<PAGE> 1
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
COMMISSION FILE NUMBER 0-20854
PHILIP SERVICES CORP.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
ONTARIO N/A
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
<TABLE>
<S> <C>
100 KING STREET WEST,
HAMILTON, ONTARIO L8N 4J6
(Address of Principal Executive Offices) (Zip Code)
(905) 521-1600
(Registrant's Telephone Number, Including Area Code)
</TABLE>
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 Common Shares of the Registrant, outstanding at
November 11, 1998 was 131,144,013.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE> 2
REPORT INDEX
<TABLE>
<CAPTION>
PART AND ITEM NO. PAGE NO.
----------------- --------
<S> <C>
PART I -- Financial Information
Item 1 -- Financial Statements
Consolidated Balance Sheets as of September 30, 1998
(unaudited) and December 31, 1997...................... 2
Consolidated Statements of Earnings for the Three and Nine
Months Ended September 30, 1998 and September 30, 1997
(unaudited)............................................ 3
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1998 and September 30, 1997
(unaudited)............................................ 4
Notes to Consolidated Financial Statements (unaudited).... 5
Item 2 -- Management's Discussion and Analysis of
Financial Condition and
Results of Operations.................................. 15
PART II -- Other Information
Item 1 -- Legal Proceedings............................... 23
Item 2 -- Changes in Securities........................... 23
Item 3 -- Defaults upon Senior Securities................. 24
Item 4 -- Submission of Matters to a Vote of Security
Holders................................................ 24
Item 5 -- Other Information............................... 24
Item 6 -- Exhibits and Reports on Form 8-K................ 25
Signature................................................... 26
</TABLE>
1
<PAGE> 3
PHILIP SERVICES CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF US DOLLARS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents...................................... $ 59,589 $ 48,809
Accounts receivable (net of allowance for doubtful
accounts of $35,757, December 31, 1997 -- $25,059)..... 459,563 535,052
Inventory for resale...................................... 78,485 223,613
Other current assets...................................... 131,642 66,898
---------- ----------
729,279 874,372
Fixed assets................................................ 523,029 605,710
Goodwill.................................................... 689,222 1,089,649
Deferred income taxes....................................... -- 86,468
Other assets................................................ 117,383 167,174
---------- ----------
$2,058,913 $2,823,373
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 154,204 $ 271,726
Accrued liabilities....................................... 202,239 190,741
Current maturities of long-term debt...................... 1,061,940 47,166
---------- ----------
1,418,383 509,633
Long-term debt.............................................. 49,368 966,995
Deferred income taxes....................................... 3,433 --
Other liabilities........................................... 118,138 129,804
Contingencies (Notes 1, 6 and 15)
Shareholders' equity........................................ 469,591 1,216,941
---------- ----------
$2,058,913 $2,823,373
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 4
PHILIP SERVICES CORP.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(IN THOUSANDS OF US DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------------- -----------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue
Metals services........................ $ 240,596 $ 301,604 $ 990,109 $ 763,350
Industrial services.................... 296,643 205,176 909,021 366,788
--------- --------- --------- ---------
537,239 506,780 1,899,130 1,130,138
Operating expenses....................... 464,800 405,335 1,690,788 941,968
Special charges (Note 2)................. 443,017 8,779 454,523 4,213
Selling, general and administrative
costs.................................. 118,541 35,594 238,491 81,848
Depreciation and amortization............ 28,530 17,698 83,749 35,288
--------- --------- --------- ---------
Income (loss) from operations............ (517,649) 39,374 (568,421) 66,821
Interest expense......................... 24,123 13,073 66,414 27,052
Other income and expense -- net.......... 19,191 (1,290) 726 (5,341)
--------- --------- --------- ---------
Earnings (loss) before tax............... (560,963) 27,591 (635,561) 45,110
Income taxes............................. 84,436 8,128 83,416 11,773
--------- --------- --------- ---------
Net earnings (loss)...................... $(645,399) $ 19,463 $(718,977) $ 33,337
========= ========= ========= =========
Basic earnings per share................. $ (4.92) $ 0.21 $ (5.48) $ 0.43
========= ========= ========= =========
Diluted earnings per share............... $ (4.92) $ 0.21 $ (5.48) $ 0.43
========= ========= ========= =========
Weighted average number of common shares
outstanding (000's).................... 131,144 91,369 131,126 77,844
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 5
PHILIP SERVICES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED IN THOUSANDS OF US DOLLARS)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-----------------------------
SEPTEMBER 30, SEPTEMBER 30,
1998 1997
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings (loss)......................................... $(718,977) $ 33,337
Items included in earnings not affecting cash
Depreciation and amortization............................. 62,195 27,495
Amortization of goodwill.................................. 21,554 7,793
Deferred income taxes..................................... 90,294 (7,514)
Gain on sale of assets.................................... (16,843) (2,800)
Special charges........................................... 547,773 --
--------- ----------
Cash flow from operations................................... (14,004) 58,311
Changes in non-cash working capital......................... (60,645) (187,749)
--------- ----------
Cash used in operating activities........................... (74,649) (129,438)
--------- ----------
INVESTING ACTIVITIES
Proceeds from sale of operations............................ 104,922 19,800
Acquisitions -- including acquired cash (bank
indebtedness)............................................. (24,543) (215,964)
Purchase of fixed assets.................................... (52,298) (34,765)
Proceeds from sale of fixed assets.......................... 23,798 --
Other....................................................... (29,688) (1,185)
--------- ----------
Cash provided by (used in) investing activities............. 22,191 (232,114)
--------- ----------
FINANCING ACTIVITIES
Proceeds from long-term debt................................ 183,747 1,294,970
Principal payments on long-term debt........................ (121,075) (893,147)
Common shares issued........................................ 566 12,456
--------- ----------
Cash provided by financing activities....................... 63,238 414,279
--------- ----------
Net change in cash for the period........................... 10,780 52,727
Cash position, beginning of period.......................... 48,809 6,044
--------- ----------
Cash position, end of period................................ $ 59,589 $ 58,771
========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Philip
Services Corp. and its subsidiaries (the "Company") and have been prepared in US
dollars using accounting principles generally accepted in the United States.
There have been no significant changes in the accounting policies of the Company
during the periods presented. For a description of these policies, see Note 1 of
Notes to the Company's Consolidated Financial Statements for the fiscal year
ended December 31, 1997.
The consolidated financial statements herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"). As applicable under such regulations,
certain information and footnote disclosures normally included in complete
annual financial statements have been condensed or omitted. The Company believes
that the presentation and disclosures herein are adequate to make the
information not misleading, and the financial statements reflect all elimination
entries and normal adjustments which are necessary for a fair statement of the
results for the three and nine months ended September 30, 1998 and September 30,
1997.
As described in Note 6, the Company is currently not in compliance with the
provisions of its credit agreement and therefore, consistent with the June 30,
1998 financial disclosure, certain amounts of debt previously recorded as
long-term continue to be reclassified as current liabilities at September 30,
1998 which has created a working capital deficiency. These consolidated interim
financial statements have been prepared on the basis of accounting principles
applicable to a going concern which assumes that the Company will realize the
carrying value of its assets and satisfy its obligations and commitments as they
become due in the normal course of operations. The ability of the Company to
continue operating in this manner is dependant on a number of factors, including
the continuing financial support from the Company's lenders. Management is in
active discussions with the Company's lenders to secure appropriate financing
arrangements while continuing to implement its operating and divestiture plans
to ensure the long term viability of the Company. Specifically, management has
requested additional working capital funding from its lenders, through the
retention of proceeds from asset sales and has stopped payments of interest on
the Credit Facility. The Company is also proposing that the lenders provide the
Company with a standstill agreement on all defaults under the credit agreement
until June 30, 1999. A letter was faxed to the Company on the evening of Friday
November 13, 1998 from two of its lenders which stated that if the Company
wished to avoid an involuntary insolvency proceeding, the Company should
immediately work with its lenders to formulate a prepackaged plan to transfer
control of the Company's business to its lenders. The Company's Board of
Directors will be considering a response to the letter at a meeting to take
place in the late afternoon of November 16, 1998. These consolidated interim
financial statements do not reflect the adjustments and disclosures that would
be necessary if the going concern assumption were not considered to be
appropriate.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect reported amounts of assets, liabilities, income and
expenses and disclosures of contingencies. Actual results could differ from the
Company's estimates.
5
<PAGE> 7
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(2) SPECIAL CHARGES (in thousands)
1998
The following table summarizes the special charges recorded by the Company
in the three and nine months ended September 30, 1998 and identifies where they
are disclosed in the Statements of Earnings:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1998
------------------ ------------------
<S> <C> <C>
Asset impairments and other costs recorded as special
charges (a).......................................... $443,017 $454,523
Costs recorded as selling, general and administrative
expenses (b)......................................... 55,000 55,000
Writedowns of investments recorded as other income and
expenses (c)......................................... 38,250 38,250
-------- --------
Pre-tax................................................ $536,267 $547,773
-------- --------
After tax.............................................. $536,267 $547,773
======== ========
</TABLE>
(a) For the nine months ended September 30, 1998, the Company recorded a charge
of $454,523 reflecting the effects of (i) decisions made with respect to
the disposition of the Aluminum and US Ferrous operations, (ii) impairments
of fixed assets and related goodwill resulting both from decisions to exit
various business locations or activities and dispose of the related assets,
and (iii) assessments of the recoverability of fixed assets and the related
goodwill of business units in continuing use as a result of the significant
deterioration in metal markets and business operations of the Company in
the third quarter of 1998.
All businesses assessed for asset impairment were acquired in purchase
business combinations and, accordingly, the goodwill that arose in the
transactions was included in the tests for recoverability. Assets to be
disposed of were valued at their estimated net realizable value while the
value of the assets of the business units to be continued were assessed at
fair value principally using discounted cash flow methods.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1998
------------------ ------------------
<S> <C> <C>
Business units, locations or activities to be exited:
Goodwill written off................................. $357,969 $369,475
Fixed assets written down to estimated net realizable
value of $32,959.................................. 29,368 29,368
Future lease and other exiting costs................. 20,000 20,000
Business units to be continued
Goodwill written off................................. 15,666 15,666
Fixed assets written down to estimated net realizable
value of $10,343.................................. 20,014 20,014
-------- --------
$443,017 $454,523
======== ========
</TABLE>
(b) Included in selling, general and administrative costs in the three months
ended September 30, 1998 are costs of $20,000 relating to charges for
financing fees and debt restructuring costs. As indicated in Note 1,
management is in active discussions with its lenders to secure appropriate
financing arrangements, however no alternative agreement has been reached.
