SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 3, 1998
UNITED STATES FILTER CORPORATION
(Exact name or registrant as specified in its charter)
Delaware 1-10728 33-0266015
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) ID No.)
incorporation)
40-004 Cook Street
Palm Desert, California 92111 92211
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:
(760) 340-0098
Page 1 of 4 pages
Exhibit Index on page 4
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Item 5. Other Events.
On November 3, 1998, United States Filter Corporation (the
"Company") announced its earnings for the second quarter of its fiscal year
ended September 30, 1998. A copy of the Company's November 3, 1998 press release
is filed herewith as an exhibit and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit is filed as part of this Current
Report on Form 8-K:
DESCRIPTION EXHIBIT NO.
Press Release dated 99.1
November 3, 1998
Page 2 of 4 pages
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
BY: /s/ Damian C. Georgino
------------------------------
Damian C. Georgino
Executive Vice President,
General Counsel and
Corporate Secretary
DATE: November 9, 1998
Page 3 of 4 pages
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EXHIBIT INDEX
Exhibit Number Description Page No.
- -------------- ------------------------- --------
99.1 Press Release dated 5
November 3, 1998
Page 4 of 4 pages
Exhibit 99.1
USFilter Announces Record Fiscal Second Quarter Earnings
November 3, 1998 6:00 AM EST
PALM DESERT, Calif., Nov. 3 -- United States Filter Corporation (NYSE:
USF) today reported record revenues for its fiscal second quarter ended
September 30, 1998 of $1,225,882,000, an increase of 30.6% over the year ago
quarterly revenues of $938,358,000. Net income for the quarter, also a record,
was up 79.4% to $60,211,000 from $33,563,000 last year. Diluted earnings per
share was $0.36 for the quarter, a 44.0% increase over $0.25 for last year's
second quarter. Diluted weighted average number of shares outstanding was
178,042,000. Total backlog was $987,273,000, up 10.4% from $894,485,000 for the
same period last year. The Company also said that consolidated gross margin for
the quarter was 29.7% vs. 25.6% last year and operating margins improved to 9.8%
from 6.8% for the same period last year. All prior year financial information
has been restated to reflect the acquisitions of The Kinetics Group, Inc. and
Culligan Water Technologies, Inc., which were accounted for as poolings of
interests.
Revenues for the first half of the fiscal year were $2,345,213,000 vs.
$1,731,294,000 last year with diluted loss per share of $0.59 (including one
time merger, restructuring, acquisition and other related charges associated
with the Culligan merger) vs. income per share of $0.56 for the prior year. The
Company released the following summary of results of the operations of its five
operating groups:
* Water and Wastewater Group revenues were $497,423,000 for the three
months ended September 30, 1998 as compared to $381,893,000 in the prior year.
Gross profit margins and operating margins were 31.6% and 10.8%, respectively,
compared to 29.0% and 7.3% in the prior year. Water and Wastewater Group backlog
was $735,513,000 at September 30, 1998. Internal growth for the period was
approximately 8%.
* Waterworks Distribution Group revenues were $278,794,000 for the three
months ended September 30, 1998 as compared to $255,731,000 in the prior year.
Gross profit margins and operating margins were 19.7% and 6.4%, respectively,
compared to 19.9% and 6.2% in the prior year. Internal growth for the period
totaled approximately 5%. The Waterworks Distribution group does not report
backlog as its revenues are not derived from long-term contracts.
* Consumer and Commercial Group revenues were $148,352,000 for the three
months ended September 30, 1998
<PAGE>
as compared to $86,738,000 in the prior year. Gross profit margins and operating
margins were 46.7% and 16.3%, respectively, compared to 42.9% and 12.4% in the
prior year. The Consumer and Commercial Group does not report backlog as its
revenues are not derived from long-term contracts. Internal growth for the
period totaled approximately 6%.
* Filtration and Separations Group revenues were $81,853,000 for the three
months ended September 30, 1998. Gross profit margins and operating margins were
36.1% and 9.7%, respectively. Filtration and Separations Group backlog was
$61,039,000 at September 30, 1998. Prior year comparisons for the Filtration and
Separations Group are not meaningful as the Company's acquisition of Memtec
Limited (which represents a significant portion of the Filtration and
Separations Group) occurred subsequent to the second quarter of the prior fiscal
year and was accounted for as a purchase.
* Industrial Products Group revenues were $219,460,000 for the three
months ended September 30, 1998 as compared to $182,391,000 in the prior fiscal
year. Gross profit margins and operating margins were 24.3% and 7.5%,
respectively, compared to 17.5% and 2.9% in the prior fiscal year. Industrial
Products Group backlog was $190,721,000 at September 30, 1998. Internal growth
for the division was approximately 1%.
"We continue to believe that the combination of our technologies, service
capability and sales and marketing strength will drive our growth," said Richard
J. Heckmann, Chairman, President and CEO of USFilter. "The expansion in our
gross margins and operating margins also demonstrates the strength of our
strategy over the past several years," he said.
