UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-20868
UNITED WASTE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3532338
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Four Greenwich Office Park, Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 622-3131
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.
X Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of
common stock as of August 5, 1997:
Common Stock, $.001 par value 45,622,410 shares
UNITED WASTE SYSTEMS, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1 Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30,
1997 and December 31, 1996 (unaudited) . . . . . . . .3
Condensed Consolidated Statements of Operations for
the Six and Three Months Ended June 30, 1997 and 1996
(unaudited). . . . . . . . . . . . . . . . . . . . . .5
Condensed Consolidated Statement of Stockholders'
Equity for the Six Months Ended June 30, 1997
(unaudited). . . . . . . . . . . . . . . . . . . . . .7
Condensed Consolidated Statements of Cash Flows for
the Six Months Ended June 30, 1997 and 1996
(unaudited). . . . . . . . . . . . . . . . . . . . . .9
Notes to Unaudited Condensed Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . . 12
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . 19
PART II OTHER INFORMATION
Item 1 Legal Proceedings. . . . . . . . . . . . . . . . . . 31
Item 2 Changes in Securities. . . . . . . . . . . . . . . . 31
Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . . 32
Signatures . . . . . . . . . . . . . . . . . . . . . 33
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30 December 31
1997 1996
Current assets:
Cash and cash equivalents $ 25,823,244 $ 2,567,854
Accounts receivable, net of
allowance for doubtful accounts
of $4,898,000 in 1997 and
$3,076,000 in 1996 68,824,043 54,963,664
Prepaid expenses and other current
assets 29,170,740 29,989,310
Total current assets 123,818,027 87,520,828
Property and equipment, net
of accumulated depreciation of
$136,429,000 in 1997 and
$94,407,000 in 1996 438,171,464 387,980,224
Intangible assets, net 338,309,380 286,851,677
Other assets 40,968,086 38,688,965
$ 941,266,957 $ 801,041,694
Current liabilities:
Current portion of long-term debt
and nonrecourse bonds $ 6,561,743 $ 5,064,413
Accounts payable 25,448,174 23,923,298
Deferred revenue 13,958,658 12,189,998
Due to seller 5,087,733 4,258,016
Short-term accrued landfill costs 4,745,575 4,648,923
Current portion of capital lease
obligations 476,676 846,528
Accrued expenses 24,997,006 15,572,292
Other current liabilities 13,892,939 9,196,178
Total current liabilities 95,168,504 75,699,646
Long-term debt, less current portion 265,252,535 302,704,119
Obligations under capital leases, less
current portion 141,197 373,296
The accompanying notes are an integral part of these condensed
consolidated financial statements.
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - con't
(UNAUDITED)
June 30 December 31
1997 1996
Nonrecourse sewage facility revenue bonds,
less current portion 8,500,000 8,900,000
Accrued landfill costs 48,259,951 44,878,800
Other long-term liabilities 14,525,536 13,137,811
Deferred income taxes 39,326,427 36,634,609
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value,
75,000,000 in 1997 and 1996 shares
authorized; 44,569,287 in 1997 and
39,089,553 in 1996 shares issued
and outstanding 44,569 39,090
Additional paid-in capital 374,084,722 248,973,700
Retained earnings 95,963,516 69,700,623
Total stockholders' equity 470,092,807 318,713,413
$ 941,266,957 $801,041,694
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<TABLE>
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Six Months Ended Three Months Ended
June 30 June 30
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues $ 216,619,407 $151,838,019 $121,039,879 $82,257,521
Cost of operations 136,199,914 96,479,784 74,337,620 51,025,442
Selling, general
and administrative
expense 33,295,326 24,778,093 18,093,586 13,368,408
Income from
operations 47,124,167 30,580,142 28,608,673 17,863,671
Interest expense 7,898,849 7,206,432 3,758,322 3,797,745
Other expense
(income), net (1,584,695) 1,767,682 (922,961) 1,906,916
Income before provision
for income taxes 40,810,013 21,606,028 25,773,312 12,159,010
Provision for income
taxes 16,961,046 8,739,293 10,759,207 5,069,859
Net income $ 23,848,967 $12,866,735 $ 15,014,105 $ 7,089,151
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<TABLE>
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - con't
(UNAUDITED)
<CAPTION>
Six Months Ended Three Months Ended
June 30 June 30
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Primary earnings per
common share and
common equivalent
share $ .54 $ .33 $ .33 $ .18
Fully diluted
earnings per
common share and
common equivalent
share $ .53 $ .32
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<TABLE>
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<CAPTION>
Common Stock
Number Additional
of Paid-in Retained
Shares Amount Capital Earnings
<S> <C> <C> <C> <C>
Balance,
December 31, 1996 39,089,553 $39,090 $248,973,700 $69,700,623
Pooling-of-interests 1,752,549 1,752 388,314 527,359
Exercise of common
stock warrants
and options 164,150 164 3,995,630
Issuance of
common stock 3,563,035 3,563 122,461,987
Pro forma tax
adjustment 319,803
Subchapter S
distributions of
pooled entities (168,145)
Reclassification of
Subchapter S accumulated
earnings to paid-in
capital (1,734,909) 1,734,909
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<TABLE>
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - con't
(UNAUDITED)
<CAPTION>
Common Stock
Number Additional
of Paid-in Retained
Shares Amount Capital Earnings
<S> <C> <C> <C> <C>
Net income 23,848,967
Balance,
June 30, 1997 44,569,287 $ 44,569 $374,084,722 $95,963,516
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30
1997 1996
Cash flows from operating activities:
Net income $ 23,848,967 $ 12,866,735
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 23,380,878 17,744,758
Deferred income taxes 5,134,491 2,077,749
Gain on sale of assets (647,564) (126,445)
Pro forma tax adjustment 319,803 (133,034)
Changes in operating assets and
liabilities:
Accounts receivable (8,660,503) (3,891,052)
Other assets 2,401,049 (1,039,894)
Accounts payable 1,076,250 (141,944)
Accrued landfill costs (1,566,614) 4,811
Other liabilities 5,228,200 7,999,962
Net cash provided by operating
activities 50,514,957 35,361,646
Cash flows from investing activities:
Purchases of property and equipment (26,263,896) (21,204,295)
Proceeds from sale of assets 1,372,028 120,941
Restricted investments, net (held to
maturity) 907,196 1,501,540
Payments of contingent purchase price (1,548,291) (2,009,671)
Payments of capitalized project costs (1,797,498) (655,519)
Purchases of other companies,
net of cash acquired (73,943,865) (63,354,449)
Net cash used in investing activities (101,274,326) (85,601,453)
Cash flows from financing activities:
Due to sellers (231,836) (5,201,439)
Proceeds from debt 17,300,000 182,772,812
The accompanying notes are an integral part of these condensed
consolidated financial statements.
