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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
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 |_|
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes |_| No |X|
The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, as of the last business day of the registrant's most recently
completed second fiscal quarter: $40.3 million.
Number of shares of common stock outstanding at May 9, 2003: 6,527,671
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TABLE OF CONTENTS
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Cash Flows
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 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)
MARCH 31, DECEMBER 31,
2003 2002
------------- -------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents........................................................... $ 31.1 $ 45.6
Marketable securities............................................................... 109.0 105.7
Receivables:
Trade, net of allowance for doubtful accounts of $3.0 and $2.9, respectively..... 13.3 11.4
Other............................................................................ 12.4 4.6
Inventories:
Lumber........................................................................... 23.9 22.2
Logs............................................................................. 10.6 12.4
Prepaid expenses and other current assets........................................... 39.8 41.8
------------- -------------
Total current assets............................................................. 240.1 243.7
Property, plant and equipment, net of accumulated depreciation of $146.7 and
$140.4, respectively................................................................ 371.1 375.2
Timber and timberlands, net of accumulated depletion of $207.1 and $204.5,
respectively........................................................................ 224.9 227.3
Deferred income taxes.................................................................. 82.4 82.4
Restricted cash, marketable securities and other investments........................... 51.5 63.6
Long-term receivables and other assets................................................. 110.8 115.1
------------- -------------
$ 1,080.8 $ 1,107.3
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.................................................................... $ 10.8 $ 12.2
Accrued interest.................................................................... 11.9 26.0
Accrued compensation and related benefits........................................... 18.1 14.0
Other accrued liabilities........................................................... 21.5 27.6
Short-term borrowings and current maturities of long-term debt, excluding $2.9 and
$2.6, respectively, of repurchased Timber Notes held in the SAR Account.......... 43.5 30.5
------------- -------------
Total current liabilities...................................................... 105.8 110.3
Long-term debt, less current maturities and excluding $50.6 and $52.8, respectively, of
repurchased Timber Notes held in the SAR Account.................................... 969.5 982.3
Accrued postretirement medical benefits................................................ 10.2 10.3
Losses in excess of investment in Kaiser............................................... 516.2 516.2
Other noncurrent liabilities........................................................... 71.8 70.7
------------- -------------
Total liabilities.............................................................. 1,673.5 1,689.8
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Commitments and contingencies (see Note 8)
Stockholders' deficit:
Preferred stock, $0.50 par value; $0.75 liquidation preference; Class A $0.05
Non-Cumulative Participating Convertible Preferred Stock; 12,500,000
shares authorized; 669,235 shares issued; 668,390 shares outstanding............. 0.3 0.3
Common stock, $0.50 par value; 28,000,000 shares authorized;
10,063,359 shares issued; 6,527,671 shares outstanding........................... 5.0 5.0
Additional capital.................................................................. 225.3 225.3
Accumulated deficit................................................................. (618.7) (608.2)
Accumulated other comprehensive loss................................................ (88.9) (89.2)
Treasury stock, at cost (shares held: preferred - 845; common - 3,535,688) ........ (115.7) (115.7)
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Total stockholders' deficit.................................................... (592.7) (582.5)
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$ 1,080.8 $ 1,107.3
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The accompanying notes are an integral part of these financial statements.
MAXXAM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN MILLIONS OF DOLLARS, EXCEPT PER SHARE INFORMATION)
THREE MONTHS ENDED
MARCH 31,
-----------------------
2003 2002
---------- -----------
(UNAUDITED)
Net sales:
Forest products........................................................................ $ 45.3 $ 47.9
Real estate............................................................................ 14.0 15.1
Racing................................................................................. 9.4 9.8
Aluminum............................................................................... - 167.5
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68.7 240.3
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Cost and expenses:
Cost of sales and operations:
Forest products..................................................................... 32.4 35.4
Real estate......................................................................... 6.6 5.5
Racing.............................................................................. 6.0 5.5
Aluminum............................................................................ - 158.7
Selling, general and administrative expenses........................................... 15.3 37.5
Depreciation, depletion and amortization............................................... 9.1 18.1
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69.4 260.7
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Operating income (loss):
Forest products........................................................................ 1.3 2.5
Real estate............................................................................ (0.7) 2.4
Racing................................................................................. 0.6 1.1
Aluminum............................................................................... - (23.6)
Corporate.............................................................................. (1.9) (2.8)
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(0.7) (20.4)
Other income (expense):
Investment, interest and other income (expense), net................................... 9.5 0.3
Interest expense....................................................................... (18.7) (32.2)
Amortization of deferred financing costs............................................... (0.6) (1.1)
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Loss before income taxes and minority interests........................................... (10.5) (53.4)
Provision for income taxes................................................................ - (1.7)
Minority interests........................................................................ - 0.9
---------- -----------
Net loss.................................................................................. $ (10.5) $ (54.2)
========== ===========
Basic and diluted loss per common and common equivalent share............................. $ (1.61) $ (8.30)
========== ===========
The accompanying notes are an integral part of these financial statements.
MAXXAM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS OF DOLLARS)
THREE MONTHS ENDED
MARCH 31,
-----------------------
2003 2002
---------- -----------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................................................... $ (10.5) $ (54.2)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation, depletion and amortization............................................ 9.1 18.1
Losses (gains) on sales of assets................................................... 0.5 (5.2)
Net gains on marketable securities.................................................. (0.5) (1.1)
Minority interests.................................................................. - (0.9)
Amortization of deferred financing costs and discounts on long-term debt............ 0.6 1.1
Equity in earnings (loss) of unconsolidated affiliates, net of dividends received... (0.4) 0.9
Increase (decrease) in cash resulting from changes in:
Receivables....................................................................... (9.5) 11.6
Inventories....................................................................... - 6.2
Prepaid expenses and other assets................................................. 2.8 51.1
Accounts payable.................................................................. (1.4) 8.5
Accrued and deferred income taxes................................................. - (3.9)
Payable to affiliates and other accrued liabilities............................... (2.2) (51.3)
Accrued interest.................................................................. (14.1) (7.2)
Long-term assets and long-term liabilities........................................ 2.9 (22.3)
Other............................................................................. 1.0 0.1
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Net cash used for operating activities............................................ (21.7) (48.5)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from dispositions of property and investments............................. 0.7 5.4
Net sales (purchases) of marketable securities and other investments................... (0.4) 1.4
Capital expenditures................................................................... (3.5) (7.8)
Decrease in cash attributable to deconsolidation of Kaiser............................. - (130.4)
Other.................................................................................. - 0.1
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Net cash used for investing activities............................................ (3.2) (131.3)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuances of long-term debt.............................................. 0.2 1.8
Redemptions, repurchases of and principal payments on long-term debt................... (14.7) (27.6)
Borrowings (repayments) under revolving and short-term credit facilities............... 14.7 (19.9)
Restricted cash withdrawals, net....................................................... 10.2 31.2
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Net cash provided by (used for) financing activities.............................. 10.4 (14.5)
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NET DECREASE IN CASH AND CASH EQUIVALENTS................................................. (14.5) (194.3)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.......................................... 45.6 272.2
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CASH AND CASH EQUIVALENTS AT END OF PERIOD................................................ $ 31.1 $ 77.9
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid, net of capitalized interest............................................. $ 32.8 $ 39.4
The accompanying notes are an integral part of these financial statements.
MAXXAM INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
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 majority and wholly owned subsidiaries (but exclusive of Kaiser and its
subsidiaries), unless otherwise indicated or the context indicates otherwise.
All references to "Kaiser," "MGHI," "Pacific Lumber," "MPC" and "SHRP, Ltd."
refer to the respective companies and their subsidiaries, unless otherwise
indicated 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 March 31, 2003, and the consolidated
results of operations and cash flows for the three months ended March 31, 2003
and 2002.
Reclassifications
The adoption of SFAS No. 145 resulted in the inclusion of $2.8 million of
gains on repurchases of debt for the period ended March 31, 2002, in investment,
interest and other income rather than as an extraordinary item in the
accompanying financial statements (see Note 2).
