<PAGE>
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 September 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 preceding 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 November
10, 1995, is 25,515,533 shares.
Total number of pages 16
----
There are two exhibits filed with this report.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND MARCH 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
------------------ --------------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 86,259,000 16,159,000
Short-term investments 2,535,000 2,418,000
Accounts receivable, net 115,256,000 89,352,000
Costs and estimated earnings in excess
of billings on uncompleted contracts 32,471,000 20,016,000
Inventories 49,169,000 34,707,000
Prepaid expenses 10,357,000 2,858,000
Deferred taxes 3,482,000 3,482,000
Other current assets 5,226,000 6,495,000
------------ -----------
Total current assets 304,755,000 175,487,000
------------ -----------
Property, plant and equipment, net 133,721,000 68,395,000
Investment in leasehold interest, net 20,822,000 20,390,000
Cost in excess of net assets of businesses acquired, net 149,955,000 99,162,000
Other assets 23,105,000 15,294,000
------------ -----------
$632,358,000 378,728,000
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 48,666,000 35,846,000
Accrued liabilities 47,320,000 33,727,000
Current portion of long-term debt 1,814,000 2,033,000
Notes payable 3,384,000 24,538,000
Billings in excess of costs and estimated
earnings on uncompleted contracts 13,698,000 15,940,000
Other current liabilities 2,372,000 5,733,000
------------ -----------
Total current liabilities 117,254,000 117,817,000
------------ -----------
Long-term debt, excluding current portion 9,375,000 8,792,000
Convertible subordinated debentures 200,000,000 105,000,000
Deferred taxes 8,028,000 8,028,000
Other liabilities 3,966,000 1,947,000
------------ -----------
Total liabilities 338,623,000 241,584,000
------------ -----------
</TABLE>
(Continued)
See accompanying notes to consolidated financial statements
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
------------------ --------------
<S> <C> <C>
Shareholders' equity:
Series A voting cumulative convertible preferred
stock, $.10 par value, $25 liquidation preference,
880,000 shares authorized, issued and outstanding 22,071,000 22,071,000
Series B voting convertible preferred stock,
$.10 par value, $27 liquidation preference,
250,000 shares authorized, 185,185 shares
outstanding at March 31, 1995 - 3,506,000
Common stock, par value $.01; authorized, 75,000,000
shares; 25,113,155 and 15,220,003 shares issued and
outstanding at September 30, 1995 and March 31, 1995,
respectively 251,000 152,000
Additional paid-in capital 280,886,000 131,654,000
Currency translation adjustment 1,228,000 (2,026,000)
Accumulated deficit (10,701,000) (18,213,000)
------------ -----------
Total shareholders' equity 293,735,000 137,144,000
------------ -----------
$632,358,000 378,728,000
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
UNITED STATES FILTER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
September 30, September 30,
------------------------- --------------------------
1995 1994 1995 1994
------------ ---------- ---------- -----------
<S> <C> <C> <C> <C>
Revenues $108,308,000 67,201,000 199,847,000 122,264,000
Costs of sales 74,802,000 47,916,000 138,467,000 87,758,000
------------ ---------- ----------- -----------
Gross profit 33,506,000 19,285,000 61,380,000 34,506,000
Selling, general and
administrative expenses 24,994,000 15,986,000 46,620,000 29,229,000
------------ ---------- ----------- -----------
Operating income 8,512,000 3,299,000 14,760,000 5,277,000
Other income (expense):
Interest expense (3,034,000) (1,216,000) (5,469,000) (2,116,000)
Other 616,000 586,000 1,342,000 1,112,000
------------ ---------- ----------- -----------
(2,418,000) (630,000) (4,127,000) (1,004,000)
------------ ---------- ----------- -----------
Income before income taxes 6,094,000 2,669,000 10,633,000 4,273,000
Income taxes 1,585,000 761,000 2,765,000 1,258,000
------------ ---------- ----------- -----------
Net income $ 4,509,000 1,908,000 7,868,000 3,015,000
============ ========== =========== ===========
Net income per common share $ 0.19 0.12 0.35 0.18
============ ========== =========== ===========
Weighted average number of shares
outstanding 22,952,000 14,818,000 21,477,000 14,721,000
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
-------------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,868,000 3,015,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for bad debts 977,000 208,000
Depreciation and amortization 10,078,000 5,091,000
Deferred income taxes - 24,000
Stock option compensation 56,000 48,000
(Gain) loss on sale of assets 105,000 (2,000)
Change in operating assets and liabilities net of
effects of purchase:
Increase in accounts receivable (9,596,000) (6,031,000)
(Increase) decrease in costs and estimated earnings
on uncompleted contracts (12,455,000) 5,258,000
Increase in inventories (9,869,000) (6,300,000)
Increase in other assets (690,000) (1,613,000)
Increase (decrease) in accounts payable and
accrued expenses 459,000 (4,573,000)
Increase (decrease) in billings in excess of costs and
estimated earnings or uncompleted contracts (1,937,000) 689,000
Increase (decrease) in other liabilities (1,139,000) 1,144,000
------------- ----------
Net cash used in operating activities (16,143,000) (3,042,000)
------------- ----------
Cash flows from investing activities:
Payment for purchase of property, plant & equipment (12,609,000) (5,205,000)
Payment for purchase of acquisitions, net of cash acquired (111,042,000) 1,665,000
Investment in leasehold interest - (5,772,000)
Proceeds from disposal of equipment 1,282,000 4,000
Sale (purchase) of short-term investments (117,000) 8,043,000
------------- ----------
Net cash used in investing activities (122,486,000) (1,265,000)
------------- ----------
</TABLE>
(Continued)
See accompanying notes to consolidated financial statements
5
<PAGE>
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Continued)
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
------------- -----------
<S> <C> <C>
Cash flows from financing activities:
Net proceeds from sale of common stock 97,735,000 -
Net proceeds from sale of convertible subordinated debentures 136,249,000 -
Repurchase of preferred stock (4,709,000) -
Principal payments on notes payable and debt (21,751,000) (5,349,000)
Proceeds from borrowings on debt 763,000 5,035,000
Proceeds from exercise of common stock options 799,000 390,000
Dividends on preferred stock (357,000) (357,000)
------------ ----------
Net cash provided (used) by financing
activities 208,729,000 (281,000)
------------ ----------
Net increase (decrease) in cash 70,100,000 (4,588,000)
Cash balance at March 31, 1995 and 1994 16,159,000 17,914,000
------------ ----------
Cash balance at September 30, 1995 and 1994 $ 86,259,000 13,326,000
============ ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 4,008,000 1,793,000
============ ==========
Cash paid during the period for income taxes $ 506,000 25,000
============ ==========
Noncash investing and financing activities consisted of the following:
Common stock issued:
Conversion of debentures $ 45,000,000 -
Conversion of preferred stock 865,000 -
------------ ----------
$ 45,865,000 -
============ ==========
</TABLE>
See accompanying notes to consolidated financial statements
6
<PAGE>
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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
U.S. 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 of the information contained therein. 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.
Income per Common Share
-------------------------
Income 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 income per share when their effect is dilutive. All
income per share data in the accompanying consolidated financial
statements have been restated to reflect a three for two common stock
split effective December 1994.
Primary and fully diluted income per common share for the three and
six month periods ended September 30, 1995 and 1994, were calculated as
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
1995 1994 1995 1994
----------------------- -----------------------
<S> <C> <C> <C> <C>
Net income $ 4,509,000 1,908,000 7,868,000 3,015,000
Dividends on preferred stock (179,000) (179,000) (358,000) (358,000)
----------- ---------- ---------- ----------
Adjusted net income applicable to
common shares $ 4,330,000 1,729,000 7,510,000 2,657,000
=========== ========== ========== ==========
Weighted average shares outstanding 22,222,000 14,628,000 20,882,000 14,497,000
Add:
Exercise of options and warrants reduced by
the number of shares purchased with
proceeds 730,000 190,000 595,000 224,000
----------- ---------- ---------- ----------
Adjusted weighted average shares
outstanding 22,952,000 14,818,000 21,477,000 14,721,000
=========== ========== ========== ==========
Income per common share:
Net income $ 0.20 0.13 0.37 0.20
Dividends on preferred stock (0.01) (0.01) (0.02) (0.02)
----------- ---------- ---------- ----------
Adjusted income per common share $ 0.19 0.12 0.35 0.18
=========== ========== ========== ==========
</TABLE>
7
<PAGE>
Note 2. Inventories
-----------
Inventories at September 30, 1995 and March 31, 1995 consist
of the following:
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
------------------ --------------
<S> <C> <C>
Raw Materials $16,898,000 14,243,000
Work-in-Process 15,528,000 10,007,000
Finished Goods 16,743,000 10,457,000
----------- ----------
$49,169,000 34,707,000
=========== ==========
</TABLE>
Note 3. Acquisitions
------------
On August 11, 1995, the Company purchased substantially all of the assets
and assumed certain liabilities of Continental H2O Services, Inc., an
Illinois corporation d/b/a Interlake Water Systems ("Interlake"), pursuant
to an Asset Purchase Agreement among the Company, Interlake and the
Stockholders of Interlake. The acquisition was effective as of August 1,
1995. The purchase price for the acquisition of Interlake was
approximately $27,000,000 consisting of $20,000,000 in cash and the
delivery of 334,628 shares of common stock.
