===========================================================================
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 MARCH 31, 1998
Commission file number 1-9447
KAISER ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-3030279
(State of incorporation) (I.R.S. Employer Identification
No.)
5847 SAN FELIPE, SUITE 2600, HOUSTON, TEXAS 77057-3010
(Address of principal executive offices) (Zip Code)
(713) 267-3777
(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 April 29, 1998, the registrant had 79,142,365 shares of Common
Stock outstanding.
===========================================================================
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
CONSOLIDATED BALANCE SHEETS
(In millions of dollars)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------------------------
<S> <C> <C>
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 21.1 $ 15.8
Receivables 319.2 340.2
Inventories 528.1 568.3
Prepaid expenses and other current assets 140.3 121.3
------------------------------
Total current assets 1,008.7 1,045.6
Investments in and advances to unconsolidated
affiliates 149.5 148.6
Property, plant, and equipment - net 1,162.5 1,171.8
Deferred income taxes 326.9 330.6
Other assets 316.2 317.3
------------------------------
Total $ 2,963.8 $ 3,013.9
==============================
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 150.4 $ 176.2
Accrued interest 24.8 37.6
Accrued salaries, wages, and related expenses 84.4 97.9
Accrued postretirement medical benefit obligation
- current portion 45.3 45.3
Other accrued liabilities 146.2 145.6
Payable to affiliates 83.9 82.7
Long-term debt - current portion 8.0 8.8
------------------------------
Total current liabilities 543.0 594.1
Long-term liabilities 486.5 491.9
Accrued postretirement medical benefit obligation 715.1 720.3
Long-term debt 962.6 962.9
Minority interests 126.1 127.7
Commitments and contingencies
Stockholders' equity:
Common stock .8 .8
Additional capital 535.3 533.8
Accumulated deficit (405.6) (417.6)
------------------------------
Total stockholders' equity 130.5 117.0
------------------------------
Total $ 2,963.8 $ 3,013.9
==============================
</TABLE>
The accompanying notes to interim consolidated financial statements are an
integral part of these statements.
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(In millions of dollars, except share amounts)
<TABLE>
<CAPTION>
Quarter Ended
March 31,
------------------------------
1998 1997
------------------------------
<S> <C> <C>
Net sales $ 597.0 $ 547.4
------------------------------
Costs and expenses:
Cost of products sold 499.6 460.7
Depreciation 22.9 23.1
Selling, administrative, research and development,
and general 29.7 32.3
------------------------------
Total costs and expenses 552.2 516.1
------------------------------
Operating income 44.8 31.3
Other income (expense):
Interest expense (28.0) (27.7)
Other - net .8 2.8
------------------------------
Income before income taxes and minority interests 17.6 6.4
Provision for income taxes (6.2) (2.4)
Minority interests .6 (1.4)
------------------------------
Net income 12.0 2.6
Dividends on preferred stock - (2.1)
------------------------------
Net income available to common shareholders $ 12.0 $ .5
==============================
Earnings per share:
Basic $ .15 $ .01
Diluted $ .15 $ .01
Weighted average shares outstanding (000):
Basic 79,008 71,656
Diluted 79,086 71,818
</TABLE>
The accompanying notes to interim consolidated financial statements are an
integral part of these statements.
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(In millions of dollars)
<TABLE>
<CAPTION>
Quarter Ended
March 31,
------------------------------
1998 1997
------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 12.0 $ 2.6
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 22.9 23.1
Amortization of excess investment over equity
in unconsolidated affiliates 2.5 2.9
Amortization of deferred financing costs and
net discount on long-term debt 1.3 1.5
Undistributed equity in (income) loss of
unconsolidated affiliates, net of
distributions (3.7) 8.6
Minority interests (.6) 1.4
Decrease (increase) in receivables 21.6 (38.6)
Decrease (increase) in inventories 40.2 (13.7)
Decrease (increase) in prepaid expenses and .4 (27.2)
other assets
Decrease in accounts payable (25.8) (37.8)
Decrease in accrued interest (12.7) (12.3)
(Decrease) increase in payable to affiliates
and accrued liabilities (34.9) 4.3
Decrease in accrued and deferred income taxes (1.1) (.2)
Other 1.5 .2
------------------------------
Net cash (used) provided by operating
activities 23.6 (85.2)
------------------------------
Cash flows from investing activities:
Net proceeds from disposition of property and - 2.6
investments
Capital expenditures (13.7) (21.8)
Other (3.2) (2.8)
------------------------------
Net cash used by investing activities (16.9) (22.0)
------------------------------
Cash flows from financing activities:
Borrowings under revolving credit facility, net - 42.0
Borrowings of long-term debt - 19.0
Repayments of long-term debt (.9) (3.9)
Decrease (increase) in restricted cash, net .6 (12.6)
Incurrence of financing costs - (.4)
Dividends paid - (2.1)
Redemption of minority interests' preference stock
(1.1) (1.6)
------------------------------
Net cash provided (used) by financing
activities (1.4) 40.4
------------------------------
Net increase (decrease) in cash and cash equivalents 5.3 (66.8)
during the period
Cash and cash equivalents at beginning of period 15.8 81.3
------------------------------
Cash and cash equivalents at end of period $ 21.1 $ 14.5
==============================
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest $ 39.4 $ 38.5
Income taxes paid 6.4 2.1
</TABLE>
The accompanying notes to interim consolidated financial statements are an
integral part of these statements.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(In millions of dollars, except prices and per share amounts)
1. GENERAL
Kaiser Aluminum Corporation (the "Company") is a subsidiary of MAXXAM
Inc. ("MAXXAM"). MAXXAM and one of its wholly owned subsidiaries together
own approximately 63% of the Company's Common Stock with the remaining
approximately 37% publicly held. The Company operates through its
subsidiary, Kaiser Aluminum & Chemical Corporation ("KACC").
