<PAGE> 1
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, 2000
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 Identification No.)
incorporation or organization)
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 4, 2000
----- -----------------------------
Common Stock 1,000.
<PAGE> 2
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 the 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.
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
------------- -------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents ........................................ $ 1,929 $ 1,330
Trade accounts receivable, less allowance for doubtful
accounts of $100 .............................................. 54,752 41,893
Current portion of receivable due from related company ........... 2,639 2,721
Inventories ...................................................... 65,618 75,640
Intercompany receivable .......................................... 13,106 2,623
Prepaid expenses ................................................. 666 333
Income taxes refundable .......................................... 3,121 3,233
------------- -------------
Total current assets ...................................... 141,831 127,773
------------- -------------
Property, plant and equipment, net ................................... 132,961 138,622
Goodwill, net of accumulated amortization of $14,241 and $16,554 .... 81,348 79,035
Advances to shareholder .............................................. 2,000 2,000
Receivable due from related company, less current portion ............ 1,824 1,244
Other assets, net .................................................... 10,667 12,062
------------- -------------
$ 370,631 $ 360,736
============= =============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt................................. $ 25,279 $ 43,099
Trade accounts payable ........................................... 45,925 23,570
Accrued expenses ................................................. 16,806 15,658
Deferred income taxes ............................................ 1,583 1,739
------------- -------------
Total current liabilities ................................. 89,593 84,066
------------- -------------
Long-term debt, less current portion ................................. 170,000 170,000
Deferred income taxes ................................................ 13,644 13,672
Deferred compensation notes payable .................................. 662 432
Other long-term liabilities .......................................... 1,825 1,838
Dividends payable .................................................... 13,163 14,987
------------- -------------
Total liabilities ......................................... 288,887 284,995
------------- -------------
Commitments and contingencies (Notes 5 and 6)
Preferred stock of subsidiary ........................................ 29,663 29,663
Shareholder's equity:
Common stock; 350,000 shares authorized; 1,000 shares ............ --
issued and outstanding ........................................ --
Additional paid-in capital ....................................... 63,628 65,504
Accumulated deficit .............................................. (11,547) (19,426)
------------- -------------
Total shareholder's equity ................................ 52,081 46,078
------------- -------------
$ 370,631 $ 360,736
============= =============
</TABLE>
The accompanying notes to interim consolidated financial statements are an
integral part of these statements.
1
<PAGE> 4
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
1999 2000 1999 2000
----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C>
Revenues ................................................. $ 107,506 $ 103,252 $ 210,347 $ 229,262
Cost of revenues ......................................... 102,644 94,229 203,477 211,634
----------- ----------- ----------- -----------
Gross margin ............................................. 4,862 9,023 6,870 17,628
General and administrative expenses ...................... 4,477 4,360 8,619 8,195
----------- ----------- ----------- -----------
Operating income (loss) .................................. 385 4,663 (1,749) 9,433
----------- ----------- ----------- -----------
Other income (expense):
Interest expense ...................................... (5,608) (5,796) (11,782) (11,829)
Other income (expense), net ........................... 198 (561) 525 (245)
----------- ----------- ----------- -----------
Net other expense ........................................ (5,410) (6,357) (11,257) (12,074)
----------- ----------- ----------- -----------
Loss before income taxes ................................. (5,025) (1,694) (13,006) (2,641)
Income tax expense (benefit) ............................. (151) 186 (2,065) 1,538
----------- ----------- ----------- -----------
Net loss ................................................. $ (4,874) $ (1,880) $ (10,941) $ (4,179)
=========== =========== =========== ===========
Net loss ................................................. $ (4,874) $ (1,880) $ (10,941) $ (4,179)
