<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(mark one)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 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 no.
0-017888
SERV-TECH, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1398757
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 CEDAR CREST BOULEVARD
HOUSTON, TEXAS 77087
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 644-9974
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 outstanding, par value $0.50 per
share, as of November 7, 1995 was 6,548,798.
<PAGE> 2
SERV-TECH, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page(s)
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet
September 30, 1995 (Unaudited) and December 31, 1994........................ 3
Consolidated Statement of Operations (Unaudited)
For the Three Months and Nine Months Ended
September 30, 1995 and 1994................................................. 4
Consolidated Statement of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 1995 and 1994....................... 5
Notes to Consolidated Financial Statements (Unaudited)...................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................. 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................... 13
PART III. SIGNATURES..................................................... 14
</TABLE>
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<PAGE> 3
SERV-TECH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
--------------- ----------------
ASSETS (unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 4,324,660 $ 1,851,431
Accounts receivable, net ............................................... 48,042,250 37,887,180
Costs and estimated earnings in excess of billings on
uncompleted contracts................................................. 11,743,698 3,172,181
Prepaid expenses and other current assets............................... 1,373,509 1,636,979
Inventory............................................................... 2,340,745 1,324,568
Deferred income taxes .................................................. 4,592,543 3,580,581
------------- -------------
Total current assets.............................................. 72,417,405 49,452,920
PROPERTY, PLANT AND EQUIPMENT, NET......................................... 32,163,338 30,594,051
INVESTMENTS IN AND ADVANCES TO AFFILIATES.................................. - 966,277
INTANGIBLE ASSETS, NET..................................................... 17,982,058 15,943,203
OTHER ASSETS............................................................... 1,633,830 1,358,807
------------- -------------
Total assets...................................................... $ 124,196,631 $ 98,315,258
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable........................................................ $ 16,893,427 $ 11,578,853
Accrued liabilities..................................................... 24,862,654 13,500,090
Billings in excess of costs and estimated earnings on
uncompleted contracts................................................ 1,565,335 1,407,013
Revolving line of credit................................................ 4,500,000 -
Other................................................................... 840,827 728,865
------------- -------------
Total current liabilities......................................... 48,662,243 27,214,821
LONG-TERM DEBT, LESS CURRENT MATURITIES.................................... 16,794,913 15,025,140
DEFERRED INCOME TAXES...................................................... 4,892,479 4,649,227
MINORITY INTEREST AND OTHER ............................................... 456,898 862,429
CONTINGINCIES (NOTE 5)
STOCKHOLDERS' EQUITY:
Preferred stock, $1 par value; 2,000,000 shares
authorized; no shares issued and outstanding.......................... - -
Common stock, par value $.50, authorized 20,000,000
shares; issued and outstanding shares of 6,739,171
and 6,504,778, respectively........................................... 3,369,586 3,252,390
Additional paid-in capital.............................................. 43,496,512 41,828,709
Retained earnings....................................................... 6,484,000 5,614,467
Cumulative translation adjustments...................................... 40,000 (131,925)
------------- -------------
Total stockholders' equity........................................ 53,390,098 50,563,641
------------- -------------
Total liabilities and stockholders' equity........................ $ 124,196,631 $ 98,315,258
============= =============
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
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<PAGE> 4
SERV-TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
---------------------------- -----------------------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES..................................................... $ 52,080,040 $ 41,431,928 $189,378,211 $130,694,855
COST OF SERVICES............................................. 43,120,223 34,512,158 156,553,862 107,636,655
------------ ------------ ------------ ------------
Gross profit............................................ 8,959,817 6,919,770 32,824,349 23,058,200
SELLING, GENERAL & ADMINISTRATIVE
EXPENSES.................................................. 10,612,475 8,233,627 29,357,189 20,172,563
SPECIAL CHARGE............................................... - 12,225,182 - 12,225,182
------------ ------------ ------------ ------------
