======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
Commission file number 1-3605
KAISER ALUMINUM & CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0928288
(State of incorporation) (I.R.S. Employer Identification No.)
6177 Sunol Boulevard, Pleasanton, CA 94566-7769
(Address of principal executive offices) (Zip Code)
(510) 462-1122
(Registrant's telephone number, including area code)
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
----- -----
At October 31, 1995, the registrant had 46,171,365 shares of
common stock outstanding.
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KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ----------------------------
CONSOLIDATED BALANCE SHEETS
(In millions of dollars)
September 30, December 31,
1995 1994
--------------------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 11.1 $ 12.0
Receivables 279.2 200.5
Inventories 530.6 468.0
Prepaid expenses and other current assets 73.9 158.0
----------------------------
Total current assets 894.8 838.5
Investments in and advances to unconsolidated affiliates 187.2 169.7
Property, plant, and equipment - net 1,099.3 1,133.2
Deferred income taxes 282.6 271.0
Other assets 324.7 281.2
----------------------------
Total $ 2,788.6 $ 2,693.6
============================
Liabilities & Stockholders' Equity
Current liabilities:
Accounts payable $ 147.0 $ 152.1
Accrued interest 14.4 32.6
Accrued salaries, wages, and related expenses 62.2 77.7
Accrued postretirement medical benefit obligation - current portion 47.0 47.0
Other accrued liabilities 140.4 171.7
Payable to affiliates 90.0 85.2
Long-term debt - current portion 12.1 11.5
Notes payable to parent 10.7 21.2
----------------------------
Total current liabilities 523.8 599.0
Long-term liabilities 573.4 495.5
Accrued postretirement medical benefit obligation 739.1 734.9
Long-term debt 798.5 751.1
Notes payable to parent 10.7 23.5
Minority interests 87.7 85.4
Redeemable preference stock 28.6 29.0
Stockholders' equity (deficit):
Preference stock 1.7 1.8
Common stock 15.4 15.4
Additional capital 1,707.1 1,626.3
Accumulated deficit (231.8) (271.5)
Additional minimum pension liability (9.1) (9.1)
Less: Note receivable from parent (1,456.5) (1,387.7)
----------------------------
Total stockholders' equity (deficit) 26.8 (24.8)
----------------------------
Total $ 2,788.6 $ 2,693.6
============================
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
- 1 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
(Unaudited)
(In millions of dollars)
Quarter Ended Nine Months Ended
September 30, September 30,
-----------------------------------------
1995 1994 1995 1994
-----------------------------------------
Net sales $ 550.3 $ 461.1 $1,646.7 $1,335.7
Costs and expenses:
Cost of products sold 439.3 416.0 1,329.8 1,222.8
Depreciation 23.7 22.8 71.1 72.8
Selling, administrative, research and development, and general 33.9 29.1 96.0 86.6
-----------------------------------------
Total costs and expenses 496.9 467.9 1,496.9 1,382.2
-----------------------------------------
Operating income (loss) 53.4 (6.8) 149.8 (46.5)
Other income (expense):
Interest and other income (expense) - net (7.8) (.8) (9.8) 2.7
Interest expense (23.9) (22.3) (71.3) (65.9)
-----------------------------------------
Income (loss) before income taxes, minority interests, and
extraordinary loss 21.7 (29.9) 68.7 (109.7)
(Provision) credit for income taxes (7.8) 10.5 (24.6) 38.6
Minority interests (.1) (.1) (1.0) 1.4
-----------------------------------------
Income (loss) before extraordinary loss 13.8 (19.5) 43.1 (69.7)
Extraordinary loss on early extinguishment of debt, net of tax
benefit of $2.9 (5.4)
-----------------------------------------
Net income (loss) $ 13.8 $ (19.5) $ 43.1 $ (75.1)
=========================================
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
- 2 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(In millions of dollars)
Nine Months Ended
September 30,
-------------------
1995 1994
-------------------
Cash flows from operating activities:
Net income (loss) $ 43.1 $ (75.1)
Adjustments to reconcile net income (loss) to net cash provided by (used for)
operating activities:
Depreciation 71.1 72.8
Non-cash postretirement medical benefit expenses 4.2 10.4
Amortization of excess investment over equity in net assets of unconsolidated
affiliates 8.7 8.7
