WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) August 30, 1997
WASTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA
(state or other jurisdiction of incorporation or organization)
0-22417 56-0954929
(COMMISSION FILE NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
3949 BROWNING PLACE, RALEIGH, NORTH CAROLINA 27609
(address of principal executive offices, including zip code)
(919) 782-0095
(registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. Item 7 of
Form 8-K promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the
"Act"), does not require any financial statements of the business
acquired to be filed with this report.
(b) Pro Forma Financial Information. As required by Item 7 of Form 8-K
promulgated by the Commission under the Act, the following pro forma
financial information is filed with this report:
WASTE INDUSTRIES, INC.
INTRODUCTION TO UNAUDITED PRO FORMA FINANCIAL DATA
The following unaudited pro forma consolidated financial data (the "Unaudited
Pro Forma Financial Data" ) of the Company have been derived by the application
of pro forma adjustments to the historical financial statements of the Company
for the periods indicated. The adjustments are described in the accompanying
notes.
The Unaudited Pro Forma Financial Data give effect to (i) the August 30, 1997
purchase of equipment and customer contracts related to the solid waste
collection business of BFI Rocky Mount-Kinston and (ii) certain other 1997
acquisitions (the "Other Acquisitions") as if these transactions occurred as of
September 30, 1997 for purposes of the balance sheet data, and as of the
beginning of each period presented for purposes of the statement of operations
data. The Other Acquisitions consist of the following:
Date
Company Acquired Principal Business Location
------- -------- ------------------ --------
Garner Area Disposal October 31, 1997 Commercial, Industrial and Garner, NC
Residential Collection
American Waste Systems October 31, 1997 Commercial, Industrial and Atlanta, GA
Residential Collection
Royal DispozAll October 17, 1997 Commercial, Industrial and Easley, SC
Residential Collection
Waste Management Chattanooga May 15, 1997 Commercial, Industrial and Chattanooga, TN
Residential Collection
BFI Charleston April 30, 1997 Commercial, Industrial and Charleston, SC
Residential Collection and
Recycling
BFI Raleigh-Durham March 21, 1997 Residential Collection Raleigh, NC
The Unaudited Pro Forma Financial Data do not give effect to any transactions
other than the purchase of BFI Rocky Mount-Kinston and the Other Acquisitions
discussed in the accompanying notes. The Unaudited Pro Forma Financial Data are
provided for informational purposes only and do not purport to represent the
results of operations or financial position of the Company had the transactions
in fact occurred on such dates, nor do they purport to be indicative of the
financial position or results of operations as of any future date or for any
future period.
The purchase of BFI Rocky Mount-Kinston and the Other Acquisitions have been, or
will be, accounted for using the purchase method of accounting. The total cost
of the these acquisitions have been, or will be, allocated to the tangible and
intangible assets acquired and liabilities assumed based upon their respective
fair values. The excess of the purchase price over the historical basis of the
net assets acquired has not been allocated in the accompanying Unaudited Pro
Forma Financial Data. The pro forma adjustments are based upon available
information and upon certain assumptions that management believes are
reasonable. The actual allocation of the purchase cost and the resulting effect
on income from operations may differ significantly from the pro forma amounts
included herein.
The Unaudited Pro Forma Financial Data and accompanying notes should be read in
conjunction with the financial statements of the Company for the year ended
December 31, 1996 and related notes thereto included in the Company's Form S-1
Registration Statement (No. 333-25631).
WASTE INDUSTRIES, INC.
