1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 17, 1997
OHM CORPORATION
----------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OHIO 1-9654 34-1503050
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
16406 U.S. ROUTE 224 EAST, FINDLAY, OHIO 45840
---------------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (419) 423-3529
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGE SINCE LAST REPORT)
2
This report is an amendment to the OHM Corporation report on Form 8-K
filed on July 2, 1997 and Amendment No. 1 filed on August 22, 1997. The report
is being amended to (1) include Beneco's interim financial statements for the
five months ended May 31, 1997 and 1996, (2) modify the Pro Forma Condensed
Financial Statements for the twelve months ended December 31, 1996, and the six
months ended June 30, 1997, and (3) modify the disclosures in the Notes to the
Pro Forma Financial Statements.
The following items to the Company's report on Form 8-K/A are being filed
herewith:
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits.
ITEM. 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
In accordance with the requirements of Item 7(a) and (b), the Company
hereby incorporates by reference into this Amendment No. 2 to the Form 8-K, the
audited financial statements of Beneco for the fiscal years ended 1996 and 1995
and the notes thereto set forth on pages F-1 through F-13 of this Report, the
unaudited statements of income and cash flows for the five months ended May 31,
1997 and 1996 and the notes thereto set forth on pages I-1 through I-3 of this
report, and the unaudited pro forma condensed combined balance sheet as of
December 31, 1996, and the unaudited pro forma condensed combined statement of
operations for the six months ended June 30, 1997 and for twelve months ended
December 31, 1996 and the notes thereto set forth on pages P-1 through P-4 of
this Report.
(a)/(b) Financial Statements of Business Acquired/Pro Forma Financial
Information
Independent Auditors Report F-1
Balance Sheet at December 31, 1996 and 1995 F-2
Statements of Income and Retained Earnings for
the two years ended December 31, 1996 and 1995 F-4
Statements of Cash Flows for the two years ended December 31,
1996 and 1995 F-5
Notes to Financial Statements F-7
Unaudited Statements of Income for the Five Months
Ended May 31, 1997 and 1996 I-1
Unaudited Statements of Cash Flows for the Five Months
Ended May 31, 1997 and 1996 I-2
Unaudited Notes to the Financial Statements I-3
Unaudited Pro Forma Condensed Combined Balance Sheet
as of December 31, 1996 P-2
Unaudited Pro Forma Condensed Combined Statement
of Operations for the Six Months Ended June 30, 1997 P-3
Unaudited Pro Forma Condensed Combined Statement
of Operations for the Twelve Months Ended
December 31, 1996 P-4
Notes to Unaudited Pro Forma Condensed Combined Financial
Information for the Six Months Ended June 30, 1997
and as of and for the Year Ended December 31, 1996 P-5
(c) Exhibits
None
3
SIGNATURES
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 hereunto duly authorized.
OHM CORPORATION
Date: May 8, 1998 By: /s/ Anthony J. DeLuca
----------------- ---------------------------
Name: Anthony J. DeLuca
Title: Chief Executive Officer and
President
4
INDEX TO FINANCIAL STATEMENTS AND PRO FORMA
FINANCIAL INFORMATION
Financial Statements
Independent Auditors Report
Balance Sheet at December 31, 1996 and 1995
Statements of Income and Retained Earnings for
the two years ended December 31, 1996 and 1995
Statements of Cash Flows for the two years ended December 31,
1996 and 1995
Notes to Financial Statements
Interim Financial Information
Unaudited Statements of Income for the Five Months Ended May 31, 1997
and 1996
Unaudited Statements of Cash Flows for the Five Months Ended
May 31, 1997 and 1996
Unaudited Notes to the Financial Statements
Pro Forma Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet
as of December 31, 1996
Unaudited Pro Forma Condensed Combined Statement
of Operations for the Six Months Ended June 30, 1997
Unaudited Pro Forma Condensed Combined Statement of Operations
for the Twelve Months Ended December 31, 1996
Notes to Unaudited Pro Forma Condensed Combined Financial Information
for the Six Months Ended June 30, 1997 and as of and for the
Twelve Months Ended December 31, 1996
5
[RODRIGUEZ & ASSOCIATES, P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Beneco Enterprises, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Beneco Enterprises, Inc. as
of December 31, 1996 and 1995, and the related statements of income, retained
earnings, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Beneco Enterprises, Inc. as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/s/ RODRIGUEZ & ASSOCIATES, P.C.