Amortization of deferred financing costs and discount on long-term debt 4.1 4.8
Equity in (income) losses of unconsolidated affiliates (17.2) 3.2
Minority interests 1.0 (1.4)
Extraordinary loss on early extinguishment of debt - net 5.4
(Increase) decrease in receivables (86.7) 13.2
(Increase) decrease in inventories (62.6) 13.7
Decrease (increase) in prepaid expenses and other current assets 68.5 (13.2)
Incurrence of financing costs (.8) (19.1)
Decrease in accounts payable (5.2) (.3)
Decrease in accrued interest (18.0) (9.8)
Increase in payable to affiliates and accrued liabilities 8.1 6.1
Decrease in accrued and deferred income taxes (8.5) (46.3)
Other 10.2 (3.4)
-------------------
Net cash provided by (used for) operating activities 20.0 (30.3)
-------------------
Cash flows from investing activities:
Net proceeds from disposition of property and investments 6.9 4.2
Capital expenditures (53.2) (37.5)
Redemption fund for preference stock (.2) (1.2)
-------------------
Net cash used for investing activities (46.5) (34.5)
-------------------
Cash flows from financing activities:
Repayments of long-term debt, including revolving credit (431.4) (326.2)
Borrowings of long-term debt, including revolving credit 481.9 353.5
Repayment of note payable (3.4)
Net short-term debt repayments (.5)
Net (payments to) borrowings from parent (13.4) 18.5
Dividends paid (.5) (.5)
Redemption of preference stock (8.8) (8.5)
Capital contribution 1.2 67.2
-------------------
Net cash provided by financing activities 25.6 103.5
-------------------
Net (decrease) increase in cash and cash equivalents during the period (.9) 38.7
Cash and cash equivalents at beginning of period 12.0 14.2
-------------------
Cash and cash equivalents at end of period $ 11.1 $ 52.9
===================
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest $ 85.2 $ 70.9
Income taxes paid 23.6 9.7
Tax allocation payments from MAXXAM Inc. (3.4)
Tax allocation payments to Kaiser Aluminum Corporation 3.0
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.
- 3 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(In millions of dollars)
1. General
- -----------
Kaiser Aluminum & Chemical Corporation (the "Company") is the
principal operating subsidiary of Kaiser Aluminum Corporation
("Kaiser"). Kaiser is a subsidiary of MAXXAM Inc. ("MAXXAM"). MAXXAM
owns approximately 62% of Kaiser's common stock, assuming the
conversion of each outstanding share of 8.255% PRIDES, Convertible
Preferred Stock (the "PRIDES"), into one share of Kaiser's common
stock, with the remaining approximately 38% publicly held.
On September 19, 1995, Kaiser redeemed all 1,938,295 of its
Mandatory Conversion Premium Dividend Preferred Stock (the "Series A
Shares"), which resulted in the simultaneous redemption of all $.65
Depositary Shares in exchange for (i) 13,126,521 shares of Kaiser's
common stock and (ii) $2.8 in cash comprised of (a) an amount equal to
all accrued and unpaid dividends up to and including the day
immediately prior to redemption date and (b) cash in lieu of any
fractional shares of common stock that would otherwise be issuable.
The foregoing unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X as promulgated by the
Securities and Exchange Commission. Accordingly, these financial
statements do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
necessary for a fair statement of the results for the interim periods
presented have been included. Operating results for the first nine
months of 1995 are not necessarily indicative of the results that may
be expected for the year ending December 31, 1995. These unaudited
interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements for the
year ended December 31, 1994. Certain reclassifications of prior-
period information were made to conform to the current presentation.
2. Inventories
- ---------------
The classification of inventories is as follows:
September 30, December 31,
1995 1994
----------------------------
Finished fabricated aluminum products $ 70.1 $ 49.4
Primary aluminum and work in process 207.3 203.1
Bauxite and alumina 134.1 102.3
Operating supplies and repair and maintenance parts 119.1 113.2
----------------------------
Total $ 530.6 $ 468.0
============================
Substantially all product inventories are stated at last-in,
first-out (LIFO) cost, not in excess of market. Replacement cost is
not in excess of LIFO cost.
