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 September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 333-72245
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 [X] NO [ ]
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 November 12, 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. Employer
Commission file incorporation Identification
Company number or 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
(In thousands, except share data)
ASSETS
December 31, September 30,
1998 1999
-------------- --------------
(unaudited)
Current assets:
Cash and cash equivalents.............................................. $ 37,633 $ 5,056
Trade accounts receivable, less allowance for doubtful accounts of
$100................................................................ 48,164 51,836
Current portion of receivable due from related company................. 2,126 2,656
Inventories............................................................ 55,083 60,391
Prepaid expenses....................................................... 786 720
Deferred income taxes.................................................. 1,494 1,870
-------------- --------------
Total current assets.......................................... 145,286 122,529
-------------- --------------
Property, plant and equipment, net..................................... 117,761 131,232
Power project assets held for sale................................. 543 543
Goodwill, net of accumulated amortization of $12,531 and $16,091............ 88,140 84,580
Advances to shareholder..................................................... 2,000 2,000
Receivable due from related company, less current portion.............. 2,826 2,141
Net other assets, less allowance for doubtful account of $900.......... 9,572 9,914
-------------- --------------
$ 366,128 $ 352,939
============== ==============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt...................................... $ - $ -
Trade accounts payable................................................. 41,035 35,785
Accrued expenses....................................................... 19,598 23,740
Income taxes payable................................................... 5,361 7,618
-------------- --------------
Total current liabilities..................................... 65,994 67,143
-------------- --------------
Long-term debt, less current portion................................... 170,000 170,000
Deferred income taxes.................................................. 9,965 9,121
Deferred compensation.................................................. 1,734 1,457
Other long-term liabilities............................................ 1,741 1,803
Dividends payable...................................................... 9,515 12,252
-------------- --------------
Total liabilities............................................. 258,949 261,776
-------------- --------------
Commitments and Contingencies (Notes 5, 6 and 7)
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 (accumulated deficit)................................ 12,012 (4,004)
-------------- --------------
Total shareholder's equity.................................... 77,516 61,500
-------------- --------------
$ 366,128 $ 352,939
============== ==============
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 September 30 Nine months Ended September 30,
------------------------------- -------------------------------
1998 1999 1998 1999
-------------- -------------- -------------- --------------
(in thousands, except share data)
Revenues...................................$ 113,528 $ 112,718 $ 360,035 $ 323,065
Cost of revenues........................... 106,289 105,791 329,917 311,121
-------------- -------------- -------------- --------------
Gross margin............................... 7,239 6,927 30,118 11,944
General and administrative expenses........ 5,052 2,929 12,087 10,215
-------------- -------------- -------------- --------------
Operating income (loss).................... 2,187 3,998 18,031 1,729
-------------- -------------- -------------- --------------
Other income (expense):
Interest expense........................ (4,139) (5,574) (11,251) (16,836)
Other income, net....................... 692 82 1,540 607
-------------- -------------- -------------- --------------
Net other expense.......................... (3,447) (5,492) (9,711) (16,229)
-------------- -------------- -------------- --------------
Income (loss) before income taxes.......... (1,260) (1,494) 8,320 (14,500)
Income tax expense (benefit)............... 580 846 4,685 (1,219)
-------------- -------------- -------------- --------------
Net income (loss)..........................$ (1,840) $ (2,340) $ 3,635 $ (13,281)
============== ============== ============== ==============
Net income (loss)..........................$ (1,840) $ (2,340) $ 3,635 $ (13,281)
Dividends accrued on preferred stock
of subsidiary............................ (912) (911) (2,737) (2,737)
-------------- -------------- -------------- --------------
Net income (loss) available to common
shareholder..............................$ (2,752) $ (3,251) $ 898 $ (16,018)
============== ============== ============== ==============
Earnings (loss) per share - basic and diluted:
Net income (loss) available to common
shareholder .............................$ (2,752) $ (3,251) $ 898 $ (16,018)
============== ============== ============== ==============
Net income (loss) per share of common
stock.....................................$ (2,752) $ (3,251) $ 898 $ (16,018)
============== ============== ============== ==============
Weighted average shares of common stock
outstanding.............................. 1,000 1,000 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
Nine Months Ended September 30,
-------------------------------
1998 1999
------------- -------------
(in thousands)
Cash flows from operating activities:
Net income (loss)................................................. $ 3,635 $ (13,281)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation and amortization................................... 13,956 16,271
Amortization of financing costs................................ 619 784