Interlake provides water treatment services, including service
deionization ("SDI"), in Illinois and Michigan. In addition, Interlake
sells and services a broad range of complex water treatment systems and is
the largest distributor of the Company's Continental product line in the
United States. The acquisition of Interlake has been accounted for as a
purchase, and, accordingly, the results of operations of Interlake for the
three months ended September 30, 1995 are included from the date of
acquisition. The excess of fair value of net assets acquired was
approximately $19,000,000, and is being amortized on a straight-line basis
over 40 years.
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 aggregate purchase price was
approximately $9,000,000, and was paid entirely in cash.
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 six months ended September 30,
1995 are included in the Company's consolidated statements of income.
The excess of cost over fair value of net assets acquired was
approximately $7,200,000 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 ("Goodrich") 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.
The Company and Goodrich disagree as to the amount of such adjustment, and
are currently engaged in discussions to resolve this issue pursuant to the
terms of the Stock Purchase Agreement.
8
<PAGE>
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 five-month period ended September
30, 1995 are included in the Company's consolidated statements of income. 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.
Summarized below are the unaudited pro forma results of operations of the
Company as though AIW and Interlake had been acquired at the beginning of the
six month periods ended September 30, 1995 and 1994:
<TABLE>
<CAPTION>
Six Months Ended
September 30,
------------------------
1995 1994
------------ ----------
<S> <C> <C>
Revenues $208,815,000 153,267,000
============ ===========
Net income $ 8,374,000 3,794,000
============ ==========
Net income per common
share $ 0.37 0.23
============ ==========
</TABLE>
Note 4. Convertible Subordinated Notes
------------------------------
On September 18, 1995 the Company sold $140,000,000 aggregate
principal amount of 6% Convertible Subordinated Notes due September
15, 2005. The notes are convertible into common stock at any time
prior to maturity, redemption or repurchase at a conversion price of
$27.50 per share, subject to adjustment in certain circumstances.
The notes are not redeemable prior to September 23, 1998 at which
time the notes are redeemable at the option of the Company, in whole
or in part, at specified redemption prices plus accrued and unpaid
interest to the date of redemption. Interest is payable semi-
annually on March 15 and September 15 of each year, commencing on
March 15, 1996.
Additionally, on September 18, 1995, certain warrants to purchase
2,500,000 shares of Company common stock were exercised by
affiliates of Laidlaw Inc. in exchange for the delivery of
$45,000,000 principal amount of Subordinated Notes due 2001.
9
<PAGE>
Note 5. Shareholders' Equity
--------------------
On May 3, 1995, the Company completed an underwritten public
offering of 6,900,000 shares of its common stock at a price
equal to $15.00 per share. The net proceeds to the Company, after
underwriting discounts and commissions and before other related
expenses, were $98,118,000.
On September 18, 1995, the Company repurchased and cancelled
185,185 shares of Series B Preferred Stock for $4,709,000 from
affiliates of Laidlaw Inc.
Note 6. Subsequent Event
----------------
On October 2, 1995, the Company acquired all of the outstanding
capital stock of Polymetrics, Inc. ("Polymetrics"), a California
corporation, pursuant to a Stock Purchase Agreement dated as of
August 29, 1995, as amended, between the Company and Anjou
International Company, a U.S. subsidiary of Compagnie Generale
des Eaux of France. The total purchase price for the acquisition
of Polymetrics was approximately $58,000,000, consisting of
$50,000,000 in cash and delivery by the Company of 371,229 shares
of common stock. Polymetrics designs, manufactures, installs and
services water treatment systems for the electronics,
pharmaceutical, laboratory, power generation and cogeneration
industries.