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
rules, 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 discontinued consolidating Kaiser's
financial results beginning February 12, 2002, and the Company began reporting
its investment in Kaiser using the cost method, under which the investment is
reflected as a single amount on the Company's balance sheet of $(516.2) million,
and the recording of earnings or losses from Kaiser was discontinued after
February 11, 2002.
Through February 11, 2002, under generally accepted principles of
consolidation, the Company had recognized losses in excess of its investment in
Kaiser of $516.2 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.
The Company expects it will consider reversal of its losses in excess of
its investment in Kaiser 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
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. 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. It is
likely that the Company's ownership interest in Kaiser will be diluted or
cancelled as a result of a plan of reorganization applicable to Kaiser. See Note
5 for further discussion of the Company's investment in Kaiser.
The following financial information is presented for comparison purposes.
The financial information for the three months ended March 31, 2002, is
condensed pro forma financial information which reflects the results of
operations of the Company excluding Kaiser (in millions, except share data).
THREE MONTHS ENDED MARCH 31,
----------------------------
2003 2002
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Net sales............................................................................. $ 68.7 $ 72.8
Costs and expenses.................................................................... (69.4) (69.6)
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Operating income (loss)............................................................... (0.7) 3.2
Other income (expenses), net.......................................................... 9.5 8.4
Interest expense and amortization of deferred financing costs......................... (19.3) (20.6)
-------------- -------------
Loss before income taxes.............................................................. (10.5) (9.0)
Income tax benefit.................................................................... - 3.1
-------------- -------------
Net loss.............................................................................. $ (10.5) $ (5.9)
============== =============
Basic and diluted loss per share...................................................... $ (1.61) $ (0.88)
============== =============
2. NEW ACCOUNTING STANDARDS
Accounting for Asset Retirement Obligations
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 adopted
SFAS No. 143 effective 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 result from the acquisition,
construction, or development and/or 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 adoption of SFAS No. 143 did not have a
material impact on the Company's consolidated financial statements.
Classification of Gains and Losses from Extinguishment of Debt
In April 2002, the FASB issued SFAS No. 145, which, among other things,
rescinds the previous guidance for debt extinguishments. 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 are not prohibited from extraordinary item
classification if they meet the criteria in APB Opinion 30. Applying the
provisions of APB Opinion No. 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. The Company
adopted SFAS No. 145 effective January 1, 2003. The adoption of SFAS No. 145
resulted in the inclusion of gains on repurchases of debt in investment,
interest and other income rather than as an extraordinary item in the financial
statements.
Accounting for Costs Associated with Exit and Disposal Activities
In July 2002, the FASB issued SFAS No. 146. This 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
applicable to exit or disposal activities initiated after December 31, 2002.
Accounting for Stock-Based Compensation
In December 2002, the FASB issued SFAS No. 148, which provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based compensation and the effect of the method used on
reported results. The Company has not changed to the fair value based method of
accounting for stock- based employee compensation. The disclosures required
under SFAS No. 148 are reflected in Note 9.
Accounting for and Disclosure of Guarantees
In November 2002, the FASB issued FIN 45, which elaborates on the
disclosures required to be made by a guarantor in its financial statements about
its obligations under certain guarantees that it has issued. It also clarifies
that a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The recognition and initial measurement provisions of FIN 45 are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The disclosure requirements of FIN 45 are effective for
periods ending after December 15, 2002. The adoption of FIN 45 did not have a
material impact on the Company's financial position or results of operations.
Consolidation of Variable Interest Entities
In January 2003, the FASB issued FIN 46, which establishes criteria to
identify and assess a company's interest in variable interest entities and for
consolidating those entities. FIN 46 is currently effective for variable
interest entities created or obtained after January 2003, and will be effective
for all variable interest entities for interim periods beginning after June 15,
2003. The adoption of FIN 46 is not expected to require the consolidation by the
Company of any additional entities.
3. SEGMENT INFORMATION AND OTHER ITEMS
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 the
"Corporate" column 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
FOREST REAL TOTAL EXCLUDING CONSOLIDATED
PRODUCTS ESTATE RACING CORPORATE ALUMINUM ALUMINUM TOTAL
--------- ------- ----------- ----------- --------------- ------------ -------------
Depreciation, depletion and
amortization for the
three months ended:
March 31, 2003......... $ 5.1 $ 3.6 $ 0.4 $ - $ 9.1 $ - $ 9.1
March 31, 2002......... 5.3 2.6 0.4 0.1 8.4 9.7(1) 18.1
Total assets as of:
March 31, 2003......... 502.5 368.5 33.9 175.9 1,080.8 -(2) 1,080.8
December 31, 2002...... 525.3 377.1 36.4 168.5 1,107.3 -(2) 1,107.3
- --------------------
(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 totals.
OTHER ITEMS
Real Estate
The real estate segment's investment, interest and other income (expense)
includes the following (in millions):
THREE MONTHS ENDED
MARCH 31,
-----------------------
2003 2002
----------- -----------
Equity in earnings from real estate joint ventures........... $ 0.4 $ 0.1
=========== ===========
Corporate
Corporate investment, interest and other income (expense) for the three
months ended March 31, 2003, includes $8.0 million of insurance recoveries
related to the OTS and FDIC actions discussed in Note 8.
4. RESTRICTED CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES AND OTHER INVESTMENTS
The following amounts are restricted (in millions):
MARCH 31, DECEMBER 31,
2003 2002
------------- --------------
CURRENT ASSETS:
Restricted cash and cash equivalents................................................ $ 2.8 $ 9.9
------------- --------------
Marketable securities, restricted:
Amounts held in SAR Account...................................................... 21.3 19.3
------------- --------------
Long-term restricted cash, marketable securities and other investments:
Amounts held in SAR Account......................................................... 87.0 101.6
Other amounts restricted under the Timber Notes Indenture........................... 2.6 2.6
Other long-term restricted cash..................................................... 10.5 10.7
Less: Amounts attributable to repurchased Timber Notes held in SAR Account.......... (48.6) (51.3)
------------- --------------
51.5 63.6
------------- --------------
Total restricted cash, cash equivalents, marketable securities and other investments... $ 75.6 $ 92.8
============= ==============
5. INVESTMENT IN KAISER
Kaiser, its principal operating subsidiary, KACC, and 24 of KACC's wholly
owned subsidiaries have filed separate voluntary petitions in the Bankruptcy
Court for reorganization under Chapter 11 of the Code. The Original Debtors
filed petitions on February 12, 2002. Additional subsidiaries of KACC filed
petitions in the first quarter of 2003. The Cases are being jointly administered
with the Debtors managing their businesses in the ordinary course as
debtors-in-possession subject to the control and administration of the
Bankruptcy Court.
The necessity for filing the Cases by the Original Debtors 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 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.
Kaiser has indicated that its objective in the Cases is to achieve the
highest possible recoveries for all creditors and stockholders consistent with
the Debtors' abilities to pay, and to continue the operation of its businesses.
However, there can be no assurance that the Debtors will be able to attain these
objectives or achieve a successful reorganization. While valuation of the
Debtors' assets and pre-Filing Date claims at this stage of the Cases is subject
to inherent uncertainties, Kaiser has indicated that the Debtors believe that it
is likely that their liabilities will be found to exceed the fair value of their
assets. The Debtors therefore believe that it is likely that pre-Filing Date
claims will be paid at less than 100% of their face value and the equity of
Kaiser's stockholders, including the Company, will be diluted or cancelled.
As provided by the Code, the Original Debtors had the exclusive right to
propose a plan of reorganization for 120 days following the initial Filing Date.
The Bankruptcy Court has subsequently approved several extensions of the
exclusivity period for all Debtors. A motion to extend the exclusivity period
through July 31, 2003, was filed by the Debtors in late April 2003, and the
Debtors expect the motion to be approved by the Bankruptcy Court. Kaiser has
related that additional extensions are likely to be sought. However, no
assurance can be given that any future extension requests will be granted by the
Bankruptcy 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 April 2002, Kaiser filed a motion seeking an order of the Bankruptcy
Court prohibiting the Company (or MGHI), without first seeking Bankruptcy 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 Bankruptcy
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. In July 2002, the
Company and MGHI agreed with Kaiser that they would not dispose of any of their
Kaiser shares prior to a hearing on the April 2002 motion. The parties also
agreed that the Company (or MGHI) may upon 10 days written notice to Kaiser (a)
request the Bankruptcy 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 May 9, 2003 the Company owns 50,000,000 shares of the common stock
of Kaiser directly and through MGHI. 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 May 9, 2003 was $2.0 million. There can be no assurance that such value would
be realized should the Kaiser shares owned by the Company be sold.