Loss on disposal of assets...................................... 78 11
Deferred income taxes........................................... 2,474 (1,220)
Change in assets and liabilities, net of effect of acquisition:
Trade accounts receivable..................................... 13,743 (3,672)
Inventories................................................... (1,422) (5,308)
Prepaid expenses.............................................. (212) 66
Other assets.................................................. 837 (2,118)
Trade accounts payable........................................ (13,595) (5,250)
Accrued expenses.............................................. (2,900) (3)
Intercompany payable......................................... - 4,145
Income taxes payable......................................... (739) 2,257
Other liabilities............................................ 426 64
------------- -------------
Net cash provided by (used in) operating activities 16,900 (7,254)
------------- -------------
Cash flows from investing activities:
Acquisition of property, plant and equipment (12,809) (26,218)
Payments from related company...................................... (240) 1,733
Proceeds from sale of equipment.................................... - 25
------------- -------------
Net cash used in investing activities................................ (13,049) (24,460)
------------- -------------
Cash flows from financing activities:
Borrowings under revolving credit facilities....................... 237,000 31,733
Repayments under revolving credit facilities....................... (230,762) (28,625)
Principal repayments of term loan facilities....................... (9,404) (17,472)
Contribution of capital............................................ 130 -
Borrowings from parent............................................. - 14,364
Deferred finance costs............................................. - (586)
Principal payments on deferred compensation notes.................. (944) (277)
------------- -------------
Net cash used in financing activities................................ (3,980) (863)
------------- -------------
Net decrease in cash and cash equivalents............................ (129) (32,577)
Cash and cash equivalents, beginning of period....................... 1,251 37,633
------------- -------------
Cash and cash equivalents, end of period............................. $ 1,122 $ 5,056
============= =============
Supplemental Disclosure 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
(Unaudited) (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 (defined below)
consolidated financial statements; accordingly, it is 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 and nine-month periods ended
September 30, 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 contributed all of the issued and outstanding shares of common stock
of Goldendale and Northwest
6
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Dollars in thousands, except prices
and per share amounts)
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 September 30, 1999 is $4,145 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 June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the object of which is
to match the timing of gain or loss recognition on the hedging derivative with
the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company is currently analyzing the financial
impact (if any) the adoption of SFAS No. 133 will have on its financial
statements.
4. Inventories
Inventories consist of the following:
December 31, September 30,
1998 1999
------------ ------------
Purchased metals and tolling in process................ $ 33,047 $ 39,165
Supplies and alloys.................................... 12,558 12,875
Carbon plant materials................................. 5,793 4,765
Alumina................................................ 3,685 3,586
----------- ------------
$ 55,083 $ 60,391
=========== ============
7
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Dollars in thousands, except prices
and per share amounts)
5. Long-term Debt
Long-term debt consists of the following:
December 31, September 30,
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
(Unaudited) (Dollars in thousands, except prices
and per share amounts)
In December 1998, the Company entered into a $75 million bank revolving
credit facility, which matures on December 20, 2003 and is collateralized by
inventory, accounts receivable and related intangibles, including a security
interest in the Company's tolling agreements. 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 September 30, 1999. There were
no amounts outstanding under this credit facility at December 31, 1998 and
September 30, 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 (7.104% at September 30, 1999)
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.
At September 30, 1999, the Company had a liability of approximately $1,803
($1,741 at December 31, 1998) for estimated environmental remediation activities
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
9
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Dollars in thousands, except prices
and per share amounts)
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 noncancellable
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.
Goldendale Aluminum Company is currently appealing the proposed change in
accounting method initiated by the IRS and believes that it has various
meritorious defenses. However, at September 30, 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. 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.
Northwest Aluminum Company has reached an agreement with the IRS to capitalize
certain expenditures. The sole shareholder of the Company will incur additional
taxes and interest associated with this agreement. It is the Company's intention
to reimburse the shareholder for such amounts, in the form of a dividend. The
Company estimates that the dividend distribution for payment of taxes and
interest will range from $1.8 to $2.0 million. The Company intends to use funds
available under its current financing arrangements and funds generated from
operations to pay any amounts ultimately assessed.