As a result, deferred financing costs which were previously amortized over
the life of the credit agreement have been expensed and costs relating to
the
6
<PAGE> 8
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
continued negotiations with the lenders were recorded in the three months
ended September 30, 1998. The Company's current financial position, its
planned divestitures, litigation with debtors, unexpected financial
difficulties of certain customers and a general deterioration in customer
market conditions have necessitated the recording of an additional
provision for doubtful accounts of $25,000. The remainder of the charges
recorded in selling, general and administrative costs relate to severance
payments and other costs recorded in the three months ended September 30,
1998 relating to ongoing cost reduction measures and restructuring.
(c) The Company's 26.8% investment in Innovative Valve Technologies Inc.
("Invatec"), is accounted for using the equity method of accounting.
Invatec is a publicly traded company which provides comprehensive
maintenance, repair, replacement and value-added distribution services of
industrial valves and process system components. The reduction in carrying
value of $25,000 recognizes a potentially long-term impairment in value
which is reflected by the current market performance of Invatec's shares.
The Company's investment in Strategic Holdings Inc., which is accounted for
at cost, is planned to be divested in the fourth quarter of 1998 for less
than its book value. Accordingly, a writedown of the investment of $13,250
was recorded in the three months ended September 30, 1998 as part of Other
income and expense-net.
1997
The financial results for the three and nine months ended September 30,
1997 have been affected by the following:
In January of 1998, previously incurred but unrecorded trading losses
resulting from unauthorized trading of copper cathode outside of the Company's
normal business practices. The trading took place within the copper division of
the Company's Metals Services Group over a three year period ended December 31,
1997. The losses from the trading were deferred principally through unrecorded
liabilities and to a lesser extent were also improperly recorded through various
balance sheet accounts. During 1997, the previously unrecorded amounts were
improperly capitalized into the inventory accounts. The statements of earnings
for the three and nine months ended September 30, 1997 reflect as special
charges net trading losses of $8,779 and $4,213, respectively, relating to this
activity.
(3) ACQUISITIONS
During the nine months ended September 30, 1998, the Company acquired five
businesses, four of which were acquired by Philip Utilities Management
Corporation. During 1997, the Company acquired over 30 businesses, including
Allwaste Inc. ("Allwaste") and Luria Brothers ("Luria"). Allwaste, an integrated
provider of industrial and environmental services based in Houston, Texas was
acquired on July 31, 1997 for a total consideration of $443.8 million, paid for
by the issuance of approximately 23 million common shares. Luria, based in
Cleveland, Ohio was acquired on October 10, 1997 for total cash consideration of
$175.3 million.
7
<PAGE> 9
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
All business combinations have been accounted for using the purchase method
of accounting and are summarized below (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Purchase consideration
Cash...................................................... $ 17,652 $ 560,489
Company's common shares................................... -- 602,632
Deferred payments and long-term debt...................... 189 22,828
Acquisition costs and accruals............................ 1,098 83,505
-------- ----------
$ 18,939 $1,269,454
-------- ----------
Fair value of net assets acquired
Cash (bank indebtedness).................................. $ (6,599) $ 1,644
Long-term debt............................................ (12,269) (228,365)
Assets, excluding cash & intangibles...................... 37,682 878,460
Liabilities............................................... (23,830) (350,001)
Goodwill.................................................. 23,955 940,534
Other intangibles......................................... -- 27,182
-------- ----------
$ 18,939 $1,269,454
======== ==========
</TABLE>
(4) OTHER CURRENT ASSETS (in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Work in progress............................................ $ 44,682 $ 25,888
Restricted cash(a).......................................... 21,823 --
Parts and supplies inventory................................ 22,426 16,872
Other....................................................... 42,711 24,138
-------- ----------
$131,642 $ 66,898
======== ==========
</TABLE>
(a) Restricted cash represents cash on deposit to secure letters of credit
issued or to be issued.
(5) OTHER ASSETS (in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Restricted investments(a)................................... $ 34,066 $ 27,970
Deferred financing costs.................................... 1,968 19,616
Investments................................................. 21,308 53,685
Other intangibles........................................... 30,107 35,426
Other....................................................... 29,934 30,477
-------- ----------
$117,383 $ 167,174
======== ==========
</TABLE>
(a) Restricted investments support the Company's self-insurance program and are
invested and managed by the Company's wholly-owned insurance subsidiary.
8
<PAGE> 10
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(6) LONG-TERM DEBT (in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Bank term loan(a)........................................... $1,006,307 $897,352
Convertible subordinated debentures......................... 25,636 25,625
Loans bearing interest at a weighted average fixed rate of
6.0% maturing at various dates up to 2020................. 14,470 19,627
Loans bearing interest at prime plus a weighted average
floating rate of 1.1% maturing at various dates up to
2007...................................................... 23,291 6,582
Loans unsecured, bearing interest at a weighted average
fixed rate of 7.0%, maturing at various dates up to
2001...................................................... 24,837 21,908
Obligations under capital leases on equipment bearing
interest at rates varying from 6% to 12% maturing at
various dates to 2004..................................... 15,603 15,793
Product financing loan...................................... -- 25,973
Other....................................................... 1,164 1,301
---------- --------
1,111,308 1,014,161
Less current maturities of long-term debt................... 1,061,940 47,166
---------- --------
$ 49,368 $966,995
========== ========
</TABLE>
(a) In August 1997, the Company signed a $1.5 billion revolving credit agreement
which was amended in October 1997, February 1998, June 1998 and October 1998
(the "Credit Facility") with a syndicate of international lenders which
replaced the 1996 revolving term loan agreement and refinanced certain other
long-term debt. The Credit Facility expires in August of 2002, and contains
certain restrictive covenants and financial covenants including that: (a)
the Company must meet specified interest coverage ratio, debt to EBITDA
ratio, fixed charge ratio and working capital ratio tests, and (b)
acquisitions by the Company are subject to lenders' approval.
At September 30, 1998, the Company was not in compliance with certain
covenants in the Credit Facility, including the financial covenants, which
require the Company to maintain a specified interest coverage ratio, debt
to EBITDA ratio, fixed charge ratio and working capital ratio. As the
Company is not in compliance with the terms of its Credit Facility, the
debt outstanding under the Credit Facility continues to be classified as a
current liability on the Company's September 30, 1998 Consolidated Balance
Sheet.
Borrowings under the Credit Facility are guaranteed, jointly and severally
by the Company's wholly owned subsidiaries and are secured by a pledge of
all of the issued and outstanding securities, and all the present and
future assets, held by the Company in all of its subsidiaries. The Credit
Facility bears interest based on a moving grid. At September 30, 1998, the
Company was paying approximately 8.0% on these borrowings. Pursuant to the
June 1998 amendment to the Credit Facility, the facility was reduced from
US$1.5 billion to US$1.2 billion, the interest rate charged was increased
by 100 basis points, the Company was permitted access to US$60 million of
the proceeds arising from an asset disposition of which $20 million was
allocated to provide collateral for letters of credit and the Company
agreed to a standstill until September 30, 1998 respecting the incurrence
of additional debt and occurrence of dispositions or acquisitions. On
October 20, 1998, the Credit Facility was further amended to permit the use
of the letter of credit facility for general corporate and other purposes
and to extend the Company standstill on certain activities until June 30,
1999.
At September 30, 1998, the Company had undrawn credit capacity under the
Credit Facility of approximately $134,700, net of letters of credit
outstanding which amounted to $59,037. However, for as
9
<PAGE> 11
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
long as the Company is not in compliance with the Credit Facility, the
Company cannot draw on this credit capacity without lender approval.
(7) SHAREHOLDERS' EQUITY (in thousands, except number of shares)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1998 1997
------------- ------------
<S> <C> <C>
Share capital............................................... $1,348,632 $1,348,066
Retained earnings........................................... (805,251) (86,274)
Cumulative foreign currency translation adjustment.......... (73,790) (44,851)
---------- ----------
$ 469,591 $1,216,941
========== ==========
</TABLE>
The issued capital of the Company is comprised of the following:
<TABLE>
<CAPTION>
COMMON SHARES
-------------------------
NUMBER AMOUNT
----------- ----------
<S> <C> <C>
Balance -- December 31, 1997................................ 131,058,393 $1,348,066
Share options exercised for cash............................ 83,842 536
Other....................................................... 1,619 30
----------- ----------
Balance -- September 30, 1998............................... 131,143,854 $1,348,632
=========== ==========
</TABLE>
(8) CHANGE IN NON-CASH WORKING CAPITAL (in thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
----------------------
1998 1997
--------- ---------
<S> <C> <C>
Accounts receivable......................................... $ 48,197 $ (79,515)
Inventory for resale........................................ 108,339 (59,869)
Other....................................................... (64,049) (37,144)
Accounts payable and accrued liabilities.................... (144,878) (17,276)
Income taxes................................................ (8,254) 6,055
--------- ---------
Changes in non-cash working capital......................... $ (60,645) $(187,749)
========= =========
</TABLE>
10
<PAGE> 12
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(9) STATEMENTS OF CASH FLOWS (in thousands)
The supplemental cash flow disclosures and non-cash transactions for the
nine months ended September 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30 SEPTEMBER 30
1998 1997
------------ ------------
<S> <C> <C>
Supplemental Disclosures:
Interest paid............................................. $68,207 $27,006
Income taxes paid......................................... -- 1,921
Non Cash Transactions:
Common stock issued in acquisitions....................... -- 507,265
Capital leases and debt obligations for the purchase of
property and equipment................................. 2,764 12,579
Debt and liabilities incurred or assumed in acquisitions.... 189 42,125
</TABLE>
(10) INCOME TAXES (in thousands)
The income tax provision (recovery) is made up of the following components:
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
------------------ -------------------
1998 1997 1998 1997
------- ------- -------- -------
<S> <C> <C> <C> <C>
Provisions (recovery) on income before special
charges........................................ $(5,090) $11,464 $(31,391) $12,374
Recovery on special charges...................... (98,928) (3,336) (98,928) (1,601)
Valuation allowance.............................. 188,454 -- 213,735 --
------- ------- -------- -------
$84,436 $ 8,128 $ 83,416 $11,773
======= ======= ======== =======
</TABLE>
The Company is required to record a valuation allowance for deferred tax
assets which management believes it is more likely than not that the asset will
not be realized. Based on the level of historical taxable income and projections
for future taxable income over the periods in which the net operating losses are
deductible, it was determined that it is more likely than not that the Company
will not realize the benefit of the Canadian deferred tax debit which arose in
third quarter, the US deferred tax debit resulting from the special charges and
the Canadian deferred tax debits which arose in prior years. Therefore, a
valuation allowance of $188 million and $214 million was recorded for the three
and nine months ended September 30, 1998, respectively.