Operating income(loss).................................. (1,652,658) (13,539,039) 3,467,160 (9,339,545)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense........................................ (460,159) (283,302) (1,376,794) (969,846)
Interest income......................................... 8,671 52,507 52,202 412,351
Other, net.............................................. 36,965 (18,053) 140,068 (44,363)
------------ ------------ ------------ ------------
(414,523) (248,848) (1,184,524) (601,858)
------------ ------------ ------------ ------------
MINORITY INTEREST AND OTHER.................................. (197,897) 19,744 (758,772) (222,799)
EQUITY IN LOSSES OF AFFILIATES............................... - (107,028) (24,331) (185,024)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES............................ (2,265,078) (13,875,171) 1,499,533 (10,349,226)
PROVISION (BENEFIT) FOR
INCOME TAXES............................................ (951,000) (2,914,180) 630,000 (1,398,180)
------------ ------------ ------------ ------------
NET INCOME (LOSS)........................................... $ (1,314,078) $(10,960,991) $ 869,533 $ (8,951,046)
============ ============ ============ ============
Earnings (loss) per share............................... $ (0.19) $ (1.72) $ .13 $ (1.45)
============ ============ ============ ============
Weighted average common shares
outstanding............................................. 6,849,065 6,385,104 6,772,660 6,153,324
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
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<PAGE> 5
SERV-TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
for the nine months ended September 30, 1995 and 1994
(unaudited)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................................ $ 869,533 $ (8,951,046)
Adjustments:
Depreciation and amortization.................................. 5,163,603 4,336,355
Provision for losses on accounts and notes receivable.......... 894,204 340,494
Deferred income taxes.......................................... (667,960) (533,000)
Equity in losses of affiliates................................. 24,331 185,024
Minority interest.............................................. 758,772 222,799
Special charge................................................. - 12,225,182
Other.......................................................... - 143,116
Change in assets and liabilities, net of effect from acquisi-
tions of businesses:
Accounts receivable.......................................... (9,621,769) (5,322,008)
Net change in costs, estimated earnings and billings on
uncompleted contracts...................................... (8,523,478) (358,004)
Prepaid Expenses and other current assets.................... 340,989 (214,667)
Inventory.................................................... (597,173) (174,478)
Other assets................................................. (22,666) 68,914
Accounts payable............................................. 4,767,797 (2,034,028)
Accrued liabilities.......................................... 10,379,457 176,824
------------ ------------
Net cash provided by operating activities.................. 3,765,640 111,477
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................. (4,209,353) (4,538,503)
Investments in and advances to affiliates........................ (58,629) (2,284,123)
Acquisition of businesses, net of cash acquired.................. (866,057) (1,227,050)
Intangible assets................................................ (104,299) (168,588)
------------ ------------
Net cash used in investing activities...................... (5,238,338) (8,218,264)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock........................... 141,250 11,925
Proceeds from issuance of debt................................... 16,500,000 -
Principal payments of debt....................................... (12,696,912) (3,936,156)
Payments of dividends on preferred stock of a subsidiary......... - (42,411)
Payment of preferred stock of a subsidiary....................... - (800,000)
------------ ------------
Net cash provided by (used in) financing activities........ 3,944,338 (4,766,642)
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS................................................. 1,589 369,614
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................ 2,473,229 (12,503,815)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.................... 1,851,431 15,948,011
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........................ $ 4,324,660 $ 3,444,196
============ ============
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
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<PAGE> 6
SERV-TECH, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of
Serv-Tech, Inc., and its majority-owned subsidiaries ("Company"). The unaudited
consolidated financial statements have been prepared consistent with the
accounting policies reflected in the consolidated financial statements included
in the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1994, and should be read in
conjunction therewith.
In management's opinion, the unaudited consolidated financial
statements include all adjustments, consisting of normal recurring
adjustments, considered necessary for a fair presentation of the Company's
consolidated financial position at September 30, 1995, and the consolidated
results of its operations and cash flows for the three and nine months ended
September 30, 1995 and 1994. Interim results are not necessarily indicative of
results for a full year.
