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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM OCTOBER 1, 2000 TO DECEMBER 31, 2000
COMMISSION FILE NUMBER 0-22388
US INDUSTRIAL SERVICES, INC.
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 99-0273889
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
40 SKOKIE BOULEVARD, SUITE 110
NORTHBROOK, ILLINOIS 60062
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(847)509-8500
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(ISSUER'S TELEPHONE NUMBER)
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Class Outstanding at December 31, 2000
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Common stock, no par value 8,763,982
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
US INDUSTRIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEET
(In Thousands)
DECEMBER 31, SEPTEMBER 30,
2000 2000
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ASSETS (Unaudited)
Current Assets:
Cash $ 33 $ 12
Receivable on sale of assets - 100
Notes receivable, current portion 2,550 2,550
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Total current assets 2,583 2,662
Other assets:
Notes receivable, less current portion 3,501 3,417
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Total Assets 6,084 6,079
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities 607 529
Other liabilities 1,370 1,370
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Total current liabilities 1,977 1,899
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COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 25,000 authorized, 8764 outstanding 88 88
Additional paid-in capital 23,177 23,177
Accumulated deficit (19,158) (19,085)
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Total stockholders' equity 4,107 4,180
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Total liabilities and stockholders' equity $6,084 $6,079
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The accompanying notes are an integral part of these financial statements.
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US INDUSTRIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, except for per share amounts)
(Unaudited)
Three Months ended
ASSETS December 31,
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2000 2000
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Revenue $ - $2,560
Cost of revenue - 1,900
Gross profit - 660
Selling, general and administrative expenses 157 826
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(157) (166)
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Other:
Other income (expense) - (82)
Interest income (expense) 84 -
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84 (82)
Net income (loss) before discontinued operations (73) (248)
Discontinued operations - 8
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Income (loss before income taxes (73) (240)
Income taxes - -
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Net income (loss) $ (73) $ (240)
Net income per share $(0.00) $(0.03)
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Weighted average number of common shares outstanding 8,764 8,764
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The accompanying notes are an integral part of these financial statements.
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US INDUSTRIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(In Thousands)
(Unaudited)
2000 1999
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Net cash (used in) provided by operating activities, net
of effects of business acquired $(79) $(1,072)
Cash flow from investing activities:
Purchase of machinery and equipment - (238)
Increase in investment - 984
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Net cash (used in) provided by investing activities 746
Cash flow from financing activities:
Net payments on notes receivable 100 -
Net advances (payments) on capital leases and long-term debt - 71
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Net cash provided by financing activities 100 71
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Net (decrease) increase in cash 21 (255)
Cash, beginning of period 12 280
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Cash, end of period $ 33 $ 25
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The accompanying notes are an integral part of these financial statements.
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US INDUSTRIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, except Per Share Amounts)
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
Company Description and Nature of Operations
The accompanying unaudited interim consolidated financial statements have been
prepared by US Industrial Services, Inc. (the "Company"), in accordance with
generally accepted accounting principles pursuant to Regulation S-B of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in audited financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
Accordingly, these interim consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements and related
notes as contained in Form 10-KSB for the year ended September 30, 2000. In the
opinion of management, the interim consolidated financial statements reflect all
adjustments, including normal recurring adjustments, necessary for fair
presentation of the interim periods presented. The results of operations for the
three months ended December 31, 2000 are not necessarily indicative of results
of operations to be expected for the full year.
U.S. Industrial Services, Inc., including its wholly owned subsidiaries (the
"Company" or "USIS"), has been a multi-state service company, specializing in
industrial cleaning services, including soil and groundwater remediation,
hazardous material management and clean-up, asbestos abatement and lead hazard
removal services. The Company was a majority-owned subsidiary of American Eco
Corporation ("AEC") through July 21, 2000 at which time control was obtained by
Deere Park Capital, L.L.C. ("Deere Park"). Deere Park acquired approximately
81.9% of the Company's common stock. On December 21, 2000 Deere Park sold 50% of
its interest to an individual and currently the Company is not a majority owned
subsidiary of any entity. As noted below, the Company sold substantially all of
its operating assets as of September 29, 2000.