3. Contingencies
- -----------------
Environmental Contingencies - The Company is subject to a wide
variety of environmental laws and regulations and to fines or
penalties assessed for alleged breaches of the environmental laws and
to claims and litigation based on such laws. The Company currently is
subject to a number of lawsuits under the Comprehensive Environmental
- 4 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
Response, Compensation and Liability Act of 1980, as amended by the
Superfund Amendments Reauthorization Act of 1986 ("CERCLA"), and,
along with certain other entities, has been named as a potentially
responsible party for remedial costs at certain third-party sites
listed on the National Priorities List under CERCLA.
Based on the Company's evaluation of these and other
environmental matters, the Company has established environmental
accruals primarily related to potential solid waste disposal and soil
and groundwater remediation matters. At September 30, 1995, the
balance of such accruals, which is primarily included in Long-term
liabilities, was $39.7. These environmental accruals represent the
Company's estimate of costs reasonably expected to be incurred based
on presently enacted laws and regulations, currently available facts,
existing technology, and the Company's assessment of the likely
remediation action to be taken. The Company expects that these
remediation actions will be taken over the next several years and
estimates that annual expenditures to be charged to these
environmental accruals will be approximately $3.0 to $12.0 for the
years 1995 through 1999 and an aggregate of approximately $11.0
thereafter.
As additional facts are developed and definitive remediation
plans and necessary regulatory approvals for implementation of
remediation are established or alternative technologies are developed,
changes in these and other factors may result in actual costs
exceeding the current environmental accruals. The Company believes
that it is reasonably possible that costs associated with these
environmental matters may exceed current accruals by amounts that
could range, in the aggregate, up to approximately $22.0. While
uncertainties are inherent in the final outcome of these environmental
matters, and it is presently impossible to determine the actual costs
that ultimately may be incurred, management currently believes that
the resolution of such uncertainties should not have a material
adverse effect on the Company's consolidated financial position or
results of operations.
Asbestos Contingencies - The Company is a defendant in a number
of lawsuits in which the plaintiffs allege that certain of their
injuries were caused by, among other things, exposure to asbestos
during, and as a result of, their employment or association with the
Company or exposure to products containing asbestos produced or sold
by the Company. The lawsuits generally relate to products the Company
has not manufactured for at least 15 years. At October 31, 1995, the
number of such lawsuits pending was approximately 58,200, as compared
to 31,700 at June 30, 1995. The Company has been advised by its
regional counsel that, although there can be no assurance, the recent
increase in pending lawsuits may be attributable in part to tort
reform legislation in Texas which was passed by the legislature in
March 1995 and which became effective on September 1, 1995. The
legislation, among other things, is designed to restrict, beginning
September 1, 1995, the filing of cases in Texas that do not have a
sufficient nexus to that jurisdiction, and to impose, generally as of
September 1, 1996, limitations relating to joint and several liability
in tort cases. A substantial portion of the asbestos-related lawsuits
that were filed and served on the Company between June 30, 1995, and
October 31, 1995, were filed in Texas prior to September 1, 1995.
Based on past experience and reasonably anticipated future
activity, the Company has established an accrual for estimated
asbestos-related costs for claims filed and estimated to be filed and
settled through 2008. The Company's accrual was calculated based on
the current and anticipated number of asbestos-related claims, the
prior timing and amounts of asbestos-related payments, the current
state of case law related to asbestos claims, and the advice of
counsel. Accordingly, an asbestos-related cost accrual of $155.3
($134.6 at June 30, 1995), before considerations for insurance
recoveries, is included primarily in Long-term liabilities at
September 30, 1995. The Company estimates that annual future cash
payments in connection with such litigation will be approximately
$11.0 to $19.0 for each of the years 1995 through 1999, and an
aggregate of approximately $90.8 thereafter through 2008. The Company
does not presently believe there is a reasonable basis for estimating
such costs beyond 2008 and, accordingly, no accrual has been recorded
for such costs which may be incurred beyond 2008.
The Company believes that it has insurance coverage available to
recover a substantial portion of its asbestos-related costs. While
claims for recovery from some of the Company's insurance carriers are
currently subject to
- 5 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
pending litigation and other carriers have raised certain defenses,
the Company believes, based on prior insurance-related recoveries in
respect of asbestos-related claims, existing insurance policies, and
the advice of counsel, that substantial recoveries from the insurance
carriers are probable. Accordingly, an estimated aggregate insurance
recovery of $134.7 ($120.6 at June 30, 1995), determined on the same
basis as the asbestos-related cost accrual, is recorded primarily in
Other assets at September 30, 1995.
