<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-1363
ENVIROSOURCE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 34-0617390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Five High Ridge Park, P.O. Box 10309, Stamford, CT 06904-2309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 322-8333
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period 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 outstanding of the Registrant's Common Stock as of the
close of business on April 1, 1995 was 40,098,559.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
EnviroSource, Inc.
CONSOLIDATED CONDENSED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 10,181 $ 8,389
Accounts receivable, less allowance
for doubtful accounts of $639
and $616 42,063 45,865
Other current assets 7,395 7,635
-------- --------
Total current assets 59,639 61,889
Property, plant and equipment, at cost 288,111 282,594
Less allowance for depreciation 131,888 127,124
-------- --------
156,223 155,470
Goodwill, less amortization 164,219 165,458
Landfill permits, less amortization 22,466 22,739
Closure trust funds and deferred
charges, less amortization 25,319 25,573
Debt issuance costs, less amortization 8,388 8,679
Other assets 11,092 10,370
-------- --------
$447,346 $450,178
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>
EnviroSource, Inc.
CONSOLIDATED CONDENSED BALANCE SHEET -- Continued
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 12,808 $ 15,713
Salaries, wages and related benefits 9,190 12,268
Insurance obligations 7,861 8,113
Estimated restructuring costs 5,512 6,337
Interest 6,754 1,543
Other current liabilities 19,864 17,146
Current portion of debt 14,089 9,044
--------- ---------
Total current liabilities 76,078 70,164
Long-term debt 250,135 260,423
Other liabilities 63,661 63,674
Class G redeemable preferred stock 31,801 31,396
Commitments and contingencies (Note D)
Stockholders' equity:
Common stock, par value $.05 per
share, 60,000,000 shares author-
ized, 40,098,559 shares issued and
outstanding in 1995 and 40,093,759
shares in 1994 2,005 2,005
Capital in excess of par value 162,585 162,573
Accumulated deficit (137,021) (138,148)
Stock purchase loans receivable from
officers (840) (840)
Canadian translation adjustment (1,058) (1,069)
--------- ---------
Total stockholders' equity 25,671 24,521
--------- ---------
$ 447,346 $ 450,178
========= =========
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>
EnviroSource, Inc.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------------
1995 1994
-------- ---------
<S> <C> <C>
Revenues $ 70,823 $ 58,423
Cost of revenues 53,753 44,374
Selling, general and administrative
expenses 7,459 7,794
-------- --------
Operating income 9,611 6,255
Interest income 282 306
Interest expense (6,983) (6,322)
-------- --------
Income before income taxes 2,910 239
Income tax expense:
Taxes payable (363) (617)
Federal taxes not payable in cash (972) (92)
-------- --------
Net income (loss) 1,575 (470)
Preferred stock dividend requirements,
reduced by $365 retirement gain in 1994 (448) (263)
-------- --------
Income (loss) applicable to common shares $ 1,127 $ (733)
======== ========
Net income (loss) per share $ .03 $ (.02)
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>
EnviroSource, Inc.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
---------------------
1995 1994
-------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 1,575 $ (470)
Adjustments to reconcile income (loss) to
cash provided by operations:
Income tax expense not payable in cash 972 92
Depreciation 6,417 5,930
Amortization 2,066 1,981
Closure cost amortization and accruals 646 491
Restructuring costs (475) (1,001)
Changes in working capital 6,573 3,766
Other 479 1,108
-------- --------
Cash provided by operating activities 18,253 11,897
-------- --------
INVESTING ACTIVITIES
Property, plant and equipment:
Additions (7,342) (8,526)
Proceeds from dispositions 66 133
Purchase of intangibles (2,948)
Landfill permit additions and closure
expenditures (476) (41)
Closure trust fund payments (120) (3,917)
Ongoing net cash flows related to
IU acquisition (2,528) 5,774
Other (735) (911)
-------- --------
Cash used by investing activities (11,135) (10,436)
-------- --------
FINANCING ACTIVITIES
Issuance of debt 4,000
Debt repayment (5,261) (5,326)
Retirement of preferred stock (42) (3,405)
Sale of common stock 12 8
Other (35)
-------- --------
Cash used by financing activities (5,326) (4,723)
-------- --------
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period 1,792 (3,262)
Beginning of year 8,389 10,582
-------- --------
End of period $ 10,181 $ 7,320
======== ========
See Notes to Consolidated Condensed Financial Statements.
