1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 28, 1998
Commission File Number 1-8368
LAIDLAW ENVIRONMENTAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 51-0228924
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 Gervais Street Columbia, Suite 300, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
(803) 933-4210 (Registrant's telephone number, including area code)
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(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 X No
----- -----
The number of shares of the issuer's common stock outstanding as of
April 7, 1998 was 338,398,600.
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
INDEX
PART 1 FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Statements of Income for the Three and Six Month
Periods Ended February 28, 1998 and 1997 3
Consolidated Balance Sheets as of February 28, 1998
and August 31, 1997 4
Consolidated Statements of Cash Flows for the Six Month
Periods Ended February 28, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations
8
PART II OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 6 Exhibits and Reports on Form 8-K 14
Signatures 18
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
($ in Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended Six Months Ended
February 28, February 28,
------------------------- -------------------------
1998 1997 1998 1997
- -----------------------------------------------------------------------------------------------------------
Revenues $ 173,215 $ 140,627 $ 384,767 $ 313,192
Expenses:
Operating 123,780 100,903 269,105 225,644
Depreciation and amortization 10,924 14,219 24,819 29,537
Selling, general and administrative 18,835 16,336 39,236 33,943
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Total expenses 153,539 131,458 333,160 289,124
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Operating income 19,676 9,169 51,607 24,068
Allocated interest expense -- 5,831 -- 16,281
Interest expense (net of amount capitalized) 14,350 2,348 29,489 2,348
Other income 743 746 1,243 1,912
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Income from continuing operations
before income tax 6,069 1,736 23,361 7,351
Income tax expense 2,328 357 9,555 1,557
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Income from continuing operations
before minority interest 3,741 1,379 13,806 5,794
Minority interest (185) 371 (106) (456)
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Income from continuing operations 3,556 1,750 13,700 5,338
Loss from discontinued operations -- (917) -- (214)
===========================================================================================================
Net income $ 3,556 $ 833 $ 13,700 $ 5,124
===========================================================================================================
Basic income per share:
Income from continuing operations $ 0.020 $ 0.015 $ 0.075 $ 0.044
Loss from discontinued operations -- (0.008) -- (0.002)
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Net income $ 0.020 $ 0.007 $ 0.075 $ 0.042
===========================================================================================================
Weighted average common stock
outstanding (000s) 182,283 120,000 181,523 120,000
===========================================================================================================
Diluted income per share:
Income from continuing operations $ 0.019 $ 0.015 $ 0.069 $ 0.044
Loss from discontinued operations -- (0.008) -- (0.002)
- -----------------------------------------------------------------------------------------------------------
Net income $ 0.019 $ 0.007 $ 0.069 $ 0.042
===========================================================================================================
Weighted average common stock outstanding
and assumed conversions (000s) 182,642 120,000 275,306 120,000
===========================================================================================================
See accompanying Notes to Consolidated Financial Statements.
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
February 28,
1998 August 31,
($ in Thousands) (Unaudited) 1997
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ASSETS
Current assets
Cash and cash equivalents $ 11,766 $ 11,160
Trade and other accounts receivable 186,273 210,914
Inventories 7,857 7,927
Deferred income taxes 13,727 13,027
Other current assets 17,280 8,512
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Total current assets 236,903 251,540
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Long-term investments 69,618 51,909
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Land, landfill sites and improvements 435,023 499,326
Buildings 418,778 419,779
Machinery and equipment 581,184 607,296
Construction in process 17,367 15,608
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Property, plant and equipment 1,452,352 1,542,009
Less: Accumulated depreciation and amortization (308,747) (305,440)
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Net property, plant and equipment 1,143,605 1,236,569
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Goodwill 68,890 70,527
Deferred charges 9,646 333
=========================================================================================================
Total assets $ 1,528,662 $ 1,610,878
=========================================================================================================
LIABILITIES
Current liabilities
Accounts payable $ 64,202 $ 48,148
Accrued liabilities 79,557 115,211
Current portion of long-term debt 19,233 12,086
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Total current liabilities 162,992 175,445
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Deferred items
Income taxes 56,677 49,790
Other 165,251 179,668
Long-term debt 444,014 528,010
Subordinated convertible debenture 350,000 350,000
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Total liabilities 1,178,934 1,282,913
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Commitments and contingencies -- --
STOCKHOLDERS' EQUITY
Common stock, par value $1.00 per share; authorized 750,000,000;
issued and outstanding 182,286,897; August 31, 1997-180,435,311 182,287 180,435
Additional paid-in capital 392,512 385,200
Cumulative foreign currency translation adjustment (2,971) --
Net unrealized gain on securities available for sale 1,870 --
Accumulated deficit (223,970) (237,670)
- ---------------------------------------------------------------------------------------------------------
Total stockholders' equity 349,728 327,965
=========================================================================================================
Total liabilities and stockholders' equity $ 1,528,662 $ 1,610,878
=========================================================================================================
See accompanying Notes to Consolidated Financial Statements
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in Thousands)
(Unaudited)
Six Months Ended
February 28,
-------------------------
1998 1997
