Back to GetFilings.com
- --------------------------------------------------------------------------------
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 SEPTEMBER 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 November 8, 2002: 6,527,671
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheet at September 30, 2002 and December 31, 2001
Consolidated Statement of Operations for the three and nine months ended
September 30, 2002 and 2001
Consolidated Statement of Cash Flows for the nine months ended
September 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
Item 4. Disclosure Controls and Procedures.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Item 3. Defaults Upon Senior Securities
Item 6. Exhibits and Reports on Form 8-K
Signatures
Certifications
APPENDIX A - GLOSSARY OF DEFINED TERMS
MAXXAM INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN MILLIONS OF DOLLARS, EXCEPT SHARE INFORMATION)
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents........................................................... $ 59.7 $ 272.2
Marketable securities and other investments......................................... 149.1 152.8
Receivables:
Trade, net of allowance for doubtful accounts of $3.3 and $10.0, respectively.... 13.2 140.5
Other............................................................................ 6.0 91.6
Inventories......................................................................... 34.1 364.7
Prepaid expenses and other current assets........................................... 52.9 134.2
------------- ------------
Total current assets........................................................... 315.0 1,156.0
Property, plant and equipment, net of accumulated depreciation of $138.1 and
$1,094.7, respectively.............................................................. 287.8 1,499.5
Timber and timberlands, net of accumulated depletion of $201.8 and $193.6,
respectively........................................................................ 229.3 235.1
Investments in and advances to unconsolidated affiliates............................... 7.5 70.9
Deferred income taxes.................................................................. 120.7 109.6
Restricted cash, marketable securities and other investments........................... 65.8 98.5
Long-term receivables and other assets................................................. 99.7 765.7
------------- ------------
$ 1,125.8 $ 3,935.3
============= ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.................................................................... $ 11.3 $ 180.4
Accrued interest.................................................................... 12.6 66.1
Accrued compensation and related benefits........................................... 19.1 168.3
Other accrued liabilities........................................................... 28.3 248.6
Payable to affiliates............................................................... - 52.9
Short-term borrowings and current maturities of long-term debt, excluding $2.6
and $2.3, respectively, of repurchased Timber Notes held in the SAR Account...... 75.1 217.2
------------- ------------
Total current liabilities...................................................... 146.4 933.5
Long-term debt, less current maturities and excluding $52.8 and $55.4,
respectively, of repurchased Timber Notes held in the SAR Account................ 902.3 1,706.8
Accrued postretirement medical benefits................................................ 10.6 652.4
Losses in excess of investment in Kaiser............................................... 498.2 -
Other noncurrent liabilities........................................................... 113.4 999.7
------------- ------------
Total liabilities.............................................................. 1,670.9 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................................................................. (593.6) (524.2)
Accumulated other comprehensive loss................................................ (66.4) (66.3)
Treasury stock, at cost (shares held: preferred - 845; common - 3,535,688).......... (115.7) (115.7)
------------- ------------
Total stockholders' deficit.................................................... (545.1) (475.6)
------------- ------------
$ 1,125.8 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
(UNAUDITED)
Net sales:
Forest products................................................. $ 51.8 $ 44.8 $ 154.0 $ 142.8
Real estate..................................................... 13.7 20.8 37.8 41.5
Racing.......................................................... 8.1 8.2 23.0 23.0
Aluminum........................................................ - 430.3 167.5 1,357.4
---------- ---------- ---------- ----------
73.6 504.1 382.3 1,564.7
---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales and operations:
Forest products.............................................. 32.3 36.9 103.8 119.6
Real estate.................................................. 4.5 7.9 14.7 19.4
Racing....................................................... 5.5 5.7 15.0 15.1
Aluminum..................................................... - 418.6 158.6 1,061.7
Selling, general and administrative expenses.................... 17.7 39.7 69.4 120.3
Impairment of assets............................................ - 0.7 - 0.7
Depreciation, depletion and amortization........................ 8.8 28.9 36.3 83.1
---------- ---------- ---------- ----------
68.8 538.4 397.8 1,419.9
---------- ---------- ---------- ----------
Operating income (loss):
Forest products................................................. 5.4 (1.9) 15.3 (5.4)
Real estate..................................................... 1.9 4.7 0.7 1.3
Racing.......................................................... (0.5) (0.3) 0.2 0.7
Aluminum........................................................ - (34.7) (23.6) 156.1
Corporate....................................................... (2.0) (2.1) (8.1) (7.9)
---------- ---------- ---------- ----------
4.8 (34.3) (15.5) 144.8
Other income (expense):
Gain on sale of an interest in QAL.............................. - 163.6 - 163.6
Investment, interest and other income (expense), net............ 2.6 21.9 7.2 (0.3)
Interest expense................................................ (18.9) (46.7) (70.3) (136.2)
Amortization of deferred financing costs........................ (0.8) (1.9) (2.6) (6.4)
---------- ---------- ---------- ----------
Income (loss) before income taxes and minority interests and
extraordinary item.............................................. (12.3) 102.6 (81.2) 165.5
Benefit (provision) for income taxes............................... 4.7 (48.3) 8.6 (73.5)
Minority interests................................................. - (24.9) 0.9 (43.6)
---------- ---------- ---------- ----------
Income (loss) before extraordinary item............................ (7.6) 29.4 (71.7) 48.4
Extraordinary item:
Gains on repurchases of debt, net of income tax provision
of $0.1, $1.2 and $2.0, respectively......................... 0.2 - 2.3 3.6
---------- ---------- ---------- ----------
Net income (loss).................................................. $ (7.4) $ 29.4 $ (69.4) $ 52.0
========== ========== ========== ==========
Basic earnings (loss) per common share:
Income (loss) before extraordinary item......................... $ (1.17) $ 4.09 $ (10.99) $ 6.66
Extraordinary item.............................................. 0.03 - 0.35 0.50
---------- ---------- ---------- ----------
Net income (loss)............................................... $ (1.14) $ 4.09 $ (10.64) $ 7.16
========== ========== ========== ==========
Diluted earnings (loss) per common and common equivalent share:
Income (loss) before extraordinary item......................... $ (1.17) $ 4.08 $ (10.99) $ 6.64
Extraordinary item.............................................. 0.03 - 0.35 0.50
---------- ---------- ---------- ----------
Net income (loss)............................................... $ (1.14) $ 4.08 $ (10.64) $ 7.14
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
MAXXAM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS OF DOLLARS)
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2002 2001
---------- -----------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................................................................... $ (69.4) $ 52.0
Adjustments to reconcile net income (loss) to net cash provided by (used for)
operating activities:
Depreciation, depletion and amortization............................................ 36.3 83.1
Non-cash impairment and restructuring charges....................................... - 21.4
Extraordinary gains on repurchases of debt, net..................................... (2.3) (3.6)
Net gains on marketable securities.................................................. (1.8) (8.7)
Net gains on other asset dispositions............................................... (4.8) (169.1)
Minority interests.................................................................. (0.9) 43.6
Amortization of deferred financing costs and discounts on long-term debt............ 2.6 6.4
Equity in earnings of unconsolidated affiliates, net of dividends received.......... 1.3 4.5
