FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3122
Ogden Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-5549268
(State or other jurisdiction of I.R.S. Employer Identification
incorporation or organization) Number)
Two Pennsylvania Plaza, New York, New York 10121
(Address or principal executive office) (Zip Code)
(212)-868-6100
(Registrant's telephone number including
area code)
Not Applicable
(Former name, former 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 Section 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common
stock, as of June 30, 1996; 49,695,314 shares of Common Stock, $.50 par value
per share.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE THREE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
---------------- -----------------
1996 1995 1996 1995
---- ---- ---- ----
(In Thousands of Dollars, Except per Share Data)
<S> <C> <C> <C> <C>
Service revenues $ 759,080 $ 759,326 $377,224 $384,335
Net sales 292,738 239,372 154,083 135,934
Construction revenues 1,940 41,355 1,779 17,376
Net gain on disposition of businesses 13,013 13,013
--------- --------- -------- --------
Total revenues 1,066,771 1,040,053 546,099 537,645
--------- --------- -------- --------
Operating costs and expenses 626,723 623,803 311,022 319,370
Costs of goods sold 266,971 216,943 144,660 123,912
Construction costs 1,804 31,251 1,666 11,957
Selling, administrative and
general expenses 65,240 70,827 30,835 34,242
Debt service charges 55,570 55,531 27,265 29,383
--------- --------- -------- --------
Total costs and expenses 1,016,308 998,355 515,448 518,864
--------- --------- -------- --------
Consolidated operating income 50,463 41,698 30,651 18,781
Equity in net income of investees
and joint ventures 1,226 3,383 1,363 1,205
Interest income 7,072 7,348 4,043 3,434
Interest expense (15,099) (14,885) (7,578) (7,664)
Other income (deductions)-net 225 116 209 488
-------- --------- -------- --------
Income before income taxes
and minority interests 43,887 37,660 28,688 16,244
Less: income taxes 18,433 16,747 12,049 7,236
minority interests (722) (1,259) (249) (1,072)
--------- --------- -------- --------
Net income $ 26,176 $ 22,172 $ 16,888 $ 10,080
========= ========= ======== ========
EARNINGS PER COMMON SHARE $ .53 $ .45 $ .34 $ .21
========= ========= ======== ========
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, DECEMBER 31,
1996 1995
---- ----
(In Thousands of Dollars)
ASSETS
Current Assets:
Cash and cash equivalents $ 124,141 $ 96,782
Marketable securities available for sale 2,691 13,939
Restricted funds held in trust 99,482 95,238
Receivables (less allowances: 1996,
$39,397 and 1995, $37,039) 521,555 597,644
Deferred income taxes 32,045 31,979
Other 102,953 90,784
----------- -----------
Total current assets 882,867 926,366
Property, plant and equipment-net 1,842,290 1,879,179
Restricted funds held in trust 216,855 218,551
Unbilled service and other receivables 228,679 191,753
Unamortized contract acquisition costs 151,543 148,342
Goodwill and other intangible assets 82,315 87,596
Other assets 192,871 200,884
----------- -----------
Total Assets $ 3,597,420 $ 3,652,671
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Current liabilities:
Current portion of long-term debt $ 3,957 $ 4,680
Current portion of project debt 57,937 55,774
Dividends payable 15,531 15,294
Accounts payable 110,130 114,648
Federal and foreign income taxes payable 6,000
Accrued expenses, etc. 298,324 291,421
Deferred income 30,897 28,702
----------- -----------
Total current liabilities 522,776 510,519
Long-term debt 337,525 344,333
Project debt 1,528,593 1,551,203
Deferred income taxes 305,950 310,400
Other liabilities 200,623 230,558
Minority interest 9,356 10,030
Convertible subordinated debentures 148,650 148,650
----------- -----------
Total Liabilities 3,053,473 3,105,693
----------- -----------
Shareholders' Equity:
Serial cumulative convertible preferred
stock, par value $1.00 per share;
authorized 4,000,000 shares; shares
outstanding: 48,016 in 1996 and
49,469 in 1995; net of treasury
shares of 29,820 in 1996 and 1995,
respectively 48 50
Common stock, par value $.50 per share;
authorized, 80,000,000 shares; shares
outstanding: 49,695,314 in 1996 and
49,467,781 in 1995, net of treasury
shares of 3,646,123 and 3,735,123 in
1996 and 1995, respectively 24,848 24,734
Capital surplus 200,649 197,921
Earned surplus 323,104 328,047
Cumulative translation adjustment-net (3,988) (2,657)
Pension liability adjustment (760) (760)
Net unrealized gain (loss) on securities
available for sale 46 (357)
----------- -----------
Total Shareholders' Equity 543,947 546,978
----------- -----------
Total Liabilities and Shareholders' Equity $ 3,597,420 $ 3,652,671
=========== ===========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, 1996 December 31, 1995
Shares Amounts Shares Amounts
------ ------- ------ -------
(In Thousands of Dollars, Except Per Share Amounts)
<S> <C> <C> <C> <C>
Serial Cumulative Convertible Preferred
Stock, Par Value $1.00 Per Share;
Authorized 4,000,000 Shares:
Balance at beginning of period 79,289 $80 83,323 $84
Shares converted into common stock (1,453) (2) (4,034) (4)
-------------------- -------------------
Total 77,836 78 79,289 80
Treasury shares 29,820 30 29,820 30
-------------------- -------------------
Balance at end of period (aggregate
involuntary liquidation value - 1996
$967,522) 48,016 48 49,469 50
-------------------- -------------------
Common Stock, Par Value $.50 Per Share;
Authorized, 80,000,000 Shares:
Balance at beginning of period 53,202,904 26,602 52,641,215 26,320
Exercise of stock options, less common
stock utilized 129,871 65 10,735 6
Shares used for pooling of interests 526,869 264
Conversion of preferred shares 8,662 4 24,085 12
-------------------- -------------------
Total 53,341,437 26,671 53,202,904 26,602
