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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
---------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
Commission File Number 1-3924
MAXXAM INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-2078752
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 77057
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 975-7600
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|
Number of shares of common stock outstanding at August 12, 2002: 6,527,671
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TABLE OF CONTENTS
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheet at June 30, 2002 and December 31, 2001
Consolidated Statement of Operations for the three and six months ended
June 30, 2002 and 2001
Consolidated Statement of Cash Flows for the six months ended
June 30, 2002 and 2001
Condensed Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
APPENDIX A - GLOSSARY OF DEFINED TERMS
MAXXAM INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN MILLIONS OF DOLLARS, EXCEPT SHARE INFORMATION)
JUNE 30, DECEMBER 31,
2002 2001
------------- -------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents........................................................... $ 83.5 $ 272.2
Marketable securities and other investments......................................... 151.0 152.8
Receivables:
Trade, net of allowance for doubtful accounts of $3.2 and $10.0, respectively.... 16.3 140.5
Other............................................................................ 7.8 91.6
Inventories......................................................................... 33.0 364.7
Prepaid expenses and other current assets........................................... 53.7 134.2
------------- -------------
Total current assets........................................................... 345.3 1,156.0
Property, plant and equipment, net of accumulated depreciation of $134.1 and
$1,094.7, respectively.............................................................. 288.7 1,499.5
Timber and timberlands, net of accumulated depletion of $198.5 and $193.6,
respectively........................................................................ 232.0 235.1
Investments in and advances to unconsolidated affiliates............................... 7.9 70.9
Deferred income taxes.................................................................. 116.2 109.6
Restricted cash, marketable securities and other investments........................... 67.6 98.5
Long-term receivables and other assets................................................. 98.8 765.7
------------- -------------
$ 1,156.5 $ 3,935.3
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.................................................................... $ 9.4 $ 180.4
Accrued interest.................................................................... 28.8 66.1
Accrued compensation and related benefits........................................... 18.1 168.3
Other accrued liabilities........................................................... 24.7 248.6
Payable to affiliates............................................................... - 52.9
Short-term borrowings and current maturities of long-term debt, excluding $2.4
and $2.3, respectively, of repurchased Timber Notes held in the SAR Account...... 28.4 217.2
------------- -------------
Total current liabilities...................................................... 109.4 933.5
Long-term debt, less current maturities and excluding $53.5 and $55.4, respectively,
of repurchased Timber Notes held in the SAR Account................................. 961.6 1,706.8
Accrued postretirement medical benefits................................................ 10.7 652.4
Losses in excess of investment in Kaiser............................................... 498.2 -
Other noncurrent liabilities........................................................... 114.5 999.7
------------- -------------
Total liabilities.............................................................. 1,694.4 4,292.4
------------- -------------
Commitments and contingencies (see Note 8)
Minority interests..................................................................... - 118.5
Stockholders' deficit:
Preferred stock, $0.50 par value; 12,500,000 shares authorized; Class A $0.05
Non-Cumulative Participating Convertible Preferred Stock; 669,235
shares issued.................................................................... 0.3 0.3
Common stock, $0.50 par value; 28,000,000 shares authorized; 10,063,359 shares
issued........................................................................... 5.0 5.0
Additional capital.................................................................. 225.3 225.3
Accumulated deficit................................................................. (586.2) (524.2)
Accumulated other comprehensive loss................................................ (66.6) (66.3)
Treasury stock, at cost (shares held: preferred - 845; common - 3,535,688).......... (115.7) (115.7)
------------- -------------
Total stockholders' deficit.................................................... (537.9) (475.6)
------------- -------------
$ 1,156.5 $ 3,935.3
============= =============
The accompanying notes are an integral part of these financial statements.
MAXXAM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN MILLIONS OF DOLLARS, EXCEPT SHARE INFORMATION)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2002 2001 2002 2001
----------- ---------- ---------- -----------
(UNAUDITED)
Net sales:
Forest products............................................... $ 54.3 $ 53.2 $ 102.2 $ 98.0
Real estate................................................... 9.0 10.8 24.1 20.7
Racing........................................................ 5.1 5.4 14.9 14.8
Aluminum...................................................... - 446.8 167.5 927.1
----------- ---------- ---------- -----------
68.4 516.2 308.7 1,060.6
----------- ---------- ---------- -----------
Costs and expenses:
Cost of sales and operations:
Forest products............................................ 36.1 42.7 71.5 82.7
Real estate................................................ 4.7 6.2 10.2 11.5
Racing..................................................... 3.9 3.9 9.5 9.4
Aluminum................................................... - 426.8 158.6 643.1
Selling, general and administrative expenses.................. 14.2 39.1 51.7 80.6
Depreciation, depletion and amortization...................... 9.4 27.7 27.5 54.2
----------- ---------- ---------- -----------
68.3 546.4 329.0 881.5
----------- ---------- ---------- -----------
Operating income (loss):
Forest products............................................... 7.4 1.0 9.9 (3.5)
Real estate................................................... (3.6) (2.1) (1.2) (3.5)
Racing........................................................ (0.4) (0.4) 0.7 0.9
Aluminum...................................................... - (26.1) (23.6) 190.8
Corporate..................................................... (3.3) (2.6) (6.1) (5.6)
----------- ---------- ---------- -----------
0.1 (30.2) (20.3) 179.1
Other income (expense):
Investment, interest and other income (expense), net.......... 7.1 (38.5) 4.6 (22.2)
Interest expense.............................................. (19.2) (44.3) (51.4) (89.5)
Amortization of deferred financing costs...................... (0.7) (2.0) (1.8) (4.5)
----------- ---------- ---------- -----------
Income (loss) before income taxes, minority interests and
extraordinary items........................................... (12.7) (115.0) (68.9) 62.9
Benefit (provision) for income taxes............................. 4.6 45.6 3.9 (25.2)
Minority interests............................................... - 25.0 0.9 (18.7)
----------- ---------- ---------- -----------
Income (loss) before extraordinary item.......................... (8.1) (44.4) (64.1) 19.0
Extraordinary item:
Gains on repurchases of debt, net of income tax provision
of $0.1, $0.9, $1.1, and $2.0, respectively................ 0.3 1.7 2.1 3.6
----------- ---------- ---------- -----------
Net income (loss)................................................ $ (7.8) $ (42.7) $ (62.0) $ 22.6
=========== ========== ========== ===========
Basic and diluted earnings (loss) per common share:
Income (loss) before extraordinary item....................... $ (1.25) $ (6.80) $ (9.82) $ 2.59
Extraordinary item............................................ 0.05 0.27 0.32 0.50
----------- ---------- ---------- -----------
Net income (loss)............................................. $ (1.20) $ (6.53) $ (9.50) $ 3.09
=========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements.
MAXXAM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS OF DOLLARS)
SIX MONTHS ENDED
JUNE 30,
-----------------------
2002 2001
---------- -----------
(UNAUDITED)
Cash flows from operating activities:
Net income (loss)...................................................................... $ (62.0) $ 22.6
Adjustments to reconcile net income (loss) to net cash provided by (used for)
operating activities:
Depreciation, depletion and amortization............................................ 27.5 54.2
Extraordinary gains on repurchases of debt, net..................................... (2.1) (3.6)
Net gains on marketable securities.................................................. (2.6) (8.2)
Net gains on other asset dispositions............................................... (5.3) (2.5)
Minority interests.................................................................. (0.9) 18.7
Amortization of deferred financing costs............................................ 1.8 4.5
Equity in earnings (loss) of unconsolidated affiliates, net of dividends received... 0.9 (0.9)
Increase (decrease) in cash resulting from changes in:
Receivables....................................................................... 14.4 87.2
Inventories....................................................................... 16.9 32.1
Prepaid expenses and other current assets......................................... 46.2 (8.0)
Accounts payable.................................................................. 9.9 (25.8)
Accrued and deferred income taxes................................................. (8.4) (5.0)
Payable to affiliates and other accrued liabilities............................... (49.0) (38.5)
Accrued interest.................................................................. 8.4 (2.8)
Long-term assets and long-term liabilities........................................ (25.4) 70.0
Other............................................................................... 0.9 (10.9)
---------- -----------
Net cash provided by (used for) operating activities.............................. (28.8) 183.1
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from dispositions of property and investments............................. 6.0 4.7
Net sales (purchases) of marketable securities and other investments................... 4.9 (93.9)
Capital expenditures................................................................... (12.9) (251.5)
Decrease in cash attributable to deconsolidation of Kaiser............................. (130.4) -
Other.................................................................................. - (0.2)
---------- -----------
Net cash used for investing activities............................................ (132.4) (340.9)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuances of long-term debt.............................................. 3.7 128.0
Redemptions, repurchases of and principal payments on long-term debt................... (40.3) (61.6)
Repayments under revolving and short-term credit facilities............................ (19.8) (66.6)
Incurrence of deferred financing costs................................................. - (5.2)
Restricted cash withdrawals, net....................................................... 29.9 8.5
Treasury stock repurchases............................................................. - (2.9)
Other.................................................................................. (1.0) (5.5)
---------- -----------
Net cash used for financing activities............................................ (27.5) (5.3)
---------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS................................................. (188.7) (163.1)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.......................................... 272.2 353.2
---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................................................ $ 83.5 $ 190.1
========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid, net of capitalized interest............................................. $ 43.0 $ 92.3
Income taxes paid, net................................................................. - 29.5
Decrease in accounts payable attributable to capital expenditures...................... - (23.5)
The accompanying notes are an integral part of these financial statements.
MAXXAM INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The information contained in the following notes to the consolidated
financial statements is condensed from that which would appear in the annual
consolidated financial statements; accordingly, the consolidated financial
statements included herein should be reviewed in conjunction with the
consolidated financial statements and related notes thereto contained in the
Form 10-K. Any capitalized terms used but not defined in these Condensed Notes
to Consolidated Financial Statements are defined in the "Glossary of Defined
Terms" contained in Appendix A. All references to the "Company" include MAXXAM
Inc. and its subsidiary companies unless otherwise noted or the context
indicates otherwise. Accounting measurements at interim dates inherently involve
greater reliance on estimates than at year end. The results of operations for
the interim periods presented are not necessarily indicative of the results to
be expected for the entire year.
The consolidated financial statements included herein are unaudited;
however, they include all adjustments of a normal recurring nature which, in the
opinion of management, are necessary for a fair presentation of the consolidated
financial position of the Company at June 30, 2002, and the consolidated results
of operations for the three and six months ended June 30, 2002 and 2001, and the
consolidated cash flows for the six months ended June 30, 2002 and 2001.
DECONSOLIDATION OF KAISER
Under generally accepted accounting principles, consolidation is generally
required for investments of more than 50% of the outstanding voting stock of an
investee, except when control is not held by the majority owner. Under these
principles, legal reorganization or bankruptcy represent conditions which can
preclude consolidation in instances where control rests with the bankruptcy
court, rather than the majority owner. As discussed below, on February 12, 2002,
Kaiser and certain of its subsidiaries filed for reorganization under Chapter 11
of the Code. As a result, the Company deconsolidated Kaiser's financial results
beginning February 12, 2002, and began reporting its investment in Kaiser using
the cost method.
Through February 11, 2002, under generally accepted principles of
consolidation, the Company had recognized losses in excess of its investment in
Kaiser of $498.2 million. Since Kaiser's results are no longer consolidated and
the Company believes that it is not probable that it will be obligated to fund
losses related to its investment in Kaiser, any adjustments reflected in
Kaiser's financial statements subsequent to February 12, 2002 (relating to the
recoverability and classification of recorded asset amounts and classification
of liabilities or the effects on existing stockholders' deficit as well as
adjustments made to Kaiser's financial information for loss contingencies and
other matters), are not expected to affect the Company's financial results.
As previously disclosed in its audited Consolidated Financial Statements
for December 31, 2001, the Company expected it would reverse its losses in
excess of its investment in Kaiser on February 12, 2002 and would recognize
amounts previously reported as Other Comprehensive Income (a component of
stockholders' deficit) in its income statement upon deconsolidation. However,
subsequent to filing the Form 10-K, the Company determined that it should not
reverse the losses or recognize in earnings the other comprehensive losses
related to Kaiser at the time deconsolidation occurred. The Company expects it
will consider reversal of these losses when either: (1) Kaiser's bankruptcy is
resolved and the amount of the Company's remaining investment in Kaiser is
determined or (2) the Company disposes of its shares of Kaiser common stock.
Accordingly, these condensed consolidated financial statements do not reflect
any adjustments related to the deconsolidation of Kaiser other than presenting
the Company's investment in Kaiser using the cost method, which reflects the
investment as a single amount on its balance sheet ($(498.2) million), and
discontinuing the recording of earnings or losses from Kaiser after February 11,
2002. When either of the events described above occurs, the Company will
re-evaluate the appropriate accounting treatment of its investment in Kaiser
based upon the facts and circumstances at such time. No assurances can be given
that the Company's ownership interest in Kaiser will not be significantly
diluted or cancelled as a result of a plan of reorganization applicable to
Kaiser.
The following financial data reflects the results of operations of the
Company, excluding Kaiser, for the periods presented (in millions, except share
data).
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- --------------------
2002 2001 2002 2001
--------- -------- --------- ---------
Net sales................................................................ $ 68.4 $ 69.4 $ 141.2 $ 133.5
Costs and expenses....................................................... (68.3) (73.5) (137.9) (145.2)
--------- -------- --------- ---------
Operating income (loss).................................................. 0.1 (4.1) 3.3 (11.7)
Other income (expenses) - net............................................ 7.1 13.2 12.7 22.2
Interest expense......................................................... (19.9) (19.2) (40.5) (39.0)
--------- -------- --------- ---------
Loss before income taxes and minority interests.......................... (12.7) (10.1) (24.5) (28.5)
Income tax benefit....................................................... 4.6 4.7 8.6 10.5
Minority interests....................................................... - - 0.2 -
--------- -------- --------- ---------
Loss before extraordinary item........................................... (8.1) (5.4) (15.7) (18.0)
Extraordinary item....................................................... 0.3 1.7 2.1 3.6
--------- -------- --------- ---------
Net loss................................................................. $ (7.8) $ (3.7) $ (13.6) $ (14.4)
========= ======== ========= =========
Net loss per share:
Basic................................................................. $ (1.20) $ (0.55) $ (2.08) $ (2.16)
Diluted............................................................... (1.20) (0.55) (2.08) (2.16)
REORGANIZATION PROCEEDINGS
On February 12, 2002, Kaiser, KACC and 13 of KACC's wholly owned
subsidiaries filed separate voluntary petitions in the Court for reorganization
under Chapter 11 of the Code. On March 15, 2002, two additional wholly owned
subsidiaries of KACC filed similar petitions. None of Kaiser's non-U.S.
affiliates were included in the Cases. The Cases are being jointly administered
by the Court with the Debtors managing their businesses in the ordinary course
as debtors-in-possession subject to the control and supervision of the Court.
The necessity for filing the Cases was attributable to the liquidity and
cash flow problems of Kaiser arising in late 2001 and early 2002. Kaiser was
facing significant near-term debt maturities at a time of unusually weak
aluminum industry business conditions, depressed aluminum prices and a broad
economic slowdown that was further exacerbated by the events of September 11,
2001. In addition, Kaiser had become increasingly burdened by the asbestos
litigation and growing legacy obligations for retiree medical and pension costs.
The confluence of these factors created the prospect of continuing operating
losses and negative cash flow, resulting in lower credit ratings and an
inability to access the capital markets.
The outstanding principal of, and accrued interest on, all long-term debt
of the Debtors became immediately due and payable as a result of the
commencement of the Cases. However, the vast majority of the claims in existence
at the Filing Date (including claims for principal and accrued interest and
substantially all legal proceedings) are stayed (deferred) during the pendency
of the Cases. In connection with the filing of the Cases, the Court, upon motion
by the Debtors, authorized the Debtors to pay or otherwise honor certain
unsecured pre-Filing Date claims, including employee wages and benefits and
customer claims in the ordinary course of business, subject to certain
limitations. In July 2002, the Court also issued a final order authorizing
Kaiser to fund the cash requirements of its foreign joint ventures in the
ordinary course of business and to continue using Kaiser's existing cash
management systems. The Debtors also have the right to assume or reject
executory contracts existing prior to the Filing Date, subject to Court approval
and certain other limitations. In this context, "assumption" means that the
Debtors agree to perform their obligations and cure certain existing defaults
under an executory contract and "rejection" means that the Debtors are relieved
from their obligations to perform further under an executory contract and are
subject only to a claim for damages for the breach thereof. Any claim for
damages resulting from the rejection of an executory contract is treated as a
general unsecured claim in the Cases.
Generally, pre-Filing Date claims, including certain contingent or
unliquidated claims, against the Debtors will fall into two categories: secured
and unsecured. Under the Code, a creditor's claim is treated as secured only to
the extent of the value of the collateral securing such claim, with the balance
of such claim being treated as unsecured. Unsecured and partially secured claims
do not accrue interest after the Filing Date. A fully secured claim, however,
does accrue interest after the Filing Date until the amount due and owing to the
secured creditor, including interest accrued after the Filing Date, is equal to
the value of the collateral securing such claim. The amount and validity of
pre-Filing Date contingent or unliquidated claims, although presently unknown,
ultimately may be established by the Court or by agreement of the parties. As a
result of the Cases, additional pre-Filing Date claims and liabilities may be
asserted, some of which may be significant. No provision has been included in
the accompanying financial statements or the financial data and information of
Kaiser included herein for such potential claims and additional liabilities that
may be filed on or before a date to be fixed by the Court as the last day to
file proofs of claim.
Kaiser's objective in the Cases is to achieve the highest possible
recoveries for all creditors and stockholders, and to continue the operation of
their businesses. However, there can be no assurance that the Debtors will be
able to attain these objectives or achieve a successful reorganization. Further,
there can be no assurance that the liabilities of the Debtors will not be found
to exceed the fair value of their assets. This could result in claims being paid
at less than 100% of their face value and the equity of Kaiser's stockholders,
including the Company, being diluted or cancelled.
Under the Code, the rights of and ultimate payments to pre-Filing Date
creditors and stockholders may be substantially altered from their contractual
terms. At this time, it is not possible to predict the outcome of the Cases, in
general, or the effect of the Cases on the businesses of the Debtors or on the
interests of creditors and stockholders.
Two creditors' committees, one representing the unsecured creditors and
the other representing the asbestos claimants, have been appointed in the Cases
and, in accordance with the provisions of the Code, will have the right to be
heard on all matters that come before the Court. The Debtors expect that the
appointed committees, together with a legal representative of potential future
asbestos claimants to be appointed by the Court, will play important roles in
the Cases and the negotiation of the terms of any plan or plans of
reorganization. The Debtors are required to bear certain of the committees'
costs and expenses, including those of their counsel and other advisors.
The Debtors anticipate that substantially all liabilities of the Debtors
as of the Filing Date will be resolved under one or more plans of reorganization
to be proposed and voted on in the Cases in accordance with the provisions of
the Code. Although the Debtors intend to file and seek confirmation of such a
plan or plans, there can be no assurance as to when the Debtors will file such a
plan or plans, or that such plan or plans will be confirmed by the Court and
consummated.
As provided by the Code, the Debtors had the exclusive right to propose a
plan of reorganization for 120 days following the Filing Date. The Court has
subsequently approved an extension of the exclusivity period through December
12, 2002. A further extension of the exclusivity period may be sought by the
Debtors. However, no assurance can be given that such extension will be granted
by the Court. If the Debtors fail to file a plan of reorganization during the
exclusivity period, or if such plan is not accepted by the requisite number of
creditors and equity holders entitled to vote on the plan, other parties in
interest in the Cases may be permitted to propose their own plan(s) of
reorganization for the Debtors.
In March 2002, the Company filed a suit with the Court asking the Court to
find that it has no further obligations to the Debtors under certain tax
allocation agreements. The Company's suit is based on the assertion that the
agreements are personal contracts and financial accommodations which cannot be
assumed under the Code.
On April 12, 2002, Kaiser filed with the Court a motion seeking an order
of the Court prohibiting the Company (or MGHI), without first seeking Court
relief, from making any disposition of its stock of Kaiser, including any sale,
transfer, or exchange of such stock or treating any of its Kaiser stock as
worthless for federal income tax purposes. Kaiser indicated in its Court filing
that it was concerned that such a transaction could have the effect of depriving
Kaiser of the ability to utilize the full value of its net operating losses,
foreign tax credits and minimum tax credits. On July 22, 2002, the Company
agreed with Kaiser that it would not dispose of any of its Kaiser shares prior
to a hearing on the April 12, 2002 motion. The Company and Kaiser also agreed
that the Company (or MGHI) may upon 10 days written notice to Kaiser (a) request
the Court to hear the matter at a special hearing or (b) have the matter heard
at one of Kaiser's scheduled monthly bankruptcy hearings.
As of August 12, 2002, the Company owns 50,000,000 shares of the common
stock of Kaiser. Kaiser's common stock is publicly traded on the OTC Bulletin
Board under the trading symbol "KLUCQ." The market value for the Kaiser Shares
based on the price per share quoted at the close of business on August 12, 2002,
was $2.5 million. There can be no assurance that such value would be realized
should the Company dispose of its investment in the Kaiser shares.
The financial information of Kaiser contained herein has been prepared in
accordance with SOP 90-7, and on a going concern basis, which contemplates the
realization of assets and the liquidation of liabilities in the ordinary course
of business. However, as a result of the Cases, such realization of assets and
liquidation of liabilities are subject to a significant number of uncertainties.
Since Kaiser's results will no longer be consolidated with the Company's
results, and the Company believes it is not probable that it will be obligated
to fund losses related to its investment in Kaiser under principles of
consolidation, the material uncertainties related to Kaiser are not expected to
impact the Company's financial results.
The following tables contain summarized financial information of Kaiser
(in millions).
JUNE 30, DECEMBER 31,
2002 2001
------------- --------------
Current assets....................................................................... $ 677.6 $ 759.2
Property, plant and equipment, net................................................... 1,173.8 1,215.4
Other assets......................................................................... 773.5 769.1
------------- --------------
Total assets.............................................................. $ 2,624.9 $ 2,743.7
============= ==============
Liabilities not subject to compromise:
Current liabilities............................................................... $ 368.5 $ 803.4
Long-term debt, less current maturities........................................... 42.9 700.8
Other liabilities................................................................. 102.2 1,562.1
Liabilities subject to compromise.................................................... 2,573.9 -
Minority interests................................................................... 119.4 118.5
Stockholders' deficit................................................................ (582.0) (441.1)
------------- --------------
Total liabilities and stockholders' deficit.............................. $ 2,624.9 $ 2,743.7
============= ==============
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- --------------------
2002 2001 2002 2001
--------- -------- --------- ---------
Net sales................................................................ $ 386.3 $ 446.8 $ 756.9 $ 927.1
Costs and expenses....................................................... (423.0) (474.4) (830.3) (739.3)
Other income (expenses), net............................................. (8.7) (78.8) (29.6) (99.4)
--------- -------- --------- ---------
Income (loss) before income taxes and minority interests................. (45.4) (106.4) (103.0) 88.4
Benefit (provision) for income taxes..................................... (6.4) 41.5 (14.4) (34.5)
Minority interests....................................................... 1.4 0.8 2.9 1.6
--------- -------- --------- ---------
Net income (loss)........................................................ $ (50.4) $ (64.1) $ (114.5) $ 55.5
========= ======== ========= =========
COMPREHENSIVE INCOME (LOSS)
The following table sets forth comprehensive income (loss) (in millions).
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- -------------------
2002 2001 2002 2001
--------- --------- -------- ---------
Net income (loss)....................................................... $ (7.8) $ (42.7) $ (62.0) $ 22.6
Cumulative effect of accounting change, net of income tax provision
of $0.3.............................................................. - - - 1.1
Unrealized net losses on derivative instruments arising during the
period, net of income tax benefits of $1.5 and $2.7, respectively.... - (2.6) - (4.6)
Less reclassification adjustment for realized net gains on derivative
instruments included in net income, net of income tax (provision)
benefit of $(3.6) and $0.6, respectively............................. - 5.5 - (1.6)
Change in value of available-for-sale investments, net of income
tax (provision) benefit of $(0.2), $-, $0.2 and $(0.2),
respectively......................................................... 0.3 (0.1) (0.3) 0.2
--------- --------- -------- ---------
Comprehensive income (loss)............................................. $ (7.5) $ (39.9) $ (62.3) $ 17.7
========= ========= ======== =========
NEW ACCOUNTING STANDARDS
In June 2001, the FASB issued SFAS Nos. 141 and SFAS No. 142. SFAS No. 141
requires all business combinations initiated after June 30, 2001, to be
accounted for using the purchase method. Under SFAS No. 142, goodwill is no
longer subject to amortization over its estimated useful life. Instead, goodwill
will be subject to at least an annual assessment for impairment by applying a
fair-value-based test. Separable intangible assets that have finite lives will
continue to be amortized over their useful lives. The provisions of SFAS No. 142
apply to all business combinations initiated after June 30, 2001, and are
required to be implemented effective January 1, 2002. As of December 31, 2001,
unamortized goodwill (which was attributable solely to subsidiaries of Kaiser)
was approximately $11.4 million and was included in long-term receivables and
other assets in the accompanying consolidated balance sheet. This unamortized
goodwill was eliminated upon deconsolidation of Kaiser on February 12, 2002. The
adoption of SFAS No. 141 and 142 did not have a material impact on the Company's
financial statements.
In June 2001, the FASB issued SFAS No. 143, which addresses accounting and
reporting standards for obligations associated with the retirement of tangible
long-lived assets and the related asset retirement costs. The Company is
required to adopt SFAS No. 143 beginning on January 1, 2003. In general, SFAS
No. 143 requires the recognition of a liability resulting from anticipated asset
retirement obligations, offset by an increase in the value of the associated
productive asset for such anticipated costs. Over the life of the asset,
depreciation expense is to include the ratable expensing of the retirement cost
included with the asset value. The statement applies to all legal obligations
associated with the retirement of a tangible long-lived asset that results from
the acquisition, construction, or development and/or the normal operation of a
long-lived asset, except for certain lease obligations. Excluded from this
statement are obligations arising solely from a plan to dispose of a long-lived
asset and obligations that result from the improper operation of an asset (i.e.
certain types of environmental obligations). The Company is continuing its
evaluation of SFAS No. 143. However, the Company does not currently expect the
adoption of SFAS No. 143 to have a material impact on its future financial
statements.
In August 2001, the FASB issued SFAS No. 144, which sets forth new
guidance for accounting and reporting for impairment or disposal of long-lived
assets. The provisions of SFAS No. 144 were effective for the Company beginning
on January 1, 2002. Based on presently available estimates, the new impairment
and disposal rules did not result in the recognition of impairment losses in
2002 beyond those reported as of December 31, 2001 (see Note 2). In addition to
the new guidance on impairments, SFAS No. 144 broadens the applicability of the
provisions of Accounting Principles Board Opinion 30 for the presentation of
discontinued operations in the income statement to include a component of an
entity (rather than a segment of a business). A component of an entity comprises
operations and cash flows that can be clearly distinguished, operationally and
for financial reporting purposes, from the rest of the entity. Effective after
December 31, 2001, when the Company commits to a plan of sale of a component of
an entity, such component will be presented as a discontinued operation if the
operations and cash flows of the component will be eliminated from the ongoing
operations of the entity and the entity will not have any significant continuing
involvement in the operations of the component. Although this provision will not
affect the total amount reported for net income, the income statements of prior
periods will be reclassified to report the results of operations of the
component separately when a component of an entity is reported as a discontinued
operation. The Company does not currently expect the adoption of SFAS No. 144 to
have a material impact on its financial statements.
In April 2002, the FASB issued SFAS No. 145, which rescinds the previous
guidance for debt extinguishments. This statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe applicability under changed conditions. SFAS No. 145
eliminates the requirement that gains and losses from extinguishment of debt be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. However, transactions would not be prohibited from
extraordinary item classification if they meet the criteria in APB Opinion 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." Applying the provisions of APB 30 will distinguish
transactions that are part of an entity's recurring operations from those that
are unusual or infrequent or that meet the criteria for classification as an
extraordinary item. This statement is effective for fiscal years beginning after
May 15, 2002. The Company does not expect the adoption of SFAS No. 145 to have a
material impact on its financial statements.
In July 2002, the FASB issued SFAS No. 146. The standard requires
companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. Costs covered by the standard include lease termination costs and certain
employee severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. This statement is
to be applied prospectively to exit or disposal activities initiated after
December 31, 2002.
2. SEGMENT INFORMATION
The following table presents unaudited financial information by reportable
segment (in millions).
