WASTE INDUSTRIES INC
8-K, 1999-08-05
REFUSE SYSTEMS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) August 4, 1999



                            Waste Industries, Inc.

            (Exact name of registrant as specified in its charter)


North Carolina                  0-22417                        56-0954929

(State or other                (Commission                  (I.R.S. Employer
jurisdiction                   File Number)                 Identification No.)
of incorporation)


              3949 Browning Place, Raleigh, North Carolina 27609

             (Address of principal executive offices) (Zip Code)


      Registrant's telephone number, including area code (919) 782-0095



                                Not applicable

        (Former name or former address, if changed since last report.)

<PAGE>

TEM 5. OTHER EVENTS.

            Attached as Exhibit 99.1 is a press release issued by Waste
      Industries, Inc., dated August 4, 1999, which is incorporated by
      reference herein.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c)  EXHIBITS

          99.1 Press Release dated August 4, 1999

<PAGE>



                                  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.

      Date: August 4, 1999

                        Waste Industries, Inc.



                        By:   /s/ Stephen C. Shaw
                              -------------------
                              Stephen C. Shaw
                              Vice President, Finance

<PAGE>


                               EXHIBIT INDEX

Exhibit
Number    Description


 99.1     Press Release dated August 4, 1999


                                                                    Exhibit 99.1


WASTE INDUSTRIES, INC.  Reports Second Quarter 1999 Financial Results

Raleigh, NC, Wednesday, August 4, 1999 -- Waste Industries, Inc. (NASDAQ:WWIN),
a regional, non-hazardous solid waste services company, today reported financial
results for the second quarter 1999:

     o     Revenues up  27.3%
     o     EBITDA up  33.9%
     o     Operating income up  34.0%
     o     Net income up  15.7%
     o     Pro forma diluted earnings per share (excluding merger and start-up
           costs) up  15.0%

For the quarter ended June 30, 1999, the Company reported revenue of $52.9
million, a 27.3% increase over the same period last year. EBITDA (net income
plus taxes, interest (net of interest income), depreciation and amortization)
was $12.1 million, a 33.9% increase over the same period last year. Operating
income for the quarter was $6.6 million, a 34.0% increase over the same period
last year, and pro forma diluted earnings per share excluding merger and
start-up costs for the quarter increased to $0.23 compared to $0.20 in 1998, a
15.0% increase. Certain companies acquired in fiscal 1998 in
poolings-of-interests transactions were previously taxed as S-Corporations. The
1998 pro forma information has been computed as if the Company were subject to
federal and all applicable state corporate income taxes.

Lonnie C. Poole, Jr., Chairman and CEO of Waste Industries, Inc., stated "During
the quarter we successfully executed our growth strategy to become more
vertically integrated by adding disposal capacity in the Southeast. We entered
two new markets by acquiring a landfill operation in Jacksonville, Florida and a
collection operation in Charlotte, North Carolina. In addition, we made five
tuck-in acquisitions of collection companies in existing markets. Combined with
5% internal growth, our revenues increased over 27%," added Poole.

Waste Industries, Inc. is a vertically integrated solid waste services company
that provides collection, transfer, disposal and recycling services to
commercial, industrial and residential customer locations in the states of North
Carolina, South Carolina, Virginia, Tennessee, Mississippi, Alabama, Georgia and
Florida.

Certain parts of this press release are "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the statement will
include words such as the Company "believes," "anticipates," "expects" or words
of similar import. Similarly, statements that describe the Company's future
plans, objectives or goals are also forward-looking statements. Forward-looking
statements are subject to risks and uncertainties such as acquisition risks and
difficulties in managing rapid growth that could cause actual results to differ
materially from those currently anticipated. Consider these factors carefully in
evaluating the forward-looking statements. Additional information concerning
factors that could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the Company's SEC
filings. The forward-looking statements made herein are only made as of the date
of this press release and the Company undertakes no obligation to publicly
update such forward-looking statements.

