EXHIBIT 99
Information provided by the Company from time to time may contain "forward-
looking statements" as defined by the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are subject to risks and uncertainties
including, but not limited to, those discussed below, which could cause actual
results to differ materially from those projected in the forward-looking
statement.
1. The Company's business is labor intensive and, accordingly, is affected by
the availability of qualified personnel and the cost of labor. Contraction of
the labor market in the various regions of the United States where the Company
has its principal operations, whether caused by high economic growth in such
regions or any other factors, may increase the Company's direct costs through
higher wages and increased amounts of unbilled overtime. Employee turnover can
result in increased recruiting, screening and training costs and affect the
quality of service performed by the Company. In addition, while the Company's
customer agreements typically adjust the billing rate based on changes in any
law, ruling or collective bargaining agreement causing change in wage rates or
other costs, competitive pricing conditions in the industry may constrain the
Company's ability to adjust its billing rates to reflect such increased costs.
2. The Company has a significant amount of debt compared to stockholders'
equity. The degree to which the Company is leveraged could have important
consequences to the Company's operations, including (i) the Company's ability to
obtain additional financing in the future for working capital, capital
expenditures, acquisitions, general corporate purposes or other purposes may be
limited; (ii) a significant portion of the Company's cash flow from operations
must be dedicated to the payment of principal and interest on its indebtedness,
thereby reducing the funds available to the Company for its operations; (iii)
certain of the Company's borrowings are and will continue to be at variable
rates of interest, which could result in higher interest expenses in the event
of increases in interest rates; (iv) such indebtedness contains and will contain
financial and restrictive covenants, the failure to comply with which may result
in an event of default which, if not cured or waived, could have a material
adverse effect on the Company.
3. The Company continues to remain responsible for certain liabilities of
businesses which the Company discontinued or disposed of in prior years,
consisting primarily of environmental liabilities and indemnity obligations
under contracts for sale of businesses. Although the Company believes that any
liabilities remaining with respect to discontinued operations (including any
potential environmental liabilities) will not have a material adverse effect on
its financial position or operating results, no assurance can be given as to the
ultimate outcome with respect to such liabilities.
4. Due to the nature of the Company's security services business, its
operations are subject to a variety of federal, state, county and municipal
laws, regulations and licensing requirements. Changes in such laws, regulations
and licensing requirements may constrain the Company's ability to provide
services to customers or increase the costs of such services. Competitive
pricing conditions in the industry may constrain the Company's ability to adjust
its billing rates to reflect
such increased costs.
5. The nature of the Company's services potentially exposes it to greater risks
of liability for employee acts, injuries (including workers' compensation
claims) or omissions than may be posed by other service businesses. The Company
carries insurance of various types, including workers' compensation, automobile
and general liability coverage. These policies include deductibles per
occurrence for which the Company is self-insured. While the Company seeks to
maintain appropriate levels of insurance, there can be no assurance that the
Company will avoid significant future catastrophic claims or adverse publicity
related thereto. There can be no assurance that the Company's insurance will be
adequate to cover the Company's liabilities or that such insurance coverage will
remain available at acceptable costs. A successful claim brought against the
Company for which coverage is denied or which is in excess of its insurance
coverage could have a material adverse effect on the Company's business,
financial condition and results of operations.
6. The Company intends to grow by pursuing acquisitions when attractive
opportunities arise. However, there can be no assurance that the Company will
complete acquisitions at favorable prices, that such acquisitions will be
successfully integrated into the Company's existing operations or that such
acquisitions will not be dilutive to earnings. In addition, the need to focus
management's attention on integration of acquired businesses may limit the
Company's ability to pursue other opportunities related to its business.
7. The protective services industry generally is highly fragmented and very
competitive. The Company's physical security unit competes in a business
environment with low barriers to entry, while its electronic security unit
competes in a business environment characterized by relatively high capital
investment due to the equipment and technology required. Consequently, the
Company's business is subject to additional competition and the introduction of
new technology or enhancements to existing technology. Some of the Company's
competitors are materially larger than the Company and have greater financial
and other resources available to them. Given the Company's high degree of
leverage and the restrictions on capital spending contained in its credit
facilities, there can be no assurance that the Company will be able to maintain
levels of spending required to provide customers with advanced technological
equipment.
-2-
SCHEDULE II
BORG-WARNER SECURITY CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
($ MILLIONS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- ---------- ----------------------- ---------- ----------
Years Ended December 31, (1) (2)
Balance at Charged to Charged to Balance at
Beginning Costs and Other Close of
Description of Period Expenses Accounts Deductions Period
- ----------- --------- ---------- ---------- ---------- ----------
1995
Allowance for Doubtful Accounts $7.4 $4.4 $2.3 $7.3 $6.8
========= ========== ========== ========== ==========
1996
Allowance for Doubtful Accounts $6.8 $2.7 $3.1 $6.3 $6.3
========= ========== ========== ========== ==========
1997
Allowance for Doubtful Accounts $6.3 $5.3 $0.5 $7.2 $4.9
========= ========== ========== ========== ==========