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 June 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 August 12, 1999
----- ------------------------------
Common Stock 1,000
<PAGE>
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.:
<TABLE>
<CAPTION>
State of I.R.S. Employer
Commission file incorporation Identification
Company number or organization Number
- ------------------------------------ --------------- --------------- ---------------
<S> <C> <C> <C>
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
</TABLE>
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
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
December 31, June 30,
1998 1999
--------------- ---------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents.............................................. $ 37,633 $ 2,054
Trade accounts receivable, less allowance for doubtful
accounts of $1,000................................................... 47,264 48,908
Current portion of receivable due from related company................. 2,126 3,383
Inventories............................................................ 55,083 60,952
Prepaid expenses....................................................... 786 858
Deferred income taxes.................................................. 1,494 1,810
Total current assets.......................................... 144,386 117,965
--------------- ---------------
Property, plant and equipment, net..................................... 117,761 125,623
Power project assets held for sale..................................... 543 543
Goodwill, net of accumulated amortization of $12,531 and $14,904....... 88,140 85,766
Advances to shareholder................................................ 2,000 2,000
Receivable due from related company, less current portion.............. 2,826 1,799
Other assets, net...................................................... 10,472 9,608
--------------- ---------------
$ 366,128 $ 343,304
=============== ===============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt...................................... $ - $ -
Trade accounts payable................................................. 41,035 33,014
Accrued expenses....................................................... 19,598 15,367
Income taxes payable................................................... 5,361 7,618
Total current liabilities..................................... 65,994 55,999
--------------- ---------------
Long-term debt, less current portion................................... 170,000 170,000
Deferred income taxes.................................................. 9,965 8,215
Deferred compensation.................................................. 1,734 1,554
Other long-term liabilities............................................ 1,741 1,782
Dividends payable...................................................... 9,515 11,340
Total liabilities............................................. 258,949 248,890
--------------- ---------------
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 (753)
Total shareholder's equity.................................... 77,516 64,751
--------------- ---------------
$ 366,128 $ 343,304
=============== ===============
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months ended June 30, Six Months Ended June 30,
---------------------------------- ----------------------------------
1998 1999 1998 1999
-------------- -------------- -------------- --------------
(in thousands, except share data)
<S> <C> <C> <C> <C>
Revenues.................................. $ 117,791 $ 107,506 $ 246,507 $ 210,347
Cost of revenues.......................... 107,373 103,773 223,628 205,330
-------------- -------------- -------------- --------------
Gross margin.............................. 10,418 3,733 22,879 5,017
General and administrative expenses....... 3,621 3,614 7,035 7,286
-------------- -------------- -------------- --------------
Operating income (loss)................... 6,797 119 15,844 (2,269)
-------------- -------------- -------------- --------------
Other income (expense):
Interest expense....................... (3,450) (5,342) (7,112) (11,262)
Other income, net...................... 839 198 848 525
-------------- -------------- -------------- --------------
Net other expense......................... (2,611) (5,144) (6,264) (10,737)
-------------- -------------- -------------- --------------
Income (loss) before income taxes......... 4,186 (5,025) 9,580 (13,006)
Income tax expense (benefit).............. 1,999 (151) 4,105 (2,065)
-------------- -------------- -------------- --------------
Net income (loss)......................... $ 2,187 $ (4,874) $ 5,475 $ (10,941)
============== ============== ============== ==============
Net income (loss)......................... $ 2,187 $ (4,874) $ 5,475 $ (10,941)
Dividends accrued on preferred stock
of subsidiary.......................... (912) (912) (1,824) (1,824)
-------------- -------------- -------------- --------------
Net income (loss) available to common
shareholder............................ $ 1,275 $ (5,786) $ 3,651 $ (12,765)
============== ============== ============== ==============
Earnings (loss) per share - basic
and diluted:
Net income (loss) available to common
shareholder............................ $ 1,275 $ (5,786) $ 3,651 $ (12,765)
============== ============== ============== ==============
Net income (loss) per share of
common stock........................... $ 1,275 $ (5,786) $ 3,651 $ (12,765)
============== ============== ============== ==============
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.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
Six Months Ended June 30,
-------------------------------
1998 1999
------------- -------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)............................................ $ 5,475 $ (10,941)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation and amortization.............................. 9,884 11,369
Loss on disposal of assets................................. - (14)
Deferred income taxes...................................... 1,925 (2,066)
Change in assets and liabilities, net of effect
of acquisition:
Trade accounts receivable................................ 6,393 (1,644)
Inventories.............................................. (1,586) (5,869)
Prepaid expenses......................................... (277) (72)
