-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZRHvVqNaVYfM7TYKmTDkdvXe0MwFg6acY8nlTZX+eECgyBoPviGHBdEPhwSCOZ3 yNIyZFyJeFySmHra6Yzs0g== 0001157523-08-009213.txt : 20081112 0001157523-08-009213.hdr.sgml : 20081111 20081112090020 ACCESSION NUMBER: 0001157523-08-009213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081112 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081112 DATE AS OF CHANGE: 20081112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Noranda Aluminum Holding CORP CENTRAL INDEX KEY: 0001422105 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 208908550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-148977 FILM NUMBER: 081178355 BUSINESS ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-771-5711 MAIL ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 8-K 1 a5827753.htm NORANDA ALUMINUM HOLDING CORP. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
______________


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 12, 2008

NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware

333-148977

20-8908550

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

801 Crescent Centre Drive, Suite 600, Franklin, Tennessee  37067

(Address of Principal Executive Offices)(Zip Code)


Registrant’s telephone number, including area code: (615) 771-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))


Item 2.02.     Results of Operations and Financial Condition

    On November 12, 2008, Noranda Aluminum Holding Corporation is issuing a press release and holding a conference call regarding its financial results for the quarter ended September 30, 2008.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

    This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

    Noranda Aluminum Holding Corporation is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.



Item 9.01.     Financial Statements and Exhibits

Exhibit  
Number Description
 
99.1 Press release of Noranda Aluminum Holding Corporation dated November 12, 2008


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NORANDA ALUMINUM

 

HOLDING CORPORATION

 
 
Date: November 12, 2008 By:

/s/ Kyle D. Lorentzen

Kyle D. Lorentzen

Chief Financial Officer


EXHIBIT INDEX

Exhibit
Number

  Description
 
99.1

Press release of Noranda Aluminum Holding Corporation dated November 12, 2008

EX-99.1 2 a5827753ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Noranda Aluminum Holding Corporation Reports Third Quarter 2008 Results

FRANKLIN, Tenn.--(BUSINESS WIRE)--November 12, 2008--Noranda Aluminum Holding Corporation (“Noranda” or the “Company”) announced its financial results for the third quarter of 2008.

Key highlights include:

  • Revenues of $357.4 million, operating income of $32.1 million, and net losses of $19.3 million for the third quarter
  • Revenues of $1.0 billion, operating income of $109.0 million, and net income of $1.4 million year-to-date
  • Adjusted EBITDA of $60.6 million for the third quarter and $225.6 million year-to-date
  • Generated $111.7 million in cash provided by operating activities year-to-date
  • Cash and available borrowings totaled $263.0 million at September 30, 2008
  • Achieved record production at our New Madrid smelter for the third quarter and nine months 2008
  • Maintained aluminum hedging program at approximately 50% of forecasted aluminum shipments through 2012
  • Continued implementation of our energy risk management program by hedging approximately 35% of our natural gas requirements through 2012
  • Elected to pay the interest payments due on May 15, 2009, for the $220 million Senior Floating Rate Notes due 2014 and the $510 million Senior Floating Rate Notes due 2015, entirely in kind (“PIK Interest”)
  • Appointed Kyle Lorentzen, who had been serving as the Company’s Chief Operating Officer, interim Chief Financial Officer

Third Quarter Results

Layle K. “Kip” Smith, the Company’s President and Chief Executive Officer stated, “Noranda enjoyed another solid quarter, achieving Adjusted EBITDA of $60.6 million while generating cash from operations of $11.0 million. During the quarter Noranda also positioned itself for the changing business environment by securing access to liquidity, continuing to implement its strategy through the CORE productivity initiative, expanding its risk management programs and progressing on its growth projects.”

Third party sales for the third quarter of 2008 were $357.4 million, down 5.3% from sales of $377.6 million reported for the third quarter of 2007. The favorable impact of higher Midwest primary aluminum prices for the third quarter of 2008 was more than offset by lower volumes of shipments to our external customers and the absence of brokered metal sales from our downstream business.