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 are no longer 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,
any 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).
MARCH 31, DECEMBER 31,
2003 2002
----------- ------------
Current assets.......................................................................... $ 533.3 $ 516.6
Investments in and advances to unconsolidated affiliates................................ 73.4 69.7
Property, plant and equipment, net...................................................... 990.8 1,009.9
Other assets............................................................................ 547.5 629.2
----------- ------------
$ 2,145.0 $ 2,225.4
=========== ============
Current liabilities..................................................................... $ 329.5 $ 333.6
Other long-term liabilities............................................................. 83.3 86.9
Long-term debt.......................................................................... 42.6 42.7
Liabilities subject to compromise....................................................... 2,719.8 2,726.0
Minority interests...................................................................... 122.2 121.8
Stockholders' deficit................................................................... (1,152.4) (1,085.6)
----------- ------------
$ 2,145.0 $ 2,225.4
=========== ============
THREE MONTHS ENDED
MARCH 31,
-------------------------
2003 2002
----------- ------------
Net sales................................................................................ $ 339.4 $ 370.6
Costs and expenses....................................................................... (398.5) (405.5)
Other income (expenses), net............................................................. (11.3) (21.0)
----------- ------------
Loss before income taxes, minority interests and discontinued operations................. (70.4) (55.9)
Provision for income taxes............................................................... (4.7) (8.0)
Minority interests....................................................................... 1.9 1.5
----------- ------------
Loss from continuing operations.......................................................... (73.2) (62.4)
Discontinued operations.................................................................. 8.1 (1.7)
----------- ------------
Net loss................................................................................. $ (65.1) $ (64.1)
=========== ============
6. SHORT-TERM BORROWINGS
The Pacific Lumber Credit Agreement provides for a two-year revolving line
of credit expiring on August 13, 2004, with an aggregate commitment of $45.0
million. At March 31, 2003, $15.1 million of letters of credit and no borrowings
were outstanding under this facility. Unused availability was limited to $15.9
million at March 31, 2003.
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 March 31, 2003, Scotia LLC could have borrowed a
maximum of $58.9 million under the Scotia LLC Line of Credit, and there was
$14.7 million outstanding under the Scotia LLC Line of Credit.
7. LONG-TERM DEBT
Long-term debt consists of the following (in millions):
MARCH 31, DECEMBER 31,
2003 2002
------------- ------------
6.55% Scotia LLC Timber Notes due July 20, 2028....................................... $ 89.2 $ 103.2
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 due June 8, 2021............................................... 119.0 119.5
7.03% Motel Notes due May 1, 2018..................................................... 49.2 49.4
6.08% Beltway Notes due November 9, 2024.............................................. 30.8 30.9
7.12% Palmas Country Club Notes due December 20, 2030................................. 30.0 30.0
Other notes and contracts, primarily secured by receivables, buildings, real estate
and equipment...................................................................... 27.1 28.7
------------- ------------
1,051.8 1,068.2
Less: current maturities.............................................................. (28.8) (30.5)
Timber Notes held in SAR Account................................................... (53.5) (55.4)
------------- ------------
$ 969.5 $ 982.3
============= ============
The amount attributable to the Timber Notes held in the SAR Account of
$48.6 million as of March 31, 2003, reflected in Note 4 above represents the
amount paid to acquire $53.5 million principal amount of Timber Notes.
In April 2003, $3.4 million of funds from the SAR Account were used to
repurchase $4.0 million principal amount of Timber Notes, as permitted under the
Indenture, resulting in a gain of $0.4 million (net of unamortized deferred
financing costs) on extinguishment of debt.
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 growth 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 allow incidental "take" of certain species
located on the Company's timberlands which species have been listed by
government entities 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 could continue for
several more years.
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 many 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, with a targeted completion of spring
2004 for these two 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. The North Coast Water
Board has renewed the waiver for timber companies through December 31, 2003.
Should the North Coast Water Board decide not to extend this or another waiver
beyond December 31, 2003, it may thereafter notify a company that the North
Coast Water 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. Accordingly, harvesting activities could be delayed and/or adversely
affected as these waste discharge requirements are developed and implemented.
Beginning with the 2002-2003 winter operating period, Pacific Lumber and
Scotia LLC have been required to submit "Reports of Waste Discharge" to the
North Coast Water Board in order to conduct winter harvesting activities in the
Freshwater Creek and Elk River watersheds. After consideration of these reports,
the North Coast Water Board imposed requirements on Pacific Lumber to implement
additional mitigation and erosion control practices in these watersheds. These
additional requirements have somewhat increased operating costs. The North Coast
Water Board issued the Elk River Order for the Elk River watershed. In addition,
the North Coast Water Board has initiated the process which could result in
similar orders for the Freshwater and Bear Creek watersheds, and is
contemplating similar actions for the Jordan and Stitz Creeks watersheds. The
Elk River Order is aimed at addressing existing sediment production sites
through clean up actions. The order, as well as additional orders in the other
watersheds (should they be issued), could result in significant costs to Pacific
Lumber beginning in 2003 and extending over a number of years. Pacific Lumber
has appealed the Elk River Order to the State Water Board, but the appeal is
being held in abeyance while the matter is discussed with the North Coast Water
Board and its staff.
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.
In March 1999, the EPIC-SYP/Permits lawsuit was filed. This action
alleges, among other things, various violations of the CESA and the California
Environmental Quality Act, and challenges, among other things, the validity and
legality of the SYP and the Permits issued by California. The plaintiffs seek,
among other things, injunctive relief to set aside California's approval of the
SYP and the Permits issued by California. In March 1999, the USWA lawsuit was
filed challenging the validity and legality of the SYP. In connection with the
EPIC-SYP/Permits lawsuit, the trial judge has issued a stay of the effectiveness
of the Permits for approval of new THPs, but released from the stay, and refused
to enjoin, operations under THPs that were previously approved consistent with
the Permits. In addition, on November 26, 2002, the Court exempted from the stay
all in-process THPs submitted through mid-October 2002. Although the stay
prevents the CDF from approving new THPs that rely upon the Permits, Pacific Lumber
is obtaining review and approval of new THPs under a procedure provided for in
the forest practice rules that does not depend upon the Permits. Because certain
THPs will not qualify for this procedure, there could be a reduction in 2003
harvest levels which could have an adverse impact on the Company. These two
cases were consolidated for trial, which concluded on March 28, 2003. The judge
has indicated that he expects to rule no earlier than July 2003. The Company
believes that appropriate procedures were followed throughout the public review
and approval process concerning the Environmental Plans and is working with the
relevant government agencies to defend these challenges. The Company does not
believe the resolution of these matters should result in a material adverse
effect on its financial condition, results of operations or liquidity. 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.
In July 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, and is seeking to enjoin these activities until
such permit has been obtained. The plaintiff also seeks civil penalties of up to
$27,500 per day for the defendant's alleged continued violation of the CWA. 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 impact on the
Company's consolidated financial condition, results of operations and/or
liquidity.
On November 20, 2002, the HWC lawsuit, naming Pacific Lumber as real party
in interest, was filed. The suit seeks to enjoin timber operations in the Elk
and Freshwater watersheds of the Company's timberlands until and unless the
regional and state water boards impose on those operations waste discharge
requirements that meet standards demanded by the plaintiff. The Company believes
that Pacific Lumber and the regional and state boards have valid defenses to
this action. However, an adverse ruling could result in a delay of timber
operations that could have a material adverse impact on the Company's
consolidated financial position, results of operations and/or liquidity.