REPORTABLE SEGMENTS CONSOLIDATED
-------------------------------- TOTAL EXCLUDING
FOREST REAL RACING ALUMINUM ALUMINUM CONSOLIDATED
PRODUCTS ESTATE OPERATIONS CORPORATE OPERATIONS OPERATIONS TOTAL
---------- -------- ---------- ----------- -------------- ---------- ------------
Net sales to unaffiliated
customers for the three
months ended:
June 30, 2002......... $ 54.3 $ 9.0 $ 5.1 $ - $ 68.4 $ - $ 68.4
June 30, 2001......... 53.2 10.8 5.4 - 69.4 446.8 516.2
Operating income (loss)
for the three months
ended:
June 30, 2002......... 7.4 (3.6) (0.4) (3.3) 0.1 - 0.1
June 30, 2001......... 1.0 (2.1) (0.4) (2.6) (4.1) (26.1) (30.2)
Depreciation, depletion
and amortization for the
three months ended:
June 30, 2002......... 6.5 2.4 0.4 0.1 9.4 - 9.4
June 30, 2001......... 5.3 1.3 0.3 0.1 7.0 20.7 27.7
Net sales to unaffiliated
customers for the six
months ended:
June 30, 2002......... 102.2 24.1 14.9 - 141.2 167.5 (1) 308.7
June 30, 2001......... 98.0 20.7 14.8 - 133.5 927.1 1,060.6
Operating income (loss)
for the six months ended:
June 30, 2002......... 9.9 (1.2) 0.7 (6.1) 3.3 (23.6)(1) (20.3)
June 30, 2001......... (3.5) (3.5) 0.9 (5.6) (11.7) 190.8 179.1
Depreciation, depletion
and amortization for the
six months ended:
June 30, 2002......... 11.8 5.0 0.8 0.2 17.8 9.7 (1) 27.5
June 30, 2001......... 10.2 2.6 0.7 0.2 13.7 40.5 54.2
Total assets as of:
June 30, 2002......... 562.5 295.0 37.5 261.5 1,156.5 - (2) 1,156.5
December 31, 2001..... 610.8 300.0 40.4 285.0 1,236.2 2,699.1 3,935.3
- ------------------
(1) Amounts attributable to the aluminum segment are for the period from January
1, 2002, through February 11, 2002.
(2) As a result of the deconsolidation of Kaiser, the aluminum segment's balance
sheet amounts are not included in the consolidated total as of June 30, 2002.
Operating income (loss) in the column entitled "Corporate" represents
general and administrative expenses not directly attributable to the reportable
segments. This column also serves to reconcile the total of the reportable
segments' amounts to totals in the Company's consolidated financial statements.
SPECIAL ITEMS
Forest Products
During 2001, comprehensive external and internal reviews were conducted of
Pacific Lumber's business operations. These reviews were conducted in an effort
to identify ways in which Pacific Lumber could operate on a more efficient and
cost effective basis. Based upon the results of these reviews, Pacific Lumber,
among other things, closed two of its four sawmills, eliminated certain of its
operations, including its soil amendment and concrete block activities, began
utilizing more efficient harvesting methods and adopted certain other cost
saving measures. Most of these changes were implemented by Pacific Lumber in the
last quarter of 2001, or the first quarter of 2002. Pacific Lumber also ended
its internal logging operations (which historically performed approximately half
of its logging operations) as of March 31, 2002, and will rely exclusively on
third party contract loggers to conduct these activities in the future. In
connection with these changes, the Company recorded an impairment charge to
operating costs of $2.2 million in the fourth quarter of 2001.
As a result of the changes described above, the Company identified
machinery and equipment that it no longer needed for its current or future
operations and in 2001 committed to a plan for disposal of these assets during
2002. During the six months ended June 30, 2002, machinery and equipment with a
carrying value of $1.0 million was sold, resulting in a gain of $1.3 million.
A $2.6 million restructuring charge was recorded in the fourth quarter of
2001 reflecting cash termination benefits associated with the separation of
approximately 305 employees as part of an involuntary termination plan. As of
June 30, 2002, all of the affected employees had left the Company, and the
entire amount of the related liability had been paid.
Real Estate
The real estate segment's investment, interest and other income (expense)
includes the following (in millions):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ------------------------
2002 2001 2002 2001
----------- ------------- ----------- -----------
Equity in earnings from real estate joint ventures............ $ 2.8 $ 2.2 $ 2.8 $ 3.0
=========== ============= =========== ===========
Aluminum
The aluminum segment's operating income for the period from January 1,
2002 to February 11, 2002, and the three and six months ended June 30, 2001,
includes the impact of certain special items shown in the following table (in
millions). These items are included in cost of sales and operations in the
Consolidated Statement of Operations.
PERIOD FROM THREE MONTHS SIX MONTHS
JANUARY 1, 2002, TO ENDED ENDED
FEBRUARY 11, 2002 JUNE 30, 2001 JUNE 30, 2001
----------------- ------------- --------------
Net gains (losses) on power sales................................ $ - $ (5.5) $ 222.7
Restructuring charges............................................ (1.3) (2.5) (2.5)
----------------- ------------- --------------
$ (1.3) $ (8.0) $ 220.2
================= ============= ==============
The aluminum segment's income before income taxes and minority interests
for the period from January 1, 2002 to February 11, 2002, and the three and six
months ended June 30, 2001, include the net impact of certain non-recurring
amounts included in investment, interest and other income (expense), net, as
shown in the following table (in millions):
PERIOD FROM THREE MONTHS SIX MONTHS
JANUARY 1, 2002, TO ENDED ENDED
FEBRUARY 11, 2002 JUNE 30, 2001 JUNE 30, 2001
------------------ ------------- --------------
Asbestos-related charges........................................... $ - $ (45.8) $ (53.3)
Mark-to-market gains............................................... (0.4) 3.1 18.4
Adjustment to environmental liabilities............................ - (8.0) (8.0)
All other, net..................................................... 2.2 (1.0) (1.5)
------------------ ------------ --------------
$ 1.8 $ (51.7) $ (44.4)
================== ============ ==============
3. CASH, MARKETABLE SECURITIES AND OTHER INVESTMENTS
RESTRICTED CASH, MARKETABLE SECURITIES AND OTHER INVESTMENTS
Cash, marketable securities and other investments include the following
amounts which are restricted (in millions):
JUNE 30, DECEMBER 31,
2002 2001
------------- --------------
Current assets:
Restricted cash and cash equivalents.............................................. $ 17.6 $ 42.8
------------- --------------
Marketable securities, restricted:
Amounts held in SAR Account.................................................... 17.7 17.1
------------- --------------
Long-term restricted cash, marketable securities and other investments:
Amounts held in SAR Account....................................................... 105.5 137.8
Other amounts restricted under the Timber Notes Indenture......................... 2.7 2.8
Other long-term restricted cash................................................... 11.1 10.9
Less: Amounts attributable to Timber Notes held in SAR Account.................... (51.7) (53.0)
------------- --------------
67.6 98.5
------------- --------------
Total restricted cash, marketable securities and other investments................... $ 102.9 $ 158.4
============= ==============
On March 5, 2002, Scotia LLC notified the trustee for the Timber Notes
that it had met all of the requirements of the SAR Reduction Date, as defined in
the Timber Notes Indenture (e.g., certain harvest, THP inventory and Scotia LLC
Line of Credit requirements). Accordingly, on March 20, 2002, Scotia LLC
released $29.4 million from the SAR Account and distributed this amount to
Pacific Lumber.
OTHER INVESTMENTS
Cash, marketable securities and other investments include a limited
partnership interest in the Equity Fund Partnership, which invests in a
diversified portfolio of common stocks and other equity securities whose issuers
are involved in merger, tender offer, spin-off or recapitalization transactions.
This investment is not consolidated, but is accounted for under the equity
method. The following table shows the Company's investment in the Equity Fund
Partnership, including restricted amounts held in the SAR Account, and the
ownership interest (dollars in millions).
JUNE 30, DECEMBER 31,
2002 2001
------------- --------------
Investment in Equity Fund Partnership:
Restricted........................................................................ $ 7.8 $ 10.6
Unrestricted...................................................................... 108.7 130.6
------------- --------------
$ 116.5 $ 141.2
============= ==============
Percentage of ownership held......................................................... 36.7% 41.0%
============= ==============
The following tables contain summarized financial information of the
Equity Fund Partnership (in millions).
JUNE 30, DECEMBER 31,
2002 2001
------------- --------------
Investments, at market value......................................................... $ 320.9 $ 331.7
Due from brokers..................................................................... 119.5 273.7
Other assets......................................................................... 8.3 24.7
------------- --------------
Total assets...................................................................... $ 448.7 $ 630.1
============= ==============
Investments sold, not yet purchased, at market value................................. $ 119.9 $ 283.6
Other liabilities.................................................................... 11.3 7.8
Partners' capital.................................................................... 317.5 338.7
------------- --------------
Total liabilities and partners' capital........................................... $ 448.7 $ 630.1
============= ==============
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- --------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Investment income............................................. $ 1.9 $ 3.9 $ 3.9 $ 7.5
Operating expenses............................................ (2.0) (4.9) (4.2) (7.0)
Net realized and unrealized gains on investments............. 2.2 10.1 5.5 10.3
------------ ------------ ------------ ------------
Net increase in partners' capital resulting from operations $ 2.1 $ 9.1 $ 5.2 $ 10.8
============ ============ ============ ============
As of June 30, 2002 and December 31, 2001, long-term restricted cash,
marketable securities and other investments also included $11.2 million and
$10.0 million, respectively, related to an investment in a limited partnership
which invests in, among other things, debt and equity securities associated with
developed and emerging markets.
4. INVENTORIES
Inventories consist of the following (in millions):
JUNE 30, DECEMBER 31,
2002 2001
-------------- --------------
Forest products operations:
Lumber............................................................................ $ 26.2 $ 29.3
Logs.............................................................................. 6.8 22.1
-------------- --------------
33.0 51.4
-------------- --------------
Aluminum operations:
Finished fabricated products...................................................... - 30.4
Primary aluminum and work in process.............................................. - 108.3
Bauxite and alumina............................................................... - 77.7
Operating supplies and repair and maintenance parts............................... - 96.9
-------------- --------------
- 313.3
-------------- --------------
$ 33.0(1) $ 364.7
============== ==============
- ---------------------
(1) As a result of the deconsolidation of Kaiser, Kaiser's inventory amounts
are not included in the consolidated total as of June 30, 2002.
Substantially all product inventories are stated at last-in, first-out
(LIFO) cost, not in excess of market.
5. Short-term Borrowings
At June 30, 2002, $14.0 million of letters of credit and no borrowings
were outstanding under the Pacific Lumber Credit Agreement. Unused availability
was limited to $21.0 million at June 30, 2002. On July 24, 2002, a letter
agreement was signed extending the maturity date of the Pacific Lumber Credit
Agreement from August 14, 2003, to August 13, 2004, subject to certain
conditions such as completion of a new credit agreement. In connection with such
extension, the facility commitment amount was reduced from $50.0 million to
$45.0 million.
The Scotia LLC Line of Credit allows Scotia LLC to borrow up to one year's
interest on the Timber Notes. On May 31, 2002, the Scotia LLC Line of Credit was
extended for an additional year to July 11, 2003. Annually, Scotia LLC will
request that the Scotia LLC Line of Credit be extended for a period of not less
than 364 days. If not extended, Scotia LLC may draw upon the full amount
available. The amount drawn would be repayable in 12 semiannual installments on
each note payment date (after the payment of certain other items, including the
Aggregate Minimum Principal Amortization Amount, as defined, then due),
commencing approximately two and one-half years following the date of the draw.
At June 30, 2002, Scotia LLC could have borrowed a maximum of $60.0 million
under the Scotia LLC Line of Credit, and there were no borrowings outstanding
under the Scotia LLC Line of Credit. On the note payment date in July 2002,
Scotia LLC borrowed $13.9 million under the Scotia LLC Line of Credit to pay
interest on the Timber Notes.
6. LONG-TERM DEBT
Long-term debt consists of the following (in millions):
JUNE 30, DECEMBER 31,
2002 2001
------------- ------------
12% MGHI Notes due August 1, 2003..................................................... $ 59.3 $ 88.2
6.55% Scotia LLC Timber Notes due July 20, 2028....................................... 106.9 120.3
7.11% Scotia LLC Timber Notes due July 20, 2028....................................... 243.2 243.2
7.71% Scotia LLC Timber Notes due July 20, 2028....................................... 463.3 463.3
7.56% Lakepointe Notes................................................................ 120.6 121.7
Other notes and contracts, primarily secured by receivables, buildings, real estate
and equipment...................................................................... 52.6 52.4
------------- ------------
1,045.9 1,089.1
Aluminum segment debt (1):
97/8% KACC Senior Notes due February 15, 2002, net of discount..................... - 172.8
107/8% KACC Senior Notes due October 15, 2006, including premium................... - 225.4
12 3/4% KACC Senior Subordinated Notes due February 1, 2003........................ - 400.0
Alpart CARIFA Loans................................................................ - 22.0
Other aluminum operations debt..................................................... - 54.1
------------- ------------
1,045.9 1,963.4
Less: current maturities........................................................ (28.4) (198.9)
Timber Notes held in SAR Account........................................... (55.9) (57.7)
------------- ------------
$ 961.6 $ 1,706.8
============= ============
- -------------------------
(1) As a result of the deconsolidation of Kaiser, the aluminum segment long-term
debt amounts are not included in the consolidated total as of June 30, 2002.
The amount attributable to the Timber Notes held in the SAR Account of
$51.7 million as of June 30, 2002, reflected in Note 3 above represents the
amount paid to acquire $55.9 million of principal amount of Timber Notes.
During the six months ended June 30, 2002, MGHI repurchased $28.9 million
of the MGHI Notes, resulting in an extraordinary gain of $2.1 million (net of
tax). Subsequent to June 30, 2002, MGHI repurchased $5.0 million of the MGHI
Notes, resulting in a small gain.
7. INCOME TAXES
Subsequent to the deconsolidation of Kaiser, the Company re-evaluated the
appropriateness of recognizing a deferred tax benefit with respect to the excess
of its tax basis over its financial reporting basis ($(498.2) million as of June
30, 2002) in Kaiser, which is now accounted for under the cost method. The
Company concluded that it should not recognize a deferred tax benefit with
respect to its investment in Kaiser, and recorded a full valuation allowance
against this deferred tax asset. The Company considered all appropriate factors
in determining the realizability of this deferred tax asset, including the
potential timing of a disposition, the character of the resulting loss, the
limitations on the use of such loss, and the impact on the realizability of
other remaining tax attributes.
8. CONTINGENCIES
FOREST PRODUCTS OPERATIONS
Regulatory and environmental matters play a significant role in the
Company's forest products business, which is subject to a variety of California
and federal laws and regulations, as well as the HCP and SYP, dealing with
timber harvesting practices, threatened and endangered species and habitat for
such species, and air and water quality.
