-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P198XUFoH+59huXVdX+JMgj4ZwV2slCVQYKeTdObYhLD/1/JRpaiKppUT1PJ1NhM 5lFaLVfpnfUEuY4Eq0iFKg== 0000950152-02-001023.txt : 20020414 0000950152-02-001023.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950152-02-001023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATERLINK INC CENTRAL INDEX KEY: 0001037682 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 341788678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13041 FILM NUMBER: 02540339 BUSINESS ADDRESS: STREET 1: 1350 EUCLID AVENUE STREET 2: SUITE 1010 CITY: CLEVELAND STATE: OH ZIP: 44115 BUSINESS PHONE: 2168619195 MAIL ADDRESS: STREET 1: 4100 HOLIDAY ST NW STREET 2: SUITE 201 CITY: CANTON STATE: OH ZIP: 44718-2532 8-K 1 l92756ae8-k.txt WATERLINK, INC. CURRENT REPORT ON FORM 8-K 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): February 12, 2002 WATERLINK, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-13041 34-1788678 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) --------------------------------- 832 North Cassady Avenue Columbus, Ohio 43219 (Address of Principal Executive Offices) (Zip Code) --------------------------------- 614-258-9501 (Registrant's Telephone Number, Including Area Code) Item 5. Other Events On February 12, 2002, Waterlink, Inc. issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Item 7(c). Exhibits. 99.1 Press release issued by Waterlink, Inc. on February 12, 2002. 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. WATERLINK, INC. Dated: February 13, 2002 By: /s/ Donald A. Weidig -------------------- Donald A. Weidig Chief Financial Officer 2 EX-99.1 3 l92756aex99-1.txt EX-99.1 PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: FEBRUARY 12, 2002 Donald A. Weidig Chief Financial Officer (614) 258-9501 WATERLINK ANNOUNCES FIRST QUARTER RESULTS Columbus, Ohio--February 12, 2002--Waterlink, Inc. (OTCBB: WLKN) today announced results for the first quarter of its 2002 fiscal year. Net sales from continuing operations were $18.4 million for the current quarter as compared to $16.8 million in the prior year quarter, an increase of 9.4%. The sales increase is attributed to the Specialty Products Division. Bookings from continuing operations for the quarter ended December 31, 2001 totaled $16.6 million, resulting in backlog from continuing operations at December 31, 2001 of $21.0 million, as compared to $22.8 million of backlog at September 30, 2001. Bookings and the resulting quarter end backlog amounts were negatively impacted by general economic conditions and recent world events resulting from the events of September 11. This impact was felt the most in the capital equipment side of the business at both the Specialty Products and Pure Water Divisions. For the quarter ended December 31, 2001 the Company realized operating income of $735,000 as compared to $205,000 in the previous year. This increase in operating income is attributable to higher sales in the current quarter, as well as an increase in gross margins of 1.0% as compared to the prior year. Waterlink realized increases in operating income at both operating divisions, with Specialty Products increasing by $204,000 and Pure Water increasing by $64,000 as compared to the same period last year. In addition, corporate office expense decreased by $262,000 as compared to the same period last year resulting from the previously announced reduction and relocation of the corporate office. Earnings before interest, taxes, depreciation and amortization for the current year quarter was $1,211,000 as compared to $698,000 in the prior year, an increase of $513,000. After interest expense, amortization of loan fees, and other items, Waterlink reported a loss from continuing operations of $738,000 for the quarter ended December 31, 2001. The net loss for this period was also $738,000, or $(0.04) per share, as no amounts relating to discontinued operations are reflected in operating results in the current year. The loss from continuing operations for the first quarter last year was $1,245,000, or $(0.06) per share, and the net loss was $5,438,000, or $(0.28) per share. The net loss for the first quarter of fiscal 2001 included $4,193,000 of losses associated with discontinued operations that have since been sold. Bill Vogelhuber, Waterlink's President and Chief Executive Officer, commenting on the Company's results, "We are pleased that despite the effects of September 11, our first quarter showed significant growth in sales and earnings as compared with the same period last year. Recent economic and world events have, however, caused delays in capital equipment orders and completion of some orders currently in our backlog. We project that our performance during the 3 second quarter will improve over the first quarter and perhaps provide positive earnings, a long sought after objective. Continued