Salt Lake City, Utah
March 31, 1997
F-1
6
BENECO ENTERPRISES, INC.
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
1996 1995
---- ----
ASSETS
CURRENT ASSETS:
Cash $ 4,837,521 $ 4,478,297
Receivables:
Contract receivables (Note 2) 13,402,859 8,021,589
Other receivables -0- 1,000
Costs and estimated earnings in
excess of billings on uncompleted
contracts (Note 1 and 3) 421,693 306,490
Prepaid expenses 19,265 -0-
----------- -----------
TOTAL CURRENT ASSETS 18,681,338 12,807,376
----------- -----------
Property and equipment net of
accumulated depreciation (Note 4) 633,389 648,851
----------- -----------
TOTAL ASSETS $19,314,727 $13,456,227
=========== ===========
See accompanying notes and auditor's report.
F-2
7
BENECO ENTERPRISES, INC.
BALANCE SHEETS (CONTINUED)
DECEMBER 31, 1996 AND 1995
1996 1995
---- ----
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 13,056,764 $ 9,666,055
Billings in excess of costs and
estimated earnings on uncompleted
contracts (Note 1 and 3) 231,182 55,600
Accrued payroll and related taxes 67,482 33,904
Distributions payable (Note 5) 1,100,000 -0-
Accrued liabilities (Note 6) 65,000 40,915
Capital lease payable (Note 9) 14,115 -0-
------------ ------------
TOTAL CURRENT LIABILITIES 14,534,543 9,796,474
STOCKHOLDER'S EQUITY:
Common stock of $.01 par value,
Authorized 5,000,000 shares;
Issued 12,500 shares 125 125
Paid-in capital 267,308 267,308
Retained earnings 4,679,176 3,558,745
Less:
Treasury stock 2,500 shares at cost (Note 7) (166,425) (166,425)
------------ ------------
TOTAL STOCKHOLDER'S EQUITY 4,780,184 3,659,753
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 19,314,727 $ 13,456,227
============ ============
See accompanying notes and auditor's report.
F-3
8
BENECO ENTERPRISES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
---- ----
OPERATING REVENUES
Contract revenues $ 71,829,503 $ 61,657,580
Cost of revenues earned (66,054,996) (57,288,352)
------------ ------------
GROSS PROFIT 5,774,507 4,369,228
OPERATING EXPENSES
General and administrative
expenses 2,157,216 2,286,156
------------ ------------
OPERATING INCOME 3,617,291 2,083,072
------------ ------------
OTHER INCOME (EXPENSES)
Interest income 264,880 221,395
Interest expense (6,917) (1,474)
Gain on sale of assets -0- 6,000
Miscellaneous income 12,507 459
------------ ------------
TOTAL OTHER INCOME 270,470 226,380
------------ ------------
NET INCOME 3,887,761 2,309,452
RETAINED EARNINGS
Balance - beginning of year 3,558,745 3,844,582
Shareholder - distributions (Note 5) (2,767,330) (2,595,289)
------------ ------------
RETAINED EARNINGS, END OF YEAR $ 4,679,176 $ 3,558,745
============ ============
See accompanying notes and auditor's report.