-------------------- -------------------
Treasury shares at beginning of period 3,735,123 1,868 3,864,123 1,932
Exercise of stock options (89,000) (45) (129,000) (64)
-------------------- -------------------
Treasury shares at end of period 3,646,123 1,823 3,735,123 1,868
-------------------- -------------------
Balance at end of period 49,695,314 24,848 49,467,781 24,734
-------------------- -------------------
Capital Surplus:
Balance at beginning of period 197,921 194,496
Exercise of stock options, less common
stock utilized 2,730 2,620
Arising from pooling of interests 813
Conversion of preferred shares (2) (8)
---------- --------
Balance at end of period 200,649 197,921
---------- --------
Earned Surplus:
Balance at beginning of period 328,047 381,864
Net income 26,176 7,444
---------- --------
Total 354,223 389,308
---------- --------
Preferred dividends-per share 1996,
$1.6752, 1995, $3.35 81 171
Common dividends-per share 1996, $.625
1995, $1.25 31,038 61,090
---------- --------
Total dividends 31,119 61,261
---------- --------
Balance at end of period 323,104 328,047
---------- --------
Cumulative Translation Adjustment-Net (3,988) (2,657)
---------- --------
Pension Liability Adjustment (760) (760)
---------- --------
Net Unrealized Gain (Loss) on Securities
Available For Sale 46 (357)
---------- --------
TOTAL SHAREHOLDERS' EQUITY $ 543,947 $546,978
---------- --------
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30
------------------------
1996 1995
---- ----
(In Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Cash generated from operations $ 87,656 $ 86,146
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables 2,929 9,318
Other assets (41,417) (32,422)
Increase (Decrease) in Liabilities:
Accounts payable 4,460 (7,973)
Accrued expenses (11,868) (11,949)
Deferred income 1,942 3,734
Other liabilities (17,897) (33,567)
-------- ---------
Net cash provided by operating
activities 25,805 13,287
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of businesses 90,946
Entities purchased, net of cash acquired (7,259) (16,934)
Proceeds from sale of marketable securities
available for sale 13,158 68,857
Purchase of marketable securities available
for sale (2,203)
Proceeds from sale of property, plant and equipment 1,482 1,537
Investments in waste-to-energy facilities (7,374) (19,139)
Other capital expenditures (19,400) (32,254)
Decrease (increase) in other receivables (4,084) 324
Other (4,522) (2,179)
--------- ---------
Net cash provided by investing activities 60,744 212
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings for waste-to-energy facilities 28,676
Other new debt 6,230 18,917
Decrease (increase) in funds held in trust (1,629) 1,809
Payment of debt (64,437) (14,321)
Dividends paid (30,882) (28,967)
Other 2,852 2,617
--------- ---------
Net cash used by financing activities (59,190) (19,945)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 27,359 (6,446)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 96,782 117,359
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 124,141 $ 110,913
========= =========
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
JUNE 30, 1996
ITEM 1 - BASIS OF PRESENTATION:
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and cash flows in conformity with
generally accepted accounting principles. However, in the opinion of Management,
all adjustments consisting of normal recurring accruals necessary for a fair
presentation of the operating results have been included in the statements.
In connection with Ogden's restructuring plan, the environmental business of
Ogden Environmental and Energy Services (OEES) was transferred to Ogden
Projects, Inc. as of January 1, 1996. In the first quarter of 1996 the
laboratory business of OEES and W. J. Schafer, a unit of Ogden Technology
Services, were sold. The Ogden Professional Services group, another unit of
Ogden Technology Services, was sold in April 1996. The Facility Management
Services group operations, outside of New York, were sold in June 1996 and the
asbestos abatement operations were discontinued in June 1996.
The accompanying financial statements have been reclassified as to certain
amounts to conform with the 1996 presentation.
Operations:
Revenues for the first six months of 1996 were $26,700,000 higher than the
comparable period of 1995 primarily reflecting increased revenues of $52,000,000
in Entertainment Services, chiefly associated with new contracts, increased
customer activity primarily at sports venues, the start-up of operations in
Europe and the acquisition of Florida Leisure in 1996; $16,400,000 in Facility
Management Services primarily due to increased customer activity outside of New
York; a $13,000,000 net gain from the disposition of certain non-core
businesses, namely the sale of Facility Management Services operations outside
of New York, Ogden Professional Services and the discontinuance of asbestos
abatement operations; and $11,100,000 in Waste-to-Energy Services primarily
reflecting operations of the Montgomery County facility which commenced
operations in August 1995. These revenue increases were substantially offset by
reduced construction revenues of $39,400,000 primarily due to the completion of
the Montgomery County facility in August 1995, and reduced construction at the
Detroit Facility; $15,400,000 in Aviation Services, chiefly associated with
reduced activity in the air range and pilot training systems company and in a
Brazilian aviation unit which was disposed of in 1996; $10,300,000 in
Environmental Services, chiefly associated with the sale of its laboratory
business in
<PAGE>
January 1996; $5,600,000 in Technology Services primarily due to the disposition
of certain of these businesses sold in late 1995 and in 1996, partially offset
by increased revenues of Technology Services' remaining business, a contract
manufacturing operation.