UNAUDITED PRO FORMA BALANCE SHEET DATA
SEPTEMBER 30, 1997
Other
Historical Acquisitions (a) Pro Forma
--------------- ------------------ ------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,104,882 $ (250,000)(c) $ 1,854,882
Accounts receivable - trade, net 13,746,675 - 13,746,675
Inventories 1,255,496 - 1,255,496
Current deferred income taxes 470,000 - 470,000
Prepaid expenses and other current assets 571,693 - 571,693
--------------- ------------------ ------------------
Total current assets 18,148,746 (250,000) 17,898,746
--------------- ------------------ ------------------
PROPERTY AND EQUIPMENT, net 53,058,514 2,380,614 55,439,128
RECEIVABLES - AFFILIATED COMPANIES 1,164,150 - 1,164,150
INTANGIBLE ASSETS 24,780,221 5,588,294 (b) 30,368,515
OTHER NONCURRENT ASSETS 1,066,796 - 1,066,796
=============== ================== ==================
TOTAL ASSETS $ 98,218,427 $ 7,718,908 $ 105,937,335
=============== ================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 112,190 $ - $ 112,190
Accounts payable - trade 9,080,383 - 9,080,383
Federal and state income taxes payable 1,127,000 - 1,127,000
Accrued expenses and other liabilities 3,439,507 - 3,439,507
Deferred revenue 1,168,132 - 1,168,132
--------------- ------------------ ------------------
Total current liabilities 14,927,212 - 14,927,212
--------------- ------------------ ------------------
LONG-TERM DEBT, NET OF CURRENT MATURITIES 41,196,119 6,301,453 (c) 47,497,572
NONCURRENT DEFERRED INCOME TAXES 5,108,000 - 5,108,000
SHAREHOLDERS' EQUITY:
Preferred stock, undesignated, shares authorized -
10,000,000, shares issued and outstanding - none - - -
Common stock, no par value, shares authorized -
80,000,000, shares issued and outstanding:
Historical - 11,527,857; Pro Forma - 11,591,491 23,246,093 1,417,455 (c) 24,663,548
Additional capital 8,500,000 - 8,500,000
Retained earnings 5,511,583 - 5,511,583
Shareholders' loans (270,580) - (270,580)
--------------- ------------------ ------------------
Total shareholders' equity 36,987,096 1,417,455 38,404,551
--------------- ------------------ ------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 98,218,427 $ 7,718,908 $ 105,937,335
=============== ================== ==================
See Notes to Unaudited Pro Forma Balance Sheet Data.
Notes to Unaudited Pro Forma Balance Sheet Data
(a) Reflects adjustments resulting from the October 31, 1997 purchases of
equipment and customer contracts related to the solid waste collection
business of Garner Area Disposal and American Waste Systems, and the
October 17, 1997 purchase of equipment and customer contracts related
to the solid waste collection business of Royal DispozAll, as if these
transactions occurred as of September 30, 1997.
(b) For purposes of the pro forma information, the excess of the purchase
price over the historical net assets acquired has been considered to be
goodwill and other intangible assets, pending the completion of
appraisals and other purchase price allocation adjustments. The
adjustment reflects the following:
Estimated fair of equipment acquired $2,380,614
Liabilities assumed -
----------------
2,380,614
Total consideration paid 7,968,908
-----------------
$5,588,294
================
(c) The components of cash used for the acquisitions are summarized as follows:
Total consideration paid $ 7,968,908
Proceeds from issuance of long-term debt (6,301,453)
Common stock issued (1,417,455)
----------------
Cash paid for acquisitions $ 250,000
=================
The consideration paid to the sellers included the issuance of 63,634
shares of the Company's common stock with a fair value of approximately
$1.4 million.
