-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WVIgwDCx7YeNZHhRNcYbR1woB8IkJ0li8ob+TN5xr/ukGa/ofpbX2/PjPaUYjc1U ZTAzOXHgmKA7FRDLFBUy/A== 0000912057-00-025636.txt : 20000522 0000912057-00-025636.hdr.sgml : 20000522 ACCESSION NUMBER: 0000912057-00-025636 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000517 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03122 FILM NUMBER: 640218 BUSINESS ADDRESS: STREET 1: TWO PENNSYLVANIA PLZ - 25TH FLR CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: TWO PENNSYLVANIA PLZ - 25TH FLR CITY: NEW YORK STATE: NY ZIP: 10121 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2000 OGDEN CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in the charter) Delaware 1-3122 13-5549268 - ---------------------------- ----------------------- ------------------ (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) Two Pennsylvania Plaza New York, New York 10121 - ---------------------- ------------------ -------- (Address of Principal Zip Code Executive Offices) Registrant's telephone number, including area code: (212) 868-6000 NONE (Former name or former address, if changed since last report) Item 5. OTHER EVENTS On May 17, 2000 Ogden Corporation issued a press release, a copy of which is attached hereto as Exhibit A, reporting results for the First Quarter 2000. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of business acquired: Not Applicable (b) Pro forma financial information: Not Applicable (c) Exhibit: A) Press Release of Ogden Corporation, dated May 17, 2000, reporting results for the quarter ended March 31, 2000, attached as Exhibit A. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. OGDEN CORPORATION Dated: May 19, 2000 By: /S/ WILLIAM J. METZGER ------------------------ William J. Metzger Vice President and Chief Accounting Officer EX-99.A 2 EXHIBIT 99-A [LETTERHEAD OF OGDEN CORPORATION] EXHIBIT A CONTACT: Adam Weiner Eric Berman David Lilly Kekst and Company 212-521-4800 or: Raymond Dombrowski Ogden Corporation 212-868-6000 FOR IMMEDIATE RELEASE OGDEN CORPORATION REPORTS RESULTS FOR FIRST QUARTER 2000 -- RECURRING BASE EBIT FROM CONTINUING ENERGY OPERATIONS IS $14.9 MILLION-- NEW YORK, MAY 17, 2000 - Ogden Corporation (NYSE: OG) today reported results for the first quarter ended March 31, 2000. Recurring base earnings before interest and taxes (EBIT) from the Company's continuing Energy operations were $14.9 million for the quarter. Including losses from discontinued operations of $25.3 million, the Company had a net loss of $29.5 million, or $0.59 per diluted share. Consolidated revenues from Energy operations for the three months ended March 31, 2000, were $222.2 million. Consolidated total revenues from continuing operations for the three months ended March 31, 2000, were $236.0 million. "The performance of our Energy business exceeded expectations by approximately $2 million in the first quarter and is consistent with our overall expectations of $95 million in recurring base EBIT for the full year," said Scott G. Mackin, President and Chief Executive Officer of Ogden Corporation. As previously announced, Ogden is pursuing the disposition of its non-core Aviation and Entertainment assets, as well as certain other non-core businesses, to ensure a solid financial platform for its Energy business. The Aviation and Entertainment business segments are being reported as discontinued operations. The loss from discontinued operations of $25.3 million includes an Entertainment business loss before interest and taxes of $31.3 million, reflecting an $18.7 million accrual for operating losses estimated to be incurred until dates of disposition of the businesses, $2.8 million of start-up costs at water and theme parks and $5.2 million in increased overhead costs mainly associated with discontinuance of the Entertainment businesses. FIRST QUARTER RESULTS FOR ENERGY For the 2000 first quarter, Ogden reported EBIT from its Energy business of $11.9 million, on revenues of $222.2 million, compared to EBIT for the comparable period in the prior year of $18.1 million on revenues of $217.1 million. The 2000 first quarter EBIT included $3.5 million in losses at its Ogden Environmental and Energy Services (OEES) subsidiary and $1.8 million in additional depreciation in connection with shortened estimated useful lives of certain air pollution control equipment resulting from the Clean Air Act Amendments. In addition, the Company recorded $2.3 million in nonrecurring income associated with its Waste to Energy business in the 2000 first quarter. As previously announced, the Company is currently winding down OEES' construction operations and is in the process of exploring sales possibilities for its consulting operations. Results for the Company's Energy operations for the 1999 first quarter included $3.1 million in losses at OEES, a one-time gain of $4.9 million from the sale of the Company's interest in an independent power production (IPP) joint venture in Maine and $1.6 million in nonrecurring income associated with the settlement of a domestic IPP contract. Adjusting for these items, the recurring base Energy EBIT for the 2000 first quarter was $14.9 million, compared to $14.7 million for the comparable period of 1999. Revenues from continuing Energy operations for the first quarter 2000 reflect an increase of $5.1 million over the first quarter 1999. The increase in Energy segment revenues includes $12.9 million in new revenues associated with plants in Thailand and The Philippines that commenced operations for Ogden subsequent to the first quarter of 1999, $4.3 million due to the June 1999 acquisition of an additional 50% interest in a power plant the Company operates in