-----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, Alb/pwZplnKDzVhmAPPj7ma1mrvhFc0OpcXeBXpTpgz2INNG2hr9/CNbNOE7zc/k VXlwkDIEyOfFd46kLnLhAw== 0001005477-97-002546.txt : 19971117 0001005477-97-002546.hdr.sgml : 19971117 ACCESSION NUMBER: 0001005477-97-002546 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 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 SEC ACT: SEC FILE NUMBER: 001-03122 FILM NUMBER: 97718271 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 1 FORM 10-Q FORM 10-Q 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, 1997 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, 1997; 50,203,116 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, ------------------------ -------------------- 1997 1996 1997 1996 ---------- ---------- -------- -------- (In Thousands of Dollars, Except per Share Data) Service revenues $ 860,507 $1,073,418 $286,213 $314,338 Net sales 454,069 477,637 169,309 184,899 Construction revenues 3,344 1,404 Net gain on disposition of businesses 26,969 13,013 7,055 ---------- ---------- -------- -------- Total revenues 1,341,545 1,567,412 462,577 500,641 ---------- ---------- -------- -------- Operating costs and expenses 644,340 859,297 203,397 232,574 Costs of goods sold 432,123 443,543 164,052 176,572 Construction costs 2,188 384 Selling, administrative and general expenses 83,708 92,449 26,072 27,209 Debt service charges 79,348 83,339 26,441 27,769 ---------- ---------- -------- -------- Total costs and expenses 1,239,519 1,480,816 419,962 464,508 ---------- ---------- -------- -------- Consolidated operating income 102,026 86,596 42,615 36,133 Equity in net income of investees and joint ventures 1,791 3,112 834 1,886 Interest income 16,852 10,707 6,218 3,635 Interest expense (23,325) (22,426) (8,160) (7,327) Other income (deductions)-net (453) 238 (47) 13 ---------- ---------- -------- -------- Income before income taxes and minority interests 96,891 78,227 41,460 34,340 Less: income taxes 40,210 32,855 16,375 14,422 minority interests 1,290 (1,192) 480 (470) ---------- ---------- -------- -------- Net income $ 55,391 $ 46,564 $ 24,605 $ 20,388 ========== ========== ======== ======== EARNINGS PER COMMON SHARE $ 1.11 $ .94 $ .49 $ .41 ========== ========== ======== ======== OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS SEPTEMBER 30, DECEMBER 31, 1997 1996 ----------- ----------- (In Thousands of Dollars) ASSETS Current Assets: Cash and cash equivalents $ 200,234 $ 140,824 Restricted funds held in trust 114,277 101,326 Receivables (less allowances: 1997, $22,579 and 1996, $38,275) 404,291 503,424 Inventories 43,039 56,566 Deferred income taxes 31,434 31,434 Other 59,164 52,598 ----------- ----------- Total current assets 852,439 886,172 Property, plant and equipment-net 1,867,612 1,851,304 Restricted funds held in trust 216,557 209,485 Unbilled service and other receivables (less allowances: 1997, $4,000 and 1996, $6,000) 323,546 218,422 Unamortized contract acquisition costs 138,054 138,777 Goodwill and other intangible assets 75,077 81,555 Other assets 232,769 211,817 ----------- ----------- TOTAL ASSETS $ 3,706,054 $ 3,597,532 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Current liabilities: Current portion of long-term debt $ 23,292 $ 3,560 Current portion of project debt 69,921 60,966 Dividends payable 15,652 15,547 Accounts payable 116,514 104,978 Federal and foreign income taxes payable 7,648 Accrued expenses, etc 265,623 302,597 Deferred income 47,321 46,228 ----------- ----------- Total current liabilities 538,323 541,524 Long-term debt 430,066 309,377 Project debt 1,462,351 1,500,690 Deferred income taxes 344,812 325,925 Other liabilities 215,821 212,538 Minority interests 4,823 7,903 Convertible subordinated debentures 148,650 148,650 ----------- ----------- Total Liabilities 3,144,846 3,046,607 ----------- ----------- Shareholders' Equity: Serial cumulative convertible preferred stock, par value $1.00 per share; authorized 4,000,000 shares; shares outstanding: 45,622 in 1997 and 47,689 in 1996, net of treasury shares of 29,820 in 1997 and 1996, respectively 45 48 Common stock, par value $.50 per share; authorized, 80,000,000 shares; shares outstanding: 50,203,116 in 1997 and 49,744,527 in 1996, net of treasury shares of 3,222,623 and 3,606,123 in 1997 and 1996, respectively 25,102 24,872 Capital surplus 209,804 202,162 Earned surplus 338,708 330,302 Cumulative translation adjustment-net (11,264) (5,768) Pension liability adjustment (565) (565) Net unrealized loss on securities available for sale (622) (126) ----------- ----------- Total Shareholders' Equity 561,208 550,925 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,706,054 $ 3,597,532 =========== =========== OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 ------------------------- 1997 1996 ---------- --------- (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 55,391 $ 46,564 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 79,825 88,219 Deferred income taxes 17,704 19,056 Other (18,776) (8,165) Management of Operating Assets and Liabilities: Decrease (increase) in Assets: Receivables 100,385 58,768 Inventory 9,923 (30,314) Other assets (1,733) (5,444) Increase (Decrease) in Liabilities: Accounts payable 14,862 3,401 Accrued expenses (54,417) 12,106 Other income (1,193) 2,523 Other liabilities (14,425) (24,902) --------- --------- Net cash provided by operating activities 187,546 161,812 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Entities purchased, net of cash acquired (20,000) (16,818) Proceeds from sale of marketable securities available for sale 13,158 Proceeds from sale of businesses 57,680 90,946 Proceeds from sale of property, plant and equipment 4,137 5,650 Investments in Energy facilities (21,550) (10,278) Other capital expenditures (52,967) (31,979) Decrease (increase) in other receivables (99,815) 11,378 Distributions from investees and joint ventures 43,975 Increase in investment in investees and joint ventures (39,522) (11,150) --------- --------- Net cash provided by (used in) investing activities (128,062) 50,907 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings for Energy facilities 112,911 Other new debt 140,564 6,353 Increase in funds held in trust (20,014) (18,502) Payment of debt (77,528) (190,137) Dividends paid (46,880) (46,452) Proceeds from exercise of stock options 7,869 3,118 Other (4,085) (111) --------- --------- Net cash used in financing activities (74) (132,820) --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 59,410 79,899 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 140,824 96,782 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 200,234 $ 176,681 ========= ========= OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Nine Months Ended Year Ended September 30, 1997 December 31, 1996 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 77,509 $78 79,289 $80 Shares converted into common stock (2,869) (3) (1,780) (2) ----------------------- ----------------------- Total 74,640 75 77,509 78 Treasury shares (29,820) (30) (29,820) (30) ----------------------- ----------------------- Balance at end of period (aggregate involuntary liquidation value - 1997 $903,123)aaaaa 44,820 45 47,689 48 ----------------------- ----------------------- Common Stock, Par Value $.50 Per Share; Authorized, 80,000,000 Shares: Balance at beginning of period 53,350,650 26,675 53,202,904 26,602 Exercise of stock options, less common stock utilized 57,960 29 137,134 68 Conversion of preferred shares 17,129 9 10,612 5 ----------------------- ----------------------- Total 53,425,739 26,713 53,350,650 26,675 ----------------------- ----------------------- Treasury shares at beginning of period 3,606,123 1,803 3,735,123 1,868 Exercise of stock options (383,500) (192) (129,000) (65) ----------------------- ----------------------- Treasury shares at end of period 3,222,623 1,611 3,606,123 1,803 ----------------------- ----------------------- Balance at end of period 50,203,116 25,102 49,744,527 24,872 ----------------------- ----------------------- Capital Surplus: Balance at beginning of period 202,162 197,921 Exercise of stock options, less common stock utilized 7,648 4,244 Conversion of preferred shares (6) (3) --------- ---------- Balance at end of period 209,804 202,162 --------- ---------- Earned Surplus: Balance at beginning of period 330,302 328,047 Net income 55,391 64,534 --------- ---------- Total 385,693 392,581 --------- ---------- Preferred dividends-per share 1997, $2.5128, 1996, $3.35 115 161 Common dividends-per share 1997, $.9375 1996, $1.25 46,870 62,118 --------- ---------- Total dividends 46,985 62,279 --------- ---------- Balance at end of period 338,708 330,302 --------- ---------- Cumulative Translation Adjustment-Net (11,264) (5,768) --------- ---------- Pension Liability Adjustment (565) (565) --------- ---------- Net Unrealized Loss on Securities Available For Sale (622) (126) --------- ---------- CONSOLIDATED SHAREHOLDERS' EQUITY $ 561,208 $ 550,925 ========= ==========
OGDEN CORPORATION AND SUBSIDIARIES SEPTEMBER 30, 1997 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. The accompanying financial statements for prior periods have been reclassified as to certain amounts to conform with the 1997 presentation. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In the first quarter of 1997, Ogden elected to change the reporting of its Business Segments as of January 1 and restated its 1996 presentation to conform to this revised Segment reporting. Two of Ogden's core businesses formerly reported as part of the Services segment - Entertainment and Aviation - have been designated as separate business segments. All other operations formerly in the Services segment, mainly the Facility Management and Technology groups were transferred to the Other segment except the Facility Management operations at Ogden's Waste-to-Energy plants and its Environmental business which have been transferred to the Energy Segment. Non-core businesses scheduled for disposition are included in an Other group. Revenues and income from operations (expressed in thousands of dollars) by segment for the nine months and the three months ended September 30, 1997 and 1996 were as follows: Operations:
Information Concerning Business Segments Nine Months Ended Three Months Ended September 30, September 30, 1997 1996 1997 1996 ----------- ----------- --------- --------- Revenues: Entertainment $ 329,775 $ 306,340 $ 144,801 $ 131,376 Aviation 288,503 325,527 93,955 114,814 Energy 516,725 525,586 174,916 179,704 Other 206,542 409,959 48,905 74,747 ----------- ----------- --------- --------- Total Revenues $ 1,341,545 $ 1,567,412 $ 462,577 $ 500,641 =========== =========== ========= ========= Income (Loss) from Operations: Entertainment $ 24,592 $ 19,257 $ 14,106 $ 10,068 Aviation 26,013 12,648 9,464 12,527 Energy 66,456 57,404 28,325 23,953 Other 584 15,678 (4,323) (4,697) ----------- ----------- --------- --------- Total Income from Operations 117,645 104,987 47,572 41,851 Equity in net income (loss) of investees and joint ventures: Entertainment (1,285) (771) (390) 51 Aviation 2,301 639 782 318 Energy 642 729 442 743 Other 133 2,515 0 774 ----------- ----------- --------- --------- Total 119,436 108,099 48,406 43,737 Corporate unallocated expenses-net (16,072) (18,153) (5,004) (5,705) Corporate interest-net (6,473) (11,719) (1,942) (3,692) ----------- ----------- --------- --------- Income Before Income Taxes and Minority Interest $ 96,891 $ 78,227 $ 41,460 $ 34,340 =========== =========== ========= =========
