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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 5, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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WHEELABRATOR TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-14246 22-2678047
(COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
LIBERTY LANE, HAMPTON, MASSACHUSETTS 30842
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(603) 929-3000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Item 5. Other Events.
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On February 5, 1996, the registrant issued a news release reporting its
results of operations for the three months and year ended December 31, 1995 and
the registrant's belief that in light of the slow growth in trash-to-energy and
independent power markets and the shift of its revenue mix into lower margin
water businesses, 1996 earnings growth in excess of 10 percent should not be
expected. A copy of the news release is filed herewith as an exhibit and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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No financial statements or pro forma financial information are filed as a
part of this report. The exhibit filed as part of this report is listed in the
Exhibit Index hereto.
2
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SIGNATURES
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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.
WHEELABRATOR TECHNOLOGIES INC.
By: /s/ John D. Sanford
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John D. Sanford
Vice President
Dated: February 7, 1996
3
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WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
Number and Description of Exhibit*
---------------------------------
1. None
2 None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99.1 News release dated February 5, 1996 issued by Wheelabrator Technologies
Inc.
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* Exhibits not listed are inapplicable.
1
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FOR IMMEDIATE RELEASE
Analyst Contact: Media Contact:
John Sanford Kevin Stickney
(603) 929-3343 (603) 929-3354
WHEELABRATOR TECHNOLOGIES INC. REPORTS
RESULTS FOR FOURTH QUARTER AND FULL YEAR 1995
HAMPTON, NEW HAMPSHIRE, FEBRUARY 5, 1996 -- For the three months ended December
31, 1995, Wheelabrator Technologies Inc. reported revenue of $352.4 million,
income from continuing operations of $18.9 million, or $.10 per share, and a net
loss in the quarter of $10.2 million, or $.06 per share. In the fourth quarter
of 1994, Wheelabrator had revenue of $386.9 million, income from continuing
operations of $46.6 million, or $.25 per share, and net income of $46.8, or $.25
per share. Fourth quarter 1994 revenue included $21.3 million of construction
revenue related to the Lisbon, Connecticut trash-to-energy project, which was
completed in the second quarter of 1995.
For the 1995 full year, revenue totaled $1,451.7 million, income from continuing
operations was $162.1 million, or $.88 per share, and net income was $137.9
million or $.75 per share. Full year 1994 revenue was $1,324.6 million, income
from continuing operations was $180.2 million, or $.95 per share, and net income
was $184.9 million, or $.97 per share.
During the quarter, Waste Management International plc, which is 12 percent
owned by Wheelabrator, recognized a previously announced special charge related
to actions it is taking to sell or discontinue non-core businesses and
investments, as well as core businesses and investments in low potential
markets, abandon certain hazardous waste treatment and processing technologies,
and streamline its management structure. The special charge reduced fourth
quarter and full year equity income, income from continuing operations and net
income by $25.6 million, or $.14 per share.
Fourth quarter results also reflect the previously announced decision by Rust
International Inc., which is 40 percent owned by Wheelabrator, to exit its
process engineering, construction, specialty contracting and similar lines of
business. Wheelabrator's share of income from the discontinued businesses was
$1.1 million, or $.01 per share, in the fourth quarter of 1995, and $5.8
million, or $.03 per share for full year 1995, and was recorded as equity income
from discontinued operations. In addition, during the fourth quarter, Rust
recognized a provision for loss on disposal of the discontinued businesses.
Recorded as equity in loss on disposal, the provision reduced Wheelabrator net
income in the 1995 fourth quarter and full year by $30.1 million, or $.16 per
share.
Wheelabrator core operations were unaffected by these actions. For the full
year, revenue grew 10 percent to $1,451.7 million and earnings per share,
excluding equity income, grew 8 percent to $.85 per share. Cash flow from
operations net of dividends, capital expenditures and acquisitions was $166
million. During the year, the Company repurchased 7.2 million shares of its
common stock in open market transactions totaling $104 million.