WASTE INDUSTRIES, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA
NINE MONTHS ENDED SEPTEMBER 30, 1997
BFI Rocky Mount- Pro Forma Other
Historical Kinston Adjustments Acquisitions Pro Forma
----------------- ----------------------------------------------------- -----------------
REVENUES:
Service revenues $ 82,723,386 $ 8,467,765 $ - $ 12,123,200 $ 103,314,351
Equipment sales 1,111,699 - - - 1,111,699
----------------- --------------- ------------ -------------- ----------------
Total revenues 83,835,085 8,467,765 - 12,123,200 104,426,050
----------------- --------------- ------------ -------------- ----------------
OPERATING COSTS AND EXPENSES:
Cost of service operations 52,034,716 5,636,312 - 7,403,760 65,074,788
Cost of equipment sales 692,408 - - - 692,408
----------------- --------------- ------------ -------------- ----------------
Total cost of operations 52,727,124 5,636,312 - 7,403,760 65,767,196
----------------- --------------- ------------ -------------- ----------------
Selling, general and administrative 14,707,307 937,550 - 972,345 16,617,202
Depreciation and amortization 7,685,341 411,927 296,840 (a) 1,359,708 (a) 9,753,816
----------------- --------------- ------------ -------------- ----------------
Total operating costs and expenses 75,119,772 6,985,789 296,840 9,735,813 92,138,214
----------------- --------------- ------------ -------------- ----------------
OPERATING INCOME 8,715,313 1,481,976 (296,840) 2,387,387 12,287,836
OTHER EXPENSE (INCOME):
Interest expense 2,006,097 - 567,975 (b) 873,789 (b) 3,447,861
Other (434,189) - - - (434,189)
----------------- --------------- ------------ -------------- ----------------
Total other expense (income) 1,571,908 - 567,975 873,789 3,013,672
----------------- --------------- ------------ -------------- ----------------
INCOME BEFORE INCOME TAXES 7,143,405 1,481,976 (864,815) 1,513,598 9,274,164
INCOME TAX EXPENSE:
Current and deferred 1,715,000 310,000 (c) (181,000)(c) 316,000 (c) 2,160,000
Effect of change in tax status 4,300,000 - - - 4,300,000
================= =============== ============ ============== ================
NET INCOME - HISTORICAL BASIS $ 1,128,405 $ 1,171,976 (c) $ (683,815)(c) $ 1,197,598 (c) $ 2,814,164
================= =============== ============ ============== ================
PRO FORMA INCOME BEFORE
INCOME TAXES $ 7,143,405 $ 1,481,976 $ (864,815) $ 1,513,598 $ 9,274,164
PRO FORMA INCOME TAXES 2,765,000 593,000 (c) (346,000)(c) 605,000 (c) 3,617,000
----------------- --------------- ------------ -------------- ----------------
PRO FORMA NET INCOME $ 4,378,405 $ 888,976 $ (518,815) $ 908,598 $ 5,657,164
================= =============== ============ ============== ================
PRO FORMA PRIMARY EARNINGS PER
COMMON SHARE $ 0.41 $ 0.52
================= ==================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 10,759,703 10,823,337
================= ==================
See Notes to Unaudited Pro Forma Statement of Operations Data.
WASTE INDUSTRIES, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA
YEAR ENDED DECEMBER 31, 1996
BFI Rocky Mount- Pro Forma Other
Historical Kinston Adjustments Acquisitions Pro Forma
------------------ ---------------- ---------------- ------------------ ----------------
REVENUES:
Service revenues $ 92,381,515 $ 9,526,236 $ - $ 18,870,782 $ 120,778,533
Equipment sales 1,670,539 - - - 1,670,539
------------------ ------------- ------------ ---------------- --------------
Total revenues 94,052,054 9,526,236 - 18,870,782 122,449,072
------------------ ------------- ------------ ---------------- --------------
OPERATING COSTS AND EXPENSES:
Cost of service operations 59,339,450 6,340,851 - 11,636,813 77,317,114
Cost of equipment sales 1,163,223 - - - 1,163,223
------------------ ------------- ------------ ---------------- --------------
Total cost of operations 60,502,673 6,340,851 - 11,636,813 78,480,337
------------------ ------------- ------------ ---------------- --------------
Selling, general and administrative 16,328,694 1,054,744 - 1,531,630 18,915,068
Depreciation and amortization 8,471,415 463,418 333,945 (a) 2,079,024 (a) 11,347,802