<PAGE>
EnviroSource, Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A. BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1995 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1995. The consolidated condensed balance sheet at December
31, 1994 has been derived from audited financial statements at that date. For
further information, refer to the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
Per share amounts are based on the weighted average number of common shares
outstanding and in 1995 the dilutive effect of stock options and warrants:
40,625,000 and 40,054,000 for the three months ended March 31, 1995 and 1994.
The Class G preferred stock was not dilutive.
NOTE B. DEBT
At March 31, 1995, $21 million of revolving credit borrowings were outstanding.
In April the Company elected to repay $9 million of these borrowings and,
accordingly, classified this amount as a current liability as of March 31, 1995.
In the three months ended March 31, 1995, the Company repaid $4 million of
revolving credit borrowings that was classified as a December 31, 1994 current
liability.
The Company paid interest of $1.4 million and $.6 million during the three
months ended March 31, 1995 and 1994, excluding $.1 million capitalized in 1994.
NOTE C. INCOME TAXES
Income tax expense payable for the three months ended March 31, 1995 and 1994
consists of state and foreign income taxes. The Company paid income taxes, net
of refunds, of $.3 million for both the three months ended March 31, 1995 and
1994.
<PAGE>
NOTE D. COMMITMENTS AND CONTINGENCIES
As of March 31, 1995, the Company has commitments to spend $10 million for
equipment additions. To secure its obligations to close its Idaho landfill and
perform post-closure monitoring and maintenance procedures for 30 years, the
Company must deposit into a closure trust fund approximately $1.2 million
annually through 1998. The Company is also obligated to make nonrefundable
payments into Ohio closure trust funds of approximately $3.4 million in late
1995 and $4 million in early 1996 to fund the latter stages of Ohio landfill
closure and all post-closure procedures in perpetuity. The Company believes
these payments together with those previously made will satisfy substantially
all of its closure and post-closure obligations, based on current regulations
and permitted capacity.
At March 31, 1995, the Company was contingently liable for $11.7 million of
letters of credit outstanding under its bank credit agreement, approximately $5
million of which were issued to secure liabilities already reflected in the
consolidated condensed balance sheet.
In connection with IU International Corporation's ("IU's") 1985 disposition of
P-I-E Nationwide, Inc. ("PIE"), IU guaranteed bonds or undertakings made to
surety companies and/or states of the United States in connection with PIE's
self-insurance programs for workers' compensation and other losses arising
through 1987. PIE commenced bankruptcy proceedings in 1990 and ceased making
payments in respect of its self-insured claims. The Company's obligations for
these claims aggregate an estimated $12 million at March 31, 1995, and currently
require the Company to make payments of about $2 million annually. Although the
Company has the right to receive proceeds from the liquidation of various
classes of PIE assets, the amounts and timing are uncertain. Because sufficient
liabilities are reflected in the consolidated condensed balance sheet and the
Company's estimates do not assume any such liquidation proceeds, the Company's
financial condition as reported at March 31, 1995 will not be adversely affected
if the Company receives no proceeds from such liquidation.