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Cash flows from operating activities:
Net Income $ 13,700 $ 5,124
Adjustments to reconcile net income to net cash
provided by (used in) operations:
Depreciation and amortization 24,819 30,742
Deferred income taxes 5,986 500
Change in accounts receivable 18,304 7,345
Change in accounts payable, accrued liabilities and deferred liabilities (18,803) (56,349)
Decrease in liabilities assumed upon acquisition (20,237) --
Restructuring charge payments (7,658) --
Change in other, net (10,195) 4,094
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Net cash provided by (used in) operating activities 5,916 (8,544)
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Cash flows from investing activities:
Purchase of property, plant and equipment (16,431) (13,369)
Proceeds from sales of property, plant and equipment 7,936 1,500
Net increase in long-term investments (13,042) (400)
Proceeds from sale of assets held for sale 33,675 --
Increase in deferred charges (9,473) --
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Net cash provided by (used in) investing activities 2,665 (12,269)
- ----------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Issuance of common stock on exercise of stock options 414 --
Bank overdraft (included in accounts payable) 26,432 --
Repayment of long-term debt (34,640) (1,510)
Advances from Laidlaw Inc. -- 22,323
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Net cash provided by (used in) financing activities (7,794) 20,813
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Effect of exchange rate changes on cash (181) --
- ----------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 606 --
Cash and cash equivalents at:
Beginning of period 11,160 --
==========================================================================================================
End of period $ 11,766 $ --
==========================================================================================================
NONCASH INVESTING AND FINANCING ACTIVITIES:
Net unrealized gain on securities available for sale $ 1,870 $ --
Issuance of common stock to satisfy interest payment due on
November 15, 1997 on subordinated convertible debenture $ 8,750 $ --
Noncash transactions arising from sale of assets held for sale:
Promissory note receivable $ 8,000 $ --
Reduction of debt $ 40,814 $ --
==========================================================================================================
See accompanying Notes to Consolidated Financial Statements.
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
Notes to Consolidated Financial Statements
For the Six Months Ended February 28, 1998
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X and, therefore, do not include all of the disclosures
required by generally accepted accounting principles for annual financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation of the interim period results have been included; all
such adjustments are of a normal recurring nature. Operating results for the
three and six month periods ended February 28, 1998 are not necessarily
indicative of the results that may be expected for the full fiscal year ending
August 31, 1998. These statements should be read in conjunction with the
consolidated financial statements, including the accounting policies, and notes
thereto included in the Registrant's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on October 31, 1997. Certain amounts as of
August 31, 1997 have been reclassified to conform to the current period's
presentations.
In October 1996, the American Institute of Certified Public Accountants
issued Statement of Position 96-1 "Environmental Remediation Liabilities" ("SOP
96-1"). This SOP was adopted by the Company for the fiscal year beginning
September 1, 1997. SOP 96-1 provides that environmental remediation liabilities
should be accrued when the criteria of Statement of Financial Accounting
Standards ("SFAS") No. 5, "Accounting for Contingencies" are met and it includes
benchmarks to aid in the determination of when environmental remediation
liabilities should be recognized. SOP 96-1 also provides guidance with respect
to the measurement of the liability and the display and disclosure of
environmental remediation liabilities in the financial statements. The adoption
of this SOP did not have a material impact on the Company's financial condition
or net income.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128 Earnings per Share (SFAS
128). This standard is effective for financial statements issued for periods
after December 15, 1997, with restatement of all prior period earnings per share
("EPS") data presented. This statement requires the presentation of basic and
diluted EPS. Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted average number of shares
outstanding for the period. Diluted EPS gives effect to all dilutive potential
common shares that were outstanding during the period. All earnings per share
information has been restated in accordance with SFAS 128.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
Legal Proceedings:
TAX MATTERS. The consolidated federal income tax returns of Laidlaw
Transportation, Inc. and its U.S. subsidiaries (collectively, "LTI") (which
until May 15, 1997, included certain of the subsidiaries of the Company) for the
fiscal years ended August 31, 1986, 1987 and 1988, have been under audit by the
Internal Revenue Service. In March 1994, LTI received a statutory notice of
deficiency proposing that LTI pay additional taxes relating to disallowed
deductions in those income tax returns. The principal issue involved, relates to
the timing and the deductibility for tax purposes of interest attributable to
loans owning to related foreign persons. LTI has petitioned the United States
Tax Court (captioned as Laidlaw Transportation, Inc. & Subsidiaries et al. vs.
Commissioner of Internal Revenue, Docket Nos. 9361-94 and 9362-94) for a
redetermination of claimed deficiencies of approximately $49.6 million (plus
interest of approximately $87.4 million as of February 28, 1998). In October
1997, LTI received a statutory notice of deficiency proposing that the
subsidiaries pay additional taxes of approximately $143.5 million (plus interest
of approximately $136.9 million as of February 28, 1998) relating to disallowed
deductions in federal income tax returns for the fiscal
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years ended August 31, 1989, 1990 and 1991, based on the same issues. LTI
intends to vigorously contest these claimed deficiencies. The Company
anticipates that the Internal Revenue Service will propose adjustments for the
same issue in subsequent taxation years. Pursuant to the February 6, 1997 Stock
Purchase Agreement between Rollins Environmental Services, Inc. ("Rollins") and
Laidlaw Inc. ("Laidlaw"), Laidlaw and LTI agreed to be responsible for any tax
liabilities resulting from these matters. The Company believes that the ultimate
disposition of these issues will not have a materially adverse effect upon the
Company's consolidated financial position or results of operations.
