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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1995
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Not applicable
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant: Insituform Mid-America, Inc.
Former Name if Applicable: Not applicable.
17988 Edison Avenue
Address of Principal Executive Office (Street and Number)
Chesterfield, Missouri 63005-3700
City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
The registrant hereby represents that:
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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(b) The subject quarterly report on Form 10-Q or portion thereof will
be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III -- NARRATIVE
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State below in reasonable detail the reasons why Form 10-Q or portion thereof
could not be filed within the prescribed time period.
On April 18, 1994, the registrant acquired the pipeline rehabilitation
business of Enviroq Corporation, a Delaware corporation ("Enviroq"), pursuant
to the merger (the "Merger") of a wholly owned subsidiary of the registrant
with and into Enviroq. In connection with the acquisition, Enviroq transferred
all of Enviroq's interest in Synox Corporation and Sprayroq Corporation,
$500,000 cash and certain undeveloped real estate to New Enviroq Corporation,
a newly organized subsidiary of Enviroq ("New Enviroq"), the stock of which
was distributed to Enviroq's stockholders immediately prior to the Merger.
Pursuant to the acquisition, the registrant issued to New Enviroq a $3,000,000
subordinated promissory note as payment for the agreement of New Enviroq and
certain principal stockholders of Enviroq not to compete with the registrant
(the "Subordinated Note").
By letter, dated July 14, 1995, counsel for New Enviroq alleged that a
default had occurred with respect to the payment of the interest due to
New Enviroq on June 30, 1995 under the Subordinated Note. New Enviroq
demanded payment of such installment interest and purported to declare the
entire principal due and payable. On August 1, 1995, New Enviroq filed a
lawsuit in the Circuit Court of Jefferson County, Alabama, seeking a
judgment in respect of the registrant's alleged default under the Subordinated
Note. The registrant denies liability to New Enviroq and intends to
vigorously defend the lawsuit and pursue claims against New Enviroq arising
out of the Merger, including Enviroq's obligations under the acquisition
agreement for the Merger. The registrant is in the process of determining
with its financial and legal advisors the appropriate disclosures and
classification with respect to the Subordinated Note and other Merger-
related items in its unaudited condensed consolidated financial statements
to be included in its Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, and intends to file its Quarterly Report on Form 10-Q as
soon as practicable thereafter.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Joseph F. Olson (314) 532-6137
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so; attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The registrant anticipates that the statements of income included in its
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 will report
net income of $1,520,787, reflecting a 71% increase for the third quarter of
the current year over net income of $886,516 reported in the comparable period
of the prior fiscal year. The registrant anticipates that net income per
common share for the third quarter of the current fiscal year will be $.14 per
share, compared to $.08 per share for the third quarter of the prior fiscal
year.
The increases in net income and net income per share resulted from a
55% increase in contract revenues during the third quarter of the current
fiscal year (due primarily to the acquisition of Insituform Southeast, Inc.,
contracting operations in Latin America, improved market conditions in Canada
and normalized market conditions in tunneling operations), efficiencies in
equipment utilization and increased leveraging of operating expenses which
increased at a slower rate than contract revenues. In addition, the
registrant benefited from a lower effective tax rate of 35% compared to 38%
for the third quarter in the previous fiscal year due to a change in profit
mix contributions among non-U.S. operations.
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INSITUFORM MID-AMERICA, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized
Date: August 14, 1995 By /s/ Joseph F. Olson
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Joseph F. Olson, Vice President -
Finance and Administration
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