<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1998 COMMISSION FILE NO. 0-16102
EASTERN ENVIRONMENTAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
59-2840783
(I.R.S. Employer Identification No.)
1000 CRAWFORD PLACE, SUITE 400, MOUNT LAUREL, NJ 08054
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NO., INCLUDING AREA CODE: (609) 235-6009
Indicate by checkmark 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 report), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock:
As of November 10, 1998 37,754,055 Shares of Common Stock
<PAGE>
EASTERN ENVIRONMENTAL SERVICES, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1998
CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets - September 30, 1998 2
and December 31, 1997 (Restated)
Condensed Consolidated Statements of Operations for the three 4
months ended September 30, 1998 and 1997 (Restated)
Condensed Consolidated Statements of Operations for the nine 5
months ended September 30, 1998 and 1997
Condensed Consolidated Statement of Stockholders' Equity 6
for the nine months ended September 30, 1998
Condensed Consolidated Statements of Cash Flows for the 7
nine months ended September 30, 1998 and 1997
Notes to Condensed Consolidated Financial Statements 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
PART II - OTHER INFORMATION
Item 2 - Changes in Securities 17
Item 5 - Other Information 18
Item 6 - Exhibits and Reports on Form 8-K 18
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
Eastern Environmental Services, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1998 1997
-------------- --------------
(Restated)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 13,235,995 $ 7,302,886
Accounts receivable, less allowance for doubtful
accounts of $5,615,000 and $5,323,000 48,945,345 31,635,314
Tax refund receivable 648,000 2,534,941
Deferred income taxes 5,854,164 4,726,398
Prepaid expenses and other current assets 12,859,321 5,330,841
-------------- --------------
Total current assets 81,542,825 51,530,380
Property and equipment:
Land 23,621,704 13,720,670
Landfill sites 290,292,151 84,979,749
Buildings and leasehold improvements 30,144,453 16,256,543
Vehicles 78,568,623 59,349,648
Machinery and equipment 65,607,753 39,944,447
Furniture and fixtures 3,654,216 2,804,360
-------------- --------------
Total property and equipment 491,888,900 217,055,417
Accumulated depreciation and amortization 78,283,860 60,080,526
-------------- --------------
413,605,040 156,974,891
Excess cost over fair market value of net assets acquired,
net of $6,093,000 and $4,401,000 accumulated amortization 144,493,017 68,961,848
Other intangible assets, net of $10,496,000 and
$9,151,000 accumulated amortization 18,924,632 15,800,286
Notes receivable from shareholders/officers 442,402 432,902
Other assets (including $3,445,000 and $3,248,000 of restricted cash on
deposit for landfill closure, insurance bonding and debt service)
8,073,359 3,519,649
-------------- --------------
Total assets $ 667,081,275 $ 297,219,956
============== ==============
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
September 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1997
-------------- --------------
(Restated)
<S> <C> <C>
Current liabilities:
Accounts payable $ 26,203,781 $ 14,089,897
Accrued expenses and other current liabilities 42,231,417 21,861,324
Income taxes payable 3,622,661 764,765
Current portion of accrued landfill closure and other
environmental costs 3,205,000 2,278,000
Current portion of long-term debt 2,337,386 9,633,571
Current portion of capital lease obligations 852,457 1,238,789
Notes payable to shareholders -- 873,871
Deferred revenue 5,861,316 5,339,086
-------------- --------------
Total current liabilities 84,314,018 56,079,303
Deferred income taxes 13,227,631 3,927,658
Long-term debt, net of current portion 100,554,281 68,972,071
Capital lease obligations, net of current portion 706,195 1,258,993
Accrued landfill closure and other environmental costs 23,147,948 11,772,644
Other liabilities 54,203,725 13,221,023
Stockholders' equity:
Common stock, $.01 par value:
Authorized shares - 150,000,000
Issued and outstanding shares 37,266,897 and 27,181,403 372,669 271,814
Additional paid-in capital 368,936,879 136,709,106
Retained earnings 22,050,663 5,083,603
-------------- --------------
391,360,211 142,064,523
Less treasury stock at cost - 50,553 and 39,100 common shares (432,734) (76,259)
-------------- --------------
Total stockholders' equity 390,927,477 141,988,264
-------------- --------------
Total liabilities and stockholders' equity $ 667,081,275 $ 297,219,956
============== ==============
</TABLE>
See accompanying notes.
3
<PAGE>
Eastern Environmental Services, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
------------------------------------
1998 1997
-------------- ---------------
(Restated)
<S> <C> <C>
Revenues $ 83,895,062 $ 64,912,086
Cost of revenues 48,393,065 44,733,735
Selling, general and administrative expenses 9,728,074 9,725,542
Depreciation and amortization 7,355,759 3,617,222
Merger costs 2,248,735 500,000
-------------- --------------
Operating income 16,169,429 6,335,587
Interest expense, net (626,836) (1,259,661)
Other income 277,586 733,625
-------------- --------------
Income before income taxes 15,820,179 5,809,551
Income tax expense 6,799,044 1,805,475
-------------- --------------
Net income $ 9,021,135 $ 4,004,076
============== ==============
Basic earnings per share $ .25 $ .16
============== ==============
Weighted average number of shares outstanding 36,724,605 24,707,156
============== ==============
Diluted earnings per share $ .24 $ .15
============== ==============
Weighted average number of shares outstanding 38,340,189 26,245,697
============== ==============
</TABLE>
See accompanying notes.
4
<PAGE>
Eastern Environmental Services, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------------------
1998 1997
-------------- ---------------
<S> <C> <C>
Revenues $ 227,821,233 $ 171,046,131
Cost of revenues 138,471,408 117,263,916
Selling, general and administrative expenses 29,163,594 28,091,358
Depreciation and amortization 17,957,129 9,538,057
Merger costs 6,064,735 1,980,452
-------------- --------------
Operating income 36,164,367 14,172,348
Interest expense, net (2,899,391) (4,500,881)
Other income 855,862 1,371,071
-------------- --------------
Income before income taxes 34,120,838 11,042,538
Income tax expense 16,638,051 2,847,380
-------------- --------------
Net income $ 17,482,787 $ 8,195,158
============== ==============
Basic earnings per share $ .55 $ .39
============== ==============
Weighted average number of shares outstanding 31,761,423 21,241,743
============== ==============
Diluted earnings per share $ .52 $ .36
============== ==============
Weighted average number of shares outstanding 33,308,952 22,547,323
============== ==============
</TABLE>
See accompanying notes.
