Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2009
OR
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o |
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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: 333-148977
NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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20-8908550
(I.R.S. Employer Identification Number) |
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801 Crescent Centre Drive, Suite 600
Franklin, Tennessee
(Address of Principal Executive Offices)
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37067
(Zip Code) |
Registrants Telephone Number, Including Area Code: (615) 771-5700
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 þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding twelve months (or for such
shorter period that the registrant was required to submit and post such files).
YES o NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
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Smaller reporting company o
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). YES o NO þ
As of July 31, 2009, there were 21,766,789 shares of Noranda common stock outstanding.
PART I. FINANCIAL INFORMATION
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Item 1. |
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Financial Statements |
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(unaudited)
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December 31, 2008 |
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June 30, 2009 |
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$ |
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$ |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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184,716 |
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182,258 |
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Accounts receivable, net |
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74,472 |
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60,624 |
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Inventories |
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139,019 |
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135,209 |
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Derivative assets, net |
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81,717 |
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80,166 |
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Taxes receivable |
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13,125 |
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17,637 |
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Other current assets |
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3,367 |
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39,900 |
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Total current assets |
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496,416 |
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515,794 |
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Investments in affiliates |
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205,657 |
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127,556 |
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Property, plant and equipment, net |
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599,623 |
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574,635 |
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Goodwill |
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242,776 |
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202,576 |
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Other intangible assets, net |
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66,367 |
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61,720 |
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Long-term derivative assets, net |
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255,816 |
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191,001 |
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Other assets |
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69,516 |
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60,701 |
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Total assets |
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1,936,171 |
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1,733,983 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable: |
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Trade |
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34,816 |
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41,341 |
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Affiliates |
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34,250 |
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27,729 |
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Accrued liabilities |
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32,453 |
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27,637 |
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Accrued interest |
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2,021 |
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278 |
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Deferred revenue |
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287 |
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219 |
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Deferred tax liabilities |
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24,277 |
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26,576 |
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Current portion of long-term debt |
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32,300 |
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Total current liabilities |
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160,404 |
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123,780 |
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Long-term debt |
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1,314,308 |
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1,103,591 |
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Pension liabilities |
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120,859 |
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128,958 |
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Other long-term liabilities |
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39,582 |
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35,554 |
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Deferred tax liabilities |
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262,383 |
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303,485 |
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Common stock subject to redemption (100,000
shares at December 31, 2008 and
June 30, 2009) |
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2,000 |
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2,000 |
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Shareholders equity: |
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Common stock (100,000,000 shares
authorized; $0.01 par value;
21,746,548 and 21,766,789 shares
issued and outstanding at December
31, 2008 and June 30, 2009,
respectively; including 100,000
shares subject to redemption at
December 31, 2008 and June 30, 2009) |
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217 |
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217 |
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Capital in excess of par value |
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14,383 |
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15,074 |
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Accumulated deficit |
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(176,280 |
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(144,127 |
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Accumulated other comprehensive income |
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198,315 |
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165,451 |
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Total shareholders equity |
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36,635 |
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36,615 |
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Total liabilities and shareholders equity |
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1,936,171 |
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1,733,983 |
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See accompanying notes
2
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Statements of Operations
(in thousands)
(unaudited)
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Three months ended June 30, |
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Six months ended June 30, |
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2008 |
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2009 |
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2008 |
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2009 |
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$ |
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$ |
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$ |
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$ |
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Sales |
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347,216 |
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157,679 |
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647,496 |
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321,994 |
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Operating costs and expenses: |
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Cost of sales |
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291,345 |
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163,745 |
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533,917 |
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348,064 |
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Selling, general and administrative expenses |
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20,831 |
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10,717 |
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36,686 |
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32,943 |
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Goodwill and other intangible asset impairment |
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43,000 |
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Excess insurance proceeds |
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(29,185 |
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(29,185 |
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312,176 |
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145,277 |
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570,603 |
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394,822 |
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Operating income (loss) |
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35,040 |
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12,402 |
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76,893 |
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(72,828 |
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Other expenses (income) |
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Interest expense, net |
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21,014 |
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14,100 |
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45,227 |
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29,974 |
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Loss (gain) on hedging activities, net |
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10,598 |
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(53,198 |
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5,001 |
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(98,326 |
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Equity in net (income) loss of investments in affiliates |
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(2,860 |
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34,051 |
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(5,514 |
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78,101 |
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Loss (gain) on debt repurchase |
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1,202 |
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(12,442 |
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1,202 |
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(164,650 |
) |
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Total other expenses (income) |
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29,954 |
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(17,489 |
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45,916 |
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(154,901 |
) |
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Income before income taxes |
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5,086 |
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29,891 |
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30,977 |
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82,073 |
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Income tax expense |
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1,607 |
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42,017 |
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10,292 |
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49,920 |
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Net income (loss) for the period |
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3,479 |
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(12,126 |
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20,685 |
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32,153 |
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See accompanying notes
3
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Statements of Shareholders (Deficiency) Equity
(in thousands)
(unaudited)
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Accumulated |
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Capital in |
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other |
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Common |
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excess |
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Accumulated |
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comprehensive |
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stock |
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of par value |
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Deficit |
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(loss) income |
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Total |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance, December 31, 2007 |
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216 |
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11,767 |
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(12,059 |
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(76 |
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For the year ended December 31, 2008: |
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Net loss |
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(74,057 |
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(74,057 |
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Pension adjustment, net of tax benefit of $31,842 |
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(53,408 |
) |
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(53,408 |
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Net unrealized gains (losses) on cash flow hedges: |
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Unrealized gains, net of taxes of $159,082 |
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279,201 |
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279,201 |
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Reclassification amounts realized in net
income, net of tax benefit of $8,786 |
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(15,419 |
) |
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(15,419 |
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Total comprehensive income |
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136,317 |
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Distribution to shareholders |
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(102,223 |
) |
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(102,223 |
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Issuance of shares |
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1 |
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285 |
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286 |
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Repurchase of shares |
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(45 |
) |
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(45 |
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Stock compensation expense |
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2,376 |
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2,376 |
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Balance, December 31, 2008 |
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217 |
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14,383 |
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(176,280 |
) |
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198,315 |
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36,635 |
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Net income |
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32,153 |
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32,153 |
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Net unrealized gains (losses) on cash flow hedges: |
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Unrealized gains, net of taxes of $26,767 |
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46,970 |
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46,970 |
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Reclassification amounts realized in net
income, net of tax benefit of $45,495 |
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(79,834 |
) |
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(79,834 |
) |
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Total comprehensive loss |
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(711 |
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Issuance of shares |
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41 |
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41 |
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Repurchase of shares |
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(90 |
) |
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(90 |
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Stock compensation expense |
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|
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|
740 |
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|
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|
740 |
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Balance, June 30, 2009 |
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217 |
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15,074 |
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(144,127 |
) |
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165,451 |
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36,615 |
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See accompanying notes
4
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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Six months ended June 30, |
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|
2008 |
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2009 |
|
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$ |
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$ |
|
OPERATING ACTIVITIES |
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Net income |
|
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20,685 |
|
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|
32,153 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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49,331 |
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45,720 |
|
Non-cash interest |
|
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3,806 |
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|
23,649 |
|
Loss on disposal of property, plant and equipment |
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|
1,322 |
|
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|
3,475 |
|
Insurance proceeds applied to capital expenditures |
|
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|
|
|
|
(7,161 |
) |
Goodwill and other intangible asset impairment |
|
|
|
|
|
|
43,000 |
|
Gain on hedging activities, net of cash settlements |
|
|
(241 |
) |
|
|
(70,211 |
) |
Settlements from hedge terminations, net |
|
|
|
|
|
|
70,139 |
|
Loss (gain) on debt repurchase |
|
|
1,202 |
|
|
|
(164,650 |
) |
Equity in net (income) loss of investments in affiliates |
|
|
(5,514 |
) |
|
|
78,101 |
|
Deferred income taxes |
|
|
(6,174 |
) |
|
|
62,130 |
|
Stock compensation expense |
|
|
1,108 |
|
|
|
740 |
|
Changes in other assets |
|
|
3,034 |
|
|
|
3,046 |
|
Changes in pension liabilities |
|
|
2,201 |
|
|
|
8,099 |
|
Changes in other long-term liabilities |
|
|
334 |
|
|
|
(4,028 |
) |
Changes in operating assets and liabilities: |
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|
|
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|
|
|
Accounts receivable, net |
|
|
(34,405 |
) |
|
|
13,848 |
|
Insurance receivable |
|
|
|
|
|
|
(34,125 |
) |
Inventories |
|
|
2,905 |
|
|
|
3,810 |
|
Other current assets |
|
|
963 |
|
|
|
12,438 |
|
Accounts payable |
|
|
53,144 |
|
|
|
(903 |
) |
Taxes receivable |
|
|
(3,220 |
) |
|
|
(4,513 |
) |
Accrued interest |
|
|
(1,920 |
) |
|
|
(1,743 |
) |
Deferred revenue |
|
|
10,765 |
|
|
|
(68 |
) |
Accrued liabilities |
|
|
1,314 |
|
|
|
(4,816 |
) |
|
|
|
|
|
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|
Cash provided by operating activities |
|
|
100,640 |
|
|
|
108,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(23,276 |
) |
|
|
(22,360 |
) |
Proceeds from insurance related to capital expenditures |
|
|
|
|
|
|
7,161 |
|
Proceeds from sale of property, plant and equipment |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in investing activities |
|
|
(23,270 |
) |
|
|
(15,199 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from issuance of shares |
|
|
2,225 |
|
|
|
41 |
|
Distribution to shareholders |
|
|
(102,223 |
) |
|
|
|
|
Repurchase of shares |
|
|
|
|
|
|
(90 |
) |
Repayment of debt |
|
|
(30,300 |
) |
|
|
(24,500 |
) |
Repurchase of debt |
|
|
|
|
|
|
(70,840 |
) |
|
|
|
|
|
|
|
Cash used in financing activities |
|
|
(130,298 |
) |
|
|
(95,389 |
) |
|
|
|
|
|
|
|
Change in cash and cash equivalents |
|
|
(52,928 |
) |
|
|
(2,458 |
) |
Cash and cash equivalents, beginning of period |
|
|
75,630 |
|
|
|
184,716 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
|
22,702 |
|
|
|
182,258 |
|
|
|
|
|
|
|
|
See accompanying notes
5
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
1. ACCOUNTING POLICIES
Basis of presentation
Noranda Aluminum Holding Corporation (Noranda, the Company, we, us, and our),
through its direct wholly owned subsidiary, Noranda Aluminum Acquisition Corporation, (Noranda
AcquisitionCo), owns all of the outstanding shares of Noranda Aluminum, Inc. Noranda HoldCo
refers only to Noranda Aluminum Holding Corporation, excluding its subsidiaries. Noranda, the
Company, we, us and our, all refer to the entire consolidated business, including Noranda HoldCo
and each of its subsidiaries. Noranda HoldCo and Noranda AcquisitionCo were formed by affiliates of
Apollo Management, L.P. (collectively, Apollo). The Company operates an aluminum smelter in New
Madrid, Missouri (New Madrid), and four rolling mills in the southeastern United States in
Huntingdon, Tennessee, Salisbury, North Carolina and Newport, Arkansas (downstream business or
downstream). Additionally, the Company holds 50% joint venture interests in a Gramercy, Louisiana
alumina refinery partnership (Gramercy) and a Jamaican bauxite mining partnership (St. Ann or
SABL). The Companys primary aluminum business (the upstream business or upstream) comprises
New Madrid, Gramercy, SABL, and the corporate office in Franklin, Tennessee. The wholly owned
subsidiaries of Noranda AcquisitionCo include Noranda Intermediate Holding Corporation (Noranda
Intermediate), Noranda Aluminum, Inc., Norandal USA, Inc., Gramercy Alumina Holdings Inc., and NHB
Capital Corp. (NHB).
On April 10, 2007, Noranda AcquisitionCo entered into a Stock Purchase Agreement with Noranda
Finance, Inc. (subsequently renamed Noranda Intermediate), an indirect wholly owned subsidiary of
Xstrata plc (together with its subsidiaries, Xstrata), and Xstrata (Schweiz) A.G., a direct
wholly owned subsidiary of Xstrata, pursuant to which it agreed to purchase all of the outstanding
shares of Noranda Intermediate, which together with its subsidiaries constituted the Noranda
aluminum business of Xstrata. The acquisition was completed on May 18, 2007 (the Apollo
Acquisition). Noranda HoldCo and Noranda AcquisitionCo had no assets or operations prior to the
acquisition of Noranda Intermediate on May 18, 2007.
Our investments in non-controlled entities in which we have the ability to exercise equal or
significant influence over operating and financial policies are accounted for by the equity method.
All intercompany transactions and accounts have been eliminated in consolidation.
Our accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America (U.S.
GAAP) for interim financial information. The condensed consolidated financial statements,
including these notes, are unaudited and exclude some of the disclosures required in annual
financial statements. The year-end condensed consolidated balance sheet data was derived from
audited financial statements. In managements opinion, the condensed consolidated financial
statements include all adjustments (consisting of normal recurring accruals) that are considered
necessary for the fair presentation of our financial position and operating results.
Certain reclassifications were made to financial statements issued in the prior year. We
incurred a $1.2 million loss on debt repayments, which was
previously classified in interest expense for the
three and six months ended June 30, 2008. The reclassification
to loss (gain) on debt repurchases is reflected on the condensed
consolidated statements of operations as well as the condensed consolidated statements of cash
flows.
The operating results presented for interim periods are not necessarily indicative of the
results that may be expected for any other interim period or for the entire year. These financial
statements should be read in conjunction with our 2008 annual financial statements included in our
Form 10-K, filed with the U.S. Securities and Exchange Commission (SEC) on February 25, 2009.
Subsequent events have been evaluated through August 11, 2009, the date these financial
statements were issued.
Insurance accounting
Due to the power outage which impacted our New Madrid smelter during the week of January 26,
2009, which is discussed further in Note 3 to the financial statements, management has determined
that accounting for insurance represents a significant accounting policy.
In recording costs and losses associated with the power outage, we follow applicable
U.S. GAAP to determine asset write-downs, changes in estimated useful lives, and accruals for
out-of-pocket costs. To the extent the realization of the claims for costs and losses are probable,
we record expected proceeds only to the extent that costs and losses have been reflected in the
financial statements in accordance with applicable U.S. GAAP. For claim amounts resulting in gains
or in excess of costs and losses that have been reflected in the financial statements, such as when
the replacement cost of damaged assets exceeds the book value of those assets or in the case of
profit margin on lost sales, we record such amounts only when those portions of the claims,
including all contingencies, are settled.
6
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Impact of recently issued accounting standards
Effective January 1, 2009, we adopted the following accounting standards:
|
|
|
Previously deferred portions of Statement of Financial Accounting Standards (SFAS)
No. 157, Fair Value Measurements (SFAS No. 157), related to nonfinancial assets and
nonfinancial liabilities. See Note 18 for further discussion. |
|
|
|
SFAS No. 141 (Revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R
will apply only to future business combinations, except that, in our circumstances,
certain changes in SFAS No. 109, Accounting for Income Taxes, (SFAS No. 109) will
require subsequent changes to valuation allowances recorded in purchase accounting to be
recorded as income tax expense (regardless of when the acquisition occurred). The
implementation of this standard did not have a material impact on our condensed
consolidated financial position and results of operations in the period of adoption. |
|
|
|
SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS
No. 160). SFAS No. 160 establishes disclosure and presentation requirements for
ownership interests in consolidated subsidiaries held by parties other than us
(sometimes called minority interests). We currently do not have a noncontrolling
interest in any consolidated entities. |
|
|
|
SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an
Amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 amends and expands
the disclosure requirements for derivative instruments. SFAS No. 161 does not change
accounting for derivative instruments. See Note 17 for further discussion. |
|
|
|
We adopted the following accounting standard in the three months ended June 30, 2009: |
|
|
|
SFAS No. 165, Subsequent Events (SFAS No. 165). SFAS No. 165 amends and expands the
disclosure requirements related to the period after the balance sheet date during which
management should evaluate events or transactions that might occur for potential
recognition or disclosure to the financial statements. |
2. JOINT VENTURE TRANSACTION
As
of June 30, 2009 we held a 50% interest in Gramercy and in St.
Ann. Pursuant to the agreements
governing the joint ventures, we and our joint venture partner, Century Aluminum Company (together
with its subsidiaries, Century), have been in negotiations concerning the future of the joint
ventures after December 2010. On August 3, 2009, we entered into an agreement with Century whereby
we will become the sole owner of both Gramercy and St. Ann (the Joint Venture Transaction). As
consideration in the Joint Venture Transaction, we have agreed to release Century from certain obligations. The
Joint Venture Transaction is expected to close in August, at which point Century will have no ownership interest
in either Gramercy or St. Ann.
In
connection with the Joint Venture Transaction, we and Century will enter into an agreement under which
Century will purchase alumina from Gramercy in 2009 and 2010.
3. NEW MADRID POWER OUTAGE
During the week of January 26, 2009, power supply to our New Madrid smelter, which supplies
all of the upstream business production, was interrupted several times because of a severe ice
storm in Southeastern Missouri. As a result of the outage, we lost approximately 75% of the smelter
capacity. The smelter has returned to operating above 55% of capacity as of June 30, 2009.
Management believes the smelter outage has had minimal impact on our value-added shipments of
rod and billet. We have been able to continue to supply our value-added customers because the
re-melt capability within the New Madrid facility has allowed us to make external metal purchases
and then utilize our value-added processing capacity. The downstream business has traditionally
purchased metal from New Madrid as well as from external sources of supply and has increased our
purchases from external suppliers to replace the metal New Madrid has not been able to supply.
Our pot line freeze insurance covers up to $77.0 million in losses for property damage
incurred, some operating costs during the operational downtime, incremental costs incurred for
recovery activities and business interruption insurance for lost profits. During the three months
ended June 30, 2009, we reached a $43.9 million settlement with our primary insurance carrier,
Factory Mutual Insurance Company (FM Global). We reached a settlement of $23.6 million with the
other insurance carriers subsequent to June 30, 2009, bringing the total insurance settlement to
$67.5 million. We have received $15.0 million of proceeds from our insurance carriers
as of June 30, 2009 and recorded a receivable from our primary insurance carrier for $34.1
million in other current assets to reflect expected proceeds which were probable of recovery at
June 30, 2009. All remaining expected insurance settlement proceeds of $52.5 million were received
during July 2009. Insurance proceeds funded $7.2 million of capital expenditures as of June 30,
2009.
7
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following table shows the insurance activity as presented in the financial statement (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2009 |
|
|
|
Items |
|
|
Related |
|
|
Net |
|
|
Items |
|
|
Related |
|
|
Net |
|
|
|
incurred |
|
|
proceeds |
|
|
impact |
|
|
incurred |
|
|
proceeds |
|
|
impact |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Cost of sales |
|
|
6,503 |
|
|
|
(6,523 |
) |
|
|
(20 |
) |
|
|
13,767 |
|
|
|
(13,767 |
) |
|
|
|
|
Selling, general and administrative expenses |
|
|
2,048 |
|
|
|
(6,173 |
) |
|
|
(4,125 |
) |
|
|
6,173 |
|
|
|
(6,173 |
) |
|
|
|
|
Excess insurance proceeds |
|
|
|
|
|
|
(29,185 |
) |
|
|
(29,185 |
) |
|
|
|
|
|
|
(29,185 |
) |
|
|
(29,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,551 |
|
|
|
(41,881 |
) |
|
|
(33,330 |
) |
|
|
19,940 |
|
|
|
(49,125 |
) |
|
|
(29,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance cash receipts through June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance receivable recorded at June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As the claim settlement process developed in second quarter 2009, we revised certain
allocation methodologies to more closely match our claim. While these revisions would have resulted
in a minimal change to the disclosed amount of items incurred and to the allocation of expected
proceeds during first quarter 2009, they would have had no net impact to the financial statements
as presented during first quarter 2009.
The line item titled Excess insurance proceeds reflects the residual insurance recovery
after applying total expected proceeds recognized against the losses incurred through June 30,
2009. This amount is not intended to represent a gain on the insurance claim, but only a timing
difference between expected proceeds recognized and claim-related costs incurred. We will continue
to incur costs into the future related to bringing the production back to full capacity and may
incur costs that exceed the total insurance settlement. The $15.0 million of cash receipts at June
30, 2009 includes $9.8 million received from FM Global and $5.2 million received from the other
carriers during the six months ended June 30, 2009. The remaining receivable reflects the $43.9
million settlement with FM Global minus the $9.8 million of proceeds received from FM Global prior
to June 30, 2009.
4. RESTRUCTURING
In December 2008, we announced a Company-wide workforce and business process restructuring
that reduced our operating costs, conserved liquidity and improved operating efficiencies.
The workforce restructuring plan involved a total staff reduction of approximately 338
employees and contract workers. The reduction in the employee workforce included 242 affected
employees in our upstream business. These reductions were substantially completed during fourth
quarter 2008. The reductions at the downstream facilities in Huntingdon, Tennessee, Salisbury,
North Carolina, and Newport, Arkansas included 96 affected employees and were substantially
completed during fourth quarter 2008.
8
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following table summarizes the impact of the restructuring (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One time involuntary |
|
|
Total restructuring |
|
|
|
Window benefits(a) |
|
|
termination benefits(b) |
|
|
charge |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Restructuring expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
1,770 |
|
|
|
4,583 |
|
|
|
6,353 |
|
Downstream |
|
|
|
|
|
|
2,792 |
|
|
|
2,792 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,770 |
|
|
|
7,375 |
|
|
|
9,145 |
|
Benefits paid in 2008 |
|
|
|
|
|
|
(532 |
) |
|
|
(532 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
|
1,770 |
|
|
|
6,843 |
|
|
|
8,613 |
|
Benefits paid in 2009-upstream |
|
|
(75 |
) |
|
|
(4,039 |
) |
|
|
(4,114 |
) |
Benefits paid in 2009-downstrream |
|
|
|
|
|
|
(2,360 |
) |
|
|
(2,360 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009 |
|
|
1,695 |
|
|
|
444 |
|
|
|
2,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Window benefits were recorded in pension liabilities on the condensed consolidated balance
sheets. Benefits paid represent estimated expenses. The actual balance will be determined
actuarially at the pension remeasurement date. |
|
(b) |
|
One-time termination benefits were recorded in accrued liabilities on the condensed
consolidated balance sheets. |
5. SUPPLEMENTAL FINANCIAL STATEMENT DATA
Statements of operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Interest expense |
|
|
21,539 |
|
|
|
14,163 |
|
|
|
46,750 |
|
|
|
30,060 |
|
Interest income |
|
|
(525 |
) |
|
|
(63 |
) |
|
|
(1,523 |
) |
|
|
(86 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
21,014 |
|
|
|
14,100 |
|
|
|
45,227 |
|
|
|
29,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of cash flow (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Interest paid |
|
|
39,320 |
|
|
|
3,752 |
|
|
|
47,135 |
|
|
|
10,320 |
|
Income taxes paid (received) |
|
|
19,659 |
|
|
|
345 |
|
|
|
19,672 |
|
|
|
(6,702 |
) |
6. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Cash |
|
|
8,107 |
|
|
|
58,334 |
|
Money market funds |
|
|
176,609 |
|
|
|
73,924 |
|
Short-term treasury bills |
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
|
184,716 |
|
|
|
182,258 |
|
|
|
|
|
|
|
|
Cash and cash equivalents include all cash balances and highly liquid investments with a
maturity of three months or less at the date of purchase. During 2008, FDIC limits increased and at
December 31, 2008 and June 30, 2009, all cash balances, excluding the money market funds and the
short-term treasury bills, were fully insured by the FDIC. All of our money market funds are
invested entirely in U.S. treasury securities, which we believe do not expose us to significant
credit risk. We consider our investments in money market funds and short-term treasury bills to be
available for use in our operations. We report money market funds and short-term treasury bills at
fair value.