NOTE 3 - STOCKHOLDERS' EQUITY
Changes in the components of stockholders' equity since September 1,
1997 are as follows ($ in thousands):
Cumulative
Foreign Unrealized
Additional Currency Gain on Assets Total
Common Paid-in Translation Available for Accumulated Stockholders
Stock Capital Adjustment Sale Deficit Equity
----- ------- ---------- ---- ------- ------
Balance at September 1, 1997 $180,435 $385,200 $ -- $ -- $(237,670) $ 327,965
Net income for period -- -- -- -- 13,700 13,700
Exercise of stock options 136 278 -- -- -- 414
Issuance of shares (Note A) 1,716 7,034 -- -- -- 8,750
Unrealized gain
on securities
available for sale -- -- -- 1,870 -- 1,870
Cumulative foreign currency
translation adjustments -- -- (2,971) -- -- (2,971)
-------- -------- ------- --------- --------- ---------
Balance at February 28, 1998 $182,287 $392,512 $(2,971) $ 1,870 $(223,970) $ 349,728
======== ======== ======= ========= ========= =========
Note A: To satisfy interest payment due on November 15, 1997 on subordinated
convertible debenture.
At February 28, 1998, the Company had issued and outstanding
182,286,897 shares of its $1 par value common stock. For accounting purposes,
120 million of these shares were deemed outstanding in all prior periods and
60,375,811 were deemed to have been issued on May 15, 1997, at $2.75 per share,
as consideration for the acquisition of Rollins by the Company.
During the period ended November 30, 1997, the Company purchased equity
securities classified as available for sale and accordingly are reported at fair
value at February 28, 1998, with unrealized gains excluded from earnings and
reported net of deferred income taxes as a separate component of stockholders'
equity.
NOTE 4 - SALE OF ASSETS
On December 18, 1997, the Company sold its municipal solid waste
landfill in Carbon County, Utah to Allied Waste Industries, Inc. The total
consideration received by the Company was $90 million, consisting of $19 million
in cash, assumed debt of approximately $51 million, a promissory note for $10
million with interest at 7% due March 1, 2000, and $10 million contingently
receivable March 1, 2000, upon the satisfaction of
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certain earnings targets. As well, the Company was reimbursed $14.7 million in
cash for trust funds securing obligations of the landfill. The transaction
resulted in no gain or loss.
NOTE 5 - SUBSEQUENT EVENTS
The Company announced on April 1, 1998 that 94% of Safety-Kleen Corp.
shareholders had accepted its exchange offer, as amended on March 16, 1998,
relating to the acquisition of Safety-Kleen by the Company. Under the terms of
the offer, the Company will exchange $18.30 and 2.8 common shares for each
Safety-Kleen share tendered. The total consideration for the acquisition is
approximately $2.2 billion, including debt assumed, estimated transaction costs
and the issuance of approximately 166 million common shares. On April 7, 1998,
the Company completed the acquisition of the shares tendered prior to April 1,
1998, with the balance to be acquired through a back-end merger, which is
expected to be completed by approximately May 20, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations: Three Months Ended February 28, 1998 compared
with Three Months Ended February 28, 1997
Operating results are as follows ($ in millions):
Three Months Ended February 28,
-----------------------------------------------
1998 1997 1998 1997
------- ------- ------ ------
Revenue $ 173.2 $ 140.6 100.0% 100.0%
Operating expense 123.8 100.9 71.4% 71.8%
Depreciation & amortization 10.9 14.2 6.3% 10.1%
Selling, general & administrative 18.8 16.3 10.9% 11.6%
------- ------- ------ ------
Operating income $ 19.7 $ 9.2 11.4% 6.5%
======= ======= ====== ======
Revenues
Components of revenue ($ in millions):
Three Months Ended February 28,
----------------------------------------
1998 1997
---------------- -----------------
Service Center $ 76.7 38% $ 64.9 39%
Landfill 27.3 13% 40.4 24%
Incinerator 41.5 20% 12.5 7%
Transportation 16.3 8% 19.1 12%
Specialty Services 43.5 21% 29.8 18%
------ ----- ------ ------
205.3 100% 166.7 100%
===== =====
Less: Intercompany eliminations (32.1) (26.1)
------ ------
Total revenue $173.2 $140.6
====== ======
Revenues increased $32.6 million, or 23.2%, during the three months
ended February 28, 1998 compared to the three months ended February 28, 1997.
Revenue for incinerators increased $29.0 million, or 231.5%, while service
center revenues increased $11.8 million, or 18.2%, each reflecting the inclusion
of the acquired Rollins business. Revenue from specialty service operations
increased $13.7 million, or 46.2%, due to increased harbor related dredging,
treatment and disposal management activities. Revenue from landfill operations
decreased $13.1 million, or 32.3%, primarily due to the sale of an industrial
and municipal solid waste landfill on December 18, 1997.