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 disclosures required by generally accepted accounting
principles for complete financial statements. These unaudited interim
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31,
1997. In the opinion of management, the unaudited interim consolidated
financial statements furnished herein include all adjustments, all of which
are of a normal recurring nature, necessary for a fair statement of the
results for the interim periods presented.
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income ("SFAS No. 130") was issued in June 1997 with adoption
required for fiscal years beginning after December 31, 1997. SFAS No. 130
requires the presentation of an additional income measure (termed
"comprehensive income"), which adjusts traditional net income for certain
items that previously were only reflected as direct charges to equity (such
as minimum pension liabilities). The dollar amount of the Company's
adjustments required by SFAS No. 130 is not significant so there is not a
significant difference between "traditional" net income and comprehensive
income for the quarters ended March 31, 1998 and 1997.
The preparation of financial statements in accordance with generally
accepted accounting principles requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities known to exist as of the
date the financial statements are published, and the reported amounts of
revenues and expenses during the reporting period. Uncertainties with
respect to such estimates and assumptions are inherent in the preparation
of the Company's consolidated financial statements; accordingly, it is
possible that the actual results could differ from these estimates and
assumptions, which could have a material effect on the reported amounts of
the Company's consolidated financial position and results of operations.
Operating results for the quarter ended March 31, 1998, are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1998.
2. INVENTORIES
The classification of inventories is as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------------------------
<S> <C> <C>
Finished fabricated aluminum products $ 101.2 $ 103.9
Primary aluminum and work in process 181.9 226.6
Bauxite and alumina 120.8 108.4
Operating supplies and repair and maintenance
parts 124.2 129.4
------------------------------
Total $ 528.1 $ 568.3
==============================
</TABLE>
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. EARNINGS PER SHARE
Basic - Basic earnings per share is computed by deducting preferred stock
dividends from net income in order to determine net income available to
common shareholders. This amount is then divided by the weighted average
number of shares of Common Stock outstanding during the period including
the weighted average impact of the shares of Common Stock issued during
the year from the date(s) of issuance.
Diluted - Diluted earnings per share for the quarters ended March 31, 1998,
and 1997, include the dilutive effect of outstanding stock options (78,000
and 162,000 shares, respectively). The Company's 8.255% PRIDES,
Convertible Preferred Stock ("PRIDES") have not been treated "as if"
converted for purposes of the Diluted computation in the quarter ended
March 31, 1997, as such treatment would have been antidilutive.
In the fourth quarter of 1997 the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No.
128") which, among other things, requires the presentation of "Basic" and
"Diluted" earnings per share in lieu of "Primary" and "Fully Diluted"
earnings per share data presented in prior periods. In accordance with the
provisions of SFAS No. 128, earnings per share data for the first quarter of
1997 have been restated to conform to the new computation and presentation
guidelines of SFAS No. 128. Such restatement did not, however, have any
impact on earnings per share amounts previously reported.
4. CONTINGENCIES
ENVIRONMENTAL CONTINGENCIES
The Company and KACC are subject to a number of environmental laws, to
fines or penalties assessed for alleged breaches of such environmental
laws, and to claims and litigation based upon such laws. KACC currently is
subject to a number of lawsuits under the Comprehensive Environmental
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 March 31, 1998, the balance of such accruals,
which are primarily included in Long-term liabilities, was $29.8. 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 actions 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 $2.0 to $9.0 for the years
1998 through 2002 and an aggregate of approximately $7.0 thereafter.
The Company believes that it has insurance coverage available to
recover certain incurred and future environmental costs and is actively
pursuing claims in this regard. However, no accruals have been made for
any such insurance recoveries and no assurances can be given that the
Company will be successful in its attempt to recover incurred or future
costs.
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 an
estimated $18.0. As the resolution of these matters is subject to further
regulatory review and approval, no specific assurance can be given as to
when the factors upon which a substantial portion of this estimate is based
can be expected to be resolved. However, the Company is currently working
to resolve certain of these matters.
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, results of
operations, or liquidity.
ASBESTOS CONTINGENCIES
KACC is a defendant in a number of lawsuits, some of which involve
claims of multiple persons, 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 KACC or
exposure to products containing asbestos produced or sold by KACC. The
lawsuits generally relate to products KACC has not manufactured for at
least 20 years. At March 31, 1998, the number of such claims pending was
approximately 81,500, as compared with 77,400 at December 31, 1997. In
1997, approximately 15,600 of such claims were received and 9,300 were
settled or dismissed. During the quarter ended March 31, 1998,
approximately 5,400 of such claims were received and 1,300 of such claims
were settled or dismissed, respectively. However, the foregoing claim and
settlement figures as of and for the quarter ended March 31, 1998, do not
reflect the fact that as of March 31, 1998, KACC reached agreements under
which it will settle approximately 25,000 of the pending asbestos-related
claims over an extended period.