PIE's bankruptcy triggered withdrawal liabilities to certain multiemployer
pension plans, estimated by PIE in 1990 to aggregate $58 million. In 1991 the
trustees of the largest plan sought information from the Company for the stated
purpose of determining whether the circumstances of IU's 1985 sale of PIE would
justify a claim against the Company for any deficiencies in PIE's payment of
withdrawal liabilities to such plan. Such plan
<PAGE>
did not again contact the Company concerning this matter until March 15, 1995,
when the Company was advised that such plan's consideration as to whether it
would assert a claim is ongoing. The Company believes no such claim would be
warranted and, if asserted, would contest any such claim vigorously. However,
under the Multiemployer Pension Plan Amendments Act of 1980, a federal statute
governing such plans, the plan trustees could require the Company to make
substantial monthly payments before any issues are arbitrated or litigated. The
Company believes it will ultimately prevail on the issues. If onerous monthly
payments are imposed by the plan, the Company will take any and all actions it
deems necessary and appropriate to protect itself until the matter can be
arbitrated and/or litigated on its merits. The Company continues to believe that
the underlying facts and circumstances support a conclusion that these matters
will be resolved with no material adverse effect on its financial condition.
The Company's Ohio and Idaho facilities hold operating permits issued by state
and federal environmental agencies under the Resource Conservation and Recovery
Act, as amended ("RCRA"), that require renewal and modification from time to
time. The Company expects that it will obtain the renewals and modifications to
its permits that it requires to continue to provide landfill capacity in its
approved disposal cells well into the next decade.
The Company and its competitors and customers are subject to a complex, evolving
array of federal, state and local environmental laws and regulations. In
particular, such requirements not only can affect the demand for Treatment and
Disposal Services, but could also require the Company to incur significant costs
for such matters as facility upgrading, remediation or other corrective action,
facility closure and post-closure maintenance and monitoring. It is possible
that the future imposition of such requirements could have a material adverse
effect on the Company's results of operations or financial condition, but the
Company believes that the consolidated condensed financial statements
appropriately reflect all presently known compliance costs in accordance with
generally accepted accounting principles. Under normal circumstances, the
Company would expect to be able to absorb increased operating compliance costs
by increasing prices charged to customers.
The Company is a party to litigation and proceedings arising in the normal
course of its present or former businesses, and in several instances the Company
has been named as a potentially
<PAGE>
responsible party regarding properties that could be subject to remedial action
under RCRA or the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended. As to such matters, the Company is not
subject to any administrative or judicial order requiring material expenditures,
and the Company has determined that it is not likely to be subject to sanctions
or held responsible for material remediation expenditures. In the opinion of
management, the outcome of the matters described in this paragraph will not have
a material adverse effect on the Company's financial condition or results of
operations.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
</TABLE>
<TABLE>
<CAPTION>
Three months
ended 1995 higher
March 31, than 1994
-------------- -------------
1995 1994 Amount %
----- ----- ------ ---
(Dollars in millions)
<S> <C> <C> <C> <C>
Revenues
Industrial Environmental Services $56.2 $48.5 $ 7.7 16%
Treatment and Disposal Services 14.6 9.9 4.7 47
----- ----- -----
$70.8 $58.4 $12.4 21
===== ===== =====
Gross Profit
Industrial Environmental Services $14.7 $12.4 $ 2.3 19%
Treatment and Disposal Services 2.4 1.7 0.7 41
----- ----- -----
$17.1 $14.1 $ 3.0 21
===== ===== =====
Operating Income
Industrial Environmental Services $10.5 $ 8.2 $ 2.3 28%
Treatment and Disposal Services .5 (.5) 1.0 -
Corporate headquarters (1.4) (1.4)
----- ----- -----
$ 9.6 $ 6.3 $ 3.3 52
===== ===== =====
</TABLE>
Industrial Environmental Services revenues increased due to the higher
production volumes of steel mill customers, significant improvements in the
aluminum industry that resulted in increased prices and volume, and an increased
supply of used beverage cans for recycling at our Idaho facility. Treatment and
Disposal Services revenues increased primarily because of 1995 billings for
equipment installations under a long-term contract to design and supply a
scrubber sludge stabilization system for an electric utility.
Industrial Environmental Services gross profit increased for the same
reasons as the revenue increase discussed above. Treatment and Disposal
Services' gross profit improvement was due to profit on a long-term
stabilization system contract that commenced in the middle of 1994. Continuation
of current profit levels from such long-term contracts will depend upon the
Company's ability to secure additional contracts for the second half of 1995 and
beyond. Increased volume and reduced pricing resulted in landfilling profits
that were level with 1994.
