-----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, QhGVn/oaDhFt7Wdx3ONzCWAkk1tcnC94xruzsIgmM9+H7q1uwpizxlUvb8LTzNZq yep3cuNh4TETFEh2DDq26w== 0001005477-96-000562.txt : 19961202 0001005477-96-000562.hdr.sgml : 19961202 ACCESSION NUMBER: 0001005477-96-000562 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961126 SROS: NYSE 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03122 FILM NUMBER: 96672881 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 10-Q/A 1 FORM 10-Q/A - OGDEN CORPORATION FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 1-3122 Ogden Corporation ----------------- (Exact name of registrant as specified in its charter) Delaware 13-5549268 - ------------------------------- ------------------------------ (State or other jurisdiction of I.R.S. Employer Identification incorporation or organization) Number) Two Pennsylvania Plaza, New York, New York 10121 -------------------------------------------------- (Address or principal executive office) (Zip Code) (212)-868-6100 -------------------------------------------------- (Registrant's telephone number including area code) Not Applicable -------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 1996; 49,714,444 shares of Common Stock, $.50 par value per share. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE NINE MONTHS FOR THE THREE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 1996 1995 1996 1995 ----------- ----------- ----------- ----------- (In Thousands of Dollars, Except per Share Data) Service revenues $ 1,073,418 $ 1,156,227 $ 314,338 $ 396,901 Net sales 477,637 409,270 184,899 169,898 Construction revenues 3,344 62,958 1,404 21,603 Net gain on disposition of businesses 13,013 Total revenues 1,567,412 1,628,455 500,641 588,402 ----------- ----------- ----------- ----------- Operating costs and expenses 859,297 938,115 232,574 314,312 Costs of goods sold 443,543 375,102 176,572 158,159 Construction costs 2,188 40,635 384 9,384 Selling, administrative and general expenses 92,449 105,307 27,209 34,480 Debt service charges 83,339 83,978 27,769 28,447 ----------- ----------- ----------- ----------- Total costs and expenses 1,480,816 1,543,137 464,508 544,782 ----------- ----------- ----------- ----------- Consolidated operating income 86,596 85,318 36,133 43,620 Equity in net income of investees and joint ventures 3,112 6,117 1,886 2,734 Interest income 10,707 11,143 3,635 3,795 Interest expense (22,426) (22,245) (7,327) (7,360) Other income (deductions)-net 238 70 13 (46) ----------- ----------- ----------- ----------- Income before income taxes and minority interests 78,227 80,403 34,340 42,743 Less: income taxes 32,855 35,643 14,422 18,896 minority interests (1,192) (1,240) (470) 19 ----------- ----------- ----------- ----------- Net income $ 46,564 $ 46,000 $ 20,388 $ 23,828 =========== =========== =========== =========== EARNINGS PER COMMON SHARE $ .94 $ .93 $ .41 $ .48 =========== =========== =========== ===========
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS SEPTEMBER 30, DECEMBER 31, 1996 1995 ----------- ----------- (In Thousands of Dollars) ASSETS Current Assets: Cash and cash equivalents $ 176,681 $ 96,782 Marketable securities available for sale 13,939 Restricted funds held in trust 122,907 95,238 Receivables (less allowances: 1996, $37,605 and 1995, $37,039) 459,075 597,644 Deferred income taxes 32,045 31,979 Other 98,394 90,784 ----------- ----------- Total current assets 889,102 926,366 Property, plant and equipment-net 1,850,423 1,879,179 Restricted funds held in trust 210,307 218,551 Unbilled service and other receivables (less allowances: 1996, $6,000) 219,134 191,753 Unamortized contract acquisition costs 145,197 148,342 Goodwill and other intangible assets 88,035 87,596 Other assets 198,325 200,884 ----------- ----------- TOTAL ASSETS $ 3,600,523 $ 3,652,671 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Current liabilities: Current portion of long-term debt $ 3,962 $ 4,680 Current portion of project debt 57,244 55,774 Dividends payable 15,537 15,294 Accounts payable 109,731 114,648 Accrued expenses, etc 313,107 291,421 Deferred income 31,859 28,702 ----------- ----------- Total current liabilities 531,440 510,519 Long-term debt 307,449 344,333 Project debt 1,532,539 1,551,203 Deferred income taxes 326,772 310,400 Other liabilities 196,522 230,558 Minority interests 9,186 10,030 Convertible subordinated debentures 148,650 148,650 ----------- ----------- Total Liabilities 3,052,558 3,105,693 ----------- ----------- Shareholders' Equity: Serial cumulative convertible preferred stock, par value $1.00 per share; authorized 4,000,000 shares; shares outstanding: 47,703 in 1996 and 49,469 in 1995, net of treasury shares of 29,820 in 1996 and 1995, respectively 48 50 Common stock, par value $.50 per share; authorized, 80,000,000 shares; shares outstanding: 49,714,444 