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 through 2008. There are
inherent uncertainties involved in estimating asbestos-related costs, and
the Company's actual costs could exceed or be less than these estimates.
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, and the advice of Wharton Levin Ehrmantraut
Klein & Nash, P.A. with respect to the current state of the law related to
asbestos claims. Accordingly, an estimated asbestos-related cost accrual
of $155.6, before consideration of insurance recoveries, is included
primarily in Long-term liabilities at March 31, 1998. While 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, there is a reasonable possibility
that such costs may continue beyond 2008, and such costs may be
substantial. The Company estimates that annual future cash payments in
connection with such litigation will be approximately $13.0 to $20.0 for
each of the years 1998 through 2002, and an aggregate of approximately
$80.0 thereafter.
The Company believes that KACC has insurance coverage available to
recover a substantial portion of its asbestos-related costs. Claims for
recovery from some of KACC's insurance carriers are currently subject to
pending litigation and other carriers have raised certain defenses, which
have resulted in delays in recovering costs from the insurance carriers.
The timing and amount of ultimate recoveries from these insurance carriers
are dependent upon the resolution of these disputes. The Company believes,
based on prior insurance-related recoveries in respect of asbestos-related
claims, existing insurance policies, and the advice of Thelen, Marrin,
Johnson & Bridges LLP with respect to applicable insurance coverage law
relating to the terms and conditions of those policies, that substantial
recoveries from the insurance carriers are probable. Accordingly, an
estimated aggregate insurance recovery of $115.7, determined on the same
basis as the asbestos-related cost accrual, is recorded primarily in Other
assets at March 31, 1998. During the first quarter of 1998, KACC reached
agreements on asbestos-related coverage matters with two insurance carriers
under which it collected a total of approximately $17.5.
Management continues to monitor claims activity, the status of
lawsuits (including settlement initiatives), legislative progress, and
costs incurred in order to ascertain whether an adjustment to the existing
accruals should be made to the extent that historical experience may differ
significantly from the Company's underlying assumptions. 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 insurance recoveries that will be received,
management currently believes that, based on the factors discussed in the
preceding paragraphs, the resolution of 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, results of operations, or liquidity.
OTHER CONTINGENCIES
The Company and KACC are 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, results of
operations, or liquidity.
See Note 9 of the Notes to Consolidated Financial Statements for the
year ended December 31, 1997.
5. DERIVATIVE FINANCIAL INSTRUMENTS AND RELATED HEDGING PROGRAMS
At March 31, 1998, the net unrealized gain on KACC's position in
aluminum forward sales and option contracts, (based on an average price of
$1,643 per ton* ($.75 per pound) of primary aluminum), natural gas, fuel
oil and diesel fuel forward purchase and option contracts, and forward
foreign exchange contracts, was approximately $11.5. Any gains or losses
on the derivative contracts utilized in KACC's hedging activities are
offset by losses or gains, respectively, on the transactions being hedged.
ALUMINA AND ALUMINUM
The Company's earnings are sensitive to changes in the prices of
alumina, primary aluminum and fabricated aluminum products, and also depend
to a significant degree upon the volume and mix of all products sold.
Primary aluminum prices have historically been subject to significant
cyclical fluctuations. Since 1993, the Average Midwest United States
transaction price for primary aluminum has ranged from approximately $.50
to $1.00 per pound. Alumina prices as well as fabricated aluminum product
prices (which vary considerably among products) are significantly
influenced by changes in the price of primary aluminum but generally lag
behind primary aluminum price changes by up to three months.
From time to time in the ordinary course of business, KACC enters into
hedging transactions to provide price risk management in respect of the net
exposure of earnings resulting from (i) anticipated sales of alumina,
primary aluminum and fabricated aluminum products, less (ii) expected
purchases of certain items, such as aluminum scrap, rolling ingot, and
bauxite, whose prices fluctuate with the price of primary aluminum.
Forward sales contracts are used by KACC to effectively fix the price that
- ----------------
*All references to tons in this report refer to metric tons of 2,204.6
pounds.
KACC will receive for its shipments. KACC also uses option contracts (i)
to establish a minimum price for its product shipments, (ii) to establish a
"collar" or range of prices for KACC's anticipated sales, and/or (iii) to
permit KACC to realize possible upside price movements. As of March 31,
1998, KACC had sold forward, at fixed prices, approximately 76,450 and
24,000 tons of primary aluminum with respect to 1998 and 1999,
respectively. As of March 31, 1998, KACC had also purchased put options to
establish a minimum price for approximately 33,750 tons of primary aluminum
with respect to 1998 and had entered into option contracts that established
a price range for an additional 173,700, and 124,500 tons for 1998 and
1999, respectively. Additionally at March 31, 1998, KACC also held fixed
price purchase contracts for 79,800 tons of primary aluminum with respect
to 1998.