A $.3 million overall decrease in selling, general and administrative
expenses, together with the $3 million gross profit increase, improved first
quarter operating income by $3.3 million. Headcount reductions subsequent to the
first quarter of
<PAGE>
1994 reduced Industrial Environmental Services' ongoing selling, general and
administrative costs by $.4 million in 1995. A $.4 million 1995 provision for
additional Industrial Environmental Services severance costs was offset by a
Treatment and Disposal Services gain resulting from the sale of its prospective
Pennsylvania landfill site, designated for disposal as part of the Company's
1993 restructuring, for more than previously estimated.
Interest expense increased $.7 million, primarily due to higher average
debt levels.
Due to the factors described above, 1995 net income was $1.6 million
compared with a 1994 net loss of $.5 million.
Class G preferred stock dividend requirements in 1995 were $.2 million
lower than in 1994, due to the retirement of 100,800 shares in 1994. The 1994
quarter benefited from a $.4 million gain from retiring 30,000 shares of Class G
preferred stock.
Liquidity and Capital Resources
The Company's liquidity requirements arise primarily from the funding of
its capital expenditures, Treatment and Disposal Services trust fund payments,
working capital needs and debt service obligations. The Company must also fund
the remaining costs of its 1993 restructuring. Historically, the Company has met
such requirements with cash flows generated by operations and with additional
debt financing.
The Company expects to spend approximately $25 to $30 million for capital
expenditures in 1995, primarily for equipment additions. $7.3 million was spent
through March 31, 1995 and the Company is committed for an additional $10
million.
Treatment and Disposal Services' landfill permits require it to fund
closure and post-closure monitoring and maintenance obligations by making
essentially nonrefundable trust fund payments. The Company estimates its future
trust fund payments as follows: for the Idaho landfill, approximately $1.2
million annually through 1998; and for the Ohio landfill, approximately $3.4
million in late 1995 and $4 million in early 1996.
The consolidated condensed balance sheet reflects negative working capital
of $16.4 million at March 31, 1995, due to $5.5 million of estimated
restructuring costs and $10.4 million of estimated IU acquisition obligations,
both of which are unrelated to ongoing operations. After payment of $9.5 million
in the last three quarters of 1995, estimated annual IU payments are expected to
decline to approximately $3 million in 1996 and gradually thereafter to less
than $2 million by 1999. Also included in
<PAGE>
current liabilities is $9 million of bank revolving credit borrowings that the
Company elected to repay in April 1995.
The Company has not paid dividends on its Class G preferred stock since
July 1990 and is prohibited from paying dividends by its bank credit facility.
The bank credit facility, as amended, permits the Company to redeem (including
accumulated dividends) or retire additional shares of its Class G preferred
stock with up to $2.4 million in cash at any time. Subject to a test that
requires improved financial performance, this limit on additional Class G
retirements increases to $23.7 million. The facility also permits the Company to
redeem shares of its Class G preferred stock with the net cash proceeds from
future issuances of certain capital stock and debt. Redemption of the Class G
preferred stock outstanding at December 31, 1994 would require $34.1 million in
1996, assuming no dividends are paid earlier.
On March 15, 1995, a multiemployer pension plan contacted the Company
concerning a potential claim against the Company for deficiencies in the payment
of withdrawal liabilities by a subsidiary that was sold by IU prior to the
Company's acquisition of IU in 1988 (see Note D). The Company believes no such
claim would be warranted and, if asserted, would contest any such claim
vigorously. However, under the Multiemployer Pension Plan Amendments Act of
1980, a federal statute governing such plans, the plan trustees could require
the Company to make substantial monthly payments before any issues are
arbitrated or litigated. The Company believes it will ultimately prevail on the
issues. If onerous monthly payments are imposed by the plan, the Company will
take any and all actions it deems necessary and appropriate to protect itself
until the matter can be arbitrated and/or litigated on its merits. The Company
continues to believe that the underlying facts and circumstances support a
conclusion that these matters will be resolved with no material adverse effect
on its financial condition. The ultimate outcome could, however, result in a
charge that is material to results of operations or cash flows in a single
accounting period.
Cash on hand, funds from operations and borrowing capacity under the bank
credit facility are expected to satisfy the Company's normal operating and debt
service requirements through the term of the bank facility, as well as provide
funds to retire a portion of the Company's Class G preferred stock. The Company
expects to refinance the balance of the Class G preferred stock.
The bank credit facility provides $60 million of revolving credit borrowing
and letter of credit capacity, declining by $5 million on each of July 15, 1996
and 1997 and terminating on July 15, 1998. At March 31, 1995, $21 million of
revolving credit borrowings ($9 million of which was repaid in April) and $11.7
million of standby letters of credit were outstanding.
<PAGE>
Because its businesses are environmentally-oriented, and therefore highly
regulated, the Company is subject to violations alleged by environmental
regulators and, occasionally, fines. Such matters have not had and are not
expected to have a material impact on the Company's business. Environmental
compliance is discussed in Note D.
<PAGE>
PART II - OTHER INFORMATION
Item 3. Defaults Upon Senior Securities.
The Company's bank credit facility prohibits the Company from declaring and
paying dividends on its Class G $7.25 Cumulative Convertible Preferred Stock
(the "Class G Stock") until July 15, 1998. The Company has omitted regular
quarterly dividends since October 1990 on the Class G Stock. The total amount of
unpaid dividends on the outstanding shares of the Class G Stock is currently
approximately $8.3 million.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
2.1 - Second Modified Plan of Reorganization of the Company (incorporated
herein by reference to Exhibits 1, 2 and 3 to the Company's Current
Report on Form 8-K dated November 30, 1983 (File No. 1-1363)).
2.2 - Order, dated January 13, 1984, of the United States District Court for
the Northern District of Ohio (modifying the Second Modified Plan of
Reorganization of the Company) (incorporated herein by reference to
Exhibit 2.2 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1983 (File No. 1-1363)).
2.3 - Agreement and Plan of Merger, dated as of November 26, 1991, by and
among the Company, Envirosafe Services, Inc. and ESI Merger Co.
(incorporated by reference to Annex A to the Joint Proxy
Statement/Prospectus included in the Company's Registration Statement
on Form S-4, filed on January 24, 1992 (File No. 33-45270).
3.1 - Certificate of Incorporation of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989 (File No. 1- 1363)).
3.2 - Certificate of Amendment to the Certificate of Incorporation of the
Company, dated February 26, 1992 (incorporated herein by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991 (File No. 1- 1363)).
<PAGE>
3.3 - Certificate of Amendment to the Certificate of Incorporation of the
Company, dated August 5, 1993 (incorporated herein by reference to
Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1993 (File No. 1- 1363)).
3.4 - Certificate of Designation of Shares of Class H Cumulative Preferred
Stock of the Company (incorporated herein by reference to Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1987 (File No. 1- 1363)).
3.5 - Certificate of Designation of Shares of Class I Cumulative Redeemable
Preferred Stock, Series A, Increasing Rate of the Company
(incorporated herein by reference to Exhibit 3.5 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1987
(File No. 1-1363)).
3.6 - Certificate of Designation of Shares of Class I Cumulative Redeemable
Preferred Stock, Series B, Exchangeable of the Company (incorporated
herein by reference to Exhibit 3.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987 (File No.
1-1363)).
3.7 - Certificate of Designation of Shares of Class I Preferred Stock,
Series C of the Company (incorporated herein by reference to Exhibit
3.5 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990 (File No. 1- 1363)).
3.8 - Certificate of Designation of the Preferences of Class J Convertible
Preferred Stock of the Company (incorporated herein by reference to
Exhibit 3.7 to Amendment No. 1 to the Company's Registration Statement
on Form S-1, filed June 14, 1993 (File No. 33-62050)).
3.9 - Certificate of Correction to the Certificate of Designation of the
Preferences of Class J Convertible Preferred Stock of the Company
(incorporated herein by reference to Exhibit 4.8 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1993 (File No. 1- 1363)).