9
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
7. INVENTORIES
The components of inventories, stated at the lower of last-in-first-out (LIFO) cost or
market, are (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Raw materials |
|
|
55,311 |
|
|
|
54,545 |
|
Work-in-process |
|
|
37,945 |
|
|
|
28,923 |
|
Finished goods |
|
|
28,716 |
|
|
|
15,696 |
|
|
|
|
|
|
|
|
Total inventory subject to LIFO valuation, at first-in-first-out (FIFO) cost |
|
|
121,972 |
|
|
|
99,164 |
|
LIFO adjustment |
|
|
40,379 |
|
|
|
42,557 |
|
Lower of cost or market reserve (LCM) |
|
|
(51,319 |
) |
|
|
(35,883 |
) |
|
|
|
|
|
|
|
Inventory at lower of LIFO cost or market |
|
|
111,032 |
|
|
|
105,838 |
|
Supplies (stated at FIFO cost) |
|
|
27,987 |
|
|
|
29,371 |
|
|
|
|
|
|
|
|
Total inventory |
|
|
139,019 |
|
|
|
135,209 |
|
|
|
|
|
|
|
|
The LCM is based on our best estimates of product sales prices as indicated by the price of
aluminum in commodity markets at quarter end and customer demand patterns, which are subject to
general economic conditions. It is at least reasonably possible that the estimates used by us to
determine our provision for inventory valuation will be materially different from the actual
amounts or results. These differences could result in materially higher than expected inventory
losses, which could have a material effect on our results of operations and financial condition in
the near term.
Work-in-process and finished goods inventories consist of the cost of materials, labor and
production overhead costs.
We use the LIFO method of valuing raw materials, work-in-process and finished goods
inventories. An actual valuation of these components under the LIFO method is made at the end of
each year based on inventory levels and costs at that time. During the six months ended June 30,
2009, we recorded a LIFO loss of $11.9 million due to a decrement in inventory quantities because
management does not expect to build an inventory layer in 2009.
8. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is based on the estimated
useful lives of the assets computed principally by the straight-line method for financial reporting
purposes.
Property, plant and equipment, net consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated useful lives |
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
(in years) |
|
|
$ |
|
|
$ |
|
Land |
|
|
|
|
|
|
11,921 |
|
|
|
11,921 |
|
Buildings and improvements |
|
|
1047 |
|
|
|
87,155 |
|
|
|
87,714 |
|
Machinery and equipment |
|
|
350 |
|
|
|
632,834 |
|
|
|
645,252 |
|
Construction in progress |
|
|
|
|
|
|
22,495 |
|
|
|
24,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
754,405 |
|
|
|
769,177 |
|
Accumulated depreciation |
|
|
|
|
|
|
(154,782 |
) |
|
|
(194,542 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net |
|
|
|
|
|
|
599,623 |
|
|
|
574,635 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales includes depreciation expense of the following amount in each period (in
thousands):
|
|
|
|
|
Quarter-to-date |
|
$ |
|
Three months ended June 30, 2008 |
|
|
23,780 |
|
Three months ended June 30, 2009 |
|
|
19,440 |
|
|
|
|
|
|
Year-to-date |
|
$ |
|
Six months ended June 30, 2008 |
|
|
47,451 |
|
Six months ended June 30, 2009 |
|
|
43,873 |
|
Depreciation expense for 2009 in the tables above excludes insurance recoveries related to the
power outage discussed in Note 3.
10
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
In connection with the power outage at New Madrid, we wrote off assets with a net book value
of $1.8 million during first quarter 2009. During second quarter 2009, asset disposal costs in
connection with the power outage were immaterial, as the assets written off had immaterial net book
values. In addition, due to damage from the power outage, the lives of certain remaining assets
were reduced by approximately one year during first quarter 2009, resulting in $1.2 million and
$2.8 million of increased depreciation expense for the respective three and six month periods ended
June 30, 2009.
9. GOODWILL
Goodwill represents the excess of acquisition consideration paid over the fair value of
identifiable net tangible and identifiable intangible assets acquired. In accordance with SFAS No.
142, Goodwill and Other Intangible Assets (SFAS No. 142), goodwill and other indefinite-lived
intangible assets are not amortized, but are reviewed for impairment at least annually, in the
fourth quarter, or upon the occurrence of certain triggering events. We evaluate goodwill for
impairment using a two-step process provided by SFAS No. 142.
The following presents changes in the carrying amount of goodwill for the following periods
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
Downstream |
|
|
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance, December 31, 2007 |
|
|
124,853 |
|
|
|
131,269 |
|
|
|
256,122 |
|
Changes in purchase price allocations |
|
|
4,588 |
|
|
|
(464 |
) |
|
|
4,124 |
|
Tax adjustments |
|
|
8,269 |
|
|
|
(239 |
) |
|
|
8,030 |
|
Impairment loss |
|
|
|
|
|
|
(25,500 |
) |
|
|
(25,500 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 |
|
|
137,710 |
|
|
|
105,066 |
|
|
|
242,776 |
|
Impairment loss |
|
|
|
|
|
|
(40,200 |
) |
|
|
(40,200 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2009 |
|
|
137,710 |
|
|
|
64,866 |
|
|
|
202,576 |
|
|
|
|
|
|
|
|
|
|
|
Based upon the final evaluation of the fair value of our tangible and intangible assets
acquired and liabilities assumed as of the closing date of the Apollo Acquisition, we recorded
valuation adjustments that increased goodwill and decreased property, plant and equipment $4.1
million in March 2008.
In accordance with the Emerging Issues Task Force (EITF), Issue No. 93-7 Uncertainties
Related to Income Taxes in a Purchase Business Combinations (EITF 93-7), adjustments upon
resolution of income tax uncertainties that predate or result from a purchase business combination
should be recorded as an increase or decrease to goodwill, if any. Following the guidance of EITF
93-7, we recorded a $10.9 million adjustment to increase goodwill in June 2008 to account for the
difference between the estimated deferred tax asset for the carryover basis of acquired federal net
operating loss and minimum tax credit carryforwards and the final deferred tax asset for such net
operating loss and minimum tax credit carryforwards. In December 2008, we recorded a $2.9 million
adjustment to decrease goodwill to reflect the final determination of taxes.
Impairment
During fourth quarter 2008, as the impact of the global economic contraction began to be
realized, we recorded an estimated $25.5 million impairment write-down of goodwill in the
downstream business. In connection with the preparation of our condensed consolidated financial
statements for first quarter 2009, we concluded that it was appropriate to re-evaluate our goodwill
and intangibles for potential impairment in light of the power outage at our New Madrid smelter and
the accelerated deteriorations of demand volumes in both our upstream and downstream segments.
Based on our interim impairment analysis during first quarter 2009, we recorded an impairment
charge of $2.8 million on trade names and $40.2 million on goodwill in the downstream segment. We
finalized certain valuations related to our goodwill impairment analysis during second quarter
2009 regarding the recoverability of goodwill, which did not result in any adjustments to the impairment charges recorded during first
quarter 2009. No further deterioration was noted in second quarter 2009; therefore, no goodwill
impairment testing was necessary at June 30, 2009. However, future impairment charges could be
required if we do not achieve our current cash flow, revenue and profitability projections.
See Note 21 for a discussion of impairment related to the joint ventures.
11
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Our analyses included assumptions about future profitability and cash flows of our segments,
which we believe reflect our best estimates at the date the valuations were performed. The
estimates were based on information that was known or knowable at the date of the valuations, and
is at least reasonably possible that the assumptions we employed will be materially different from
the actual amounts or results, and that additional impairment charges for either or both segments
will be necessary during 2009. Future impairment charges could be required if we do not achieve our
current cash flow, revenue and profitability projections.
10. OTHER INTANGIBLE ASSETS
Other intangible assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Non-amortizable: |
|
|
|
|
|
|
|
|
Trade names (indefinite life) |
|
|
20,494 |
|
|
|
17,694 |
|
Amortizable: |
|
|
|
|
|
|
|
|
Customer relationships (15 year weighted average life) |
|
|
51,288 |
|
|
|
51,288 |
|
Other (2.5 year weighted average life) |
|
|
689 |
|
|
|
689 |
|
|
|
|
|
|
|
|
|
|
|
72,471 |
|
|
|
69,671 |
|
Accumulated amortization |
|
|
(6,104 |
) |
|
|
(7,951 |
) |
|
|
|
|
|
|
|
Total other intangible assets, net |
|
|
66,367 |
|
|
|
61,720 |
|
|
|
|
|
|
|
|
Amortization expense related to intangible assets is included in selling, general and
administrative expenses of the following amount in each period (in thousands):
|
|
|
|
|
Quarter-to-date |
|
$ |
|
Three months ended June 30, 2008 |
|
|
941 |
|
Three months ended June 30, 2009 |
|
|
912 |
|
|
|
|
|
|
Year-to-date |
|
$ |
|
Six months ended June 30, 2008 |
|
|
1,880 |
|
Six months ended June 30, 2009 |
|
|
1,847 |
|
As part of our interim impairment analysis of intangible assets during first quarter 2009
discussed in Note 9, we recorded an impairment charge of $2.8 million related to the
indefinite-lived trade names in the downstream business. Future impairment charges for either or
both segments could be required if we do not achieve current cash flow, revenue and profitability
projections.
12
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
11. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS
Accounts receivable, net consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Trade |
|
|
76,031 |
|
|
|
60,774 |
|
Allowance for doubtful accounts |
|
|
(1,559 |
) |
|
|
(150 |
) |
|
|
|
|
|
|
|
Total accounts receivable, net |
|
|
74,472 |
|
|
|
60,624 |
|
|
|
|
|
|
|
|
Other current assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Prepaid expenses |
|
|
3,068 |
|
|
|
4,066 |
|
Insurance recovery receivable |
|
|
|
|
|
|
34,125 |
|
Other current assets |
|
|
299 |
|
|
|
1,709 |
|
|
|
|
|
|
|
|
Total other current assets |
|
|
3,367 |
|
|
|
39,900 |
|
|
|
|
|
|
|
|
Other assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Deferred financing costs, net of amortization |
|
|
27,736 |
|
|
|
22,364 |
|
Cash surrender value of life insurance |
|
|
15,727 |
|
|
|
15,602 |
|
Other |
|
|
26,053 |
|
|
|
22,735 |
|
|
|
|
|
|
|
|
Total other assets |
|
|
69,516 |
|
|
|
60,701 |
|
|
|
|
|
|
|
|
Accrued liabilities consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Compensation and benefits |
|
|
16,301 |
|
|
|
14,323 |
|
Workers compensation |
|
|
3,299 |
|
|
|
3,596 |
|
Asset retirement and site restoration obligations |
|
|
2,193 |
|
|
|
1,910 |
|
Pension liabilities |
|
|
2,476 |
|
|
|
2,882 |
|
One-time involuntary termination benefits |
|
|
6,843 |
|
|
|
444 |
|
Other |
|
|
1,341 |
|
|
|
4,482 |
|
|
|
|
|
|
|
|
Total accrued liabilities |
|
|
32,453 |
|
|
|
27,637 |
|
|
|
|
|
|
|
|
Other long-term liabilities consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
FIN 48 liability |
|
|
9,560 |
|
|
|
9,823 |
|
Workers compensation |
|
|
9,159 |
|
|
|
9,216 |
|
Asset retirement and site restoration obligations |
|
|
6,602 |
|
|
|
7,047 |
|
Deferred interest payable |
|
|
7,344 |
|
|
|
4,384 |
|
Deferred compensation and other |
|
|
6,917 |
|
|
|
5,084 |
|
|
|
|
|
|
|
|
Total other long-term liabilities |
|
|
39,582 |
|
|
|
35,554 |
|
|
|
|
|
|
|
|
13
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
12. RELATED PARTY TRANSACTIONS
In connection with the Apollo Acquisition, we entered into a management consulting and
advisory services agreement with Apollo for the provision of certain structuring, management and
advisory services for an initial term ending on May 18, 2017. Terms of the agreement provide for
annual fees of $2.0 million, payable in one lump sum annually. We expense approximately $0.5
million of such fees each quarter within selling, general and administrative expenses in our
condensed consolidated statements of operations.
Accounts payable to affiliates consist of the following and are due in the ordinary course of
business (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Gramercy Alumina, LLC |
|
|
34,250 |
|
|
|
27,729 |
|
We purchased alumina in transactions with Gramercy, a 50% owned joint venture with Century
Aluminum Company. Purchases from Gramercy were as follows (in thousands):
|
|
|
|
|
Quarter-to-date |
|
$ |
|
Three months ended June 30, 2008 |
|
|
44,808 |
|
Three months ended June 30, 2009 |
|
|
16,938 |
|
|
|
|
|
|
Year-to-date |
|
$ |
|
Six months ended June 30, 2008 |
|
|
81,965 |
|
Six months ended June 30, 2009 |
|
|
44,696 |
|
We sell rolled aluminum products to Berry Plastics Corporation, a portfolio company
of Apollo, under an annual sales contract. Sales to this entity were as follows (in thousands):
|
|
|
|
|
Quarter-to-date |
|
$ |
|
Three months ended June 30, 2008 |
|
|
2,139 |
|
Three months ended June 30, 2009 |
|
|
1,182 |
|
|
|
|
|
|
Year-to-date |
|
$ |
|
Six months ended June 30, 2008 |
|
|
4,100 |
|
Six months ended June 30, 2009 |
|
|
2,354 |
|
13. LONG-TERM DEBT
The following table presents the carrying values and fair values of our related party and
third-party debt outstanding as of December 31, 2008 and June 30, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
Carrying value |
|
|
Fair value |
|
|
Carrying value |
|
|
Fair value |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Noranda: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Floating Rate Notes due
2014 (unamortized discount of
$1,842 and $574 at December 31,
2008 and June 30, 2009,
respectively) |
|
|
218,158 |
|
|
|
30,800 |
|
|
|
73,494 |
|
|
|
27,928 |
|
Noranda AcquisitionCo: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term B loan due 2014 |
|
|
393,450 |
|
|
|
393,024 |
|
|
|
349,950 |
|
|
|
349,950 |
|
Senior Floating Rate Notes due 2015 |
|
|
510,000 |
|
|
|
153,000 |
|
|
|
461,717 |
|
|
|
247,019 |
|
Revolving credit facility |
|
|
225,000 |
|
|
|
225,000 |
|
|
|
218,430 |
|
|
|
218,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
1,346,608 |
|
|
|
|
|
|
|
1,103,591 |
|
|
|
|
|
Less: current portion |
|
|
(32,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
1,314,308 |
|
|
|
|
|
|
|
1,103,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Secured credit facilities
Noranda AcquisitionCo entered into senior secured credit facilities on May 18, 2007, which
consist of:
|
|
|
a $500.0 million term B loan with a maturity of seven years, which was fully drawn
on May 18, 2007; of which $150.1 million has been repaid or repurchased (some at a
discount) as of June 30, 2009. |
|
|
|
a $242.7 million revolving credit facility with a maturity of six years, which
includes borrowing capacity available for letters of credit and for borrowing on same-day
notice. During the six months ended June 30, 2009, we repurchased a face value amount of
$6.5 million of the revolving credit facility for $4.0 million. As a result of the
repurchase, our maximum borrowing capacity was reduced $7.3 million from $250.0 million
to $242.7 million. Outstanding letter of credit amounts with the revolving credit
facility consisted of $9.6 million at June 30, 2009. |
The senior secured credit facilities permit Noranda AcquisitionCo to incur incremental term
and revolving loans under such facilities in an aggregate principal amount of up to $200.0 million.
Incurrence of such incremental indebtedness under the senior secured credit facilities is subject
to, among other things, Noranda AcquisitionCos compliance with a Senior Secured Net Debt to
Adjusted EBITDA ratio (in each case as defined in the credit agreement governing the term B loan)
of 2.75 to 1.0 until December 31, 2008 and 3.0 to 1.0 thereafter. At December 31, 2008 and June 30,
2009, Noranda AcquisitionCo had no commitments from any lender to provide such incremental loans.
At June 30, 2009, our debt to Adjusted EBITDA ratio was in excess of the level provided for in the
senior secured credit facilities.
The senior secured credit facilities are guaranteed by us and by all of the existing and
future direct and indirect wholly owned domestic subsidiaries of Noranda AcquisitionCo that do not
qualify as unrestricted under the senior secured credit facilities. These guarantees are full and
unconditional. NHB, in which we have 100% ownership interest, is the only unrestricted subsidiary
and the only subsidiary that has not guaranteed these obligations. See Note 23 for the discussion
of NHB. The credit facilities are secured by first priority pledges of all the equity interests in
Noranda AcquisitionCo and all of the equity interests in each of the existing and future direct and
indirect wholly owned domestic subsidiaries of Noranda AcquisitionCo. The senior secured credit
facilities are also secured by first priority security interests in substantially all of the assets
of Noranda AcquisitionCo, as well as those of each of our existing and future direct and indirect
wholly owned domestic subsidiaries that have guaranteed the senior secured credit facilities.
On May 7, 2009, participating lenders approved an amendment to the senior secured credit
facilities to permit discounted prepayments of the term B loan and revolving credit facility
through a modified Dutch auction procedure. The amendment also permits us to conduct open market
purchases of the revolving credit facility and term B loan at a discount.
Term B loan
Interest on the loan is based either on LIBOR or the prime rate, at Noranda AcquisitionCos
election, in either case plus an applicable margin (2.00% over LIBOR at December 31, 2008 and June
30, 2009) that depends upon the ratio of Noranda AcquisitionCos Senior Secured Net Debt to its
EBITDA (in each case as defined in the credit agreement governing the term B loan). The interest
rates at December 31, 2008 and June 30, 2009 were 4.24% and 2.32%, respectively. Interest on the
term B loan is payable no less frequently than quarterly, and such loan amortizes at a rate of 1%
per annum, payable quarterly, beginning on September 30, 2007. On June 28, 2007, Noranda
AcquisitionCo made an optional prepayment of $75.0 million on the term B loan. The optional
prepayment was applied to reduce in direct order the remaining amortization installments in forward
order of maturity, which served to effectively eliminate the 1% per annum required principal
payment.
Noranda AcquisitionCo is required to prepay amounts outstanding under the credit agreement
based on an amount equal to 50% of our Excess Cash Flow (as calculated in accordance with the terms
of the credit agreement governing the term B loan) within 95 days after the end of each fiscal
year. The required percentage of Noranda AcquisitionCos Excess Cash Flow payable to the lenders
under the credit agreement governing the term B loan shall be reduced from 50% to either 25% or 0%
based on Noranda AcquisitionCos Senior Secured Net Debt to EBITDA ratio (in each case as defined
in the credit agreement governing the term B loan) or the amount of term B loan that has been
repaid. A mandatory prepayment of $24.5 million pursuant to the cash flow sweep provisions of the
credit agreement was paid in April 2009 and was equal to 50% of Noranda AcquisitionCos Excess Cash
Flow for 2008. When the final calculation was performed, the payment was reduced from the estimated
amount reported at December 31, 2008 of $32.3 million.
15
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Revolving Credit Facility
Interest on the revolving credit facility is based either on LIBOR or the prime rate, at
Noranda AcquisitionCos election, in either case plus an applicable margin (2.00% over LIBOR at
December 31, 2008 and June 30, 2009) that depends upon the ratio of Noranda AcquisitionCos Senior
Secured Net Debt to its EBITDA (in each case as defined in the applicable credit facility) and is
payable at least quarterly. The interest rate on the revolver was 2.46% at December 31, 2008
and 2.31% at June 30, 2009. Noranda AcquisitionCo has outstanding letters of credit totaling $7.0
million and $9.6 million under the revolving credit facility at December 31, 2008 and June 30,
2009, respectively. At December 31, 2008, $225.0 million was drawn down on the facility leaving
$18.0 million available for borrowing. As a result of the revolving credit facility repurchase, our
borrowing capacity was reduced $7.3 million from $250.0 million to $242.7 million, and at June 30,
2009, $218.4 million was drawn down on the facility, leaving $14.7 million available under the
facility.
In addition to paying interest on outstanding principal under the revolving credit facility,
Noranda AcquisitionCo is required to pay:
|
|
|
a commitment fee to the lenders under the revolving credit facility in respect of
unutilized commitments at a rate equal to 0.5% per annum subject to step down if certain
financial tests are met; and |
|
|
|
additional fees related to outstanding letters of credit under the revolving credit
facility at a rate of 2.0% per annum. |
Certain covenants
Certain covenants contained in the credit agreement governing our senior secured credit
facilities and the indentures governing our notes restrict our ability to take certain actions
(including incurring additional secured or unsecured debt, expanding borrowings under existing term
loan facilities, paying dividends, engaging in mergers, acquisitions and certain other investments,
and retaining proceeds from asset sales) if we are unable to meet defined Adjusted EBITDA to fixed
charges and net senior secured debt to Adjusted EBITDA ratios. In addition, upon the occurrence of
certain events, such as a change of control, we could be required to repay or refinance our
indebtedness.
We have no financial maintenance covenants on any borrowings; however, as a result of not
meeting certain minimum and maximum financial levels established by our indentures as conditions to
the execution of certain transactions, our ability to incur future indebtedness, grow through
acquisitions, make certain investments, pay dividends and retaining proceeds from asset sales may
be limited.
AcquisitionCo notes
In addition to the senior secured credit facilities, on May 18, 2007, Noranda AcquisitionCo
issued $510.0 million Senior Floating Rate Notes due 2015 (the AcquisitionCo Notes). The
AcquisitionCo Notes mature on May 15, 2015. The initial interest payment on the AcquisitionCo Notes
was paid on November 15, 2007, entirely in cash. For any subsequent period through May 15, 2011,
Noranda AcquisitionCo may elect to pay interest: (i) entirely in cash, (ii) by increasing the
principal amount of the AcquisitionCo Notes or by issuing new notes (the AcquisitionCo PIK
interest) or (iii) 50% in cash and 50% in AcquisitionCo PIK interest. For any subsequent period
after May 15, 2011, Noranda AcquisitionCo must pay all interest in cash. The AcquisitionCo Notes
cash interest accrues at six-month LIBOR plus 4.0% per annum, reset semi-annually, and the
AcquisitionCo PIK interest, if any, will accrue at six-month LIBOR plus 4.75% per annum, reset
semi-annually. The PIK interest rate was 7.35% at December 31, 2008 and 6.16% at June 30, 2009.
On May 15, 2009, Noranda AcquisitionCo issued $16.6 million in AcquisitionCo Notes as payment
for PIK interest due May 15, 2009.
The AcquisitionCo Notes are fully and unconditionally guaranteed on a senior unsecured, joint
and several basis by the existing and future wholly owned domestic subsidiaries of Noranda
AcquisitionCo that guarantee the senior secured credit facilities. As discussed elsewhere in this
footnote, NHB is not a guarantor of the senior secured credit facilities, and is therefore not a
guarantor of the AcquisitionCo Notes. See Note 23 for further discussion of NHB. Noranda HoldCo
fully and unconditionally guarantees the AcquisitionCo Notes on a joint and several basis with the
existing guarantors. The guarantee by Noranda HoldCo is not required by the indenture governing the
AcquisitionCo Notes and may be released by Noranda HoldCo at any time. Noranda HoldCo has no
independent operations or any assets other than its interest in Noranda AcquisitionCo. Noranda
AcquisitionCo is a wholly owned finance subsidiary of Noranda HoldCo with no operations independent
of its subsidiaries which guarantee the AcquisitionCo Notes.
In light of the economic downturn beginning in late September 2008, along with our current and
future cash needs, management notified the trustee for the HoldCo and AcquisitionCo bondholders of
our election to pay the May 15, 2009 and the November 15, 2009 interest payment entirely in kind.