The Entertainment segment consists principally of interests in themed attractions; live theater; concerts; gaming; large format theaters and films; performing artist management; recorded music and video development; food, beverage and novelty concession operations; and facility management at arenas, stadiums, amphitheaters civic/convention centers and other recreational facilities. These services are provided to a wide variety of public and private facilities including stadiums, convention and exposition centers, arenas, parks, amphitheaters, and fairgrounds located in the United States, Mexico, Canada, Argentina, Germany, Australia, Spain and the United Kingdom. Entertainment also operates a racetrack and five off-track betting parlors in Illinois. The Aviation segment provides specialized support services to airlines at locations throughout the United States, Canada, Europe, Latin America and the Pacific Rim. The specialized support services provided by this group include comprehensive ground handling, ramp, passenger, cargo and warehouse, aviation fueling and in-flight catering services. These services are performed through joint ventures, consortiums, contracts with individual airlines, consolidated agreements with several airlines, and contracts with various airport authorities. The operations of Ogden's Energy segment are conducted by Ogden Energy Group, Inc. through four principal business groups: independent power, waste-to-energy, water and waste water and environmental consulting and engineering (collectively "Energy"). On September 30, 1997, Ogden Energy completed the acquisition of Pacific Energy at a cost of $70,000,000 in cash and notes. Operations: Revenues for the first nine months of 1997 were $225,900,000 lower than the comparable period of 1996. The Entertainment segment revenues increased $23,400,000 chiefly associated with the acquisition of Florida Leisure in 1996, new accounts and the start-up of operations in Germany and Aruba. The Aviation segment revenues were $37,000,000 lower reflecting reduced activity in inflight catering and ground services operations resulting from the sale of the Miami and Spanish inflight catering businesses and certain ground services operations, partially offset by the gains on the sale of such operations in the nine months ended September 30, 1997. The Energy segment revenues were $8,900,000 lower primarily due to reduced activity in the consulting and engineering groups, partially offset by increased customer activity at several Waste-to-Energy facilities and in the Independent Power group primarily reflecting commencement of operations at the Edison Bataan facility and increased activity at one other facility. Other segment revenues declined $203,400,000 reflecting revenues of businesses sold during 1996, namely; Facility operations outside of New York City; and the sale of W. J. Schafer Associates and Ogden Professional Services, formerly the Technology group, which were sold in June 1996, and the Facility operations in New York City sold in July 1997, which reductions in revenues were partially offset by the gain on such sales as well as the gain on the sale of the Corporation's 50% equity investment in the Universal Ogden joint venture. Consolidated operating income for the nine months ended September 30, 1997 was $15,400,000 higher than the comparable period of 1996. The Entertainment segment income from operations was $5,300,000 higher than the comparable period of 1996 primarily reflecting increased activity in European and South America operations, and several sports and amphitheater venues partially offset by development costs associated with the "American Wilderness Experience"(TM) project. The Aviation segment income from operations increased $13,400,000 chiefly associated with the sale of the Miami and Spanish inflight catering operations and certain ground services operations in 1997 and a charge in 1996 reflecting the decision to close a ground service location, which were partially offset by reduced activity in European operations. The Energy segment income from operations was $9,100,000 higher primarily reflecting increased activities at several Waste-to-Energy facilities. This increase was partially offset by lower income in the Independent Power group due to increased development costs and lower activity in consulting and engineering in the Environmental group. The Other segment income decreased $15,100,000 chiefly associated with the businesses sold in 1996, the sale of Charlotte operations and a provision for the disposition of certain remaining operations of Atlantic Design, a contract manufacturing business, partially offset by the gain on sales in 1997 of Facility operations in New York City and the Corporation's 50% equity interest in the Universal Ogden joint venture. Selling, general and administrative expenses for the nine months ended September 30, 1997 were $8,700,000 lower than the comparable period of 1996 chiefly associated with the sale of non-core businesses and Ogden's continuing