Consolidated operating income for the six months ended June 30, 1996 was
$8,800,000 higher than the comparable period of 1995. Entertainment Services
operating income increased $5,700,000 primarily due to new contracts, increased
customer activity principally in sports venues, and the acquisition of Florida
Leisure in 1996. Aviation Services income was $4,900,000 lower due to a charge
of $6,700,000 reflecting the decision to close one of its ground services
locations, partially offset by increased operating income of $1,800,000
primarily in overseas operations. The operating income of Technology Services,
which businesses have largely been disposed or are planned to be disposed,
increased $4,600,000, largely reflecting the effect of a charge in 1995 of
$17,100,000, substantially offset by the operating income associated with the
businesses disposed of in late 1995 and in 1996, and reduced margins and
increased costs with respect to the remaining Technology Services business.
Operating income also increased $13,000,000 as a result of a net gain from the
disposition of certain non-core businesses, namely the sale of Facility Services
operations outside of New York, and a unit of the Technology Services, Ogden
Professional Services, and the discontinuance of asbestos abatement operations.
Projects' construction income was $9,800,000 lower reflecting the completion of
the Montgomery County facility in August 1995 and reduced construction activity
at the Detroit facility. Income from Projects' other operations were relatively
unchanged.
Selling, general and administrative expenses for the six months ended June 30,
1996 were $5,600,000 lower than the comparable period of 1995 chiefly associated
with the sale of Technology Services subsidiaries in late 1995 and in 1996. Debt
service charges for the first six months of 1996 were relatively flat. The
Corporation has three fixed interest rate swap agreements entered into as hedges
against interest rate exposure on three series of adjustable-rate project debt
that resulted in additional debt service of $387,000 in the first six months of
1996 and lower debt service of $165,000 in the first six months of 1995.
Interest income for the first six months of 1996 was $280,000 lower than the
comparable period of 1995 primarily due to lower interest income on investments
primarily offset by interest from State tax refunds and loans to joint ventures.
Interest expense was $210,000 higher chiefly associated with increased average
borrowings outstanding offset by a net decrease in variable rate interest costs,
including a net decrease of $290,000 in interest costs on two interest rate swap
agreements covering notional amounts of $100,000,000 and $7,100,000,
respectively. The first swap agreement expires on December 16, 1998 and was
entered into in order to convert Ogden's fixed rate $100,000,000 9.25%
debentures into variable rate debt. The second swap expires November 20, 2000
<PAGE>
and was entered into in December 1995 in order to convert Ogden's $7,100,000
variable rate debt to a fixed rate. During the first six months of 1996 and
1995, Ogden paid $70,000 and $360,000 on these swap agreements, respectively.
Equity in net income of investees and joint ventures for the six months ended
June 30, 1996 was $2,200,000 lower than the comparable period of 1995 primarily
reflecting lower earnings in Independent Power Joint Venture operations due to
reduced prices and power production.
The effective income tax rate for the six months ended June 30, 1996 was 42%
compared with 44% for the comparable period of 1995. This 2% decrease in the tax
rate is due primarily to the effect of a reduction of certain foreign losses and
the increased profitability of certain foreign operations combined with the use
of foreign tax loss carryforwards.
Revenues for the three months ended June 30, 1996 were $8,500,000 higher than
the comparable period of 1995 reflecting increased revenues of $27,000,000 in
Entertainment Services due to new contracts, increased customer activity,
primarily at sports venues, the start-up of operations in Europe and Argentina
and the acquisition of Florida Leisure in 1996; a $13,000,000 net gain from the
disposition of certain non-core businesses, previously described; $10,500,000 in
Facility Services primarily reflecting increased customer activity outside of
New York; $4,200,000 in Waste-to-Energy Services due primarily to the full
commercial operations of the Montgomery County facility which commenced
commercial operations in August 1995. These revenue increases were substantially
offset by reduced revenues of $21,300,000 in Technology Services primarily
reflecting the disposition of certain of these businesses in late 1995 and in
1996; $15,600,000 in construction revenues due primarily to the Montgomery
County facility being completed in August 1995 and reduced construction in the
Detroit facility; and $10,900,000 in Aviation Services chiefly associated with
reduced activity in the air range and pilot training systems company and the
absence of a Brazilian aviation unit disposed of in 1996.
Consolidated operating income for the three months ended June 30, 1996 was
$11,900,000 higher than the comparable period of 1995. Entertainment Services
operating income increased $3,000,000 primarily due to new contracts, increased
customer activity, and the acquisition of Florida Leisure in 1996. Aviation
Services income was $3,500,000 lower due to a charge of $6,700,000 reflecting
the decision to close one of its ground services locations, partially offset by
increased operating income of $3,200,000 primarily in overseas operations. The
operating income of Technology Services, which businesses have largely been
disposed or are expected to be disposed, increased $4,700,000, largely
reflecting the effect of a charge in the second quarter of 1995 of $17,100,000,
partially offset by the operating income associated with the businesses disposed
of in late 1995 and in 1996, and
<PAGE>
reduced margins and increased costs with respect to the remaining Technology
Services business. Operating income also increased $13,000,000 as a result of a
net gain from the disposition of certain non-core businesses, previously
described. Projects' construction income was $5,100,000 lower reflecting the
completion of the Montgomery County facility in August 1995 and reduced
construction activity at the Detroit facility. Income from Projects' other
operations were relatively unchanged.
Selling, general and administrative expenses for the three months ended June 30,
1996 were $3,400,000 lower than the comparable period of 1995 primarily due to
the sale of non-core Technology Service businesses in late 1995 and the first
quarter of 1996. Debt service charges for the three months ended June 30, 1996
were $2,100,000 lower than the comparable period of 1995 primarily reflecting
lower debt outstanding because of redemption and maturities on bonds. The three
interest rate swap agreements entered into as hedges against interest rate
exposure on series of adjustable-rate project debt resulted in additional debt
service of $160,000 in the second quarter of 1996 and $150,000 lower debt
service in the second quarter of 1995.