On February 24, 2003, the recently elected District Attorney of Humboldt
County filed the Humboldt DA action. The suit was filed under the California
unfair competition law and alleges that Pacific Lumber, Scotia LLC and Salmon
Creek used certain unfair business practices in connection with completion of
the Headwaters Agreement, and that this resulted in the ability to harvest
significantly more trees under the Environmental Plans than would have otherwise
been the case. The suit seeks a variety of remedies including a civil penalty of
$2,500 for each additional tree that has been or will be harvested due to this
alleged increase in harvest, as well as restitution and an injunction in respect
of the additional timber harvesting allegedly being conducted. On March 27,
2003, the Company filed a motion for sanctions and requested dismissal of the
case. A hearing has been scheduled for May 23, 2003. The Company believes that
this suit is without merit; however, there can be no assurance that the Company
will prevail or that an adverse outcome would not be material to the Company's
consolidated financial position, results of operations and/or liquidity.
In November 2001, Pacific Lumber filed the THP No. 520 lawsuit alleging
that the State Water Board had no legal authority to impose mitigation measures
that were requested by the staff of the North Coast Water Board during the THP
review process and rejected by the CDF. When the staff of the North Coast Water
Board attempted to impose these mitigation measures in spite of the CDF's
decision, Pacific Lumber appealed to the State Water Board, which imposed
certain of the requested mitigation measures and rejected others. Pacific Lumber
filed the THP No. 520 lawsuit challenging the State Water Board's decision, and
on January 24, 2003, the Court granted Pacific Lumber's request for an order
invalidating the imposition of these additional measures. Other claims included
in this action have been dismissed by Pacific Lumber without prejudice to its
future rights. On March 25, 2003, the State Water Board appealed this decision.
While the Company believes the Court's decision will be sustained, a reversal
could result in increased demands by the regional and state water boards and
their staffs to impose controls and limitations on timber harvesting on Pacific
Lumber's timberlands beyond those provided for by the Environmental Plans.
Pacific Lumber, Scotia LLC and certain of their affiliates are the
defendants in the Cook action and the Cave action. On April 4, 2003, the
plaintiffs in these actions filed amended complaints and served the defendants
with notice of the actions. The Cook action alleges, among other things, that
defendants' logging practices have contributed to an increase in flooding along
Freshwater Creek (which runs through Pacific Lumber's timberlands), resulting in
personal injury and damages to the plaintiffs' properties. Plaintiffs further
allege that in order to have THPs approved in the affected areas, the defendants
engaged in certain unfair business practices. The plaintiffs seek, among other
things, compensatory and exemplary damages, injunctive relief, and appointment
of a receiver to ensure that the watershed is restored. The Cave action contains
similar allegations and requests similar relief with respect to the Elk River
watershed (a portion of which is contained on Pacific Lumber's timberlands). The
Company does not believe the resolution of these actions should result in a
material adverse effect on its financial condition, 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 alleging, among other things, misconduct by the Respondents and
others with respect to the failure of USAT. The OTS sought damages ranging from
$326.6 million to $821.3 million under various theories. 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.
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 FDIC action has been dismissed as a
result of the settlement of the OTS action. This dismissal 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 plaintiffs are seeking reimbursement of attorneys' fees and damages
from the FDIC. As of March 31, 2003, such fees, which have been recorded in the
Company's Consolidated Statement of Operations as incurred, were in excess of
$39.0 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 are pursuing the FDIC counterclaim vigorously.
In September 1997, the Company filed suit against a group of its insurers
after unsuccessful negotiations with certain of the insurers regarding coverage,
under the terms of certain directors and officers liability policies, of
expenses incurred in connection with the OTS and FDIC actions. The insurers
requested arbitration, and as a result the lawsuit was dismissed in April 1998.
Following binding arbitration with the primary carrier in October 2002, on
February 20, 2003, the arbitration panel determined that the insurer should pay
the Company approximately $6.5 million plus interest. The Company and the
insurer subsequently agreed to settle this matter for $8.0 million, and such
amount is reflected in investment, interest and other income (expense) for the
three months ended March 31, 2003. As the limits of the primary policy were not
reached by the arbitration panel's award, the Company does not expect to be able
to recover any amounts from the other insurers.
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. 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 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. STOCK-BASED COMPENSATION PLANS
Stock options issued to employees and outside directors are accounted for
under the intrinsic value method of accounting as defined by APB Opinion No. 25
and related interpretations. The Company has not changed to the fair value based
method of accounting for stock-based employee compensation. The following table
illustrates the effect on net income and earnings per share had the Company
accounted for its stock options under the fair value method of accounting under
SFAS 123, as amended by SFAS 148 (in millions, except per share information):
THREE MONTHS ENDED
MARCH 31,
-----------------------
2003 2002
----------- ----------
Net loss, as reported.................................................................... $ (10.5) $ (54.2)
Add: Stock-based employee compensation expenses included in reported net income, net of
related tax effects................................................................ - -
Deduct: Total stock-based employee compensation expense determined under the fair value
method for all awards, net of related tax effects.................................. (0.4) (0.3)
----------- ----------
Pro forma net income (loss).............................................................. $ (10.9) $ (54.5)
=========== ==========
Basic and diluted loss per share:
As reported........................................................................... $ (1.61) $ (8.30)
Pro forma............................................................................. (1.68) (8.35)
The fair value of stock options granted were estimated at the grant date
using a Black-Scholes option pricing model and the following weighted average
assumptions:
THREE MONTHS ENDED
MARCH 31,
-----------------------
2003 2002
----------- ----------
Dividend yield........................................................................... - -
Expected volatility...................................................................... 0.38 0.36
Risk-free interest rate.................................................................. 4.92% 5.32%
Expected life (years).................................................................... 6.63 6.59
Weighted average fair value.............................................................. $ 10.65 $ 13.65
10. INCOME TAXES
The Company generated a loss before income taxes of $10.5 million for the
quarter ended March 31, 2003; however, the Company has recorded no tax benefit
associated with the loss for the period. Each period, the Company evaluates the
appropriate factors in determining the realizability of the deferred tax assets
attributable to losses and credits generated in the current period and those
being carried forward. These factors are discussed further in Note 12 to the
Company's consolidated financial statements included in the Form 10-K. Based on
this evaluation, the Company provided valuation allowances with respect to the
deferred tax assets attributable to losses and credits generated during the
three months ended March 31, 2003. This valuation allowance was in addition to
the valuation allowances which were provided in prior years.
11. PER SHARE INFORMATION
Basic earnings per share is calculated by dividing net income (loss) 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 period 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 MARCH 31,
-----------------------------
2003 2002
------------- --------------
Weighted average shares outstanding:
Common Stock..................................................................... 6,527,671 6,527,671
Effect of dilution:
Class A Preferred Stock (1)................................................... - -
------------- --------------
Weighted average number of common and common equivalent shares - Basic............. 6,527,671 6,527,671
Effect of dilution:
Stock options (1)............................................................. - -
------------- --------------
Weighted average number of common and common equivalent shares - Diluted........... 6,527,671 6,527,671
============= ==============
- ------------------
(1) The Class A Preferred Stock and options were not included in the
computation of basic or diluted earnings per share because the Company
had a loss for the three months ended March 31, 2003 and 2002,
respectively.
12. COMPREHENSIVE LOSS
The following table sets forth comprehensive loss (in millions).
THREE MONTHS ENDED MARCH 31,
---------------------------------
2003 2002
---------------- ---------------
Net loss:........................................................................ $ (10.5) $ (54.2)
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale investments................ 0.3 (1.1)
Applicable income taxes.................................................... - 0.5
---------------- ---------------
Total comprehensive loss......................................................... $ (10.2) $ (54.8)
================ ===============
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 Condensed Notes to Consolidated Financial Statements
included herein.
This Quarterly Report on Form 10-Q contains statements which constitute
"forward-looking statements" within the meaning of the PSLRA. 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 which could cause differences between such forward-looking
statements and actual results. No assurance can be given that these are all of
the factors that could cause actual results to vary materially from the
forward-looking statements.
RESULTS OF OPERATIONS
The Company operates in three industries: forest products, through MGI and
its wholly owned subsidiaries, principally Pacific Lumber, Scotia LLC 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" include MAXXAM Inc.
and its majority and wholly owned subsidiaries (but exclusive of Kaiser and its
subsidiaries), unless otherwise indicated or the context indicates otherwise.