As of March 31, 1998, KACC had sold forward virtually all of the
alumina available to it in excess of its projected internal smelting
requirements for 1998, 1999 and 2000 at prices indexed to future prices of
primary aluminum.
ENERGY
KACC is exposed to energy price risk from fluctuating prices for fuel
oil and natural gas consumed in the production process. Accordingly, KACC
from time to time in the ordinary course of business enters into hedging
transactions with major suppliers of energy and energy related financial
instruments. As of March 31, 1998, KACC had a combination of fixed price
purchase and option contracts for the purchase of approximately 45,000
MMBtu of natural gas per day during the remainder of 1998. As of March 31,
1998, KACC also held a combination of fixed price purchase and option
contracts for an average of 232,000 and 39,000 barrels per month of fuel
oil and diesel fuel for 1998 and 1999, respectively.
FOREIGN CURRENCY
KACC enters into forward exchange contracts to hedge material cash
commitments to foreign subsidiaries or affiliates. At March 31, 1998, KACC
had net forward foreign exchange contracts totaling approximately $198.5
for the purchase of 277.0 Australian dollars from April 1998 through
December 2000, in respect of its commitments for 1998 through 2000
expenditures denominated in Australian dollars.
See Note 10 of the Notes to Consolidated Financial Statements for the
year ended December 31, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
This section should be read in conjunction with the response to Item
1, Part I, of this Report.
This section contains statements which constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements appear in a number of places in this section
(see, for example, "Recent Events and Developments," "Results of
Operations," and "Liquidity and Capital Resources"). 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 those in 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
section and the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, each identify other factors that could cause such
differences. 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.
RECENT EVENTS AND DEVELOPMENTS
The Company has previously disclosed that it set a goal of achieving
$120.0 million of pre-tax cost reductions and other profit improvements,
independent of metal price changes, with the full effect planned to be
realized in 1998 and beyond, measured against 1996 results. Management
believes that recent operating performance has been at a rate which
indicates that its objective will be achieved by the end of 1998. However,
there are inherent uncertainties regarding operating factors and economic
and other external forces (such as the Valco power situation discussed
below), many of which are outside management's direct control, and, as
such, no assurances can be given that the desired benefit of profit
improvements will be achieved.
In addition to working to improve the performance of the Company's
existing assets, the Company has expended significant efforts on analyzing
its current asset portfolio with the intent of focusing its efforts and
capital in sectors of the industry that are considered most attractive.
The initial steps of this process led to the formation of the AKW wheel
joint venture and the acquisition of the Bellwood aluminum extrusion plant
in Richmond, Virginia. Additional portfolio analysis and initiatives are
ongoing.
As of March 31, 1998, KACC reached agreements under which it will
settle approximately 25,000 of the pending asbestos-related claims over an
extended period. Also during the first quarter of 1998, KACC reached
agreements on asbestos-related coverage matters with two insurance carriers
under which it collected a total of approximately $17.5 million.
As the amounts related to the claim settlements and insurance recoveries
were consistent with the Company's year-end 1997 accrual assumptions, these
events are not expected to have a material impact on the Company's financial
position, results of operations, or liquidity.
During April 1998, the Company's 90%-owned Volta Aluminium Company
Limited ("Valco") smelter in Ghana announced that it had reached an
agreement with the Volta River Authority ("VRA") to receive compensation in
lieu of the power necessary to run an additional potline that was curtailed
on April 6, 1998. The compensation is expected to substantially mitigate
the financial impact of the curtailment. As a result of the curtailment,
Valco will be operating one if its five potlines, as compared to 1997, when
Valco operated four potlines. Valco had previously curtailed two of its
potlines in 1998, one in January, for which it received no compensation,
and one in February, for which it will be compensated. As previously
announced, the Company has notified the VRA that it believes it had the
contractual rights at the beginning of 1998 to sufficient energy to run
four and one-half potlines for the balance of the year. Valco continues to
seek compensation from the VRA with respect to the January 1998 reduction
of its power allocation. Valco and the VRA also are in continuing
discussions concerning other matters, including steps that might be taken
to reduce the likelihood of power curtailments beyond 1998. No assurances
can be given as to the success of these discussions, the possibility of
requests from the VRA for additional curtailments, or as to the operating
level of Valco for the remainder of 1998 or beyond.
RESULTS OF OPERATIONS
The table on the following page provides selected operational and
financial information on a consolidated basis with respect to the Company
for the quarters ended March 31, 1998, and 1997. 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.
Interim results are not necessarily indicative of those for a full
year.
