<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 March 31, 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 MAY 10, 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
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
--------- ---------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents ........................................... $ 1,929 $ 3,343
Trade accounts receivable, less allowance for doubtful
accounts of $100 ................................................. 54,752 51,316
Current portion of receivable due from related company .............. 2,639 2,513
Inventories ......................................................... 65,618 77,597
Intercompany receivable ............................................. 13,106 9,853
Prepaid expenses .................................................... 666 209
Income taxes refundable ............................................. 3,121 1,861
--------- ---------
Total current assets ......................................... 141,831 146,692
--------- ---------
Property, plant and equipment, net ...................................... 132,961 135,016
Goodwill, net of accumulated amortization of $14,241 and $15,397 ....... 81,348 80,192
Advances to shareholder ................................................. 2,000 2,000
Receivable due from related company, less current portion ............... 1,824 1,537
Other assets, net ....................................................... 10,667 11,756
--------- ---------
$ 370,631 $ 377,193
========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt ................................... $ 25,279 $ 35,011
Trade accounts payable .............................................. 45,925 41,050
Accrued expenses .................................................... 16,806 20,881
Deferred income taxes ............................................... 1,583 1,661
--------- ---------
Total current liabilities .................................... 89,593 98,603
--------- ---------
Long-term debt, less current portion .................................... 170,000 170,000
Deferred income taxes ................................................... 13,644 13,658
Deferred compensation notes payable ..................................... 662 486
Other long-term liabilities ............................................. 1,825 1,838
Dividends payable ....................................................... 13,163 14,075
--------- ---------
Total liabilities ............................................ 288,887 298,660
--------- ---------
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) (16,634)
--------- ---------
Total shareholder's equity ................................... 52,081 48,870
--------- ---------
$ 370,631 $ 377,193
========= =========
</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 MARCH 31,
-------------------------------
1999 2000
--------- ---------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C>
Revenues .................................................. $ 102,841 $ 126,010
Cost of revenues .......................................... 100,833 117,405
--------- ---------
Gross margin .............................................. 2,008 8,605
General and administrative expenses ....................... 4,142 3,835
--------- ---------
Operating income (loss) ................................... (2,134) 4,770
--------- ---------
Other income (expense):
Interest expense ........................................ (6,174) (6,033)
Other income, net ....................................... 327 316
--------- ---------
Net other expense ......................................... (5,847) (5,717)
--------- ---------
Loss before income taxes .................................. (7,981) (947)
Income tax expense (benefit) .............................. (1,914) 1,352
--------- ---------
Net loss .................................................. $ (6,067) $ (2,299)
========= =========
Net loss .................................................. $ (6,067) $ (2,299)
Dividends accrued on preferred stock of subsidiary ........ (912) (912)
--------- ---------
Net loss available to common shareholder .................. $ (6,979) $ (3,211)
========= =========
Earnings (loss) per share - basic and diluted:
Net loss available to common shareholder ............... $ (6,979) $ (3,211)
--------- ---------
Net loss per share of common stock ..................... $ (6,979) $ (3,211)
========= =========
Weighted average shares of common stock outstanding .... 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>
THREE MONTHS ENDED MARCH 31,
------------------------------
1999 2000
-------- ---------
(IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net loss ................................................. $ (6,067) $ (2,299)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization .......................... 4,597 6,030
Loss on disposal of assets ............................. -- 15
Deferred income taxes .................................. -- 92
Change in assets and liabilities:
Trade accounts receivable .......................... 5,317 3,436
Inventories ........................................ (5,812) (11,979)
Prepaid expenses ................................... (148) 457
Other assets ....................................... 2,014 (1,360)
Trade accounts payable ............................. 115 (4,875)
Accrued expenses ................................... 1,181 4,075
Intercompany receivable ............................ (16,670) 3,253
Income taxes refundable ............................ (1,914) 1,260
Other liabilities .................................. 22 13
-------- --------
Net cash used in operating activities ...................... (17,365) (1,882)
-------- --------
Cash flows from investing activities:
Acquisition of property, plant and equipment ............. (7,398) (6,673)
Net payments from related company ........................ 179 413
-------- --------
Net cash used in investing activities ...................... (7,219) (6,260)
-------- --------
Cash flows from financing activities:
Borrowings under revolving credit facilities ............. 31,733 91,992
Repayments under revolving credit facilities ............. (28,625) (82,260)
Principal repayments of term loan facilities ............. (17,472) --
Intercompany borrowings .................................. 14,364 --
Deferred finance costs ................................... (288) --
Principal payments on deferred compensation notes ........ (83) (176)
-------- --------
Net cash provided by (used in) financing activities ........ (371) 9,556
-------- --------
Net increase (decrease) in cash and cash equivalents ....... (24,955) 1,414
Cash and cash equivalents, beginning of quarter ............ 37,633 1,929
-------- --------
Cash and cash equivalents, end of quarter .................. $ 12,678 $ 3,343
======== ========
</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 consolidated
financial statements; accordingly, it is possible that the actual results could
differ from these estimates and assumptions, which could have a material effect
on the reported amounts of the Company's consolidated financial position and
results of operations.