Dividends accrued on preferred stock of subsidiary ....... (912) (912) (1,824) (1,824)
----------- ----------- ----------- -----------
Net loss available to common shareholder ................. $ (5,786) $ (2,792) $ (12,765) $ (6,003)
=========== =========== =========== ===========
Earnings (loss) per share - basic and diluted:
Net loss available to common shareholder .............. $ (5,786) $ (2,792) $ (12,765) $ (6,003)
=========== =========== =========== ===========
Net loss per share of common stock .................... $ (5,786) $ (2,792) $ (12,765) $ (6,003)
=========== =========== =========== ===========
Weighted average shares of common stock outstanding ... 1,000 1,000 1,000 1,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
2
<PAGE> 5
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------------------------
1999 2000
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net loss ................................................. $ (10,941) $ (4,179)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization .......................... 11,369 12,305
(Gain) loss on disposal of assets ...................... (14) 524
Deferred income taxes .................................. (2,066) 184
Change in assets and liabilities:
Trade accounts receivable .......................... (1,644) 12,859
Inventories ........................................ (5,869) (10,022)
Prepaid expenses ................................... (72) 333
Other assets ....................................... (792) (1,937)
Trade accounts payable ............................. (8,021) (22,355)
Accrued expenses ................................... (6,000) (1,148)
Intercompany receivable ............................ 1,769 10,483
Income taxes refundable ............................ 2,257 (112)
Other liabilities .................................. 42 13
------------ ------------
Net cash used in operating activities ...................... (19,982) (3,052)
------------ ------------
Cash flows from investing activities:
Acquisition of property, plant and equipment ............. (16,309) (15,670)
Net payments from related company ........................ 1,478 498
Proceeds from sale of equipment .......................... -- 35
------------ ------------
Net cash used in investing activities ...................... (14,831) (15,137)
------------ ------------
Cash flows from financing activities:
Borrowings under revolving credit facilities ............. 31,733 204,347
Repayments under revolving credit facilities ............. (28,625) (186,527)
Principal repayments of term loan facilities ............. (17,472) --
Intercompany borrowings .................................. 14,364 --
Deferred finance costs ................................... (586) --
Principal payments on deferred compensation notes ........ (180) (230)
------------ ------------
Net cash provided by (used in) financing activities ........ (766) 17,590
------------ ------------
Net decrease in cash and cash equivalents .................. (35,579) (599)
Cash and cash equivalents, beginning of period ............. 37,633 1,929
------------ ------------
Cash and cash equivalents, end of period ................... $ 2,054 $ 1,330
============ ============
</TABLE>
Supplemental Disclosures of Cash Flow Information (Note 7)
The accompanying notes to interim consolidated financial
statements are an integral part of these statements.
3
<PAGE> 6
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES 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, 1999. 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,
2000 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2000.
2. OPERATIONS AND PRINCIPLES OF CONSOLIDATION
The operations of Golden Northwest Aluminum, Inc. ("Golden" or the
"Company") consist primarily of the smelting conversion of alumina to aluminum,
processing of aluminum into primary products, and the sale of those products
within one business segment. The Company's operating subsidiaries' smelting
operations were under tolling agreements with aluminum suppliers through
December 1999. In December 1999, Northwest Aluminum Company's tolling agreement
expired. The Company's 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,
Northwest Aluminum Specialties, Inc. (collectively "Northwest"), Goldendale
Holding Company and its wholly owned subsidiary, Goldendale Aluminum Company
(collectively "Goldendale"), and Northwest Aluminum Technologies, LLC
("Technologies"). The consolidated financial statements include the accounts of
Northwest, Goldendale and Technologies.
The Company, Goldendale and Technologies report on a December 31 year
basis; Northwest reports on a September 30 fiscal year basis. Included in
current assets at December 31, 1999 is $13,106 and at
4
<PAGE> 7
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
June 30, 2000 is $2,623, 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 objective 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) that the adoption of SFAS No. 133 will have on its consolidated
financial statements.