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Lower receipts at the Company's hazardous waste and non-hazardous waste
landfills were also contributing factors. Revenues from transportation
operations decreased $2.8 million, or 15.0%, impacted by the lower landfill
waste volumes. Revenue from intercompany sources increased $6.0 million, or
23.1%, due to the redirection of waste streams for internal disposal. As a
result, the Company increased the internalization of waste disposal activities
to 78% in the current quarter, up from 68% in fiscal year 1997.
Management's estimates of the components of changes in the Company's
consolidated revenue are as follows:
Percentage Increase (Decrease)
Three Months Ended February 28,
--------------------------------
1998 over 1997 1997 over 1996
-------------- --------------
Expansion of customer base by acquisition 25.2 % 1.1 %
Other, primarily through volume and price changes 11.2 %
(6.9)%
Divestitures and closures (12.3)% (0.8)%
Foreign exchange rate changes (0.9)% 0.1%
------ ---
Total 23.2 % (6.5)%
====== ===
The comparative increase in revenue for the quarter ended February 28,
1998 was primarily due to the inclusion of the acquired operations of Rollins.
Current revenues from existing operations were supported by increased activity
by the Company's harbor related dredging, treatment and disposal operations.
Volume related increases were somewhat offset by reduced volumes at certain
hazardous and industrial waste landfills. Prior period revenues included
contributions from an industrial and municipal solid waste landfill which was
sold on December 18, 1997 as well as a wastewater facility and the Clive, Utah
incineration facility, both of which were closed in fiscal 1997.
Operating Expenses
Operating expenses increased $22.9 million, or 22.7%, during the three
months ended February 28, 1998, compared to the three months ended February 28,
1997. The increase was primarily attributable to additional business obtained as
part of the acquisition of Rollins. As a percentage of revenue, operating
expense decreased to 71.4% from 71.8% in the comparable prior year period,
primarily due to stabilized pricing, the increased utilization of existing
facilities and ongoing cost reduction initiatives.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased $3.3 million, or 23.2%,
during the quarter ended February 28, 1998, compared to the prior year quarter.
The decrease was related to the sale of a industrial and municipal solid waste
landfill on December 18, 1997, generally reduced landfill cell space consumption
and the closures of a wastewater facility and the Clive, Utah incineration
facility. As a percentage of revenue, depreciation and amortization expense
decreased to 6.3% from 10.1% in the prior year.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $2.5 million, or
15.3% during the three months ended February 28, 1998, versus the prior year
quarter. As a percentage of revenue, selling, general and administrative
expenses decreased to 10.9% from 11.6% in the prior year quarter due to cost
reduction measures and economies of scale gained through the Rollins
acquisition.
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Interest Expense
Interest expense increased $6.2 million, or 75.4% during the three
months ended February 28, 1998, over the prior year period primarily as a result
of the recapitalization related to the Rollins acquisition. Prior to May 15,
1997 interest expense was allocated from the parent corporation, Laidlaw.
Income Tax Expense
Prior to May 15, 1997, the Company filed consolidated tax returns with
Laidlaw. Income taxes were calculated using applicable income tax rates on
income for tax purposes on a separate return basis. Effective May 15, 1997, the
Company files a separate return and, accordingly, income taxes have been
calculated at applicable income tax rates.
Results of Operations: Six Months Ended February 28, 1998 compared with
Six Months Ended February 28, 1997
Operating results are as follows ($ in millions):
Six Months Ended February 28,
-------------------------------------------------------
1998 1997 1998 1997
------- ------- ------ ------
Revenue $ 384.8 $ 313.2 100.0% 100.0%
Operating expense 269.1 225.7 69.9% 72.1%
Depreciation & amortization 24.8 29.5 6.5% 9.4%
Selling, general & administrative 39.3 33.9 10.2% 10.8%
------- ------- ------ ------
Operating income $ 51.6 $ 24.1 13.4% 7.7%
======= ======= ====== ======
Revenues
Components of revenue ($ in millions):
Six Months Ended February 28,
-----------------------------------------------------------
1998 1997
-------------------------- -----------------------
Service Center $170.0 37% $140.0 38%
Landfill 71.6 16% 90.0 24%
Incinerator 92.6 20% 27.1 7%
Transportation 37.3 8% 46.6 13%
Specialty Services 88.5 19% 64.9 18%
-------- ---- ------ ----
460.0 100% 368.6 100%
==== ====
Less: Intercompany eliminations (75.2) (55.4)
-------- ------
Total revenue $384.8 $313.2
======== ======
Revenues increased $71.6 million, or 22.8%, during the six months ended
February 28, 1998 compared to the six months ended February 28, 1997. Revenue
for incinerators increased $65.5 million, or 241.7%, while service center
revenues increased $30.0 million, or 21.4%, each reflecting the inclusion of the
acquired Rollins business. Revenue from specialty service operations increased
$23.6 million, or 36.4%, due to increased harbor related dredging, treatment and
disposal management activities. Revenue from landfill operations decreased $18.4
million, or 20.4%, primarily due to the sale of an industrial and municipal
solid waste landfill on December 18, 1997 and due to generally lower receipts at
that and other of the Company's non-hazardous waste landfills. Revenues from
transportation operations decreased $9.3 million, or 20.0%, impacted by the
lower landfill waste volumes. Revenue from intercompany sources increased $19.8
million, or 35.7%, due to the redirection of waste streams for internal
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disposal. As a result, the Company increased the internalization of waste
disposal activities to 77% during the six month period, up from 68% in fiscal
year 1997.
