<PAGE> 1
FORM 10-Q/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NUMBER: 1-12154
__________
USA WASTE SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OKLAHOMA 73-1309529
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5000 QUORUM DRIVE
SUITE 300
DALLAS, TEXAS 75240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(214) 383-7900
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NO CHANGE
(FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
__________
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
--- ---
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK AS OF MAY 11, 1995:
COMMON STOCK $.01 PAR VALUE 22,974,256
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
USA WASTE SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $7,620,000 $6,613,000
Accounts receivable,net 20,481,000 19,992,000
Notes and other receivables 11,794,000 8,072,000
Prepaid expenses and other 2,869,000 2,361,000
------------ ------------
Total current assets 42,764,000 37,038,000
Notes and other receivables 2,522,000 2,462,000
Property and equipment, net 181,707,000 182,415,000
Excess of cost over net assets of acquired
businesses, net 74,363,000 73,305,000
Other intangible assets, net 13,798,000 14,375,000
Other assets 23,070,000 13,572,000
------------ ------------
Total assets $338,224,000 $323,167,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $11,249,000 $12,023,000
Accrued liabilities 8,730,000 12,783,000
Deferred revenues 2,008,000 1,783,000
Current maturities of long-term debt 1,735,000 1,830,000
------------ ------------
Total current liabilities 23,722,000 28,419,000
Revolving credit facility 115,000,000 98,000,000
Convertible subordinated debentures 49,000,000 49,000,000
Other long-term debt 3,715,000 6,903,000
Closure, post-closure and other liabilities 17,149,000 17,067,000
Deferred income taxes 16,292,000 15,792,000
------------ ------------
Total liabilities 224,878,000 215,181,000
------------ ------------
Commitments and contingencies - -
Stockholders' equity:
Common stock, $.01 par value; 50,000,000
shares authorized; 22,828,159
and 22,728,548 shares issued 228,000 227,000
Additional paid-in capital 96,329,000 95,758,000
Retained earnings 18,750,000 13,962,000
Less treasury stock, 149,285 shares, at cost (1,961,000) (1,961,000)
------------ ------------
Total stockholders' equity 113,346,000 107,986,000
------------ ------------
Total liabilities and stockholders' equity $338,224,000 $323,167,000
============ ============
</TABLE>
See accompanying notes.
2
<PAGE> 3
USA WASTE SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------------------
1995 1994
----------- -----------
(restated)
<S> <C> <C>
Operating revenues $46,508,000 $38,205,000
Costs and expenses:
Operating 25,496,000 21,915,000
General and administrative 6,087,000 5,321,000
Depreciation and amortization 5,408,000 4,393,000
----------- -----------
36,991,000 31,629,000
----------- -----------
Income from operations 9,517,000 6,576,000
----------- -----------
Other income (expense):
Interest expense, net of capitalized intersest (3,152,000) (2,457,000)
Other, net 1,235,000 221,000
----------- -----------
(1,917,000) (2,236,000)
----------- -----------
Income before provision for income taxes 7,600,000 4,340,000
Provision for income taxes 2,812,000 1,636,000
----------- -----------
Net income 4,788,000 2,704,000
Preferred dividends - 380,000
----------- -----------
Income available to common shareholders $4,788,000 $2,324,000
=========== ===========
Earnings per share $0.21 $0.12
=========== ===========
Weighted average number of common and
common equivalent shares outstanding 23,259,000 19,408,000
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE> 4
USA WASTE SERVICES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Additional
Common Paid-in Retained Treasury
Stock Capital Earnings Stock
-------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $227,000 $95,758,000 $13,962,000 ($1,961,000)
Exercise of stock warrants 1,000 516,000
Issuance of common stock to directors - 25,000
Exercise of stock options - 30,000
Net income 4,788,000
-------- ----------- ----------- -----------
Balance, March 31, 1995 $228,000 $96,329,000 $18,750,000 ($1,961,000)
======== =========== =========== ===========
</TABLE>
See accompanying notes.
4
<PAGE> 5
USA WASTE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
-------------------------------
1995 1994
----------- -----------
(restated)
<S> <C> <C>
Cash flows from operating activities:
Net income $4,788,000 $2,704,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,408,000 4,450,000
Deferred income taxes 500,000 341,000
Net gain on disposal of assets (514,000) (20,000)
Other non-cash adjustments - 40,000
Change in assets and liabilities,
net of effects of business acquisitions:
(Increase) in accounts receivables (490,000) (2,153,000)
(Increase) in prepaid expenses and other (508,000) (520,000)
(Increase) in notes and other receivables (868,000) -
(Increase) in other assets (2,778,000) (41,000)
Increase (decrease) in accounts payable and
accrued liabilities (5,489,000) 3,533,000
Increase (decrease) in deferred revenues
and other liabilities 308,000 (1,395,000)
----------- -----------
Net cash provided by operating activities 357,000 6,939,000
----------- -----------
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired - (16,204,000)
Capital expenditures (7,948,000) (8,972,000)
Loans and advances to others (9,726,000) -
Collection of loans to others 91,000 -
Proceeds from sale of assets 3,969,000 101,000
----------- -----------
Net cash used in investing activities (13,614,000) (25,075,000)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 17,000,000 21,121,000
Principal payments on long-term debt (3,283,000) (1,172,000)
Proceeds from exercise of stock options 30,000 300,000
Proceeds from exercise of warrants 517,000 -
----------- -----------
Net cash provided by financing activities 14,264,000 20,249,000
----------- -----------
Increase in cash and cash equivalents 1,007,000 2,113,000
Cash and cash equivalents at beginning of period 6,613,000 3,235,000
----------- -----------
Cash and cash equivalents at end of period $7,620,000 $5,348,000
=========== ===========
Supplemental cash flow information:
Cash paid during the period for:
Interest $2,513,000 $919,000
Income taxes $4,200,000 $1,191,000
</TABLE>
See accompanying notes.