2. FINCHAA SUGAR MILL PROJECT
During the first quarter of 1995, F. C. Schaffer & Associates
("Schaffer"), a subsidiary of the Company, secured an $83 million contract to
engineer, design, procure and construct a 4,000 metric ton cane-per-day sugar
factory and 45,000 liter-per-day ethanol plant in Finchaa, Ethiopia. The
project, which is financed by the African Development Bank, is expected to be
completed in the latter part of 1997 followed by a twelve month training and
warranty period. In conjunction with the effectiveness of the contract, the
Company received an advance payment equal to 20% of the contract value. Cash
and cash equivalents at September 30, 1995, consisted primarily of unused
proceeds from the advanced payment. Such cash balances are available to fund
the Finchaa project only and cannot be used for working capital requirements
outside of the project. The Company has issued letters of credit to support
performance and the 20% advance payment. Such letters of credit total
approximately $24.7 million. In addition, the Company has issued $5.7 million
in commercial letters of credit to support vendor purchases. Contractual
payment amounts to Schaffer are supported by a revolving letter of credit,
issued by the Ethiopian government via the African Development Bank.
In accordance with the terms of the Schaffer acquisition agreement,
former shareholders of that company participate in the earnings of the Finchaa
project. This deferred purchase price is estimated to be in the range of 30-
35% of the project profits and is recorded, as earned, over the life of the
project. The amounts accrued under the arrangement totaled approximately $0.4
million for the nine months ended September 30, 1995, and are reflected in the
income statement as minority interest and other.
As of September 30, 1995, the Finchaa project was approximately 25%
complete. Revenues from the Finchaa project for the three and nine months
ended September 30, 1995, were $10.1 million and $20.8 million, respectively.
Gross profit recognized from the project for the three and nine months ended
September 30, 1995 was $0.6 million and $1.1 million, respectively.
3. ACQUISITIONS
Effective July 31, 1995, the Company acquired substantially all the
assets and assumed certain liabilities of Constructors and Fabricators, Inc.
("C&F"), a construction service company located in Orange, Texas. The purchase
price of $2.5 million consisted of $0.6 million in cash and a $1.9 million
note payable (Note 4). The acquisition has been accounted for using the
purchase method; accordingly, the assets and liabilities have been recorded at
their estimated fair market value at the date of acquisition. The purchase
price and expenses associated with the acquisition exceeded the fair market
value of net assets by approximately $0.4 million and has been included in
intangible assets. Under the purchase method of accounting, the results
of
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<PAGE> 7
operations are included in the consolidated financial statements from the
date of acquisition. Pro forma results were not material to the Company's
financial position or results of operations.
4. DEBT
The Company maintains a Revolving Credit Agreement with two banks
("Revolving Note"). The Revolving Note is not collateralized and expires May
1997. Interest is payable monthly, at rates not exceeding the bank's prime
rate. The Company pays a commitment fee of .25% on the unused portion. The
Revolving Note contains certain covenants which require, among other things,
that the Company maintain (1) minimum consolidated tangible net worth, (2)
minimum consolidated net worth, (3) funded debt coverage ratio, and (4) fixed
charge coverage ratio. In addition, the Revolving Note provides certain
restrictions on the payment of dividends. As of September 30, 1995, working
capital borrowings of $4.5 million were outstanding under the Revolving Note.
At September 30, 1995, debt included a $1.9 million promissory note
issued in connection with the acquisition of C&F (Note 3). The note bears
interest at 7.5% and is collateralized by all of the assets of that entity.
Principal is payable in eight equal semi-annual installments, plus accrued
interest, beginning January 1, 1996.
5. CONTINGENCIES
The Company is involved in various claims and disputes incidental to
its business. The Company believes that the disposition of all such claims and
disputes, individually or in the aggregate, should not have a material adverse
effect upon the Company's financial position, results of operations or cash
flows.
At September 30, 1995, the Company had approximately $5.5 million in
irrevocable letters of credit outstanding that were issued primarily to
guarantee certain of the Company's insurance programs. In addition, the
Company had letters of credit outstanding of approximately $30.4 million issued
in connection with the Finchaa project (Note 2).