The SYP complies with regulations of the California Board of Forestry and
Fire Protection requiring timber companies to project timber growth and harvest
on their timberlands over a 100-year planning period and to demonstrate that
their projected average annual harvest for any decade within a 100-year planning
period will not exceed the average annual harvest level during the last decade
of the 100-year planning period. The SYP is effective for 10 years (subject to
review after five years) and may be amended by Pacific Lumber, subject to
approval by the CDF. Revised SYPs will be prepared every decade that address the
harvest level based upon assessment of changes in the resource base and other
factors. The HCP and the Permits related to the HCP allow incidental "take" of
certain species located on the Company's timberlands which species have been
listed as endangered or threatened under the ESA and/or the CESA so long as
there is no "jeopardy" to the continued existence of such species. The HCP
identifies the measures to be instituted in order to minimize and mitigate the
anticipated level of take to the greatest extent practicable. The SYP is also
subject to certain of these provisions. The HCP and related Permits have a term
of 50 years.
In late May 2002, the Company completed its timber cruise, its first since
1986. The results of the timber cruise provided the Company with an estimate of
the volume of merchantable timber on the Company's timberlands. The new cruise
data reflected a 0.1 million MBF decrease in estimated overall timber volume as
compared to the estimated volumes reported as of December 31, 2001, using the
1986 cruise data (adjusted for harvest and estimated growth), with an increase
in young growth timber volume almost equal to the decrease in old growth timber
volume. This shift in timber volume between classifications decreased the
overall timber volume reported in Mbfe by 0.2 million to 2.9 million. The new
cruise data indicates that there is significantly less old growth timber
available for harvest than estimated as of December 31, 2001, using the 1986
cruise data. This change in mix could potentially result in a decrease in the
Company's revenue. However, because there are many variables that affect
revenues and profitability, the Company cannot quantify the effect of the above
changes on current and future cash flows. The new timber volumes are now being
utilized in various aspects of the Company's operations, including estimating
volumes on THPs and determining depletion expense.
Under the CWA, the EPA is required to establish TMDLs in water courses
that have been declared to be "water quality impaired." The EPA and the North
Coast Water Board are in the process of establishing TMDLs for 17 northern
California rivers and certain of their tributaries, including nine water courses
that flow within the Company's timberlands. The Company expects this process to
continue into 2010. In December 1999, the EPA issued a report dealing with TMDLs
on two of the nine water courses. The agency indicated that the requirements
under the HCP would significantly address the sediment issues that resulted in
TMDL requirements for these water courses. However, in a September 2000 report,
the staff of the North Coast Water Board proposed various actions for certain
water courses on the Company's timberlands, including restrictions on harvesting
beyond those required under the HCP. The North Coast Water Board has begun the
process of establishing the TMDL requirements applicable to two other water
courses on the Company's timberlands in addition to the two covered by the EPA's
December 1999 report. This will be a lengthy process, and the TMDL requirements
applicable to the Company's timberlands may require aquatic protection measures
that are different from or in addition to those in the HCP or that result from
the prescriptions to be developed pursuant to the watershed analysis process
provided for in the HCP.
A California statute, which becomes effective December 31, 2002,
eliminates a waiver previously granted to timber companies. This waiver had been
in effect for a number of years and waived the requirement under California
water quality regulations for timber companies to follow certain waste discharge
requirements in connection with their timber harvesting and related operations.
The new statute provides, however, that regional water boards such as the North
Coast Water Board are authorized to renew the waiver. If a regional water board
decides not to renew the waiver by January 1, 2003, it may notify a company that
the board will require such company to follow certain waste discharge
requirements in order to conduct harvesting operations on a THP. The waste
discharge requirements may include aquatic protection measures that are
different from or in addition to those provided for in the THP approved by the
CDF. If the Company were to be so notified, harvesting activities could be
delayed and/or adversely affected, as a separate, additional regulatory process
would be required for THPs.
On August 7, 2002, the North Coast Water Board issued the Company an order
requiring reports of waste discharge in connection with the Company's winter
operations in the Elk River basin to be conducted under THPs approved by CDF.
This order impacts an estimated 15,100 Mbfe of timber covered by a number of
THPs. This order prohibits winter operations in the watershed until the reports
are submitted by the Company and a determination is made by the North Coast
Water Board regarding what, if any, waste discharge requirements would be
imposed. This process could result in a significant delay or reduction in
harvest. The Company is considering how to respond to this order.
Since the consummation of the Headwaters Agreement in March 1999, there
has been a significant amount of work required in connection with the
implementation of the Environmental Plans, and this work is expected to continue
for several more years. During the implementation period, government agencies
had until recently failed to approve THPs in a timely manner. The rate of
approvals of THPs during 2001 improved over that for the prior year, and further
improvements have been experienced thus far in 2002. Although delays in the
approvals of THPs may from time to time continue to impact the Company's ability
to meet its harvesting goals, the Company anticipates that once the
Environmental Plans are fully implemented, the process of preparing THPs will
become more streamlined, and the time to obtain approval of THPs will
potentially be shortened (subject to the matters discussed in the previous
paragraphs).
Lawsuits are pending and threatened which seek to prevent the Company from
implementing the HCP and/or the SYP, implementing certain of the Company's
approved THPs, or carrying out certain other operations.
On April 3, 2002, the Environmental Protection Information Association
filed a 60-day notice letter threatening suit against the Company and certain
federal agencies under the ESA. The threatened suit would seek to require the
federal agencies to consider new information obtained since the approval of the
HCP concerning marbled murrelets and salmon and to require a cessation of
certain harvesting operations. No suit has yet been filed. The Company believes
that it has strong factual and legal defenses with respect to this matter;
however, there can be no assurance that such a suit would not have a material
adverse effect on the Company's financial position, results of operations, or
liquidity.
On January 28, 1997, the ERF lawsuit was filed against Pacific Lumber.
This action alleges that Pacific Lumber has discharged pollutants into federal
waterways, and seeks to enjoin these activities, remediation, civil penalties of
up to $25,000 per day for each violation, and other damages. This case was
dismissed by the District Court on August 19, 1999, but the dismissal was
reversed by the U.S. Ninth Circuit Court of Appeals on October 30, 2000, and the
case was remanded to the District Court. On June 5, 2002, the Company settled
this lawsuit for $0.5 million.
On December 2, 1997, the Wrigley lawsuit was filed. This action alleges,
among other things, that the defendants' logging practices have contributed to
an increase in flooding and damage to domestic water systems in a portion of the
Elk River watershed. The Company believes that it has strong factual and legal
defenses with respect to the Wrigley lawsuit; however, there can be no assurance
that it will not have a material adverse effect on the Company's financial
position, results of operations, or liquidity.
On March 31, 1999, the EPIC-SYP/Permits lawsuit was filed alleging, among
other things, various violations of the CESA and the California Environmental
Quality Act, and challenging, among other things, the validity and legality
of the SYP and the Permits issued by California. On March 31, 1999, the USWA
lawsuit was filed also challenging the validity and legality of the SYP. The
previously set trial dates for these matters have been postponed, and new trial
dates have not been set. The Company believes that appropriate procedures were
followed throughout the public review and approval process concerning the HCP
and the SYP, and the Company is working with the relevant government agencies to
defend these challenges. Although uncertainties are inherent in the final
outcome of the EPIC-SYP/Permits lawsuit and the USWA lawsuit, the Company
believes that the resolution of these matters should not result in a material
adverse effect on its financial condition, results of operations or the ability
to harvest timber.
On July 24, 2001, the Bear Creek lawsuit was filed. The lawsuit alleges
that Pacific Lumber's harvesting and other activities under certain of its
approved and proposed THPs will result in discharges of pollutants in violation
of the CWA. The plaintiff asserts that the CWA requires the defendants to obtain
a permit from the North Coast Water Board before beginning timber harvesting and
road construction activities in the Bear Creek watershed, and is seeking to
enjoin these activities until such permit has been obtained. The plaintiff also
seeks civil penalties of up to $27,000 per day for the defendant's alleged
continued violation of the CWA. The EPA has been joined as a defendant in this
case. The Company believes that the requirements under the HCP are adequate to
ensure that sediment and pollutants from its harvesting activities will not
reach levels harmful to the environment. Furthermore, EPA regulations
specifically provide that such activities are not subject to CWA permitting
requirements. The Company believes that it has strong legal defenses in this
matter; however, there can be no assurance that this lawsuit will not have a
material adverse effect on its consolidated financial condition or results of
operations.
While the Company expects environmentally focused objections and lawsuits
to continue, it believes that the HCP, the SYP and the Permits should enhance
its position in connection with these continuing challenges and, over time,
reduce or minimize such challenges.
OTS CONTINGENCY AND RELATED MATTERS
On December 26, 1995, the OTS initiated the OTS action against the Company
and others by filing the Notice. The Notice alleged, among other things,
misconduct by the Respondents with respect to the failure of USAT, a wholly
owned subsidiary of UFG. At the time of receivership, the Company owned
approximately 13% of the voting stock of UFG. The Notice claimed, among other
things, that the Company was a savings and loan holding company, that with
others it controlled USAT, and that, as a result of such status, it was
obligated to maintain the net worth of USAT. The Notice made numerous other
allegations against the Company and the other Respondents, including that
through USAT it was involved in prohibited transactions with Drexel Burnham
Lambert Inc. The hearing on the merits of this matter commenced on September 22,
1997 and concluded on March 1, 1999. On February 10, 1999, the OTS and FDIC
settled with all of the Respondents (except Mr. Charles Hurwitz (Chairman and
Chief Executive Officer of the Company), the Company and Federated) for $1.0
million and limited cease and desist orders.
Post hearing briefing concluded on January 31, 2000. In its post-hearing
brief, the OTS claimed, among other things, that the remaining Respondents, Mr.
Hurwitz, the Company and Federated, were jointly and severally liable to pay
either $821.3 million in restitution or reimbursement of $362.6 million for
alleged unjust enrichment. The OTS also claimed that each remaining Respondent
should be required to pay $4.6 million in civil money penalties, and that Mr.
Hurwitz should be prohibited from engaging in the banking industry. The
Respondents' brief claimed that none of them has any liability in this matter.
On September 12, 2001, the administrative law judge issued a recommended
decision in favor of the Respondents on each claim made by the OTS. The OTS
Director may accept or change the judge's recommended decision. If changed, such
a decision would then be subject to appeal by any of the Respondents to the
federal appellate court.
On August 2, 1995, the FDIC filed the FDIC action. The original complaint
was against Mr. Hurwitz and alleged damages in excess of $250.0 million based on
the allegation that Mr. Hurwitz was a controlling shareholder, de facto senior
officer and director of USAT, and was involved in certain decisions which
contributed to the insolvency of USAT. The original complaint further alleged,
among other things, that Mr. Hurwitz was obligated to ensure that UFG, Federated
and the Company maintained the net worth of USAT. In January 1997, the FDIC
filed an amended complaint which seeks, conditioned upon the OTS prevailing in
its administrative proceeding, unspecified damages from Mr. Hurwitz relating to
amounts the OTS does not collect from the Company and Federated with respect to
their alleged obligations to maintain USAT's net worth. The FDIC may not pursue
its claims under the FDIC action if the OTS Director accepts the judge's
recommended decision.
On May 31, 2000, the Company, Federated and Mr. Hurwitz filed the FDIC
counterclaim to the FDIC action. The FDIC counterclaim states that the FDIC
illegally paid the OTS to bring claims against the Company, Federated and Mr.
Hurwitz. The Company, Federated and Mr. Hurwitz are asking that the FDIC be
ordered to not make any further payments to the OTS to fund the administrative
proceedings described above, and seek reimbursement of attorneys' fees
and damages from the FDIC. As of March 31, 2002, such fees, which have been
recorded in the Company's Consolidated Statement of Operations as incurred, were
in excess of $35.0 million. The Company, Federated and Mr. Hurwitz intend to
pursue this claim vigorously.
In September 1997, the Company filed suit against a group of its insurers
after unsuccessful negotiations with certain of the insurers regarding coverage
related to the OTS action under the terms of certain directors and officers
liability policies. Binding arbitration with one of the insurers in this matter
is scheduled for October 1-4, 2002, and the lawsuit has been dismissed.
Although the OTS Director may change the judge's recommended decision, the
Company believes that the ultimate resolution of the OTS and FDIC actions should
not have a material adverse effect on its consolidated financial position,
results of operations or liquidity.
The Company's bylaws provide for indemnification of its officers and
directors to the fullest extent permitted by Delaware law. The Company is
obligated to advance defense costs to its officers and directors, subject to the
individual's obligation to repay such amount if it is ultimately determined that
the individual was not entitled to indemnification. In addition, the Company's
indemnity obligation can, under certain circumstances, include amounts other
than defense costs, including judgments and settlements.
On January 16, 2001, the Kahn lawsuit was filed against the Company,
Federated and certain of the Company's directors. The plaintiff purports to
bring this action as a stockholder of the Company derivatively on behalf of the
Company. The lawsuit concerns the OTS and FDIC actions, and the Company's
advancement of fees and expenses on behalf of Federated and certain of the
Company's directors in connection with these actions. It alleges that the
defendants have breached their fiduciary duties to the Company, and have wasted
corporate assets, by allowing the Company to bear all of the costs and expenses
of Federated and certain of the Company's directors related to the OTS and FDIC
actions. The plaintiff seeks to require Federated and certain of the Company's
directors to reimburse the Company for all costs and expenses incurred by the
Company in connection with the OTS and FDIC actions, and to enjoin the Company
from advancing to Federated or certain of the Company's directors any further
funds for costs or expenses associated with these actions. The parties to the
Kahn lawsuit have agreed to an indefinite extension of the defendants'
obligations to respond to the plaintiffs' claims. Although it is impossible to
assess the ultimate outcome of the Kahn lawsuit, the Company believes that the
resolution of this matter should not result in a material adverse effect on its
consolidated financial position, results of operations or liquidity.
OTHER MATTERS
The Company is involved in various other claims, lawsuits and other
proceedings relating to a wide variety of matters. While uncertainties are
inherent in the final outcome of such matters and it is presently impossible to
determine the actual costs that ultimately may be incurred, management believes
that the resolution of such uncertainties and the incurrence of such costs
should not have a material adverse effect on the Company's consolidated
financial position, results of operations or liquidity.
9. PER SHARE INFORMATION
Basic earnings per share is calculated by dividing net income by the
weighted average number of common shares outstanding during the period,
including the weighted average impact of the shares of Common Stock issued and
treasury stock acquired during the year from the date of issuance or repurchase
and the dilutive effect of Class A Preferred Stock (which is convertible into
Common Stock). Diluted earnings per share calculations also include the dilutive
effect of common and preferred stock options.