5
<PAGE>
Eastern Environmental Services, Inc.
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Additional
Common Paid-in Retained Treasury
Stock Capital Earnings Stock Total
----------- -------------- ------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1997 (Restated).... $271,814 $136,709,106 $5,083,603 $ (76,259) $ 141,988,264
Exercise of common stock
options and warrants.......... 3,940 2,232,102 2,236,042
Proceeds from sale of 8,125,000
shares of common stock, less
commissions and issuance
expenses of $12,300,639....... 81,250 201,914,986 201,996,236
Common stock issued in
purchase acquisitions......... 11,024 26,610,267 26,621,291
Common stock issued for
acquisitions accounted for as
poolings interest............. 4,254 463,082 467,336
Transactions of pooled
companies..................... 660,298 660,298
Dividends paid to former
stockholders of pooled
companies..................... (1,176,025) (1,176,025)
Common stock issued for land.... 56 104,944 105,000
Common stock issued to satisfy
debt obligation............... 268 725,892 726,160
Purchase of treasury stock...... (356,475) (356,475)
Other........................... 63 176,500 176,563
Net income...................... 17,482,787 17,482,787
----------- -------------- ------------- ------------ ---------------
Balance at September 30, 1998... $ 372,669 $ 368,936,879 $ 22,050,663 $ (432,734) $ 390,927,477
=========== ============== ============= ============ ===============
</TABLE>
See accompanying notes.
6
<PAGE>
Eastern Environmental Services, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------
1998 1997
----------------- ----------------
<S> <C> <C>
Operating activities
Net income $ 17,482,787 $ 8,195,158
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 17,957,129 9,538,057
Provision for losses on receivables 1,920,555 631,940
Landfill closure costs 1,507,926 491,227
Non-cash compensation -- 45,000
Deferred income taxes 9,175,670 (388,623)
Gain on sale of property and equipment (137,986) (962,883)
Changes in operating assets and liabilities:
Accounts receivable (11,111,559) (9,739,341)
Accounts payable (3,069,141) 3,217,030
Accrued expenses (1,973,952) (3,961,282)
Income taxes 1,282,237 3,556,885
Deferred revenue (144,740) 1,806,550
Prepaid expenses and other current assets (4,920,137) 506,015
Other (4,573,621) 21,316
----------------- ----------------
Net cash provided by operating activities 23,395,168 12,957,049
Investing activities
Acquisition of businesses, net of cash acquired (161,883,048) (15,455,335)
Proceeds from sale of property and equipment 587,719 1,445,629
Development of landfill sites (53,048,898) (5,748,202)
Purchase of property and equipment (18,280,911) (12,981,440)
Payments for intangibles (1,616,801) (2,777,943)
Landfill closure and insurance bonding deposits (196,716) 84,908
Other, net -- (572,944)
----------------- ----------------
Net cash used in investing activities (234,438,655) (36,005,327)
Financing activities
Proceeds from revolving line of credit, long-term
debt and capital lease obligations 103,218,118 35,445,554
Payments on revolving line of credit, long-term
debt and capital lease obligations (88,799,193) (86,435,100)
Proceeds from issuance of common stock, net of
expenses and commissions 203,875,803 86,026,941
Net payments on note payable
to shareholder (142,107) (47,686)
Cash dividends paid to former stockholders of
pooled companies (1,176,025) (1,168,461)
----------------- ----------------
Net cash provided by financing activities 216,976,596 33,821,248
----------------- ----------------
Net increase in cash and cash equivalents 5,933,109 10,772,970
Cash and cash equivalents at beginning of period 7,302,886 7,983,365
----------------- ----------------
Cash and cash equivalents at end of period $ 13,235,995 $ 18,756,335
================= ================
</TABLE>
See accompanying notes
7
<PAGE>
Eastern Environmental Services, Inc.
Notes To Condensed Consolidated Financial Statements
(Unaudited)
1. Basis Of Presentation And Principles Of Consolidation
The accompanying unaudited condensed consolidated financial statements include
the accounts of Eastern Environmental Services, Inc. and its wholly owned
subsidiaries (the "Company"). All significant intercompany accounts and
transactions have been eliminated in consolidation. These condensed consolidated
financial statements reflect all adjustments (consisting of normal recurring
accruals), which in the opinion of management, are necessary for a fair
presentation of results of operations for the interim periods presented. The
Company has restated previous financial information for the three and nine
months ended September 30, 1997 to reflect the acquisition of Regional
Recycling, Corp. and Affiliates ("Regional") on August 20, 1998 accounted for as
a pooling of interests. Additionally, the balance sheet at December 31, 1997 has
been restated to reflect the Regional acquisition. The results of operations for
the three and nine month periods ended September 30, 1998 are not necessarily
indicative of the operating results for the full year. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These interim financial statements should be read in conjunction with
the audited financial statements and notes contained in the Company's Annual
Report on Form 10-K for the year ended June 30, 1997 and the Company's
Transition Period Report on Form 10-K from July 1, 1997 to December 31, 1997.
On April 1, 1998, the Company's Board of Directors resolved to change the
Company's fiscal year end from June 30 to December 31; accordingly, the
condensed consolidated financial information included herein is for the three
month and nine month periods ended September 30, 1998 and 1997. The Company
filed a transition report on Form 10-K for the period ended December 31, 1997.
2. Significant Accounting Policies
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, Earnings Per Share ("Statement 128"). Statement
128 replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented, and where necessary, restated
to conform to the Statement 128 requirements.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income
("Statement 130"). Statement 130 establishes standards for reporting and
presentation of comprehensive income and its components. Comprehensive income is
defined as the change in equity of a business enterprise during a period from
transactions and other events and circumstances from nonowner sources and
includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners. The Company adopted statement
130 effective January 1, 1998 and there was no effect on the Company's financial
statements upon adoption.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("Statement 131"). Statement 131 establishes
standards for reporting information about operating segments in annual financial
statements that requires that those enterprises report selected information
about operating segments in the interim financial reports issued to
shareholders. Statement 131 is effective for fiscal years beginning after
December 15, 1997. Adoption is not required for interim periods in the initial
year of application. The Company believes that the adoption of Statement 131
will not have a material effect on the Company's Financial Statements.
