• | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
• | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
• | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
• | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | do not reflect the company’s cash expenditures or requirements for capital expenditures or capital commitments; |
• | do not reflect changes in, or cash requirements for, the company’s working capital needs; and |
• | do not reflect any costs related to the current or future replacement of assets being depreciated and amortized. |
• | as measures of operating performance to assist the company in comparing its operating performance on a consistent basis because it removes the impact of items not directly resulting from the company’s core operations; |
• | for planning purposes, including the preparation of the company’s internal annual operating budgets and financial projections; |
• | to evaluate the performance and effectiveness of the company operational strategies; and |
• | to calculate incentive compensation payments for the company’s key employees. |
(d) | Exhibits. | ||
99.1 | Press release, dated May 14, 2013 (furnished to the Commission as a part of this Form 8-K). | ||
99.2 | Presentation materials, dated May 14, 2013 (furnished to the Commission as a part of this Form 8-K). |
NOVELIS INC. | ||||
Date: May 14, 2013 | By: | /s/ Leslie J. Parrette, Jr. | ||
Leslie J. Parrette, Jr. | ||||
General Counsel, Corporate Secretary and Compliance Officer |
Exhibit | ||
Number | Description | |
99.1 | Press release, dated May 14, 2013 (furnished to the Commission as a part of this Form 8-K). | |
99.2 | Presentation materials, dated May 14, 2013 (furnished to the Commission as a part of this Form 8-K). |
• | Net Income, Excluding Certain Items, of $241 million |
• | Adjusted EBITDA of $961 million |
• | Liquidity of $760 million; Took Actions to Further Strengthen Future Liquidity Levels |
• | Increased Recycled Content by 4 percentage points to 43% for Fiscal 2013 |
• | Global Expansions Progressing Well; Successfully Commissioned two Strategic Expansions |
• | Record capital investment in the business of $775 million, primarily geared at major global rolling, finishing and recycling expansions for its key products segments of can, automotive and specialties. |
• | Solid liquidity of $760 million for fiscal 2013 despite its aggressive capital expenditure program. The Company will continue its significant investment program, with planned capital expenditures between $700 to $750 million for fiscal year 2014. As a result of these investments and to provide additional flexibility, the Company took actions to amend its ABL facility which will allow it to further strengthen its liquidity. Had this transaction closed in the fourth quarter of fiscal 2013, liquidity |
• | Increased the recycled content in its products by 4 percentage points to 43 percent for fiscal 2013 making good progress toward the Company's goal of having 80 percent recycled content in its products by 2020. |
• | Continued optimization of the Company's footprint and product portfolio, including the sale of three foil plants in Europe, the closure of a plant in Canada and shutdown of a smelter pot line in Brazil. |
• | Made significant headway on all strategic expansions; began the commissioning process for the Brazil rolling expansion and Korea recycling center and is on track with all other rolling, finishing and recycling expansions. |
(in $M) | FY 13 | FY 12 | |||||||||
3/31/2013 | 3/31/2012 | ||||||||||
Cash and cash equivalents | $ | 301 | $ | 317 | |||||||
Availability under the ABL facility | 459 | 704 | |||||||||
Total Liquidity | $ | 760 | $ | 1,021 |
(in $M) | FY 13 | FY 12 | |||||||||
3/31/2013 | 3/31/2012 | ||||||||||
Free Cash Flow | $ | (565 | ) | $ | 98 | ||||||
CapEx | 775 | 516 | |||||||||
Free Cash Flow before CapEx | $ | 210 | $ | 614 |
Media Contact: | Investor Contact: | |
Charles Belbin | Isabel Janci | |
+1 404 760 4120 | +1 404 760 4164 | |
charles.belbin@novelis.com | isabel.janci@novelis.com |
(unaudited) | |||||||||||||||
Three Months Ended | Year Ended | ||||||||||||||
