loss in all relevant periods, there is no difference between basic and diluted earnings per share. The following tables set forth the corrected loss per common share data for these periods:

Twelve months ended each of January 31, 2008, January 31, 2007 and January 31, 2006 :

		Fiscal Year Ending
		1/31/2008				1/31/2007				1/31/2006
Net Loss as presented ($ in Millions)		$	(194.4	)		$	(166.9	)		$	(457.5	)
Adjusted Net Loss			(194.4	)			(166.9	)			(457.5	)
Change in Net Loss		$	—			$	—			$	—
% Change in Net Loss			0	%			0	%			0	%
Weighted average shares (in thousands) as presented			80,533				38,307				37,942
Corrected weighted average shares			87,040				57,836				57,285
Change in Weighted Average Shares			6,507				19,529				19,343
% Change in Weighted average Shares			8	%			51	%			51	%
Basic and Diluted Earnings Per Share as presented		$	(2.41	)		$	(4.36	)		$	(12.06	)
Corrected Basic and Diluted Earnings per Share		$	(2.23	)		$	(2.89	)		$	(7.99	)
Change in Basic and Diluted Earnings per Share		$	0.18			$	1.47			$	4.07
% Change in Basic and Diluted Earnings per Share			-7	%			-34	%			-34	%

Three, six and nine months ended each of April 30, 2006, July 30, 2006 and October 31, 2006:

		Fiscal 2006
		Quarter to Date Ending
		4/30/2006				7/31/2006				10/31/2006
Net Loss as presented ($ in Millions)		$	(17.6	)		$	(26.9	)		$	(59.6	)
Adjusted Net Loss			(17.6	)			(26.9	)			(59.6	)
Change in Net Loss		$	—			$	—			$	—
% Change in Net Loss			0	%			0	%			0	%
Weighted average shares (in thousands) as presented			38,122				38,161				38,464
Corrected weighted average shares			57,557				57,615				58,073
Change in Weighted Average Shares			19,435				19,454				19,609
% Change in Weighted average Shares			51	%			51	%			51	%
Basic and Diluted Earnings Per Share as presented		$	(0.46	)		$	(0.70	)		$	(1.55	)
Corrected Basic and Diluted Earnings per Share		$	(0.31	)		$	(0.47	)		$	(1.03	)
Change in Basic and Diluted Earnings per Share		$	0.15			$	0.23			$	0.52
% Change in Basic and Diluted Earnings per Share			-33	%			-33	%			-34	%

		Fiscal 2006
		Year to Date Ending
		4/30/2006				7/31/2006				10/31/2006
Net Loss as presented ($ in Millions)		$	(17.6	)		$	(44.5	)		$	(104.1	)
Adjusted Net Loss			(17.6	)			(44.5	)			(104.1	)
Change in Net Loss		$	—			$	—			$	—
% Change in Net Loss			0	%			0	%			0	%
Weighted average shares (in thousands) as presented			38,122				38,143				38,250
Corrected weighted average shares			57,557				57,588				57,750
Change in Weighted Average Shares			19,435				19,445				19,500
% Change in Weighted average Shares			51	%			51	%			51	%
Basic and Diluted Earnings Per Share as presented		$	(0.46	)		$	(1.17	)		$	(2.72	)
Corrected Basic and Diluted Earnings per Share		$	(0.31	)		$	(0.77	)		$	(1.80	)
Change in Basic and Diluted Earnings per Share		$	0.15			$	0.40			$	0.92
% Change in Basic and Diluted Earnings per Share			-33	%			-34	%			-34	%

Three, six and nine months ended each of April 30, 2007, July 31, 2007 and October 31, 2007:

		Fiscal 2007
		Quarter to Date Ending
		4/30/2007				7/31/2007				10/31/2007
Net Loss as presented ($ in Millions)		$	(15.3	)		$	(87.1	)		$	(62.7	)
Adjusted Net Loss			(15.3	)			(87.1	)			(62.7	)
Change in Net Loss		$	—			$	—			$	—
% Change in Net Loss			0	%			0	%			0	%
Weighted average shares (in thousands) as presented			39,269				79,336				100,382
Corrected weighted average shares			59,304				86,652				100,382
Change in Weighted Average Shares			20,035				7,316				—
% Change in Weighted average Shares			51	%			9	%			0	%
Basic and Diluted Earnings Per Share as presented		$	(0.38	)		$	(1.10	)		$	(0.62	)
Corrected Basic and Diluted Earnings per Share		$	(0.26	)		$	(1.01	)		$	(0.62	)
Change in Basic and Diluted Earnings per Share		$	0.12			$	0.09			$	—
% Change in Basic and Diluted Earnings per Share			-32	%			-8	%			0	%

		Fiscal 2007
		Year to Date Ending
		4/30/2007				7/31/2007				10/31/2007
Net Loss as presented ($ in Millions)		$	(15.3	)		$	(102.4	)		$	(165.1	)
Adjusted Net Loss			(15.3	)			(102.4	)			(165.1	)
Change in Net Loss		$	—			$	—			$	—
% Change in Net Loss			0	%			0	%			0	%
Weighted average shares (in thousands) as presented			39,269				59,854				73,414
Corrected weighted average shares			59,304				73,133				82,352
Change in Weighted Average Shares			20,035				13,279				8,938
% Change in Weighted average Shares			51	%			22	%			12	%
Basic and Diluted Earnings Per Share as presented		$	(0.38	)		$	(1.71	)		$	(2.25	)
Corrected Basic and Diluted Earnings per Share		$	(0.26	)		$	(1.40	)		$	(2.00	)
Change in Basic and Diluted Earnings per Share		$	0.12			$	0.31			$	0.25
% Change in Basic and Diluted Earnings per Share			-32	%			-18	%			-11	%

No other periods or financial statements were affected by this error. The Audit Committee has discussed with the Company’s independent auditors the matters disclosed in the Form 8-K.

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 hereunto duly authorized.

Dated: March 13, 2009

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