8
<PAGE>
3. Business Combinations
From July 2, 1996 to September 30, 1998, the Company expanded its waste
collection and hauling operations through the acquisition of 56 businesses. The
aggregate of these business acquisitions is significant to the company. Forty
of the 56 acquisitions completed were accounted for using the purchase method of
accounting. Accordingly, assets acquired and liabilities assumed have been
recorded at their estimated fair values at the dates of acquisition and their
results of operations are included in the accompanying condensed consolidated
statements of operations since the date of acquisition. The excess of purchase
price over the estimated fair market value of identifiable net assets acquired
is being amortized on a straight-line basis over forty years from the date of
acquisition. The purchase price allocations are based on preliminary estimates
as of the acquisition dates and are finalized within one year from the date of
acquisition.
Acquisitions Accounted For Under The Purchase Method
On January 1, 1998, the Company acquired substantially all the assets of Lake
Region Sanitation in exchange for cash consideration of $60,000. This
transaction has been accounted for using the purchase method of accounting.
On January 7, 1998, the Company acquired substantially all the assets of J.
Scerbo Company, Recycling Center of New Jersey, Golden Gate Carting Co., Inc.,
Haulaway, Inc., and S.R.S. Recycling in exchange for 112,437 unregistered shares
of the Company's common stock and approximately $4.3 million of cash. The
assets consisted primarily of vehicles, containers, and customer lists. These
transactions have been accounted for using the purchase method of accounting.
On January 16, 1998, the Company acquired substantially all the assets of
Minchoff Sanitation in exchange for cash consideration of $650,000. The assets
consisted primarily of vehicles, containers, and customer lists. This
transaction has been accounted for using the purchase method of accounting.
On February 12, 1998, the Company acquired Kelly Run Sanitation, Inc. ("Kelly
Run Landfill") from USA Waste Services, Inc. Consideration under the agreement
consisted of 250,000 unregistered shares of common stock of the Company in
exchange for all the issued and outstanding shares of Kelly Run Landfill. This
transaction has been accounted for using the purchase method of accounting.
On February 24, 1998, the Company acquired the assets of Red Ball Sanitation
Corp. in exchange for 175,620 unregistered shares of the Company's common stock
and cash consideration of $500,000. The assets consisted primarily of vehicles,
containers, and customer lists. This transaction has been accounted for using
the purchase method of accounting.
On May 26, 1998, the Company acquired substantially all the assets of Kimmins
Corp., Transcor Waste Services, Inc., and Kimmins Recycling Corp. (collectively,
"Kimmins") in exchange for cash of approximately $11.6 million. The assets
consisted primarily of vehicles, containers, and customer lists. This
transaction has been accounted for using the purchase method of accounting.
On June 26, 1998, the Company acquired substantially all the assets of Vonger
Sanitation in exchange for cash of $4.2 million, and assumed debt of $47,000.
This transaction has been accounted for using the purchase method of accounting.
On July 23, 1998, the Company acquired Atlantic Waste Disposal, Inc. ("AWD") and
Atlantic New York, Inc. ("Atlantic") from Brambles USA in exchange for cash
consideration of approximately $91.0 million. AWD owns a Subtitle D landfill in
Waverly, Virginia, and Atlantic is a Brooklyn, New York transfer station. This
transaction was accounted for using the purchase method of accounting.
On September 4, 1998, the Company acquired Kimmins Recycling, Corp. ("Kimmins
Recycling") pursuant to the terms of a Stock Purchase Agreement from Transcor
Waste Services, Inc. for total consideration of approximately $51.2 million
consisting of 555,329 shares of common stock of the Company and $34.2 million of
cash. Kimmins Recycling is an integrated waste collection company servicing
residential and commercial customers principally in
9
<PAGE>
Tampa and Fort Meyers,Florida. The transaction was accounted for using the
purchase method of accounting.
From April 1, 1998 to September 30, 1998, the Company acquired the assets of
eleven other "tuck-in" collection operations in separate transactions. Total
consideration under the agreements consisted of approximately $4.7 million of
cash, approximately 254,000 shares of the Company's common stock and the
assumption of $175,000 of debt. These eleven transactions were accounted for
using the purchase method of accounting.
Acquisitions Accounted For Under The Pooling Of Interests Method
On March 9, 1998, the Company completed its merger with Bluegrass and 198,224
unregistered shares of the Company's common stock were issued in exchange for
all the outstanding stock of Bluegrass. Bluegrass owns and operates a landfill
in Louisville, Kentucky. The transaction has been accounted for using the
pooling of interests method of accounting, and accordingly, the accompanying
financial statements include the accounts of Bluegrass for all periods
presented.
On March 31,1998, the Company completed its merger with the Ecology Companies
and 155,665 unregistered shares of the Company's common stock were issued in
exchange for all the outstanding stock of the Ecology Companies. The Ecology
Companies operate a hauling operation located in Lyndhurst, New Jersey. The
transaction has been accounted for using the pooling of interests method of
accounting, and accordingly, the accompanying financial statements include the
accounts of the Ecology Companies for all periods presented.
On March 31, 1998, the Company completed its merger with the Stamato Companies
and 1,386,344 shares of the Company's common stock were issued in exchange for
all the outstanding stock of the Stamato Companies. The Stamato Companies
provide municipal solid waste collection services in New Jersey. The
transaction has been accounted for using the pooling of interests method of
accounting, and accordingly, the accompanying financial statements include the
accounts of the Stamato Companies for all periods presented.
On June 26, 1998, the Company completed its merger with the All Waste Companies
and 1,696,058 shares of common stock of the Company were issued in exchange for
all outstanding shares of the All Waste Companies. The All Waste Companies
provide collection services to commercial and residential customers in southern
New York and operate a municipal solid waste transfer station in Goshen, New
York. The transaction has been accounted for using the pooling of interests
method of accounting; and accordingly, the accompanying consolidated financial
statements include the accounts of the All Waste Companies for all periods
presented.
Also on June 26, 1998, the Company completed its merger with the Ulster
Companies and 335,140 shares of common stock of the Company were issued in
exchange for all outstanding shares of the Ulster Companies. The Ulster
Companies provide collection services to commercial and residential customers in
southern New York and operate a municipal solid waste transfer station in
Kingston, New York. The transaction has been accounted for using the pooling of
interests method of accounting; and accordingly, the accompanying consolidated
financial statements include the accounts of the Ulster Companies for all
periods presented.