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- ---------------------------
2002 2001 2002 2001
------------ ------------ ----------- ------------
Weighted average shares outstanding:
Common Stock........................................... 6,527,671 6,531,816 6,527,671 6,637,187
Effect of dilution:
Class A Preferred Stock............................. - (1) - (1) - (1) 668,437
------------ ------------ ----------- ------------
Weighted average number of common and common equivalent
shares - Basic........................................ 6,527,671 6,531,816 6,527,671 7,305,624
Effect of dilution:
Stock options....................................... - (1) - (1) - (1) 10,630 (2)
------------ ------------ ----------- ------------
Weighted average number of common and common equivalent
shares - Diluted...................................... 6,527,671 6,531,816 6,527,671 7,316,254
============ ============ =========== ============
- ------------------
(1) The Company had losses for the three months ended June 30, 2002 and 2001,
and the six months ended June 30, 2002, respectively; therefore the Class A
Preferred Stock and options were not included in the computation of
earnings per share for the period.
(2) Options to purchase 428,629 shares of Common Stock outstanding during the
six months ended June 30, 2001, were not included in the computation of
diluted earnings per share because the options' exercise prices were
greater than the average market price of the Common Stock.
10. PENSION PLAN MATTERS
The assets of the pension plans sponsored by the Company and certain
subsidiaries, like numerous other companies' plans, are, to a substantial
degree, invested in equity trust funds which are managed by a third party. Given
the year-to-date performance of the capital markets, it is likely that, barring
a material improvement during the remainder of 2002, the Company may be required
to reflect an increase in its minimum pension liability in its year-end financial
statements as a result of a decline in the value of the assets held by
company-sponsored pension plans. Such an increase in the minimum pension
liability would be a non-cash adjustment that would be reflected as an increase
in pension liability with an offsetting charge to stockholders' deficit (net of
income tax) through comprehensive income (rather than net income). The ultimate
amount of such additional adjustment cannot be determined until year-end 2002.
However, such amount could be material.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following should be read in conjunction with the financial statements
in Part I, Item 1 of this Report and Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Item 8.
"Financial Statements and Supplementary Data" of the Form 10-K. Any capitalized
terms used but not defined in this Item are defined in the "Glossary of Defined
Terms" contained in Appendix A. Except as otherwise noted, all references to
notes represent the Notes to the Condensed Consolidated Financial Statements
included in Item 1.
This Quarterly Report on Form 10-Q contains statements which constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements appear in a number of places in
this section and in Part II. Item 1. "Legal Proceedings." Such statements can be
identified by the use of forward- looking terminology such as "believes,"
"expects," "may," "estimates," "will," "should," "plans" or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may vary materially from the
forward-looking statements as a result of various factors. These factors include
the effectiveness of management's strategies and decisions, general economic and
business conditions, developments in technology, new or modified statutory or
regulatory requirements and changing prices and market conditions. This Form
10-Q and the Form 10-K identify other factors that could cause such differences
between the forward-looking statements and actual results. No assurance can be
given that these are all of the factors that could cause actual results to vary
materially from the forward-looking statements.
RESULTS OF OPERATIONS
The Company operates in three industries: forest products, through MGI and
its wholly owned subsidiaries, principally Pacific Lumber and Britt; real estate
investment and development, managed through MPC; and racing operations through
SHRP, Ltd. MGHI owns 100% of MGI and is a wholly owned subsidiary of the
Company. In addition, the Company owns 62% of Kaiser, an integrated aluminum
producer. All references to the "Company," "Kaiser," "MGHI," "MGI," "Pacific
Lumber," "MPC" and "SHRP, Ltd." refer to the respective companies and their
subsidiaries, unless otherwise indicated or the context indicates otherwise.
DECONSOLIDATION OF KAISER
As a result of Kaiser's filing for bankruptcy, as discussed in Note 1 to
the Condensed Consolidated Financial Statements, Kaiser's financial results were
deconsolidated beginning February 12, 2002, and the Company began reporting its
investment in Kaiser using the cost method. Since Kaiser's results are no longer
consolidated and the Company believes that it is not probable that it will be
obligated to fund losses related to its investment in Kaiser, any adjustments
reflected in Kaiser's financial statements subsequent to February 12, 2002
(relating to the recoverability and classification of recorded asset amounts and
classification of liabilities or the effects on existing stockholders' deficit
as well as adjustments made to Kaiser's financial information for loss
contingencies and other matters), are not expected to affect the Company's
financial results.
The following financial data reflects the results of operations of the
Company, excluding Kaiser, for the periods presented (in millions, except share
data).
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2002 2001 2002 2001
----------- ---------- ---------- -----------
Net sales....................................................... $ 68.4 $ 69.4 $ 141.2 $ 133.5
Costs and expenses.............................................. (68.3) (73.5) (137.9) (145.2)
----------- ---------- ---------- -----------
Operating income (loss)......................................... 0.1 (4.1) 3.3 (11.7)
Other income (expenses) - net................................... 7.1 13.2 12.7 22.2
Interest expense................................................ (19.9) (19.2) (40.5) (39.0)
----------- ---------- ---------- -----------
Loss before income taxes and minority interests................. (12.7) (10.1) (24.5) (28.5)
Income tax benefit.............................................. 4.6 4.7 8.6 10.5
Minority interests.............................................. - - 0.2 -
----------- ---------- ---------- -----------
Loss before extraordinary item.................................. (8.1) (5.4) (15.7) (18.0)
Extraordinary item.............................................. 0.3 1.7 2.1 3.6
----------- ---------- ---------- -----------
Net loss........................................................ $ (7.8) $ (3.7) $ (13.6) $ (14.4)
=========== ========== ========== ===========
Net loss per share:
Basic........................................................ $ (1.20) $ (0.55) $ (2.08) $ (2.16)
Diluted...................................................... (1.20) (0.55) (2.08) (2.16)
See Note 1 to the Condensed Consolidated Financial Statements for further
discussion of Kaiser's reorganization proceedings and other matters.
FOREST PRODUCTS OPERATIONS
Industry Overview and Selected Operational Data
The Company's forest products operations are conducted by MGI, through
Pacific Lumber and Britt. The segment's business is somewhat seasonal, and its
net sales have been historically higher in the months of April through November
than in the months of December through March. Management expects that MGI's
revenues and cash flows will continue to be somewhat seasonal. Accordingly,
MGI's results for any one quarter are not necessarily indicative of results to
be expected for the full year.
Regulatory and environmental matters play a significant role in the
Company's forest products operations. See Item 1. "Business - Forest Products
Operations - Regulatory and Environmental Matters" of the Form 10-K and Note 8
to the Condensed Consolidated Financial Statements for a discussion of these
matters. Regulatory compliance and related litigation have caused delays in
obtaining approvals of THPs and delays in harvesting on THPs once they are
approved. This has resulted in a decline in harvest, an increase in the cost of
logging operations and lower net sales.
Since the consummation of the Headwaters Agreement in March 1999, there
has been a significant amount of work required in connection with the
implementation of the Environmental Plans, and this work is expected to continue
for several more years. During the implementation period, government agencies
had until recently failed to approve THPs in a timely manner. The rate of
approvals of THPs during 2001 improved over that for the prior year, and further
improvements have been experienced thus far in 2002. Although delays in the
approvals of THPs may from time to time continue to impact the Company's ability
to meet its harvesting goals, the Company anticipates that once the
Environmental Plans are fully implemented, the process of preparing THPs will
become more streamlined, and the time to obtain approval of THPs will
potentially be shortened. As discussed in Note 8 to the Condensed Consolidated
Financial Statements, the North Coast Water Board is requiring the Company to
apply certain waste discharge requirements to approved THPs covering winter
harvesting operations in the Elk River basin, and the North Coast Water Board
could beginning in 2003 require the Company to follow waste discharge
requirements before harvesting operations are conducted on THPs in other
watersheds. This requirement could cause further delays in obtaining regulatory
approval for THPs.
While the Company experienced improvements in the THP approval process
during 2001 and 2002, there can be no assurance that Pacific Lumber will not in
the future have difficulties in receiving approvals of its THPs similar to those
experienced prior to 2001. Furthermore, there can be no assurance that certain
pending legal, regulatory and environmental matters or future governmental
regulations, legislation or judicial or administrative decisions, adverse
weather conditions or low selling prices, will not have a material adverse
effect on the Company's financial position, results of operations or liquidity.
See Part II. Item 1. "Legal Proceedings" and Note 8 to the Condensed
Consolidated Financial Statements for further information regarding regulatory
and legal proceedings affecting the Company's operations.
During 2001, comprehensive external and internal reviews were conducted of
Pacific Lumber's business operations. These reviews were conducted in an effort
to identify ways in which Pacific Lumber could operate on a more efficient and
cost effective basis. Based upon the results of these reviews, Pacific Lumber,
among other things, closed two of its four sawmills, eliminated certain of its
operations, including its soil amendment and concrete block activities, began
utilizing more efficient harvesting methods and adopted certain other cost
saving measures. Most of these changes were implemented by Pacific Lumber in the
last quarter of 2001, or the first quarter of 2002. Pacific Lumber also ended
its internal logging operations (which historically performed approximately half
of its logging operations) as of March 31, 2002, and will rely exclusively on
third party contract loggers to conduct these activities in the future. Results
for the six months ended June 30, 2002, met management's expectations.
Nevertheless, management is continuing to review the forest products operations,
and additional restructuring charges may be necessary.
Timber Cruise. In late May 2002, the Company completed its timber cruise,
its first since 1986. The results of the timber cruise provided the Company with
an estimate of the volume of merchantable timber on the Company's timberlands.
The new cruise data reflected a 0.1 million MBF decrease in estimated overall
timber volume as compared to the estimated volumes reported as of December 31,
2001 using the 1986 cruise data (adjusted for harvest and estimated growth),
with an increase in young growth timber volume almost equal to the decrease in
old growth timber volume. This shift in timber volume between classifications
decreased the overall timber volume reported in Mbfe by 0.2 million to 2.9
million. The new cruise data indicates that there is significantly less old
growth timber available for harvest than estimated as of December 31, 2001,
using the 1986 cruise data. This change in mix could potentially result in a
decrease in the Company's revenue. However, because there are many variables
that affect revenues and profitability, the Company cannot quantify the effect
of the above changes on current and future cash flows. The new timber volumes
are now being utilized in various aspects of the Company's operations, including
estimating volumes on THPs and determining depletion expense.
The following table presents selected operational and financial
information for the three and six months ended June 30, 2002 and 2001, for the
Company's forest products operations.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ -----------------------------
2002 2001 2002 2001
--------------- ------------- ------------ ---------------
(IN MILLIONS OF DOLLARS, EXCEPT SHIPMENTS AND PRICES)
Shipments:
Lumber: (1)
Redwood upper grades......................... 6.9 4.4 13.5 8.5
Redwood common grades........................ 64.8 44.8 117.6 82.0
Douglas-fir upper grades..................... 1.3 2.6 2.6 4.6
Douglas-fir common grades.................... 3.3 19.9 5.7 32.9
Other........................................ - 2.1 - 2.6
--------------- ------------- ------------ ---------------
Total lumber.................................... 76.3 73.8 139.4 130.6
=============== ============= ============ ===============
Wood chips (2).................................. 17.2 34.1 32.5 60.7
=============== ============= ============ ===============
Average sales price:
Lumber: (3)
Redwood upper grades......................... $ 1,328 $ 1,775 $ 1,346 $ 1,809
Redwood common grades........................ 546 602 539 607
Douglas-fir upper grades..................... 1,296 1,350 1,281 1,365
Douglas-fir common grades.................... 330 349 335 338
Wood chips (4).................................. 34 68 34 69
Net sales:
Lumber, net of discount......................... $ 46.9 $ 45.5 $ 86.1 $ 82.7
Logs............................................ 3.5 1.5 8.9 2.2
Wood chips...................................... 0.6 2.3 1.1 4.2
Cogeneration power.............................. 2.4 3.0 4.7 7.4
Other........................................... 0.9 0.9 1.4 1.5
--------------- ------------- ------------ ---------------
Total net sales.............................. $ 54.3 $ 53.2 $ 102.2 $ 98.0
=============== ============= ============ ===============
Operating income (loss)............................ $ 7.4 $ 1.0 $ 9.9 $ (3.5)
=============== ============= ============ ===============
Operating cash flow (5)............................ $ 13.9 $ 6.3 $ 21.7 $ 6.7
=============== ============= ============ ===============
Loss before income taxes and minority interests.... $ (5.3) $ (11.0) $ (14.6) $ (26.8)
=============== ============= ============ ===============
- ---------------------------
(1) Lumber shipments are expressed in millions of board feet.
(2) Wood chip shipments are expressed in thousands of bone dry units of 2,400 pounds.
(3) Dollars per thousand board feet.
(4) Dollars per bone dry unit.
(5) Operating income before depletion and depreciation, also referred to as "EBITDA."
Net Sales
Net sales for the second quarter and first six months of 2002 increased
from the same periods of 2001, primarily reflecting increased shipments of
common grade redwood lumber. This improvement more than offset the impact from
lower shipments of Douglas-fir lumber and the decline in average sales prices
for all categories of lumber.
Operating Income (Loss)
Operating results for the forest products segment improved for both the
second quarter and first six months of 2002 compared to the year-ago periods. In
addition to the increases in net sales discussed above, the segment continues to
realize the benefits of cost saving measures taken in late 2001 and early 2002.
Loss Before Income Taxes and Minority Interests
The loss before income taxes for the second quarter and first six months
of 2002 decreased from the loss in the comparable prior year periods, primarily
as a result of the increase in operating income discussed above.
REAL ESTATE OPERATIONS
Industry Overview and Selected Operational Data
The Company, principally through its wholly owned subsidiaries, invests in
and develops residential and commercial real estate primarily in Arizona, Puerto
Rico, California and Texas.
