FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-72245
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GOLDEN NORTHWEST ALUMINUM, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-1249606
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3313 West Second Street
The Dalles, Oregon 97058
-------------------------
(Address of principal executive offices) (Zip Code)
(541) 296-6161
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES NO X
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
CLASS OUTSTANDING AT March 31, 1999
----- -----------------------------
Common Stock 1,000
This quarterly report on Form 10-Q also constitutes a quarterly report pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the following
subsidiaries of Golden Northwest Aluminum, Inc.:
State of I.R.S.
Commission incorporation Employer
file or Identification
Company number organization Number
- ------- ---------- ------------- --------------
Goldendale Holding Company 333-72245-04 Delaware 91-1785763
Goldendale Aluminum Company 333-72245-05 Delaware 91-1380241
Northwest Aluminum Company 333-72245-02 Oregon 93-0905834
Northwest Aluminum Specialties, Inc. 333-72245-01 Oregon 93-1019176
Northwest Aluminum Technologies, LLC 333-72245-03 Washington 93-1196863
The address of principal executive offices for each of these entities is
3313 West Second Street, The Dalles, Oregon 97058 and their telephone number is
(541) 296-6161.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31, March 31,
1998 1999
----------- -----------
(unaudited)
(in thousands)
Current assets:
Cash and cash equivalents.............................................. $ 37,633 $ 12,678
Trade accounts receivable, less allowance
for doubtful accounts of $1,000..................................... 47,264 41,947
Current portion of receivable due from related company.............. 2,126 1,675
Inventories............................................................ 55,083 60,895
Prepaid expenses....................................................... 786 934
Deferred income taxes.................................................. 1,494 1,495
----------- -----------
Total current assets.......................................... 144,386 19,624
----------- -----------
Property, plant and equipment, net..................................... 117,761 122,011
Power project assets held for sale................................. 543 543
Goodwill, net of accumulated amortization of $12,531 and $13,717....... 88,140 86,953
Advances to shareholder................................................ 2,000 2,000
Receivable due from related company, less current portion.............. 2,826 2,647
Other assets, net...................................................... 10,472 8,935
----------- -----------
$ 366,128 $ 342,713
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt................................. $ - $ -
Trade accounts payable............................................ 41,035 41,150
Accrued expenses.................................................. 19,598 4,109
Income taxes payable.............................................. 5,361 3,447
----------- -----------
Total current liabilities................................ 65,994 48,706
----------- -----------
Long-term debt, less current portion.............................. 170,000 170,000
Deferred income taxes............................................. 9,965 9,966
Deferred compensation............................................. 1,734 1,651
Other long-term liabilities....................................... 1,741 1,762
Dividends payable................................................. 9,515 10,428
----------- -----------
Total liabilities........................................ 258,949 242,513
----------- -----------
Commitments and Contingencies
Preferred stock of subsidiary.......................................... 29,663 29,663
Shareholder's Equity:..................................................
Common stock, $0.10 par value; 350,000 shares authorized;
1,000 shares issued and outstanding............................ - -
Additional paid-in capital........................................ 65,504 65,504
Retained earnings................................................. 12,012 5,033
----------- -----------
Total shareholder's equity............................... 77,516 70,537
----------- -----------
$ 366,128 $ 342,713
=========== ===========
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
3
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31,
-----------------------------------
1998 1999
-------------- --------------
(in thousands, except per share data)
Revenues............................................................... $ 128,716 $ 102,841
Cost of revenues....................................................... 115,475 101,557
-------------- --------------
Gross margin........................................................... 13,241 1,284
General and administrative expenses.................................... 4,194 3,672
Operating income (loss)................................................ 9,047 (2,388)
-------------- --------------
Other income (expense):
Interest expense.................................................... (3,662) (5,920)
Other income, net................................................... 9 327
Net other expense...................................................... (3,653) (5,593)
-------------- --------------
Income (loss) before income taxes...................................... 5,394 (7,981)
Income tax expense (benefit)........................................... 2,106 (1,914)
Net income (loss)...................................................... $ 3,288 $ (6,067)
============== ==============
Net income (loss)...................................................... $ 3,288 $ (6,067)
Dividends accrued on preferred stock of subsidiary..................... (912) (912)
Net income (loss) available to common shareholder...................... $ 2,376 $ (6,979)
============== ==============
Earnings (loss) per share - basic and diluted:
Net income (loss) available to common shareholder...................... $ 2,376 $ (6,979)
-------------- --------------
Net income (loss) per share of common stock............................ $ 2,376 $ (6,979)
============== ==============
Weighted average shares of common stock outstanding.................... 1,000 1,000
============== ==============
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
4
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
Three Months Ended March 31,
-------------------------------------
1998 1999
--------------- ---------------
(in thousands)
Cash flows from operating activities:
Net income (loss)........................................................ $ 3,288 $ (6,067)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization.......................................... 3,251 4,597
Deferred income taxes.................................................. 524 -
Change in assets and liabilities, net of effect of acquisition:
Trade accounts receivable.......................................... 851 5,317
Inventories........................................................ (7,085) (5,812)
Prepaid expenses................................................... (486) (148)
Other assets....................................................... (372) 2,014
Trade accounts payable............................................. (8,561) 115
Accrued expenses................................................... (3,974) 1,181
Intercompany payable............................................... - (16,670)
Income taxes payable............................................... 5,495 (1,914)
Other liabilities.................................................. 21 22
Net cash used in operating activities.................................... (7,048) (17,365)
--------------- ---------------
Cash flows from investing activities:
Acquisition of property, plant and equipment............................. (3,131) (7,398)
Payments from related company......................................... - 179
Net cash used in investing activities.................................... (3,131) (7,219)
--------------- ---------------
Cash flows from financing activities:
Borrowings under revolving credit facilities............................. 91,551 31,733
Repayments under revolving credit facilities............................. (79,023) (28,625)
Principal repayments of term loan facilities............................. (3,375) (17,472)
Borrowings from parent................................................... - 14,364
Deferred finance costs................................................... - (288)
Principal payments on deferred compensation notes........................ (225) (83)
Net cash provided by (used in) financing activities......................... 8,928 (371)
-------------- ---------------
Net decrease in cash and cash equivalents................................... (1,251) (24,955)
Cash and cash equivalents, beginning of quarter............................. 1,251 37,633
--------------- ---------------
Cash and cash equivalents, end of quarter................................... $ -- $ 12,678
=============== ===============
Supplemental Disclosures of Cash Flow Information (See Note 8)
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
5
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
1. Basis of Presentation
The foregoing unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X as promulgated by the Securities and Exchange Commission.