The indenture governing the AcquisitionCo Notes limits Noranda AcquisitionCos and our
ability, among other things, to (i) incur additional indebtedness; (ii) declare or pay dividends or
make other distributions or repurchase or redeem our stock; (iii) make investments; (iv) sell
assets, including capital stock of restricted subsidiaries; (v) enter into agreements restricting
our subsidiaries
ability to pay dividends; (vi) consolidate, merge, sell or otherwise dispose of all or
substantially all of our assets; (vii) enter into transactions with our affiliates; and (viii)
incur liens.
16
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
HoldCo notes
On June 7, 2007, Noranda HoldCo issued Senior Floating Rate Notes due 2014 (the HoldCo
Notes) in aggregate principal amount of $220.0 million, with a discount of 1.0% of the principal
amount. The HoldCo Notes mature on November 15, 2014. The HoldCo Notes are not guaranteed. The
initial interest payment on the HoldCo Notes was paid on November 15, 2007, in cash; for any
subsequent period through May 15, 2012, we may elect to pay interest: (i) entirely in cash, (ii) by
increasing the principal amount of the HoldCo Notes or by issuing new notes (the HoldCo PIK
interest) or (iii) 50% in cash and 50% in HoldCo PIK interest. For any subsequent period after May
15, 2012, we must pay all interest in cash. The HoldCo Notes cash interest accrues at six-month
LIBOR plus 5.75% per annum, reset semi-annually, and the HoldCo PIK interest, if any, will accrue
at six-month LIBOR plus 6.5% per annum, reset semi-annually. The PIK interest rate was 9.10% at
December 31, 2008 and 7.91% at June 30, 2009.
On May 15, 2009, Noranda HoldCo issued $3.3 million in HoldCo Notes as payment for PIK
interest due May 15, 2009.
As discussed above, management notified the trustee for the HoldCo and AcquisitionCo
bondholders of our election to pay the May 15, 2009 and November 15, 2009 interest payment entirely
in kind.
The indenture governing the HoldCo Notes limits Noranda AcquisitionCos and our ability, among
other things, to (i) incur additional indebtedness; (ii) declare or pay dividends or make other
distributions or repurchase or redeem our stock; (iii) make investments; (iv) sell assets,
including capital stock of restricted subsidiaries; (v) enter into agreements restricting our
subsidiaries ability to pay dividends; (vi) consolidate, merge, sell or otherwise dispose of all
or substantially all of our assets; (vii) enter into transactions with our affiliates; and (viii)
incur liens.
Debt repurchase
For the three month period ended June 30, 2009, we repurchased or repaid $33.9 million
principal aggregate amount of our outstanding HoldCo Notes, AcquisitionCo Notes, term B loan and
revolving credit facility for a price of $20.3 million, plus fees. HoldCo Notes with an aggregate
principal balance of $1.6 million and net carrying amount of $1.6 million (including deferred
financing fees and debt discounts) were repurchased at a price of $0.6 million, plus fees.
AcquisitionCo Notes with an aggregate principal balance of $6.8 million and net carrying amount of
$6.7 million (including deferred financing fees and debt discounts) were repurchased at a price of
$3.5 million, plus fees. In addition to our $24.5 million payment in April 2009 related to the 2008
excess cash flows on the term B loan, we repurchased a face value amount of $19.0 million of the
term B loan for $12.3 million. We repurchased $6.5 million of our revolving credit facility
borrowings for $4.0 million. We recognized a gain of $12.4 million representing the difference
between the repurchase price and the carrying amounts of repurchased debt for the three month
period ended June 30, 2009.
For the six month period ended June 30, 2009, we repurchased or repaid $239.7 million
principal aggregate amount of our outstanding HoldCo Notes, AcquisitionCo Notes, term B loan and
revolving credit facility for a price of $70.8 million, plus fees. HoldCo Notes with an aggregate
principal balance of $149.2 million and net carrying amount of $148.2 million (including deferred
financing fees and debt discounts) were repurchased at a price of $36.2 million, plus fees.
AcquisitionCo Notes with an aggregate principal balance of $64.9 million and net carrying amount of
$63.7 million (including deferred financing fees and debt discounts) were repurchased at a price of
$18.4 million, plus fees. Of the HoldCo Notes and Acquisition Notes repurchased, we retired a face
value amount of $80.7 million during the six months ended June 30, 2009. In addition to our $24.5
million payment in April 2009 related to 2008 excess cash flows on the term B loan, we repurchased
a face value amount of $19.0 million of the term B loan for $12.3 million. We repurchased $6.5
million of our revolving credit facility borrowings for $4.0 million. As a result of the revolving
credit facility repurchase, our borrowing capacity was reduced $7.3 million from $250.0 million to
$242.7 million. We recognized a gain of $164.7 million representing the difference between the
repurchase price and the carrying amounts of repurchased debt for the six month period ended June
30, 2009.
The gains have been reported as Gain on debt repurchase in the accompanying condensed
consolidated statements of operations for the three and six month periods ended June 30, 2009. For
tax purposes, gains from our 2009 debt repurchase will be deferred until 2014, and then included in
income ratably from 2014 to 2018.
17
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
14. PENSIONS AND OTHER POST-RETIREMENT BENEFITS
We sponsor defined benefit pension plans for hourly and salaried employees. Benefits under our
sponsored defined benefit pension plans are based on years of service and/or eligible compensation
prior to retirement. We also sponsor other post-retirement benefit (OPEB) plans for certain
employees. Our sponsored post-retirement benefits include life insurance benefits and health
insurance benefits. These health insurance benefits cover 21 retirees and beneficiaries. In
addition, we provide supplemental executive retirement benefits (SERP) for certain executive
officers.
Our pension funding policy is to contribute annually an amount based on actuarial and economic
assumptions designed to achieve adequate funding of the projected benefit obligations and to meet
the minimum funding requirements of the Employee Retirement Income Security Act (ERISA). OPEB
benefits are funded as retirees submit claims.
We use a measurement date of December 31 to determine the pension and OPEB liabilities.
Net periodic benefit costs comprise the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
OPEB |
|
|
|
Three months ended June 30, |
|
|
Three months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Service cost |
|
|
1,960 |
|
|
|
1,716 |
|
|
|
15 |
|
|
|
34 |
|
Interest cost |
|
|
3,828 |
|
|
|
4,350 |
|
|
|
39 |
|
|
|
105 |
|
Expected return on plan assets |
|
|
(4,715 |
) |
|
|
(3,100 |
) |
|
|
|
|
|
|
|
|
Net amortization and deferral |
|
|
120 |
|
|
|
2,134 |
|
|
|
2 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
|
1,193 |
|
|
|
5,100 |
|
|
|
56 |
|
|
|
129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
OPEB |
|
|
|
Six months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Service cost |
|
|
3,918 |
|
|
|
3,950 |
|
|
|
29 |
|
|
|
67 |
|
Interest cost |
|
|
7,653 |
|
|
|
8,700 |
|
|
|
78 |
|
|
|
210 |
|
Expected return on plan assets |
|
|
(9,426 |
) |
|
|
(6,200 |
) |
|
|
|
|
|
|
|
|
Net amortization and deferral |
|
|
240 |
|
|
|
3,750 |
|
|
|
4 |
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
|
2,385 |
|
|
|
10,200 |
|
|
|
111 |
|
|
|
257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer contributions
We expect to contribute a minimum of $1.8 million to the pension plans and $0.2 million to the
health insurance plan during the remainder of 2009 in addition to the $2.3 million contributed to
the SERP and $0.2 million to the health insurance plan during the six months ended June 30, 2009.
We may elect to contribute additional funds to the plans.
18
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
15. SHAREHOLDERS EQUITY AND SHARE-BASED PAYMENTS
Common stock subject to redemption
In March 2008, we entered into an employment agreement with Layle K. Smith to serve as our
Chief Executive Officer (the CEO) and to serve on our board of directors. As part of that
employment agreement, the CEO agreed to purchase 100,000 shares of common stock at $20 per share,
for a total investment of $2.0 million. The shares purchased include a redemption feature which
guarantees total realization on these shares of at least $8.0 million (or, at his option,
equivalent consideration in the acquiring entity) in the event a change in control occurs prior to
September 3, 2009 and the CEO remains employed with us through the 12-month anniversary of such
change in control or experiences certain qualifying terminations of employment, after which the per
share redemption value is fair value.
Because of the existence of the conditional redemption feature, the carrying value of these
100,000 shares of common stock has been reported outside of permanent equity. In accordance with
FASB Staff Position 123R-4, Classification of Options and Similar Instruments Issued as Employee
Compensation that Allow for Cash Settlement upon the Occurrence of a Contingent Event, the carrying
amount of the common stock subject to redemption is reported as the $2.0 million proceeds, and has
not been adjusted to reflect the $8.0 million redemption amount, as it is not probable that a
change in control event will take place prior to September 3, 2009.
Noranda long-term incentive plan
Under our 2007 Long-Term Incentive Plan (the Incentive Plan) we have reserved 1,500,000
shares of our common stock for issuance to employees and non-employee directors under the Incentive
Plan. Of this amount, management investors own 346,790 shares and there are 1,022,519 options
assigned for purchase of stock vesting activity. The remaining 130,691 shares remain available for
issuance.
Options granted under the Incentive Plan generally have a ten year term. Employee option
grants generally consist of time-vesting options and performance-vesting options. The time-vesting
options generally vest in equal one-fifth installments on each of the first five anniversaries of
the date of grant or on the closing of Apollos acquisition of us, as specified in the applicable
award agreements, subject to continued service through each applicable vesting date. The
performance-vesting options vest upon our investors realization of a specified level of investor
internal rate of return (investor IRR), subject to continued service through each applicable
vesting date.
The employee options generally are subject to our (or Apollos) call provision which expires
upon the earlier of a qualified public offering or May 2014 and provides us (or Apollo) the right
to repurchase the underlying shares at the lower of their cost or fair market value upon certain
terminations of employment. A qualified public offering transaction is defined in the documents
governing the options as a public offering that raises at least $200.0 million. This call provision
represents a substantive performance-vesting condition with a life through May 2014; therefore, we
recognize stock compensation expense for service awards through May 2014. Performance-vesting
options issued in May 2007 have met their performance-vesting provision. However, the shares
underlying the options remain subject to our (or Apollo) call provision. Accordingly, the options
currently are subject to service conditions, and stock compensation expense is being recorded over
the remaining call provision through May 2014.
At June 30, 2009, the expiration of the call option upon a qualified public offering would
have resulted in the immediate recognition of $2.5 million of stock compensation expense related to
the cost of options where the investor IRR targets were previously met and $0.7 million of stock
compensation expense related to the cost of options where the offering (together with a $4.70 per
share dividend paid in June 2008) would cause the performance option to be met. Further, the period
over which we recognize stock compensation expense for service awards would change from May 2014 to
five years prospectively from the date of the qualified public offering, which, based on options
outstanding at June 30, 2009, would increase quarterly stock compensation expense by approximately
$0.7 million.
Our Board of Directors declared and we paid a $102.2 million cash dividend ($4.70 per share)
in June 2008. The award holders were given $4.70 of value in the form of an immediately vested cash
payment of $2.70 per share and a modification of the price of the options from $6 per share to $4
per share and $20 per share to $18 per share.
19
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
We entered into a Termination and Consulting Agreement with Rick Anderson on October 14, 2008,
in connection with his retirement on October 31, 2008 as Chief Financial Officer. Pursuant to that
agreement, Mr. Andersons Company stock options will continue to vest during the consulting term,
from October 31, 2008 through May 18, 2012, although Mr. Anderson will generally be
unable to exercise the options until the expiration of the term of the agreement in May 2012.
Mr. Anderson has agreed to certain ongoing confidentiality obligations and to non-solicitation and
non-competition covenants following his retirement.
The summary of our stock option activity and related information is as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Options and |
|
|
|
|
|
|
Non-Employee Director Options |
|
|
Investor Director Provider Options |
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
Common |
|
|
Average |
|
|
Common |
|
|
Average |
|
|
|
Shares |
|
|
Exercise Price |
|
|
Shares |
|
|
Exercise Price |
|
OutstandingDecember 31, 2008 |
|
|
910,224 |
|
|
$ |
8.61 |
|
|
|
70,000 |
|
|
$ |
18.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
60,000 |
|
|
|
1.37 |
|
|
|
|
|
|
|
|
|
Modified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(17,705 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OutstandingJune 30, 2009 |
|
|
952,519 |
|
|
$ |
8.24 |
|
|
|
70,000 |
|
|
$ |
18.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully vested end of period
(weighted average remaining
contractual term of 8.0 years) |
|
|
447,397 |
|
|
$ |
5.39 |
|
|
|
70,000 |
|
|
$ |
18.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currently exercisable end of
period (weighted average remaining
contractual term of 8.0 years) |
|
|
404,487 |
|
|
$ |
5.54 |
|
|
|
70,000 |
|
|
$ |
18.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of stock options was estimated at the grant date using the Black-Scholes-Merton
option pricing model. The following summarizes information concerning stock option grants:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
Expected price volatility |
|
|
45.9 |
% |
|
|
47.0 |
% |
|
|
45.0 |
% |
|
|
47.0 |
% |
Risk-free interest rate |
|
|
3.5 |
% |
|
|
4.0 |
% |
|
|
3.1 |
% |
|
|
4.0 |
% |
Weighted average expected lives in years |
|
|
6.16 |
|
|
|
7.50 |
|
|
|
5.90 |
|
|
|
7.50 |
|
Weighted average fair value |
|
$ |
7.50 |
|
|
$ |
0.76 |
|
|
$ |
7.36 |
|
|
$ |
0.76 |
|
Forfeiture rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded stock compensation expense of the following amounts (in thousands):
|
|
|
|
|
Quarter-to-date |
|
$ |
|
Three months ended June 30, 2008 |
|
|
544 |
|
Three months ended June 30, 2009 |
|
|
370 |
|
|
|
|
|
|
Year-to-date |
|
$ |
|
Six months ended June 30, 2008 |
|
|
608 |
|
Six months ended June 30, 2009 |
|
|
740 |
|
As of June 30, 2009, total unrecognized stock compensation expense related to non-vested stock
options was $7.7 million with a weighted average expense recognition period of 4.9 years.
20
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
16. INCOME TAXES
Our effective income tax rates were approximately 60.8% for the six months ended June 30, 2009
and 33.2% for the six months ended June 30, 2008. The increase in the effective tax rate for the
six months ended June 30, 2009 was primarily impacted by goodwill impairment, state income taxes,
equity method investee income, and the Internal Revenue Code Section 199 manufacturing deduction.
Under APB 28, each interim period is considered an integral part of the annual period and tax
expense is measured using the estimated annual effective tax rate. Estimates of the annual
effective tax rate at the end of interim periods are, of necessity, based on evaluations of
possible future events and transactions and may be subject to subsequent refinement or revision.
For the period ended June 30, 2008, we used the annual effective tax rate based on estimated
ordinary income for the year ended December 31, 2008. We also used the annual effective tax rate
for the period ended March 31, 2009 based on estimated ordinary
income for the year ending December
31, 2009. However, for the six months ended June 30, 2009, we have determined that our annual
ordinary income for the
year ending December 31, 2009 cannot be reliably estimated because we expect near break-even
operations and have a significant permanent difference (i.e. goodwill impairment) such that a minor
change in our estimated ordinary income could result in a material change in our estimated annual
effective income tax rate. As a result, we have determined that the actual effective income tax
rate for the six months ended June 30, 2009 is the best estimate of the annual effective tax rate.
As of December 31, 2008 and June 30, 2009, we had unrecognized income tax benefits (including
interest) of approximately $11.0 million, and $11.3 million, respectively (of which approximately
$7.4 million, if recognized, would favorably impact the effective income tax rate). As of June 30, 2009,
the gross amount of unrecognized tax benefits (excluding interest) has not changed. It is expected
that the unrecognized tax benefits may change in the next twelve months; however, due to Xstratas
indemnification of us for tax obligations related to periods ending on or before the acquisition
date, we do not expect the change to have a significant impact on the results of our operations or
our financial position.
In April 2009, the Internal Revenue Service (IRS) commenced an examination of our U.S.
income tax return for 2006. As part of the Apollo Acquisition, Xstrata indemnified us for tax
obligations related to periods ended on or before the acquisition date. Therefore, we do not
anticipate the IRS examination having a material impact on our financial position or operating
results.
17. DERIVATIVE FINANCIAL INSTRUMENTS
We use derivative instruments to mitigate the risks associated with fluctuations in aluminum
and natural gas prices and interest rates. SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS No. 133), requires companies to recognize all derivative instruments as
either assets or liabilities at fair value in the statement of financial position. In accordance
with SFAS No. 133, we designated our fixed-price aluminum sale swaps as cash flow hedges through
January 29, 2009, the week of the power outage discussed in Note 3; thus the effective portion of
such derivatives was adjusted to fair value through accumulated other comprehensive income (AOCI)
through January 29, 2009, with the ineffective portion reported through earnings. As of June 30,
2009, the pre-tax amount of the effective portion of cash flow hedges recorded in accumulated other
comprehensive income was $362.5 million. Derivatives that do not qualify for hedge accounting are
adjusted to fair value through earnings in gains (losses) on hedging activities in the condensed
consolidated statements of operations. As of June 30, 2009, all derivatives were held for purposes
other than trading.
De-designated cash flow hedges
Fixed-price aluminum sale swaps
In 2007 and 2008, we implemented a hedging strategy designed to reduce commodity price risk
and protect operating cash flows in the upstream business through the use of fixed-price aluminum
sale swaps. During first quarter 2009, we entered into fixed-price aluminum purchase swaps to lock
in a portion of the favorable market position of our fixed-price aluminum sale swaps. The average
margin per pound locked in was $0.41 at June 30, 2009. To the extent we have entered into
fixed-price aluminum purchase swaps, the fixed-price aluminum sale swaps are no longer hedging our
exposure to price risk.
As a result of the New Madrid power outage during the week of January 26, 2009, and in
anticipation of fixed-price aluminum purchase swaps described below, we discontinued hedge
accounting for all of our remaining fixed-price aluminum sale swaps on January 29, 2009.
For the three months and six months ended June 30, 2009, the amount reclassified from
accumulated other comprehensive income to earnings was $69.9 million and $125.7 million,
respectively. These amounts are noted in the table on page 24. Of these amounts, $43.9 million was
reclassified into earnings because it was probable that the original forecasted transactions would
not occur for the three months ended June 30, 2009 and $77.8 million for the six months ended June
30, 2009.
In March 2009, we entered into a hedge settlement agreement with Merrill Lynch. As amended in
April 2009, the agreement provides a mechanism for us to monetize up to $400.0 million of the
favorable net position of our long-term derivatives to fund debt repurchases. The agreement states
that Merrill Lynch will only settle sale swaps that are offset by purchase swaps. We settled
offsetting purchase swap and sale swap quantities to fund our debt repurchases during the three and
six months ended June 30, 2009. In the three months ended June 30, 2009, we received $19.8 million
in proceeds from the hedge settlement agreement. For the six months ended June 30, 2009, we
received $70.1 million in proceeds from the hedge settlement agreement.
21
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following table summarizes our remaining fixed-price aluminum sale swaps as of June 30,
2009:
|
|
|
|
|
|
|
|
|
|
|
Average hedged price |
|
|
|
|
|
|
per pound |
|
|
Pounds hedged annually |
|
Year |
|
$ |
|
|
(In thousands) |
|
2009 |
|
|
1.09 |
|
|
|
144,535 |
|
2010 |
|
|
1.06 |
|
|
|
290,541 |
|
2011 |
|
|
1.20 |
|
|
|
290,957 |
|
2012 |
|
|
1.23 |
|
|
|
122,711 |
|
Derivatives not designated as hedging instruments under SFAS No. 133
Fixed-price aluminum purchase swaps
As previously discussed, during the six months ended June 30, 2009, we entered into
fixed-price aluminum purchase swaps to offset a portion of our existing fixed-price aluminum sale
swaps. At June 30, 2009 we had offset a total of approximately 634.7 million pounds for the years
2009 through 2012.
The following table summarizes our fixed-price aluminum purchase swaps as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
Average hedged price |
|
|
|
|
|
|
per pound |
|
|
Pounds hedged annually |
|
Year |
|
$ |
|
|
(In thousands) |
|
2009 |
|
|
0.63 |
|
|
|
16,535 |
|
2010 |
|
|
0.70 |
|
|
|
245,264 |
|
2011 |
|
|
0.76 |
|
|
|
250,225 |
|
2012 |
|
|
0.80 |
|
|
|
122,711 |
|
Variable-price aluminum swaps
We also enter into forward contracts with our customers to sell aluminum in the future at
fixed prices in the normal course of business. Because these contracts expose us to aluminum market
price fluctuations, we economically hedge this risk by entering into variable-price aluminum swap
contracts with various brokers, typically for terms not greater than one year.
These contracts are not designated as hedging instruments under SFAS No. 133; therefore, any
gains or losses related to the change in fair value of these contracts were recorded in loss (gain)
on hedging activities in the condensed consolidated statements of operations. We recorded a gain of
$8.2 million for the three months ended June 30, 2009 and a gain of $4.4 million for the six months
ended June 30, 2009.
The following table summarizes our variable-price aluminum purchase swaps as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
Average hedged price |
|
|
|
|
|
|
per pound |
|
|
Pounds hedged annually |
|
Year |
|
$ |
|
|
(In thousands) |
|
2009 |
|
|
0.97 |
|
|
|
40,629 |
|
2010 |
|
|
0.78 |
|
|
|
12,851 |
|
We sold 11.7 million and 25.9 million pounds of aluminum that were hedged with variable-priced
aluminum swaps in the three months and six months ended June 30, 2009, respectively.
Interest rate swaps
We have floating-rate debt, which is subject to variations in interest rates. On August 16,
2007, we entered into an interest rate swap agreement to limit our exposure to floating interest
rates for the periods from November 15, 2007 to November 15, 2011 with a notional amount of $500.0
million, which such notional amount declines in increments over time beginning in May 2009 at a
4.98% fixed interest rate.
The interest rate swap agreement was not designated as a hedging instrument under SFAS No.
133. Accordingly, any gains or losses resulting from changes in the fair value of the interest rate
swap contracts were recorded in loss (gain) on hedging activities in the condensed consolidated
statements of operations.
22
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Natural gas swaps
We purchase natural gas to meet our production requirements. These purchases expose us to the
risk of fluctuating natural gas prices. To offset changes in the Henry Hub Index Price of natural
gas, we enter into financial swaps, by purchasing the fixed forward price for the Henry Hub Index
and simultaneously entering into an agreement to sell the actual Henry Hub Index Price.
The following table summarizes our fixed-price natural gas swap contracts per year at June 30,
2009:
|
|
|
|
|
|
|
|
|
|
|
Average price per |
|
|
Notional amount |
|
Year |
|
million BTU $ |
|
|
million BTUs |
|
2009 |
|
|
9.29 |
|
|
|
2,984 |
|
2010 |
|
|
9.00 |
|
|
|
4,012 |
|
2011 |
|
|
9.31 |
|
|
|
2,019 |
|
2012 |
|
|
9.06 |
|
|
|
2,023 |
|
These contracts were not designated as hedges for accounting purposes. Accordingly, any gains
or losses resulting from changes in the fair value of the gas swap contracts were recorded in loss
(gain) on hedging activities in the condensed consolidated statements of operations.