The following table presents selected operational and financial
information for the three and six months ended June 30, 2002 and 2001, for the
Company's real estate operations.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2002 2001 2002 2001
----------- ---------- ---------- -----------
(IN MILLIONS OF DOLLARS)
Net sales:
Real estate:
Fountain Hills............................................. $ 1.9 $ 2.5 $ 4.9 $ 6.7
Mirada..................................................... 0.2 - 0.2 -
Palmas del Mar............................................. 0.6 3.3 6.1 4.2
Other...................................................... 0.1 0.4 0.4 1.1
----------- ---------- ---------- -----------
Total.................................................... 2.8 6.2 11.6 12.0
----------- ---------- ---------- -----------
Resort, commercial and other:
Fountain Hills............................................. 1.0 1.1 1.8 1.9
Mirada..................................................... - 0.1 - 0.2
Palmas del Mar............................................. 3.0 3.2 6.3 6.4
Lake Pointe................................................ 2.1 0.1 4.3 0.1
Other...................................................... 0.1 0.1 0.1 0.1
----------- ---------- ---------- -----------
Total.................................................... 6.2 4.6 12.5 8.7
----------- ---------- ---------- -----------
Total net sales............................................... $ 9.0 $ 10.8 $ 24.1 $ 20.7
=========== ========== ========== ===========
Operating income (loss):
Fountain Hills................................................ $ (0.1) $ 0.3 $ - $ 1.2
Mirada........................................................ (0.6) (0.4) (1.1) (0.8)
Palmas del Mar................................................ (3.5) (2.1) (1.4) (4.0)
Lake Pointe................................................... 0.8 0.1 1.6 0.1
Other......................................................... (0.2) - (0.3) -
----------- ---------- ---------- -----------
Total operating loss....................................... $ (3.6) $ (2.1) $ (1.2) $ (3.5)
=========== ========== ========== ===========
Investment, interest and other income (expense), net:
Equity in earnings from real estate joint ventures............ $ 2.8 $ 2.2 $ 2.8 $ 3.0
Other......................................................... 1.1 3.4 2.4 5.0
----------- ---------- ---------- -----------
$ 3.9 $ 5.6 $ 5.2 $ 8.0
=========== ========== ========== ===========
Income (loss) before income taxes and minority interests......... $ (2.9) $ 2.4 $ (2.4) $ 2.5
=========== ========== ========== ===========
Net Sales
Net sales for the second quarter of 2002 decreased from the same period of
2001, reflecting a decrease in real estate sales at both the Fountain Hills and
Palmas del Mar development projects. These declines were partially offset by
rental income from the Lake Pointe Plaza office complex, which was acquired in
June 2001. Net sales improved for the first six months of 2002 versus the prior
year period primarily due to rental income from the Lake Pointe Plaza office
complex.
Operating Loss and Income (Loss) Before Income Taxes and Minority Interests
Operating loss for the second quarter of 2002 increased compared to the
operating loss for the second quarter of 2001, primarily due to the decrease in
real estate sales discussed above. The segment's operating loss decreased for
the first six months of 2002 from the same period of 2001 primarily as a result
of the increase in net sales discussed above. The segment experienced a loss
before income taxes and minority interests for the second quarter and first six
months of 2002, as compared to income before income taxes and minority interests
for the same periods of 2001, primarily due to increased interest expense in
2002 as a result of borrowings related to the purchase of the Lake Pointe Plaza
office complex in June 2001 and because 2001 results included approximately $2.5
million of gain from insurance recoveries from property damage resulting from
the 1998 hurricane in Puerto Rico.
RACING OPERATIONS
Industry Overview and Selected Operational Data
The Company indirectly owns SHRP, Ltd., a Texas limited partnership, which
owns and operates the Sam Houston Race Park, a Class 1 horse racing facility in
Houston, Texas, and Valley Race Park, a greyhound racing facility located in
Harlingen, Texas. Valley Race Park began operations in March of 2000. Results of
operations between periods are generally not comparable due to the timing,
varying lengths and types of racing meets held. Historically, Sam Houston Race
Park has derived a significant amount of its annual net pari-mutuel commissions
from live racing and simulcasting. Net pari-mutuel commissions have typically
been highest during the first and fourth quarters of the year, the time during
which Sam Houston Race Park has historically conducted live thoroughbred racing.
Live greyhound racing also contributes to higher net pari-mutuel commissions in
the first and fourth quarters of the year.
The following table presents selected operational and financial
information for the three and six months ended June 30, 2002 and 2001, for the
Company's racing operations.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2002 2001 2002 2001
---------- ------------ ---------- -----------
(IN MILLIONS OF DOLLARS)
Number of live race days:
Sam Houston Race Park......................................... - 4 52 51
Valley Race Park.............................................. 6 1 84 78
Handle:
Sam Houston Race Park:
On-track handle............................................ $ 32.7 $ 33.2 $ 71.7 $ 70.4
Off-track handle........................................... - 9.2 105.0 106.9
---------- ------------ ---------- -----------
Total.................................................... $ 32.7 $ 42.4 $ 176.7 $ 177.3
========== ============ ========== ===========
Valley Race Park:
On-track handle............................................ $ 5.2 $ 4.6 $ 12.5 $ 11.9
Off-track handle........................................... 0.2 0.3 2.9 3.6
---------- ------------ ---------- -----------
Total.................................................... $ 5.4 $ 4.9 $ 15.4 $ 15.5
========== ============ ========== ===========
Net sales:
Sam Houston Race Park:
Net parimutuel commissions................................. $ 2.9 $ 3.2 $ 8.7 $ 8.7
Other revenues............................................. 1.4 1.4 3.7 3.5
---------- ------------ ---------- -----------
Total.................................................... 4.3 4.6 12.4 12.2
---------- ------------ ---------- -----------
Valley Race Park:
Net parimutuel commissions................................. 0.6 0.6 1.8 1.8
Other revenues............................................. 0.2 0.2 0.7 0.8
---------- ------------ ---------- -----------
Total.................................................... 0.8 0.8 2.5 2.6
---------- ------------ ---------- -----------
Total net sales............................................... $ 5.1 $ 5.4 $ 14.9 $ 14.8
========== ============ ========== ===========
Operating income (loss):
Sam Houston Race Park......................................... $ (0.4) $ (0.3) $ 0.7 $ 1.0
Valley Race Park.............................................. - (0.1) - (0.1)
---------- ------------ ---------- -----------
Total operating income (loss).............................. $ (0.4) $ (0.4) $ 0.7 $ 0.9
========== ============ ========== ===========
Income (loss) before income taxes and minority interests......... $ (0.5) $ (0.4) $ 0.7 $ 0.9
========== ============ ========== ===========
Net Sales
Net sales for the racing segment decreased for the second quarter of 2002
versus the year ago period due to decreases in wagering at Sam Houston Race Park
(due to fewer live racing days). Net sales were substantially unchanged for the
first six months of 2002 over the year-ago period.
Operating Income (Loss) and Income (Loss) Before Income Taxes and Minority Interests
Operating results and income (loss) before income taxes and minority
interests for the second quarter and first six months of 2002 were substantially
unchanged versus the comparable prior year periods.
OTHER ITEMS NOT DIRECTLY RELATED TO INDUSTRY SEGMENTS
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2002 2001 2002 2001
----------- ---------- ---------- -----------
(IN MILLIONS OF DOLLARS)
---------- ---------- -----------
Operating loss................................................... $ (3.3) $ (2.6) $ (6.1) $ (5.6)
Loss before income taxes and minority interests.................. (4.0) (1.1) (8.2) (5.1)
The operating losses represent corporate general and administrative
expenses that are not allocated to the Company's industry segments. The losses
before income taxes and minority interests include operating losses, investment,
interest and other income (expense) and interest expense, including amortization
of deferred financing costs, that are not attributable to the Company's industry
segments. The increase in the loss before income taxes and minority interests is
primarily a result of lower earnings from cash equivalents, marketable
securities and other investments.
KAISER'S OPERATIONS
Industry Overview and Selected Operational Data
Previous to the filing of the Cases, Kaiser's results accounted for a
substantial portion of the Company's revenues and operating results. Kaiser,
through its principal subsidiary, KACC, operates in the following business
segments: bauxite and alumina, primary aluminum, flat-rolled products,
engineered products and commodities marketing.
The following table presents selected operational and financial
information with respect to Kaiser's operations for the three months ended June
30, 2002 and 2001. The financial information of Kaiser contained herein and
related discussions of financial condition and results of operations are based
on the assumption that Kaiser will continue as a "going concern" which
contemplates the realization of assets and the liquidation of liabilities in the
ordinary course of business; however, as a result of the commencement of the
Cases, such realization of assets and liquidation of liabilities are subject to
a significant number of uncertainties. See Note 1 to the Condensed Consolidated
Financial Statements for further discussion.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
2002 2001 2002 2001
------------- ------------ ------------- -------------
(IN MILLIONS OF DOLLARS, EXCEPT SHIPMENTS AND PRICES)
Shipments:(1)
Alumina:
Third party....................................... 648.4 664.9 1,273.6 1,328.9
Intersegment...................................... 51.4 51.9 186.3 234.8
------------- ------------ ------------- -------------
Total alumina................................... 699.8 716.8 1,459.9 1,563.7
------------- ------------ ------------- -------------
Primary aluminum:
Third party....................................... 44.7 62.8 96.0 126.7
Intersegment...................................... 0.5 0.5 1.6 2.0
------------- ------------ ------------- -------------
Total primary aluminum.......................... 45.2 63.3 97.6 128.7
------------- ------------ ------------- -------------
Flat-rolled products ................................ 15.1 17.8 27.6 42.8
------------- ------------ ------------- -------------
Engineered products.................................. 33.2 31.3 62.5 64.2
------------- ------------ ------------- -------------
Average realized third party sales price: (2)
Alumina (per ton).................................... $ 168 $ 190 $ 168 $ 192
Primary aluminum (per pound)......................... $ 0.65 $ 0.69 $ 0.64 $ 0.71
Net sales............................................... $ 386.3 $ 446.8 $ 756.9 $ 927.1
============= ============ ============= =============
Operating income (loss) (3)............................. $ (36.7) $ (27.6) $ (73.4) $ 187.8
============= ============ ============= =============
Income (loss) before income taxes and minority interests (4)$ (45.4) $ (106.4) $ (103.0) $ 88.4
============= ============ ============= =============
- -----------------------------------------
(1) Shipments are expressed in thousands of metric tons. A metric ton is
equivalent to 2,204.6 pounds.
(2) Average realized prices for the flat-rolled products and engineered
products business units are not presented as such prices are subject to
fluctuations due to changes in product mix.
(3) Operating loss for the three and six months ended June 30, 2002 includes
special items of $(5.9) million and $(7.5) million, respectively, for
restructuring charges and $(1.6) for each period for impairment charges
associated with product line exits. Operating income for the three and six
months ended June 30, 2001, includes special items of $(8.0) million and
$220.2 million, respectively, primarily consisting of net gains on power
sales.
(4) In addition to the items discussed in (3) above, income (loss) before
income taxes and minority interests for the three and six months ended
June 30, 2002, respectively, includes special items of $0.3 million and
$2.5 million, respectively, primarily consisting of a gain on sale of real
estate. Income before income taxes and minority interests for the three
and six months ended June 30, 2001, respectively, includes special items
of $(45.8) million and $(53.3) million for asbestos-related charges; $3.1
million and $18.4 million for mark-to-market gains; $(8.0) million and
$(8.0) million for environmental remediation charges; and $(1.0) million
and $(1.5) million for other special items (see Note 2 to the Condensed
Consolidated Financial Statements).
Net Sales Net sales for the quarter and six months ended June 30, 2002,
decreased from the year ago periods due to a decrease in average realized prices
for bauxite and alumina, primary aluminum, flat-rolled products and engineered
products, in addition to a decline in shipments of bauxite and alumina, primary
aluminum and flat-rolled products. Shipments of engineered products increased
during the second quarter of 2002 as compared to the second quarter of 2001;
however, on a year-to-date basis, shipments of engineered products decreased
versus the prior year. The decrease in average realized prices was primarily due
to a decrease in market prices for primary aluminum. The decrease in shipments
resulted primarily from reduced demand due to a weak market and the sale of an
approximate 8.3% interest in QAL in the third quarter of 2001, in addition to
the curtailment of certain potline operations in March 2002 and the curtailment
of certain rod operations during the second quarter of 2001. The increase in
shipments of engineered products during the second quarter of 2002 was the
result of increased ground transportation and electrical markets' shipments due
to increased market demand offset in part by reduced general aviation market
shipments.
Operating Income (Loss)
After excluding the special items discussed in Note 3 to the table above,
Kaiser had operating losses of $(29.2) million and $(64.3) million for the three
and six months ended June 30, 2002, respectively, as compared to operating
losses of $(19.6) million and $(32.4) million for the same periods of 2001. The
increase in operating losses was a result of lower net sales discussed above, an
increase in general and administrative expenses related to higher pension and
medical costs, charges related to a key employee retention program, and payments
related to certain management compensation arrangements.
Income (Loss) Before Income Taxes and Minority Interests
After excluding the special items discussed in Notes 3 and 4 to the table
above, Kaiser had losses before income taxes and minority interests of $(38.2)
million and $(96.4) million for the three and six months ended June 30, 2002,
respectively, as compared to $(46.7) million and $(87.4) million for the same
periods of 2001. In addition, results also included reorganization items of $6.5
million (primarily professional fees) and $16.1 million (primarily professional
fees and accelerated amortization of certain deferred financing costs) for the
quarter and six months ended June 30, 2002, respectively.
FINANCIAL CONDITION AND INVESTING AND FINANCING ACTIVITIES
This section contains statements which constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. See above for cautionary information with respect to such
forward-looking statements.
OVERVIEW
The Company conducts its operations primarily through its subsidiaries.
Creditors of subsidiaries of the Company have priority with respect to the
assets and earnings of such subsidiaries over the claims of the creditors of the
Company. Certain of the Company's subsidiaries, principally MGHI, MGI, Pacific
Lumber and Scotia LLC, are restricted by their various debt instruments as to
the amount of funds that can be paid in the form of dividends or loaned to
affiliates. MGHI and the forest products companies are highly leveraged and have
significant debt service requirements. "MAXXAM PARENT" is used in this section
to refer to the Company on a stand-alone basis without its subsidiaries.
As a result of the filing of the Cases, certain claims against Kaiser for
principal and accrued interest on secured and unsecured indebtedness existing on
the Filing Date are stayed while Kaiser and certain of its subsidiaries continue
business operations as debtors-in-possession, subject to the control and
supervision of the Court. See Note 1 to the Consolidated Financial Statements
for additional discussion of the Cases. At this time, it is not possible to
predict the effect of the Cases on the businesses of Kaiser.
The following table summarizes certain data related to financial condition
and to investing and financing activities of the Company and its subsidiaries.
As a result of the deconsolidation of Kaiser, the balances at June 30, 2002
exclude amounts attributable to Kaiser. For comparison purposes, such amounts
have also been excluded from the balances at December 31, 2001 and from the
selected information related to changes in cash and cash equivalents for the six
months ended June 30, 2002 and 2001, respectively.
The following table summarizes certain data related to financial condition
and to investing and financing activities of the Company and its subsidiaries.
