<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 June 30, 2000
Commission file number: 1-5529
BURNS INTERNATIONAL SERVICES CORPORATION
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3408028
---------------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 South Michigan Avenue, Chicago, Illinois 60604
---------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 322-8500
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 _____
---
On July 31, 2000 the registrant had 19,948,884 shares of Common Stock
outstanding.
<PAGE>
BURNS INTERNATIONAL SERVICES CORPORATION AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Statement of Operations for
the Three Months Ended June 30, 2000 and 1999................................. 2
Consolidated Statement of Operations for
the Six Months Ended June 30, 2000 and 1999................................... 3
Condensed Consolidated Balance Sheet
at June 30, 2000 and December 31, 1999........................................ 4
Condensed Consolidated Statement of Cash Flows for
the Six Months Ended June 30, 2000 and 1999 .................................. 5
Notes to the Consolidated Financial Statements ................................ 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................................ 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk..................... 17
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings ............................................................. 19
Item 2. Changes in Securities ......................................................... 19
Item 3. Defaults Upon Senior Securities ............................................... 19
Item 4. Submission of Matters to a Vote of Security Holders ........................... 19
Item 5. Other Information ............................................................. 19
Item 6. Exhibits and Reports on Form 8-K .............................................. 20
SIGNATURES .............................................................................. 21
</TABLE>
<PAGE>
2
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
BURNS INTERNATIONAL SERVICES CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
(Millions of dollars, except per share)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
----------------------------------
2000 1999
---------- ---------
<S> <C> <C>
Net service revenues $ 359.3 $ 338.6
Cost of services 302.7 284.9
Selling, general and administrative expenses 40.6 36.4
Depreciation 1.7 1.3
Other expense, net 0.1 1.0
Interest expense and finance charges, net 4.8 3.9
-------- ----------
Earnings before income taxes 9.4 11.1
Provision for income taxes 3.7 4.3
-------- ----------
Earnings before extraordinary item 5.7 6.8
Extraordinary item:
Loss from early extinguishment of debt -- (12.1)
-------- ---------
Net earnings (loss) $ 5.7 $ (5.3)
======== =========
Earnings (loss) per common share - basic:
Earnings before extraordinary item $ 0.28 $ 0.30
Extraordinary item -- (0.53)
-------- ---------
Net earnings (loss) per share $ 0.28 $ (0.23)
======== =========
Earnings (loss) per common share - diluted:
Earnings before extraordinary item $ 0.28 $ 0.29
Extraordinary item -- (0.52)
-------- ---------
Net earnings (loss) per share $ 0.28 $ (0.23)
======== =========
Comprehensive earnings:
Net earnings (loss) $ 5.7 $ (5.3)
Other comprehensive earnings (loss):
Currency translation adjustment, net of $1.5 tax
benefit in 2000 and $0.1 tax expense in 1999 (2.2) 0.1
-------- ---------
Comprehensive earnings (loss) $ 3.5 $ (5.2)
======== =========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
<PAGE>
3
BURNS INTERNATIONAL SERVICES CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
(Millions of dollars, except per share)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------------------
2000 1999
------------- ----------------
<S> <C> <C>
Net service revenues $ 716.5 $ 669.1
Cost of services 603.0 562.3
Selling, general and administrative expenses 82.3 72.6
Depreciation 3.5 2.5
Other expense, net 0.5 2.3
Interest expense and finance charges, net 9.8 7.7
------------- ---------------
Earnings before income taxes 17.4 21.7
Provision for income taxes 6.9 8.4
------------- ---------------
Earnings before extraordinary item 10.5 13.3
Extraordinary item:
Loss from early extinguishment of debt -- (12.1)
------------- ---------------
Net earnings $ 10.5 $ 1.2
============= ===============
Earnings (loss) per common share - basic:
Earnings before extraordinary item $ 0.53 $ 0.57
Extraordinary item -- (0.52)
------------- --------------
Net earnings per share $ 0.53 $ 0.05
============= ==============
Earnings (loss) per common share - diluted:
Earnings before extraordinary item $ 0.52 $ 0.56
Extraordinary item -- (0.51)
------------- --------------
Net earnings per share $ 0.52 $ 0.05
============= ==============
Comprehensive earnings (loss):
Net earnings $ 10.5 $ 1.2
Other comprehensive earnings:
Currency translation adjustment, net of $1.6 tax
benefit in 2000 and $0.1 tax expense in 1999 (2.4) 0.2
------------- ---------------
Comprehensive earnings $ 8.1 $ 1.4
============= ===============
</TABLE>
(The accompanying notes are an integral part of these financial statements)
<PAGE>
4
