UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended March 31, 1999.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (For the transition period from ---------to --------).
WASTE SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4203626
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
420 Bedford Street, Suite 300
Lexington, Massachusetts 02420
(Address of principal executive offices) (zip code)
(781) 862-3000 Phone
(781) 862-2929 Fax
(Registrant's telephone number, including area code)
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 ___
The number of shares of the Registrant's common stock, par value $.01
per share, outstanding as of May 13, 1999 was 13,396,594.
<PAGE>
WASTE SYSTEMS INTERNATIONAL, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
PART I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 1999 and
December 31, 1998. 1
Consolidated Statements of Operations for the Three
Months Ended March 31, 1999 and 1998. 2
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1999 and 1998. 3
Notes to Consolidated Financial Statements. 4-8
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations. 9-17
PART II. Other Information
Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults on Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits, Financial Statements Schedules and
Reports on Form 8-K 18
Signatures 20
<PAGE>
1
WASTE SYSTEMS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<S> <C> <C>
March 31, December 31,
1999 1998
------------------- --------------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 36,816,693 $ 193,613
Accounts receivable, less allowance for doubtful accounts of
$125,816 at March 31, 1999 and $222,028 at December 31,1998 6,131,059 5,235,534
Prepaid expenses and other current assets 3,302,502 4,769,285
------------------- --------------------
Total current assets 46,250,254 10,198,432
Restricted cash and securities 40,337 39,842
Property and equipment, net (Notes 2 and 3) 76,822,303 44,685,735
Intangible assets, net (Notes 2 and 4) 45,166,342 38,059,374
Other assets 5,604,886 3,133,316
------------------- --------------------
Total assets $ 173,884,122 $ 96,116,699
=================== ====================
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt and notes payable (Note 5) $ 256,865 $ 8,259,922
Accounts payable 4,782,915 3,849,632
Accrued expenses 4,421,146 2,742,539
Deferred revenue 2,649,614 1,866,128
------------------- --------------------
Total current liabilities 12,110,540 16,718,221
Long-term debt and notes payable (Note 5) 151,800,557 74,861,187
Landfill closure and post-closure costs 4,081,000 2,798,597
------------------- --------------------
Total liabilities 167,992,097 94,378,005
------------------- --------------------
Commitments and Contingencies (Note 7)
Stockholders' equity (Notes 5 and 6):
Common stock, $.01 par value. Authorized 30,000,000 shares;
13,465,094 and 11,718,323 shares issued and outstanding
At March 31, 1999 and December 31, 1998, respectively 134,651 117,184
Additional paid-in capital 50,643,082 37,810,712
Accumulated deficit (44,885,708) (36,189,202)
------------------- --------------------
Total stockholders' equity 5,892,025 1,738,694
------------------- --------------------
Total liabilities and stockholders' equity $ 173,884,122 $ 96,116,699
=================== ====================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
2
WASTE SYSTEMS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<S> <C> <C>
Three months ended March 31,
1999 1998
----------------- -----------------
Revenues $ 8,862,258 $ 1,527,970
Cost of operations:
Operating expenses 5,571,116 863,580
Depreciation and amortization 1,752,514 374,242
Acquisition integration costs (Note 2) 544,400 320,000
---------------- ----------------
Total cost of operations 7,868,030 1,557,822
---------------- ----------------
Gross profit (loss) 994,228 (29,852)
Selling, general and administrative expenses 1,913,609 657,213
---------------- ----------------
Loss from operations (919,381) (687,065)
---------------- ----------------
Other income (expense):
Royalty and other income (expense), net (132,402) (14,126)
Interest income 168,342 27,985
Interest expense and financing costs (2,006,467) (434,045)
Non-cash charge for debt conversion (Note 5) (5,583,717) -
---------------- ---------------
Total other income (expense) (7,554,244) (420,186)
---------------- ----------------
Loss before extraordinary item (8,473,625) (1,107,251)
Extraordinary item - Loss on extinguishment of debt (223,008) -
--------------- ----------------
Net loss (8,696,633) (1,107,251)
Preferred stock dividends - 242,524
--------------- ---------------
Net loss available for common shareholders $ (8,696,633) $ (1,349,775)
============= =============
Basic net loss per share:
Loss from continuing operations $ (0.72) $ (0.35)
Extraordinary item (0.02) -
---------------- ----------------
Basic net loss per share $ (0.74) $ (0.35)
================ ================
Weighted average number of shares used in
Computation of basic net loss per share 11,737,727 3,904,969
================= =================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
3
WASTE SYSTEMS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<S> <C> <C>
Three months ended March 31,
1999 1998
------------------ -----------------
Cash flows from operating activities:
Net loss $ (8,696,633) $ (1,107,251)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Depreciation and amortization 1,775,970 406,116
Non-cash charge for conversion of debt to equity 5,583,717 -
Accrued landfill closure and post-closure costs 74,244 47,000
Extraordinary loss on extinguishment of debt 223,008 -
Changes in assets and liabilities:
Accounts receivable (885,610) 158,165
Prepaid expenses and other current assets 1,543,673 (68,734)
Accounts payable 403,520 581,440
Accrued expenses 1,449,618 (453,861)
Deferred revenue 263,453 -
------------------ -----------------
Net cash provided (used) by continuing operations 1,734,960 (437,125)
Net cash used by discontinued operations and restructuring - (583,290)
------------------ -----------------
Net cash provided (used) by operating activities 1,734,960 (1,020,415)
------------------ -----------------
Cash flows from investing activities:
Net assets acquired through acquisitions (35,997,173) (4,531,781)
Restricted cash and securities (495) 25,000
Landfills - (14,392)
Landfill and other development projects (786,495) (67,840)
Machinery and equipment (210,997) (112,321)
Rolling stock (303,747) (5,412)
Containers (719,931) (1,543)
Office furniture and equipment (157,799) (141,983)
Deposits for future acquisitions - (2,301,957)
Intangible assets (443,086) (3,964)
Other assets (451,629) (124,272)
------------------ -----------------
Net cash used by investing activities (39,071,352) (7,280,465)
------------------ -----------------
Cash flows from financing activities:
Deferred financing and registration costs (2,590,393) (253,879)
Repurchase of common stock (2,835,022) -
Repayments of notes payable and long-term debt (20,615,113) (1541,420)
Borrowings from notes payable and long-term debt 100,000,000 8,009,369
Proceeds from issuance of common stock - 16,583
------------------ -----------------
Net cash provided by financing activities 73,959,472 6,230,653
------------------ -----------------
Increase (decrease) in cash and cash equivalents 36,623,080 (2,070,227)
Cash and cash equivalents, beginning of period 193,613 2,964,274
------------------ -----------------
Cash and cash equivalents, end of period $ 36,816,693 $ 894,047
================== =================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
WASTE SYSTEMS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
Note 1. Basis of Presentation
The accompanying consolidated financial statements of Waste Systems
International, Inc. and its subsidiaries ("WSI" or the "Company") include the
accounts of the Company after elimination of all significant intercompany
accounts and transactions. These consolidated financial statements have been
prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) considered
necessary to present fairly the financial position, results of operations and
cash flows at March 31, 1999 and for all periods presented have been made. The
results of operations for the period ended March 31, 1999 are not necessarily
indicative of the operating results for the full year. Certain information and
footnote disclosure normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these consolidated financial
statements presented herein be read in conjunction with the Company's
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-K, for the year ended December 31, 1998.