11
<PAGE> 13
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(11) COMPUTATION OF EARNINGS PER SHARE (in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- ---------------------
1998 1997 1998 1997
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Net earnings (loss) for the period.......... $(645,399) $ 19,643 $(718,977) $ 33,337
Interest from conversion of subordinated
convertible debentures.................... -- 223 -- 223
--------- -------- --------- --------
Net earnings for the period -- fully
diluted................................... $(645,399) $ 19,686 $(718,977) $ 33,560
========= ======== ========= ========
Number of common shares outstanding......... 131,144 102,229 131,144 102,229
Effect of using weighted average number of
common shares outstanding................. -- (10,860) (18) (24,385)
--------- -------- --------- --------
Basic weighted average number of common
shares outstanding........................ 131,144 91,369 131,126 77,844
Effect from conversion of common stock
equivalents............................... -- 3,652 -- 853
--------- -------- --------- --------
Fully diluted weighted average number of
common shares outstanding................. 131,144 95,021 131,126 78,697
========= ======== ========= ========
</TABLE>
(12) COMPREHENSIVE INCOME (in thousands)
The Financial Accounting Standards Board has issued SFAS No. 130 "Reporting
Comprehensive Income" which is effective for fiscal years beginning after
December 15, 1997. Comprehensive income is defined as the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from nonowner sources. Comprehensive income for the Company is as
follows:
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
--------------------- ---------------------
1998 1997 1998 1997
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Net earnings (loss)......................... $(645,399) $ 19,463 $(718,977) $ 33,337
Other comprehensive income, net of tax:
Translation adjustments..................... (16,454) (2,864) (28,939) (4,065)
--------- -------- --------- --------
Comprehensive income (loss)................. $(661,853) $ 16,599 $(747,916) $ 29,272
========= ======== ========= ========
</TABLE>
(13) IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities" which is
effective for fiscal years beginning after June 15, 1999. This statement
establishes accounting and reporting standards for derivative instruments and
hedging activities and requires that an entity recognize these items as assets
or liabilities in the statement of financial position and measure them at fair
value. The effect on the Company of the adoption of this standard has not yet
been determined.
12
<PAGE> 14
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(14) SEGMENTED INFORMATION (in thousands)
The Company has two principal business segments, Industrial Services and
Metals Services. The Industrial Services segment provides on-site industrial
services, environmental services and utilities management as well as by-products
recovery and processing. The Metals Services segment has two primary business
operations being ferrous and non-ferrous operations. Segmentation of the
business is as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------------------------------------------------------------------------
1998 1997
-------------------------------------------------- -------------------------------------------------
INDUSTRIAL METALS CORPORATE INDUSTRIAL METALS CORPORATE
SERVICES SERVICES HEADQUARTERS TOTAL SERVICES SERVICES HEADQUARTERS TOTAL
---------- --------- ------------ ---------- ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................... $ 909,021 $ 990,109 $ -- $1,899,130 $ 366,788 $763,350 $ -- $1,130,138
Income (loss) from
operations.............. 19,630 (487,521) (100,530) (568,421) 33,255 44,389 (10,823) 66,821
Total assets (a).......... 1,928,640 816,305 (688,032) 2,058,913 1,764,308 728,856 209,791 2,283,373
Depreciation and
amortization............ 44,006 30,507 9,236 83,749 18,483 7,408 9,397 35,288
Capital expenditures...... 27,724 26,105 2,701 56,530 15,752 23,563 15,682 54,997
Equity investments........ 8,369 3,642 -- 12,011 28,936 4,819 -- 33,755
</TABLE>
- - ---------------
(a) Included in total assets are intercompany investments eliminated at
Corporate headquarters of $759,100 and $537,912 in Industrial Services and
$104,476 and $15,139 in Metals Services for the nine months ended September
30, 1998 and 1997, respectively.
(15) CONTINGENCIES (in thousands)
(a) The Company in the normal course of its business expends funds for
environmental protection and remediation but does not expect these
expenditures to have a materially adverse effect on its financial condition
or results of operations since its business is based on compliance with
environmental laws and regulations.
Certain of the Company's facilities are contaminated as a result of
operating practices at the sites prior to their acquisition by the Company.
The Company has established procedures to routinely evaluate these sites
giving consideration to the nature and extent of the contamination. The
Company has provided for the remediation of these sites based upon
management's judgement and prior experience. The Company has estimated the
liability to remediate these sites to be $58,570.
As well, certain subsidiaries acquired by the Company have been named as a
potentially responsible or liable party in connection with sites listed on
the Superfund National Priority List ("NPL"). In the majority of
situations, the Company's connection with NPL sites relates to allegations
that its subsidiaries or their predecessors transported waste to the site
in question. The Company has reviewed the nature and extent of its alleged
connection to these sites, the number, connection and financial ability of
other named and unnamed potentially responsible parties and the nature and
estimated cost of the likely remedy. Based on its review, the Company has
estimated its liability to remediate these sites to be $5,077.
(b) Various class actions have been filed against the Company and certain of its
past and present directors and officers. Each action alleges that Philip's
financial disclosures for various time periods between 1995 and 1997
contained material misstatements or omissions in violation of U.S. federal
securities laws (provisions of the Securities Act of 1933 and of the
Securities Exchange Act of 1934) and seeks to represent a class of
purchasers of Philip's common stock. On June 2, 1998, the Judicial Panel on
Multi Jurisdictional Litigation ordered that the class actions be
consolidated and transferred to the United States District Court, Southern
District of the State of New York. On July 23, 1998, two pre-trial orders of
the US District Court of New York were made. Pre-Trial Order No. 1 dealt
with various administrative matters relating to the consolidation of the
actions and a schedule for the plaintiffs to serve
13
<PAGE> 15
PHILIP SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
and file a consolidated amended class action complaint and for the
Company's response. Pre-Trial Order No. 2 appointed a lead plaintiff and
lead counsel. On November 13, 1998, the Company filed a notice of motion in
the United States District Court, Southern District of New York for an
order dismissing the class action complaint on the grounds of forum non
conveniens.
In addition, similar claims have been asserted against the Company and
certain of its past and present officers and directors by the former
shareholders of the Steiner-Liff Metals group of companies and the
Southern-Foundry Supply group of companies. Philip acquired these companies
in October of 1997 and issued Philip common stock in part payment of the
purchase price. The claims allege that Philip's financial disclosures for
various time periods between 1995 and 1997 contain material misstatements
or omissions and that these constitute a breach of certain representations
and warranties made to the former shareholders or alternatively, a
violation of US securities laws.
A claim brought under the Ontario Class Proceedings Act was commenced on
October 26, 1998 against the Company, the underwriters of its November 1997
public offering and the Company's auditors, Deloitte & Touche. The claim
was brought on behalf of persons in Canada who purchased common shares from
November 6, 1997 to December 18, 1997 and also seeks damages on behalf of
persons in Canada who purchased common shares from May 21, 1996 to April
23, 1998. The claim contains various allegations that are similar in nature
to those made in the US class action claims. The Company has conducted a
review of the claims and determined that it is not feasible to predict or
determine the final outcome of these proceedings. The Company intends to
vigorously defend all claims but there can be no assurance that the outcome
of the class actions and related actions will not have a material adverse
effect upon the financial condition or results of operations of the
Company.
(c) The Company is named as a defendant in several lawsuits which have arisen in
the ordinary course of its business. Management believes that none of these
suits is likely to have a material adverse effect on the Company's business
or financial condition and therefore has made no provision in these
financial statements for the potential liability, if any.
(16) SUBSEQUENT EVENTS
On October 26, 1998, the Company announced that it had signed a definitive
agreement to sell certain of its aluminum operations for approximately $70
million. The transaction is expected to close on or before December 31, 1998
subject to approval by regulatory agencies and the Company's lenders. The
transaction does not include the Company's aluminum facilities in Ohio and
Quebec or certain working capital items. The businesses sold generated annual
revenue in excess of $191.5 million and income from operations of $5.2 million
in 1997. The special charges in Note 2 include the fair value adjustments for
the aluminum operations.
Effective November 13, 1998, the Company has stopped payments of interest
on the Credit Facility (Note 1). A letter was faxed to the Company on the
evening of Friday November 13, 1998 from two of its lenders which stated that if
the Company wished to avoid an involuntary insolvency proceeding, the Company
should immediately work with its lenders to formulate a prepackaged plan to
transfer control of the Company's business to its lenders. The Company's Board
of Directors will be considering a response to the letter at a meeting to take
place in the late afternoon of November 16, 1998.
14
<PAGE> 16
PHILIP SERVICES CORP.
PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion reviews the Company's operations for the three and
nine months ended September 30, 1998 and 1997 and should be read in conjunction
with the Company's audited Consolidated Financial Statements and related notes
thereto included in the Company's Form 10-K/A Amendment No. 2 for the fiscal
year ended December 31, 1997. The Company reports in U.S. dollars and in
accordance with U.S. generally accepted accounting principles.
INTRODUCTION
The Company is a supplier of metals and industrial services. The Company
has over 320 operating facilities and over 12,000 employees located throughout
North America and Europe, that provide services to approximately 50,000
industrial and commercial customers. The Company has achieved its position in
the metals recovery and industrial services markets through internal growth and
through the acquisition and integration of over 40 companies since the beginning
of 1996. The Company's primary base of operations is in the United States.
The Company's business is organized into two principal operating divisions
- - -- the Metals Services Group and the Industrial Services Group. The Metals
Services Group processes or recycles ferrous scrap materials (the "Ferrous
Operations") and non-ferrous scrap materials at multiple locations throughout
North America and Europe. The Ferrous Operations include the collection and
processing of ferrous scrap materials primarily for shipment to steel mills.
Non-ferrous operations include the refining of second grade copper into prime
ingot as well as the processing of aluminum dross to recover primary aluminum
and the production of deoxidizing products and alloys from aluminum scrap for
reuse in the steel and automotive industries respectively. Copper operations
process wire and cable scrap to recover copper. Both the ferrous and non-
ferrous operations of Philip provide significant brokerage services for scrap
materials and primary metals including ferrous, copper, and aluminum. The Metals
Services Group services the steel, telecommunications, aluminum, wire and cable
and automotive industry sectors.
The Industrial Services Group provides industrial outsourcing services,
by-products recovery and environmental services through a network of over 250
facilities in North America and Europe. Specific services include on-site
industrial services, environmental services and utilities management. On-site
industrial services include cleaning and maintenance, waste collection and
transportation, container services and tank cleaning, turnaround and outage
services, mechanical contracting and refractory services. Environmental services
range from decommissioning and remediation to emergency response and analytical
services. Utilities management services include industrial and municipal water
and wastewater treatment plants, power plants and related infrastructure. The
Industrial Services Group also provides by-products recovery services, which
include distillation, fuel blending, and the processing of organic and inorganic
materials. The Industrial Services Group services the automotive, chemical,
food, beverage, oil and gas, paint and coatings, petrochemical and pulp and
paper industry sectors, as well as public sector clients responsible for water
and wastewater treatment.
The Company earns revenue from the delivery of on-site industrial services,
the sale of recovered commodities and from fees charged to customers for
by-product transfer and processing, collection and disposal services. The
Company receives by-products and, after processing, disposes of the residuals at
a cost lower than the fees charged to its customers. Other sources of revenue
are fees charged for environmental consulting and engineering and other
services.