While uncertainties are inherent in the final outcome of these
asbestos matters and it is presently impossible to determine the
actual costs that ultimately may be incurred and the insurance
recoveries that will be received, management currently believes that,
based on the factors discussed in the preceding paragraphs, the
resolution of the asbestos-related uncertainties and the incurrence of
asbestos-related costs net of related insurance recoveries should not
have a material adverse effect on the Company's consolidated financial
position or results of operations.
Other Contingencies - The Company is involved in various other
claims, lawsuits, and other proceedings relating to a wide variety of
matters. While uncertainties are inherent in the final outcome of
such matters, and it is presently impossible to determine the actual
costs that ultimately may be incurred, management currently believes
that the resolution of such uncertainties and the incurrence of such
costs should not have a material adverse effect on the Company's
consolidated financial position or results of operations.
4. Derivative Financial Instruments and Related Hedging Programs
- -----------------------------------------------------------------
The Company enters into primary metal hedging transactions with
off-balance sheet risk in the normal course of business. The prices
realized by the Company under certain sales contracts for alumina,
primary aluminum, and fabricated aluminum products as well as the
costs incurred by the Company on certain items, such as aluminum
scrap, rolling ingot, power, and bauxite, fluctuate with the market
price of primary aluminum, together resulting in a "net exposure" of
earnings. The primary metal hedging transactions are designed to
mitigate the net exposure of earnings to declines in the market price
of primary aluminum, while retaining the ability to participate in
favorable environments that may materialize. The Company has
developed strategies which include forward sales of primary aluminum
at fixed prices and the purchase or sale of options for primary
aluminum. In this regard, in respect of its remaining 1995
anticipated net exposure, at September 30, 1995, the Company had net
forward sales contracts for 53,875 tons* of primary aluminum at fixed
prices, had purchased call options in respect of 17,250 tons of primary
aluminum, had purchased put options to establish a minimum price for
48,375 tons of primary aluminum, and had entered into option contracts
that established a price range for 22,500 tons of primary aluminum.
In respect of its 1996 anticipated net exposure, at September 30,
1995, the Company had sold forward 11,100 tons of primary aluminum at
fixed prices.
The Company also enters into hedging transactions in the normal
course of business that are designed to reduce its exposure to
fluctuations in foreign exchange rates. At September 30, 1995, the
Company had net forward foreign exchange contracts totaling
approximately $125.9 for the purchase of 174.0 Australian dollars
through April 1997.
At September 30, 1995, the net unrealized gain on the Company's
position in aluminum forward sales and option contracts (based on a
market price of $1,773 per ton of primary aluminum) and forward
foreign exchange contracts was $9.1.
The Company has established margin accounts with its
counterparties related to aluminum forward sales and option contracts.
The Company is entitled to receive advances from counterparties
related to unrealized gains and, in turn, is required to make margin
deposits with counterparties to cover unrealized losses related to
these contracts.
- -------------------------------
* All references to tons in this report refer to metric tons of
2,204.6 pounds.
- 6 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
At September 30, 1995, the Company had $2.5 compared with $50.5
at December 31, 1994, on deposit with a counterparty in respect of
such contracts. These amounts are recorded in Prepaid expenses and
other current assets.
See Note 11 of the Notes to Consolidated Financial Statements for
the year ended December 31, 1994.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- --------------------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
(In millions of dollars, except shipments and prices)
The following should be read in conjunction with the response to
Item 1, Part I, of this Report.
Results of Operations
- ---------------------
The Company's operating results are sensitive to changes in
prices of alumina, primary aluminum, and fabricated aluminum products,
and also depend to a significant degree on the volume and mix of all
products sold and on the Company's hedging strategies. See Note 4 of
Notes to Interim Consolidated Financial Statements for an explanation
of the Company's hedging strategies. The table on the following page
provides selected operational and financial information on a
consolidated basis with respect to the Company for the quarter and
nine months ended September 30, 1995 and 1994. As an integrated
aluminum producer, the Company uses a portion of its bauxite, alumina,
and primary aluminum production for additional processing at certain
of its other facilities. Intracompany shipments and sales are
excluded from the information set forth on the following page.
