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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) December 7, 2000
US INDUSTRIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22388 99-0273889
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
40 Skokie Boulevard, Suite 110
Northbrook, Illinois 60062
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(Address of principal executive offices) (Zip Code)
(847) 509-8500
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 7, 2000, US Industrial Services, Inc. ("Registrant") entered
into a Stock Purchase and Note Assignment Agreement, dated as of September 29,
2000 (the "Purchase Agreement"), with Spruce MacIntyre Holding Corp. ("Buyer"),
and P.W. Stephens Environmental Corp., P.W. Stephens Contractors, Inc., P.W.
Stephens Services, Inc. and P.W. Stephens Northwest, Inc., each a wholly-owned
subsidiary of the Company (collectively, the "Subsidiaries"). Pursuant to the
Purchase Agreement, Registrant sold all of the outstanding capital stock of each
of the Subsidiaries for an aggregate purchase price of $1,650,000, $100,000 of
which was paid in cash and the balance of which was paid by Buyer's issuance to
Registrant of a promissory note in the principal amount of $1,550,000. The
promissory note bears interest at the rate of 9.5% per annum, is due and payable
in installments with the final payment due on June 15, 2001 and is secured by
the personal property assets, and all of the outstanding shares of capital
stock, of the Subsidiaries and guaranteed by an affiliate of Buyer, which
guarantee is secured by all of the assets of the guarantor, and American
Temporary Sanitation, Inc., a third party (the "Third Party Guarantor"). Buyer
also acquired the Company's interest in a promissory note issued by the Third
Party Guarantor to the Company in January 1999.
Buyer and Registrant entered into the Purchase Agreement following Buyer's
exercise of its option to purchase the Subsidiaries (the "Option"). Registrant
granted the Option to Buyer in a Management Agreement between such parties dated
June 23, 1999 (the "Management Agreement"). Pursuant to the Management
Agreement, Buyer managed, operated and controlled P.W. Stephens Contractors,
Inc. and P.W. Stephens Services, Inc. in consideration for a weekly fee.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
The following unaudited pro forma consolidated financial information of
Registrant gives effect to the disposition of all of the outstanding capital
stock of the Subsidiaries. The pro forma financial information does not reflect
any cost savings which may occur as a result of the disposition.
Registrant believes that the accompanying unaudited consolidated financial
information contains all adjustments necessary to fairly present its financial
position as of September 30, 2000, and the results of its operations for the
year ended September 30, 2000, as if the disposition had occurred on September
30, 2000.
The unaudited pro forma consolidated financial information has been
included as required by the rules of the Securities and Exchange Commission (the
"SEC") and is provided for comparative purposes only. The unaudited pro forma
consolidated financial information presented herein is based upon the historical
financial statements of Registrant and should be read in conjunction with such
financial statements and the related notes thereto, all of which are included in
Registrant's other filings with the SEC.
The unaudited pro forma consolidated financial information presented does
not purport to be indicative of the financial position or operating results
which would have been achieved had the transaction described in Item 2 above
taken place at the dates indicated and should not be construed as representative
of Registrant's financial position or results of operations for any future date
or period.
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US INDUSTRIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEET
(In Thousands)
(Unaudited)
September 30,
2000
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ASSETS
Current Assets:
Cash $ 12
Receivable on sale of assets 100
Notes receivable, current portion 2,550
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Total current assets 2,662
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Other assets:
Notes receivable, less current portion 3,417
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Total Assets $ 6,079
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 529
Other liabilities 1,370
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Total current liabilities 1,899
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COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 25,000 authorized, 8,764 outstanding 88
Additional paid-in capital 23,177
Accumulated deficit (19,085)
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Total stockholders' equity 4,487
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Total liabilities and stockholders' equity $ 6,079
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US INDUSTRIAL SERVICES, INC.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2000
(In Thousands, except for per share amounts)
(Unaudited)
ADJUST FOR
ACTUAL DISPOSITION PROFORMA
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Revenue $ 13,511 $(13,511) $ 0
Cost of revenue 10,805 (10,805) 0
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Gross profit 2,706 (2,706) 0
Selling, general and administrative expenses 5,796 (4,217) 1,579
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Operating loss (3,090) 1,511 (1,579)
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Other:
Gain on sale of subsidiary 379 - 379
Interest income (expense), net 23 190 213
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Total other income (expense) 402 190 592
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Loss from continuing operations before income taxes (2,688) (1,701) (987)
Income tax provision 3,537 - 3,537
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Net income (loss) $ (6,225) $ (1,701) $ (4,524)
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Net income per share $ (0.71) $ (0.19) $ (0.52)
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Weighted average number of common shares outstanding 8,764 8,764 8,764
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(c) Exhibits.
See Exhibit Index attached.
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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 hereunto duly authorized.
US INDUSTRIAL SERVICES, INC.
Date: February 15, 2001
By: /s/ Frank Fradella
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Frank Fradella
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Document
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2.1 Stock Purchase and Note Assignment Agreement, dated as of
September 29, 2000, between Spruce MacIntyre Holding Corp.,
P.W. Stephens Environmental, Inc., P.W. Stephens
Contractors, Inc., P.W. Stephens Services, Inc. and P.W.
Stephens Northwest, Inc. and US Industrial Services, Inc.
99.1 Press Release of US Industrial Services, Inc., dated
January 4, 2001.
99.2 Press Release of US Industrial Services, Inc., dated
January 26, 2001.
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