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - con't
(UNAUDITED)
Six Months Ended
June 30
1997 1996
Repayments of debt (65,222,174) (79,053,858)
Repayments of capital lease
obligations (601,951) (1,550,971)
Payments of financing costs (4,737,000)
Proceeds from exercise of common
stock warrants and options 3,995,794 15,302,757
Net proceeds from issuance
of common stock 118,943,071
Subchapter S distributions
of pooled entities (168,145) (1,704,621)
Net cash from financing activities 74,014,759 105,827,680
Increase in cash and
cash equivalents 23,255,390 55,587,873
Cash and cash equivalents at
beginning of period 2,567,854 6,721,849
Cash and cash equivalents at
end of period $ 25,823,244 $ 62,309,722
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest,
net of amounts capitalized $ 7,439,086 $ 6,031,573
Net cash (received) paid during the
period for income taxes $ (1,345,230) $ 3,259,570
The accompanying notes are an integral part of these condensed
consolidated financial statements.
UNITED WASTE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - con't
(UNAUDITED)
Six Months Ended
June 30
1997 1996
Supplemental schedule of noncash investing
and financing activities:
The Company acquired the net assets
and assumed certain liabilities of
other companies as follows:
Fair value of net assets acquired:
Property and equipment $ 26,270,128 30,318,792
Other assets, net of cash acquired 65,634,145 50,378,809
Less liabilities assumed (10,249,845) (12,902,755)
Less amounts due to seller (3,561,553) (3,170,578)
Less amounts paid in common stock (3,522,479) (1,144,983)
Less deposits and capitalized project
costs paid in prior periods (626,531) (124,836)
Net cash paid $ 73,943,865 $ 63,354,449
The accompanying notes are an integral part of these condensed
consolidated financial statements.
UNITED WASTE SYSTEMS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997 and 1996
Note 1 - Basis of presentation
The Condensed Consolidated Financial Statements of United Waste
Systems, Inc. and its subsidiaries (the "Company") included
herein are unaudited and, 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. Interim financial
statements do not require all disclosures normally presented in
year-end financial statements, and, accordingly, certain
disclosures have been omitted. The Condensed Consolidated
Financial Statements included herein should be read in conjunction
with the Company's Consolidated Financial Statements and related
Notes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
The Company's Condensed Consolidated Statements of Operations and
Statement of Cash Flows for 1996 have been restated to include the accounts of
certain acquisitions completed in 1996, that were accounted for as
pooling-of-interests. See Note 2.
The Company entered into an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of April 13, 1997 with USA Waste
Services, Inc. ("USA Waste") a Delaware corporation, and Riviera
Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of USA Waste ("Sub"). Subject to the terms and
conditions of the Merger Agreement, the Sub will merge with and
into the Company (the "Merger"), and each share of common stock of
the Company will be converted into 1.075 shares of common stock of
USA Waste. The Merger is conditioned upon, among other things,
approval by shareholders of the Company and USA Waste, and
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per Share ("SFAS 128"), which is
required to be adopted on December 31, 1997. At that time, the
Company will be required to change the method currently used to
compute earnings per share and to restate all prior periods. Under
the new requirements for calculating earnings per share, basic
earnings per share will exclude the dilutive effect of the
Company's stock options and warrants. Implementation of SFAS 128
is expected to result in basic earnings per share for the six
months ended June 30, 1997 and 1996 of $.57 and $.35,
respectively, and diluted earnings per share for such periods of
$.53 and $.33, respectively, and basic earnings per share for the
three months ended June 30, 1997 and 1996 of $.35 and $.19,
respectively, and diluted earnings per share for such periods of
$.32 and $.18, respectively.
In October 1996, the Accounting Standards Executive Committee
of the American Institute of Certified Public Accountants issued
Statement of Position No. 96-1 ("SOP 96-1"), Environmental
Remediation Liabilities. SOP 96-1 provides authoritative guidance
on the recognition, measurement, display and disclosure of
environmental remediation liabilities. SOP 96-1 also contains a
discussion of major federal legislation relating to environmental
remediation and pollution prevention and control. The adoption of
SOP 96-1 did not have a material effect on the Company's financial
position and results of operations.
Note 2 - Acquisitions
The table below provides a summary description of completed
acquisitions (not including acquisitions described below that were
accounted for as pooling-of-interests) during the six months ended
June 30, 1997:
Type of Operation Number Acquired
Landfill 2(1)
Collection companies 37(2)
Transfer stations 7(3)
(1) The landfills are located in Illinois and Nebraska.
(2) The collection companies (including 26 tuck-in acquisitions)
are located in Arizona, California, Illinois, Iowa, Kentucky,
Maine, Massachusetts, Minnesota, New Mexico, North Dakota,
Pennsylvania, Rhode Island, Vermont, and Wisconsin.
(3) The transfer stations are located in California, Kentucky,
Minnesota and Wisconsin.
The above acquisitions have been accounted for as purchases
and, accordingly, the results of their operations have been
included in the Company's Condensed Consolidated Financial
Statements from their respective acquisition dates.
The following table summarizes, on an unaudited pro forma
basis, the combined results of operations of the Company for the
six months ended June 30, 1997 and 1996 as though (i) the
acquisitions summarized above (excluding certain thereof that were
not material individually or in the aggregate) which were
consummated in the six months ended June 30, 1997, were made on
January 1, 1997, in the case of the results for the six months
ended June 30, 1997, and (ii) each acquisition which was
consummated during the period of January 1, 1996 to June 30, 1997
as described above and in Note 3 to the Notes to Consolidated
Financial Statements included in the Company's 1996 Annual Report
on Form 10-K (excluding certain thereof that were not material
individually or in the aggregate), was made on January 1, 1996, in
the case of the results for the six months ended June 30, 1996.
Six Months Ended
June 30
1997 1996
Revenues $ 226,188,143 $ 184,393,110
Net income 23,992,604 14,152,411
Primary earnings
per common share and common
equivalent share .54 .36
Fully diluted earnings
per common share and common
equivalent share .53 .36
The unaudited pro forma results are based upon certain
assumptions and estimates which are subject to change. These
results are not necessarily indicative of the actual results of
operations that might have occurred, nor are they necessarily
indicative of expected results in the future.
During April, May and June 1997, the Company issued 1,368,077
shares of its common stock for the acquisition of six solid waste
management companies. These transactions were accounted for as
pooling-of-interests; however these acquisitions were not material
to the Company's consolidated operations and financial position
and, therefore, the first quarter of 1997 and the 1996 Condensed
Consolidated Financial Statements have not been restated.
During February and March 1997, the Company issued 384,472
shares of its Common Stock for the acquisitions of five solid waste
management companies. These transactions were accounted for as
pooling-of-interests; however, these acquisitions were not material
to the Company's consolidated operations and financial position
and, therefore, the 1996 Condensed Consolidated Financial
Statements have not been restated.