Other assets............................................. (2,080) (792)
Trade accounts payable................................... (13,342) (8,021)
Accrued expenses......................................... (3,289) (6,000)
Intercompany payable.................................... - 1,769
Income taxes payable.................................... (722) 2,257
Other liabilities....................................... 42 42
------------- -------------
Net cash provided by (used in) operating activities ............ 2,423 (19,982)
------------- -------------
Cash flows from investing activities:
Acquisition of property, plant and equipment ................. (9,140) (16,309)
Payments from related company................................. - 1,478
------------- -------------
Net cash used in investing activities........................... (9,140) (14,831)
------------- -------------
Cash flows from financing activities:
Borrowings under revolving credit facilities.................. 168,865 31,733
Repayments under revolving credit facilities.................. (155,074) (28,625)
Principal repayments of term loan facilities.................. (7,654) (17,472)
Contribution of capital....................................... 50 -
Borrowings from parent........................................ - 14,364
Deferred finance costs........................................ (50) (586)
Principal payments on deferred compensation notes............. (428) (180)
------------- -------------
Net cash provided by (used in) financing activities ............ 5,709 (766)
------------- -------------
Net decrease in cash and cash equivalents....................... (1,008) (35,579)
Cash and cash equivalents, beginning of period.................. 1,251 37,633
------------- -------------
Cash and cash equivalents, end of period........................ $ 243 $ 2,054
============= =============
Supplemental Disclosure of Cash Flow Information
(See Note 8)
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
</TABLE>
5
<PAGE>
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 (defined below)
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 and six-month periods ended June 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 and 100% of his membership interest in Technologies
to the Company. The transaction was
6
<PAGE>
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
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 June 30, 1999 is $1,769 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 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:
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
----------- -----------
<S> <C> <C>
Purchased metals and tolling in process................ $ 33,047 $ 40,218
Supplies and alloys.................................... 12,558 13,241
Carbon plant materials................................. 5,793 3,870
Alumina................................................ 3,685 3,623
----------- -----------
$ 55,083 $ 60,952
=========== ===========
</TABLE>
7
<PAGE>
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:
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
----------- -----------
<S> <C> <C>
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
=========== ===========
</TABLE>
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
<PAGE>
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, 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 June 30, 1999. There were no
amounts outstanding under this credit facility at December 31, 1998 and June 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 (7.014% at June 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 June 30, 1999, the Company had a liability of approximately $1,782
($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
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.
9
<PAGE>
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
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 June 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. 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.
8. Supplemental Disclosures of Cash Flow Information
Supplemental disclosures of cash flow information is as follows:
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------------
1998 1999
------------- -------------
<S> <C> <C>
Cash paid during the period for:
Interest........................................... $ 7,372 $ 11,281
Income taxes....................................... 2,900 --
Non-cash investing and financing activities:
Dividends accrued on preferred stock............... 1,824 1,824
</TABLE>
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
10
<PAGE>
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except prices and per share amounts)
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.
<TABLE>
<CAPTION>
Six Months Ended
March 31,
------------------------------
1998 1999
------------- -------------
(unaudited)
<S> <C> <C>
Condensed Statement of Operations
Revenues:
Customers..................................... $ 152,204 $ 132,898
Parent and related companies.................. 154 212
------------- -------------
152,358 133,110
Cost of revenues................................ 144,786 127,541
General and administrative expenses............. 3,435 2,892
------------- -------------
Operating income................................ 4,137 2,677
Net other income (expense)...................... (3,815) (4,517)
Net income (loss)............................... $ 322 $ (1,840)
============= =============
Condensed Balance Sheet
Current assets.................................. $ 86,317 $ 79,912
Non-current assets.............................. 47,499 41,605
Total assets.................................. $ 133,816 $ 121,517
============= =============
Current liabilities............................. $ 39,061 $ 40,085
Non-current liabilities......................... 74,534 66,856
Shareholder's equity............................ 20,221 14,576
------------- -------------
Total liabilities and shareholder's equity.... $ 133,816 $ 121,517
============= =============
</TABLE>
11
<PAGE>
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
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------
1998 1999
------------- -------------
(unaudited)
<S> <C> <C>
Condensed Statement of Operations
Revenues:
Customers..................................... $ 93,995 $ 77,449
Parent and related companies.................. - -