Polymetrics had revenues of $40,734,000 for the year ended
December 31, 1994. The acquisition will be accounted for by
the Company as a purchase.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Revenues for the three months ended September 30, 1995 were
$108,308,000, an increase of $41,107,000 from the $67,201,000 for
the quarter ended September 30, 1994. For the six months ended
September 30, 1995, revenues increased $77,583,000 compared to the
corresponding period in the prior year. Revenues increased 61.2%
and 63.5% for the three month and six month periods ended September
30, 1995, respectively. These increases were due primarily to
acquisitions completed by the Company subsequent to September 30,
1994. Excluding the effect of these acquisitions, Company revenues
increased approximately $10,138,000 or 15.1% from the corresponding
three-month period of the prior fiscal year, and $19,038,000 or
15.6% from the corresponding six-month period of the prior fiscal
year. Revenues from capital equipment sales for the three months
ended September 30, 1995 represented 48.3% of total revenues, while
revenues from services and operations represented 31.7%, and
revenues from replacement parts and consumables represented 20.0%.
Gross profit as a percentage of revenue ("gross margin") was 30.9%
for the quarter ended September 30, 1995 compared to 28.7% in the
corresponding quarter in the prior year. For the six months ended
September 30, 1995, the Company's gross margin was 30.7% as compared
to 28.2% for the corresponding period in the prior year. This
increase in gross margin was due primarily to the shift in revenue
mix to recurring and higher margin service-based revenues.
Selling, general and administrative expenses increased $9,008,000 to
$24,994,000 as compared to the $15,986,000 in the comparable quarter
in the prior year. Selling, general and administrative expenses
were 23.1% of revenues compared to 23.8% for the comparable quarter
in the prior year. For the six month period ended September 30,
1995, selling, general and administrative expenses were 23.3%
compared to 23.9% for the corresponding period in the prior year.
These decreases in the percentage of selling, general and
administrative expenses to revenues were due primarily to the
benefits derived from economies of scale resulting from growth in
revenues, and the continued implementation of cost controls and
elimination of certain redundancies.
Interest expense increased to $3,034,000 for the quarter ended
September 30, 1995 from $1,216,000 for the corresponding period in
the prior year. Interest expense for the three and six month
periods ended September 30, 1995 consists primarily of interest on
the Company's 5% Convertible Subordinated Debentures due 2000,
Subordinated Notes which were delivered in connection with the
exercise of warrants to acquire common stock on September 18, 1995,
6% Convertible Subordinated Notes issued on September 18, 1995
due 2005, and borrowings under the Company's bank line of credit.
At September 30, 1995, the Company had cash and short-term
investments of $88,794,000.
11
<PAGE>
Income tax expense increased to $1,585,000 for the three months
ended September 30, 1995, from $761,000 in the corresponding period
in the prior year. Income tax expense increased to $2,765,000 in
the six month period ended September 30, 1995, from $1,258,000 in
the corresponding period in the prior year. These increases are
attributable to increased net income. The Company's effective tax
rate for the three and six month periods ended September 30, 1995
was 26%.
Net income for the three months ended September 30, 1995 was
$4,509,000, an increase of $2,601,000 from the $1,908,000 for the
quarter ended September 30, 1994. For the six months ended
September 30, 1995, net income increased $4,853,000 compared to the
corresponding period in the prior year. Net income increased 136.3%
and 161.0% for the three month and six month periods ended September
30, 1995, respectively. Net income per common share increased to
$0.35 per share (based upon 21,477,000 weighted average common
shares outstanding) for the six months ended September 30, 1995 from
$0.18 per common share (based upon 14,721,000 weighted average
common shares outstanding) for the comparable period of the prior
fiscal year.
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 of $98,118,000 before offering
expenses from the sale of 6,900,000 shares of common stock and on
September 18, 1995, the Company realized net proceeds of
$136,325,000 before offering expenses from the issuance of 6%
Convertible Subordinated Notes due 2005. At September 30, 1995 the
Company had working capital of $187,501,000, including cash and
short-term investments of $88,794,000. The Company's long-term debt
at September 30, 1995 included $60,000,000 of 5% Convertible
Subordinated Debentures due 2000, $140,000,000 of 6% Convertible
Subordinated Notes due 2005, and notes payable totaling $11,189,000
and bearing interest at rates ranging from 2.0% to 9.21%. As of
September 30, 1995, there were borrowings of $3,384,000 and
$9,558,000 of letters of credit outstanding under the Company's
$50,000,000 bank line of credit, with respect to which the Company
has pledged the stock of substantially all of its United States
subsidiaries.