Accordingly, these financial statements do not include all of the disclosures
required by generally accepted accounting principles for complete financial
statements. These unaudited interim consolidated financial statements should be
read in conjunction with the audited consolidated financial statements for the
year ended December 31, 1998. In the opinion of management, the unaudited
interim consolidated financial statements furnished herein include all
adjustments, all of which are of a normal recurring nature, necessary for a fair
statement of the results for the interim periods presented.
The preparation of financial statements in accordance with generally
accepted accounting principles requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities known to exist as of the date the financial
statements are published, and the reported amounts of revenues and expenses
during the reporting period. Uncertainties with respect to such estimates and
assumptions are inherent in the preparation of the Company's consolidated
financial statements; accordingly, it is possible that the actual results could
differ from these estimates and assumptions, which could have a material effect
on the reported amounts of the Company's consolidated financial position and
results of operations.
Operating results for the three-month period ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999.
2. Operations and Principles of Consolidation
The operations of Golden Northwest Aluminum, Inc. ("Golden" or the
"Company") consist primarily of the smelting of alumina to aluminum under
tolling arrangements with alumina suppliers, processing of aluminum into primary
products, and the sale of those products. The operations are located in the
Pacific Northwest on the Columbia River.
The Company was incorporated in the state of Oregon on June 3, 1998 for the
purposes of becoming the holding company of Northwest Aluminum Company and
Northwest Aluminum Specialties, Inc. (collectively "Northwest"), Northwest
Aluminum Technologies, LLC ("Technologies"), and Goldendale Holding Company and
its wholly owned subsidiary, Goldendale Aluminum Company (collectively
"Goldendale"). The sole shareholder of the Company also owned all of the
outstanding shares of common stock of Northwest and Goldendale and all of the
membership interests in Technologies. On December 18, 1998, the sole shareholder
of Golden
6
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
contributed all of the issued and outstanding shares of common stock of
Goldendale and Northwest and 100% of his membership interest in Technologies to
the Company. The transaction was accounted for as a merger of entities under
common control in a manner similar to a pooling of interests. Accordingly, the
financial statements give retroactive effect to this transaction.
The Company, Technologies and Goldendale report on a December 31 fiscal
year basis; Northwest reports on a September 30 fiscal year basis. Included in
accrued expenses at March 31, 1999 is $(16,039) and at December 31, 1998 is
$418, representing the portion of intercompany advances which do not eliminate
due to the differing year ends. All other significant intercompany accounts and
transactions have been eliminated.
3. Effect of Recently Issued Accounting Standards
In February 1999 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 135 ("SFAS No.135"), Rescission of
Financial Accounting Standards Board No. 75 ("SFAS No. 75") and Technical
Corrections. SFAS No.135 rescinds SFAS No. 75 and amends Statement of Financial
Accounting Standards Board No. 35. SFAS No. 135 also amends other existing
authoritative literature to make various technical corrections, clarify
meanings, or describe applicability under changed conditions. SFAS No. 135 is
effective for financial statements issued for fiscal years ending after February
15, 1999. The Company believes that the adoption of SFAS No. 135 will not have a
significant effect on its financial statements.
4. Inventories
Inventories consist of the following:
December 31, March 31,
1998 1999
---------------- ------------
Purchased metals and tolling in process................ $ 33,047 $ 39,522
Supplies and alloys ............................... 12,558 12,221
Carbon plant materials............................ 5,793 5,559
Alumina........................................... 3,685 3,593
--------------- ------------
$ 55,083 $ 60,895
=============== ============
7
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
5. Long-term Debt
Long-term debt consists of the following:
December 31, March 31,
1998 1999
-------------- -------------
First mortgage notes.................................... $ 150,000 $ 150,000
Subordinated credit agreement........................... 20,000 20,000
Revolving Credit Facilities ............................ - -
-------------- ------------
Long-term debt.......................................... 170,000 170,000
Less current portion.................................... - -
-------------- ------------
Long-term debt less current portion................. $ 170,000 $ 170,000
============== ============
In December 1998, the Company issued $150 million of 12% first mortgage
notes due on December 15, 2006. Interest is payable semi-annually on June 15 and
December 15, commencing June 15, 1999. Payment of the notes is guaranteed by all
of the Company's subsidiaries. The debt is collateralized by substantially all
of the real property, plant and equipment of the Company's subsidiaries and by a
pledge of all of the issued and outstanding capital stock of the Company's
subsidiaries. On or after December 15, 2002 the notes are redeemable at the
option of the Company at specified redemption prices. There are no sinking fund
requirements. The indenture limits principal payments on subordinated debt,
dividends or shareholder distributions, and investments in subsidiaries.
