NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB
Published on August 15, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-32312
CUSIP NUMBER: ____________
(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2006
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I--REGISTRANT INFORMATION
Novelis Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
3399 Peachtree Road NE, Suite 1500
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Address of Principal Executive Office (Street and Number)
Atlanta, Georgia 30326
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City, State and Zip Code
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PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Novelis Inc. (the "Company") could not file its quarterly report on Form 10-Q
for the quarter ended June 30, 2006 with the Securities and Exchange Commission
(the "SEC") on a timely basis without unreasonable effort or expense in light of
the circumstances described below.
As a result of the restatement of our unaudited condensed consolidated and
combined financial statements for the quarters ended March 31, 2005 and June 30,
2005, the Company delayed the filing of its Annual Report on Form 10-K for the
year ended December 31, 2005 and its quarterly report on Form 10-Q for the
quarter ended March 31, 2006. The delay in filing these financial statements is
a direct result of the time needed to complete the Company's recent financial
review and restatement, which was concluded on May 16, 2006.
Due to the delay caused by the restatement and review and the additional time
required for the Company to (1) complete the closing of its books for the fourth
quarter of 2005 and prepare its consolidated financial statements for 2005 to be
included in its Annual Report on Form 10-K for the year ended December 31, 2005,
which is currently in process, (2) complete the closing of its books for the
first quarter of 2006 and prepare its Form 10-Q for the quarter ended March 31,
2006 and (3) complete the closing of its books for the second quarter of 2006
and prepare its Form 10-Q for the quarter ended June 30, 2006, the Company was
not able to file its quarterly report on Form 10-Q for the quarter ended June
30, 2006 by the August 14, 2006 filing deadline and will not be able to file
within the five day filing extension period.
As reported in the Company's Form 10-Q for the third quarter of 2005, the
Company has identified material weaknesses in its internal control over
financial reporting related to the following, which existed as of December 31,
2005, March 31, 2006, and June 30, 2006:
o lack of sufficient resources in the Company's accounting and finance
organization;
o inadequate monitoring of non-routine and non-systematic transactions;
o accounting for accrued expenses;
o accounting for income taxes; and
o accounting for certain derivative transactions.
As management completes its 2005 year-end close process, its consolidated
financial statements for 2005 and its condensed consolidated financial
statements for the first quarter of 2006, additional control deficiencies may be
identified and those deficiencies may also individually and in the aggregate
constitute one or more additional material weaknesses. A material weakness is a
control deficiency, or combination of control deficiencies, that results in more
than a remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Rick Dobson (404) 814-4200
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [ ] Yes [X] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
At this time, the Company is not in a position to provide with specificity the
amount of any change in its results of operations for the quarter ended June 30,
2006, as compared to the quarter ended June 30, 2005 because the Company is
still completing the close of its books for the fourth quarter of 2005 and has
not closed its books for the first and second quarters of 2006.
Statements made herein which describe Novelis' intentions, expectations or
predictions may be forward-looking statements within the meaning of securities
laws. Novelis cautions that, by their nature, forward-looking statements involve
risk and uncertainty and that Novelis' actual results could differ materially
from those expressed or implied in such statements. We do not intend, and we
disclaim any obligation, to update any forward-looking statements, whether as a
result of new information, future events or otherwise. Factors that could cause
actual results or outcomes to differ from the results expressed or implied by
forward-looking statements include, among other things: the level of our
indebtedness and our ability to generate cash; relationships with, and financial
and operating conditions of, our customers and suppliers; changes in the prices
and availability of aluminum (or premiums associated with such price) or other
raw materials we use; the effect of metal price ceilings in certain of our sales
contracts; the effectiveness of our hedging activities, including our internal
UBC and smelter hedges; fluctuations in the supply of, and prices for, energy in
the areas in which we maintain production facilities; our ability to access
financing for future capital requirements; continuing obligations and other
relationships resulting from our spin-off from Alcan; changes in the relative
values of various currencies; factors affecting our operations, such as
litigation, labor relations and negotiations, breakdown of equipment and other
events; economic, regulatory and political factors within the countries in which
we operate or sell our products, including changes in duties or tariffs;
competition from other aluminum rolled products producers as well as from
substitute materials such as steel, glass, plastic and composite materials;
changes in general economic conditions; our ability to improve and maintain
effective internal control over financial reporting and disclosure controls and
procedures in the future; changes in the fair market value of derivatives;
cyclical demand and pricing within the principal markets for our products as
well as seasonality in certain of our customers' industries; changes in
government regulations, particularly those affecting environmental, health or
safety compliance; changes in interest rates that have the effect of increasing
the amounts we pay under our principal credit agreements and other financing
arrangements; the continued cooperation of debtholders and regulatory
authorities with respect to extensions of our 2006 filing deadlines; and the
payment of special interest due to our failure to timely file our SEC reports
and the payment of fees in connection with any related waivers or amendments to
our principal debt agreements. The financial information provided in this news
release was prepared by management and has not been audited. The above list of
factors is not exhaustive. Other important risk factors are included under the
caption "Risk Factors" in our registration statement on Form S-4, as amended and
filed with the SEC, and may be discussed in subsequent filings with the SEC.
Further, the risk factors included in our registration statement on Form S-4, as
amended, are specifically incorporated by reference into this news release.
Novelis Inc. has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 15, 2006 By: \s\ Rick Dobson
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Name: Rick Dobson
Title: Chief Financial Officer