All references to "Kaiser," "MGHI," "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
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
rules, 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 a result of Kaiser's filing for
bankruptcy (as discussed in Note 1), Kaiser's financial results were
deconsolidated beginning February 12, 2002, and the Company began reporting its
investment in Kaiser using the cost method, under which the investment is
reflected as a single amount on the Company's balance sheet of $(516.2) million,
and the recording of earnings or losses from Kaiser was discontinued after
February 11, 2002. 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 information is presented for comparison purposes.
The financial information for the three months ended March 31, 2002, is
condensed pro forma financial information which reflects the results of
operations of the Company excluding Kaiser (in millions, except share data).
THREE MONTHS ENDED MARCH 31,
----------------------------
2003 2002
-------------- -------------
Net sales............................................................................. $ 68.7 $ 72.8
Costs and expenses.................................................................... (69.4) (69.6)
-------------- -------------
Operating income (loss)............................................................... (0.7) 3.2
Other income (expenses), net.......................................................... 9.5 8.4
Interest expense and amortization of deferred financing costs......................... (19.3) (20.6)
-------------- -------------
Loss before income taxes.............................................................. (10.5) (9.0)
Income tax benefit.................................................................... - 3.1
-------------- -------------
Net loss.............................................................................. $ (10.5) $ (5.9)
============== =============
Basic and diluted loss per share...................................................... $ (1.61) $ (0.88)
============== =============
See Notes 1 and 5 for further discussion of Kaiser's reorganization
proceedings and other information regarding the Company's investment in Kaiser.
FOREST PRODUCTS OPERATIONS
Industry Overview and Selected Operational Data
This section contains statements which constitute "forward-looking
statements" within the meaning of the PSLRA. See this section and above for
cautionary information with respect to such forward-looking statements.
The Company's forest products operations are conducted by MGI, through
Pacific Lumber, Scotia LLC 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 Factors" of the Form 10-K and Note 8
for a discussion of these matters. Although Pacific Lumber experienced
improvements in the rate of approvals of THPs in 2001 and 2002, regulatory
compliance and related litigation may at times cause delays in obtaining
approvals of THPs and delays in harvesting on THPs once they are approved. This
could result in a decline in harvest, an increase in the cost of logging
operations, and lower net sales, as well as increased costs related to timber
harvest litigation. As discussed in Note 8, the North Coast Water Board is
requiring Pacific Lumber to apply certain waste discharge requirements to approved
THPs covering winter harvesting operations in the Freshwater, Elk River and Bear
Creek watersheds, and the North Coast Water Board could require Pacific Lumber
to follow waste discharge requirements before harvesting operations are
conducted on THPs in other watersheds. This requirement could cause delays in
harvesting. A stay issued in connection with the EPIC-SYP/Permits lawsuit
requires Pacific Lumber to follow an alternative THP approval process for THPs
submitted to the CDF after mid-October of 2002, which could result in a
reduction in 2003 harvest levels.
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 lumber or log prices, will not have a material adverse effect on the
Company's financial position, results of operations or liquidity. See Note 8 for
further information regarding regulatory and legal proceedings affecting the
Company's forest products 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. 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 following table presents selected operational and financial
information for the three months ended March 31, 2003 and 2002, for the
Company's forest products operations.
THREE MONTHS ENDED
MARCH 31,
------------------------------
2003 2002
-------------- --------------
(IN MILLIONS OF DOLLARS,
EXCEPT SHIPMENTS AND PRICES)
Shipments:
Lumber: (1)
Redwood upper grades........................................................ 5.9 6.6
Redwood common grades....................................................... 50.0 52.7
Douglas-fir upper grades.................................................... 0.9 1.3
Douglas-fir common grades................................................... 9.6 2.4
Other....................................................................... - 0.1
-------------- --------------
Total lumber................................................................... 66.4 63.1
============== ==============
Wood chips (2)................................................................. 21.1 15.3
============== ==============
Average sales price:
Lumber: (3)
Redwood upper grades........................................................ $ 1,266 $ 1,365
Redwood common grades....................................................... 569 531
Douglas-fir upper grades.................................................... 1,507 1,265
Douglas-fir common grades................................................... 331 341
Wood chips (4)................................................................. 45 34
Net sales:
Lumber, net of discount........................................................ $ 40.2 $ 39.1
Logs........................................................................... 0.9 5.4
Wood chips..................................................................... 1.0 0.5
Cogeneration power............................................................. 2.6 2.3
Other.......................................................................... 0.6 0.6
-------------- --------------
Total net sales............................................................. $ 45.3 $ 47.9
============== ==============
Operating income.................................................................. $ 1.3 $ 2.5
============== ==============
Loss before income taxes and minority interests................................... $ (13.2) $ (9.3)
============== ==============
- ---------------------------
(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.
Net Sales
Net sales for the forest products segment decreased for the three months
ended March 31, 2003, from the comparable prior year period. Net sales from
lumber increased $1.1 million primarily as a result of higher prices for redwood
common grade lumber. This improvement in net sales was more than offset,
however, by a decrease of $4.5 million in revenues from logs sold to third parties.
Operating Income
Operating income for the segment declined for the first quarter of 2003 as
compared to the first quarter of 2002. A decrease in the cost of sales and
operations for the forest products segment for the first quarter of 2003 versus
the first quarter of 2002 more than offset the decline in net sales discussed
above. However, the benefit of lower cost of sales was partially offset by an
increase in selling, general and administrative expenses attributable primarily
to increased costs related to various legal matters.
Loss Before Income Taxes and Minority Interests
The forest products segment's loss before income taxes and minority
interests increased for the first quarter of 2003 as compared to the prior year
first quarter. Results for the first quarter of 2002 included a gain on the sale
of machinery and equipment. In addition, earnings on cash, cash equivalents and
short-term investments were also higher in 2002. The decrease is also
attributable to the factors which led to the decline in 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,
California, Puerto Rico, and Texas. The following table presents selected
operational and financial information for the three months ended March 31, 2003
and 2002, for the Company's real estate operations.
THREE MONTHS ENDED
MARCH 31,
-----------------------
2003 2002
---------- -----------
(IN MILLIONS OF DOLLARS)
Net sales:
Real estate:
Fountain Hills...................................................................... $ 1.4 $ 3.0
Mirada.............................................................................. 1.2 -
Palmas del Mar...................................................................... 4.0 5.5
Other............................................................................... - 0.3
---------- -----------
Total............................................................................. 6.6 8.8
---------- -----------
Resort, commercial and other:
Fountain Hills...................................................................... 0.7 0.9
Mirada.............................................................................. - -
Palmas del Mar...................................................................... 2.6 3.3
Commercial lease properties......................................................... 4.0 2.1
Other............................................................................... 0.1 -
---------- -----------
Total............................................................................. 7.4 6.3
---------- -----------
Total net sales........................................................................ $ 14.0 $ 15.1
========== ===========
Operating income (loss):
Fountain Hills......................................................................... $ (0.5) $ 0.1
Mirada................................................................................. - (0.5)
Palmas del Mar......................................................................... (1.5) 2.0
Commercial lease properties............................................................ 1.5 0.8
Other.................................................................................. (0.2) -
---------- -----------
Total operating income (loss)....................................................... $ (0.7) $ 2.4
========== ===========
Investment, interest and other income (expense), net:
Equity in earnings from real estate joint ventures..................................... $ 0.4 $ 0.1
Other.................................................................................. 0.6 1.2
---------- -----------
$ 1.0 $ 1.3
========== ===========
Income (loss) before income taxes and minority interests.................................. $ (4.4) $ 0.5
========== ===========
Net Sales
Net sales for the real estate segment decreased for the three months ended
March 31, 2003, from the comparable prior year period primarily due to lower
real estate sales at the Company's Palmas del Mar and Fountain Hills
developments. Palmas del Mar and Fountain Hills also experienced lower net sales
from resort and commercial operations for the first quarter of 2003 versus the
same period of 2002. Partially offsetting this decline in net sales of real
estate and resort and commercial operations was an increase in real estate sales
at the Company's Mirada development, as well as an increase in revenues realized
from the segment's commercial lease properties (primarily attributable to the
acquisition of the Cooper Cameron building and Motel Six properties in the
fourth quarter of 2002).