In accordance with FASB Interpretation No. 39, Offsetting of Amounts Related to Certain
Contracts, we present derivative amounts in a net position on the condensed consolidated balance
sheet. The following is a gross presentation of the derivative balances as of December 31, 2008 and
June 30, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Current derivative assets |
|
|
111,317 |
|
|
|
103,949 |
|
Current derivative liabilities |
|
|
(29,600 |
) |
|
|
(23,783 |
) |
|
|
|
|
|
|
|
Current derivative assets, (net) |
|
|
81,717 |
|
|
|
80,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term derivative assets |
|
|
290,877 |
|
|
|
220,212 |
|
Long-term derivative liabilities |
|
|
(35,061 |
) |
|
|
(29,211 |
) |
|
|
|
|
|
|
|
Long-term derivative asset, (net) |
|
|
255,816 |
|
|
|
191,001 |
|
|
|
|
|
|
|
|
The following table presents the carrying values, which were recorded at fair value, of our
derivative instruments outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Aluminum swapsfixed-price |
|
|
401,909 |
|
|
|
323,849 |
|
Aluminum swapsvariable-price |
|
|
(9,500 |
) |
|
|
(937 |
) |
Interest rate swaps |
|
|
(21,472 |
) |
|
|
(17,622 |
) |
Natural gas swaps |
|
|
(33,404 |
) |
|
|
(34,123 |
) |
|
|
|
|
|
|
|
Total |
|
|
337,533 |
|
|
|
271,167 |
|
|
|
|
|
|
|
|
The June 30, 2009 variable-price aluminum swap balance is net of a $5.5 million broker margin
call asset.
23
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
We recorded losses (gains) for the change in the fair value of derivative instruments that do
not qualify for hedge accounting treatment, as well as the ineffectiveness of derivatives that do
qualify for hedge accounting treatment as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives qualified as hedges |
|
|
Derivatives not qualified as hedges |
|
|
|
Amount reclassified |
|
|
Hedge |
|
|
Change in |
|
|
|
|
|
|
from AOCI |
|
|
Ineffectiveness |
|
|
fair value |
|
|
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Quarter-to-date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2008 |
|
|
18,127 |
|
|
|
162 |
|
|
|
(7,691 |
) |
|
|
10,598 |
|
Three months ended June 30, 2009 |
|
|
(69,855 |
) |
|
|
|
|
|
|
16,657 |
|
|
|
(53,198 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-to-date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2008 |
|
|
23,170 |
|
|
|
(2,424 |
) |
|
|
(15,745 |
) |
|
|
5,001 |
|
Six months ended June 30, 2009 |
|
|
(125,668 |
) |
|
|
(69 |
) |
|
|
27,411 |
|
|
|
(98,326 |
) |
As a result of the hedge de-designation at January 29, 2009, as well as revised forecasts
during 2009, we expect to reclassify a gain of $87.8 million from accumulated other comprehensive
income into earnings from July 1, 2009 through June 30, 2010.
18. FAIR VALUE MEASUREMENTS
We adopted SFAS No. 157, which establishes a framework for measuring fair value and requires
enhanced disclosures about assets and liabilities measured at fair value. SFAS No. 157 does not
expand the application of fair value accounting to any new circumstances.
As defined in SFAS No. 157, fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date (exit price). We incorporate assumptions that market participants would use in
pricing the asset or liability, and utilizes market data to the maximum extent possible. In
accordance with SFAS No. 157, fair value incorporates nonperformance risk (i.e., the risk that an
obligation will not be fulfilled). In measuring fair value, we reflect the impact of our own credit
risk on our liabilities, as well as any collateral. We also consider the credit standing of our
counterparties in measuring the fair value of our assets.
SFAS No. 157 outlines three valuation techniques to measure fair value (i.e., the market
approach, the income approach, and the cost approach). We determined that the income approach
provides the best indication of fair value for our assets and liabilities given the nature of our
financial instruments and the reliability of the inputs used in arriving at fair value, with the
exception of our debt, for which the fair value is calculated using the market approach.
Under SFAS No. 157, the inputs used in applying valuation techniques include assumptions that
market participants would use in pricing the asset or liability (i.e., assumptions about risk).
Inputs may be observable or unobservable. We use observable inputs in our valuation techniques, and
classify those inputs in accordance with the fair value hierarchy set out in SFAS No. 157, which
prioritizes those inputs.
The fair value hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to
unobservable inputs (Level 3 measurement). More specifically, the three levels of the fair value
hierarchy defined by SFAS No. 157 are as follows:
|
|
|
Level 1 inputs Unadjusted quoted prices in active markets for identical assets or
liabilities that we have access as of the reporting date. Active markets are those in which
transactions for the asset or liability occur in sufficient frequency and volume to provide
pricing information on an ongoing basis. Fair value measurements that may fall into Level 1
include exchange-traded derivatives or listed equities. |
|
|
|
Level 2 inputs Inputs other than quoted prices included in Level 1, which are either
directly or indirectly observable as of the reporting date. A Level 2 input must be
observable for substantially the full term of the asset or liability. Fair value measurements
that may fall into Level 2 could include financial instruments with observable inputs such as
interest rates or yield curves. |
|
|
|
Level 3 inputs Unobservable inputs that reflect our own assumptions about the assumptions
market participants would use in pricing the asset or liability. Fair value measurements that
may be classified as Level 3 could, for example, be determined from our internally developed
model that results in our best estimate of fair value. Fair value measurements that may fall
into Level 3 could include certain structured derivatives or financial products that are
specifically tailored to a customers needs. |
24
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
As required by SFAS No. 157, financial assets and liabilities are classified based on the
lowest level of input that is significant to the fair value measurement in its entirety. Our
assessment of the significance of a particular input to the fair value measurement requires
judgment, and may affect the fair value of assets and liabilities and their placement within the
fair value hierarchy.
The table below sets forth by level within the fair value hierarchy our assets and liabilities
that were measured at fair value on a recurring basis as of June 30, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair Value |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Cash equivalents |
|
|
123,924 |
|
|
|
|
|
|
|
|
|
|
|
123,924 |
|
Derivative assets |
|
|
|
|
|
|
324,161 |
|
|
|
|
|
|
|
324,161 |
|
Derivative liabilities |
|
|
|
|
|
|
(52,994 |
) |
|
|
|
|
|
|
(52,994 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
123,924 |
|
|
|
271,167 |
|
|
|
|
|
|
|
395,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents are invested entirely in U.S. treasury securities and short-term treasury
bills. These instruments are valued based upon unadjusted, quoted prices in active markets and are
classified within Level 1.
Fair values of all derivative instruments within the scope of SFAS No. 157 are classified as
Level 2. Those fair values are primarily measured using industry standard models that incorporate
inputs including: quoted forward prices for commodities, interest rates, and current market prices
for those assets and liabilities. Substantially all of the inputs are observable, as defined in
SFAS No. 157, throughout the full term of the instrument. The counterparty of our derivative trades
is Merrill Lynch, with the exception of a small portion of our variable price aluminum swaps.
Fair value of goodwill, trade names and investment in affiliates are classified as Level 3
within the hierarchy, as their fair values are measured using managements assumptions about future
profitability and cash flows. Such assumptions include a combination of discounted cash flow and
market-based valuations. Discounted cash flow valuations require assumptions about future
profitability and cash flows, which we believe reflects the best estimates at the date the
valuations were performed. Key assumptions used to determine discounted cash flow valuations at
March 31, 2009 and June 30, 2009 include: (a) each with cash flow periods of five years; (b)
terminal values based upon long-term growth rates ranging from 1.0% to 2.0%; and (c) discount rates
based on a risk-adjusted weighted average cost of capital ranging from 12.5% to 13.8% for
intangibles and to 19.0% for investment in affiliates.
19. ASSET RETIREMENT OBLIGATIONS
Our asset retirement obligations (ARO) consist of costs related to the disposal of certain
spent pot liners associated with the New Madrid smelter. We may have other AROs that may arise in
the event of a facility closure. An ARO has not been recorded for these obligations due to the fact
that the liability is not reasonably estimated, as the facility assets have indeterminable economic
lives.
The current portion of the liabilities of $2.2 million and $1.9 million is recorded in accrued
liabilities at December 31, 2008 and June 30, 2009, respectively. The remaining non-current portion
of $6.6 million and $7.0 million is included in other long-term liabilities at December 31, 2008
and June 30, 2009, respectively.
The following is a reconciliation of the aggregate carrying amount of liabilities for the
asset retirement obligations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Six months ended |
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Balance, beginning of period |
|
|
8,802 |
|
|
|
8,795 |
|
Additional liabilities incurred |
|
|
1,558 |
|
|
|
1,167 |
|
Liabilities settled |
|
|
(2,161 |
) |
|
|
(1,351 |
) |
Accretion expense |
|
|
596 |
|
|
|
346 |
|
|
|
|
|
|
|
|
Balance, end of period |
|
|
8,795 |
|
|
|
8,957 |
|
|
|
|
|
|
|
|
For the period ended June 30, 2009, ARO balances reported in the above reconciliation have
been adjusted in connection with the asset disposals and additions related to the power outage at
our New Madrid smelter.
25
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
20. COMMITMENTS AND CONTINGENCIES
Raw materials commitments
We receive alumina at cost plus freight from our Gramercy refinery joint venture (See Note
21). The alumina we receive from Gramercy is purchased under a take-or-pay contract, and we are
obligated to take receipt of our share of Gramercys alumina production, even if such amounts are
in excess of our requirements. Since fourth quarter 2008, the cost of alumina purchased from
Gramercy exceeded the cost of alumina available from other sources. Gramercy reduced its annual
rate of smelter grade alumina production from approximately 1.0 million metric tonnes to
approximately 0.5 million metric tonnes during the three months ended March 31, 2009. We and our
joint venture partner have arranged for similar reductions at the bauxite production facility in
St. Ann, Jamaica. See Note 2 for a discussion of the Joint Venture Transaction whereby we will become sole owner
of Gramercy and St. Ann.
Labor commitments
We are a party to six collective bargaining agreements, including three at the joint ventures,
which expire at various times. We entered into a five-year labor contract at New Madrid effective
September 1, 2007, which provides for an approximate 3% increase per year in compensation.
Agreements with the two unions at SABL have been successfully concluded with expiration dates of
the new contracts occurring in May and December 2010, respectively. All other collective bargaining
agreements expire within the next five years. A new collective bargaining agreement at our Newport
rolling mill became effective June 1, 2008. The contract at our Salisbury plant expires in fourth
quarter 2009.
Legal contingencies
We are a party to legal proceedings incidental to our business. In the opinion of management,
the ultimate liability with respect to these actions will not materially affect the operating
results or our financial position.
Guarantees
In connection with the 2005 disposal of a former subsidiary, American Racing Equipment of
Kentucky, Inc (ARE), we guaranteed certain outstanding leases for the automotive wheel facilities
located in Rancho Dominguez, Mexico. The leases have various expiration dates that extend through
December 2011. Since March 2008, we were released from the guarantee obligation on one of the
properties, resulting in a reduction of the remaining maximum future lease obligations. As of June
30, 2009 the remaining maximum future payments under these lease obligations totaled approximately
$2.0 million. We have concluded that it is not probable that we will be required to make payments
pursuant to these guarantees and we have not recorded a liability for these guarantees. Further,
AREs purchaser has indemnified us for all losses associated with the guarantees.
On
July 24, 2009, Ameren, Missouris largest electric utility,
which provides electric service to our New Madrid smelter, petitioned the Missouri Public Service Commission (MoPSC) for a
general rate increase of approximately 18% across all customer categories, including Noranda.
Ameren also requested that our contract be modified to include a take-or-pay arrangement. Ameren
has also notified us that they expect to exercise a clause in our existing contract to require that
we post security of up to two months of our average monthly power costs, which could be as much
as $12 to $30 million. Although we cannot predict the outcome of the rate case, if MoPSC grants
Amerens entire rate request, our rate would increase approximately 18% or $24.0 million per year.
Noranda will continue discussions with Ameren and comply with its security requirements when
requested. We believe our senior revolving credit facility has sufficient availability to satisfy
the amounts we expect Ameren will ultimately require.
21. INVESTMENTS IN AFFILIATES
As of June 30, 2009 we held a 50% interest in Gramercy and in SABL. SABL owns 49% of SAJBP, a
partnership of which the GOJ owns 51%. As part of a concession, the GOJ granted mining rights that
give SABL the right to mine bauxite in Jamaica through 2030. Pursuant to the agreements governing
the joint ventures, we and our joint venture partner have been in negotiations concerning the
future of the joint ventures after December 2010. As a result of these negotiations, on August
3, 2009 we entered into an agreement with our joint venture partner whereby we will own 100% of the
joint ventures. See Note 2 for further information regarding the
Joint Venture Transaction.
SABL manages the operations of the partnership, pays operating costs and is entitled to all of
its bauxite production. SABL is responsible for reclamation of the land that it mines. SABL pays
the GOJ according to a negotiated fiscal structure, which consists of the following elements: (i) a
royalty based on the amount of bauxite shipped, (ii) an annual asset usage fee for the use of the
GOJs 51% interest in the mining assets, (iii) customary income and other taxes and fees, (iv) a
production levy, which currently has been waived, and (v) certain fees for land owned by the GOJ
that are mined by SAJBP. In calculating income tax on revenues related to
sales to our Gramercy refinery, SABL uses a set market price, which is negotiated periodically
between SABL and the GOJ. SABL is currently in the process of negotiating revisions to the fiscal
structure with the GOJ, which may be effective retroactive to January 1, 2008.
26
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Summarized financial information for the joint ventures (as recorded in their respective
financial statements, at full value, excluding the amortization of the excess carrying values of
our investments over the underlying equity in net assets of the affiliates), is as follows:
Summarized balance sheet information is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Current assets |
|
|
173,661 |
|
|
|
168,838 |
|
Non-current assets |
|
|
110,933 |
|
|
|
110,326 |
|
|
|
|
|
|
|
|
Total assets |
|
|
284,594 |
|
|
|
279,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
89,736 |
|
|
|
75,806 |
|
Non-current liabilities |
|
|
17,558 |
|
|
|
14,562 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
107,294 |
|
|
|
90,368 |
|
|
|
|
|
|
|
|
Equity |
|
|
177,300 |
|
|
|
188,796 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
284,594 |
|
|
|
279,164 |
|
|
|
|
|
|
|
|
Summarized condensed consolidated statements of operations information is as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Net sales (1) |
|
|
138,199 |
|
|
|
65,992 |
|
|
|
266,437 |
|
|
|
156,793 |
|
Gross profit |
|
|
8,730 |
|
|
|
4,337 |
|
|
|
21,814 |
|
|
|
10,927 |
|
Net income |
|
|
9,465 |
|
|
|
5,182 |
|
|
|
18,517 |
|
|
|
11,496 |
|
|
|
|
(1) |
|
Net sales include sales to related parties, which include alumina sales to us and
our joint venture partner, and bauxite sales from SABL to Gramercy (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
SABL to Gramercy |
|
|
14,063 |
|
|
|
6,957 |
|
|
|
28,823 |
|
|
|
20,205 |
|
SABL to third parties |
|
|
15,591 |
|
|
|
7,559 |
|
|
|
30,011 |
|
|
|
13,379 |
|
Gramercy to us and our joint venture partner |
|
|
86,566 |
|
|
|
32,851 |
|
|
|
162,213 |
|
|
|
89,855 |
|
Gramercy to third parties |
|
|
21,979 |
|
|
|
18,624 |
|
|
|
45,390 |
|
|
|
33,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,199 |
|
|
|
65,991 |
|
|
|
266,437 |
|
|
|
156,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment
Since fourth quarter 2008, the cost of alumina purchased from the Gramercy refinery exceeded
the spot prices of alumina available from other sources. Because of the reduced need for alumina
caused by the smelter power outage, during first quarter Gramercy reduced its annual production
rate of smelter grade alumina production from approximately 1.0 million metric tonnes to
approximately 0.5 million metric tonnes and implemented other cost saving activities. We and our
joint venture partner have arranged for similar reductions at SABL.
These production changes led us to evaluate our investment in the joint ventures for
impairment, which resulted in a $45.3 million write down ($39.3 million for SABL and $6.0 million
for Gramercy) in first quarter 2009. In second quarter 2009, we recorded a $35.0 million impairment
charge related to our equity-method investment in St. Ann. This impairment reflects second quarter
2009 revisions to our assumptions about St. Anns future profitability and cash flows. Each
impairment expense is recorded within equity in net (income) loss of investments in affiliates in
the condensed consolidated statements of operations.
Our analyses included assumptions about future profitability and cash flows of the joint
ventures, which we believe to reflect our best estimates at the date the valuations were performed.
The estimates were based on information that was known or knowable at
the date of the valuations, and it is at least reasonably possible that the assumptions
employed by us will be materially different from the actual amounts or results, and that additional
impairment charges will be necessary during 2009.
27
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Carrying value compared to underlying equity
The excess of the carrying values of the investments over the amounts of underlying equity in
net assets totaled $117.0 million at December 31, 2008. This excess was attributed to long-lived
assets such as plant and equipment at Gramercy and mining rights at SABL. At June 30, 2009, after
the effect of the year-to-date impairment charges of $80.3 million, the excess recorded which
relates to Gramercy is $37.0 million. For SABL, the investment carrying value is less than the
underlying net assets by $3.7 million at June 30, 2009.
The excess is amortized on a straight-line basis for each affiliate as part of recording our
share of each joint ventures earnings or losses. Amortization expense recorded in equity in net
(income) loss of investments in affiliates is as follows (in thousands):
|
|
|
|
|
Quarter-to-date |
|
$ |
|
Three months ended June 30, 2008 |
|
|
1,872 |
|
Three months ended June 30, 2009 |
|
|
1,642 |
|
|
|
|
|
|
Year-to-date |
|
$ |
|
Six months ended June 30, 2008 |
|
|
3,744 |
|
Six months ended June 30, 2009 |
|
|
3,514 |
|
28
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
22. SEGMENTS
The following tables summarize the operating results and assets of our reportable segments (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Sales to external customers(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
180,992 |
|
|
|
59,832 |
|
|
|
340,275 |
|
|
|
126,914 |
|
Downstream |
|
|
166,224 |
|
|
|
97,847 |
|
|
|
307,221 |
|
|
|
195,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales from external customers |
|
|
347,216 |
|
|
|
157,679 |
|
|
|
647,496 |
|
|
|
321,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
123,468 |
|
|
|
78,587 |
|
|
|
231,969 |
|
|
|
171,419 |
|
Downstream |
|
|
167,877 |
|
|
|
85,158 |
|
|
|
301,948 |
|
|
|
176,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
|
291,345 |
|
|
|
163,745 |
|
|
|
533,917 |
|
|
|
348,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
39,177 |
|
|
|
2,527 |
|
|
|
78,278 |
|
|
|
(41,955 |
) |
Downstream |
|
|
(4,137 |
) |
|
|
9,875 |
|
|
|
(1,385 |
) |
|
|
(30,873 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) |
|
|
35,040 |
|
|
|
12,402 |
|
|
|
76,893 |
|
|
|
(72,828 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
21,014 |
|
|
|
14,100 |
|
|
|
45,227 |
|
|
|
29,974 |
|
Loss (gain) on hedging activities, net |
|
|
10,598 |
|
|
|
(53,198 |
) |
|
|
5,001 |
|
|
|
(98,326 |
) |
Equity in net (income) loss of investments in affiliates |
|
|
(2,860 |
) |
|
|
34,051 |
|
|
|
(5,514 |
) |
|
|
78,101 |
|
Loss (gain) on debt repurchase |
|
|
1,202 |
|
|
|
(12,442 |
) |
|
|
1,202 |
|
|
|
(164,650 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
5,086 |
|
|
|
29,891 |
|
|
|
30,977 |
|
|
|
82,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
12,929 |
|
|
|
11,305 |
|
|
|
19,697 |
|
|
|
19,817 |
|
Downstream |
|
|
2,283 |
|
|
|
1,367 |
|
|
|
3,579 |
|
|
|
2,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital expenditures |
|
|
15,212 |
|
|
|
12,672 |
|
|
|
23,276 |
|
|
|
22,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
18,147 |
|
|
|
11,950 |
|
|
|
36,220 |
|
|
|
33,970 |
|
Downstream |
|
|
6,574 |
|
|
|
5,556 |
|
|
|
13,111 |
|
|
|
11,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
|
24,721 |
|
|
|
17,506 |
|
|
|
49,331 |
|
|
|
45,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
Segment assets |
|
|
|
|
|
|
|
|
Upstream |
|
|
1,326,189 |
|
|
|
1,140,309 |
|
Downstream |
|
|
609,982 |
|
|
|
593,674 |
|
|
|
|
|
|
|
|
Total assets |
|
|
1,936,171 |
|
|
|
1,733,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(1) Segment revenues exclude the following intersegment transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
24,989 |
|
|
|
10,638 |
|
|
|
53,510 |
|
|
|
18,856 |
|
Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intersegment transfers |
|
|
24,989 |
|
|
|
10,638 |
|
|
|
53,510 |
|
|
|
18,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
NORANDA ALUMINUM HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
23. NON-GUARANTOR SUBSIDIARY
In February 2009, we formed NHB, a 100%-owned subsidiary of AcquisitionCo, with a capital
contribution of $33.0 million for the purpose of acquiring outstanding HoldCo Notes. As of June 30,
2009, NHB had acquired HoldCo Notes with an aggregate principal balance totaling $133.4 million.
