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 September 30, 1995
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 September 30, 1995; 48,917,223 shares of Common Stock, $.50
par value per share.<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
Operations:
Revenues for the first nine months of 1995 were $79,800,000 higher than the
comparable period of 1994 primarily due to increased revenues of $55,500,000
in Aviation Services, reflecting the acquisition in 1995 of an air range and
pilot training systems company, four airline catering kitchens in the Canary
and Balearic Islands, and an airline cargo operation at Heathrow Airport in
the United Kingdom as well as increased activity in overseas operations;
$36,000,000 in Technology Services primarily due to increased customer
activity and new contracts in the Atlantic Design Group as well as the
start-up of operations in Ireland; $25,500,000 in Waste-to-Energy Services
primarily due to revenues generated at the Lee, Onondaga and Montgomery
County facilities which commenced operations in December 1994, March 1995
and August 1995, respectively; $25,600,000 in Independent Power Services
reflecting the acquisition of Second Imperial Geothermal Company (SIGC) in
December 1994; and $25,000,000 in Entertainment Services primarily due to
new contracts at Wrigley Field, the Target Center and amphitheaters as well
as the start-up of operations in the United Kingdom. These increases were
partially offset by a decrease of $103,000,000 in construction revenues due
to the completion of the Union County and Lee County facilities in May and
December 1994, respectively, and from reduced construction activity at the
Montgomery County facility as the project nears completion.
Consolidated operating income for the first nine months of 1995 was
$15,200,000 lower than the comparable period of 1994 reflecting in part a
decrease of $11,700,000 in Technology Services, primarily due to a charge
taken by Ogden Communications, Inc. ("OCI") in the second quarter of 1995 of
$17,100,000. This charge included the write-off of receivables and related
costs recorded in connection with a project for the assembly and
installation of telecommunication equipment, as well as a reduction in the
carrying value of other inventory acquired by this unit. Additionally,
Waste-to-Energy Services income (service revenues less operating costs and
debt service charges) was $10,000,000 lower, primarily reflecting a
litigation settlement of $3,700,000 relating to the Company's discontinued
hazardous waste business, a restructuring charge of $2,600,000 for severance
pay, as well as from costs incurred for repairs related to a boiler
explosion at the Lancaster facility and additional costs incurred during the
1995 period at various facilities. Entertainment Services income was
$4,500,000 lower chiefly associated with lower income from the Ottawa
Palladium, and lower attendance at sporting events; Environmental Service
income was $4,000,000 lower chiefly associated with reduced activity in the
laboratory analysis group. These decreases were partially offset by
increased construction income of $9,000,000 on the Montgomery County and
Detroit facilities; $4,600,000 in Independent Power reflecting the
acquisition of SIGC in December 1994; and $1,700,000 in Aviation Services
principally due to companies acquired in late 1994 and 1995. Selling,
general and administrative expenses for the nine months ended September 30,
1995 were $2,900,000 higher than the comparable period of 1994, chiefly
associated with expenses of companies acquired in transactions accounted for
as purchases in 1995. Debt service charges for the nine months ended
September 30, 1995 increased $8,700,000 over the comparable period of 1994
chiefly associated with the Onondaga facility being in full commercial
operation during 1995 and $3,400,000 for the project debt assumed as part of
the SIGC acquisition. Two interest rate swap agreements entered into as
hedges against interest rate exposure on two series of adjustable rate
project debt resulted in lower debt service charges of $198,000 in the first
nine months of 1995 and additional debt service charges of $1,400,000 in the
comparable period of 1994.
Interest income for the first nine months of 1995 was $2,600,000 higher than
the comparable period of 1994, primarily reflecting interest earned on loans
made in the second half of 1994. Interest expense for the first nine months
of 1995 was $4,800,000 higher than the comparable period of 1994, chiefly
associated with higher interest rates on variable rate debt, higher
borrowings, and a net reduction of $1,600,000 in income received on two
interest rate swap agreements covering notional amounts of $100,000,000
each. One swap agreement expired in March 1994. The other swap agreement
expires on December 16, 1998. These swap agreements were entered into in
order to convert Ogden's fixed rate $100,000,000 9.25% debentures into
variable rate debt. During the first nine months of 1995, Ogden paid
$500,000 on the remaining swap, while in the first nine months of 1994,
Ogden received $1,100,000 on the two swaps.
The effective income tax rate for the nine months ended September 30, 1995
was 44% compared to a 41% rate for the comparable period of 1994. This
increase of 3% in the tax rate is due primarily to reduced investment tax
credits, higher foreign tax rates and certain non-deductible foreign losses.
Net cash flow provided by operating activities for the first nine months of
1995 was $57,500,000 lower than the comparable period of 1994 primarily due
to a decrease in cash from operations due in part to the after tax charge in
connection with OCI discussed above; a net reduction in liabilities in
connection with decreased Waste-to-Energy construction activities and
payments of Federal alternative minimum taxes; increases in contract
acquisition costs and deferred costs relating to overseas projects being
developed; partially offset by a reduction in the increase of receivables.