FOREST PRODUCTS
------------------------------
MGI
SCOTIA PACIFIC AND REAL MAXXAM
LLC LUMBER OTHER ESTATE RACING MGHI PARENT TOTAL
------- -------- ------- ------- ------ ------- --------- ---------
(IN MILLIONS OF DOLLARS)
Debt and credit facilities (excluding
intercompany notes)
Short-term borrowings and current
maturities of long-term debt:
June 30, 2002......................... $ 15.4 $ 0.1 (2) $ - $ 12.9 $ - $ - $ - $ 28.4
December 31, 2001..................... 14.9 17.8 0.6 10.4 - - - 43.7
Long-term debt, excluding current
maturities:
June 30, 2002......................... $742.3 (1) $ 0.4 $ - $159.4 $ 0.2 $ 59.3 (1) $ - $ 961.6
December 31, 2001..................... 754.5 0.5 - 162.6 0.2 88.2 - 1,006.0
Revolving credit facilities:
June 30, 2002:
Facility commitment amounts........ $ 60.0 $ 50.0 $ 2.5 $ 14.0 $ - $ - $ - $ 126.5
Borrowings......................... - - - - - - - -
Letters of credit.................. - 14.0 - 2.5 - - - 16.5
Unused and available credit........ 60.0 21.0 2.5 3.7 - - - 87.2
Cash, cash equivalents, marketable
securities and other investments
June 30, 2002:
Current amounts restricted for debt
service $ 30.4 $ - $ - $ 0.4 $ - $ - $ - $ 30.8
Other current amounts................. 2.2 19.8 31.9 9.9 6.4 4.3 129.2 203.7
------- -------- ------- ------- ------ ------- --------- ---------
32.6 19.8 31.9 10.3 6.4 4.3 129.2 234.5
------- -------- ------- ------- ------ ------- --------- ---------
Long-term amounts restricted for
debt service....................... 56.5 (2) - - 1.3 - - - 57.8
Other long-term restricted amounts.... - - 2.3 7.5 - - - 9.8
------- -------- ------- ------- ------ ------- --------- ---------
56.5 - 2.3 8.8 - - - 67.6
------- -------- ------- ------- ------ ------- --------- ---------
$ 89.1 $ 19.8 $ 34.2 $ 19.1 $ 6.4 $ 4.3 $ 129.2 $ 302.1
======= ======== ======= ======= ====== ======= ========= =========
December 31, 2001:
Current amounts restricted for debt
service $ 52.4 $ - $ - $ 0.4 $ - $ - $ - $ 52.8
Other current amounts................. 2.5 2.3 26.6 16.0 7.5 35.7 128.3 218.9
------- -------- ------- ------- ------ ------- --------- ---------
54.9 2.3 26.6 16.4 7.5 35.7 128.3 271.7
------- -------- ------- ------- ------ ------- --------- ---------
Long-term amounts restricted for debt
service............................ 87.6 - - 1.3 - - - 88.9
Other long-term restricted amounts.... - - 2.2 7.4 - - - 9.6
------- -------- ------- ------- ------ ------- --------- ---------
87.6 - 2.2 8.7 - - - 98.5
------- -------- ------- ------- ------ ------- --------- ---------
$142.5 $ 2.3 $ 28.8 $ 25.1 $ 7.5 $ 35.7 $ 128.3 $ 370.2
======= ======== ======= ======= ====== ======= ========= =========
- ----------------------------
Table and Notes continued on next page
FOREST PRODUCTS
------------------------------
MGI
SCOTIA PACIFIC AND REAL MAXXAM
LLC LUMBER OTHER ESTATE RACING MGHI PARENT TOTAL
------- -------- ------- ------- ------ ------- --------- ---------
(IN MILLIONS OF DOLLARS)
Changes in cash and cash equivalents for
the six month periods
Capital expenditures:
June 30, 2002.......................... $ 3.3 $ 2.3 $ 0.4 $ 1.8 $ 0.2 $ - $ - $ 8.0
June 30, 2001.......................... 2.9 3.6 0.8 132.6 (4) 0.6 - 0.7 141.2
Net proceeds from dispositions of property
and investments:
June 30, 2002.......................... $ - $ 1.5 $ - $ - $ - $ - $ - $ 1.5
June 30, 2001.......................... - - - - - - 0.1 0.1
Borrowings (repayments) of debt and credit
facilities, net of financing costs:
June 30, 2002.......................... $(11.7)(1) $(17.7) $(0.6) $ (0.7) $ - $(25.7)(1) $ - $ (56.4)
June 30, 2001.......................... (11.4) (37.0) - 121.8 (4) - (25.1) (0.1) 48.2
Dividends and advances received (paid):
June 30, 2002.......................... $(29.4)(2) $ 29.4 (2) $(0.1) $ 0.1 $(1.7) $ - $ 1.7 $ -
June 30, 2001.......................... (73.1)(3) 73.1 (3) (17.1) (8.5) - 17.1 8.5 -
- ----------------------
(1) The decrease in Scotia LLC's long-term debt between December 31, 2001, and
June 30, 2002, was the result of principal payments on the Timber Notes of
$11.6 million during the six months ended June 30, 2002. The decrease in
MGHI's long-term debt was due to repurchases of debt.
(2) In March 2002, Scotia LLC released $29.4 million from the SAR Account and
distributed this amount to Pacific Lumber. Pacific Lumber used these funds
to repay the borrowings outstanding under the Pacific Lumber Credit
Agreement.
(3) For the six months ended June 30, 2001, $73.1 million of dividends were
paid by Scotia LLC to Pacific Lumber using proceeds from the sale of its
Owl Creek grove.
(4) Capital expenditures and borrowings for the Real Estate segment as of and
for the period ended June 30, 2001, reflect the purchase of the Lake
Pointe Plaza office complex.
MAXXAM PARENT
MAXXAM Parent owns 22,061,750 shares of the common stock of Kaiser,
representing a 27.3% interest. As a result of the Cases, the value of Kaiser
common stock has declined substantially. The market value of the Kaiser shares
owned by MAXXAM Parent, based on the price per share quoted at the close of
business on August 12, 2002, was $1.1 million. It is possible that MAXXAM
Parent's interest may be diluted or cancelled as a part of a plan of
reorganization.
With respect to the OTS and FDIC actions, although the OTS Director may
change the administrative law judge's recommended decision, the Company believes
that the ultimate resolution of the OTS and FDIC matters should not have a
material adverse effect on MAXXAM Parent's financial position, results of
operations or liquidity. See Note 8 to the Condensed Consolidated Financial
Statements for further discussion of the OTS and FDIC matters. Any adverse
outcome of the regulatory and environmental matters described in Note 8 to the
Condensed Consolidated Financial Statements could materially affect the
Company's consolidated financial position, results of operations or liquidity.
MAXXAM Parent believes that its existing resources, together with the cash
available from subsidiaries, will be sufficient to fund its working capital
requirements for the next year. With respect to its long-term liquidity, MAXXAM
Parent believes that its existing cash and cash resources, together with
distributions from its real estate and racing segments, should be sufficient to
meet its working capital requirements. However, there can be no assurance that
MAXXAM Parent's cash resources, together with distributions from its real estate
and racing segments, will be sufficient for such purposes.
MGHI
During the six months ended June 30, 2002, the Company repurchased $28.9
million of the MGHI Notes, resulting in an extraordinary gain of $2.1 million
(net of tax). Subsequent to June 30, 2002, MGHI repurchased $5.0 million of the
MGHI Notes, resulting in a small gain. MGHI expects that interest payments on
the remaining $54.3 million of MGHI Notes will be made using funds from payments
by MAXXAM Parent on the Intercompany Note.
MGHI owns 27,938,250 shares of the common stock of Kaiser, representing a
34.6% interest. As a result of the Cases, the value of Kaiser common stock has
declined substantially. The market value of the Kaiser shares owned by MGHI
based on the price per share quoted at the close of business on August 12, 2002,
was $1.4 million. It is possible that MGHI's interest may be diluted or
cancelled as a part of a plan of reorganization.
MGHI believes that its existing resources and payments on the Intercompany
Note will be sufficient to fund its debt service and working capital
requirements for the next year. With respect to its long-term liquidity, MGHI
believes that its existing cash and cash resources, together with payments on
the Intercompany Note, should be sufficient to meet its debt service and working
capital requirements, although there can be no assurance that this will be the
case. MAXXAM Parent expects to pay MGHI the amount of the Intercompany Note
necessary to retire the MGHI Notes which are due in 2003. The regulatory and
environmental matters described under "--Results of Operations--Forest Products
Operations" above have adversely affected cash available from subsidiaries, and
in turn the amount of distributions to MGHI. Distributions from MGHI's
subsidiaries may continue to be minimal, if any, over the next year.
FOREST PRODUCTS OPERATIONS
At June 30, 2002, $14.0 million of letters of credit and no borrowings
were outstanding under the Pacific Lumber Credit Agreement. Unused availability
was limited to $21.0 million at June 30, 2002. On July 24, 2002, a letter
agreement was signed extending the maturity date of the Pacific Lumber Credit
Agreement from August 14, 2003, to August 13, 2004, subject to certain
conditions such as completion of a new credit agreement. In connection with such
extension, the facility commitment amount was reduced from $50.0 million to
$45.0 million.
The Scotia LLC Line of Credit allows Scotia LLC to borrow up to one year's
interest on the Timber Notes. On May 31, 2002, the Scotia LLC Line of Credit was
extended for an additional year to July 11, 2003. Annually, Scotia LLC will
request that the Scotia LLC Line of Credit be extended for a period of not less
than 364 days. If not extended, Scotia LLC may draw upon the full amount
available. The amount drawn would be repayable in 12 semiannual installments on
each note payment date (after the payment of certain other items, including the
Aggregate Minimum Principal Amortization Amount, as defined, then due),
commencing approximately two and one-half years following the date of the draw.
At June 30, 2002, Scotia LLC could have borrowed a maximum of $60.0 million
under the Scotia LLC Line of Credit, and there were no borrowings outstanding
under the Scotia LLC Line of Credit.
On March 5, 2002, Scotia LLC notified the trustee for the Timber Notes
that it had met all of the requirements of the SAR Reduction Date, as defined in
the Timber Notes Indenture (e.g., certain harvest, THP inventory and Scotia LLC
Line of Credit requirements). Accordingly, on March 20, 2002, Scotia LLC
released $29.4 million from the SAR Account and distributed this amount to
Pacific Lumber.
On the note payment date in January 2002, Scotia LLC had $33.9 million set
aside in the note payment account to pay the $28.4 million of interest due as
well as $5.5 million of principal. Scotia LLC repaid an additional $6.1 million
of principal on the Timber Notes using funds held in the SAR Account, resulting
in a total principal payment of $11.6 million, an amount equal to Scheduled
Amortization (as defined in the Timber Notes Indenture).
On the note payment date in July 2002, Scotia LLC had $15.1 million set
aside in the note payment account and borrowed $13.0 million (net of $0.9
million for Timber Notes held by Scotia LLC) from the Scotia LLC Line of Credit
to pay the $28.1 million of interest due. Scotia LLC repaid $3.2 million of
principal on the Timber Notes (an amount equal to Scheduled Amortization) using
funds held in the SAR Account.
Due to its highly leveraged condition, MGI is more sensitive than less
leveraged companies to factors affecting its operations, including governmental
regulation and litigation affecting its timber harvesting practices (see
"--Results of Operations--Forest Products Operations" above and Note 8 to the
Condensed Consolidated Financial Statements), increased competition from other
lumber producers or alternative building products and general economic
conditions.
Pacific Lumber's 2001 cash flows from operations were adversely affected
by operating inefficiencies, lower lumber prices, an inadequate supply of logs
and a related slowdown in lumber production. During 2001, comprehensive external
and internal reviews were conducted of Pacific Lumber's business operations.
These reviews were conducted in an effort to identify ways in which Pacific
Lumber could operate on a more efficient and cost effective basis. Based upon
the results of these reviews, Pacific Lumber, among other things, closed two of
its four sawmills, eliminated certain of its operations, including its soil
amendment and concrete block activities, began utilizing more efficient
harvesting methods and adopted certain other cost saving measures. Most of these
changes were implemented by Pacific Lumber in the last quarter of 2001, or the
first quarter of 2002. Pacific Lumber also ended its internal logging operations
(which historically performed approximately half of its logging operations) as
of March 31, 2002, and will rely exclusively on third party contract loggers to
conduct these activities in the future.
The $29.4 million release from the SAR Account discussed above improved
Pacific Lumber's liquidity during the six months ended June 30, 2002, and
operating results for the period met management's expectations. However, Pacific
Lumber's cash flows from operations may be adversely affected by the
availability of logs, including old growth logs. See "Results of
Operations-Forest Products Operations" above as well as Note 8 to the Condensed
Consolidated Financial Statements for further discussion on the regulatory and
environmental factors affecting harvest levels and the results of the timber
cruise completed in 2002. Pacific Lumber may require funds available under the
Pacific Lumber Credit Agreement, additional repayments by MGI of an intercompany
loan and/or capital contributions from MGI to enable it to meet its working
capital and capital expenditure requirements for the next year.
Scotia LLC's cash flows from operations are significantly impacted by
harvest volumes and SBE Prices. On June 19, 2002, the State Board of
Equalization adopted the new Harvest Value Schedule for the second half of 2002.
The SBE Prices published in this schedule reflect an approximate 16% decline for
small redwood logs and no price change for small Douglas fir logs. This decline
in SBE Prices will have an adverse impact on Scotia LLC's net sales and
liquidity for the second half of 2002. With respect to short-term liquidity,
Scotia LLC believes that existing cash available for principal payments from the
SAR Account, and funds available under the Scotia LLC Line of Credit, together
with cash flows from operations, should provide sufficient funds to meet its
working capital, capital expenditures and required debt service obligations
through 2003. However, cash flows from operations may be insufficient to allow
Scotia LLC to service its debt in the long-term if Scotia LLC does not
experience improvements in SBE Prices. In addition, cash flows from operations
may continue to be adversely affected if harvest levels decline as a result of
the factors discussed in "--Results of Operations--Forest Products
Operations--Industry Overview and Selected Operational Data" above and Note 8 to
the Condensed Consolidated Financial Statements.
With respect to long-term liquidity, although MGI and its subsidiaries
expect that their existing cash and cash equivalents, lines of credit and
ability to generate cash flows from operations should provide sufficient funds
to meet their debt service, working capital and capital expenditure
requirements, until such time as Pacific Lumber has adequate cash flows from
operations and/or dividends from Scotia LLC and SBE Prices improve, there can be
no assurance that this will be the case.
REAL ESTATE OPERATIONS
PDMPI and its subsidiaries have required advances during 2002 and 2001 to
fund their operations. Although PDMPI may require such advances in the future,
the Company believes that the existing cash and credit facilities of its real
estate subsidiaries are sufficient to fund the working capital and capital
expenditure requirements of such subsidiaries for the next year. With respect to
the long-term liquidity of such subsidiaries, the Company believes that their
ability to generate cash from the sale of their existing real estate, together
with their ability to obtain financing and joint venture partners, should
provide sufficient funds to meet their working capital and capital expenditure
requirements.