None of the Holdco Notes purchased by NHB have been retired.
|
|
|
At June 30, 2009, NHBs only assets were an immaterial amount of cash and the HoldCo
Notes, which are carried at their fair value of $52.6 million, including $1.4 million of
accrued interest. At June 30, 2009, NHB had accrued liabilities to third parties
totaling $0.5 million for fees incurred in connection with its investment in the HoldCo
Notes, owed $1.3 million to a guarantor affiliate for the payment of fees on NHBs
behalf, and carried a $3.7 million liability to a guarantor affiliate for estimated
taxes. |
|
|
|
During the six months ended
June 30, 2009, NHBs only cash activities were a
$33.0 million cash receipt from AcquisitionCo and the purchase
of HoldCo Notes with an aggregate principal balance of
$133.4. million for the price of $33.5 million, plus fees. These amounts eliminate
in consolidation. |
30
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Balance Sheet
As of June 30, 2009
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HoldCo |
|
|
Guarantors |
|
|
NHB Holdings |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
21,547 |
|
|
|
160,677 |
|
|
|
34 |
|
|
|
|
|
|
|
182,258 |
|
Accounts receivable, net |
|
|
|
|
|
|
60,624 |
|
|
|
|
|
|
|
|
|
|
|
60,624 |
|
Interest due from
affiliates |
|
|
|
|
|
|
|
|
|
|
1,409 |
|
|
|
(1,409 |
) |
|
|
|
|
Inventories |
|
|
|
|
|
|
135,209 |
|
|
|
|
|
|
|
|
|
|
|
135,209 |
|
Derivative assets, net |
|
|
|
|
|
|
80,166 |
|
|
|
|
|
|
|
|
|
|
|
80,166 |
|
Taxes receivable |
|
|
14,729 |
|
|
|
2,908 |
|
|
|
|
|
|
|
|
|
|
|
17,637 |
|
Other current assets |
|
|
169 |
|
|
|
39,731 |
|
|
|
|
|
|
|
|
|
|
|
39,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
36,445 |
|
|
|
479,315 |
|
|
|
1,443 |
|
|
|
(1,409 |
) |
|
|
515,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in affiliates |
|
|
202,772 |
|
|
|
174,713 |
|
|
|
51,169 |
|
|
|
(301,098 |
) |
|
|
127,556 |
|
Advances due from affiliates |
|
|
|
|
|
|
3,694 |
|
|
|
(3,694 |
) |
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
|
|
|
|
574,635 |
|
|
|
|
|
|
|
|
|
|
|
574,635 |
|
Goodwill |
|
|
|
|
|
|
202,576 |
|
|
|
|
|
|
|
|
|
|
|
202,576 |
|
Other intangible assets, net |
|
|
|
|
|
|
61,720 |
|
|
|
|
|
|
|
|
|
|
|
61,720 |
|
Long-term derivative assets, net |
|
|
|
|
|
|
191,001 |
|
|
|
|
|
|
|
|
|
|
|
191,001 |
|
Other assets |
|
|
652 |
|
|
|
60,049 |
|
|
|
|
|
|
|
|
|
|
|
60,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
239,869 |
|
|
|
1,747,703 |
|
|
|
48,918 |
|
|
|
(302,507 |
) |
|
|
1,733,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade |
|
|
(25 |
) |
|
|
41,366 |
|
|
|
|
|
|
|
|
|
|
|
41,341 |
|
Affiliates |
|
|
|
|
|
|
27,729 |
|
|
|
|
|
|
|
|
|
|
|
27,729 |
|
Accrued liabilities |
|
|
|
|
|
|
27,143 |
|
|
|
494 |
|
|
|
|
|
|
|
27,637 |
|
Accrued interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties |
|
|
|
|
|
|
278 |
|
|
|
|
|
|
|
|
|
|
|
278 |
|
Affiliates |
|
|
1,409 |
|
|
|
|
|
|
|
|
|
|
|
(1,409 |
) |
|
|
|
|
Deferred revenue |
|
|
|
|
|
|
219 |
|
|
|
|
|
|
|
|
|
|
|
219 |
|
Deferred tax liabilities |
|
|
24,670 |
|
|
|
1,906 |
|
|
|
|
|
|
|
|
|
|
|
26,576 |
|
Current portion of long-term
debt party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
26,054 |
|
|
|
98,641 |
|
|
|
494 |
|
|
|
(1,409 |
) |
|
|
123,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
212,899 |
|
|
|
1,030,097 |
|
|
|
|
|
|
|
(139,405 |
) |
|
|
1,103,591 |
|
Pension liabilities |
|
|
|
|
|
|
128,958 |
|
|
|
|
|
|
|
|
|
|
|
128,958 |
|
Other long-term liabilities |
|
|
807 |
|
|
|
34,747 |
|
|
|
|
|
|
|
|
|
|
|
35,554 |
|
Advances due to affiliates |
|
|
5,610 |
|
|
|
(6,877 |
) |
|
|
1,267 |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
(16,259 |
) |
|
|
259,365 |
|
|
|
|
|
|
|
60,379 |
|
|
|
303,485 |
|
Common stock subject to redemption
(100,000 shares at December 31,
2008 and June 30, 2009) |
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
217 |
|
Capital in excess of par value |
|
|
15,074 |
|
|
|
216,605 |
|
|
|
33,000 |
|
|
|
(249,605 |
) |
|
|
15,074 |
|
Accumulated deficit |
|
|
(182,946 |
) |
|
|
(190,246 |
) |
|
|
3,195 |
|
|
|
225,870 |
|
|
|
(144,127 |
) |
Accumulated other
comprehensive income |
|
|
176,413 |
|
|
|
176,413 |
|
|
|
10,962 |
|
|
|
(198,337 |
) |
|
|
165,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
8,758 |
|
|
|
202,772 |
|
|
|
47,157 |
|
|
|
(222,072 |
) |
|
|
36,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders
equity |
|
|
239,869 |
|
|
|
1,747,703 |
|
|
|
48,918 |
|
|
|
(302,507 |
) |
|
|
1,733,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Statements of Operations
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2009 |
|
|
|
HoldCo |
|
|
Guarantors |
|
|
NHB Holdings |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Sales |
|
|
|
|
|
|
157,679 |
|
|
|
|
|
|
|
|
|
|
|
157,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
|
163,745 |
|
|
|
|
|
|
|
|
|
|
|
163,745 |
|
Selling, general and administrative expenses |
|
|
716 |
|
|
|
9,994 |
|
|
|
7 |
|
|
|
|
|
|
|
10,717 |
|
Goodwill and other intangible asset impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess insurance proceeds |
|
|
|
|
|
|
(29,185 |
) |
|
|
|
|
|
|
|
|
|
|
(29,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
716 |
|
|
|
144,554 |
|
|
|
7 |
|
|
|
|
|
|
|
145,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)
income |
|
|
(716 |
) |
|
|
13,125 |
|
|
|
(7 |
) |
|
|
|
|
|
|
12,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (benefit), net |
|
|
5,073 |
|
|
|
11,936 |
|
|
|
(2,909 |
) |
|
|
|
|
|
|
14,100 |
|
Gain on hedging activities, net |
|
|
|
|
|
|
(53,198 |
) |
|
|
|
|
|
|
|
|
|
|
(53,198 |
) |
Equity in net (income) loss of investments in
affiliates |
|
|
(36,682 |
) |
|
|
34,843 |
|
|
|
|
|
|
|
35,890 |
|
|
|
34,051 |
|
Gain on debt repurchase |
|
|
(530 |
) |
|
|
(10,896 |
) |
|
|
|
|
|
|
(1,016 |
) |
|
|
(12,442 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,139 |
) |
|
|
(17,315 |
) |
|
|
(2,909 |
) |
|
|
34,874 |
|
|
|
(17,489 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
31,423 |
|
|
|
30,440 |
|
|
|
2,902 |
|
|
|
(34,874 |
) |
|
|
29,891 |
|
Income tax expense (benefit) |
|
|
3,419 |
|
|
|
(6,242 |
) |
|
|
3,694 |
|
|
|
41,146 |
|
|
|
42,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
|
|
28,004 |
|
|
|
36,682 |
|
|
|
(792 |
) |
|
|
(76,020 |
) |
|
|
(12,126 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2009 |
|
|
|
HoldCo |
|
|
Guarantors |
|
|
NHB Holdings |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Sales |
|
|
|
|
|
|
321,994 |
|
|
|
|
|
|
|
|
|
|
|
321,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
|
348,064 |
|
|
|
|
|
|
|
|
|
|
|
348,064 |
|
Selling, general and administrative expenses |
|
|
1,632 |
|
|
|
31,304 |
|
|
|
7 |
|
|
|
|
|
|
|
32,943 |
|
Goodwill and other intangible asset impairment |
|
|
|
|
|
|
43,000 |
|
|
|
|
|
|
|
|
|
|
|
43,000 |
|
Excess insurance proceeds |
|
|
|
|
|
|
(29,185 |
) |
|
|
|
|
|
|
|
|
|
|
(29,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,632 |
|
|
|
393,183 |
|
|
|
7 |
|
|
|
|
|
|
|
394,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(1,632 |
) |
|
|
(71,189 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
(72,828 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (benefit), net |
|
|
9,588 |
|
|
|
27,791 |
|
|
|
(7,405 |
) |
|
|
|
|
|
|
29,974 |
|
Gain on hedging activities, net |
|
|
|
|
|
|
(98,326 |
) |
|
|
|
|
|
|
|
|
|
|
(98,326 |
) |
Equity in net loss (income) of investments in
affiliates |
|
|
9,123 |
|
|
|
74,906 |
|
|
|
|
|
|
|
(5,928 |
) |
|
|
78,101 |
|
Gain on debt repurchase |
|
|
(11,009 |
) |
|
|
(54,443 |
) |
|
|
|
|
|
|
(99,198 |
) |
|
|
(164,650 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,702 |
|
|
|
(50,072 |
) |
|
|
(7,405 |
) |
|
|
(105,126 |
) |
|
|
(154,901 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
(9,334 |
) |
|
|
(21,117 |
) |
|
|
7,398 |
|
|
|
105,126 |
|
|
|
82,073 |
|
Income tax (benefit) expense |
|
|
(2,668 |
) |
|
|
(11,994 |
) |
|
|
4,203 |
|
|
|
60,379 |
|
|
|
49,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income for the period |
|
|
(6,666 |
) |
|
|
(9,123 |
) |
|
|
3,195 |
|
|
|
44,747 |
|
|
|
32,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Statement of Cash Flows
Six months ended June 30, 2009
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HoldCo |
|
|
Guarantors |
|
|
NHB Holdings |
|
|
Eliminations(1) |
|
|
Consolidated |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (used in) provided by operating activities |
|
|
(3,820 |
) |
|
|
112,158 |
|
|
|
487 |
|
|
|
(695 |
) |
|
|
108,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
(22,360 |
) |
|
|
|
|
|
|
|
|
|
|
(22,360 |
) |
Purchase of debt |
|
|
|
|
|
|
|
|
|
|
(34,212 |
) |
|
|
34,212 |
|
|
|
|
|
Proceeds from insurance related to
capital expenditures |
|
|
|
|
|
|
7,161 |
|
|
|
|
|
|
|
|
|
|
|
7,161 |
|
Purchase of debt proceeds from sale of
property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (used in) provided by investing activities |
|
|
|
|
|
|
(15,199 |
) |
|
|
(34,212 |
) |
|
|
34,212 |
|
|
|
(15,199 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of shares |
|
|
|
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
41 |
|
Distribution to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of shares |
|
|
(90 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(90 |
) |
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of debt |
|
|
|
|
|
|
(24,500 |
) |
|
|
|
|
|
|
|
|
|
|
(24,500 |
) |
Repurchase of debt |
|
|
(2,673 |
) |
|
|
(34,650 |
) |
|
|
|
|
|
|
(33,517 |
) |
|
|
(70,840 |
) |
Intercompany advances |
|
|
3,049 |
|
|
|
(3,808 |
) |
|
|
759 |
|
|
|
|
|
|
|
|
|
Capital contribution from parent |
|
|
|
|
|
|
(33,000 |
) |
|
|
33,000 |
|
|
|
|
|
|
|
|
|
Distribution to parent |
|
|
980 |
|
|
|
(980 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) financing activities |
|
|
1,266 |
|
|
|
(96,897 |
) |
|
|
33,759 |
|
|
|
(33,517 |
) |
|
|
(95,389 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents |
|
|
(2,554 |
) |
|
|
62 |
|
|
|
34 |
|
|
|
|
|
|
|
(2,458 |
) |
Cash and cash equivalents, beginning of period |
|
|
24,101 |
|
|
|
160,615 |
|
|
|
|
|
|
|
|
|
|
|
184,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
|
21,547 |
|
|
|
160,677 |
|
|
|
34 |
|
|
|
|
|
|
|
182,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Figures may not add due to rounding. |
33
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of
Operations |
Overview
Noranda Aluminum Holding Corporation is a private company controlled by affiliates of Apollo
Management, L.P. (collectively, Apollo). Unless otherwise specified or unless the context
otherwise requires, references to (i) Noranda HoldCo or HoldCo refer only to Noranda Aluminum
Holding Corporation, excluding its subsidiaries; (ii) Noranda AcquisitionCo or AcquisitionCo
refer only to Noranda Aluminum Acquisition Corporation, the wholly owned direct subsidiary of
Noranda HoldCo, excluding its subsidiaries; and (iii) the Company, Noranda, we, us and
our refer collectively to Noranda Aluminum Holding Corporation and its subsidiaries.
We are a leading North American vertically integrated producer of value-added primary aluminum
products and high quality rolled aluminum coils. We have two integrated businesses: our primary
metals, or upstream business, and our rolling mills, or downstream business which constitute our
two reportable segments as defined by Statement of Financial Accounting Standards (SFAS) No. 131,
Disclosure about Segments of an Enterprise and Related Information (SFAS No. 131). In 2008, our
upstream business produced approximately 575 million pounds (261,000 metric tonnes) of primary
aluminum at our New Madrid smelter facility, accounting for approximately 10% of total United
States primary aluminum production, according to production statistics from The Aluminum
Association. Our upstream business is vertically integrated from bauxite to alumina to primary
aluminum metal. Our 50% joint venture interest in a bauxite mining operation in St. Ann, Jamaica
(St. Ann) and our 50% joint venture interest in an alumina refinery in Gramercy, Louisiana
(Gramercy) provide a secure supply of alumina. Our downstream business, consisting of four
rolling mill facilities with a combined annual production capacity of approximately 495 million
pounds is one of the largest aluminum foil producers in North America, according to data from The
Aluminum Association.
Our second quarter 2009 operating results reflect these significant events:
|
|
|
Compared to first quarter 2009, the year-over-year rate of volume decline slowed in the
downstream segment because of targeted growth programs in less cyclical market segments.
In the second quarter, we saw also that rod sales held steady with first quarter levels.
However, billet shipments declined against the prior quarter at a faster rate in the second
quarter than they did in the first. Aluminum prices have shown modest improvement. Despite
some positive signs in both demand and price, there is substantial uncertainty in the
market place, and we expect that for the remainder of 2009, sales volumes will continue to
be lower than 2008 levels. |
|
|
|
Primary aluminum is a global commodity, and the price is established on
the London Metal Exchange (the LME and such price, the LME price). We saw slight
improvements in the LME market prices compared to first quarter 2009, although those
prices are significantly lower than second quarter 2008 levels. Our primary aluminum
products typically earn the LME price plus a Midwest premium, the sum of which is
known as the Midwest Transaction Price (the MWTP). |
|
|
|
During second quarter 2009, the average MWTP increased to approximately
$0.72 per pound, compared to $0.66 per pound in first quarter 2009 and $1.38 per
pound in second quarter 2008. The MWTP increased to $0.78 per pound at June 30, 2009
from $0.66 at March 31, 2009. Our reported second quarter 2009 actual cash costs are
$0.67 per pound as a result of expected insurance settlement proceeds versus $0.85
per pound in first quarter 2009 with no insurance proceeds. |
|
|
|
In second quarter 2009, our shipments of value-added products decreased
by 42% compared to second quarter 2008, and decreased 7% compared to first quarter
2009. The power outage at our New Madrid smelter had minimal impact on these
declines as we sourced third party metal to offset our hot metal production outage.
The downstream business has also been affected by weak end-markets for building and
construction. Downstream demand declined 14% compared to 2008s second quarter, but
increased 10% compared to first quarter 2009. |
|
|
|
We reached an insurance settlement with certain carriers in the amount of $43.9 million,
including $9.8 million of advances previously received, with our primary insurance carrier
related to the power outage at our New Madrid smelter. Since the end of the second quarter,
we have reached an additional settlement with the remaining carriers of $23.6 million,
including $5.2 million previously received, thus bringing the total insurance settlement to
$67.5 million. We had received $15.0 million of cash proceeds as of June 30, 2009, and the
remaining expected proceeds of $52.5 million were received in July 2009. The New Madrid
smelter is currently operating above 55% capacity and we believe that the facility will
operate at or near our effective annual capacity for 2010. |
|
|
|
In March 2009, we entered into a hedge settlement agreement with Merrill Lynch. As
amended in April 2009, that agreement allows us to monetize the favorable position of our
long-term hedges, up to $400.0 million, by settling certain quantities of our 2009-2012
hedges in order to fund debt repurchases. During second quarter 2009, we repurchased an
aggregate of $33.9
million in principal of outstanding HoldCo Notes, AcquisitionCo Notes, term B loan and
revolving credit facility for a price of $20.3 million, plus fees, resulting in a $12.4
million gain after fees. With the exception of a nominal amount, these repurchases were
funded with proceeds from the hedge settlement agreement we entered into during first quarter
2009. |
34
|
|
|
Despite the difficult environment and the effects of the New Madrid smelter power
outage, we ended second quarter 2009 in a favorable cash position with $182.3 million of
cash and cash equivalents. |
|
|
|
In second quarter 2009, we recorded a $35.0 million impairment charge related to our
equity-method investment in St. Ann. This impairment reflects second quarter 2009 revisions
to assumptions about St. Anns future profitability and cash flows. |
|
|
|
In second quarter 2009, we reported $53.2 million of net gains on hedging activities.
For second quarter 2009, the amount reclassified from accumulated other comprehensive
income to earnings was $69.9 million including $43.9 million reclassified into earnings
because it is probable that the original forecasted transactions will not occur. These
reclassifications reflect our best estimates of forecasts of 2010-2012 sales by product
type and pricing structure. |
Recent Developments
On August 3, 2009, we entered into an agreement with Century Aluminum Company (together with
its subsidiaries, Century) whereby we will become the sole owner of Gramercy and St. Ann
(the Joint Venture Transaction). As consideration in the
Joint Venture Transaction, we have agreed to release
Century from certain obligations. The Joint Venture Transaction is expected to close in August, at which point
Century will have no ownership interest in either Gramercy or St.
Ann. In connection with the Joint Venture Transaction, we and Century will enter into an agreement under which Century will purchase alumina
from Gramercy in 2009 and 2010.
Our action to become the sole owner of the Gramercy alumina refinery and the St. Ann bauxite
mining operations is consistent with our vertical integration strategy and our continuing desire to
have a secure strategic supply of alumina. We also believe owning 100% of these two operations
represents an opportunity to enhance profitability as market pricing improves.
Forward-looking Statements
This report contains forward-looking statements which involve risks and uncertainties. You
can identify forward-looking statements because they contain words such as believes, expects,
may, should, seeks, approximately, intends, plans, estimates, or anticipates or
similar expressions that relate to our strategy, plans or intentions. All statements we make
relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth
rates and financial results or to our expectations regarding future industry trends are
forward-looking statements. In addition, we, through our senior management, from time to time make
forward-looking public statements concerning our expected future operations and performance and
other developments. These forward-looking statements are subject to risks and uncertainties that
may change at any time, and, therefore, our actual results may differ materially from those that we
expected. We derive many of our forward-looking statements from our operating budgets and
forecasts, which are based upon many detailed assumptions. While we believe that our assumptions
are reasonable, we caution that it is very difficult to predict the impact of known factors, and it
is impossible for us to anticipate all factors that could affect our actual results. All
forward-looking statements are based upon information available to us on the date of this report.
Important factors that could cause actual results to differ materially from our expectations,
which we refer to as cautionary statements, are disclosed under Risk Factors included in our Form
10-K, filed on February 25, 2009, including, without limitation, in conjunction with the
forward-looking statements included in this report. All forward-looking information in this report
and subsequent written and oral forward-looking statements attributable to us, or persons acting on
our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the
factors that we believe could affect our results include:
|
|
|
delays in restoring our New Madrid smelter to full capacity; |
|
|
|
|
the cyclical nature of the aluminum industry and fluctuating commodity prices,
which cause variability in our earnings and cash flows; |
|
|
|
|
a downturn in general economic conditions, including changes in interest rates, as
well as a downturn in the end-use markets for certain of our products; |
|
|
|
|
losses caused by disruptions in the supply of electrical power; |
|
|
|
|
fluctuations in the relative cost of certain raw materials and energy compared to
the price of primary aluminum and aluminum rolled products; |
|
|
|
|
restrictive covenants in our indebtedness that may adversely affect our operational
flexibility; |
|
|
|
|
the effectiveness of our hedging strategies in reducing the variability of our cash
flows;
|
35
|
|
|
unexpected issues arising in connection with our joint ventures; |
|
|
|
|
the effects of competition in our business lines; |
|
|
|
|
the relative appeal of aluminum compared with alternative materials; |
|
|
|
|
the loss of order volumes from our largest customers would reduce our revenues
and cash flows; |
|
|
|
|
our ability to retain customers, a substantial number of which do not have
long-term contractual arrangements with us; |
|
|
|
|
our ability to fulfill our business substantial capital investment needs; |
|
|
|
|
the cost of compliance with and liabilities under environmental, safety, production
and product regulations; |
|
|
|
|
natural disasters and other unplanned business interruptions; |
|
|
|
|
labor relations (i.e., disruptions, strikes or work stoppages) and labor costs; |
|
|
|
|
unexpected issues arising in connection with our operations outside of the United
States; |
|
|
|
|
our ability to retain key management personnel; |
|
|
|
|
our expectations with respect to our acquisition activity, or difficulties
encountered in connection with acquisitions, dispositions or similar transactions; and |
|
|
|
|
the ability of our insurance to cover fully our potential exposures. |
We caution you that the foregoing list of important factors may not contain all of the
material factors that are important to you. In addition, in light of these risks and uncertainties,
the matters referred to in the forward-looking statements contained in this report may not in fact
occur. Accordingly, investors should not place undue reliance on those statements. We undertake no
obligation to publicly update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as otherwise required by law.
Reconciliation of Net Income between Noranda AcquisitionCo and Noranda HoldCo
Noranda HoldCos principal asset is our wholly owned subsidiary, Noranda
AcquisitionCo. Noranda HoldCo and Noranda AcquisitionCo were both formed on March 27, 2007 for the
purpose of acquiring our aluminum business. The following table reconciles the results of
operations of Noranda HoldCo and Noranda AcquisitionCo (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Consolidated net income (loss) of Noranda AcquisitionCo. |
|
|
7.7 |
|
|
|
(9.1 |
) |
|
|
28.7 |
|
|
|
(31.7 |
) |
HoldCo interest expense |
|
|
(5.5 |
) |
|
|
(5.0 |
) |
|
|
(11.3 |
) |
|
|
(9.6 |
) |
HoldCo director and other fees |
|
|
(1.0 |
) |
|
|
(0.7 |
) |
|
|
(1.0 |
) |
|
|
(1.6 |
) |
HoldCo gains on debt repurchases |
|
|
|
|
|
|
1.0 |
|
|
|
|
|
|
|
111.3 |
|
HoldCo tax effects |
|
|
2.3 |
|
|
|
1.7 |
|
|
|
4.3 |
|
|
|
(36.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss) of Noranda HoldCo. |
|
|
3.5 |
|
|
|
(12.1 |
) |
|
|
20.7 |
|
|
|
32.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). Preparation of these
statements requires management to make significant judgments and estimates. Some accounting
policies have a significant impact on amounts reported in these financial statements. Our financial
position and/or results of operations may be materially different when reported under different
conditions or when using different assumptions in the application of such policies. In the event
estimates or assumptions prove to be different from actual amounts, adjustments are made in
subsequent periods to reflect more current information. The preparation of interim financial
statements involves the use of certain estimates that are consistent with those used in the
preparation of our annual financial statements. Significant accounting policies, including areas of
critical management judgments and estimates, include the following financial statement areas:
|
|
|
Revenue recognition |
|
|
|
|
Impairment of long-lived assets |
|
|
|
|
Goodwill and other intangible assets |
|
|
|
|
Insurance accounting |
|
|
|
|
Inventory valuation |
|
|
|
|
Asset retirement obligations |
|
|
|
|
Derivative instruments and hedging activities |
|
|
|
|
Investment in affiliates |
36
See Note 1 of the notes to the condensed consolidated financial statements for the fiscal year
ended December 31, 2008 included in our Annual Report on Form 10-K, filed February 25, 2009, for a
discussion of our critical accounting policies. See also Note 1 to the condensed consolidated
financial statements included elsewhere in this report for pending accounting pronouncements.
Insurance Accounting
Due to the power outage that impacted our New Madrid smelter during the week of January 26,
2009, which is discussed further in Note 3 to the condensed consolidated financial statements,
management has determined that accounting for insurance represents a significant accounting policy.
In recording costs and losses associated with the power outage, we follow applicable
U.S. GAAP to determine asset write-downs, changes in estimated lives, and accruing for
out-of-pocket costs. To the extent the realization of the claims for costs and losses are probable,
we record expected proceeds only to the extent that costs and losses have been reflected in the
financial statements in accordance with applicable U.S. GAAP. For claim amounts resulting in gains
or in excess of costs and losses that have been reflected in the financial statements, such as when
the replacement cost of damaged assets exceeds the book value of those assets, or in the case of
profit margin on lost sales, we record such amounts only when those portions of the claims,
including all contingencies, are settled.
Goodwill and other intangible assets
We evaluate goodwill for impairment using a two-step process provided by
Statement of Financial Accounting Standards (SFAS) No. 142 Goodwill
and other Intangible Assets (SFAS No. 142). The first step is to compare the fair value of each
of our segments to their respective book values, including goodwill. If the fair value of a segment
exceeds the book value, segment goodwill is not considered impaired and the second step of the
impairment test is not required. If the book value of a segment exceeds the fair value, the second
step of the impairment test is performed to measure the amount of impairment loss, if any. The
second step of the impairment test compares the implied fair value of the segments goodwill with
the book value of that goodwill. If the book value of the segments goodwill exceeds the implied
fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.
