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Exhibit 99(e)
MPW Founder Withdraws Proposal to Acquire Company
Appoints Chief Financial Officer
Reports Quarter and Year-End Results
HEBRON, Ohio, Sept. 27 /PRNewswire/ -- MPW Industrial Services Group,
Inc.(Nasdaq: MPWG) announced today that Chairman, Chief Executive Officer and
Company founder, Monte R. Black, has withdrawn his previously announced proposal
to acquire the Company. Mr. Black advised the Special Committee of the Company's
Board of Directors that he withdrew the proposal primarily because he perceived
uncertainty in the Company's core businesses due to sluggish customer demand
from certain industries. He also expected that the higher than anticipated level
of current Company indebtedness, when added to the debt to be incurred to
finance the going-private transaction, would adversely impact the Company if the
going-private transaction were completed. In addition, Mr. Black advised the
Special Committee that he is not considering a new proposal to acquire the
Company. Mr. Black stated, "I am firmly committed to the future of MPW and,
together with our management team, we'll work tirelessly to improve shareholder
value." The Company will continue its efforts to sell its Filtration Management
and Facility Support Divisions.
The Company also announced that Richard R. Kahle has been hired to fill
the vacant position of Chief Financial Officer. MPW shares of common stock
closed at $6 1/8 in trading yesterday.
In addition, the Company announced operating results for the fiscal
fourth quarter and the fiscal year ended June 30, 2000.
Financial Discussion
In connection with the Company's anticipated sale of its Filtration
Management and Facility Support Divisions (collectively, "Filtration Services"),
the Company's consolidated financial statements have been restated to account
for Filtration Services as a discontinued operation for all periods presented.
Discontinued operations include net sales of $77,942,000 and $59,618,000 in
fiscal 2000 and 1999, respectively, and $20,595,000 and $16,551,000 in the
fourth quarter of fiscal 2000 and 1999, respectively. Discontinued operations
include operating income of $7,649,000 and $6,896,000 in fiscal 2000 and 1999,
respectively, and $1,176,000 and $1,848,000 in the fourth quarter of fiscal 2000
and 1999, respectively.
In connection with the recapitalization of Pentagon Technologies Group,
Inc., that was previously announced on July 19, 2000, the Company's fiscal 2000
statement of income and the June 30, 2000 balance sheet includes an accrued
loss, net of related tax benefit of $4,348,000, (of which, $921,000 was recorded
in the fourth quarter of fiscal 2000) to reduce the Company's investment in
Pentagon to 22.3% of Pentagon's equity. Pentagon accounted for $30,921,000 and
$12,950,000 of the Company's consolidated revenues and $3,065,000 and $31,000 of
the
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Company's consolidated income from operations for fiscal 2000 and 1999,
respectively. Pentagon accounted for $7,965,000 and $5,048,000 of the Company's
consolidated revenues and $747,000 and $(315,000) of the Company's consolidated
income (loss) from operations for the fourth quarter of fiscal 2000 and 1999,
respectively.
As adjusted to reflect discontinued operations, revenues for the fiscal
year ended June 30, 2000 increased 32.0 percent to $115,607,000 from $87,579,000
for fiscal 1999. Income from operations for fiscal 2000 increased 28.0 percent
to $10,291,000 from $8,039,000 for the year earlier period. Net income for the
fiscal year decreased 63.0 percent to $2,553,000, or $0.22 per share from
$6,892,000, or $0.60 per share for the year earlier period.
As adjusted to reflect discontinued operations, revenues for the fourth
quarter of fiscal 2000 increased 21.4 percent to $29,428,000 from $24,248,000 in
the fourth quarter of fiscal 1999. Income from operations for the quarter
decreased 14.1 percent to $2,407,000 from $2,803,000 for the year earlier
period. Net income for the quarter decreased 95.1 percent to $108,000, or $0.01
per share from $2,200,000, or $0.19 per share for the year earlier period.
MPW Industrial Services Group, Inc. is a leading provider of
integrated, technically-based industrial cleaning and related facilities support
services in North America. MPW offers four principal service lines that are
integral to a wide variety of manufacturing processes. These four service lines
are industrial cleaning and facility maintenance, industrial filtration
management, industrial container cleaning and industrial process water
purification.