In connection with the issuance of the notes, each of the Company's direct
and indirect wholly-owned subsidiaries has jointly and severally guaranteed the
notes on a full and unconditional basis. The subsidiary guarantors are wholly
owned subsidiaries of the Company and constitute all of the Company's direct and
indirect subsidiaries.
The Company is a holding company with no independent operations or assets
other than those relating to its investments in its subsidiaries. Separate
financial statements of the subsidiary guarantors are not included because the
guarantees are full and unconditional, the subsidiary guarantors are jointly and
severally liable and the separate financial statements and other disclosures
concerning the subsidiary guarantors are not deemed material to investors by
management of the Company. No restrictions exist on the ability of the
subsidiary guarantors to make distributions to the Company, except, however, the
obligations of each guarantor under its guarantee are limited to the maximum
amount as will result in obligations of such guarantor under its guarantee not
constituting a fraudulent conveyance or fraudulent transfer for purposes of
bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law (e.g. adequate capital to pay
dividends under corporate laws).
8
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
In December 1998, the Company entered into a $75 million bank revolving
credit facility, collateralized by inventory, accounts receivable and related
intangibles, including a security interest in the Company's tolling agreements,
which mature on December 20, 2003. As specified in the credit agreement,
borrowings under the credit facility bear interest at a floating base rate plus
from 0.50% to 1.00% or the LIBOR rate plus from 2.00% to 2.50%. The additional
margin is dependent upon the consolidated ratio of earnings before interest,
income taxes, depreciation and amortization to interest expense. The credit
facility provides for the payment of a commitment fee of 0.50% per annum based
on the unused portion of the credit facility. The credit agreement contains
restrictive covenants, including a minimum net worth requirement, a minimum
excess availability requirement and limitations on capital expenditures,
dividends, additional indebtedness, mergers and other business combinations,
assets sales, encumbrances, investments and transactions with affiliates. The
Company was in compliance with these covenants at March 31, 1999. There were no
amounts outstanding under this credit facility at December 31, 1998 and March
31, 1999.
Also in December 1998, the Company entered into a subordinated credit
agreement with Norsk Hydro USA, Inc. pursuant to which $20 million was advanced.
The debt bears interest at LIBOR plus two percent (7.13% at December 31, 1998)
and is due in December 2005. The debt is secured by a second lien and a pledge
on the collateral securing the first mortgage notes and is guaranteed by the
Company's subsidiaries. Except for the collateral security, the guarantees by
the Company's subsidiaries are subordinate to the indebtedness under the bank
revolving credit facility. The credit agreement provides for additional
borrowings of $10 million on or prior to December 31, 2001.
On January 25, 1999 the Company terminated at no cost its existing interest
rate swap agreements and entered into a new swap agreement that expires in 2003.
The fixed interest rate paid on the new swap is 6.4% and covers $20 million of
notional principal amount of floating rate (LIBOR) indebtedness of the Company.
6. Commitments and Contingencies
The Company, in the regular course of business, is involved in
investigations and claims by various regulatory agencies. The Company is also
engaged in various legal proceedings incidental to its normal business
activities. The Company's management does not believe that the ultimate
resolution of these investigations, claims and legal proceedings will have a
material effect on its financial position, results of operations or cash flows.
As of both December 31, 1998 and March 31, 1999, the Company had a
liability of approximately $1,741 for estimated environmental remediation
activities
9
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
at Goldendale's facility. The Company's estimate of this liability is based on a
remediation study conducted by independent engineering consultants. The total
cost of remediation is estimated at $2.5 million; however, under a court decree
the Company is only responsible for 57% of the total. The remaining cost is the
responsibility of prior owners. No accrual has been provided for the Northwest
facility as the Company is unaware of any current condition which would give
rise to remedial action.
The Company has entered into various agreements for the purchase of power
and aluminum. Future estimated minimum payments under these noncancelable
agreements are as follows
Year Ending December 31, Amount
- ------------------------------------------------------------ -------------
1999 $ 177,677
2000 83,887
2001 68,699
7. Income Taxes
The Internal Revenue Service ("IRS") has audited the Company's income tax
returns and has proposed to change the Company's method of accounting for
certain expenditures that were deducted when incurred. The IRS has proposed to
capitalize and depreciate these expenditures over an estimated useful life. The
Company is currently appealing the proposed change in accounting method
initiated by the IRS and believes it has various meritorious defenses. However,
at March 31, 1999, the Company has recorded a liability associated with the
proposed change in accounting method that is effective for all tax years
subsequent to 1989, of approximately $11.5 million, which includes interest of
$4.0 million. The sole shareholder of the Company will also incur additional
taxes and interest associated with this proposed change. It is the Company's
intention to reimburse the shareholder for any such amounts, in the form of a
dividend. The Company estimates that this dividend distribution will range from
$2.7 to $5.3 million. Because the Company has recorded a liability associated
with the proposed change, ultimate resolution is not expected to have a material
impact on the Company's results of operations. The Company intends to use funds
available under its current financing arrangements and funds generated from
operations to pay any amounts ultimately assessed.
10
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
8. Supplemental Disclosures of Cash Flow Information
Supplemental disclosures of cash flow information is as follows:
Three Months Ended March 31,
--------------------------------
1998 1999
------------- -------------
Cash paid during the period for:
Interest................................................. $ 2,280 $ 2,139
Income taxes............................................. -- --
Non-cash investing and financing activities:
Dividends accrued on preferred stock................... 912 912
9. Northwest Aluminum Company and Northwest Aluminum Specialties, Inc. and
Goldendale Holding Company and Subsidiary
Financial statements and financial statement schedules for Northwest
Aluminum Company and Northwest Aluminum Specialties, Inc. and Goldendale Holding
Company and its subsidiary have been omitted because the 12% first mortgage
notes issued by the Company and registered under the Securities Act of 1933, of
which the subsidiaries are guarantors (thus subjecting them to the reporting
requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934),
are fully and unconditionally guaranteed by the subsidiaries. Financial
information relating to these companies is presented herein in accordance with
Staff Accounting Bulletin 53 as an addition to the footnotes to the financial
statements of Golden Northwest Aluminum, Inc. Summarized financial information
is as follows:
11
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
Northwest Aluminum Company and Northwest Aluminum Specialties, Inc.