Interest income for the quarter ended June 30, 1996 was $600,000 higher than the
comparable period of 1995 principally due to interest on State tax refunds and
loans to joint ventures partially offset by lower interest income on
investments. Interest expense was flat for the three month period ending June
30, 1996 compared with the comparable period of 1995. During the three months
ending June 30, 1996 and 1995, Ogden paid $105,000 and $169,000 on two interest
rate swap agreements.
Equity net income of investees and joint ventures for the three months ended
June 30, 1996 was $200,000 higher than the comparable period of 1995.
The effective income tax rate for the three months ended June 30, 1996 was 42%
compared with 44% for the comparable period of 1995. This 2% decrease in the tax
rate is due primarily to the effect of a reduction of certain foreign losses and
the increased profitability of certain foreign operations combined with the use
of foreign tax loss carryforwards.
Capital Investments and Commitments: During the first six months of 1996,
capital investments amounted to $26,800,000, of which $7,400,000 inclusive of
restricted funds transferred from funds held in trust, was for Projects'
waste-to-energy operations and $19,400,000 was for normal replacement and growth
in Services' and Projects' operations.
At June 30, 1996, capital commitments amounted to $49,700,000 for normal
replacement, modernization, and growth in Services' ($38,900,000) and Projects'
($10,800,000) operations. In addition, compliance with recently promulgated
standards and guidelines under the Clean Air Act Amendments of 1990 may require
additional capital
<PAGE>
expenditures of $30,000,000 during the next four years.
Ogden and certain of its subsidiaries have issued or are party to performance
bonds and guarantees and related contractual obligations undertaken mainly
pursuant to agreements to construct and operate certain waste-to-energy,
entertainment, and other facilities. In the normal course of business, they are
involved in legal proceedings in which damages and other remedies are sought.
Management does not expect that these contractual obligations, legal
proceedings, or any other contingent obligation incurred in the normal course of
business will have a material adverse effect on Ogden's Consolidated Financial
Statements.
During 1994, a subsidiary of the Corporation entered into a 30-year facility
management contract pursuant to which it agreed to advance funds to a customer,
if necessary, to assist refinancing senior secured debt incurred in connection
with construction of the facility. Such refinancing requirements are not
expected to exceed $75,000,000 at maturity of the senior secured debt, which is
expected to be on or about March 1, 2001. In addition, at June 30, 1996, the
Corporation has guaranteed indebtedness of $15,300,000 of an affiliate and
principal tenant of this customer. Ogden continues as guarantor of surety bonds
and letters of credit totaling approximately $17,500,000 on behalf of
International Terminal Operating Co. Inc. and has guaranteed borrowings of
certain customers amounting to approximately $27,600,000. Management does not
expect that these arrangements will have a material adverse effect on Ogden's
Consolidated Financial Statements.
Liquidity/Cash Flow: Net cash provided from operating activities was $12,500,000
higher than the comparable period of 1995, primarily due to the timing of
federal and foreign income tax payments of $8,800,000 and the net effect of the
substantial completion of construction activity in 1995.
Net cash provided from investing activities was $60,500,000 higher than the
comparable period of 1995, primarily reflecting cash provided from the sale of
businesses of $90,900,000, lower capital expenditures of $24,600,000, lower
costs of acquisitions of $9,700,000, offset by a reduction in cash provided from
the sale of marketable securities of $55,700,000.
Net cash used in financing activities increased $39,200,000 over the comparable
period of 1995 primarily due to the net repayment of debt of $21,400,000,
increased dividends paid of $1,900,000, reduced other borrowings of $12,700,000,
and an increase in restricted funds held in trust of $3,400,000.
Exclusive of changes in waste-to-energy facility construction activities, the
Corporation's various types of contracts are not expected to have a material
effect on liquidity. Debt service associated with project debt, which is an
explicit component of a client community's obligation under its service
agreement, is paid
<PAGE>
as it is billed and collected. Cash required for investing and financing
activities is expected to be satisfied from operating activities; available
funds, including short-term investments; proceeds from the sale of non-core
businesses; and the Corporation's unused credit facilities to the extent needed.
At June 30, 1996, the Corporation had $126,832,000 in cash, cash equivalents,
and marketable securities and unused revolving credit lines of $177,288,000.
<PAGE>
Six Months Three Months
Information Concerning Ended June 30, Ended June 30,
Business Segments 1996 1995 1996 1995
- --------------------------------------------------------------------------------
(In Thousands of Dollars)
Revenues:
Services:
Aviation Services $ 220,965 $ 236,406 $112,649 $123,580
Entertainment Services 174,964 122,920 98,427 71,437
Technology Services 108,103 113,671 33,323 54,609
Facility Management Services 197,250 180,888 102,068 91,531
Other Services 6,594 2,817 4,489 841
Net gain on disposition of
businesses 13,013 13,013
---------- ---------- -------- --------
Total Services 720,889 656,702 363,969 341,998
--------- ---------- -------- --------
Projects:
Waste-To-Energy Services 253,506 242,384 130,197 125,952
Independent Power 29,698 28,588 16,203 15,135
Environmental Services 59,870 70,215 33,508 36,718
Water and Wastewater 868 809 443 466
Construction Activities 1,940 41,355 1,779 17,376
---------- ---------- -------- --------
Total Projects 345,882 383,351 182,130 195,647
---------- ---------- -------- --------
Total Revenues $1,066,771 $1,040,053 $546,099 $537,645
========== ========== ======== ========
Income From Operations:
Services $ 26,273 $ 9,156 $ 13,235 $ (2,496)
Projects 29,012 38,569 19,876 24,697
---------- ---------- -------- --------
Total Income from Operations 55,285 47,725 33,111 22,201
Equity in net income (loss) of
investees and joint ventures:
Services 1,240 1,527 1,107 695
Projects (14) 1,856 256 510
---------- --------- -------- --------
Total 56,511 51,108 34,474 23,406
Corporate unallocated expenses-net (4,597) (5,911) (2,251) (2,932)
Corporate interest-net (8,027) (7,537) (3,535) (4,230)
----------- --------- -------- --------
Income Before Income Taxes and
Minority Interests $ 43,887 $ 37,660 $ 28,688 $ 16,244
========== ========== ======== ========
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Ogden Corporation and its subsidiaries (the "Company") are parties
to various legal proceedings involving matters arising in the ordinary course of
business. The Company does not believe that there are any pending legal
proceedings for damages against the Company, including the legal proceeding
described below, the outcome of which would have a material adverse effect on
the Company on a consolidated basis.