Sales to external customers in the upstream business for the three months ended September 30, 2008, increased 2.9% to $182.5 million from the $177.3 million reported for the same period last year. The increase in sales resulted from an increase in the average Midwest primary aluminum price to $1.34 per pound from the $1.22 price per pound in the third quarter of 2007. This increase in sales was partially offset by volume decreases in external sales in the upstream business due to sales declines in the value-added segment.

Total upstream metal shipments for the third quarter of 2008 were 148.4 million pounds, up 6.7 million pounds from the 141.7 million pounds shipped during the third quarter last year. Of the total amount shipped during the third quarter of 2008, 127.7 million pounds were shipped to external customers, while the remaining 20.7 million pounds were intersegment shipments to our downstream business. External shipments were down 9.3 million pounds because of a decline in demand for value-added products, including those utilized in the housing and construction industry. This decline was more than offset by a 16.0 million pound increase in shipments to our downstream operation. Our integrated operations continued to provide us the flexibility to shift a portion of our upstream production to our downstream business and reduce our overall external purchase commitments and to better manage working capital.


Sales in the downstream business were $174.9 million, down 12.7% from the $200.3 million reported for the third quarter of 2007. The decrease in downstream sales was impacted by a 9.4 million pound decline in sales volume mainly related to HVAC and the housing and construction industry, as well as $20.7 million in brokered metal sales during the third quarter of 2007 compared to no brokered metal sales during the third quarter of 2008.

Operating income for the third quarter of 2008 was $32.1 million, compared to $29.9 million for the third quarter last year, reflecting an increase of 7.4%. Quarter-over-quarter gross margin (sales less cost of sales) improvements of $4.3 million primarily were the result of increased production volumes and higher aluminum prices, but were partially offset by higher cost. These costs reflected higher raw material costs from the joint venture caused from the effects of hurricane Gustav and higher energy costs. The impact of the hurricane resulted in higher energy costs and lower production volumes during the third quarter. These costs also include a $2.1 million increase in selling, general and administrative expenses resulting from higher consulting fees related to the Company’s recent SEC filings and increases in the cost of providing certain employee benefits.

The Company reported a loss of $39.8 million related to derivative instruments and hedging activities for the three months ended September 30, 2008, compared to a gain of $6.7 million reported for the three months ended September 30, 2007. The 2008 loss relates primarily to mark-to-market adjustments for natural gas hedges entered into during the quarter, as well as net cash settlements of fixed-price and variable-priced aluminum swaps. The gain in 2007 primarily was related to changes in the fair value of a portion of our fixed-price aluminum swaps, which in 2007 did not qualify for hedge accounting. Cash settlement payments for aluminum hedges for the third quarter of 2008 were $11 million, compared to $2 million in cash settlement receipts for the prior year quarter.

Net losses reported for the third quarter of 2008 were $19.3 million compared to the $6.3 million net income reported for the third quarter of 2007. This decrease was primarily a result of the cash and non-cash losses on derivative instruments, which were partially offset by lower interest expense and an income tax benefit of $9.9 million.

Adjusted EBITDA totaled $60.6 million for the third quarter of 2008, compared to the $73.4 million reported for the same period last year.

Year-to-Date Results

Third party sales for the first nine months of 2008 were $1,004.9 million, down 8.3% from sales of $1,095.9 million reported for the first nine months of 2007. This decrease primarily resulted from reduced upstream and downstream shipments to external customers, increased intersegment shipments, and the absence of brokered metal sales from our downstream business in 2008.

Sales to external customers in the upstream business for the nine months ended September 30, 2008, decreased 4.4% to $522.8 million from the $546.7 million reported for the same period last year. The decrease in sales resulted from lower valued-added sales and from volume that shifted from external commodity sow sales to intersegment shipments to our downstream business.