Increase (decrease) in cash resulting from changes in:
Receivables....................................................................... 21.6 125.4
Inventories....................................................................... 15.7 49.3
Prepaid expenses and other assets................................................. 45.2 7.8
Accounts payable.................................................................. 9.8 (43.5)
Accrued and deferred income taxes................................................. (13.2) 30.8
Payable to affiliates and other liabilities....................................... (44.9) (2.6)
Accrued interest.................................................................. (7.8) (32.0)
Long-term assets and long-term liabilities........................................ (29.2) 7.9
Other............................................................................... 2.5 17.5
---------- -----------
Net cash provided by (used for) operating activities.............................. (39.3) 190.2
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from dispositions of property and investments............................. 6.5 170.4
Net sales (purchases) of marketable securities and other investments................... 7.6 (94.2)
Capital expenditures................................................................... (17.5) (295.5)
Decrease in cash attributable to deconsolidation of Kaiser............................. (130.4) -
Other.................................................................................. 0.3 (0.3)
---------- -----------
Net cash used for investing activities............................................ (133.5) (219.6)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuances of long-term debt.............................................. 6.8 132.4
Redemptions, repurchases of and principal payments on long-term debt................... (61.1) (86.5)
Borrowings (repayments) under revolving and short term credit facilities, net.......... (14.5) (48.8)
Incurrence of deferred financing costs................................................. - (5.4)
Redemption of preference stock......................................................... - (5.6)
Restricted cash withdrawals, net....................................................... 30.4 8.2
Treasury stock repurchases............................................................. - (2.9)
Other.................................................................................. (1.3) -
---------- -----------
Net cash used for financing activities............................................ (39.7) (8.6)
---------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS................................................. (212.5) (38.0)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.......................................... 272.2 353.2
---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................................................ $ 59.7 $ 315.2
========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid, net of capitalized interest............................................. $ 78.2 $ 168.3
Income taxes paid, net................................................................. - 41.6
Increase (decrease) in accounts payable attributable to capital expenditures........... - (29.9)
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 (see "Deconsolidation
of Kaiser" below) 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 September 30, 2002, and the consolidated
results of operations for the three and nine months ended September 30, 2002 and
2001, and the consolidated cash flows for the nine months ended September 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
2002 2001 2002 2001
--------- -------- --------- ---------
Net sales................................................................ $ 73.6 $ 73.8 $ 214.8 $ 207.3
Costs and expenses....................................................... (68.8) (73.4) (206.7) (218.6)
--------- -------- --------- ---------
Operating income (loss).................................................. 4.8 0.4 8.1 (11.3)
Other income (expenses), net............................................. 2.6 5.6 15.3 27.8
Interest expense......................................................... (19.7) (21.4) (60.2) (60.4)
--------- -------- --------- ---------
Loss before income taxes and minority interests.......................... (12.3) (15.4) (36.8) (43.9)
Income tax benefit....................................................... 4.7 2.0 13.3 12.4
Minority interests....................................................... - - 0.2 -
--------- -------- --------- ---------
Loss before extraordinary item........................................... (7.6) (13.4) (23.3) (31.5)
Extraordinary item....................................................... 0.2 - 2.3 3.6
--------- -------- --------- ---------
Net loss................................................................. $ (7.4) $ (13.4) $ (21.0) $ (27.9)
========= ======== ========= =========
Net loss per share:
Basic................................................................. $ (1.14) $ (1.88) $ (3.22) $ (3.84)
Diluted............................................................... (1.14) (1.88) (3.22) (3.84)
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.
On October 29, 2002, the Court set January 31, 2003, as the last date by
which holders of pre-Filing Date claims against the Debtors (other than
asbestos-related personal injury claims and certain hearing loss claims) must
file their claims. Any holder of a claim that is required to file a claim by
such date and does not do so may be barred from asserting such claim against any
of the Debtors and, accordingly, may not be able to participate in any
distribution in any of the Cases on account of such claim. Because the January
31, 2003 bar date has not yet occurred, no provision has been included in the
accompanying financial statements or the financial data and information of
Kaiser included herein for claims that may be filed. The January 31, 2003 bar
date does not apply to asbestos-related personal injury claims, for which the
Debtors reserve the right to establish a separate bar date at a later time. A
separate bar date of June 30, 2003, has been set for certain hearing loss
claims.
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. 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. Kaiser intends to ask the Court for a further extension of the
exclusivity period to April 30, 2003. Kaiser believes that extensions of this
nature are routine in complex cases such as the Debtors' Cases. However, no
assurance can be given that such extension, or any future extension requests,
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 November 8, 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 November 8, 2002
was $3.0 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).
September 30, DECEMBER 31,
2002 2001
------------- --------------
Current assets....................................................................... $ 594.3 $ 759.2
Property, plant and equipment, net................................................... 1,160.7 1,215.4
Other assets......................................................................... 746.6 769.1
------------- --------------
Total assets.............................................................. $ 2,501.6 $ 2,743.7
============= ==============
Liabilities not subject to compromise:
Current liabilities............................................................... $ 323.4 $ 803.4
Long-term debt, less current maturities........................................... 42.8 700.8
Other liabilities................................................................. 94.9 1,562.1
Liabilities subject to compromise.................................................... 2,592.2 -
Minority interests................................................................... 119.9 118.5
Stockholders' deficit................................................................ (671.6) (441.1)
------------- --------------
Total liabilities and stockholders' deficit.............................. $ 2,501.6 $ 2,743.7
============= ==============
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
2002 2001 2002 2001
--------- -------- --------- ---------
Net sales................................................................ $ 348.0 $ 430.3 $1,104.9 $1,357.4
Costs and expenses....................................................... (413.7) (466.4) (1,244.0) (1,205.7)
Other income (expenses), net............................................. (12.1) 152.7 (41.7) 53.3
--------- -------- --------- ---------
Income (loss) before income taxes and minority interests................. (77.8) 116.6 (180.8) 205.0
Benefit (provision) for income taxes..................................... (7.0) (49.4) (21.4) (83.9)
Minority interests....................................................... 1.4 1.2 4.3 2.8
--------- -------- --------- ---------
Net income (loss)........................................................ $ (83.4) $ 68.4 $ (197.9) $ 123.9
========= ======== ========= =========
COMPREHENSIVE INCOME (LOSS)
The following table sets forth comprehensive income (loss) (in millions).