There have been no significant additions to or changes in accounting
policies of the Company since December 31, 1998. For a complete description of
the Company's accounting policies, see Note 2 to Consolidated Financial
Statements in the Company's 1998 Annual Report on Form 10-K.
Note 2. Acquisitions
During the three months ended March 31, 1999, WSI acquired three
collection companies and a landfill in Central Pennsylvania, one collection
company in Central Massachusetts, and one collection company in Upstate New
York. The aggregate cost of the acquisitions was approximately $37.9 million
consisting of $36.0 million in cash and $1.9 million in assumed liabilities. See
the chart in Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations - Introduction. The acquisitions have combined annual
revenues of approximately $12.0 million. The acquisitions have been accounted
for using the purchase method of accounting. The purchase prices were allocated
to the assets and liabilities of the acquired companies based on their
respective fair values at the dates of acquisition as follows: the Company
acquired property and equipment of approximately $30.3 million, intangible
assets of $7.5 million and other assets of $0.1 million. The excess of the
purchase price over the fair value of the net identifiable assets acquired of
approximately $6.4 million has been recorded as goodwill and is being amortized
on a straight-line basis over forty years.
Acquisition integration costs consist of one-time, non-recurring costs,
which in the opinion of management have no future value and, therefore, are
expensed. Such costs include termination and retention of employees, lease
termination costs, costs related to the integration of information systems and
costs related to the change of name of the acquired company or business. These
charges are estimated and accrued at the time the acquisition is closed. The
estimates are reviewed frequently by Company management and the related
operation teams integrating the new acquisitions and adjusted as required.
Acquisition integration costs totaled approximately $544,400 and $320,000 for
the three months ended March 31, 1999 and 1998, respectively.
The following unaudited pro forma financial information presents the
combined results of operations of the Company and the aggregate of the acquired
entities for the three months ended March 31, 1999 and 1998 as if the
acquisitions had occurred as of January 1, 1998 after giving effect to certain
adjustments, including amortization of intangibles and additional depreciation
of property and equipment. The pro forma financial information does not
necessarily reflect the results of operations that would have occurred had the
Company and the aggregate of the acquired entities constituted a single entity
during such period.
March 31, 1999 March 31, 1998
(unaudited) (unaudited)
Net revenues $ 9,973,000 $ 9,491,000
============== ==============
Loss from operations $ (2,346,000) $ (1,244,000)
============== ==============
Net loss $ (8,049,000) $ (1,244,000)
============== ==============
Basic loss per share $ (0.68) $ (0.32)
============== ==============
Note 3. Property and Equipment
Property and equipment are stated at cost and consist of the following;
<TABLE>
<S> <C> <C>
March 31, December 31,
1998 1997
Landfills $ 46,549,564 $ 18,631,409
Landfill and other development projects 9,452,706 8,778,901
Buildings, facilities and improvements 4,519,513 4,701,245
Machinery and equipment 4,520,197 3,038,700
Rolling stock 10,562,773 8,980,626
Containers 5,738,833 4,104,397
Office furniture and equipment 889,334 713,235
-------------- -------
82,232,920 48,948,513
Less accumulated depreciation and amortization (5,410,617) (4,262,778)
----------- -----------
Property and equipment, net $ 76,822,303 $ 44,685,735
============ ============
</TABLE>
Note 4. Intangible Assets
Intangible assets consist of the following;
<TABLE>
<S> <C> <C>
March 31, December 31,
1998 1997
------------ ------------
Goodwill $ 36,746,649 $ 30,441,948
Non-compete agreements 4,967,435 4,333,685
Customer lists 4,573,599 3,841,599
Other 734,133 713,235
------------ ------------
47,021,816 39,330,467
Less accumulated amortization (1,855,474) (1,271,093)
------------ ------------
Total intangible assets $ 45,166,342 $ 38,059,374
============ ============
</TABLE>
Note 5. Long-term debt and notes payable
Convertible Subordinated Notes and Conversion into Equity. On May 13,
1998, the Company closed an offering of $60.0 million in 7% Convertible
Subordinated Notes (the "Notes" or "7% Subordinated Notes"), which resulted in
net proceeds to the Company of approximately $58.3 million. The Notes mature in
May 2005, and bear interest at 7.0% per annum, payable semi-annually in arrears
on each June 30 and December 31. The Notes and any accrued but unpaid interest
are convertible into Common Stock at a conversion price of $10.00 per share. The
shares are convertible at the option of the holder at any time and can be
mandatorily converted by the Company after 2 years if the Company's Common Stock
closing price equals or exceeds the conversion price of $10.00 per share for a
period of 20 consecutive trading days. The Company used the majority of the
proceeds from the Notes to repay existing debt of approximately $11.7 million
and complete several acquisitions.
On March 31, 1999, the Company exchanged 2,244,109 shares of the
Company's Common Stock for $10,449,000 of the Notes. The exchange price per
share of $4.656 was equal to the closing price of the Common Stock as reported
by NASDAQ on that date. Interest on the Notes totaling approximately $183,000
was paid in cash.