Total upstream metal shipments for the first nine months of 2008 were 435.7 million pounds, up 16.4 million pounds from the 419.3 million pounds shipped during the first nine months of last year. Of the total amount shipped in 2008, 374.5 million pounds were shipped to external customers, while the remaining 61.2 million pounds were intersegment shipments to our downstream business. External shipments were down 26.6 million pounds as a result of a decline in demand for value-added products, including those utilized in the housing and construction industry. This decline was more than offset by a 43.0 million pound increase in shipments to our downstream operation.

Sales in the downstream business were $482.1 million, down 12.2% from the $549.2 million reported for the first nine months of 2007. The decrease in downstream sales was impacted by a 5.4% decline in volume and $36.9 million in brokered metal sales during the first nine months of 2007 compared to no brokered metal sales during the first nine months of 2008.

Operating income for the first nine months of 2008 was $109.0 million compared to $129.4 million reported for the same period last year, a decrease of $20.4 million. This decrease was the result of higher 2008 raw material costs, particularly at the joint ventures, as well as increased selling, general and administrative costs including higher consulting and other fees, some of which related to costs associated with the recent SEC filings.

The Company reported a loss of $44.8 million related to derivative instruments and hedging activities for the nine months ended September 30, 2008, compared to a loss of $49.6 million reported for the nine months ended September 30, 2007. The 2008 loss relates primarily to mark-to-market adjustments for natural gas hedges entered into during the quarter, as well as net cash settlements of fixed-price and variable-priced aluminum swaps. The 2007 loss primarily related to changes in the fair value of a portion of our fixed-price aluminum swaps, which in 2007 did not qualify for hedge accounting. Cash settlement payments for aluminum hedges for the year-to-date were $19 million, compared to $2 million in cash settlement receipts for the prior year.

Net income reported for the first nine months of the year was $1.4 million, compared to net income of $20.9 million reported for the nine months of 2007, a decrease that primarily resulted from reduced operating income, which was partially offset by lower interest expense and income taxes.

Adjusted EBITDA totaled $225.6 million for the first nine months of 2008, compared to $246.7 million reported for the same period last year

Liquidity

Net cash provided by operating activities totaled $111.7 million for the first nine months ended September 30, 2008, compared to $192.1 million for the first nine months ended September 30, 2007. In 2007, the Company liquidated excess inventories in its downstream business as part of its cash management program, which contributed to the higher cash provided from operations for the same period last year. Cash and cash equivalents at third quarter-end 2008 were $245.0 million, compared with $75.6 million at December 31, 2007. Cash and available borrowings totaled $263.0 million at September 30, 2008.

Management believes cash flows from operating activities, together with cash and cash equivalents will be sufficient to meet the Company’s short-term liquidity needs.

In light of general market concerns about the ability of financial institutions to honor credit commitments, in late September 2008 the Company borrowed $225 million under the revolving portion of its senior credit facility and invested the proceeds in highly liquid cash equivalents, including U.S. Government T-bills and money market funds holding only U.S. Treasury securities. At September 30, 2008, the Company had remaining borrowing capacity of $18.0 million under the revolving portion of the senior credit facility. Total debt at the end of the third quarter of 2008 was $1.3 billion. At September 30, 2008, the Company’s Adjusted EBITDA to fixed charge ratio was 3.2x to 1 at the Noranda Aluminum Holding Corporation and all of its subsidiaries (“Holdco”) level and 4.2x to 1 at the Noranda Aluminum Acquisition Corporation (“AcquisitionCo”) level, while AcquisitionCo’s net debt to Adjusted EBITDA ratio for its senior secured credit facilities was 1.3x to 1. The Company has no maintenance covenants on any borrowings.


The Company has made a permitted election under the indentures governing its $220 million Senior Floating Rate Notes due 2014 and its $510 million Senior Floating Rate Notes due 2015, to pay all interest under the Notes that is due on May 15, 2009, for the interest period beginning on November 15, 2008, and ending on May 15, 2009, entirely in kind.