------------- -------------
93,995 77,449
Cost of revenues............................... 78,280 78,645
General and administrative expenses............ 3,600 3,649
------------- -------------
Operating income (loss)........................ 12,115 (4,845)
Net other income (expense)..................... (2,759) (3,428)
Income tax expense (benefit)................... 4,105 (2,065)
------------- -------------
Net income (loss).............................. $ 5,251 $ (6,208)
============= =============
Condensed Balance Sheet
Current assets................................. $ 35,735 $ 42,601
Non-current assets............................. 173,160 176,481
Total assets.................................. $ 208,895 $ 219,082
============= =============
Current liabilities............................ $ 33,800 $ 33,924
Non-current liabilities........................ 105,590 130,872
Shareholder's equity........................... 69,505 54,286
------------- -------------
Total liabilities and shareholder's equity.... $ 208,895 $ 219,082
============= =============
</TABLE>
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS 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 $.64 per pound and the timing and duration of any change in
aluminum prices is uncertain. As of June 30, 1999, the three-month LME price per
pound of aluminum was $.63. The average three-month LME price per pound of
aluminum for the six months ended June 30, 1999 was $.58. 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 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
<PAGE>
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 six months ended June 30,
1998 and 1999.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
1998 1999 1998 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues........................................ 100.0% 100.0% 100.0% 100.0%
Cost of revenues................................ 91.2% 96.5% 90.7% 97.6%
---------- ---------- ---------- ----------
Gross margin.................................... 8.8% 3.5% 9.3% 2.4%
General and administrative expenses............. 3.0% 3.4% 2.9% 3.5%
---------- ---------- ---------- ----------
Operating income (loss)......................... 5.8% 0.1% 6.4% (1.1)%
Interest expense................................ (2.9)% (5.0)% (2.9)% (5.4)%
Other income (expense), net..................... 0.7% 0.2% 0.4% 0.3%
---------- ---------- ---------- ----------
Net other expenses.............................. (2.2)% (4.8)% (2.5)% (5.1)%
---------- ---------- ---------- ----------
Income (loss) before income taxes............... 3.6% (4.7)% 3.9% (6.2)%
Income tax expense (benefit).................... 1.7% (0.2)% 1.7% (1.0)%
---------- ---------- ---------- ----------
Net income (loss)............................... 1.9% (4.5)% 2.2% (5.2)%
---------- ---------- ---------- ----------
</TABLE>
Three Months and Six Months Ended June 30, 1999 Compared to Three Months and Six
Months Ended June 30, 1998
Primary aluminum production under our tolling contracts increased from
131.7 million pounds for the three months ended June 30, 1998 to 134.3 million
pounds for the three months ended June 30, 1999. During the six month periods
ended June 30, primary production decreased from 265.6 million pounds in 1998 to
259.9 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 63.3 million pounds and 64.4
million pounds for the three months ended June 30, 1998 and 1999, respectively.
For the six month periods ended June 30, shipments of non-tolled value-added
aluminum products were 135.5 million pounds for 1998 and 129.3 million pounds in
1999. The decrease in shipments of non-tolled value-added products for the six
month periods ended June 30 resulted primarily from the softening of the
commodity billet market during the first quarter of 1999.
Revenues decreased from $117.8 million to $107.5 million for the three
months ended June 30, 1998 and 1999, respectively, and decreased from $246.5
million to $210.3 million for the six months ended June 30, 1998 and 1999,
respectively. Revenues from tolling contracts decreased from $68.2 million to
$59.7 million for the three months ended June 30, 1998 and 1999, respectively,
and decreased from $141.3 million to $115.5 million for the six months ended
June 30, 1998 and 1999, respectively. These decreases were due primarily to the
decrease in
14
<PAGE>
market aluminum prices and the decrease in production levels in the first
quarter of 1999. Sales of non-tolled value-added products were $49.6 million and
$47.8 million for the three months ended June 30, 1998 and 1999, respectively,
and were $105.2 million and $94.8 million for the six months ended June 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 $10.4 million to $3.7 million for the three
months ended June 30, 1998 and 1999, respectively, a decrease of 64%, and
decreased from $22.9 million to $5.0 million for the six months ended June 30,
1998 and 1999, respectively, a decrease of 78%. As a percentage of revenues, for
the three month periods ended June 30, gross margin declined from 8.2% in 1998
to 3.5% in 1999, and declined from 9.3% to 2.4% for the six month periods ended
June 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 were $3.6 million for both three month
periods ended June 30, 1998 and 1999. These expenses increased from $7.0 million
to $7.3 million for the six months ended June 30, 1998 and 1999, respectively.
As a percentage of revenues, general and administrative expenses increased from
3.0% to 3.4% for the three month periods and from 2.9% to 3.5% for the six month
periods.
Interest expense increased from $3.5 million to $5.3 million for the three
months ended June 30, 1998 and 1999, respectively, or 55%, and increased from
$7.1 million to $11.3 million for the six months ended June 30, 1998 and 1999,
respectively, or 58%. 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 $2.0 million for the three months ended
June 30, 1998 to an income tax benefit of $.2 million for the three months ended
June 30, 1999. Income tax expense decreased from $4.1 million to an income tax
benefit of $2.1 million for the six months ended June 30, 1998 and 1999,
respectively. This decrease of $1.8 million for the three month periods was
primarily due to the decrease in net income of $7.1 million. Likewise, the
decrease of $6.2 million for the six months was primarily due to the decrease in
net income of $22.6 million.