In connection with the conversion of debt into equity, the Company
issued 1,199,252 shares of Common Stock in excess of the shares that would have
been issued if the debt was converted in accordance with its original terms. The
Company recorded a non-cash charge of $5,583,717 attributable to the issuance of
these additional shares of Common Stock, which has been offset in consolidated
stockholders' equity by the additional deemed proceeds from the issuance of the
shares.
Senior Notes Offering and Debt Repayment. On March 2, 1999, the Company
completed a private placement of $100.0 million of 11.5% Senior Notes (the
"Senior Notes") and warrants to purchase an aggregate of 1,500,000 shares of the
Company's common stock at an exercise price of $6.25 per share (the "Warrants").
The Senior Notes mature on January 15, 2006 and bear interest at 11.5% per
annum, payable semi-annually in arrears on each January 15 and July 15,
commencing July 15, 1999, subject to prepayment in certain circumstances. The
interest rate on the Senior Notes is subject to adjustment upon the occurrence
of certain events as provided in the Indenture for the Senior Notes offering.
The Senior Notes may be redeemed at the option of the Company after March 2,
2003 at redemption prices set forth in the Senior Notes Indenture, together with
accrued and unpaid interest. The Warrants are exercisable from September 2,
1999, through March 2, 2004. The number of shares for which, and the price per
share at which, a Warrant is exercisable, are subject to adjustment upon the
occurrence of certain events as provided in the Warrant Agreement. The net
proceeds to the Company, after deducting the discount to the initial purchaser
and related issuance costs, was approximately $97.3 million. The Company used a
portion of the proceeds from the Senior Notes to repay existing debt of
approximately $20.6 and completed several acquisitions as previously described.
The Company intends to use the balance of the proceeds for general corporate
purposes, including possible future acquisitions and working capital.
The Company had a $10 million line of credit facility with The
BankNorth Group, N.A. which was fully drawn as of December 31. The entire
balance was repaid on March 2, 1999 with the proceeds from the Senior Notes and
the credit facility was closed. The Company is currently negotiating a new
expanded facility with The BankNorth Group, N.A. which it expects to close in
the second quarter of 1999.
Note 6. Common Stock
With a portion of the proceeds of the Senior Notes discussed above, the
Company repurchased 566,278 shares of its common stock from the period March 3,
1999 through May 13, 1999 for an aggregate cost of approximately $3.2 million.
These shares were retired upon repurchase.
Note 7. Commitments and Contingencies
In the normal course of its business, and as a result of the extensive
governmental regulation of the solid waste industry, the Company periodically
may become subject to various judicial and administrative proceedings involving
federal, state, or local agencies. In these proceedings, the agency may seek to
impose fines on the Company or to revoke or deny renewal of an operating permit
held by the Company. From time to time, the Company also may be subjected to
actions brought by citizens' groups in connection with the permitting of its
landfills or transfer stations, or alleging violations of the permits pursuant
to which the Company operates. Certain federal and state environmental laws
impose strict liability on the Company for such matters as contamination of
water supplies or the improper disposal of waste. The Company's operation of
landfills subjects it to certain operational, monitoring, site maintenance,
closure and post-closure obligations which could give rise to increased costs
for monitoring and corrective measures.
The Company has environmental impairment liability insurance policies
at each of its operating landfills which covers claims for sudden or gradual
onset of environmental damage. If the Company were to incur liability for
environmental damage in excess of its insurance limits, its financial condition
could be adversely affected. The Company carries a comprehensive general
liability insurance policy which management considers adequate at this time to
protect its assets and operations from other risks.
None of the Company's landfills is currently connected with the
Superfund National Priorities List or potentially responsible party issues.
The Company is party to pending legal proceedings and claims. Although
the outcome of such proceedings and claims cannot be determined with certainty,
the Company's management, after consultation with outside legal counsel, is of
the opinion that the expected final outcome should not have a material adverse
effect on the Company's financial position, results of operations or liquidity.
Note 8. Segment Information
The Company manages its business segments primarily on a regional
basis. The Company's reportable segments are comprised of Central Pennsylvania,
Vermont, Upstate New York and Central Massachusetts. The accounting policies of
the various segments are the same as those described in the "Summary of
Significant Accounting Policies" in Note 2 in the Company's 1998 Annual Report
of Form 10-K. The Company evaluates the performance of its segments based on
operating income (loss), EBITDA and Adjusted EBITDA, as further described in
Note 18 in the Company's 1998 Annual Report of Form 10-K.
Summary information by segment as of and for the three months ended March 31,
1999 and 1998 is as follows:
<TABLE>
<S> <C> <C>
1999 1998
---- ----
Central Pennsylvania
Revenue $ 3,326,390 $ -
Income (loss) from continuing operations (125,558) -
EBITDA 683,392 -
Adjusted EBITDA 863,966 -
Segment assets 77,217,152 2,401,956
Vermont
Revenues $ 2,277,959 $ 1,527,970
Income (loss) from continuing operations 578,204 (86,373)
EBITDA 1,144,884 287,869
Adjusted EBITDA 1,149,965 607,869
Segment assets 27,203,469 18,981,555
Central New York
Revenue $ 2,023,405 $ -
Income (loss) from continuing operations (249,252) -
EBITDA 9,242 -
Adjusted EBITDA 267,489 -
Segment assets 14,980,307 -
Central Massachusetts
Revenue $ 1,234,504 $ -
Income (loss) from continuing operations (99,749) -
EBITDA 18,642 -
Adjusted EBITDA 119,140 -
Segment assets 13,130,050 1,111,352
Corporate
Revenue $ - $ -
Income (loss) from continuing operations (1,023,026) (600,692)
EBITDA (999,571) (568,818)
Adjusted EBITDA (999,571) (568,818)
Segment assets 41,353,144 1,383,552
</TABLE>
Note 9. Supplemental disclosures of cash flow information:
During the three months ended March 31, 1999 and 1998, cash paid for
interest was $620,903 and $299,059, respectively.
On March 31, 1999, the Company exchanged 2,244,109 shares of the Company's
Common Stock for $10,449,000 of its 7% Subordinated Notes. The Company
incurred a non-cash charge of $5,583,717 in connection with this conversion
of debt into equity.