Three Months Ended
December 31,
-----------------------------
1997 1998
------------- ------------
Condensed Statement of Operations
Revenues:
Customers..................................... $ 79,967 $ 66,472
Parent and related companies.................. 104 44
------------- ------------
75,333 66,516
Cost of revenues................................ 75,264 62,205
General and administrative expenses............. 1,869 1,668
------------- ------------
Operating income................................ 2,869 2,643
Net other income (expense)...................... (1,903) (1,948)
Net income ..................................... $ 966 $ 695
============= ============
Condensed Balance Sheet
Current assets.................................. $ 95,723 $ 73,896
Non-current assets.............................. 44,689 42,947
Total assets.................................. $ 140,412 $ 116,843
============= ============
Current liabilities............................. $ 42,386 $ 32,876
Non-current liabilities......................... 77,063 66,856
Shareholder's equity............................ 20,963 17,111
------------- ------------
Total liabilities and shareholder's equity.... $ 140,412 $ 116,843
============= ============
12
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
Goldendale Holding Company and Subsidiary
Three Months Ended
March 31,
-----------------------------
1998 1999
------------- ------------
Condensed Statement of Operations
Revenues:
Customers..................................... $ 48,749 $ 36,369
Parent and related companies.................. - -
------------- ------------
48,749 36,369
Cost of revenues............................... 40,576 39,592
General and administrative expenses............ 2,604 1,766
Operating income (loss)........................ 5,569 (4,989)
Net other income (expense)..................... (1,339) (1,627)
Income tax expense (benefit)................... 2,106 (1,914)
------------- ------------
Net income (loss).............................. $ 2,124 $ (4,702)
============= ============
Condensed Balance Sheet
Current assets................................. $ 37,632 $ 42,530
Non-current assets............................. 173,543 172,915
Total assets.................................. $ 211,175 $ 215,445
============= ============
Current liabilities............................ $ 104,469 $ 26,953
Non-current liabilities........................ 173,199 131,788
Shareholder's equity........................... 67,375 56,704
------------- ------------
Total liabilities and stockholder's equity.... $ 211,175 $ 215,445
============= ============
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This section should be read in conjunction with the response to Item 1,
Part I, of this Report.
Overview
The aluminum industry is highly cyclical, with market prices fluctuating
widely based on global supply and demand factors, most of which are beyond our
control. As shown below, for 1998, the average price per pound of aluminum on
the London Metals Exchange was lower than the average price in any of the three
previous years. The average three-month LME prices per pound of aluminum over
the last four years were as follows:
Price Per
Year Ended December 31, Pound
---------------------- --------
1995................. $ 0.83
1996................. $ 0.70
1997................. $ 0.74
1998................. $ 0.63
We believe the current market price for aluminum is depressed due primarily
to the softening in the economies of several Eastern European, Pacific Rim and
South American countries, which has cast concern on the prospects for future
demand from these important aluminum consumption regions. Recent LME prices have
fluctuated around $0.60 per pound and the timing of an increase in aluminum
prices is uncertain. As of March 31, 1999, the three-month LME price per pound
of aluminum was $0.56. Accordingly, we believe our cash flow and earnings in the
near term will be significantly lower than amounts reported for comparable prior
periods.
Our cash flow and earnings are highly sensitive to aluminum prices because
production costs are largely fixed. At low market aluminum prices, we are able
to reduce some variable costs, but most of the production costs of primary
aluminum are constant in the short term, and therefore declines in market prices
will cause declines in earnings. Conversely, increased market aluminum prices
will cause increases in earnings. For these reasons we strive to maintain full
plant utilization, which reduces the average cost per pound of aluminum.
To reduce our reliance on market-priced primary aluminum and to improve
overall profitability, we have pursued a strategy of increasing both our
"tolled" and "non-tolled" value-added production through specialty casting and
processing operations. Through these operations, we are able to realize premiums
over market LME prices, the amount of which varies with the degree of
value-added content of the product and uniqueness of the product in the
marketplace. Our volume of value-added production has increased significantly
over the past decade relative to the volume of our primary production. Our
continued investment in value-added production operations is designed to further
increase our value-added production capabilities. As a consequence of this
strategy, our volume of non-tolled value-added production has grown from
14
153.7 million pounds in 1993 to 270.5 million pounds in 1998. As a result of
this growth, we purchase at market prices more primary aluminum for further
processing into non-tolled value-added products than we produce for Glencore
Ltd., one of our two tolling partners, under a tolling agreement. The Glencore
tolling contract allowed us to operate one of our smelters at full capacity
while we were developing value-added products. The success of our non-tolled
value-added products, however, has reduced the importance of this contract, and
we will not renew the tolling contract when it expires in December 1999. The
effect of this non-renewal will be to eliminate the revenue and gross margin we
derive from tolling aluminum for Glencore. This may be more than offset by an
increase in gross margin from the sale of non-tolled value-added products,
because the underlying cost for primary aluminum will be our own production cost
rather than the market price. We do not assure you however, that we will be able
to realize any increased gross margin upon expiration of the Glencore tolling
agreement.
Results of Operations
The following table sets forth combined statement of income data as a
percentage of revenues for the three months ended March 31, 1998 and 1999.