Operating Income (Loss) and Income (Loss) Before Income Taxes and Minority Interests
The real estate segment experienced an operating loss for the first
quarter of 2003 as compared to operating income for the comparable prior year
period as a result of the decrease in net sales discussed above. In addition,
gross margins on the real estate acreage sold at Palmas del Mar were lower.
Improved results for the segment's commercial lease properties partially offset
the overall decline in operating results.
The real estate segment experienced a loss before income taxes and
minority interests for the first quarter of 2003 as compared to income before
income taxes and minority interests for the same period of 2002. In addition to
the decreases in net sales and operating results discussed above, the loss
before income taxes and minority interests reflected higher interest expense
associated with the borrowings used to finance the acquisition of the Motel Six
properties and the Cooper Cameron building in the fourth quarter of 2002.
RACING OPERATIONS
Industry Overview and Selected Operational Data
The Company indirectly owns SHRP, Ltd., a Texas limited partnership, which
owns and operates 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 and Valley Race Park have derived a
significant amount of their 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 and Valley Race Park have historically conducted live thoroughbred and
greyhound racing, respectively.
The following table presents selected operational and financial
information for the three months ended March 31, 2003 and 2002, for the
Company's racing operations.
THREE MONTHS ENDED
MARCH 31,
-----------------------
2003 2002
---------- ------------
(IN MILLIONS OF DOLLARS)
Number of live race days:
Sam Houston Race Park.................................................................. 48 52
Valley Race Park....................................................................... 76 78
Handle:
Sam Houston Race Park:
On-track handle..................................................................... $ 36.7 $ 39.0
Off-track handle.................................................................... 102.3 105.0
---------- ------------
Total............................................................................. $ 139.0 $ 144.0
========== ============
Valley Race Park:
On-track handle..................................................................... $ 6.9 $ 7.3
Off-track handle.................................................................... 2.9 2.7
---------- ------------
Total............................................................................. $ 9.8 $ 10.0
========== ============
Net sales:
Sam Houston Race Park:
Net parimutuel commissions.......................................................... $ 5.6 $ 5.8
Other revenues...................................................................... 2.2 2.3
---------- ------------
Total............................................................................. 7.8 8.1
---------- ------------
Valley Race Park:
Net parimutuel commissions.......................................................... 1.1 1.1
Other revenues...................................................................... 0.5 0.6
---------- ------------
Total............................................................................. 1.6 1.7
---------- ------------
Total net sales........................................................................ $ 9.4 $ 9.8
========== ============
Operating income (loss):
Sam Houston Race Park.................................................................. $ 0.7 $ 1.1
Valley Race Park....................................................................... (0.1) -
---------- ------------
Total operating income (loss)....................................................... $ 0.6 $ 1.1
========== ============
Income before income taxes and minority interests......................................... $ 0.5 $ 1.2
========== ============
Net Sales
Net sales for the racing segment decreased for the three months ended
March 31, 2003, from the comparable prior year period primarily due to fewer
live race days at both Sam Houston Race Park and Valley Race Park. Net
pari-mutuel commissions decreased at both race parks period-over-period, as did
average daily attendance.
Operating Income and Income Before Income Taxes and Minority Interests
The racing segment's operating income and income before taxes and minority
interests both decreased for the first
quarter of 2003 versus the year ago period primarily due to the decrease in net
sales discussed above.
OTHER ITEMS NOT DIRECTLY RELATED TO INDUSTRY SEGMENTS
THREE MONTHS ENDED
MARCH 31,
-----------------------
2003 2002
---------- -----------
(IN MILLIONS OF DOLLARS)
Operating loss............................................................................ $ (1.9) $ (2.8)
Income (loss) before income taxes and minority interests.................................. 6.6 (1.4)(1)
- -----------------------------------------
(1) Includes $2.8 million of gain on repurchases of debt as required by SFAS.
No. 145 (see Note 2). These gains were previously reported as
extraordinary items.
The operating losses represent corporate general and administrative
expenses that are not allocated to the Company's industry segments. Results for
the first quarter of 2002 reflect certain general and administrative expenses
incurred as a result of Kaiser's Chapter 11 filing, whereas these expenses were
significantly less in the first quarter of 2003. This led to a decrease in the
operating loss from the first quarter of 2002. 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.
Included in the results for 2003 is income related to a $8.0 million
reimbursement from an insurer for certain costs incurred in connection with the
OTS and FDIC actions (see Note 8).
FINANCIAL CONDITION AND INVESTING AND FINANCING ACTIVITIES
This section contains statements which constitute "forward-looking
statements" within the meaning of the PSLRA. See this section and 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 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. Scotia
LLC is highly leveraged and has significant debt service requirements. "MAXXAM
PARENT" is used in this section to refer to the Company on a stand-alone basis
without its subsidiaries.
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 March 31, 2003 and
December 31, 2002 exclude amounts attributable to Kaiser. For comparison
purposes, such amounts have also been excluded from the selected information
related to changes in cash and cash equivalents for the three months ended March
31, 2002.
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:
March 31, 2003.......................... $ 33.3 $ 0.2 $ - $ 10.0 $ - $ - $ - $ 43.5
December 31, 2002....................... 16.7 0.3 - 13.5 - - - 30.5
Long-term debt, excluding current
maturities:
March 31, 2003.......................... $723.8 $ 0.3 $ - $ 245.2 $ 0.2 $ - $ - $ 969.5
December 31, 2002....................... 737.7 0.4 - 244.0 0.2 - - 982.3
Revolving credit facilities:
Facility commitment amounts............. $ 58.9 $ 45.0 $ 2.5 $ 14.0 $ - $ - $ - $ 120.4
March 31, 2003:
Borrowings........................... 14.7 - - - - - - 14.7
Letters of credit.................... - 15.1 - 2.5 - - - 17.6
Unused and available credit.......... 44.1 15.9 1.9 1.5 - - - 63.4
Cash, cash equivalents, marketable
securities and other investments
March 31, 2003:
Current amounts restricted for debt
service.............................. $ 21.3 $ - $ - $ 0.3 $ - $ - $ - $ 21.6
Other current amounts................... 3.4 15.9 15.4 5.7 2.1 - 76.0 118.5
------- ------- ------- -------- ------ ------ --------- ---------
24.7 15.9 15.4 6.0 2.1 - 76.0 140.1
------- ------- ------- -------- ------ ------ --------- ---------
Long-term amounts restricted for debt
service.............................. 41.0 - - 1.4 - - - 42.4
Other long-term restricted amounts...... - 0.4 2.3 6.4 - - - 9.1
------- ------- ------- -------- ------ ------ --------- ---------
41.0 0.4 2.3 7.8 - - - 51.5
------- ------- ------- -------- ------ ------ --------- ---------
$ 65.7 $ 16.3 $ 17.7 $ 13.8 $ 2.1 $ - $ 76.0 $ 191.6
======= ======= ======= ======== ====== ====== ========= =========
December 31, 2002:
Current amounts restricted for debt
service.............................. $ 24.5 $ - $ - $ 0.3 $ - $ - $ - $ 24.8
Other current amounts................... 4.9 21.3 13.6 6.4 5.2 0.3 74.8 126.5
------- ------- ------- -------- ------ ------ --------- ---------
29.4 21.3 13.6 6.7 5.2 0.3 74.8 151.3
------- ------- ------- -------- ------ ------ --------- ---------
Long-term amounts restricted for debt
service.............................. 52.9 - - 1.4 - - - 54.3
Other long-term restricted amounts...... - 0.4 2.3 6.6 - - - 9.3
------- ------- ------- -------- ------ ------ --------- ---------
52.9 0.4 2.3 8.0 - - - 63.6
------- ------- ------- -------- ------ ------ --------- ---------
$ 82.3 $ 21.7 $ 15.9 $ 14.7 $ 5.2 $ 0.3 $ 74.8 $ 214.9
======= ======= ======= ======== ====== ====== ========= =========
- ----------------------------
Table continued on next page
FOREST PRODUCTS
--------------------------
MGI
SCOTIA PACIFIC AND REAL MAXXAM
LLC LUMBER OTHER ESTATE RACING MGHI PARENT TOTAL
------- ------- ------ ------- ------ ------- ---------- --------
(IN MILLIONS OF DOLLARS)
Changes in cash and cash equivalents
Capital expenditures:
March 31, 2003.......................... $ 1.6 $ 1.0 $ 0.4 $ 0.3 $ 0.2 $ - $ - $ 3.5
March 31, 2002.......................... 1.3 1.1 0.1 0.3 0.1 - - 2.9
Net proceeds from dispositions of property
and investments:
March 31, 2003.......................... $ 0.7 $ - $ - $ - $ - $ - $ - $ 0.7
March 31, 2002.......................... - 0.9 - - - - - 0.9
Borrowings (repayments) of debt and credit
facilities, net of financing costs:
March 31, 2003.......................... $ 2.6 $ (0.1) $ - $ (2.3) $ - $ - $ - $ 0.2
March 31, 2002.......................... (11.6) (17.7) (0.7) (1.6) - (14.1) - (45.7)
Dividends and advances received (paid):
March 31, 2003.......................... $ - $ - $ - $ (2.0) $ - $ - $ 2.0 $ -
March 31, 2002.......................... (29.4) 29.4 - (0.8) - - 0.8 -
MAXXAM PARENT AND MGHI
The Company may from time to time purchase shares of its Common Stock on
national exchanges or in privately negotiated transactions. Subsequent to March
31, 2003, and through May 9, 2003, the Company purchased an aggregate of 7,100
shares of its Common Stock on national exchanges.