On August 20, 1998, the Company completed its merger with Regional Recycling
Corp. and Affiliates ("Regional"). Pursuant to the Agreements and Plans of
Reorganization, the Company acquired substantially all of the assets and the
stock of the Regional Companies in exchange for the shareholders receiving
403,486 unregistered shares of common stock of the Company. Regional provides
collection services to commercial and residential customers in several northern
New Jersey counties. This transaction has been accounted for using the pooling
of interests method of accounting; and accordingly, the accompanying
consolidated financial statements include the accounts of Regional for all
periods presented.
From April 1, 1998 to September 30, 1998, the Company completed merger
transactions with five additional companies and 425,478 shares of common stock
of the Company were issued in exchange for all outstanding shares of those
companies. The companies operate municipal solid waste collection and hauling
operations in eastern and central Pennsylvania and a municipal solid waste
landfill in southern Georgia. These transactions have been accounted for using
the pooling of interests method. Periods prior to the consummation of the
mergers were not restated to include the accounts and operations of these
companies as combined results are not materially different from the results as
presented.
10
<PAGE>
The combined and separate results of operations of the Company, Hamm's,
Bluegrass, Stamato, Ecology, All Waste, Ulster, and Regional Recycling for the
nine months ended September 30, 1998 and 1997 were as follows:
Nine months ended September 30, 1998
Net Income/
Revenues (Loss)
--------------- --------------
Eastern Environmental Services, Inc..... $130,299,122 $18,949,885
Hamm's ................................. 11,625,236 1,841,821 (1)
Bluegrass .............................. 1,677,181 570,958 (1)
Stamato ................................ 20,279,008 (1,445,361) (1)
Ecology ................................ 21,057,861 (90,022) (1)
All Waste .............................. 18,593,403 (31,257) (1)
Ulster ................................. 8,081,232 (98,158) (1)
Regional Recycling ..................... 16,208,190 (2,215,079) (1)
--------------- --------------
Combined ............................... $227,821,233 $17,482,787
=============== ==============
Nine months ended September 30, 1997
Net Income/
Revenues (Loss)
-------------- -------------
Eastern Environmental Services, Inc. ... $80,555,305 $4,597,443
Hamm's ................................. $10,190,818 683,932 (1)
Bluegrass .............................. 1,486,922 547,391 (1)
Stamato ................................ 18,376,547 2,089,979 (1)
Ecology ................................ 20,028,918 338,779 (1)
All Waste .............................. 15,593,816 170,518 (1)
Ulster ................................. 7,447,341 287,400 (1)
Regional Recycling ..................... 17,366,464 (520,284) (1)
------------- ------------
Combined ............................... $171,046,131 $8,195,158
============= ============
(1) Includes merger costs and related tax provision.
4. Use Of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements. Actual results could
differ from those estimates. Such estimates include the Company's accounting
for closure and post-closure obligations; amortization of landfill development
costs; and estimates of reserves such as the allowance for doubtful accounts
receivable, and the Company's estimate of merger costs.
5. Income Taxes
The Company recorded a tax provision of $16.6 million for the nine months ended
September 30, 1998. This provision is comprised of $13.8 million of federal and
state taxes at statutory rates, and a $2.8 million one-time net tax expense
related to non-deductible merger costs, the establishment of deferred income tax
liabilities and the benefit of pre-pooling income taxed as S Corporations for
the pooled companies acquired during the nine months ended September 30, 1998.
The tax provision at September 30, 1997 principally relates to the recording of
federal and state taxes at statutory rates, deferred income tax liabilities for
pooled companies acquired during the nine months ended September 30, 1997 which
were S Corporations prior to the date of merger, and federal and state tax
liabilities for other pooled companies. An effective tax rate lower than the
federal and state statutory rate for the nine months ended September 30, 1997 is
primarily due to the use of net operating loss carryforwards and income from
pooled companies which were taxed as S Corporations.
11
<PAGE>
6. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------- ---------------------------
<S> <C> <C> <C> <C>
9/30/98 9/30/97 9/30/98 9/30/97
------------ -------------- -------------- -----------
Numerator:
Net income .............................. $9,021,135 $4,004,076 $17,482,787 $8,195,158
============ ============== ============== ===========
Denominator:
Denominator for basic earnings
per share - weighted average shares 36,724,605 24,707,156 31,761,423 21,241,743
Effect of dilutive options and warrants 1,615,584 1,538,541 1,547,529 1,305,580
------------ -------------- -------------- -----------
Denominator for diluted earnings per share 38,340,189 26,245,697 33,308,952 22,547,323
============ ============== ============= ===========
Basic earnings per share $.25 $.16 $.55 $.39
============ ============== ============== ===========
Diluted earnings per share $.24 $.15 $.52 $.36
============ ============== ============== ===========
</TABLE>
7. Year 2000
The Company does not currently believe that the effects of any Year 2000
non-compliance on the Company's information systems should have any material
adverse impact on the Company's business or results of operations. The Company
anticipates that it will expend approximately $100,000 through March 31, 1999 in
order to become 2000 compliant.
8. Subsequent Events
On November 6, 1998, the Company completed its merger with Pucillo Disposal,
Inc., Empire Wrecking and Trucking, Inc. and Northeast Hauling Company, Inc.
(collectively, "Pucillo") and approximately 529,000 shares of common stock of
the Company were issued in exchange for all outstanding shares of Pucillo.
Additionally, the Company assumed approximately $4 million of debt. Pucillo
provides collection services to residential and commercial customers in several
northern New Jersey counties. This transaction is expected to be accounted for
as a pooling of interests.
Also, subsequent to September 30, 1998, the Company acquired substantially all
the assets of two "tuck-in" collection operations in separate transactions.
Total consideration under the agreements consists of approximately $400,000 of
cash and 18,000 shares of the Company's common stock. These transactions will
be accounted for using the purchase method of accounting.
12
<PAGE>
Item 2. Management's Discussion And Analysis Of Financial Condition And Results
Of Operations
Results Of Operations For The Nine Months Ended September 30, 1998 Compared To
The Nine Months Ended September 30, 1997.
Revenues
The Company is a non-hazardous solid waste management company specializing in
the collection, transportation, and disposal of residential, industrial,
commercial, and special waste, principally in the eastern United States. The
Company's revenues for the nine months ended September 30, 1998 were comprised
of approximately 84% solid waste collection and transportation operations,
approximately 11% solid waste disposal operations, and approximately 5% other
waste management services.