in 1996 and 49,467,781 in 1995, net of treasury shares of 3,636,123 and 3,735,123 in 1996 and 1995, respectively 24,857 24,734 Capital surplus 200,918 197,921 Earned surplus 327,916 328,047 Cumulative translation adjustment-net (5,075) (2,657) Pension liability adjustment (760) (760) Net unrealized gain (loss) on securities available for sale 61 (357) ----------- ----------- Total Shareholders' Equity 547,965 546,978 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,600,523 $ 3,652,671 =========== =========== OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 -------------------------- 1996 1995 ----------- ----------- (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations $ 145,674 $ 140,981 Management of Operating Assets and Liabilities: Decrease (Increase) in Assets: Receivables 58,768 (30,208) Other assets (35,758) (33,193) Increase (Decrease) in Liabilities: Accounts payable 3,401 (1,828) Accrued expenses 12,106 7,510 Deferred income 2,523 5,183 Other liabilities (24,902) (16,483) ----------- ----------- Net cash provided by operating activities 161,812 71,962 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Entities purchased, net of cash acquired (16,818) (18,219) Proceeds from sale of marketable securities available for sale 13,158 71,561 Proceeds from sale of businesses 90,946 Proceeds from sale of property, plant and equipment 5,650 2,952 Investments in waste-to-energy facilities (10,278) (23,875) Other capital expenditures (31,979) (52,570) Decrease in other receivables 11,378 6,251 Other (11,150) (7,891) ----------- ----------- Net cash provided by (used in) investing activities 50,907 (21,791) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings for waste-to-energy-facilities 112,911 66,679 Other new debt 6,353 37,095 Increase in funds held in trust (18,502) (18,774) Payment of debt (190,137) (99,196) Dividends paid (46,452) (44,268) Other 3,007 2,982 ----------- ----------- Net cash used in financing activities (132,820) (55,482) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 79,899 (5,311) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 96,782 117,359 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 176,681 $ 112,048 =========== =========== OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Nine Months Ended Year Ended September 30, 1996 December 31, 1995 Shares Amounts Shares Amounts -------------------------- ---------------------------- (In Thousands of Dollars, Except Per Share Amounts) Serial Cumulative Convertible Preferred Stock, Par Value $1.00 Per Share; Authorized 4,000,000 Shares: Balance at beginning of period 79,289 $80 83,323 $84 Shares converted into common stock (1,766) (2) (4,034) (4) -------------------------- ---------------------------- Total 77,523 78 79,289 80 Treasury shares 29,820 30 29,820 30 -------------------------- ---------------------------- Balance at end of period (aggregate involuntary liquidation value - 1996 $961,215) 47,703 48 49,469 50 -------------------------- ---------------------------- Common Stock, Par Value $.50 Per Share; Authorized, 80,000,000 Shares: Balance at beginning of period 53,202,904 26,602 52,641,215 26,320 Exercise of stock options, less common stock utilized 137,134 68 10,735 6 Shares used for pooling of interests 526,869 264 Conversion of preferred shares 10,529 5 24,085 12 -------------------------- ---------------------------- Total 53,350,567 26,675 53,202,904 26,602 -------------------------- ---------------------------- Treasury shares at beginning of period 3,735,123 1,868 3,864,123 1,932 Exercise of stock options (99,000) (50) (129,000) (64) -------------------------- ---------------------------- Treasury shares at end of period 3,636,123 1,818 3,735,123 1,868 -------------------------- ---------------------------- Balance at end of period 49,714,444 24,857 49,467,781 24,734 -------------------------- ---------------------------- Capital Surplus: Balance at beginning of period 197,921 194,496 Exercise of stock options, less common stock utilized 3,000 2,620 Arising from pooling of interests 813 Conversion of preferred shares (3) (8) ------------ ------------ Balance at end of period 200,918 197,921 ------------ ------------ Earned Surplus: Balance at beginning of period 328,047 381,864 Net income 46,564 7,444 ------------ ------------ Total 374,611 389,308 ------------ ------------ Preferred dividends-per share 1996, $2.5128, 1995, $3.35 121 171 Common dividends-per share 1996, $.9375 1995, $1.25 46,574 61,090 ------------ ------------ Total dividends 46,695 61,261 ------------ ------------ Balance at end of period 327,916 328,047 ------------ ------------ Cumulative Translation Adjustment-Net (5,075) (2,657) ------------ ------------ Pension Liability Adjustment (760) (760) ------------ ------------ Net Unrealized Gain (Loss) on Securities Available For Sale 61 (357) ------------ ------------ CONSOLIDATED SHAREHOLDERS' EQUITY $ 547,965 $ 546,978 ============ ============
