10-Q/A 1 v67469a1e10-qa.txt FORM 10-Q/A FOR PERIOD ENDING SEPTEMBER 30, 2000. 1 FORM 10-Q/A (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 incorporation or organization) Identification No.) 3313 West Second Street The Dalles, Oregon 97058 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (541) 296-6161 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: CLASS OUTSTANDING AT NOVEMBER 13, 2000 ----- -------------------------------- Common Stock 1,000 2 This quarterly report on Form 10-Q/A 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.:

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. 3 Part I, Item 2 of the Quarterly Report of Golden Northwest Aluminum, Inc. and its subsidiaries on Form 10-Q for the quarterly period ended September 30, 2000 is hereby amended to read as follows: 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:

The timing and magnitude of any increase or decrease in aluminum prices is uncertain. As of September 30, 2000, the three-month LME price per pound of aluminum was $.72, and more recently at October 31, 2000, 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 maximize 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 1 4 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. 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 is more than offset by an increase in gross margin from the sale of non-tolled products, because the underlying cost for primary aluminum is Northwest's own production cost rather than the market price. RECENT DEVELOPMENTS Power prices in the Pacific Northwest are extremely high compared to historic levels in the region and have greatly increased the operating costs of the aluminum industry. In the past 5 months, 3 of the 10 aluminum smelters in the region have shut down and 4 more have announced partial shut downs as a result of these prices. Our existing power contracts with the Bonneville Power Administration ("BPA") will require us to purchase power on the spot market in the spring of 2001. As a result of the extremely high forward price of power on the spot market, over the course of the last three months we have shut down one smelter line at each of our facilities, reducing our overall smelter production level to 60% of capacity. Until the power sale agreements under which we currently purchase power from BPA expire on September 30, 2001, we are able to reshape our procurements of power from BPA, moving purchases of excess BPA power resulting from the curtailment to periods in which we would otherwise be required to procure power from other sources. We are also able to resell the excess power provided to us by BPA under these contracts at a profit on the spot market and purchase blocks of spot market power to cover our needs during periods that are not currently covered by the contracts. In October 2000, we entered into a new power sale agreement with BPA that will be effective from October 1, 2001 through September 30, 2006. The contract will allow us to direct available power to either or both of our operating facilities. Approximately 50% of our power requirements will be met through the contract and the balance will need to be obtained from sources other than BPA. Last summer, BPA completed a rate proceeding to determine the base rate under this new power contract. On November 8, 2000, BPA proposed that the new contract would also contain an expanded "Cost Recovery Adjustment Clause" that could significantly increase fixed base rates and, under certain BPA financial conditions, impose an additional rate increase for some period. Power costs under the adjustment clause will be determined in another BPA rate proceeding and reviewed by the Federal Energy Regulatory Commission ("FERC"). While the outcome of these proceedings is uncertain, we expect the resulting power costs to be significantly higher than under our current power sale agreements with BPA. Because the rate for BPA power will not be determinable until the conclusion of the rate case, we have a unilateral 2 5 right to terminate the contract within a specified period after FERC approves the new rates. We anticipate FERC approval in April or May 2001. Under the new contract, we will not be able to shape or resell for a profit our procurements of power. In addition, the BPA Administrator may have broad discretion to temporarily or permanently limit or terminate our purchases of power in circumstances in which the Administrator determines that we are not in compliance with all applicable federal, state and local laws and regulations. The production curtailment will continue until we believe the combination of power prices and aluminum prices will enable us to produce profitably. We have entered into agreements with the local public utility districts ("PUDs") that serve the areas where our facilities are located, under which the PUDs will supply up to 10 megawatts per year to each smelter at rates based on BPA's rate for power sold to them. We also have entered into a Memorandum of Understanding with National Energy Systems Company and BPA to develop a gas-fired combined cycle combustion turbine power generation facility. If definitive agreements ultimately are finalized and we are able to obtain financing for the facility, the facility could be completed sometime in 2002. The new facility may have the effect of increasing our supply of power and lowering the price we pay for it. We do not assure you that the facility will be completed or that financing will be available on commercially reasonable terms or at all. We are renegotiating our arrangements with suppliers and customers in connection with the curtailment of our operations. We are negotiating an amendment to our tolling agreement with Hydro to reduce the volume of alumina and aluminum covered by the contract. We have negotiated an amendment of our alumina supply contract with Glencore to allow us to purchase the required quantity of alumina over a longer period. We expect to reduce our usage of other raw materials, such as carbon and bath, in proportion to our reduced production of primary aluminum. We have also negotiated with the United Steel Workers of America, the union representing a majority of our employees, to provide severance packages to employees who are terminated as a result of the curtailment. Finally, we have been reorganizing our management structure, which we believe will further reduce costs. As a result of the curtailment, we expect our variable costs, such as the cost of power, to decrease. Because many of our costs are fixed, however, our cost per unit of aluminum produced will increase. The curtailment will not impact our value-added operations to the same extent as primary production. We expect to increase value-added production at our Goldendale facility due to the increased capacity of the casthouse there. As a result of selling excess power, we expect our earnings before interest and taxes and our cash from operations to increase in fiscal 2001. We do not assure you, however, that we will be able to realize any increase in earnings before interest and taxes or cash from operations. 3 6 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 nine-month periods ended September 30, 1999 and 2000.

THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 Total revenues decreased from $112.7 million to $101.0 million in the three months ended September 30, 1999 and September 30, 2000, respectively, a decrease of $11.7 million, or 10.4%. Total revenues increased from $323.1 million to $330.3 million in the nine months ended September 30, 1999 and September 30, 2000, respectively, an increase of $7.2 million, or 2.2%. 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 reported beginning April 1, 2000. For the three months ended September 30 tolling revenues decreased $17.6 million from 1999 to 2000 and for the nine months ended September 30 tolling revenues decreased $35.0 million from 1999 to 2000 due to the cessation of this agreement. Tolling revenues continued to be earned under the Company's Hydro tolling contract and were $44.1 million and $47.1 million for the three-month periods, and $121.6 million and $147.9 million for the nine-month periods, ended September 30, 1999 and September 30, 2000, respectively. Total revenues from tolling agreements decreased from $61.7 million to $47.1 million in the three months ended September 30, 1999 and September 30, 2000, respectively, a decrease of $14.6 million, or 23.7%. Tolling revenues decreased from $177.3 4 7 million to $168.6 million for the nine months ended September 30, 1999 and September 30, 2000, respectively, a decrease of $8.7 million, or 4.9%. Volumes produced under tolling contracts decreased from 133.5 million pounds to 85.6 million for the three months ended September 30, 1999 and September 30, 2000, respectively, and decreased from 393.4 million pounds to 308.6 million pounds for the nine months ended September 30, 1999 and September 30, 2000, respectively. Other than 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 $1.3 million for the three months ended September 30, 2000 over the same period ended September 30, 1999 and caused revenues from tolling to increase by $4.0 million for the nine months ended September 30, 2000 over the same period ended September 30, 1999. Offsetting the impact of volume changes, increases in average effective LME aluminum prices from $.68 per pound to $.75 per pound for the three months ended September 30, 1999 and September 30, 2000, respectively, pushed revenues from tolling contracts upward by $4.3 million. The average effective LME aluminum prices for the nine months ended September 30, 1999 and September 30, 2000 were $.63 per pound and $.76 per pound, respectively, causing a $38.1 million increase in revenues from tolling contracts. Sales of non-tolled products increased from $51.0 million to $53.9 million in the three months ended September 30, 1999 and September 30, 2000, respectively, and increased from $145.8 million to $161.7 million for the nine months ended September 30, 1999 and September 30, 2000, respectively. The primary factors affecting revenues from sales of non-tolled products were the rise in market prices of aluminum and changes in volumes shipped. Shipments of non-tolled aluminum products were 67.7 million pounds and 67.2 million pounds in the three months ended September 30, 1999 and September 30, 2000, respectively. For the nine-month periods ended September 30, shipments of non-tolled aluminum products increased from 197.0 million pounds for 1999 to 205.5 million pounds in 2000. These changes in volumes decreased revenues $0.4 million for the three-month periods and increased revenues $6.7 million for the nine-month periods. The 4.3% increase in shipments for the nine-month periods ended September 30 was 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, an increase in average selling price of $.05 per pound because of the overall rise in the market price of aluminum provided increases in non-tolling revenues. For the three-month periods the positive impact from price was $3.3 million and for the nine-month periods the positive impact was $9.2 million. Cost of revenues decreased from $105.6 million to $91.3 million in the three months ended September 30, 1999 and September 30, 2000, respectively, a decrease of $14.3 million, or 13.6%. Cost of revenues decreased from $309.1 million to $302.9 million in the nine months 5 8 ended September 30, 1999 and September 30, 2000, respectively, a decrease of $6.2 million, or 2.0%. As a percentage of revenues, cost of revenues declined from 93.7% to 90.4% for the three-month periods and declined from 95.7% to 91.7% for the nine-month periods ended September 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 $18.2 million of cost of revenues related to tolling activities for the three months ended September 30, 2000 and eliminated $36.2 million of cost of revenues related to tolling for the nine months ended September 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 $6.8 million for the three months and $13.6 million for the nine-months ended September 30, 2000 compared to the same periods in 1999. The increased market price of aluminum from 1999 to 2000 resulted in an increase in our purchased metal costs of $1.1 million for the comparative three month periods ended September 30. For the nine month periods ended September 30, the increased market price of aluminum resulted in our purchased metal costs increasing for the comparative periods by $5.9 million. For the three-month periods ended September 30, power costs increased $0.4 million from $19.8 million in 1999 to $20.2 million in 2000. For the nine-month periods ended September 30, they increased $9.7 million from $61.1 million in 1999 to $70.8 million in 2000. The increases resulted from increases in the market price of power. Gross margin increased from $7.1 million in the three months ended September 30, 1999 to $9.7 million in the three months ended September 30, 2000, an increase of 36.6%. Gross margin increased from $14.0 million in the nine months ended September 30, 1999 to $27.4 million in the nine months ended September 30, 2000, an increase of 95.7%. As a percentage of revenues, gross margin rose from 6.3% to 9.6% for the three month periods, and rose from 4.3% to 8.3% for the nine month periods, ended September 30, 1999 and 2000, respectively. The increase in gross margin resulted primarily from the changes in revenues and cost of revenues (discussed above). General and administrative expenses increased from $3.6 million to $6.5 million in the three months ended September 30, 1999 and September 30, 2000, respectively, an increase of 80.4%. General and administrative expenses increased from $12.2 million to $14.7 million for the nine months ended September 30, 1999 and September 30, 2000, respectively, an increase of 20.5%. As a percentage of revenues, general and administrative expenses increased from 3.2% to 6.4% for the related three-month periods, and increased from 3.8% to 4.5% for the related nine-month periods. The increases resulted primarily from the recognition of a $2.0 million provision for the possible non-collection of an account receivable. 6 9 Interest expense increased from $5.1 million to $5.6 million in the three months ended September 30, 1999 and September 30, 2000, respectively. Interest expense increased from $16.8 million to $17.4 million in the nine months ended September 30, 1999 and September 30, 2000, respectively. The increase from 1999 to 2000 is due to increased borrowings under the revolving credit facility. Income tax expense was $0.9 million and $0.6 million in the three months ended September 30, 1999 and September 30, 2000, respectively. Income tax benefit decreased from $1.2 million to an income tax expense of $2.1 million for the nine months ended September 30, 1999 and September 30, 2000, respectively. These changes were due primarily to changes in taxable income or loss in the corresponding periods in 1999 and 2000. As a result of the foregoing factors, we reported a net loss of $3.0 million in the three months ended September 30, 2000 versus a net loss of $2.3 million in the three months ended September 30, 1999. For the nine months ended September 30, 2000, we reported a net loss of $7.2 million, versus a net loss of $13.3 million for the nine months ended September 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. 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 excess borrowing base available at any given time. Based on this formula, the net availability under the revolving line of credit was $67.7 million at September 30, 2000, and we had $41.6 million outstanding under this credit facility at September 30, 2000. More recently at October 31, 2000, the net availability under the revolving line of credit was $70.4 million and we had $45.6 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. Furthermore, we are subject to a number of contingencies and uncertainties. 7 10 Our statement of cash flows for the periods indicated are summarized below:

The net cash provided by operating activities was $5.7 million for the nine months ended September 30, 2000, and the net cash used in operating activities was $7.3 million for the nine months ended September 30, 1999. Of the net cash provided by operating activities during the nine months ended September 30, 2000, $11.7 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 $6.0 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 nine months ended September 30, 1999, $2.6 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 $9.9 million. The increase in working capital requirements was due to the normalization of credit terms with a primary supplier. Net cash used in investing activities was $21.6 million and $24.5 million in the nine months ended September 30, 2000 and September 30, 1999, respectively. Cash used in investing activities in the nine months ended September 30, 2000 was primarily attributable to capital expenditures of $21.7 million. Cash used in investing activities in the nine months ended September 30, 1999 was primarily attributable to capital expenditures of $26.2 million. Net cash provided by financing activities was $16.0 million in the nine months ended September 30, 2000, compared to net cash used in financing activities of $0.9 million in the nine months ended September 30, 1999. Net cash provided by financing activities in the nine months ended September 30, 2000 was primarily attributable to net borrowings of $16.3 million under our revolving credit facility. We believe cash flow from curtailed operations and the sale of the resulting excess electrical power, 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. 8 11 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: o to make required payments of principal and interest on the notes and our other debt; o to finance anticipated capital expenditures; o to fund working capital requirements; or o 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. In June 2000, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 138 ("SFAS No. 138"), Accounting for Certain Derivative Instruments and Certain Hedging Activities. 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 and No. 138 are 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 and No. 138 will have on our consolidated financial statements. 9 12 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," "-Recent Developments," "-Results of Operations," and "-Liquidity and Capital Resources"). Such statements can be identified by the use of forward looking terminology such as "believes," "expects," "may," "estimates," "will," "should," "plans," or "anticipates" or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. These factors include the following: o fluctuations in the price of primary aluminum; o fluctuations in the cost of electricity; o servicing our substantial indebtedness; o the incurrence of future indebtedness; o restrictions on our ability to operate our business imposed by the terms of our indebtedness; o the effects of federal and state environmental laws and regulations; o the continued viability of the technology used in our smelters; o our ability to operate effectively without tolling agreements, including the Glencore tolling agreement; o retaining and recruiting key personnel; and o 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. 10 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this amended 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: November 17, 2000 By: /s/ WILLIAM R. REID ------------------------------------ William R. Reid Chief Financial Officer GOLDENDALE HOLDING COMPANY GOLDENDALE ALUMINUM COMPANY NORTHWEST ALUMINUM TECHNOLOGIES, LLC Date: November 17, 2000 By: /s/ JESSIE CASSWELL ------------------------------------- Jessie Casswell Chief Financial Officer 11

GOLDEN NORTHWEST ALUMINUM INC 10-Q/A