The Company's operating expenses include direct and indirect labor and the
related taxes and benefits, fuel, maintenance and repairs of equipment and
facilities, depreciation, property taxes, and accrual for future closure and
remediation costs. Selling, general and administrative expenses include
management salaries, clerical and administrative costs, professional services,
facility rentals and insurance costs, as well as costs related to the Company's
marketing and sales force.
15
<PAGE> 17
DIVESTITURE PLANS
On June 2, 1998, the Company announced its intention to sell its Metals
Services Group. On July 7, 1998, the Company's Houston, Texas based steel
distribution business was sold for cash proceeds of $93 million, resulting in a
gain on sale of approximately $17 million.
On October 26, 1998, the Company announced that it had signed a definitive
agreement to sell certain of its aluminum operations for approximately $70
million. The transaction does not include the Company's aluminum facilities in
Ohio and Quebec and certain working capital items. Fair value adjustments for
the aluminum operations have been included in Special Charges.
The Company is actively pursuing the sale of its US Ferrous operations.
Based on current estimates of fair value, an adjustment to the goodwill related
to US Ferrous has been recorded in Special Charges.
The Company continues to review the divestiture of certain of its non-core
businesses or investments which are currently part of the Industrial Services
Group. The proceeds which may be raised from this divestiture are currently
unknown. The annual revenue of these businesses is approximately $120 million
and the net book value of the assets is approximately $100 million.
A gain or loss may be recorded on the divestitures but the amount cannot be
determined until definitive arrangements are reached. In addition, costs with
respect to restructuring operations may be necessary but are not quantifiable at
this time.
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, the percentage
relationships which the various items in the Consolidated Statements of Earnings
bear to consolidated revenue.
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30 SEPTEMBER 30
------------- ------------
1998 1997 1998 1997
----- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue
Metals services........................................ 45% 60% 52% 68%
Industrial services.................................... 55% 40% 48% 32%
----- ---- ---- ----
100% 100% 100% 100%
Operating expenses....................................... 87% 80% 89% 83%
Special charges.......................................... 82% 2% 24% 1%
Selling, general and administrative...................... 22% 7% 13% 7%
Depreciation and amortization............................ 5% 3% 4% 3%
----- ---- ---- ----
Income (loss) from operations............................ (96%) 8% (30%) 6%
Interest expense......................................... 4% 3% 4% 3%
Other income and expense -- net.......................... 4% -- -- (1%)
----- ---- ---- ----
Earnings (loss) before tax............................... (104%) 5% (34%) 4%
Income taxes............................................. 16% 1% 4% 1%
----- ---- ---- ----
Net earnings (loss)...................................... (120%) 4% (38%) 3%
===== ==== ==== ====
</TABLE>
NET EARNINGS
For the three months ended September 30, 1998, the Company incurred a net
loss of $645.4 million or $4.92 per share. This compares to net earnings of
$19.5 million and $0.21 per share on a diluted basis for the three months ended
September 30, 1997. For the nine months ended September 30, 1998 the Company
incurred a loss of $719.0 million or $5.48 per share. This compares to net
earnings of $33.3 million and $0.43 per share on a diluted basis for the same
period in 1997.
The net loss for the three and nine months ended September 30, 1998 was
impacted by special charges of $536.3 million and $547.8 million respectively,
which are more fully discussed below. An income tax valuation
16
<PAGE> 18
allowance of $84.4 million was recorded in the three and the nine months ended
September 30, 1998 related to Canadian operating losses which were previously
recognized, which is more fully discussed below.
Excluding these charges, the Company had a net loss of $87 million or $0.66
per share for the nine months ended September 30, 1998 and a net loss of $24.7
million or $0.19 per share for the three months ended September 30, 1998.
REVENUE
Consolidated revenue for the three and nine months ended September 30, 1998
compared with the same period in 1997 is shown in the following table:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30 NINE MONTHS ENDED JUNE 30
--------------------------------- ---------------------------------
1998 % 1997 % 1998 % 1997 %
------- ----- ------- ----- -------- ---- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Metals Services.......... $240.6 45% $301.6 60% $ 990.1 52% $ 763.3 68%
Industrial Services...... 296.6 55% 205.2 40% 909.0 48% 366.8 32%
------ ---- ------ ---- -------- ---- -------- ----
Total.................... $537.2 100% $506.8 100% $1,899.1 100% $1,130.1 100%
====== ==== ====== ==== ======== ==== ======== ====
</TABLE>
The Metals Services Group revenue for the three months ended September 30,
1998 reflects a net decrease in revenue of $61 million compared with the same
period in 1997. A decrease in revenue of $156 million was reported due to the
sale of the steel distribution business in July 1998, exiting the copper
operations and a decrease in volume and selling prices in the ferrous and
non-ferrous operations in the third quarter of 1998. The acquisition of Luria
Brothers and four other businesses in late 1997 contributed an increase in
revenue of approximately $95 million. The increase in revenue for the nine
months ended September 30, 1998 of $227 million compared with the same period in
1997 was attributable to $455 million from acquisitions netted with a decrease
in copper operations revenue, a decrease in volume and selling prices in the
ferrous and non-ferrous operations and the sale of the steel distribution
business in July 1998.
The Industrial Services Group revenue for the three months ended September
30, 1998 increased by $91 million compared with the same period in 1997. The
acquisitions of Allwaste and Serv-Tech as well as two other new businesses
contributed approximately $76 million of the revenue increase. The remainder of
the increase, or approximately $15 million, came from the expansion of service
offerings of existing businesses and internal growth. The increase in revenue
for the nine months ended September 30, 1998 of $542 million compared with the
same period in 1997 was attributable to $451 million from acquisitions and $91
million from the expansion of service offerings in existing businesses and
internal growth.
OPERATING EXPENSES
As a percentage of revenue, operating expenses for the three months and
nine months ended September 30, 1998 were 87% and 89%, respectively, compared to
80% and 83%, respectively, in the same periods of 1997. The increase was
principally caused by losses in the copper operations to liquidate inventory
which is discussed below.
OPERATING RESULTS
The operating results for the Metals Services Group reflect the following:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------------------------------------------------------------
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
--------------------------------------- --------------------------------------
FERROUS NON-FERROUS COPPER TOTAL FERROUS NON-FERROUS COPPER TOTAL
------- ----------- ------ ------ ------- ----------- ------ -----
($ MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue........................ 150.8 80.5 9.3 240.6 142.1 122.0 37.5 301.6
Income (loss) from
operations................... (344.6) (76.2) (15.2) (436.0) 18.2 3.4 (3.4) 18.2
Income (loss) from operations
excluding special charges.... (1.4) (6.2) 1.2 (6.4) 18.2 3.4 5.4 27.0
</TABLE>
17
<PAGE> 19
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
--------------------------------------------------------------------------------
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
--------------------------------------- --------------------------------------
FERROUS NON-FERROUS COPPER TOTAL FERROUS NON-FERROUS COPPER TOTAL
------- ----------- ------ ------ ------- ----------- ------ -----
($ MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue........................ 654.9 301.0 34.2 990.1 332.4 287.0 144.0 763.4
Income (loss) from
operations................... (319.9) (73.3) (94.3) (487.5) 33.4 4.9 6.1 44.4
Income (loss) from operations
excluding special charges.... 23.3 (3.3) (77.9) (57.9) 33.4 4.9 10.3 48.6
</TABLE>
The increase in revenue for the ferrous operations of $8.7 million and
$322.5 million in the three months and nine months ended September 30, 1998,
respectively, was due primarily to the acquisition of businesses in fiscal 1997.
This increase was offset by lower volume and sale prices for scrap, largely
attributable to reduced shipments of domestic scrap material to Asian markets
and higher imports, causing an oversupply in the market in the United States,
and the sale of the steel distribution business in July 1998. The lower prices
and volumes are reflected in income from operations excluding special charges as
a percentage of revenue, which was (0.9%) and 4% for the three and nine months
ended September 30, 1998, as compared to 12.8% and 10.0% for the three and nine
months ended September 30, 1997.
The increase in revenue from non-ferrous operations of $14.0 million for
the nine months September 30, 1998 was due primarily to acquisitions in fiscal
1997. The increase in revenue in the three and nine months ended September 30,
1998 was offset by lower sales prices and volumes in the period. Income from
operations excluding special charges as a percentage of revenue was (7.7%) and
(1.1%) for the three months and nine months ended September 30, 1998, compared
to 2.8% and 1.7% for the three months and nine months ended September 30, 1997
due to the lower sale prices and volumes.
Revenue and income from the copper operations for the three months and nine
months ended September 30, 1998 were significantly less than the same period in
the prior year. The copper operations, which include the scrap copper wire and
cable processing operations maintained primarily in the Company's Hamilton,
Ontario yards, are being shut down.
The operating results for the Industrial Services Group reflect the
following:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
-----------------------------------------------------------------
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
------------------------------- -------------------------------
BY-PRODUCTS OTHER ISG TOTAL BY-PRODUCTS OTHER ISG TOTAL
----------- --------- ----- ----------- --------- -----
($ MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Revenue................................ 51.2 245.4 296.6 55.9 149.3 205.2
Income (loss) from operations.......... 0.6 (7.4) (6.8) 3.4 21.4 24.8
Income from operations excluding
special charges...................... 0.6 9.0 9.6 3.4 21.4 24.8
</TABLE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-----------------------------------------------------------------
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
------------------------------- -------------------------------
BY-PRODUCTS OTHER ISG TOTAL BY-PRODUCTS OTHER ISG TOTAL
----------- --------- ----- ----------- --------- -----
($ MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Revenue................................ 153.0 756.0 909.0 143.6 223.2 366.8
Income from operations................. 1.4 18.2 19.6 6.5 26.8 33.3
Income from operations excluding
special charges...................... 1.4 34.6 36.0 6.5 26.8 33.3
</TABLE>
The increase in revenue from the Company's Industrial Services Group of
$91.4 million and $542.2 million for the three months and nine months ended
September 30, 1998 respectively, was due primarily to the acquisition of
Allwaste and Serv-Tech as well as of other businesses in fiscal 1997. Income
from operations excluding special charges as a percentage of revenue was 3.2%
and 4.0% for the three months and nine months ended September 30, 1998 compared
to 12.1% and 9.1% for the three months and nine months ended
18
<PAGE> 20
September 30, 1997 due to margin deterioration given competitive market
pressures and a different mix of business which has resulted after the
acquisitions in 1997. The nine month results for 1998 have also been impacted by
a cost overrun on a large turnaround project and severance costs incurred in the
second quarter.