<PAGE>

                             WASTE INDUSTRIES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                    <TABLE>
<CAPTION>

                                    THREE-MONTHS ENDED               SIX MONTHS ENDED
                                    JUNE 30,                       JUNE 30,
                                      1998         1999               1998         1999
                                      ----         ----               ----         ----
                                  (UNAUDITED)   (UNAUDITED)       (UNAUDITED)  (UNAUDITED)
                                   ---------     ---------         ---------    ---------
<S>                                <C>           <C>               <C>          <C>
REVENUES:
  Service revenues                 $41,099,832   $52,601,008       $80,088,501  $99,891,659
  Equipment sales                      426,969       254,402           778,027      500,181
                                   -----------  ------------      ------------  -----------
      Total revenues                41,526,801    52,855,410        80,866,528  100,391,840
OPERATING COSTS AND EXPENSES:
 Cost of operations                 25,829,972    33,002,638        50,289,254   62,235,085
 Cost of equipment sales               307,762       190,079           501,337      293,597
 Selling, general and
    administrative                   6,358,258     7,427,033        12,720,740   14,519,545
 Depreciation and amortization
    expense                          3,938,089     5,405,292         7,644,494   10,462,026
 Merger and start up costs             169,977       233,151           247,077      233,151
                                   -----------  ------------      ------------  -----------
      Total operating costs and
          expenses                  36,604,058    46,258,193        71,402,902   87,743,404
                                   -----------  ------------      ------------  -----------

OPERATING INCOME                     4,922,743     6,597,217         9,463,626   12,648,436
                                   -----------  ------------      ------------  -----------
OTHER EXPENSE (INCOME):
 Interest expense                    1,048,812     2,123,603         1,995,591    3,935,073
 Interest income                       (45,471)     (332,636)          (71,951)    (525,961)
 Other                                (145,851)      (58,115)         (264,018)    (151,631)
                                   -----------  ------------      ------------  -----------
TOTAL OTHER EXPENSE (INCOME)           857,490     1,732,852         1,659,622    3,257,481
                                   -----------  ------------      ------------  -----------

NET INCOME BEFORE INCOME TAXES       4,065,253     4,864,366         7,804,004    9,390,955
INCOME TAX EXPENSE                   1,416,000     1,799,300         2,776,000    3,474,600
                                   -----------  ------------      ------------  -----------
NET INCOME AFTER TAX -
    HISTORICAL BASIS                $2,649,253    $3,065,066        $5,028,004   $5,916,355
                                  ============  ============      ============  ===========
PRO FORMA INCOME TAX EXPENSE (1)    $1,506,000                      $2,891,000
                                  ============                    ============
PRO FORMA NET INCOME  (1)           $2,559,253                      $4,913,004
                                  ============                    ============
EBITDA  (2)                          9,006,683    12,060,624        17,372,138   23,262,093
                                  ============  ============      ============   ==========


<PAGE>



Shares:
    Basic                           12,651,701    13,760,605        12,651,701   13,632,272
    Diluted                         13,047,772    14,124,327        13,041,787   13,994,898
Historical - Earnings Per Share
    Basic                                $0.21         $0.22             $0.40        $0.43
    Diluted                              $0.20         $0.22             $0.39        $0.42

Pro forma - Earnings Per Share (1)

    Basic                                $0.20                           $0.39
    Diluted                              $0.20                           $0.38

Pro forma Earnings Per Share - Excluding Merger and Start - Up Costs  (1), (3)
    Basic                                $0.21         $0.23             $0.40        $0.44
    Diluted                              $0.20         $0.23             $0.39        $0.43

</TABLE>

(1)   Certain companies acquired in fiscal 1998 poolings-of-interest
      transactions were previously taxed as S Corporations. The 1998 pro forma
      information has been computed as if the Company were subject to federal
      and all applicable state corporate income taxes for each of the periods
      presented assuming the tax rate that would have applied had the Company
      been taxed as a Corporation.

(2)   EBITDA is defined as income before income taxes plus interest expense (net
      of interest income), depreciation and amortization.

(3)   Earnings per share data has been adjusted to exclude merger and start-up
      costs, net of taxes, of approximately $107,000 and $147,000 for
      three-months ended June 30, 1998 and 1999, respectively, and approximately
      $156,000 and $147,000 for the six-months ended June 30, 1998 and 1999,
      respectively. These costs primarily relate to professional fees incurred
      in connection with poolings-of-interest transactions and nonrecurring
      start-up costs related to the deployment of service equipment and
      personnel associated with a new service contract



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