------------------ ------------- ------------ ---------------- --------------
Total operating costs and expenses 85,302,782 7,859,013 333,945 15,247,467 108,743,207
------------------ ------------- ------------ ---------------- --------------
OPERATING INCOME 8,749,272 1,667,223 (333,945) 3,623,315 13,705,865
OTHER EXPENSE (INCOME):
Interest expense 2,395,281 - 638,972 (b) 1,325,712 (b) 4,359,965
Other (694,895) - - - (694,895)
------------------ ------------- ------------ ---------------- --------------
Total other expense (income) 1,700,386 - 638,972 1,325,712 3,665,070
------------------ ------------- ------------ ---------------- --------------
NET INCOME - HISTORICAL BASIS $ 7,048,886 $ 1,667,223 $ (972,917) $ 2,297,603 $ 10,040,795
================== ============= ============ ================ ==============
PRO FORMA INCOME BEFORE
INCOME TAXES $ 7,048,886 $ 1,667,223 $ (972,917) $ 2,297,603 $ 10,040,795
PRO FORMA INCOME TAXES 2,845,000 667,000 (c) (389,000) (c) 920,000 (c) 4,043,000
------------------ ------------- ------------ ---------------- --------------
PRO FORMA NET INCOME $ 4,203,886 $ 1,000,223 $ (583,917) $ 1,377,603 $ 5,997,795
================== ============= ============ ================ ==============
PRO FORMA PRIMARY EARNINGS PER
COMMON SHARE $ 0.43 $ 0.61
================== ==============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 9,846,824 9,910,458
================== ===============
See Notes to Unaudited Pro Forma Statement of Operations Data.
Notes to Unaudited Pro Forma Statement of Operations Data
(a) Reflects amortization of goodwill and other intangible assets as follows:
Nine Months Ended Year Ended
September 30, 1997 December 31, 1996
------------------ -----------------
BFI Rocky Other BFI Rocky Other
Mount-Kinston Acquisitions Mount-Kinston Acquisitions
------------- ------------ ------------- ------------
$ 296,840 $541,309 $333,945 $824,724
The purchase of BFI Rocky Mount-Kinston and the Other Acquisitions have
been, or will be, accounted for under the purchase method accounting.
Under the purchase method of accounting, the total purchase price has
been, or will be, allocated to the tangible and intangible assets
acquired and liabilities assumed by the Company based on their
respective fair values as of the acquisition date based upon valuations
and other studies not yet available. For purposes of the pro forma
information, the excess of the purchase price over the historical net
assets of BFI Rocky Mount-Kinston and the Other Acquisitions has been
considered to be goodwill and other intangible assets, pending the
completion of appraisals and other purchase price allocation
adjustments. The pro forma remaining excess purchase costs to be
allocated has been amortized over a weighted-average period of
approximately 25 years.
(b) Reflects additional interest expense to be incurred by the Company in
connection with the purchase of BFI Rocky Mount-Kinston and the Other
Acquisitions.
(c) From 1986 until May 9, 1997, the Company was subject to taxation under
Subchapter S of the Internal Revenue Code of 1986, as amended (the
"Code"). As a result, during that time the net income of the Company,
for federal and certain state income tax purposes, was reported by and
taxable directly to the Company's shareholders, rather than to the
Company. The Company's S Corporation status was terminated on May 9,
1997 and, accordingly, the Company became fully subject to federal and
state income taxes on that date. Pro forma net income and earnings per
share amounts have been computed as if the Company was subject to
federal and all applicable state corporate income taxes for each period
presented.
(c) Exhibits.
2.1* Sale of Assets Agreement dated as of August 30, 1997, by and among the
Registrant and Browning Ferris Industries of South Atlantic, Inc.
_____________________
* Previously filed.
SIGNATURE
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.
WASTE INDUSTRIES, INC.
By: /s/ Robert H. Hall
Robert H. Hall
Vice President and Chief Financial Officer
Date: November 13, 1997