In connection with the Company's acquisitions, during 1999, the Company
acquired property and equipment of $30.3 million, intangible assets of $7.5
million and other assets of $0.1 million. The Company paid $36.0 million in
cash and assumed liabilities from the acquired companies of $1.9 million.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This quarterly report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, with respect to, among other things, the
Company's future revenues, operating income, or earnings per share. These
forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes,"
"anticipates," "expects" or words of similar expression. The Company's actual
results could differ materially from those set forth in the forward-looking
statements. Certain factors that might cause such a difference are discussed
herein. See "Certain Factors Affecting Future Operating Results".
Introduction
Waste Systems International, Inc. is an integrated non-hazardous solid
waste management company that provides solid waste collection, recycling,
transfer and disposal services to commercial, industrial, residential and
municipal customers within certain regional markets in the Northeast and
Mid-Atlantic States where it operates. The Company is achieving significant
growth by implementing an active acquisition strategy. At March 31, 1999, the
Company owned one landfill in Vermont and three landfills in Central
Pennsylvania. In addition, the Company has contracted with the Town of South
Hadley, Massachusetts to operate that Town's landfill. See the table below
detailing the "Estimated Total Remaining Permitted Capacity" and the "Capacity
in Permitting Process" for each landfill. The Company also owns four operating
transfer stations and has acquired another that is permitted and is under
construction. At March 31, 1999, the Company's collection operations serve a
total of approximately 70,000 commercial, industrial, residential and municipal
customers in the Central Pennsylvania, Vermont, Upstate New york and Central
Massachusetts markets.
The following table provides certain information regarding the landfills
that the Company owns or operates. All information is provided as of March 31,
1999.
Remaining Estimated Permitted Capacity
<TABLE>
<S> <C> <C> <C>
Estimated Capacity in
Total Remaining Permitting
Permitted Capacity Process
Landfill Location (Cubic Yards) (Cubic Yards)(1)
Mostoller Somerset, PA 14,200,000 -
Sandy Run Hopewell, PA 2,835,000 -
Moretown Moretown, VT 1,425,000 -
Community Refuse Service, Inc. Cumberland, PA 5,600,000
South Hadley(2) South Hadley, MA - 2,000,000
</TABLE>
- -------------
(1) Represents capacity for which the Company has begun the permitting
process. Does not include additional available capacity at the site
for which permits have not yet been sought.
(2) The South Hadley Landfill will be operated pursuant to an operating
agreement expiring in 2015.
The Company focuses on the operation of an integrated non-hazardous
solid waste management business, including the ownership and operation of
landfills, solid waste collection services and transfer stations. The Company's
objective is to expand the current geographic scope of its operations primarily
within the Northeast and Mid-Atlantic regions of the United States, and to
become one of the leading providers of non-hazardous solid waste management
services in each local market that it serves. The key elements of the Company's
strategy for achieving its objective are: (i) to acquire and integrate solid
waste disposal capacity, transfer stations and collection operations in its
targeted new markets, (ii) to generate internal growth through increased sales
penetration and the marketing of additional services to existing customers and
(iii) to enhance profitability by increasing operating efficiency.
Expansion Through Acquisitions. During the three months ended March 31,
1999, the Company acquired three collection companies and a landfill in Central
Pennsylvania, one collection company in Central Massachusetts and one collection
company in Upstate New York. During 1998, the Company completed 34 acquisitions
within its 4 current operating regions. The Company intends to continue to
expand by acquiring solid waste disposal capacity and collection companies in
new and existing markets. In considering new markets, the Company evaluates
opportunities to acquire or otherwise control sufficient landfills, transfer
stations and collection operations which would enable it to generate an
integrated waste stream and achieve the disposal economies of scale necessary to
meet its market share and financial objectives. The Company has established
criteria, which enable it to evaluate the prospective acquisition opportunity
and the target market. Historically, the Company has entered new markets, which
are adjacent to its existing markets; however, the Company is considering new
markets in non-contiguous geographic areas, which meet its criteria.
The following table sets forth the acquisitions completed by the
Company through May 10, 1999:
<TABLE>
<S> <C> <C> <C>
Acquisition Month Acquired Principal Business Location
Central Pennsylvania Region
Pro-Disposal April 1999 Collection Bellwood, PA
Cumberland Waste Service, Inc March 1999 Collection Cumberland, PA
Community Refuse Service, Inc March 1999 Landfill Cumberland, PA
Koontz Disposal January 1999 Collection Boswell, PA
Jim's Hauling, Inc. January 1999 Collection Duncansville, PA
Mostoller Landfill, Inc. August 1998 Landfill Somerset, PA
Worthy's Refuse Service August 1998 Collection McVey Town, PA
Sandy Run Landfill July 1998 Landfill Hopewell, PA
Patterson's Hauling May 1998 Collection Altoona, PA
Pleasant Valley Hauling May 1998 Collection Altoona, PA
McCardle Refuse Company May 1998 Collection Burham, PA
Horvath Sanitation, Inc./
Eagle Recycling, Inc. May 1998 Collection Altoona, PA
Vermont Region
B. B. &B. Trucking April 1999 Collection Burlington, VT
Grady Majors Rubbish Removal September 1998 Collection St. Albans, VT
Cota Sanitation June 1998 Collection Newport, VT
Vincent Moss June 1998 Collection Newport, VT
Austin Rubbish Removal June 1998 Collection Newport, VT
Surprenant Rubbish, Inc. June 1998 Collection Newport, VT
Fortin's Trucking of Williston May 1998 Collection Williston, VT
John Leo & Sons, Ltd. March 1998 Collection Burlington, VT
Rapid Rubbish Removal, Inc. February 1998 Collection/Transfer Station St. Johnsbury, VT
Greenia Trucking February 1998 Collection St. Albans, VT
Doyle Disposal January 1998 Collection Barre, VT
Perkins Disposal January 1998 Collection St. Johnsbury, VT
CSWD Transfer Station* October 1997 Transfer Station Williston, VT
The Hartigan Company January 1997 Collection Stowe, VT
Waitsfield Transfer Station November 1995 Transfer Station Waitsfield, VT