Operating results for the three-month period ended March 31, 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
under tolling arrangements with alumina suppliers, processing of aluminum into
primary products, and the sale of those products within one business segment.
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,
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 sole shareholder of the Company also owned all of the
outstanding shares of common stock of Northwest, Goldendale and 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 March 31, 2000 is $9,853,
representing the portion of intercompany advances which do not eliminate due
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)
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, MARCH 31,
1999 2000
----------- ---------
<S> <C> <C>
Purchased metals and tolling in process .... $42,880 $47,929
Supplies and alloys ........................ 13,619 13,049
Carbon plant materials ..................... 5,414 5,898
Alumina .................................... 3,705 10,721
------- -------
$65,618 $77,597
======= =======
</TABLE>
5. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
----------- ---------
<S> <C> <C>
First mortgage notes ................... $150,000 $150,000
Subordinated credit agreement .......... 20,000 20,000
Revolving credit facility .............. 25,279 35,011
-------- --------
Long-term debt ......................... 195,279 205,011
Less current portion ................... 25,279 35,011
-------- --------
Long-term debt less current portion .... $170,000 $170,000
======== ========
</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)
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 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% (9.75% at March 31, 2000) or the LIBOR rate plus
from 2.00% to 2.50% (8.38% at March 31, 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 agreement contains restrictive
covenants, including a minimum net worth requirement, a minimum excess
availability requirement and limitations on capital expenditures, dividends,
additional indebtedness, mergers and other business combinations, assets sales,
encumbrances, investments and transactions with affiliates. The Company was in
compliance with these covenants at March 31, 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 March 31, 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.
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)
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 $956 at March 31, 2000.
At March 31, 2000, the Company had a liability of approximately $1,838
($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 is 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.
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
<PAGE> 10
GOLDEN NORTHWEST ALUMINUM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
7. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Supplemental disclosures of cash flow information is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------
1999 2000
------ ------
<S> <C> <C>
Cash paid during the period for:
Interest ...................................... $2,139 $1,631
Income taxes .................................. -- --
Non-cash investing and financing activities:
Dividends accrued on preferred stock .......... 912 912
</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>
THREE MONTHS ENDED
DECEMBER 31,
-------------------------------
1999 2000
--------- ---------
<S> <C> <C>
CONDENSED STATEMENT OF OPERATIONS:
Revenues:
Customers ....................................... $ 66,472 $ 72,946
Parent and related companies .................... 44 62
--------- ---------
66,516 73,008
Cost of revenues ................................ 62,205 72,207
General and administrative expenses ............. 1,668 1,380
--------- ---------
Operating income (loss) ......................... 2,643 (579)
Net other expense ............................... (1,948) (2,673)
--------- ---------
Net income (loss) ............................... $ 695 $ (3,252)
========= =========
CONDENSED BALANCE SHEET:
Current assets .................................. $ 73,896 $ 94,436
Non-current assets .............................. 42,947 44,309
--------- ---------
Total assets .................................. $ 116,843 $ 138,745
========= =========
Current liabilities ............................. $ 32,876 $ 68,863
Non-current liabilities ......................... 66,856 66,872
Shareholder's equity ............................ 17,111 3,010
--------- ---------
Total liabilities and shareholder's equity .... $ 116,843 $ 138,745
========= =========
</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>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
1999 2000
--------- ---------
<S> <C> <C>
CONDENSED STATEMENT OF OPERATIONS:
Revenues:
Customers ....................................... $ 36,369 $ 53,064
Parent and related companies .................... - 378
--------- ---------
36,369 53,442
Cost of revenues ................................ 38,868 45,638
General and administrative expenses ............. 2,490 2,350
--------- ---------
Operating income (loss) ......................... (4,989) 5,454
Net other expense ............................... (1,627) (2,683)
Income tax expense (benefit) .................... (1,914) 1,352
--------- ---------
Net income (loss) ............................... $ (4,702) $ 1,419
========= =========
CONDENSED BALANCE SHEET:
Current assets .................................. $ 42,530 $ 43,579
Non-current assets .............................. 172,915 179,675
--------- ---------
Total assets ................................. $ 215,445 $ 223,254
========= =========
Current liabilities ............................. $ 26,953 $ 35,248
Non-current liabilities ......................... 131,788 108,385
Stockholder's equity ............................ 56,704 79,621
--------- ---------
Total liabilities and stockholder's equity .... $ 215,445 $ 223,254
========= =========
</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 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 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 March 31, 2000, the three-month LME price per pound of aluminum
was $.70, and more recently LME prices have fluctuated around $.67 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. As a result of this growth, Northwest purchased
at market prices more primary aluminum for further processing into non-tolled
value-added products than Northwest
11
<PAGE> 14
produced for Glencore under the tolling contract. The Glencore tolling contract
allowed us to operate our smelter at The Dalles at full capacity while we were
developing value-added products. The success of Northwest's non-tolled products,
however, reduced the importance of this contract, and it was not renewed in
December 1999. The effect of this non-renewal will be to eliminate the 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.