The implied fair value of goodwill is determined in the same manner as the amount of goodwill
recognized in a business combination.
During first quarter 2009, we recorded an estimated $43.0 million impairment write-down in the
downstream business for goodwill and trade name intangible assets, reflecting the severe first
quarter deterioration in volume. Our SFAS No. 142 analyses included a combination of discounted
cash flow and market-based valuations. Discounted cash flow valuations require that we make
assumptions about future profitability and cash flows of our reporting units, which we believe
reflected the best estimates at March 31, 2009, the date the valuations were performed. Key
assumptions used to determine reporting units discounted cash flow valuations at March 31, 2009
include: (a) cash flow periods of seven years; (b) terminal values based upon long-term growth
rates ranging from 1.5% to 2.0%; and (c) discount rates ranging from 12.5% to 13.8% based on a
risk-adjusted weighted average cost of capital for each reporting unit.
In the downstream business, a 1% increase in the discount rate would have decreased the
reporting unit fair value, and consequently increased the total impairment write-down, by
approximately $13 million. In the downstream business, a 10% decrease in the cash flow forecast for
each year would have decreased the reporting unit fair value, and consequently increased the
goodwill impairment write-down, by approximately $29 million. In the upstream business, a 1%
increase in the discount rate would have decreased the reporting unit fair value by approximately
$26 million and a 10% decrease in the cash flow forecast for each year would have decreased the
reporting unit fair value by approximately $43 million, neither of which would have resulted in
upstream impairment at March 31, 2009.
We finalized the valuations related to the March 31, 2009 goodwill impairment analyses and no
adjustments to our estimates were recorded in the three months ended June 30, 2009. No further
deterioration was noted in the second quarter 2009 regarding the recoverability of goodwill; therefore, no goodwill impairment testing was
necessary at June 30, 2009; however, future impairment charges could be required if we do not
achieve our current cash flow, revenue and profitability projections.
Investments in affiliates
We evaluate an equity method investment for impairment when adverse events or changes in
circumstances indicate, in managements judgment, that the investments may have experienced an
other-than-temporary decline in value, meaning that the declining value would not be expected to
recover within six months. When evidence of loss in value has occurred, we compare the investments
estimated fair value to its carrying value in order to determine whether impairment has occurred.
If the estimated fair value is less than the carrying value and management considers, based on
various factors, such as historical financial results, expected production activities and the
overall health of the investments industry, the decline in value to be other-than-temporary, the
excess of the carrying value over the estimated fair value is recognized in the financial
statements as an impairment.
Because of the reduced need for alumina caused by the smelter outage, Gramercy reduced its annual production rate of smelter grade alumina from approximately 1.0 million metric tonnes
to approximately 0.5 million metric tonnes. We have arranged for similar reductions at St. Anns
bauxite production facility. At March 31, 2009, these production changes led us to evaluate our
investment in these joint ventures for impairment, which resulted in a $45.3 million write-down
($39.3 million for SABL and $6.0 million for Gramercy) during first quarter 2009. In second quarter
2009, we recorded a $35.0 million impairment charge related to our
equity-method investment in St. Ann. This impairment reflects second quarter 2009 revisions to
our assumptions about St. Anns future profitability and cash flows.
37
The excess of the carrying values of the investments over the amounts of underlying equity in
net assets totaled $117.0 million at December 31, 2008. This excess was attributed to long-lived
assets such as plant and equipment at Gramercy and mining rights at SABL. At June 30, 2009, after
the effect of the year-to-date impairment charges of $80.3 million, the excess recorded which
relates to Gramercy is $37.0 million. For SABL, the investment carrying value is less than the
underlying net assets by $3.7 million at June 30, 2009.
Our impairment analyses were based on discounted cash flows valuations that require us to make
assumptions about future profitability and cash flows of each joint venture. The assumptions used
reflect our best estimates at the date the valuations were performed. Key assumptions used to
determine reporting units discounted cash flow valuations for March 31, 2009 and June 30, 2009
include: (a) cash flow projections for five years; (b) terminal values based upon long-term growth
rates ranging from 1% to 2%; and (c) discount rates ranging 17% to 19% based on a risk-adjusted
weighted average cost of capital for each investment.
For Gramercy, a 1% increase in the discount rate would have decreased our investments fair
value by approximately $7.7 million and $15.0 million during first quarter and second quarter 2009,
respectively. A 10% decrease in the cash flow forecast for each year would have decreased our
investments fair value by approximately $4.8 million and $19.8 million during first quarter and
second quarter 2009, respectively. Neither a 1% increase in the discount rate or a 10% decrease in
the cash flow forecast would have resulted in an impairment charge for Gramercy for second quarter
2009. For St. Ann, a 1% increase in the discount rate would have decreased our investments fair
value, and consequently increased the total impairment write-down, by approximately $2.7 million
and $3.6 million during first quarter and second quarter 2009, respectively. A 10% decrease in the
cash flow forecast for each year would have decreased our investments fair value, and consequently
increased the impairment write-down, by approximately $7.1 million and $5.6 million during first
quarter and second quarter 2009, respectively.
Derivative instruments and hedging activities
We account for derivative financial instruments in accordance with SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, as amended (SFAS No. 133). During 2008, we
designated fixed price aluminum sale swaps as cash flow hedges, thus the effective portion of such
derivatives was adjusted to fair value through other comprehensive (loss) income, with the
ineffective portion reported through earnings. The effective portion of any gain or loss on the
derivative was reported as a component of accumulated other comprehensive income.
As a result of the New Madrid power outage the week of January 26, 2009, management concluded
that certain hedged sale transactions were no longer probable of occurring, and we discontinued
hedge accounting for all our aluminum fixed-price sale swaps on January 29, 2009. At that date, the
accounting for amounts in accumulated other comprehensive income did not change. Amounts recorded
in accumulated other comprehensive income are reclassified into earnings in the periods during
which the hedged transaction affects earnings, unless it is determined that it is probable that the
original forecasted transactions will not occur, at which point a corresponding amount of
accumulated other comprehensive is immediately reclassified into earnings. Forecasted sales
represent a sensitive estimate in our accounting for derivatives because they impact the
determination whether any amounts in accumulated other comprehensive income should be reclassified
into earnings in the current period. For the three months and six months ended June 30, 2009, the
amount reclassified from accumulated other comprehensive income to earnings was $69.9 million and
$125.7 million, respectively. These amounts are noted in the table on page 24. Of these amounts,
$43.9 million was reclassified into earnings because it was probable that the original forecasted
transactions would not occur for the three months ended June 30, 2009 and $77.8 million for the six
months ended June 30, 2009.
38
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
(in millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Statements of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
347.2 |
|
|
|
157.7 |
|
|
|
647.5 |
|
|
|
322.0 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
291.3 |
|
|
|
163.8 |
|
|
|
533.9 |
|
|
|
348.1 |
|
Selling, general and administrative expenses |
|
|
20.9 |
|
|
|
10.7 |
|
|
|
36.7 |
|
|
|
32.9 |
|
Goodwill and other intangible asset impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43.0 |
|
Excess insurance proceeds |
|
|
|
|
|
|
(29.2 |
) |
|
|
|
|
|
|
(29.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
312.2 |
|
|
|
145.3 |
|
|
|
570.6 |
|
|
|
394.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
35.0 |
|
|
|
12.4 |
|
|
|
76.9 |
|
|
|
(72.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
21.0 |
|
|
|
14.1 |
|
|
|
45.2 |
|
|
|
30.0 |
|
Loss (gain) on hedging activities, net |
|
|
10.6 |
|
|
|
(53.2 |
) |
|
|
5.0 |
|
|
|
(98.3 |
) |
Equity in net (income) loss of investments in affiliates |
|
|
(2.9 |
) |
|
|
34.0 |
|
|
|
(5.5 |
) |
|
|
78.1 |
|
Loss (gain) on debt repurchase |
|
|
1.2 |
|
|
|
(12.4 |
) |
|
|
1.2 |
|
|
|
(164.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
5.1 |
|
|
|
29.9 |
|
|
|
31.0 |
|
|
|
82.1 |
|
Income tax expense |
|
|
1.6 |
|
|
|
42.0 |
|
|
|
10.3 |
|
|
|
49.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
|
|
3.5 |
|
|
|
(12.1 |
) |
|
|
20.7 |
|
|
|
32.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182.3 |
|
Property, plant and equipment, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
574.6 |
|
Common stock subject to redemption |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.0 |
|
Long-term debt (including current portion)(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,103.6 |
|
Shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36.6 |
|
Working capital(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
392.0 |
|
Cash flow data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
100.6 |
|
|
|
108.1 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
(23.3 |
) |
|
|
(15.2 |
) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
(130.3 |
) |
|
|
(95.4 |
) |
Financial and other data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average realized Midwest transaction price(3) |
|
|
1.38 |
|
|
|
0.71 |
|
|
|
1.30 |
|
|
|
0.70 |
|
Net cash cost for primary aluminum (per pound shipped)(4) |
|
|
0.78 |
|
|
|
0.67 |
|
|
|
0.74 |
|
|
|
0.76 |
|
Shipments (pounds in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
|
124.4 |
|
|
|
68.7 |
|
|
|
246.8 |
|
|
|
145.3 |
|
Intersegment |
|
|
18.1 |
|
|
|
15.4 |
|
|
|
40.5 |
|
|
|
27.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
142.5 |
|
|
|
84.1 |
|
|
|
287.3 |
|
|
|
172.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Downstream |
|
|
92.6 |
|
|
|
79.2 |
|
|
|
178.4 |
|
|
|
150.9 |
|
|
|
|
(1) |
|
Long-term debt includes long-term debt due to third parties, including current installments
of long-term debt. The long-term debt does not include issued and undrawn letters of credit
under the existing revolving credit facility. |
|
(2) |
|
Working capital is defined as current assets net of current liabilities. |
|
(3) |
|
The price for primary aluminum consists of two components: the price quoted for primary
aluminum ingot on the LME and the Midwest transaction premium, a premium to LME price
reflecting domestic market dynamics as well as the cost of shipping and warehousing. As a
significant portion of our value-added products are sold at the prior months MWTP plus a
fabrication premium, we calculate a realized MWTP which reflects the specific pricing of
sale transactions in each period. |
|
(4) |
|
Unit net cash cost for primary aluminum per pound represents our net cash costs of producing
commodity grade aluminum as priced on the LME plus the Midwest premium. We have provided unit
net cash cost for primary aluminum per pound shipped because we believe it provides investors
with additional information to measure our operating performance. Using this metric, investors
are able to assess the prevailing LME price plus Midwest premium per pound versus our unit net
cash costs per pound shipped. Unit net cash cost per pound is positively or negatively
impacted by changes in production and sales volumes, natural gas and oil related costs,
seasonality in our electrical contract rates, and increases or decreases in other production
related costs. |
|
|
Unit net cash costs is not a measure of financial performance under U.S. GAAP and may not be
comparable to similarly titled measures used by other companies in our industry. Unit net cash
costs per pound shipped should not be considered in isolation from or as an alternative to any
performance measures derived in accordance with U.S. GAAP. Unit net cash costs per pound
shipped has limitations as an analytical tool and you should not consider it in isolation or as
a substitute for analysis of our results under U.S. GAAP. |
39
The following table summarizes the unit net cash costs for primary aluminum for the
upstream segment for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Total upstream cash cost (in millions) |
|
|
111.1 |
|
|
|
55.9 |
|
|
|
211.7 |
|
|
|
131.8 |
|
Total shipments (pounds in millions) |
|
|
142.5 |
|
|
|
84.1 |
|
|
|
287.4 |
|
|
|
172.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net upstream cash cost for primary aluminum(a) |
|
|
0.78 |
|
|
|
0.67 |
|
|
|
0.74 |
|
|
|
0.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table reconciles the upstream segments cost of sales to the total upstream cash
cost for primary aluminum for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
(in millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream cost of sales |
|
|
123.4 |
|
|
|
78.6 |
|
|
|
231.9 |
|
|
|
171.4 |
|
Downstream cost of sales |
|
|
167.9 |
|
|
|
85.2 |
|
|
|
302.0 |
|
|
|
176.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
|
291.3 |
|
|
|
163.8 |
|
|
|
533.9 |
|
|
|
348.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream cost of sales |
|
|
123.4 |
|
|
|
78.6 |
|
|
|
231.9 |
|
|
|
171.4 |
|
LIFO and lower of cost or market adjustments(b) |
|
|
(8.6 |
) |
|
|
1.4 |
|
|
|
(12.9 |
) |
|
|
1.4 |
|
Fabrication premium(c) |
|
|
(11.4 |
) |
|
|
(7.7 |
) |
|
|
(22.8 |
) |
|
|
(15.5 |
) |
Depreciation expenseupstream |
|
|
(17.7 |
) |
|
|
(9.0 |
) |
|
|
(35.3 |
) |
|
|
(27.7 |
) |
Joint ventures impact(d) |
|
|
(2.2 |
) |
|
|
(2.9 |
) |
|
|
(7.1 |
) |
|
|
(6.2 |
) |
Selling, general and administrative expenses(e) |
|
|
3.7 |
|
|
|
1.9 |
|
|
|
7.0 |
|
|
|
8.8 |
|
Insurance proceeds(f) |
|
|
|
|
|
|
(11.5 |
) |
|
|
|
|
|
|
(11.5 |
) |
Intersegment eliminations(g) |
|
|
23.9 |
|
|
|
5.1 |
|
|
|
50.9 |
|
|
|
11.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total upstream cash cost of primary aluminum |
|
|
111.1 |
|
|
|
55.9 |
|
|
|
211.7 |
|
|
|
131.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
We refined our cash cost calculation methodologies, and as a result, prior year figures
may not tie to cash costs as presented in 2008 filings. |
|
(b) |
|
Reflects the conversion from LIFO to FIFO method of inventory costing, including removing the
effects of adjustments to reflect the lower of cost or market value. |
|
(c) |
|
Our value-added products, such as billet, rod and foundry, earn a fabrication premium over
the MWTP. To allow comparison of our upstream per unit costs to the MWTP, we exclude the
fabrication premium in determining upstream cash costs for primary aluminum. |
|
(d) |
|
Our upstream business is fully integrated from bauxite mined by SABL to alumina produced by
Gramercy to primary aluminum metal manufactured by our aluminum smelter in New Madrid,
Missouri. To reflect the underlying economics of the vertically integrated upstream business,
this adjustment reflects the favorable impact that third-party joint venture sales have on our
upstream cash cost for primary aluminum. |
|
(e) |
|
Represents certain selling, general and administrative costs which management believes are a
component of upstream cash costs for primary aluminum, but which are not included in cost of
goods. |
|
(f) |
|
Excess insurance proceeds reduce our cash costs to the extent we determine those proceeds
will offset future costs, rather than be spent on capital expenditures. |
|
(g) |
|
Reflects the FIFO-basis cost of sales associated with transfers from upstream to downstream,
as those costs are reflected in downstream cost of sales. This amount includes the elimination
of the effects of intercompany profit in inventory at each balance sheet date. |
40
Discussion of Operating Results
The following discussion of the historical results of operations is presented for the three
and six months ended June 30, 2008 and June 30, 2009.
You should read the following discussion of our results of operations and financial condition
in conjunction with the unaudited condensed consolidated financial statements and related notes
included elsewhere herein.
Three months ended June 30, 2009 compared to three months ended June 30, 2008.
Sales
Sales in the three months ended June 30, 2009 were $157.7 million compared to $347.2 million
in the three months ended June 30, 2008.
Sales to external customers in our upstream business were $59.8 million in three months ended
June 30, 2009; a 67.0% decrease from the $181.0 million reported in three months ended June 30,
2008, driven primarily by the decline in LME aluminum prices, lower volumes of value-added
shipments due to declining end-market demand and lower sow volumes related to the power outage.
|
|
|
The decline in pricing, due to a 48.6% decrease in realized MWTP, resulted in a decrease
of $40.2 million in external revenues. In the three months ended June 30, 2009 and the
three months ended June 30, 2008, the average LME aluminum price per pound was $0.68 and
$1.33, respectively. |
|
|
|
|
Total upstream metal shipments for the three months ended June 30, 2009 decreased 58.5
million pounds to 84.1 million pounds or 41.0% compared to the three months ended June 30,
2008. Intersegment shipments to our downstream business decreased 2.8 million pounds to
15.4 million pounds or 15.4%, as a result of the power outage. The downstream business has
sufficient external alternate sources of supply to meet its aluminum needs. |
|
|
|
|
External shipments in the upstream business decreased to 68.7 million pounds in the
three months ended June 30, 2009 from 124.4 million pounds in the three months ended June
30, 2008. This 44.8% decrease in external shipments resulted in reduced external revenues
of $81.0 million and is largely the result of the continued decline in demand for
value-added products. Shipments of value-added products totaled 66.9 million pounds in the
three months ended June 30, 2009 and represented a 41.5% decrease compared to the three
months ended June 30, 2008. This lower volume was driven by lower end-market demand in
transportation and building markets. The power outage at the New Madrid smelter had minimal
impact on these value-added volume declines, as we sourced third party metal to offset the
hot metal production outage. The re-melt capability and value-added processing capacity
within the New Madrid facility were sufficient to serve our customers demands for products
such as billet and rod. |
Sales in our downstream business were $97.9 million for the three months ended June 30, 2009,
a decrease of 41.1% compared to sales of $166.2 million for the three months ended June 30, 2008.
The decrease was primarily due to a negative impact from pricing, as well as lower shipments to
external customers.
|
|
|
Fabrication premiums in the three months ended June 30, 2009 were slightly lower than
the three months ended June 30, 2008 reflecting a shift in product mix. Also, as noted
above, LME aluminum prices were significantly lower in the three months ended June 30, 2009
than in the three months ended June 30, 2008 contributing $44.2 million of the decrease in
revenues. |
|
|
|
Decreased shipment volumes impacted revenues by $24.1 million. Downstream shipment
volumes decreased to 79.2 million pounds in the three months ended June 30, 2009 from 92.6
million pounds in the three months ended June 30, 2008. This 14.5% decrease was primarily
due to lower end-market demand in the building and construction markets. |
41
Cost of sales
Cost of sales for the three months ended June 30, 2009 was $163.8 million compared to $291.3
million in the three months ended June 30, 2008. Costs incurred related to power outage totaled
$6.5 million in the three months ended June 30, 2009, all of which were offset by expected
insurance proceeds. The decrease in cost of sales was mainly the result of lower shipment volumes
for value-added products to external customers, offset by increases in the cost of raw materials.
As was the case in the three months ended June 30, 2009, the cost of alumina purchased from
Gramercy exceeded the spot prices of alumina available from third-party sources.
Selling, general and administrative expenses
Selling, general and administrative expenses in the three months ended June 30, 2009 were
$10.7 million compared to $20.9 million in the three months ended June 30, 2008, a 48.8% decrease.
|
|
|
Timing of recognition of insurance proceeds contributed to approximately $4.1 million of
the favorable variance. |
|
|
|
Stock option modification costs in the three months ended June 30, 2009 decreased from
the three months ended June 30, 2008, in which certain stock options were modified
resulting in a payout of $2.4 million during 2008. |
|
|
|
Professional and consulting fees decreased $2.2 million, as a result of our CORE
initiatives which stands for Cost Out, Reliability, Effectiveness. Additionally, bad
debt reserve reductions contributed $1.3 million to the favorable variance. |
Excess insurance proceeds
We reached an insurance settlement with our primary insurance carrier in the three months
ended June 30, 2009. The expected settlement proceeds of $49.1 million were allocated to cost of
sales and selling, general and administrative expenses to the extent losses were realized and
eligible for recovery under our insurance policies. The line item titled Excess insurance
proceeds reflects the residual after applying the total expected proceeds recognized against
losses incurred through June 30, 2009. This amount is not intended to represent a gain on the
insurance claim, but only a timing difference between proceeds recognized and claim-related costs
incurred. We will continue to incur costs and may incur costs that exceed the total $67.5 million
in proceeds. We have received $15.0 million of proceeds from our insurance carriers as of June 30,
2009 and recorded a receivable from our primary insurance carrier for $34.1 million in other
current assets to reflect expected proceeds which were probable of recovery at June 30, 2009. All
remaining expected insurance settlement proceeds of $52.5 million were received during July 2009.
Operating income
Operating income in the three months ended June 30, 2009 was $12.4 million compared to
operating income of $35.0 million in the three months ended June 30, 2008. The 64.6% decrease
relates to quarter-over-quarter gross margin (sales minus cost of sales) reductions of $62.0
million, offset by a $10.2 million decrease in selling, general and administrative expenses and
excess insurance proceeds.
|
|
|
Gross margin for the three months ended June 30, 2009 was a $6.1 million loss compared
to income of $55.9 million in the three months ended June 30, 2008. This $62.0 million
decrease resulted from the impact of a 43.5% decrease in realized MWTP loss coupled with a
decrease in higher margin sales of value-added products and higher production costs (as a
percent of sales) in the upstream business. These unfavorable factors were offset partially
by reductions in the lower-of-cost-or-market and last-in-first-out adjustments totaling
$16.2 million. |
|
|
|
Selling, general and administrative expenses were $10.7 million in the three months
ended June 30, 2009 compared to $20.9 million in the three months ended June 30, 2008. This
decrease is related to timing of expected insurance proceeds, as well as reduced
professional and consulting spending and stock option modification costs. |
|
|
|
Operating income was also impacted favorably by excess insurance proceeds in the three
months ended June 30, 2009 of $29.2 million. |
42
Interest expense, net
Interest expense in the three months ended June 30, 2009 was $14.1 million compared to $21.0
million in the three months ended June 30, 2008, a decrease of $6.9 million. Decreased interest
expense is related to lower LIBOR interest rates as well as lower average debt outstanding on the
term B loan (due to the $24.5 million principal payment in April 2009) and the AcquisitionCo Notes
and HoldCo Notes (due to the repurchase of debt, discussed further below). These reductions in
principal balance were partially offset by the increased revolver balance; however, the revolver
maintains a lower interest rate than the HoldCo Notes and AcquisitionCo Notes.
Loss (gain) on hedging activities, net
Gain on hedging activities was $53.2 million in the three months ended June 30, 2009 compared
to the $10.6 million loss in the three months ended June 30, 2008. We discontinued hedge accounting
for our entire remaining aluminum fixed-price sale swaps on January 29, 2009. For the three months
ended June 30, 2009, the amount reclassified from accumulated other comprehensive income to
earnings was $69.9 million. As a result of the de-designation, $43.9 million was reclassified into
earnings because it is probable that the original forecasted transactions will not occur.
Equity in net (income) loss of investments in affiliates
Equity in net (income) loss of investments in affiliates was a $34.0 million loss for the
three months ended June 30, 2009, compared to income of $2.9 million for the three months ended
June 30, 2008, resulting in a decrease of $36.9 million. This decrease was primarily attributable
to the impairment charge of $35.0 million during second quarter 2009.
Our analyses included assumptions about future profitability and cash flows of the joint
ventures, which we believe to reflect our best estimates at the date the valuations were performed.
The estimates were based on information that was known or knowable at the date of the valuations,
and it is at least reasonably possible that the assumptions we employed will be materially
different from the actual amounts or results, and that additional impairment charges will be
necessary during 2009.
Gain on debt repurchase
We repurchased $33.9 million aggregate principal amount of outstanding HoldCo Notes,
AcquisitionCo Notes, term B loan and revolving credit facility for a price of $20.3 million plus
fees, resulting in a $12.4 million gain. These repurchases were funded with proceeds from the hedge
settlement agreement we entered into during first quarter 2009. Of this amount, we repurchased $6.5
million of our revolving credit facility resulting in our borrowing capacity being reduced by $7.3
million to $242.7 million.