delays in the receipt of capital orders in the January to March time frame could manifest themselves in the third and fourth quarters of our year." This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including order and backlog levels, operating results, cost reductions, growth opportunities, and the availability of and ability to consummate alternative strategies. These forward-looking statements are subject to certain risks, uncertainties and other factors that could cause actual results to differ materially. Such factors include, but are not limited to, economic and competitive pressures in certain market segments, improvement and timing of order intake and revenue growth, changes in operating costs, access to and cost of capital, negotiations with financial sources, unanticipated liabilities, changes in governmental regulation, overall world events and circumstances, and the success of the Company's exploration of strategic alternatives. Additional information on factors that could potentially affect the Company or its financial results may be found in the Company's filings with the Securities and Exchange Commission, including the sections entitled "Forward-Looking Statements" and "Risk Factors", beginning on page 16, of the Company's annual report on Form 10-K for its fiscal year ended September 30, 2001. Waterlink is an international provider of integrated water and air purification solutions for both industrial and municipal customers. Waterlink's executive offices are located in Columbus, Ohio, USA. More information about Waterlink can be obtained on the internet at www.waterlink.com, by e-mail inquiry to waterlink@waterlink.com, or by contacting Don Weidig, Waterlink, Inc., 835 North Cassady, Columbus, Ohio 43219 USA at 614-258-9501. 4 WATERLINK, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED
Three Months Ended December 31, 2000 2001 ------------ ------------ (In thousands, except per share data) Net sales $ 16,835 $ 18,409 Cost of sales 12,746 13,746 -------- -------- Gross profit 4,089 4,663 Selling, general and administrative expenses 3,665 3,712 Amortization 219 216 -------- -------- Operating income 205 735 Other expense: Interest expense (1,287) (1,187) Amortization of loan fees (115) (259) Other items-net (48) (24) -------- -------- Loss before income taxes (1,245) (735) Income taxes -- 3 -------- -------- Loss from continuing operations (1,245) (738) Discontinued operations: Loss from operations (302) -- Loss on disposal (3,891) -- -------- -------- Net loss $ (5,438) $ (738) ======== ======== Per share data: Basic and assuming dilution: Continuing operations $ (0.06) $ (0.04) Discontinued operations (0.22) -- -------- -------- $ (0.28) $ (0.04) ======== ======== Weighted average common shares outstanding- Basic and assuming dilution 19,660 19,660
5 WATERLINK, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS-UNAUDITED
September 30, December 31, 2001 2001 ------------- ------------ ASSETS (In thousands) Current assets: Cash and cash equivalents $ 1,327 $ 693 Trade accounts receivable, net 14,663 12,831 Inventories 12,308 13,038 Costs in excess of billings 5,363 5,045 Other current assets 1,015 1,340 Net assets of discontinued operations 1,500 1,500 ---------- ---------- Total current assets 36,176 34,447 Property, plant and equipment, at cost: Land, buildings and improvements 1,583 1,580 Machinery and equipment 6,235 6,312 Office equipment 1,225 1,243 ---------- ---------- 9,043 9,135 Less accumulated depreciation 3,187 3,425 ---------- ---------- 5,856 5,710 Other assets: Goodwill, net 32,561 32,225 Other assets 715 576 ---------- ---------- 33,276 32,801 ---------- ---------- Total assets $ 75,308 $ 72,958 ========== ==========
6 WATERLINK, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS-UNAUDITED (CONTINUED)
September 30, December 31, 2001 2001 ------------- ------------ (In thousands, LIABILITIES AND SHAREHOLDERS' EQUITY except share data) Current liabilities: Trade accounts payable $ 7,599 $ 7,075 Accrued expenses 9,389 8,591 Billings in excess of cost 549 273 Accrued income taxes 217 175 Current portion of long-term debt 51,936 52,191 ---------- ---------- Total current liabilities 69,690 68,305 Accrued pension costs 1,418 1,418 Shareholders' equity: Preferred Stock, $.001 par value, 10,000,000 shares authorized, none issued and outstanding -- -- Common Stock, voting, $.001 par value, authorized - 40,000,000 shares, issued and outstanding - 19,659,694 shares at September 30, 2001 and December 31, 2001 20 20 Additional paid-in capital 92,174 92,174 Accumulated other comprehensive loss (5,141) (5,368) Accumulated deficit (82,853) (83,591) ---------- ---------- Total shareholders' equity 4,200 3,235 ---------- ---------- Total liabilities and shareholders' equity $ 75,308 $ 72,958 ========== ==========
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