The Company's solid waste collection operations earn revenues from fees
collected from residential, commercial, and industrial collection and transfer
station customers. Solid waste collection is provided under two primary types of
arrangements depending on the customers being served. Collection services for
commercial and industrial customers are generally performed under one to three
year service agreements. Collection services for residential customers generally
are performed under contracts with, or franchises granted by, municipalities or
regional authorities that grant the Company rights to service all or a portion
of the residents in their jurisdictions, except in rural areas where the Company
usually contracts directly with the customer. Such contracts or franchises
generally range in duration from one to three years. Recently, some
municipalities have bid their residential collection contracts based on the
volume of waste collected versus the number of households serviced. Residential
collection fees are either paid by the municipalities out of tax revenues or
service charges or paid directly by residents receiving the services.
As part of its solid waste collection operations, the Company's ten owned or
operated transfer stations receive solid waste collected primarily by its
various collection operations, compact the waste and transfer it to larger
vehicles for transport to landfills. This procedure reduces the Company's costs
by improving its use of collection personnel and equipment.
The Company's solid waste landfills earn revenues from disposal fees charged to
third parties and from disposal fees charged to the Company's collection and
transportation operations that dispose of solid waste at the Company's
landfills. These landfills receive solid waste from the Company's own collection
companies and transfer stations, as well as from independent collection
operators. For the nine months ended September 30, 1998, approximately 56.6% of
the Company's volume of waste generated from its collection operations was
delivered for disposal at its own landfills, and approximately 38.2% of the
Company's volume received at its landfill disposal operations was delivered by
the Company.
The Company's prices for solid waste collection, transportation, and disposal
services are typically determined by the volume, weight, or type of waste
collected, as well as other factors including the competitive pricing
environment. The Company's ability to pass on cost increases may be limited by
the terms of its contracts.
Cost Of Revenues
Cost of revenues consists primarily of tipping fees paid to third party
landfills, accruals for future landfill closure and post-closure costs, direct
labor and related taxes and benefits, subcontracted transportation and equipment
rental charges, maintenance and repairs of equipment and facilities,
environmental compliance costs and site maintenance costs for landfills, fuel,
and landfill assessment fees and taxes.
Selling, General And Administrative Expenses
Selling, general and administrative expenses consist primarily of management,
clerical and administrative salaries and costs and overhead, professional
services, facility rentals and associated costs, financial assurance bonding
premiums, and costs relating to marketing and sales.
13
<PAGE>
The Company capitalizes direct incremental costs associated with purchase
acquisitions. Indirect development and acquisition costs, such as executive
salaries, corporate overhead, public relations, and other corporate services and
overhead are expensed as incurred. The Company also charges as an expense any
unamortized capitalized expenditures relating to proposed acquisitions that will
not be consummated.
At September 30, 1998, capitalized costs related directly to proposed
acquisitions that were not yet consummated were approximately $831,000. The
Company periodically reviews the future realization of these capitalized project
costs and makes provisions against capitalized costs that are associated with
projects that are not likely to be completed.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization consists primarily of depreciation of buildings,
vehicles, and machinery and equipment, amortization of capitalized direct
landfill development costs, and amortization expense related to intangible
assets including goodwill. Property and equipment is depreciated over the
estimated useful lives of the assets using the straight line method. Intangible
assets, including goodwill, are amortized over their useful lives using the
straight line method.
Certain direct engineering, legal, permitting, construction, and other costs
associated with expansion of landfills, together with related interest costs,
are capitalized and are amortized over the estimated useful life of the site
using the unit of production method as airspace is consumed. Successful
permitting of additional landfill disposal capacity improves the Company's
profitability by increasing the airspace over which the Company may amortize
capitalized costs of the landfill. At September 30, 1998, capitalized costs
related directly to the acquisition and expansion of existing and future
landfills and cell development were $290.3 million.
The Company's policy is to charge as an expense any unamortized capitalized
expenditures and advances relating to any landfill that is permanently closed or
any landfill expansion project that is abandoned.
MERGER COSTS
Merger costs include transaction related expenses, contractual costs, severance
and other termination benefits and certain transition costs related to
integrating operations incurred in connection with acquisitions accounted for
under the pooling of interests method. Transition costs, principally related to
bringing acquired assets into conformity with corporate safety and operational
standards, are recorded as merger costs when incurred.
OTHER (EXPENSE) INCOME
Other income and expense, which includes gains and losses on the sale of
equipment, has not historically been material to the Company's results of
operations.
TAXES
The Company recorded a tax provision of $16.6 million for the nine months ended
September 30, 1998. This provision is comprised of $13.8 million of federal and
state taxes at statutory rates, and a $2.8 million one-time net tax expense
related to non-deductible merger costs, the establishment of deferred income tax
liabilities and the benefit of pre-pooling income taxed as S Corporations for
the pooled companies acquired during the nine months ended September 30, 1998.
The tax provision at September 30, 1997 principally relates to the recording of
federal and state taxes at statutory rates, deferred income tax liabilities for
pooled companies acquired during the nine months ended September 30, 1997 which
were S Corporations prior to the date of merger, and federal and state tax
liabilities for other pooled companies. An effective tax rate lower than the
federal and state statutory rate for the nine months ended September 30, 1997 is
primarily due to the use of net operating loss carryforwards and income from
pooled companies which were taxed as S Corporations.
14
<PAGE>
The following table presents the percentage each item in the consolidated
statements of operations bears to total revenues:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1998 1997
----------- -----------
(Restated)
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of revenues 60.8 68.6
Selling, general and administrative expenses 12.8 16.4
Depreciation and amortization 7.9 5.5
Merger costs 2.6 1.2
----------- -----------
Operating income 15.9 8.3
Interest expense, net (1.3) (2.6)
Other income (expense) 0.4 0.8
----------- -----------
Income before income taxes 15.0 6.5
Income tax expense 7.3 1.7
----------- -----------
Net income 7.7% 4.8%
=========== ===========
</TABLE>
Revenues for the nine months ended September 30, 1998 were $227.8 million
compared to $171.0 million for the nine months ended September 30, 1997, an
increase of $56.8 million, or 33.2%. The principal factor affecting the increase
in revenues was the impact of acquisitions accounted for as purchases made in
the past eighteen months, primarily consisting of Pappy, Inc., Pine Grove,
Inc., Kelly Run Sanitation, Inc., Atlantic Waste, and several solid waste
collection companies in the New York, New Jersey and Florida markets, which
contributed aggregate revenues of $68.6 million for the nine months ended
September 30, 1998 as compared to $16.6 million for the nine months ended
September 30, 1997. The acquisitions accounted for as poolings of interests
(Super Kwik, Apex, Donno, Hamm's, Bluegrass, Stamato, Ecology, All Waste, Ulster
and Regional Recycling) contributed revenues of $143.1 million for the nine
months ended September 30, 1998 compared to $130.2 million for the same period
in 1997, an increase of $12.9 million.