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
2002 2001 2002 2001
--------- -------- --------- ---------
Net income (loss).......................................................... $ (7.4) $ 29.4 $ (69.4) $ 52.0
Cumulative effect of accounting change, net of income tax provision of $0.3 - - - 1.1
Unrealized net gains on derivative instruments arising during the period,
net of income tax provision of $13.1 and $10.4, respectively............ - 22.4 - 17.8
Less reclassification adjustment for realized net gains on derivative
instruments included in net income (loss), net of income tax
provision of $0.0 and $0.6, respectively................................ - (0.2) - (1.8)
Change in value of available-for-sale investments, net of income tax
provision (benefit) of $0.2, $0.4, $(0.1) and $0.6, respectively........ 0.2 0.7 (0.1) 0.9
--------- -------- --------- ---------
Comprehensive income (loss)................................................ $ (7.2) $ 52.3 $ (69.5) $ 70.0
========= ======== ========= =========
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 for 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 the Company's fiscal year
beginning January 1, 2003. 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
Net sales and operating income (loss) for each reportable segment is
presented in the Consolidated Statement of Operations. Operating income (loss)
for "Corporate" represents general and administrative expenses not directly
attributable to the reportable segments. The amounts reflected in "Corporate"
also serve to reconcile the total of the reportable segments' amounts to totals
in the Company's consolidated financial statements.
The following table presents certain other unaudited financial information
by reportable segment (in millions).
REPORTABLE SEGMENTS
-------------------------------- CONSOLIDATED
TOTAL EXCLUDING
FOREST REAL RACING ALUMINUM ALUMINUM(1) CONSOLIDATED
PRODUCTS ESTATE OPERATIONS CORPORATE OPERATIONS OPERATIONS TOTAL
--------- --------- ------------ ---------- --------------- ----------- ------------
Depreciation, depletion and
amortization for the three
months ended:
September 30, 2002..... $ 5.8 $ 2.5 $ 0.4 $ 0.1 $ 8.8 $ - $ 8.8
September 30, 2001..... 4.2 2.5 0.4 0.1 7.2 21.7 28.9
Depreciation, depletion and
amortization for the nine
months ended:
September 30, 2002..... 17.6 7.5 1.2 0.3 26.6 9.7 36.3
September 30, 2001..... 14.4 5.1 1.1 0.3 20.9 62.2 83.1
Total assets as of:
September 30, 2002..... 547.8 291.4 37.8 248.8 1,125.8 - (2) 1,125.8
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
September 30, 2002.
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) as of March 31, 2002, and now relies exclusively on contract
loggers to conduct these activities. In connection with these changes, the
Company recorded an impairment charge to operating costs of $2.2 million in the
fourth quarter of 2001. Further actions may be taken during the next year as a
result of Pacific Lumber's continuing evaluation process, and additional
writedowns of certain assets may be required.
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 third quarter of 2002, machinery and equipment with a carrying
value of $1.2 million was sold, resulting in a loss of $0.4 million. During the
nine months ended September 30, 2002, machinery and equipment with a carrying
value of $2.2 million was sold, resulting in a gain of $1.0 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- ------------------------
2002 2001 2002 2001
----------- ------------- ----------- -----------
Equity in earnings from real estate joint ventures............ $ (0.4) $ 0.8 $ 2.4 $ 3.8
=========== ============= =========== ===========
Aluminum
The aluminum segment's operating income for the period from January 1,
2002 to February 11, 2002, and the three and nine months ended September 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 NINE MONTHS
JANUARY 1, 2002, TO ENDED ENDED
FEBRUARY 11, 2002 SEPTEMBER 30, 2001 SEPTEMBER 30, 2001
----------------- ------------------- -----------------
Net gains on power sales............................... $ - $ 6.5 $ 229.2
Restructuring charges.................................. (1.3) (24.5) (27.0)
Contractual labor costs related to smelter curtailment. - (3.3) (3.3)
----------------- ------------------- -----------------
$ (1.3) $ (21.3) $ 198.9
================= =================== =================
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 nine
months ended September 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 NINE MONTHS
JANUARY 1, 2002, TO ENDED ENDED
FEBRUARY 11, 2002 SEPTEMBER 30, 2001 SEPTEMBER 30, 2001
----------------- ------------------- -----------------
Asbestos-related charges............................... $ - $ - $ (53.3)
Mark-to-market gains................................... (0.4) 13.9 32.3
Adjustment to environmental liabilities................ - (1.0) (9.0)
All other, net......................................... 2.2 3.4 1.9
----------------- ------------------- -----------------
$ 1.8 $ 16.3 $ (28.1)
================= =================== =================
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):
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- --------------
Current assets:
Restricted cash and cash equivalents.............................................. $ 5.2 $ 42.8
------------- --------------
Marketable securities, restricted:
Amounts held in SAR Account.................................................... 19.3 17.1
------------- --------------
Long-term restricted cash, marketable securities and other investments:
Amounts held in SAR Account....................................................... 102.9 137.8
Other amounts restricted under the Timber Notes Indenture......................... 2.6 2.8
Other long-term restricted cash................................................... 10.7 10.9
Less: Amounts attributable to Timber Notes held in SAR Account.................... (50.4) (53.0)
------------- --------------
65.8 98.5
------------- --------------
Total restricted cash, marketable securities and other investments................... $ 90.3 $ 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 interests in
several limited partnerships which invest in diversified portfolios of common
stocks and other equity securities. These investments are not consolidated, but
are accounted for under the equity method. The following table shows the
Company's investment in these partnerships, including restricted amounts held in
the SAR Account (in millions).
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- --------------
Restricted........................................................................ $ 13.7 $ 15.7
Unrestricted...................................................................... 26.1 135.5
------------- --------------
$ 39.8 $ 151.2
============= ==============
4. INVENTORIES
Inventories consist of the following (in millions):
SEPTEMBER 30, DECEMBER 31,
2002 2001
-------------- --------------
Forest products operations:
Lumber............................................................................ $ 24.2 $ 29.3
Logs.............................................................................. 9.9 22.1
-------------- --------------
34.1 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
-------------- --------------
$ 34.1(1) $ 364.7
============== ==============
- --------------------
(1) As a result of the deconsolidation of Kaiser, inventory amounts for Kaiser
are not included in the consolidated total as of September 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 September 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 $18.0 million at September 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. In connection
with such extension, the facility commitment amount was reduced from $50.0
million to $45.0 million. On October 28, 2002, a new credit agreement was
entered into which incorporated these changes and allowed for syndication of the
facility.
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.
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. At September
30, 2002, Scotia LLC could have borrowed a maximum of $54.3 million under the
Scotia LLC Line of Credit, and there was $5.5 million outstanding under the
Scotia LLC Line of Credit.