As of September 29, 2000 the Company sold its holdings in P.W. Stephens
Environmental, Inc. ("PWSE"), P. W. Stephens Contracts, Inc. ("PWSC"), P. W.
Stephens Services, Inc. ("PWSS") and P.W. Stephens Northwest, Inc. ("PWSN") to
Spruce MacIntyre Holding Corp. ("Spruce"). The Company also assigned to Spruce
its interest in a note receivable from American Temporary Sanitation Inc., with
a face value of $1,220. Total consideration for the sale and assignment is
$1,650. The assets sold comprise substantially all of the Company's operating
assets and liabilities and operations for the year ended September 30, 2000.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.
Net Income Per Share Information
The net income per share amounts have been computed by dividing net income by
the weighted average number of common shares outstanding during the respective
periods.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share", which was required to be adopted on December 31,
1997. Statement No. 128 replaced the previously reported primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants, and convertible securities. Diluted earnings per
share is consistent with the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been presented, and
where necessary, restated to conform to the Statement No. 128 requirements.
Reclassifications
Certain reclassifications have been made to prior period financial statements to
conform with the current year presentation.
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US INDUSTRIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, except Per Share Amounts)
(Unaudited)
NOTE 2. DISCONTINUED OPERATIONS AND DISPOSITIONS
During the first quarter of fiscal year 1999, the Company sold the assets and
liabilities of J. L. Manta, Inc. and Kenny Industrial Services, L.L.C. The
results of operations for the respective periods presented are reported as a
component of discontinued operations in the consolidated statement of
operations. There were no sales from these operations and earnings of only $8
for the period December 31, 1999. As of September 29, 2000, the Company sold its
holdings in PWSE, PWSC, PWSS and PWSN to Spruce.
NOTE 3. LITIGATION, COMMITMENTS AND CONTINGENCIES
The nature and scope of the Company's business operations bring it into regular
contact with the general public, a variety of businesses and government
agencies. These activities inherently subject the Company to potential
litigation, which are defended in the normal course of business. At December 31,
2000, there were various claims and disputes incidental to the business. The
Company believes that the disposition of all such claims and disputes,
individually or in the aggregate, should not have a material adverse affect upon
the Company's financial position, results of operations or cash flows. As of
December 31, 2000, the Company had not been named as a responsible party for any
environmental issues under the Federal Superfund Law.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
As of September 29, 2000 the Company sold its holdings in P.W. Stephens
Environmental, Inc. ("PWSE"), P. W. Stephens Contracts, Inc. ("PWSC"), P. W.
Stephens Services, Inc. ("PWSS") and P.W. Stephens Northwest, Inc. ("PWSN") to
Spruce MacIntyre Holding Corp. ("Spruce"). The Company also assigned to Spruce
its interest in a note receivable from American Temporary Sanitation Inc., with
a face value of $1,220. Total consideration for the sale and assignment was
$1,650,000. The assets sold comprised substantially all of the Company's
operating assets and liabilities and operations for the fiscal year ended
September 30, 2000. With the sale of PWSE, PWSC, PWSS and PWSN the Company has
successfully disposed of its industrial service and environmental companies.
Current management is in the process of reviewing several acquisition
candidates, with the intent of increasing shareholder value.
RESULTS OF OPERATIONS
General
The results of operations for the three months ended December 31, 2000 are not
necessarily indicative of results of operations to be expected for the fiscal
year ended December 31, 2001.
Revenue
As of September 29, 2000, the Company sold its holdings in PWSE, PWSC, PWSS and
PWSN to Spruce. The assets sold comprised substantially all of the Company's
operating assets and liabilities and operations. Accordingly, the Company had no
revenues for the period and a comparison of the Company's revenues during the
three-months ended December 31, 2000 with the comparable period in 1999 would
not provide information useful in an evaluation of the Company.