The Company has entered into fixed price aluminum, interest rate, and natural gas swaps for the primary purpose of hedging its exposure to price risk and earnings volatility.

  • As part of a hedging strategy for approximately 50% of forecasted shipments through December 2012, the Company has outstanding aluminum swap contracts to hedge aluminum shipments totaling approximately 72,000 pounds for the fourth quarter of 2008 and 289,000 pounds in 2009 at average prices of $1.18 and $1.09 per/lb of primary aluminum, respectively.
  • As part of a hedging strategy for approximately 35% of the Company’s estimated natural gas exposure through 2012, the Company has outstanding swap contracts to purchase approximately 61% of its requirements for the fourth quarter of 2008 and 55% of its requirements in 2009 at average prices of $9.02 and $9.29 per mmbtu, respectively.

Capital expenditures for the nine months were $37.5 million, including $9.4 million invested in the $48.0 million New Madrid expansion project.

Mr. Smith stated, “We are confronted with an extraordinary global economic environment that is challenging our industry and our Company. During this time of uncertainty in the U.S. and global environment, primary aluminum pricing and demand have declined. Noranda is well-positioned to meet the challenges of this uncertain period. We believe our integrated North American business strategy combined with our liquidity position and hedging strategy supports our ability to respond quickly to changing business conditions. Noranda continues to implement its strategy to improve productivity, manage capital spending and reduce working capital while continuing to support our highest value growth projects.”

“We have managed our business to give us the flexibility to quickly make the adjustments needed during this period of volatility in the business cycle.” Mr. Smith continued, “We are aggressively evaluating every aspect of our business to reduce costs while operating to achieve optimal results. Through the continued implementation of our CORE (Cost-Out, Reliability and Effectiveness) program, we will seek to reduce our costs and improve our productivity to build the foundation for sustainable results.”

Conference Call Information

Noranda has scheduled an information conference call on November 12, 2008, at 2:00 PM EST. The call is accessible to the media and general public. To listen to the conference call, dial the appropriate number at least 10 minutes prior to the scheduled start of the call.

U.S. participants: 1-888-562-3356

International participants: 1-973-582-2700

Conference ID #: 72527181


The earnings conference call also will be webcast at http://w.on24.com/clients/norandair/126510. Plan to begin the registration process at least 15 minutes before the live call is scheduled to start.

A replay of the conference call will be available two hours after the completion of the call on November 12 until midnight EST on November 30, 2008. U.S. listeners should dial 1-800-642-1687. International callers should dial 1-706-645-9291. The Conference ID # for the replay is 72527181.

A replay of the webcast also will be available two hours after the completion of the call on November 12 until midnight EST on January 31, 2009. The URL for the replay is http://w.on24.com/clients/norandair/126510.

About the Company

Noranda Aluminum Holding Corporation is a leading North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. The Company has two businesses, an upstream and downstream business. The primary metals, or upstream business, produce approximately 259,000 metric tons of primary aluminum annually. The rolling mills, or downstream business, are one of the largest foil producers in North America and a major producer of light gauge sheet products. Noranda Aluminum Holding Corporation is a private company owned by affiliates of Apollo Management, L.P. The information contained in this release is limited and management encourages interested parties to read the Company’s financial reports and other information available on the Company’s website at www.norandaaluminum.com.


 

NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Balance Sheets

(dollars expressed in thousands)
(unaudited)

 
  December 31, 2007   September 30, 2008

$

$

ASSETS
Current assets:
Cash and cash equivalents   75,630   245,037
Accounts receivable, net 97,169

123,601

Inventories 180,250 162,363
Derivative assets 21,163 374
Other current assets   13,173     42,202  
Total current assets   387,385     573,577  
 
Investments in affiliates 198,874 202,737
Property, plant and equipment, net 657,811 614,485
Goodwill 256,122 271,235
Other intangible assets, net 70,136 67,312
Other assets   80,216     71,337  
Total assets   1,650,544     1,800,683  
 