Cost of revenues for the nine months ended September 30, 1998, were $138.5
million compared to $117.3 million for the nine months ended September 30,
1997, an increase of $21.2 million. Cost of revenues as a percentage of revenues
for the nine months ended September 30, 1998, was 60.8 % compared to 68.6% for
the same period in 1997. This decrease in percentage was primarily due to (1)
the acquisition by the Company of seven landfills, which operate at higher
margins than the Company's other operations, (2) economies of scale relating to
the Company's increase in size over the period, and (3) operating efficiencies.
Selling, general, and administrative expenses for the nine months ended
September 30, 1998, were $29.2 million compared to $28.1 million for the nine
months ended September 30, 1997, an increase of $1.1 million or 3.9%. These
expenses as a percentage of revenues for the nine months ended September 30,
1998, were 12.8% compared to 16.4% for the same period in 1997. The decrease as
a percentage of revenues reflects the elimination of redundant overhead as
acquisitions in certain geographic areas are consolidated, as well as certain
cost controls placed on previously private pooled companies. This decrease was
partially offset by the increased infrastructure, including accounting, finance,
legal and administration, necessary to integrate the acquisitions consummated.
Depreciation and amortization totaled $18.0 million, or 7.9% of revenues, for
the nine months ended September 30, 1998, versus $9.5 million, or 5.5% of
revenues, for the same period in 1997. This increase was primarily due to
increased depreciation and landfill amortization as a result of businesses and
assets acquired, amortization of goodwill and other intangibles associated with
the acquisitions, and increased amortization expenses related to several
significant landfill acquisitions in the past twelve months which normally carry
a higher amortization and
15
<PAGE>
acquisition expense than collection companies.
Merger costs incurred during the nine months ended September 30, 1998, were $6.1
million, related to the acquisitions of Bluegrass, Ecology, Stamato, All
Waste, Ulster, and Regional Recycling as well as four collection operations in
eastern and central Pennsylvania and a landfill in southern Georgia. These
acquisitions were accounted for as poolings of interests. Merger costs for the
same period in 1997 were $2.0 million and related to the acquisitions of Donno,
Apex and Waste X and included an adjustment related to Super Kwik.
The Company recorded a tax provision of $16.6 million for the nine months ended
September 30, 1998. This provision is comprised of $13.8 million of federal and
state taxes at statutory rates, and a $2.8 million one-time net tax expense
related to non-deductible merger costs, the establishment of deferred income tax
liabilities and the benefit of pre-pooling income taxed as S Corporations for
the pooled companies acquired during the nine months ended September 30, 1998.
The tax provision at September 30, 1997 principally relates to the recording of
federal and state taxes at statutory rates, deferred income tax liabilities for
pooled companies acquired during the nine months ended September 30, 1997 which
were S Corporations prior to the date of merger, and federal and state tax
liabilities for other pooled companies. An effective tax rate lower than the
federal and state statutory rate for the nine months ended September 30, 1997 is
primarily due to the use of net operating loss carryforwards and income from
pooled companies which were taxed as S Corporations.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 1997
As a result of the factors discussed above, the results of operations for the
three months ended September 30, 1998 compared to the three months ended
September 30, 1997, reflects an increase in revenues of $19.0 million.
Additionally, net income for the three months ended September 30, 1998 was $9.0
million as compared to $4.0 million for the same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's business requires substantial amounts of capital. The Company's
capital requirements include acquisitions, equipment purchases, and capital
expenditures for cell construction and expansion of its landfills. The Company
plans to meet these capital needs from various financing sources, including
borrowings, internally generated funds, and the issuance of common stock.
As of September 30, 1998, the Company had a working capital deficit of $2.8
million, including cash and cash equivalents of $13.2 million. For the nine
months ended September 30, 1998, net cash provided by operations was
approximately $23.4 million, net cash provided by financing activities was
approximately $216.9 million and net cash used in investing activities was
approximately $234.4 million resulting in an increase in cash and cash
equivalents of $5.9 million during this period. Capital expended during the
period, included: (1) $161.9 million relating to acquisitions, (2) $18.3
million for the purchase of operating equipment and real estate, and (3) $53.0
million related to the permitting and development of landfill space.
In October 1997, the Company amended its revolving credit facility with
BankBoston, N.A. to provide for borrowings up to $150 million. The facility is
available for repayment of debt, funding of acquisitions, working capital, and
for up to $50 million in letters of credit. As of November 10, 1998,
approximately $18.1 million in letters of credit were outstanding under the
Credit Facility. Also, at November 10, 1998, there were $83.7 million of
borrowings under the Credit Facility.
At the Company's option, the interest rate on any loan under the Credit Facility
may be based on an adjusted prime rate or Eurodollar rate, as defined in the
loan agreement. On November 10, 1998, the applicable interest rate was 6.03%.
The facility expires on October 2002. The Credit Facility requires the payment
of a commitment fee, payable in arrears, based in part on the unused balance and
provides for certain restrictions on, among other things, the ability of the
Company to incur borrowings, sell assets, acquire assets, make capital
expenditures or pay cash dividends. The facility also requires the maintenance
of certain financial ratios, including interest coverage ratios and balance
sheet
16
<PAGE>
and cash flow leverage ratios, and requires profitable operations. The facility
is collateralized by all the stock of the Company's subsidiaries, whether now
owned or hereafter acquired.
In September 1998, the Company completed its registration and sale of 8,625,000
shares, at $26.375 per share, which included the sale of 500,000 shares by
selling shareholders and the sale by the Company of 1,125,000 shares to cover
overallotments. Net proceeds to the Company, after deduction of fees and
related costs, were approximately $202,000,000. The net proceeds of the
offering were used to reduce outstanding debt under the Company's Revolving
Credit Agreement by $52 million with the remainder to be used for future
acquisitions, capital expenditures and working capital. The Company has
invested the unused net proceeds in short-term interest bearing securities.
To date the Company has required substantial amounts of capital and it expects
to continue to expend substantial amounts to support its acquisition program and
the expansion of its disposal and transportation operations. The Company
estimates aggregate capital expenditures, exclusive of acquisitions of
businesses, of approximately $6 million for the remainder of the year ending
December 31, 1998. The Company has addressed its capital needs through private
and public offerings of Common Stock and by establishing a revolving credit
facility. The Company believes that the revolving credit facility and the funds
expected to be generated from operations, and net proceeds from possible future
equity offerings will provide adequate cash to fund the Company's working
capital and other cash needs for the foreseeable future.
The Company has financial obligations related to closure and post-closure
monitoring and maintenance of the Company's landfills. While the exact amount of
future closure and post-closure obligations cannot be determined, the Company
estimates that the costs of final closure of the currently permitted and
operating areas at the Company's landfills will be approximately $35.8 million,
of which $13.5 million has been accrued as of September 30, 1998. The Company
makes an accrual for these costs based on consumed airspace in relation to
Management's estimate of total available airspace of the landfills. In addition,
the Company has accrued $8.0 million for post-closure obligations as of
September 30, 1998.
SEASONALITY AND INFLATION
The Company's revenues tend to be somewhat higher in the spring and summer
months. This is primarily attributable to the fact that (i) the volume of waste
relating to construction and demolition activities tends to increase in the
spring and summer months and (ii) the volume of industrial and residential waste
in the regions in which the Company operates tends to decrease during the winter
months. In addition, particularly harsh weather conditions may affect the
Company's operations by interfering with collection, transportation, and
disposal operations, delaying the development of landfill capacity, and/or
reducing the volume of waste generated by the Company's customers.
The Company believes that inflation and changing prices have not had, and are
not expected to have, any material adverse effect on its results of operations
in the near future.
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(C) Private Placements:
In connection with the Company's merger on March 9, 1998 with Bluegrass
Containment, Inc., the Company issued an additional 14,954 unregistered
shares of common stock of the Company which was previously withheld pending
settlement of certain conditions.
Under the private placement described above, the Company has agreed under
certain circumstances to register certain of the shares for the above
transactions for resale under the Securities Act of 1933 (the "Act"). The
sale of the Shares was exempt from the registration provisions of the Act
pursuant to Section 4(2) of the Act and/or Regulation D promulgated under
the Act for transactions not involving a public
17
<PAGE>
offering, based on the fact that the private placement was made to
accredited investors who had access to financial and other relevant data
concerning the Company, its financial condition, business and assets. The
securities sold in the private placement may not be reoffered or resold
absent registration under the Act or available exemptions from such
registration requirements.
ITEM 5. OTHER INFORMATION
On August 16, 1998, the Company entered into a merger agreement (the
"Merger Agreement") with Waste Management, Inc., a New York Stock Exchange
listed, waste management Company ("WMI"), pursuant to which a wholly-owned
subsidiary of WMI will be merged with and into the Company (the "Merger").
As a result of the Merger, each stockholder of the Company will receive
.6406 shares of WMI common stock in exchange for each share of Company
Common Stock. The stockholders of the Company approved the Merger at a
Special Meeting of the shareholders held on November 5, 1998. The closing
of the Merger is still subject to certain other customary closing
conditions, including the requirements of obtaining approval from certain
governmental entities. There can be no assurance, however, that the Merger
will occur.
On August 19, 1998, a complaint (the "Complaint"), purporting to be a class
action, was filed in Delaware Chancery Court, naming certain Eastern
directors and Eastern as defendants and seeking to enjoin consummation of
the Merger and compensatory damages. The Complaint alleges generally that
Eastern directors breached their fiduciary duties to Eastern stockholders.
Eastern believes that the allegations in the Complaint are without merit
and intends to vigorously defend the case.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
*10.86 Agreement and Plan of Merger, dated as of August 16, 1998, by
and among Waste Management, Inc., Ocho Acquisition Corporation
and Eastern Environmental Services, Inc. (Exhibit 2.1 to the
Company's Current Report on Form 8-K dated August 21, 1998
(the "August 21, 1998 Form 8-K")).
*10.87 Form of Stockholders Support Agreement, dated as of August 16,
1998 , by and among Waste Management, Inc., Ocho Acquisition
Corporation, Louis D. Paolino, Jr., George O. Moorehead,
Willard Miller, Glen Miller, Gregory M. Krzemien and Robert M.
Kramer. (Exhibit 2.2 to the August 21, 1998 Form 8-K).
*10.88 Complaint in Court of Chancery of the State of Delaware,
naming Barbara Selverian, as plaintiff, and certain Eastern
directors and Eastern, as defendants (Exhibit 99.1 to the
August 21, 1998 Form 8-K).
*10.89 Agreement and Plan of Reorganization dated May 18, 1998, by
and between Eastern Environmental Services, Inc. and the
shareholders of Allegro Enterprises, Inc., Regional Recycling,
Corp., Lee Bin Containers, Inc., Madison Enterprises, Inc.,
and Joseph and Frank Savino Partnership (Exhibit 10.1 to the
Company's Current Report on Form 8-K dated August 20, 1998
(the "August 20, 1998 Form 8-K")).
*10.90 Agreement and Plan of Reorganization dated May 18, 1998, by
and between Eastern Environmental Services, Inc. and the
shareholders of Allegro Enterprises, Inc., Allegro
Transportation and Recycling, Inc., Allegro Carting and
Recycling, Inc., Joseph Savino and Sons, Inc., Lee Bin
Containers, Inc., and Joseph and Frank Savino Partnership
(Exhibit 10.2 to the August 20, 1998 Form 8-K).
*10.91 Amendment dated August 20, 1998 to the Agreements and Plans of
Reorganization dated May 18, 1998 (Exhibit 10.3 to the August
20, 1998 Form 8-K).
*10.92 Stock Purchase Agreement made as of July 17, 1998, by and
between Transcor Waste
18
<PAGE>
Services, Inc. and Eastern Environmental Services, Inc.
(Exhibit 10.1 to the Company's Current Report on Form 8-K
dated September 4, 1998 (the "September 4, 1998 Form 8-K")).