As a result of the foregoing factors, we reported a net loss of $4.9
million in the three months ended June 30, 1999 versus net income of $2.2
million in the three months ended June 30, 1998. For the six months ended June
30, 1999, we reported a net loss of $10.9 million, versus net income of $5.5
million for the six months ended June 30, 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
15
<PAGE>
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.
Our statement of cash flows for the periods indicated are summarized below:
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------
1998 1999
----------- -----------
<S> <C> <C>
Net cash provided by (used in) operating activities.... $ 2,423 $ (19,982)
Net cash used in investing activities.................. (9,140) (14,831)
Net cash provided by (used in) financing activities 5,709 (766)
Decrease in cash....................................... (1,008) (35,579)
</TABLE>
Net cash provided by operating activities was $2.4 million for the six
months ended June 30, 1998, and the net cash used in operating activities was
$20.0 million for the six months ended June 30, 1999. Of the net cash used in
operating activities during the six months ended June 30, 1999, $1.7 million was
attributable to our net loss, as adjusted for non-cash charges. Also attributing
was an increase in accounts receivable, inventories and other assets of $8.4
million and a decrease in accounts payable and accrued expenses of $14.0
million, offset by an increase in intercompany payable and income taxes payable
of $4.1 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 encountered. The
decrease in accounts 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 six months ended June 30, 1998 was primarily
attributable to net income, as adjusted for non-cash charges, of $17.3 million,
and a decrease in accounts receivable of $6.4 million. This was offset by an
increase in inventories and other assets of $3.9 million and a decrease in
accounts payable, accrued expenses and income taxes payable of $17.3 million.
Net cash used in investing activities was $14.8 million in the six months
ended June 30, 1999, compared to net cash used in investing activities of $9.1
million in the six months ended June 30, 1998. Cash used in investing activities
in the six months ended June 30, 1999 was primarily attributable to capital
expenditures of $16.3 million. Cash used in investing activities in the six
months ended June 30, 1998 was primarily attributable to capital expenditures of
$9.1 million.
Net cash used in financing activities was $0.8 million in the six months
ended June 30, 1999 and net cash provided by financing activities was $5.7
million in the six months ended June 30, 1998. Net cash used in financing
activities in the six months ended June 30, 1998 was primarily attributable to
$6.1 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,
16
<PAGE>
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 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 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'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. The ERP Phase I implementation will be complete by October 1, 1999. All
of our systems will then be year 2000 compliant. 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.
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.
17
<PAGE>
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 year 2000 compliant.
However, a contingency plan is being developed to deal with the worst case
scenario.
We expect to complete a contingency plan by the end of the third quarter.
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.
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 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 100% 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 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.
Northwest has made 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 that were
non-compliant planned to be compliant by mid- 1999. Quarterly updates have been
conducted and will continue through the remainder of the year. To date, 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. Northwest has also made inquiries of its
customers. The initial review has been completed and indicates all critical
customers are addressing the year 2000 issue.
Northwest 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.
18
<PAGE>
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.
Employee Benefit Plan Matters
Based on 1998 data, an outside consultant determined the qualified
retirement plans of Northwest and Goldendale meet discrimination and coverage
requirements by a narrow numerical margin. The plans must satisfy the
requirements each year.
Outcome of the testing for a year 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.
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 "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.
19
<PAGE>
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.
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 June 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
<PAGE>
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
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the period.
21
<PAGE>
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: August 13, 1999 By: WILLIAM R. REID
--------------------------------
William R. Reid
Chief Accounting Officer
GOLDENDALE HOLDING COMPANY
GOLDENDALE ALUMINUM COMPANY
Date: August 13, 1999 By: JESSIE CASSWELL
--------------------------------
Jessie Casswell
Chief Accounting Officer
22
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE GOLDEN
NORTHWEST ALUMINUM, INC. FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<NAME> Golden Northwest Aluminum, Inc.
<CIK> 0001079177
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,054
<SECURITIES> 0
<RECEIVABLES> 48,908
<ALLOWANCES> 1,000
<INVENTORY> 60,952
<CURRENT-ASSETS> 117,965
<PP&E> 125,623
<DEPRECIATION> 0
<TOTAL-ASSETS> 343,304
<CURRENT-LIABILITIES> 55,999
<BONDS> 170,000
0
29,663
<COMMON> 0
<OTHER-SE> 65,504
<TOTAL-LIABILITY-AND-EQUITY> 343,304
<SALES> 210,347
<TOTAL-REVENUES> 210,347
<CGS> 205,330
<TOTAL-COSTS> 205,330
<OTHER-EXPENSES> 7,286
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (11,262)
<INCOME-PRETAX> (13,006)
<INCOME-TAX> (2,065)
<INCOME-CONTINUING> (10,941)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,941)
<EPS-BASIC> (12,765)
<EPS-DILUTED> (12,765)
</TABLE>