Management's estimates of the components of changes in the Company's
consolidated revenue are as follows:
Percentage Increase (Decrease)
Six Months Ended February 28,
-------------------------------
1998 over 1997 1997 over 1996
-------------- --------------
Expansion of customer base by acquisition 24.2 % 1.4 %
Other, primarily through volume and price changes 7.6 %
(5.9)%
Divestitures and closures (8.2)% (0.6)%
Foreign exchange rate changes (0.7)% 0.0 %
------ ----
Total 22.9 % (5.1)%
====== ====
The comparative increase in revenue for the six months ended February
28, 1998 was primarily due to the inclusion of the acquired operations of
Rollins. Current revenues from existing operations were supported by increased
activity by the Company's harbor related dredging, treatment and disposal
operations. Volume related increases were somewhat offset by reduced volumes at
certain industrial waste landfills. Prior period revenues included contributions
from an industrial and municipal solid waste landfill which was sold on December
18, 1997 as well as a wastewater facility and the Clive, Utah incineration
facility, both of which were closed in fiscal 1997.
Operating Expenses
Operating expenses increased $43.4 million, or 19.2%, during the six
months ended February 28, 1998, compared to the six months ended February 28,
1997. The increase was primarily attributable to additional business obtained as
part of the acquisition of Rollins. As a percentage of revenue, operating
expense decreased to 69.9% from 72.1% in the comparable prior year period,
primarily due to stabilized pricing, the increased utilization of existing
facilities and ongoing cost reduction initiatives.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased $4.7 million, or 15.9%,
during the six months ended February 28, 1998, compared to the prior year
period. The decrease was related to the sale of an industrial and municipal
solid waste landfill on December 18, 1997, generally reduced non-hazardous
landfill cell space consumption and the closures of a wastewater facility and
the Clive, Utah incineration facility. As a percentage of revenue, depreciation
and amortization expense decreased to 6.5% from 9.4% in the prior year.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $5.4 million, or
15.9% during the six months ended February 28, 1998, versus the prior year
period. As a percentage of revenue, selling, general and administrative expenses
decreased to 10.2% from 10.8% in the prior year period due to cost reduction
measures and economies of scale gained through the Rollins acquisition.
Interest Expense
Interest expense increased $10.9 million, or 58.3% during the six
months ended February 28, 1998, over the prior year period primarily as a result
of the recapitalization related to the Rollins acquisition. Prior to May 15,
1997 interest expense was allocated from the parent corporation, Laidlaw.
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Income Tax Expense
Prior to May 15, 1997, the Company filed consolidated tax returns with
Laidlaw. Income taxes were calculated using applicable income tax rates on
income for tax purposes on a separate return basis. Effective May 15, 1997, the
Company files a separate return and, accordingly, income taxes have been
calculated at applicable income tax rates.
FACTORS THAT MAY AFFECT FUTURE RESULTS
This report contains various forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
financial, operating and other projections. These statements are based on
current plans and expectations of the Company and involve risks and
uncertainties that could cause actual future activities and results of
operations to be materially different from those set forth in the
forward-looking statements.
Important factors that could cause actual results to differ include,
among others, risks associated with acquisitions, fluctuations in operating
results because of acquisitions and variations in stock prices, changes in
applicable government regulations, competition, and risks associated with the
operations and growth of the newly acquired business of Rollins. As a result of
these factors, the Company's revenue and income could vary significantly from
quarter to quarter, and past financial performance should not be considered a
reliable indicator of future performance.
LIQUIDITY AND CAPITAL RESOURCES
The cash generated by operating activities in the six months ended
February 28, 1998 totaled $5.9 million. This was composed of $55.8 million from
operations before working capital financing requirements of $22.0 million and
$27.9 million related to spending on prior period acquisition liabilities.
The cash provided by investing activities totaled $2.7 million
including $33.7 million in proceeds from the sale of assets held for sale before
$8.5 million for capital expenditures (net of proceeds of disposal), $13.0
million for purchases of long-term investments (primarily an investment in the
shares of Safety-Kleen Corp.) and a $9.5 million increase in deferred charges
related to the Company's offer to acquire Safety-Kleen Corp.
The Company believes that it has adequate liquidity to finance its
planned capital expenditure and debt retirement needs through cash generated by
operations and available sources of liquidity under its bank credit facilities.
IMPACT OF YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written
using a two-digit date field rather than four to define the applicable year.
Computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar business activities.