SELECTED OPERATIONAL AND FINANCIAL INFORMATION
(Unaudited)
(In millions of dollars, except shipments and prices)
<TABLE>
<CAPTION>
Quarter Ended
March 31,
------------------------------
1998 1997
------------------------------
<S> <C> <C>
Shipments: (1)
Alumina 424.6 385.5
Aluminum products:
Primary aluminum 80.5 78.5
Fabricated aluminum products 105.5 93.9
------------------------------
Total aluminum products 186.0 172.4
==============================
Average realized sales price:
Alumina (per ton) $ 201 $ 190
Primary aluminum (per pound) .71 .75
Net sales:
Bauxite and alumina:
Alumina $ 85.5 $ 73.2
Other (2) (3) 25.7 26.6
------------------------------
Total bauxite and alumina 111.2 99.8
------------------------------
Aluminum processing:
Primary aluminum 126.2 129.2
Fabricated aluminum products 356.9 314.4
Other (3) 2.7 4.0
--------------- --------------
Total aluminum processing 485.8 447.6
------------------------------
Total net sales $ 597.0 $ 547.4
==============================
Operating income (loss):
Bauxite and alumina $ 6.1 $ (1.5)
Aluminum processing 56.1 51.3
Corporate (17.4) (18.5)
------------------------------
Total operating income $ 44.8 $ 31.3
==============================
Net income $ 12.0 $ 2.6
==============================
Capital expenditures $ 13.7 $ 21.8
==============================
</TABLE>
- ------------------------------------
(1) In thousands of metric tons.
(2) Includes net sales of bauxite.
(3) Includes the portion of net sales attributable to minority interests
in consolidated subsidiaries.
OVERVIEW
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 KACC's hedging strategies. Primary aluminum prices have
historically been subject to significant cyclical fluctuations. Alumina
prices as well as fabricated aluminum product prices (which vary
considerably among products) are significantly influenced by changes in the
price of primary aluminum but generally lag behind primary aluminum price
changes by up to three months.
During 1997, the Average Midwest Transaction Price ("AMT Price") for
primary aluminum remained fairly stable generally in the $.75 - $.80 range
through November and then declined during December to the $.70 - $.75
range. During the first three months of 1998, the AMT Price for primary
aluminum was generally in the $.68 - $.73 per pound range. The AMT Price
for primary aluminum for the week ended April 24, 1998, was approximately
$.70 per pound.
See Note 5 of the Notes to Interim Consolidated Financial Statements
for a discussion of KACC's hedging activities.
QUARTER ENDED MARCH 31, 1998, COMPARED TO QUARTER ENDED MARCH 31, 1997
SUMMARY
The Company reported net income of $12.0 million, or $.15 of basic
earnings per share, for the first quarter of 1998, compared to a net income
of $2.6 million, or $.01 of basic earnings per share, for the same period
of 1997. Net sales in the first quarter of 1998 totaled $597.0 million
compared to $547.4 million in the first quarter of 1997.
BAUXITE AND ALUMINA
Net sales of alumina increased by 16% for the quarter ended March 31,
1998, from the comparable period in the prior year, as a result of a 6%
increase in average realized prices from the sale of alumina and a 10%
increase in alumina shipments. The fluctuation in shipment volumes as
compared to the quarter ended March 31, 1997, was primarily attributable to
the timing of shipments. Segment operating income improved substantially
on a quarter to quarter basis. The improvement resulted primarily from
improvements in average realized prices and operating efficiencies and
reduced energy prices.
ALUMINUM PROCESSING
Net sales of primary aluminum for the quarter ended March 31, 1998,
decreased by 2% from the comparable prior year period as a result of a 5%
decrease in average realized prices offset by a 3% increase in shipments.
Net sales of fabricated aluminum products for the quarter ended March 31,
1998, were up 14% as compared to the prior year period as a result of a 12%
increase in shipments and a 2% increase in average realized prices. The
increase in fabricated aluminum product shipments over the first quarter of
1997 was the result of the Company's June 1997 acquisition of the Bellwood
extrusion facility in Richmond, Virginia, as well as increased shipments of
heat-treat products.
Operating income for the aluminum processing segment increased by
approximately $5.0 million as reduced power and material costs and improved
operating efficiencies in the primary aluminum smelting operations, as well
as improvements in the Company's fabricated aluminum products operations,
more than offset the impact of the decline in the average realized price
for primary aluminum and the impacts of the Valco potline curtailments
discussed above. The quarter-over-quarter improvement in the Company's
fabricated aluminum products operations reflects the impacts of the Bellwood
acquisition, continued demand for heat-treat products, and an improvement
in operating performance. The impact of the Valco potline curtailments was
only partially reflected in operating results as one of the potlines was
curtailed after quarter-end and as the two lines curtailed prior to March
31, 1998, operated for part of the quarter. Reduced operating results
attributable to such first quarter 1998 curtailments, as well as
incremental charges recorded in the quarter associated with potline shut-
down costs, were partially offset by compensation recorded by the Company
(which will be received over an 18 month period beginning in June 1998) for
one of the two lines curtailed during the quarter. As previously stated,
Valco continues to seek compensation with respect to the January 1998
potline curtailment, but no assurance can be given that Valco will be
successful in this regard. Operating income for the quarter ended March
31, 1997, included approximately $5.0 million of operating income realized
during the period related to the settlement of certain issues related to
energy service contracts.
CORPORATE
Corporate operating expenses represent corporate general and
administrative expenses, which are not allocated to the Company's business
segments.
LIQUIDITY AND CAPITAL RESOURCES
CAPITAL STRUCTURE
MAXXAM Inc. ("MAXXAM") and one of its wholly owned subsidiaries
collectively own approximately 63% of the Company's Common Stock, with the
remaining approximately 37% of the Company's Common Stock being publicly
held. Certain of the shares of the Company's Common Stock beneficially
owned by MAXXAM are subject to certain pledge agreements by MAXXAM and its
subsidiaries.