6. BUSINESS SEGMENTS
Summarized financial information by business segment is set forth
below (dollars in thousands):
<TABLE>
<CAPTION>
Corporate
Services EPC SECO & Other Consolidated
-------- --- ---- -------- ------------
<S> <C> <C> <C> <C> <C>
Three months ended September 30,
1995
- ----
Revenues $ 15,276 $ 18,701 $ 14,366 $ 3,737 $ 52,080
Operating income (loss) (2,699) 889 1,398 (1,241) (1,653)
1994
- ----
Revenues $ 24,923 $ 3,400 $ 12,053 $ 1,056 $ 41,432
Operating income (loss)* (11,684) (22) 1,176 (3,009) (13,539)
Nine months ended September 30,
1995
- ----
Revenues $ 92,903 $ 49,996 $ 37,303 $ 9,176 $ 189,378
Operating income (loss) 1,679 3,330 2,557 (4,099) 3,467
1994
- ----
Revenues $ 85,786 $ 7,127 $ 34,986 $ 2,796 $ 130,695
Operating income (loss)* (6,542) 242 2,408 (5,448) (9,340)
</TABLE>
*Includes a $10.6 million and $1.7 million pre-tax special charge for Services
and Corporate and Other, respectively, recorded in the third quarter of 1994.
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<PAGE> 8
7. SUPPLEMENTAL CASH FLOW INFORMATION
Components of cash used for acquisitions as reflected in the
consolidated statements of the cash flows for the nine months ended September
30, 1995 and 1994, are summarized as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Fair value of current assets, net of
cash acquired.............................................. $ 1,851,859 $ 9,099,592
Fair value of noncurrent assets,
excluding intangibles...................................... 1,376,895 4,954,311
Intangibles*................................................. 952,937 525,693
Minority interest*........................................... 600,000 -
Liabilities assumed.......................................... (3,915,634) (13,352,546)
------------ ------------
$ 866,057 $ 1,227,050
============= ============
</TABLE>
* Net of $1.5 million in 1995 and $2.6 million in 1994 non-cash
consideration.
The issuance of 450,000 shares of Company common stock, with a fair
market value of $3.7 million, in connection with the June 1994 acquisition of
Hartney Industrial Services, and the acquisition of approximately $536,000 of
equipment in settlement of certain receivables have been excluded from the
consolidated statement of cash flows for the nine months ended September 30,
1994.
8. RELATED PARTY TRANSACTION
In August 1995, Richard W. Krajicek retired as chairman of the
Company. Mr. Krajicek has been subsequently retained by the Company under a
five year consulting arrangement. Mr. Krajicek, along with certain family
members, owns 815,491 common shares of Company stock. The Company has agreed
to pay Mr. Krajicek an amount equal to the shortfall, if any, between the
average sales price and $8.00 per share for up to 203,873 shares sold per year
commencing on November 9, 1995, and ending on November 9, 1999. The average
sales price, related to stock sold, shall be computed in arrears at the end of
each twelve month period and shall be based on the highest priced 203,873
shares (or portion thereof) sold during such period.
On October 1, 1995, the Company purchased 203,873 shares of Serv-Tech
stock from Mr. Krajicek at the then fair market price of $8.00 per share or a
total of $1,630,984, leaving 611,618 shares subject to the agreement noted
above.
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<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company recorded a net loss of $1.3 million, or $0.19 per share,
for the three months ended September 30, 1995, versus a net loss of $0.9
million, or $0.15 per share, (exclusive of a $10.0 million, or $1.57 per share,
after- tax special charge recorded in the third quarter of 1994), for the
corresponding quarter of 1994. For the nine months ended September 30, 1995,
the Company recorded net earnings of $0.9 million, or $0.13 per share, versus
net earnings of $1.0 million, or $0.17 per share, excluding the third quarter
1994 special charge noted above, for the corresponding period of the prior
year. The third quarter loss is attributable primarily to a decrease in
business activity in the Company's turnaround maintenance business, Serv-Tech
Services ("Services"). The third quarter historically is a slower and
unpredictable period for Services as refineries do not schedule turnaround
projects and maintenance during the summer months when demand for gasoline is
high.