4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
------------- -------------
<S> <C> <C>
Purchased metals and tolling in process ... $ 42,880 $ 46,728
Supplies and alloys ....................... 13,619 14,584
Carbon plant materials .................... 5,414 3,715
Alumina ................................... 3,705 10,613
------------- -------------
$ 65,618 $ 75,640
============= =============
</TABLE>
5
<PAGE> 8
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
5. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
------------- -------------
<S> <C> <C>
First mortgage notes .............. $ 150,000 $ 150,000
Subordinated credit agreement ..... 20,000 20,000
Revolving credit facility ......... 25,279 43,099
------------- -------------
Long-term debt .................... 195,279 213,099
Less current portion .............. 25,279 43,099
------------- -------------
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 agreement 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 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).
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 agreement. 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% (10.50% at June 30, 2000) or the LIBOR rate plus
from 2.00% to 2.50% (9.15% at June 30, 2000). 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
6
<PAGE> 9
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
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, asset sales, encumbrances, investments and transactions
with affiliates. The Company was in compliance with these covenants at June 30,
2000.
Also in December 1998, the Company entered into a subordinated credit
agreement with Norsk Hydro USA, Inc. pursuant to which $20 million was borrowed.
The debt bears interest at LIBOR plus 2.00% (7.88% at June 30, 2000) 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. Although the Company is exposed to credit loss on the interest rate
swap in the event of nonperformance by the counterparties, the Company estimates
the likelihood of such nonperformance to be remote. At December 31, 1999, the
fair value of the interest rate swap was approximately $1,029, which reflects
the estimated amount that the Company would pay to terminate the contract.
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.
The Company has agreed to be contingently liable for the debts of a
customer amounting to approximately $1,738 at June 30, 2000. Risk arising from
this contingent liability is controlled through monitoring procedures.
At June 30, 2000, the Company had a liability of approximately $1,867
($1,825 at December 31, 1999) 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 was estimated at $2,500; however, under a court decree the
Company is only responsible for approximately one-half 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.
7
<PAGE> 10
GOLDEN NORTHWEST ALUMINUM. INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
The Company has entered into various agreements for the purchase of power,
alumina and aluminum. Future estimated minimum payments under these
noncancelable agreements are as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
------------------------ --------
<S> <C>
2000 $ 83,990
2001 90,209
2002 31,429
2003 31,429
2004 31,429
2005 7,857
--------
$276,343
========
</TABLE>
7. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Supplemental disclosures of cash flow information are as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
--------------------------
1999 2000
---------- ----------
<S> <C> <C>
Cash paid during the period for:
Interest ............................................ $ 11,281 $ 10,128
Income taxes ........................................ -- 1,469
Non-cash investing and financing activities:
Dividends accrued on preferred stock ................ 1,824 1,824
</TABLE>
8. 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 its subsidiaries 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 unaudited financial information is as follows:
8
<PAGE> 11
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
Northwest Aluminum Company and Northwest Aluminum Specialties, Inc.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
-------------------------
1999 2000
--------- ---------
<S> <C> <C>
CONDENSED STATEMENT OF OPERATIONS:
Revenues:
Customers .......................................... $ 132,898 $ 128,422
Parent and related companies ....................... 212 62
--------- ---------
133,110 128,484
Cost of revenues ................................... 127,541 123,441
General and administrative expenses ................ 2,892 2,756
--------- ---------
Operating income ................................... 2,677 2,287
Net other expense .................................. (4,517) (6,325)
--------- ---------
Net loss ........................................... $ (1,840) $ (4,038)
========= =========
CONDENSED BALANCE SHEET:
Current assets ..................................... $ 79,912 $ 86,355
Non-current assets ................................. 41,605 45,955