BURNS INTERNATIONAL SERVICES CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(Millions of dollars)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 2000 1999
---------------------------------------------------------------------- ------------------ -----------------
<S> <C> <C>
Cash and cash equivalents $ 10.1 $ 10.4
Receivables, net 44.8 59.9
Income tax receivable, net -- 32.1
Other current assets 112.7 71.9
----------------- ----------------
Total current assets 167.6 174.3
Property and equipment, at cost 41.6 43.3
Less accumulated depreciation 18.3 19.7
----------------- ----------------
Net property and equipment 23.3 23.6
Net excess purchase price over net assets acquired 104.2 107.1
Deferred tax asset, net 5.7 5.7
Other assets 37.5 33.0
----------------- ----------------
Total assets $338.3 $343.7
================= ================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Overdraft facilities $ 0.1 $ 3.6
Accounts payable and accrued expenses 110.8 125.1
----------------- -----------------
Total current liabilities 110.9 128.7
Long-term debt 137.2 133.6
Other long-term liabilities 51.0 50.7
Common stock 0.2 0.2
Other shareholders' equity 39.0 30.5
----------------- ----------------
Total shareholders' equity 39.2 30.7
----------------- ----------------
Total liabilities and shareholders' equity $338.3 $343.7
================= ================
</TABLE>
(The accompanying notes are an integral part of these financial statements)
<PAGE>
5
BURNS INTERNATIONAL SERVICES CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Millions of dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------
OPERATING: 2000 1999
-------- ---------
<S> <C> <C>
Continuing Operations:
Earnings from continuing operations $ 10.5 $ 13.3
Adjustments to reconcile net earnings to net cash
provided by continuing operations:
Non-cash adjustments to earnings:
Depreciation and amortization 5.2 5.4
Other, net 3.3 0.4
Changes in assets and liabilities:
Decrease in receivables 17.4 3.8
Decrease in other current assets 31.2 1.0
Net change in accounts payable and accrued expenses (10.2) 14.1
Net change in other long-term assets and liabilities (4.4) (11.0)
-------- ---------
Net cash provided by continuing operations 53.0 27.0
Net cash used in discontinued operations (4.1) (5.4)
-------- ---------
Net cash provided by operating activities 48.9 21.6
INVESTING:
Capital expenditures (3.8) (5.5)
Net cash paid for acquisitions -- (2.0)
Other, net 0.3 0.2
--------- ---------
Net cash used in investing activities (3.5) (7.3)
--------- ---------
FINANCING:
(Decrease) increase in overdraft facility (3.5) 0.6
Increase in debt outstanding under revolving credit facility 3.6 108.0
Retirement of long-term debt -- (140.9)
(Decrease) increase in receivables sold (43.8) 18.6
Treasury shares acquired -- (81.7)
Other, net (2.0) 2.3
--------- ---------
Net cash used in financing activities (45.7) (93.1)
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (0.3) (78.8)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10.4 105.7
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10.1 $ 26.9
========= =========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
<PAGE>
6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) The financial statements of Burns International Services Corporation and
consolidated subsidiaries ("the Company") have been prepared in accordance with
the instructions to Form 10-Q. The statements are unaudited, but include all
adjustments, consisting of normal recurring items, which the Company considers
necessary for a fair presentation of the information set forth herein. The
results of operations for the three and six month periods ended June 30, 2000
and June 30, 1999 are not necessarily indicative of the results to be expected
for the entire year. Certain previously reported 1999 amounts have been
reclassified to conform to the current 2000 presentation.
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts and related disclosures. Actual
results may differ from those estimates.
(2) The Company owns 49% of the common stock of Loomis, Fargo & Co ("Loomis,
Fargo"). This investment is accounted for under the equity method.
The Company recorded $0.7 million equity income for the three months ended June
30, 2000 for its share of Loomis, Fargo income, compared to $0.4 million for the
same period in 1999. Equity income for the six months ended June 30, 2000 was
$1.2 million, versus $0.6 million for the same period in 1999. The Company does
not guarantee the indebtedness of Loomis, Fargo nor is it required to fund
Loomis, Fargo's future operations.
(3) On May 29, 1998, the Company sold its electronic security services
business to ADT Security Services, a subsidiary of Tyco International, Ltd. On
May 29, 1998, the Company also sold its courier services business. Both
businesses were carried as discontinued operations prior to their disposals. The
Company remains liable on certain retained liabilities from both businesses.
Payments on the retained liabilities are reflected in the discontinued
operations section of the Consolidated Statement of Cash Flows.
(4) The Company's provision for income taxes for the three and six month
periods ended June 30, 2000 and June 30, 1999 reflect estimated annual tax rates
for the year applied to federal, state and foreign income.