- 7 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
SELECTED OPERATIONAL AND FINANCIAL INFORMATION
Quarter Ended Nine Months Ended
September 30, September 30,
-------------------------------------------
1995 1994 1995 1994
-------------------------------------------
Shipments:(1)
Alumina 471.5 534.9 1,494.6 1,577.3
Aluminum products:
Primary aluminum 73.0 48.4 184.5 175.8
Fabricated aluminum products 90.4 105.4 284.3 307.1
-------------------------------------------
Total aluminum products 163.4 153.8 468.8 482.9
===========================================
Average realized sales price:
Alumina (per ton) $ 206 $ 171 $ 203 $ 162
Primary aluminum (per pound) .83 .60 .82 .56
Net sales:
Bauxite and alumina:
Alumina $ 97.2 $ 91.5 $ 303.8 $ 255.3
Other(2)(3) 22.3 19.8 65.3 60.6
-------------------------------------------
Total bauxite and alumina 119.5 111.3 369.1 315.9
-------------------------------------------
Aluminum processing:
Primary aluminum 133.4 64.1 335.0 218.2
Fabricated aluminum products 293.0 281.9 929.0 790.8
Other(3) 4.4 3.8 13.6 10.8
-------------------------------------------
Total aluminum processing 430.8 349.8 1,277.6 1,019.8
-------------------------------------------
Total net sales $550.3 $461.1 $1,646.7 $1,335.7
===========================================
Operating income (loss):
Bauxite and alumina $ 14.8 $ 7.8 $ 36.4 $ 5.3
Aluminum processing 58.9 3.3 170.9 1.4
Corporate (20.3) (17.9) (57.5) (53.2)
-------------------------------------------
Total operating income (loss) $ 53.4 $ (6.8) $ 149.8 $ (46.5)
===========================================
Income (loss) before extraordinary loss $ 13.8 $(19.5) $ 43.1 $ (69.7)
Extraordinary loss on early extinguishment of debt, net of
tax benefit of $2.9 (5.4)
-------------------------------------------
Net income (loss) $ 13.8 $(19.5) $ 43.1 $ (75.1)
===========================================
Capital expenditures $ 26.1 $ 15.8 $ 53.2 $ 37.5
===========================================
[FN]
- -------------------------------------
(1) In thousands of tons.
(2) Includes net sales of bauxite.
(3) Includes the portion of net sales attributable to minority
interests in consolidated subsidiaries.
- 8 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
Net Sales
Bauxite and Alumina - Revenue from net sales to third parties for
the bauxite and alumina segment was 7% higher in the third quarter of
1995 than in the third quarter of 1994, and was 17% higher in the
first nine months of 1995 than in the first nine months of 1994.
Revenue from alumina increased 6% in the third quarter of 1995 from
the third quarter of 1994, and increased 19% in the first nine months
of 1995 from the first nine months of 1994, due to higher average
realized prices partially offset by lower shipments.
Aluminum Processing - Revenue from net sales to third parties for
the aluminum processing segment was 23% higher in the third quarter of
1995 than in the third quarter of 1994, and was 25% higher in the
first nine months of 1995 than in the first nine months of 1994.
Revenue from primary aluminum increased 108% in the third quarter of
1995 from the third quarter of 1994, and increased 54% in the first
nine months of 1995 from the first nine months of 1994, due primarily
to higher average realized prices and higher shipments. The increase
in revenue for the first nine months of 1995 was partially offset by
decreased shipments caused by the strike by the United Steelworkers of
America ("USWA") discussed below. Shipments of primary aluminum to
third parties were approximately 45% and 39% of total aluminum
products shipments in the third quarter and first nine months of 1995,
respectively, compared with approximately 31% and 36% in the third
quarter and first nine months of 1994, respectively. Revenue from
fabricated aluminum products increased 4% in the third quarter of 1995
from the third quarter of 1994, and increased 17% in the first nine
months of 1995 from the first nine months of 1994, due to higher
average realized prices partially offset by lower shipments for most
of these products.
Operating Income (Loss)
Improved operating results in the third quarter of 1995 were
partially offset by expenditures related to the Company's joint
venture in China (see Liquidity and Capital Resources, Financing
Activities), accelerated expenditures on the Company's micromill
technology, maintenance expenses as a result of an electrical
lightning strike at the Company's Trentwood, Washington, facility, and
a work slowdown at the Company's 49%-owned Kaiser Jamaica Bauxite
Company prior to signing a new labor contract. The combined impact of
these expenditures on the results for the third quarter of 1995 was
approximately $6.0 (on a pre-tax basis).