During August 1997, the remaining 8,673,850 shares of outstanding
PRIDES were converted into 7,227,848 shares of the Company's Common Stock
pursuant to the PRIDES Certificate of Designations.
The Company has an effective "shelf" registration statement covering
the offering from time to time of up to $150.0 million of equity
securities. Any such offering will only be made by means of a prospectus.
The Company also has an effective "shelf" registration statement covering
the offering of up to 10,000,000 shares of the Company's Common Stock that
are owned by MAXXAM. The Company will not receive any of the net proceeds
from any transaction initiated by MAXXAM pursuant to this registration
statement.
The Credit Agreement does not permit the Company or KACC to pay any
dividends on their common stock.
OPERATING ACTIVITIES
At March 31, 1998, the Company had working capital of $465.7 million,
compared with working capital of $451.5 million at December 31, 1997. The
increase in working capital primarily results from decreases in Accounts
payable and other current liabilities more than offsetting decreases in
Receivables and Inventories.
INVESTING ACTIVITIES
Capital expenditures during the quarter ended March 31, 1998, were
$13.7 million and were used primarily to improve production efficiency,
reduce operating costs, expand capacity at existing facilities, and
construct new facilities. Total consolidated capital expenditures (of
which approximately 8% is expected to be funded by the Company's minority
partners in certain foreign joint ventures) are expected to be between
$75.0 and $125.0 million per annum in each of 1998 through 2000.
During the first quarter of 1998, the first Micromill(TM) facility,
which was constructed in Nevada during 1996 as a demonstration and
production facility, delivered its first commercial product shipments to
customers, but the amount of such shipments was minimal. Additional
product trials for international and domestic customers are ongoing and the
Company currently expects increased commercial deliveries from the facility
during the second quarter of 1998. However, the Micromill(TM) technology
has not yet been fully implemented or commercialized, and there can be no
assurances that full implementation or commercialization will be
successful.
Management continues to evaluate numerous projects, including the
Micromill(TM) technology, all of which would require substantial capital,
both in the United States and overseas.
FINANCING ACTIVITIES AND LIQUIDITY
At March 31, 1998, the Company had long-term debt of $970.6 million,
compared with $971.7 million at December 31, 1997.
At March 31, 1998, $272.1 million (of which $52.9 million could have
been used for letters of credit) was available to KACC under the Credit
Agreement and no amounts were outstanding under the revolving credit
facility. Loans under the Credit Agreement bear interest at a spread
(which varies based on the results of a financial test) over either a base
rate or LIBOR at the Company's option. During the quarter ended March 31,
1998, the average per annum interest rates on loans outstanding under the
Credit Agreement was approximately 9%.
Management believes that the Company's existing cash resources,
together with cash flows from operations and borrowings under the Credit
Agreement, will be sufficient to meet its working capital and capital
expenditure requirements for the next year. Additionally, with respect to
long-term liquidity, management believes that operating cash flow, together
with the ability to obtain both short and long-term financing, should
provide sufficient funds to meet the Company's working capital and capital
expenditure requirements.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
Asbestos-related Litigation
KACC is a defendant in a number of lawsuits, some of which involve
claims of multiple persons, 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 KACC or
exposure to products containing asbestos produced or sold by KACC. The
portion of Note 4 of the Notes to Interim Consolidated Financial Statements
contained in this report under the heading "Asbestos Contingencies" is
incorporated herein by reference. See Part I, Item 3. "LEGAL PROCEEDINGS -
Asbestos-related Litigation" in the Company's Form 10-K for the year ended
December 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits.
Exhibit No. Exhibit
----------- -------
3.1 Restated Certificate of Incorporation of Kaiser Aluminum
Corporation (the "Company" or "KAC"), dated February 21, 1991
(incorporated by reference to Exhibit 3.1 to Amendment No. 2 to
the Registration Statement on Form S-1, dated June 11, 1991,
filed by KAC, Registration No. 33-37895).
3.2 Certificate of Retirement of KAC, dated October 24, 1995
(incorporated by reference to Exhibit 3.2 to the Report on Form
10-K for the period ended December 31, 1995, filed by KAC, File
No. 1-9447).
3.3 Certificate of Retirement of KAC, dated February 12, 1998,
(incorporated by reference to Exhibit 3.3 to the Report on Form
10-K for the period ended December 31, 1997, filed by KAC, File
No. 1-9447).
3.4 Amended and Restated Bylaws of KAC, dated October 1, 1997
(incorporated by reference to Exhibit 3.3 to the Report on Form
10-Q for the quarterly period ended September 30, 1997, filed by
KAC, File No. 1-9447).
*10 Form of Deferred Fee Agreement between KAC, Kaiser Aluminum &
Chemical Corporation ("KACC"), and directors of KAC and KACC.
*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 March 31, 1998.
- ---------------
* Filed herewith
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 have signed this report on
behalf of the registrant as the principal financial officer and principal
accounting officer of the registrant, respectively.