MAXXAM Parent and MGHI own the 50,000,000 Kaiser Shares, representing an
approximate 62% interest. As a result of the Cases, the value of Kaiser common
stock has declined substantially, and the market value of the Kaiser Shares
based on the price per share quoted at the close of business on May 9, 2003, was
$2.0 million. There can be no assurance that such value would be realized should
the Kaiser shares owned by the Company be sold, and it is likely that the
Company's ownership interest in Kaiser will be diluted or cancelled as a result
of a plan of reorganization. See also Notes 1 and 5.
MAXXAM Parent believes that its existing resources will be sufficient to
fund its working capital requirements for the next year. With respect to
long-term liquidity, MAXXAM Parent believes that its existing cash and cash
resources, together with distributions from the real estate and racing segments,
should be sufficient to meet its working capital requirements. However, there
can be no assurance that this will be the case.
FOREST PRODUCTS OPERATIONS
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 March 31, 2003, Scotia
LLC could have borrowed a maximum of $58.9 million under the Scotia LLC Line of
Credit, and there was $14.7 million outstanding under the Scotia LLC Line of
Credit.
On the note payment date in January 2003, Scotia LLC had $5.6 million set
aside in the note payment account to pay the $27.9 million of interest due.
Scotia LLC used $22.3 million (in addition to $1.6 million which was borrowed in
respect of Timber Notes held by Scotia LLC) of the funds available under the
Scotia LLC Line of Credit to pay the remaining amount of interest due. Scotia
LLC repaid $12.1 million of principal on the Timber Notes (an amount equal to
Scheduled Amortization) using funds held in the SAR Account.
In April 2003, $3.4 million of funds from the SAR Account were used to
repurchase $4.0 million principal amount of Timber Notes, as permitted under the
Timber Notes Indenture, resulting in a gain of $0.4 million (net of unamortized
deferred financing costs) on extinguishment of debt.
With respect to the note payment date in July 2003, Scotia LLC expects to
use $27.4 million (in addition to $2.0 million which would be borrowed in respect of
Timber Notes held by Scotia LLC) of the funds available under the Scotia LLC
Line of Credit to pay the entire amount of interest due. Scotia LLC expects to
repay $4.4 million of principal on the Timber Notes (an amount equal to
Scheduled Amortization) using funds held in the SAR Account.
The Pacific Lumber Credit Agreement provides for a two-year revolving line
of credit expiring on August 13, 2004, with an aggregate commitment of $45.0
million. At March 31, 2003, $15.1 million of letters of credit and no borrowings
were outstanding under the Pacific Lumber Credit Agreement. Unused availability
was limited to $15.9 million at March 31, 2003.
Pacific Lumber's cash flows from operations may be adversely affected by
diminished availability of logs from Scotia LLC, lower lumber prices, adverse
weather conditions, or pending legal, regulatory and environmental matters. See
"--Results of Operations--Forest Products Operations" above as well as Note 8
for further discussion of the regulatory and environmental factors affecting
harvest levels. Pacific Lumber may require funds available under the Pacific
Lumber Credit Agreement and/or additional prepayments by MGI of an intercompany
loan in order to meet its working capital and capital expenditure requirements
for the next year.
Due to its highly leveraged condition, Scotia LLC is more sensitive than
less leveraged companies to factors affecting its operations, including low log
prices, governmental regulation and litigation affecting its timber harvesting
practices (see "--Results of Operations--Forest Products Operations--Industry
Overview and Selected Operational Data" above and Note 8), and general economic
conditions. Scotia LLC's cash flows from operations are significantly impacted
by harvest volumes and log prices. The Master Purchase Agreement between Scotia
LLC and Pacific Lumber contemplates that all sales of logs by Scotia LLC to
Pacific Lumber will be at fair market value (based on stumpage prices) for each
species and category of timber. The Master Purchase Agreement provides that if
the purchase price equals or exceeds the SBE Price and a structuring price set
forth in a schedule to the Timber Notes Indenture, the purchase price is deemed
to be at fair market value. If the purchase price equals or exceeds the SBE
Price, but is less than the structuring price, then Scotia LLC is required to
engage an independent forestry consultant to confirm that the purchase price
reflects fair market value.
In January 2003, Scotia LLC engaged a consultant with respect to
establishing the purchase prices of logs to be sold to Pacific Lumber in the
first half of 2003. The consultant determined that with respect to certain
categories of logs, the fair market value was higher than the comparable SBE
Price. The prices for redwood logs are expected to be on average approximately
20% higher for the first half of 2003 than those for the second half of 2002.
There was relatively no price change for Douglas-fir logs.
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. With respect to
long-term liquidity, although the Company expects that cash flows from
operations and funds available under the SAR Account and the Scotia LLC Line of
Credit should be adequate to meet Scotia LLC's debt service, working capital and
capital expenditure requirements, unless log prices continue to improve there
can be no assurance that this will be the case. 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.
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, 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 March 2003, the Company's casino facility at its Palmas del Mar
operation in Puerto Rico ceased operations due to the closure of a hotel which
was owned and operated by a third party from whom the casino leased space
adjacent to the hotel. It is currently unclear when or whether the casino or
hotel will reopen, and if reopened, who will be the operator(s). Net cash flows
from the casino's operations for 2002 were approximately $0.8 million.
Furthermore, PDMPI benefitted from the revenues generated as a result of guests
of the hotel using PDMPI's golf course and other resort related assets, and the
hotel's closure could adversely affect the performance of PDMPI in other ways
which are not able to be quantified.
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 from MAXXAM Parent during 2002 and prior years to fund their
operations, and it is expected that PDMPI will 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'S OPERATIONS
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 Bankruptcy
Court. At this time, it is not possible to predict the effect of the Cases on
the businesses of the Debtors. With respect to the Company's interest in Kaiser,
the Debtors believe that it is likely that the equity of Kaiser's stockholders
will be diluted or cancelled. See Note 5 for further information.
TRENDS
The Texas legislature, which convenes every other year and is currently in
session until June 2, 2003, is considering a variety of alternatives to address
a projected budget shortfall, including enhancing state revenues through
additional forms of gaming. A bill has been introduced in the Texas Legislature
allowing for the installation of video lottery terminals at existing horse and
dog racing tracks, including Sam Houston Race Park and Valley Race Park. Racing
industry participants have proposed a substitute bill that would furnish greater
economic incentives to all affected parties, including the Company and the State
of Texas. In addition, a number of other bills have been introduced in the Texas
Legislature allowing other forms of gaming in Texas such as gaming on Indian
reservations, keno, and full casinos.