Improved operating results in the first nine months of 1995 were
partially offset by (i) an eight-day strike at five major domestic locations
by the USWA, (ii) a six-day strike by the National Workers Union at the
Company's 65%-owned Alpart alumina refinery in Jamaica, and (iii) a four-day
disruption of alumina production at Alpart caused by a boiler failure.
The combined impact of these events on results for the first nine
months of 1995 was approximately $17.0 in the aggregate (on a pre-tax
basis) principally from lower production volume and other related
costs.
Bauxite and Alumina - This segment's operating income was $14.8
in the third quarter of 1995, compared with $7.8 in the third quarter
of 1994, and $36.4 in the first nine months of 1995, compared with
$5.3 in the first nine months of 1994, principally due to higher
revenue. Improved results for the first nine months of 1995 were
partially offset by the effect of the strikes and boiler failure.
Aluminum Processing - This segment's operating income was $58.9
in the third quarter of 1995, compared with $3.3 in the third quarter
of 1994, and was $170.9 in the first nine months of 1995, compared
with $1.4 in the first nine months of 1994, principally due to higher
revenue. Improved results for the first nine months of 1995 were
partially offset by the effect of the strike by the USWA.
Corporate - Corporate operating expenses represented corporate
general and administrative expenses which are not allocated to the
Company's segments.
- 9 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
Net Income (Loss)
The Company had net income of $13.8 and $43.1 for the third
quarter and the first nine months of 1995, respectively, compared with
a net loss of $19.5 and $75.1 for the third quarter and first nine
months of 1994, respectively. The principal reason for these changes
was the improvement in operating income previously described,
partially offset by other charges in the third quarter of 1995,
principally related to the establishment of additional litigation
reserves.
Liquidity and Capital Resources
- -------------------------------
Operating Activities
At September 30, 1995, the Company had working capital of $371.0,
compared with working capital of $239.5 at December 31, 1994. The
increase in working capital was due primarily to an increase in
Receivables and Inventories and a decrease in Accrued interest and
Other accrued liabilities, partially offset by a decrease in Prepaid
expenses and other current assets (principally due to lower margin
deposits related to hedging activities).
Investing Activities
Cash used for investing activities in the third quarter and the
first nine months of 1995 consisted primarily of capital expenditures
to improve production efficiency, reduce operating costs, expand
capacity at existing facilities, and invest in a joint venture in
China.
Financing Activities
At September 30, 1995, the Company had long-term debt of $798.5,
compared with $751.1 at December 31, 1994. In March 1995, the 1994
Credit Agreement (see Note 5 of the Notes to Consolidated Financial
Statements for the year ended December 31, 1994) was amended by the
Second Amendment to Credit Agreement (the "Second Amendment"). The
Second Amendment provided, among other things, for an increase in the
revolving line of credit from $275.0 to $325.0 (of which $125.0 could
be used for letters of credit). At September 30, 1995, $210.0 (of
which $72.4 could have been used for letters of credit) was available
to the Company under the 1994 Credit Agreement. As of July 20, 1995,
the 1994 Credit Agreement was amended by the Third Amendment to Credit
Agreement in connection with the investment by Kaiser Yellow River
Investment Limited, a subsidiary of the Company, in Yellow River
Aluminum Industry Company Limited, an aluminum smelter joint venture
in the People's Republic of China.
Loans under the 1994 Credit Agreement bear interest at a rate per
annum, at the Company's election, equal to a Reference Rate (as
defined) plus 1-1/2% or LIBO Rate (Reserve Adjusted) (as defined) plus
3-1/4%. After June 30, 1995, the interest rate margins applicable to
borrowings under the 1994 Credit Agreement may be reduced by up to 1-
1/2% (non-cumulatively), based on a financial test, determined
quarterly. As of September 30, 1995, the financial test permitted a
reduction of 1% per annum in margins effective October 1, 1995.
Trends
- ------
Hedging Programs
In respect of its remaining 1995 anticipated net exposure, at
October 31, 1995, the Company had net forward sales contracts for
25,950 tons of primary aluminum at fixed prices, had purchased call
options in respect of 11,500 tons
- 10 -
KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
of primary aluminum, had purchased put options to establish a minimum
price for 32,250 tons of primary aluminum, and had entered into option
contracts that established a price range for 15,000 tons of primary
aluminum. In respect of its 1996 anticipated net exposure, at October
31, 1995, the Company had sold forward 6,100 tons of primary aluminum
at fixed prices (see Note 4 of Notes to Interim Consolidated Financial
Statements).