(5) Other expense, net is comprised of the following:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- --------------------------
(millions of dollars) 2000 1999 2000 1999
------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Loomis, Fargo (income) $ (0.7) $ (0.4) $ (1.2) $ (0.6)
Excess purchase price amortization 0.8 1.4 1.7 2.9
--------- --------- --------- ---------
Total other expense, net $ 0.1 $ 1.0 $ 0.5 $ 2.3
========= ========= ========= =========
</TABLE>
<PAGE>
7
(6) As part of a brand unification strategy (announced May 4, 1999), the
Company entered into an agreement on March 30, 1999 (the "Agreement") with Wells
Fargo & Company ("Wells Fargo") to relinquish its royalty-free license to the
"Wells Fargo" name in the security field. In addition, Wells Fargo granted the
Company a royalty-free license to use the "Wells Fargo" name for a two-year
period commencing on the date of the Agreement. Under the Agreement, Wells Fargo
has reimbursed the Company for incurred and anticipated costs associated with
converting operations to the "Burns International" name. This includes, among
other things, consulting services and uniform, trademark, service mark,
tradename and signage changes.
The Company earns the reimbursement as certain milestones are achieved, as set
forth in the Agreement. The Company has accounted for the payment as a deposit
that will be offset against brand unification and trademark repositioning costs.
(7) Earnings per common share are based on average common shares outstanding
and common share equivalents. Common share equivalents recognize the dilutive
effects of common shares which may be issued in the future upon exercise of
certain stock options. The number of shares used in the computation of earnings
per share were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
(in thousands of shares) 2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Basic EPS
Average common shares outstanding 19,913 22,914 19,843 23,319
Diluted EPS
Common share equivalents 214 505 214 504
--------- ------- ------- ------
Average common shares outstanding
and common share equivalents 20,127 23,419 20,057 23,823
========= ======= ======= ======
</TABLE>
On October 26, 1999, the Board of Directors approved a Stockholder Rights Plan
(the "Plan") for the Company. If a distribution were to occur under the Plan,
then earnings per share would be affected by the resultant increase in the
number of common share equivalents. The Plan was amended on August 7, 2000,
pursuant to a proposed merger with Securitas AB. (See Part II, Item 5 for
information on the amendment).
(8) The allowance for doubtful accounts was $6.7 million at June 30, 2000 and
$8.0 million at December 31, 1999, respectively. The accumulated amortization of
excess purchase price over net assets acquired was $18.6 million at June 30,
2000 and $17.9 million at December 31, 1999.
(9) Burns International Services Corporation and selected subsidiaries have
an agreement to sell a revolving pool of trade accounts receivable to a special
purpose subsidiary. Sales of trade accounts receivable to the special purpose
subsidiary reduce net receivables in the Consolidated Balance Sheet. At June 30,
2000 and December 31, 1999, net receivables reflect reductions for accounts
receivable sold to the subsidiary of $168.0 million and $171.9 million,
respectively.
<PAGE>
8
Under the accounts receivable facility, the special purpose subsidiary can sell
to third parties up to a $120.0 million undivided interest in the accounts
receivable. The subsidiary's retained and unsold interest in the receivables is
considered an interest in a security and is included in "Other current assets."
At June 30, 2000, and December 31, 1999, "Other current assets" included $88.0
million and $51.9 million, respectively, of unsold interests in the subsidiary's
accounts receivable. The fair values of the unsold interests approximate the
carrying values due to the short-term nature of the receivables.
Also included in "Other current assets" is $8.8 million and $5.0 million, at
June 30, 2000 and December 31, 1999, respectively, representing interest-bearing
cash deposits held in trust under the terms of the agreement. The deposits
represent proceeds of collections held back based on the amount of eligible
receivables in the pool. The Company's retained interests in the receivables and
cash deposits are generally restricted.