restructuring activities. Debt service charges for the nine months ended September 30, 1997 were $4,000,000 lower than the comparable period of 1996 due primarily to lower debt outstanding on various facilities caused by maturities and redemptions of bonds. The Energy segment has three 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 costs of $328,000 and $572,000 for the nine months ended September 30, 1997 and 1996, respectively. Equity in net income of investees and joint ventures for the nine months ended September 30, 1997 was $1,300,000 lower than the comparable period of 1996 chiefly associated with the sale of the 50% equity interest in the Universal Ogden joint venture in the first quarter of 1997 partially offset by increased earnings of Aviation's Macau joint venture. Interest income for the nine months ended September 30, 1997 was $6,100,000 higher than the comparable period of 1996 chiefly associated with interest earned on increased loans to customers and joint ventures, on notes receivable received in connection with the sales of various operations as well as higher cash and cash equivalents. Interest expense for the nine months ended September 30, 1997 was $900,000 higher than the comparable period of 1996 primarily due to borrowings relating to loans to customers partially offset by lower borrowings on revolving credit lines. Ogden has two interest rate swap agreements covering notional amounts of $100,000,000 and $5,100,000, 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 agreement expires November 20, 2000, and was entered into in order to convert Ogden's $5,100,000 variable rate debt to a fixed rate. During the nine months ended September 30, 1997 and 1996, Ogden paid $133,000 and $110,000, respectively, on these swap agreements. The effective tax rate for the nine months ended September 30, 1997 was 41.5% compared with 42% for the comparable period of 1996. Revenues for the three months ended September 30, 1997 were $38,100,000 lower than the comparable period of 1996. The Entertainment segment revenues increased $13,400,000 chiefly associated with increased customer activity in sports and amphitheater venues, overseas operations and new accounts. The Aviation segment revenues were $20,900,000 lower primarily reflecting the sale of several inflight catering kitchens and certain ground services operations. The Energy segment revenues were $4,800,000 lower primarily due to reduced activity in the consulting, engineering and remediation businesses of the Environmental group, partially offset by increased Independent Power revenues primarily reflecting the acquisition of the Edison Bataan facility in August 1996. The Other segment revenues were $25,800,000 lower primarily reflecting the sale of Facility operations in New York City, reduced activity at Atlantic Design, a contract manufacturing business, partially offset by the net gain on the sale of the New York facility operations and on the Charlotte operations of Atlantic Design. Consolidated operating income for the three months ended September 30, 1997 were $6,500,000 higher than the comparable period of 1996. The Entertainment segment income from operations increased $4,000,000 chiefly associated with increased activity at sports venues and overseas operations partially offset by development costs on the "American Wilderness Experience"(TM) project. Aviation segment income from operations was $3,100,000 lower primarily reflecting the gain on the sale of JFK ground handling service operations in 1996, partially offset by increased fueling and ground services operations in 1997. The Energy segment income from operations was $4,400,000 higher primarily reflecting increased activity in several waste-to-energy facilities and Independent Power operations, partially offset by lower income in the consulting, engineering and remediation groups. The Other segment operating income was $400,000 higher chiefly associated with the gain on the sale of New York Facility operations in July 1997, offset by a loss on the sale of the Charlotte operations, and a provision for the disposition of certain of the remaining operations of Atlantic Design, a contract manufacturing business. Selling, General and Administrative expenses for the three months ended September 30, 1997 were $1,100,000 lower than the comparable period of 1996 chiefly associated with the sale of New York Facility operations as well as Ogden's continuing restructuring activities. Debt service charges for the three months ended September 30, 1997 were $1,300,000 lower than the comparable period of 1996 primarily due to lower debt outstanding due to bond redemptions and maturities. The three interest rate swap agreements entered into as hedges against interest rate exposure on a series of adjustable rate project debt resulted in additional debt service of $98,000 and $185,000 for the three months ended September 30, 1997 and 1996, respectively. Equity in net income of investees and joint ventures for the three months ended September 30, 1997 was $1,100,000 lower than the comparable period of 1996 primarily due to the sale of Ogden's 50% interest in Universal Ogden joint venture in the first quarter of 1997 and lower earnings in Independent Power and Entertainment joint ventures, partially offset by increased earnings in Aviation's Macau joint venture. Interest income for the quarter ended September 30, 1997 was $2,600,000 higher than the comparable period of 1996 chiefly associated with interest earned on increased loans to