Pacific Northwest
On November 6, 1995, the Company announced that it had signed new
agreements with each of the Bonneville Power Administration
("BPA") and The Washington Water Power Company ("WWP"), each ending
September 30, 2001, with respect to its electric power requirements in
the Pacific Northwest. The agreement with BPA is for the purchase
of electric power, and the agreement with WWP is for power
management services. These new arrangements contemplate a reduction
in the amount of power which the Company will purchase from BPA in the
future and the replacement of such power with power purchased from
other suppliers under a variety of terms. Contemporaneously with
entering into these agreements, the Company entered into a one-year
power supply contract with BPA, ending September 30, 1996, in
connection with the restart of idled capacity at its Mead smelter in
Spokane, Washington. The restart began in late October 1995 and the
Company expects to return the Mead smelter to full production by early
1996.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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Catellus Development Corporation v. Kaiser Aluminum & Chemical
Corporation and James L. Ferry & Sons, Inc.
As previously and more fully stated in "Item 3. LEGAL PROCEEDINGS
- - Catellus Development Corporation v. Kaiser Aluminum & Chemical
Corporation and James L. Ferry & Sons, Inc." in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (the
"10-K"), and as supplemented in the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995, on June 2, 1995, the United
States District Court for the Northern District of California (the
"District Court") issued an Order stating its preliminary findings on
the remaining claims in that action. On October 12, 1995, the
District Court issued final Findings of Fact and Conclusions of Law on
those claims concluding that the Company is liable for various costs
and interest through August 30, 1995, aggregating approximately $2.2
million, fifty percent (50%) of future costs of cleaning up certain
parts of the Property (as defined in the 10-K), and certain fees and
costs associated specifically with the claim by Catellus against the
Company. Entry of judgment is pending.
United States of America v. Kaiser Aluminum & Chemical Corporation
As previously and more fully stated in "Item 3. LEGAL PROCEEDINGS
- - United States of America v. Kaiser Aluminum & Chemical Corporation"
in the 10-K, the Company and the Environmental Protection Agency (the
"EPA") have been involved in negotiations to resolve claims arising
from alleged emissions from certain stacks at the Company's Trentwood
facility in Spokane, Washington. The Company and the EPA, without
adjudication of any issue of fact or law, and without any admission of
the violations alleged in the underlying complaint, have entered into
a Consent Decree, which on October 31, 1995, was lodged in United
States District Court for the Eastern District of Washington for
approval. If approved, the Consent Decree will settle the underlying
disputes and require the Company to (i) pay a $.5 million civil
penalty, (ii) complete a program of plant improvements and operational
changes that began in 1990 at its Trentwood facility, including the
installation of an emission control system to capture particulate
emissions from certain furnaces, and (iii) achieve and maintain
furnace compliance with
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KAISER ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
the opacity standard in the SIP (as defined in the 10-K) by no later
than February 28, 1997. The Company anticipates that capital
expenditures for the environmental upgrade of the furnace operation at
its Trentwood facility, including the improvements and changes
required by the Consent Decree, will be approximately $20.0 million.
Asbestos-related Litigation
As previously and more fully stated in "Item 3. LEGAL PROCEEDINGS
- - Asbestos-related Litigation" in the 10-K, the Company is a defendant
in a number of lawsuits in which the plaintiffs allege that certain of
their injuries were caused by exposure to asbestos during, and as a
result of, their employment or association with the Company or
exposure to products containing asbestos produced or sold by the
Company. The portion of Note 3 of the Notes to Interim Consolidated
Financial Statements contained in this report under the heading
"Asbestos Contingencies" is incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits.
Exhibit No. Exhibit
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4.1 Fourth Amendment to Credit Agreement, dated as of October
17, 1995, amending the Credit Agreement, dated as of
February 17, 1994, as amended, among the Company, Kaiser,
the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
No report on Form 8-K was filed by the Company during the quarter
ended September 30, 1995.
SIGNATURE
---------
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 has signed
this report on behalf of the registrant and as the principal financial
officer of the registrant.
KAISER ALUMINUM & CHEMICAL CORPORATION
/s/ John T. La Duc
By:-----------------------------
John T. La Duc
Vice President and
Chief Financial Officer
Dated: November 13, 1995
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