It is impossible to determine whether or not the Texas legislature will
enact any of this legislation, or what the terms might be of any such
legislation. Furthermore, it is impossible to determine the effect of any such
legislation on the Company. Certain types of legislation would be favorable to
the Company and other types would be adverse to the Company's interests.
Certain forms of expanded gaming would also require an amendment to the
Texas Constitution, which must be approved by two-thirds of each legislative
house and a majority of the state's voters. The Texas Attorney General has been
requested to opine on whether legislation allowing video lottery terminals would
necessitate such an amendment. It is unclear when the Texas Attorney General
will issue the requested opinion or what the opinion will say. However, were he
to rule that a constitutional amendment is required, the passage of such
legislation would become less likely.
CRITICAL ACCOUNTING POLICIES
See Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Critical Accounting Policies" of the Form 10-K for a
discussion of the Company's critical accounting policies.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 2 for a discussion of new accounting pronouncements and their
potential impact on the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changes in interest rates primarily under the
Scotia LLC Line of Credit and the Pacific Lumber Credit Agreement, as well as
certain other debt facilities used to finance real estate development
activities. These facilities bear interest at either the prime interest rate or
LIBOR plus a specified percentage point spread. The Scotia LLC Line of Credit
was established in conjunction with the offering of the Timber Notes. The
Company's objective in maintaining its other variable rate borrowings is
flexibility in borrowing funds and making repayments without penalties. As of
March 31, 2003, there were $32.6 million in borrowings outstanding under all
variable rate facilities. Based on the amount of borrowings outstanding under
these facilities during the three months ended March 31, 2003, a 1.0% change in
interest rates effective from the beginning of the year would have resulted in
an increase or decrease in interest expense for the period of $0.1 million.
All of the Company's other debt is fixed-rate, and therefore, does not
expose the Company to the risk of higher interest payments due to changes in
market interest rates. The Company does not utilize interest rate swaps or
similar hedging arrangements.
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 reports
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission, 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 is incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS:
* 99.1 Section 906 Certification of Chief Executive Officer
* 99.2 Section 906 Certification of Chief Financial Officer
* Included with this filing
B. REPORTS ON FORM 8-K:
On February 25, 2003, the Company filed a current report on Form 8-K
(under Item 5), related to the Humboldt DA action.
On April 1, 2003, the Company filed a current report on Form 8-K (under
Item 9), related to a press release regarding its 2002 results.
On April 16, 2003, the Company filed a current report on Form 8-K (under
Item 5), related to arbitration proceedings, pending legislation and the closing
of the Palmas hotel and casino.
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: May 15, 2003 By: /S/ PAUL N. SCHWARTZ
--------------------------------------------------
Paul N. Schwartz
President, Chief Financial Officer and Director
(Principal Financial Officer)
Date: May 15, 2003 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: May 15, 2003 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: May 15, 2003 By: /S/ PAUL N. SCHWARTZ
---------------------------------------------------
Paul N. Schwartz
President, Chief Financial Officer and Director
(Principal Financial Officer)
APPENDIX A
GLOSSARY OF DEFINED TERMS
APB Opinion No. 25: Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees"
APB Opinion No. 30: Accounting Principles Board Opinion 30, "Reporting the
Results of Operations - Reporting Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions"
Bankruptcy Court: The United States Bankruptcy Court for the District of Delaware
Bear Creek lawsuit: An action entitled Environmental Protection Information
Association v. Pacific Lumber, Scotia Pacific Company LLC (No. C01-2821),
pending in the U.S. District Court for the Northern District of California
Beltway Notes: Beltway Assets LLC's 6.31% notes due in November, 2024
Britt: Britt Lumber Co., Inc., a wholly owned subsidiary of MGI
Cases: The Chapter 11 proceedings of the Debtors
Cave action: An action entitled Steve Cave, et al. v. Gary Clark, et al. (No.
DR0220719) pending in the Superior Court of Humboldt County, California
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. and its majority and wholly owned subsidiaries, unless
otherwise indicated or the context indicates otherwise
Cook action: An action entitled Alan Cook, et al. v. Gary Clark, et al. (No.
DR020718) pending in the Superior Court of Humboldt County
Cooper Cameron building: Office building located in Houston, Texas, acquired by
Beltway Assets LLC in November 2002
Court: The United States Bankruptcy Court for the District of Delaware
CWA: Federal Clean Water Act
Debtors: Kaiser, KACC and the subsidiaries of KACC which have filed petitions
for reorganization
Elk River Order: Clean up and abatement order issued to Pacific Lumber by the
North Coast Water Board for the Elk River watershed
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. pending in
Humboldt County Superior Court (No. CV990452)
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 Company, a principal stockholder of the Company
now known as Giddeon Holdings, Inc.
Filing Date: With respect to any particular Debtor, the date on which such
Debtor filed its Case
FIN 45: Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others"
FIN 46: Interpretation No. 46, "Consolidation of Variable Interest Entities"
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, 2002
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 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 Untied States and
California on March 1, 1999
Humboldt DA action: A civil suit filed in the Superior Court of Humboldt County
by the District Attorney of Humboldt County entitled The People of the State of
California v. Pacific Lumber, Scotia Pacific Holding Company and Salmon Creek
Corporation (No. DR030070)
HWC lawsuit: An action entitled Humboldt County Watershed Council, et al. v.
North Coast Regional Water Quality Control Board, et al. (No. CPF02-502062),
naming Pacific Lumber as real party in interest, pending in the Superior Court
of San Francisco County, California
KACC: Kaiser Aluminum & Chemical Corporation, Kaiser's principal operating subsidiary
Kahn lawsuit: An action entitled Alan Russell Kahn v. Federated Development Co.,
MAXXAM Inc., et. al. (Civil Action 18623NC) pending in the Delaware Court of
Chancery
Kaiser: Kaiser Aluminum Corporation, a subsidiary of the Company engaged in
aluminum operations
Kaiser Shares: 50,000,000 shares of the common stock of Kaiser owned by the
Company and MGHI
Lakepointe Notes: Lakepointe Assets Holdings LLC and its subsidiaries' 7.56%
notes due June 8, 2021
LIBOR: London Inter Bank Offering Rate
Master Purchase Agreement: The agreement entered into between Pacific Lumber and
Scotia LLC that governs all purchases of logs by Pacific Lumber from Scotia LLC
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
MGI: MAXXAM Group Inc., a wholly owned subsidiary of MGHI
Motel Notes: Motel Assets Holdings LLC and its subsidiaries' 7.03% notes due May
1, 2018
Motel Six properties: Portfolio of sixteen motel properties located in ten
different states acquired by Motel Assets Holdings LLC in December 2002
MPC: MAXXAM Property Company, a wholly-owned subsidiary of the Company
North Coast Water Board: North Coast Regional Water Quality Control Board
Original Debtors: Kaiser, KACC and the 15 subsidiaries of KACC that filed
petitions for reorganization on February 12, 2002
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
Palmas Country Club Notes: Palmas Country Club Inc.'s 7.12% notes due December
20, 2030
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
PSLRA: Private Securities Litigation Reform Act of 1995
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 titled the Scheduled Amortization
Reserve Account and used 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 Scotia LLC may borrow in order to pay up to one year's
interest on the Timber Notes
SFAS No. 123: Statement of Financial Accounting Standards No. 123, "Accounting
and Disclosure of Stock-Based Compensation"
SFAS No. 143: Statement of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations"
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 Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities"
SFAS No. 148: Statement of Financial Accounting Standards No. 148, "Accounting
for Stock-Based Compensation"
SFAS No. 149: Statement of Financial Accounting Standards No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging 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"
State Water Board: California State Water Resources Control Board
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
THP No. 520 lawsuit: An action entitled The Pacific Lumber Company, et al. v.
California State Water Resources Control Board (No. DR010860) pending in the
Superior Court of Humboldt County
Timber Notes: Scotia LLC's 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
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) pending in the Superior Court of Sacramento County, California