As previously disclosed, Ogden was the defendant in actions brought
in state court in Fort Worth and Houston, Texas by several individuals who
claimed that Ogden had breached its obligations to them to develop a hazardous
waste facility. In March 1995, the Fort Worth court entered partial summary
judgment for the plaintiffs (the "Fort Worth Plaintiffs") in that action on the
issue of whether Ogden had breached its contractual obligations. Subsequently,
the Houston case was abated and the plaintiffs in that case (the "Intervening
Plaintiffs") intervened in the Fort Worth action. In October 1995 the Company
settled with the Fort Worth Plaintiffs, pursuant to which the summary judgment
was vacated and on May 30 1996, the Company settled all issues relating to the
Intervening Plaintiffs.
(b) Environmental Matters
The Company conducts regular inquiries of its subsidiaries regarding
litigation and environmental violations which include determining the nature,
amount and likelihood of liability for any such claims, potential claims or
threatened litigation.
In the ordinary course of its business, the Company may become
involved in Federal, state, and local proceedings relating to the laws
regulating the discharge of materials into the environment and the protection of
the environment. These include proceedings for the issuance, amendment, or
renewal of the licenses and permits pursuant to which a Company subsidiary
operates. Such proceedings also include actions brought by individuals or local
governmental authorities seeking to overrule governmental decisions on matters
relating to the subsidiaries' operations in which the subsidiary may be, but is
not necessarily, a party. Most proceedings brought against the Company by
governmental authorities or private parties under these laws relate to alleged
technical violations of regulations, licenses, or permits pursuant to which a
subsidiary operates. The Company believes that such proceedings will not have a
material adverse effect on the Company on a consolidated basis.
<PAGE>
The Company's operations are subject to various Federal, state and
local environmental laws and regulations, including the Clean Air Act, the Clean
Water Act, the Comprehensive Environmental Response Compensation and Liability
Act (CERCLA) and Resource Conservation and Recovery Act (RCRA). Although the
Company operations are occasionally subject to proceedings and orders pertaining
to emissions into the environment and other environmental violations, the
Company believes that it is in substantial compliance with existing
environmental laws and regulations.
In connection with certain previously divested operations, the
Company may be identified, along with other entities, as being among potentially
responsible parties responsible for contribution for costs associated with the
correction and remediation of environmental conditions at various hazardous
waste disposal sites subject to CERCLA. In certain instances the Company may be
exposed to joint and several liability for remedial action or damages. The
Company's ultimate liability in connection with such environmental claims will
depend on many factors, including its volumetric share of waste, the total cost
of remediation, the financial viability of other companies that also sent waste
to a given site and its contractual arrangement with the purchaser of such
operations.
The potential costs related to such matters and the possible impact
on future operations are uncertain due in part to the complexity of government
laws and regulations and their interpretations, the varying costs and
effectiveness of cleanup technologies, the uncertain level of insurance or other
types of recovery, and the questionable level of the Company's responsibility.
Although the ultimate outcome and expense of environmental remediation is
uncertain, the Company believes that required remediation and continuing
compliance with environmental laws will not have a material adverse effect on
the Company on a consolidated basis.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of Ogden
Corporation was held on May 23, 1996.
(b) Not Required
(c) (i) Proposal 1: Election of six directors for a
three year term:
Number of votes for Withheld
Ralph E. Ablon 42,419,736 1,201,896
Terry Allen Kramer 42,431,211 1,190,421
Maria P. Monet 39,574,814 4,046,818
Jesus Sainz 42,470,102 1,151,530
Frederick Seitz 42,460,890 1,160,742
Helmut Volcker 42,185,675 1,435,957
<PAGE>
(ii) Proposal 2: Ratification of the selection of
Deloitte & Touche LLP as independent public
accounts of the corporation and its subsidiaries
for the year 1996:
For Against Abstain Broker Non-Vote
43,113,686 329,005 178,941 - 0 -
(iii) Proposal 3: Stockholder proposal requesting the Board of
Directors take the steps necessary to provide that new
Directors be elected annually and not by classes:
For Against Abstain Broker Non-Vote
17,789,345 18,422,337 879,041 6,530,909
(iv) Proposal 4: Stockholder proposal requesting the Board of
Directors to adopt a policy against entering into compensation
awards to officers and directors which are contingent on a
change in control unless such award is submitted to a vote of
shareholders:
For Against Abstain Broker Non-Vote
14,993,797 20,416,836 1,680,090 6,530,909
(v) Proposal 5: Stockholder proposal requesting the Board of
Directors take steps necessary to require all non-employee
directors receive a minimum of 50% of their total compensation
in the form of Ogden stock which cannot be sold for three
years:
For Against Abstain Broker Non-Vote
5,967,252 30,312,556 810,915 6,530,909
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2 Plan of Acquisition, Reorganization
Arrangement, Liquidation or Succession.
