WASTE SERVICES, INC. - S-3 - 20040624 - CAPITALIZATION
CAPITALIZATION
The following table sets forth our capitalization
as of March 31, 2004 on an actual basis and on a pro forma
basis to give effect to the closing of the acquisitions of
Florida Recycling and the remaining Allied assets and the
financing transactions that were completed on April 30,
2004, and on an as adjusted pro forma basis to reflect the
migration transaction.
You should read this table in conjunction with
our unaudited pro forma condensed consolidated financial
statements as of March 31, 2004, our interim unaudited
condensed consolidated financial statements for the three months
ended March 31, 2004 and our annual financial statements
for the year ended December 31, 2003, as filed on
Forms 8-K, 10-Q and 10-K, respectively, with the SEC, and
which are incorporated by reference in this prospectus.
As of March 31, 2004
Adjusted
Actual(1)
Pro Forma(2)
Pro Forma(3)
(in thousands, except per share amounts)
Debt:
Senior 364-day credit facilities
$
184,125
$
—
$
—
Senior secured credit facilities — term
loan
—
100,000
100,000
Senior subordinated notes
—
160,000
160,000
Subordinated notes
8,248
8,248
8,248
Capital lease obligations
1,633
1,633
1,633
Total debt
194,006
269,881
269,881
Mandatorily redeemable shares of preferred stock
of Waste Services(4)
52,039
52,039
52,039
Shareholders’ equity:
Common shares of Capital Environmental, no par
value; unlimited shares authorized; 73,707,902 shares
issued (actual) and 95,357,902 shares issued (pro forma)
245,133
339,165
—
Warrants to purchase common shares of Capital
Environmental
24,754
27,288
—
Deferred stock based compensation of Capital
Environmental
(130
)
(130
)
—
Shares of preferred stock of Waste Services,
$0.01 par value; 5,000,000 shares authorized(4)
—
—
—
Shares of common stock of Waste Services, $0.01
par value; 500,000,000 shares authorized;
95,357,902 shares issued on an adjusted pro forma basis(5)
—
—
954
Additional paid-in capital of Waste Services
—
—
338,211
Warrants to purchase shares of common stock of
Waste Services
—
—
27,288
Deferred stock based compensation of Waste
Services
—
—
(130
)
Accumulated other comprehensive income
13,786
13,786
13,786
Accumulated deficit
(66,792
)
(66,792
)
(66,792
)
Total Capitalization
$
462,796
$
635,237
$
635,237
(1)
Represents actual historical Capital
Environmental balances as of March 31, 2004.
(2)
Represents pro forma Capital Environmental
balances as of March 31, 2004 as filed on Form 8-K
with the SEC on June 9, 2004. These balances have been
adjusted, on a pro forma basis, to reflect: (i) the
acquisition of certain assets from Allied Waste Industries, Inc.
in the Jacksonville metropolitan area; (ii) the acquisition
of Florida Recycling; (iii) borrowings under our new senior
secured credit facilities; (iv) an offering of senior
subordinated notes of Waste Services; (v) the
private placement and registration of common
shares and warrants to purchase common shares of Capital
Environmental; and (vi) the repayment of our previously
outstanding 364-day credit facilities.
(3)
Represents pro forma Capital Environmental
balances as of March 31, 2004 as filed on Form 8-K
with the SEC on June 9, 2004, further adjusted for the
effects of the migration transaction.
(4)
Of the 5,000,000 shares of authorized
preferred stock of Waste Services, 100,000 shares have been
designated as Series A of which, 55,000 shares are
issued and outstanding. Due to certain redeemable features of
the issued and outstanding shares of preferred stock, they are
classified as a liability outside of equity. The amount of
$52.0 million is net of a discount of $12.4 million.
(5)
The adjusted pro forma capitalization
contemplates the eventual conversion of all exchangeable shares
into shares of issued and outstanding common stock of Waste
Services
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