KAISER GROUP HOLDINGS INC - 10-Q Quarterly Report

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 September 30, 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)

Delaware		54-2014870
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9300 Lee Highway, Fairfax, Virginia		22031-1207
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (703) 934-3413

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 November 12, 2004, there were 1,598,270 shares of Kaiser Group Holdings, Inc. Common Stock, par value $0.01 per share, outstanding.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KAISER GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	September 30, 2004		December 31, 2003
ASSETS
Current Assets
Cash and cash equivalents	$	8,026	$	11,151
Restricted cash and cash equivalents	3,887		7,049
Accounts receivable	197		—
Prepaid expenses and other current assets	1,070		971
Contract receivable, net	3,000		3,000
Total Current Assets	16,180		22,171

Other Assets
Investments in and advances to affiliates	48,287		45,788
Notes receivable	5,894		5,894
Other long-term assets	72		227
	54,253		51,909
Total Assets	$	70,433	$	74,080

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	110	$	304
Post retirement benefit plan obligation	6,695		6,913
Other accrued expenses	4,857		4,432
Interest payable on preferred stock	313		409
Deferred tax liability	5,876		6,495
Income taxes payable	2,108		275
Total Current Liabilities	19,959		18,828

Long Term Liabilities
Mandatorily redeemable preferred stock	26,909		35,175

Commitments and Contingencies

Common stock, par value $.01 per share:
Authorized—3,000,000 shares Issued and outstanding—1,598,270 and 1,594,270 shares at September 30, 2004 and December 31, 2003, respectively	16		16
Capital in excess of par	8,063		7,975
Retained earnings	15,448		12,049
Accumulated other comprehensive income	38		37
Total Shareholders’ Equity	23,565		20,077
Total Liabilities and Shareholders’ Equity	$	70,433	$	74,080

See notes to consolidated financial statements.

KAISER GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2004			2003			2004			2003

Gross Revenue	$	512		$	—		$	512		$	—
Labor and subcontract costs	(373		)	—			(373		)	—
Service Revenue	139			—			139			—
Operating Expenses
Administrative expenses	999			2,094			4,060			4,987
Reserve for Settlement of Remaining Class 4 Claims	—			—			1,400			—
Operating Loss	(860		)	(2,094		)	(5,321		)	(4,987		)
Other Income

Part I - Financial Information

Item 1. Financial Statements:

	Consolidated Balance Sheets - September 30, 2004 and December 31, 2003.

	Consolidated Statements of Operations and Comprehensive Income Three and Nine Months Ended September 30, 2004 and 2003.

	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 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. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits

Signatures