6. LONG-TERM DEBT
Long-term debt consists of the following (in millions):
SEPTEMBER 30, December 31,
2002 2001
------------- ------------
12% MGHI Notes due August 1, 2003..................................................... $ 43.2 $ 88.2
6.55% Scotia LLC Timber Notes due July 20, 2028....................................... 103.2 120.3
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................................................................ 120.1 121.7
Other notes and contracts, primarily secured by receivables, buildings, real estate
and equipment...................................................................... 54.3 52.4
------------- ------------
1,027.3 1,089.1
Aluminum segment debt (1):
9 7/8% KACC Senior Notes due February 15, 2002, net of discount.................... - 172.8
10 7/8% 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
------------- ------------
1,027.3 1,963.4
Less: current maturities........................................................ (69.6) (198.9)
Timber Notes held in SAR Account........................................... (55.4) (57.7)
------------- ------------
$ 902.3 $ 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
September 30, 2002.
The amount attributable to the Timber Notes held in the SAR Account of
$50.4 million as of September 30, 2002, reflected in Note 3 above represents the
amount paid to acquire $55.4 million principal amount of Timber Notes.
During the nine months ended September 30, 2002, MGHI repurchased $45.0
million principal amount of the MGHI Notes, resulting in an extraordinary gain
of $2.3 million (net of tax). Subsequent to September 30, 2002, an additional
$11.6 million principal amount of the MGHI Notes were repurchased, resulting in
a small gain.
7. INCOME TAXES
Subsequent to the deconsolidation of Kaiser, the Company re-evaluated the
appropriateness of recognizing a deferred tax benefit with respect to the excess
of its tax basis over its financial reporting basis ($(498.2) million as of
September 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.
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. Nevertheless, the rate of approvals of THPs during 2001
improved over that for the prior year, and further improvements had been
experienced in 2002 prior to the recent developments in the EPIC-SYP/Permits
lawsuit described below. Despite the improvements in the THP approval process,
other factors such as actions by the North Coast Water Board and pending
litigation discussed below may adversely impact the Company's ability to meet
its harvesting goals.
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 revenues. 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 two water courses. 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. The North Coast Water Board has
targeted the fall of 2003 as the completion date of the TMDL process for these
four water courses. The final 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.
Effective January 1, 2003, a California statute eliminates a waiver
previously granted to, among others, 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. Harvesting activities could be delayed and/or adversely affected, as a
separate, additional regulatory process would be required for harvesting under
THPs.
In August 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 currently impacts an estimated 18,000 Mbfe of timber covered by a
number of THPs. This order prohibits sediment discharges caused by Company
operations during the winter period 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 are to be imposed.
The Company submitted a report of waste discharge, and on November 7, 2002, the
North Coast Water Board approved waste discharge requirements that the Company
believes will allow it to operate within this basin during the winter months.
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 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. 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. On September 20, 2002, an agreement was reached to settle
this litigation, and the parties are proceeding to implement that agreement.
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
trial judge has issued a stay of the effectiveness of the Permits but has not
issued an injunction against harvesting on the Company's lands under THPs that
were previously approved consistently with the Permits. The stay does, however,
prevent CDF from approving certain new THPs that rely upon the Permits, and
unless the stay can be vacated or amended, as the Company has requested, it
could force the Company to modify its pending THPs in accordance with
alternative Board of Forestry rules that do not depend upon an approved SYP.
This procedure could cause reductions in 2003 harvest levels and could have an
adverse impact on the Company. A trial date is set for January 20, 2003. The
judge has indicated that he expects to rule on this matter no earlier than July
2003. The Company believes that appropriate procedures were followed throughout
the public review and approval process concerning the HCP and the SYP, the
Company is working with the relevant government agencies to defend these
challenges, and does not believe the resolution of these matters should result
in a material adverse effect on its financial condition, results of operations
or the ability to harvest timber. However, in addition to the potential
short-term adverse impacts described above, these matters could have a long-term
negative impact if they are decided adversely to the Company.
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.
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.
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 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. On September 12, 2001, the administrative law judge
issued a recommended decision in favor of the Respondents on each claim made by
the OTS. On October 17, 2002, the OTS action was settled for $0.2 million and
with no admission of wrongdoing on the part of the Respondents. The OTS agreed
to drop its administrative action and not pursue any further legal action
against the Respondents with regard to the OTS action. The Company agreed that
it would not pursue legal action against the OTS or its employees as part of the
FDIC counterclaim (see below).
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. The FDIC and Mr. Hurwitz have
stipulated to a dismissal of the FDIC action. This stipulation does not affect
the FDIC counterclaim or motion for sanctions described in the following paragraph.
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 September 30, 2002, such fees, which have been
recorded in the Company's Consolidated Statement of Operations as incurred, were
in excess of $37.0 million. On November 8, 2002, the Company, Federated and Mr.
Hurwitz filed an amended counterclaim and amended motion for sanctions. 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. The insurers requested arbitration and the lawsuit was
dismissed in April 1998. Binding arbitration with one of the insurers in this
matter was held October 1-4, 2002.
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 result in 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 NINE MONTHS
SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------------- ----------------------------
2002 2001 2002 2001
------------- ----------- ----------- ------------
Weighted average shares outstanding:
Common Stock........................................... 6,527,671 6,527,671 6,527,671 6,600,281
Effect of dilution:
Class A Preferred Stock............................. - (1) 668,390 - (1) 668,421
------------- ----------- ----------- ------------
Weighted average number of common and common equivalent
shares - Basic........................................ 6,527,671 7,196,061 6,527,671 7,268,702
Effect of dilution:
Stock options....................................... - (1) 26,164 (2) - (1) 15,808 (2)
------------- ----------- ----------- ------------
Weighted average number of common and common equivalent
shares - Diluted...................................... 6,527,671 7,222,225 6,527,671 7,284,510
============= =========== =========== ============
- ------------------
(1) The Company had losses for the three months and nine months ended
September 30, 2002; therefore the Class A Preferred Stock and options were
not included in the computation of earnings per share for these periods.
(2) Options to purchase 466,275 shares of Common Stock outstanding during
the three and nine months ended September 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.
11. OTHER SIGNIFICANT EVENTS
In August 2002, Motel Assets entered into an agreement to acquire for
approximately $53.0 million an interest in a trust which owns a portfolio of
sixteen motel properties located in ten different states. Under the agreement,
Motel Assets would make a cash payment of $3.0 million and assume the
outstanding principal balance of approximately $50.0 million on the Motel Notes
at the expected closing date in November 2002. The Motel Notes have an interest
rate of 7.03% with a May 1, 2018, maturity date. Motel Assets would acquire the
properties subject to an existing lease agreement with the current tenant, under
which the properties are fully leased through April 2019, and under which all
obligations are guaranteed by the parent company of the current tenant. Motel
Assets expects to account for the lease as an operating lease. The Motel Notes
are secured by the lease, the properties, and an $11.2 million residual value
insurance contract.
In August 2002, Beltway Assets entered into an agreement to acquire an
office building located in Houston, Texas, for a purchase price of approximately
$32.0 million. The transaction would be financed with a cash payment of $2.0
million and proceeds of approximately $30.0 million from the issuance of the
Beltway Notes. At the time of the acquisition, Beltway Assets would
simultaneously lease the property back to the seller for a period of 22 years.