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts Payable
Trade 32,505 70,401
Affiliates 27,571 31,639
Accrued liabilities 31,742

37,026

Accrued interest 12,182 22,826
Deferred revenue 14,181 8,193
Derivative liabilities 5,077

16,800

Deferred tax liabilities 22,355 24,088
Current portion of long-term debt due to third party   30,300    
Total current liabilities   175,913     210,973  
Long-term debt 1,121,372 1,346,546
Long-term derivative liabilities 65,998 78,309
Pension and other long-term liabilities 75,916 66,352
Deferred tax liabilities 211,421 208,417
Common stock subject to redemption 2,000
Shareholders’ deficiency:
Common stock 216 216
Capital in excess of par value 11,767 13,499

Accumulated deficit

(100,867 )

Accumulated other comprehensive loss

  (12,059 )   (24,762 )

Total shareholders’ deficiency

  (76 )   (111,914 )
Total liabilities and shareholders’ deficiency   1,650,544     1,800,683  

 
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Statement of Operations Data
(dollars expressed in thousands, except per share amounts)
(unaudited)
 
  Successor   Successor

For the
three months ended
September 30, 2008

For the
three months ended
September 30, 2007

Statement of Operations Data:
Sales 357,410 377,589
Operating costs and expenses
Cost of sales 312,906 337,354
Selling, general and administrative expenses and other 12,414 10,243
Other expenses   43  
 
325,320   347,640  
 
Operating income 32,090   29,949  
Other expenses (income)
Interest expense, net 19,816 27,417

Loss (gain) on derivative instruments and hedging activities, net

39,796 (6,765 )

Equity in net income (loss) of investments in affiliates

1,652   (1,055 )
 
Total other expenses 61,264   19,597  
 

Income before income (loss) taxes

(29,174 ) 10,352
Income tax expense (benefit) (9,845 ) 4,020  
 
Net income (loss) for the period (19,329 ) 6,332  
 
Sales by segment
Upstream 182,548 177,305
Downstream 174,862   200,284  
 
Total 357,410   377,589  
 
 
Operating income
Upstream 29,695 25,655
Downstream 2,395   4,294  
 
Total 32,090   29,949  
 
 
Weighted-average shares outstanding
Basic 21,750 21,613
Diluted 21,750 21,613
 
Financial and other data:
EBITDA 15,360 67,033
Adjusted EBITDA 60,569 73,352
Average Midwest transaction price 1.34 1.22
Net cash cost for primary aluminum (per pound shipped) 0.95 0.84
Shipments (pounds in millions)
Upstream:
External customers 127.7 137.0
Intersegment 20.7   4.7  
 
Total Upstream 148.4   141.7  
 
Downstream 94.9 104.3

 
NORANDA ALUMINUM HOLDING CORPORATION
Condensed Consolidated Statement of Operations Data
(dollars expressed in thousands, except per share amounts)
(unaudited)
 
  Successor   Predecessor   Successor   Successor

For the nine
months ended
September 30,
2008

Period from
January 1,
2007 to
May 17, 2007

Period from
May 18, 2007 to
September 30,
2007

For the nine
months ended
September 30,
2007

Statement of Operations Data:
Sales $ 1,004,906 $ 527,666 $ 568,224 $ 1,095,890
Operating costs and expenses
Cost of sales 846,823 424,505 506,355 930,860
Selling, general and administrative expenses and other   49,100     16,816     18,804     35,620  
 
  895,923     441,321     525,159     966,480  
 
Operating income   108,983     86,345     43,065     129,410  
Other expenses (income):
Interest expense, net 66,245 6,235 41,730 47,965
Loss (gain) on derivative instruments and hedging activities 44,797 56,467 (6,882 ) 49,585
Equity in net income of investments in affiliates   (3,862 )   (4,269 )   (2,703 )   (6,972 )
 