USFilter is the leading global provider of commercial, industrial,
municipal and residential water and wastewater treatment systems, products and
services. USFilter has the industry's largest network of sales, service and
manufacturing facilities through over 2,000 locations in 94 countries. USFilter
is also a leading provider of outsourced water services including the operation
of water and wastewater treatment systems at customer sites. It is also actively
involved in the development of privatization initiatives for municipal water
treatment facilities in the U.S. and around the world. USFilter, which is based
in Palm Desert, California, invites you to visit its web site at
http://www.usfilter.com.
Forward looking statements in this release, including, without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor
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provisions of the U.S. Private Securities Litigation Reform Act of 1995. These
forward looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward looking statements. These
factors include, among others, the following: general economic and business
conditions; competition; success of operating initiatives, advertising and
promotional efforts; existence of adverse publicity or litigation; changes in
business strategy or plans; quality of management; availability, terms and
development of capital; business abilities and judgment of personnel; changes
in, or the failure to comply with governmental regulations; and other factors
described in filings of the Company with the SEC. The Company undertakes no
obligation to publicly update or revise any forward looking statements, whether
as a result of new information, future events or otherwise.
<TABLE>
UNITED STATES FILTER CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
September 30, 1998
(Unaudited)
<CAPTION>
Three Months Six Months
Ended Ended
September 30, September 30,
1998 1997 1998 1997
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Revenues $ 1,225,882 938,358 2,345,213 1,731,294
Cost of sales 861,445 698,491 1,649,614 1,296,064
Gross profit 364,437 239,867 695,599 435,230
Selling,
general and
administrative
expenses 244,415 176,416 467,579 330,666
Purchased
in-process
research
and development -- -- 3,558 --
Merger,
restructuring,
acquisition
and other
related charges -- -- 257,920 --
244,415 176,416 729,057 330,666
<PAGE>
Operating
income
(loss) 120,022 63,451 (33,458) 104,564
Other income
expense):
Interest
expense (29,533) (12,883) (55,181) (23,878)
Gain on
disposition
of investment
in affiliate -- -- -- 31,098
Interest
income and
other, net 3,603 1,287 7,730 2,782
(25,930) (11,596) (47,451) 10,002
Income (loss)
before income
tax expense 94,092 51,855 (80,909) 114,566
Income tax
expense 33,881 18,292 14,277 41,708
Net income
(loss) $ 60,211 33,563 (95,186) 72,858
Net income (loss) per common share:
Basic $ 0.37 0.26 (0.59) 0.57
Diluted $ 0.36 0.25 (0.59) 0.56
Basic weighted
average number
of shares
outstanding 164,601 130,461 161,271 128,274
Diluted weighted
average number
of shares
outstanding 178,042 133,148 161,271 130,769
</TABLE>
<PAGE>
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
SELECTED SEGMENT DATA
The following unaudited summary selected segment data is provided for
informational purposes only. The Company will implement the provisions of
Statement of Financial Accounting Standards No. 131 "Disclosures about Segments
of an Enterprise and Related Information" in connection with the filing of its
Annual Report on Form 10-K for the fiscal year ending March 31, 1999.
<TABLE>
<CAPTION>
Three Months Six Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
(in thousands)
<S> <C> <C> <C> <C>
Revenues:
Water and
Wastewater
Group $ 497,423 381,893 948,790 723,661
Waterworks
Distribution
Group 278,794 255,731 517,799 464,099
Consumer
and Commercial
Group 148,352 86,738 277,507 158,330
Filtration
and Separations
Group 81,853 31,605(b) 165,204 63,223(b)
Industrial
Products
Group 219,460 182,391 435,913 321,981
Consolidated 1,225,882 938,358 2,345,213 1,731,294
Gross profit:
Water and
Wastewater
Group 157,414 110,622 298,687 213,127
Waterworks
Distribution
Group 54,831 50,872 101,327 88,335
Consumer
and Commercial
Group 69,351 37,227 130,882 69,279
Filtration
and Separations
Group 29,518 9,182(b) 59,501 18,444(b)
<PAGE>
Industrial
Products
Group 53,323 31,964 105,202 46,045
Consolidated 364,437 239,867 695,599 435,230
Operating income: (a)
Water and
Wastewater
Group 53,708 27,897 100,460 54,930
Waterworks
Distribution
Group 17,762 15,960 32,473 25,777
Consumer and
Commercial
Group 24,249 10,791 43,751 20,957
Filtration
and Separations
Group 7,937 3,513(b) 14,000 5,726(b)
Industrial
Products
Group 16,366 5,290 37,336 (2,826)
Consolidated $ 120,022 63,451 228,020 104,564
(a) Does not include one-time charges consisting of purchased in-process
research and development and merger, restructuring, acquisition and other
related charges resulting primarily from the acquisition of Culligan totaling
$261,478 recorded in the three months ended June 30, 1998.
(b) Does not include the results of operations of Memtec Limited, which was
acquired in December 1997 and accounted for as a purchase.
</TABLE>