Consolidated revenues for the third quarter of 1995 were $52.1
million, an increase of $10.6 million, or 25.7%, over the corresponding quarter
of 1994. The increase was generated primarily by the Company's engineering,
procurement and construction subsidiary, Serv-Tech EPC ("EPC"), which was
offset partially by a decline in business activity in Services. Consolidated
revenues for the nine months ended September 30, 1995, amounted to $189.4
million, an increase of $58.7 million, or 44.9%, over the comparable 1994
period. All operating groups within the Company contributed to the increased
level of revenues; however, EPC experienced the most significant growth.
EPC revenues for the three and nine month periods ended September 30,
1995, include $10.1 million and $20.8 million, respectively, attributable to
the Finchaa Sugar Factory and Ethanol Plant Project, which was approximately
25.0% complete at September 30, 1995.
Consolidated gross profit margins as a percentage of revenues
increased slightly from 16.7% in the third quarter of 1994 to 17.2% for the
third quarter of 1995. For the nine months ended September 30, 1995,
consolidated gross profit margins as a percentage of revenues were 17.3%,
relatively unchanged from the 1994 level of 17.6%. Excluding the Finchaa
project, consolidated gross profit percentages for the three and nine months
ended September 30, 1995, were 20.0% and 18.8%, respectively.
Consolidated selling, general and administrative expenses were $10.6
million in the third quarter of 1995, an increase of $2.4 million, or 28.9%,
over the third quarter of 1994. For the nine months ended September 30, 1995,
consolidated selling, general and administrative expenses were $29.4 million,
an increase of $9.2 million, or 45.5%, over the same period of 1994. The
increase is attributable primarily to acquisitions in the latter half of 1994
and in 1995 including Hartney in June 1994, increase in goodwill amortization,
and expansion of the Company's EPC business. The increase in consolidated
selling, general and administrative expenses is also consistent with the higher
level of activity and growth of the Company. Additionally, as a percentage of
revenues consolidated overhead declined from 19.0% in the second half of 1994
to 15.5% for the nine months ended September 30, 1995. Management believes
overhead expenses have been positively impacted by the Company's cost reduction
program initiated in the fourth quarter of 1994.
Interest expense increased $0.2 million and $0.4 million for the three
and nine month periods, ended September 30, 1995, respectively. The increase
is due to borrowings during 1995 under the Company's line of credit necessary
to support the higher level of business activity.
Interest income decreased $0.4 million during the nine months ended
September 30, 1995, resulting from lower available cash balances during the
periods.
Minority interest and other for the three and nine month periods of
1995 include approximately $0.2 million and $0.4 million, respectively, of the
earnings participation in the estimated profits of the Finchaa project (see
Note 2 of Notes to Consolidated financial Statements).
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<PAGE> 10
SERVICES
Services revenues were $15.3 million for the third quarter of 1995, a
decrease of $9.6 million, or 38.7%, over third quarter 1994 revenues of $24.9
million. During 1994 Services performed a major project for a West Coast
refinery which contributed approximately $5.8 million in revenues for the third
quarter of 1994. There were no comparable sized projects performed during the
third quarter of 1995. Additionally, as discussed above, the third quarter is
the slowest and most unpredictable period as refineries do not schedule
turnaround projects and maintenance during this period when demand for gasoline
is high. Services generated revenues of $92.9 million during the nine months
ended September 30, 1995, an increase of $7.1 million, or 8.3%, over revenues
of $85.8 million for the same period of 1994. The increase is attributable
primarily to the acquisition of Hartney Industrial Services in June 1994, which
contributed revenues of $13.3 million during the first five months of 1995.
For the third quarter of 1995 Services incurred an operating loss of
$2.7 million compared to an operating loss of $1.1 million (excluding a $10.6
million pre-tax special charge in the third quarter of 1994) for the third
quarter of 1994. The increased operating loss resulted primarily from the
decrease in turnaround maintenance business activity during the third quarter
of 1995, as discussed above. For the nine months ended September 30, 1995,
operating income was $1.7 million compared to $4.1 million for the nine month
period of 1994 (excluding a $10.6 million pre-tax special charge in the third
quarter of 1994), representing a decrease of $2.4 million. As a percentage of
revenues, gross profit margins were relatively unchanged for the nine month
periods ended September 30, 1995 and 1994. The decrease in operating income is
primarily attributable to increased selling, general and administrative
expenses resulting from the acquisition of Hartney Industrial Services in June
1994 and increased international activity.