(10) Supplemental Cash Flow Information:
Net cash payments for interest and income taxes were as follows:
Six Months Ended
June 30,
--------------------------------
(millions of dollars) 2000 1999
--------------- ---------------
Interest paid $ 9.2 $ 10.4
Income taxes (refunded) paid (35.1) 2.8
(11) The following tables summarize the capitalization of the Company at June
30, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------------------------- -------------------------------
DEBT
(millions of dollars) Current Long-Term Current Long-Term
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
9-5/8% senior subordinated notes
due 2007 $ -- $ 0.2 $ -- $ 0.2
Senior credit facility (at an average rate of 8.6%
in 2000 and 7.7% in 1999) -- 137.0 -- 133.4
Overdraft facilities (at an average rate of 7.5% in
2000 and 6.9% in 1999) 0.1 -- 3.6 --
------------- ------------- ------------- -------------
Total short-term and long-term debt $ 0.1 $ 137.2 $ 3.6 $ 133.6
============== ============= ============= =============
</TABLE>
The Company's senior credit facility, which carries a $225 million maximum
commitment from a group of financial institutions, provides for revolving
borrowings and bank letters of credit. Up to $125 million of the facility is
available for letters of credit. Borrowing availability under the facility
commitment is reduced by the total dollar amount of letters of credit issued and
outstanding under the facility, which totaled $46.2 million and $47.1 million at
June 30, 2000 and December 31, 1999,
<PAGE>
9
respectively. Borrowing capacity under the facility may also be limited by
various covenants. The entire bank facility is available through March 31, 2002.
The Company also maintains a $12.5 million letter of credit that was issued
outside of the senior credit facility, and that does not utilize the facility's
borrowing capacity.
Due to the delays in customer invoicing and collection of receivables
experienced in late 1999 and early in 2000, the Company experienced borrowing
requirements that were higher than normal. As a consequence, the Company
arranged an amendment, dated March 3, 2000, to certain financial covenants as of
March 31, 2000 and June 30, 2000, in its senior credit facility.
<TABLE>
<CAPTION>
SHAREHOLDERS' EQUITY June 30, December 31, 1999
(millions of dollars) 2000
---------------------- --------------------------
<S> <C> <C>
Common stock $ 0.2 $ 0.2
Capital in excess of par value 38.0 37.6
Retained earnings 94.4 83.9
Accumulated comprehensive loss (3.7) (1.3)
---------------------- --------------------------
128.9 120.4
Less treasury common stock, 7,148,207 shares in
2000 and 1999, at cost (89.7) (89.7)
---------------------- --------------------------
Total shareholders' equity $ 39.2 $ 30.7
====================== ==========================
</TABLE>
The accumulated comprehensive loss balances for both periods consist solely of
currency translation adjustments, net of tax.
<TABLE>
<CAPTION>
CAPITAL STOCK - NUMBER OF SHARES June 30, December 31,
2000 1999
----------------------- ---------------------------
<S> <C> <C>
Common stock, $.01 par value:
Authorized 50,000,000 50,000,000
Issued 24,342,799 24,096,849
Outstanding 19,914,592 19,668,642
Series I non-voting common stock, $.01 par value:
Authorized 25,000,000 25,000,000
Issued 2,720,000 2,720,000
Outstanding -- --
Preferred stock, $.01 par value:
Authorized 5,000,000 5,000,000
Issued and Outstanding -- --
</TABLE>
(12) The Company and certain of its current and former subsidiaries have been
identified by the U.S. Environmental Protection Agency and certain state
environmental agencies as potentially responsible parties ("PRPs") at several
hazardous waste disposal sites under the Comprehensive Environmental
<PAGE>
10
Response, Compensation and Liability Act ("Superfund") and equivalent state laws
and, as such, may be liable for the cost of cleanup and other remedial
activities at these sites. Responsibility for cleanup and other remedial
activities at a Superfund site is typically shared among PRPs based on an
allocation formula. The Company believes that none of these matters individually
or in the aggregate will have a material adverse effect on its financial
position or future operating results, generally either because the maximum
potential liability at a site is not large or because liability will be shared
with other PRPs, although no assurance can be given with respect to the ultimate
outcome of any such liability. Based on its estimate of allocations of liability
among PRPs, the probability that other PRPs, many of whom are large, solvent
public companies, will fully pay the costs allocated to them, currently
available information concerning the scope of contamination at such sites,
estimated remediation costs at such sites, indemnification obligations in favor
of the Company from the current owners of certain sold or discontinued
operations, estimated legal fees and other factors, the Company has made
provisions for indicated environmental liabilities in the aggregate amount of
approximately $2 million. Additionally, the Company will be indemnified by its
former subsidiary, BorgWarner Inc., against certain future costs relating to
environmental liabilities associated with certain former automotive operations.
The Company believes that the various asserted claims and litigation in which it
is involved will not materially affect its financial position, future operating
results or cash flows, although no assurance can be given with respect to the
ultimate outcome of any such claim or litigation.
(13) The Company provides security officers to deter crime, monitor
electronic security systems and control public and private access to facilities,
and it performs general investigative services and background screening of
individuals, primarily upon their consideration for employment by a client. The
Company also offers non-security related services to customers through its
temporary employee leasing operation, Burns International Staffing ("Staffing").