RACING OPERATIONS
With respect to short-term and long-term liquidity, SHRP, Ltd.'s
management expects that SHRP, Ltd. will generate cash flows from operations.
KAISER
As a result of the filing of the Cases, claims against the Debtors for
principal and accrued interest on secured and unsecured indebtedness existing on
the Filing Date are stayed while the Debtors continue business operations as
debtors- in-possession, subject to the control and supervision of the Court. At
this time, it is not possible to predict the effect of the Cases on the
businesses of the Debtors.
At July 31, 2002, Kaiser's cash and cash equivalents were approximately
$100.0 million, there were no outstanding borrowings under the revolving credit
portion of the DIP Facility and outstanding letters of credit were approximately
$37.1 million. The change in cash and cash equivalents from the $147.3 million
as of June 30, 2002, to approximately $100.0 million as of July 31, 2002, was
primarily due to $30.0 million in payments to QAL in July 2002 to fund Kaiser's
share of QAL's scheduled debt maturities. As of July 31, 2002, $204.6 million
(of which $87.9 million could be used for additional letters of credit) was
available to Kaiser under the DIP Facility.
CRITICAL ACCOUNTING POLICIES
The Company recently completed its timber cruise which resulted in new and
updated timber volume information (see also Note 8 to the Condensed Consolidated
Financial Statements). Accordingly, the Company revised its estimated depletion
rates beginning April 1, 2002. There was relatively no impact on depletion
expense for the six months ended June 30, 2002, as a result of using the updated
timber volume information.
See Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Critical Accounting Policies" of the Form 10-K for
additional discussion of the Company's critical accounting policies.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 1 to the Condensed Consolidated Financial Statements for a
discussion of new accounting pronouncements and their potential impact on the
Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This item is not applicable for the Company and its consolidated
subsidiaries.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Item 3 of the Form 10-K for information concerning
material legal proceedings with respect to the Company. The following material
developments have occurred with respect to such legal proceedings subsequent to
the filing of the Form 10-K.
TIMBER HARVESTING LITIGATION
On April 3, 2002, the Environmental Protection Information Association
filed a 60-day notice letter threatening suit against the Company and certain
federal agencies under the ESA. The threatened suit would seek to require the
federal agencies to consider new information obtained since the approval of the
HCP concerning marbled murrelets and salmon and to require a cessation of
certain harvesting operations. No suit has yet been filed. The Company believes
that it has strong factual and legal defenses with respect to this matter;
however, there can be no assurance that such a suit would not have a material
adverse effect on the Company's financial position, results of operations, or
liquidity.
With respect to the ERF lawsuit, a settlement was reached on June 5, 2002,
for $0.5 million. The parties also agreed to continue monitoring discharge into
certain waterways.
With respect to the Wrigley lawsuit, the trial date is set for November
12, 2002.
With respect to both the EPIC-SYP/Permits lawsuit and the USWA lawsuit,
the previously set trial dates have been postponed, and new trial dates have not
been set.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As a result of the commencement of the Cases, the outstanding principal of
and accrued interest on, all long-term debt of Kaiser became immediately due and
payable. However, claims against the Debtors for principal and accrued interest
are stayed while the Debtors continue business operations as
debtors-in-possession. See Note 1 to the Condensed Consolidated Financial
Statements for additional information regarding the effects of the commencement
of the Cases on Kaiser's long-term debt. Such information is incorporated herein
by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of the Company was held on May 22,
2002, at which meeting the stockholders reelected Messrs. Cruikshank, Rosenberg,
Rosenthal and Hurwitz as directors of the Company. Stockholders also approved
the Company's proposed 2002 Omnibus Employee Incentive Plan. The results of the
matters voted upon at the meeting are shown below.
NOMINEES FOR DIRECTOR
The nominees for election as directors of the Company are listed below,
together with voting information for each nominee. Messrs. J. Kent Friedman,
Ezra G. Levin and Paul N. Schwartz continued as directors of the Company.
NOMINEES FOR ELECTION BY HOLDERS OF COMMON STOCK
Robert J. Cruikshank - 4,551,246 votes for, 634,243 votes withheld and -0-
broker non-votes.
Stanley D. Rosenberg - 4,551,246 votes for, 634,243 votes withheld and -0-
broker non-votes.
Michael J. Rosenthal - 4,551,246 votes for, 634,243 votes withheld and -0-
broker non-votes.
NOMINEES FOR ELECTION BY HOLDERS OF COMMON STOCK AND CLASS A PREFERRED STOCK
Charles E. Hurwitz - 11,207,692 votes for, 644,987 votes withheld and -0-
broker non-votes.
PROPOSAL REGARDING THE COMPANY'S 2002 OMNIBUS EMPLOYEE INCENTIVE PLAN
10,055,985 votes for, 1,734,279 votes against, and -0- broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS:
10.1 Letter agreement, dated July 24, 2002, between Pacific Lumber
and Bank of America, N.A. (incorporated herein by reference to
Exhibit 10.1 to MGHI's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002; File No. 333-18723)
B. REPORTS ON FORM 8-K:
On May 2, 2002, the Company filed a current report on Form 8-K dated as of
April 30, 2002 (under Item 4), related to the change of Registrant's certifying
accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, who have signed this report on behalf of
the Registrant and as the principal financial and accounting officers of the
Registrant, respectively.
MAXXAM INC.
Date: August 13, 2002 By: /S/ PAUL N. SCHWARTZ
------------------------------------------------------
Paul N. Schwartz
President, Chief Financial Officer and Director
(Principal Financial Officer)
Date: August 13, 2002 By: /S/ ELIZABETH D. BRUMLEY
------------------------------------------------------
Elizabeth D. Brumley
Controller
(Principal Accounting Officer)
APPENDIX A
GLOSSARY OF DEFINED TERMS
Alpart: Alumina Partners of Jamaica, a majority owned subsidiary of KACC
Bear Creek lawsuit: An action entitled Environmental Protection Information
Association v. Pacific Lumber, Scotia Pacific Company LLC (No. C01-2821), filed
July 24, 2001, in the U.S. District Court in the Northern District of California
Britt: Britt Lumber Co., Inc., a wholly owned subsidiary of MGI
CARIFA: Carribean Basin Projects Financing Authority
Cases: The Chapter 11 proceedings of Kaiser and 16 of its subsidiaries
CDF: California Department of Forestry and Fire Protection
CESA: California Endangered Species Act
Class A Preferred Stock: Class A $.05 Non-Cumulative Participating Convertible
Preferred Stock of the Company
Code: The United States Bankruptcy Code
Common Stock: $0.50 par value common stock of the Company
Company: MAXXAM Inc.
Court: The United States Bankruptcy Court for the District of Delaware
CWA: Federal Clean Water Act
Debtors: Kaiser, KACC, and the 15 subsidiaries of KACC that have filed petitions
for reorganization
DIP Facility: Kaiser's post-petition credit agreement with a group of lenders
for debtor-in-possession financing under which Kaiser is able to borrow by means
of revolving credit advances and letters of credit (up to $125.0 million) in an
aggregate amount equal to the lessor of $300.0 million or a borrowing base
relating to eligible accounts receivable, eligible inventory, and eligible fixed
assets
Environmental Plans: The HCP and the SYP
EPA: Environmental Protection Agency
EPIC-SYP/Permits lawsuit: An action entitled Environmental Protection
Information Association, Sierra Club v. California Department of Forestry and
Fire Protection, California Department of Fish and Game, The Pacific Lumber
Company, Scotia Pacific Company LLC, Salmon Creek Corporation, et al. (No.
99CS00639) filed March 31, 1999 in the Superior Court of Sacramento County
Equity Fund Partnership: A partnership investing in equity securities in which
the Company holds a limited partnership interest
ERF lawsuit: An action entitled Ecological Rights Foundation, Mateel
Environmental v. Pacific Lumber (No. 97-0292) which was filed in the U.S.
District Court in the Northern District of California on January 28, 1997
ESA: The federal Endangered Species Act
FASB: Financial Accounting Standards Board
FDIC: Federal Deposit Insurance Corporation
FDIC action: An action filed by the FDIC on August 2, 1995 entitled Federal
Deposit Insurance Corporation, as manager of the FSLIC Resolution Fund v.
Charles E. Hurwitz (No. H-95-3956) in the U.S. District Court for the Southern
District of Texas
FDIC counterclaim: A counterclaim to the FDIC action filed on May 31, 2000, by
the Company, Federated and Mr. Hurwitz
Federated: Federated Development, LLC (formerly Federated Development Company),
a principal stockholder of the Company
Filing Date: The date, February 12, 2002, on which Kaiser, KACC, and certain of
KACC's subsidiaries filed for Chapter 11 reorganization
Form 10-K: The Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the fiscal year ended December 31, 2001
Harvest Value Schedule: A schedule setting forth the SBE Prices published
bi-annually by the California Board of Equalization for purposes of computing
yield taxes on timber sales
HCP: The habitat conservation plan covering multiple species approved on March
1, 1999, in connection with the consummation of the Headwaters Agreement
Headwaters Agreement: The September 28, 1996, agreement between Pacific Lumber,
Scotia LLC, Salmon Creek Corporation, the United States and California which
provided the framework for the acquisition by the United States and California
of the Headwaters Timberlands
Headwaters Timberlands: Approximately 5,600 acres of Pacific Lumber timberlands
consisting of two forest groves commonly referred to as the Headwaters Forest
and the Elk Head Springs Forest which were sold to the United States and
California on March 1, 1999
Intercompany Note: Intercompany note issued by MAXXAM Parent to MGHI for an
initial principal amount of $125.0 million
KACC: Kaiser Aluminum & Chemical Corporation, Kaiser's principal operating
subsidiary
KACC 97/8 % Senior Notes: KACC's $225.0 million senior notes due February 2002
KACC Senior Subordinated Notes: KACC's 12 3/4% Senior Subordinated Notes due
February 2003
Kahn lawsuit: An action entitled Alan Russell Kahn v. Federated Development Co.,
MAXXAM Inc., et. al. (Civil Action 18623NC) filed in the Court of Chancery in
the state of Delaware on January 16, 2001
Kaiser: Kaiser Aluminum Corporation, a subsidiary of the Company engaged in
aluminum operations
Lakepointe Assets: Lakepointe Assets Holdings LLC, a limited liability company,
and its subsidiaries, all of which are indirect wholly owned subsidiaries of the
Company
Lakepointe Notes: Lakepointe Assets' 7.56% notes due June 8, 2021
LIBOR: London Interbank Offering Rate
MBF: One thousand board feet
Mbfe: A concept developed for use in structuring the Timber Notes; under this
concept one thousand board feet, net Scribner scale, of residual old growth
redwood timber equates to one Mbfe
MGHI: MAXXAM Group Holdings Inc., a wholly owned subsidiary of the Company
MGHI Notes: MGHI's 12% Senior Secured Notes due August 1, 2003
MGI: MAXXAM Group Inc., a wholly owned subsidiary of MGHI
MPC: MAXXAM Property Company, a wholly-owned subsidiary of the Company
North Coast Water Board: North Coast Regional Water Quality Control Board
Notice: A Notice of Charges filed on December 26, 1995 by the OTS against the
Respondents, including the Company and others with respect to the failure of
USAT
OTS: The United States Department of Treasury's Office of Thrift Supervision
OTS Action: A formal administrative proceeding initiated by the OTS against the
Company and others on December 26, 1995
Pacific Lumber: The Pacific Lumber Company, a wholly-owned subsidiary of MGI
Pacific Lumber Credit Agreement: The revolving credit agreement between Pacific
Lumber and a bank which provides for borrowings of up to $50.0 million
PDMPI: Palmas del Mar Properties, Inc., a wholly owned subsidiary of the Company
Permits: The incidental take permits issued by the United States and California
pursuant to the HCP
QAL: Queensland Alumina Limited, an aluminum refinery in Queensland, Australia,
in which Kaiser owns a 20.0% interest
Respondents: The Company, Federated, Mr. Charles Hurwitz and others
Salmon Creek: Salmon Creek LLC, a wholly owned subsidiary of Pacific Lumber
SAR Account: Funds held in a reserve account to support principal payments on
the Timber Notes
SBE Price: The applicable stumpage price for a particular species and size of
log, as set forth in the most recent Harvest Value Schedule
Scheduled Amortization: The amount of principal which Scotia LLC must pay
through each Timber Note payment date in order to avoid prepayment or deficiency
premiums
Scotia LLC: Scotia Pacific Company LLC, a limited liability company wholly owned
by Pacific Lumber
Scotia LLC Line of Credit: The agreement between a group of lenders and Scotia
LLC pursuant to which it may borrow in order to pay up to one year's interest on
the Timber Notes
SFAS No. 141: Statement of Financial Accounting Standards No. 141, "Business
Combinations"
SFAS No. 142: Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets"
SFAS No. 143: Statement of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations"
SFAS No. 144: Statement of Financial Accounting Standards No. 144, "Accounting
for the Impairment or Disposal of Long-lived Assets"
SFAS No. 145: Statement of Financial Accounting Standards No. 145, "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections"
SFAS No. 146: Statement of Financial Accounting Standard No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities"
SHRP, Ltd.: Sam Houston Race Park, Ltd., a wholly-owned subsidiary of the Company
SOP 90-7: American Institute of Certified Public Accountants Statement of
Position No. 90-7, "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code"
SYP: The sustained yield plan approved on March 1, 1999, in connection with the
consummation of the Headwaters Agreement
THP: Timber harvesting plan required to be filed with and approved by the CDF
prior to the harvesting of timber
Timber Notes: Scotia LLC's $867.2 million original aggregate principal amount of
6.55% Series B Class A-1 Timber Collateralized Notes, 7.11% Series B Class A-2
Timber Collateralized Notes and 7.71% Series B Class A-3 Timber Collateralized
Notes due July 20, 2028
Timber Notes Indenture: The indenture governing the Timber Notes
TMDLs: Total maximum daily load limits
UFG: United Financial Group, Inc.
USAT: United Savings Association of Texas
USWA lawsuit: An action entitled United Steelworkers of America, AFL-CIO, CLC,
and Donald Kegley v. California Department of Forestry and Fire Protection, The
Pacific Lumber Company, Scotia Pacific Company LLC and Salmon Creek Corporation
(No. 99CS00626) filed March 31, 1999 in the Superior Court of Sacramento County
Wrigley lawsuit: An action entitled Kristi Wrigley, et al. v. Charles Hurwitz,
John Campbell, Pacific Lumber, MAXXAM Group Holdings Inc., Scotia Pacific
Holding Company, MAXXAM Group Inc., MAXXAM Inc., Scotia Pacific Company LLC and
Federated Development Company (No. 9700399) filed December 2, 1997 in the
Superior Court of Humboldt County