EPC
EPC revenues increased from $3.4 million for the third quarter of 1994
to $18.7 million for the third quarter of 1995 representing an increase of
$15.3 million. Revenues increased $42.9 million for the nine months ended
September 30, 1995, over the same period of 1994, to $50.0 million. The
increase resulted primarily from the introduction of procurement and
construction services in the latter half of 1994. Also, as previously
discussed, EPC revenues included approximately $10.1 million and $20.8 million
for the three and nine month periods ended September 30, 1995, respectively,
attributable to the Sugar Factory and Ethanol Plant Project in Finchaa,
Ethiopia.
Operating income was $0.9 million for the third quarter of 1995,
compared to an operating loss of $22,000 for third quarter of 1994. Operating
income was $3.3 million for the nine months ended September 30, 1995, an
increase of $3.1 million over the corresponding period of 1994. Excluding the
Finchaa project discussed above, operating income as a percentage of revenue
was 7.5% for the nine months ended September 30, 1995, compared to 3.4% for the
same period of 1994. The increase is due to the higher level of activity which
was partially offset by an increase in overhead expenses. The increase in
selling, general and administrative expenses resulted primarily from the
expansion of these services in the latter half of 1994 and are consistent with
the increased level of activity during 1995.
SECO
Seco Industries, Inc. ("SECO"), the electrical and instrumentation
subsidiary, contributed revenues of $14.4 million to the third quarter of 1995
compared to $12.1 million for the same quarter of 1994, an increase of $2.3
million, or 19.2%. SECO generated revenues of $37.3 million for the nine
months ended September 30, 1995, an increase of $2.3 million, or 6.6%, over
revenues of $35.0 million for the same period of 1994. During 1995 SECO
performed the electrical and instrumentation installation on Shell's Mars
deepwater production platform. The installation, which was completed in the
third quarter of 1995, accounted for the majority of the increase in revenues.
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<PAGE> 11
Operating income was $1.4 million for the third quarter of 1995
compared to $1.2 million for the third quarter of 1994 and $2.6 million for the
nine months ended September 30, 1995, versus $2.4 million for the same period
of 1994. The increase is primarily due to the higher level of revenues and
related gross profit, which for the nine month period was offset by a slight
increase in selling, general and administrative expenses. However, overhead
expenses as a percentage of revenues were 13.8% for the nine months ended
September 30, 1995, as compared to 13.7% for the same nine month period of
1994.
OTHER
Serv-Tech Environmental revenues amounted to $3.8 million for the
third quarter of 1995 and $9.3 million for the nine months ended September 30,
1995. In November 1994, the Company acquired the remaining 50.0% interest in
Chemisolv Holdings, Inc. ("Chemisolv"), a performance chemical company.
Chemisolv contributed approximately $1.6 million and $4.4 million to the three
and nine month period ended September 30, 1995, respectively. Terminal
Technologies, Inc., the tank cleaning business, generated revenues of $2.2
million and $4.6 million for the three and nine month periods ended September
30, 1995, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures for the nine months ended September 30, 1995,
excluding acquisitions, were approximately $4.2 million. These expenditures
were primarily for the purchase and manufacture of equipment necessary to
support the Company's business activities. Capital expenditures for the
remainder of 1995, excluding acquisitions, are expected to be approximately
$0.6 million.
At September 30, 1995, the Company's working capital totaled
approximately $23.8 million. The Company has been able to finance its working
capital requirements primarily through its cash flows from operations and bank
borrowings. The Company maintains a Revolving Credit Agreement with two banks
that provides for borrowing of up to $35.0 million and expires in May 1997 (see
Note 4 of Notes to consolidated financial statements). At September 30, 1995,
$4.5 million was outstanding under the Revolving Credit Agreement. Available
borrowings under the Revolving Credit Agreement amounted to $25.0 million at
September 30, 1995. In addition, the Company has $15 million in 8.41% Senior
Notes Payable due June 2003. The continued expected growth of the Company will
require additional working capital needs, which is expected to be financed
primarily through an increase in the Revolving Credit facility.