Income tax expense
Income tax expense totaled $42.0 million in the three months ended June 30, 2009, compared to
$1.6 million in the three months ended June 30, 2008. The provision for income taxes resulted in an
effective tax rate for continuing operations of 140.5% for the three months ended June 30, 2009,
compared with an effective tax rate of 31.6% for the three months ended June 30, 2008. The increase
in the effective tax rate for the three months ended June 30, 2009 was primarily impacted by
goodwill impairment, state income taxes, equity method investee income, and the Internal Revenue
Code Section 199 manufacturing deduction. Under APB 28, each interim period is considered an
integral part of the annual period and tax expense is measured using the estimated annual effective
tax rate. Estimates of the annual effective tax rate at the end of interim periods are, of
necessity, based on evaluations of possible future events and transactions and may be subject to
subsequent refinement or revision. For the period ended June 30, 2008, we used the annual effective
tax rate based on estimated ordinary income for the year ended December 31, 2008. However, for the
period ending June 30, 2009, we determined that our annual ordinary income for the year ending
December 31, 2009 cannot be reliably estimated because we expect near break-even operations and
have a significant permanent difference (i.e. goodwill impairment) such that a minor change in our
estimated ordinary income could result in a material change in the estimated annual effective tax
rate. As a result, we have determined that the actual effective tax rate for the period ending June
30, 2009 is the best estimate of the annual effective tax rate.
Net income (loss)
Net income decreased from $3.5 million income in the three months ended June 30, 2008 to a
$12.1 million loss in the three months ended June 30, 2009. This $15.6 million decrease was the
result of the net effect of the items described above.
Six months ended June 30, 2009 compared to six months ended June 30, 2008.
Sales
Sales in the six months ended June 30, 2009 were $322.0 million compared to $647.5 million in
the six months ended June 30, 2008, a decrease of 50.3%.
43
Sales to external customers in our upstream business were $126.9 million in the first six
months of 2009; a 62.7% decrease from the $340.3 million reported in the six months ended June 30,
2008, driven primarily by the continued decline in the LME aluminum prices, lower volumes of
value-added shipments due to declining end-market demand and lower sow volumes related to the power
outage.
|
|
|
The decline in pricing, due to a 46.2% decrease in realized MWTP, resulted in a decrease
of $73.4 million in external revenues. In the first six months of 2009 and the first six
months of 2008, the average LME aluminum price per pound was $0.65 and $1.29, respectively. |
|
|
|
Total upstream metal shipments for the first six months of 2009 decreased 114.4 million
pounds to 172.9 million pounds or 39.8% compared to the first six months of 2008.
Intersegment shipments to our downstream business decreased 12.9 million pounds to 27.6
million pounds or 31.8%, as a result of the power outage at New Madrid. The downstream
business has sufficient external alternate sources of supply to meet its aluminum needs. |
|
|
|
External shipments decreased to 145.3 million pounds in the first six months of 2009
from 246.8 million pounds in the first six months of 2008. This 41.1% decrease in external
shipments resulted in lower external revenues of $140.0 million and is largely the result
of the continued decline in demand for value-added products. Shipments of value-added
products totaled 138.7 million pounds in the first six months of 2009 compared to 228.4
million pounds in the first six months of 2008. This lower volume was driven by lower
end-market demand in transportation and building markets. The power outage at the New
Madrid smelter had minimal impact on these value-added volume declines, as we sourced third
party metal to offset the hot metal production outage. The re-melt capability and
value-added processing capacity within the New Madrid facility were sufficient to serve our
customers demands for products such as billet and rod. |
Sales in our downstream business were $195.1 million for the first six months of 2009, a
decrease of 36.5% compared to sales of $307.2 million for the first six months of 2008. The
decrease was primarily due to a negative impact from pricing, as well as lower shipments to
external customers.
|
|
|
Fabrication premiums in the first six months of 2009 were relatively unchanged from the
first six months of 2008; however, as noted above, LME aluminum prices were significantly
lower in the first six months of 2009 than in the first six months of 2008 contributing to
$64.7 million of the decrease in revenues. |
|
|
|
Decreased shipment volumes impacted revenues by $47.4 million. Downstream shipment
volumes decreased to 150.9 million pounds in the first six months of 2009 from 178.4
million pounds in the first six months of 2008. This $15.4% decrease was primarily due to
lower end-market demand in the building and construction markets. |
Cost of sales
Cost of sales decreased to $348.1 million for the first six months of 2009 from $533.9 million
in the first six months of 2008. Costs incurred related to the power outage totaled $13.8 million
in the six months ended June 30, 2009, which were offset entirely by expected insurance proceeds.
The 34.8% decrease was mainly the result of lower shipment volumes for value-added products to
external customers, offset by increases in the cost of raw materials. As was the case in first
quarter 2009, the cost of alumina purchased from Gramercy exceeded the spot prices of alumina
available from other sources.
Selling, general and administrative expenses
Selling, general and administrative expenses in the six months ended June 30, 2009 were $32.9
million compared to $36.7 million in the six months ended June 30, 2008, a 10.4% decrease.
|
|
|
Professional and consulting fees decreased $2.8 million year over year, as a result of
our CORE initiatives. |
|
|
|
Stock option modification costs in the first six months of 2009 decreased from the prior
years first half, due to a modification of certain stock options resulting in a payout of
$2.4 million during 2008. |
|
|
|
These decreases were offset in part by a $1.5 million increase in pension expense in the
first six months of 2009 compared to the first six months of 2008 due to lower return on
plan assets per our actuarial estimates. |
|
|
|
All selling, general and administrative expenses associated with the power outage at New
Madrid of $6.2 million were offset by expected insurance proceeds for the first six months
of 2009. |
44
Goodwill and other intangible asset impairment
In connection with the preparation of our condensed consolidated financial statements for
first quarter 2009, we concluded that it was appropriate to re-evaluate our goodwill and
intangibles for potential impairment in light of the power outage at the New Madrid smelter and
accelerated deteriorations of demand volumes in both our upstream and downstream segments.
Based on our interim impairment analysis during first quarter 2009, we recorded an impairment
charge of $2.8 million on trade names in the downstream segment and $40.2 million on goodwill in
the downstream segment. We finalized certain valuations related to the goodwill impairment analysis
during second quarter 2009, which did not result in any adjustments to the impairment charges
recorded during first quarter. No further deterioration was noted in the second quarter 2009;
therefore, no goodwill impairment testing was necessary at June 30, 2009. However, future
impairment charges could be required if we do not achieve our current cash flow, revenue and
profitability projections.
Our analyses included assumptions about future profitability and cash flows of our segments,
which we believe reflects our best estimates at the date the valuations were performed. The
estimates were based on information that was known or knowable at the date of the valuations, and
is at least reasonably possible that the assumptions we employed will be materially different from
the actual amounts or results, and that additional impairment charges for either or both segments
will be necessary during 2009. No further deterioration was noted in second quarter 2009;
therefore, no goodwill impairment testing was necessary at June 30, 2009. Future impairment charges
could be required if we do not achieve our current cash flow, revenue and profitability
projections.
Excess insurance proceeds
We reached an insurance settlement with our primary insurance carrier in the three months
ended June 30, 2009. The expected settlement proceeds of $49.1 million were allocated to cost of
sales and selling, general and administrative expenses to the extent losses were realized and
eligible for recovery under our insurance policies. The line item titled Excess insurance
proceeds reflects the residual after applying the total expected proceeds recognized against
losses incurred through June 30, 2009. This amount is not intended to represent a gain on the
insurance claim, but only a timing difference between expected proceeds recognized and
claim-related costs incurred. We will continue to incur costs and may incur costs that exceed the
total $67.5 million in proceeds. We have received $15.0 million of proceeds from our insurance
carriers as of June 30, 2009 and recorded a receivable from our primary insurance carrier for $34.1
million in other current assets to reflect expected proceeds which were probable of recovery at
June 30, 2009. All remaining expected insurance settlement proceeds of $52.5 million were received
during July 2009.
Operating income (loss)
Operating loss in the first six months of 2009 was $72.8 million compared to operating income
of $76.9 million in the first six months of 2008. The decrease relates to quarter-over-quarter
gross margin (sales minus cost of sales) reductions of $139.7 million, offset by a $3.8 million
decrease in selling, general and administrative and other expenses.
|
|
|
Gross margin for the first six months of 2009 was a $26.1 million loss compared to
income of $113.6 million in the first six months of 2008. This $139.7 million decrease
resulted from the impact of a 46.2% decrease in realized MWTP coupled with a decrease in
higher margin sales of value-added products and higher production costs (as a percent of
sales) in the upstream business. These unfavorable factors were partially offset by
reductions in lower-of-cost-or-market and last-in-last-out adjustments of $24.0 million. |
|
|
|
Selling, general and administrative expenses were $32.9 million in the first six months
of 2009 compared to $36.7 million in the first six months of 2008. The first six months of
2009 included reduced professional and consulting fees and stock compensation expense
offset in part by additional pension expense. |
|
|
|
Operating income was also impacted by goodwill and other intangible asset impairment
expenses in the first six months of 2009 of $43.0 million, offset in part by excess
insurance proceeds of $29.2 million. |
Interest expense, net
Net interest expense in the six months ended June 30, 2009 was $30.0 million compared to $45.2
million in the six months ended June 30, 2008, a decrease of $15.2 million. Decreased interest
expense is related to lower LIBOR interest rates as well as lower average debt outstanding on the
term B loan (due to the $24.5 million principal payment in April 2009) and the AcquisitionCo Notes
and HoldCo Notes (due to the debt repurchases, discussed further below). These reductions in
principal balance were partially offset by the increased revolver balance; however, the revolver
maintains a lower interest rate than the HoldCo Notes and AcquisitionCo Notes.
45
(Gain) loss on hedging activities, net
Gain on hedging activities was $98.3 million in the six months ended June 30, 2009 compared to
the $5.0 million loss in the six months ended June 30, 2008. We discontinued hedge accounting for
our entire remaining aluminum fixed-price sale swaps on January 29, 2009. For the six months ended
June 30, 2009, the amount reclassified from accumulated other comprehensive income to earnings was
$125.7 million. As a result of the de-designation, $77.8 million was reclassified into earnings
because it is probable that the original forecasted transactions will not occur.
Equity in net (income) loss of investments in affiliates
Equity in net (income) loss of investments in affiliates was a $78.1 million loss for the six
months ended June 30, 2009, compared to income of $5.5 million for the six months ended June 30,
2008. This decrease was primarily attributable to the impairment charges of $80.3 million during
the first six months of 2009.
Our analyses included assumptions about future profitability and cash flows of the joint
ventures, which we believe reflect our best estimates at the date the valuations were performed.
The estimates were based on information that was known or knowable at the date of the valuations,
and it is at least reasonably possible that the assumptions we employed will be materially
different from the actual amounts or results, and that additional impairment charges will be
necessary during 2009.
Gain on debt repurchase
For the six months ended June 30, 2009, we repurchased $239.7 million principal aggregate
amount of our outstanding HoldCo Notes, AcquisitionCo Notes, term B loan and revolving credit
facility for a price of $70.8 million, plus fees. Of this amount, we repurchased $6.5 million of
our revolving credit facility resulting in our borrowing capacity being reduced $7.3 million to
$242.7 million.
We recognized a gain of $164.7 million representing the difference between the reacquisition
price and the carrying amount of repurchased debt.
Income tax expense
Income tax expense totaled $49.9 million in the six months ended June 30, 2009, compared to
$10.3 million in the six months ended June 30, 2008. The provision for income taxes resulted in an
effective tax rate for continuing operations of 60.8% for the six months ended June 30, 2009,
compared with an effective tax rate of 33.2% for the six months ended June 30, 2008. The increase
in the effective tax rate for the six month ended June 30, 2009 was primarily impacted by goodwill
impairment, state income taxes, equity method investee income, and the Internal Revenue Code
Section 199 manufacturing deduction. Under APB 28, each interim period is considered an integral
part of the annual period and tax expense is measured using the estimated annual effective tax
rate. Estimates of the annual effective tax rate at the end of interim periods are, of necessity,
based on evaluations of possible future events and transactions and may be subject to subsequent
refinement or revision. We have determined that our annual ordinary income/loss for the year ending
December 31, 2009 cannot be reliably estimated because we expect near break-even operations and
have a significant permanent difference (i.e. goodwill impairment) such that a minor change in our
estimated ordinary income/loss could result in a material change in the estimated annual effective
tax rate. As a result, we have determined that the actual effective tax rate for the period ending
June 30, 2009 is the best estimate of the annual effective tax rate.
For tax purposes, gains from our 2009 debt repurchases will be deferred until 2014, and
included in income ratably from 2014 to 2018.
In April 2009, the IRS commenced an examination of our U.S. income tax return for 2006. As
part of the Apollo Acquisition, Xstrata indemnified us for tax obligations related to periods
ending on or before the acquisition date. Therefore, we do not anticipate that the IRS examination
will have a material impact on our financial statements.
Net income
Net income was $32.2 million in the six months ended June 30, 2009 compared to $20.7 million
in the six months ended June 30, 2008. This $11.5 million increase was the net effect of the items
described above.
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operations and our cash on hand. Our
primary continuing liquidity needs will be to finance our working capital, capital expenditures,
including costs to restore our New Madrid smelter to full production capacity (see Note 3, the New
Madrid Power Outage footnote to the financial statements included elsewhere in this report),
acquisitions and debt service needs, including the repurchase of debt as conditions warrant. We
have incurred substantial indebtedness in connection with our 2007 purchase by Apollo. As of June
30, 2009, our total indebtedness was $1,103.6 million.
46
Based on our current level of operations, we believe that cash flow from operating activities,
including the proceeds from the insurance claim and available cash, will be adequate to meet our
short-term liquidity needs, including restoring our New Madrid smelter to full capacity. We cannot
assure you, however, that our business will generate sufficient cash flow from operations to enable
us to pay our indebtedness or to fund our other liquidity needs. In addition, upon the occurrence
of certain events, such as a change of control, we could be required to repay or refinance our
indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness, on
commercially reasonable terms or at all.
The following table sets forth certain historical consolidated cash flow information for the
following periods:
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
2008 |
|
|
2009 |
|
(in millions) |
|
$ |
|
|
$ |
|
Cash provided by operating activities |
|
|
100.6 |
|
|
|
108.1 |
|
Cash used in investing activities |
|
|
(23.3 |
) |
|
|
(15.2 |
) |
Cash used in financing activities |
|
|
(130.3 |
) |
|
|
(95.4 |
) |
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(53.0 |
) |
|
|
(2.5 |
) |
|
|
|
|
|
|
|
Operating Activities
Operating cash flows provided $108.1 million in the first six months of 2009, compared to
$100.6 million provided during the first six months of 2008. The $108.1 million provided by
operating activities was significantly impacted by $70.1 million from hedge terminations under the
hedge settlement agreement. Additionally, discipline in managing our working capital during second
quarter 2009 sustained the improvements we made in the first quarter 2009, generating $18.1 million
of year-to-date cash flow. These improvements were realized despite a $16.7 million unfavorable
working capital impact from the power outage, driven primarily by higher than normal alumina and
metal inventories. This negative cash impact will unwind as we increase production at the smelter
beyond the current level.
We have made a permitted election under the indentures governing our HoldCo Notes and our
AcquisitionCo Notes, to pay all interest under the Notes that is due on November 15, 2009 entirely
in kind.
Investing Activities
Investing activities used $15.2 million in the first six months of 2009, compared to $23.3
million used in the first six months of 2008. Capital expenditures were $22.4 million during the
six month period ended June 30, 2009, compared to $23.3 million in the six month period ended June
30, 2008. $7.2 million of our first six months capital spending was related to the New Madrid
restart, all of which was funded by insurance proceeds. Other than spending related to the New
Madrid restart, we expect remaining 2009 capital expenditures to be minimized to essentially
maintenance spending.
Financing Activities
During the six months ended June 30, 2009, financing cash flows were largely
affected by the repurchases of our HoldCo Notes, AcquisitionCo Notes, term B loan and revolver, as
we utilized net proceeds from the hedge settlement agreement to fund the repurchases of $239.7
million aggregate principal amount for a price of $70.8 million, plus fees. Repurchases of revolver
debt resulted in a reduction of our available borrowing capacity of $7.3 million to $242.7 million
resulting in $14.7 million available under the facility at June 30, 2009. We view these buybacks of
debt at significant discounts to aggregate principal amount as an appropriate strategic decision.
The hedge settlement agreement with Merrill Lynch provides us $207.7 million of remaining
availability to repurchase debt. As we have disclosed in our periodic filings, we may repurchase
outstanding debt from time to time depending on market conditions and our liquidity needs; however,
we are under no obligation to make any such purchases in the future.
During the six months ended June 30, 2008, our board of directors declared and we paid a
$102.2 million dividend ($4.70 per share), which significantly impacted financing cash flows.
During the six months ended June 30, 2009, we paid $24.5 million on the term B loan as
required by that loans cash flow sweep mechanism, compared to $30.3 million paid during the six
months ended June 30, 2008.
47
Debt Ratings
Our debt facilities were rated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding balance at
|
|
|
Ratings at |
|
|
|
June 30, 2009 |
|
|
August 6, 2009 |
|
(in millions) |
|
$ |
|
|
Moodys |
|
|
S&P |
|
|
|
|
|
|
Noranda: |
|
|
|
|
|
|
|
|
|
|
|
|
Senior Floating Rate Notes due 2014 |
|
|
73.5 |
|
|
Caa3 |
|
|
CCC- |
|
Noranda AcquisitionCo: |
|
|
|
|
|
|
|
|
|
|
|
|
Term B loan due 2014 |
|
|
350.0 |
|
|
|
B2 |
|
|
|
D |
|
Senior Floating Rate Notes due 2015 |
|
|
461.7 |
|
|
Caa2 |
|
|
CCC- |
|
Revolving credit facility |
|
|
218.4 |
|
|
|
B2 |
|
|
|
D |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
1,103.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenant Compliance
Certain covenants contained in the credit agreement governing our senior secured credit
facilities and the indentures governing our notes restrict our ability to take certain actions
(including incurring additional secured or unsecured debt, expanding borrowings under existing term
loan facilities, paying dividends, engaging in mergers, acquisitions and certain other investments,
and retaining proceeds from asset sales) if we are unable to meet defined Adjusted EBITDA to fixed
charges and net senior secured debt to Adjusted EBITDA ratios. In addition, upon the occurrence of
certain events, such as a change of control, we could be required to repay or refinance our
indebtedness.
Further, the interest rates we pay under our senior secured credit facilities are determined
in part by the Net Senior Secured Leverage Ratio. Furthermore, our ability to take certain actions,
including paying dividends and making acquisitions and certain other investments, depends on the
amounts available for such actions under the covenants, which amounts accumulate with reference to
our Adjusted EBITDA on a quarterly basis. Adjusted EBITDA is computed on a trailing four quarter
basis and the minimum or maximum amounts generally required by those covenants and our performance
against those minimum or maximum levels are summarized below:
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
|
Threshold |
|
December 31, 2008 |
|
June 30, 2009 |
HoldCo: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Floating Rate Notes ratio of Adjusted EBITDA to fixed charges(1)(2)
|
|
Minimum 1.75 to 1
|
|
2.5 to 1
|
|
1.3 to 1 |
AcquisitionCo: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Floating Rate Notes ratio of Adjusted EBITDA to fixed charges(1)(2)
|
|
Minimum 2.0 to 1
|
|
3.2 to 1
|
|
1.7 to 1 |
|
|
|
|
|
|
|
Senior Secured Credit Facilities ratio of net debt to Adjusted EBITDA(3)(4)
|
|
Maximum 3.0 to 1(5)
|
|
1.9 to 1
|
|
3.6 to 1 |
|
|
|
(1) |
|
Fixed charges, in accordance with our debt agreements, are the sum of consolidated interest
expenses and all cash dividend payments with respect to preferred and certain other types of
our capital stock. For the purpose of calculating these ratios, pro forma effect is given to
any repayment and issuance of debt, as if such transaction occurred at the beginning of the
trailing four-quarter period. |
|
(2) |
|
Covenants for the HoldCo Notes and AcquisitionCo Notes are generally based on a minimum ratio
of Adjusted EBITDA to fixed charges; however, certain provisions also require compliance with
the net senior secured debt to Adjusted EBITDA ratio in order for us to take certain actions. |
|
(3) |
|
Covenants for our senior secured credit facilities are generally based on a maximum ratio of
net senior secured debt to Adjusted EBITDA; however, certain provisions also require
compliance with a net senior debt to Adjusted EBITDA ratio in order for us to take certain
actions. |
|
(4) |
|
The senior secured credit facilities net debt covenant is calculated based on net debt
outstanding under that facility. As of December 31, 2008, we had senior secured debt of $618.5
million offset by unrestricted cash and permitted investments of $160.6 million, for net debt
of $457.9 million. As of June 30, 2009, we had senior secured debt of $568.4 million offset by
unrestricted cash and permitted investments of $160.7 million at the AcquisitionCo level, for
net debt of $407.7 million. |
|
(5) |
|
Maximum ratio changed to 3.0 to 1.0 at January 1, 2009. |
We have no financial maintenance covenants which impact the status of our currently
outstanding borrowings; however, as a result of not meeting certain minimum and maximum financial
levels established by our indentures as conditions to the execution of certain transactions, our
ability to incur future indebtedness, grow through acquisitions, make certain investments, pay
dividends and retaining proceeds from asset sale may be limited. Consummation of our recently
announced agreement with Century in respect of Gramecy and St. Ann is permissible under our various
debt agreements.
Adjusted EBITDA, as presented herein and in accordance with our debt agreements, is net income
before income taxes, net interest expense and depreciation and amortization adjusted to eliminate
management fees to related parties, certain charges related to the use of purchase accounting and
other non-cash income or expenses, which are defined in our credit documents and the indentures
governing our notes.
48
Adjusted EBITDA is not a measure of financial performance under GAAP, and may not be
comparable to similarly titled measures used by other companies in our industry. Adjusted EBITDA
should not be considered in isolation from or as an alternative to net income, income from
continuing operations, operating income or any other performance measures derived in accordance
with GAAP. Adjusted EBITDA has limitations as an analytical tool and you should not consider it in
isolation or as a substitute for analysis of our results as reported under GAAP. For example,
Adjusted EBITDA excludes certain tax payments that may represent a reduction in cash available to
us; does not reflect any cash requirements for the assets being depreciated and amortized that may
have to be replaced in the future; does not reflect capital cash expenditures, future requirements
for capital expenditures or contractual commitments; does not reflect changes in, or cash
requirements for, our working capital needs; and does not reflect the significant interest expense,
or the cash requirements necessary to service interest or principal payments, on our indebtedness.
Adjusted EBITDA also includes incremental stand-alone costs and adds back non-cash hedging gains
and losses, and certain other non-cash charges that are deducted in calculating net income.
However, these are expenses that may recur, vary greatly and are difficult to predict. In addition,
certain of these expenses can represent the reduction of cash that could be used for other
corporate purposes. You should not consider our Adjusted EBITDA as an alternative to operating or
net income, determined in accordance with GAAP, as an indicator of our operating performance, or as
an alternative to cash flows from operating activities, determined in accordance with GAAP, as an
indicator of our cash flows or as a measure of liquidity.