Total other expenses   107,180     58,433     32,145     90,578  
 
Income before income taxes 1,803 27,912 10,920 38,832

Income tax expense

  447     13,655     4,239     17,894  
 
Net income for the period   1,356     14,257     6,681     20,938  
 
 
Sales per Segment
Upstream 522,823 275,157 271,549 546,706
Downstream   482,083     252,509     296,675     549,184  
 
Total   1,004,906     527,666     568,224     1,095,890  
 
Operating income
Upstream 107,973 78,194 41,286 119,480
Downstream   1,010     8,151     1,779     9,930  
 
Total   108,983     86,345     43,065     129,410  
 

 

 

 

Financial and other data:
EBITDA 142,097 158,628
Adjusted EBITDA 225,638 246,731
Average Midwest transaction price 1.31 1.27
Net cash cost for primary aluminum (per pound shipped) 0.83 0.78
Shipments (pounds in millions)
Upstream:
External customers 374.5 198.3

202.8

401.1
Intersegment   61.2     12.1    

6.1

    18.2  
 
Total Upstream   435.7     210.4     208.9     419.3  
 
Downstream 273.3 135.6 153.4 288.9

 
NORANDA ALUMINUM HOLDING CORPORATION

Condensed Consolidated Statement of Cash Flows

(dollars expressed in thousands)
(unaudited)

 
  Successor   Successor   Predecessor

For the
nine months ended
September 30,
2008

Period from
May 18, 2007
through
September 30,
2007

Period from
January 1, 2007
through
May 17,
2007

$

$

$

OPERATING ACTIVITIES
Net income   1,356   6,681   14,257
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 74,049 42,194 29,637
Non-cash interest 5,019 2,745 2,200

Loss (gain) on disposal of property, plant and equipment

2,404 166 (160 )

Loss (gain) on derivative activities, net of cash settlements

25,811 (4,621 ) 56,467
Equity in net income of investments in affiliates

(3,862

) (2,703 ) (4,269 )
Deferred income taxes (7,226 ) 1,257 (14,828 )

Stock option expense

1,507
Changes in deferred charges and other assets 4,034 (1,403 ) 124
Changes in pension and other liabilities (9,564 ) (8,044 ) (4,925 )
Changes in operating assets and liabilities:
Accounts receivable (26,432 ) (13,483 ) (8,239 )
Inventories 17,887 63,470 (18,069 )
Other current assets

1,622

1,038 16,956
Accounts payable 19,443 30,261 (239 )
Accrued liabilities  

5,637

    33,326     (27,743 )
Cash provided by operating activities   111,685     150,884     41,169  
 
INVESTING ACTIVITIES
Capital expenditures (37,464 ) (18,353 ) (5,768 )

Net increase in advances due from parent

10,925
Payment for the Apollo acquisition, net of cash acquired (1,161,519 )
Proceeds from sale of property, plant and equipment   484          
Cash (used in) provided by investing activities   (36,980 )   (1,179,872 )   5,157  
 
FINANCING ACTIVITIES
Proceeds from issuance of shares 2,225 216,130
Distributions to shareholders (102,223 ) (216,130 )
Capital contributions from parents 101,256
Distributions to parents (25,000 )
Deferred financing costs (39,020 )
Borrowings on long-term debt 1,227,800
Repayments on long-term debt (30,300 ) (76,250 ) (160,000 )
Borrowings on revolving credit facility 250,500
Repayments on revolving credit facility   (25,500 )        
Cash provided by (used in) financing activities   94,702     1,112,530     (83,744 )
Change in cash and cash equivalents 169,407 83,542 (37,418 )
Cash and cash equivalents, beginning of period   75,630       40,549  
Cash and cash equivalents, end of period   245,037     83,542     3,131  

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. Further, the interest rates we pay under our senior secured credit facilities are determined in part by the ratio of our net senior secured debt to Adjusted EBITDA. 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. With respect to the ratios with which we must comply, 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:

     
Requirement Actual
December 31,
2007
September 30,
2008
Adjusted EBITDA to fixed charges:
HoldCo:
Senior Floating Rate Notes(1)(2) 1.75 to 1.0 2.8 to 1 3.2 to 1
AcquisitionCo:
Senior Floating Rate Notes(1)(2) 2.0 to 1.0 3.7 to 1 4.2 to 1
 
Net Senior Secured Debt to Adjusted EBITDA:
AcquisitionCo:
Senior Secured Credit Facilities(3)(4) 2.75 to 1.0 (5) 1.1 to 1 1.3 to 1
(1)    

Fixed charges, in accordance with our debt agreements, is the sum of consolidated interest expense 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 Senior debt (excluding the Revolver), 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.
(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.
(4) The senior secured credit facilities net debt covenant is calculated based on net debt outstanding under that facility.
(5) Maximum ratio changes to 3.0 to 1.0 at January 1, 2009.
 

The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods presented, as defined in our credit documents and the indentures governing our notes:

           

(in thousands)

For the nine
months ended
September 30,
2008

For the nine
months ended
September 30,
2007

Last twelve
months ending
September 30,
2008

Twelve months
ended
December 31,
2007

Three months
ended
September 30,
2008

Three months
ended
September 30,
2007

$

$

$

$

$

$

Net income   1,356   20,938   2,842   22,424   (19,329 )   6,332
Income taxes 447 17,894 1,345 18,792 (9,845 ) 4,020
Interest expense, net 66,245 47,965 91,758 73,478 19,816 27,417
Depreciation and amortization   74,049     71,831     101,564     99,346     24,718     29,264  
 
EBITDA   142,097     158,628     197,509     214,040     15,360     67,033  
 
 
Joint venture EBITDA (a) 9,414 11,899 12,849 15,334 4,021 4,194
LIFO expense (b) 31,186 5,437 20,183 (5,566 ) (432 ) (2,849 )
LCM adjustment (c) (7,627 ) 11,913 (5,217 ) 14,323 6,696 7,850
Non-cash derivative gains and losses (d) 30,716 51,846 32,832 53,962 29,612 (4,504 )
Incremental stand-alone costs (e) (2,700 ) (2,700 )
Employee compensation items (f) 4,848 7,112 8,097 10,361 599 567
Other items, net (g)   15,004     2,596     21,998     9,590     4,713     1,061  
 
Adjusted EBITDA   225,638     246,731     288,251     309,344     60,569     73,352  
 
(a)     Our upstream business is fully integrated from bauxite mined by St. Ann 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 St. Ann, 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 certain components of equity income, such as depreciation and amortization, tax expense, and interest income to reflect 50% of the EBITDA of the joint ventures.
(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. The adjustment also includes non-cash charges relating to inventories that have been revalued at fair value at the date of the Xstrata Acquisition and Apollo Acquisition and recorded in cost of sales during the periods presented resulting from the sales of inventories.
(c) Reflects adjustments to reduce inventory to the lower of cost, adjusted for purchase accounting, to market value.
(d) 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 (excluding cash settlements) resulting from fair market value changes of aluminum swaps.
(e) Reflects (i) the incremental insurance, audit and other administrative costs on a stand-alone basis, net of certain corporate overheads allocated by the former parent that we no longer expect to incur on a go-forward basis and (ii) the elimination of income from administrative and treasury services provided to Noranda Aluminum, Inc.’s former parent and its affiliates that are no longer provided.
(f) Represents stock compensation expense, re-pricing of stock options and bonus payments.
(g) Other items, net, consist primarily of non-recurring consulting fees, sponsor fees, the non-cash portion of pension expense and asset disposals. Additionally, certain business optimization charges related to our downstream business are included in other, net in the three and nine months ended September 30, 2008.

CONTACT:
Noranda Aluminum Holding Corporation
Kyle Lorentzen, Chief Financial Officer, 615-771-5752
kyle.lorentzen@noralinc.com

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