--------- ---------
Total assets ..................................... $ 121,517 $ 132,310
========= =========
Current liabilities ................................ $ 40,085 $ 63,214
Non-current liabilities ............................ 66,856 66,872
Shareholder's equity ............................... 14,576 2,224
--------- ---------
Total liabilities and shareholder's equity ....... $ 121,517 $ 132,310
========= =========
</TABLE>
9
<PAGE> 12
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
Goldendale Holding Company and Subsidiary
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------
1999 2000
--------- ---------
<S> <C> <C>
CONDENSED STATEMENT OF OPERATIONS:
Revenues:
Customers ........................................... $ 77,449 $ 100,840
Parent and related companies ........................ -- 682
--------- ---------
77,449 101,522
Cost of revenues .................................... 76,792 88,937
General and administrative expenses ................. 5,502 5,235
--------- ---------
Operating income (loss) ............................. (4,845) 7,350
Net other expense ................................... (3,428) (5,048)
Income tax expense (benefit) ........................ (2,065) 1,538
--------- ---------
Net income (loss) ................................... $ (6,208) $ 764
========= =========
CONDENSED BALANCE SHEET:
Current assets ...................................... $ 42,601 $ 40,394
Non-current assets .................................. 176,481 180,765
--------- ---------
Total assets ..................................... $ 219,082 $ 221,159
========= =========
Current liabilities ................................. $ 33,924 $ 33,848
Non-current liabilities ............................. 130,872 138,920
Stockholder's equity ................................ 54,286 48,391
--------- ---------
Total liabilities and stockholder's equity ........ $ 219,082 $ 221,159
========= =========
</TABLE>
10
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This section should be read in conjunction with the financial statements
in Part I, Item 1 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 1999, the average price per pound of aluminum on
the London Metal Exchange was approximately the same as for 1998, which was
lower than the average price in any of the three previous years. The average
three-month LME prices per pound of aluminum in each of the last five years were
as follows:
<TABLE>
<CAPTION>
Price Per
Year Ended December 31, Pound
---------------------- ---------
<S> <C>
1995............................. $ 0.83
1996............................. $ 0.70
1997............................. $ 0.74
1998............................. $ 0.63
1999............................. $ 0.63
</TABLE>
The timing and magnitude of any increase or decrease in aluminum prices is
uncertain. As of June 30, 2000, the three-month LME price per pound of aluminum
was $.72, and more recently LME prices have fluctuated around $.71 per pound.
Accordingly, we believe our cash flow and earnings in the near term will be
somewhat higher 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 (alumina, labor, carbon, power),
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.
We do not actively hedge our production. 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 at Northwest has grown from 153.7 million pounds in 1993
to 245.3 million pounds in 1999.
11
<PAGE> 14
Northwest chose not to renew its tolling agreement with Glencore after
December 1999, and instead use its smelter production to source the majority of
its material needs in its value-added business. The effect of this non-renewal
is the elimination of revenue and gross margin Northwest derived from tolling
aluminum for Glencore. This may be more than offset by an increase in gross
margin from the sale of non-tolled products, because the underlying cost for
primary aluminum will be Northwest's own production cost rather than the market
price. We do not assure you however, that we will be able to realize any such
increased gross margin.
Power issues in the Pacific Northwest have significantly affected the
aluminum industry in this area. The Company is somewhat insolated from the
impact of recent high power costs in the region because of our long-term
contracts with the Bonneville Power Administration (BPA) for procurement of
power. Those contracts obligate BPA to supply 60% of the Company's power
requirements for the five-year period ending October 1, 2001 at relatively
competitive rates. Of additional benefit is the Company's ability to "shape"
that power supplied on an annual basis. The Company shaped the agreements so
that BPA supplies approximately 80% of our power requirements in the later years
of these contracts. We obtain most of the remaining 20% in the spring and summer
months when market power costs are normally low due to the seasonality of power
supply and demand. We are currently exploring alternatives for fulfilling our
power requirements for the period after October 1, 2001.