KAISER ALUMINUM CORPORATION
/s/ John T. La Duc
By: ----------------------------
John T. La Duc
Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Daniel D. Maddox
By: ----------------------------
Daniel D. Maddox
Controller - Corporate
Consolidation and Reporting
(Principal Accounting Officer)
Dated: May 5, 1998
DEFERRED FEE AGREEMENT
THIS AGREEMENT, dated as of ,
---------------------
1998, is by and between KAISER ALUMINUM & CHEMICAL CORPORATION and KAISER
ALUMINUM CORPORATION, both Delaware corporations (together, the "Company"),
and
-------------
(the "Director"), currently
- -------------------------
residing at
- -----------------------------------------------------------
- -----------------------------------------------------------
- -----------------------------------------.
WITNESSETH:
WHEREAS, the Director currently serves as a member of the Boards of
Directors of the Company (the "Board") and receives remuneration
("Director's Fees") from the Company in that capacity; and
WHEREAS, the Director desires to enter into an arrangement providing
for the deferral of Director's Fees; and
WHEREAS, the Company is agreeable to such an arrangement;
NOW, THEREFORE, it is agreed as follows:
1. The Director irrevocably elects to defer receipt, subject to the
provisions of this Agreement, of
-------
percent of any Director's Fees which may otherwise become payable to the
Director for the calendar year 1998 and which relate to services performed
after the date hereof. Such election shall continue in effect with respect
to any Director's Fees which may otherwise become payable to the Director
for any calendar year subsequent to 1998 unless, prior to January 1 of such
year, the Director shall have delivered to the Secretary of the Company a
written revocation of such election with respect to Director's Fees for
services performed after the date of such revocation. Until such time as
the election made under this paragraph is revoked, the percentage specified
in the first sentence hereof shall apply on each occasion on which
Director's Fees would otherwise be paid to the Director. Director's Fees
with respect to which the Director shall have elected to defer receipt are
hereinafter referred to as "Deferred Director's Fees".
2. The Company shall credit the amount of Deferred Director's Fees
to a book account (the "Deferred Fee Account") as of the date such fees
would have been paid to the Director had this Agreement not been in effect.
Director's Fees which would otherwise be payable for attending a meeting of
the Board or of a committee thereof shall be credited to the Deferred Fee
Account as of the first business day following such meeting; Director's
Fees which would otherwise be payable as a retainer shall be credited to
the Deferred Fee Account as of the first business day of the period to
which they relate.
3. Earnings shall be credited to the Deferred Fee Account as
follows:
(NOTE: (a) and (b) below must add up to 100%)
(a) ___ None ___ 25% ___ 50% ___ 75% ___ 100%
of the amount credited to the Deferred Fee Account pursuant to paragraph 2
shall be deemed invested in a number of phantom shares (including any
fractional share) of the Common Stock of Kaiser Aluminum Corporation (the
"Common Stock") equal to the quotient of (a) such amount divided by (b) the
closing market price (the "Closing Price") of a share of Common Stock as
reported for the date such amount is credited to the Deferred Fee Account.
Whenever a cash dividend is paid on Common Stock, the Deferred Fee Account
shall be credited as of the payment date with a number of phantom shares
(including any fractional share) equal to the quotient of (y) an amount
equal to the cash dividend payable on a number of shares of Common Stock
equal to the number of phantom shares (excluding any fractional share)
standing credited to such Account at the record date divided by (z) the
Closing Price on such payment date. In the event of a stock dividend or
distribution, stock split, recapitalization or the like, the Deferred Fee
Account shall be credited as of the payment date with a number of phantom
shares (including any fractional share) equal to the number of shares
(including any fractional share) of Company stock payable in respect of
shares of Company stock equal in number to the number of phantom shares
(excluding any fractional share) standing credited to such Account at the
record date. At the time any payment is to be made from the Deferred Fee
Account pursuant to paragraph 6, the number of phantom shares then standing
credited thereto shall be valued at the Closing Price on the first business
day of the month in which such payment is to be made, and such payment
shall be made in cash.
(b) ___ None ___ 25% ___ 50% ___ 75% ___ 100%
of the standing balance credited to the Deferred Fee Account as of the last
business day of each month shall be increased by an amount reflecting
interest on such balance for such month calculated using one-twelfth of the
Prime Rate plus 2% on the first day of such month. For this purpose the
"Prime Rate" shall mean the highest prime rate (or base rate) reported for
such date in the Money Rates column or section of The Wall Street Journal
as the rate in effect for
-----------------------
corporate loans at large U.S. money center commercial banks (whether or not
such rate has actually been charged by such bank) as of such date. In the
event The Wall Street Journal
-----------------------
ceases publication of such rate, the "Prime Rate" shall mean the prime rate
(or base rate) reported for such date in such other publication that
publishes such prime rate information as the Company may choose to rely
upon.
4. The Company shall provide an annual statement to the Director
showing such information as is appropriate, including the aggregate amount
standing credited to the Deferred Fee Account, as of a reasonably current
date.