March 31, | March 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales | $ | 2,500 | $ | 2,608 | $ | 9,812 | $ | 11,063 | |||||||
Cost of goods sold (exclusive of depreciation and amortization) | 2,162 | 2,262 | 8,477 | 9,743 | |||||||||||
Selling, general and administrative expenses | 93 | 102 | 398 | 383 | |||||||||||
Depreciation and amortization | 74 | 80 | 292 | 329 | |||||||||||
Research and development expenses | 10 | 10 | 46 | 44 | |||||||||||
Interest expense and amortization of debt issuance costs | 75 | 77 | 298 | 305 | |||||||||||
(Gain) loss on assets held for sale | — | 111 | (3 | ) | 111 | ||||||||||
Loss on extinguishment of debt | 7 | — | 7 | — | |||||||||||
Restructuring charges, net | 19 | 29 | 45 | 60 | |||||||||||
Equity in net loss of non-consolidated affiliates | 1 | 4 | 16 | 13 | |||||||||||
Other (income) expense, net | (14 | ) | 42 | (50 | ) | (54 | ) | ||||||||
2,427 | 2,717 | 9,526 | 10,934 | ||||||||||||
Income (loss) before income taxes | 73 | (109 | ) | 286 | 129 | ||||||||||
Income tax provision (benefit) | 14 | (3 | ) | 83 | 39 | ||||||||||
Net income (loss) | 59 | (106 | ) | 203 | 90 | ||||||||||
Net income attributable to noncontrolling interests | — | 1 | 1 | 27 | |||||||||||
Net income (loss) attributable to our common shareholder | $ | 59 | $ | (107 | ) | $ | 202 | $ | 63 |
March 31, | |||||||
2013 | 2012 | ||||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 301 | $ | 317 | |||
Accounts receivable, net | |||||||
— third parties (net of allowances of $3 and $5 as of March 31, 2013 and March 31, 2012) | 1,447 | 1,331 | |||||
— related parties | 38 | 36 | |||||
Inventories | 1,168 | 1,024 | |||||
Prepaid expenses and other current assets | 93 | 61 | |||||
Fair value of derivative instruments | 109 | 99 | |||||
Deferred income tax assets | 112 | 151 | |||||
Assets held for sale | 9 | 81 | |||||
Total current assets | 3,277 | 3,100 | |||||
Property, plant and equipment, net | 3,104 | 2,689 | |||||
Goodwill | 611 | 611 | |||||
Intangible assets, net | 649 | 678 | |||||
Investment in and advances to non–consolidated affiliates | 627 | 683 | |||||
Fair value of derivative instruments, net of current portion | 1 | 2 | |||||
Deferred income tax assets | 75 | 74 | |||||
Other long–term assets | |||||||
— third parties | 165 | 168 | |||||
— related parties | 13 | 16 | |||||
Total assets | $ | 8,522 | $ | 8,021 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities | |||||||
Current portion of long–term debt | $ | 30 | $ | 23 | |||
Short–term borrowings | 468 | 18 | |||||
Accounts payable | |||||||
— third parties | 1,207 | 1,245 | |||||
— related parties | 47 | 51 | |||||
Fair value of derivative instruments | 74 | 95 | |||||
Accrued expenses and other current liabilities | 497 | 476 | |||||
Deferred income tax liabilities | 28 | 34 | |||||
Liabilities held for sale | 1 | 57 | |||||
Total current liabilities | 2,352 | 1,999 | |||||
Long–term debt, net of current portion | 4,434 | 4,321 | |||||
Deferred income tax liabilities | 504 | 581 | |||||
Accrued postretirement benefits | 731 | 687 | |||||
Other long–term liabilities | 262 | 310 | |||||
Total liabilities | 8,283 | 7,898 | |||||
Commitments and contingencies | |||||||
Shareholder’s equity | |||||||
Common stock, no par value; unlimited number of shares authorized; 1,000 shares issued and outstanding as of March 31, 2013 and March 31, 2012 | — | — | |||||
Additional paid–in capital | 1,654 | 1,659 | |||||
Accumulated deficit | (1,177 | ) | (1,379 | ) | |||
Accumulated other comprehensive loss | (268 | ) | (191 | ) | |||
Total equity of our common shareholder | 209 | 89 | |||||
Noncontrolling interests | 30 | 34 | |||||
Total equity | 239 | 123 | |||||
Total liabilities and equity | $ | 8,522 | $ | 8,021 |
Year Ended March 31, | |||||||
2013 | 2012 | ||||||
OPERATING ACTIVITIES | |||||||
Net income | $ | 203 | $ | 90 | |||
Adjustments to determine net cash provided by operating activities: | |||||||
Depreciation and amortization | 292 | 329 | |||||
Gain on unrealized derivatives and other realized derivatives in investing activities, net | (28 | ) | (7 | ) | |||
(Gain) loss on assets held for sale | (3 | ) | 111 | ||||