Beltway Assets expects to account for the lease as an operating lease. The
Beltway Notes would be secured by the building, the lease, and an $11.2 million
residual value insurance contract.
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
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.
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
2002 2001 2002 2001
--------- -------- --------- ---------
Net sales................................................................ $ 73.6 $ 73.8 $ 214.8 $ 207.3
Costs and expenses....................................................... (68.8) (73.4) (206.7) (218.6)
--------- -------- --------- ---------
Operating income (loss).................................................. 4.8 0.4 8.1 (11.3)
Other income (expenses), net............................................. 2.6 5.6 15.3 27.8
Interest expense......................................................... (19.7) (21.4) (60.2) (60.4)
--------- -------- --------- ---------
Loss before income taxes and minority interests.......................... (12.3) (15.4) (36.8) (43.9)
Income tax benefit....................................................... 4.7 2.0 13.3 12.4
Minority interests....................................................... - - 0.2 -
--------- -------- --------- ---------
Loss before extraordinary item........................................... (7.6) (13.4) (23.3) (31.5)
Extraordinary item....................................................... 0.2 - 2.3 3.6
--------- -------- --------- ---------
Net loss................................................................. $ (7.4) $ (13.4) $ (21.0) $ (27.9)
========= ======== ========= =========
Net loss per share:
Basic................................................................. $ (1.14) $ (1.88) $ (3.22) $ (3.84)
Diluted............................................................... (1.14) (1.88) (3.22) (3.84)
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. 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. As discussed in Note 8 to the Condensed Consolidated Financial
Statements, other factors may adversely impact the Company's abilities to meet
its harvesting goals. 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 beginning in 2003 the North
Coast Water Board could 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 harvesting. A stay
issued in connection with the EPIC- SYP/Permits lawsuit could require the
Company to follow an alternative THP approval process, resulting in delays in
obtaining approvals of THPs which have already been submitted or are currently
being prepared.
Furthermore, there can be no assurance that certain other pending legal,
regulatory and environmental matters or future governmental regulations,
legislation or judicial or administrative decisions, adverse weather conditions
or low SBE 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) as of March 31, 2002, and now relies exclusively on contract
loggers to conduct these activities. Further actions may be taken during the next
year as a result of Pacific Lumber's continuing evaluation process, and additional
writedowns of certain assets may be required.
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 revenues. 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 nine months ended September 30, 2002 and 2001, for
the Company's forest products operations.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ -----------------------------
2002 2001 2002 2001
--------------- ------------- ------------ ---------------
(IN MILLIONS OF DOLLARS, EXCEPT SHIPMENTS AND PRICES)
Shipments:
Lumber: (1)
Redwood upper grades......................... 7.4 3.6 20.9 12.1
Redwood common grades........................ 55.9 41.5 173.5 123.6
Douglas-fir upper grades..................... 1.0 2.0 3.7 6.7
Douglas-fir common grades.................... 7.3 11.4 12.9 44.2
Other........................................ - 1.0 - 3.6
--------------- ------------- ------------ ---------------
Total lumber.................................... 71.6 59.5 211.0 190.2
=============== ============= ============ ===============
Wood chips (2).................................. 19.2 29.6 51.7 90.2
=============== ============= ============ ===============
Average sales price:
Lumber: (3)
Redwood upper grades......................... $ 1,291 $ 1,739 $ 1,327 $ 1,788
Redwood common grades........................ 559 570 546 595
Douglas-fir upper grades..................... 1,456 1,287 1,330 1,341
Douglas-fir common grades.................... 336 357 336 343
Wood chips (4).................................. 34 64 34 67
Net sales:
Lumber, net of discount......................... $ 44.5 $ 36.5 $ 130.6 $ 119.2
Logs............................................ 3.4 3.0 12.2 5.2
Wood chips...................................... 0.6 1.9 1.7 6.1
Cogeneration power.............................. 2.5 2.0 7.2 9.4
Other........................................... 0.8 1.4 2.3 2.9
--------------- ------------- ------------ ---------------
Total net sales.............................. $ 51.8 $ 44.8 $ 154.0 $ 142.8
=============== ============= ============ ===============
Operating income (loss)............................ $ 5.4 $ (1.9) $ 15.3 $ (5.4)
=============== ============= ============ ===============
Operating cash flow (5)............................ $ 11.2 $ 3.0 $ 32.9 $ 9.7
=============== ============= ============ ===============
Loss before income taxes and minority interests.... $ (8.2) $ (14.8) $ (22.8) $ (41.7)
=============== ============= ============ ===============
- ---------------------------
(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 increased for the third quarter and first nine months of 2002 as
compared to the third quarter and first nine months of 2001, primarily due to
increased shipments of redwood common grade lumber. Growth in net sales was
negatively impacted by a decline in shipments of Douglas-fir lumber and lower
average sales prices for redwood lumber.
Operating Income (Loss)
Segment operating results improved for the three and nine month periods
ended September 30, 2002, as compared to the same periods of 2001. The Company
was able to increase shipments while lowering cost of sales and operations. The
decline in operating expenses primarily reflects the benefits of cost saving
measures taken in late 2001 and early 2002. Selling, general and administrative
expenses for the two periods increased, however, primarily as a result of an
increase in administrative, litigation and other expenses.
Loss Before Income Taxes and Minority Interests
The loss before income taxes for the third quarter and first nine months
of 2002 decreased from the loss in the comparable prior year periods, primarily
as a result of the improved operating results 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 nine months ended September 30, 2002 and 2001, for
the Company's real estate operations.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2002 2001 2002 2001
----------- ---------- ---------- -----------
(IN MILLIONS OF DOLLARS)
Net sales:
Real estate:
Fountain Hills............................................. $ 1.1 $ 8.7 $ 6.0 $ 15.4
Mirada..................................................... - - 0.2 -
Palmas del Mar............................................. 6.2 5.9 12.3 10.1
Other...................................................... 1.0 0.2 1.4 1.3
----------- ---------- ---------- -----------
Total.................................................... 8.3 14.8 19.9 26.8
----------- ---------- ---------- -----------
Resort, commercial and other:
Fountain Hills............................................. 1.0 0.9 2.8 2.8
Mirada..................................................... - - - 0.2
Palmas del Mar............................................. 2.1 2.9 8.4 9.3
Lake Pointe................................................ 2.2 2.1 6.5 2.2
Other...................................................... 0.1 0.1 0.2 0.2
----------- ---------- ---------- -----------
Total.................................................... 5.4 6.0 17.9 14.7
----------- ---------- ---------- -----------
Total net sales............................................... $ 13.7 $ 20.8 $ 37.8 $ 41.5
=========== ========== ========== ===========
Operating income (loss):
Fountain Hills................................................ $ (0.2) $ 5.4 $ (0.2) $ 6.6
Mirada........................................................ (0.5) (0.3) (1.6) (1.1)
Palmas del Mar................................................ 1.1 (0.9) (0.3) (4.9)
Lake Pointe................................................... 0.8 0.7 2.4 0.8
Other......................................................... 0.7 (0.2) 0.4 (0.1)
----------- ---------- ---------- -----------
Total operating income..................................... $ 1.9 $ 4.7 $ 0.7 $ 1.3
=========== ========== ========== ===========
Investment, interest and other income (expense), net:
Equity in earnings from real estate joint ventures............ $ (0.4) $ 0.8 $ 2.4 $ 3.8
Other......................................................... 1.1 1.5 3.5 6.5
----------- ---------- ---------- -----------
$ 0.7 $ 2.3 $ 5.9 $ 10.3
=========== ========== ========== ===========
Income (loss) before income taxes and minority interests......... $ (0.5) $ 3.7 $ (2.9) $ 6.3
=========== ========== ========== ===========
Net Sales
Net sales decreased for the third quarter and first nine months of 2002
versus the third quarter and first nine months of 2001 primarily as a result of
lower real estate sales at the Company's Fountain Hills development project. The
decrease in net sales for the first nine months of 2002 as compared to the year
ago period was offset somewhat by rental income from the Lake Pointe Plaza
office complex acquired in June 2001.