The Company's largest segment, Domestic Industrial, provides security services
to clients in a wide variety of industries across the United States. Industrial
security segments in Canada, Europe and Colombia serve similar industries abroad
and are aggregated into the Foreign Industrial segment. The unique security
needs of the aviation industry, and the regulated and governmental sectors of
the economy are serviced by the Company's Globe Aviation and Energy/Government
segments. These two segments, along with the Investigative Services,
SafeToHire.com (background screening) and Staffing segments, are grouped
together and reported as "Other Segments".
The segments are evaluated based primarily on operating income before corporate
administrative expenses, interest expense, finance charges and taxes. The
Company does not allocate assets to individual segments because asset deployment
is not material for management of the business. Information concerning the
segments is set forth below:
<PAGE>
11
<TABLE>
<CAPTION>
Domestic Foreign Other
(millions of dollars) Industrial Industrial Segments Consolidated
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Three Months Ended June 30, 2000:
Revenue $ 273.2 $ 32.1 $ 54.0 $ 359.3
Operating Income (Loss) 18.2 (0.4) 2.6 20.4
Three Months Ended June 30, 1999:
Revenue $ 253.2 $ 32.5 $ 52.9 $ 338.6
Operating Income 16.1 2.0 0.6 18.7
Six Months Ended June 30, 2000:
Revenue $ 542.7 $ 67.6 $ 106.2 $ 716.5
Operating Income (Loss) 37.4 (0.6) 4.4 41.2
Six Months Ended June 30, 1999:
Revenue $ 498.2 $ 65.6 $ 105.3 $ 669.1
Operating Income 32.3 2.7 2.1 37.1
</TABLE>
The following reconciles consolidated segment operating income to consolidated
earnings before income taxes:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------- ----------------------------------
(millions of dollars) 2000 1999 2000 1999
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Consolidated segment operating income $ 20.4 $ 18.7 $ 41.2 $ 37.1
Unallocated items, net (6.9) (4.1) (15.2) (8.3)
Equity income in joint venture 0.7 0.4 1.2 0.6
Interest expense (4.8) (3.9) (9.8) (7.7)
--------------- --------------- --------------- --------------
Consolidated earnings before
income taxes $ 9.4 $ 11.1 $ 17.4 $ 21.7
=============== =============== =============== ==============
</TABLE>
Unallocated items include corporate administrative expense and operating charges
not used in evaluating segment performance.
(14) On June 26, 2000, The Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101B, which delays the mandatory implementation
date of SAB No. 101 - Revenue Recognition in Financial Statements, until the
fourth quarter of 2000. The Company has not fully determined the impact SAB No.
101 will have upon its financial position or results of operations.
<PAGE>
12
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIGNIFICANT EVENTS
------------------
On August 3, 2000, the Company and Securitas AB, jointly announced that they
have signed a definitive merger agreement in which Securitas will acquire all of
the Company's outstanding shares. Securitas is a Swedish corporation (SSE:SECU)
providing security services worldwide. In the United States, Securitas provides
services through its Pinkerton subsidiary.
Pursuant to the agreement, Securitas will pay $21.50 per share for each
outstanding share of Company common stock. This offer represents a 62 percent
premium over the closing price of Company common stock on Wednesday, August 2,
2000. The Company currently has approximately 19.9 million shares of common
stock outstanding. Including debt and other financial obligations, the
transaction has a total value of approximately $650 million.
The transaction will be a cash tender offer for all Company shares, followed by
a cash merger to acquire any shares not previously tendered. As a result of the
transaction, the Company will become a wholly owned subsidiary of Securitas. The
Company has granted Securitas an option to purchase up to 19.9 percent of
Company shares under certain circumstances. In addition, the directors and
certain executives of the Company have committed to tender their shares,
aggregating approximately 4.5 percent, pursuant to the tender offer. The
transaction has been approved by the Boards of Directors of both Securitas and
the Company.
The offer will be conditioned upon, among other things, a majority of the shares
being properly tendered, as well as the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSRA"). The HSRA
notification was filed on August 4, 2000.
The Tender Offer Statement, on Schedule TO, was filed by Securitas AB and
Securitas Acquisition Corporation on August 7, 2000. The Company filed a Form
14D-9 on August 7, 2000, with recommendations to Company shareholders regarding
the Tender Offer Statement.
In connection with the tender offer, the Company filed a form 8-A/A on August 7,
2000, amending the Company's shareholder rights plan. (See Part II, Item 5).