2.1 Agreement and Plan of Merger, dated as of October 31, 1989,
among Ogden, ERCI Acquisition Corporation and ERC
International, Inc.*
2.2 Agreement and Plan of Merger among Ogden
Corporation, ERC International Inc., ERC
Acquisition Corporation and ERC Environmental
and Energy Services Co., Inc. dated as of
January 17, 1991.*
2.3 Amended and Restated Agreement and Plan of
Merger among Ogden Corporation, OPI
Acquisition Corporation sub. and Ogden
Projects, Inc., dated as of September 27,
1994.*
3 Articles of Incorporation and By-Laws.
3.1 Ogden's Restated Certificate of Incorporation
as amended.*
4 Instruments Defining Rights of Security
Holders.
4.1 Fiscal Agency Agreement between Ogden and
Bankers Trust Company, dated as of June 1,
1987 and Offering Memorandum dated June 12,
1987, relating to U.S. $85 million Ogden 6%
Convertible Subordinated Debentures, Due
2002.*
4.2 Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of October 15, 1987, and Offering
Memorandum, dated October 15, 1987, relating to U.S. $75
million Ogden 5-3/4% Convertible Subordinated
Debentures, Due 2002.*
4.3 Indenture dated as of March 1, 1992 from Ogden Corporation
to The Bank of New York, Trustee, relating to Ogden's $100
million debt offering.*
- ----------
* Incorporated by reference as set forth in the Exhibit Index
of this Form 10-Q.
<PAGE>
10 Material Contracts
10.1 Credit Agreement by and among Ogden, The Bank of New York,
as Agent and the signatory Lenders thereto dated as of
September 20, 1993.*
(i) Amendment to Credit Agreement, dated as
of November 16, 1995.*
10.2 Rights Agreement between Ogden Corporation
and Manufacturers Hanover Trust Company,
dated as of September 20, 1990.*
10.3 Executive Compensation Plans and Agreements.
(a) Ogden Corporation 1986 Stock Option
Plan.*
(b) Ogden Corporation 1990 Stock Option
Plan.*
(i) Ogden Corporation 1990 Stock Option
Plan as Amended and Restated as of
January 19, 1994.*
(c) Ogden Services Corporation Executive
Pension Plan.*
(d) Ogden Services Corporation Select
Savings Plan.*
(i) Ogden Services Corporation Select
Savings Plan Amendment and
Restatement as of January 1, 1995.*
(e) Ogden Services Corporation Select
Savings Plan Trust.*
(i) Ogden Services Corporation Select
Savings Plan Trust Amendment and
Restatement as of January 1, 1995.*
(f) Ogden Services Corporation Executive
Pension Plan Trust.*
(g) Changes effected to the Ogden Profit
Sharing Plan effective January 1, 1990.*
(h) Employment Letter Agreement between
Ogden and an executive officer dated
January 30, 1990.*
- ----------
* Incorporated by reference as set forth in the Exhibit Index
of this Form 10-Q.
<PAGE>
(i) Employment Agreement between R. Richard
Ablon and Ogden dated as of May 24,
1990.*
(i) Letter Amendment to Employment
Agreement between Ogden Corporation
and R. Richard Ablon, dated as of
October 11, 1991.*
(j) Employment Agreement between Ogden and
C.G. Caras dated as of July 2, 1990.*
(i) Letter Amendment to Employment
Agreement between Ogden Corporation
and C.G. Caras, dated as of October
11, 1990.*
(k) Employment Agreement between Ogden and
Philip G. Husby, dated as of July 2,
1990.*
(l) Termination Letter Agreement between
Maria P. Monet and Ogden dated as of
October 22, 1990.*
(m) Letter Agreement between Ogden
Corporation and Ogden's Chairman of the
Board, dated as of January 16, 1992.*
(n) Employment Agreement between Ogden
Corporation and Ogden's Chief Accounting
Officer dated as of December 18, 1991.*
(o) Employment Agreement between Scott G.
Mackin and Ogden Projects, Inc. dated as
of January 1, 1994.*
(p) Ogden Corporation Profit Sharing Plan.*
(i) Ogden Profit Sharing Plan as amended and restated
January 1, 1991 and as in effect through January
1, 1993.*
(ii) Ogden Profit Sharing Plan as
amended and restated effective as
of January 1, 1995.*
(q) Ogden Corporation Core Executive Benefit
Program.*
- ----------
* Incorporated by reference as set forth in the Exhibit Index
of this Form 10-Q.
<PAGE>
(r) Ogden Projects Pension Plan.*
(s) Ogden Projects Profit Sharing Plan.*
(t) Ogden Projects Supplemental Pension and
Profit Sharing Plans.*
(u) Ogden Projects Employees' Stock Option
Plan.*
(i) Amendment dated as of December 29,
1994, to the Ogden Projects
Employees' Stock Option Plan.*
(v) Ogden Projects Core Executive Benefit
Program.*
(w) Ogden Corporation CEO Formula Bonus
Plan.*
(x) Form of amendments to the Ogden
Projects, Inc. Pension Plan and Profit
Sharing Plans effective as of January 1,
1994.*
(i) Form of amended Ogden Projects
Profit Sharing Plan effective as of
January 1, 1994 and incorporated
herein by reference.*
(ii) Form of amended Ogden Projects
Pension Plan, effective as of
January 1, 1994 and incorporated
herein by reference.*
10.4 First Amended and Restated Ogden Corporation
Guaranty Agreement made as of January 30,
1992 by Ogden Corporation for the benefit of
Mission Funding Zeta and Pitney Bowes Credit
Corporation.*
10.5 Ogden Corporation Guaranty Agreement made as
of January 30, 1992 by Ogden Corporation for
the benefit of Allstate Insurance Company and
Ogden Martin Systems of Huntington Resource
Recovery Nine Corp.*
11 Detail of Computation of Earnings applicable
to Common Stock.
<PAGE>
27 Financial Data Schedule (EDGAR Filing Only).
- ----------
* Incorporated by reference as set forth in the Exhibit Index
of this Form 10-Q.
(b) Reports on Form 8-K
There were no Form 8-K Current Reports filed during the Second
Quarter of 1996.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
2 Plan of Acquisition,
Reorganization Arrangement,
Liquidation or Succession.
2.1 Agreement and Plan of Merger, Filed as Exhibit 2 to Ogden's
dated as of October 31, 1989, Form S-4 Registration Statement
among Ogden, ERCI Acquisition File No. 33-32155, and
Corporation and ERC International incorporated herein by
Inc. reference.
2.2 Agreement and Plan of Merger Filed as Exhibit (10)(x) to
among Ogden Corporation, ERC Ogden's Form 10-K for the
International Inc., ERC fiscal year ended December 31,
Acquisition Corporation and 1990 and incorporated herein
ERC Environmental and Energy by reference.
Services Co., Inc. dated as of
January 17, 1991.
2.3 Amended and Restated Agreement Filed as Exhibit 2 to Ogden's
and Plan of Merger among Ogden Form S-4 Registration Statement
Corporation, OPI Acquisition File No. 33-56181 and
Corporation sub. and Ogden incorporated herein by
Projects, Inc. dated as of reference.
September 27, 1994.
3 Articles of Incorporation and
By-Laws.
3.1 Ogden's Restated Certificate Filed as Exhibit (3)(a)
of Incorporation as amended. to Ogden's Form 10-K for the
fiscal year ended December 31,
1988 and incorporated herein
by reference.
4 Instruments Defining Rights of
Security Holders.
4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and
Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K
dated as of June 1, 1987 and filed with the Securities and
Offering Memorandum dated June Exchange Commission on July 7,
12, 1987, relating to U.S. 1987 and incorporated herein
$85 million Ogden 6% Convertible by reference.
Subordinated Debentures, Due 2002.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
4.2 Fiscal Agency Agreement between Filed as Exhibit (4) to Ogden's
Ogden and Bankers Trust Company, Form S-3 Registration Statement
dated as of October 15, 1987, filed with the Securities and
and Offering Memorandum, dated Exchange Commission on December
October 15, 1987, relating to 4, 1987, Registration No.
U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated
Convertible Subordinated herein by reference.
Debentures, Due 2002.
4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to
1992 from Ogden Corporation to Ogden's Form 10-K for fiscal
The Bank of New York, Trustee, year ended December 31, 1991,
relating to Ogden's $100 million and incorporated herein by
debt offering. reference.
10 Material Contracts
10.1 Credit Agreement by and among Filed as Exhibit No. 10.2 to
Ogden, The Bank of New York, as Ogden's Form 10-K for fiscal
Agent and the signatory Lenders year ended December 31, 1993,
thereto dated as of September 20, and incorporated herein by
1993. reference.
(i) Amendment to Credit Filed as Exhibit 10.1(i) to
Agreement, dated as of Ogden's Form 10-K for the
November 16, 1995. fiscal year ended December
31, 1995 and incorporated
herein by reference.
10.2 Rights Agreement between Ogden Filed as Exhibit (10)(h) to
Corporation and Manufacturers Ogden's Form 10-K for the
Hanover Trust Company, dated as fiscal year ended December 31,
of September 20, 1990. 1990 and incorporated herein
by reference.
10.3 Executive Compensation Plans and
Agreements.
(a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1985 and incorporated herein
by reference.
(b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to
Stock Option Plan as Ogden's Form 10-Q for the
Amended and Restated as of quarterly period ended
January 19, 1994. September 30, 1994 and
incorporated herein by
reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(c) Ogden Services Corporation Filed as Exhibit (10)(k) to
Executive Pension Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(d) Ogden Services Corporation Filed as Exhibit (10)(l) to
Select Savings Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to
Select Savings Plan Ogden's Form 10-K for the
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 and incorporated herein by
reference.
(e) Ogden Services Corporation Filed as Exhibit (10)(m) to
Select Savings Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to
Select Savings Plan Trust Ogden's Form 10-K for the fiscal
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 and incorporated herein by
reference.
(f) Ogden Services Corporation Filed as Exhibit (10)(n) to
Executive Pension Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(g) Changes effected to the Ogden Filed as Exhibit (10)(o) to
Profit Sharing Plan effective Ogden's Form 10-K for the
January 1, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(h) Employment Letter Agreement Filed as Exhibit (10)(p) to
between Ogden and an executive Ogden's Form 10-K for the
officer dated January 30, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Employment Agreement between Filed as Exhibit (10)(r) to
R. Richard Ablon and Ogden Ogden's Form 10-K for the
dated as of May 24, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(r)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and R. Richard Ablon, dated 1990 and incorporated herein
as of October 11, 1990. by reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(j) Employment Agreement between Filed as Exhibit (10)(s) to
Ogden and C. G. Caras dated Ogden's Form 10-K for the
as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(s)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and C. G. Caras, dated as 1990 and incorporated herein
of October 11, 1990. by reference.
(k) Employment Agreement between Filed as Exhibit (10)(t) to
Ogden and Philip G. Husby, Ogden's Form 10-K for the
dated as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(l) Termination Letter Agreement Filed as Exhibit (10)(v) to
between Maria P. Monet and Ogden Ogden's Form 10-K for the
dated as of October 22, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to
Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal
of the Board, dated as of year ended December 31, 1991
January 16, 1992. and incorporated herein by
reference.