Loss on extinguishment of debt | 7 | — | |||||
Deferred income taxes | (31 | ) | (33 | ) | |||
Write–off and amortization of fair value adjustments, net | 22 | 24 | |||||
Equity in net loss of non–consolidated affiliates | 16 | 13 | |||||
Loss on foreign exchange remeasurement of debt | 8 | 13 | |||||
Loss on sale of assets | 6 | 3 | |||||
Non-cash impairment charges | 4 | 46 | |||||
Amortization of debt issuance costs | 17 | 17 | |||||
Other, net | 1 | 3 | |||||
Changes in assets and liabilities including assets and liabilities held for sale (net of effects from acquisitions and divestitures): | |||||||
Accounts receivable | (121 | ) | 47 | ||||
Inventories | (160 | ) | 214 | ||||
Accounts payable | 6 | (188 | ) | ||||
Other current assets | (36 | ) | (10 | ) | |||
Other current liabilities | 28 | (67 | ) | ||||
Other noncurrent assets | (10 | ) | 9 | ||||
Other noncurrent liabilities | (18 | ) | (58 | ) | |||
Net cash provided by operating activities | 203 | 556 | |||||
INVESTING ACTIVITIES | |||||||
Capital expenditures | (775 | ) | (516 | ) | |||
Proceeds from sales of assets, third party, net | 19 | 12 | |||||
Proceeds from sale of assets, related party | 2 | 4 | |||||
Proceeds from investment in and advances to non–consolidated affiliates, net | — | 2 | |||||
Proceeds (outflows) from related party loans receivable, net | 3 | (3 | ) | ||||
Proceeds from settlement of other undesignated derivative instruments, net | 4 | 59 | |||||
Net cash used in investing activities | (747 | ) | (442 | ) | |||
FINANCING ACTIVITIES | |||||||
Proceeds from issuance of debt | 319 | 271 | |||||
Principal payments | (97 | ) | (22 | ) | |||
Short–term borrowings, net | 332 | 2 | |||||
Dividends, noncontrolling interest | (2 | ) | (1 | ) | |||
Acquisition of noncontrolling interest in Novelis Korea Ltd. | (9 | ) | (344 | ) | |||
Debt issuance costs | (8 | ) | (2 | ) | |||
Net cash provided by financing activities | 535 | (96 | ) | ||||
Net increase in cash and cash equivalents | (9 | ) | 18 | ||||
Effect of exchange rate changes on cash | (7 | ) | (12 | ) | |||
Cash and cash equivalents — beginning of period | 317 | 311 | |||||
Cash and cash equivalents — end of period | $ | 301 | $ | 317 |
(unaudited) Three Months Ended | Year Ended | ||||||||||||||
(in millions) | March 31, | March 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net income (loss) attributable to our common shareholder | $ | 59 | $ | (107 | ) | $ | 202 | $ | 63 | ||||||
Noncontrolling interests | — | (1 | ) | (1 | ) | (27 | ) | ||||||||
Income tax (provision) benefit | (14 | ) | 3 | (83 | ) | (39 | ) | ||||||||
Interest, net | (73 | ) | (73 | ) | (293 | ) | (290 | ) | |||||||
Depreciation and amortization | (74 | ) | (80 | ) | (292 | ) | (329 | ) | |||||||
EBITDA | 220 | 44 | 871 | 748 | |||||||||||
Unrealized gain (loss) on derivatives | 21 | (23 | ) | 14 | (62 | ) | |||||||||
Realized gain (loss) on derivative instruments not included in segment income | 3 | 2 | 5 | 1 | |||||||||||
Proportional consolidation | (10 | ) | (15 | ) | (41 | ) | (49 | ) | |||||||
Gain (loss) on assets held for sale | — | (111 | ) | 3 | (111 | ) | |||||||||
Loss on extinguishment of debt | (7 | ) | — | (7 | ) | — | |||||||||
Restructuring charges, net | (19 | ) | (29 | ) | (45 | ) | (60 | ) | |||||||
Other income, net | (8 | ) | (13 | ) | (19 | ) | (24 | ) | |||||||
Adjusted EBITDA | $ | 240 | $ | 233 | $ | 961 | $ | 1,053 |
Year Ended March 31, | |||||||
2013 | 2012 | ||||||
Net cash provided by operating activities | $ | 203 | $ | 556 | |||
Net cash used in investing activities | (747 | ) | (442 | ) | |||
Less: Proceeds from sales of assets | (21 | ) | (16 | ) | |||
Free cash flow | $ | (565 | ) | $ | 98 | ||
Ending cash and cash equivalents | $ | 301 | $ | 317 |
Year ended March 31, | |||||||
2013 | 2012 | ||||||
Net Income | $ | 202 | $ | 63 | |||
Certain Items: | |||||||
(Gain) loss on assets held for sale | (3 | ) | 111 | ||||
Loss on Extinguishment of debt | 7 | — | |||||
Restructuring charges | 45 | 60 | |||||
Tax effect on Certain Items | (10 | ) | (16 | ) | |||
Net Income, excluding Certain Items | $ | 241 | $ | 218 |