customers as well as higher cash and cash equivalents. Interest expense for the quarter ended September 30, 1997 was $800,000 higher than the comparable period of 1996 primarily reflecting increased borrowings. During the three months ending September 30, 1997 and 1996, Ogden paid $53,000 and $38,000 on two interest rate swap agreements. The effective tax rate for the three months ended September 30, 1997 was 39.5% compared with 42% for the comparable period of 1996, primarily reflecting a reduction in net permanent differences between book and taxable income. Capital Investments and Commitments: During the first nine months of 1997, capital investments amounted to $74,600,000, of which $21,600,000, inclusive of restricted funds transferred from funds held in trust, was for Energy facilities and $53,000,000 was for normal replacement and growth in Entertainment, Aviation and Energy's operations. At September 30, 1997, capital commitments amounted to $166,400,000, which included $87,400,000 for normal replacement, modernization, and growth in Entertainment ($62,500,000), Aviation ($7,100,000), Energy ($16,800,000), corporate and other ($1,000,000) operations. Also included was $79,000,000 for Energy's coal-fired power project in The Philippines reflecting $59,600,000 for mandatory equity contributions, $5,700,000 for contingent equity contributions, and $13,700,000 for a standby letter of credit in support of debt service reserve requirements. Funding for the mandatory equity contribution is being provided by a bank credit facility, which must be repaid in December 2001. Ogden also has a contingent equity contribution amounting to approximately $5,000,000 in connection with an Entertainment joint venture. In addition, compliance with standards and guidelines under the Clean Air Act Amendments of 1990 may require further Energy capital expenditures of $40,000,000 through December 2000 subject to the final time schedules determined by the individual states in which the Company's waste-to-energy facilities are located. During 1994, a subsidiary of Ogden entered into a 30-year facility management contract, pursuant to which it agreed to advance funds to a customer including, if necessary, to assist the customers' refinancing of senior secured debt it incurred in connection with the construction of the facility. To facilitate refinancing this senior secured debt, on April 1, 1997 Ogden purchased all such senior secured debt amounting to approximately $95,000,000. This is included in "long term notes receivables". Funds for this purchase were provided by a bank credit facility due March 26, 2000. This is included in "long term notes payable". Ogden expects that this note receivable will be sold to a third party during 1997, thereby repaying funds it had borrowed. After such sale, Ogden is expected to retain an obligation to purchase the customer's senior secured debt if the debt is not refinanced prior to March 2000. This obligation is expected to be collateralized by bank letters of credit. In addition, at September 30, 1997, the Corporation has guaranteed indebtedness of $16,100,000 of an affiliate and principal tenant of this customer, which was due in September 1997. This indebtedness is in process of restructuring and the maturity is expected to be extended to September 30, 1998. Ogden has also guaranteed borrowings of a customer amounting to approximately $14,400,000 as well as another $10,500,000 of borrowings of joint ventures in which Ogden has an equity interest. Management does not expect that these arrangements will have a material adverse effect on Ogden's Consolidated Financial Statements. 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 also 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 obligations incurred in the normal course of business will have a material adverse effect on Ogden's Consolidated Financial Statements. Liquidity/Cash Flow - Net cash provided from operating activities for the nine months of 1997 was $25,700,000 higher than the comparable period of 1996 primarily reflecting a decrease of $41,600,000 in accounts receivable principally relating to businesses disposed of and the collection of receivables reflecting the settlement of certain matters in dispute, a decrease of $40,200,000 in inventories reflecting the sale of the Charlotte operations of Atlantic Design and the leveling off of other inventory requirements partially offset by a net decrease of $55,100,000 in accounts payable and accrued expenses. Net cash used in investing activities increased $179,000,000 primarily reflecting an increase in loans to customers of $111,200,000, increased capital expenditures of $32,300,000 primarily in the Energy and Entertainment segments and a reduction in the proceeds from the sale of businesses of $33,300,000 partially offset by a net decrease of $15,600,000 in investment in investees and joint ventures chiefly associated with the return of a portion of the investment in the Quezon joint venture in excess of amounts contributed to this project in 1997 as well as lower investments in other ventures. Net cash used in financing activities decreased $132,700,000 reflecting an increase in new debt of $134,200,000 primarily reflecting bank financing to purchase senior secured debt of a customer and mandatory equity contributions for Energy's Quezon joint venture in the Philippines. Exclusive of changes in 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, 1997, the Corporation had $200,234,000 in cash and cash equivalents and unused revolving credit lines of $214,000,000. 