California, and $5.4 million in increased revenues at several waste-to-energy facilities primarily attributed to improved performance and pricing. These increases were offset in part by reduced construction revenues from Waste to Energy and OEES, and the one-time gain of $4.9 million in 1999 from the sale of the Maine IPP joint venture mentioned above. NON-CORE ASSET SALES Mr. Mackin continued, "We have made significant progress with the disposition of our major non-core Entertainment businesses as well as certain Aviation privatization assets, in addition to other miscellaneous non-core assets. We expect to close the previously announced Food and Beverage Concessions and Venue Management division transaction within the next thirty days. At this point, it appears likely that the two remaining Entertainment venue management sales, Anaheim and Corel, could extend into the fall. The water and theme parks division transaction closed last Friday for all assets except for the Jazzland Theme Park. Jazzland remains on schedule for its grand opening this weekend, and we anticipate closing that transaction within the next thirty days. In addition, we have also recently completed transactions related to our Argentine and Dominican airport privatizations. We have received second round bids for our Aviation services division, and we are currently evaluating how to maximize the sales proceeds of these assets." OUTLOOK Mr. Mackin said, "In sum, we are very pleased that our first quarter Energy results are in line with expectations for the year. Additionally, our large-scale, coal-fired Quezon facility in The Philippines is now in acceptance testing and performing well, which indicates that it will soon be in commercial operation and contributing to the growth of our earnings. We are also pleased with the Entertainment and Aviation privatization asset sales that have occurred so far, and we look forward to completing the sales of the remaining Aviation and Entertainment assets. During this transition period, we will continue to invest in Energy projects to which we have committed and also develop our pipeline of opportunities. However, at this time it appears that new Energy investments may depend upon our ability to bring additional sources of funds into the Company until we complete the sales process. The Company remains focused upon completing these asset sales in as timely a manner as possible." * * * On September 17, 1999, Ogden announced its intent to sell its Entertainment and Aviation businesses to focus exclusively on its role as a leading energy company. Ogden Energy group is a global developer/owner and operator of independent power projects and provides related infrastructure services. Additional information about Ogden can be obtained via the Internet at www.ogdencorp.com, or through our automated information system at (888) 643-3612. Any statements in this communication which may be considered to be "forward looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995, are subject to certain risk and uncertainties. The factors that could cause actual results to differ materially from those suggested by any such statements include, but are not limited to, those discussed or identified from time to time in the Company's public filings with the Securities and Exchange Commission and more generally, general economic conditions, including changes in interest rates and the performance of the financial markets; changes in domestic and foreign laws, regulations, and taxes; changes in competition and pricing environments; and regional or general changes in asset valuations. - Tables Follow - OGDEN CORPORATION EARNINGS (000'S OMITTED)
THREE MONTHS ENDED MARCH 31, --------------------------- 2000 1999 --------- ----------- ENERGY SEGMENT: REVENUE Energy Operations $ 191,624 $ 179,293 OEES 30,544 37,775 --------- ----------- TOTAL ENERGY REVENUE 222,168 217,068 --------- ----------- DIRECT COSTS Energy Operations 164,294 148,528 OEES 31,799 37,342 --------- ----------- TOTAL ENERGY DIRECT COSTS 196,093 185,870 --------- ----------- GROSS MARGIN Energy Operations 27,330 30,765 OEES (1,255) 433 --------- ----------- TOTAL ENERGY GROSS MARGIN 26,075 31,198 % of Revenue 11.74% 14.37% S.G.& A. Energy Operations 13,567 10,792 OEES 2,290 3,592 --------- ----------- TOTAL ENERGY S.G.& A. 15,857 14,384 --------- ----------- ENERGY OPERATING INCOME 10,218 16,814 % of Revenue 4.60% 7.75% ENERGY EQUITY INCOME 3,010 3,470 Minority interests (1,324) (2,216) --------- ----------- ENERGY EBIT 11,904 18,068 OTHER SEGMENT: Revenue 13,838 17,756 Operating income (loss) (2,611) (1,275) Equity income -- -- --------- ----------- Unallocated corporate overhead (5,585) (3,857) Interest-Net (8,485) (5,873) --------- ----------- Pre-tax income (loss) (4,777) 7,063 Income taxes 603 (3,004) --------- ----------- INCOME (LOSS) FROM CONTINUING OPERATIONS (4,174) 4,059 --------- -----------
OGDEN CORPORATION EARNINGS (000'S OMITTED)
THREE MONTHS ENDED MARCH 31, ---------------------------- 2000 1999 --------- ---------- DISCONTINUED OPERATIONS EBIT-Aviation $ (641) $ 10,648 EBIT-Entertainment (31,250) 1,000 Interest-Net (1,096) (544) Income taxes 7,677 (4,642) --------- ---------- INCOME (LOSS) FROM DISCONTINUED OPERATIONS (25,310) 6,462 Cumulative effect of change in accounting principle -- (3,820) --------- ---------- COMPANY NET INCOME (LOSS) $ (29,484) $ 6,701 ========= ========== EPS-Continuing operations Basic $ (0.08) $ 0.08 Fully Diluted $ (0.08) $ 0.08 EPS-Discontinued operations Basic $ (0.51) $ 0.13 Fully Diluted $ (0.51) $ 0.13 EPS-Cumulative effect of change in accounting principle Basic $ (0.08) Fully Diluted $ (0.08)
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