Operating Income (Loss) and Income (Loss) Before Income Taxes and Minority Interests
Operating income for the third quarter and first nine months of 2002
decreased from the same periods of 2001 primarily as a result of lower real
estate sales, as discussed above. Income (loss) before income taxes and minority
interests decreased for the third quarter of 2002 as a result of the decrease in
operating income discussed above, in addition to lower equity in earnings from
the FireRock LLC real estate joint venture. Income (loss) before income taxes
and minority interests decreased for the nine months ended September 30, 2002,
as compared to the same period of 2001, primarily due to the decline in
operating income discussed above, as well as increased interest expense 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. 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 nine months ended September 30, 2002 and 2001, for
the Company's racing operations.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2002 2001 2002 2001
---------- ------------ ---------- -----------
(IN MILLIONS OF DOLLARS)
Number of live race days:
Sam Houston Race Park......................................... 42 47 94 98
Valley Race Park.............................................. - - 84 78
Handle:
Sam Houston Race Park:
On-track handle............................................ $ 40.0 $ 40.9 $ 111.7 $ 111.3
Off-track handle........................................... 23.4 26.9 128.4 133.8
---------- ------------ ---------- -----------
Total.................................................... $ 63.4 $ 67.8 $ 240.1 $ 245.1
========== ============ ========== ===========
Valley Race Park:
On-track handle............................................ $ 5.0 $ 4.4 $ 17.5 $ 16.3
Off-track handle........................................... - - 2.9 3.6
---------- ------------ ---------- -----------
Total.................................................... $ 5.0 $ 4.4 $ 20.4 $ 19.9
========== ============ ========== ===========
Net sales:
Sam Houston Race Park:
Net parimutuel commissions................................. $ 4.3 $ 4.3 $ 13.0 $ 13.0
Other revenues............................................. 2.9 3.2 6.6 6.7
---------- ------------ ---------- -----------
Total.................................................... 7.2 7.5 19.6 19.7
---------- ------------ ---------- -----------
Valley Race Park:
Net parimutuel commissions................................. 0.6 0.5 2.4 2.3
Other revenues............................................. 0.3 0.2 1.0 1.0
---------- ------------ ---------- -----------
Total.................................................... 0.9 0.7 3.4 3.3
---------- ------------ ---------- -----------
Total net sales............................................... $ 8.1 $ 8.2 $ 23.0 $ 23.0
========== ============ ========== ===========
Operating income (loss):
Sam Houston Race Park......................................... $ (0.4) $ (0.2) $ 0.3 $ 0.9
Valley Race Park.............................................. (0.1) (0.1) (0.1) (0.2)
---------- ------------ ---------- -----------
Total operating income (loss).............................. $ (0.5) $ (0.3) $ 0.2 $ 0.7
========== ============ ========== ===========
Income (loss) before income taxes and minority interests......... $ (0.5) $ (0.3) $ 0.2 $ 0.7
========== ============ ========== ===========
Net Sales
Net sales were substantially unchanged for the third quarter and first
nine months of 2002 over the comparable prior year periods.
Operating Income (Loss) and Income (Loss) Before Income Taxes and Minority Interests
Operating results and income (loss) before income taxes and minority
interests decreased slightly for the third quarter and the first nine months of
2002 versus the comparable prior year period due to increased marketing and
administrative expenses.
OTHER ITEMS NOT DIRECTLY RELATED TO INDUSTRY SEGMENTS
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
(IN MILLIONS OF DOLLARS)
Operating loss................................................ $ (2.0) $ (2.1) $ (8.1) $ (7.9)
Loss before income taxes and minority interests............... (3.1) (4.0) (11.3) (9.2)
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 decrease in the loss before income taxes and minority interests
for the three months ended September 30, 2002, was primarily the result of lower
interest expense on the MGHI Notes as a result of repurchases made in 2002. The
increase in the loss before income taxes and minority interests for the nine
months ended September 30, 2002 versus the comparable prior year period is
primarily a result of lower investment income. This decline was partially offset
by lower interest expense on the MGHI Notes.
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 and nine months
ended September 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2002 2001 2002 2001
------------- ------------ ------------- -------------
(IN MILLIONS OF DOLLARS, EXCEPT SHIPMENTS AND PRICES)
Shipments:(1)
Alumina:
Third party....................................... 566.1 680.2 1,839.7 2,009.1
Intersegment...................................... 53.8 51.2 240.1 286.0
------------- ------------ ------------- -------------
Total alumina................................... 619.9 731.4 2,079.8 2,295.1
------------- ------------ ------------- -------------
Primary aluminum:
Third party....................................... 49.2 59.7 145.2 186.4
Intersegment...................................... 0.1 0.3 1.7 2.3
------------- ------------ ------------- -------------
Total primary aluminum.......................... 49.3 60.0 146.9 188.7
------------- ------------ ------------- -------------
Flat-rolled products ................................ 9.6 17.0 37.2 59.8
------------- ------------ ------------- -------------
Engineered products.................................. 32.5 28.0 95.0 92.2
------------- ------------ ------------- -------------
Average realized third party sales price: (2)
Alumina (per ton).................................... $ 169 $ 183 $ 168 $ 189
Primary aluminum (per pound)......................... $ 0.60 $ 0.63 $ 0.62 $ 0.69
Net sales............................................... $ 348.0 $ 430.3 $ 1,104.9 $ 1,357.4
============= ============ ============= =============
Operating income (loss) (3)............................. $ (65.7) $ (36.1) $ (139.1) $ 151.7
============= ============ ============= =============
Income (loss) before income taxes and minority interests(4)$ (77.8) $ 116.6 $ (180.8) $ 205.0
============= ============ ============= =============
- -----------------------------------------
(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 nine months ended September 30, 2002
includes special items of $(3.8) million and $(11.3) million,
respectively, for restructuring charges, and $(21.5) million and $(23.1)
million, respectively, for impairment charges during the quarter ended
September 30, 2002. Operating loss for the three months ended September
30, 2001, includes special items of $(21.3) million primarily consisting
of restructuring charges. Operating income for the nine months ended
September 30, 2001, includes special items of $198.9 million 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 nine months ended
September 30, 2002, includes special items of $(1.4) million and $1.1
million, respectively. Income before income taxes and minority interests
for the three and nine months ended September 30, 2001, includes special
items of: $-0- and $(53.3) million for asbestos-related charges; $163.6
million for the gain on sale of an 8.3% interest in QAL; $13.9 million and
$32.3 million, respectively, for mark-to-market gains; $(1.0) million and
$(9.0) million for environmental remediation charges; and $3.4 million and
$1.9 million for other special items (see Note 2 to the Condensed
Consolidated Financial Statements).