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. (a) 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 II - 1 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: 2 Plan of Acquisition, Reorganization Arrangement, Liquidation or Succession. 2.1 Agreement and Plan of Merger, dated as of October 31, 1989, among Ogden, ERCI Acquisition Corporation and ERC International, Inc.* 2.2 Agreement and Plan of Merger among Ogden Corporation, ERC International Inc., ERC Acquisition Corporation and ERC Environmental and Energy Services Co., Inc. dated as of January 17, 1991.* 2.3 Amended and Restated Agreement and Plan of Merger among Ogden Corporation, OPI Acquisition Corporation sub. and Ogden Projects, Inc., dated as of September 27, 1994.* 3 Articles of Incorporation and By-Laws. 3.1 Ogden's Restated Certificate of Incorporation as amended.* 3.2 Ogden's By-Laws, as amended through May 22, 1997.* 4 Instruments Defining Rights of Security Holders. II - 2 4.1 Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of June 1, 1987 and Offering Memorandum dated June 12, 1987, relating to U.S. $85 million Ogden 6% Convertible Subordinated Debentures, Due 2002.* 4.2 Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of October 15, 1987, and Offering Memorandum, dated October 15, 1987, relating to U.S. $75 million Ogden 5-3/4% Convertible Subordinated Debentures, Due 2002.* 4.3 Indenture dated as of March 1, 1992 from Ogden Corporation to The Bank of New York, Trustee, relating to Ogden's $100 million debt offering.* 10 Material Contracts 10.1 (i) Ogden $200 million Credit Agreement by and among Ogden, The Bank of New York, as Agent and the signatory Lenders thereto dated as of June 30, 1997.* 10.2 Rights Agreement between Ogden Corporation and Manufacturers Hanover Trust Company, dated as of September 20, 1990.*. 10.3 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1990 Stock Option Plan.* (i) Ogden Corporation 1990 Stock Option Plan as Amended and Restated as of January 19, 1994.* (b) Ogden Services Corporation Executive Pension Plan.* (c) Ogden Services Corporation Select Savings Plan.* (i) Ogden Services Corporation Select Savings Plan Amendment and Restatement as of January 1, 1995.* (d) Ogden Services Corporation Select Savings Plan Trust.* (i) Ogden Services Corporation Select Savings Plan Trust Amendment and II - 3 Restatement as of January 1, 1995.* (e) Ogden Services Corporation Executive Pension Plan Trust.* (f) Changes effected to the Ogden Profit Sharing Plan effective January 1, 1990.* (g) Employment Letter Agreement between Ogden and an executive officer dated January 30, 1990.* (h) Employment Agreement between R. Richard Ablon and Ogden dated as of May 24, 1990.* (i) Letter Amendment to Employment Agreement between Ogden Corporation and R. Richard Ablon, dated as of October 11, 1991.* (i) Employment Agreement between Ogden and Philip G. Husby, dated as of July 2, 1990.* (j) Letter Agreement between Ogden Corporation and Ogden's Chairman of the Board, dated as of January 16, 1992.* (k) Employment Agreement between Ogden Corporation and Ogden's Chief Accounting Officer dated as of December 18, 1991.* (l) Employment Agreement between Scott G. Mackin and Ogden Projects, Inc. dated as of January 1, 1994.* (m) Ogden Corporation Profit Sharing Plan.* (i) Ogden Profit Sharing Plan as amended and restated January 1, 1991 and as in effect through January 1, 1993.* (ii) Ogden Profit Sharing Plan as amended and restated effective as of January 1, 1995.* (n) Ogden Corporation Core Executive Benefit Program.* (o) Ogden Projects Pension Plan.* (p) Ogden Projects Profit Sharing Plan.* II - 4 (q) Ogden Projects Supplemental Pension and Profit Sharing Plans.* (r) Ogden Projects Core Executive Benefit Program.* (s) Ogden Corporation CEO Formula Bonus Plan.* (t) Form of amendments to the Ogden Projects, Inc. Pension Plan and Profit Sharing Plans effective as of January 1, 1994.* (i) Form of amended Ogden Projects Profit Sharing Plan effective as of January 1, 1994.* (ii) Form of amended Ogden Projects Pension Plan, effective as of January 1, 1994.* 10.4 First Amended and Restated Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Mission Funding Zeta and Pitney Bowes Credit Corporation.* 10.5 Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Allstate Insurance Company and Ogden Martin Systems of Huntington Resource Recovery Nine Corp.* 10.6 $95 million Term Loan and Letter of Credit and Reimbursement Agreement, dated March 26, 1997 among Ogden as Borrower, the lender banks named therein and the Deutsche Bank A.G., New York Branch as Agent and lender.* 11 Detail of Computation of Earnings applicable to Common Stock. 27 Financial Data Schedule (EDGAR Filing Only). * Incorporated by reference as set forth in the Exhibit Index of this Form 10-Q. (b) Reports on Form 8-K There were no Form 8-K Current Reports filed during the Third Quarter of 1997. II - 5 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 12, 1997 By: /s/ Philip G. Husby ------------------------ Philip G. Husby Senior Vice President and Chief Financial Officer Date: November 12, 1997 By: /s/ Robert M. DiGia ------------------------ Robert M. DiGia Vice President, Controller and Chief Accounting Officer II - 6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ 2 Plan of Acquisition, Reorganization Arrangement, Liquidation or Succession. 