F-4
9
BENECO ENTERPRISES, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 66,448,233 $ 63,775,847
Cash paid to subcontractors (62,984,569) (58,161,802)
Cash paid to suppliers and employees (1,695,328) (3,299,239)
Interest received 264,880 221,395
Interest paid (6,917) (1,474)
Miscellaneous cash received 12,507 459
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,038,806 2 ,535,186
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets -0- 6,000
Capital expenditures (27,367) -0-
Note to related party 1,000 129,567
Cash paid for employee advances (-0-) 575
Payments of cash deposits 14,115 -0-
------------ ------------
NET CASH PROVIDED BY (USED FOR) INVESTING
ACTIVITIES (12,252) 136,142
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid (1,667,330) (3,060,289)
------------ ------------
NET CASH USED FOR FINANCING ACTIVITIES (1,667,330) (3,060,289)
------------ ------------
NET INCREASE (DECREASE) IN CASH 359,224 (388,961)
Cash at beginning of year 4,478,297 4,867,258
------------ ------------
CASH BALANCE AT END OF YEAR $ 4,837,521 $ 4,478,297
============ ============
See accompanying notes and auditor's report.
F-5
10
BENECO ENTERPRISES, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
---- ----
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
NET INCOME $ 3,887,761 $ 2,309,452
----------- -----------
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation 42,829 36,960
Gain on sale of assets -0- (6,000)
Decrease (Increase) in contracts receivable (5,381,270) 2,118,267
Decrease (Increase) in prepaid expense (19,265) 14,583
(Increase) in costs in excess of billings (115,203) (232,452)
(Decrease) Increase in accounts payable 404,746 (60,375)
(Decrease) Increase in contracts payable 2,985,963 (701,864)
(Decrease) Increase in accrued payroll and
related taxes 33,578 (1,004,250)
Increase (Decrease) in accrued liabilities 24,085 40,915
(Decrease) Increase
in billings in excess of costs 175,582 19,950
----------- -----------
TOTAL ADJUSTMENTS (1,848,955) 225,734
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 2,038,806 $ 2,535,186
=========== ===========
See accompanying notes and auditor's report.
F-6
11
BENECO ENTERPRISES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
Beneco Enterprises, Inc.'s (hereafter referred to as the Company)
accounting policies conform to generally accepted accounting principles. The
Company operates principally in the construction industry as a contract
management specialist. The following policies are considered to be significant.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
INCOME RECOGNITION - CONSTRUCTION CONTRACTS
Revenues from contracts are recognized on the percentage-of-completion
accrual method of accounting. Profits on contracts are recorded on the basis of
"cost-to-cost" determination of percentage of completion on individual
contracts, commencing when progress reaches a point where costs, estimate
analysis, and other evidence of trends are sufficient to estimate final results
with reasonable accuracy. That portion of the total contract price which is
allocable to contract expenditures incurred and work performed is accrued as
earned income. When a loss on a contract becomes known, the entire amount of the
estimated ultimate loss is accrued. Claims for additional revenue are recognized
when settled.
COSTS AND BILLINGS ON CONSTRUCTION CONTRACTS
The asset, "Costs and estimated earnings in excess of billings on
uncompleted contracts," represents the amount by which costs of contracts in
progress plus estimated earned profit exceed related progress billings. The
liability, "Billings in excess of costs and estimated earnings on uncompleted
contracts," represents the amount by which progress billings exceed contract
costs in progress.
CLASSIFICATION OF CURRENT ASSETS AND LIABILITIES
The Company included in current assets and liabilities amounts
realizable and payable under construction contracts which may extend beyond one
year.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation expense is
computed principally on the straight-line method in amounts sufficient to write
off the costs of depreciable assets over their useful lives. Normal maintenance
and repair items are charged to costs and expensed as incurred. The costs and
accumulated depreciation of property and equipment sold or otherwise retired are
removed from the accounts and a gain or loss on disposition is reflected in net
income.
F-7
12
STATEMENT OF CASH FLOWS
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
INCOME TAXES
Revenues earned on long-term construction contracts are reported on a
percentage of completion method for both financial statement reporting and tax
reporting purposes. Revenues recognized for tax purposes are reported in
accordance with Internal Revenue Code Section 460. Depreciation is computed on
the straight-line method of accounting for financial statement reporting, and on
the accelerated depreciation and the modified accelerated cost recovery system
method for tax reporting purposes.