SPECIAL CHARGES
For the nine months ended September 30, 1998, the Company recorded a charge
of $454.5 million reflecting the effects of (a) decisions made with respect to
the disposition of the Aluminum and US Ferrous operations, (b) impairment of
fixed assets and related goodwill resulting both from decisions to exit various
business locations or activities and dispose of the related assets, and as a
result of the significant deterioration in the metals markets and business
operations of the Company in the third quarter of 1998 and, (c) assessments of
the recoverability of fixed assets and the related goodwill of business units in
continuing use, as a result of the significant deterioration in the metals
markets and business operations of the Company in the third quarter of 1998.
Included in selling, general and administrative costs in the three months
ended September 30, 1998 are special charges of $55 million of which $20 million
relates to charges for financing fees and debt restructuring costs. On August
31, 1998, the Company filed its quarterly compliance certificate with its
syndicate of lenders which indicated the Company was not in compliance with the
provisions of its credit agreement. Management is in active discussions with its
lenders to secure appropriate financing arrangements, however no alternative
agreement has been reached. As a result, deferred financing costs which were
previously amortized over the life of the credit agreement have been expensed as
well as costs related to the continued negotiations with the lenders were
recorded in the three months ended September 30, 1998. In addition, the
Company's current financial position, its planned divestitures, litigation with
debtors, unexpected financial difficulties of certain customers and a general
deterioration in customer market conditions have necessitated the recording of
an additional provision for doubtful accounts of $25 million. The remainder of
the charges recorded in selling, general and administrative costs relate to
severance payments and other costs recorded in the three months ended September
30, 1998 relating to ongoing cost reduction measures and restructuring.
In the third quarter of 1998, the Company recorded writedowns on
investments of $38.3 million in Other income and expense -- net. The Company's
26.8% investment in Innovative Valve Technologies Inc. ("Invatec"), is accounted
for using the equity method of accounting. Invatec is a publicly traded company
providing comprehensive maintenance, repair, replacement and value added
distribution services of industrial valves and process system components.
Invatec is in default of its covenants with its lenders and continues to
experience operating losses. The reduction in carrying value of $25 million
gives effect to an other than temporary decline in value which is reflected by
the current market performance of its shares. The Company's investment in
Strategic Holdings Inc., which is accounted for at cost, is planned to be sold
in the fourth quarter of 1998 for less than its book value. Accordingly, a
writedown of the investment of $13.3 million was recorded in the three months
ended September 30, 1998 as part of Other income and expense-net.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses have increased over the prior
year due to the recording of special charges of $55 million, the consolidation
of selling, general and administrative expenses of companies acquired and the
addition of sales and marketing staff and corporate staff to manage the
increased volume of business.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization of fixed assets and goodwill for the three
months ended September 30, 1998 was $28.5 million, representing an increase of
$10.8 million over the same period in 1997 due to acquisitions completed by the
Company in the prior year. Depreciation and amortization of fixed assets and
goodwill for the nine months ended September 30, 1998 was $83.8 million
representing an increase of $48.5 million over the same period in 1997.
19
<PAGE> 21
INTEREST EXPENSE
Interest expense for the three months ended September 30, 1998 was $24.1
million, and for the nine months ended September 30, 1998 was $66.4 million,
representing an increase of $11.0 million and $39.3 million, respectively, over
the same periods in 1997. This increase was primarily attributable to increased
borrowings to finance the Company's growth by acquisition and fixed asset
expansion, together with working capital requirements to support the Company's
increased revenue base.
OTHER INCOME AND EXPENSE -- NET
Other income and expense -- net for the three months ended September 30,
1998, includes a net gain of $17.2 million before tax on the sale of the steel
distribution business, writedowns on investments of $38.3 million, described in
Special Charges as well as $1.9 million of interest and equity income.
Other income and expense -- net for the nine months ended September 30,
1998 consists primarily of a net gain of $17.2 million before tax on the sale of
the steel distribution business, writedowns on investments of $38.3 million
described in Special Charges and net proceeds on the termination of the merger
agreement to acquire Safety-Kleen Corp. in the first quarter of 1998 of $14.7
million as well as $5.7 million of interest and equity income.
Other income and expense -- net for the three and nine months ended
September 30, 1997 includes a $2.8 million gain before tax on the sale of shares
received as part of the proceeds on the sale of the Company's municipal and
commercial solid waste business in 1996. The shares, which were restricted at
the time of receipt, were sold by the Company in February 1997 following the
removal of the restriction.
INCOME TAXES
The Company is required to record a valuation allowance for deferred tax
assets which management believes it is more likely than not that the asset will
not be realized. Based on the level of historical taxable income and projections
for future taxable income over the periods in which the net operating losses are
deductible, it was determined that it is more likely than not that the Company
will not realize the benefit of the Canadian deferred tax debit which arose in
the quarter, the US deferred tax debit resulting from the special charges and
the Canadian deferred tax debits which arose in prior years. Therefore, a
valuation allowance of $188 million and $214 million was recorded for the three
and nine months ended September 30, 1998, respectively.
FINANCIAL CONDITION
LIQUIDITY AND CREDIT FACILITY
In August 1997, the Company signed a five year term, revolving credit
agreement, which was amended in October 1997, February 1998, and June 1998 and
October 1998 ("the Credit Facility"), with a syndicate of international lenders
which originally provided for up to $1.5 billion in borrowings, subject to
compliance with specified availability tests. Borrowings under the Credit
Facility are guaranteed by the Company's wholly-owned subsidiaries and are
secured by a pledge of all of the issued and outstanding securities and all the
present and future assets held by the Company in all of its subsidiaries. At
September 30, 1998, the Company was not in compliance with certain covenants in
the Credit Facility, including the financial covenants, which require the
Company to maintain a specified interest coverage ratio, debt to EBITDA ratio,
fixed charge ratio and working capital ratio. As the Company is not in
compliance with the terms of its Credit Facility, the debt outstanding under the
Credit Facility continues to be classified as a current liability on the
Company's September 30, 1998 Consolidated Balance Sheet. Pursuant to the June
1998 amendment to the Credit Facility, the facility was reduced from US$1.5
billion to US$1.2 billion, the interest rate charged was increased by 100 basis
points, the Company was permitted access to US$60 million of the proceeds
arising from an asset disposition of which $20 million was allocated to provide
collateral for letters of credit and the Company agreed to a standstill until
September 30, 1998 respecting the incurrence of additional debt and the
occurrence of dispositions or acquisitions. On October 20, 1998, the Credit
Facility was further amended to
20
<PAGE> 22
permit the use of the letter of credit facility for general corporate and other
purposes and to extend the Company standstill on certain activities until June
30, 1999.
At September 30, 1998, the Company had undrawn credit capacity under the
Credit Facility of approximately $135 million, net of letters of credit
outstanding, which amounted to $59 million. However, for as long as the Company
is not in compliance with certain covenants in the Credit Facility, the Company
cannot draw on this credit capacity without lender approval.
At September 30, 1998, the Company's working capital deficiency was $689
million, representing a decrease of $1.1 billion from December 31, 1997. This
deficiency is attributable to the fact that the debt outstanding under the
Credit Facility of $1.0 billion was classified as a current liability at
September 30, 1998.
Inventory for resale, a significant component of the working capital at
September 30, 1998, has decreased by $145 million since December 31, 1997, due
to the liquidation of copper inventories given the intention to exit this
business and the sale of the steel distribution business in July 1998.
The Company's ability to satisfy its obligations and commitments during the
next quarter and for the longer term, requires the Company's lenders to consent
to substantive changes to the terms and conditions of the Credit Facility. As a
first step in reaching agreement on a new financing arrangement, the Company is
negotiating a standstill agreement with its lenders with respect to matters of
non-compliance under the Credit Facility for a period ending June 30, 1999. As
part of its proposal, the Company has stopped making payments of interest under
the Credit Facility, and has requested that its lenders allow it to retain
certain proceeds from asset sales. No agreement has yet been reached with the
Company's lenders on either of these matters.
A letter was faxed to the Company on the evening of Friday November 13,
1998 from two of its lenders which stated that if the Company wished to avoid an
involuntary insolvency proceeding, the Company should immediately work with its
lenders to formulate a prepackaged plan to transfer control of the Company's
business to its lenders. The Company's Board of Directors will be considering a
response to the letter at a meeting to take place in the late afternoon of
November 16, 1998.
CAPITAL EXPENDITURES
Capital expenditures were $56.5 million during the nine months ended
September 30, 1998 compared to $55.0 million during the same period of 1997.
YEAR 2000
STATE OF READINESS
The Year 2000 issue affects computer systems that have time sensitive
programs that may not properly recognize the year 2000. The Company is actively
engaged, but has not yet completed, reviewing, correcting and testing all of the
Year 2000 compliance issues. The Company has conducted detailed inventories and
has identified all items with potential Year 2000 impact. Through compliance
research, the Company is validating the Year 2000 compliance requirements of
inventoried items to assess the impact of the Year 2000 issue and developing the
remediation scenarios and project plans for each individual business site.
The Company's Year 2000 project is divided into four main sections --
infrastructure, applications software, third-party suppliers and customers and
industrial equipment and instrumentation. The infrastructure section addresses
all hardware and systems software other than the application software. All
hardware and system software, which is considered to be high impact to the
business will be tested, whether or not there is a date issue. The application
software section addresses all application software for both the conversion of
applications software which are not Year 2000 compliant and where available from
the supplier, the replacement or upgrade of the software. These projects are
currently on schedule. The Company has initiated and is reviewing formal
communications with third parties who provide goods or services which are
essential to the day to day operations. All critical vendors, subcontractors and
business partners will be assessed to ensure the smooth transition into the next
millennium. The industrial equipment and instrumentation section will address
our automated plant and site equipment.
21
<PAGE> 23
COSTS
The total costs for 1998 for the Year 2000 project is expected to be $5
million and will be expensed as incurred. Management has estimated the costs for
the project to be approximately $20 million including costs for software and
hardware upgrades based on management's best estimates which were derived
utilizing numerous assumptions of future events including the continued
availability of certain resources, third parties' Year 2000 readiness and other
factors.
RISKS
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially or adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, the Company is unable to
determine at this time whether the consequences of Year 2000 failures will have
a material impact on the results of operations, liquidity and financial
condition.
CONTINGENCY PLANS
The Year 2000 project will have contingency plans in place for all four
major sections of the project. However, since system testing has not begun, no
Year 2000 specific contingency plans have developed at this time.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the results of operations and businesses of the Company. These forward-looking
statements involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated or projected,
forecast, estimated or budgeted in such forward-looking statements include,
among others, the following: (1) heightened competition, including the
intensification of price competition and the entry of new competitors; (2)
adverse state, federal and Canadian legislation and regulation; (3) failure to
obtain new customers or retain existing customers; (4) inability to carry out
marketing and/or expansion plans; (5) failure to successfully integrate acquired
businesses and/or to acquire additional businesses on favorable terms; (6) loss
of key executives; (7) changes in interest rates; (8) general economic and
business conditions which are less favorable than expected; (9) unanticipated
changes in industry trends; (10) liquidity and the ability of the Company to
renegotiate its Credit Facility; (11) the impact of outstanding class actions
and related claims; and (12) the ability of the Company to successfully complete
the proposed divestitures. These factors and other risks are discussed in the
Company's Prospectus dated November 6, 1997 included in its Registration
Statement on Form S-1 (File No. 333-36549) and from time to time in the
Company's filings with the Securities and Exchange Commission and other
regulatory authorities.
