UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2004

 

Commission File No. 1-12248

 

KAISER GROUP HOLDINGS, INC.

(successor issuer to Kaiser Group International, Inc.)
(Exact name of registrant as specified in its charter)

 

 

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 ý No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes o No ý

 

Applicable only to issuer’s involved in bankruptcy proceedings during the preceding five years:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes ý No o

 

The Plan of Reorganization of Kaiser Group International, Inc. under Chapter 11 of the Bankruptcy Code became effective on December 18, 2000.  The Plan provides, among other things, that holders of shares of common stock of Kaiser Group International, Inc. received shares of common stock of Kaiser Group Holdings, Inc. and that holders of specified outstanding debt obligations and other specified claimants received cash and shares of preferred stock and common stock of Kaiser Group Holdings, Inc., all in accordance with the terms set forth in the Plan. The initial distribution of securities occurred as of April 17, 2001.

 

Applicable only to corporate issuers:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

As of May 20, 2004, there were 1,598,270 shares of Kaiser Group Holdings, Inc. Common Stock, par value $0.01 per share, outstanding.

 

 

KAISER GROUP HOLDINGS, INC.

 

INDEX TO FORM 10-Q

 

Part I - Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets - March 31, 2004 and December 31, 2003.
Consolidated Statements of Operations and Comprehensive Income Three Months Ended March 31, 2004 and 2003.
Consolidated Statements of Cash Flows - Three Months Ended March 31, 2004 and 2003.
Notes to Consolidated Financial Statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures

 

2

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

KAISER GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

		March 31, 2004			December 31, 2003
ASSETS
Current Assets
Cash and cash equivalents		$	9,725		$	11,151
Restricted cash and cash equivalents		4,356			7,049
Prepaid expenses and other current assets		990			971
Net assets of discontinued operations		3,000			3,000
Total Current Assets		18,071			22,171
Other Assets
Investments in and advances to affiliates		46,678			45,788
Notes receivable		5,894			5,894
Other long-term assets		148			227
		52,720			51,909
Total Assets		$	70,791		$	74,080
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable		$	201		$	304
Post retirement benefit plan obligation		6,841			6,913
Other accrued expenses		5,531			4,432
Interest payable on preferred stock		342			409
Deferred tax liability		6,243			6,495
Income taxes payable		1,134			275
Total Current Liabilities		20,292			18,828
Long Term Liabilities
Mandatorily redeemable preferred stock		29,899			35,175
Commitments and Contingencies
Common stock, par value $.01 per share:
Authorized—3,000,000 shares Issued and outstanding—1,594,270 shares at March 31, 2004 and December 31, 2003, respectively		16			16
Capital in excess of par		7,975			7,975
Retained earnings		12,570			12,049
Accumulated other comprehensive income (loss)		39			37
Total Shareholders’ Equity		20,600			20,077
Total Liabilities and Shareholders’ Equity		$	70,791		$	74,080

 

See notes to consolidated financial statements.

 

3

 

KAISER GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

 

		For the Three Months ended March 31,
		2004			2003
		(Unaudited)
Gross Revenue		—			—
Subcontract and direct material costs		—			—
Service Revenue		—			—
Operating Expenses
Administrative expenses		$	1,245		$	1,446
Reserve for Settlement of Class 4 Claims		1,400			—
Operating Income (Loss)		(2,645		)	(1,446		)
Other Income (Expense)
Equity income in earnings of affiliate, net of amortization of $881 for the quarters ended March 31, 2004 and 2003		4,284			4,365
Interest income		175			243
Interest expense for preferred dividends		(570		)	—
Other income		25			—
Income From Continuing Operations
Before income tax		1,269			3,162
Income tax (expense)		(748		)	(1,243		)
Income From Continuing Operations		521			1,919
Income (Loss) from discontinued operations, net of tax		—			—
Net Income (Loss)		521			1,919
Preferred stock dividends		—			(812		)
Income (Loss) Applicable to Common Shareholders		$	521		$	1,107
Basic and Diluted Earnings (Loss) Per Common Share:
Continuing operations, net of tax		$	0.33