The following table reconciles net income to Adjusted EBITDA for the periods presented. All of
the following adjustments are in accordance with the credit agreement governing our term B loan and
the indentures governing our notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months |
|
|
Last twelve |
|
|
Six months |
|
|
Six months |
|
|
Three months |
|
|
Three months |
|
|
|
ended |
|
|
months ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
(in millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Net income (loss) for the period |
|
|
(74.1 |
) |
|
|
(62.6 |
) |
|
|
20.7 |
|
|
|
32.2 |
|
|
|
3.5 |
|
|
|
(12.1 |
) |
Income tax (benefit) expense |
|
|
(32.9 |
) |
|
|
6.7 |
|
|
|
10.3 |
|
|
|
49.9 |
|
|
|
1.6 |
|
|
|
42.0 |
|
Interest expense, net |
|
|
88.0 |
|
|
|
72.8 |
|
|
|
45.2 |
|
|
|
30.0 |
|
|
|
21.0 |
|
|
|
14.1 |
|
Depreciation and amortization |
|
|
98.2 |
|
|
|
89.4 |
|
|
|
49.3 |
|
|
|
40.5 |
|
|
|
24.7 |
|
|
|
15.1 |
|
Joint venture EBITDA(a) |
|
|
13.2 |
|
|
|
15.1 |
|
|
|
5.4 |
|
|
|
7.3 |
|
|
|
1.5 |
|
|
|
3.6 |
|
LIFO adjustment(b) |
|
|
(11.9 |
) |
|
|
(34.7 |
) |
|
|
31.6 |
|
|
|
8.8 |
|
|
|
14.0 |
|
|
|
4.9 |
|
LCM adjustment(c) |
|
|
37.0 |
|
|
|
35.9 |
|
|
|
(14.3 |
) |
|
|
(15.4 |
) |
|
|
|
|
|
|
(7.1 |
) |
Loss (gain) on debt repurchase |
|
|
1.2 |
|
|
|
(164.7 |
) |
|
|
1.2 |
|
|
|
(164.7 |
) |
|
|
1.2 |
|
|
|
(12.5 |
) |
New Madrid power outage(d) |
|
|
|
|
|
|
(17.3 |
) |
|
|
|
|
|
|
(17.3 |
) |
|
|
|
|
|
|
(16.5 |
) |
Charges related to termination of derivatives |
|
|
|
|
|
|
11.7 |
|
|
|
|
|
|
|
11.7 |
|
|
|
|
|
|
|
3.1 |
|
Non-cash hedging gains and losses(e) |
|
|
47.0 |
|
|
|
(35.4 |
) |
|
|
1.1 |
|
|
|
(81.3 |
) |
|
|
2.9 |
|
|
|
(44.4 |
) |
Goodwill and other intangible asset impairment |
|
|
25.5 |
|
|
|
68.5 |
|
|
|
|
|
|
|
43.0 |
|
|
|
|
|
|
|
|
|
Joint venture impairment |
|
|
|
|
|
|
80.3 |
|
|
|
|
|
|
|
80.3 |
|
|
|
|
|
|
|
35.0 |
|
Other items, net(f) |
|
|
43.7 |
|
|
|
45.4 |
|
|
|
14.5 |
|
|
|
16.2 |
|
|
|
9.9 |
|
|
|
8.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
234.9 |
|
|
|
111.1 |
|
|
|
165.0 |
|
|
|
41.2 |
|
|
|
80.3 |
|
|
|
33.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
The following table reconciles cash flow from operating activities to Adjusted EBITDA for the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months |
|
|
Last twelve |
|
|
Six months |
|
|
Six months |
|
|
|
ended |
|
|
months ended |
|
|
ended |
|
|
ended |
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
(in millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Cash flow from operating activities |
|
|
65.5 |
|
|
|
73.0 |
|
|
|
100.6 |
|
|
|
108.1 |
|
Loss on disposal of property, plant and
equipment |
|
|
(5.3 |
) |
|
|
(7.5 |
) |
|
|
(1.3 |
) |
|
|
(3.5 |
) |
Gain (loss) on hedging activities |
|
|
(47.0 |
) |
|
|
23.0 |
|
|
|
0.2 |
|
|
|
70.2 |
|
Settlements from hedge terminations, net |
|
|
|
|
|
|
(70.1 |
) |
|
|
|
|
|
|
(70.1 |
) |
Insurance proceeds applied to capital
expenditures |
|
|
|
|
|
|
7.2 |
|
|
|
|
|
|
|
7.2 |
|
Equity in net income of investments in
affiliates |
|
|
7.7 |
|
|
|
4.4 |
|
|
|
5.5 |
|
|
|
2.2 |
|
Stock compensation expense |
|
|
(2.4 |
) |
|
|
(2.0 |
) |
|
|
(1.1 |
) |
|
|
(0.7 |
) |
Changes in deferred charges and other assets |
|
|
(7.5 |
) |
|
|
(7.5 |
) |
|
|
(3.0 |
) |
|
|
(3.0 |
) |
Changes in pension and other long-term
liabilities |
|
|
(0.2 |
) |
|
|
(1.8 |
) |
|
|
(2.5 |
) |
|
|
(4.1 |
) |
Changes in asset and liabilities, net |
|
|
(28.3 |
) |
|
|
12.0 |
|
|
|
(29.5 |
) |
|
|
10.8 |
|
Income tax expense (benefit) |
|
|
40.5 |
|
|
|
11.8 |
|
|
|
16.5 |
|
|
|
(12.2 |
) |
Interest expense, net |
|
|
82.9 |
|
|
|
47.9 |
|
|
|
41.3 |
|
|
|
6.3 |
|
Joint venture EBITDA(a) |
|
|
13.2 |
|
|
|
15.1 |
|
|
|
5.4 |
|
|
|
7.3 |
|
LIFO adjustment(b) |
|
|
(11.9 |
) |
|
|
(34.7 |
) |
|
|
31.6 |
|
|
|
8.8 |
|
LCM adjustment(c) |
|
|
37.0 |
|
|
|
35.9 |
|
|
|
(14.3 |
) |
|
|
(15.4 |
) |
New Madrid power outage(d) |
|
|
|
|
|
|
(17.3 |
) |
|
|
|
|
|
|
(17.3 |
) |
Non-cash hedging gains and losses(e) |
|
|
47.0 |
|
|
|
(35.4 |
) |
|
|
1.1 |
|
|
|
(81.3 |
) |
Charges related to termination of derivatives |
|
|
|
|
|
|
11.7 |
|
|
|
|
|
|
|
11.7 |
|
Other items, net(f) |
|
|
43.7 |
|
|
|
45.4 |
|
|
|
14.5 |
|
|
|
16.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
234.9 |
|
|
|
111.1 |
|
|
|
165.0 |
|
|
|
41.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Our upstream business is fully integrated from bauxite mined by SABL to alumina produced by
Gramercy to primary aluminum metal manufactured by our aluminum smelter in New Madrid,
Missouri. Our reported Adjusted EBITDA includes 50% of the net income of Gramercy and SABL,
based on transfer prices that are generally in excess of the actual costs incurred by the
joint venture operations. To reflect the underlying economics of the vertically integrated
upstream business, this adjustment eliminates the following components of equity income to
reflect 50% of the EBITDA of the joint ventures, for the following aggregated periods (in
millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Last twelve months |
|
|
Last twelve months |
|
|
Six months |
|
|
Six months |
|
|
Three months |
|
|
Three months |
|
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Depreciation and amortization |
|
|
16.0 |
|
|
|
15.3 |
|
|
|
7.5 |
|
|
|
6.8 |
|
|
|
4.0 |
|
|
|
3.3 |
|
Net tax expense |
|
|
(2.7 |
) |
|
|
(0.2 |
) |
|
|
(2.0 |
) |
|
|
0.5 |
|
|
|
(2.5 |
) |
|
|
0.3 |
|
Interest income |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total joint venture EBITDA adjustments |
|
|
13.2 |
|
|
|
15.1 |
|
|
|
5.4 |
|
|
|
7.3 |
|
|
|
1.5 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
We use the LIFO method of inventory accounting for financial reporting and tax purposes. To
achieve better matching of revenues and expenses, particularly in the downstream business
where customer LME pricing terms generally correspond to the timing of primary aluminum
purchases, this adjustment restates net income to the FIFO method of inventory accounting by
eliminating the LIFO expenses related to inventory held at the smelter and downstream
facilities. |
|
(c) |
|
Reflects adjustments to reduce inventory to the lower of cost, adjusted for purchase
accounting, or market value. |
|
(d) |
|
Represents the portion of the insurance settlement used for claim-related capital
expenditures. |
|
(e) |
|
We use derivative financial instruments to mitigate effects of fluctuations in aluminum and
natural gas prices. We do not enter into derivative financial instruments for trading
purposes. This adjustment eliminates the non-cash gains and losses resulting from fair market
value changes of aluminum swaps. These amounts exclude the following cash settlements
(received) paid (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Last twelve months |
|
|
Last twelve months |
|
|
Six months |
|
|
Six months |
|
|
Three months |
|
|
Three months |
|
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Aluminum swapsfixed-price |
|
|
5.3 |
|
|
|
(70.1 |
) |
|
|
8.2 |
|
|
|
(67.2 |
) |
|
|
11.5 |
|
|
|
(32.9 |
) |
Aluminum swapsvariable-price |
|
|
8.0 |
|
|
|
31.9 |
|
|
|
(4.9 |
) |
|
|
19.0 |
|
|
|
(4.4 |
) |
|
|
7.7 |
|
Natural gas swaps |
|
|
3.7 |
|
|
|
19.0 |
|
|
|
|
|
|
|
15.3 |
|
|
|
|
|
|
|
8.6 |
|
Interest rate swaps |
|
|
6.0 |
|
|
|
10.1 |
|
|
|
0.6 |
|
|
|
4.7 |
|
|
|
0.6 |
|
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
23.0 |
|
|
|
(9.1 |
) |
|
|
3.9 |
|
|
|
(28.2 |
) |
|
|
7.7 |
|
|
|
(11.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50
|
|
|
(f) |
|
Other items, net, consist of the following (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Last twelve months |
|
|
Last twelve months |
|
|
Six months |
|
|
Six months |
|
|
Three months |
|
|
Three months |
|
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
|
December 31, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Sponsor fees |
|
|
2.0 |
|
|
|
2.0 |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
0.5 |
|
|
|
0.5 |
|
Pension expensenon cash portion |
|
|
3.8 |
|
|
|
7.3 |
|
|
|
0.2 |
|
|
|
3.7 |
|
|
|
0.1 |
|
|
|
2.1 |
|
Employee compensation items |
|
|
5.4 |
|
|
|
2.4 |
|
|
|
4.0 |
|
|
|
1.0 |
|
|
|
3.9 |
|
|
|
0.4 |
|
Loss on disposal of property,
plant and equipment |
|
|
8.6 |
|
|
|
9.0 |
|
|
|
1.3 |
|
|
|
1.7 |
|
|
|
0.7 |
|
|
|
(0.7 |
) |
Interest rate swap |
|
|
6.0 |
|
|
|
10.1 |
|
|
|
0.6 |
|
|
|
4.7 |
|
|
|
0.6 |
|
|
|
4.7 |
|
Consulting and non-recurring fees |
|
|
9.3 |
|
|
|
5.4 |
|
|
|
6.6 |
|
|
|
2.7 |
|
|
|
3.5 |
|
|
|
0.7 |
|
Restructuring-project renewal |
|
|
7.4 |
|
|
|
7.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
Other |
|
|
1.2 |
|
|
|
1.8 |
|
|
|
0.8 |
|
|
|
1.4 |
|
|
|
0.6 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
43.7 |
|
|
|
45.4 |
|
|
|
14.5 |
|
|
|
16.2 |
|
|
|
9.9 |
|
|
|
8.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Liquidity Information
On July 24, 2009, Ameren, Missouris largest electric utility, which provides electric service to our New Madrid smelter, petitioned the Missouri Public Service Commission (MoPSC) for a
general rate increase of approximately 18% across all customer categories, including Noranda.
Ameren also requested that our contract be modified to include a take-or-pay arrangement. Ameren
has also notified us that they expect to exercise a clause in our existing contract to require that
we post security of up to two months of our average monthly power costs, which could be as much
as $12 to $30 million. Although we cannot predict the outcome of the rate case, if MoPSC grants
Amerens entire rate request, our rate would increase approximately 18% or $24.0 million per year.
Noranda will continue discussions with Ameren and comply with its security requirements when
requested. We believe our senior revolving credit facility has sufficient availability to satisfy
the amounts we expect Ameren will ultimately require.
51
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures about Market Risk |
Aluminum
In 2007 and 2008, we implemented a hedging strategy designed to reduce commodity price risk
and protect operating cash flows in the upstream business. Beginning in first quarter 2009, we
entered into fixed-price aluminum purchase swaps to lock in a portion of the favorable position of
our fixed-price sale swaps. The average margin per pound was $0.41 locked in as of June 30, 2009.
To the extent we entered into fixed-price swaps, we are no longer hedging our exposure to price
risk. In addition, in March 2009, we entered into a hedge settlement agreement allowing us to
monetize a portion of these hedges and use these proceeds to repurchase debt.
Specifically, we entered into fixed-price aluminum sales swaps with respect to a portion of
our expected future upstream shipments. Under this arrangement, if the fixed-price of primary
aluminum established per the swap for any monthly calculation period exceeds the average market
price of primary aluminum (as determined by reference to prices quoted on the LME) during such
monthly calculation period, our counterparty in this hedging arrangement will pay us an amount
equal to the difference multiplied by the quantities as to which the swap agreement applies during
such period. If the average market price during any monthly calculation period exceeds the
fixed-price of primary aluminum specified for such period, we will pay an amount equal to the
difference multiplied by the contracted quantity to our counterparty.
Effective January 1, 2008, we designated these contracts for hedge accounting treatment under
SFAS 133, and therefore, gains or losses resulting from the change in the fair value of these
contracts were recorded as a component of accumulated other comprehensive income and reclassified
into earnings in the same period or periods during which the hedged transaction affects earnings.
As a result of the New Madrid power outage during the week of January 26, 2009, and in
anticipation of fixed-price aluminum purchase swaps described below, we discontinued hedge
accounting for all of our aluminum fixed-price sale swaps on January 29, 2009.
As of June 30, 2009, we had outstanding fixed-price aluminum sale swaps that were entered into
to hedge aluminum shipments of approximately 848.7 million pounds. The following table summarizes
our fixed-price aluminum sale hedges per year as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
Average hedged price |
|
|
Pounds hedged |
|
|
|
per pound |
|
|
annually |
|
Year |
|
$ |
|
|
(In thousands) |
|
2009 |
|
|
1.09 |
|
|
|
144,535 |
|
2010 |
|
|
1.06 |
|
|
|
290,541 |
|
2011 |
|
|
1.20 |
|
|
|
290,957 |
|
2012 |
|
|
1.23 |
|
|
|
122,711 |
|
Beginning in first quarter 2009, we entered into fixed-price purchase swaps to offset the
fixed-price sale swaps. At June 30, 2009 we had offset a total of approximately 634.7 million
pounds for the years 2009 through 2012.
The following table summarizes our fixed-price aluminum purchase swaps as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
Average hedged price |
|
|
Pounds hedged |
|
|
|
per pound |
|
|
annually |
|
Year |
|
$ |
|
|
(In thousands) |
|
2009 |
|
|
0.63 |
|
|
|
16,535 |
|
2010 |
|
|
0.70 |
|
|
|
245,264 |
|
2011 |
|
|
0.76 |
|
|
|
250,225 |
|
2012 |
|
|
0.80 |
|
|
|
122,711 |
|
The net asset relating to these fixed-price aluminum swaps has a fair value totaling $323.8
million as of June 30, 2009.
52
Natural Gas
We purchase natural gas to meet our production requirements. These purchases expose us to the
risk of changing market prices. To offset changes in the Henry Hub Index Price of natural gas, we
entered into financial swaps, by purchasing the fixed forward price for the Henry Hub Index and
simultaneously entering into an agreement to sell the actual Henry Hub Index Price. The natural gas
financial swaps were not designated as hedging instruments under SFAS 133. Accordingly, any gains
or losses resulting from changes in the fair value of the financial swap contracts were recorded in
loss (gain) on hedging activities in the condensed consolidated statements of operations. The
following table summarizes our fixed price natural gas swaps per year as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
Average price per |
|
|
Notional amount |
|
Year |
|
million BTU $ |
|
|
million BTUs |
|
2009 |
|
|
9.29 |
|
|
|
2,984 |
|
2010 |
|
|
9.00 |
|
|
|
4,012 |
|
2011 |
|
|
9.31 |
|
|
|
2,019 |
|
2012 |
|
|
9.06 |
|
|
|
2,023 |
|
Interest Rates
We have floating-rate debt, which is subject to variations in interest rates. On August 16,
2007, we entered into an interest rate swap agreement to limit our exposure to floating interest
rates for the periods from November 15, 2007 to November 15, 2011. The interest rate swap agreement
was not designated as a hedging instrument under SFAS No. 133. Accordingly, any gains or losses
resulting from changes in the fair value of the interest rate swap contract are recorded in loss
(gain) on hedging activities in the condensed consolidated statements of operations. As of June 30,
2009, the fair value of that contract was a $17.6 million liability. The following table presents
the interest rate swap schedule as of June 30, 2009:
|
|
|
|
|
|
|
Int Rate Swap values |
|
Date |
|
($ in millions) |
|
05/15/2009
|
|
|
400.0 |
|
11/16/2009
|
|
|
400.0 |
|
05/17/2010
|
|
|
250.0 |
|
11/15/2010
|
|
|
250.0 |
|
05/16/2011
|
|
|
100.0 |
|
11/15/2011
|
|
|
100.0 |
|
12/31/2011
|
|
|
0.0 |
|
Non Performance Risk
Our derivatives were recorded at fair value, the measurement of which includes the effect of
our non-performance risk for derivatives in a liability position, and of the counterparty for
derivatives in an asset position. As of June 30, 2009, our $271.2 million of derivative fair value
was in an asset position, which is net of a broker margin asset of $5.5 million. As such, in
accordance with our master agreement described below, we used our counterpartys credit adjustment
for SFAS No. 157 adjustments.
Merrill Lynch is the counterparty for a substantial portion of our derivatives. All swap
arrangements with Merrill Lynch are part of a master arrangement which is subject to the same
guarantee and security provisions as the senior secured credit facilities. At current hedging
levels, the master arrangement does not require us to post additional collateral, nor are we
subject to margin requirements. While management may alter our hedging strategies in the future
based on their view of actual forecasted prices, there are no plans in place that would require us
to post additional collateral or become subject to margin requirements under the master agreement
with Merrill Lynch.
We have also entered into variable-priced aluminum swaps with counterparties other than
Merrill Lynch. To the extent those swap contracts are in an asset position for us, management
believes there is minimal counterparty risk because these counterparties are backed by the LME. To
the extent these contracts are in a liability position for us, the swap agreements provide for us
to establish margin accounts in favor of the broker. These margin account balances are netted in
the settlement of swap liability. At June 30, 2009, the margin account balances were $5.5 million.
53
|
|
|
Item 4T. |
|
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of
our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period
covered by this quarterly report. Based on such evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, our disclosure controls and
procedures are effective.
Changes in
Internal Control over Financial Reporting. In June 2009, in connection with our financial
statement closing procedures for the three months ended
June 30, 2009, we identified errors related to the calculation of
hedge accounting gains reclassified from additional other comprehensive income
into earnings in the three months ended March 31, 2009. These errors
substantially offset one another and were not material to the financial
statements at March 31, 2009 and for the three months then ended. We
believe that, while not material, these errors resulted from a combination of
deficiencies in our internal control over financial reporting existing at
March 31, 2009 which constituted a material weakness in our internal
control over financial reporting.
Following management’s discovery and investigation of the errors related
to the reclassification of hedge accounting gains from additional other
comprehensive income into earnings described above, our Chief Executive Officer
and Chief Financial Officer concluded that there were the following
deficiencies in our internal control over financial reporting:
|
• |
|
an operating deficiency resulting from the
failure to accurately input information from data sources into calculations;
and
|
|
• |
|
an operating deficiency resulting from the
failure of the reviewer to detect input errors in the detailed
calculations.
|
These errors were discovered as a result of additional reconciliations and
analyses we implemented during the second quarter of 2009, including the use of
third party software to validate the remaining accumulated other comprehensive
income balance, enhanced reconciliation of calculation inputs to underlying
data, and improved communications and review by operations personnel to
validate use of forecasts. These measures remediated the above identified
material weakness and strengthened our control processes and
procedures. We have operated with these remedial procedures through
June 30, 2009, and our Chief Executive Officer and Chief Financial Officer
have concluded that they are operating effectively.
Except as noted above there have been no changes in our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the fiscal quarter to which this
report relates that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
54
PART II. OTHER INFORMATION
|
|
|
Item 1. |
|
Legal Proceedings |
|
|
|
There are no material changes from the description of our legal proceedings previously
disclosed in our Form 10-K filed on February 25, 2009. |
|
|
|
There are no material changes from the risk factors previously disclosed in our Form 10-K
filed on February 25, 2009. |
|
|
|
Item 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
|
|
During second quarter 2009, we issued unregistered securities to a key employee, as
described below. None of these transactions involved any underwriters or any public
offerings. Each of these transactions was exempt from registration under the Securities
Act pursuant to Section 4(2) of the Securities Act or Regulation D or Rule 701
promulgated thereunder, as transactions by an issuer not involving a public offering.
With respect to each transaction listed below, no general solicitation was made by either
us or any person acting on our behalf; the recipient of our securities agreed that the
securities would be subject to the standard restrictions applicable to a private
placement of securities under applicable state and federal securities laws; and
appropriate legends were affixed to the certificates issued in such transactions. |
|
|
|
On June 9, 2009, we issued 30,000 shares to a certain key employee at a purchase price of
$1.37 per share. Also on June 9, 2009, we granted stock options to that employee to
purchase 60,000 shares of our common stock at an exercise price of $1.37 per share. |
Item 3. Defaults upon Senior Securities
|
|
|
Item 4. |
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Submission of Matters to a Vote of Security Holders |
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Item 5. |
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Other Information |
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Item 502. |
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
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We are pleased to announce that James H.
Cornell has been appointed Vice President and General Counsel, effective
August 24, 2009. Mr. Cornell, age 59, was most recently Managing Director
and General Counsel of Nexxar Group, Inc. Mr. Cornell was Senior
Vice President and General Counsel of Kinko’s, Inc from 1999 to
2002. Prior to 1999, he held various other legal positions, including
Chief Legal Officer at Calvin Klein, Inc., and Vice President and General
Counsel at Envirosource, Inc. Mr. Cornell received a BA in Economics
from Williams College and a JD from the Columbia School of Law. He is a member
of the New York State bar. |
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10.1 |
|
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Management Equity Investment and Incentive Term
sheet, dated August 7, 2009, between Noranda Aluminum Holding Corporation
and James H. Cornell |
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31.1 |
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Certification of the Chief Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a) Promulgated Under the Securities Exchange Act
of 1934, as amended. |
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31.2 |
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Certification of the Chief Financial Officer pursuant to Rules
13a-14(a) and 15d-14(a) Promulgated Under the Securities Exchange Act
of 1934, as amended. |
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32.1 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. |
55
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on our behalf by the undersigned thereunto duly authorized.
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NORANDA ALUMINUM HOLDING CORPORATION
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Date: August 11, 2009 |
/s/ Robert B. Mahoney
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Robert B. Mahoney |
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Chief Financial Officer |
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56
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
No. |
|
Description |
|
10.1 |
|
|
Management Equity Investment and Incentive Term
sheet, dated August 7, 2009, between Noranda Aluminum Holding Corporation
and James H. Cornell |
|
31.1 |
|
|
Certification of the Chief Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a) Promulgated Under the Securities Exchange
Act of 1934, as amended. |
|
31.2 |
|
|
Certification of the Chief Financial Officer pursuant to Rules
13a-14(a) and 15d-14(a) Promulgated Under the Securities Exchange
Act of 1934, as amended. |
|
32.1 |
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
57