8. Supplemental Disclosures of Cash Flow Information
Supplemental disclosures of cash flow information is as follows:
Nine Months Ended September 30,
-------------------------------
1998 1999
------------- -------------
Cash paid during the period for:
Interest....................................................... $ 11,281 $ 11,967
Income taxes................................................... 2,900 --
Non-cash investing and financing activities:
Dividends accrued on preferred stock........................... 2,737 2,737
10
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Dollars in thousands, except prices
and per share amounts)
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:
Northwest Aluminum Company and Northwest Aluminum Specialties, Inc.
Nine Months Ended
September 30,
-------------------------------
1998 1999
------------- -------------
(unaudited)
Condensed Statement of Operations
Revenues:
Customers..................................... $ 224,160 $ 201,493
Parent and related companies.................. 239 330
------------- -------------
224,399 201,823
Cost of revenues................................ 213,226 194,764
General and administrative expenses............. 6,272 4,229
------------- -------------
Operating income................................ 4,901 2,830
Net other income (expense)...................... (5,542) (6,923)
------------- -------------
Net loss........................................ $ (641) $ (4,093)
============= =============
Condensed Balance Sheet
Current assets.................................. $ 76,177 $ 78,512
Non-current assets.............................. 45,841 42,127
------------- -------------
Total assets.................................. $ 122,018 $ 120,639
============= =============
Current liabilities............................. $ 33,288 $ 41,460
Non-current liabilities......................... 69,473 66,856
Shareholder's equity............................ 19,257 12,323
------------- -------------
Total liabilities and shareholder's equity.... $ 122,018 $ 120,639
============= =============
11
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Dollars in thousands, except prices
and per share amounts)
Goldendale Holding Company and Subsidiary
Nine Months Ended
September 30,
--------------------------------
1998 1999
-------------- --------------
(unaudited)
Condensed Statement of Operations
Revenues:
Customers..................................... $ 135,636 $ 121,572
Parent and related companies.................. - 214
-------------- --------------
135,636 121,786
Cost of revenues............................... 116,691 117,546
General and administrative expenses............ 5,815 5,772
-------------- --------------
Operating income (loss)........................ 13,130 (1,532)
Net other income (expense)..................... (4,023) (5,289)
Income tax expense (benefit)................... 4,685 (1,219)
-------------- --------------
Net income (loss).............................. $ 4,422 $ (5,602)
============== ==============
Condensed Balance Sheet
Current assets................................. $ 38,031 $ 44,773
Non-current assets............................. 172,176 181,298
-------------- --------------
Total assets.................................. $ 210,207 $ 226,071
============== ==============
Current liabilities............................ $ 39,203 $ 39,476
Non-current liabilities........................ 73,579 132,614
Shareholder's equity........................... 97,425 53,981
-------------- --------------
Total liabilities and shareholders' equity.... $ 210,207 $ 226,071
============== ==============
12
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 $.68 per pound and the timing and duration of any change in
aluminum prices is uncertain. The average three-month LME price per pound of
aluminum for the nine months ended September 30, 1999 was $.61. We believe our
cash flow and earnings in the near term will be significantly lower than amounts
reported for comparable prior periods due primarily to the delayed effect of
changes in LME prices caused by our tolling agreements.
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 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
13
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 and the nine months ended September
30, 1998 and 1999.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ -------------------------
1998 1999 1998 1999
---------- ---------- ---------- ----------
Revenues........................................ 100.0% 100.0% 100.0% 100.0%
Cost of revenues................................ 93.6% 93.9% 91.6% 96.3%
---------- ---------- ---------- ----------
Gross margin.................................... 6.4% 6.1% 8.4% 3.7%
General and administrative expenses............. 4.5% 2.6% 3.4% 3.2%
---------- ---------- ---------- ----------
Operating income................................ 1.9% 3.5% 5.0% .5%
Interest expense................................ (3.6)% (4.9)% (3.1)% (5.2)%
Other income (expense), net..................... 0.6% 0.1% 0.4% 0.2%
---------- ---------- ---------- ----------
Net other expenses.............................. (3.0)% (4.8)% (2.7)% (5.0)%
---------- ---------- ---------- ----------
Income (loss) before income taxes............... (1.1)% (1.3)% 2.3% (4.5)%
Income tax expense (benefit).................... .5% .8% 1.3% (.4)%
---------- ---------- ---------- ----------
Net income (loss)............................... (1.6)% (2.1)% 1.0% (4.1)%
---------- ---------- ---------- ----------
Three Months and Nine Months Ended September 30, 1998 Compared to Three Months
and Nine Months Ended September 30, 1999
Primary aluminum production under our tolling contracts increased from
129.7 million pounds for the three months ended September 30, 1998 to 133.5
million pounds for the three months ended September 30, 1999. During the
nine-month periods ended September 30, primary aluminum production decreased
from 395.3 million pounds in 1998 to 393.4 million pounds in 1999. These changes
in production levels were due primarily to the cyclical nature of our cell
relining activity. Shipments of non-tolled value-added aluminum products were
67.7 million pounds for the three months ended September 30, 1998 and September
30, 1999. For the nine-month periods ended September 30, shipments of non-tolled
value-added aluminum products were 203.2 million pounds for 1998 and 197.0
million pounds for 1999. The decrease in shipments of non-tolled value-added
products for the nine-month periods ended September 30 resulted primarily from
the softening of the commodity billet market during the first quarter of 1999.
