0000898430-95-001605.txt : 19950816 0000898430-95-001605.hdr.sgml : 19950816 ACCESSION NUMBER: 0000898430-95-001605 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES FILTER CORP CENTRAL INDEX KEY: 0000318025 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 330266015 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10728 FILM NUMBER: 95563838 BUSINESS ADDRESS: STREET 1: 73 710 FRED WARING DR STE 222 CITY: PALM DESERT STATE: CA ZIP: 92260 BUSINESS PHONE: 6193400098 MAIL ADDRESS: STREET 1: 73 710 FRED WARING DRIVE SUITE 222 CITY: PALM DESERT STATE: CA ZIP: 92260 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TOXXIC CONTROL INC DATE OF NAME CHANGE: 19910401 FORMER COMPANY: FORMER CONFORMED NAME: NOVAN ENERGY INC DATE OF NAME CHANGE: 19871227 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 and 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended JUNE 30, 1995 ------------- 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 1-10728 ------- UNITED STATES FILTER CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) ------------------------------------------------------ DELAWARE 33-0266015 -------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 73-710 FRED WARING DRIVE, PALM DESERT, CA 92260 ------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619) 340-0098 -------------- 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 preceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- The number of shares of common stock, $.01 par value, outstanding as of August 7, 1995, is 22,246,186 shares. Total number of pages 15 ---------- THERE IS ONE EXHIBIT FILED WITH THIS REPORT. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS UNITED STATES FILTER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 1995 AND MARCH 31, 1995 (UNAUDITED)
June 30, 1995 March 31, 1995 ------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 5,712,000 16,159,000 Short-term investments 5,397,000 2,418,000 Accounts receivable, net 109,373,000 89,352,000 Costs and estimated earnings in excess of billings on uncompleted contacts 30,984,000 20,016,000 Inventories 41,817,000 34,707,000 Prepaid expenses 9,464,000 2,858,000 Deferred taxes 3,482,000 3,482,000 Other current assets 8,849,000 6,495,000 ------------ ----------- Total current assets 215,078,000 175,487,000 ------------ ----------- Property, plant and equipment, net 125,026,000 68,395,000 Investment in leasehold interest 20,930,000 20,390,000 Cost in excess of net assets of businesses acquired, net 133,384,000 99,162,000 Other assets 18,355,000 15,294,000 ------------ ----------- $512,773,000 378,728,000 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 41,464,000 35,846,000 Accrued liabilities 46,842,000 33,727,000 Current portion of long-term debt 1,950,000 2,033,000 Notes payable 30,114,000 24,538,000 Billings in excess of costs and estimated earnings on uncompleted contracts 13,947,000 15,940,000 Other current liabilities 10,231,000 5,733,000 ----------- ----------- Total current liabilities 144,548,000 117,817,000 ------------ ----------- Long-term debt 9,165,000 8,792,000 Convertible subordinated debentures 105,000,000 105,000,000 Deferred taxes 8,028,000 8,028,000 Other liabilities 4,414,000 1,947,000 ------------ ----------- Total liabilities 271,155,000 241,584,000 ------------ -----------
(CONTINUED) SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2 ITEM 1. FINANCIAL STATEMENTS UNITED STATES FILTER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) (UNAUDITED)
June 30, 1995 March 31, 1995 -------------- --------------- Shareholders' equity: Series A voting cumulative convertible preferred stock, $.10 par value, $25 liquidation preference, 880,000 shares authorized and issued 22,071,000 22,071,000 Series B voting convertible preferred stock, $.10 par value, $27 liquidation preference, 250,000 shares authorized, 139,518 and 185,185 shares issued and outstanding at June 30, 1995 and March 31, 1995, respectively 2,641,000 3,506,000 Common stock, $.01 par value; 75,000,000 shares authorized; 22,221,739 and 15,220,003 shares issued and outstanding at June 30, 1995 and March 31, 1995, respectively 222,000 152,000 Additional paid-in capital 230,591,000 131,654,000 Currency translation adjustment 947,000 (2,026,000) Accumulated deficit (14,854,000) (18,213,000) ------------ ----------- Total shareholders' equity 241,618,000 137,144,000 ------------ ----------- $512,773,000 378,728,000 ============ ===========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3 UNITED STATES FILTER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (UNAUDITED)