2.1 Agreement and Plan of Merger, Filed as Exhibit 2 to Ogden's dated as of October 31, 1989, Form S-4 Registration Statement among Ogden, ERCI Acquisition File No. 33-32155, and Corporation and ERC International incorporated herein by Inc. reference. 2.2 Agreement and Plan of Merger Filed as Exhibit (10)(x) to among Ogden Corporation, ERC Ogden's Form 10-K for the International Inc., ERC fiscal year ended December 31, Acquisition Corporation and 1990 and incorporated herein ERC Environmental and Energy by reference. Services Co., Inc. dated as of January 17, 1991. 2.3 Amended and Restated Agreement Filed as Exhibit 2 to Ogden's and Plan of Merger among Ogden Form S-4 Registration Statement Corporation, OPI Acquisition File No. 33-56181 and Corporation sub. and Ogden incorporated herein by Projects, Inc. dated as of reference. September 27, 1994. 3 Articles of Incorporation and By-Laws. 3.1 Ogden's Restated Certificate Filed as Exhibit (3)(a) of Incorporation as amended. to Ogden's Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference. 3.2 Ogden By-Laws as amended through Filed as Exhibit 3.2 to Ogden's May 22, 1997. Form 10-Q for the quarterly period ended June 30, 1997 and incor- porated herein by reference. 4 Instruments Defining Rights of Security Holders. 4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K dated as of June 1, 1987 and filed with the Securities and Offering Memorandum dated June Exchange Commission on July 7, 12, 1987, relating to U.S. 1987 and incorporated herein $85 million Ogden 6% Convertible by reference. Subordinated Debentures, Due 2002. II - 7 EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ 4.2 Fiscal Agency Agreement between Filed as Exhibit (4)to Ogden's Ogden and Bankers Trust Company, Form S-3 Registration Statement dated as of October 15, 1987, filed with the Securities and and Offering Memorandum, dated Exchange Commission on December October 15, 1987, relating to 4, 1987, Registration No. U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated Convertible Subordinated herein by reference. Debentures, Due 2002. 4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to 1992 from Ogden Corporation to Ogden's Form 10-K for fiscal The Bank of New York, Trustee, year ended December 31, 1991, relating to Ogden's $100 million and incorporated herein by debt offering. reference. 10 Material Contracts 10.1 (i) Ogden $200 million Credit Filed as Exhibit 10.1(i)to Agreement by and among Ogden's Form 10-Q for the Ogden, The Bank of New quarterly period ended June York, as Agent and the 30, 1997 and incorporated signatory Lenders thereto herein by reference. dated as of June 30, 1997. 10.2 Rights Agreement between Ogden Filed as Exhibit (10)(h) to Corporation and Manufacturers Ogden's Form 10-K for the Hanover Trust Company, dated as fiscal year ended December 31, of September 20, 1990. 1990 and incorporated herein by reference. 10.3 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1990 Filed as Exhibit (10)(j) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to Stock Option Plan as Ogden's Form 10-Q for the Amended and Restated as of quarterly period ended January 19, 1994. September 30, 1994 and incorporated herein by reference. (b) Ogden Services Corporation Filed as Exhibit (10)(k) to Executive Pension Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. II - 8 EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ (c) Ogden Services Corporation Filed as Exhibit (10)(l) to Select Savings Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to Select Savings Plan Ogden's Form 10-K for the Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (d) Ogden Services Corporation Filed as Exhibit (10)(m) to Select Savings Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to Select Savings Plan Trust Ogden's Form 10-K for the fiscal Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (e) Ogden Services Corporation Filed as Exhibit (10)(n) to Executive Pension Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (f) Changes effected to the Ogden Filed as Exhibit (10)(o) to Profit Sharing Plan effective Ogden's Form 10-K for the January 1, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (g) Employment Letter Agreement Filed as Exhibit (10)(p) to between Ogden and an executive Ogden's Form 10-K for the officer dated January 30, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (h) Employment Agreement between Filed as Exhibit (10)(r) to R. Richard Ablon and Ogden Ogden's Form 10-K for the dated as of May 24, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(r)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and R. Richard Ablon, dated 1990 and incorporated herein as of October 11, 1990. by reference. II - 9 EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ (i) Employment Agreement between Filed as Exhibit (10)(t) to Ogden and Philip G. Husby, Ogden's Form 10-K for the dated as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (j) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to Corporation and Ogden's Ogden's Form 10-K for fiscal Chairman of the Board, dated year ended December 31, 1991 as of January 16, 1992. and incorporated herein by reference. (k) Employment Agreement between Filed as Exhibit 10.2 (q) to Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal Chief Accounting Officer dated year ended December 31, 1991 as of December 18, 1991. and incorporated herein by reference. (l) Employment Agreement between Filed as Exhibit 10.8(o) to Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal Projects, Inc. dated as of year ended December 31, 1993 January 1, 1994. and incorporated herein by reference. (m) Ogden