22
<PAGE> 24
PART II -- OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
From time to time, the Company is named a defendant in legal actions
arising out of the normal course of business. The Company maintains liability
insurance against risks arising out of the normal course of business. There can
be no assurance that such insurance will be adequate to cover all such
liabilities. The following describes pending legal proceedings other than
ordinary, routine litigation incidental to its business.
In January 1997, the State of Missouri brought an enforcement action
against Solvent Recovery Company and the Company in state court alleging
numerous violations of hazardous waste regulations at the Company's Kansas City,
Missouri facility. Included were allegations that alterations or additions to
the facility's operations had been implemented without required modification of
the facility's hazardous waste permit as well as allegations of numerous
deficiencies under regulations and the permit in the accumulation, record
keeping, inspection, labeling, transportation and handling of such waste. The
Company and the State of Missouri have agreed upon a current payment of
$255,000, with a remaining future payment of $125,000 still the subject of
ongoing negotiations. The Company does not expect that the matter will have a
material adverse effect on the Company's results of operations or financial
position.
Various class actions have been filed against the Company and certain of
its past and present directors and officers. Each action alleges that Philip's
financial disclosures for various time periods between 1995 and 1997 contained
material misstatements or omissions in violation of U.S. federal securities laws
(provisions of the Securities Act of 1933 and of the Securities Exchange Act of
1934) and seeks to represent a class of purchasers of Philip's common stock. On
June 2, 1998, the Judicial Panel on Multi Jurisdictional Litigation ordered that
the class actions be consolidated and transferred to the United States District
Court, Southern District of the State of New York. On July 23, 1998, two
pre-trial orders of the US District Court of New York were made. Pre-Trial Order
No. 1 dealt with various administrative matters relating to the consolidation of
the actions and a schedule for the plaintiffs to serve and file a consolidated
amended class action complaint and for the Company's response. Pre-Trial Order
No. 2 appointed a lead plaintiff and lead counsel. On November 13, 1998, the
Company filed a notice of motion in the United States District Court, Southern
District of New York for an order dismissing the class action complaint on the
grounds of forum non conveniens.
In addition, similar claims have been asserted against the Company and
certain of its past and present officers and directors by the former
shareholders of the Steiner-Liff Metals group of companies and the
Southern-Foundry Supply group of companies. Philip acquired these companies in
October of 1997 and issued Philip common stock in part payment of the purchase
price. The claims allege that Philip's financial disclosures for various time
periods between 1995 and 1997 contain material misstatements or omissions and
that these constitute a breach of certain representations and warranties made to
the former shareholders or alternatively, a violation of US securities laws.
A claim brought under the Ontario Class Proceedings Act was commenced on
October 26, 1998 against the Company, the underwriters of its November 1997
public offering and the Company's auditors, Deloitte & Touche. The claim was
brought on behalf of persons in Canada who purchased common shares from November
6, 1997 to December 18, 1997 and also seeks damages on behalf of persons in
Canada who purchased common shares from May 21, 1996 to April 23, 1998. The
claim contains various allegations that are similar in nature to those made in
the US class action claims. The Company has conducted a review of the claims and
determined that it is not feasible to predict or determine the final outcome of
these proceedings. The Company intends to vigorously defend all claims but there
can be no assurance that the outcome of the class actions and related actions
will not have a material adverse effect upon the financial condition or results
of operations of the Company.
ITEM 2: CHANGES IN SECURITIES
(C) SALES OF UNREGISTERED SECURITIES
None.
23
<PAGE> 25
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
At September 30, 1998, the Company was not in compliance with certain
covenants in the Credit Facility, including the financial covenants, which
require the Company to maintain a specified interest coverage ratio, debt to
EBITDA ratio, fixed charge ratio and working capital ratio. As the Company is
not in compliance with the terms of its Credit Facility, the debt outstanding
under the Credit Facility continues to be classified as a current liability on
the Company's September 30, 1998 Consolidated Balance Sheet.
Pursuant to the June 1998 amendment to the Credit Facility, the facility
was reduced from US$1.5 billion to US$1.2 billion, the interest rate charged was
increased by 100 basis points, the Company was permitted access to US$60 million
of the proceeds arising from an asset disposition of which $20 million was
allocated to provide collateral for letters of credit and the Company agreed to
a standstill until September 30, 1998 respecting the incurrence of additional
debt and the making of dispositions or acquisitions. On October 20, 1998, the
Credit Facility was further amended to permit the use of the letter of credit
facility for general corporate and other purposes and to extend the Company
standstill on certain activities until June 30, 1999.
Effective November 13, 1998, the Company has stopped payments of interest
on the Credit Facility. A letter was faxed to the Company on the evening of
Friday November 13, 1998 from two of its lenders which stated that if the
Company wished to avoid an involuntary insolvency proceeding, the Company should
immediately work with its lenders to formulate a prepackaged plan to transfer
control of the Company's business to its lenders. The Company's Board of
Directors will be considering a response to the letter at a meeting to take
place in the late afternoon of November 16, 1998.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
ITEM 5: OTHER INFORMATION
None.
24
<PAGE> 26
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <S>
3.1* Articles of Amalgamation of Lincoln Waste Management Inc.
(previous name of the Registrant) dated April 15, 1991
3.2* Articles of Amendment of the Registrant dated June 26, 1991
3.3* Articles of Amendment of the Registrant dated July 10, 1991
3.4* Articles of Amendment of the Registrant dated May 22, 1997
3.5* Bylaws of Lincoln Waste Management Inc. (previous name of
the Registrant) dated August 16, 1990
4.1* Indenture dated as of June 1, 1989, 7% Convertible
Subordinated Debentures due 2014 between Allwaste, Inc. and
Texas Commerce Trust Company of New York
4.2* Specimen of Common Stock Certificate
10.1* 1991 Stock Option Plan
10.2* 1997 Amended and Restated Stock Option Plan
10.3* Amended and Restated Shareholder Rights Plan Agreement dated
as of May 19, 1995 between Philip Environmental Inc.
(previous name of Registrant) and Montreal Trust Company of
Canada
10.4+ Credit Agreement dated as of August 11, 1997 among Philip
Services Corp., Philip Environmental (Delaware), Inc.,
Canadian Imperial Bank of Commerce, Bankers Trust Company,
Dresdner Bank of Canada, Dresdner Bank AG/New York/ New York
Branch, Royal Bank of Canada and the various persons from
time to time subject to the Credit Agreement as Lenders
10.5* Amending Agreement No. 1 to the Credit Agreement dated as of
August 11, 1997 among Philip Services Corp., Philip Services
(Delaware), Inc. and Canadian Imperial Bank of Commerce, as
administrative agent made as of October 31, 1997
10.6* Amending Agreement No. 2 to the Credit Agreement dated as of
August 11, 1997 among Philip Services Corp., Philip Services
(Delaware), Inc. and Canadian Imperial Bank of Commerce, as
administrative agent made as of February 19, 1998
10.7** Amending Agreement No. 3 to the Credit Agreement dated as of
August 11, 1997 among Philip Services Corp., Philip Services
(Delaware), Inc. and Canadian Imperial Bank of Commerce, as
administrative agent made as of June 24, 1998.
10.8 Amending Agreement No. 4 to the Credit agreement dated as of
August 11, 1997 among Philip Services (Delaware), Inc. and
Canadian Imperial Bank of Commerce, as administrative agent
made as of October 20, 1998.
27 Financial Data Schedule
</TABLE>
- - ---------------
+ Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form S-1 (Registration Statement No. 333-36549)
* Incorporated by reference to the exhibits filed with the Company's Annual
Report on Form 10-K/A Amendment No. 2 for the fiscal year ended December 31,
1997.
** Incorporated by reference to the exhibits filed with the Company's Quarterly
report for the three months ended June 30, 1998.
(B) REPORTS ON FORM 8-K
None.
25
<PAGE> 27
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant, has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PHILIP SERVICES CORP.
By: /s/ PHILLIP WIDMAN
Phillip Widman
Executive Vice President &
Chief Financial Officer
Dated: November 16, 1998
26
<PAGE> 28
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- - ------- ----------- --------
<C> <S> <C>
3.1* Articles of Amalgamation of Lincoln Waste Management Inc.
(previous name of the Registrant) dated April 15, 1991......
3.2* Articles of Amendment of the Registrant dated June 26,
1991........................................................
3.3* Articles of Amendment of the Registrant dated July 10,
1991........................................................
3.4* Articles of Amendment of the Registrant dated May 22,
1997........................................................
3.5* Bylaws of Lincoln Waste Management Inc. (previous name of
the Registrant) dated August 16, 1990.......................
4.1* Indenture dated as of June 1, 1989, 7% Convertible
Subordinated Debentures due 2014 between Allwaste, Inc. and
Texas Commerce Trust Company of New York....................
4.2* Specimen of Common Stock Certificate........................
10.1* 1991 Stock Option Plan......................................
10.2* 1997 Amended and Restated Stock Option Plan.................
10.3* Amended and Restated Shareholder Rights Plan Agreement dated
as of May 19, 1995 between Philip Environmental Inc.
(previous name of Registrant) and Montreal Trust Company of
Canada......................................................
10.4+ Credit Agreement dated as of August 11, 1997 among Philip
Services Corp., Philip Environmental (Delaware), Inc.,
Canadian Imperial Bank of Commerce, Bankers Trust Company,
Dresdner Bank of Canada, Dresdner Bank AG/New York/New York
Branch, Royal Bank of Canada and the various persons from
time to time subject to the Credit Agreement as Lenders.....
10.5* Amending Agreement No. 1 to the Credit Agreement dated as of
August 11, 1997 among Philip Services Corp., Philip Services
(Delaware), Inc. and Canadian Imperial Bank of Commerce, as
administrative agent made as of October 31, 1997............
10.6* Amending Agreement No. 2 to the Credit Agreement dated as of
August 11, 1997 among Philip Services Corp., Philip Services
(Delaware), Inc. and Canadian Imperial Bank of Commerce, as
administrative agent made as of February 19, 1998...........
10.7** Amending Agreement No. 3 to the Credit Agreement dated as of
August 11, 1997 among Philip Services Corp., Philip Services
(Delaware), Inc and Canadian Imperial Bank of Commerce, as
administrative agent made as of June 24, 1998...............
10.8 Amending Agreement No. 4 to the Credit agreement dated as of
August 11, 1997 among Philip Services (Delaware), Inc. and
Canadian Imperial Bank of Commerce, as administrative agent
made as of October 20, 1998.................................