Three Months Ended
March 31,
--------------------------
1998 1999
------------ -----------
Revenues......................................... 100.0% 100.0%
Cost of revenues................................. 89.7% 98.8%
------------ -----------
Gross margin..................................... 10.3% 1.2%
General and administrative expenses.............. 3.3% 3.5%
------------ -----------
Operating income................................. 7.0% (2.3)%
Interest expense............................. (2.8)% (5.8)%
Other income (expense), net................. 0.0% 0.3%
Net other expenses.......................... (2.8)% (5.5)%
Income (loss) before income taxes........... 4.2% (7.8)%
Income tax expense (benefit)................ 1.6% (1.9)%
------------ -----------
Net income (loss)........................... 2.6% (5.9)%
------------ -----------
The Three Months Ended March 31, 1999 Compared to The Three Months Ended March
31, 1998
Primary aluminum production under our tolling contract decreased from 133.9
million pounds for the three months ended March 31, 1998 to 125.6 million pounds
for the three months ended March 31, 1999, due primarily to the cyclical nature
of our cell relining activity. Shipments of non-tolled value-added aluminum
products were 72.2 million pounds and 64.9 million pounds for corresponding
periods in both 1998 and 1999, respectively. The decrease in shipments of
non-tolled value-added products resulted primarily from the softening of the
commodity billet market.
Revenues decreased from $128.7 million in the three months ended March 31,
1998 to $102.8 million in the three months ended March 31, 1999. Revenues from
tolling contracts decreased from $73.1 million in 1998 to $55.8 million in 1999,
due primarily to the decrease in market aluminum prices and the decrease in
production levels in 1999. Sales of non-tolled value-
15
added products decreased from $55.6 million in 1998 to $47.0 million in 1999,
due to the decrease in market aluminum prices in 1999, offset by the change in
product mix, which allowed for higher average premiums on the volume sold.
Gross margin decreased from $13.2 million in the three months ended March
31, 1998 to $1.3 million in the three months ended March 31, 1999, a decrease of
90%. As a percentage of revenues, gross margin declined from 10.3% to 1.2%.
Gross margin declined primarily due to the decrease in market prices of
aluminum, offset by a decrease in the cost of electricity as a result of selling
one of our power contracts.
General and administrative expenses decreased from $4.2 million in the
three months ended March 31, 1998 to $3.7 million in the three months ended
March 31, 1999. As a percentage of revenues, general and administrative expenses
increased from 3.3% to 3.5%.
Interest expense increased from $3.7 million in the three months ended
March 31, 1998 to $5.9 million in the three months ended March 31, 1999, or 59%.
In December 1998, we completed an offering of $150 million of 12% first mortgage
notes. Additionally, we received a $20 million advance under a credit
arrangement with Norsk Hydro USA, Inc. As a result of these borrowings, interest
expense increased significantly between the comparable periods from 1998 to
1999.
Income tax expense decreased from $2.1 million for the three months ended
March 31, 1998 to an income tax benefit of $1.9 million for the three months
ended March 31, 1999. This decrease of $4.0 million was primarily due to the
decrease in net income of $13.4 million.
As a result of the foregoing factors, we reported a net loss of $6.1
million in the three months ended March 31, 1999 versus net income of $3.3
million in the three months ended March 31, 1998.
Liquidity and Capital Resources
Historically, our cash and capital requirements have been satisfied through
cash generated from operating activities and borrowings under our primary credit
facilities.
Our liquidity and capital needs relate primarily to payment of principal
and interest on outstanding borrowings, the funding of capital expenditures, and
the funding of distributions to our sole shareholder to pay income taxes. These
needs also relate to working capital and other general corporate requirements,
including the incremental working capital needs anticipated in connection with
the potential termination of the Glencore tolling agreement in December 1999. We
are upgrading our management information systems, including hardware and
software, to a fully integrated enterprise resource planning system. We are
executing a transition to the SAP R/3 enterprise resource planning system.
Furthermore, we are subject to a number of contingencies and uncertainties,
including a potential income tax deficiency.
16
Our statement of cash flows for the periods indicated are summarized below:
Three Months Ended
March 31,
----------------------------
1998 1999
------------- ------------
Net cash used in operating activities................. $ (7,048) $ (17,365)
Net cash used in investing activities................. (3,131) (7,219)
Net cash provided by (used in) financing activities 8,928 371
Decrease in cash...................................... (1,251) (24,955)
Net cash used in operating activities was $7.0 million and $17.4 million
for the three months ended March 31, 1998 and 1999, respectively. Of the net
cash used in operating activities during the three months ended March 31, 1999,
$(1.5) million was attributable to our net loss, as adjusted for non-cash
charges. Also attributing was a decrease in accounts receivable and other assets
of $7.3 million and an increase in accrued expenses of $1.2 million, offset by
an increase in inventories of $5.8 million and a decrease in inter-company
payable and income taxes payable of $18.6 million. The increase in inventories
and decrease in accounts receivable was primarily due to the decrease in sales
activity during the quarter. The decrease in the inter-company payable was
primarily due to the return to standard terms of payments due Glencore from
Northwest Aluminum Company. The net cash provided by operating activities during
the three months ended March 31, 1998 was primarily attributable to a net loss,
as adjusted for non-cash charges, of $7.1 million, and an increase in income
taxes payable of $5.5 million, offset by an increase in inventories of $7.1
million and a decrease in accounts payable and accrued expenses of $12.5
million. The increase in income taxes payable was primarily due to positive net
income for the quarter.
Net cash used in investing activities was $7.2 million in the three months
ended March 31, 1999, compared to net cash used in investing activities of $3.1
million in the three months ended March 31, 1998. Cash used in investing
activities in the three months ended March 31, 1999 was primarily attributable
to capital expenditures of $7.4 million. Cash used in investing activities in
the three months ended March 31, 1998 was primarily to capital expenditures of
$3.1 million.
