-----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, UUwHtUzEhRyU5shA/rJJRVk63j15cNs6e9+4HiWgxKUP+jbBD+1bYNbi5CCRzpJ6 qfxJGeouD2rutbRQYJn69Q== 0000052466-04-000081.txt : 20041110 0000052466-04-000081.hdr.sgml : 20041110 20041109174358 ACCESSION NUMBER: 0000052466-04-000081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041109 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: 041130876 BUSINESS ADDRESS: STREET 1: 65 GROVE ST CITY: WATERTOWN STATE: MA ZIP: 02172 BUSINESS PHONE: 6179262500 8-K 1 qtr3-2004pressrelease.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): November 9, 2004 IONICS, INCORPORATED (Exact name of registrant as specified in its charter)
Massachusetts 1-7211 04-2068530 (State of incorporation) (Commission File Number) (IRS Employer Identification Number) 65 Grove Street, Watertown, MA 02472 (Address of principal executive offices) (Zip Code) 617-926-2500 (Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 9, 2004, Ionics, Incorporated issued a press release reporting its financial results for the quarter ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99 and is hereby incorporated by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ----------- 99 Press Release dated November 9, 2004 reporting the financial results of Ionics, Incorporated for the quarter ended September 30, 2004. SIGNATURE 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 hereunto duly authorized. Date: November 9, 2004 IONICS, INCORPORATED (Registrant) By: /s/Stephen Korn ------------------- Stephen Korn Vice President and General Counsel EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99 Press Release dated November 9, 2004, reporting the financial results of Ionics, Incorporated for the quarter ended September 30, 2004. IONICS REPORTS RESULTS FOR THE THIRD QUARTER AND NINE MONTHS OF 2004 Watertown, MA, November 9, 2004...Ionics, Incorporated (NYSE-ION) today filed its quarterly report on Form 10-Q, reporting results for the three and nine month periods ended September 30, 2004. Third quarter revenues were $118.1 million, compared to $87.7 million for the third quarter of 2003. Net income of $0.9 million, or $0.04 per share, in Q3 2004 compared to a net loss of ($22.0) million, or ($1.24) per share, for Q3 2003. The earnings per share from continuing operations were $0.06 in Q3 2004, compared to a loss per share of ($0.99) in Q3 2003. Excluding amortization of intangibles, net of statutory tax rate of 38%, the results of continuing operations were $0.13, compared to a loss per share of ($0.99) in the third quarter of 2003. Revenues for the first nine months of 2004 were $349.6 million, compared to $251.5 million for the first nine months of 2003. The net loss was ($5.4) million, or ($0.25) per share, for the first nine months of 2004, compared to a net loss of ($26.4) million, or ($1.50) per share, for the first nine months of 2003. The loss per share from continuing operations was ($0.07) for the first nine months of 2004, compared to a loss per share of ($1.06) per share for the first nine months of 2003. Earnings per share from continuing operations, excluding amortization of intangibles, net of statutory tax rate of 38%, was $0.11, compared to a loss per share of ($1.05) in the first nine months of 2003. Income from continuing operations before income taxes and minority interest expense for the third quarter and for the first nine months of 2004 was $3.3 million and $5.1 million, respectively. This compares to a loss from continuing operations before income taxes and minority interest expense for the third quarter and first nine months of 2003 of ($25.8) million and ($27.0) million, respectively. Items impacting the results for the third quarter of 2004 include third party expenses of $0.6 million for systems development and $1.1 million for Sarbanes-Oxley Section 404 preparedness charges. Also during the quarter, manufacturing at one of the Company's facilities in Pennsylvania was temporarily halted as a result of flooding associated with Hurricane Ivan. This resulted in delays of certain projects, which adversely impacted the results for the quarter by approximately $0.5 million on a pretax basis. The Company expects to recover this income through subsequent completion of the projects, as well as through its business interruption insurance. Also included in the Company's financial results 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 provisions of FIN46. Ecolochem revenues for the quarter and the first nine months were $22.3 million and $58.5 million, respectively. Desalcott revenues for the quarter and for the first nine months were $7.4 million and $21.8 million, respectively. Commenting on the results for the quarter, CEO Doug Brown said, "I am pleased with the Company's financial results which demonstrate the impact of the numerous restructuring initiatives launched over the past year. We are continuing to implement programs designed to further increase the Company's profitability." For further information about the Company's third quarter and first nine months 2004 financial results, please refer to the Company's quarterly report on Form 10-Q. Ionics will host a conference call on Thursday, November 11, 2004 at 10:00AM, EST to discuss its third-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. - more - 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 and its quarterly report on Form 10-Q for the quarter ended September 30, 2004. 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-