S-CORPORATION ELECTION
During the year ended December 31, 1991, the Company, with the consent
of its shareholder, elected to be an S-Corporation beginning January 1, 1991 and
thereafter under the Internal Revenue Code. In lieu of Corporate income taxes,
the shareholder of the S-Corporation is taxed on the Company's taxable income.
Therefore, no provision or liability for Federal income taxes has been included
in the financial statements.
NOTE 2 - CONTRACT RECEIVABLES
Contract receivables due to the Company consist primarily of
construction contracts with the federal government. Contract receivables for the
years ended December 31,1996 and 1995 are as follows:
1996 1995
---- ----
CONTRACT RECEIVABLES BILLED:
Completed Contracts $ 150,908 $ 244,320
Contracts in Progress 13,251,951 7,777,269
----------- ----------
TOTAL CONTRACT RECEIVABLES $13,402,859 $8,021,589
=========== ==========
NOTE 3- COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
DECEMBER 31, DECEMBER 31,
------------ ------------
1996 1995
------------ ------------
Costs incurred on uncompleted contracts $ 93,861,216 $ 98,309,925
Estimated earnings 8,095,857 10,481,783
------------- -------------
101,957,073 108,791,708
Less: billings to date (101,766,562) (108,540,818)
------------- -------------
$ 190,511 $ 250,890
============= =============
Included in accompanying balance sheets under
the following captions:
DECEMBER 31, DECEMBER 31,
------------ ------------
1996 1995
------------ ------------
Cost and estimated earnings in excess of
billings on uncompleted contracts $ 421,693 $ 306,490
Billings in excess of costs and estimated
earnings on uncompleted contracts (231,182) (55,600)
------------- -------------
$ 190,511 $ 250,890
============= =============
F-8
13
NOTE 4- PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 1996 and 1995 is detailed in
the following summary:
1996 1995
---- ----
FIXED ACCUMULATED NET BOOK NET BOOK
ASSETS DEPRECIATION VALUE VALUE
------ ------------ -------- --------
Land $ 26,917 $ -0- $ 26,917 $ 26,917
Buildings 587,089 45,161 541,928 556,982
Automotive equipment 8,656 8,656 -0- -0-
Office machines 86,342 64,766 21,576 9,862
Furniture and fixtures 73,064 30,096 42,968 52,984
Equipment and tools 188,853 188,853 -0- 2,106
-------- -------- -------- --------
TOTAL PROPERTY AND EQUIPMENT $970,921 $337,532 $633,389 $648,851
======== ======== ======== ========
Depreciation expense for the years ended December 31, 1996 and 1995 was $42,829
and $36,960, respectively.
NOTE 5 - DISTRIBUTIONS PAYABLE
During the years ended December 31, 1996 and 1995, distributions
amounting to $2,767,330 and $2,595,289, respectively, were accrued and paid. Of
these amounts, $1,100,000 and -0- in distributions were accrued for 1996 and
1995 respectively. These accruals were made to cover estimated shareholder
income taxes which were related to the income and expenses of the S-Corporation.
NOTE 6 - ACCRUED LIABILITIES
LITIGATION
During the year ended December 31, 1996, the Company was a party to
five lawsuits, all in the ordinary course of business. Outside counsel for the
Company has advised that at this stage they cannot offer an opinion as to four
of the suits probable outcome. In the opinion of management, the ultimate
liabilities, if any, resulting from these claims will not have a material
adverse effect on the financial position or results of operations of the
Company.
The fifth suit has been settled by arbitration. The suit was filed by a
subcontractor for alleged non-payment for materials supplied to the Company. The
settlement reached by the arbitrator requires the Company to pay $65,000 to the
plaintiff. A liability has been recorded to reflect the outcome of this
litigation.
