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<S> <C>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): SEPTEMBER 1, 1995
ALLWASTE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11016 74-2427167
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
5151 SAN FELIPE, SUITE 1600
HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code): (713) 623-8777
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information
ALLWASTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of August 31, 1994
(In thousands except shares)
Historical Historical Pro Forma Pro Forma
Allwaste ARI Adjustments Allwaste
----------- ----------- --------------- -----------
(Audited) (Unaudited) (Unaudited) (Unaudited)
ASSETS
CURRENT ASSETS
$ $ $ $
Cash and cash equivalents 3,215 195 -- 3,020
Receivables, net of allowance for doubtful accounts 77,219 12,343 -- 64,876
Inventories 4,302 2,304 -- 1,998
Prepaid expenses 7,206 100 -- 7,106
Other current assets 2,864 1,110 -- 1,754
Total current assets 94,806 16,052 - 78,754
PROPERTY AND EQUIPMENT 221,019 30,442 -- 190,577
Less -- Accumulated depreciation (94,145) (12,524) -- (81,621)
126,874 17,918 -- 108,956
INVESTMENTS -- # -- 8,000 (a) 8,000
GOODWILL, net 84,176 18,066 -- 66,110
NOTES RECEIVABLE AND OTHER ASSETS 13,560 275 6,610 (a) 19,895
$ $ $ $
Total assets 319,416 52,311 14,610 281,715
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
$ $ $ $
Accounts payable and accruals 54,303 8,392 750 (b) 46,661
Current maturities of long-term
and convertible subordinated debt 7,870 366 -- 7,504
Total current liabilities 62,173 # 8,758 750 54,165
LONG-TERM DEBT 85,356 98 (42,500)(a) 42,758
PAYABLE TO ALLWASTE, INC. -- 47,661 47,661 (a) --
CONVERTIBLE SUBORDINATED DEBT 37,672 -- -- 37,672
DEFERRED INCOME TAXES AND OTHER LIABILITIES 12,997 1,861 -- 11,136
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common Stock 376 1 1 (a) 376
Additional paid-in capital 47,482 420 420 (a) 47,482
(750)(b)
Retained earnings 74,422 (6,488) 9,028 (a) 89,188
Treasury Stock (1,062) -- -- (1,062)
Total shareholders' equity 121,218 (6,067) 8,699 135,984
$ $ $ $
Total liabilities and shareholders' equity 319,416 52,311 14,610 281,715
See accompanying notes to pro forma condensed consolidated financial statements.
ALLWASTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended August 31, 1994
(In thousands except shares)
Historical Historical Pro Forma Pro Forma
Allwaste ARI Adjustments Allwaste
------------ ------------ ------------- --------------
(Audited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
REVENUES 350,060 63,199 -- 286,861
COST OF OPERATIONS 257,190 52,387 -- 204,803
Gross profit 92,870 10,812 -- 82,058
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 64,340 5,320 -- 59,020
INTEREST EXPENSE (6,746) (75) 1,821 (d) (4,850)
INTEREST INCOME 488 4 793 (c) 1,277
OTHER INCOME (EXPENSE), net (1,261) (270) 560 (c) (431)
Income before income tax provision and minority interest 21,011 5,151 3,174 19,034
INCOME TAX PROVISION 8,321 1,463 1,130 (e) 7,988
MINORITY INTEREST 407 -- -- 407
$ $ $ $
Net income 13,097 3,688 2,044 11,453
$ $
NET INCOME PER COMMON SHARE: 0.36 0.31
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 36,852 36,852
See accompanying notes to pro forma condensed consolidated financial statements.
ALLWASTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended May 31, 1995
(Unaudited, in thousands except shares)
Historical Historical Pro Forma Pro Forma
Allwaste ARI Adjustments Allwaste
------------ ------------ ------------- --------------
$ $ $ $
REVENUES 298,603 50,942 -- 247,661
COST OF OPERATIONS 222,782 41,599 -- 181,183
Gross profit 75,821 9,343 -- 66,478
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 54,147 4,064 -- 50,083
INTEREST EXPENSE (6,900) (28) 2,040 (d) (4,832)
INTEREST INCOME 302 3 595 (c) 894
OTHER INCOME (EXPENSE), net 879 68 420 (c) 1,231
Income before income tax provision and minority interest 15,955 5,322 3,055 13,688
INCOME TAX PROVISION 7,015 1,339 1,117 (e) 6,793
MINORITY INTEREST 154 -- -- 154
$ $ $ $
Net income 9,094 3,983 1,938 7,049
$ $
NET INCOME PER COMMON SHARE: 0.24 0.18
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 38,605 38,605
See accompanying notes to pro forma condensed consolidated financial statements.
ALLWASTE, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
(1) Disposition of Glass Recycling Operations
On September 1, 1995, Allwaste, Inc., a Delaware corporation
("Allwaste") and sole stockholder of ARI Glass Newco, Inc., a Delaware
corporation ("ARI"), sold 100% of the issued and outstanding capital stock of
ARI to Equus Acquisition Company (now Strategic Materials Holding, Inc., "SMHI")
and Equus Borrowing Company, each of which is an affiliate of Equus II
Incorporated (together, "Equus"). Pursuant to the terms of the Agreement,
Allwaste received aggregate consideration of $57.1 million, consisting of (i)
$42.5 million in cash, (ii) 8,000,000 shares of the Series A Preferred Stock,
liquidation value of $1.00 per share, of SMHI, which shares bear a dividend of
$.07 and are redeemable at Allwaste's request at any time after September 1,
2002, and (iii) a 12% per annum Subordinated Note due 2002, in the original
principal amount of $6.6 million. In addition, Allwaste received a Stock
Purchase Warrant dated September 1, 1995, pursuant to which Allwaste has the
right to purchase 2,153,846 shares of SMHI common stock, par value $.001 per
share, which shares represent 35% of the outstanding shares of SMHI common
stock. Allwaste has since transferred to certain members of the SMHI management
group stock purchase warrants exercisable to purchase an aggregate of 184,615
shares, or 3% of SMHI common stock.
Allwaste may receive additional consideration in the form of an
adjustment to the purchase price in the event that Equus' internal rate of
return, as defined, exceeds certain predetermined targets. The amount of such
additional compensation, if any, is not presently determinable. The
Consideration is also subject to certain post-closing adjustments which are not
determinable at this time and, accordingly, the amount of the anticipated gain
on the ARI transaction is not reasonably estimable.
(2) General
The accompanying unaudited pro forma condensed consolidated financial
statements are based on adjustments to the historical condensed consolidated
financial statements of Allwaste to give effect to the disposition of ARI. The
pro forma condensed consolidated balance sheet assumes the disposition was
consummated as of August 31, 1994 and the pro forma condensed consolidated
statements of operations assume the disposition was consummated as of September
1, 1993. The pro forma condensed consolidated statements of operations are not
necessarily indicative of results that would have been obtained had the
disposition been consummated as of the beginning of each of the periods
presented nor are they necessarily indicative of future operations.
Certain information and notes normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. The pro forma condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements of
Allwaste included in Allwaste's Annual report on Form 10-K for the year ended
August 31, 1994, and Allwaste's current report on Form 10-Q for the nine months
ended May 31, 1995, previously filed with the Securities and Exchange
Commission.
5
(3) Adjustments to Historical Condensed Consolidated Financial Statements
The following is a summary of the pro forma adjustments:
CONSOLIDATED BALANCE SHEET
a. To reflect the consideration received from the sale of ARI and
the disposition of Allwaste's common stock ownership in ARI.
b. To reflect Allwaste's direct sales costs.
CONSOLIDATED STATEMENTS OF OPERATIONS
c. To reflect Allwaste's income on preferred stock and note
receivable consideration.
d. To reflect reduced interest expense from use of cash proceeds to
reduce long-term debt.
e. To reflect the income tax effect of the pro forma adjustments.
6
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 hereunto duly authorized.
ALLWASTE, INC.
By: WILLIAM L. FIEDLER
William L. Fiedler,
VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
Date: November 14, 1995
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