Corporation Profit Filed as Exhibit 10.8(p) to Sharing Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to as amended and restated Ogden's Form 10-K for fiscal January 1, 1991 and as in year ended December 31, 1993 effect through January 1, and incorporated herein by 1993. reference. (ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to as amended and restated Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 and 1995. incorporated herein by reference. (n) Ogden Corporation Core Filed as Exhibit 10.8(q) to Executive Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (o) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. II - 10 EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ (p) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (q) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to Pension and Profit Sharing Ogden's Form 10-K for fiscal Plans. year ended December 31, 1992 and incorporated herein by reference. (r) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (s) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to Bonus Plan. Ogden's Form 10-Q for quarterly period ended September 30, 1994 and incorporated herein by reference. (t) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal Profit Sharing Plans effective year ended December 31, 1993 as of January 1, 1994. and incorporated herein by reference. (i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to Projects Profit Sharing Ogden's Form 10-K for fiscal Plan effective as of year ended December 31, 1994 January 1, 1994 and and incorporated herein by incorporated herein by reference. reference. (ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to Projects Pension Plan, Ogden's Form 10-K for fiscal effective as of year ended December 31, 1994 January 1, 1994 and and incorporated herein by incorporated herein reference. by reference. 10.4 First Amended and Restated Filed as Exhibit 10.3 (b) (i) Ogden Corporation Guaranty to Ogden's Form 10-K for Agreement made as of January 30, fiscal year ended December 31, 1992 by Ogden Corporation for 1991 and incorporated herein the benefit of Mission Funding by reference. Zeta and Pitney Bowes Credit Corporation. II - 11 EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ 10.5 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii) Agreement made as of January to Ogden's Form 10-K for 30, 1992 by Ogden Corporation fiscal year ended December 31, for the benefit of Allstate 1991 and incorporated herein Insurance Company and Ogden by reference. Martin Systems of Huntington Resource Recovery Nine Corp. 10.6 $95 million Term Loan and Letter Filed as Exhibit 10.6 to of Credit and Reimbursement Ogden's Form 10-Q for the Agreement, dated March 26, 1997 quarter ended March 31, 1997 and among Ogden as Borrower, the incorporated herein by reference. lender banks named therein and the Deutsche Bank A.G., New York Branch as Agent and lender. 11 Ogden Corporation and Transmitted herewith as Subsidiaries Detail of Exhibit 11. Computation of Earnings Applicable to Common Stock. 27 Financial Data Schedule. Transmitted herewith as Exhibit 27. II - 12 EX-11 2 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 OGDEN CORPORATION AND SUBSIDIARIES DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
FOR THE NINE MONTHS FOR THE THREE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------- -------------------- 1997 1996 1997 1996 -------- -------- ------ ------- (In Thousands) NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE: Average number of common shares 49,951 49,642 50,048 49,705 ======= ====== ====== ====== NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE ASSUMING FULL DILUTION: Average number of common shares 49,951 49,642 50,048 49,705 Shares issuable for conversion of preferred stock 278 291 272 287 ------- ------- ------ ------- Number of shares used for computation 50,229 49,933 50,320 49,992 ======= ======= ====== ======= COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES: Net income $55,391 $46,564 $24,605 $20,388 Less: dividends on Ogden preferred stock (115) (121) (38) (40) ------- ------- ------- ------- Consolidated income applicable to Ogden common stock $55,276 $46,443 $24,567 $20,348 ======= ======= ======= ======= COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES-ASSUMING FULL DILUTION: Net income $55,391 $46,564 $24,605 $20,388 ======= ======= ======= =======
Note: Earnings per common share was computed by dividing net income, increased (decreased) for adjustments arising from minority interest in consolidated subsidiaries, reduced by preferred stock dividend requirements, by the weighted average of the number of shares of common stock and common stock equivalents, where dilutive, outstanding during each period. Earnings per common share, assuming full dilution, was computed on the assumption that all convertible debentures, convertible preferred stock, and stock options converted or exercised during each period, or outstanding at the end of each period were converted at the beginning of each period or at the date of issuance or grant, if dilutive. This computation provides for the elimination of related convertible debenture interest and preferred dividends. EX-27 3 ART. 5 FDS 10-Q
5 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 200,234 0 426,870 22,579 43,039 852,439 2,455,137 587,525 3,706,054 538,323 2,041,067 0 45 25,102 536,061 3,706,054 454,069 1,341,545 432,123 721,813 0 1,875 23,325 96,891 40,210 55,391 0 0 0 55,391 1.11 1.10
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