3.10 - By-Laws of the Company (incorporated herein by reference to Exhibit C
(pages C-1 to C-9) to the Company's Proxy Statement filed April 24,
1987, in
<PAGE>
respect of its 1987 Annual Meeting of Stockholders (File No.
1-1363)).
3.11 - Amendment to the By-Laws of the Company (incorporated herein by
reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987 (File No. 1-1363)).
4.1 - Term Loan Agreement, dated as of December 28, 1990, between West One
Bank, N.A., Imsamet of Idaho, Inc., the Company and International Mill
Service, Inc. (The Company agrees to furnish a copy of such agreement
to the Commission upon request).
4.2 - Letter Amendment, effective January 28, 1992, to the Term Loan
Agreement to which reference is made in Exhibit 4.1 to this Quarterly
Report on Form 10-Q. (The Company agrees to furnish a copy of such
agreement to the Commission upon request.)
4.3 - Loan and Security Agreement, dated as of April 6, 1993, between IMS
Funding Corporation and Greyhound Financial Corporation. (The Company
agrees to furnish a copy of such agreement to the Commission upon
request.)
4.4 - Indenture, dated as of July 1, 1993, between the Company and United
States Trust Company of New York, as Trustee, relating to the
Company's 9-3/4% Senior Notes due 2003, including the form of such
Notes attached as Exhibit A thereto (incorporated herein by reference
to Exhibit 4.10 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1993 (File No. 1-1363)).
4.5 - Registration Rights Agreement, dated as of May 13, 1993, among the
Company, FS Equity Partners II, L.P., The IBM Retirement Plan Trust
Fund and Enso Partners, L.P. (incorporated herein by reference to
Exhibit 4.29 to Amendment No. 1 to the Company's Registration
Statement on Form S-1, filed June 14, 1993 (File No. 33-62050)).
4.6 - Warrants to purchase shares of Common Stock of the Company issued to
FS Equity Partners II, L.P., pursuant to the Stock Purchase Agreement,
dated as of April 16, 1993, among the Company, The Dyson-Kissner-Moran
Corporation, WM Financial Corporation and FS Equity Partners II, L.P.,
as amended (incorporated herein by reference to Exhibit 4.30 to
Amendment No. 1 to the Company's Registration Statement on Form S-1,
filed June 14, 1993 (File No. 33-62050)).
<PAGE>
4.7 - Warrants to purchase shares of Common Stock of the Company issued to
The IBM Retirement Plan Trust Fund, pursuant to the Purchase Agreement
and Assignment and Assumption Agreement, dated as of May 13, 1993,
among the Company, FS Equity Partners II, L.P. and The IBM Retirement
Plan Trust Fund (incorporated herein by reference to Exhibit 4.31 to
Amendment No. 1 to the Company's Registration Statement on Form S-1,
filed June 14, 1993 (File No. 33-62050)).
4.8 - Warrants to purchase shares of Common Stock of the Company issued to
Enso Partners, L.P., pursuant to the Stock Purchase Agreement, dated
as of May 13, 1993, among the Company, The Dyson-Kissner-Moran
Corporation, WM Financial Corporation and Enso Partners, L.P.
(incorporated herein by reference to Exhibit 4.32 to Amendment No. 1
to the Company's Registration Statement on Form S-1, filed June 14,
1993 (File No. 33-62050)).
4.9 - Credit Agreement, dated as of June 24, 1993, among the Company,
International Mill Service, Inc., the banks parties thereto, Chemical
Bank, Banque Paribas and Credit Lyonnais New York Branch, as
Co-Agents, and Chemical Bank, as Administrative Agent (incorporated
herein by reference to Exhibit 28.3 to the Company's Current Report on
Form 8-K, dated July 1, 1993 (File No. 1-1363)).