On June 28, 1996, the Company issued 730,765 shares of its
Common Stock for all of the outstanding shares of common stock of
Salinas Disposal Service, Inc., Rural Dispos-All Service, Inc. and
Madison Lane Properties, Inc. (the "Salinas Companies"), a group of
affiliated companies that comprise an integrated solid waste
management company. This transaction has been accounted for as a
pooling-of-interests and, accordingly, the Condensed Consolidated
Financial Statements have been restated for the three months ended
March 31, 1996 to include the accounts of the Salinas Companies.
During September 1996, the Company issued 579,857 shares of
its Common Stock for the acquisition of three solid waste
management companies (the "Pooled Companies"). These transactions
were accounted for as pooling-of-interests and, accordingly, the
Condensed Consolidated Financial Statements have been restated for
the three and six months ended June 30, 1996 to include the
accounts of the Pooled Companies.
During December 1996, the Company issued 178,701 shares of its
Common Stock for the acquisition of two solid waste management
companies. These transactions were accounted for as pooling-of-interests;
however, these acquisitions were not material to the
Company's consolidated operations and financial position and,
therefore, the 1996 Condensed Consolidated Financial Statements
have not been restated.
Note 3 - Contingencies
While the Company carries a wide range of insurance coverage
for the protection of the Company's assets and operations, the
Company does not carry insurance coverage for environmental
liability, except as described in the following sentence. The
Company's insurance coverage for environmental liability is limited
to (i) contractor pollution liability insurance that relates to
certain environmental services provided by the Company and (ii)
certain other pollution liability insurance which is the equivalent
to self-insurance because under the terms thereof the Company is
required to fully reimburse the insurance company for any paid
claims. In the event uninsured losses occur, the Company's net
income and financial position could be materially adversely
affected.
On May 26, 1995, the Company sued Robert Foley and Matthew
Parzych in the United States District Court for the District of
Connecticut, Case No. 3:95-CV-985. The defendants sold stock in
certain Massachusetts corporations to the Company under an
agreement dated April 1, 1992 (the "1992 agreement"). In the suit
the Company seeks approximately $1,115,000 in cash and securities
from an escrow account and additional amounts from defendants by
reason of indemnity provisions contained in the 1992 agreement and
confirmed in an agreement dated January 28, 1994 (the "1994
agreement"). The defendants have counterclaimed against the
Company and its chief executive officer, seeking to invalidate the
1994 agreement primarily for alleged lack of consideration and
economic duress, and to receive alleged damages and costs. The
counterclaims for damages are primarily for alleged
misrepresentations by the Company in connection with the 1992
agreement, and were asserted by defendants notwithstanding
provisions in the 1994 agreement which generally released the
Company from all claims. The Company moved to summarily dismiss
the counterclaims. On March 31, 1997, the Court granted the
Company's motion in part and denied it in part. The Company
intends vigorously to pursue its claims in this action and to
defend against the remaining counterclaims. In the opinion of
management, this claim should not materially affect the financial
position or operating results of the Company.
In June 1996, Dale Lynch, Dennis Lynch and D.L. Lynch sued the
Company, its chief executive officer and a subsidiary of the
Company in the Circuit Court of Whitley County, Kentucky (Index No.
96 CI 00355). The subsidiary purchased the Tri-County landfill
from the plaintiffs in 1991. The suit primarily seeks compensatory
and punitive damages for alleged breach of contract and for
allegedly fraudulent representations in connection with this
purchase. The Company has filed a counterclaim for breach of
warranties and fraud. The Company has also sought indemnification
for breach of warranties. In January 1997, the plaintiffs filed an
amended complaint, which seeks relief similar to that of their
original complaint. The Company filed a Motion to Dismiss seven of
the eight counts in the complaint, including the fraud count. The
Company has served discovery requests and deposition notices on
plaintiffs and intends to vigorously defend against plaintiffs'
claims and prosecute its counterclaim. In the opinion of
management, this suit should not materially affect the financial
position or operating results of the Company.
In July 1996 the Company filed suit against H.A.M. Sanitary
Landfill, Inc. and its shareholders. The suit is now pending in
the Circuit Court for Monroe County, West Virginia, Civil Action
No. 96-C-51. The Company, among other things, seeks to recover
$1.8 million in advances which the Company made in connection with
an agreement, since terminated, to purchase the H.A.M. Sanitary
Landfill in West Virginia from the defendants, and to recover
certain machinery and equipment with an aggregate replacement value
of approximately $150,000. The defendants in September 1996 filed
a counterclaim against the Company and a subsidiary which seeks
compensatory and punitive damages for claims of alleged breach of
contract, breach of fiduciary duty under an alleged joint venture,
unjust enrichment and fraud. The Company will vigorously prosecute
its claim and defend against the counterclaim. In the opinion of
management, the counterclaim should not materially affect the
financial position or operating results of the Company.
On April 17, 1997, a purported class action on behalf of the
public shareholders of the Company entitled Schipper v. United
Waste et al., Civil Action No. 15664-NC, was filed in the Court of
Chancery of the State of Delaware against the Company and each of
the members of the Company's Board of Directors asserting, among
other things, that defendants breached their fiduciary duties to
stockholders of the Company in negotiating the Merger Agreement and
in engaging in certain related alleged acts and omissions. The
complaint seeks, among other things, injunctive and other equitable
relief against consummation of the Merger, and damages and costs in
an unspecified amount. The Company believes the claim is without
merit.
On June 25, 1997, Richard and Martin Zielinski (the
"Claimants") filed a demand for arbitration against Connecticut
Valley Sanitary Waste Disposal, Inc. ("CVSWD"), a subsidiary of
United Waste. The Claimants seek approximately $8,600,000, plus
treble damages, based on CVSWD's alleged breaches of obligations
under a lease and Massachusetts law in relation to the operation of
CVSWD's Chicopee, Massachusetts landfill. CVWSD disagrees with
Claimants' contentions and intends to vigorously defend against
this claim. CVSWD will be filing a counter-demand for arbitration,
based on the Claimants' breaches of the lease and Massachusetts
law. It is too early to predict the outcome of the arbitration.
The Company accrues the costs for closure and post-closure
monitoring over the life of its owned landfills and will pay out
these costs over the next thirty years. Major components of these
costs include closure cap construction, leachate treatment and
groundwater monitoring. The Company accrues these costs utilizing
engineering estimates based on current governmental regulations
regarding closure requirements. The Company estimates that the
aggregate liability for the closure, post-closure and remediation
costs of its landfills owned at June 30, 1997 will be approximately
$71.8 million. At June 30, 1997, the Company has approximately
$53.0 million of these costs accrued and, therefore, has accrued
approximately 73.8% of its estimated total costs to date.
The Company monitors the availability of airspace at each of
its landfills and the need to obtain permit modifications for
approvals for expansion in order to continue operating these
landfills. In order to develop and operate a landfill, a
composting facility or transfer station, or other solid waste
management facility, the Company typically must go through several
governmental review processes and obtain one or more permits and
often zoning or other land use approvals. Once obtained, operating
permits generally must be periodically renewed and are subject to
modification and revocation by the issuing agency. There can be no
assurance that the Company will succeed in obtaining these permits,
permit modifications or approvals.