1995 1994 -------- -------- Revenues $91,539,000 55,063,000 Costs of sales 63,665,000 39,842,000 ----------- ---------- Gross profit 27,874,000 15,221,000 Selling, general and administrative expenses 21,626,000 13,243,000 ----------- ---------- Operating income 6,248,000 1,978,000 Other income (expense): Interest expense (2,435,000) (900,000) Other income 726,000 526,000 ----------- ---------- (1,709,000) (374,000) ----------- ---------- Income before income taxes 4,539,000 1,604,000 Income taxes 1,180,000 497,000 ----------- ---------- Net income $3,359,000 1,107,000 ========== ========== Net income per common share $ 0.16 0.06 ========== ========== Weighted average number of common shares outstanding 20,002,000 14,554,000 ========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4 UNITED STATES FILTER CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (UNAUDITED)
1995 1994 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,359,000 1,107,000 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,374,000 1,834,000 Provision for doubtful accounts 646,000 19,000 Gain on sale of property and equipment (177,000) - Stock option compensation 28,000 24,000 Change in operating assets and liabilities: Increase in accounts receivable (7,744,000) (573,000) (Increase) decrease in costs and estimated earnings on uncompleted contracts (10,968,000) 1,856,000 Increase in inventories (4,286,000) (2,319,000) (Increase) in other assets (3,834,000) (1,312,000) Decrease in accounts payable and accrued expenses (3,930,000) (9,561,000) Increase (decrease) in billings in excess of costs and estimated earnings or uncompleted contracts (1,688,000) 1,017,000 Decrease in other liabilities 7,168,000 1,596,000 ----------- ---------- Net cash used in operating activities (17,052,000) (6,312,000) ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Payment for purchase of property, plant & equipment (3,741,000) (2,941,000) Payment for purchase of acquisitions, net of cash acquired (91,739,000) (761,000) Investment in leasehold interest - (4,752,000) Proceeds from disposal of equipment 1,282,000 - (Purchase) sale of short-term investments (2,979,000) 1,651,000 ----------- ---------- Net cash used in investing activities (97,177,000) (6,803,000) ----------- ----------
(Continued) SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5 UNITED STATES FILTER CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (CONTINUED) (UNAUDITED)
1995 1994 ------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on debt (237,000) (69,000) Proceeds from borrowings on notes payable and long-term debt 5,905,000 1,800,000 Proceeds from issuance of common stock 98,114,000 294,000 ----------- ----------- Net cash provided by financing activities 103,782,000 2,025,000 ----------- ----------- Net decrease in cash (10,447,000) (11,090,000) Cash balance at March 31, 1995 and 1994 16,159,000 18,031,000 ----------- ----------- Cash balance at June 30, 1995 and 1994 $ 5,712,000 6,941,000 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 3,123,000 1,603,000 =========== =========== Cash paid during the period for income taxes $ 306,000 32,000 =========== ===========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 UNITED STATES FILTER CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 AND MARCH 31, 1995 (UNAUDITED) Note 1. Operations and Significant Accounting Policies ---------------------------------------------- The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such regulations. The condensed consolidated financial statements reflect all adjustments and disclosures which are, in the opinion of management, necessary for a fair presentation. All such adjustments are of a normal recurring nature. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995. The results of operations for the interim periods are not necessarily indicative of the results of the full fiscal year. Earnings per Common Share ------------------------- Earnings per common share is computed based on the weighted average number of shares outstanding. Common stock equivalents, consisting of convertible preferred stock, options and warrants are included in the computation of earnings per share when their effect is dilutive. Primary and fully diluted earnings per common share for the three months ended June 30, 1995 and 1994, were calculated as follows: 7