4.10 - First Amendment to the Credit Agreement, dated as of December 23,
1993, among the Company, International Mill Service, Inc., the banks
parties thereto, Chemical Bank, Banque Paribas and Credit Lyonnais New
York Branch, as Co-Agents, and Chemical Bank, as Administrative Agent
(incorporated herein by reference to Exhibit 4.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993
(File No. 1-1363)).
4.11 - Second Amendment to the Credit Agreement, dated as of October 20,
1994, among the Company, International Mill Service, Inc., the banks
parties thereto, Chemical Bank, Banque Paribas and Credit Lyonnais New
York Branch, as Co-Agents, and Chemical Bank, as Administrative Agent
(incorporated herein by reference to Exhibit 4.11 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1994 (File No. 1-1363).
4.12 - Third Amendment to the Credit Agreement, dated as of January 13, 1995,
among the Company, International Mill Service, Inc., the banks parties
thereto,
<PAGE>
Chemical Bank, Banque Paribas and Credit Lyonnais New York Branch, as
Co-Agents, and Chemical Bank, as Administrative Agent (incorporated
herein by reference to Exhibit 4.12 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 (File No.
1-1363)).
4.13 - Warrants to purchase 244,445 shares of Common Stock issued to Chemical
Bank, NCNB Texas National Bank, Banque Paribas, and National Bank of
Canada (incorporated herein by reference to Exhibit 10.24 to Amendment
No. 2 to the Company's Registration Statement on Form S-1, filed
October 31, 1991 (File No. 33-42381)).
4.14 - Loan Agreement between the Industrial Development Corporation of
Owyhee County, Idaho and Envirosafe Services of Ohio, Inc. relating to
$8,500,000 Industrial Revenue Bonds, Series 1994, dated as of June 1,
1994, and related agreements. (The Company agrees to furnish a copy of
such agreements to the Commission upon request).
10.1 - EnviroSource, Inc. Stock Option Plan for Non-Affiliated Directors,
dated as of January 1, 1995 (incorporated herein by reference to
Exhibit 10.14 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No. 1-1363)).
10.2 - Stock Option Agreement, dated January 1, 1995, between the Company and
Arthur R. Seder, Jr. (incorporated herein by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (File No. 1-1363)).
10.3 - Stock Option Agreement, dated January 1, 1995, between the Company and
Wallace B. Askins (incorporated herein by reference to Exhibit 10.16
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-1363)).
10.4 - Stock Option Agreement, dated January 1, 1995, between the Company and
Raymond P. Caldiero (incorporated herein by reference to Exhibit 10.17
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-1363)).
10.5 - Stock Option Agreement, dated January 1, 1995,
<PAGE>
between the Company and Jeffrey G. Miller (incorporated herein by
reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 (File No. 1-1363)).
10.6 - Supplemental Executive Retirement Plan of the Company, effective
January 1, 1995 (incorporated herein by reference to Exhibit 10.19 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-1363)).
(b) Reports on Form 8-K.
During the quarter ended March 31, 1995, the Company filed no Current
Reports on Form 8-K.
<PAGE>
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.
Dated: May 5, 1995
EnviroSource, Inc.
By: James C. Hull
-------------------------
James C. Hull
Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains financial information extracted from EnviroSource, Inc.'s
Form 10-Q for the period ended March 31, 1995 and is qualified in its entirety
by reference to such financial information
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> MAR-31-1995
<CASH> 10,181
<SECURITIES> 0
<RECEIVABLES> 42,702
<ALLOWANCES> 639
<INVENTORY> 0
<CURRENT-ASSETS> 59,639
<PP&E> 288,111
<DEPRECIATION> 131,888
<TOTAL-ASSETS> 447,346
<CURRENT-LIABILITIES> 76,078
<BONDS> 250,135
<COMMON> 2,005
31,801
0
<OTHER-SE> 23,666
<TOTAL-LIABILITY-AND-EQUITY> 447,346
<SALES> 0
<TOTAL-REVENUES> 70,823
<CGS> 0
<TOTAL-COSTS> 61,212
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,983
<INCOME-PRETAX> 2,910
<INCOME-TAX> 1,335
<INCOME-CONTINUING> 1,575
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,575
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