27 Financial Data Schedule.....................................
</TABLE>
- - ---------------
+ Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form S-1 (Registration Statement No. 333-36549).
* Incorporated by reference to the exhibits filed with the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997.
** Incorporated by reference to the exhibits filed with the Company's Quarterly
report for the three months ended June 30, 1998.
<PAGE> 1
AMENDING AGREEMENT NO. 4
------------------------
THIS IS AN AMENDING AGREEMENT made as of October 20, 1998 among PHILIP
SERVICES CORP. (the "CDN. BORROWER"), as a borrower in Canada , PHILIP SERVICES
(DELAWARE), INC. (the "U.S. BORROWER"), as a borrower in the United States of
America, and CANADIAN IMPERIAL BANK OF COMMERCE (the "ADMINISTRATIVE AGENT"), as
administrative agent on behalf of itself, the Lenders, the Other Agents and
their respective Eligible Affiliates.
WHEREAS:
A. The Cdn. Borrower and the U.S. Borrower, as borrowers (the "BORROWERS"),
the Persons from time to time parties to such agreement as lenders (the
"LENDERS"), the Administrative Agent, as administrative agent for the
Lenders, Bankers Trust Company, as syndication agent, Canadian Imperial
Bank of Commerce and Bankers Trust Company, as co-arrangers, and Dresdner
Bank Canada and Dresdner Bank AG New York Branch, as documentation agents,
are parties to a credit agreement dated as of August 11, 1997 as amended by
amending agreements dated as of October 31, 1997, February 19, 1998 and
June 24, 1998 (the "CREDIT AGREEMENT").
B. The Borrowers have requested an amendment to the Credit Agreement to expand
the purposes for which the Cdn. Borrower may incur Debt under standby
letters of credit.
C. The Lenders, subject to the terms and conditions set forth in this amending
agreement, have consented to the amendments to the Credit Agreement
effected by this amending agreement and have authorized the Administrative
Agent to execute and deliver this amending agreement to the Borrowers on
behalf of itself, the Lenders, the Other Agents and their respective
Eligible Affiliates.
NOW THEREFORE THIS AMENDING AGREEMENT WITNESSES that, in consideration
of the mutual covenants and agreements contained in this amending agreement and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Borrowers and the Administrative Agent, on behalf of
itself, the Lenders, the Other Agents and their respective Eligible Affiliates,
agree as follows:
<PAGE> 2
-2-
ARTICLE ONE
INTERPRETATION
SECTION 1.01 ONE AGREEMENT: This amending agreement amends the Credit Agreement.
This amending agreement and the Credit Agreement shall be read, interpreted,
construed and have effect as, and shall constitute, one agreement with the same
effect as if the amendments made by this amending agreement had been contained
in the Credit Agreement as of the date of this amending agreement.
SECTION 1.02 DEFINED TERMS: In this amending agreement, unless something in
the subject matter or context is inconsistent:
(a) terms defined in the description of the parties or in the
recitals have the respective meanings given to them in the
description or recitals, as applicable; and
(b) all other capitalized terms have the respective meanings given
to them in the Credit Agreement as amended by Article Two of
this amending agreement.
SECTION 1.03 HEADINGS: The headings of the Articles and Sections of this
amending agreement are inserted for convenience of reference only and shall not
affect the construction or interpretation of this amending agreement.
SECTION 1.04 REFERENCES: All references to Articles and Sections, unless
otherwise specified, are to Articles and Sections of the Credit Agreement.
ARTICLE TWO
AMENDMENTS
SECTION 2.01 NEGATIVE COVENANTS - DEBT: Subsection 8.02(a)(ix) of the
Credit Agreement is deleted in its entirety and the following new subsection
8.02(a)(ix) is substituted in its place:
"(ix) standby letters of credit in an aggregate amount of not more than
U.S. $20,000,000 (or the Equivalent Amount in any other currency or
currencies) issued for the account of the Cdn. Borrower (to provide
credit support to suppliers of the North American metals business of
the Restricted Parties, or for other proper purposes in the ordinary
course of business of the Restricted Parties, or to support the
payroll and other ordinary course cash management requirements of the
Restricted Parties) by a Person who is a Lender pursuant to a standby
letter of credit facility (the "PERMITTED LC FACILITY") established
outside of this Agreement, provided that the debts and liabilities of
the Cdn. Borrower under such standby letter of credit facility are
unsecured except for the Permitted LC
<PAGE> 3
-3-
Facility Cash Collateral Security."
SECTION 2.02 NEGATIVE COVENANTS - ADDITIONAL STANDSTILL RESPECTING CERTAIN
ACTIVITIES: Subsection 8.02(v) of the Credit Agreement is amended by revising
the reference to "September 30, 1998" in the third line of the main paragraph of
such subsection to read "June 30, 1999".
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 CONFIRMATION OF REPRESENTATIONS: Each of the Borrowers represents
and warrants that, as at the date of this amending agreement and assuming that
the amendments made to the Credit Agreement by this amending agreement have
become effective, no Insolvency Event of Default has occurred and is continuing.
ARTICLE FOUR
GENERAL
SECTION 4.01 CONFIRMATION: The Credit Agreement, as amended by this amending
agreement, is hereby confirmed by the Borrowers and the Administrative Agent, on
behalf of itself, the Lenders, the Other Agents and their respective Eligible
Affiliates.
SECTION 4.02 BINDING NATURE: This amending agreement shall enure to the benefit
of and be binding upon the Borrowers, the Administrative Agent, the Lenders, the
Other Agents, their respective Eligible Affiliates and their respective
successors and permitted assigns.
SECTION 4.03 CONFLICTS: If, after the date of this amending agreement, any
provision of this amending agreement is inconsistent with any provision of the
Credit Agreement, the relevant provision of this amending agreement shall
prevail.
<PAGE> 4
-4-
SECTION 4.04 ACKNOWLEDGEMENT AND NO WAIVERS: The Borrowers acknowledge that
Defaults have occurred and are continuing under the Credit Agreement including,
without limitation, (a) Events of Default under subsection 9.01(c) of the Credit
Agreement because the Cdn. Borrower is not in compliance with the Interest
Coverage Ratio requirements of subsection 8.03(a) of the Credit Agreement, the
Adjusted Debt to EBITDA Covenant Ratio requirements of subsection 8.03(e) of the
Credit Agreement, the Debt to EBITDA Covenant Ratio requirements of subsection
8.03(b) of the Credit Agreement, and the Working Capital Ratio requirements of
subsection 8.03(d) of the Credit Agreement, and (b) an Event of Default under
subsection 9.01(g) of the Credit Agreement because of the default by Philip
Enterprises Inc. in payment of amounts in aggregate in excess of U.S.
$10,000,000 owed to FP Commodity Master Trust relative to an inventory
monetization program. Nothing in this amending agreement waives or shall be
deemed to waive any Default or Event of Default or any right, entitlement,
privilege, benefit or remedy which the Administrative Agent, the Other Agents or
the Lenders may have now or at any time in the future as a result of or in
connection with any such Default or Event of Default.
SECTION 4.05 LAW OF CONTRACT: This amending agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and of the laws
of Canada applicable in the Province of Ontario.
SECTION 4.06 COUNTERPART AND FACSIMILE: This amending agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
Delivery of an executed signature page to this amending agreement by any party
by facsimile transmission shall be as effective as delivery of a manually
executed copy of this amending agreement by such party.
IN WITNESS OF WHICH the Borrowers and the Administrative Agent, on
behalf of itself, the Lenders, the Other Agents and their respective Eligible
Affiliates, have executed this amending agreement as of the date indicated on
the first page of this amending agreement.
PHILIP SERVICES CORP. PHILIP SERVICES
(DELAWARE), INC.
by: ____________________________ by: ____________________________
name: name:
title: title:
by: ____________________________ by: ____________________________
name: name:
title: title:
<PAGE> 5
-5-
CANADIAN IMPERIAL BANK OF COMMERCE
(in its capacity
as Administrative Agent)
by: _____________________________
name:
title:
by: _____________________________
name:
title:
<PAGE> 6
- 6 -
ACKNOWLEDGEMENT AND CONFIRMATION
Each of the undersigned consents to the above referenced amendments to
the Credit Agreement and to the Borrowers, the Administrative Agent (on behalf
of itself, the Lenders, the Other Agents and their respective Eligible
Affiliates) entering into this amending agreement and acknowledges and agrees
that all of the guarantees and security delivered by it to or for the benefit of
any one or more of the Administrative Agent and the Lenders (including any such
guarantees and security delivered by it to Canadian Imperial Bank of Commerce as
security agent) in connection with, or otherwise applicable to, the debts and
liabilities of itself or either one or both of the Borrowers to any one or more
of the Administrative Agent, the Lenders, the Other Agents and their respective
Eligible Affiliates under, in connection with or with respect to any one or more
of the Credit Agreement, the other Credit Documents and the Lender/Borrower
Hedging Arrangements are hereby ratified and confirmed and remain in full force
and effect notwithstanding the entering into of this amending agreement by the
Borrowers, the Administrative Agent (on behalf of itself, the Lenders, the Other
Agents and their respective Eligible Affiliates) and notwithstanding the
amendments to the Credit Agreement effected by this amending agreement.
This acknowledgement and confirmation may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. Delivery of an executed
signature page to this acknowledgement and confirmation by any party by
facsimile transmission shall be as effective as delivery of a manually executed
copy of this acknowledgement and confirmation by such party.
IN WITNESS OF WHICH each of the undersigned have executed this
acknowledgement and confirmation as of the date referred to on the first page of
this amending agreement.
PHILIP SERVICES (DELAWARE), INC.
LUNTZ CORPORATION
LUNTZ ACQUISITION (DELAWARE) CORPORATION
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC.
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC. OF NEVADA
<PAGE> 7
- 7 -
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC. OF PUERTO RICO
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC. OF RHODE ISLAND
CHEMICAL POLLUTION CONTROL, INC. OF FLORIDA - A 21ST CENTURY
ENVIRONMENTAL MANAGEMENT COMPANY
CHEMICAL POLLUTION CONTROL, INC. OF NEW YORK - A 21ST
CENTURY ENVIRONMENTAL MANAGEMENT COMPANY
NORTHLAND ENVIRONMENTAL, INC.
RESI ACQUISITION (DELAWARE) CORPORATION
CHEM-FREIGHT, INC.
REPUBLIC ENVIRONMENTAL RECYCLING (NEW JERSEY), INC.
REPUBLIC ENVIRONMENTAL SYSTEMS (PENNSYLVANIA), INC.
REPUBLIC ENVIRONMENTAL SYSTEMS (TECHNICAL SERVICES GROUP),
INC.
REPUBLIC ENVIRONMENTAL SYSTEMS (TRANSPORTATION GROUP), INC.
PHILIP ENTERPRISES INC./LES ENTREPRISES PHILIP INC.
