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News Press Releases
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For Immediate Release:
ICF KAISER ANNOUNCES THIRD-QUARTER FINANCIAL RESULTS
Debt Restructuring Approved by Noteholders; Company Reports Positive Operating Income
FAIRFAX, VA, November 4, 1999 - ICF Kaiser International, Inc. (NYSE: ICF) today reported two important milestones - positive operating income for the third quarter ended September 30, 1999 and acceptance by approximately 99 percent of the Company's senior subordinated noteholders of an exchange/asset sale offer that will effectively restructure the Company's outstanding debt. This percentage exceeds the 95 percent approval threshold that was a condition to the restructuring. Equally as important, at the Company's annual meeting today, the common shareholders approved proposals related to the debt restructuring that will permit the Company to effect the transaction. The final remaining milestone for closing the Company's debt restructuring is completing negotiations for a revolving line of credit. The closing is expected to take place prior to the end of the year.
The accepted debt restructuring plan, detailed in a current Form S-4 Registration Statement on file with the Securities and Exchange Commission, will eliminate substantially all of the Company's $125 million senior subordinated notes. Approximately $35 million of the notes will be purchased for cash in an asset sale offer. Nearly all of the remaining notes will be exchanged for a combination of $65 million in convertible preferred stock, the issuance of up to $25 million in new senior notes, and the issuance of a number of shares of common stock that will equal approximately 15% of the Company's outstanding shares after completion of the restructuring. The new senior notes will contain provisions customary for those types of instruments.
The contemplated closing of the debt restructuring, together with the Company's October 6, 1999 retirement of substantially all of its $15 million senior notes, will significantly improve the strength of Kaiser's balance sheet and credit statistics, including the future reduction of interest and dividend expenses by over 50 percent compared to levels incurred prior to the restructuring.
Operating income for the quarter ended September 30, 1999 was $2.8 million versus a $36.2 million operating loss reported for the same period in 1998. The majority of this difference is attributable to nonrecurring charges recorded during the quarter ended September 30, 1998 of $17.2 million and $15.6 million, respectively, for additional cost overruns on the nitric acid projects and for the estimated costs of ensuing severance and restructuring initiatives. Apart from these nonrecurring matters, the $2.8 million in operating income for the quarter ended September 30, 1999 reflected an increase of $6.2 million over the same quarter in 1998. This improvement resulted largely from the Company's cost reduction initiatives, implemented primarily during the third quarter of 1999, originally targeting annual cost savings of approximately $20 million. This quarterly improvement in recurring operating results suggests that this original target has been exceeded on an annualized basis compared to levels incurred during the same quarter in 1998.
For the quarter ended September 30, 1999, the Company reported gross revenue and service revenue of $254.5 million and $71.1 million, respectively, representing 8 percent and 10.4 percent increases, respectively, over the same quarter last year after adjustments for losses related to the nitric acid overruns.
Apart from the significant improvement in quarterly operating results, the Company reported a net loss of $10.9 million, or ($.46) per share. Although improved from the same quarter in 1998 in which the Company incurred a loss, largely related to the nitric acid overruns and to charges for severance and restructuring, of $38.3 million, or ($1.70) per share, the 1999 third quarter net loss is still reflective of the Company's interest expense burden carried prior to the debt restructuring described above and also of the non-recurring loss of $7.6 million recognized on the recently completed sales of certain of the Company's discontinued operations. Major elements of this loss on the sale of the discontinued operations consisted of the write off of a goodwill balance that was previously carried on the Company's books relative to the original acquisition of a business that was divested in August 1999 and of charges for revised estimates of contingencies created out of the divestitures that were completed during the quarter ended June 30, 1999. The Company has completed its planned divestitures and does not anticipate additional future charges relating to the completed divestitures.
"During the last six months we have been implementing a turnaround plan, which has included asset sales, cost reductions and debt restructuring. Our efforts to date have resulted in our exceeding the target of $20 million in annual indirect cost reductions," said James J. Maiwurm, Chairman and Chief Executive Officer of Kaiser. "In the third quarter, the benefits of this turnaround program are visible in the Company's reported positive operating income. We are on track to return the Company to profitability by the end of 1999. Now that we have nearly completed our debt restructuring, we will be able to focus on developing new work in our core business areas."
About The Company
Headquartered in Fairfax, Virginia, ICF Kaiser is one of the United States' largest companies providing engineering services, project management, construction management, and program management. Its more than 3,000 employees, located in 40 offices around the world, serve the market areas of transit and transportation; alumina/aluminum and mining/minerals; facilities and water/wastewater; iron and steel; and microelectronics and clean technology. ICF Kaiser reported gross revenue of more than $1.2 billion for the 12 months ended December 31, 1998. All references to ICF Kaiser indicate ICF Kaiser International, Inc. and any of its subsidiaries.
Forward-Looking Statements and Certain Factors Affecting ICF Kaiser and Its Businesses
This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are identified by the use of forward-looking terminology such as "may," "will," "could," "should," "expect," "believe," "anticipate," "aim," "intend," "plan," "estimate," or "continue" or the negative thereof or other variations thereof. Such forward-looking statements are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates, that may cause actual results to differ materially from those stated or implied by these forward-looking statements. These forward-looking statements also are subject to company-specific risks and uncertainties, such as: the company's access to commercial lines of credit and commercially satisfactory contract performance guarantee mechanisms, including performance bonds; the ability of Kaiser-Hill Company, LLC to enter into a new contract with the U.S. Department of Energy concerning provision of services at the DOE's Rocky Flats (Colorado) site; and the company's ability to: maintain existing contracts (including contracts with the federal government) at their existing or at improved levels, accurately estimate and recover costs incurred on fixed-price contracts, sign new contracts in established or new markets (including international markets), conclude and implement successfully certain acquisitions and joint-venture relationships, retain and attract key personnel, manage significant contingent liabilities arising out of prior operations and contacts, and avoid significant environmental fines, penalties and liabilities.