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion reviews the Company's operations for
the six and three months ended June 30, 1997 and 1996 and should be
read in conjunction with the unaudited Condensed Consolidated
Financial Statements and related Notes thereto of the Company
included herein and the Consolidated Financial Statements and
related Notes thereto included in the Company's 1996 Annual Report
on Form 10-K.
The following discussion includes statements that are forward-looking
in nature. These statements are generally identified by
the inclusion of phrases such as "the Company expects," "the
Company anticipates," "the Company believes," "the Company
estimates" and other phrases of similar meaning. Whether such
statements ultimately prove to be accurate depends upon a variety
of factors that may affect the business and operations of the
Company. Certain of these factors are discussed under the caption
Item 1 - "Business-Factors that May Influence Future Results and
Accuracy of Forward-Looking Statements" included in the Company's
1996 Annual Report on Form 10-K. The information in such Annual
Report under such caption is incorporated by reference herein.
Introduction
The Company was formed in July 1989 to acquire and operate
businesses in the nonhazardous solid waste services industry and
since its formation through June 30, 1997, has completed over 200
acquisitions, including 79 completed during 1996 and 48 in the
first six months of 1997. The focus of the Company's acquisition
program at present is to capitalize on opportunities around its
existing operating regions that will create synergies and
efficiencies, as well as to selectively enter several new regions
annually. The Company may also selectively consider acquisitions
or consolidation opportunities involving other public companies or
large privately-held companies.
The acquisitions completed by the Company during 1996 and the
first six months of 1997 included fifteen that were accounted for
as pooling-of-interests. (For information concerning such
acquisitions and the restatement of the Company's financial
statements in connection with certain of such acquisitions, see
Note 2 of Notes to unaudited Condensed Consolidated Financial
Statements of the Company included elsewhere herein). The other
acquisitions completed during 1996 and the first six months of 1997
were accounted for as purchases and, accordingly, the results of
operations of the businesses acquired in these acquisitions are
included in the Company's financial statements only from their
respective dates of acquisition. In view of the fact that the
Company's operating results for 1997 and 1996 were impacted by
these acquisitions that were accounted for as purchases, the
Company believes that the results of its operations for 1997 and
1996 are not directly comparable.
General
The Company's revenues have been primarily attributable to (i)
collection revenues and (ii) fees (commonly referred to as "tipping
fees") charged to dispose of waste at the Company's landfills. The
table below shows for the periods indicated the percentage of the
Company's total revenues attributable to various sources.
Six Months Ended June 30
1997 1996
Landfill operations(1) 26% 29%
Collection operations(2) 68 66
Waste reuse and reduction
programs 3 2
Other services 3 3
Total 100% 100%
Three Months Ended June 30
1997 1996
Landfill operations(1) 27% 30%
Collection operations(2) 67 65
Waste reuse and reduction
programs 3 2
Other services 3 3
Total 100% 100%
(1) Revenues from landfill operations primarily represent fees
charged to dispose of waste at the Company's landfills (including
fees charged to the Company's collection operations) and fees
collected under landfill operating contracts.
(2) Excludes the portion of collection revenues attributable to
disposal charges for solid waste collected by the Company and
disposed of at the Company's landfills.
In certain instances, the amount of revenues that a newly
acquired business contributes to the Company's revenues may be
significantly less than the revenues that such business had prior
to being acquired due to the elimination of intercompany revenues
resulting from consolidation with the Company.
A portion of the Company's revenues from waste reuse and
reduction programs is derived from the sale of recyclable waste
products. The resale prices of, and demand for, recyclable waste
products can vary significantly and be subject to changing market
conditions. Accordingly, the Company's revenues from such sales
may materially vary from period to period.
Landfill cost of operations include primarily direct and
indirect labor, the legal and administrative cost of ongoing
environmental compliance, certain landfill taxes, franchise fees or
host community fees, rental payments under leases with respect to
landfill sites that are not owned, landfill site maintenance,
depreciation and amortization expense, and accruals for closure and
post-closure expenses anticipated to be incurred in the future.
Certain direct landfill development costs, such as engineering,
upgrading, construction and permitting costs paid to outside
parties in respect of permits acquired or in the process of being
acquired, are capitalized and amortized based on consumed airspace.
All indirect landfill development costs, such as executive
salaries, general corporate overhead, public affairs and other
corporate services, are expensed as incurred. The Company believes
that the costs associated with the engineering, ownership and
operation of landfills will increase in the future as a result of
increasing federal, state and local regulation and a growing
community awareness of the landfill permitting process.
Collection cost of operations includes direct and indirect
labor, insurance, fuel, equipment maintenance costs, tipping fees
paid to third party landfills and, with respect to the Company's
asbestos collection operations, transportation costs.
Selling, general and administrative expense ("SG&A") includes
primarily management salaries, clerical and administrative
overhead, costs associated with the Company's commercial and
industrial sales force and community relations expenses. SG&A also
includes expenses associated with completing acquisitions that are
accounted for as pooling-of-interests, since such expenses are not
capitalized.
The Company capitalizes engineering, legal, accounting and
other direct costs that are incurred in connection with potential
acquisitions. The Company, however, routinely evaluates such
capitalized costs and charges to expense those relating to
abandoned acquisitions. Indirect acquisition costs, such as
executive salaries, general corporate overhead, public affairs and
other corporate services, are expensed as incurred.
The Company estimates landfill closure and post-closure
reserves based on an analysis of the requirements of the
regulations under Subtitle D of the Resource Conservation and
Recovery Act of 1976 and state laws and regulations. Since the
annual charge for each landfill is determined based upon the total
estimated unaccrued landfill closure and post-closure costs and the
estimated portion of remaining airspace filled during the year, the
provision may vary from period to period, as the volume of waste
disposed of in the landfill increases or decreases, expansions and
new permits change the life of the landfill and other circumstances
require management to reevaluate and to change such estimates. The
Company estimates that the aggregate liability for the closure and
post-closure costs of the facilities that it currently owns will be
approximately $71.8 million. At June 30, 1997, reserves for
landfill closure and post-closure costs (including reserves assumed
through acquisitions) were approximately $53.0 million, and the
balance will be accrued over the remaining operating lives of the
landfills.
<PAGE>
Results of Operations
Six months ended June 30, 1997 and 1996
Revenues. Revenues for the first six months of 1997 were
$216.6 million, representing an increase of 43% over revenues for
the first six months of 1996 of $151.8 million. Of this increase,
approximately 34 percentage points were due to the revenues
attributable to (i) the businesses acquired by the Company
subsequent to June 30, 1996 and (ii) businesses that were acquired
during the first six months of 1996 and thus were included in the
Company's results for the first six months of 1996 for only a
portion of the six month period and in the Company's results for
the first six months of 1997 for the full period. The balance of
this increase was due to an increase in 1997 in volume of waste
received by the Company's operations that were owned by the Company
throughout both periods (approximately 4.5 percentage points) and
in prices charged for services (approximately 4.5 percentage
points).
Cost of Operations. As a percentage of revenues, cost of
operations was 62.8% during the first six months of 1997 and 63.5%
during the first six months of 1996. The improvement in gross
margin in 1997 primarily reflected (i) the increase in revenues
attributable to the fee and volume increases discussed above, which
were achieved without a corresponding increase in related costs,
and (ii) milder winter weather in the first quarter of 1997 than in
the first quarter of 1996. This improvement in gross margin was
offset somewhat by the increase in collection revenues as a
percentage of total revenues, since collection operations generally
have lower margins than landfill operations.
Selling, General and Administrative Expense. Selling, general
and administrative expense ("SG&A") increased to $33.3 million
during the first six months of 1997 from $24.8 million during the
first six months of 1996, but as a percentage of revenues decreased
to 15.4% during the first six months of 1997 from 16.3% during the
first six months of 1996. The decrease in SG&A as a percentage of
revenues in 1997 primarily reflected the fact that, as the Company
completed acquisitions in 1996 and the first six months of 1997,
its revenues increased without a commensurate increase in senior
management expense or corporate overhead. Such decrease was
partially offset by the fact that expenses related to acquisitions
accounted for as pooling-of-interests (of which there were 11 in
1997 and one in 1996) were higher in the six months ended June 30,
1997 than in the six months ended June 30, 1996 (2.4% of revenues
in 1997 compared with 1.4% of revenues in 1996).
Interest Expense. Interest expense increased to $7.9 million
in the first six months of 1997 from $7.2 million in the first
six months of 1996. This increase primarily reflected the fact
that the Company's indebtedness increased subsequent to the first
six months of 1996 primarily as a result of the completion of
acquisitions. Interest capitalized as a component of construction
projects during the first six months of 1997 and 1996 amounted to
approximately $1.2 million and $0.6, respectively.
Other (Income) Expense, Net. Other income, net, was $1.6
million in the six months ended June 30, 1997 compared with other
expense, net, of $1.8 million in the six months ended June 30,
1996. This increase in other income, net, was primarily
attributable to the $2.0 million charge in 1996 resulting from the
sale of the Company's transfer station in Pennsylvania and increased
interest income in 1997 as a result of higher cash balances in 1997.
Income Taxes. Income taxes increased to $17.0 million, or an
effective rate of 41.6%, during the first six months of 1997 from
$8.7 million, or an effective rate of 40.4% during the first six
months of 1996. The increase in the effective rate in 1997
compared with 1996 was primarily due to the fact that the Company
had certain transaction expenses in 1997 and 1996 relating to
acquisitions accounted for as pooling-of-interests that are not
deductible in determining taxable income and such expenses were
higher in 1997 than in 1996.
Three months ended June 30, 1997 and 1996
Revenues. Revenues for the three months ended June 30, 1997
were $121.0 million, representing an increase of 47.1% over
revenues for the three months ended June 30, 1996 of $82.3 million.
Of this increase, approximately 38.1 percentage points were due to
the revenues attributable to (i) the businesses acquired by the
Company subsequent to June 30, 1996 and (ii) business that were
acquired during the second quarter of 1996 and thus were included
in the Company's second quarter 1996 results for only a portion of
the quarter and in the Company's second quarter 1997 results for a
full quarter. The balance of this increase was due to an increase
in 1997 in volume of waste received by the Company's operations
that were owned by the Company throughout both periods
(approximately 4 percentage points) and in prices charged for
services (approximately 5 percentage points).
Cost of Operations. As a percentage of revenues, cost of
operations was 61.4% during the three months ended June 30, 1997
and 62.0% during the three months ended June 30, 1996. The
improvement in gross margin in 1997 primarily reflected the
increase in revenues attributable to the fee and volume increases
discussed above, which were achieved without corresponding increase
in related costs. This improvement in gross margin was offset
somewhat by the increase in collection revenues as a percentage of
total revenues, since collection operations generally have lower
margins than landfill operations.
Selling, General and Administrative Expense. SG&A increased
to $18.1 million during the three months ended June 30, 1997 from
$13.4 million during the three months ended June 30, 1996, but as
a percentage of revenues decreased to 14.9% during the three months
ended June 30, 1997 from 16.3% during the three months ended June
30, 1996. The decrease in SG&A as a percentage of revenues in 1997
primarily reflected the fact that, as the Company completed
acquisitions in 1996 and the second quarter of 1997, its revenues
increased without a commensurate increase in senior management
expense or corporate overhead.
Interest Expense. Interest expense was the same ($3.8 million)
in the second quarters of 1997 and 1996, reflecting the fact that
the Company's fixed rate debt was substantially the same in these
quarters and that there were no outstanding amounts under the
Company's revolving credit facility during these quarters.
Interest capitalized as a component of construction costs was
approximately $0.6 million in the second quarter of 1997 and
approximately $0.4 million in the second quarter of 1996.
Other (Income) Expense, Net. Other income, net was $923,000
in the three months ended June 30, 1997 (compared with other
expense, net, of $1.9 million in the three months ended June 30,
1996). This increase in other income, net, was primarily
attributable to the $2.0 million charge in 1996 resulting from
the sale of the Company's transfer station in Pennsylvania.
Income Taxes. Income taxes increased to $10.8 million, or an
effective rate of 41.7%, during the three months ended June 30,
1997 from $5.1 million, or an effective rate of 41.7% during the
three months ended June 30, 1996.
Liquidity and Capital Resources
The Company (i) has used, and expects to continue using, a
substantial amount of cash generated from operations to fund
acquisitions, thereby reducing its current assets and (ii) in
connection with acquisitions and the financing of machinery and
equipment, the Company has assumed or incurred indebtedness with
relatively short-term repayment schedules, thereby increasing its
current liabilities. As a result of the foregoing financing
practices, the Company has had low levels of working capital or
working capital deficiencies. Although the Company had working
capital of $28.6 million at June 30, 1997, the Company expects that
in the future it may maintain lower levels of working capital or
working capital deficiencies based on the financing practices
described above. As discussed below, the Company believes that its
working capital position will not impair its ability to meet its
ongoing cash requirements and continue its acquisition program,
although there can be no assurance of this.
During the six months ended June 30, 1997, the Company
generated cash from operations of approximately $50.5 million and
had net cash from financing activities of approximately $74.0
million. The Company used these funds generated from operating and
financing activities to complete business acquisitions of
approximately $73.9 million and for capital expenditures of
approximately $26.3 million. These acquisitions and capital
expenditures accounted for the increase in property and equipment,
and intangible assets, at June 30, 1997 compared with such amounts
at December 31, 1996.
In March 1997, the Company completed a public offering in
which it issued 3,450,000 shares of Common Stock at a price of
$36.50 per share. The net proceeds to the Company from this
offering was approximately $119 million. The Company used
approximately $47 million of such net proceeds to repay all
outstanding indebtedness under the Company's Credit Facility
described below. This offering accounted for the increase in cash
and cash equivalents and the decrease in long-term debt, in each
case at June 30, 1997 compared with December 31, 1996. This
offering was also the primary reason for the increase in
stockholders equity at June 30, 1997 compared with December 31,
1996.
The Company's $190 million, three year, secured revolving
credit facility due December 1999 (the "Credit Facility") bears
interest on outstanding loans at a rate per annum equal to the
Eurodollar Rate (Reserved Adjusted)(as defined in the loan
agreement providing for the Credit Facility) applicable to each
interest period plus 0.625% to 1.25% per annum or the Alternate
Reference Rate (as defined) from time to time in effect. The
Credit Facility is secured by the stock of the Company's
subsidiaries, restricts the Company from granting other liens on
its assets (subject to certain limited exceptions), and requires
the Company to comply with certain covenants including, but not
limited to, maintenance of certain financial ratios, limitation on
additional indebtedness, limitation on capital expenditures and a
prohibition on the Company's payments of cash dividends on its
capital stock. The Credit Facility also currently requires that
the consent of the lenders be obtained in order for the Company to
make an acquisition that provides for an aggregate purchase price
of $50 million or more. In addition, the Credit Facility prohibits
the Company from using more than $15 million of its cash to secure
closure and post-closure obligations that the Company may have
relating to its landfills. At June 30, 1997, there was no
indebtedness outstanding under the Credit Facility compared with
$31.5 million outstanding at December 31, 1996, reflecting the
repayment of all indebtedness under the Credit Facility from the
proceeds of a public offering as described above.
The Credit Facility also allows the Company to obtain up to
$90 million in letters of credit. These letters of credit may be
used, among other purposes, to secure or support closure
obligations that the Company may have relating to its landfills.
At June 30, 1997, the face amount of outstanding letters of credit
issued pursuant to the Credit Facility was approximately $67.7
million. The aggregate amount that the Company is permitted to
borrow under the Credit Facility is reduced by the aggregate face
amount of all outstanding letters of credit issued thereunder.
Set forth is a discussion of the Company's primary ongoing
cash requirements and the means by which it expects to meet these
requirements in the future.
Operating Activities. The Company anticipates that for the
foreseeable future, cash on hand and cash generated from operating
activities will be sufficient to provide the cash required for
operating activities.
Capital Expenditures. The Company expects to make capital
expenditures on an ongoing basis for improvements to, and expansion
of, its landfills and for equipment purchases. The Company
estimates that the capital expenditures that will be required in
respect of the existing operations of the Company will be in the
range of $39 million to $44 million during the last six months of
1997 and $65 to $70 million in 1998. The Company expects that it
will fund such estimated capital expenditures in respect of its
existing operations from cash on hand, cash generated from
operations, supplemented, if required, by borrowings available
under the Credit Facility. In addition, the Company expects that
it will be required to make capital expenditures in respect of new
operations that it may hereafter acquire. The Company cannot
quantify at this time the amount of such capital expenditures.
Acquisitions. An element of the Company's strategy is to
continue to acquire additional solid waste companies. The Company
expects to pay for future acquisitions using cash, capital stock,
assumption of indebtedness and/or notes, ongoing royalties and
contingent payments. The Company expects that any cash required
for future acquisitions will be provided by a combination of cash
on hand, cash generated from operations, borrowings available under
the Credit Facility and future debt or equity financing. There can
be no assurance, however, that any such future debt or equity
financing will be available or, if available, will be available on
terms satisfactory to the Company.
In order to minimize cash required to complete acquisitions
and adequately secure indemnity obligations, the Company frequently
structures its landfill acquisitions in a manner such that a
portion of the purchase consideration is deferred, contingent or
payable in the form of future royalties. The Company expects that
deferred or contingent payments and royalties that may become
payable in respect of its completed acquisitions will be funded
from cash on hand, cash generated from operations, supplemented, if
required, by borrowings available under the Credit Facility.
Debt Repayment. At June 30, 1997, the Company had debt and
capital lease obligations of approximately $280.9 million. The
Company will be obligated to retire approximately $1.8 million and
$6.0 million of indebtedness during the remainder of 1997 and in
1998, respectively. The Company plans to meet such obligations
from cash on hand, cash generated from operations, borrowings
available under the Credit Facility and/or additional financing.
Financial Assurance. The Company is required to provide
financial assurance to various governmental and regulatory bodies
for closure, post-closure and remediation obligations. The Company
provides for these financial assurance obligations primarily
through the issuance of letters of credit obtained under the Credit
Facility, as well as through surety bonds and irrevocable trust
funds. As of June 30, 1997, the aggregate amount of these
financial assurance obligations was $48.8 million, $37.7 million of
which is being satisfied by letters of credit obtained under the
Credit Facility.
Capital Expenditures
The Company, in accordance with generally accepted accounting
principles, capitalizes certain expenditures and advances relating
to its acquisitions, pending acquisitions and landfill development
and expansion projects. Indirect acquisitions costs, such as
executive salaries, general corporate overhead, public affairs and
other corporate services, are expensed as incurred. The Company's
policy is to charge against earnings any unamortized capitalized
expenditures or advances (net of any portion thereof that the
Company estimates will be recoverable, through sale or otherwise)
relating to any operation that is permanently shut down, any
pending acquisition that is not consummated, and any landfill
development or expansion project that is not successfully
completed. The Company also has a substantial investment in its
permitted landfills. If any of the Company's landfills were to
lose their permits, the Company would charge against earnings the
unamortized portion of its investment and any necessary
acceleration of closure and post closure accruals. The Company has
capitalized expenditures with respect to substantially all of its
other operations. There can be no assurance that the Company will
not be required in future periods to incur charges against earnings
relating to these capitalized expenditures in excess of the
scheduled amortizations.
The Company capitalizes certain costs related to obtaining
certain financings and amortizes these costs over the life of the
related financing. In the event that the Company refinances any
financings with respect to which it has capitalized costs, the
Company would be required to charge against earnings the
unamortized portion of such costs. At June 30, 1997 the Company's
unamortized financing costs amounted to approximately $6.3 million.
Inflation and Prevailing Economic Condition
To date, inflation has not had a significant impact on the
Company's operations. The Company generally enters into long-term
contracts only if such contracts include provisions for price
escalations based on a price index.
Seasonality
The Company's revenues tend to be somewhat lower in the winter
months. This is generally reflected in the Company's first quarter
results and may also be reflected in its fourth quarter results.
This is primarily attributable to the fact that (i) the volume of
waste relating to construction and demolition activities and
activities relating to the remediation of contaminated soils tends
to increase in the spring and summer months and (ii) the volume of
waste relating to industrial and residential waste in certain of
the regions where the Company operates tends to decrease during the
winter months. Particularly harsh weather conditions may result in
the temporary suspension of certain of the Company's operations and
could adversely affect the Company's overall results of operations.