(n) Employment Agreement between Filed as Exhibit 10.2 (q) to
Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal
Chief Accounting Officer dated year ended December 31, 1991
as of December 18, 1991. and incorporated herein by
reference.
(o) Employment Agreement between Filed as Exhibit 10.8(o) to
Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal
Projects, Inc. dated as of year ended December 31, 1993
January 1, 1994. and incorporated herein by
reference.
(p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to
as amended and restated Ogden's Form 10-K for fiscal
January 1, 1991 and as in year ended December 31, 1993
effect through January 1, and incorporated herein by
1993. reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to
as amended and restated Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994 and
1995. incorporated herein by
reference.
(q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to
Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to
Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(u) Ogden Projects Employees' Stock Filed as Exhibit 10.8(u) to
Option Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(i) Amendment dated as of Filed as Exhibit 10.7(u)(i)
December 29, 1994, to the to Ogden's Form 10-K for fiscal
Ogden Projects Employees' year ended December 31, 1994
Stock Option Plan. and incorporated herein by
reference.
(v) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(w) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to
Bonus Plan. Ogden's Form 10-Q for quarterly
period ended September 30, 1994
and incorporated herein by
reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(x) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to
Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal
Profit Sharing Plans effective as year ended December 31, 1993
of January 1, 1994. and incorporated herein by
reference.
(i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to
Projects Profit Sharing Ogden's Form 10-K for fiscal
Plan effective as of year ended December 31, 1994
January 1, 1994 and and incorporated herein by
incorporated herein by reference.
reference.
(ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to
Projects Pension Plan, Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994
1994 and incorporated and incorporated herein by
herein by reference. reference.
10.4 First Amended and Restated Filed as Exhibit 10.3 (b) (i)
Ogden Corporation Guaranty to Ogden's Form 10-K for
Agreement made as of January 30, fiscal year ended December 31,
1992 by Ogden Corporation for 1991 and incorporated herein
the benefit of Mission Funding by reference.
Zeta and Pitney Bowes Credit
Corporation.
10.5 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii)
Agreement made as of January to Ogden's Form 10-K for
30, 1992 by Ogden Corporation fiscal year ended December 31,
for the benefit of Allstate 1991 and incorporated herein
Insurance Company and Ogden by reference.
Martin Systems of Huntington
Resource Recovery Nine Corp.
11 Ogden Corporation and Transmitted herewith as
Subsidiaries Detail of Exhibit 11.
Computation of Earnings
Applicable to Common Stock.
27 Financial Data Schedule. Transmitted herewith as
Exhibit 27.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
OGDEN CORPORATION
(Registrant)
Date: August 14, 1996 By:/S/ Philip G. Husby
-------------------
Philip G. Husby
Senior Vice President and
Chief Financial Officer
Date: August 14, 1996 By:/S/ Robert M. DiGia
-------------------
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer
EXHIBIT 11
OGDEN CORPORATION AND SUBSIDIARIES
<TABLE>
DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
<CAPTION>
FOR THE SIX MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
(In Thousands)
<S> <C> <C> <C> <C>
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE:
Average number of common shares 49,610 49,334 49,674 49,355
======== ======== ======== ========
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Average number of common shares 49,610 43,334 49,674 49,355
Shares issuable for conversion of preferred stock 292 312 290 308
-------- -------- -------- --------
Number of shares used for computation 49,902 49,646 49,964 49,663
======== ======== ======== ========
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES:
Net income $ 26,176 $ 22,172 $ 16,888 $ 10,080
Less: dividends on Ogden preferred stock (81) (87) (40) (43)
-------- -------- -------- --------
Consolidated income applicable to Ogden common stock $ 26,095 $ 22,085 $ 16,848 $ 10,037
======== ======== ======== ========
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES-
ASSUMING FULL DILUTION:
Net income $ 26,176 $ 22,172 $ 16,888 $ 10,080
======== ======== ======== ========
</TABLE>
Note:
Earnings per common share was computed by dividing net income, increased
(decreased) for adjustments arising from minority interest in consolidated
subsidiaries, reduced by preferred stock dividend requirements, by the
weighted average of the number of shares of common stock and common stock
equivalents, where dilutive, outstanding during each period.
Earnings per common share, assuming full dilution, were computed on the
assumption that all convertible debentures, convertible preferred stock,
and stock options converted or exercised during each period, or
outstanding at the end of each period were converted at the beginning of
each period or at the date of issuance or grant, if dilutive. This
computation provides for the elimination of related convertible debenture
interest and preferred dividends.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 124,141
<SECURITIES> 2,691
<RECEIVABLES> 570,498
<ALLOWANCES> 39,397
<INVENTORY> 56,702
<CURRENT-ASSETS> 892,413
<PP&E> 2,365,311
<DEPRECIATION> 523,021
<TOTAL-ASSETS> 3,607,966
<CURRENT-LIABILITIES> 533,322
<BONDS> 2,014,768
0
48
<COMMON> 24,848
<OTHER-SE> 519,051
<TOTAL-LIABILITY-AND-EQUITY> 3,607,966
<SALES> 299,738
<TOTAL-REVENUES> 1,066,771
<CGS> 266,971
<TOTAL-COSTS> 677,525
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 6,572
<INTEREST-EXPENSE> 15,099
<INCOME-PRETAX> 43,887
<INCOME-TAX> 18,433
<INCOME-CONTINUING> 26,176
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,176
<EPS-PRIMARY> 0.53
<EPS-DILUTED> 0.52
</TABLE>