NOTE 7 - TREASURY STOCK
During 1992, Bennie Smith, Jr. sold 2,500 shares of stock to Beneco
Enterprises, Inc. for $166,425. The Company reports treasury stock on the cost
basis.
NOTE 8 - LEASE COMMITMENTS
Operating leases covering automobiles and office space are cancelable
and subject to annual renewal options. Operating lease expense for the years
ended December 31, 1996 and 1995 amounted to $94 and $3,701 respectively.
NOTE 9- CAPITAL LEASE
The Company entered into a capital lease of equipment during the
current year. Accordingly, the company has capitalized the equipment in the
amount of $19,637 less accumulated depreciation of $2,805 as of December 31,
1996. The lease will expire during 1997 and the future minimum lease payments
are as follows:
1997 $14,115
1998 and after -0-
-------
Total Payments $14,115
=======
F-9
14
NOTE 10- RETIREMENT PLAN
The Company has a 401(k) employee benefit plan covering substantially
all employees who have completed at least six months of service and met minimum
age requirements. The Company has the discretion to make matching contributions
to the plan. The Company did not make any contributions during 1996 and 1995.
F-10
15
BENECO ENTERPRISES, INC.
STATEMENTS OF INCOME (UNAUDITED)
FOR THE FIVE MONTHS ENDED MAY 31,
---------------------------------
1997 1996
---- ----
Operating Revenues
Contract revenues $ 28,579,932 $ 23,240,202
Cost of revenues earned (28,135,913) (21,371,879)
------------ ------------
Gross Profit 444,019 1,868,323
Operating Expenses
General and administrative expenses (1,653,600) (697,960)
------------ ------------
Operating (Loss) Income (1,209,581) 1,170,363
Other Income (Expense)
Interest income 155,799 85,701
Interest expense -- (2,238)
Miscellaneous income 6,077 4,046
------------ ------------
Total other income 161,876 87,509
------------ ------------
Net Income $ (1,047,705) $ 1,257,872
============ ============
I-1
16
BENECO ENTERPRISES, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE FIVE MONTHS ENDED MAY 31,
---------------------------------
1997 1996
---- ----
Cash flows from operating activities
Net (loss) income $ (278,705) $ 1,257,872
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 17,476 13,857
Decrease (increase) contract receivables 8,482,770 (1,741,092)
Decrease (increase) cost in excess of billings 421,693 (37,274)
Decrease (increase) prepaids 19,342 (6,233)
Increase (decrease) accounts payable (9,325,403) 1,097,053
Increase accrued payroll 412,110 10,864
Increase reserve for loss contracts 1,027,000 --
Increase (decrease) accrued expenses (65,000) 7,793
Increase (decrease) billings in excess (231,182) 56,809
----------- -----------
Net cash provided by operating activities 480,101 659,649
----------- -----------
Cash flows from investing activities
Capital expenditures (92,000) (8,855)
Proceeds on note to related party -- 324
Receipts of cash deposits -- 4,567
----------- -----------
Net cash (used for) investing activities (92,000) (3,964)
----------- -----------
Cash flows from financing activities
Proceeds on notes 56,412 --
Distributions paid (2,673,795) (539,458)
----------- -----------
Net cash used for financing activities (2,617,383) (539,458)
----------- -----------
Net increase (decrease) in cash (2,229,282) 116,227
Cash at beginning of year 4,837,521 4,478,296
----------- -----------
Cash balance at end of period $ 2,608,239 $ 4,594,523
=========== ===========
I-2
17
BENECO ENTERPRISES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
Beneco Enterprises, Inc. (hereafter referred to as the Company) is a
provider of project, program and construction management services to the
Department of Defense and other government agencies throughout the United
States.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
related disclosures at the date of the financial statements. Actual results
could differ from those estimates.