RESULTS OF OPERATIONS
---------------------
Revenues
Net service revenues for the three months ended June 30, 2000, increased $20.7
million, or 6.1% over the comparable 1999 period. Three-month revenues for the
Domestic Industrial segment increased $20.0 million, or 7.9%, over the prior
year quarter, due to higher average billing rates, increased permanent and
temporary guard hours, and increased client retention. Three-month revenues in
the Foreign Industrial segment decreased $0.4 million versus 1999. This was due
to an increase in Canada from a late 1999 business acquisition which was offset
by a decrease in the United Kingdom due to the
<PAGE>
13
cancellation of low margin contracts and a declining exchange rate. Three-month
revenues for Other segments increased $1.1 million, primarily due to new
business and contracts repricing at Globe Aviation and increased volume at
Staffing and Investigative Services. A revenue decline at Energy/Government was
due to a major contract lost in 1999.
Net service revenues for the six months ended June 30, 2000, increased $47.4
million, or 7.1%, over the same period of 1999. Six-month Domestic Industrial
segment revenues increased 8.9%, for reasons previously stated. Six-month
Foreign Industrial segment revenue increased 3.0% and Other segments revenue
rose 0.9%.
Operating Income
Operating income for the three months ended June 30, 2000, increased $1.7
million, or 9.1%, over the comparable 1999 period. Three-month Domestic
Industrial operating income increased by $2.1 million, or 13.0%, as improvements
in risk management and other expenses helped to contain rising labor rates and
higher levels of non-reimbursable security officer overtime. Foreign Industrial
operating income declined $2.4 million, principally due to a United Kingdom
operating loss for the quarter. Other segments operating income increased $2.0
million, as operating profit at Globe Aviation rose $1.7 million from recent
contracts repricing, and operating profit at Staffing increased $0.6 million as
a result of increased service revenue. Operating income at Energy/Government was
lower due to a major contract lost in 1999.
Operating income for the six months ended June 30, 2000, increased $4.1 million,
or 11.1%, versus 1999. Six-month Domestic Industrial operating income increased
$5.1 million, or 15.8%, for reasons previously stated. Six-month Foreign
Industrial operating income decreased $3.3 million and operating income from
Other segments rose $2.3 million during the same period.
Costs and Expenses
Expressed as a percentage of revenues, cost of services for the second quarter
increased from 84.1% in 1999 to 84.2% in 2000. The Company experienced continued
high payroll costs from tight labor markets and a rising level of security
officer unbilled overtime. The increased costs have affected gross margins for
the second quarter, as they declined from 15.9% in 1999 to 15.8% in 2000. To
combat the cost pressure, the Company will continue to negotiate price increases
and build some overtime costs into its normal billing rates. Six-month cost of
services also rose, from 84.0% in 1999 to 84.2% in 2000, reflecting the upward
trends in payroll costs.
Selling, general and administrative expenses ("SG&A"), expressed as a percentage
of revenues, were 11.3% and 10.8% for the three months ended June 30, 2000 and
1999, respectively. The increase partially reflects investments made in training
programs and in marketing and sales programs. SG&A expenses were 11.5% and 10.9%
for the six months ended June 30, 2000 and 1999, respectively.
Three-month SG&A comparisons are impacted by a $0.02 per share gain in the
second quarter of 1999, associated with an insurance settlement and other
non-recurring items of income and expense. The gain primarily related to SG&A
expense. Six-month 1999 SG&A expense also reflects a $1.5 million favorable
insurance settlement in March 1999.
<PAGE>
14
Depreciation expense for the three and six months ended June 30, 2000, increased
$0.4 million and $1.0 million, respectively, over the comparable 1999 periods.
The increase reflects technology investments in payroll and scheduling systems,
invoicing and financial systems and software, as well as hardware and software
investments in SafeToHire.com (background screening).
The Company's share of Loomis, Fargo net earnings is included in other expense,
net. The Company recorded $0.7 million equity income for the three months ended
June 30, 2000, compared to $0.4 million for the same period in 1999. Equity
income for the six months ended June 30, 2000 was $1.2 million, versus $0.6
million for the same period in 1999. Also included in other expense is
amortization of excess purchase price. The $0.6 million three-month decline and
$1.2 million six-month decline in amortization reflects the full amortization of
previous business acquisitions.
Net Interest Expense and Finance Charges
Three-month and six-month interest expense increased $0.9 million and $2.1
million, respectively, over the equivalent 1999 periods. Both increases are due
to higher net funding levels, higher short-term interest rates and bank
amendment fees. Following the implementation of new financial and invoicing
systems and software, the Company experienced difficulties in invoicing its
customers accurately and on time during late 1999 and early in 2000. These
difficulties increased accounts receivable balances and net funding
requirements. The Company corrected the accuracy of invoices, but accounts
receivable balances remain higher than normal.