*10.93 Amendment dated August 31, 1998 to Stock Purchase Agreement
dated July 17, 1998, by and between Transcor Waste Services,
Inc. and Eastern Environmental Services, Inc. (Exhibit 10.2 to
the September 4, 1998 Form 8-K).
27 Financial Data Schedules (Electronic filed only).
---------------------------------------------------------------------
* Incorporated by reference.
(b) Current Reports on Form 8-K or 8-K/A:
On July 13, 1998, the Company filed a report on Form 8-K dated June
26, 1998, under Item 2 to report the acquisition and merger with All
Waste Systems, Inc., ARB Enterprises, Inc., Northern Recycling, Inc.,
and All Waste Recycling, Inc. (collectively, the "All Waste
Companies"). Historic combined financial statements of the All Waste
Companies and pro forma financial information of the Company required
under "Item 7: Financial Statements and Exhibits" are not required to
be filed.
On July 13, 1998, the Company filed a report on Form 8-K dated June
26, 1998, under Item 2 to report the acquisition and merger with
Ulster County Sanitation, Inc., Ulster County Rolloff, Inc., Art
Sperl Disposal, L.L.C., Edgemere Development, Inc., and Regional
Recycling, Inc. (collectively, the "Ulster Companies"). Historic
combined financial statements of the Ulster Companies and pro forma
financial information of the Company required under "Item 7:
Financial Statements and Exhibits" are not required to be filed.
On August 7, 1998, the Company filed a report on Form 8-K/A dated
April 20, 1998 under Item 2 to report the completed acquisition of
Atlantic Waste Disposal, Inc. Financial statements of Atlantic Waste
Disposal, Inc. and pro forma financial information of the Company
required under "Item 7: Financial Statements and Exhibits" were filed
on Form 8-K/A on May 20, 1998.
On August 17, 1998, the Company filed a report on Form 8-K dated
August 17, 1998, under Item 5 to report that the Company had entered
into an Agreement and Plan of Merger with Waste Management, Inc.
On August 21, 1998, the Company filed a report on Form 8-K dated
August 16, 1998, under Item 5 to report a Stockholder Support
Agreement, pursuant to which certain members of the Company's
management are to vote in favor of the Merger with Waste Management,
Inc. Additionally, the Company reported a complaint purporting to be
a class action lawsuit seeking to enjoin consummation of the Merger
and compensatory damages (the "Complaint"). The Company filed under
"Item 7: Financial Statements and Exhibits" the Agreement and Plan of
Merger by and among Waste Management, Inc., Ocho Acquisition Corp.,
and the Company; the Form of Stockholders Support Agreement; and a
copy of the Complaint.
On September 2, 1998, the Company filed a report on Form 8-K dated
August 20, 1998, under Item 2 to report the acquisition and merger
with Regional Recycling, Corp. and Affiliates ("Regional"). Historic
combined financial statements of Regional and pro forma financial
information of the Company required under "Item 7: Financial
Statements and Exhibits" were filed on Form 8-K/A on October 19,
1998.
On September 4, 1998, the Company filed a report on Form 8-K/A dated
June 26, 1998 under Item 7 stating that historical financial
statements of the Ulster Companies are not required to be filed.
On September 4, 1998, the Company filed a report on Form 8-K/A dated
June 26, 1998 under Item 7 stating that historical financial
statements of the All Waste Companies are not required to be filed.
19
<PAGE>
On September 11, 1998, the Company filed a report on Form 8-K dated
September 4, 1998, under Item 2 to report the acquisition of Kimmins
Recycling, Corp. ("Kimmins"). Historic combined financial statements
of Kimmins and pro forma financial information of the Company required
under "Item 7: Financial Statements and Exhibits" were filed on Form
8-K/A on October 19, 1998.
On September 22, 1998, the Company filed a report on Form 8-K dated
September 22, 1998 under Item 5 to provide audited restated financial
statements, selected financial data (restated) and Management's
Discussion and Analysis of Financial Condition and Results of
Operations (restated), to reflect the acquisitions of the All Waste
Companies and the Ulster Companies.
On September 30, 1998, the Company filed a report on Form 8-K dated
September 30, 1998, under Item 7 to file the Company's proxy materials
with regard to the agreement to merge with Waste Management, Inc.
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 thereto duly authorized.
EASTERN ENVIRONMENTAL SERVICES, INC.
BY: /s/ Louis D. Paolino, Jr.
-----------------------------------
Louis D. Paolino, Jr., Chairman
BY: /s/ Gregory M. Krzemien
--------------------------------------------
Gregory M. Krzemien, Chief Financial Officer
BY: /s/ Ronald R. Pirollo
------------------------------------------------------------
Ronald R. Pirollo, Controller (Principal Accounting Officer)
DATE: November 13, 1998
20
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27 Financial Data Schedules (Electronic filed only).
21
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JUL-01-1998 JAN-01-1998
<PERIOD-END> SEP-30-1998 SEP-30-1998
<CASH> 13,235,995 13,235,995
<SECURITIES> 0 0
<RECEIVABLES> 54,560,345 54,560,345
<ALLOWANCES> 5,615,000 5,615,000
<INVENTORY> 0 0
<CURRENT-ASSETS> 81,542,825 81,542,825
<PP&E> 491,888,900 491,888,900
<DEPRECIATION> 78,283,860 78,283,860
<TOTAL-ASSETS> 667,081,275 667,081,275
<CURRENT-LIABILITIES> 84,314,018 84,314,018
<BONDS> 101,260,476 101,260,476
0 0
0 0
<COMMON> 372,669 372,669
<OTHER-SE> 390,927,477 390,927,477
<TOTAL-LIABILITY-AND-EQUITY> 667,081,275 667,081,275
<SALES> 0 0
<TOTAL-REVENUES> 83,895,062 227,821,233
<CGS> 0 0
<TOTAL-COSTS> 48,393,065 138,471,408
<OTHER-EXPENSES> 18,357,368 50,409,041
<LOSS-PROVISION> 697,614 1,920,555
<INTEREST-EXPENSE> 626,836 2,899,391
<INCOME-PRETAX> 15,820,179 34,120,838
<INCOME-TAX> 6,799,044 16,638,051
<INCOME-CONTINUING> 9,021,135 17,482,787
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 9,021,135 17,482,787
<EPS-PRIMARY> .25 .55
<EPS-DILUTED> .24 .52
</TABLE>