INCOME RECOGNITION - CONSTRUCTION CONTRACTS
Revenues from contracts are recognized on the percentage of completion
accrual method of accounting. Profits on contracts are recorded on the basis of
"cost-to-cost" determination of percentage of completion on individual
contracts, commencing when progress reaches a point where costs, estimate
analysis, and other evidence of trends are sufficient to estimate final results
with reasonable accuracy. That portion of the total contract price which is
allocable to contract expenditures incurred and work performed is accrued as
earned income. When a loss on a contract becomes known, the entire amount of the
estimated ultimate loss is accrued. Claims for additional revenue are recognized
when settled.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation expense is
computed principally on the straight-line method in amounts sufficient to write
off the costs of depreciable assets over their useful lives. Normal maintenance
and repair items are charged to costs and expensed as incurred. The costs and
accumulated depreciation of property and equipment sold or otherwise retired are
removed from the accounts and a gain or loss on disposition is reflected in net
income.
STATEMENT OF CASH FLOWS
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
S-CORPORATION ELECTION
During the year ended December 31, 1991, the Company, with the consent of
its shareholders, elected to be an S-Corporation beginning January 1, 1991 and
thereafter under the Internal Revenue Code. In lieu of Corporate income taxes,
the shareholder of the S-Corporation is taxed on the Company's taxable income.
Therefore, no provision or liability for Federal income taxes has been included
in the financial statements.
2. LEASE COMMITMENTS
Operating leases covering automobiles and office space are cancelable and
subject to annual renewal options.
3. RETIREMENT PLAN
The Company has a 401(k) employee benefit plan covering substantially all
employees who have completed at least six months of service and met minimum age
requirements. The Company has the discretion to make matching contributions to
the plan. The Company did not make any contributions during the periods ended
1997 and 1996.
4. LOSS CONTRACT AT RANDOLPH AIR FORCE BASE
During the period ended May 31, 1997, the Company determined that the
Randolph Air Force Base contract would be completed at a loss. In accordance
with Statement of Position 81-1, Accounting for Performance of Construction-Type
and Certain Production- Type Contracts, the estimated loss at completion of
$1,027,000 has been recognized as cost of revenues earned. Work on the contract
began in the fourth quarter of 1996 and was bid with the intention of using
subcontracted labor. Problems with subcontractors surfaced in early 1997 and
caused Beneco to correct work and begin self performing much of the contract.
The cost of self performance was more than contemplated in the original
estimates. In addition, turnover of Beneco employees in early 1997 further added
to the losses.
I-3
18
OHM CORPORATION AND BENECO ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION FOR THE SIX
MONTHS ENDED JUNE 30, 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1996
The following unaudited pro forma condensed combined balance sheet as of
December 31, 1996 and the unaudited pro forma condensed combined statements of
operations for the six months ended June 30, 1997 and the twelve months ended
December 31, 1996 have been prepared to give effect to the purchase by OHM
Corporation (the "Company") of all of the outstanding shares of Beneco
Enterprises, Inc. ("Beneco"), as if the transaction had occurred on January 1,
1996 for the pro forma condensed combined statements of operations and on
December 31, 1996 for the pro forma condensed combined balance sheet. The pro
forma condensed combined financial information has been prepared utilizing the
audited historical consolidated financial statements and accompanying notes.
The pro forma condensed combined financial information has been prepared
using the purchase method of accounting for the acquisition of Beneco. Under
this method of accounting, an allocation of the purchase price consideration has
been made based upon preliminary estimates of the fair values of the net assets
of Beneco. The actual purchase accounting adjustments to reflect the fair values
of the net assets acquired from Beneco will be based upon management's
evaluation of such assets, and, accordingly, the adjustments that have been used
in the pro forma condensed combined financial information are subject to change
pending the final allocation of the purchase price.
The pro forma condensed combined financial information does not reflect the
cost savings expected to be achieved from operating synergies as a result of the
combination. Accordingly, the following pro forma condensed combined financial
information does not purport to be indicative of the financial position or
results of operations that would have been reported had this transaction
occurred on the dates indicated above, nor the financial condition or results of
operations which will be reported in the future.