"Wheelabrator remains focused on creating shareholder value through the
development of a portfolio of attractive energy and water projects that meet our
goals for generating earnings and cash flow," said John M. Kehoe, Jr., President
and Chief Operating Officer of Wheelabrator Technologies Inc. "Income from our
core business and our equity investments
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in affiliated companies grew to $1.05 per share in 1995, excluding the Waste
Management International special charge and the Rust provision for loss on
disposal of discontinued businesses. In 1996, in light of the slow growth in
trash-to-energy and independent power markets and the shift of our revenue mix
into lower margin water businesses, we do not want to encourage earnings growth
expectations in excess of 10 percent."
During the fourth quarter, Wheelabrator Water Technologies Inc. ("WWTI") was
formed to create the nucleus of the water line of business established earlier
in 1995 by Wheelabrator's parent company, WMX Technologies Inc. WWTI announced
in December the formation of a strategic alliance with Betz Laboratories Inc. to
build, own and operate industrial water and wastewater facilities on customer
sites. The alliance offers a full service alternative to industrial customers
seeking to outsource their water and wastewater management needs.
In a development effort pre-dating the Betz alliance, WWTI announced in January
that an agreement has been signed with Occidental Chemical Corporation to
design, build, own and operate a salt cake purification plant adjacent to an
Oxychem chromium chemicals plant in Castel Hayne, North Carolina. The plant
will process an effluent stream utilizing WWTI technologies to recover valuable
constituents, create marketable by-products, recycle process water and eliminate
liquid discharge to the environment.
During the fourth quarter start-up and testing operations were successfully
completed at the 500 ton-per-day Lisbon, Connecticut trash-to-energy facility.
Commercial operations for the Lisbon project commenced on January 1, 1996.
Also in January 1996, Wheelabrator completed an agreement to acquire a 16-
megawatt wood and wood-waste fired cogeneration power plant in Martell,
California. The power plant will sell both steam and electricity to an adjacent
sawmill and particle-board manufacturing facility. Acquisition of the facility
is scheduled to close in the second quarter of 1996.
Wheelabrator Technologies Inc. is a diversified global environmental
technologies, systems and services company, providing municipalities and
industry with clean energy and clean water. The Company is a pioneer in the
privatization of municipal infrastructure and develops water, wastewater,
composting, biosolids, air quality control, trash-to-energy and independent
power solutions for communities and industries worldwide. Wheelabrator is
majority-owned by WMX Technologies, Inc., the world's leading environmental
services company.
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WHEELABRATOR TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31, 1994 and 1995
(000's omitted, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
1994 1995
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<S> <C> <C>
Revenue $386,867 $352,431
Operating expenses 272,521 239,383
Selling and administrative expenses 34,058 35,357
Interest expense 15,571 14,776
Interest income (3,091) (3,012)
Equity in (earnings) loss of affiliates (5,753) 20,235
Other expense, net 417 935
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Income before income taxes 73,144 44,757
Income tax provision 26,531 25,902
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Income from continuing operations 46,613 18,855
Equity income from discontinued operations (143) (1,063)
Equity in provision for loss on disposal,
net of tax - 30,080
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Net income (loss) $ 46,756 $(10,162)
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Weighted average common and common
equivalent shares outstanding 188,600 182,500
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Earnings per common and common
equivalent share:
Income from continuing operations $ 0.25 $ 0.10
Discontinued operations
Income from operations - -
Provision for loss - (0.16)
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Net income $ 0.25 $ (0.06)
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</TABLE>
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WHEELABRATOR TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994 and 1995
(000's omitted, except per share amounts)
<TABLE>
<CAPTION>
1994 1995
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<S> <C> <C>
Revenue $1,324,567 $1,451,675
Operating expenses 915,237 1,015,269
Selling and administrative expenses 119,380 130,976
Interest expense 52,454 60,726
Interest income (14,250) (11,123)
Equity in earnings of affiliates (29,348) (4,998)
Other income, net (1,589) (2,612)
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Income before income taxes 282,683 263,437
Income tax provision 102,521 101,288
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Income from continuing operations 180,162 162,149
Equity income from discontinued operations (4,733) (5,789)
Equity in provision for loss on disposal,
net of tax - 30,080
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Net income $ 184,895 $ 137,858
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Weighted average common and common
equivalent shares outstanding 189,900 185,000
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Earnings per common and common
equivalent share:
Income from continuing operations $ 0.95 $ 0.88
Discontinued operations
Income from operations 0.02 0.03
Provision for loss - (0.16)
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Net income $ 0.97 $ 0.75
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</TABLE>
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