PART II OTHER INFORMATION
Item 1 Legal Proceedings
On June 25, 1997, Richard and Martin Zielinski (the
"Claimants") filed a demand for arbitration against Connecticut
Valley Sanitary Waste Disposal, Inc. ("CVSWD"), a subsidiary of
United Waste. The Claimants seek approximately $8,600,000, plus
treble damages based on CVSWD's alleged breaches of obligations
under a lease and Massachusetts law in relation to the operation of
CVSWD's Chicopee, Massachusetts landfill. CVWSD disagrees with
Claimants' contentions and intends to vigorously defend against
this claim. CVSWD will be filing a counter-demand for arbitration,
based on the Claimants' breaches of the lease and Massachusetts
law. It is too early to predict the outcome of the arbitration.
Item 2 Changes in Securities
Sale of Unregistered Securities
Set forth below is certain information concerning sales by the
Company of unregistered securities during the second quarter of
1997. The issuances by the Company of the securities sold in the
transactions referenced below were not registered under the
Securities Act of 1933, pursuant to the exemption contemplated by
Section 4(2) thereof for transactions not involving a public
offering.
Shares
Month Issued
April 91,935
May 133,799
June 957,979
Total 1,183,713
The above issued shares of the Company's Common Stock were
issued to acquire one landfill, one transfer station and six
collection companies and certain related assets.
<PAGE>
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
(1) Exhibit 11 - Computation of earnings per
share
(2) Exhibit 27 - Financial Data Schedule
(3) Exhibit 99 - Information that appears in
the Company's Report on Form 10-K for the
year ended December 31, 1995, under Item 1 -
"Business - Factors that May Influence Future
Results and Accuracy of Forward - Looking
Statements."
(b) Reports on Form 8-K:
(1) Form 8-K - Dated April 16, 1997, Item 5.
(2) Form 8-K - Dated June 27, 1997, Item 5.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
UNITED WASTE SYSTEMS, INC.
Dated: August 14, 1997 By: /s/ Michael J. Nolan
Michael J. Nolan
Chief Financial Officer
(Principal Financial Officer)
Dated: August 14, 1997 By: /s/ Sandra E. Welwood
Sandra E. Welwood
Vice President, Controller
(Principal Accounting Officer)
EXHIBIT 11.1
UNITED WASTE SYSTEMS, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
Six Months Six Months
Ended Ended
June 30, 1997 June 30, 1996
Primary:
Net income $ 23,848,967 $ 12,866,735
Historical weighted average
Common shares outstanding 41,959,260 36,875,396
Dilution of common stock options
and warrants (1) 2,205,364 2,705,654
Weighted average common shares
outstanding 44,164,624 39,581,050
Earnings per common share $.54 $.33
Three Months Three Months
Ended Ended
June 30, 1997 June 30, 1996
Net income $ 15,014,105 $ 7,089,151
Historical weighted average
Common shares outstanding 43,472,092 37,039,354
Dilution of common stock
options and warrants(1) 2,220,847 2,668,063
Weighted average of common
shares outstanding 45,692,939 39,707,417
Earnings per common share $.33 $.18
- --------------------
(1) Based upon the treasury stock method
<PAGE>
EXHIBIT 11.1
UNITED WASTE SYSTEMS, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
Six Months
Ended
June 30, 1997
Fully Diluted:
Net income $ 23,848,967
Interest on convertible debt 2,030,063
Earnings available to common stockholders $ 25,879,030
Historical weighted average
Common shares outstanding 41,959,260
Dilution of common stock options and warrants(1) 2,474,899
Assumed conversion of convertible debt 4,615,385
Weighted average common shares outstanding 49,049,544
Earnings per common shares $.53
Three Months
Ended
June 30, 1997
Net income $ 15,014,105
Interest on convertible debt 1,015,031
Earnings available to common stockholders $ 16,029,136
Historical weighted average
Common shares outstanding 43,472,092
Dilution of common stock options and warrants(1) 2,474,899
Assumed conversion of convertible debt 4,615,385
Weighted average common shares outstanding 50,562,376
Earnings per common share $.32
- --------------
(1) Based upon the treasury stock method
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the Company's
condensed consolidated financial statements for the three months ended June 30,
1997 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 25,823,244
<SECURITIES> 0
<RECEIVABLES> 73,722,043
<ALLOWANCES> 4,898,000
<INVENTORY> 0
<CURRENT-ASSETS> 123,818,027
<PP&E> 574,600,464
<DEPRECIATION> 136,429,000
<TOTAL-ASSETS> 941,266,957
<CURRENT-LIABILITIES> 95,168,504
<BONDS> 273,893,732
0
0
<COMMON> 44,569
<OTHER-SE> 470,048,238
<TOTAL-LIABILITY-AND-EQUITY> 941,266,957
<SALES> 0
<TOTAL-REVENUES> 216,619,407
<CGS> 0
<TOTAL-COSTS> 136,199,914
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,898,849
<INCOME-PRETAX> 40,810,013
<INCOME-TAX> 16,961,046
<INCOME-CONTINUING> 23,848,967
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,848,967
<EPS-PRIMARY> .54
<EPS-DILUTED> .53
</TABLE>
Exhibit 99.1
Factors that May Influence Future Results and Accuracy of
Forward-Looking Statements
The Company, in an effort to help keep its stockholders and
the public informed about the Company's operations, may from time
to time issue certain statements, either in writing or orally,
that contain or may contain forward-looking information.
However, actual results may differ materially from the Company's
expectations, statements or projections. Factors that could
cause actual results to differ from the Company's expectations,
statements or projections include the risks and uncertainties
relating to the Company's business described below.
Economic Conditions: The Company's business is affected by
general economic conditions. There can be no assurance that an
economic downturn will not result in a reduction in the volume of
waste being disposed of at the Company's operations and/or the
price that the Company can charge for its services.
Weather Conditions: Protracted periods of inclement weather
may adversely affect the Company's operations by interfering with
collection and landfill operations, delaying the development of
landfill capacity and/or reducing the volume of waste generated
by the Company's customers. In addition, particularly harsh
weather conditions may result in the temporary suspension of
certain of the Company's operations.
Competition: The solid waste collection and disposal
business is highly competitive and requires substantial amounts
of capital. The Company competes with numerous waste management
companies, a number of which have significantly larger operations
and greater resources than the Company. The Company also
competes with those counties and municipalities that maintain
their own waste collection and disposal operations. The counties
and municipalities may have financial advantages due to the
availability of tax revenues and tax exempt financings. In
addition, competitors may reduce the price of their services in
an effort to expand market share or to win competitively bid
municipal contracts.
