Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Item 2 contains certain non-GAAP financial information. See “Non-GAAP Financial Measures” below for important information regarding the non-GAAP financial information included in this Item 2 and the unaudited condensed consolidated financial statements contained in Part I, Item 1 of this Report, together with a reconciliation of such non-GAAP financial information presented to the most comparable GAAP financial information.
Certain statements in this Form 10‑Q for the quarterly period ended September 30, 2017 (the “Report”), including, without limitation, matters discussed in this “
Management’s Discussion and Analysis of Financial Condition and Results of Operations
” (“MD&A”), should be read in conjunction with the unaudited condensed consolidated financial statements, related notes, and other detailed information included in Part I, Item 1 of this Report, with our audited consolidated financial statements, related notes thereto, and other detailed information included in Part IV, Item 15 of our Annual Report, and “
Risk Factors
” included in Part I, Item 1A of our Annual Report, Part II, Item 1A of our Form 10‑Q for the quarterly period ended March 31, 2017 and this Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, including statements regarding the preliminary results of our goodwill impairment test, statements regarding our ability to comply in the future with the debt covenants in the ABL Facility and the Senior Secured Notes, statements regarding our ability to continue as a going concern, and statements regarding our expectations with respect to our fourth quarter results. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “
Risk Factors
” included in Part I, Item 1A of our Annual Report, Part II, Item 1A of our Form 10‑Q for the quarterly period ended March 31, 2017 and this Report. We undertake no obligation to update or revise the information contained herein including, without limitation, any forward-looking statements or such risk factors whether as a result of new information, subsequent events or circumstances, or otherwise, unless otherwise required by law.
We are including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain statements that are not historical fact are forward-looking statements, and include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, which may be beyond our control, and that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based on our current beliefs, intentions and expectations and are neither guarantees nor indicative of future performance.
Management performed an evaluation as to whether there is substantial doubt about our ability to continue as a going concern within one year after the date that these financial statements are issued and concluded that conditions exist that raise substantial doubt about our ability to meet our financial obligations as they become due over the next year. See Note 16—
Going Concern
in the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Report and the
“Going Concern”
section below for a full discussion of the circumstances considered, mitigating plans, and conclusions formed as a part of this evaluation.
Overview
Real Industry is a Delaware holding company that operates through its operating subsidiaries. Management expects to grow the Company through acquisitions, as well as through organic efforts within existing operations described below. Our current business strategy seeks to leverage our public company status, considerable U.S. federal NOLs and the experience and focus of our executive management team to acquire operating businesses at prices and on terms that we believe will create a sustainably profitable enterprise.
During the first quarter of 2015, the Company underwent a considerable transformation. On January 9, 2015, we completed the sale of NABCO, previously the primary business within our former Industrial Supply segment, and on February 27, 2015, we acquired the Real Alloy Business.
Real Alloy is a global leader in third-party aluminum recycling, which includes the processing of scrap aluminum and by-products and the manufacturing of wrought, cast and specification or foundry alloys. Real Alloy offers a broad range of products and services to wrought alloy processors, automotive original equipment manufacturers, and foundries and casters. Real Alloy’s customers include companies that participate in or sell to the automotive, consumer packaging, aerospace, building and construction, steel, and durable goods industries. Real Alloy processes aluminum scrap and by-products and delivers recycled metal in liquid or solid form according to customer specifications. Real Alloy’s facilities are capable of processing industrial (new) scrap, post-consumer (old/obsolete) scrap, and various aluminum by-products, providing a great degree of flexibility in reclaiming high-quality recycled aluminum. Real Alloy currently operates twenty-seven facilities strategically located throughout North America and Europe.
On November 1, 2016, Real Alloy completed its first acquisition as a subsidiary of Real Industry, with the purchase of select assets of Beck Alloys, a privately-held operator of three secondary aluminum recycling facilities in the U.S. for $23.6 million. With the Beck Acquisition, Real Alloy obtained a noncontrolling interest in an affiliated trading business, Beck Trading, which adds primary aluminum as another service/product offering for Real Alloy customers.
Our business strategy is to create a sustainably profitable enterprise by allocating capital to improve the value of our existing businesses and to execute accretive acquisitions with a disciplined approach to value and structure. We seek to take meaningful ownership positions in operating companies that leverage the strengths of our platform, including our status as a public company with permanent capital enabling a long-term holding philosophy, our sizable tax assets, and the experience of our executive management team. In considering acquisition opportunities, we seek businesses with sustainable competitive advantages and defensible market positions, led by management teams that have shown success through business cycles, and have financial profiles where our tax assets can be used to increase free cash flow. We regularly consider acquisitions in what we view as undervalued industries, as well as businesses with values we believe to be misunderstood by the marketplace. In all cases, we seek opportunities that will be accretive to our earnings per share.
Post-acquisition, we plan to operate our businesses as autonomous subsidiaries. We plan to use our securities to pursue value-enhancing acquisitions and leverage our considerable tax assets, as well as support the growth needs of our existing operating segments, as necessary.
Our Segments—RANA and RAEU
As of September 30, 2017, the Company had two reportable segments Real Alloy North America (“RANA”) and Real Alloy Europe (“RAEU”).
Real Alloy North America
Our RANA segment includes aluminum melting, processing, recycling, and alloying activities conducted in twenty-one facilities located in the U.S., Canada and Mexico. This segment’s operations convert aluminum scrap and dross (a by-product of melting aluminum) in combination with other alloying agents, hardeners, or other additives to produce recycled aluminum alloys with chemical compositions and specific properties, including increased strength, formability and wear resistance, as specified by customers for their particular applications. RANA services customers serving end-uses related to automotive, consumer packaging, construction, transportation and steel. We estimate that approximately 50% and 54% of RANA’s invoiced sales volume was used in automotive applications in the three months ended September 30, 2017 and 2016, respectively, and approximately 58% and 55% in the nine months ended September 30, 2017 and 2016, respectively. A significant percentage of this segment’s volume is sold through tolling arrangements, in which RANA converts, for a fee, customer-owned aluminum scrap and dross and returns the recycled metal in solid or molten form to these same customers. The remainder of RANA’s volume is sold under buy/sell arrangements whereby aluminum scrap is purchased from third-parties and RANA converts that material to its customers’ specifications and delivers it in ingot or molten form. As described more fully below, buy/sell arrangements have a more significant impact on reported revenues and cost of sales compared to tolling arrangements, as the cost of the third-party aluminum scrap purchases is included in both revenues and cost of sales.
Real Alloy Europe
We are a leading European recycler of aluminum scrap and magnesium through our RAEU segment. Similar to RANA, this segment’s operations primarily convert aluminum scrap, dross and other alloying agents and deliver recycled metal in solid or molten form to customers from six facilities located in Germany, Norway and Wales. RAEU supplies the European automobile industry, which we estimate represented approximately 53% and 52%, of this segment’s invoiced sales volume in the three months ended September 30, 2017 and 2016, respectively, and approximately 55% and 52%, in the nine months ended September 30, 2017 and 2016, respectively. Similar to RANA, RAEU services its customers via tolling and buy/sell arrangements.
Corporate and Other
Operating costs in Corporate and Other relate to administrative, financial and human resource activities related to the oversight of our operating segments, implementation of our acquisition and growth strategies, management of our discontinued operations, and maintenance of our public company status. We do not include such costs within our measure of segment profitability and they are, therefore, excluded from segment results of operations. Corporate and Other also includes the results of operating entities that do not meet the threshold of a reportable segment.
Discontinued Operations
Discontinued operations present the financial condition and results of operations of the businesses and operations of our subsidiary SGGH that have been sold, or have been discontinued and meet the criteria to be classified as a discontinued operation.
Critical Measures of Our Financial Performance
The financial performance of our operating segments, and in particular our CODM’s measure of profitability, is Segment Adjusted EBITDA, or earnings before interest, taxes, depreciation and amortization, and excludes items of a nonoperational nature that may include unrealized and certain realized gains and losses on derivative financial instruments, charges and expenses related to acquisitions, management fees, and certain other gains and losses. Segment Adjusted EBITDA is evaluated by management in both gross dollars and on a per tonne basis. Although the business operations of our two operating segments are largely similar, the geographical competitive dynamics impact overall segment performance, including volume, tolling and buy/sell mix, and scrap spread performance as described below. See “
Non-GAAP Financial Measures
” below for a further discussion of our use of non-GAAP financial measures.
In both RANA and RAEU, Real Alloy conducts business with its customers primarily through tolling arrangements and buy/sell arrangements. Under tolling arrangements, customers deliver their own aluminum scrap and by-products and pay Real Alloy a fee to convert the material into usable recycled metal. Tolling arrangements provide Real Alloy benefits through commodity price risk reduction, earnings stability, and consistent returns on invested capital given the reduced working capital needs associated with tolling arrangements. Under buy/sell arrangements, scrap units are purchased in the open market, including from scrap dealers, customers, and other producers, and are processed and sold as wrought or cast alloys to customer specifications. The buy/sell portion of Real Alloy’s business has a more significant impact on reported revenues and cost of sales compared to tolling arrangements, as the cost of metal is included in both revenues and cost of sales.
Two of the most important drivers of financial performance for Real Alloy are the volumes invoiced, and the mix of that volume between tolling and buy/sell arrangements. Increased volume will normally result in additional revenue, lower per unit costs, and associated higher gross profit. Increased processing under tolling arrangements results in lower revenues and generally higher gross margin percentages compared to buy/sell arrangements. Tolling arrangements also reduce exposure to the risk of changing metal prices and working capital requirements. Although tolling agreements are beneficial in these ways, the percentage of Real Alloy’s volumes under these arrangements is limited by the amount of scrap their customers own and the extent to which they are willing to enter into such arrangements.
Gross profit and margins are also impacted by scrap spreads, the fees charged to customers to process metal, and conversion costs. Scrap spreads represent the difference between the cost of purchased aluminum scrap and the price of secondary metal produced and sold. An increase in scrap prices does not have a negative impact on gross profit, provided that secondary alloy prices have increased at a similar rate. Compared to aluminum rolling companies, Real Alloy is not as sensitive to metal price fluctuations since scrap is generally procured to satisfy customer requirements approximately one month in advance of production and delivery. Real Alloy strives to maximize its scrap spreads by utilizing all grades of aluminum scrap and optimizing metal blends and recovery rates. Aluminum scrap prices tend to be determined regionally and are typically impacted by supply and demand dynamics of the local region. While aluminum scrap and secondary aluminum alloy prices may trend in a similar direction as primary aluminum prices, the extent of price movements is not highly correlated in the short-term and the sales price for secondary alloy may lag changes in scrap prices. Real Alloy’s financial results have been significantly impacted by a steady decline in scrap spreads in North America which began in early 2015 and bottomed out in early 2017, roughly correlating to the decrease of secondary alloy prices. Secondary alloy prices have risen for the third consecutive quarter in 2017 and have risen at a faster rate than indicative scrap prices during the period as well, resulting in an improved scrap spread environment, which is now near historical averages. Additionally, recycling operations are labor intensive and require a significant amount of energy (primarily natural gas and electricity) to melt aluminum, which are the two largest components of conversion costs.
The following table reflects historical average prices for several of the metal indices that we reference in our public comments and can impact the Real Alloy business, which includes the following:
|
·
|
|
LME is the London Metal Exchange cash official settlement price of primary aluminum.
|
|
·
|
|
Midwest Premium (“MWP”) approximates the cost of freight and handling to ship aluminum from LME warehouses to the mid-western U.S., and can fluctuate based upon supply and demand dynamics. The duty-paid Rotterdam premium is the European equivalent of MWP.
|
|
·
|
|
P1020 is the LME price plus the MWP, which represents the price of primary aluminum delivered.
|
|
·
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|
P1020 and LME + duty paid Rotterdam premium prices are generally correlated to the selling prices of products sold to rolling mills, extruders and other wrought aluminum processors, as well as high-purity alloys sold to automotive end-markets.
|
|
·
|
|
MW380, or Platts Metals Week 380, is an indicative price range published by Platts that is often used in establishing pricing formulas for a common aluminum alloy used primarily in casting automotive parts in the U.S.
|
|
·
|
|
MB226, or Metal Bulletin 226, is an indicative price range published by Metal Bulletin that is often used in establishing pricing formulas for a common aluminum alloy used primarily in casting automotive parts in Europe.
|
|
·
|
|
The Average Scrap Price is the arithmetic average of the prices published by Platts for three scrap types (twitch, cast and turnings) that are a component of RANA’s scrap input mix.
|
Note that the average scrap prices reported in the table below are only meant to serve as a directional indication of scrap prices and do not represent RANA’s actual scrap mix or margins, which are further impacted by metal recoveries from our scrap mix.
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|
YOY
|
|
QOQ
|
|
|
2Q 2016
|
|
3Q 2016
|
|
4Q 2016
|
|
1Q 2017
|
|
2Q 2017
|
|
3Q 2017
|
|
Change
|
|
Change
|
RANA Market Prices
|
|
|
|
|
|
|
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(Dollar per Metric Tonne)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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LME
|
|
$
|
1,571
|
|
$
|
1,620
|
|
$
|
1,710
|
|
$
|
1,850
|
|
$
|
1,911
|
|
$
|
2,011
|
|
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24%
|
|
|
5%
|
P1020
|
|
|
1,744
|
|
|
1,762
|
|
|
1,878
|
|
|
2,063
|
|
|
2,110
|
|
|
2,185
|
|
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24%
|
|
|
4%
|
MW380
|
|
|
1,874
|
|
|
1,837
|
|
|
1,812
|
|
|
1,943
|
|
|
2,007
|
|
|
2,040
|
|
|
11%
|
|
|
2%
|
Average Scrap Price
|
|
|
1,341
|
|
|
1,309
|
|
|
1,284
|
|
|
1,378
|
|
|
1,405
|
|
|
1,332
|
|
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2%
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|
(5)%
|
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|
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|
RAEU Market Prices
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(Euro per Metric Tonne)
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|
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|
|
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|
|
|
LME
|
|
€
|
1,391
|
|
€
|
1,452
|
|
€
|
1,587
|
|
€
|
1,737
|
|
€
|
1,738
|
|
€
|
1,712
|
|
|
18%
|
|
|
(1)%
|
LME + duty paid Rotterdam premium
|
|
|
1,506
|
|
|
1,558
|
|
|
1,706
|
|
|
1,873
|
|
|
1,869
|
|
|
1,846
|
|
|
18%
|
|
|
(1)%
|
MB226
|
|
|
1,637
|
|
|
1,628
|
|
|
1,591
|
|
|
1,764
|
|
|
1,785
|
|
|
1,762
|
|
|
8%
|
|
|
(1)%
|
Management Commentary
Although the scrap spread environment in North America, improved from the second quarter of 2017 to the third quarter of 2017, Real Alloy’s Segment Adjusted EBITDA decreased sequentially from $17.2 million to $13.5 million, due to lower volumes and slightly changed business mix with an estimated negative impact of $2.4 million, negative contribution from the Beck facilities of $1.4 million, and the nonrecurring events discussed below. In addition to the lower SG&A expenses, the more favorable scrap spread environment contributed an improvement of $0.7 million.
We believe the continued improvement in scrap spreads in the third quarter should indicate continued improvements in Segment Adjusted EBITDA in the fourth quarter.
In North America, MW380 pricing experienced an increase of $33 per tonne when comparing the three months ended September 30, 2017 to the three months ended June 30, 2017, while the published average scrap price decreased $73 per tonne for the same period.
In Europe, MB226 decreased €23 per tonne sequentially from the second quarter of 2017, while the scrap price environment remained stable.
Due to the nature of Real Alloy’s buy/sell arrangements, which are generally priced with formulas applied to secondary alloy prices from the prior period, there is generally a lag in the impact scrap spreads have on the financial results. Additionally, the scrap spread indicated using the above table does not take into account key factors such as metal recovery and alloying costs. As a result, our quarterly results more closely track the scrap spread environment of the prior quarter than the current quarter.
The third quarter typically has lower volumes than the second quarter due to customer seasonality, however Real Alloy’s third quarter financial results were further impacted by several one-time events in North America. Specifically, the third quarter financial results reflected cost overruns and lower metal recoveries relating to a series of start-up issues with new equipment installed at the Wabash, Indiana facility. In addition, the third quarter financial results were impacted by the effects of Hurricane Harvey on Real Alloy’s Houston, Texas and Monclova, Mexico operations, specifically related to production outages and increased freight costs. RANA’s third quarter financial results also include one-time start-up costs associated with restarting its Morgantown, Kentucky used beverage cans (“UBC”) recycling operation. Management estimates that the combined impact of these issues negatively impacted RANA’s Segment Adjusted EBITDA in the third quarter by approximately $2.8 million. Management further believes that these matters were nonrecurring in nature and that they will not impact ongoing results for the business. During the quarter, RANA benefited from two positive nonrecurring events, including reductions of an environmental reserve and bonus accrual with an estimated impact of $1.0 million to RANA’s Segment Adjusted EBITDA during the period.
Critical Accounting Policies and Estimates
Our accounting and reporting policies provide for our financial statements to be prepared and presented in accordance with GAAP and are fundamental to understanding our consolidated financial statements and this MD&A. Several of our policies are critical as they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and affect the reported amount of assets, liabilities, revenues and expenses included in the consolidated financial statements. Circumstances and events that differ significantly from those underlying our estimates, assumptions, and judgments could cause the actual amounts reported to differ significantly from these estimates. These policies govern the following areas and are described below:
|
i.
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Consolidation of variable interest entities;
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ii.
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Business combinations;
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iii.
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Revenue recognition;
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v.
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Market risk management using derivative financial instruments;
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vi.
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Currency translation;
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vii.
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Impairment of long-lived assets;
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viii.
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Environmental and asset retirement obligations;
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x.
|
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Deferred tax asset valuation; and
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xi.
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Goodwill and identifiable intangible assets.
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On an ongoing basis, we evaluate our estimates and assumptions based on historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable under the circumstances; however, actual results may differ significantly from these estimates and assumptions, which could have a material impact on the carrying value of assets and liabilities as of the balance sheet dates, and our results of operations for the reporting periods in the future.
There were no changes in our critical accounting policies during the nine months ended September 30, 2017, from those disclosed in the Annual Report.
Non-GAAP Financial Measures
A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated balance sheets, statements of operations, or statements of cash flows; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measures so calculated and presented. We report our financial results in accordance with GAAP; however, our CODM and management use Segment Adjusted EBITDA as the primary performance metric for the Company’s segments and believe this measure provides additional information commonly used by holders of our common stock, as well as the holders of the Senior Secured Notes and parties to the revolving credit facilities with respect to the ongoing performance of our underlying business activities. In addition, Segment Adjusted EBITDA is a component of certain covenants under the Indenture governing the Senior Secured Notes.
Our Segment Adjusted EBITDA calculation represents segment net earnings (loss) before interest, taxes, depreciation and amortization, and certain other items including, unrealized gains and losses on derivative financial instruments, charges and expenses related to acquisitions, and certain other gains and losses.
Segment Adjusted EBITDA as we use it may not be comparable to similarly titled measures used by other companies. We calculate Segment Adjusted EBITDA by eliminating the impact of a number of items we do not consider indicative of our ongoing operating performance and certain other items. Readers of our financial statements are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. While we disclose Segment Adjusted EBITDA as the primary performance metric of our segments in accordance with GAAP, it is not a financial measurement calculated in accordance with GAAP, and when analyzing our operating performance, investors should use Segment Adjusted EBITDA in addition to, and not as an alternative for, net earnings (loss), operating profit (loss) or any other performance measure derived in accordance with GAAP. Segment Adjusted EBITDA has limitations as an analytical tool, and it should not be considered in isolation, or as a substitute for, or superior to, our measures of financial performance prepared in accordance with GAAP.
These limitations include, but are not limited to the following:
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·
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|
Segment Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures, asset replacements or contractual commitments;
|
|
·
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|
Segment Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;
|
|
·
|
|
Segment Adjusted EBITDA does not reflect interest expense or cash requirements necessary to service interest and/or principal payments under our long-term debt;
|
|
·
|
|
Segment Adjusted EBITDA does not reflect certain tax payments that may represent a reduction in cash available to us; and
|
|
·
|
|
Segment Adjusted EBITDA does not reflect the operating results of Corporate and Other.
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Other companies, including companies in our industry, may calculate these measures differently and the degree of their usefulness as a comparative measure correspondingly decreases as the number of differences in computations increases.
In addition, in evaluating Segment Adjusted EBITDA it should be noted that in the future we may incur expenses similar to the adjustments in the reconciliation provided below under “
Segments’ Results of Operations.
” Our presentation of Segment Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.
Results of Operations
The following table presents selected components of our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
(In millions, except per share amounts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Revenues
|
|
$
|
332.8
|
|
$
|
314.9
|
|
$
|
1,020.1
|
|
$
|
945.2
|
Cost of sales
|
|
|
320.5
|
|
|
298.3
|
|
|
976.3
|
|
|
889.7
|
Gross profit
|
|
|
12.3
|
|
|
16.6
|
|
|
43.8
|
|
|
55.5
|
Selling, general and administrative expenses
|
|
|
12.4
|
|
|
18.1
|
|
|
39.2
|
|
|
48.1
|
Losses on derivative financial instruments, net
|
|
|
—
|
|
|
0.8
|
|
|
1.7
|
|
|
0.5
|
Amortization of identifiable intangible assets
|
|
|
0.6
|
|
|
0.5
|
|
|
1.8
|
|
|
1.8
|
Goodwill impairment
|
|
|
33.6
|
|
|
—
|
|
|
33.6
|
|
|
—
|
Other operating expense, net
|
|
|
0.5
|
|
|
0.7
|
|
|
2.1
|
|
|
2.6
|
Operating profit (loss)
|
|
|
(34.8)
|
|
|
(3.5)
|
|
|
(34.6)
|
|
|
2.5
|
Nonoperating expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
9.8
|
|
|
9.2
|
|
|
30.4
|
|
|
27.5
|
Change in fair value of common stock warrant liability
|
|
|
(0.9)
|
|
|
(1.9)
|
|
|
(3.2)
|
|
|
(2.6)
|
Income from equity method investment
|
|
|
(2.3)
|
|
|
—
|
|
|
(2.9)
|
|
|
—
|
Foreign exchange gains on intercompany loans
|
|
|
(1.1)
|
|
|
—
|
|
|
(3.3)
|
|
|
(1.0)
|
Other, net
|
|
|
0.2
|
|
|
0.5
|
|
|
0.5
|
|
|
0.3
|
Total nonoperating expense, net
|
|
|
5.7
|
|
|
7.8
|
|
|
21.5
|
|
|
24.2
|
Loss from continuing operations before income taxes
|
|
|
(40.5)
|
|
|
(11.3)
|
|
|
(56.1)
|
|
|
(21.7)
|
Income tax expense (benefit)
|
|
|
—
|
|
|
(0.5)
|
|
|
1.9
|
|
|
0.4
|
Loss from continuing operations
|
|
|
(40.5)
|
|
|
(10.8)
|
|
|
(58.0)
|
|
|
(22.1)
|
Earnings from discontinued operations, net of income taxes
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
Net loss
|
|
|
(40.5)
|
|
|
(10.8)
|
|
|
(58.0)
|
|
|
(22.0)
|
Earnings from continuing operations attributable to noncontrolling interest
|
|
|
0.3
|
|
|
0.1
|
|
|
0.7
|
|
|
0.5
|
Net loss attributable to Real Industry, Inc.
|
|
$
|
(40.8)
|
|
$
|
(10.9)
|
|
$
|
(58.7)
|
|
$
|
(22.5)
|
LOSS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Real Industry, Inc.
|
|
$
|
(40.8)
|
|
$
|
(10.9)
|
|
$
|
(58.7)
|
|
$
|
(22.5)
|
Dividends on Redeemable Preferred Stock, in-kind
|
|
|
—
|
|
|
(0.5)
|
|
|
—
|
|
|
(1.4)
|
Dividends on Redeemable Preferred Stock, in cash or accrued
|
|
|
(0.6)
|
|
|
—
|
|
|
(1.7)
|
|
|
—
|
Accretion of fair value adjustment to Redeemable Preferred Stock
|
|
|
(0.2)
|
|
|
(0.2)
|
|
|
(0.7)
|
|
|
(0.8)
|
Net loss available to common stockholders
|
|
$
|
(41.6)
|
|
$
|
(11.6)
|
|
$
|
(61.1)
|
|
$
|
(24.7)
|
Basic and diluted loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(1.43)
|
|
$
|
(0.40)
|
|
$
|
(2.11)
|
|
$
|
(0.85)
|
Discontinued operations
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Basic and diluted loss per share
|
|
$
|
(1.43)
|
|
$
|
(0.40)
|
|
$
|
(2.11)
|
|
$
|
(0.85)
|
Consolidated Results of Operations – Comparison of the Three Months Ended September 30, 2017 and 2016
Net loss available to common stockholders for the three months ended September 30, 2017 was $40.8 million, or $1.43 loss per basic and diluted share, compared to net loss available to common stockholders for the three months ended September 30, 2016 of $10.9 million, or $0.40 loss per basic and diluted share. For the three months ended September 30, 2017, net loss was $40.5 million, compared to net loss of $10.8 million for the three months ended September 30, 2016. The reduction in net loss available to common stockholders and net loss for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was largely due to a $33.6 million noncash goodwill impairment charge.
Real Alloy Segment Adjusted EBITDA for the three months ended September 30, 2017 was $13.5 million compared to $16.9 million for the three months ended September 30, 2016, or a reduction from $58 to $47 per tonne. Total reported volumes decreased slightly by 3.9 kt, as buy/sell volume decreased by 6.0 kt, offset by a 2.1 kt increase in tolling volume. See “
Segments’ Results of Operations
” for more details on Real Alloy’s financial performance during the periods presented.
Consolidated Results of Operations – Comparison of the Nine Months Ended September 30, 2017 and 2016
Net loss available to common stockholders for the nine months ended September 30, 2017 was $58.7 million, or $2.11 loss per basic and diluted share, compared to net loss available to common stockholders for the nine months ended September 30, 2016 of $22.5 million, or $0.85 loss per basic and diluted share. For the nine months ended September 30, 2017, net loss was $58.0 million, compared to net loss of $22.0 million for the nine months ended September 30, 2016. The reduction in net loss available to common stockholders and net loss for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was largely due to a $33.6 million noncash goodwill impairment charge.
Real Alloy Segment Adjusted EBITDA for the nine months ended September 30, 2017 was $43.0 million compared to $56.1 million for the nine months ended September 30, 2016, or a reduction from $64 to $49 per tonne. Total reported volumes decreased by 8.4 kt, as tolling volume decreased by 25.3 kt, offset by buy/sell volume, which increased by 16.9 kt. See “
Segments’ Results of Operations
” for more details on Real Alloy’s financial performance during the periods presented.
Segments’ Results of Operations – Comparison of the Three Months Ended September 30, 2017 and 2016
The following tables present our segment results of operations for the three months ended September 30, 2017 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2017
|
(Dollars in millions, except per tonne information, tonnes in thousands)
|
|
RANA
|
|
RAEU
|
|
Corporate and
Other
|
|
Total
|
Metric tonnes invoiced:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tolling arrangements
|
|
|
96.8
|
|
|
53.0
|
|
|
|
|
|
149.8
|
Buy/sell arrangements
|
|
|
96.6
|
|
|
41.0
|
|
|
|
|
|
137.6
|
Total metric tonnes invoiced
|
|
|
193.4
|
|
|
94.0
|
|
|
|
|
|
287.4
|
Revenues
|
|
$
|
213.0
|
|
$
|
119.8
|
|
$
|
—
|
|
$
|
332.8
|
Cost of sales
|
|
|
209.3
|
|
|
111.2
|
|
|
—
|
|
|
320.5
|
Gross profit
|
|
$
|
3.7
|
|
$
|
8.6
|
|
$
|
—
|
|
$
|
12.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
5.7
|
|
$
|
4.9
|
|
$
|
1.8
|
|
$
|
12.4
|
Depreciation and amortization
|
|
$
|
8.1
|
|
$
|
3.7
|
|
$
|
—
|
|
$
|
11.8
|
Capital expenditures
|
|
$
|
3.4
|
|
$
|
2.0
|
|
$
|
—
|
|
$
|
5.4
|
Segment Adjusted EBITDA
|
|
$
|
5.6
|
|
$
|
7.9
|
|
|
|
|
$
|
13.5
|
Segment Adjusted EBITDA per metric tonne invoiced
|
|
$
|
29
|
|
$
|
84
|
|
|
|
|
$
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2016
|
(Dollars in millions, except per tonne information, tonnes in thousands)
|
|
RANA
|
|
RAEU
|
|
Corporate and
Other
|
|
Total
|
Metric tonnes invoiced:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tolling arrangements
|
|
|
98.9
|
|
|
48.8
|
|
|
|
|
|
147.7
|
Buy/sell arrangements
|
|
|
96.6
|
|
|
47.0
|
|
|
|
|
|
143.6
|
Total metric tonnes invoiced
|
|
|
195.5
|
|
|
95.8
|
|
|
|
|
|
291.3
|
Revenues
|
|
$
|
200.5
|
|
$
|
114.4
|
|
$
|
—
|
|
$
|
314.9
|
Cost of sales
|
|
|
192.3
|
|
|
105.9
|
|
|
0.1
|
|
|
298.3
|
Gross profit (loss)
|
|
$
|
8.2
|
|
$
|
8.5
|
|
$
|
(0.1)
|
|
$
|
16.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
6.7
|
|
$
|
3.9
|
|
$
|
7.5
|
|
$
|
18.1
|
Depreciation and amortization
|
|
$
|
8.1
|
|
$
|
3.1
|
|
$
|
0.1
|
|
$
|
11.3
|
Capital expenditures
|
|
$
|
4.0
|
|
$
|
3.4
|
|
$
|
—
|
|
$
|
7.4
|
Segment Adjusted EBITDA
|
|
$
|
9.0
|
|
$
|
7.9
|
|
|
|
|
$
|
16.9
|
Segment Adjusted EBITDA per metric tonne invoiced
|
|
$
|
46
|
|
$
|
82
|
|
|
|
|
$
|
58
|
RANA Segment
For the three months ended September 30, 2017 and 2016, RANA generated $213.0 million and $200.5 million of revenues, respectively. Total reported volumes decreased 2.1 kt in the third quarter of 2017 compared to 2016, as a result of a 2.1 kt decrease in tolling volume. Buy/sell volumes were flat quarter-over-quarter; however, the Beck Acquisition contributed 6.1 kt of incremental volume in the third quarter of 2017. The increase in revenue is primarily due to increased selling prices as LME and secondary alloy prices have increased year-over-year. During the three months ended September 30, 2017, tolling and buy/sell arrangements each represented 50% of RANA’s total invoiced volume, compared to 51% tolling arrangements and 49% buy/sell arrangements in the three months ended September 30, 2016.
Gross profit for RANA was $3.7 million for the three months ended September 30, 2017, representing a margin of 1.7% of segment revenues, compared to gross profit of $8.2 million for the three months ended September 30, 2016, representing a margin of 4.1% of segment revenues. The decrease in gross profit was due to a reduction in volume and certain nonrecurring events and the negative contribution from the Beck facilities, offset by improved scrap spreads.
The following nonrecurring events impacted the results of RANA’s financial performance in 2017, compared to the same period in 2016. In July 2017, management installed new equipment at RANA’s Wabash, Indiana facility that experienced a series of start-up issues resulting in cost over-runs and lower metal recoveries throughout the third quarter. In August, Hurricane Harvey impacted operations at RANA’s Houston, Texas and Monclova, Mexico facilities, affecting production levels in Houston and profitability at both facilities. In September, RANA recognized start-up costs associated with restarting its Morgantown, Kentucky UBC recycling operation to support a new customer contract. Management estimates that the combined impact of these issues negatively impacted RANA’s gross profit in the third quarter by approximately $2.8 million.
SG&A expenses were $5.7 million for the three months ended September 30, 2017, compared to $6.7 million for the three months ended September 30, 2016. The $1.0 million decrease primarily related to lower compensation and other cost reduction efforts in RANA during 2017. The most significant components of RANA’s SG&A expenses for the three months ended September 30, 2017 and 2016 were compensation and professional fees totaling $3.2 million and $1.2 million, compared to $3.6 million and $1.7 million, respectively. Additionally, SG&A expenses in the 2016 period included costs incurred under the Aleris Transition Services Agreement (“TSA”).
For the three months ended September 30, 2017 and 2016, RANA generated $5.6 million and $9.0 million of Segment Adjusted EBITDA, respectively, which is a reduction from $46 to $29 per metric tonne. See
“Reconciliation of Segment Adjusted EBITDA to Net Loss”
below for detail of the items excluded from Net loss to determine Segment Adjusted EBITDA for the periods presented. As discussed in “
Critical Measures of our Financial Performance
,” reported volumes, the mix of business between tolling and buy/sell arrangements, and scrap spreads are the most critical factors in the measure of profitability at the segment level. Although the indicative and actual scrap spread environments improved from the second quarter of 2017 to the third quarter of 2017 with an estimated positive impact of $0.7 million, RANA’s Segment Adjusted EBITDA decreased due to lower volumes and slightly changed business mix with an estimated impact of negative $2.4 million, a negative contribution from the Beck facilities of $1.4 million, and negative $1.8 million from the nonrecurring events discussed above net of the reversal of two liabilities during the period.
RANA had no realized or unrealized gains or losses on derivative financial instruments in three months ended September 30, 2017. In the three months ended September 30, 2016, RANA recognized $0.4 million of losses on derivative financial instruments, including $0.5 million of unrealized losses. Generally, realized gains or losses represent the cash paid or received upon settlement of our derivative financial instruments, which offsets the corresponding loss or gain realized on the physical material included in cost of sales. Unrealized gains or losses reflect the change in the fair value of derivative financial instruments from the later of the end of the prior period or our entering into the derivative instrument, as well as the reversal of previously recorded unrealized gains or losses for derivatives that settled during the period.
For each of the three months ended September 30, 2017 and 2016, depreciation and amortization was $8.1 million. During the three months ended September 30, 2017 and 2016, capital expenditures were $3.4 million and $4.0 million, respectively.
We initiated goodwill impairment tests as of September 30, 2017. Based on the preliminary results of the goodwill impairment test, we determined that a goodwill impairment is probable and estimable. In accordance with ASC 350, as the impairment was probable and estimable, we recorded a goodwill impairment charge of $33.6 million in the three months ended September 30, 2017. See Note 5—
Goodwill and Identifiable Intangible Assets, Net
in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report for more information about the impairment analysis.
RAEU Segment
For the three months ended September 30, 2017 and 2016, RAEU generated $119.8 million and $114.4 million of revenues, respectively. Total reported volumes decreased 1.8 kt in the third quarter of 2017, compared to 2016, as a result of a 6.0 kt decrease in buy/sell volume, partially offset by a 4.2 kt increase in tolling volume. The increase in revenue is primarily due to increased selling prices as LME and secondary alloy prices increased year-over-year. During the three months ended September 30, 2017, customer tolling arrangements represented 56% of total invoiced volume, while buy/sell arrangements represented 44%, compared to 51% tolling arrangements and 49% buy/sell arrangements in the three months ended September 30, 2016.
Gross profit for RAEU was $8.6 million for the three months ended September 30, 2017, representing a margin of 7.2% of segment revenues, compared to $8.5 million of gross profit for the three months ended September 30, 2016, representing a gross margin of 7.4% of segment revenues. The increase in gross profit was due to improved scrap spreads.
SG&A expenses were $4.9 million and $3.9 million for the three months ended September 30, 2017 and 2016, respectively. The $1.0 million increase in SG&A expenses primarily related to an increase in hardware and software maintenance expenses and start-up production costs. The most significant component of RAEU’s SG&A expenses for the three months ended September 30, 2017 and 2016 was compensation, totaling $2.7 million and $2.4 million, respectively.
For each of the three months ended September 30, 2017 and 2016, RAEU generated $7.9 million of Segment Adjusted EBITDA, representing an increase from $82 to $84 per metric tonne year-over-year. The market environment in Europe remained strong in the third quarter of 2017, as scrap spreads continued to improve.
RAEU recognized no gains or losses on derivative financial instruments in the three months ended September 30, 2017, compared to $0.4 million of losses in the three months ended September 30, 2016. In the three months ended September 30, 2017, RAEU had $0.3 million unrealized gains, compared to $0.2 million of unrealized losses in the three months ended September 30, 2016.
During the three months ended September 30, 2017 and 2016, depreciation and amortization was $3.7 million and $3.1 million, respectively, and capital expenditures were $2.0 million and $3.4 million, respectively.
Segments’ Results of Operations – Comparison of the Nine Months Ended September 30, 2017 and 2016
The following tables present our segment results of operations for the nine months ended September 30, 2017 and 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2017
|
(Dollars in millions, except per tonne information, tonnes in thousands)
|
|
RANA
|
|
RAEU
|
|
Corporate and
Other
|
|
Total
|
Metric tonnes invoiced:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tolling arrangements
|
|
|
269.7
|
|
|
157.2
|
|
|
|
|
|
426.9
|
Buy/sell arrangements
|
|
|
315.1
|
|
|
127.1
|
|
|
|
|
|
442.2
|
Total metric tonnes invoiced
|
|
|
584.8
|
|
|
284.3
|
|
|
|
|
|
869.1
|
Revenues
|
|
$
|
673.0
|
|
$
|
347.1
|
|
$
|
—
|
|
$
|
1,020.1
|
Cost of sales
|
|
|
654.8
|
|
|
321.5
|
|
|
—
|
|
|
976.3
|
Gross profit
|
|
$
|
18.2
|
|
$
|
25.6
|
|
$
|
—
|
|
$
|
43.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
18.6
|
|
$
|
13.1
|
|
$
|
7.5
|
|
$
|
39.2
|
Depreciation and amortization
|
|
$
|
23.1
|
|
$
|
10.3
|
|
$
|
—
|
|
$
|
33.4
|
Capital expenditures
|
|
$
|
8.7
|
|
$
|
7.2
|
|
$
|
—
|
|
$
|
15.9
|
Segment Adjusted EBITDA
|
|
$
|
20.6
|
|
$
|
22.4
|
|
|
|
|
$
|
43.0
|
Segment Adjusted EBITDA per metric tonne invoiced
|
|
$
|
35
|
|
$
|
79
|
|
|
|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2016
|
(Dollars in millions, except per tonne information, tonnes in thousands)
|
|
RANA
|
|
RAEU
|
|
Corporate and
Other
|
|
Total
|
Metric tonnes invoiced:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tolling arrangements
|
|
|
298.7
|
|
|
153.5
|
|
|
|
|
|
452.2
|
Buy/sell arrangements
|
|
|
292.5
|
|
|
132.8
|
|
|
|
|
|
425.3
|
Total metric tonnes invoiced
|
|
|
591.2
|
|
|
286.3
|
|
|
|
|
|
877.5
|
Revenues
|
|
$
|
613.7
|
|
$
|
331.5
|
|
$
|
—
|
|
$
|
945.2
|
Cost of sales
|
|
|
575.6
|
|
|
314.0
|
|
|
0.1
|
|
|
889.7
|
Gross profit (loss)
|
|
$
|
38.1
|
|
$
|
17.5
|
|
$
|
(0.1)
|
|
$
|
55.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
21.8
|
|
$
|
11.9
|
|
$
|
14.4
|
|
$
|
48.1
|
Depreciation and amortization
|
|
$
|
23.6
|
|
$
|
12.9
|
|
$
|
0.1
|
|
$
|
36.6
|
Capital expenditures
|
|
$
|
11.5
|
|
$
|
7.1
|
|
$
|
—
|
|
$
|
18.6
|
Segment Adjusted EBITDA
|
|
$
|
36.5
|
|
$
|
19.6
|
|
|
|
|
$
|
56.1
|
Segment Adjusted EBITDA per metric tonne invoiced
|
|
$
|
62
|
|
$
|
68
|
|
|
|
|
$
|
64
|
RANA Segment
For the nine months ended September 30, 2017 and 2016, RANA generated $673.0 million and $613.7 million of revenues, respectively. The increase in revenue was driven by increased selling prices and the shift to a greater percentage of buy/sell volume. Total reported volumes decreased 6.4 kt in 2017, as a result of a 29.0 kt decrease in tolling volume, offset by a 22.6 kt increase in buy/sell volume. The increase in buy/sell volume was achieved through increased sales efforts, as well as the results of the Beck Acquisition, the operations of which contributed 24.4 kt of incremental volume year-over-year. During the nine months ended September 30, 2017, tolling arrangements represented 46% of RANA’s total invoiced volume, while buy/sell arrangements represented 54%, compared to 51% tolling arrangements and 49% buy/sell arrangements in the nine months ended September 30, 2016.
Gross profit for RANA was $18.2 million for the nine months ended September 30, 2017, representing a margin of 2.7% of segment revenues, compared to gross profit of $38.1 million for the nine months ended September 30, 2016, representing a margin of 6.2% of segment revenues. The decrease in gross profit was due to a reduction in volume and certain nonrecurring events, offset by improved scrap spreads.
The following nonrecurring events impacted the results of RANA’s financial performance in 2017, compared to the same period in 2016. In July 2017, management installed new equipment at RANA’s Wabash, Indiana facility that experienced a series of start-up issues resulting in cost overruns and lower metal recoveries throughout the third quarter. In August, Hurricane Harvey impacted operations at RANA’s Houston, Texas and Monclova, Mexico facilities affecting production levels in Houston and profitability at both facilities. In September, RANA recognized start-up costs associated with restarting its Morgantown, Kentucky UBC recycling operation to support a new customer contract. Management estimates that the combined impact of these issues negatively impacted RANA’s gross profit in the nine months ended September 30, 2017 by approximately $2.8 million.
SG&A expenses were $18.6 million for the nine months ended September 30, 2017, compared to $21.8 million for the nine months ended September 30, 2016. The $3.2 million decrease primarily relates to cost reduction efforts in RANA during 2017 and the termination of the Aleris TSA for support received for information technology services, treasury services, accounts payable, credit/collection services, and human resource services. The most significant components of RANA’s SG&A expenses for the nine months ended September 30, 2017 and 2016 were compensation and professional fees totaling $10.7 million and $4.1 million in 2017, respectively, compared to $12.2 million and $5.2 million in 2016, respectively. Additionally, SG&A expenses in the 2016 period included costs incurred under the Aleris TSA.
For the nine months ended September 30, 2017 and 2016, RANA generated $20.6 million and $36.5 million of Segment Adjusted EBITDA, respectively, which is a reduction from $62 to $35 per metric tonne.
RANA’s Segment Adjusted EBITDA decreased due to lower volumes and slightly changed business mix with an estimated impact of negative $6.6 million, a negative contribution from the Beck facilities of $2.0 million, negative $1.8 million from the nonrecurring events discussed above net of the reversal of two liabilities during the period, and a decrease in scrap spreads negatively contributing $8.7 million, partially offset lower SG&A expenses described above.
RANA recognized $0.5 million of losses on derivative financial instruments in the nine months ended September 30, 2017, compared to $0.1 million of losses in the comparative period in 2016. In the nine months ended September 30, 2017, RANA had $0.6 million of unrealized losses on derivative financial instruments, compared to $0.7 million of unrealized gains in the nine months ended September 30, 2016.
During the nine months ended September 30, 2017 and 2016, depreciation and amortization was $23.1 million and $23.6 million, respectively, and capital expenditures were $8.7 million and $11.5 million, respectively.
We initiated goodwill impairment tests as of September 30, 2017. Based on the preliminary results of the goodwill impairment test, we determined that a goodwill impairment is probable and estimable. As the impairment was probable and estimable, we recorded a goodwill impairment charge of $33.6 million in the nine months ended September 30, 2017. See Note 5—
Goodwill and Identifiable Intangible Assets, Net
in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report for more information about the impairment analysis.
RAEU Segment
For the nine months ended September 30, 2017 and 2016, RAEU generated $347.1 million and $331.5 million of revenue, respectively. Total reported volumes decreased 2.0 kt in 2017 compared to the prior year as a result of a 5.7 kt decrease in buy/sell volume, partially offset by 3.7 kt increase in tolling volume. The increase in revenue was primarily due to increased selling prices, as LME and secondary alloy prices have increased year-over-year. During the nine months ended September 30, 2017 and 2016, customer tolling arrangements represented 55% and 54% of total invoiced volume, respectively, while buy/sell arrangements represented 45% and 46%, respectively.
Gross profit for RAEU was $25.6 million for the nine months ended September 30, 2017, representing a margin of 7.4% of segment revenues, compared to $17.5 million of gross profit for the nine months ended September 30, 2016, representing a gross margin of 5.3% of segment revenues. The increase in gross profit was primarily due to improved scrap spreads and a depreciation expense correction in the nine months ended September 30, 2016 that resulted in $3.7 million of out-of-period depreciation expense. Cost of sales also included $0.9 million of amortization of purchase accounting adjustments to inventory supplies in the nine months ended September 30, 2016.
SG&A expenses were $13.1 million and $11.9 million for the nine months ended September 30, 2017 and 2016, respectively. The $1.2 million increase in SG&A expenses primarily related to an increase in hardware and software maintenance expenses and start-up production costs and a slight increase in personnel costs. The most significant component of RAEU’s SG&A expenses for the nine months ended September 30, 2017 and 2016 was compensation, totaling $7.4 million in 2017, comparable with the first nine months of 2016.
For the nine months ended September 30, 2017 and 2016, RAEU generated $22.4 million and $19.6 million of Segment Adjusted EBITDA, respectively, which is an increase from $68 to $79 per metric tonne. Higher scrap spreads and favorable pricing effects contributed to approximately $2.9 million of the increase in Segment Adjusted EBITDA, which was offset slightly by the decrease in volume.
RAEU recognized $1.2 million of losses on derivative financial instruments in the nine months ended September 30, 2017, compared to $0.4 million of losses in the nine months ended September 30, 2016. In the nine months ended September 30, 2017, RAEU had $0.5 million of unrealized gains, compared to $0.2 million of unrealized gains in the nine months ended September 30, 2016.
During the nine months ended September 30, 2017 and 2016, depreciation and amortization was $10.3 million and $12.9 million, respectively, and capital expenditures were $7.2 million and $7.1 million, respectively. Depreciation expense recorded in the nine months ended September 30, 2016 included a $3.8 million correction from 2015, with $3.7 million classified in cost of sales and $0.1 million in SG&A expenses.
Reconciliation of Segment Adjusted EBITDA to Net Loss
The following is a reconciliation of Segment Adjusted EBITDA to consolidated net loss for the three and nine months ended September 30, 2017 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Segment Adjusted EBITDA
|
|
$
|
13.5
|
|
$
|
16.9
|
|
$
|
43.0
|
|
$
|
56.1
|
Unrealized gains (losses) on derivative financial instruments
|
|
|
0.3
|
|
|
(0.6)
|
|
|
(0.1)
|
|
|
0.9
|
Segment depreciation and amortization
|
|
|
(11.8)
|
|
|
(11.3)
|
|
|
(33.4)
|
|
|
(36.6)
|
Amortization of inventories and supplies purchase accounting adjustments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9)
|
Corporate and Other selling, general and administrative expenses
|
|
|
(1.8)
|
|
|
(7.5)
|
|
|
(7.5)
|
|
|
(14.4)
|
Goodwill impairment
|
|
|
(33.6)
|
|
|
—
|
|
|
(33.6)
|
|
|
—
|
Other, net
|
|
|
(1.4)
|
|
|
(1.0)
|
|
|
(3.0)
|
|
|
(2.6)
|
Operating profit (loss)
|
|
|
(34.8)
|
|
|
(3.5)
|
|
|
(34.6)
|
|
|
2.5
|
Interest expense, net
|
|
|
(9.8)
|
|
|
(9.2)
|
|
|
(30.4)
|
|
|
(27.5)
|
Change in fair value of common stock warrant liability
|
|
|
0.9
|
|
|
1.9
|
|
|
3.2
|
|
|
2.6
|
Foreign exchange gains on intercompany loans
|
|
|
1.1
|
|
|
—
|
|
|
3.3
|
|
|
1.0
|
Income from equity method investment
|
|
|
2.3
|
|
|
—
|
|
|
2.9
|
|
|
—
|
Other nonoperating expense, net
|
|
|
(0.2)
|
|
|
(0.5)
|
|
|
(0.5)
|
|
|
(0.3)
|
Income tax expense (benefit)
|
|
|
—
|
|
|
0.5
|
|
|
(1.9)
|
|
|
(0.4)
|
Earnings from discontinued operations, net of income taxes
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
Net loss
|
|
$
|
(40.5)
|
|
$
|
(10.8)
|
|
$
|
(58.0)
|
|
$
|
(22.0)
|
Operating Costs Outside of Reportable Segments—Comparison of the Three and Nine Months Ended September 30, 2017 and 2016
The following table provides information about operating costs included in Corporate and Other, which generally relate to administrative, financial and human resource activities related to the oversight of our operating segments, implementation of our acquisition and growth strategies, management of our discontinued operations, and maintaining our public company status and operating segments that do not meet the criteria of a reportable segment, for the three and nine months ended September 30, 2017 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Selling, general and administrative expenses
|
$
|
1.8
|
|
$
|
7.5
|
|
$
|
7.5
|
|
$
|
14.4
|
Other operating expense, net
|
|
0.1
|
|
|
—
|
|
|
0.5
|
|
|
—
|
Corporate and Other operating costs
|
$
|
1.9
|
|
$
|
7.5
|
|
$
|
8.0
|
|
$
|
14.4
|
Operating costs in Corporate and Other, including Cosmedicine, which does not meet the threshold of a reportable segment or a discontinued operation, were primarily related to SG&A expenses. The largest categories of SG&A include compensation expense and professional fees. During the three months ended September 30, 2017 and 2016, $0.6 million and $2.0 million, respectively, of SG&A expenses related to noncash share-based compensation expense. For the nine months ended September 30, 2017 and 2016, $2.0 million and $3.0 million, respectively, related to noncash share-based compensation expense. Compensation costs in the three and nine months ended September 30, 2016 included approximately $2.0 million in severance payments to a former executive.
Nonoperating expenses and income
The following table provides details of nonoperating expenses and income for the three and nine months ended September 30, 2017 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Interest expense, net
|
$
|
9.8
|
|
$
|
9.2
|
|
$
|
30.4
|
|
$
|
27.5
|
Change in fair value of common stock warrant liability
|
|
(0.9)
|
|
|
(1.9)
|
|
|
(3.2)
|
|
|
(2.6)
|
Income from equity method investment
|
|
(2.3)
|
|
|
—
|
|
|
(2.9)
|
|
|
—
|
Foreign exchange gains on intercompany loans
|
|
(1.1)
|
|
|
—
|
|
|
(3.3)
|
|
|
(1.0)
|
Other, net
|
|
0.2
|
|
|
0.5
|
|
|
0.5
|
|
|
0.3
|
Total nonoperating expense, net
|
$
|
5.7
|
|
$
|
7.8
|
|
$
|
21.5
|
|
$
|
24.2
|
Interest expense, net
Interest expense, net is primarily related to long-term debt and the Factoring Facility. Included in interest expense is the amortization of debt issuance costs, which represent original issue discounts, placement and advisory fees, legal, accounting and other costs associated with issuing such debt. For the three months ended September 30, 2017 and 2016, the amortization of debt issuance costs included in interest expense was $1.4 million and $1.3 million, respectively. The amortization of debt issuance costs included in interest expense in the nine months ended September 30, 2017 and 2016 was $5.5 million and $3.7 million, respectively. Of the $5.5 million of debt issuance costs recognized during the nine months ended September 30, 2017, $1.4 million related to the write-off of unamortized debt issuance costs associated with the termination of the Asset-Based Facility.
Income from equity method investment
During the three and nine months ended September 30, 2017, we recorded $2.3 million and $2.9 million, respectively of income related to Beck Trading which was acquired in November 2016. Under the operating agreement of Beck Trading, Real Alloy is allocated the first $2.0 million of taxable income, and thereafter income allocation will be based on equity ownership percentages. As of September 30, 2017, Real Alloy was allocated $1.8 million in first dollar allocations under the operating agreement.
Other nonoperating expenses and income
During the three and nine months ended September 30, 2017 and 2016, we reported noncash nonoperating income from the change in fair value of common stock warrant liability, which represents a decline in the fair value of our common stock warrant liability. See Note 12—
Derivative and Other Financial Instruments and Fair Value Measurements
in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report for more information about the Warrants.
During the three months ended September 30, 2017 and the nine months ended September 30, 2017 and 2016, we reported noncash gains from the foreign exchange rate effect associated with Real Alloy’s intercompany loans that are not considered long-term in nature.
Income tax expense
At the end of each reporting period, we estimate the Company’s annual effective consolidated income tax rate. The estimate used for the period ended September 30, 2017 may change in subsequent periods. There was no income tax expense or benefit for the three months ended September 30, 2017, compared to income tax benefit of $0.5 million for the three months ended September 30, 2016. Income tax expense for the nine months ended September 30, 2017 was $1.9 million, compared to income tax expense of $0.4 million for the nine months ended September 30, 2016.
Discontinued Operations
Discontinued operations present the financial condition and results of operations of SGGH’s former businesses, specifically, certain of Fremont’s former operations. During the three and nine months ended September 30, 2017 and 2016, revenue and expense items were recognized, but were insignificant.
FINANCIAL CONDITION
The following table presents selected components of the Company’s unaudited condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016:
|
|
|
|
|
|
|
|
|
September 30,
|
|
December 31,
|
(In millions)
|
|
2017
|
|
2016
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
12.8
|
|
$
|
27.2
|
Trade accounts receivable, net
|
|
|
105.9
|
|
|
88.4
|
Financing receivable
|
|
|
28.1
|
|
|
28.4
|
Inventories
|
|
|
125.9
|
|
|
118.2
|
Prepaid expenses, supplies and other current assets
|
|
|
27.7
|
|
|
24.6
|
Total current assets
|
|
|
300.4
|
|
|
286.8
|
Property, plant and equipment, net
|
|
|
290.0
|
|
|
289.2
|
Equity method investment
|
|
|
7.9
|
|
|
5.0
|
Identifiable intangible assets, net
|
|
|
10.7
|
|
|
12.5
|
Goodwill
|
|
|
9.7
|
|
|
42.2
|
Other noncurrent assets
|
|
|
10.1
|
|
|
9.8
|
TOTAL ASSETS
|
|
$
|
628.8
|
|
$
|
645.5
|
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
|
Current liabilities:
|
|
|
|
|
|
|
Trade payables
|
|
$
|
121.2
|
|
$
|
115.8
|
Accrued liabilities
|
|
|
36.8
|
|
|
46.4
|
Long-term debt due within one year, net
|
|
|
387.7
|
|
|
2.3
|
Total current liabilities
|
|
|
545.7
|
|
|
164.5
|
Accrued pension benefits
|
|
|
47.5
|
|
|
42.0
|
Environmental liabilities
|
|
|
11.1
|
|
|
11.6
|
Long-term debt, net
|
|
|
5.0
|
|
|
354.2
|
Common stock warrant liability
|
|
|
1.2
|
|
|
4.4
|
Deferred income taxes, net
|
|
|
2.6
|
|
|
2.5
|
Other noncurrent liabilities
|
|
|
6.8
|
|
|
6.9
|
TOTAL LIABILITIES
|
|
|
619.9
|
|
|
586.1
|
Redeemable Preferred Stock
|
|
|
25.6
|
|
|
24.9
|
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
(16.7)
|
|
|
34.5
|
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
$
|
628.8
|
|
$
|
645.5
|
General
As discussed further below, total assets decreased $16.7 million to $628.8 million as of September 30, 2017, from $645.5 million as of December 31, 2016; total liabilities increased $33.8 million to $619.9 million as of September 30, 2017, from $586.1 million as of December 31, 2016; and total stockholders’ equity (deficit) decreased $51.2 million to a deficit of $16.7 million as of September 30, 2017, from equity of $34.5 million as of December 31, 2016.
The change in stockholders’ equity (deficit) resulted from a net loss during the period, dividends and accretion of the fair value adjustment to the Redeemable Preferred Stock, and a distribution to noncontrolling interest partially offset by the change in accumulated other comprehensive income (loss) and share-based compensation expense. See Note 7—
Stockholders’ Equity (Deficit) and Noncontrolling Interest
in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report for more details on changes in stockholders’ equity.
The following table presents the assets and liabilities of our reportable segments as of September 30, 2017 and December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
(In millions)
|
|
RANA
|
|
RAEU
|
|
RANA
|
|
RAEU
|
Segment Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
3.5
|
|
$
|
4.8
|
|
$
|
11.5
|
|
$
|
5.7
|
Trade accounts receivable, net
|
|
|
85.6
|
|
|
20.3
|
|
|
76.2
|
|
|
12.2
|
Financing receivable
|
|
|
—
|
|
|
28.1
|
|
|
—
|
|
|
28.4
|
Inventories
|
|
|
88.8
|
|
|
37.1
|
|
|
79.3
|
|
|
38.9
|
Prepaid expenses, supplies and other current assets
|
|
|
17.4
|
|
|
9.7
|
|
|
13.7
|
|
|
6.4
|
Total current assets
|
|
|
195.3
|
|
|
100.0
|
|
|
180.7
|
|
|
91.6
|
Property, plant and equipment, net
|
|
|
185.4
|
|
|
104.6
|
|
|
195.0
|
|
|
94.2
|
Equity method investment
|
|
|
7.9
|
|
|
—
|
|
|
5.0
|
|
|
—
|
Identifiable intangible assets, net
|
|
|
10.7
|
|
|
—
|
|
|
12.5
|
|
|
—
|
Goodwill
|
|
|
—
|
|
|
9.7
|
|
|
33.6
|
|
|
8.6
|
Other noncurrent assets
|
|
|
6.0
|
|
|
3.2
|
|
|
5.0
|
|
|
3.5
|
Total segment assets
|
|
$
|
405.3
|
|
$
|
217.5
|
|
$
|
431.8
|
|
$
|
197.9
|
Segment Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
$
|
75.2
|
|
$
|
45.9
|
|
$
|
73.8
|
|
$
|
41.8
|
Accrued liabilities
|
|
|
19.7
|
|
|
13.9
|
|
|
30.0
|
|
|
13.4
|
Total current liabilities
|
|
|
94.9
|
|
|
59.8
|
|
|
103.8
|
|
|
55.2
|
Accrued pension benefits
|
|
|
—
|
|
|
47.5
|
|
|
—
|
|
|
42.0
|
Environmental liabilities
|
|
|
11.1
|
|
|
—
|
|
|
11.6
|
|
|
—
|
Other noncurrent liabilities
|
|
|
4.8
|
|
|
1.8
|
|
|
4.5
|
|
|
1.8
|
Total segment liabilities
|
|
$
|
110.8
|
|
$
|
109.1
|
|
$
|
119.9
|
|
$
|
99.0
|
The following table provides reconciliations of allocated segment assets and liabilities to consolidated assets and liabilities as of September 30, 2017 and December 31, 2016. Unallocated assets and liabilities are not considered by our CODM in evaluating operating performance of the reportable segments.
|
|
|
|
|
|
|
|
|
September 30,
|
|
December 31,
|
(In millions)
|
|
2017
|
|
2016
|
Assets:
|
|
|
|
|
|
|
Real Alloy North America
|
|
$
|
405.3
|
|
$
|
431.8
|
Real Alloy Europe
|
|
|
217.5
|
|
|
197.9
|
Cash and cash equivalents—Corporate and Other
|
|
|
4.5
|
|
|
9.9
|
Other unallocated assets
|
|
|
1.6
|
|
|
5.9
|
Total consolidated assets
|
|
$
|
628.8
|
|
$
|
645.5
|
Liabilities:
|
|
|
|
|
|
|
Real Alloy North America
|
|
$
|
110.8
|
|
$
|
119.9
|
Real Alloy Europe
|
|
|
109.1
|
|
|
99.0
|
Long-term debt, including amounts due within one year
|
|
|
392.7
|
|
|
356.5
|
Common stock warrant liability
|
|
|
1.2
|
|
|
4.4
|
Deferred income taxes, net
|
|
|
2.6
|
|
|
2.5
|
Other unallocated liabilities
|
|
|
3.5
|
|
|
3.8
|
Total consolidated liabilities
|
|
$
|
619.9
|
|
$
|
586.1
|
Cash and cash equivalents
Cash and cash equivalents decreased $14.4 million to $12.8 million as of September 30, 2017, from $27.2 million as of December 31, 2016. Cash and cash equivalents maintained at Real Alloy, totaled $8.3 million as of September 30, 2017, a decrease of $8.9 million from $17.2 million as of December 31, 2016. This cash is generally for working capital needs and general corporate purposes, including debt service payments. Cash at Corporate and Other decreased $5.4 million from December 31, 2016, to $4.5 million as of September 30, 2017.
Trade accounts receivable, net
Trade accounts receivable, net increased $17.5 million to $105.9 million as of September 30, 2017, compared to $88.4 million as of December 31, 2016. The increase was driven primarily by seasonal movements, increased selling prices and the higher mix of buy/sell volume compared to tolling volume when compared to December 31, 2016.
Financing receivable
Financing receivable decreased $0.3 million to $28.1 million as of September 30, 2017, compared to $28.4 million as of December 31, 2016. The balance represents the amounts due RAEU from sales of accounts receivables under the Factoring Facility.
Inventories
Inventories increased $7.7 million to $125.9 million as of September 30, 2017, compared to $118.2 million as of December 31, 2016. Inventories increased primarily due to seasonality and increased scrap prices.
Prepaid expenses, supplies and other current assets
Prepaid expenses, supplies and other current assets was $27.7 million as of September 30, 2017, an increase of $3.1 million from the $24.6 million reported as of December 31, 2016. The increase is attributable to a $1.8 million increase in prepaid contracts with suppliers. Additionally, there was an increase of $0.8 million related to income taxes receivable in foreign jurisdictions.
Property, plant and equipment, net
Property, plant and equipment, net was $290.0 million as of September 30, 2017, compared to $289.2 million as of December 31, 2016, and reflects depreciation and amortization of $33.4 million during the nine months ended September 30, 2017. Capital expenditures were $15.9 million during the nine months ended September 30, 2017, while the carrying value of disposed equipment was $1.1 million. The remainder of the change relates to currency translation adjustments.
Goodwill and identifiable intangible assets, net
Identifiable intangible assets, net are comprised of customer relationships and decreased $1.8 million to $10.7 million as of September 30, 2017, from $12.5 million as of December 31, 2016, as a result of scheduled amortization. Goodwill is reported at $9.7 million as of September 30, 2017, a decrease of $32.5 million from the $42.2 million reported as of December 31, 2016. The decrease is due to a $33.6 million impairment charge recognized in conjunction with our annual goodwill impairment analysis, partially offset by foreign currency translation adjustments. See Note 5—
Goodwill and Identifiable Assets, Net
in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report for more details on our annual goodwill impairment analysis.
Trade payables and accrued liabilities
Trade payables increased $5.4 million to $121.2 million as of September 30, 2017, from $115.8 million as of December 31, 2016. Accrued liabilities decreased $9.6 million to $36.8 million as of September 30, 2017, from $46.4 million as of December 31, 2016. The net $4.2 million decrease in the combination of trade payables and accrued liabilities during the nine months ended September 30, 2017 is primarily due to a $1.8 million decrease in accrued bonuses and a decrease in accrued taxes of $2.3 million, partially offset by an
increase of $1.6 million in toll liability.
Accrued pension benefits and environmental liabilities
Accrued pension benefits and environmental liabilities were $47.5 million and $11.1 million, respectively, as of September 30, 2017, compared to $42.0 million and $11.6 million, respectively, as of December 31, 2016. The $5.5 million increase in accrued pension benefits is primarily related to fluctuations in currency exchange rates between the U.S. dollar and the Euro, with the remaining increase related to the recognition of periodic pension costs, offset by pension payments.
Long-term debt, including amounts due within one year
Long-term debt, including amounts due within one year, increased to $392.7 million as of September 30, 2017, including $387.7 million due within twelve months, compared to $356.5 million, including $2.3 million due within twelve months as of December 31, 2016. The increase is related to higher outstanding balances under the revolving credit facilities to fund working capital and operating costs, as well as the continuing amortization of the original issue discount and debt issuance costs. As of the date that these financial statements were issued, the ABL Facility expiration date is October 17, 2018, or 90 days prior to the maturity date of the Senior Secured Notes due January 19, 2019. Without additional actions being implemented by management, as outlined in Note 16—
Going Concern
in the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Report and the “Going Concern” section below, a violation of certain of the debt covenants under the ABL Facility and the Senior Secured Notes is probable to occur in the next twelve months. As such, Real Alloy concluded that facts and circumstances would indicate the ABL Facility and the Senior Secured Notes warrant short-term classification as of September 30, 2017.
Common stock warrant liability
Common stock warrant liability decreased to $1.2 million as of September 30, 2017, from $4.4 million as of December 31, 2016. The change in fair value of common stock warrant liability during the nine months ended September 30, 2017 is primarily attributable to the decrease in the underlying market price of our common stock from December 31, 2016. See Note 12—
Derivative and Other Financial Instruments and Fair Value Measurements
in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report for more information about the Warrants.
Liquidity and Capital Resources
As of September 30, 2017, our consolidated liquidity was $51.2 million.
Our primary capital needs are for working capital obligations, debt service, capital expenditures, other general corporate purposes, and to finance and fund acquisitions. We assess liquidity in terms of our ability to generate cash to fund our operating activities. Factors that could materially impact our liquidity include:
|
·
|
|
cash flows generated from operating activities;
|
|
·
|
|
adequacy of available lines of credit;
|
|
·
|
|
our ability to attract long-term capital with satisfactory terms, whether debt or equity; and
|
|
·
|
|
our acquisition activity.
|
Further acquisitions, divestitures, investments and changes in capital structure are possible.
Corporate Liquidity
Our holding company assets are principally comprised of stock or membership interests of our subsidiaries, cash and cash equivalents of $4.5 million, and receivables from our subsidiaries related to various intercompany arrangements, including management fees and tax sharing agreements. Our principal sources of liquidity include current cash and cash equivalents, public and private capital markets transactions, funds received from subsidiaries for management fees and tax sharing payments and repayments of advances, and borrowings and dividends from subsidiaries, as well as dispositions of existing businesses. As of September 30, 2017, we had an effective shelf registration statement on Form S‑3, with $700.0 million of securities available to be issued to use for existing business requirements and future acquisitions. Our principal uses of liquidity, as of September 30, 2017, are the payment of operating costs of the holding company, the support of our operating subsidiaries, and our ongoing acquisition efforts. Any future acquisitions, joint ventures or other similar transactions will likely require additional capital, and there can be no assurance that any such capital will be available to us on acceptable terms, if at all.
Assets of SGGH are principally comprised of stock or membership interests of its subsidiaries, cash and cash equivalents, and intercompany arrangements. Its current available liquidity is used to meet short-term cash requirements, which are principally the payment of professional fees associated with litigation in former businesses and operations, including discontinued operations. SGGH’s principal source of liquidity is its current cash and cash equivalents, funds received from subsidiaries from tax sharing payments and repayments of advances, borrowings and dividends from affiliates, and the collection of miscellaneous fees associated with mortgage loans originated by FIL.
Real Alloy Liquidity
As of September 30, 2017, Real Alloy had total liquidity of $46.7 million, including $8.3 million in cash, $19.3 million of availability under its ABL Facility, and €16.1 million ($19.1 million) of availability under its Factoring Facility. Real Alloy’s ability to fund working capital needs, debt payments and other obligations, and to comply with the financial covenants under the Senior Secured Notes and ABL Facility, including borrowing base limitations under the ABL Facility, depends on its future operating performance and cash flows and many factors outside of management’s control, including the costs of raw materials, the state of the overall aluminum industry and financial and economic conditions and other factors, including those described under “
Risk Factors
” in Part 1, Item 1A of the Annual Report, and in Part II, Item 1A of this Report.
As of September 30, 2017, approximately $6.1 million of Real Alloy’s cash and cash equivalents were held by non-U.S. subsidiaries. We currently have no plans to repatriate foreign earnings, which are expected to be permanently reinvested. If circumstances change and it becomes apparent that some or all of the permanently reinvested earnings will be remitted in the foreseeable future, an additional income tax charge may be necessary; however, we currently have the ability to remit cash held by non-U.S. subsidiaries without incurring a U.S. tax liability through the repayment of intercompany loans.
Management performed an evaluation as to whether there is substantial doubt about our ability to continue as a going concern within one year after the date that these financial statements were issued and concluded that conditions exist that raise substantial doubt about our ability to meet our financial obligations as they become due over the next year. See Note 16—
Going Concern
in the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Report and the
“Going Concern”
section below for a full discussion of the circumstances considered, mitigating plans, and conclusions formed as a part of this evaluation.
The following discussion provides a summary description of the significant components of our sources and uses of cash and our contractual obligations.
Cash Flows
The following table summarizes net cash provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2017 and 2016, as well as changes in cash and cash equivalents. The following presentation and discussion of cash flows reflects the combined cash flows from our continuing operations and discontinued operations.
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
(In millions)
|
|
2017
|
|
2016
|
Net cash used in operating activities
|
|
$
|
(20.6)
|
|
$
|
(8.0)
|
Net cash used in investing activities
|
|
|
(16.2)
|
|
|
(18.8)
|
Net cash provided by financing activities
|
|
|
21.9
|
|
|
23.1
|
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
|
0.6
|
|
|
0.1
|
Decrease in cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
|
(14.3)
|
|
|
(3.6)
|
Increase in restricted cash and restricted cash equivalents
|
|
|
0.1
|
|
|
5.1
|
Decrease in cash and cash equivalents
|
|
$
|
(14.2)
|
|
$
|
1.5
|
Cash flows from operating activities
Cash used in operating activities was $20.6 million for the nine months ended September 30, 2017, which was the result of a net loss of $58.0 million adjusted for noncash expenses including, depreciation and amortization of $33.4 million; amortization of $5.5 million of debt issuance costs; and $33.6 million of goodwill impairment; partially offset by noncash income of $3.2 million of noncash income related to the change in fair value of the common stock warrant liability; and $3.5 million in unrealized foreign exchange gains on intercompany loans; and $29.2 million of cash used in the changes in operating assets and liabilities.
Cash used in operating activities was $8.0 million for the nine months ended September 30, 2016, primarily related to the activities of Real Alloy, offset by a loss from continuing operations.
Cash flows from investing activities
Cash used in investing activities was $16.2 million for the nine months ended September 30, 2017, primarily related to $15.9 million of capital expenditures.
Cash used in investing activities was $18.8 million for the nine months ended September 30, 2016, primarily related to capital expenditures.
Cash flows from financing activities
Cash provided by financing activities was $21.9 million for the nine months ended September 30, 2017, primarily from net advances on the revolving credit facilities, partially offset by payments on capital leases and the Term Loan.
Cash provided by financing activities was $23.1 million for the nine months ended September 30, 2016, primarily from net advances on the revolving credit facilities.
Indebtedness and Redeemable Preferred Stock
Senior Secured Notes
On January 8, 2015, Real Alloy, as successor to SGH Escrow, completed a private placement of $305.0 million aggregate principal of Senior Secured Notes to qualified institutional purchasers in accordance with Rule 144A and Regulation S under the Securities Act at a price of 97.2% of the principal amount thereof. The Senior Secured Notes were issued pursuant to the Indenture between Real Alloy, Real Alloy Intermediate Holding, LLC (“Real Alloy Intermediate Holding” and parent of Real Alloy), and Wilmington Trust N.A., as trustee and notes collateral trustee. The Senior Secured Notes and related guarantees are secured by first priority security interests in the fixed assets of Real Alloy, Real Alloy Intermediate Holding, and the Subsidiary Guarantors (as defined in the Pledge and Security Agreement) and by second priority security interests in certain other collateral of Real Alloy, Real Alloy Intermediate Holding, and the Subsidiary Guarantors.
ABL Facility
On March 14, 2017, Real Alloy entered into a $110.0 million ABL Facility. The ABL Facility is secured by a first priority lien on Real Alloy’s wholly owned domestic subsidiaries’ and Canadian subsidiary’s accounts receivable, inventory, instruments representing receivables, guarantees and other credit enhancements related to the receivables, and bank accounts into which the receivables are deposited, to the extent no adverse tax impact would be incurred, among other related assets. The ABL Facility is also secured by a second priority lien on the assets that secure the Senior Secured Notes. Further, certain obligations of the domestic and Canadian subsidiaries under the ABL Facility are guaranteed by Real Alloy Intermediate Holding and by Real Alloy’s wholly owned Mexican subsidiary. The borrowing base under the ABL Facility, which is comprised of a U.S. and a Canadian sub-facility, is determined based on eligible accounts receivable and inventory of Real Alloy’s wholly owned domestic subsidiaries and Canadian subsidiary and the eligible accounts receivable of Real Alloy’s wholly owned Mexican subsidiary. As of September 30, 2017, we estimate that the borrowing base would have supported borrowings of $110.0 million. After giving effect to outstanding borrowings and letters of credit, Real Alloy had $19.3 million available for borrowing under the ABL Facility as of September 30, 2017.
Asset-Based Facility
On February 27, 2015, a wholly owned subsidiary of Real Alloy and an affiliate of Real Alloy entered into the $110.0 million Asset-Based Facility. The Asset-Based Facility was secured by a first priority lien on Real Alloy’s wholly owned domestic subsidiary’s and, to the extent no adverse tax impact would be incurred, foreign subsidiaries’: accounts receivable, inventory, instruments representing receivables, guarantees and other credit enhancements related to receivables, and bank accounts into which receivables are deposited, among other related assets. The Asset-Based Facility was also secured by a second priority lien on the assets that secure the Senior Secured Notes. The borrowing base under the Asset-Based Facility was determined based on eligible accounts receivable and eligible inventory. On March 14, 2017, this Asset-Based Facility was extinguished in conjunction with the execution of the new ABL Facility.
Capital leases
In the normal course of operations, Real Alloy enters into capital leases related to mobile and other equipment. As of September 30, 2017, $3.7 million is due within the next twelve months.
Redeemable Preferred Stock
The Redeemable Preferred Stock was issued to Aleris on February 27, 2015, representing $25.0 million of the purchase price for the Real Alloy Acquisition. The Redeemable Preferred Stock pays quarterly dividends at a rate of 7% for the first eighteen months after the date of issuance, 8% for the next twelve months, and 9% thereafter. Dividends were paid in kind for the first two years, and thereafter are accrued and payable in cash. Unpaid dividends accumulated interest at a rate of 8% through August 27, 2017, and 9% thereafter. All accrued and accumulated dividends on the Redeemable Preferred Stock will be prior and in preference to any dividend on any of the Company’s common stock or other junior securities. Over the next twelve months, payment of $2.4 million in cash dividends on the Redeemable Preferred Stock are due.
Going Concern
Our ABL Facility expires on the earlier of the instrument’s expiration date, March 14, 2022, or 90 days prior to the maturity date of the Senior Secured Notes due January 19, 2019 (i.e., October 17, 2018). Accordingly, our ABL Facility, which had $86.5 million of principal outstanding as of September 30, 2017, is due within one year of the date that our financial statements for the three months ended September 30, 2017 were issued.
Further, during the nine months ended September 30, 2017, we incurred net losses of $58.0 million and net cash used in operating activities was $20.6 million. As of September 30, 2017, our total liquidity is $51.2 million. However, should we lose the ability to draw necessary funds under the ABL Facility or Factoring Facility due to the application of restrictive or financial covenants or an event of default, or if there is a contraction in trade terms from our suppliers due to concerns over our liquidity thereby requiring payment from Real Alloy in advance or on delivery of products or services, there is substantial doubt that our current liquidity would be sufficient for ongoing operations. In addition, the restrictive covenants in the Senior Secured Notes, ABL Facility and certain other indebtedness require us to maintain specified financial ratios and satisfy other financial conditions and tests. We are in compliance with these debt covenants as of September 30, 2017, however, given the circumstances above, our ability to meet those covenants going forward is subject to uncertainty. Our inability to comply with such covenants could result in the amounts outstanding under our debt to become immediately due. Without additional actions being implemented by management, as discussed below, a violation of certain of the debt covenants under the ABL Facility and the Senior Secured Notes is probable to occur in the next twelve months. As such, Real Alloy concluded that facts and circumstances would indicate the ABL Facility and the Senior Secured Notes warrant short-term classification as of September 30, 2017.
In accordance with ASC 205-40, we performed an evaluation as to whether there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements for the three months ended September 30, 2017 are issued. Substantial doubt exists when relevant conditions and events, considered in the aggregate, indicate it is probable that an entity will be unable to meet its obligations as they become due within one year after the date the financial statements are issued. The initial evaluation of our ability to continue as a going concern does not take into consideration the potential mitigating effect of our plans that have not been fully implemented as of the date that the financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effects of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effects of management’s plans, however, is only considered if they are both probable of being effectively implemented within one year after the date the financial statements are issued, and probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.
In performing this evaluation, management concluded that the conditions described above raise substantial doubt about our ability to meet our financial obligations as they become due over the next year. A significant factor in mitigating the substantial doubt about our ability to continue as a going concern is our ability to restructure or refinance the Senior Secured Notes, obtain other bridge financing or recapitalize the Company through other means. Our mitigating plans, as announced on September 14, 2017, included engaging Jefferies LLC to assist in the refinancing effort. The refinancing team has met and entered into discussions with our current lenders and bondholders, as well as prospective lenders, investors, hedge funds, credit funds, and private equity firms regarding potential refinancing, bridge financing and recapitalization of the Company through other means, but the terms of a transaction have not yet been agreed upon. While we believe that our plans could alleviate the substantial doubt, there can be no assurance that an agreement with respect to a refinancing transaction or other recapitalization will be finalized in a timely manner, or at all. Such plans cannot be considered as mitigating events under the accounting guidance. As such, management has concluded that there is substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements for the three months ended September 30, 2017 are issued.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
The following quantitative and qualitative disclosures about market risk include “forward-looking statements” that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements.
The potential for changes in the fair value of financial instruments is referred to as market risk. As of September 30, 2017, the significant market risks identified as of December 31, 2016, which include commodity prices, interest rates, credit, and equity prices, specifically the fair value of our own common stock, has been updated to include credit insurance risk.
Commodity price risk
In the ordinary course of business, Real Alloy is exposed to earnings and cash flow volatility resulting from changes in the prices of aluminum, and, to a lesser extent, hardeners such as zinc and silicon, and natural gas, as well as changes in currency and interest rates. For metal hedges, Real Alloy uses derivative instruments, such as forwards, futures, options, collars and swaps to manage the effect, both favorable and unfavorable, of such changes. Fixed price commitments are used for electricity and some natural gas price exposures.
Derivative contracts are used primarily to reduce uncertainty and volatility, and cover underlying exposures and are held for purposes other than trading. Real Alloy’s commodity and derivative activities are subject to the management, direction and control of our Risk Management Committee, which is composed of our chief financial officer and other officers and employees that the chief executive officer designates.
Real Alloy is exposed to losses in the event of nonperformance by the counterparties to the derivative contracts discussed below. Although nonperformance by counterparties is possible, we do not currently anticipate nonperformance by any of these parties. Counterparties are evaluated for creditworthiness and risk assessment prior to initiating contract activities. The counterparties’ creditworthiness is monitored on an ongoing basis, and credit levels are reviewed to ensure that there is not an inappropriate concentration of credit risk outstanding to any particular counterparty.
Metal hedging
Primarily in our RAEU segment, LME future swaps or forward contracts are sold as metal is purchased to fill fixed-price customer sales orders. As sales orders are priced, LME future or forward contracts are purchased. These derivatives generally settle within six months. Real Alloy can also buy put option contracts for managing metal price exposures. Option contracts require the payment of a premium, which is recorded as a realized loss upon settlement or expiration of the option contract. Upon settlement of put option contracts, Real Alloy receives cash and recognizes a related gain if the LME closing price is less than the strike price of the put option. If the put option strike price is less than the LME closing price, no amount is paid and the option expires. As of September 30, 2017, Real Alloy had 21.2 thousand metric tonnes of metal buy and sell derivative contracts.
Natural gas hedging
We monitor Real Alloy’s natural gas purchase requirements and, in order to manage price exposure, the future price of a portion of the natural gas requirements may be fixed by entering into financial hedge agreements. Under these swap agreements, payments are made or received based on the differential between the monthly closing price on the NYMEX and the contractual derivative price. Natural gas cost can also be managed through the use of cost escalators included in some long-term supply contracts with customers, which limits exposure to natural gas price risk. As of September 30, 2017, Real Alloy had 1.6 trillion British thermal unit forward buy contracts.
Fair values and sensitivity analysis
The following table shows the fair values of outstanding net derivative contracts as of September 30, 2017, and the effect on the fair value of a hypothetical adverse change in the market prices that existed as of September 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
Impact of a
|
|
|
|
|
|
Hypothetical
|
|
|
|
|
|
10% Adverse
|
(In millions)
|
|
Fair Value
|
|
Price Change
|
Metal derivatives
|
|
$
|
0.2
|
|
$
|
(0.6)
|
Natural gas derivatives
|
|
|
—
|
|
|
(0.5)
|
The disclosures above do not take into account the underlying commitments or anticipated transactions. If the underlying items were included in the analysis, the gains or losses on our derivative instruments would be offset by gains and losses realized on the purchase of the physical commodities. Actual results will be determined by a number of factors outside of our control and could vary significantly from the amounts disclosed. For additional information on derivative financial instruments, see Note 12—
Derivative and Other Financial Instruments and Fair Value Measurements
included in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report.
Currency exchange risks
The financial condition and results of operations of a majority of our international operating subsidiaries are reported in various currencies and then translated into U.S. dollars at the applicable exchange rate for inclusion in our consolidated financial statements. As a result, appreciation of the U.S. dollar against these currencies will, generally, have a negative impact on reported revenues and operating profit, while depreciation of the U.S. dollar against these currencies will, generally, have a positive effect on reported revenues and operating profit. In addition, a portion of the revenues generated by our international operations are denominated in U.S. dollars, while the majority of costs incurred are denominated in local currencies. As a result, appreciation of the U.S. dollar will have a positive impact on earnings, while depreciation of the U.S. dollar will have a negative impact on earnings.
Interest rate risk
Real Alloy is subject to interest rate risk related to its variable rate debt. Based on the outstanding variable rate debt in the nine months ended September 30, 2017, a 1.0% increase in interest rates under its variable rate debt agreements would have resulted in increased interest expense of less than $0.1 million. This sensitivity analysis of the effect of a change in interest rates on long-term debt considers only variable rate debt outstanding in the nine months ended September 30, 2017 and does not consider future potential changes in long-term variable rate debt levels.
Credit risk
We are primarily exposed to credit risk with our cash equivalents, trade accounts receivables, financing receivable and our derivative counterparties. We do not believe that our cash equivalents present significant credit risk because the counterparties to the instruments consist of major financial institutions. Our cash and cash equivalents, as of September 30, 2017, consist principally of cash balances in noninterest bearing checking accounts and money market funds. Substantially all trade accounts receivable balances are unsecured. There is not a significant concentration of credit risk with respect to trade receivables, although the top ten customers of Real Alloy represent approximately 52.1% of the total trade accounts receivable as of September 30, 2017. The financing receivable is due from one global financial institution for which we believe the risk of loss is minimal as of September 30, 2017.
Real Alloy is exposed to losses in the event of nonperformance by the counterparties to the derivative financial instruments discussed above; however, management does not anticipate any nonperformance by the counterparties. The counterparties are evaluated for creditworthiness and risk assessment prior to initiating trading activities with the brokers, and periodically thereafter while actively trading.
Equity price risk
The fair value of our common stock warrant liability is impacted to a minor extent by changes in interest rates, but the major fair value driver is the market value of our own common stock and the exercise price of the underlying Warrants. The market risk associated with the equity price of our common stock has not changed significantly since December 31, 2016.
Credit insurance risk
We purchase scrap aluminum and other goods and services from suppliers who may extend short-term credit to us in the form of accounts receivable, based on their ability to obtain credit insurance on Real Alloy. To the extent these suppliers are unable to obtain such insurance, they may be unwilling to extend credit to us, thereby requiring payment from Real Alloy in advance or on delivery of products or services. Discussions and negotiations of trade terms are a regular matter with our suppliers, including those who do and do not use credit insurance, and because Real Alloy maintains hundreds of supply relationships, any change in terms for a single supplier generally does not impact the business; however, should multiple suppliers or credit insurers act at the same time, Real Alloy’s liquidity, available capital, business and prospects could be adversely affected which could have a material impact on our financial condition and results of operations.
Item 4.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures as defined in Rule 13a‑15(e) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit to the Commission under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Commission’s rules and form, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As of September 30, 2017, the Company’s management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a‑15e. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
There were no changes in internal control over financial reporting or other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the quarter.