IONICS REPORTS THIRD QUARTER RESULTS CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) Three months ended Nine months ended September 30, September 30, -------------------- ------------------- 2004 2003 2004 2003 --------- --------- --------- --------- Revenues: Equipment Sales $ 32,843 $ 36,799 $ 104,264 $ 99,637 Operations 62,865 28,179 177,541 82,450 Consumer Water 4,465 3,708 12,455 9,217 Instruments 9,614 7,880 28,065 24,308 Affiliated companies 8,346 11,119 27,262 35,870 --------- --------- --------- --------- 118,133 87,685 349,587 251,482 --------- --------- --------- --------- Costs and expenses: Cost of sales of Equipment Sales 26,561 36,002 84,867 85,317 Cost of sales of Operations 40,235 19,998 113,588 58,227 Cost of sales of Consumer Water 1,604 2,806 5,081 5,219 Cost of sales of Instruments 4,391 3,558 12,374 11,019 Cost of sales to affiliated companies 7,411 9,575 24,014 30,958 Research and development 1,504 1,784 4,607 5,515 Selling, general and administrative 29,166 22,473 87,895 63,225 Impairment of long-lived assets - 2,499 - 2,499 Restructuring charges, net - 2,470 1,188 2,470 Impairment of goodwill - 12,731 - 12,731 --------- --------- --------- --------- 110,872 113,896 333,614 277,180 --------- --------- --------- --------- Income (loss) from continuing operations 7,261 (26,211) 15,973 (25,698) Interest (expense) income, net (5,174) 406 (13,410) 1,453 Equity income (loss) 1,210 43 2,501 (2,800) --------- --------- --------- --------- Income (loss) from continuing operations before gain on sale of Aqua Cool, inocme taxes and minority interest expense 3,297 (25,762) 5,064 (27,045) Gain on sale of Aqua Cool - 457 - 457 Income tax (expense) benefit (1,652) 7,981 (5,879) 8,542 --------- --------- --------- --------- Income (loss) from continuing operations before minority interest expense 1,645 (17,324) (815) (18,046) Minority interest expense 282 249 766 635 --------- --------- --------- --------- Income (loss) from continuing operations 1,363 (17,573) (1,581) (18,681) Loss from discontinued operations, net of tax (473) (4,459) (3,807) (7,699) --------- --------- --------- --------- Net income (loss) $ 890 $ (22,032) $ (5,388) $ (26,380) ========= ========= ========= ========= Basic income (loss) per share from continuing operations $ 0.06 $ (0.99) $ (0.07) $ (1.06) Basic loss per share from discontinued operations (0.02) (0.25) (0.17) (0.44) --------- --------- --------- --------- Basic net income (loss) per share $ 0.04 $ (1.24) $ (0.25) $ (1.50) ========= ========= ========= ========= Diluted income (loss) per share from continuing operations $ 0.06 $ (0.99) $ (0.07) $ (1.06) Diluted loss per share from discontinued operations (0.02) (0.25) (0.17) (0.44) --------- --------- --------- --------- Diluted net income (loss) per share $ 0.04 $ (1.24) $ (0.25) $ (1.50) ========= ========= ========= ========= Shares used in basic income (loss) per share calculations 22,637 17,699 21,849 17,607 ========= ========= ========= ========= Shares used in diluted income (loss) per share calculations 22,891 17,699 21,849 17,607 ========= ========= ========= ========= Backlog 409,425 332,666 ========= =========
-more-
Other Data: Three months ended Nine months ended September 30, September 30, -------------------- ------------------- 2004 2003 2004 2003 --------- --------- --------- --------- Reconciliation of income (loss) from continuing operations to net income (loss) from continuing operations adjusted for amortization of intangibles, net of tax: Income (loss) from continuing operations $ 1,363 $ (17,573) $ (1,581) $ (18,681) Add back: Amortization of intangibles, net of tax 1,521 128 3,889 264 --------- --------- --------- --------- Net income (loss) from continuing operations adjusted for amortization of intangibles, net of tax $ 2,884 $ (17,445) $ 2,308 $ (18,417) ========= ========= ========= ========= Diluted income (loss) per share from continuing operations $ 0.06 $ (0.99) $ (0.07) $ (1.06) Add back: Amortization of intangibles, net of tax 0.07 0.01 0.18 0.02 --------- --------- --------- --------- Diluted income (loss) per share from continuing operations adjusted for amortization of intangibles, net of tax $ 0.13 $ (0.99) $ 0.11 $ (1.05) ========= ========= ========= =========
-more-
IONICS REPORTS THIRD QUARTER RESULTS CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) September 30, December 31, 2004 2003 ------------ ----------- Current assets: Cash and cash equivalents $ 59,439 $ 133,815 Short-term investments 1,504 - Notes receivable, current 5,912 6,365 Accounts receivable, net 128,228 87,415 Receivables from affiliated companies 23,342 22,140 Inventories 29,197 24,595 Assets from discontinued operations 796 7,959 Other current assets 40,089 33,781 ------------ ----------- Total current assets 288,507 316,070 Restricted cash 12,400 - Receivables from affiliated companies, long-term 11,919 20,915 Notes receivable, long-term, net 37,641 28,408 Investments in affiliated companies 10,164 14,362 Property, plant and equipment, net 392,649 171,533 Goodwill 185,578 7,695 Intangible assets, net 74,787 6,378 Other assets 31,172 26,616 ------------ ----------- Total assets $ 1,044,817 $ 591,977 ============ =========== Current liabilities: Notes payable and current portion of long-term debt $ 8,738 $ 6,276 Accounts payable 37,121 28,279 Billings in advance from affiliated companies - 3,629 Liabilities from discontinued operations - 396 Other current liabilities 104,276 79,512 ------------ ----------- Total current liabilities 150,135 118,092 Long-term debt and notes payable 277,763 8,889 Deferred income taxes 33,677 30,979 Minority interest 15,084 1,426 Accumulated losses in investments in affiliated companies 3,279 5,068 Other liabilities 10,374 11,358 Stockholders' equity 554,505 416,165 ------------ ----------- Total liabilities and stockholders' equity $ 1,044,817 $ 591,977 ============ =========== For more information, contact: John F. Curtis Daniel M. Kuzmak Vice President, Strategy and Operations, Treasurer Vice President and Chief Financial Officer Ionics, Incorporated Ionics, Incorporated Tel: (617) 673-4403 Tel: (617) 673-4350 jcurtis@ionics.com dkuzmak@ionics.com
-----END PRIVACY-ENHANCED MESSAGE-----