-----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, OqgfaXpxyNmbpNp9yc0Ivcj7spn6qoUfecje14dCN1/mCDola90ASw0dg2MF0RSH 8jjxeXIUFMiRYmOoXvTxjA== 0000052466-04-000062.txt : 20040511 0000052466-04-000062.hdr.sgml : 20040511 20040510175807 ACCESSION NUMBER: 0000052466-04-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040510 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IONICS INC CENTRAL INDEX KEY: 0000052466 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042068530 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07211 FILM NUMBER: 04794458 BUSINESS ADDRESS: STREET 1: 65 GROVE ST CITY: WATERTOWN STATE: MA ZIP: 02172 BUSINESS PHONE: 6179262500 8-K 1 may102004-form8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2004 IONICS, INCORPORATED (Exact name of registrant as specified in its charter)
Massachusetts 1-7211 04-2068530 (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 65 Grove Street, Watertown, MA 02472 (617) 926-2500 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code)
-1- Item 7. Financial Statements and Exhibits - ------- --------------------------------- Exhibit Number Description -------------- ----------- 99 Press Release dated May 10, 2004, reporting the financial results of Ionics, Incorporated for the quarter ended March 31, 2004. Item. 12. Results of Operations and Financial Condition - --------- --------------------------------------------- On May 10, 2004, Ionics, Incorporated issued a press release reporting its financial results for the quarter ended March 31, 2004. A copy of the Press Release is attached hereto as Exhibit 99 and is hereby incorporated by reference. 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 duly authorized. IONICS, INCORPORATED May 10, 2004 By: /s/Stephen Korn ---------------------------- Name: Stephen Korn Title: Vice President and General Counsel -2- EXHIBIT INDEX ------------- Number Description Page Number - ------ ----------- ----------- 99 Press release dated May 10, 2004, reporting 4 the financial results of Ionics, Incorporated for the quarter ended March 31, 2004. -3- EXHIBIT 99 ---------- IONICS REPORTS RESULTS FOR THE FIRST QUARTER OF 2004 Watertown, MA, May 10, 2004 . . . Ionics, Incorporated (NYSE-ION) today reported results for the three-month period ended March 31, 2004. First quarter revenues were $107.4 million compared to $82.6 million for the first quarter of 2003. The net loss of $4.0 million, or ($0.19) per share, in Q1 2004 compared to net income of $0.6 million, or $0.03 per share, for Q1 2003. For continuing operations, the loss per share of ($0.06) in Q1 2004 compares to earnings per share of $0.05 in Q1 2003. Excluding amortization of intangibles, loss per share for continuing operations of ($0.03) compares to earnings per share of $0.06 in the first quarter of 2003. The results for the first quarter include a $3.3 million charge related to Carmel Desalination Limited (CDL), an Israeli project company in which Ionics holds a 33 1/3% ownership interest. Other items included in the results were $0.6 million of restructuring charges and $0.6 million in systems development charges. Also included are the consolidated results of the Ecolochem Group (acquired on February 13, 2004), and Desalcott (Desalination Company of Trinidad and Tobago Ltd.), the Company's 40% owned joint venture in Trinidad. Desalcott's results were included in the consolidated results of the Company in accordance with the provisions of FIN46. Ecolochem revenues from February 14 through the end of the quarter were $11.9 million, and Desalcott revenues for the full quarter were $6.9 million. The CDL charge was taken as a result of the Israel Water Desalination Agency's ("WDA") notification of its intent to terminate the concession agreement with CDL. As a result, the Company recorded a charge including all assets and liabilities related to this project. The majority of the charge ($2.5 million) relates to the Company's pro rata portion of CDL's performance bond, upon which the WDA has made a demand. Commenting on the dispute between CDL and the WDA, Douglas Brown, Ionics' CEO stated, "In our view, the failure of the CDL project was due to the failure of the Israeli government to fulfill its obligations. Among other things, the water project included a power plant which the WDA approved with our original contract award. Subsequently, the government declined the permit for the power plant, thereby substantially damaging the project's economics. Therefore, CDL has made a claim against the government, which, if successful, would allow Ionics to recover the charge we have taken this quarter. Ionics and our Israeli partners in CDL intend to vigorously pursue the recovery of these funds." The dispute between CDL and the WDA has been submitted to binding arbitration in Israel, with final resolution anticipated in the third quarter of 2004. Backlog at the end of the first quarter was $464.1 million and included the backlog of Ecolochem of $52.5 million, and the net backlog of Desalcott of $93.7 million. - more - -4- Ionics will host a conference call tomorrow, Tuesday, May 11, 2004 at 10:30AM, EDT to discuss its first quarter financial results. This conference call will be accessible on the Company's home page, at http://www.shareholder.com/ion/medialist.cfm. Recorded replays of the financial results conference call will be available on the web site for a one-week period beginning later that day. About Ionics, Inc. Ionics is a global leader in water purification and wastewater treatment. The Company has over 50 years of experience in the design, installation, operation and maintenance of water and wastewater treatment systems and is a leading provider of emergency and long-term water treatment services. More membrane-based desalination systems have been designed and built by Ionics than any other supplier worldwide. Ionics is also a leader in supplying zero-liquid-discharge systems, in providing ultrapure water systems for the power and microelectronics industries, and in the measurement and analysis of water impurities. The Company also supplies Point-of-Use and Point-of-Entry water treatment systems for commercial and residential applications. For more information, visit www.ionics.com. Safe-harbor statement under the Private Securities Litigation Reform Act of 1995: Forward-looking statements in this news release involve risk and uncertainty. The statements contained in this release which are not historical facts are forward-looking