RESULTS OF OPERATIONS
The following table sets forth the combined statement of income data as
a percentage of revenues for the three months ended March 31, 1999 and 2000.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1999 2000
------ ------
<S> <C> <C>
Revenues .................................. 100.0% 100.0%
Cost of revenues .......................... 98.0% 93.2%
------ ------
Gross margin .............................. 2.0% 6.8%
General and administrative expenses ....... 4.0% 3.0%
------ ------
Operating income (loss) ................... (2.0)% 3.8%
Interest expense .......................... (6.1)% (4.8)%
Other income, net ......................... 0.3% 0.3%
------ ------
Net other expenses ........................ (5.8)% (4.5)%
------ ------
Loss before income taxes .................. (7.8)% (0.7)%
------ ------
Income tax expense (benefit) .............. (1.9)% 1.1%
------ ------
Net loss .................................. (5.9)% (1.8)%
------ ------
</TABLE>
THE THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2000
Primary and value-added aluminum produced under tolling contracts
increased from 125.6 million pounds for the three months ended March 31, 1999 to
136.7 million pounds for the three months ended March 31, 2000 due primarily to
the cyclical nature of our cell relining activity. Shipments of non-tolled
value-added aluminum products were 64.9 million pounds and 71.6 million pounds
for corresponding periods in 1999 and 2000, respectively, an increase of 10.3%
due primarily to the strengthening of the commodity billet market.
Revenues increased from $102.8 million in the three months ended March 31, 1999
to $126.0 million in the three months ended March 31, 2000, an increase of $23.2
million, or 22.6%. Revenues from tolling contracts increased 32.1% from $55.8
million in the three months ended March 31, 1999 to $73.7 million in the three
months ended March 31, 2000. This increase was due primarily to the increase in
average effective LME aluminum prices from $.60 per pound to $.70 per pound for
the corresponding
12
<PAGE> 15
periods in 1999 and 2000. Sales of non-tolled value-added products increased
from $47.0 million in the three months ended March 31, 1999 to $52.3 million in
the three months ended March, 31, 2000, due primarily to the increase in
shipments and the increase in LME price from 1999 to 2000. Tolling revenues
earned in the corresponding periods in 1999 and 2000 under the Company's Hydro
and Glencore tolling contracts were $36.4 million and $53.0 million, and $19.4
million and $20.7 million, respectively.
Cost of revenues increased from $100.8 million in the three months ended
March 31, 1999 to $117.4 million in the three months ended March 31, 2000, an
increase of $16.6 million, or 16.5%. As a percentage of revenues, cost of
revenues declined from 98.0% to 93.2%. The increase in cost of revenues resulted
primarily from increases in market aluminum prices and power costs in 2000.
Gross margin increased from $2.0 million in the three months ended March
31, 1999 to $8.6 million in the three months ended March 31, 2000, an increase
of 330.0%. As a percentage of revenues, gross margin rose from 2.0% to 6.8%. The
increase in gross margin resulted primarily from an increase in revenues of
$23.2 million, offset by an increase in cost of revenues of $16.6 million.
General and administrative expenses decreased slightly from $4.1 million
in the three months ended March 31, 1999 to $3.8 million in the three months
ended March 31, 2000. As a percentage of revenues, general and administrative
expenses decreased from 4.0% in 1999 to 3.0% in 2000.
Interest expense decreased slightly from $6.2 million in the three
months ended March 31, 1999 to $6.0 million in the three months ended March 31,
2000 due primarily to the elimination of extended terms with Northwest's alumina
supplier, offset by increased borrowings under our revolving credit facility.
Income tax benefit decreased from $1.9 million in the three months ended
March 31, 1999 to an income tax expense of $1.4 million in the three months
ended March 31, 2000 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 $2.3
million in the three months ended March 31, 2000 versus a net loss of $6.1
million in the three months ended March 31, 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.