Ongoing Capital Requirements: To the extent that cash on
hand, internally generated cash and cash available under the
Company's existing revolving credit facility are not sufficient
to provide the cash required for future operations, capital
expenditures, acquisitions, debt repayment obligations and/or
financial assurance obligations, the Company will require
additional equity and/or debt financing in order to provide such
cash. There can be no assurance, however, that such financing
will be available or, if available, will be available on terms
satisfactory to the Company. The Company intends to pay for
future acquisitions using cash, capital stock, assumption of
indebtedness and/or notes, although there can be no assurance
that the owners of the businesses that the Company may wish to
acquire will be willing to accept non-cash consideration in whole
or in part.
Dependence on Senior Management: The Company is highly
dependent upon its senior management team. The loss of the
services of any member of senior management may have a material
adverse effect on the Company. The Company does not maintain
"key man" life insurance with respect to members of senior
management.
Environmental and Land Use Matters: The Company is subject
to extensive and evolving environmental and land use laws and
regulations, which have become increasingly stringent as a result
of greater public interest in protecting the environment. These
laws and regulations affect the Company's business in many ways,
including those set forth below. See "Business Environmental
Regulations" for further information concerning the matters set
forth below.
In connection with most of its operations, the Company is
required to obtain and/or maintain in effect various permits and
other governmental approvals, including approvals relating to
zoning, land use and environmental matters. In addition, the
Company may be required to obtain similar permits and approvals
in order to expand its existing operations. These permits and
approvals are difficult, time consuming and costly to obtain and
maintain in effect and are frequently subject to community
opposition, opposition by various local elected officials or
citizens and other uncertainties. In addition, once obtained,
these permits and approvals may be subject to modification,
renewal or revocation by the issuing agency. Moreover, from time
to time, regulatory agencies may delay the review or grant of
these required permits or approvals or may modify the procedures
or increase the stringency of the standards applicable to its
review or grant of such permits or approvals. There can be no
assurance that the Company will be successful in obtaining and
maintaining in effect the permits and approvals required for the
successful operation and growth of its business (including
permits and approvals required to develop timely additional
disposal capacity to replace capacity that is exhausted). The
failure by the Company to obtain or maintain in effect a permit
significant to its business could adversely affect the Company's
business and financial condition.
The Company's operations are subject to and substantially
affected by extensive federal, state and local laws and
regulations, which govern environmental, permitting, zoning, land
use, health, safety and other matters. Compliance with these
laws and regulations require significant expenditures, and future
changes in these laws and regulations may materially increase the
amount of such required expenditures. In addition, such laws and
regulations may impose restrictions on operations that could
adversely affect the Company, such as limitations on the
expansion of disposal facilities or limitations on, or the
banning of, waste from out-of-state or locality or certain
categories of wastes.
There may be various adverse consequences to the Company in
the event that the Company fails to comply with applicable laws,
regulations or permits, in the event that a facility owned or
operated by the Company causes environmental damage or in the
event that waste transported by the Company causes environmental
damage at another site. Under certain circumstance, the Company,
as a successor owner, may also be responsible for any such
failure by a predecessor owner and/or for damage caused by a
predecessor owner. These adverse consequences may include
substantial monetary penalties; the need to undertake
investigatory or remedial activities; the need to curtail or
terminate the operations involved or affected; the revocation or
denial of permits or other approvals; the imposition of liability
on the Company in respect of any environmental damage at its
landfill sites or caused by its landfills or other facilities or
environmental damage at other sites associated with waste
transported by the Company; and criminal liability for the
Company or its employees. Any of the foregoing could adversely
affect the Company's business and financial condition.
Limits on Insurance Coverage: As described under "Business-Liability
Insurance and Bonding," the Company's insurance for
environmental liability is very limited because the Company
believes that the cost for such insurance is high relative to the
coverage it would provide. Due to the limited nature of the
Company's insurance coverage for environmental liability, if the
Company were to incur liability for environmental damage, its
business and financial condition could be materially adversely
affected.
Alternatives to Landfill Disposal: Alternatives to landfill
disposal, such as recycling and composting, are increasingly
being used. In addition, in certain of the Company's markets
incineration is an alternative to landfill disposal. There also
has been an increasing trend at the state and local levels to
mandate recycling and waste reduction at the source and to
prohibit the disposal of certain type of wastes, such as yard
wastes, at landfills. These developments may result in the volume
of waste going to landfills being reduced in certain areas, which
may affect the Company's ability to operate its landfills at
their full capacity and/or affect the prices that can be charged
for landfill disposal services.
Commodity Risk Upon Resale of Recyclables: A portion of the
Company's revenues from waste reuse and reduction programs is
derived from the sale of recyclable waste products. The resale
prices of, and demand for, recyclable waste products can vary
significantly and are subject to changing market conditions.
Accordingly, the Company's revenues from such sales may
materially vary from period to period.
Capitalized Expenditures: In accordance with generally
accepted accounting principles, the Company capitalizes certain
expenditures and advances relating to its acquisitions, pending
acquisitions and landfill development and expansion projects.
Indirect acquisition costs, such as executive salaries, general
corporate overhead, public affairs and other corporate services,
are expensed as incurred. The Company's policy is to charge
against earnings any unamortized capitalized expenditures and
advances (net of any portion thereof that the Company estimates
will be recoverable, through sale or otherwise) relating to any
operation that is permanently shut down, any pending acquisition
that is not consummated, and any landfill development or
expansion project that is not successfully completed. There can
be no assurance that the Company in future periods will not be
required to incur a charge against earnings in accordance with
such policy, which charge, depending upon the magnitude thereof,
could adversely affect the Company's results of operations.
Risks Associated with Acquisitions: In connection with any
acquisition made by the Company, there may be liabilities that
the Company fails or is unable to discover, including liabilities
arising from environmental contamination or non-compliance by
prior owners with environmental laws or regulatory requirements,
and for which the Company, as a successor owner, may be
responsible.
As the Company completes acquisitions in a region, it seeks
to achieve synergies and efficiencies through the integration of
newly acquired and existing operations in the region. There can
be no assurance, however, that the Company will be successful in
this regard or that such efforts may not in certain circumstances
adversely affect its existing operations.
Availability of Acquisition Targets: The Company's ongoing
acquisition program is a key element of its strategy for
expanding as an integrated provider of nonhazardous solid waste
management services. Consequently, the future growth of the
Company depends in large part upon the successful continuation of
this program. The Company, however, in some cases may encounter
substantial competition in its efforts to acquire landfills and
collection operations and there can be no assurance that the
Company will succeed in locating appropriate acquisition
candidates that can be acquired at price levels that the Company
considers appropriate.
Financial Assurance Obligation: The Company is usually
required to post a performance bond or a bank letter of credit or
to provide other forms of financial assurance in connection with
municipal residential collection contracts and the operation,
closure and post-closure of landfills. If the Company were
unable to obtain surety bonds or letter of credit in sufficient
amounts or at reasonable rates, or to provide other required
forms of financial assurance, it might be precluded from entering
into additional municipal collection contracts or obtaining or
retaining required landfill permits and approvals.