Net cash used in financing activities was $0.4 million in the three months
ended March 31, 1999 and net cash provided by financing activities was $8.9
million in the three months ended March 31, 1998. Net cash used in financing
activities in the three months ended March 31, 1998 was primarily attributable
to $9.2 million provided from net repayments on our credit facility.
On April 20, 1999 the Company publicly issued $150 million of 12% first
mortgage notes in a registered exchange offer. Each of the Company's direct or
indirect wholly-owned subsidiaries has jointly and severally guaranteed the
notes on a full and unconditional basis. No restrictions exist on the ability of
the subsidiary guarantors to make distributions to the Company, except, however,
the obligations of each subsidiary guarantor under its guarantee are limited to
the maximum amounts as will result in obligations of such guarantor under its
guarantee not
17
constituting a fraudulent conveyance or fraudulent transfer for purposes of
bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law (e.g. adequate capital to pay
dividends under corporate laws).
We believe cash flow from operations, available borrowings under our
revolving credit facility and cash on hand will provide adequate funds for our
foreseeable working capital needs, planned capital expenditures and debt service
and other obligations through 2000.
Seasonality and Inflation
Our results of operations can be affected by seasonal factors, such as
substantial increases in the cost of electricity in the fall and winter. We do
not believe inflation has had a material effect on the combined financial
statements for the periods presented.
Effect of Recently Issued Accounting Standards
In February 1999, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 135 ("SFAS No. 135"), Rescission of
Financial Accounting Standards Board No. 75 ("SFAS No. 75") and Technical
Corrections. SFAS No. 135 rescinds SFAS No. 75 and amends Statement of Financial
Accounting Standards Board No. 35. SFAS No. 135 also amends other existing
authoritative literature to make various technical corrections, clarify
meanings, or describe applicability under changed conditions. SFAS No. 135 is
effective for financial statements issued for fiscal years ending after February
15, 1999. We believe that the adoption of SFAS No. 135 will not have a
significant effect on our financial statements.
Year 2000 Compliance
The following is a discussion of our year 2000 compliance status.
Goldendale
Goldendale has reviewed its business and processing systems and determined
that the majority of its systems are already year 2000 compliant. Goldendale has
been working with a consultant and an internal committee of managers and
employees to address the scope of the year 2000 issue and implement any
necessary solutions. Although Goldendale believes the majority of its business
and processing systems are already year 2000 compliant, Goldendale is upgrading
its enterprise resource planning system. We have chosen ERP system software, and
we have begun evaluating the best implementation for our specific applications.
Goldendale has made, and will continue to update, inquiries of customers
and suppliers on which the operations of the business are critically dependent
to determine their year 2000 readiness. The analysis of the responses from
customers and suppliers received so far indicates substantial compliance with
year 2000 issues. In our assessment to date, there will not be a material affect
if there is a disruption in our relationships with vendors or suppliers, who are
not
18
year 2000 compliant. However, a contingency plan is being developed to deal with
the worst case scenario.
A contingency plan is being developed to deal with the worst case scenario,
and is due to be completed by mid-1999. The worst case scenario would include a
power interruption of more than four hours. Between four and twenty-four hours
of power outage, we would take every measure necessary to keep the cells from
solidifying. After twenty-four hours of power outage, it would be necessary to
make an orderly shut down of the facility. We have no back up, nor is it
feasible to obtain a back up, for our power source.
Goldendale's year 2000 compliance analysis to date has identified its
inventory system as year 2000 deficient. Goldendale is upgrading the ERP system
software and is also developing software upgrades to the present inventory
system in case the ERP system upgrade is delayed beyond January 1, 2000. Until
the upgrade is complete, Goldendale will continue to gather information and
assess the possibilities of disruption to its operations, liquidity, and
financial condition posed by the year 2000 problem.
In the last year, Goldendale has expended nearly $100,000 on its year 2000
review and had budgeted $3.5 million over the next two years to upgrade and
further integrate its business and process systems to maintain year 2000
compliance.
Northwest
Northwest has retained outside experts to review its year 2000 readiness
and make recommendations on how to become year 2000 compliant. To date,
Northwest's major business systems have been reviewed and tested for year 2000
compliance. The majority of all critical business systems are year 2000
compliant since the latest implementation of an SAP R/3 enterprise resource
planning system. The business systems included are sales, accounting,
purchasing, production, inventory management and plant maintenance. We have
completed about 90% of the testing of Northwest's remaining information
technology systems, including process systems, as well as the non-information
technology systems for year 2000 compliance. We have identified some of
Northwest's non-information technology systems as non-year 2000 compliant. We
have adopted a plan with varying priorities based on how critical the system is
and all critical systems will be in compliance by mid-1999. Some minor systems
may remain non-compliant but are not critical to business operation and will be
completed before year-end.
Northwest is making inquiries of its customers and suppliers to determine
the potential effect of their year 2000 readiness on its operations. To date,
Northwest has contacted all vendors/suppliers and found that most who are
non-compliant plan to be compliant by mid-1999. Quarterly updates have been
conducted and will continue through the remainder of the year. Alternatively,
critical supplies will be acquired to prevent, where possible, relationship
disruption from interfering with business operation. One critical raw material,
electricity, is sole sourced from the Bonneville Power Administration for
delivery and cannot be otherwise obtained. BPA has assured us that it is year
2000 compliant; however BPA does not guarantee an interruption-
19
free supply. Northwest is also making inquiries of its customers with the
initial review to be completed by mid-year.
