SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 16, 1999
SUPERIOR SERVICES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 0-27508 39-1733405
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One Honey Creek Corporate Center
125 South 84th Street, Suite 200
Milwaukee, Wisconsin 53214
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(Address of principal executive offices including zip code)
(414) 479-7800
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
The following table presents the Company's restated unaudited
consolidated quarterly results and the percentages of revenues represented by
the individual line items reflected in the Company's consolidated statements of
operations for each of the four quarters in the years ended December 31, 1998
and December 31, 1997. The restated results and percentages give retroactive
effect to reflect the Company's acquisition of Resource Recovery Transfer &
Transportation, Inc. completed on June 27, 1997; Alabama Waste Systems, Inc.
("AWS") and Acmar Regional Landfill, Inc. completed on March 31, 1998; South
Lake Refuse Service, Inc. and Commercial Refuse, Inc. completed on August 17,
1998; Gopher Disposal, Inc., Eagle Environmental, Inc., Materials Recovery, Ltd.
and Watson's Rochester Disposal, Inc. completed on August 26, 1998; Wilson Waste
Systems, Inc. completed on August 31, 1998; PenPac, Inc., Heritage Recycling,
Inc., Iorio Carting, Inc., ACS Services, Inc., Recycling Techniques, Inc., Iocal
Associates, Advanced Waste Technologies, Inc., Baray, Inc., and Nicholas
Enterprises, Inc. completed on September 30, 1998, and GeoWaste Incorporated
("GeoWaste") completed on October 30, 1998, all of which were accounted for as
poolings of interest. This information has been presented on the same basis as
the Company's audited consolidated financial statements and, in the Company's
opinion, contains all necessary adjustments (consisting only of normal recurring
adjustments) to present fairly the Company's unaudited quarterly results when
read in conjunction with the Company's audited financial statements and notes
thereto. Interim operating results, however, are not necessarily indicative of
the Company's results for any future period.
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<TABLE>
<CAPTION>
Three months ended
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March 31, 1997 June 30, 1997 September 30, 1997 December 31, 1997
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(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $47,935 100.0% $63,882 100.0% $71,684 100.0% $69,740 100.0%
Expenses:
Cost of operations 26,962 56.2 36,235 56.7 41,215 57.5 39,965 57.3
Selling, general and
administrative expenses 8,652 18.0 9,686 15.2 9,547 13.3 10,573 15.2
Unusual charges 1,083 2.3 - - - - 1,790 2.6
Merger costs - - 1,035 1.6 - - - -
Depreciation and amortization 6,554 13.7 7,698 12.1 9,171 12.8 8,974 12.9
------- ----- ------ ------ ------ ----- ------- -----
Operating income 4,684 9.8 9,228 14.4 11,751 16.4 8,438 12.1
Other income:
Interest expense (668) (1.4) (899) (1.4) (1,081) (1.5) (792) (1.1)
Other income (expense), net 379 0.8 (28) - 538 0.8 999 1.4
------- ----- ------ ------ ------ ----- ------- -----
Income before income taxes 4,395 9.2 8,301 13.0 11,208 15.6 8,645 12.4
Income taxes 1,720 3.6 3,029 4.7 4,038 5.6 4,125 5.9
------- ----- ------ ------ ------ ----- ------- -----
Net income $2,675 5.6% $5,272 8.3% $7,170 10.0% $4,520 6.5%
======= ===== ====== ====== ====== ===== ======= =====
Earnings per share - diluted $0.10 $0.19 $0.26 $0.14
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Weighted average shares
outstanding 26,871 27,071 28,034 31,786
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Pro Forma(1):
Net income $3,176 $5,478 $6,559 $6,120
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Earnings per share - diluted $0.12 $0.20 $0.23 $0.19
======= ====== ====== ======
</TABLE>
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<TABLE>
<CAPTION>
Three months ended
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March 31, 1997 June 30, 1997 September 30, 1997 December 31, 1997
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(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $68,163 100.0% $81,462 100.0% $84,255 100.0% $85,793 100.0%
Expenses:
Cost of operations 39,879 58.5 46,825 57.5 48,086 57.1 50,174 58.5
Selling, general and
Administrative expenses 10,007 14.7 9,667 11.9 10,213 12.1 10,337 12.0
Merger costs 1,543 2.3 315 0.4 5,595 6.6 3,146 3.7
Depreciation and amortization 9,338 13.7 9,977 12.2 9,661 11.5 10,145 11.8
-------- ------- ------- ------ ------- ------ ------- -----
Operating income 7,396 10.9 14,678 18.0 10,700 12.7 11,991 14.0
Other income:
Interest expense (928) (1.4) (815) (1.0) (554) (0.7) (819) (1.0)
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Other income (expense), net 538 0.8 460 0.6 (56) (0.1) (30)
-------- ------- ------- ------ ------ ------ ------- -----
Income before income taxes 7,006 10.3 14,323 17.6 10,090 12.0 11,142 13.0
Income taxes 3,687 5.4 5,676 7.0 7,267 8.6 5,430 6.3
-------- ------- ------- ------ ------- ------ ------- -----
Net income $3,319 4.9% $8,647 10.6% $2,823 3.4% $5,712 6.7%
======== ======= ======= ===== ======= ====== ======= =====
Earnings per share - diluted $0.10 0.26 $0.09 $0.18
Weighted average shares
outstanding 32,311 32,643 32,655 32,626
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Pro Forma(1):
Net income $5,041 $8,552 $9,300 $8,355
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Earnings per share - diluted $0.16 $0.26 $0.28 $0.26
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(1) Pro forma financial information is presented to reflect net income and
earnings per share exclusive of merger costs incurred in connection with
the acquisitions of the "pooled companies" and cumulative deferred tax
provisions for those companies which were Subchapter S corporations prior
to their acquisition. Pro forma net income includes federal and state
income tax provisions for 1998 and 1997 as if those companies reported as
C corporations. Additionally, pro forma net income for the year ended
December 31, 1997 is presented exclusive of non-recurring charges related
to a litigated settlement by AWS and the loss associated with the
discontinuation and disposal of a business by GeoWaste prior to their
respective acquisition by with the Company.
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 16, 1999
SUPERIOR SERVICES, INC.
By: /s/ George K. Farr
George K. Farr
Chief Financial Officer
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Exhibit
No. Description
27.1 Financial Data Schedule [to be filed by amendment to this Form 8-K]