Revenues decreased from $113.5 million to $112.7 million for the three
months ended September 30, 1998 and 1999, respectively, and decreased from
$360.0 million to $323.1 million for the nine months ended September 30, 1998
and 1999, respectively. Revenues from tolling contracts decreased from $63.0
million to $61.8 million for the three months ended September 30, 1998 and 1999,
respectively, and decreased from $204.3 million to $177.3 million for the nine
months ended September 30, 1998 and 1999, respectively. These decreases were due
primarily to
14
the decrease in market aluminum prices and the decrease in production levels in
the first quarter of 1999. Sales of non-tolled value-added products were $50.5
million and $51.0 million for the three months ended September 30, 1998 and
1999, respectively, and were $155.7 million and $145.8 million for the nine
months ended September 30, 1998 and 1999, respectively. The decrease in the
sales of non-tolled value-added products was 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 $7.2 million to $6.9 million for the three
months ended September 30, 1998 and 1999, respectively, a decrease of 4%, and
decreased from $30.1 million to $11.9 million for the nine months ended
September 30, 1998 and 1999, respectively, a decrease of 60%. As a percentage of
revenues, for the three-month periods ended September 30, gross margin declined
from 6.3% in 1998 to 6.1% in 1999, and declined from 8.4% in 1998 to 3.7% for
1999 for the nine-month periods ended September 30, 1998 and 1999, respectively.
Gross margin declined primarily due to the decrease in market prices of
aluminum, and an increase in the estimated cost for spent pot liner removal of
$1.0 million, offset by a decrease in the cost of electricity as a result of
selling one of our power contracts for $3.5 million.
General and administrative expenses decreased from $5.0 million to $2.9
million for the three-month periods ended September 30, 1998 and 1999,
respectively. These expenses decreased from $12.0 million to $10.2 million for
the nine-month periods ended September 30, 1998 and 1999, respectively. As a
percentage of revenues, general and administrative expenses decreased from 4.4%
to 2.6% for the three-month periods and from 3.3% to 3.2 % for the nine-month
periods. These changes were due primarily to the inclusion of a write-off of an
account receivable of $1.2 million in 1998.
Interest expense increased from $4.2 million to $5.5 million, or 31%, for
the three months ended September 30, 1998 and 1999, respectively, and increased
from $11.3 million to $16.8 million, or 49%, for the nine months ended September
30, 1998 and 1999, respectively. 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 increased from $0.6 million for the three months ended
September 30, 1998 to $0.9 million for the three months ended September 30,
1999. Income tax expense decreased from $4.7 million for the nine months ended
September 30, 1998 to an income tax benefit of $1.2 million for the nine months
ended September 30, 1999. These changes were due primarily to changes in net
income.
As a result of the foregoing factors, we reported a net loss of $2.4
million in the three months ended September 30, 1999 versus a net loss of $1.9
million in the three months ended September 30, 1998. For the nine months ended
September 30, 1999, we reported a net loss of $13.3 million, versus net income
of $3.6 million for the nine months ended September 30, 1998.
15
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
have upgraded our management information systems, including hardware and
software, 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.