PHILIP ANALYTICAL SERVICES CORPORATION
PHILIP ENVIRONMENTAL (ATLANTIC) LIMITED
PHILIP ENVIRONMENTAL (ELMIRA) INC.
<PAGE> 8
- 8 -
PHILIP ENVIRONMENTAL SERVICES LIMITED
PHILIP INVESTMENT CORP.
PSC/IML ACQUISITION CORP.
RECYCLAGE D'ALUMINIUM QUEBEC INC./QUEBEC ALUMINUM RECYCLING
INC.
1195613 ONTARIO INC.
1233793 ONTARIO INC.
842578 ONTARIO LIMITED
COUSINS WASTE CONTROL CORPORATION
D & L, INC.
INTERMETCO U.S., INC.
BUTCO, INC.
ALLTIFT, INC.
INTERMETCO U.S.A. LTD.
GEORGIA TUBULAR PRODUCTS, INC.
NORTRU, INC.
ALLWORTH, INC.
CHEMICAL RECLAMATION SERVICES, INC.
PHILIP RECLAMATION SERVICES, HOUSTON, INC.
SOUTHEAST ENVIRONMENTAL SERVICES COMPANY, INC.
CYANOKEM INC.
<PAGE> 9
- 9 -
RHO-CHEM CORPORATION
SESSA, S.A. DE C.V.
THERMALKEM INC.
PEN METALS (DELAWARE), INC.
PHILIP ENVIRONMENTAL OF IDAHO CORPORATION
PHILIP ENVIRONMENTAL (WASHINGTON) INC.
BURLINGTON ENVIRONMENTAL INC. [DELAWARE]
BURLINGTON ENVIRONMENTAL INC. [WASHINGTON]
RESOURCE RECOVERY CORPORATION
TERMCO CORPORATION
GASOLINE TANK SERVICE COMPANY, INC.
UNITED DRAIN OIL SERVICE, INC.
PHILIP ENVIRONMENTAL SERVICES CORPORATION
SOLVENT RECOVERY CORPORATION
PHILIP INDUSTRIAL SERVICES (USA), INC.
PHILIP INDUSTRIAL SERVICES GROUP, INC.
ALRC, INC.
APLC, INC.
ALLWASTE ASBESTOS ABATEMENT HOLDINGS, INC.
ALLWASTE ASBESTOS ABATEMENT, INC.
ALLWASTE ASBESTOS ABATEMENT OF NEW ENGLAND, INC.
<PAGE> 10
- 10 -
ONEIDA ASBESTOS REMOVAL, INC.
ONEIDA ASBESTOS ABATEMENT INC.
PHILIP ENVIRONMENTAL SERVICES, INC.
ACE/ALLWASTE ENVIRONMENTAL SERVICES OF INDIANA, INC.
ALL SAFETY AND SUPPLY, INC.
PHILIP SCAFFOLD CORPORATION
ALLSCAFF, INC.
ALLWASTE ENVIRONMENTAL SERVICES/NORTH CENTRAL, INC.
PHILIP SERVICES/OHIO, INC.
PHILIP WEST INDUSTRIAL SERVICES, INC.
PHILIP TRANSPORTATION AND REMEDIATION, INC.
PHILIP SERVICES/SOUTH CENTRAL, INC.
PHILIP SERVICES/SOUTHWEST, INC.
PHILIP SERVICES HAWAII, LTD.
ALLWASTE SERVICIOS INDUSTRIALES DE CONTROL ECOLOGICO S.A. DE
C.V.
ALLWASTE TANK SERVICES S.A. DE C.V.
ALLWASTE TEXQUISITION, INC.
CALIGO DE MEXICO, S.A. DE C.V.
PHILIP AUTOMOTIVE, LTD.
<PAGE> 11
- 11 -
INDUSTRIAL CONSTRUCTION SERVICES COMPANY, INC.
J.D. MEAGHER/ALLWASTE, INC.
JAMES & LUTHER SERVICES, INC.
JESCO INDUSTRIAL SERVICES, INC.
PHILIP OIL RECYCLING, INC.
PHILIP INDUSTRIAL SERVICES OF TEXAS, INC.
PHILIP SERVICES/LOUISIANA, INC.
PHILIP MID-ATLANTIC, INC.
PHILIP SERVICES/MISSOURI, INC.
PHILIP SERVICES/MOBILE, INC.
PHILIP SERVICES/NORTH ATLANTIC, INC.
PHILIP SERVICES/NORTH CENTRAL, INC.
PHILIP SERVICES/OKLAHOMA, INC.
PHILIP PLANT SERVICES, INC.
PHILIP SERVICES/ATLANTA, INC.
BEC/PHILIP, INC.
PHILIP/WHITING, INC.
ALLWASTE OF CANADA LTD.
CALIGO RECLAMATION LTD.
ALLWASTE TANK CLEANING, INC.
ALLWASTE RAILCAR CLEANING, INC.
<PAGE> 12
- 12 -
ALLWASTE RECOVERY SYSTEMS, INC.
PSC ENTERPRISES, INC.
ALLIES STAFFING, INC.
ALLIES STAFFING LTD.
ALLQUEST CAPITAL, INC.
PHILIP METALS (DELAWARE), INC.
INTSEL SOUTHWEST LIMITED PARTNERSHIP
PHILIP METALS INC.
PHILIP METALS RECOVERY (USA) INC.
PHILIP SERVICES (PENNSYLVANIA), INC.
PHILIP METALS (NEW YORK), INC.
PHILIP ST, INC.
PHILIP CHEMISOLV HOLDINGS, INC.
PHILIP CHEMI-SOLV, INC.
DM ACQUISITION CORPORATION
DELTA MAINTENANCE, INC.
PHILIP REFRACTORY & CORROSION CORPORATION
HARTNEY CORPORATION
PHILIP REFRACTORY SERVICES, INC.
TOTAL REFRACTORY SYSTEMS, INC.
PHILIP REFRACTORY & CORROSION SERVICES, INC.
<PAGE> 13
- 13 -
UNITED INDUSTRIAL MATERIALS, INC.
INDUSTRIAL SERVICES TECHNOLOGIES, INC.
ADVANCED ENVIRONMENTAL SYSTEMS, INC.
ADVANCED ENERGY CORPORATION
INTERNATIONAL CATALYST, INC.
IST HOLDING CORP.
CHEM-FAB, INC.
PIPING HOLDINGS CORP.
PIPING COMPANIES, INC.
PIPING MECHANICAL CORPORATION
HYDRO-ENGINEERING & SERVICE, INC.
MAC-TECH, INC.
SERV-TECH DE MEXICO S DE R.L. DE C.V.
SERV-TECH MEXICANA S DE R.L. DE C.V.
PETROCHEM FIELD SERVICES DE VENEZUELA
PHILIP ENTERPRISE SERVICE CORPORATION
PHILIP MECHANICAL SERVICES OF LOUISIANA, INC.
PHILIP ST PIPING, INC.
PHILIP TECHNICAL SERVICES, INC.
PHILIP/SECO INDUSTRIES, INC.
TIPCO ACQUISITION CORP.
<PAGE> 14
- 14 -
PRS HOLDING, INC.
PHILIP PETRO RECOVERY SYSTEMS, INC.
SERV-TECH EPC, INC.
SERV-TECH CONSTRUCTION AND MAINTENANCE, INC.
SERV-TECH ENGINEERS, INC.
PHILIP F.C. SCHAFFER, INC.
SERV-TECH INTERNATIONAL SALES, INC.
SERV-TECH OF NEW MEXICO, INC.
SERV-TECH SERVICES, INC.
SERV-TECH SUDAMERICANA S.A.
SERVTECH CANADA, INC.
ST DELTA CANADA, INC.
TERMINAL TECHNOLOGIES, INC.
RMF GLOBAL, INC.
RMF INDUSTRIAL CONTRACTING, INC.
RMF ENVIRONMENTAL, INC.
PHILIP METALS (USA), INC.
ARC DUST PROCESSING (BARBADOS) LIMITED
PHENCORP INTERNATIONAL FINANCE INC.
PHENCORP INTERNATIONAL B.V.
<PAGE> 15
- 15 -
PHILIP SERVICES (NETHERLANDS) B.V.
PHILIP SERVICES (EUROPE) LIMITED
ALLIED METALS LIMITED
B.M. METALS (RECYCLING) LTD.
BATH RECLAMATION (AVONMOUTH) CO. LIMITED
BLACKBUSHE LIMITED
BLACKBUSHE METALS (WESTERN) LIMITED
ELLIOTT METAL COMPANY LIMITED
SOUTHERN HAULIERS LIMITED
T.C. FRASER (METALS) LIMITED
E. PEARSE (HOLDINGS) LIMITED
E. PEARSE & CO., LIMITED
C. PHILIPP & SONS (BRISTOL) LIMITED
MAYER PEARSE LIMITED
WIDSITE LIMITED
PHILIP METALS (EUROPE) LIMITED
PHENCORP REINSURANCE COMPANY INC.
PHILIP INTERNATIONAL DEVELOPMENT INC.
CECATUR HOLDINGS
PHILIP SERVICES (DELAWARE), L.L.C.
CHEMISOLV LIMITED
<PAGE> 16
- 16 -
PHILIP INTERNATIONAL DEVELOPMENT INC.
PHILIP SERVICES INDUSTRIAIS DO BRAZIL LTDA
SERV-TECH EUROPE GMBH
P.S.P.E. SERVICOS PRESTADOS AS EMPRESAS UNIPESSOAL LIMITADA
P.S.C. PHILIP SERVICES IBERICA, S.L.
2766906 CANADA INC.
721646 ALBERTA LTD.
800151 ONTARIO INC.
912613 ONTARIO LTD.
PHILIP PLASMA METALS INC.
CALIGO PARTNERSHIP
BY ITS PARTNER ALLWASTE OF CANADA LTD.
DELSAN DEMOLITION LIMITED
NORTRU, LTD.
ALLWASTE PAINT SERVICES S.A. DE C.V.
ALLWASTE SERVICES OF EL PASO, INC.
DEEP CLEAN, INC.
and all other Guarantor Subsidiaries (if any)
in each case by:
___________________________________
Colin Soule
Authorized Signatory
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 59,589
<SECURITIES> 0
<RECEIVABLES> 495,320
<ALLOWANCES> (35,757)
<INVENTORY> 78,485
<CURRENT-ASSETS> 729,279
<PP&E> 523,029
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<CURRENT-LIABILITIES> 1,418,383
<BONDS> 0
<COMMON> 1,348,632
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0
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<SALES> 0
<TOTAL-REVENUES> 1,899,130
<CGS> 0
<TOTAL-COSTS> 1,690,788
<OTHER-EXPENSES> 776,763
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<INTEREST-EXPENSE> 66,414
<INCOME-PRETAX> (635,561)
<INCOME-TAX> 83,416
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