Revenues for the three months ended September 30, 1995 were $44,100,000
higher than the comparable period of 1994, primarily reflecting increased
revenues of $23,500,000 in Entertainment Services chiefly associated with
new contracts at Wrigley Field, the Target Center and amphitheaters, and
increased activity at the Seattle Kingdome; $15,000,000 in Technology
Services primarily associated with the Professional Service Group and the
start-up of Atlantic Design in Ireland; $12,000,000 in Waste-to-Energy
service revenues due primarily to the Lee, Onondaga and Montgomery County
facilities which were not in commercial operations during the 1994 period;
$9,000,000 in Independent Power relating to the acquisition of SIGC in
December 1994; and $7,900,000 in Aviation Services reflecting operations of
companies acquired in 1995 and increased activity in fueling and overseas
operations. These increases were partially offset by a decrease of
$32,200,000 in Construction revenues primarily due to reduced activity at
the Montgomery County facility as the project neared completion and the Lee
County facility which was completed in December 1994.
Consolidated operating income for the three months ended September 30, 1995
was $9,000,000 higher than the comparable period of 1994 primarily due to
increased earnings of $7,300,000 in construction income (construction
revenues less construction costs) reflecting additional income on the
Montgomery County facility, including an early completion bonus; $3,400,000
in Independent Power Services chiefly associated with the acquisition of
SIGC in December 1994; $3,000,000 in Aviation Services reflecting operations
of the companies acquired in 1995 and increased activity in fueling and
international operations. These increases were partially offset by reduced
income of $6,400,000 in Waste-to-Energy Services (service revenues less
operating costs and debt service charges) primarily reflecting a litigation
settlement of $3,700,000 relating to the Company's discontinued hazardous
waste business, a restructuring charge of $2,600,000, as well as from costs
incurred for repairs related to a boiler explosion at the Lancaster
facility. Debt service charges for the three months ended September 30,
1995 increased $3,300,000 over the comparable period of 1994 primarily due
to the Onondaga facility being in full commercial operation in 1995 and
$1,000,000 reflecting the project debt assumed as part of the SIGC
acquisition. Two interest rate swap agreements entered into as hedges
against interest rate exposure on two series of adjustable rate project debt
resulted in lower debt service charges of $34,000 in the third quarter of
1995 and additional debt service charges of $300,000 in the third quarter of
1994.
Interest income for the three months ended September 30, 1995 was comparable
with the three months of 1994. Interest expense for the three months ended
September 30, 1995 was $1,100,000 higher than the comparable period of 1994,
chiefly associated with higher interest rates on variable rate debt, higher
borrowings, and a net reduction of $180,000 in income received on an
interest rate swap agreement covering a notional amount of $100,000,000
expiring December 16, 1998. This swap agreement was entered into in order
to convert Ogden's fixed rate $100,000,000 9.25% debentures to variable rate
debt. During the three months ended September 30, 1995 Ogden paid $120,000
on this swap while in 1994 Ogden received $60,000 of income on the swap.
The effective income tax rate for the three months ended September 30, 1995
was 44% compared to a 41% rate for the comparable period of 1994. This
increase of 3% in the tax rate is due primarily to reduced investment tax
credits, higher foreign tax rates and certain non-deductible foreign losses.
Capital Investments, Commitments and Liquidity:
During the first nine months of 1995, capital investments amounted to
$73,500,000 of which $23,900,000, inclusive of restricted funds transferred
from funds held in trust, was for waste-to-energy facilities and $49,600,000
was for normal replacement and growth in Services and Projects operations.
At September 30, 1995, capital commitments amounted to $49,200,000 for
normal replacement, modernization, and growth in Services' and Projects'
operations.
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
obligations 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 has agreed to advance funds to a
customer, if necessary and only upon satisfactory completion of construction
of the facility, to assist refinancing senior secured debt incurred in
connection with construction of the facility. Completion of construction is
scheduled for the first quarter of 1996, and 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. Ogden continues as
guarantor of surety bonds and letters of credit totaling approximately
$19,200,000 on behalf of International Terminal Operating Co. Inc. and
guaranteed borrowings of certain customers amounting to approximately
$22,200,000. Management does not expect that these arrangements will have a
material adverse effect on Ogden's Consolidated Financial Statements.
Projects' waste-to-energy facilities are financed to a large degree by
revenue bonds issued by the municipalities for facility construction. Other
capital commitments and payments, if any, required by guarantees, are
expected to be satisfied from cash flow from operations; available funds,
including short-term investments; and the Corporation's unused credit
facilities to the extent needed. At September 30, 1995, the Corporation had
$126,000,000 in cash, cash equivalents and marketable securities and unused
revolving credit lines of $162,100,000.
See Item 5. Other Information of this Form 10-Q for information concerning
the Company's restructuring.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange 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: February 12, 1996 By: /s/Philip G. Husby
Philip G. Husby
Senior Vice President and
Chief Financial Officer
Date: February 12, 1996 By: /s/Robert M. DiGia
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer