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 available for borrowing at any given time.
Based on this formula, the net availability under the revolving line of credit
was approximately $62.6 million at March 31, 2000. We had $35.0 million
outstanding under this credit facility at March 31, 2000.
13
<PAGE> 16
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
termination 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>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
1999 2000
-------- --------
<S> <C> <C>
Net cash used in operating activities ....... $(17,365) $ (1,882)
Net cash used in investing activities ....... (7,219) (6,260)
Net cash provided by (used in) financing
activities ................................ (371) 9,556
Increase (decrease) in cash ................. (24,955) 1,414
</TABLE>
Net cash used in operating activities was $17.4 million and $1.9 million
for the three months ended March 31, 1999 and March 31, 2000, respectively. The
net cash used in operating activities during the three months ended March 31,
2000 of $1.9 million was primarily attributable to cash provided by our net
loss, as adjusted for non-cash charges, of $3.8 million, and $12.6 million
attributable to decreases in accounts receivable and intercompany receivable and
increases in accrued expenses and income taxes refundable, offset by cash used
in operating activities of $18.3 million, attributable to increases in
inventories and other assets and a decrease in accounts payable. The increases
in inventories and accounts payable were primarily due to Northwest's transition
from tolling to non-tolling operations.
Of the net cash used in operating activities during the three months
ended March 31, 1999, $1.5 million was attributable to our net loss, as adjusted
for non-cash charges. Also attributing was a decrease in accounts receivable and
other assets of $7.3 million and an increase in accrued expenses of $1.2
million, offset by an increase in inventories of $5.8 million and a decrease in
intercompany payable and income taxes payable of $18.6 million.
Net cash used in investing activities was $6.3 million in the three
months ended March 31, 2000, compared to net cash used in investing activities
of $7.2 million in the three months ended March 31, 1999. Cash used in investing
activities in the three months ended March 31, 2000 was primarily attributable
to capital expenditures of $6.7 million. Cash used in investing activities in
the three months ended March 31, 1999 was primarily attributable to capital
expenditures of $7.4 million.
14
<PAGE> 17
Net cash provided by financing activities was $9.6 million in the three
months ended March 31, 2000, compared to net cash used in financing activities
of $0.4 million in the three months ended March 31, 1999. Net cash provided by
financing activities in the three months ended March 31, 2000 was primarily
attributable to net borrowings of $9.8 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, 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. 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
15
<PAGE> 18
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 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.
16
<PAGE> 19
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 March 31, 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.
17
<PAGE> 20
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1 Articles of Incorporation of Registrant. Incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4, as amended (Registration No.
333-72245).
3.2 Bylaws of Registrant. Incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-4, as amended (Registration No. 333-72245).
27.1 Financial Data Schedule.
(b) Reports on form 8-K.
No reports on Form 8-K were filed during the period.
18
<PAGE> 21
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: May 11, 2000 By: /s/ WILLIAM R. REID
--------------------------------------
William R. Reid
Chief Accounting Officer
GOLDENDALE HOLDING COMPANY
GOLDENDALE ALUMINUM COMPANY
NORTHWEST ALUMINUM TECHNOLOGIES, LLC
Date: May 11, 2000 By: /s/ JESSIE CASSWELL
--------------------------------------
Jessie Casswell
Chief Accounting Officer
19
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<S> <C>
3.1 Articles of Incorporation of Registrant. Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-4, as
amended (Registration No. 333-72245).
3.2 Bylaws of Registrant. Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-4, as amended (Registration
No. 333-72245).
27.1 Financial Data Schedule.
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS 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>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,343
<SECURITIES> 0
<RECEIVABLES> 51,316
<ALLOWANCES> 100
<INVENTORY> 77,597
<CURRENT-ASSETS> 146,692
<PP&E> 135,016
<DEPRECIATION> 0
<TOTAL-ASSETS> 377,193
<CURRENT-LIABILITIES> 98,603
<BONDS> 170,000
0
29,663
<COMMON> 0
<OTHER-SE> 65,504
<TOTAL-LIABILITY-AND-EQUITY> 377,193
<SALES> 126,010
<TOTAL-REVENUES> 126,010
<CGS> 117,405
<TOTAL-COSTS> 117,405
<OTHER-EXPENSES> 3,835
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,033
<INCOME-PRETAX> (947)
<INCOME-TAX> 1,352
<INCOME-CONTINUING> (2,299)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,299)
<EPS-BASIC> (2,299)
<EPS-DILUTED> (2,299)
</TABLE>