5. The Company's obligation to make payments from the Deferred Fee
Account shall be a general obligation of the Company and such payments
shall be made from the Company's general assets. The Director's
relationship to the Company under this Agreement shall be only that of a
general unsecured creditor, and this Agreement (including any action taken
pursuant hereto) shall not, in and of itself, create or be construed to
create a trust or fiduciary relationship of any kind between the Company
and the Director, his or her designated beneficiary or any other person, or
a security interest of any kind in any property of the Company in favor of
the Director or any other person. The arrangement created by this
Agreement is intended to be unfunded and no trust, security, escrow, or
similar account shall be required to be established for the purposes of
payment hereunder. However, the Company may in its discretion establish a
"rabbi trust" (or other arrangement having equivalent taxation
characteristics under the Internal Revenue Code or applicable regulations
or rulings) to hold assets, subject to the claims of the Company's
creditors in the event of insolvency, for the purpose of making payments
hereunder. If the Company establishes such a trust, amounts paid therefrom
shall discharge the obligations of the Company hereunder to the extent of
the payments so made.
6. Deferred Director's Fees, including all earnings credited to the
Deferred Fee Account pursuant to paragraph 3, shall be paid in cash to the
Director or his or her designated beneficiary as soon as practicable
following the date the Director ceases for any reason to be a member of the
Board. Payments shall be made:
in a lump sum; or
--
in _____________ annual installments (not to
--
exceed 10).
Each annual installment payment shall be made as of January 31 and shall be
an amount equal to the balance standing credited to the Deferred Fee
Account as of that date divided by the number of installments (including
the one then due) remaining to be paid. Amounts standing credited to the
Deferred Fee Account during the period in which installments are paid shall
be adjusted to reflect the crediting of earnings in accordance with
paragraph 3.
7. Payments hereunder shall be made to the Director except that:
(a) in the event that the Director shall be determined by a
court of competent jurisdiction to be incapable of managing
his financial affairs, and if the Company has actual notice
of such determination, payment shall be made to the Director's
personal representative(s); and
(b) in the event of the Director's death, payment shall be made
to the last beneficiary designated by the Director for
purposes of receiving such payment in such event in a
written notice delivered to the Secretary of the Company;
provided, that if such beneficiary has not survived the
Director, or no valid beneficiary designation is in effect,
payment shall instead be made to the Director's estate.
The Company shall deduct from any payment hereunder any amounts required
for federal and/or State and/or local withholding tax purposes.
8. Any balance standing credited to the Deferred Fee Account shall
not in any way be subject to the debts or other obligations of the Director
and, except as provided in paragraph 7(b), shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, garnishment or other legal or equitable process.
9. This Agreement shall not be construed to confer on the Director
any right to be or remain a member of the Board or to receive any, or any
particular rate of, Director's Fees.
10. Interpretations of, and determinations related to, this
Agreement, including any determinations of the amount standing credited to
the Deferred Fee Account, shall be made by the Board and shall be
conclusive and binding upon all parties. The Company shall incur no
liability to the Director for any such interpretation or determination so
made or for any other action taken by it in connection with this Agreement
in good faith.
11. This Agreement contains the entire understanding and agreement
between the parties with respect to the subject matter hereof, and may not
be amended, modified or supplemented in any respect except by a subsequent
written agreement entered into by both parties.
12. This Agreement shall be binding upon, and shall inure to the
benefit of, the Company and its successors and assigns and the Director and
his or her heirs, executors, administrators and personal representatives.
13. This Agreement shall be governed and construed in accordance with
the laws of the State of Texas, without regard to principles of choice of
law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer, and the Director has
executed this Agreement, on the date first written above.
ATTEST: Kaiser Aluminum Corporation
By:
- ------------------------------ -------------------------
John Wm. Niemand II, Secretary (Company Officer)
Kaiser Aluminum & Chemical
Corporation
By:
- ------------------------------ -----------------------
John Wm. Niemand II, Secretary (Company Officer)
-----------------------
(Director)
DESIGNATION OF BENEFICIARY
Dated as of
----------------------
To the Secretary of Kaiser Aluminum & Chemical Corporation
and Kaiser Aluminum Corporation (the "Company")
In accordance with the provisions of the Deferred Fee Agreement dated as of
, 1998, between
----------------------
the undersigned and the Company, I hereby designate
- -----------------------------------------------------------
- -----------------------------------------------------------
- ---------------------------------------------------------*
currently residing at
-------------------------------------
as my beneficiary to receive payments thereunder in the event of my death
before payments in full thereunder have been made. In the event that the
said beneficiary predeceases me, I hereby designate
- -----------------------------------------------------------
currently
- ----------------------------------------------
residing at
------------------------------------------------
as my beneficiary thereunder.
Very truly yours,
------------------------
- ---------------------
* If more than one beneficiary is to be designated, list the
beneficiaries and specify the percentage of each payment to be received by
each beneficiary.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements of the Company for the three months
ended March 31, 1998, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000811596
<NAME> KAISER ALUMINUM CORPORATION
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 21
<SECURITIES> 0
<RECEIVABLES> 319
<ALLOWANCES> 6
<INVENTORY> 528
<CURRENT-ASSETS> 1,009
<PP&E> 1,163
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<TOTAL-ASSETS> 2,964
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<BONDS> 963
0
0
<COMMON> 1
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<TOTAL-LIABILITY-AND-EQUITY> 2,964
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