OGDEN CORPORATION AND SUBSIDIARIES SEPTEMBER 30, 1996 ITEM 1 - BASIS OF PRESENTATION: The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. However, in the opinion of Management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the operating results have been included in the statements. In connection with Ogden's restructuring plan, the environmental business of Ogden Environmental and Energy Services (OEES) was transferred to Ogden Projects, Inc. as of January 1, 1996. In the first quarter of 1996 the laboratory businesses of OEES and W.J. Schafer, a unit of Ogden Technology Services, were sold. The Ogden Professional Services group, another unit of Ogden Technology Services, was sold in April 1996. The Facility Management Services group operations, outside of New York, were sold in June 1996 and the asbestos abatement operations were discontinued in June 1996. The accompanying 1995 financial statements have been reclassified as to certain amounts to conform with the 1996 presentation. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: Operations: Revenues for the first nine months of 1996 were $61,000,000 lower than the comparable period of 1995 chiefly associated with the disposition of non-core businesses; $46,600,000 resulting from the sale of Facility Management Services operations outside of New York as of June 30, 1996; $38,500,000 in Technology Services primarily due to the disposition of certain of these businesses sold in late 1995 and in 1996, partially offset by increased revenues of Technology Services' remaining business, Atlantic Design, a contract manufacturing operation; $59,600,000 in reduced construction revenues primarily due to the completion of the Montgomery County facility in August 1995 and reduced construction at the Detroit facility; $20,500,000 in Aviation Services, chiefly associated with reduced activity in the air range and pilot training systems company and in a Brazilian aviation unit disposed of in 1996; $14,600,000 in Environmental Services chiefly associated with the sale of the laboratory business in January 1996. These revenue decreases were partially offset by increased revenues of $86,400,000 in Entertainment Services, primarily reflecting new contracts, increased customer activity primarily at sports venues, the start-up of operations in Europe and Argentina, and the acquisition of Florida Leisure in 1996; $13,300,000 in Waste-to-Energy service revenues chiefly associated with the full commercial operations of the Montgomery County facility which commenced operations in August 1995 and a net gain of $13,000,000 from the disposition of non-core businesses. Consolidated operating income for the nine months ended September 30, 1996 was $1,300,000 higher than the comparable period of 1995. Entertainment Services operating income increased $11,800,000 primarily due to new contracts, increased customer activity principally in sports venues, the start-up of operations in Argentina and the acquisition of Florida Leisure in 1996. Operating income also increased $13,000,000 as a result of the net gain from the disposition of certain non-core businesses, namely the sale of Facility Services operations outside of New York, a unit of Technology Services Group, Ogden Professional Services, and the discontinuance of Asbestos Abatement operations. Ogden Power income increased $4,400,000 primarily due to increased activity. Waste-to-energy income increased $2,200,000 primarily reflecting full commercial operations of the Montgomery County facility. These increases were partially offset by reduced construction income of $21,200,000 reflecting the completion of the Montgomery County facility in August 1995 and reduced activity at the Detroit facility, the operating income of Technology Services which businesses have largely been disposed or are planned to be disposed, decreased $6,800,000, largely reflecting a charge in 1995 of $17,100,000, which was more than offset by operating income associated with businesses disposed of in 1995 and in 1996 and reduced margins and increased costs with respect to the remaining Technology Services business, Atlantic Design, a contract manufacturing company. Facility Services income was $3,300,000 lower chiefly associated with the sale of its operations outside of New York in June 1996. Debt service charges for the nine months of 1996 were relatively flat. The Corporation has three fixed interest rate swap agreements entered into as hedges against interest rate exposure on three series of adjustable-rate project debt that resulted in additional debt service of $572,000 in the nine months of 1996 and lower debt service of $198,000 in the comparable period of 1995. Interest income and interest expense for the nine months of 1996 