P-1
19
OHM CORPORATION AND BENECO ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1996
(IN THOUSANDS)
HISTORICAL PRO FORMA
---------- ---------
THE PRO FORMA
COMPANY BENECO ADJUSTMENTS (1) COMBINED
------- ------ --------------- --------
ASSETS
Current Assets:
Cash and cash equivalents $ 14,002 $ 4,837 -- $ 18,839
Accounts receivable 85,461 13,403 -- 98,864
Costs and estimated earnings
on contracts in process in
excess of billings 56,303 422 -- 56,725
Other current assets 31,666 19 -- 31,685
Deferred income taxes 10,513 -- 313(2) 10,826
-------- ------- --------- --------
197,945 18,681 313 216,939
-------- ------- --------- --------
Property and Equipment, net
of accumulated depreciation 70,521 633 185(3) 71,339
-------- ------- --------- --------
Other Noncurrent Assets:
Intangible assets relating
to acquired businesses,
net 33,534 -- 9,573(1) 43,107
Deferred income taxes 3,563 -- 313(2) 3,876
Other assets 30,974 -- -- 30,974
-------- ------- --------- --------
68,071 -- 9,886 77,957
-------- ------- --------- --------
Total Assets $336,537 $19,314 $ 10,384 $366,235
======== ======= ========= ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities:
Accounts payable $ 69,230 $13,057 -- $ 82,287
Other accrued liabilities 34,373 1,477 464(4) 36,314
-------- ------- --------- --------
103,603 14,534 464 118,601
-------- ------- --------- --------
Noncurrent Liabilities:
Long-term debt 52,972 -- 14,700(1) 67,672
Other noncurrent liabilities 5,390 -- -- 5,390
-------- ------- --------- --------
58,362 -- 14,700 73,062
-------- ------- --------- --------
Shareholders' Equity 174,572 4,780 (4,780) 174,572
-------- ------- --------- --------
Total Liabilities and
Shareholders' Equity $336,537 $19,314 $ 10,384 $366,235
======== ======= ========= ========
P-2
20
OHM CORPORATION AND BENECO ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL
----------
BENECO PRO FORMA
FIVE MONTHS ---------
THE ENDED PRO FORMA
COMPANY MAY 31, 1997 ADJUSTMENTS(1) COMBINED
------- ------------ -------------- --------
Revenue $ 237,811 $ 28,580 -- $ 266,391
Cost of services 206,086 28,136 -- 234,222
--------- -------- -------- ---------
Gross Profit 31,725 444 -- 32,169
Claims settlement costs
and other 37,877 -- -- 37,877
Selling, gen. & admin
expenses 21,900 1,653 147 23,700
--------- -------- -------- ---------
Operating Income (Loss) (28,052) (1,209) (147) (29,408)
--------- -------- -------- ---------
Other (income) expenses:
Interest expense, net 2,501 (156) 408(6) 2,753
Equity in net earnings
of affiliate (185) -- -- (185)
Write-down of investment
in NSC Corporation 14,949 -- -- 14,949
Miscellaneous, net 223 (5) -- 218
--------- -------- -------- ---------
17,488 (161) 408 17,735
--------- -------- -------- ---------
Income (loss) before income
taxes (45,540) (1,048) (555) (47,143)
Income taxes (benefit) (15,369) -- (641)(7) (16,010)
--------- -------- -------- ---------
Net Income (Loss) $ (30,171) $ (1,048) $ 86 $ (31,133)
========= ======== ======== =========
Net Income Per Share $ (1.11) $ (1.15)
========= =========
Weighted number of common
and common equivalent
shares outstanding 27,092 27,092
========= =========
P-3
21
OHM CORPORATION AND BENECO ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL PRO FORMA
---------- ---------
THE PRO FORMA
COMPANY BENECO ADJUSTMENTS(1) COMBINED
------- ------ -------------- --------
Revenue $ 550,984 $ 71,830 -- $ 622,814
Cost of services 478,924 66,055 -- 544,979
--------- -------- ------- ---------
Gross Profit 72,060 5,775 -- 77,835
Selling, gen. & admin
expenses 49,250 2,157 351(5) 51,758
--------- -------- ------- ---------