1995 1994 ------------ ----------- Net income $ 3,359,000 1,107,000 Dividends on preferred stock (179,000) (179,000) ----------- ---------- Adjusted net income applicable to common shares $ 3,180,000 928,000 =========== ========== Weighted average shares outstanding 19,542,000 14,368,000 Add: Exercise of options and warrants reduced by the number of shares purchased with proceeds 460,000 186,000 ----------- ---------- Adjusted weighted average shares outstanding 20,002,000 14,554,000 =========== ========== Earnings per common share: Net income $ 0.17 0.08 Dividends on preferred stock (0.01) (0.02) ----------- ---------- Adjusted earnings per common share $ 0.16 0.06 =========== ==========
Note 2. Inventories ----------- Inventories at June 30 and March 31, 1995, consist of the following:
June 30, 1995 March 31, 1995 ------------- -------------- Raw materials $15,274,000 14,243,000 Work-in-process 11,340,000 10,007,000 Finished goods 15,203,000 10,457,000 ----------- ---------- $41,817,000 34,707,000 =========== ==========
8 Note 3. Acquisitions ------------ On April 3, 1995, the Company acquired all of the outstanding capital stock of The Permutit Company Limited, a U.K. corporation and The Permutit Company Pty Ltd., an Australian corporation (collectively the "Permutit Group"), pursuant to a Share Purchase Agreement between the Company and Thames Water PLC, a U.K. corporation. The all-cash purchase price totaled approximately $10,000,000 and is subject to certain adjustments. The Permutit Group provides a range of products, including pre-engineered water treatment systems for the pharmaceutical, laboratory and chemical markets and other commercial customers. The acquisition of The Permutit Group has been accounted for as a purchase, and, accordingly, the results of operations of The Permutit Group for the three months ended June 30, 1995 are included in the Company's consolidated statements of operations. The excess of cost over fair value of net assets acquired was approximately $9,400,000 and is being amortized on a straight-line basis over 40 years. On May 4, 1995, the Company completed the acquisition of all of the outstanding capital stock of Arrowhead Industrial Water, Inc. ("AIW") from B.F. Goodrich Company pursuant to a stock purchase agreement dated as of February 27, 1995, as amended. The acquisition was effective as of April 30, 1995. The all-cash purchase price was $80,000,000 and is subject to adjustment based upon the net asset value of AIW, as determined as of April 30, 1995 by comparing AIW's audited net asset value as of April 30, 1995 with the audited net asset value as of December 31, 1994. AIW, headquartered in Lincolnshire, Illinois, is a supplier of owned and operated on-site industrial water treatment systems in the United States and provides emergency and temporary mobile water treatment systems. The acquisition of AIW has been accounted for as a purchase and, accordingly, the results of operations of AIW for the two-month period ended June 30, 1995 are included in the Company's consolidated statements of operations. The excess of fair value of net assets acquired was approximately $25,159,000 and is being amortized on a straight-line basis over 40 years. 9 Summarized below are the unaudited pro forma results of operations of the Company as though The Permutit Group and AIW had been acquired at the beginning of the three-month periods ended June 30, 1995 and 1994:
Three Months Ended June 30, ----------------------- 1995 1994 ---------- ---------- Revenues $95,140,000 70,548,000 =========== ========== Net income $ 3,419,000 1,108,000 =========== ========== Net income per common share 0.16 0.06 ========== ==========
Note 4. Common Stock ------------ On May 3, 1995, the Company completed an underwritten public offering of 6,900,000 shares of its common stock at a price of $15.00 per share. The net proceeds to the Company, after underwriting discounts and commissions and before other related expenses, were $98,118,000. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations --------------------- Revenues. Revenues for the three months ended June 30, 1995 were $91,539,000 an increase of $36,476,000 from $55,063,000 for the comparable period of the prior fiscal year. This increase was due primarily to acquisitions completed by the Company after the first quarter ended June 30, 1994. Excluding the effect of these acquisitions, Company revenues increased approximately $8,900,000 or 16% from the corresponding period in the prior year. Revenues from capital equipment sales for the three months ended June 30, 1995 represented 48% of total revenues, while revenues from services and operations represented 27%, and revenues from replacement parts and consumables represented 25%. Gross Profit. Gross profit increased 83.1% to $27,874,000 for the three months ended June 30, 1995 from $15,221,000 for the comparable period of the prior fiscal year. Total gross profit as a percentage of revenue ("gross margin") increased to 30.5% for the three months ended June 30, 1995, compared to 27.6% for the comparable period of the prior fiscal year. The increase in gross margin through June 30, 1995 was due primarily to the shift in revenue mix to recurring and higher margin service-based revenues and, to a lesser extent, to increased economies of scale in manufacturing operations. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $21,626,000 for the three months ended June 30, 1995 from $13,243,000 for the comparable period of the prior fiscal year. This increase was primarily due to the addition of sales and administrative personnel accompanying the Company's recent acquisitions. As a percentage of revenues, selling, general and administrative expenses decreased to 23.6% during the three months ended June 30, 1995, as compared to 24.1% for the comparable period of the prior fiscal year. The decrease in the percentage of selling, general and administrative expenses to revenues for the three months ended June 30, 1995 was due primarily to the benefits derived from economies of scale resulting from growth in revenues, the continued implementation of cost controls and elimination of certain redundancies. 11 Interest Expense. Interest expense increased to $2,435,000 for the three months ended June 30, 1995 from $900,000 for the comparable period of the prior fiscal year. Interest expense for the three months ended June 30, 1995 consists primarily of interest on the Company's 5.0% and 4.5% (6.5% through September 30, 1995) Convertible Subordinated Debentures issued October 20, 1993 and August 31, 1994, respectively, and increased borrowings under the Company's bank line of credit to finance its revenue expansion and recent acquisitions. At June 30, 1995, the Company had cash and short-term investments of $11,009,000. Income Taxes. Income tax expense increased to $1,180,000 for the three months ended June 30, 1995 from $497,000 for the comparable period of the prior fiscal year. This increase was attributable to increased net income. The Company's effective tax rate for the three months ended June 30, 1995 was 26%. As of March 31, 1995, the Company had net operating loss carryforwards in France of approximately $20,351,000 and other European countries of approximately $6,400,000 for which no financial statement benefit has been recognized. In addition, the Company had net operating loss carryforwards generated from Liquipure of approximately $13,500,000 for which no financial statement benefit has been recognized. Future recognition of these carryforwards will be reflected if the above operations generate sufficient earnings before the expiration periods of the loss carryforwards. In addition, the benefit of the French loss carryforwards must be shared equally between the Company and Alcoa until March 31, 1997, pursuant to an agreement between the Company and Alcoa related to the Company's acquisition of SCT in 1992. Net Income. Net income increased to $3,359,000 for the three months ended June 30, 1995 from $1,107,000 for the comparable period of the prior fiscal year. Net income per common share increased to $0.16 per share (based upon 20,002,000 weighted average common shares outstanding) for the three months ended June 30, 1995 from $0.06 per common share (based upon 14,554,000 weighted average common shares outstanding) for the comparable period of the prior fiscal year, after deducting $179,000 for dividends on the Company's preferred shares for each of the three-month periods ended June 30, 1995 and 1994, respectively. 12 LIQUIDITY AND CAPITAL RESOURCES The Company's principal sources of funds are cash and other working capital, cash flow generated from operations and borrowings under the Company's bank line of credit. In addition, on May 3, 1995, the Company realized net proceeds before offering expenses of $98,118,000 from the sale of 6,900,000 common shares. At June 30, 1995 the Company had working capital of $70,530,000, including cash and short-term investments of $11,009,000. The Company's long-term debt at June 30, 1995 included $60,000,000 of convertible subordinated debentures bearing interest at 5.0% per annum due in year 2000, $45,000,000 of subordinated debt due in year 2001 and bearing interest at 6.5% per annum through September 30, 1995 and 4.5% thereafter, and notes payable totaling $11,115,000 and bearing interest at rates ranging from 2.0% to 9.21%. As of June 30, 1995, the Company had an available bank line of credit