On March 24, 2000, the Company voluntarily cancelled one of two outstanding
interest-rate swap agreements. Proceeds of $0.4 million were received from the
cancellation and were credited to interest expense during the quarter. The
second swap agreement remained in use until its scheduled termination date of
June 15, 2000. Currently, the Company has no outstanding swap agreements.
Extraordinary Item
On June 10, 1999, the Company repurchased $124.8 million gross principal amount
of 9 5/8% senior subordinated notes due 2007 at a premium of 12.35%. Total
consideration paid plus related fees was $140.9 million, including a $3.1
million consent payment. Associated with the repurchase, the Company recorded a
$12.1 million extraordinary loss (net of a $7.8 million tax benefit) to capture
the call premium paid, cash fees paid on the transaction and the associated
write-off of unamortized finance charges.
Liquidity
The Company's liquidity is provided by its operations and available sources of
funding, including the facility for sale of receivables. Net funding, which
includes accounts receivable sold through this facility, was as follows:
<PAGE>
15
<TABLE>
<CAPTION>
June 30, December 31, 1999
(millions of dollars) 2000
--------------------- ---------------------
<S> <C> <C>
Short-term borrowings and other long-term debt $ 0.3 $ 3.8
Borrowings under senior credit facility 137.0 133.4
Receivables sold through securitization facility 80.0 120.0
Less: Funds held in trust under securitization facility (8.8) (5.0)
Less: Cash and cash equivalents (10.1) (10.4)
--------------------- ---------------------
Total net funding $ 198.4 $ 241.8
===================== =====================
</TABLE>
The Company's net funding requirements decreased $43.4 million from its December
31, 1999 level, principally due to declining receivables levels and a $33.7
million Federal tax refund received in the second quarter of 2000. Borrowings
under the senior credit facility increased $3.6 million and net funding from the
accounts receivable securitization facility decreased $43.8 million.
The Company has access to a number of financing sources, including a $120
million accounts receivable securitization facility and a $225 million senior
credit facility. As of June 30, 2000, the Company had sold $80.0 million of
securitized accounts receivable and had borrowed $137.0 million under the senior
credit facility.
The Company's senior credit facility, which carries a $225 million maximum
commitment from a group of financial institutions, provides for revolving
borrowings and bank letters of credit. Up to $125 million of the facility is
available for letters of credit. Borrowing availability under the facility
commitment is reduced by the total dollar amount of letters of credit issued and
outstanding under the facility, which totaled $46.2 million and $47.1 million at
June 30, 2000 and December 31, 1999, respectively. Borrowing capacity under the
facility may also be limited by various covenants. The entire bank facility is
available through March 31, 2002. The Company also maintains a $12.5 million
letter of credit that was issued outside of the senior credit facility, and that
does not utilize the facility's borrowing capacity.
Due to the delays in customer invoicing and collection of receivables
experienced in late 1999 and early in 2000, the Company experienced borrowing
requirements that were higher than normal. As a consequence, the Company
arranged an amendment, dated March 3, 2000, to certain financial covenants as of
March 31, 2000 and June 30, 2000, in its senior credit facility.
Funding capacity under the accounts receivable securitization facility is
partially determined by the level of receivables eligible for sale under the
facility and by reserves required under the facility. The Company's receivables
portfolio was as follows:
<PAGE>
16
<TABLE>
<CAPTION>
June 30, December 31, 1999
(millions of dollars) 2000
--------------------- ---------------------
<S> <C> <C>
Receivables, net $ 44.8 $ 59.9
Retained interest in trade receivables sold 88.0 51.9
Receivables sold through securitization facility 80.0 120.0
--------------------- ---------------------
Total receivables portfolio $ 212.8 $ 231.8
===================== =====================
</TABLE>
Substantially all of the Company's funding carries variable or short-term
interest rates. To balance the inherent interest rate exposure, the Company
utilized two interest rate swap agreements during the first quarter of 2000, and
one swap agreement during the second quarter of 2000. See Item 3, Quantitative
and Qualitative Disclosures about Market Risk for more information.
Cash Flow
Cash and cash equivalents decreased $0.3 million for the six months ended June
30, 2000. Continuing operations provided $53.0 million, including a $33.7
million Federal tax refund received in the second quarter of 2000. Discontinued
operations required $4.1 million, which reflects payments made on retained
liabilities related to insurance deductibles. Investing activities absorbed $3.5
million, primarily from spending in information technology.
Cash and cash equivalents decreased $78.8 million for the six months ended June
30, 1999, primarily from second quarter common stock repurchases.
The Company believes that cash flow from operations, together with existing cash
and current borrowing capacity, is adequate to meet its capital needs.