Moretown Landfill July 1995 Landfill Moretown, VT
Upstate New York Region
Tri-Valley Sanitation, Inc. April 1999 Collection Whitesboro, NY
Santaro Trucking Co., Inc. January 1999 Collection Syracuse, NY
Richard A. Bristol, Sr. November 1998 Collection Rome, NY
Bristol Trash and Recycling II November 1998 Collection Rome, NY
Shepard Disposal Service October 1998 Collection Oneida, NY
Emmons Trash Removal October 1998 Collection Sherill, NY
Wayne Wehrle September 1998 Collection Clinton, NY
Phillip Trucking September 1998 Collection Wampsville, NY
Mary Lou Mauzy September 1998 Collection Cazenovia, NY
Costello's Trash Removal September 1998 Collection Cazenovia, NY
Bliss Rubbish Removal, Inc. September 1998 Collection/Transfer Station Camden, NY
Besig & Sons September 1998 Collection Westmoreland, NY
Larry Baker Disposal, Inc. September 1998 Collection Oneida, NY
Central Massachusetts Region
Troiano Trucking, Inc. March 1999 Collection Worcester, MA
Steve Provost Rubbish Removal December 1998 Collection Rochdale, MA
Sunrise Trucking December 1998 Collection Spencer, MA
Trashworks November 1998 Collection Worcester, MA
Mattei-Flynn Trucking, Inc. August 1998 Collection Auburn, MA
Mass Wood Recycling, Inc. July 1998 Transfer Station Oxford, MA
</TABLE>
Internalization of Waste
Throughout 1998 and during the three months ended March 31, 1999, the
Company increased the amount of waste collected by the Company that was
subsequently disposed at Company landfills, and increased the amount of the
waste delivered for disposal at the Company's landfills that was collected by
the Company. During the three months ended March 31, 1999, over 95% of the waste
from the Company's Vermont operations was delivered for disposal at the Moretown
Landfill and approximately 40% of the waste delivered for disposal at the
Moretown Landfill during this period was collected by the Company. In addition,
approximately 59% of the waste from the Company's Central Pennsylvania- Altoona
division operations was delivered for disposal at the Sandy Run Landfill and
approximately 58% of the waste delivered for disposal at the Sandy Run Landfill
during this period was collected by the Company. Since the acquisition of
Community Refuse, Inc., on March 1, 1999, approximately 92% of the waste from
the Company's Central Pennsylvania- Harrisburg division operations was delivered
for disposal at the Community Refuse, Inc. landfill and approximately 16% of the
waste delivered for disposal at the Community Refuse, Inc. landfill during this
period was collected by the Company.
Results of Operations
During the three months ended March 31, 1999, the Company acquired one
landfill, five solid waste collection companies and one transfer station.
Because of the relative significance of the acquired business' operations to the
Company's financial performance, as well as the acquisitions consummated in
1998, the Company does not believe that its historical financial statements are
necessarily indicative of future performance and as a result will affect the
comparability of the financial information included herein.
Revenues:
Revenues represent fees charged to customers for solid waste
collection, transfer, recycling and disposal services provided. Revenues for the
periods presented in the consolidated statements of operations were derived from
the following sources:
Three months ended
March 31,
1999 1998
--------- -------
Collection 85.5% 40.7%
Landfill 10.4 27.8
Transfer 4.1 31.5
--------- ---------
Total Revenue 100.0% 100.0%
========= =========
The increase in the Company's collection revenues as a percentage of
revenues in the three months ended March 31, 1999 compared to the same period in
1998 is due primarily to the impact of the collection companies acquired during
1998 and the first quarter of 1999. During 1998 and three months ended March 31,
1999, the Company acquired 31 and 5 collection companies, respectively. The
decrease in landfill and transfer station revenue as a percentage of revenues in
the three months ended March 31, 1999 compared to the same periods in 1998 is
due primarily to the acquisition of collection companies that had been disposing
of their waste at the Company's transfer stations and landfills.
These acquired revenues are now being recorded as collection revenue.
Revenues increased $7,334,000, or 480%, to $8,862,000 for the three
month period ended March 31, 1999 compared with $1,528,000 for the same period
in 1998. The increase was primarily due to the impact of operations acquired
during 1998 and the first quarter ended March 31, 1999. See Note 2 to the
Consolidated Financial Statements. Revenue from acquisitions totaled
approximately $7,150,000. The balance of the increase is the result of the
internal growth within the Vermont operation, which was the only existing
operation in the first quarter of 1998. The growth in the Vermont operations was
due to increased volume and prices at the landfill and internal growth at the
Company's collection operation.
Operating Expenses:
The following table sets forth, for the periods indicated, certain data
derived from the Company's Consolidated Statement of Operations, expressed as a
percentage of revenues:
Three months ended
March 31,
1999 1998
---- ----
Revenues 100.0% 100.0%
Operating expenses 62.9 56.5
Depreciation and amortization 19.8 24.5
Acquisition integration costs 6.1 20.9
------- -------
Total cost of operations 88.8 101.9
------- -------
Gross profit 11.2 (1.9)
Selling, general and administrative expenses 21.6 43.0
------- -------
Loss from operations (10.4) (44.9)
Royalty and other income (expense), net (1.5) (0.9)
Interest income 1.9 1.8
Interest expense and financing costs (22.6) (28.4)
Non-cash charge for debt conversion (63.0) -
Extraordinary item (2.5) -
------- -------
Net loss (98.1)% (72.4)%
======= =======
Operating expenses increased $4,708,000, or 545%, to $5,571,000 from
$864,000 for the three months ended March 31, 1999, compared with the same
period in 1998. As a percentage of revenues, operating expenses increased from
56.5% in the first quarter of 1998 to 62.9% in the first quarter of 1999.
Operating expenses increased primarily due to the acquisitions. The increase in
operating expenses as a percentage of revenues was primarily due to the change
in revenue mix, with a much larger portion of the revenue coming from collection
operations, which typically experience much higher operating expenses than
landfill operations. The Company internalizes a significant portion of its waste
collected in Vermont and Central Pennsylvania, which significantly reduces costs
of operations as a percentage of revenue. The Company's Upstate New York and
Central Massachusetts operations consist of only collection and transfer station
operations at this time.
Depreciation and amortization expense includes depreciation of property
and equipment over their useful lives using the straight-line method,
amortization of goodwill and other intangible assets over their useful lives
using the straight-line method, and amortization of landfill development costs
using the units-of-production method. Depreciation and amortization expense
increased $1,378,000 or 368% to $1,753,000 for the three months ended March 31,
1999 from $374,000 for the comparable period in 1998. The increase is the result
of increased depreciation costs of the additional assets acquired through
acquisition and increased amortization due to substantial increases in
intangible assets related to acquisitions. Additionally, amortization of
landfill development costs increased as a result of the increase in the amount
of waste accepted at the Company's Vermont landfill and the additions of the
Sandy Run and Community Refuse, Inc. landfills in Central Pennsylvania. As a
percentage of revenues, depreciation and amortization expense decreased to 19.8%
in the first quarter of 1999 from 24.5% in the first quarter of 1998. The
decrease in depreciation and amortization expense as a percentage of revenues is
primarily attributable to higher 1999 revenues.
Acquisition integration costs consist of one-time, non-recurring costs,
which in the opinion of management have no future value and, therefore, are
expensed. Such costs include termination and retention of employees, lease
termination costs, costs related to the integration of information systems and
costs related to the change of name of the acquired company or business. These
charges are estimated and accrued at the time the acquisition is closed. The
estimates are reviewed frequently by Company management and the related
operation teams integrating the new acquisitions and adjusted as required.
Acquisition integration costs totaled approximately $544,400 and $320,000 for
the three months ended March 31, 1999 and 1998, respectively.
Selling, general and administrative expenses consist of corporate
development activities, marketing and public relations costs, administrative
compensation and benefits, legal and accounting and other professional fees as
well as other administrative costs and overhead. Selling, general and
administrative costs increased $1,256,000, or 191%, to $1,914,000 for the three
month period ended March 31, 1999 from $657,000 in the comparable period in
1998. As a percentage of revenue, selling, general and administrative expenses
decreased to 21.6% for the three months ended March 31, 1999 from 43.0% for the
same period in 1998. The dollar increase was due to efforts by the Company to
build an infrastructure to sustain its significant growth through acquisition
and to support the several corporate initiatives designed to implement its
strategy. The Company expects spending growth to continue moderately through
1999 as the Company continues to implement its growth through acquisition
strategy. The decrease as a percentage of revenue was primarily due to the
expanded revenue base and related efficiencies, as the Company is able to
purchase "tuck-in" acquisitions that increase revenues and improve margins
without adding significant administrative costs. The Company anticipates that in
future periods its selling, general and administrative expenses should continue
to decrease as a percentage of revenue as it leverages its current corporate
overhead to revenue growth primarily through acquisitions.
Interest income increased $140,000, or 502% to $168,000 for the three
months ended March 31, 1999, from $28,000 in the comparable period in 1998. The
increase was the result of higher average cash and investment balances due to
the proceeds from the 11.5% Senior Notes that closed on March 2, 1999. See Note
5 to the Consolidated Financial Statements.
Interest expense and financing costs, net of capitalized interest costs
increased $1,572,000, or 362%, to $2,006,000 for the three month period ended
March 31, 1999, from $434,000 for comparable period in 1998. The increase
resulted primarily from increased indebtedness incurred in connection with the
11.5% Senior Notes, the 7% Convertible Subordinated Notes, and other debt. See
Note 5 to the Consolidated Financial Statements. Interest is capitalized on
landfill development costs related to permitting, site preparation, and facility
construction during the period that these assets are undergoing activities
necessary for their intended use. For the three months ended March 31, 1999 and
1998, the Company capitalized $335,692 and $0 of interest costs, respectively.
Royalty and other income (expense) was ($132,000) and ($14,000) for the
three month periods ended March 31, 1999 and 1998, respectively. Royalty and
other income (expense) primarily relates to the Company's medical waste
treatment proprietary technologies. The increase in 1999 was due to travel and
professional fees related to an ongoing patent infringement lawsuit discussed in
Note 15 to the Consolidated Financial Statements in the Company's Annual Report
filed on Form 10-K, for the year ended December 31, 1998.
The net loss for the three months ended March 31, 1999 includes a non-
cash charge of $5,584,000 in connection with the conversion of debt into equity.
See Note 5 to the Consolidated Financial Statements.
EBITDA:
EBITDA is defined as operating income from continuing operations plus
depreciation and amortization, which includes depreciation and amortization
included in selling, general and administrative expenses. EBITDA does not
represent, and should not be considered as an alternative to net income or cash
flow from operating activities, each as determined in accordance with generally
accepted accounting principles ("GAAP"). Moreover, EBITDA does not necessarily
indicate whether cash flow will be sufficient for such items as working capital,
capital expenditures, or to react to changes in the Company's industry or to the
economy in general. The Company believes that EBITDA is a measure commonly used
by lenders and certain investors to evaluate a company's performance in the
solid waste industry. The Company also believes that EBITDA data may help to
understand the Company's performance because such data may reflect the Company's
ability to generate cash flows, which is an indicator of its ability to satisfy
its debt service, capital expenditures and working capital requirements.
However, functional or legal requirements may require the conservation of funds
for uses other than those previously described. Because EBITDA is not calculated
by all companies and analysts in the same fashion, investors should consider,
among other factors: the non-GAAP nature of EBITDA; actual cash flows; the
actual availability of funds for debt service, capital expenditures and working
capital; and the comparability of the Company's EBITDA data to similarly-titled
measures reported by other companies. Adjusted EBITDA consists of EBITDA, as
defined above, excluding non-recurring charges.
The following table sets forth, for the periods indicated, certain data
derived from the Company's Consolidated Statement of Operations, to determine
EBITDA and Adjusted EBITDA:
Three months ended
March 31,
1999 1998
------------ ------------
Loss from operations ($ 919,381) ($ 687,065)
Depreciation and amortization 1,775,970 406,116
------------ ------------
EBITDA 856,589 (280,949)
Acquisition integration costs 544,400 320,000
------------ ------------
Adjusted EBITDA $1,400,989 $ 39,051
============ ============
EBITDA as a % of revenue 9.7% (18.4%)
============ ============
Adjusted EBITDA as a % of revenue 15.8% 2.6%
============ ============
Financial Position
WSI had approximately $36.8 million in cash as of March 31, 1999. This
represents an increase of approximately $36.6 million from December 31, 1998.
The Company had working capital of approximately $34.1 million as of March 31,
1999, an increase of approximately $40.6 million from December 31, 1998. This
increase was primarily due to the remaining proceeds from the Senior Notes.
During the three months ended March 31, 1999, WSI acquired three
collection companies and a landfill in Central Pennsylvania, one collection
company in Central Massachusetts, and one collection company in Upstate New
York. The aggregate cost of the acquisitions was approximately $37.9 million
consisting of $36.0 million in cash and $1.9 million in assumed liabilities. The
acquisitions have combined annual revenues of approximately $12 million.
At March 31, 1999, the Company had approximately $6.2 million in trade
accounts receivables. The Company has estimated an allowance for doubtful
accounts of approximately $126,000, which is considered sufficient to cover
future bad debts.
During the three months ended March 31, 1998, the Company devoted
substantial resources to various corporate development activities. Additions to
property and equipment during the three months ended March 31, 1999 were
approximately $32.5 million, which included assets purchased through acquisition
of approximately $30.3 million.
Liquidity and Capital Resources
The Company's business is capital intensive. The Company's capital
requirements, which are substantial, include acquisitions, property and
equipment purchases and capital expenditures for landfill cell construction,
landfill development and landfill closure activities. Principally due to these
factors, the Company may incur working capital deficits. The Company plans to
meet its capital needs through various financing sources, including internally
generated funds, equity securities and debt. On May 13, 1998, the Company closed
an offering of $60.0 million 7% Convertible Subordinated Notes which resulted in
net proceeds to the Company of approximately $58.3 million. On March 2, 1999,
the Company completed a private offering of 11 1/2% Senior Notes in the
aggregate principal amount of $100 million due January 15, 2006 which resulted
in net proceeds to the Company of approximately $97.3 million. On March 31,
1999, the Company completed an exchange offering whereby approximately
$10,449,000 of the 7% Convertible Subordinated Notes were exchanged into
2,244,109 shares of its common stock. See Footnote 5 for further discussion of
these items. The Company intends to continue its strategy to aggressively pursue
and develop an integrated solid waste management company, primarily through
acquisitions. There can be no assurance that additional debt or equity financing
will be available, or available on terms acceptable to the Company. Any failure
of the Company to obtain required financing would have a material adverse effect
on the Company's financial condition and results of operations.
The Company maintains an acquisitions department that is responsible for
the identification, due diligence, negotiation and closure of acquisitions. The
Company believes that a combination of internally generated funds, additional
debt and equity financing and the remaining proceeds from the Notes will provide
adequate funds to support the Company's cost structure, acquisition strategy and
working capital requirements for the near future.
In connection with its growth strategy, the Company currently is and at
any given time will be involved in potential acquisitions that are in various
stages of exploration and negotiation (ranging from initial discussions to the
execution of letters of intent and the preparation of definitive agreements),
some of which may, if consummated, be material. No assurance can be given,
however, that the Company will be successful in completing further acquisitions
in accordance with its growth strategy, or that such acquisitions, if completed,
will be successful.
The Company generated net cash from operating activities for the three
months ended March 31, 1999 of $1,735,000. During the same period in 1998, the
Company used ($1,020,000) for operating activities. The improved cash flow from
operations in 1999 was due primarily to the increased revenues which were offset
by related increases in cost of operations, acquisition integration costs and
selling, general and administrative expenses. The remainder of the cash flow
increase was due to changes in the operating assets and liabilities including
increases in accounts payable, accrued expenses and deferred revenue. These were
offset by an increase in accounts receivable.
EBITDA increased by $1,138,000 during the first quarter of 1999 to
$857,000 from negative EBITDA of ($281,000) during the same period in 1998. As a
percentage of revenue, EBITDA increased to 9.7% during the first quarter of 1999
from (18.4%) in the first quarter of 1998. Adjusted EBITDA increased by
$1,362,000 during the first quarter of 1999 to $1,401,000 from $39,000 during
the same period in 1998. As a percentage of revenue, Adjusted EBITDA increased
to 15.8% during the first quarter of 1999 from 2.6% in the first quarter of
1998.
Net cash used by investing activities during the first three months of
1999 was $39,071,000 compared to $7,280,000 in the same period in 1998. Of the
net cash used by investing activities in 1999, approximately $36.0 million was
used for the acquisition of landfill, collection and transfer operations. See
Footnote 2. Additional capital expenditures of approximately $2.2 million were
made to increase operating efficiencies at the Company's existing operations.
Other investing activity included the acquisition of various long-term permits
necessary to operate the landfills and for long-term prepaid disposal costs.
The Company's capital expenditures and capital needs for acquisitions
have increased significantly, reflecting the Company's rapid growth by
acquisition and development of revenue producing assets, and will increase
further as the Company continues to complete acquisitions. Total capital
expenditures are expected to further increase during 1999 due to acquisitions,
ongoing construction of Cell 2 at the Moretown Landfill, the development and
construction of the Mostoller and South Hadley Landfills, and construction of a
transfer station in Central Massachusetts.
Net cash provided by financing activities during the first three months
of 1999 was approximately $74.0 million. The primary source of cash was due to
the proceeds of approximately $97.3 million, net of expenses, from the $100
million Senior Notes offering. The proceeds were offset by repayment of existing
debt of approximately $20.6. In addition, the Company repurchased 497,778 shares
of its common stock from the FDIC for approximately $2.8 million.
The Company had a $10 million line of credit facility with The BankNorth
Group, N.A. which was fully drawn as of December 31. The entire balance was
repaid on March 2, 1999 with the proceeds from the Senior Notes and the credit
facility was closed. The Company is currently negotiating a new expanded
facility with The BankNorth Group, N.A. which it expects to close in the second
quarter of 1999.
At March 31, 1999, the Company had approximately $152.1 million of
long-term debt.