5
<PAGE> 6
USA WASTE SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
The consolidated balance sheets as of March 31, 1995 and December 31, 1994,
and the related consolidated statements of income for the three months ended
March 31, 1995 and 1994, stockholders' equity for the three months ended March
31, 1995, and cash flows for the three months ended March 31, 1995 and 1994 are
unaudited; in the opinion of management, such financial statements reflect all
adjustments, consisting only of normal recurring adjustments, necessary to a
fair statement of the results of the interim periods presented. The Company
has restated the previously issued financial statements for the three months
ended March 31, 1994 to reflect the acquisition of Envirofil, Inc.
("Envirofil") consummated May 27, 1994, and accounted for using the pooling of
interests method of accounting.
The financial statements included herein should be read in connection with
the Company's Annual Report on Form 10-K for the year ended December 31, 1994,
as amended on Form 10-K/A (Amendment No. 1).
1. CHAMBERS ACQUISITION:
In December 1994, the Company entered into a Plan and Agreement of
Reorganization to acquire Chambers through a merger transaction. The merger is
subject to, among other conditions, approval of both companies' boards of
directors and shareholders. It is anticipated that the merger will be completed
in June 1995 and that it will be accounted for as a pooling of interests. The
Agreement provides that on the effective date of the merger the Company will
issue one share of its Common Stock for every 2.4 shares of Chambers common
stock outstanding. The Company currently has approximately 23.0 million common
shares outstanding and, after the merger, expects to have approximately
50.8 million common shares outstanding. Following the merger, the Board of
Directors will include nominees of both the Company and Chambers. John E.
Drury will serve as Chairman and Chief Executive Officer. Donald F. Moorehead,
Jr. will serve as Vice Chairman of the Board of Directors and Chief Development
Officer. John G. Rangos, Sr. will serve as non-executive Vice-Chairman of the
Board of Directors. David Sutherland-Yoest will continue to serve as
President and Chief Operating Officer and Earl E. DeFrates will continue as
Chief Financial Officer.
6
<PAGE> 7
2. LONG-TERM DEBT:
Long-term debt consists of the following as of:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
Revolving credit facility $115,000,000 $ 98,000,000
8 1/2% Convertible Subordinated
Debentures 49,000,000 49,000,000
Other 5,450,000 8,733,000
------------ ------------
169,450,000 155,733,000
Less current maturities 1,735,000 1,830,000
------------ ------------
$167,715,000 $153,903,000
============ ============
</TABLE>
On November 28, 1994, the Company entered into a new revolving credit
facility providing for borrowings of up to $150,000,000. At the Company's
option, the interest rate on any loan under the revolving credit facility will
be based on an adjusted prime rate or Eurodollar rate, as defined in the
agreement. The facility matures on November 30, 1997. The revolving credit
facility, among other conditions, requires the payment of a 3/8 of 1%
commitment fee on the unused balance, payable in arrears, and provides for
certain restrictions on the ability of the Company, subject to certain
limitations, to incur borrowings, sell assets, or pay cash dividends. The
facility also requires the maintenance of certain financial ratios, minimum net
worth requirements and profitable operations. The facility is collateralized
by all the stock of the Company's subsidiaries, whether now owned or hereafter
acquired.
3. CHANGE IN ACCOUNTING ESTIMATE:
As of January 1, 1995, the Company changed the useful life of the excess
of cost over net assets of acquired businesses from 25 years to 40 years to
more appropriately reflect the estimated periods during which the benefit of
the assets will be realized. This change in accounting estimate had the effect
of reducing amortization expense by approximately $360,000 for the three months
ended March 31, 1995.
7
<PAGE> 8
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.
USA WASTE SERVICES, INC.
Registrant
May 22, 1995 BY: s/ Earl E. DeFrates
------------------- ---------------------------
Date Earl E. DeFrates,
Executive Vice President,
Chief Financial Officer
May 22, 1995 BY: s/ Bruce E. Snyder
------------------- ---------------------------
Date Bruce E. Snyder,
Vice President - Controller
Chief Accounting Officer
8