RESULTS OF OPERATIONS
The following table sets forth the combined statement of income data as
a percentage of revenues for the three-month and the six-month periods ended
June 30, 1999 and 2000.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1999 2000 1999 2000
------------------------------------------------
<S> <C> <C> <C> <C>
Revenues............................................ 100.0% 100.0% 100.0% 100.0%
Cost of revenues.................................... 95.5% 91.3% 96.7% 92.3%
------ ------ ------ ------
Gross margin........................................ 4.5% 8.7% 3.3% 7.7%
General and administrative expenses................. 4.2% 4.2% 4.1% 3.6%
------ ------ ------ ------
Operating income (loss)............................. 0.3% 4.5% (0.8)% 4.1%
Interest expense.................................... (5.2)% (5.6)% (5.6)% (5.2)%
Other income (expense), net......................... 0.2% (0.5)% 0.2% (0.1)%
------ ------ ------ ------
Net other expenses.................................. (5.0)% (6.1)% (5.4)% (5.3)%
------ ------ ------
Loss before income taxes............................ (4.7)% (1.6)% (6.2)% (1.2)%
Income tax expense (benefit)........................ (0.2)% 0.2% (1.0)% 0.6%
------ ------ ------ ------
Net loss............................................ (4.5)% (1.8)% (5.2)% (1.8)%
====== ====== ====== ======
</TABLE>
12
<PAGE> 15
THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS
AND SIX MONTHS ENDED JUNE 30, 2000
Total revenues decreased from $107.5 million to $103.3 million in the
three months ended June 30, 1999 and June 30, 2000, respectively, a decrease of
$4.2 million, or 3.9%. Total revenues increased from $210.3 million to $229.3
million in the six months ended June 30, 1999 and June 30, 2000, respectively,
an increase of $19.0 million, or 9.0%. Revenues were primarily influenced by the
cessation of the Glencore tolling agreement, by changes in the market price of
aluminum and by production and shipped volumes.
The cessation of the Glencore tolling agreement eliminated
approximately 0.5 million pounds per day of production billable under tolling
arrangements beginning January 1, 2000. Because of Northwest's September 30
year-end, the impact on the Company's consolidated financial statements was not
reported until April 1, 2000. For both the three months and six months ended
June 30, 2000 compared to the three months and six months ended June 30, 1999,
tolling revenues decreased $18.7 million due to the cessation of this agreement.
Tolling revenues continued to be earned under the Company's Hydro tolling
contract and were $48.5 million and $41.1 million for the three-month periods,
and $101.5 million and $77.5 million for the six-month periods, ended June 30,
2000 and June 30, 1999, respectively. Total revenues from tolling agreements
decreased from $59.8 million to $48.5 million in the three months ended June 30,
1999 and June 30, 2000, respectively, a decrease of $11.3 million, or 18.9%.
Tolling revenues increased from $115.6 million to $122.2 million in the six
months ended June 30, 1999 and June 30, 2000, respectively, an increase of $6.6
million, or 5.7%.
Volumes produced under tolling contracts decreased from 134.3 million
pounds to 86.4 million for the three months ended June 30, 1999 and June 30,
2000, respectively, and decreased from 259.9 million pounds to 223.0 million
pounds for the six months ended June 30, 1999 and June 30, 2000, respectively.
Beyond the decrease due to the non-renewal of the Glencore tolling agreement,
the changes in production level under tolling arrangements were due primarily to
the cyclical nature of our cell relining activity. Volume changes, excluding the
impact of the cessation of the Glencore tolling agreement, caused revenues from
tolling to decrease by $1.6 million for the three months ended June 30, 2000
over the same period ended June 30, 1999 and caused revenues from tolling to
increase by $4.5 million for the six months ended June 30, 2000 over the same
period ended June 30, 1999.
Offsetting the impact of volume changes, increases in average effective
LME aluminum prices from $.56 per pound to $.75 per pound for the three months
ended June 30, 1999 and June 30, 2000, respectively, pushed revenues from
tolling contracts upward by $8.9 million. The average effective LME aluminum
prices for the six months ended June 30, 1999 and June 30, 2000 were $.58 per
pound and $.71 per pound, respectively, causing a $20.8 million increase in
revenues from tolling contracts.