As further discussed in Note 2 of Notes to Consolidated Financial
Statements, the Company secured an $83.0 million contract to engineer, design,
procure and construct a 4,000 metric ton cane per day sugar factory and 45,000
liter per day ethanol facility in Finchaa, Ethiopia. The project, which is
financed by the African Development Bank, is expected to be completed in the
latter part of 1997. In the first quarter of 1995, the Company received an
advanced payment equal to 20% of the contract value. Cash and cash equivalents
at June 30, 1995, consisted primarily of unused proceeds from the advanced
payment. Such cash balances are available to fund the Finchaa project only and
cannot be used for other working capital requirements. the Company has issued
letters of credit to support performance and the 20% advance payment. Such
letters of credit total approximately $24.7 million. In addition, the Company
has issued approximately $5.7 million in commercial letters of credit to
support vendor purchases. Contractual payments to the Company are supported by
a revolving letter of credit issued by the Ethiopian government via the African
Development bank. The project is expected to be self funding and therefore
should not require working capital support other than that received from the
project owner.
-11-
<PAGE> 12
For the nine months ended September 30, 1995, net cash flows from
operations were $3.8 million resulting primarily from net income of $0.9
million, depreciation and amortization of $5.2 million and an increase in
accounts payable and accrued liabilities of $15.1 million which was offset
partially by an increase in accounts receivable of $9.6 million, and a net
increase on uncompleted contracts of $8.5 million. The increases were due
primarily to the higher level of business activity during the nine month period
ended September 30, 1995. In addition, the net increase on uncompleted
contracts resulted primarily from the Finchaa, Ethiopia project (see Note 2 of
Notes to Consolidated Financial Statements). Net cash used in investing
activities were $5.2 million consisting primarily of $4.2 million in capital
expenditures and $0.9 million in acquisitions of businesses. Cash flows from
financing activities amounted to $3.9 million resulting primarily from net
borrowings under the Revolving Credit Agreement.
Backlog totaled $137.6 million at September 30, 1995, versus $160.1
million at June 30, 1995. The September 30, 1995 backlog includes $80.7
million, $33.2 million and $23.2 million attributable to Serv-Tech EPC,
Serv-Tech Services, and SECO Industries, respectively. Included in the
Serv-Tech EPC backlog amount at September 30, 1995, is $61.7 million
attributable to the Finchaa project.
-12-
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
-13-
<PAGE> 14
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.
SERV-TECH, INC.
By David P. Tusa
- --------------------------------------------------------
David P. Tusa
Senior Vice-President - Finance & Administration
Date November 14, 1995
- --------------------------------------------------------
By Dale W. Wilhelm
- --------------------------------------------------------
Dale W. Wilhelm
Corporate Controller
Date November 14, 1995
- --------------------------------------------------------
-14-
<PAGE> 15
Index to Exhibits
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SERV-TECH, INC. AND SUBSIDIARIES
AS OF SEPTEMBER 30, 1995 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) CONSOLIDATED FINANCIAL
STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 4,324,660
<SECURITIES> 0
<RECEIVABLES> 49,490,091
<ALLOWANCES> 1,447,841
<INVENTORY> 2,340,745
<CURRENT-ASSETS> 72,417,405
<PP&E> 49,143,050
<DEPRECIATION> 16,979,712
<TOTAL-ASSETS> 124,196,631
<CURRENT-LIABILITIES> 48,662,243
<BONDS> 22,039,870
<COMMON> 3,369,586
0
0
<OTHER-SE> 50,020,512
<TOTAL-LIABILITY-AND-EQUITY> 124,196,631
<SALES> 189,378,211
<TOTAL-REVENUES> 189,378,211
<CGS> 0
<TOTAL-COSTS> 156,553,862
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 894,204
<INTEREST-EXPENSE> 1,376,794
<INCOME-PRETAX> 1,499,533
<INCOME-TAX> 630,000
<INCOME-CONTINUING> 869,533
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 869,533
<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0.13
</TABLE>