<PAGE>
17
ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Interest Rate Risk
The Company has limited financial markets risk exposures that are primarily
related to changes in interest rates. The Company's policy is to balance its
interest rate exposure, which it may manage with interest rate swap agreements.
Substantially all of the Company's funding carries variable rates of interest.
As of June 30, 2000, approximately $137 million was financed through the senior
credit facility, which carries interest rates based on LIBOR and the prime rate.
Approximately $80 million was funded from the accounts receivable securitization
facility, which is discounted at rates based on short-term commercial paper.
Under current and expected market conditions, the Company believes near-term
interest rate movements will not have a material negative impact on its results
of operations. To reduce exposure to market interest rate volatility, the
Company maintained two interest-rate swap agreements during the first quarter of
2000, and one swap agreement during the second quarter of 2000. The agreements
helped protect the Company from rising market interest rates. Both swap
agreements provided that the Company receive variable-rate payments based on
3-month LIBOR and pay fixed-rate payments based on the terms of each swap. The
differential paid or received on the swap agreements was recognized as an
adjustment to interest expense in the period earned or incurred. Both swaps
called for settlement payments on a quarterly basis. The contract terms were as
follows:
<TABLE>
<CAPTION>
Termination Notional Fixed Payment Floating
Date Amount Rate Rate
--------------------- ------------------------ --------------------- --------------------
<S> <C> <C> <C> <C>
Swap I June 15, 2000 US $25,000,000 5.638% 3-Month LIBOR
Swap II June 15, 2001 US $50,000,000 6.015% 3-Month LIBOR
</TABLE>
On March 24, 2000, the Company voluntarily cancelled the Swap II agreement.
Proceeds of $0.4 million were received from the early termination and were
credited to interest expense in the first quarter of 2000. Swap I remained in
use until its scheduled termination date of June 15, 2000. Currently, the
Company has no outstanding swap agreements.
The Company does not use derivative instruments for speculative purposes.
Foreign Currency Risk
Currently, the Company does not use foreign currency forward contracts and
believes it does not have any material foreign currency exposures.
Labor Market Risk
The Company's business is labor intensive and is exposed to the availability of
qualified personnel and the cost of labor. United States labor market
contractions caused by high economic growth or other factors may increase the
Company's direct costs through higher wages and increased amounts of unbilled
overtime. To help manage labor market fluctuations, the Company's customer
agreements
<PAGE>
18
typically allow for billing rate adjustments based on law changes, rulings or
collective bargaining agreements that increase the Company's wage rates.
However, competitive pricing conditions in the industry may constrain the
Company's ability to increase its billing rates to cover such increased costs.
<PAGE>
19
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
-----------------
Inapplicable.
Item 2. Changes in Securities
---------------------
Inapplicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On April 24, 2000, the Company held its annual meeting of stockholders.
At such meeting, Arthur F. Golden, Dale W. Lang and Andrew McNally IV were
elected as directors to serve for a term expiring in 2003. Each of John A.
Edwardson, James J. Burke, Jr., Albert J. Fitzgibbons, III, Terry L. Lengfelder,
Robert A. McCabe, Alexis P. Michas and S. Jay Stewart continued to serve as
directors following the meeting. At such meeting, the following votes were cast
in the election of directors:
For Withheld
--------------------- ---------------------
Arthur F. Golden 12,473,758 174,212
Dale W. Lang 12,476,526 171,444
Andrew McNally IV 12,476,558 171,412
At such meeting, the selection of Deloitte & Touche, LLP as auditors was
approved by the following votes:
For Against Abstain
----------------------- --------------------- ---------------------
12,632,481 8,365 7,124
Item 5. Other Information
-----------------
The Company filed a Form 8-A/A on August 7, 2000, under Item 1,
Description of Registrant's Securities to be Registered, that
describes amendments to the Form 8-A filed by the Company on November
5, 1999, and, under Item 2, Exhibits, filed a copy of the Amendment to
the Rights Agreement.
The Company filed a Form 14D-9 on August 7, 2000, with recommendations
to Company shareholders regarding the Tender Offer Statement, on
Schedule TO, filed by Securitas AB and Securitas Acquisition
Corporation on August 7, 2000.
<PAGE>
20
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
27- Financial Data Schedule.
(b) Reports on Form 8-K:
The Company filed a Form 8-K on August 3, 2000, under Item 5,
Other Events, that reported the proposed Agreement and Plan of
Merger between the Company, Securitas AB and Securitas
Acquisition Corporation.
<PAGE>
21
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 thereunto duly authorized.
Burns International Services Corporation
---------------------------------------------------------
(Registrant)
By /s/ James M. Froisland
-------------------------------------------------------
(Signature)
James M. Froisland
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: August 14, 2000