13
<PAGE> 16
Sales of non-tolled products increased from $47.8 million to $54.8
million in the three months ended June 30, 1999 and June 30, 2000, respectively,
and increased from $94.8 million and $107.1 million for the six months ended
June 30, 1999 and June 30, 2000, respectively. The primary factors affecting
revenues from sales of non-tolled products were the rise in market prices of
aluminum and increased volumes shipped.
Shipments of non-tolled aluminum products increased from 68.4 million
pounds to 70.0 million pounds in the three months ended June 30, 1999 and June
30, 2000, respectively. For the six-month periods ended June 30, shipments of
non-tolled aluminum products were 130.7 million pounds for 1999 and 141.7
million pounds in 2000. These changes in volumes drove revenues upward $1.3
million for the three-month periods and $8.3 million for the six-month periods.
The 2.4% increase in shipments for the three-month periods and the 8.4% increase
in shipments for the six-month periods ended June 30 were due primarily to the
continuing strength of the economy and the Company's pursuit of value-added
markets.
In addition to the impact from changes in volume, increases in market
aluminum prices from the mid-fifties in 1999 to the mid-seventies in 2000
provided increases in non-tolling revenues. For the three-month periods the
positive impact from market price was $5.8 million and for the six-month periods
$4.0 million.
Cost of revenues decreased from $102.6 million to $94.2 million in the
three months ended June 30, 1999 and June 30, 2000, respectively, a decrease of
$8.4 million, or 8.2%. Cost of revenues increased from $203.5 million to $211.6
million in the six months ended June 30, 1999 and June 30, 2000, respectively,
an increase of $8.1 million, or 4.0%. As a percentage of revenues, cost of
revenues declined from 95.5% to 91.3% for the three-month periods and declined
from 96.7% to 92.3% for the six-month periods ended June 30. The primary
influences on cost of revenues were the cessation of the Glencore tolling
agreement, changes in market aluminum prices and increases in power costs.
Beginning January 1, 2000, the cessation of the Glencore tolling
agreement enabled us to utilize our Northwest smelting capacity to provide
material for our sales of non-tolled value-added product. This eliminated $18.0
million of costs of revenues related to tolling activities for the three months
and the six months ended June 30, 2000. In addition, the cost of materials for
approximately 75% of our non-tolled value-added product is now at our internal
smelter production cost instead of market aluminum prices, reducing our costs of
revenues by $1.4 million for the three months and six months ended June 30, 2000
compared to the same periods in 1999.
The market price of aluminum increased from $.60 per pound in 1999 to
$.68 per pound in 2000 for the three months ended June 30, resulting in an
increase in our purchased metal costs of $1.2 million for the comparative
periods. For the six month periods ended June 30, the market price of aluminum
increased from $.58 per pound in 1999 to $.72 per pound in 2000, resulting in
our purchased metal costs increasing for the comparative periods by $10.5
million.
14
<PAGE> 17
Market power prices for the current year have been extraordinarily high
relative to historical levels and have significantly impacted our power costs
even though the majority of our power requirements were not subject to those
prices. For the three-month periods ended June 30, power costs increased $5.7
million from $18.1 million in 1999 to $23.8 million in 2000. For the six-month
periods ended June 30, they increased $12.2 million from $37.8 million in 1999
to $50.0 million in 2000.
Gross margin increased from $4.9 million in the three months ended June
30, 1999 to $9.0 million in the three months ended June 30, 2000, an increase of
83.7%. Gross margin increased from $6.9 million in the six months ended June 30,
1999 to $17.6 million in the six months ended June 30, 2000, an increase of
155.1%. As a percentage of revenues, gross margin rose from 4.5% to 8.7% for the
three month periods, and rose from 3.3% to 7.7% for the six month periods, ended
June 30, 1999 and 2000, respectively. The increase in gross margin resulted
primarily from the changes in revenues (discussed above), offset by changes in
cost of revenues (discussed above).
General and administrative expenses decreased slightly from $4.5 million
to $4.4 million in the three months ended June 30, 1999 and June 30, 2000,
respectively, a decrease of 2.2%. General and administrative expenses decreased
from $8.6 million to $8.2 million for the six months ended June 30, 1999 and
June 30, 2000, respectively, a decrease of 4.7%. As a percentage of revenues,
general and administrative expenses remained relatively constant at 4.2% for the
related three-month periods, and decreased slightly from 4.1% to 3.6% for the
related six-month periods.
Interest expense increased from $5.6 million to $5.8 million in the
three months ended June 30, 1999 and June 30, 2000, respectively, an increase of
3.6%. Interest expense remained relatively constant at $11.8 million in the six
months ended June 30, 1999 and June 30, 2000. During the six months ended June
30, 2000, $0.3 million of interest expense related to the construction of new
fixed assets was capitalized.
Income tax benefit decreased from $0.2 million to an income tax expense
of $0.2 million in the three months ended June 30, 1999 and June 30, 2000,
respectively. Income tax benefit decreased from $2.1 million to an income tax
expense of $1.5 million for the six months ended June 30, 1999 and June 30,
2000, respectively. These changes were due primarily to the decrease in net loss
before income taxes in the corresponding periods in 1999 and 2000.
As a result of the foregoing factors, we reported a net loss of $1.9
million in the three months ended June 30, 2000 versus a net loss of $4.9
million in the three months ended June 30, 1999. For the six months ended June
30, 2000, we reported a net loss of $4.2 million, versus a net loss of $10.9
million for the six months ended June 30, 1999.
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.
15
<PAGE> 18
Our credit facility with Fleet Capital (previously BankBoston) is a
$75.0 million senior secured revolving credit facility collateralized by all of
the inventory, accounts receivable and other rights to payment of our
subsidiaries. Availability under the revolving line of credit is controlled by a
borrowing base formula based on eligible receivables and inventory, and there
must always be at least $15 million of excess borrowing base available at any
given time. Based on this formula, the net availability under the revolving line
of credit was $64.4 million at June 30, 2000, and we had $43.1 million
outstanding under this credit facility at June 30, 2000. More recently at July
31, 2000, the net availability under the revolving line of credit was
approximately $71.7 million and we had $43.1 million outstanding.
Our liquidity and capital needs relate primarily to payment of principal
and interest on borrowings, capital expenditures, including our facilities
investment program, and distributions to our sole shareholder to pay income
taxes. Subject to reasonable market aluminum prices, we will require
approximately $9.9 million in 2000 for our facilities investment program. The
first stage of the facilities investment program consisting of an expansion of
the Goldendale casthouse and a 34-cell demonstration of new cell line technology
should be substantially completed by the end of 2000. Our liquidity and capital
needs also relate to working capital and other general corporate requirements,
including the incremental working capital needs in connection with the cessation
of the Glencore tolling agreement in December 1999. Additionally, the Goldendale
preferred stock became redeemable at our discretion after December 31, 1998. We
anticipate that the funds necessary to redeem the Goldendale preferred stock
would be drawn from our revolving credit facility with Fleet Capital.
Furthermore, we are subject to a number of contingencies and uncertainties.
Our statement of cash flows for the periods indicated are summarized
below:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------
1999 2000
-------- --------
<S> <C> <C>
Net cash used in operating activities................. $(19,982) $ (3,052)
Net cash used in investing activities................. (14,831) (15,137)
Net cash provided by (used in) financing activities... (766) 17,590
Decrease in cash...................................... (35,579) (599)
</TABLE>
The net cash used in operating activities was $3.1 million for the six
months ended June 30, 2000, and 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, 2000, $8.8 million was attributable to cash provided by our net
income, as adjusted for non-cash charges. In addition, changes in working
capital used net cash of $11.8 million. The increase in working capital was
primarily due to the transition from the Glencore tolling arrangement with
related impacts on trade accounts receivable, inventories and trade accounts
payable. Of the net cash used in operating activities during the six months
ended June 30, 1999, $1.7 million was attributable to cash provided by our net
loss, as adjusted for non-cash charges. In addition, changes in working capital
used net cash of $18.3 million. The increase in working capital requirements was
due to the normalization of credit terms with a primary supplier.
16
<PAGE> 19
Net cash used in investing activities was $15.1 million and $14.8
million in the six months ended June 30, 2000 and June 30, 1999, respectively.
Cash used in investing activities in the six months ended June 30, 2000 was
primarily attributable to capital expenditures of $15.7 million. Cash used in
investing activities in the six months ended June 30, 1999 was primarily
attributable to capital expenditures of $16.3 million.
Net cash provided by financing activities was $17.6 million in the six
months ended June 30, 2000, compared to net cash used in financing activities of
$0.8 million in the six months ended June 30, 1999. Net cash provided by
financing activities in the six months ended June 30, 2000 was primarily
attributable to net borrowings of $17.8 million under our credit facility.
We believe cash flow from operations, available borrowings under our
revolving credit facility and under our note purchase agreement with Hydro and
cash on hand will provide adequate funds for our foreseeable working capital
needs, planned capital expenditures and debt service and other obligations
through 2001.
Our ability to fund operations, make planned capital expenditures, such
as our facilities investment program, make principal and interest payments on
the notes, and remain in compliance with all of the financial covenants under
our debt agreements will be dependent on our future operating performance. Our
future operating performance is dependent on a number of factors, including
aluminum prices and power costs, many of which are beyond our control. These
factors include prevailing economic conditions and financial, competitive,
regulatory and other factors affecting our business and operations, and may be
dependent on the availability of borrowings under our revolving credit facility
or other borrowings. We do not assure you our cash flow from operations,
together with other sources of liquidity, will be adequate:
- to make required payments of principal and interest on the notes and
our other debt;
- to finance anticipated capital expenditures;
- to fund working capital requirements; or
- to fund the possible redemption of all outstanding shares of the
Goldendale preferred stock.
If we do not have sufficient available resources to repay any of our
indebtedness when it becomes due and payable, we may need to refinance the
indebtedness. We do not assure you refinancing will be available or available on
reasonable terms.
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.
17
<PAGE> 20
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 objective 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. We are currently
analyzing the financial impact, if any, that the adoption of SFAS No. 133 will
have on our consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This report 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 report (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:
- fluctuations in the price of primary aluminum;
- servicing our substantial indebtedness;
- the incurrence of future indebtedness;
- restrictions on our ability to operate our business imposed by the terms of
our indebtedness;
- the effects of federal and state environmental laws and regulations;
- the continued viability of the technology used in our smelters;
- fluctuations in the cost of electricity;
- our ability to operate effectively without tolling agreements, including the
Glencore tolling agreement;
- retaining and recruiting key personnel; and
- changes in labor relations with the unions representing our employees.
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
18
<PAGE> 21
requirements, and changing prices and market conditions. 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
We manage 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, 2000, our derivative instrument consisted of an interest rate swap
agreement which expires in 2003 and effectively fixes our interest rate at 6.4%
on a notional principal amount of $20.0 million on our floating rate long-term
debt. The agreement requires quarterly cash settlements for interest rate
fluctuation outside of the fixed rate.
19
<PAGE> 22
PART II OTHER INFORMATION
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.
20
<PAGE> 23
SIGNATURES
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.
Date: August 11, 2000 By: /s/ WILLIAM R. REID
-----------------------------------
William R. Reid
Chief Financial Officer
GOLDENDALE HOLDING COMPANY
GOLDENDALE ALUMINUM COMPANY
NORTHWEST ALUMINUM TECHNOLOGIES, LLC
Date: August 11, 2000 By: /s/ JESSIE CASSWELL
-----------------------------------
Jessie Casswell
Chief Financial Officer
21
<PAGE> 24
EXHIBIT INDEX
27.1 Financial Data Schedule.