The Company is assessing the impact of the Year 2000 Issue on its
operations and has engaged outside consultants to provide third party
confirmation of its findings. The assessment includes communication with all
major suppliers and customers. Due to the preliminary nature of the assessment
to date, the costs of the Year 2000 Issue and the related effect on the
Company's results of operations, liquidity, and capital resources cannot be
reasonably estimated.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
TAX MATTERS. The consolidated federal income tax returns of LTI (which
until May 15, 1997, included certain of the subsidiaries of the Company) for the
fiscal years ended August 31, 1986, 1987 and 1988, have been under audit by the
Internal Revenue Service. In March 1994, LTI received a statutory notice of
deficiency proposing that LTI pay additional taxes relating to disallowed
deductions in those income tax returns. The principal issue involved, relates to
the timing and the deductibility for tax purposes of interest attributable to
loans owning to related foreign persons. LTI has petitioned the United States
Tax Court (captioned as Laidlaw Transportation, Inc. & Subsidiaries et al. vs.
Commissioner of Internal Revenue, Docket Nos. 9361-94 and 9362-94) for a
redetermination of claimed deficiencies of approximately $49.6 million (plus
interest of approximately $87.4 million as of February 28, 1998). In October
1997, LTI received a statutory notice of deficiency proposing that the
subsidiaries pay additional taxes of approximately $143.5 million (plus interest
of approximately $136.9 million as of February 28, 1998) relating to disallowed
deductions in federal income tax returns for the fiscal years ended August 31,
1989, 1990 and 1991, based on the same issues. LTI intends to vigorously contest
these claimed deficiencies. The Company anticipates that the Internal Revenue
Service will propose adjustments for the same issue in subsequent taxation
years. Pursuant to the February 6, 1997 Stock Purchase Agreement between Rollins
and Laidlaw, Laidlaw and LTI agreed to be responsible for any tax liabilities
resulting from these matters. The Company believes that the ultimate disposition
of these issues will not have a materially adverse effect upon the Company's
consolidated financial position or results of operations.
Other than as herein reported there have been no additional significant
legal proceedings nor any material changes in the legal proceedings reported on
pages 8 through 11 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held a Special Meeting of Stockholders on February 19,
1998. At the meeting, the Company's stockholders (i) authorized the issuance of
shares of the common stock, par value $1.00 per share (the "Common Stock") of
the Company, in connection with the acquisition (the "Acquisition") of all of
the outstanding shares of common stock, par value $.10 per share (the "SK
Shares") of Safety-Kleen Corp., a Wisconsin corporation ("Safety-Kleen"), which
Acquisition the Company contemplates consummating through an exchange offer (the
"Offer") made by the Company to the shareholders of Safety-Kleen and a merger
(the "Merger") between Safety-Kleen and a wholly-owned subsidiary of the
Company; and, (ii) approved an Amendment to the Restated Certificate of
Incorporation Increasing Authorized Shares of Common Stock from 350,000,000 to
750,000,000 shares. The following table sets forth the voting results:
FOR AGAINST ABSTAIN
--- ------- -------
Issuance of Common Shares in Connection with Acquisition 143,777,258 1,303,148 83,731
Amendment to Restated Certificate of Incorporation
Increasing Authorized Shares of Common Stock 141,895,891 3,177,320 90,926
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(3)(a) Restated Certificate of Incorporation of the Company dated May 13, 1997
and Amendment to Certificate of Incorporation dated May 15, 1997 filed as
Exhibit 3(a) to the Registrant's Form 10-Q for the Quarter ended May 31, 1997
and incorporated herein by reference.
(3)(a)(i) Certificate of Correction Filed to Correct a Certain Error in the
Restated and Amended Certificate of Incorporation of the Company dated October
15, 1997 filed as Exhibit (3)(a)(i) to the Registrant's Form 10-K for the Year
ended August 31, 1997, and incorporated herein by reference.
(3)(a)(ii) Certificate of Amendment of Restated Certificate of Incorporation of
the Company dated February 19, 1998.
(3)(b) Amended and Restated Bylaws of the Company filed as Exhibit 4(ii) to the
Registrant's Current Report on Form 8-K dated July 29, 1997 and incorporated
herein by reference.
(4)(a) Rights Agreement dated as of June 14, 1989 between the Company and First
Chicago Trust Company as successor to Registrar and Transfer Company, as Rights
Agent filed as Exhibit 4(e) to the Registrant's Current Report on Form 8-K filed
on June 13, 1995 and incorporated herein by reference.
(4)(b) Amendment No. 1 dated as of March 31, 1995 to the Rights Agreement
between the Company and First Chicago Trust Company as successor to Registrar
and Transfer Company, as Rights Agent filed as Exhibit 4(f) to the Registrant's
Current Report on Form 8-K on June 13, 1995 and incorporated herein by
reference.
(4)(c) Amendment No. 2 dated as of April 30, 1997 to the Rights Agreement
between the Company and First Chicago Trust Company as successor to Registrar
and Transfer Company, as Rights Agent, filed as Exhibit 4(c) to the Registrant's
Form 10-Q for the quarter ended November 30, 1997, and incorporated herein by
reference.
(4)(d) Credit Agreement among Laidlaw Chem-Waste, Inc., Laidlaw Environmental
Services (Canada) Ltd., Toronto Dominion (Texas) Inc., The Toronto-Dominion
Bank, TD Securities (USA) Inc., the Bank of Nova Scotia, NationsBank, N.A. and
The First National Bank of Chicago and NationsBank, N.A. as Syndication Agent
dated as of May 9, 1997, filed as Exhibit 4(c) to the Registrant's Form 10-Q for
the Quarter ended May 31, 1997, and incorporated herein by reference.