The statements contained in this news release that are forward looking
are based on current expectations that are subject to a number of uncertainties
and risks, and actual results may differ materially. The uncertainties and risks
include, but are not limited to, competitive and other market factors, customer
purchasing behavior, general economic conditions and other facets of the
Company's business operations. Also, the Company's quarterly results of
operations may fluctuate as a result of a number of factors including but not
limited to the timing of customer activity and weather conditions. Additional
information about these and other risks and uncertainties can be found in
"Investment Considerations" in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000; and in other documents the Company files or has
filed with the Securities and Exchange Commission. Further information may also
be obtained at the Company's Internet site: http://www.mpwservices.com . The
Company has scheduled a conference call to discuss the fourth quarter and
year-end results on Monday, October 2, 2000 at 10:00 a.m. eastern time. The
number for the conference call is 888-222-2994.
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<TABLE>
MPW Industrial Services Group, Inc.
Consolidated Results of Operations
Three and Twelve Months Ended June 30, 2000 and 1999
(in thousands, except per share data)
<CAPTION>
Three Months Ended June 30, Year ended June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues $29,428 $24,248 $115,607 $87,579
Costs and expenses:
Cost of services 18,233 14,733 71,455 54,350
Selling, general
and administrative
expenses 6,430 4,985 25,137 19,134
Depreciation
and amortization 2,358 1,727 8,724 6,056
Total costs
and expenses 27,021 21,445 105,316 79,540
Income from operations 2,407 2,803 10,291 8,039
Interest expense, net 1,367 748 4,797 2,568
Loss on sale of
subsidiary 1,535 -- 7,247 --
Income (loss) from
continuing operations
before income taxes (495) 2,055 (1,753) 5,471
Provision (benefit)
for income taxes (198) 744 (702) 2,189
Income (loss) from
continuing operations (297) 1,311 (1,051) 3,282
Discontinued operations,
net of income taxes 405 889 3,604 3,610
Net income $ 108 $ 2,200 $ 2,553 $ 6,892
Net income (loss)
per share:
Continuing
operations $ (0.03) $ 0.12 $ (0.10) $ 0.31
Discontinued
operations $ 0.04 $ 0.08 $ 0.33 $ 0.34
Net income (loss)
per share,
assuming dilution:
Continuing
operations $ (0.03) $ 0.11 $ (0.09) $ 0.28
Discontinued
operations $ 0.04 $ 0.08 $ 0.31 $ 0.31
Pro forma weighted
average shares
outstanding 10,929 10,785 10,890 10,734
Pro forma weighted
average shares
outstanding, assuming
dilution 11,434 11,478 11,476 11,521
</TABLE>
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<TABLE>
MPW Industrial Services Group, Inc.
Consolidated Balance Sheets
As of June 30, 2000 and 1999
(in thousands, except share data)
<CAPTION>
June 30,
2000 1999
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 236 $ 318
Accounts receivable, net 38,718 35,744
Inventories 14,414 9,044
Deferred income taxes 4,104 1,492
Prepaid expenses 1,927 1,868
Other current assets 1,268 973
60,667 49,439
Property and equipment, net 49,841 41,429
Noncurrent assets:
Intangibles, net 61,099 50,946
Other assets 554 436
Total assets $172,161 $142,250
Liabilities
Current liabilities:
Accounts payable $ 11,591 $ 9,968
Accrued compensation and related taxes 2,420 4,638
Current maturities of noncurrent liabilities 310 714
Accrued loss on sale of subsidiary 7,247 --
Other accrued liabilities 6,023 5,846
27,591 21,166
Noncurrent liabilities:
Long-term debt 83,974 65,475
Deferred income taxes 6,143 4,456
Other 184 312
90,301 70,243
Minority interest 1,200 1,275
Shareholders' equity:
Preferred stock, $0.01 par value;
5,000,000 shares authorized;
no shares issued and outstanding -- --
Common stock, no par value;
30,000,000 shares authorized;
10,929,257 and 10,784,945 shares issued
and outstanding at June 30, 2000
and 1999, respectively 109 108
Additional paid-in capital 41,461 40,531
Retained earnings 11,499 8,927
53,069 49,566
Total liabilities and
shareholders' equity $172,161 $142,250
</TABLE>
SOURCE MPW Industrial Services Group, Inc.