Seasonality. The Company's revenues and results of operations tend to
vary seasonally. The winter months of the fourth and first quarters of the
calendar year tend to yield lower revenues than those experienced in the warmer
months of the second and third quarters. The primary reasons for lower revenues
in the winter months include, without limitation: (i) harsh winter weather
conditions which can interfere with collection and transportation, (ii) the
construction and demolition activities which generate waste are primarily
performed in the warmer seasons and (iii) the volume of waste in the region is
generally lower than that which occurs in warmer months. The Company believes
that the seasonality of the revenue stream will not have a material adverse
effect on the Company's business, financial condition and results of operations
on an annualized basis.
The Company does not believe its operations have been materially
affected by inflation.
Based upon its current operating plan, the Company believes that its
cash and cash equivalents, available borrowings, future cash flow from
operations and the proceeds of future debt and equity financings will satisfy
the Company's working capital needs for the near future. However, there can be
no assurances in this regard.
Certain Factors Affecting Future Operating Results
The following factors, as well as others mentioned in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998, could cause
actual results to differ materially from those indicated by forward-looking
statements made in this Quarterly Report on Form 10-Q: History of Losses,
Substantial Increased Leverage, Ability to Identify, Acquire and Integrate
Acquisition Targets, Ability to Manage Growth, Limitations on Landfill
Permitting and Expansion, Dependence on Management, Competition, Geographic
Concentration of Operations, Seasonality, Environmental and Government
Regulations, Potential Environmental Liability and Adverse Effect of
Environmental Regulation, Potential Adverse Community Relations. Performance or
Surety Bonds and Letters of Credit, Environmental Impairment Liability
Insurance, Adequacy of Accruals for Closure and Post-Closure Costs and Capital
Expenditures.
Since December 31, 1998, the Company incurred additional indebtedness
through the $100 million Senior Notes offering, which creates a more highly
leveraged capital structure of the Company. While the Company does not have to
pay any principal on the Senior Notes until 2006, the Company will incur
substantial increased interest expense. In addition, based on the terms of the
Senior Notes, the interest rate on the Senior Notes will be increased if the
Company does not achieve certain levels of consolidated stockholders' equity.
Accordingly, the Company may decide to issue substantial additional shares of
its common stock, in order to increase its stockholders' equity.
Year 2000 Compliance
The statements in the following section include the "Year 2000
readiness disclosure" within the meaning of the Year 2000 Information and
Readiness Disclosure Act. Please refer to the information located at the
beginning of this Item 2 regarding forward-looking statements contained in this
section.
The Company is assessing the readiness of its systems for handling the
Year 2000. Although the assessment is still underway, management currently
believes that all material systems will be compliant by Year 2000 and that the
costs associated with this will not be material. The Company has incurred only
minimal costs to date associated with the Year 2000 issue.
The Company is in the process of identifying key third-party vendors to
understand their ability to continue providing services through Year 2000. The
Company uses well-regarded nationally known software vendors for both its
general accounting applications and industry-specific customer information and
billing systems. The Company is implementing a new general accounting package
which the Company believes will be fully Year 2000 compatible, and the Company
believes that the provider of the solid waste industry customer information and
billing system is Year 2000 compatible. The Company's banking arrangements are
with national banking institutions, which are taking all necessary steps to
insure its customers' uninterrupted service throughout applicable Year 2000
timeframes. The Company's payroll is performed out-of-house by the largest
provider of third party payroll services in the country, which has made a
commitment of uninterrupted service to their customers throughout applicable
Year 2000 timeframes.
While the Company currently expects that the Year 2000 issue will not
cause significant operational problems, delays in the implementation of new
information systems, or failure to fully identify all Year 2000 dependencies in
the Company's systems and in the systems of suppliers and financial institutions
could have material adverse consequences. Therefore, the Company is developing
contingency plans for continuous operations in the event such problems arise.
<PAGE>
PART II
Item 1. Legal Proceedings
The Company is party to pending legal proceedings and claims. Although
the outcome of such proceedings and claims cannot be determined with certainty,
the Company's management, after consultation with outside legal counsel, is of
the opinion that the expected final outcome should not have a material adverse
effect on the Company's financial position, results of operations or liquidity.
Item 2. Changes in Securities
On March 2, 1999, the Company completed a private placement of $100.0
million consisting of 10,000 units, each consisting of $10,000 principal amount
of 11 1/2% senior notes due 2006 and warrants to purchase 150 shares of common
stock of the Company, par value $.01 per share at an exercise price of $6.25 per
share. The net proceeds to the Company, after deducting the discount to the
initial purchaser and related issuance costs, was approximately $97.3 million.
The proceeds were primarily used to repay existing debt. Any remaining proceeds
will be used for general corporate purposes, including possible future
acquisitions.
On March 31, 1999, the Company exchanged 2,244,109 shares of the
Company's Common Stock for $10,449,000 of its 7% Subordinated Notes. The Company
incurred a non-cash charge of $5,583,717 in connection with this conversion of
debt into equity.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(A) 1. Financial Statements
The financial statements are listed under Part I, Item 1 of this
Report.
2. Financial Statement Schedules
None.
3. Exhibits
None.
(B) Reports on Form 8-K
During the quarter covered by this report, the Company filed two
Current Reports on Form 8-K dated March 12, 1999 and March 25, 1999.
The first current report, dated March 12, 1999 announced that on March
2, 1999, the Company completed a private placement of $100.0 million consisting
of 10,000 units, each consisting of $10,000 principal amount of 11 1/2% senior
notes due 2006 and warrants to purchase 150 shares of common stock of the
Registrant, par value $.01 at an exercise price of $6.25 per share. The net
proceeds to the Company, after deducting the discount to the initial purchaser
and related issuance costs, was approximately $97.3 million.
The second current report, dated March 25, 1999 announced that on March
11, 1999, the Company acquired the stock of Community Refuse Service, Inc, and
the assets of Cumberland Waste Services, Inc. based in Central, Pennsylvania
pursuant to the terms of Stock and Asset Purchase Agreements.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
WASTE SYSTEMS INTERNATIONAL, INC.
Date: May 14, 1999 By: /s/ Philip Strauss
------------ -------------------------------
Philip Strauss
Chairman, Chief Executive Officer
and President
(Principal Executive Officer)
Date: May 14, 1999 By: /s/ Robert Rivkin
------------ -------------------------------
Robert Rivkin
Executive Vice President - Acquisitions,
Chief Financial Officer, Secretary,
Treasurer and Director
(Principal Financial and Accounting Officer)
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