(4)(e) $350,000,000 5% Subordinated Convertible Pay-In-Kind Debenture due 2009
issued by Registrant on May 15, 1997 to Laidlaw Inc. the form of which was
included as an appendix to the Registrant's Definitive Proxy Statement on Form
DEF 14A, filed on May 1, 1997 and incorporated herein by reference.
(4)(f) Registration Rights Agreement dated May 15, 1997 between Registrant,
Laidlaw Transportation, Inc. and Laidlaw Inc. included as an appendix to the
Registrant's Definitive Proxy Statement on Form DEF 14A, the form of which was
filed on May 1, 1997 and incorporated herein by reference.
(4)(g) Indenture dated as of May 1, 1993 between the Industrial Development
Board of the Metropolitan Government of Nashville and Davidson County
(Tennessee) and NationsBank of Tennessee, N.A., filed as Exhibit 4(f) to the
Registrant's Form 10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
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(4)(h) Indenture of Trust dated as of February 1, 1995 between Carbon County,
Utah and West One Bank, Utah, now known as U.S. Bank, as Trustee, filed as
Exhibit 4(g) to the Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(4)(i) Indenture of Trust dated as of August, 1995 between Tooele County, Utah
and West One Bank, Utah, now known as U.S. Bank, as Trustee, filed as Exhibit
4(h) to the Registrant's form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(j) Indenture of Trust dated as of July 1, 1997 between Carbon County, Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(i)
to the Registrant's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(k) Indenture of Trust dated as of July 1, 1997 between Tooele County, Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(j)
to the Registrant's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(l) Indenture of Trust dated as of July 1, 1997 between California Pollution
Control Financing Authority and U.S. Bank, a national banking association, as
Trustee, filed as Exhibit 4(k) to the Registrant's Form 10-Q for the Quarter
ended May 31, 1997, and incorporated herein by reference.
(4)(m) Stock Purchase Agreement between Westinghouse Electric Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for National Electric,
Inc. dated March 7, 1995 filed as Exhibit 2 to the Registrant's Current Report
on Form 8-K filed on June 13, 1995 and incorporated herein by reference.
(4)(n) Second Amendment to Stock Purchase Agreement (as referenced in Exhibit
(4)(m) above, dated May 15, 1997 among Westinghouse Electric Corporation,
Rollins Environmental Services, Inc. and Laidlaw Inc., filed as Exhibit 4(m) to
the Registrant's Form 10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
(4)(o) Promissory Note dated May 15, 1997 for $60,000,000 from Laidlaw
Environmental Services, Inc. to Westinghouse Electric Corporation, filed as
Exhibit 4(n) to the Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(4)(p) Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to Westinghouse
Electric Corporation guaranteeing Promissory Note dated May 15, 1997 (as
referenced in Exhibit (4)(o)) from Laidlaw Environmental Services, Inc. to
Westinghouse Electric Corporation, filed as Exhibit 4(o) to the Registrant's
Form 10-Q for the Quarter ended May 31, 1997, and incorporated herein by
reference.
(10)(a) Rollins Environmental Services, Inc. 1982 Incentive Stock Option Plan
filed with Amendment No. 1 to the Company's Registration Statement No. 2-84139
on Form S-1 dated June 24, 1983 and incorporated herein by reference.
(10)(b) Rollins Environmental Services, Inc. 1993 Stock Option Plan filed with
the Company's Proxy Statement for the Annual Meeting of Shareholders held
January 28, 1994 and incorporated herein by reference.
(10)(c) Laidlaw Environmental Services, Inc. 1997 Stock Option Plan, filed as
Exhibit 4.4 to the Company's Registration Statement on Form S-8 dated December
10, 1997 and incorporated herein by reference.
(10)(d) Laidlaw Environmental Services, Inc. Director's Stock Option Plan, filed
as Exhibit 4.5 to the Company's Registration Statement on Form S-8 dated
December 10, 1997 and incorporated herein by reference.
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(10)(e) Stock Purchase Agreement dated February 6, 1997 among the Registrant,
Laidlaw Inc., and Laidlaw Transportation, Inc. included as an appendix to the
Definitive Proxy Statement on Form DEF 14A filed on May 1, 1997 and incorporated
herein by reference.
(10)(f) Management Incentive Plan for fiscal year 1998, filed as Exhibit 10(f)
to the Registrant's 10-Q for the quarter ended November 30, 1997, and
incorporated herein by reference.
(10)(g) Laidlaw Environmental Services, Inc. U.S. Supplemental Executive
Retirement Plan filed as Exhibit 10(g) to the Registrant's 10-Q for the quarter
ended November 30, 1997, and incorporated herein by reference.
(11) Statement of Computation of Per Share Earnings.
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K, dated December 8, 1997, which
contained Item 5 related to a press release publicizing the decision of the
United States District Court for the Northern District of Illinois to order
Safety-Kleen Corp. to comply with its obligations under the Wisconsin control
share acquisition statute by promptly calling a meeting of shareholders.