of $45,000,000, of which there were outstanding borrowings of $30,114,000 and outstanding letters of credit of $8,676,000. Net cash used in operating activities totaled $17,052,000 for the three months ended June 30, 1995, which resulted primarily from an increase in accounts receivable of $7,744,000, an increase in inventory of $4,286,000 and an increase in costs and estimated earnings on uncompleted contracts of $10,968,000 during the period. Additionally, the Company reduced its accounts payable and accrued liabilities by $3,930,000 during this same period. As of March 31, 1995, the Company had net operating loss carryforwards generated from SCT of approximately $20,351,000, for which no financial statement benefit has been recognized. Approximately $4,044,000 of the net operating loss carryforwards will expire in the fiscal years 1995 to 2000, while the remainder have an indefinite carryforward period. The Company also has net operating loss carryforwards in other European countries of approximately $6,400,000 for which no financial statement benefit has been recognized. No benefit has been given to these net operating loss carryforwards because of the limited carryforward periods or the uncertain business conditions relating to the operations giving rise to such carryforwards. Additionally, as of March 31, 1995, the Company had net operating loss carryforwards generated from Liquipure of approximately $13,500,000 for which no financial statement benefit had been recognized. These net operating carryforwards will expire in the years 2004 to 2008. These net operating loss carryforwards can be used only against future taxable income of Liquipure and, accordingly, no benefit has been given to these net operating loss carryforwards due to the uncertain business conditions relating to the operations of Liquipure. Future recognition of these net operating loss carryforwards will occur if the operations of SCT and Liquipure generate sufficient earnings before the expiration of the respective net operating loss carryforwards. In addition, in the case of SCT, until March 31, 1997, the benefit, if any, of such carryforwards is to be shared equally between the Company and Alcoa. The Company also has available at March 31, 1995, other net operating loss carryforwards for Federal income tax purposes of approximately $16,062,000 which expire in 2002 and 2010. The Company believes its current cash position, cash flow from operations, and available borrowings under the Company's line of credit will be adequate to meet its anticipated cash needs for working capital, revenue growth, scheduled debt repayment and capital investment objectives for the next twelve months. 13 PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 2. CHANGES IN SECURITIES N/A Item 3. DEFAULTS UPON SENIOR SECURITIES N/A Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS N/A Item 5. OTHER INFORMATION N/A Item 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits 2.0 Share Purchase Agreement dated April 3, 1995 among Thames Water Products & Services Limited, PWT Overseas Limited, Ionpure Technologies Limited, Thames Water PLC and United States Filter Corporation, including only Schedules 1, 2 and 3./(1)/ 27.0 Financial Data Schedule b) Reports on Form 8-K The Company filed six Current Reports on Form 8-K during the quarter ended June 30, 1995, two dated April 3, 1995, one under Item 2 and the other under Item 5 of that Form, one dated May 3, 1995 under Item 5 of that Form, one dated May 4, 1995 under Item 5 of that Form, one dated June 12, 1995 under Item 5 of that Form and one dated June 27, 1995 under Item 5 of that Form. Financial statements were included in the Current Report dated April 3, 1995 under Item 5 and in the Current Report dated May 4, 1995. __________________ /(1)/ Previously filed with the Company's 8-K report dated April 3, 1995 and incorporated herein by reference. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNITED STATES FILTER CORPORATION By: /s/ Kevin L. Spence ------------------- Dated: August 14, 1995 Kevin L. Spence Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) 15
EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS OF UNITED STATES FILTER CORPORATION AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS MAR-31-1996 APR-01-1995 JUN-30-1995 5,712,000 5,397,000 113,299,000 (3,926,000) 41,817,000 215,078,000 145,493,000 (20,467,000) 512,773,000 144,548,000 116,115,000 222,000 0 24,712,000 216,684,000 512,773,000 91,539,000 91,539,000 63,665,000 63,665,000 0 646,000 2,435,000 4,539,000 1,180,000 3,359,000 0 0 0 3,359,000 .16 .16