Northwest is developing a contingency plan for year 2000 non-compliance by
vendors and customers. The plan completion date is mid-1999. The worst case
scenario would include a power interruption of more than four hours. Between
four and twenty-four hours of power outage, we would take every measure
necessary to keep the cells from solidifying. After twenty-four hours of power
outage, it would be necessary to make an orderly shut down of the facility. We
have no back up, nor is it feasible to obtain a back up, for our power source.
Over the past year, Northwest has spent approximately $2 million on its
year 2000 review and implementation of solutions to identified year 2000
problems. Many of those expenditures have been used to upgrade computer systems
and not solely to resolve potential year 2000 problems. Northwest expects to
spend another $500,000 to $2 million to complete its system upgrade and to
resolve its year 2000 compliance issues. A contingency plan is under development
to deal with a worst case year 2000 problem.
Employee Benefit Plan Matters
The qualified retirement plans of Northwest and Goldendale have been
reviewed by an outside consultant to determine whether those plans meet
discrimination and coverage requirements. The review was based on 1997 data we
supplied to the consultant, and we believe the data was reliable and complete
enough to produce reasonably accurate results. Based on its review, the
consultant concluded that the plans are in compliance by a narrow numerical
margin. The plans must satisfy the requirements each year.
We plan to conduct more testing before the end of 1999. Outcome of the
testing is difficult to predict because the test is complex and includes
employees of entities controlled by Brett Wilcox whose businesses are unrelated
to our business. We believe if the test is failed Northwest or Goldendale may be
able to redesign their plans to pass without material costs or adverse
consequences. Alternatively, the qualified retirement benefits for companies
other than Northwest or Goldendale may need to be enhanced. If those entities
are financially unable to implement such a remedy, the tax qualification under
Section 401(a) of the Internal Revenue Code of 1986 of the plans of Northwest
and Goldendale could be jeopardized. If a plan fails and the enhancement of
benefits of other entities is the necessary remedy, we believe the entities
responsible for those remedies will be able to provide adequate enhanced
benefits.
This section contains statements which constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements appear in a number of places in this section (see, for
example, "Overview," "Results of Operations," and "Liquidity and Capital
Resources"). Such statements can be identified by the use of forward looking
terminology such as "believes," "expects," "may," "estimates," "will," "should,"
"plans" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. Readers are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and
20
uncertainties, and that actual results may vary materially from those in the
forward-looking statements as a result of various factors. These factors include
the following:
o Our revenues and earnings are heavily affected by the price of primary
aluminum.
o Our substantial indebtedness could adversely affect our financial health
and prevent us from fulfilling our obligations under our first mortgage
notes.
o Despite our current indebtedness levels, we and our subsidiaries may still
be able to borrow more money.
o To service our indebtedness, we will require a significant amount of cash.
Our ability to generate cash depends on many factors beyond our control.
o Our obligation to repay the first mortgage notes is subordinate to other
lenders' rights to any collateral securing the lenders' loans to us.
Proceeds from the sale of the collateral will be used to pay those lenders
before they are used to repay the first mortgage notes.
o The terms of our indebtedness place several restrictions on our ability to
operate our business that could result in our inability to repay the notes.
o Federal and state environmental laws may decrease the value of the
collateral securing the first mortgage notes and may result in our lenders
being liable for environmental clean-up costs at our facility.
o Our smelters are based on a technology which is generally not used in the
design of newer smelters and our continued competitiveness depends on our
ability to operate efficiently.
o Large increases in the cost of electricity could have a material adverse
effect on us.
o We have been to date insulated from changes in the price of alumina because
of our tolling agreements with Hydro and Glencore. The loss of either of
these agreements would subject us to the risks associated with buying raw
materials on the open market.
o Our management is dependent on certain key personnel.
o Our business has been highly dependent on our tolling agreements for
revenue and any change in the status of these customers could have a
material adverse effect on our business.
o Our results could be materially affected if our customers', our suppliers'
or our own Year 2000 efforts fail to be completed in an accurate and timely
manner.
21
o Our workforce and the workforce of certain of our customers consist of
union employees. A strike could adversely effect our results.
Other factors include the effectiveness of management's strategies and
decisions, general economic and business conditions, developments in technology,
new or modified statutory or regulatory requirements, and changing prices and
market conditions. This section and the Company's registration statement on Form
S-4 (Commission File No. 333-72245) identify other factors that could cause such
differences. No assurance can be given that these are all of the factors that
could cause actual results to vary materially from the forward-looking
statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company manages interest rate risk through the strategic use of fixed
and variable interest rate debt and, to a limited extent, interest rate
derivatives. At March 31, 1999, the Company's derivative instrument consisted of
an interest rate swap agreement which expires in 2003 and effectively fixes the
Company's interest rate at 6.4% on a notional principal amount of $20.0 million
on the Company's floating rate long-term debt. The agreement requires quarterly
cash settlements for interest rate fluctuation outside of the fixed rate.
22
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are involved in a dispute with the Internal Revenue Service relating to
proposed adjustments in both Northwest Aluminum Company and Goldendale Aluminum
Company's taxable income for prior years. These adjustments could affect income
taxes in future years.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1 Articles of Incorporation of Registrant. Incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-4
(Commission File No. 333-72245).
3.2 Bylaws of Registrant. Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 (Commission File No.
333-72245).
4.1 Indenture, dated as of December 21, 1998, between Registrant, as
Issuer, Northwest Aluminum Specialties, Inc., Northwest Aluminum
Company, Northwest Aluminum Technologies, LLC, Goldendale Holding
Company, and Goldendale Aluminum Company, as Guarantors, and U.S.
Trust Company, N.A., as Trustee. Incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-4 (Commission
File No. 333-72245).