Net Sales
Net sales for the quarter and nine months ended September 30, 2002,
decreased from the year ago periods due to 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 third quarter of 2002 as compared to the third quarter of 2001. 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
weather-related delays in the timing of shipments, the sale of an approximate
8.3% interest in QAL in the third quarter of 2001, the curtailment of certain
potline operations in March 2002, and reduced demand due to a weak market. The
increase in shipments of engineered products during the third quarter of 2002
was the result of increased ground transportation 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 $40.4 million and $104.7 million for the three
and nine months ended September 30, 2002, respectively, as compared to operating
losses of $14.8 million and $47.2 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
to a trust in respect of 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 income (losses) before income taxes and minority interests of
$(51.1) million and $(147.5) million for the three and nine months ended
September 30, 2002, respectively, as compared to $(42.0) million and $(129.4)
million for the same periods of 2001. In addition, results also included
reorganization items of $8.5 million (primarily professional fees) and $24.6
million (primarily professional fees and accelerated amortization of certain
deferred financing costs) for the quarter and nine months ended September 30,
2002, respectively. The loss before income taxes and minority interests, after
excluding special items, increased from 2001 as a result of the increase in
operating losses. This was offset in part by the decline in interest expense
which does not accrue on obligations of the Debtors during the bankruptcy.
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 its principal 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 September 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
nine months ended September 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:
September 30, 2002..................... $ 22.3 $ 0.3 (2)$ - $ 9.3 $ - $43.2 (1)$ - $ 75.1
December 31, 2001...................... 14.9 17.8 0.6 10.4 - - - 43.7
Long-term debt, excluding current
maturities:
September 30, 2002..................... $737.6 (1)$ 0.4 $ - $164.1 $ 0.2 $ - (1)$ - $ 902.3
December 31, 2001...................... 754.5 0.5 - 162.6 0.2 88.2 - 1,006.0
Revolving credit facilities:
Facility commitment amounts............ 59.8 45.0 2.5 14.0 - - - 121.3
September 30, 2002:
Borrowings.......................... 5.5 - - - - - - 5.5
Letters of credit................... - 14.0 - 2.5 - - - 16.5
Unused and available
credit............................ 54.3 18.0 2.5 3.2 - - - 78.0
Cash, cash equivalents, marketable
securities and other investments
September 30, 2002:
Current amounts restricted for debt
service............................. $ 19.3 $ - $ - $ 0.3 $ - $ - $ - $ 19.6
Other current amounts.................. 2.0 24.8 31.7 7.8 7.9 0.3 114.7 189.2
------- -------- ------ ------- ------ ------ --------- ---------
21.3 24.8 31.7 8.1 7.9 0.3 114.7 208.8
------- -------- ------ ------- ------ ------ --------- ---------
Long-term amounts restricted for debt
service............................. 55.1 (2) - - 1.4 - - - 56.5
Other long-term restricted amounts..... - - 2.3 7.0 - - - 9.3
------- -------- ------ ------- ------ ------ --------- ---------
55.1 - 2.3 8.4 - - - 65.8
------- -------- ------ ------- ------ ------ --------- ---------
$ 76.4 $ 24.8 $34.0 $ 16.5 $ 7.9 $ 0.3 $ 114.7 $ 274.6
======= ======== ====== ======= ====== ====== ========= =========
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
======= ======== ====== ======= ====== ====== ========= =========
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
Capital expenditures:
September 30, 2002..................... $ 4.9 $ 3.8 $ 0.3 $ 3.1 $ 0.5 $ - $ - $ 12.6
September 30, 2001..................... 4.2 4.9 1.2 133.0(4) 1.5 - 0.7 145.5
Borrowings (repayments) of debt and
credit facilities, net of financing
costs:
September 30, 2002..................... $ (9.4)(1)$ (17.8) $ (0.5)$ 0.3 $ - $(41.4)(1)$ - $ (68.8)
September 30, 2001..................... (14.2) (19.2) - 124.9(4) - (25.1) (3.1) 63.3
Dividends and advances received (paid):
September 30, 2002..................... $(29.4)(2)$ 29.4 (2)$ (0.1) $ (1.1) $(1.7) $ - $ 2.9 $ -
September 30, 2001..................... (77.4)(3) 83.8 (3) (23.7) (9.5) - 17.1 9.7 -
- ----------------------
(1) The decrease in Scotia LLC's long-term debt between December 31, 2001, and
September 30, 2002, was the result of principal payments on the Timber
Notes of $14.8 million during the nine months ended September 30, 2002.
The decrease in MGHI's long- term debt and increase in short-term debt was
due to repurchases of $45.0 million principal amount of MGHI Notes and
reclassification of the remaining balance of $43.2 million of the MGHI
Notes from long-term to short-term maturities. Borrowings (repayments) of
debt and credit facilities also includes $5.5 million outstanding on the
Scotia LLC Line of Credit as of September 30, 2002.
(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 nine months ended September 30, 2001, $77.4 million of dividends
were paid by Scotia LLC to Pacific Lumber, $63.9 million of which
was made using proceeds from the sale of Scotia LLC's Owl Creek grove. In
addition to the $77.4 million of dividends from Scotia LLC, Pacific Lumber
received $6.4 million from MGI related to repayment of intercompany debt.
(4) Capital expenditures and borrowings for the Real Estate segment as of and
for the period ended September 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 November 8, 2002, was $1.3 million. It is possible that MAXXAM
Parent's interest may be diluted or cancelled as a part of a plan of
reorganization.