Operating Income (Loss) 22,810 3,618 (351) 26,077
--------- -------- ------- ---------
Other (income) expenses:
Interest expense, net 6,963 (258) 978(6) 7,683
Equity in net earnings
of affiliate (748) -- -- (748)
Miscellaneous, net (296) (12) -- (308)
--------- -------- ------- ---------
5,919 (270) 978 6,627
--------- -------- ------- ---------
Income (loss) before
income taxes 16,891 3,888 (1,329) 19,450
Income taxes (benefit) 5,376 -- 1,024(7) 6,400
--------- -------- ------- ---------
Net Income (Loss) $ 11,515 $ 3,888 $(2,353) $ 13,050
========= ======== ======= =========
Net Income Per Share $ 0.43 $ 0.49
========= =========
Weighted number of common
and common equivalent
shares outstanding 26,844 26,844
========= =========
P-4
22
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION FOR
THE SIX MONTHS ENDED JUNE 30, 1997 AND AS OF AND FOR THE YEAR ENDED DECEMBER 31,
1996
(1) Pursuant to the Stock Purchase Agreement by and among OHM Corporation,
Beneco Enterprises, Inc., Bennie Smith, Jr., Robert Newberry and Scott Doxey
(the "Agreement"), the Company paid Beneco $14,700,000 of consideration
($9,700,000 cash and $5,000,000 in unsecured promissory notes (the "Notes"),
bearing interest at 7.25%, due and payable June 17, 1998) for all of the
outstanding shares of Beneco. The acquisition of Beneco was funded through
borrowings under the Company's existing revolving credit facility. The following
is the preliminary allocation of the purchase price to the assets and
liabilities acquired (in thousands):
Consideration transferred by the Company:
Cash $ 9,700
Promissory notes 5,000
-------
$14,700
=======
Allocation of Purchase Price:
Net assets of Beneco $ 4,780
Deferred taxes - Note (2) 626
Increase in value of fixed assets - Note (3) 185
Increase in other accrued liabilities - Note (4) (464)
Goodwill (40 year life) 8,799
Assembled workforce (7 year life) 428
Trade name (5 year life) 346
-------
$14,700
=======
(2) To record the tax effect of purchase accounting adjustments under Statement
of Financial Accounting Standards No. 109 at a 40% estimated pro forma combined
effective tax rate.
(3) To record an increase to property and equipment to reflect the estimated
fair value of certain of Beneco's property.
(4) To record (i) a $164,000 valuation reserve for acquired contracts in process
which will allow the Company to achieve reasonable operating margins on the
effort it expends to complete this contract, and (ii) a $300,000 reserve for
acquisition transaction costs and other.
(5) To record the amortization of goodwill and other intangible assets as
follows (in thousands):
FOR THE TWELVE FOR THE SIX
MONTHS ENDED MONTHS ENDED
DECEMBER 31, 1996 JUNE 30, 1997
----------------- -------------
Goodwill $220 $ 92
Tradename 70 26
Assembled workforce 61 29
---- ----
$351 $147
==== ====
(6) To record an increase in interest expense resulting from (i) the issuance of
the notes under the terms of the Agreement, and (ii) borrowings made under the
Company's revolving credit agreement for cash payments made under the terms of
the Agreement. The interest rate used for this assumption is 6.3467% based on
the variable rate borrowings of the Company at the date of the acquisition for
the $9,700,000 cash paid and 7.25% for the $5,000,000 promissory notes. A
one-eighth percent change in interest rates has the effect of increasing or
decreasing interest expense by $12,000 on an annual basis.
(7) To record the income tax effect of the pro forma adjustments at a 40%
estimated pro forma combined effective tax rate and to reflect the tax effects
of changing from a subchapter S to a subchapter C corporation.
P-5