Selling, General and Administrative Expenses
As a result of the Company's sale of its holdings in PWSE, PWSC, PWSS and PWSN
to Spruce as of September 30, 2000, the Company's selling, general and
administrative expenses decreased dramatically, from $826,000 for the three
months ended December 31, 1999 to only $157,000 for the comparable period in
2000.
Net Earnings (Loss)
Although the Company's net loss in the three months ended December 31, 2000 was
229% less than its net loss in the three months ended December 31, 1999, these
results are not useful in an evaluation of the Company since the loss in 1999
was based on the Company's operations. Prior to the start of the period in 2000,
on the other hand, the Company had sold substantially all of its operating
assets and liabilities and operations. Therefore, the net loss resulted from
continuing administrative expenses without any offsetting revenue.
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Liquidity and Capital Resources
The Company believes that the proceeds from the sale of assets and the financing
arrangements the Company currently has in place will be sufficient throughout
the next twelve months to finance its working capital needs, planned capital
expenditures, debt service and the outstanding obligations from the Company's
discontinued operations. Implementation of the Company's strategic plan of
expanding its operation may require additional capital.
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENT INCLUDED IN THIS FORM 10-QSB
This Form 10-QSB contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, which are intended to be covered by the safe harbors
created thereby. These statements include the plans and objectives of management
for future operations, including plans and objectives relating to future growth
of the Company's business activities and availability of funds. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions, regulatory framework, and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that the forward-looking statements included in this Form
10-QSB will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The nature and scope of the Company's business operations bring it into regular
contact with the general public, a variety of businesses and government
agencies. These activities inherently subject the Company to potential
litigation, which is defended in the normal course of business. Management
believes that such proceedings are either adequately covered by insurance, or if
uninsured, by the estimated losses it has recorded to date. The resolution of
such claims, however, could have a material effect on the Company's results of
operations or cash flows.
ITEM 2. CHANGES IN SECURITIES.
(a) Not applicable.
(b) Not applicable.
(c) As of October 3, 2000, the Company issued 50,000 shares of Common Stock to
R. Andrew White ("White") and 25,000 shares of Common Stock to the law firm
of Brown, Parker & Leahy ("BPL") in consideration for the release by White
and BPL of the Company and its subsidiaries, affiliates, agents, servants,
employees, officers, directors, shareholders, successors and assigns
(collectively, "the Company Releases") from any and all claims, causes of
action, contracts, judgments, damages and demands against the Company
Releasees for acts or omissions which occurred prior to October 3, 2000.
The Company entered into a Settlement Agreement with White and BPL with
respect to this transaction dated as of October 3, 2000. The Company
believes that the issuance of these shares was exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) thereof, based on
the fact that the sale did not involve a public offering of the Company's
securities.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
2.0 Stock Purchase Agreement, dated as of December 21, 2000,
between Deere Park Capital, L.L.C. and Frank J. Fradella
(incorporated by reference to Exhibit 2.1 to Current Report on
Form 8-K filed by the Company with the Securities and Exchange
Commission on January 5, 2001).
27.0 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
US INDUSTRIAL SERVICES, INC.
(Registrant)
By:/s/ Frank Fradella
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Date: February 21, 2001 Name: Frank Fradella
Title: President and
Chief Executive Officer
Date: February 21, 2001 By:/s/ Kathleen L. Harris
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Name: Kathleen L. Harris
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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2.0 Stock Purchase Agreement, dated as of December 21, 2000, between
Deere Park Capital, L.L.C. and Frank J. Fradella (incorporated by
reference to Exhibit 2.1 to Current Report on Form 8-K filed by
the Company with the Securities and Exchange Commission on January
5, 2001).
27.0 Financial Data Schedule