were relatively flat. The Corporation has two interest rate swap agreements covering notional amounts of $100,000,000 and $6,700,000, respectively. The first swap agreement expires on December 16, 1998 and was entered into in order to convert Ogden's fixed rate $100,000,000 9.25% debentures into variable rate debt. The second swap expires November 20, 2000 and was entered into in December 1995 in order to convert Ogden's $6,700,000 variable rate debt to a fixed rate. These agreements resulted in additional interest expense of $110,000 in the nine months of 1996 and $470,000 in the comparable period of 1995. Equity in net income of investees and joint ventures for the nine months ended September 30, 1996 was $3,000,000 lower primarily reflecting reduced earnings in Ogden Power Joint Venture operations due to reduced prices. The effective income tax rate for the nine months ended September 30, 1996 was 42% compared with 44% for the comparable period of 1995. This 2% decrease in the tax rate is due primarily to the effect of a reduction of certain foreign losses and the increased profitability of certain foreign operations combined with the use of foreign tax loss carryforwards. Revenues for the three months ended September 30, 1996 were $87,800,000 lower than the comparable period of 1995 primarily associated with the disposition of non-core businesses; $63,000,000 resulting from the sale of Facility Management Services operations outside of New York at June 30, 1996; $32,900,000 in Technology Services primarily due to the disposition of certain of these businesses sold in late 1995 and 1996, partially offset by increased revenues of Technology Services' remaining business, a contract manufacturing operation; $20,200,000 in reduced construction revenues due primarily to the completion of the Montgomery County facility in August 1995. Revenues from Projects' other operations were relatively unchanged. These revenue decreases were partially offset by increased revenues of $34,300,000 in Entertainment Services, chiefly associated with new contracts, increased customer activity, principally at sports venues, the acquisition of Florida Leisure in 1996, and the start-up of operations in Argentina in 1996. Consolidated operating income for the three months ended September 30, 1996 was $7,500,000 lower than the comparable period of 1995 primarily reflecting lower income of $11,400,000 in Technology Services primarily relating to operating income associated with businesses disposed of and reduced margins and increased costs with respect to the remaining Technology Services business; $11,400,000 in construction income reflecting the completion of the Montgomery County facility in August 1995; and $2,300,000 in Facility Services chiefly associated with the sale of the operations outside of New York in June 1996. These decreases were partially offset by Waste- to-Energy increased income of $6,700,000 primarily reflecting full commercial operations of the Montgomery County facility and increased activity and efficiency at other facilities; $6,200,000 in Entertainment Services chiefly associated with new contracts, increased customer activity, the acquisition of Florida Leisure in 1996 and in the start-up of operations in Argentina; and $3,800,000 in Aviation Services primarily due to the results of the unexpected sale of the JFK Ground Services operations which was partially offset by reduced activity in the air range and pilot training systems operations. Debt service charges for the three months ended September 30, 1996 decreased $700,000 from the comparable period of 1995 due primarily to lower debt outstanding. Three interest rate swap agreements entered into as hedges against interest rate exposure on three series of adjustable rate project debt resulted in additional debt service costs of $185,000 in the third quarter of 1996 and lower debt service cost of $34,000 in the comparable period of 1995. Interest income and interest expense was relatively flat for the three months ended September 30, 1996 and 1995. During the three months ended September 30, 1996 and 1995, Ogden paid $38,000 and $115,000 on the two interests rate swap agreements, respectively. Equity in net income of investees and joint ventures was $800,000 lower primarily due to lower earnings in Ogden Power Joint Ventures operations due to reduced prices. The effective income tax rate for the three months ended September 30, 1996 was 42% compared with 44% for the comparable period of 1995. This 2% decrease in the tax rate is due primarily to the effect of a reduction of certain foreign losses and the increased profitability of certain foreign operations combined with the use of foreign tax loss carryforwards. Capital Investments and Commitments: During the nine months of 1996, capital investments amounted to $42,300,000, of which $10,300,000 