4.2 Credit Agreement, dated December 21, 1998, among the Financial
Institutions named therein, BancBoston, N.A., as Administrative Agent,
U.S. Bank National Association, as Documentation Agent, Northwest
Aluminum Company, Northwest Aluminum Specialties, Inc., Goldendale
Aluminum Company, and Northwest Aluminum Technologies, as amended by
the Agreement and Amendment No. 1, dated as of January 21, 1999.
Incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-72245).
4.3 Agreement and Amendment No. 2, dated May 14, 1999, by and among the
Financial Institutions named therein, BankBoston, N.A., as
Administrative Agent, U.S. Bank National Association, as Documentation
Agent, Northwest Aluminum Company, Northwest Aluminum Specialties,
Inc., Goldendale Aluminum Company, and Northwest Aluminum
Technologies, to Credit Agreement, dated December 21, 1998, as amended
by the Agreement and Amendment No. 1, dated as of January 21, 1999.
4.4 Registration Rights Agreement, dated as of December 21, 1998, by and
among the Registrant, the Subsidiary Guarantors party to this
Agreement; and BancBoston Robertson Stephens Inc., and Libra
Investments, Inc. Incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-4 (Commission File No.
333-72245).
23
4.5 Certificate of Incorporation of Goldendale Holding Company.
Incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-72245).
10.1 Agreement to Toll Convert Alumina into Aluminum, dated May 22, 1996,
between Hydro Aluminum Louisville, Inc., and Goldendale Aluminum
Company. (Confidential treatment of portions of this document has been
requested. The information omitted from this exhibit has been filed
with the Commission.) Incorporated by reference to Exhibit 10.1 to the
Registrant's Registration Statement on Form S-4 (Commission File No.
333-72245).
10.2 First Amendment to Agreement to Toll Convert Alumina into Aluminum,
dated December 21, 1998. Incorporated by reference to Exhibit 10.2 to
the Registrant's Registration Statement on Form S-4 (Commission File
No. 333-72245).
10.3 Aluminum Toll Conversion Agreement between Clarendon Ltd. and
Northwest Aluminum Company, dated September 15, 1986. (Confidential
treatment of portions of this document has been requested. The
information omitted from this exhibit has been filed with the
Commission.) Incorporated by reference to Exhibit 10.3 to the
Registrant's Registration Statement on Form S-4 (Commission File No.
333-72245).
10.4 Amendment No. 1 to Aluminum Toll Conversion Agreement, dated as of May
4, 1988. (Confidential treatment of portions of this document has been
requested. The information omitted from this exhibit has been filed
with the Commission.) Incorporated by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-4 (Commission File No.
333-72245).
10.5 Extension and Amendment Agreement, dated as of October 1, 1991.
(Confidential treatment of portions of this document has been
requested. The information omitted from this exhibit has been filed
with the Commission.) Incorporated by reference to Exhibit 10.5 to the
Registrant's Registration Statement on Form S-4 (Commission File No.
333-72245).
10.6 Option to Extend 1986 Amended Toll Agreement, dated as of March 1,
1992. Incorporated by reference to Exhibit 10.6 to the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-72245).
10.7 Letter, from Glencore Ltd., exercising Option to Extend, dated
September 21, 1994. Incorporated by reference to Exhibit 10.7 to the
Registrant's Registration Statement on Form S-4 (Commission File No.
333-72245).
10.8 Tax Indemnification Agreement, dated as of December 21, 1998, between
Registrant, Northwest Aluminum Company, Northwest Aluminum
Specialties, Inc., and Brett E. Wilcox. Incorporated by reference to
Exhibit 10.8 to the Registrant's Registration Statement on Form S-4
(Commission File No. 333-72245).
24
10.9 General Transmission Agreement, dated April 7, 1995, executed by the
United States of America Department of Energy acting by and through
the Bonneville Power Administration and Northwest Aluminum Company.
Incorporated by reference to Exhibit 10.9 to the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-72245).
10.10 Power Sale Agreement, dated September 28, 1995, between the United
States of America Department of Energy acting by and through the
Bonneville Power Administration and Northwest Aluminum Company.
Incorporated by reference to Exhibit 10.10 to the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-72245).
10.11 Voting Agreement dated May 17, 1996, by Brett Wilcox for the benefit
of the United Steelworkers of America, Local 8147. Incorporated by
reference to Exhibit 10.11 to the Registrant's Registration Statement
on Form S-4 (Commission File No. 333- 72245).
10.12 General Transmission Agreement, dated May 4, 1995, executed by the
United States of America Department of Energy acting by and through
the Bonneville Power Administration and Columbia Aluminum Company.
Incorporated by reference to Exhibit 10.12 to the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-72245).
10.13 Power Sales Agreement, dated September 18, 1995, executed by the
United States of America Department of Energy acting by and through
the Bonneville Power Administration and Columbia Aluminum Company.
Incorporated by reference to Exhibit 10.13 to the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-72245).
10.14 Cancelable Swap Agreement, dated January 21, 1999, between Goldendale
Aluminum Company and BankBoston, N.A. Incorporated by reference to
Exhibit 10.14 to the Registrant's Registration Statement on Form S-4
(Commission File No. 333-72245).
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the period.
25
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN NORTHWEST ALUMINUM, INC.
NORTHWEST ALUMINUM COMPANY
NORTHWEST ALUMINUM SPECIALTIES, INC.
NORTHWEST ALUMINUM TECHNOLOGIES, LLC
Date: May 17, 1999 By: WILLIAM R. REID
-------------------------- -------------------------------------
William R. Reid
Chief Accounting Officer
GOLDENDALE HOLDING COMPANY
GOLDENDALE ALUMINUM COMPANY
Date: May 17, 1999 By: JESSIE CASSWELL
-------------------------- -------------------------------------
Jessie Casswell
Chief Accounting Officer
26