On October 2, 1995, the Company acquired all of the outstanding
capital stock of Polymetrics for a total purchase price of
approximately $58,000,000, of which $50,000,000 was paid in cash.
The Company believes its current cash position 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.
12
<PAGE>
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
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C> <C> <C>
(i) The following Directors were reelected to terms expiring in 1998:
James R. Bullock - Class II Director 15,831,371 93,041
Arthur B. Laffer - Class II Director 15,832,917 91,501
Alfred E. Osborne, Jr. - Class II Director 15,832,784 91,634
Michael J. Reardon - Class II Director 15,832,558 91,860
(ii) An amendment to the Company's 1991 Employee Stock Option Plan to increase the
number of authorized shares thereunder by 750,000 shares:
For Against Withheld
--- ------- --------
13,892,863 1,641,521 128,386
(iii) Ratification of the appointment of KPMG Peat Marwick LLP as independent accountants
for the Company:
For Against Withheld
--- ------- --------
12,282,058 4,446 68,818
</TABLE>
13
<PAGE>
Item 5. OTHER INFORMATION
N/A
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit 4 - 6% Convertible Subordinated Notes Indenture dated
as of September 18, 1995 between the Company and The First
National Bank of Boston, as Indenture Trustee (incorporated
by reference to Exhibit 4.3 to Registration Statement on
Form S-3 (No. 33-63281)).
Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K
The Company filed five Current Reports on Form 8-K during the
quarter ended September 30, 1995, one dated July 13, 1995 under
Item 5 of that Form, one dated August 11, 1995 under Item 2 of
that Form, one dated August 30, 1995 under Item 5 of that Form,
one dated September 7, 1995 under Item 5 of that Form and one
dated September 18, 1995 under Item 5 of that Form.
The following financial statements and pro forma financial
information were filed with the Current Report on Form 8-K
dated August 11, 1995:
(a) Financial Statements of Continental H/2/O Services Inc.
and Evansville Water Corporation d/b/a Interlake Water
Systems ("Interlake"):
Independent Auditors' Report;
Combined Balance Sheets as of December 31, 1994 and
June 30, 1995 (unaudited);
Combined Statements of Operations for the year ended
December 31, 1994 and six months ended June 30, 1995
(unaudited);
Combined Statement of Stockholders' Equity;
Combined Statement of Cash Flows;
Notes to Combined Financial Statements.
(b) Pro Forma combined balance sheet, statement of operations
and notes thereto regarding acquisition of Interlake.
14
<PAGE>
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: November 13, 1995 Kevin L. Spence
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer)
15
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
4 6% Convertible Subordinated Notes Indenture dated as of
September 18, 1995 between the Company and The First
National Bank of Boston, as Indenture Trustee
(incorporated by reference to Exhibit 4.3 to
Registration Statement on Form S-3 (No. 33-63281)).
27 Financial Data Schedule
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME OF UNITED STATES FILTER
CORPORATION AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> MAR-31-1996 MAR-31-1996
<PERIOD-START> JUL-01-1995 APR-01-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<CASH> 86,259,000 0
<SECURITIES> 2,535,000 0
<RECEIVABLES> 119,353,000 0
<ALLOWANCES> (4,097,000) 0
<INVENTORY> 49,169,000 0
<CURRENT-ASSETS> 304,755,000 0
<PP&E> 160,910,000 0
<DEPRECIATION> (27,189,000) 0
<TOTAL-ASSETS> 632,358,000 0
<CURRENT-LIABILITIES> 117,254,000 0
<BONDS> 211,189,000 0
<COMMON> 251,000 0
0 0
22,071,000 0
<OTHER-SE> 271,413,000 0
<TOTAL-LIABILITY-AND-EQUITY> 632,358,000 0
<SALES> 108,308,000 199,847,000
<TOTAL-REVENUES> 108,308,000 199,847,000
<CGS> 74,802,000 138,467,000
<TOTAL-COSTS> 74,802,000 138,467,000
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 331,000 977,000
<INTEREST-EXPENSE> 3,034,000 5,469,000
<INCOME-PRETAX> 6,094,000 10,633,000
<INCOME-TAX> 1,585,000 2,765,000
<INCOME-CONTINUING> 4,509,000 7,868,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 4,509,000 7,868,000
<EPS-PRIMARY> .19 .35
<EPS-DILUTED> .19 .35
</TABLE>