inclusive of restricted funds transferred from funds held in trust, was for Projects' waste-to-energy operations and $32,000,000 was for normal replacement and growth in Services' and Projects' operations. At September 30, 1996, capital commitments amounted to $53,600,000 for normal replacement, modernization, and growth in Services' ($43,000,000) and Projects' ($10,600,000) operations. In addition, compliance with recently promulgated standards and guidelines under the Clean Air Act Amendments of 1990 may require additional capital expenditures of $30,000,000 during the next four years. Ogden and certain of its subsidiaries have issued or are party to performance bonds and guarantees and related contractual obligations undertaken mainly pursuant to agreements to construct and operate certain waste-to-energy, entertainment, and other facilities. In the normal course of business, they are involved in legal proceedings in which damages and other remedies are sought. Management does not expect that these contractual obligations, legal proceedings, or any other contingent obligation incurred in the normal course of business will have a material adverse effect on Ogden's Consolidated Financial Statements. During 1994, a subsidiary of the Corporation entered into a 30-year facility management contract pursuant to which it agreed to advance funds to a customer, if necessary, to assist refinancing senior secured debt incurred in connection with construction of the facility. Such refinancing requirements are not expected to exceed $75,000,000 at maturity of the senior secured debt, which is expected to be on or about March 1, 2001. In addition, at September 30, 1996, the Corporation has guaranteed indebtedness of $13,800,000 of an affiliate and principal tenant of this customer. Ogden continues as guarantor of surety bonds and letters of credit totaling approximately $17,500,000 on behalf of International Terminal Operating Co. Inc. and has guaranteed borrowings of certain customers amounting to approximately $26,700,000, as well as $8,000,000 of borrowings of joint ventures in which Ogden has equity interests. Management does not expect that these arrangements will have a material adverse effect on Ogden's Consolidated Financial Statements. Liquidity/Cash Flow: Net cash provided from operating activities was $90,000,000 higher than the comparable period of 1995 chiefly associated with the collection of accounts receivables of non-core businesses sold during the period. Net cash provided from investing activities was $73,000,000 higher than the comparable period of 1995 chiefly associated with cash provided from the sale of non-core businesses of $91,000,000, lower capital expenditures of $34,000,000, offset by a reduction in cash provided from the sale of marketable securities of $58,000,000. Net cash used in financing activities increased $77,000,000 over the comparable period of 1995 primarily due to the refinancing of project debt and the net repayments of other debt in 1996. Exclusive of changes in waste-to-energy facility construction activities, the Corporation's various types of contracts are not expected to have a material effect on liquidity. Debt service associated with project debt, which is an explicit component of a client community's obligation under its service agreement, is paid as it is billed and collected. Cash required for investing and financing activities is expected to be satisfied from operating activities, available funds, including short-term investments, proceeds from the sale of non-core businesses, and the Corporation's unused credit facilities to the extent needed. At September 30, 1996, the Corporation had $176,700,000 in cash, cash equivalents, and marketable securities and unused revolving credit lines of $206,300,000.
Nine Months Three Months Ended Ended Information Concerning September 30, September 30, Business Segments 1996 1995 1996 1995 - ---------------------------------------------------------------------------------------- (In Thousands of Dollars) Revenues: Services: Aviation Services $ 339,391 $ 359,902 $ 118,426 $ 123,496 Entertainment Services 306,340 219,963 131,376 97,043 Technology Services 145,868 184,403 37,765 70,732 Facility Management Services 230,142 276,727 32,892 95,839 Other Services 7,072 4,306 478 1,489 Net gain on disposition of businesses 13,013 ----------- ----------- ----------- ----------- Total Services 1,041,826 1,045,301 320,937 388,599 ----------- ----------- ----------- ----------- Projects: Waste-To-Energy 379,811 366,535 126,305 124,151 Independent Power 46,669 43,276 16,971 14,688 Environmental Services 94,465 109,086 34,595 38,871 Water and Wastewater 1,297 1,299 429 490 Construction Activities 3,344 62,958 1,404 21,603 ----------- ----------- ----------- ----------- Total Projects 525,586 583,154 179,704 199,803 ----------- ----------- ----------- ----------- Total Revenues $ 1,567,412 $ 1,628,455 $ 500,641 $ 588,402 =========== =========== =========== =========== Income From Operations: Services $ 42,492 $ 28,153 $ 16,219 $ 18,997 Projects 50,813 65,814 21,801 27,245 ----------- ----------- ----------- ----------- Total Income from Operations 93,305 93,967 38,020 46,242 Equity in net income of investees and joint ventures: Services 2,383 2,243 1,143 716 Projects 729 3,874 743 2,018 ----------- ----------- ----------- ----------- Total 96,417 100,084 39,906 48,976 Corporate unallocated expenses-net (6,471) (8,579) (1,874) (2,668) Corporate interest-net (11,719) (11,102) (3,692) (3,565) ----------- ----------- ----------- ----------- Income Before Income Taxes and Minority Interests $ 78,227 $ 80,403 $ 34,340 $ 42,743 =========== =========== =========== ===========
PART II - OTHER INFORMATION Item 1. Legal Proceedings Ogden Corporation and its subsidiaries (the "Company") are parties to various legal proceedings involving matters arising in the ordinary course of business. The Company does not believe that there are any pending legal proceedings for damages against the Company, the outcome of which would have a material adverse effect on the Company on a consolidated basis. (b) Environmental Matters The Company conducts regular inquiries of its subsidiaries regarding litigation and environmental violations which include determining the nature, amount and likelihood of liability for any such claims, potential claims or threatened litigation. In the ordinary course of its business, the Company may become involved in Federal, state, and local proceedings relating to the laws regulating the discharge of materials into the environment and the protection of the environment. These include proceedings for the issuance, amendment, or renewal of the licenses and permits pursuant to which a Company subsidiary operates. Such proceedings also include actions brought by individuals or local governmental authorities seeking to overrule governmental decisions on matters relating to the subsidiaries' operations in which the subsidiary may be, but is not necessarily, a party. Most proceedings brought against the Company by governmental authorities or private parties under these laws relate to alleged technical violations of regulations, licenses, or permits pursuant to which a subsidiary operates. The Company believes that such proceedings will not have a material adverse effect on the Company on a consolidated basis. The Company's operations are subject to various Federal, state and local environmental laws and regulations, including the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) and Resource Conservation and Recovery Act (RCRA). Although the Company operations are occasionally subject to proceedings and orders pertaining to emissions into the environment and other environmental violations, the Company believes that it is in substantial compliance with existing environmental laws and regulations. In connection with certain previously divested operations, the Company may be identified, along with other entities, as being among potentially responsible parties responsible for contribution for costs associated with the correction and remediation of environmental conditions at various hazardous waste disposal sites subject to CERCLA. In certain instances the Company may be exposed to joint and several liability for remedial action or damages. The Company's ultimate liability in connection with such environmental claims will depend on many factors, including its volumetric share of waste, the total cost of remediation, the financial viability of other companies that also sent waste to a given site and its contractual arrangement with the purchaser of such operations. The potential costs related to such matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of cleanup technologies, the uncertain level of insurance or other types of recovery, and the questionable level of the Company's responsibility. Although the ultimate outcome and expense of environmental remediation is uncertain, the Company believes that required remediation and continuing compliance with environmental laws will not have a material adverse effect on the Company on a consolidated basis. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None. (b) Reports on Form 8-K There were no Form 8-K Current Reports filed during the Third Quarter of 1996. Signatures Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. OGDEN CORPORATION (Registrant) Date: November 26, 1996 By: /s/ Philip G. Husby ------------------------------- Philip G. Husby Senior Vice President and Chief Financial Officer Date: November 26, 1996 By: /s/ Robert M. DiGia ------------------------------- Robert M. DiGia Vice President, Controller and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----