Our statement of cash flows for the periods indicated are summarized below:
Nine Months Ended
September 30,
1998 1999
-----------------------------
(In thousands)
Net cash provided by (used in) operating activities $ 16,900 $ (7,254)
Net cash used in investing activities (13,049) (24,460)
Net cash used in investing activities (3,980) (863)
Decrease in cash (129) (32,577)
Net cash provided by operating activities was $16.9 million for the nine
months ended September 30, 1998, and the net cash used in operating activities
was $7.3 million for the nine months ended September 30, 1999. Of the net cash
used in operating activities during the nine months ended September 30, 1999,
$11.0 million was attributable to an increase in accounts receivable,
inventories and other assets, and a decrease in accounts payable and accrued
expenses of $5.3 million. These were offset by a positive impact of $2.6 million
attributable to our net loss, adjusted for non-cash charges, and an increase in
intercompany payable and income taxes payable of $6.4 million. The increase in
inventories was primarily due to inventories at warehouses being established or
increased for better availability of product to customers and to alleviate rail
transportation problems. The decrease in accounts payable was primarily
attributable to the return to standard terms of payments due Glencore from
Northwest Aluminum Company. The net cash provided by operating activities during
the nine months ended September 30, 1998 was primarily attributable to net
income, as adjusted for non-cash charges, of $20.8 million, and a decrease in
accounts receivable of $13.7 million. This was offset by an increase in
inventories and other assets of $0.8 million and a decrease in accounts payable,
accrued expenses and income taxes payable of $16.8 million.
Net cash used in investing activities was $24.5 million in the nine months
ended September 30, 1999, compared to net cash used in investing activities of
$13.0 million in the nine months ended September 30, 1998. Cash used in
investing activities in the nine months ended
16
September 30, 1999 was primarily attributable to capital expenditures of $26.2
million. Cash used in investing activities in the nine months ended September
30, 1998 was primarily attributable to capital expenditures of $12.8 million.
Net cash used in financing activities was $0.9 million in the nine months
ended September 30, 1999 and net cash used in financing activities was $4.0
million in the nine months ended September 30, 1998. Net cash used in financing
activities in the nine months ended September 30, 1999 was primarily
attributable to a reduction of deferred finance costs and payments of principal
on deferred compensation notes. Net cash used in financing activities in the
nine months ended September 30, 1998 was primarily attributable to $3.1 million
of 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 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 June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the object of which is
to match the timing of gain or loss recognition on the hedging derivative with
the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company is currently analyzing the financial
impact (if any) the adoption of SFAS No. 133 will have on its financial
statements.
17
Year 2000 Compliance
The Company retained outside experts to review its year 2000 readiness and
make recommendations on year 2000 compliance issues, The Company's major
business systems have been reviewed and tested for year 2000 compliance. All
critical business systems are year 2000 compliant with the 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 100% of the testing of the Company'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 the Company's non-information technology systems as non-year 2000
compliant. We adopted a plan with varying priorities based on how critical the
system is and all critical systems are in compliance or are year 2000 ready.
Some minor systems may remain non-compliant but are not critical to business
operation and will be completed before year-end. An audit by outside experts
confirmed our year 2000 readiness.
The Company has made inquiries of its customers and suppliers to determine
the potential effect of their year 2000 readiness on its operations. The Company
has contacted all vendors and suppliers and believes that most are compliant.
Quarterly updates have been conducted and will continue through the remainder of
the year. All vendors identified as critical are either compliant or alternate
vendors have been identified. 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-free supply. The Company has also made inquiries
of its customers. The initial review has been completed and indicates all
critical customers are addressing the year 2000 issue.
The Company has developed a contingency plan for year 2000 non-compliance
by vendors and customers. 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, the implementation of solutions to identified year 2000
problems and to upgrade computer systems. Many of those expenditures have been
used to upgrade computer systems and not solely to resolve potential year 2000
problems. The Company expects to spend another $500,000 to complete its system
upgrade.
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.
Forward-looking Statements
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
18
"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 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 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 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.
o Our workforce and the workforce of certain of our customers consist of
union employees. A strike could adversely effect our results.
19
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 September 30, 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.
20
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Goldendale is involved in a dispute with the Internal Revenue Service
relating to proposed adjustments in its taxable income for prior years. These
adjustments could affect income taxes in future years. In August 1999, Northwest
settled a similar dispute with the IRS. Northwest has agreed to capitalize
certain expenditures for prior years. As a result, the Company expects to pay a
dividend to its shareholder for payment of these taxes that will range from $1.8
to $2.0 million.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the period.
21
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: November 15, 1999 By: WILLIAM R. REID
---------------------------------
William R. Reid
Chief Accounting Officer
GOLDENDALE HOLDING COMPANY
GOLDENDALE ALUMINUM COMPANY
Date: November 15, 1999 By: JESSIE CASSWELL
---------------------------------
Jessie Casswell
Chief Accounting Officer
22
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule