EX-99.2 3 ex99_2.htm EXHIBIT 99.2 Exhibit 99.2

                                                                 Exhibit 99.2
Alcoa Home Exteriors, Inc.
Interim Financial Statements
June 30, 2006



Alcoa Home Exteriors, Inc.
Balance Sheets
June 30, 2006 and December 31, 2005
 
(in thousands of dollars)

   
(Unaudited)
     
   
June 30,
 
December 31,
 
   
2006
 
2005
 
           
Assets
             
Current assets
             
Cash and cash equivalents
 
$
1
 
$
2
 
Receivables, less allowances of $7,804 and $8,256
   
82,546
   
48,537
 
Inventories
   
44,036
   
55,734
 
Deferred income taxes, current portion
   
8,838
   
8,838
 
Total current assets
   
135,421
   
113,111
 
Properties, plants and equipment, net of accumulated depreciation
of $128,686 and $125,974
   
49,105
   
49,647
 
Computer software, net of accumulated amortization of
             
$2,449 and $2,187
   
4,576
   
4,767
 
Deferred income taxes
   
23,860
   
23,860
 
Goodwill
   
22,083
   
22,083
 
Intangible pension asset
   
592
   
592
 
Other intangible assets, net
   
400
   
443
 
Other assets
   
13
   
37
 
Total assets
 
$
236,050
 
$
214,540
 
Liabilities
             
Current liabilities
             
Accounts payable, trade
 
$
79,907
 
$
84,037
 
Short-term borrowings
   
12,301
   
6,092
 
Accrued warranties, current portion
   
10,500
   
10,500
 
Accrued compensation and benefits
   
8,812
   
9,309
 
Accrued taxes, other than income taxes
   
2,092
   
1,956
 
Other current liabilities
   
1,564
   
2,174
 
Total current liabilities
   
115,176
   
114,068
 
Accrued pension benefits
   
25,311
   
23,288
 
Accrued other post retirement benefits
   
29,643
   
29,636
 
Accrued warranties
   
10,717
   
13,985
 
Noncurrent liabilities
   
1,362
   
1,389
 
Total liabilities
   
182,209
   
182,366
 
Contingencies and commitments
             
Enterprise Capital
             
Net intercompany balance with Alcoa and subsidiaries
   
(67,623
)
 
(79,677
)
Divisional equity
   
131,461
   
122,094
 
Accumulated other comprehensive loss
   
(9,997
)
 
(10,243
)
Total enterprise capital
   
53,841
   
32,174
 
Total liabilities and enterprise capital
 
$
236,050
 
$
214,540
 

The accompanying notes are an integral part of these financial statements.

2


Alcoa Home Exteriors, Inc.
Statements of Income
Six months ended June 30, 2006 and 2005
(Unaudited)
 
(in thousands of dollars)

   
Six months
 
Six months
 
   
ended
 
ended
 
   
June 30,
 
June 30,
 
   
2006
 
2005
 
           
Revenues
             
Sales
 
$
294,807
 
$
281,525
 
Sales to related parties
   
174
   
210
 
     
294,981
   
281,735
 
Costs and expenses
             
Cost of goods sold (exclusive of depreciation)
   
248,822
   
238,390
 
Selling, general and administrative expenses
   
28,449
   
29,768
 
Provision for depreciation
   
3,052
   
3,146
 
Provision for amortization
   
332
   
282
 
Research and development expenses
   
1,266
   
1,116
 
Net gains on metal derivative activities
   
(2,274
)
 
226
 
Restructuring
   
-
   
916
 
Other expense, net
   
271
   
211
 
     
279,918
   
274,055
 
Income before taxes on income
   
15,063
   
7,680
 
Provision for taxes on income
   
5,770
   
2,948
 
Net income
 
$
9,293
 
$
4,732
 


The accompanying notes are an integral part of these financial statements.

3


Alcoa Home Exteriors, Inc.
Statements of Cash Flows
For the six months ended June 30, 2006 and 2005
(Unaudited)
(in thousands of dollars)


   
Six months
ended
June 30,
2006
 
Six months
ended
June 30,
2005
 
           
Cash from operations
             
Net income
 
$
9,293
 
$
4,732
 
Adjustments to reconcile net income to cash used for
             
operations:
             
Depreciation and amortization
   
3,384
   
3,428
 
Restructuring
   
-
   
916
 
Stock compensation
   
74
   
220
 
Gain on sale of assets
   
(5
)
 
(2
)
Increase (decrease) in cash due to changes in
             
operating assets and liabilities
             
Receivables
   
(34,009
)
 
(51,018
)
Inventories
   
11,698
   
(23,597
)
Prepaid expenses and other current assets
   
-
   
20
 
Accounts payable and accrued expenses
   
(5,237
)
 
23,823
 
Pension and other postretirement benefits
   
2,030
   
959
 
Accrued warranties
   
(3,268
)
 
(2,551
)
Accrued taxes, other than income taxes
   
136
   
153
 
Other
   
248
   
112
 
Cash used for operations
   
(15,656
)
 
(42,805
)
Financing activities
             
Net changes in short-term borrowings
   
6,209
   
(8,156
)
Net receivables/payables with Alcoa and subsidiaries
   
12,054
   
54,752
 
Cash from financing activities
   
18,263
   
46,596
 
Investing activities
             
Capital expenditures
   
(2,608
)
 
(4,014
)
Proceeds from sale of facilities
   
-
   
223
 
Cash used for investing activities
   
(2,608
)
 
(3,791
)
Net change in cash and cash equivalents
   
(1
)
 
-
 
Cash and cash equivalents at beginning of year
   
2
   
2
 
Cash and cash equivalents at end of period
 
$
1
 
$
2
 



The accompanying notes are an integral part of these financial statements.


4


Alcoa Home Exteriors, Inc.
Notes to Financial Statements (Unaudited)
(in thousands of dollars)

A.  Basis of Presentation

The Financial Statements are unaudited. These statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the results of operations, financial position, and cash flows. The results reported in these Financial Statements are not necessarily indicative of the results that may be expected for the entire year. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

These interim financial statements should be read in conjunction with Alcoa Home Exteriors’ (AHE or the Company) Financial Statements for the years ended December 31, 2005, 2004 and 2003 which includes all disclosures required by accounting principles generally accepted in the United States of America.

B.  Stock-Based Compensation

On January 1, 2006, Alcoa adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), “Share-Based Payment,” which requires a company to recognize compensation expense for stock-based compensation based on the grant date fair value. This expense must be recognized ratably over the requisite service period following the date of grant. Alcoa has elected the modified prospective application method for adoption, and prior period financial statements have not been restated. Prior to January 1, 2006, Alcoa accounted for stock-based compensation in accordance with the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations.

Stock options under Alcoa’s stock-based compensation plans have been granted at not less than market prices on the dates of grant. Beginning in 2006, performance stock options were granted to certain individuals. Stock option features based on date of original grant are as follows:

Date of original grant
Vesting
Term
Reload feature
2002 and prior
One year
10 years
One reload over option term
2003
3 years (1/3 each year)
10 years
One reload in 2004 for 1/3 vesting in 2004
2004 and forward
3 years (1/3 each year)
6 years
None

On December 31, 2005 Alcoa accelerated the vesting of 152,067 unvested stock options granted to AHE employees in 2004 and on January 13, 2005. The 2004 and 2005 accelerated options have weighted average exercise prices of $35.60 and $29.54, respectively. The decision to accelerate the vesting of the 2004 and 2005 options was made primarily to avoid recognizing the related compensation cost in future financial statements upon the adoption of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004) "Share-Based Payment", which Alcoa adopted on January 1, 2006 as required. The accelerated vesting of the 2004 and 2005 stock options will reduce after-tax stock option compensation expense by $403 in 2006 and 2007.

In addition to the stock options described above, Alcoa granted restricted stock units (stock awards) that vest in three years from the date of grant. Certain of these stock awards were granted with the same performance conditions described above for performance stock options. The final number of awards granted is based on the outcome of Alcoa’s annual return on capital results against the results of a comparator group of companies. However, an individual can earn a minimum number of options if Alcoa’s return on capital meets or exceeds its cost of capital.

5

Alcoa Home Exteriors participated in Alcoa’s stock-based compensation plans. However there were no grants issued after December 31, 2005. The following table summarizes the total compensation expense recognized for all options and stock awards:

   
Six months ended
June 30
 
   
2006
 
2005
 
Compensation expense reported in income:
             
Stock option grants
 
$
-
 
$
-
 
Stock award grants
   
74
   
220
 
Total compensation expense before
income taxes
   
74
   
220
 
Income tax benefit
   
26
   
77
 
Total compensation expense, net of
income tax benefit
 
$
48
 
$
143
 

Prior to January 1, 2006, no stock-based compensation expense was recognized for stock options and Alcoa Home Exteriors employees did not receive equity grants in 2006. There were no stock-based compensation expenses capitalized in the first six months of 2006 or 2005. As a result of the sale of Alcoa Home Exteriors on November 1, 2006, approximately $550 (pre-tax) in expense for previously recorded, unvested stock awards was reversed.

Alcoa Home Exteriors net income for 2005 would have been reduced to the pro forma amounts shown below if compensation expense had been determined based on the fair value at the grant dates in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” and SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure an amendment of FASB Statement No. 123.”
   
Six months ended
June 30, 2005
 
Net income, as reported
 
$
4,732
 
Add: compensation expense reported in
net income, net of income tax
   
-
 
Less: compensation expense determined under
the fair value method, net of income tax
   
228
 
Pro forma net income
 
$
4,504
 

As of January 1, 2005, Alcoa switched from the Black-Scholes pricing model to a lattice model to estimate fair value at grant date for future option grants. The fair value of each option is estimated on the date of grant or subsequent reload using the lattice pricing model with the following assumptions:

   
2005
 
Weighted average fair value per option
 
$
6.18
 
Average risk-free interest rate
   
2.65-4.20
%
Expected dividend yield
   
1.8
%
Expected volatility
   
27-35
%
Expected annual forfeiture rate
   
-
 
Expected exercise behavior
   
32
%
Expected life (years)
   
3.8
 

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The range of risk-free interest rates is based on a yield curve of interest rates at the time of the grant based on the contractual life of the option. Expected dividend yield is based on a five-year average. Expected volatility is based on historical and implied volatilities over the term of the option. Alcoa utilizes historical option exercise and forfeiture data to estimate expected annual pre- and post-vesting forfeitures. The expected exercise behavior assumption represents a weighted average exercise ratio of gains resulting from historical employee exercise behavior. The expected exercise behavior assumption is based on exercise patterns for grants issued from 2000 forward.

The activity for stock options is as follows: (shares in thousands)
   
2006
 
Outstanding at January 1, 2006:
     
Number of options
   
619.7
 
Weighted average exercise price
 
$
32.15
 
Granted:
     
Number of options
   
--
 
Weighted average exercise price
   
--
 
Exercised:
     
Number of options
   
(78.4
)
Weighted average exercise price
 
$
25.42
 
Expired or forfeited:
     
Number of options
   
(12.5
)
Weighted average exercise price
 
$
31.80
 
Outstanding at June 30, 2006:
     
Number of options
   
528.8
 
Weighted average exercise price
 
$
33.15
 
Aggregate intrinsic value
 
$
1,071
 
Exercisable at June 30, 2006:
     
Number of options
   
528.8
 
Weighted average exercise price
 
$
33.15
 
Aggregate intrinsic value
 
$
1,071
 

The total intrinsic value of options exercised for the six-month period ended June 30, 2006, was $600. For the six-month period ended June 30, 2006, the cash received from exercises was $1,993, and the tax benefit realized was $210.

The following tables summarize certain stock option information at June 30, 2006: (shares in thousands) 

Options Fully Vested and/or Expected to Vest 
 
 
 
 
 
Range of
     
Weighted average
 
Weighted average
 
Intrinsic
 
exercise price
 
Number
 
contractual life
 
exercise price
 
Value
 
$16.53 - $19.93
   
6.0
   
1.62
   
16.80
   
93
 
$19.94 - $27.71
   
70.5
   
6.26
   
22.52
   
694
 
$27.72 - $35.49
   
164.7
   
4.26
   
30.85
   
284
 
$35.50 - $44.80
   
287.6
   
3.97
   
37.42
   
-
 
Total
   
528.8
   
4.34
 
$
33.15
 
$
1,071
 
 
                     
Options Fully Vested and Exercisable  
           
Range of
         
Weighted average
   
Weighted average
   
Intrinsic
 
exercise price
   
Number
   
contractual life
   
exercise price
   
Value
 
$16.53 - $19.93
   
6.0
   
1.62
   
16.80
   
93
 
$19.94 - $27.71
   
70.5
   
6.26
   
22.52
   
694
 
$27.72 - $35.49
   
164.7
   
4.26
   
30.85
   
284
 
$35.50 - $44.80
   
287.6
   
3.97
   
37.42
   
-
 
Total
   
528.8
   
4.34
 
$
33.15
 
$
1,071
 


7

The following table summarizes the non-vested stock and performance share awards at June 30, 2006: (shares in thousands)

Non-Vested Awards
                 
   
Stock Awards
 
Performance Share Awards
 
Total
 
Weighted average FMV
 
Outstanding at January 1, 2006
   
27.5
   
6.2
   
33.7
 
$
31.90
 
Granted
   
---
   
---
   
---
   
---
 
Forfeited
   
(4.3
)
 
-
   
(4.3
)
 
32.06
 
Performance share adjustment
   
-
   
(2.1
)
 
(2.1
)
 
29.54
 
Outstanding at June 30, 2006
   
23.2
   
4.1
   
27.3
 
$
32.06
 



C.  Recently Issued and Recently Adopted Accounting Standards

In June 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132(R),” (SFAS 158). The provisions of SFAS 158 are to be applied on a prospective basis as retrospective application is not permitted under the standard.

SFAS 158 requires an employer to recognize the funded status of its defined pension and postretirement benefit plans as a net asset or liability in its statement of financial position with a corresponding amount in other comprehensive income, and to recognize changes in that funded status in the year in which changes occur through comprehensive income. This requirement becomes effective for AHE for its December 31, 2006 year-end. Upon adoption of SFAS 158, AHE will continue to apply the provisions in FASB Statements 87, 88 and 106 in measuring plan assets and benefit obligations as of the date of its statement of financial position and in determining the amount of net periodic benefit cost. Based on the assumptions used to disclose the funded status of AHE’s pension and postretirement benefit plans in the December 31, 2005 financial statements of AHE, management has estimated that recognizing the funded status of its pension and postretirement benefit plans in its December 31, 2006 financial statements will result in the following impacts: the recognition of a $3,514 liability, a $2,529 other comprehensive loss, a deferred tax asset of $1,577, and the elimination of an intangible pension asset of $592. The estimated impact is contingent on the assumptions that will be used to measure the funded status of each of its pension and postretirement benefit plans as of December 31, 2006.

In June 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements. SFAS 157 becomes effective for AHE on January 1, 2008. Upon adoption, the provisions of SFAS 157 are to be applied prospectively with limited exceptions. The adoption of SFAS 157 is not expected to have a material impact on AHE’s financial statements.

In June 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB 108). SAB 108 was issued to provide interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The provisions of SAB 108 are effective for AHE for its December 31, 2006 year-end. The adoption of SAB 108 is not expected to have a material impact on AHE’s financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109,” (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. FIN 48 is effective in the first quarter of 2007. Management is currently evaluating the impact of this interpretation and believes that the adoption of FIN 48 will not have a material impact on AHE’s financial statements.

8

D.  Restructuring and Other Charges

Cash payments of approximately $558 were made against $558 in total reserves in the 2006 six-month period.

E.  Pension Plans and Other Postretirement Benefits

The components of net periodic benefit cost follow.

   
Pension Benefits
 
   
For the Six Months Ended June 30,
 
   
2006
 
2005
 
Expense
             
Service cost
 
$
2,145
 
$
1,966
 
Interest cost
   
4,670
   
4,472
 
Expected return on plan assets
   
(5,425
)
 
(5,365
)
Amortization of prior service cost
   
27
   
27
 
Recognition of actuarial losses
   
671
   
361
 
Total Expense
 
$
2,088
 
$
1,461
 

   
Postretirement Benefits
 
   
For the Six Months Ended June 30,
 
   
2006
 
2005
 
Expense
             
Service cost
 
$
136
 
$
135
 
Interest cost
   
653
   
676
 
Amortization of prior service cost (benefit)
   
(282
)
 
(282
)
Recognition of actuarial losses
   
-
   
(8
)
Total Expense
 
$
507
 
$
521
 


F.  Income Taxes

The effective tax rate of 38.4% for the 2006 six-month period differs from the U.S. federal statutory rate of 35% due to inclusion of state income taxes and other permanent differences.

G.  Inventories

   
June 30,
2006
 
December 31,
2005
 
Raw Materials
 
$
13,467
 
$
29,295
 
Work in process
   
18,632
   
16,596
 
Finished goods
   
34,430
   
31,278
 
Stores
   
3,986
   
4,143
 
     
70,515
   
81,312
 
Less: Obsolescence reserve
   
1,467
   
1,467
 
Less: LIFO reserve
   
25,012
   
24,111
 
   
$
44,036
 
$
55,734
 

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H.  Commitments and Contingencies

Litigation
Various lawsuits, claims and proceedings have been or may be instituted or asserted against AHE, including those pertaining to environmental, product liability, and safety and health matters. While the amounts claimed may be substantial, the ultimate liability cannot now be determined because of the considerable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could be materially affected by certain contingencies. However, based on facts currently available, AHE’s management believes that the disposition of matters that are pending or asserted will not have a materially adverse effect on the financial position or liquidity of the company.

As of June 30, 2006 and December 31, 2005, the receivables of AHE include $3,143, excluding finance charges, in unpaid receivables from Jones and Brown, a distributor who is no longer in business. AHE has reserved $2,743 in their allowance for doubtful accounts for a net receivable of $400 as of June 30, 2006 and December 31, 2005. Prior to the dissolution of the business Jones and Brown, AHE and Southwest Bank entered into various agreements which included providing for AHE to receive a note and a security interest in the distributor’s receivables. Upon the dissolution of Jones and Brown, the remaining assets of Jones and Brown were collected by Southwest Bank, who provided Jones and Brown’s line of credit, and none were forwarded to AHE. AHE is seeking recovery of these receivables from Southwest Bank. A summary judgment motion has been filed with the court by AHE. This matter is still pending. Management believes that their reserve is adequate; however, actual receipts from this claim in the future could differ from current estimates.

Warranties
The following is a rollforward of the warranty accrual:

   
For the Six-month Period Ended
 
   
June 30,
 
   
2006
 
2005
 
           
Beginning balance - January 1
 
$
24,485
 
$
30,358
 
Payments on current and discontinued products
   
(5,236
)
 
(5,112
)
Accruals on current products
   
1,968
   
2,561
 
End of period - warranty accrual
 
$
21,217
 
$
27,807
 

In January 2005, AHE settled a claim for alleged product and construction defects relating to the use of the Alcoa Homecrest Roofing System in the Kiahuna Plantation condominium complex in 1993 and 1994 for $1,200, which was fully accrued as of December 31, 2002. The first $350 was paid in 2005 with the remainder to be paid as replacement work is completed with any final payment due in December 2006.

From 1991 through 1994 AHE sold 1.12 million squares product with defective film known as Lake Forest. Management has accrued its best estimate of the ultimate cost of replacing the defective product as of the end of each year. Payments for Lake Forest have been $2,293 and $4,798, for the six months ended June 30, 2006 and the year ended December 31, 2005. The remaining liability has been estimated at $5,853 and $7,822 as of June 30, 2006 and December 31, 2005, respectively.



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I.  Comprehensive Income

   
Six months ended
 
   
June 30,
 
   
2006
 
2005
 
Net Income
 
$
9,293
 
$
4,732
 
Changes in accumulated other comprehensive loss,
             
net of tax:
             
Unrecognized gains (losses) on derivatives:
             
Net change from periodic revaluations
   
(37
)
 
257
 
Net amount reclassified to income
   
283
   
283
 
Net unrecognized gains (losses) on derivatives
   
246
   
541
 
Comprehensive income
 
$
9,539
 
$
5,272
 



J. Related Party Transactions

The Company buys products and services from and sells products to various related companies, Alcoa and its subsidiaries, at negotiated prices between the two parties. Prior to January 1, 2006, this included the purchase of aluminum from another Alcoa subsidiary to the Company. These transactions are recorded as inventory and net intercompany balances with Alcoa and subsidiaries in enterprise capital on the balance sheet and cost of goods sold on the statement of income. Purchases from Alcoa totaled $327 and $21,585 for the six months ended June 30, 2006 and 2005, respectively.

The Company also sells to a Japanese sales subsidiary of Alcoa. These transactions are recorded as net intercompany balances with Alcoa and subsidiaries in enterprise capital on the balance sheet and as related party sales on the statement of income. Sales to Alcoa from AHE totaled $174 and $210 for the six month period ended June 30, 2006 and 2005, respectively.

Alcoa charges the Company for various services including financial shared services (accounts receivable, accounts payable, shared ledger, payroll, etc.), insurance, credit and collection, audit, energy management, legal, environmental health and safety, metals management, information technology and other administrative costs. These charges are allocated primarily based on headcount. Insurance costs are allocated based upon historical claims cost per person for the Company. In addition, the Company is included in Alcoa’s U.S. consolidated tax return. As such, amounts payable or receivable for U.S. income taxes are reflected in net intercompany balances with Alcoa and subsidiaries in enterprise capital on the balance sheet. The expenses charged to the Company by Alcoa in the normal course of business consist of the following, and are reflected in cost of goods sold and selling, general and administrative expenses in the statements of income and enterprise capital:
 
   
For the Six Months Ended June 30,
 
   
2006
 
2005
 
Information technology
 
$
1,282
 
$
1,208
 
Accounting, procurement and tax
   
1,015
   
713
 
Human resources
   
436
   
440
 
Insurance
   
302
   
274
 
Environmental, health & safety
   
157
   
172
 
Legal
   
90
   
80
 
Other services
   
139
   
98
 
   
$
3,421
 
$
2,985
 

 
K. Subsequent Event

On September 25, 2006, Alcoa Inc. announced that it has signed a definitive agreement to sell its Alcoa Home Exteriors business to Ply Gem Industries, Inc., for more than $300 million in cash. The transaction was completed on October 31, 2006.



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