statements. These forward-looking statements are based on management's current views and assumptions and are neither promises nor guarantees but are subject to risks, uncertainties and other factors that could cause actual results to differ materially from management's current expectations as described in such forward-looking statements, including overall economic and business conditions; competitive factors, such as acceptance of new products, pricing pressures and competition from competitors larger than the Company; risks of nonpayment of accounts receivable, including those from affiliated companies; risks associated with foreign operations; technological and product development risks; availability of manufacturing capacity; risks associated with the Company's restructuring program announced in September 2003; risks associated with the integration of Ecolochem's operations with those of the Company; and other factors described in the Company's filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2003. You should not place undue reliance on the forward-looking statements in this press release, and the Company disavows any obligation to update or supplement those statements in the event of any changes in the facts, circumstances, or expectations that underlie those statements. -more- -5-
IONICS REPORTS FIRST QUARTER RESULTS CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) Three months ended March 31, ----------------------- 2004 2003 ------------ ---------- Revenues: Equipment Sales $ 33,430 $ 29,552 Operations 52,406 27,682 Consumer Water 5,721 5,200 Instruments 8,751 8,379 Affiliated companies 7,115 11,777 ------------ ---------- 107,423 82,590 ------------ ---------- Costs and expenses: Cost of sales of Equipment Sales 27,873 22,642 Cost of sales of Operations 34,548 19,133 Cost of sales of Consumer Water 2,405 2,238 Cost of sales of Instruments 4,006 3,589 Cost of sales to affiliated companies 6,110 10,217 Research and development 1,531 1,777 Selling, general and administrative 29,023 21,674 Restructuring charges 564 - ------------ ---------- 106,060 81,270 ------------ ---------- Income from continuing operations 1,363 1,320 Interest (expense) income, net (3,322) 556 Equity income (loss) 490 (101) ------------ ---------- (Loss) income from continuing operations before income tax and minority interest expense (1,469) 1,775 Income tax benefit (expense) 470 (624) ------------ ---------- (Loss) income from continuing operations before minority interest expense (999) 1,151 Minority interest expense 253 198 ------------ ---------- (Loss) income from continuing operations (1,252) 953 Loss on discontinued operations, net of tax (2,699) (377) ------------ ---------- Net (loss) income $ (3,951) $ 576 ============ ========== Basic (loss) earnings per share from continuing operations $ (0.06) $ 0.05 Basic loss per share from discontinued operations (0.13) (0.02) ------------ ---------- Basic net (loss) earnings per share $ (0.19) $ 0.03 ============ ========== Diluted (loss) earnings per share from continuing operations $ (0.06) $ 0.05 Diluted loss per share from discontinued operations (0.13) (0.02) ------------ ---------- Diluted net (loss) earnings per share $ (0.19) $ 0.03 ============ ========== Shares used in basic (loss) earnings per share calculations 20,322 17,555 ============ ========== Shares used in diluted (loss) earnings per share calculations 20,322 17,562 ============ ========== Backlog $464,062 $348,488 ============ ==========
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Other Data: Three months ended March 31, ----------------------- 2004 2003 ------------ ---------- Reconciliation of net (loss) income from continuing operations to EBITA from continuing operations: (Loss) income from continuing operations $ (1,252) $ 953 Add back: Amortization of intangibles, net of tax 725 51 ------------ ---------- EBITA (loss) income from continuing operations $ (527) $ 1,004 ============ ========== Diluted (loss) income per share from continuing operations $ (0.06) $ 0.05 Add back: Amortization of intangibles, net of tax 0.04 0.00 ------------ ---------- EBITA diluted (loss) income per share from continuing operations $ (0.03) $ 0.06 ============ ==========
Management believes that the diluted (loss) earnings per share from continuing operations excluding the amortization of intangibles is a key performance indicator, because the amortization charge is non cash and relates essentially to the Ecolochem transaction. -more- -7-
IONICS REPORTS FIRST QUARTER RESULTS CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) March 31, December 31, 2004 2003 ------------- ------------- Current assets: Cash and cash equivalents $ 68,002 $ 133,815 Restricted cash 18,730 - Short-term investments 679 - Notes receivable, current 7,810 6,365 Accounts receivable, net 106,071 87,415 Receivables from affiliated companies 13,787 22,140 Inventories 30,294 24,716 Assets from discontinued operations 2,976 7,466 Other current assets 50,915 33,901 ------------- ------------- Total current assets 299,264 315,818 Receivables from affiliated companies, long-term 10,046 20,915 Notes receivable, long-term, net 28,700 28,408 Investments in affiliated companies 11,042 14,362 Property, plant and equipment, net 399,411 171,785 Goodwill 183,435 7,695 Intangible assets, net 79,830 6,378 Other assets 31,010 26,616 ------------- ------------- Total assets $ 1,042,738 $ 591,977 ============= ============= Current liabilities: Notes payable and current portion of long-term debt $ 9,129 $ 6,276 Accounts payable 36,429 28,279 Billings in advance from affiliated companies - 3,629 Liabilities from discontinued operations 239 396 Other current liabilities 88,968 79,512 ------------- ------------- Total current liabilities 134,765 118,092 Long-term debt and notes payable 290,108 8,889 Deferred income taxes 34,360 30,979 Minority interest 14,926 1,426 Accumulated losses in investments in affiliated companies 6,079 5,068 Other liabilities 11,413 11,358 Stockholders' equity 551,087 416,165 ------------- ------------- Total liabilities and stockholders' equity $ 1,042,738 $ 591,977 ============= ============= # # # # # For more information, contact: John F. Curtis Daniel M. Kuzmak Vice President, Strategy and Operations, Treasurer Vice President, Chief Financial Officer Ionics, Incorporated Ionics, Incorporated Tel: (617) 673-4403 Tel: (617) 673-4350 jcurtis@ionics.com dkuzmak@ionics.com
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