The Company filed a Current Report on Form 8-K, dated December 19, 1997, which
contained Item 5 related to a press release publicizing the sale of its
municipal solid waste landfill in Carbon County, Utah to Allied Waste
Industries, Inc.
The Company filed a Current Report on Form 8-K/A, dated December 31, 1997, which
amended the Current Report on Form 8-K, dated November 5, 1997 which contained
Item 5 related to a press release publicizing the intent to file documents with
the Securities and Exchange Commission pertaining to an offer for Safety-Kleen
Corp.
The Company filed a Current Report on Form 8-K/A, dated December 31, 1997, which
amended the Current Report on Form 8-K, dated November 14, 1997 which contained
Item 5 related to a press release publicizing the filing of a Form S-4.
The Company filed a Current Report on Form 8-K/A, dated December 31, 1997, which
amended the Current Report on Form 8-K, dated November 19, 1997 which contained
Item 5 related to a press release publicizing the response to the Safety-Kleen
Corp. lawsuit filed against it.
The Company filed a Current Report on Form 8-K/A, dated December 31, 1997, which
amended the Current Report on Form 8-K, dated November 21, 1997 which contained
Item 5 related to a press release publicizing a revised offer for Safety-Kleen
Corp.
The Company filed a Current Report on Form 8-K/A, dated December 31, 1997, which
amended the Current Report on Form 8-K, dated November 25, 1997 which contained
Item 5 related to a press release publicizing the filing of a Form S-4/A and the
filing of a lawsuit against Safety-Kleen Corp.
The Company filed a Current Report on Form 8-K, dated January 28, 1998, which
contained Item 5 related to a press release publicizing that early termination
of the statutory waiting period established under the Hart-Scott-Rodino review
process was granted as it concerned the Company's offer for Safety-Kleen Corp.
shares.
The Company filed a Current Report on Form 8-K, dated February 5, 1998, which
contained Item 5 related to a press release publicizing that the Company
remained committed to its Safety-Kleen stock offer and announcing a Court
decision relating to the lawsuit between the Company and Safety-Kleen Corp.
The Company filed a Current Report on Form 8-K, dated February 9, 1998, which
contained Item 5 related to a press release publicizing a report released by
Institutional Shareholder Services relating to the Company's offer for
Safety-Kleen Corp. shares.
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The Company filed a Current Report on Form 8-K, dated February 9, 1998, which
contained Item 5 related to a press release publicizing its advertisement in the
Wall Street Journal concerning the Safety-Kleen Corp. shareholder vote on the
Philip Services Corp. merger.
The Company filed a Current Report on Form 8-K, dated February 11, 1998, which
contained Item 5 related to a press release publicizing the exchange ratio for
purposes of its offer to purchase Safety-Kleen Corp. shares.
The Company filed a Current Report on Form 8-K, dated February 17, 1998, which
contained Item 5 related to a press release publicizing the upcoming expiration
of its offer to purchase outstanding shares of Safety-Kleen Corp.
The Company filed a Current Report on Form 8-K, dated February 17, 1998, which
contained Item 5 related to a press release publicizing the number of shares of
Safety-Kleen Corp. tendered to the Company and announcing the extension of its
offer.
The Company filed a Current Report on Form 8-K, dated February 18, 1998, which
contained Item 5 related to a press release publicizing the further extension of
its offer to purchase Safety-Kleen Corp. shares.
The Company filed a Current Report on Form 8-K, dated February 20, 1998, which
contained Item 5 related to a press release publicizing that the Company's
shareholders had approved the authorization of additional common shares and the
issuance of shares in connection with the Company's offer to purchase
Safety-Kleen Corp. shares.
The Company filed a Current Report on Form 8-K, dated February 24, 1998, which
contained Item 5 related to a press release publicizing the exchange ratio for
purposes of the Company's offer to purchase Safety-Kleen Corp. shares.
The Company filed a Current Report on Form 8-K/A, dated February 24, 1998, which
amended the Current Report on Form 8-K, dated February 24, 1998 which contained
Item 5 related to a press release publicizing the exchange ratio for purposes of
the Company's offer to purchase Safety-Kleen Corp. shares.
The Company filed a Current Report on Form 8-K, dated February 25, 1998, which
contained Item 5 related to a press release publicizing the Company's desire
that Safety-Kleen Corp. shareholders vote against the Philip Group merger
proposal on February 25, 1998.
The Company filed a Current Report on Form 8-K, dated February 26, 1998, which
contained Item 5 related to a press release publicizing the further extension of
its exchange offer to purchase Safety-Kleen Corp. shares and further publicizing
its intent to commence the process to seek injunctive relief in Chicago Federal
Court to remove the obstacles to completion of its offer purchase Safety-Kleen
Corp. shares.
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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 thereunto duly authorized.
DATE: April 10, 1998 LAIDLAW ENVIRONMENTAL SERVICES, INC.
------------------------------------
(Registrant)
/s/ Kenneth W. Winger
----------------------------------
Kenneth W. Winger
President and Chief Executive Officer
/s/ Paul R. Humphreys
----------------------------------
Paul R. Humphreys
Senior Vice President-Finance and
Chief Financial Officer
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