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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K or Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q or
Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q [or Form 10-QSB]
[ ] Transition Report on Form N-SAR
For the Transaction Ended:..Not Applicable
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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Part I-Registrant Information
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031
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Part II-Rules 12b-25 (a), (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
[X] (a) The reasons causing the inability to file timely, as described in Part
III of this form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K or Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[N/A] (c) The accountant's statement or other exhibit required by the Rule
12b-25 has been attached if applicable.
Part III- Narrative
As discussed in Form 10-Q's filed during 1998, the Company's management
has devoted significant time and effort to resolving severe financial
complications stemming from the substantial cost overruns (currently estimated
to total $70 million) incurred prior to the completion of four large,
fixed-price contracts to construct nitric acid plants. The time and resources
needed to alleviate the strains these developments have created for the
Company's remaining operations have precluded the filing of the 1998 Annual Form
10-K within the originally prescribed time period.
During July 1998, the Board established a Special Committee to evaluate
alternatives for securing sufficient liquidity to complete the nitric acid
projects as well as to fund the working capital needs of the Company's other
operations. In addition, the Special Committee retained a financial advisor to
assist the Company with the potential sale of a portion(s) of the Company.
Senior management, with a significant portion of other finance and accounting
resources of the Company, have been focused on completing both processes, i.e.,
securing and preserving the short term financing and the simultaneous sale of
major corporate operating assets. Additionally, on April 10, 1999 the Company
expects to begin the production of nitric acid at the last of the four plant
projects - thereby minimizing the risk for additional future revisions to the
cost overrun estimates already recorded in the Company's financial statements
and reported results of operations.
Although not all of the necessary financing activities have yet been
completed, the Company anticipates completing the sale, on April 9, 1999, of one
of its four major operating divisions. The cash proceeds from the sale, net of
transaction costs, will contribute to resolving existing liquidity constraints.
The Company will however have to continue to pursue the divestiture of
additional assets and the realignment of its capital
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structure and also work to [ ] the cost structure and profitability of the
remaining operations.
Part IV- Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Timothy P. O'Connor, Senior Vice President (703) 934-3000
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(Name) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operation from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
ICF Kaiser International, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 31, 1999 By /s/Timothy P. O'Connor
Senior Vice President and
Chief Financial Officer
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Part IV - Item (3)
Apart from the effects on operations of the nitric acid project losses discussed
above, the Company's attached results of operations for the year ended December
31, 1998 also include the following changes from the comparable 1997 and 1996
results:
o The Company adopted AICPA Statement of Position 98-5 Accounting for
Start-up Costs and has separately reported the $6.0 million cumulative
effect of the accounting change.
o The Company's early termination of a revolving credit facility resulted in
the extraordinary charge of $1.1 million in 1998.
The remaining differences in the results are largely:
o the direct result of the cost overruns incurred on the referenced nitric
acid projects,
o the indirect results, including additional operating losses, of significant
management attention being diverted to resolving complications stemming
from the nitric acid project losses on the remainder of the business and
o the indirect results, in the form of severance, restructuring and other
unusual charges, for actions taken by management to realign and restructure
the Company's Engineering and Constructors Group (the division responsible
for the nitric acid projects).
The complete Management's Discussion and Analysis of each year's operating
results will be included in the Form 10-K to be filed by April 15, 1999.
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ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Income
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<CAPTION>
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Year Ended December 31,
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1998 1997
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(In thousands, except per share amounts)
<S> <C> <C>
Gross Revenue $ 1,210,421 $ 1,108,116
Subcontract and direct material costs (794,794) (677,431)
Provision for contract loss (76,210) (6,900)
Equity in income of joint ventures
and affiliated companies 6,045 2,301
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Service Revenue 345,462 426,086
Operating Expenses
Direct labor and fringe benefits 282,562 289,571
Group overhead 92,151 86,792
Corporate general and administrative 22,983 22,059
Depreciation and amortization 9,048 9,595
Severance and restructuring charges 9,407 -
Other unusual charges 7,672 -
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Operating Income (Loss) (78,361) 18,069
Other Income (Expense)
Gain on sale of investment - 1,018
Interest income 1,539 1,750
Interest expense (20,279) (18,276)
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Income (Loss) Before Income Tax, Minority Interest,
Exraordinary Item, and Cumulative Effect of (97,101) 2,561
Accounting Change
Income tax provision (benefit) (11,357) (3,319)
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Income (Loss) Before Minority Interest, Extraordiary
Item, and Cumulative Effect of Accounting Change (85,744) 5,880
Minority interest in net income of subsidiaries 7,698 10,867
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Income (Loss) Before Extraordiary Item and
Cumulative Effect of Accounting Change (93,442) (4,987)
Extraordinary Item, net of tax 1,090 -
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Income (Loss) Before Cumulative Effect of (94,532) (4,987)
Accounting Change
Cumulative Effect of Accounting Change, net of tax 6,000 -
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Net Income (Loss) (100,532) (4,987)
Preferred stock dividends and accretion - -
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Net Income (Loss) Available for Common Shareholders $ (100,532) $ (4,987)
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