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 nine months ended September 30, 2002, the Company repurchased
$45.0 million principal amount of the MGHI Notes, resulting in an extraordinary
gain of $2.3 million (net of tax). Subsequent to September 30, 2002, MGHI
repurchased $11.6 million principal amount of the MGHI Notes, resulting in a
small gain. MAXXAM Parent expects to pay MGHI the amount of the Intercompany
Note necessary to enable MGHI to satisfy its obligations under the MGHI Notes,
which are due August 1, 2003.
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 November 8,
2002, was $1.7 million. It is possible that MGHI's interest may be diluted or
cancelled as a part of a plan of reorganization.
FOREST PRODUCTS OPERATIONS
At September 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 $18.0 million at September 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. On October 28, 2002, a new credit agreement was
entered into which incorporated these changes and allowed for syndication of the
facility.
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 September 30, 2002, Scotia LLC could have borrowed a maximum of $54.3 million
under the Scotia LLC Line of Credit, and there was $5.5 million 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) as of March 31,
2002, and now relies exclusively on contract loggers to conduct these
activities. Further actions may be taken during the next year as a result of
Pacific Lumber's continuing evaluation process, and additional writedowns of
certain assets may be required.
The $29.4 million release from the SAR Account discussed above improved
Pacific Lumber's liquidity during the nine months ended September 30, 2002.
However, Pacific Lumber's cash flows from operations may be adversely affected
by the availability of 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 and/or additional repayments by MGI of an intercompany loan in order
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 continue to have an adverse impact on Scotia LLC's net sales
and liquidity during the fourth quarter of 2002. With respect to the note
payment due in January 2003, Scotia LLC expects that it will require funds from
the Scotia LLC Line of Credit to pay a portion of the interest due, and that all
of the funds used to pay the Scheduled Amortization amount will be provided from
the SAR Account. 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 fulfill its
interest and certain other payment obligations in the long-term if SBE Prices do
not improve. 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. Cash flows from operations in the
long-term may continue to be adversely affected by the same factors discussed
above which are affecting short-term cash flows from operations.
REAL ESTATE OPERATIONS
In August 2002, Motel Assets entered into an agreement to acquire for
approximately $53.0 million an interest in a trust which owns a portfolio of
sixteen motel properties located in ten different states. Under the agreement,
Motel Assets would make a cash payment of $3.0 million and assume the outstanding
principal balance of approximately $50.0 million on the Motel Notes at the
expected closing date in November 2002. The Motel Notes have an interest rate of
7.03% with a May 1, 2018, maturity date. Motel Assets would acquire the
properties subject to an existing lease agreement with the current tenant, under
which the properties are fully leased through April 2019, and under which all
obligations are guaranteed by the parent company of the current tenant. Motel
Assets expects to account for the lease as an operating lease. The Motel Notes
are secured by the lease, the properties, and an $11.2 million residual value
insurance contract.
In August 2002, Beltway Assets entered into an agreement to acquire an
office building located in Houston, Texas, for a purchase price of approximately
$32.0 million. The transaction would be financed with a cash payment of $2.0
million and proceeds of approximately $30.0 million from the issuance of the
Beltway Notes. At the time of the acquisition, Beltway Assets would
simultaneously lease the property back to the seller for a period of 22 years.
Beltway Assets expects to account for the lease as an operating lease. The
Beltway Notes would be secured by the building, the lease, and an $11.2 million
residual value insurance contract.
The Company believes that the existing cash and credit facilities of its
real estate subsidiaries, excluding PDMPI, 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. PDMPI and its subsidiaries, however, have
required advances during 2002 and 2001 to fund their operations, and PDMPI may
require such advances in the future.
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.
As of September 30, 2002, $176.6 million was available to Kaiser under the
DIP Facility (of which $87.7 million could be used for additional letters of
credit) and no borrowings were outstanding under the revolving credit facility.
At October 31, 2002, Kaiser's cash and cash equivalents were approximately $74.1
million, there were no outstanding borrowings under the revolving credit portion
of the DIP Facility and outstanding letters of credit were approximately $40.7
million.
CRITICAL ACCOUNTING POLICIES
In the second quarter of 2002, the Company 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 nine months ended September
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.
ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Also, the Company has
investments in certain unconsolidated entities. As the Company does not control
or manage these entities, its disclosure controls and procedures with respect to
such entities are necessarily substantially more limited than those it maintains
with respect to its consolidated subsidiaries.
Within 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth in Note 8 to the Condensed Consolidated Financial
Statements in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.
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 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS:
4.1 Credit Agreement dated October 28, 2002, among Pacific Lumber, Bank of
America, N.A., as Administrative Agent and L/C Issuer, and the Lenders
from time to time party thereto (incorporated herein by reference to
Exhibit 4.1 to the Quarterly Report on Form 10-Q of MAXXAM Group Holdings
Inc. for the quarter ended September 30, 2002; File No. 333-18723)
B. REPORTS ON FORM 8-K:
On August 13, 2002, the Company filed a current report on Form 8-K dated
August 13, 2002, related to the Certification of the Chief Executive and Chief
Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
On October 4, 2002, the Company filed a current report on Form 8-K dated
October 1, 2002, related to the EPIC- SYP/Permits lawsuit.
On October 18, 2002, the Company filed a current report on Form 8-K dated
October 18, 2002, related to the settlement of the OTS action.
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: November 13, 2002 By: /S/ PAUL N. SCHWARTZ
---------------------------------------------------
Paul N. Schwartz
President, Chief Financial Officer and Director
(Principal Financial Officer)
Date: November 13, 2002 By: /S/ ELIZABETH D. BRUMLEY
---------------------------------------------------
Elizabeth D. Brumley
Controller
(Principal Accounting Officer)
CERTIFICATIONS
I, Charles E. Hurwitz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MAXXAM Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 13, 2002 By: /S/ CHARLES E. HURWITZ
--------------------------------------------------
Charles E. Hurwitz
Chairman of the Board and
Chief Executive Officer
I, Paul N. Schwartz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MAXXAM Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 13, 2002 By: /S/ PAUL N. SCHWARTZ
---------------------------------------------------
Paul N. Schwartz
President, Chief Financial Officer and Director
(Principal Financial 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
Beltway Assets: Beltway Assets LLC, a limited liability company, which is an
indirect wholly owned subsidiary of the Company
Beltway Notes: Beltway Assets' 6.31% notes due in November, 2024
Britt: Britt Lumber Co., Inc., a wholly owned subsidiary of MGI
CARIFA: Carribean Basin Projects Financing Authority
Cases: The Chapter 11 proceedings of Kaiser, KACC and 15 of KACC's 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 lesser 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
(Order Granting Change of Venue was filed on May 27, 1999, and assigned Case No.
CV990452 in Humboldt County Superior Court)
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
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
Motel Assets: Motel Assets Holdings LLC, a limited liability company, and its
subsidiaries, all of which are indirect wholly owned subsidiaries of the Company
Motel Notes: Motel Assets' 7.03% notes due May 1, 2018
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 $45.0 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