Edgar Filing: U S INDUSTRIAL SERVICES INC

1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

[ ] Transition report under Section 13 or 15(d) of the
Exchange Act

For the transition period from to
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Commission file number 0-22388

U S INDUSTRIAL SERVICES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)

DELAWARE 99-0273889
------------------------------ -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

11850 JONES ROAD
HOUSTON, TEXAS 77070
(Address of Principal Executive Offices)

(281) 970-9859
(Issuer's Telephone Number, Including Area Code)

40 SKOKIE BOULEVARD, SUITE 110
NORTHBROOK, ILLINOIS 60062
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: as of May 15, 2001, the issuer has
8,763,978 shares of common stock, $.01 par value, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

U S INDUSTRIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

March 31, December 31,
2001 2000
-------- --------------

ASSETS

CURRENT ASSETS:
Cash $ 7 $ 33
Notes receivable, current portion 2,296 2,550
-------- --------------
Total current assets 2,303 2,583
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OTHER ASSETS:
Notes receivable, less current portion 3,631 3,501
-------- --------------

TOTAL ASSETS $ 5,934 $ 6,084
======== ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 675 $ 607
Other liabilities 1,370 1,370
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Total current liabilities 2,045 1,977
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COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY

Common stock, $.01 par value, 25,000 authorized, 8,764 outstanding 88 88
Additional paid-in capital 23,177 23,177
Accumulated deficit (19,376) (19,158)
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Total stockholders' equity 3,889 4,107
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,934 $ 6,084
======== ==============

The accompanying notes are an integral part of these financial statements.

U S INDUSTRIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

Three Months ended
March 31,
--------------------------
2001 2000
----------- -----------

Revenue $ 30 $ 3,120
Cost of revenue -- 2,691
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Gross profit 30 429
Selling, general and administrative expenses 301 1,761
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(271) (1,332)

Interest income (expense) 53 (103)
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Loss before income taxes (218) (1,435)

Income taxes -- --
----------- -----------

Net loss $ (218) $ (1,435)
=========== ===========

Net loss per share $ (0.02) $ (0.16)
=========== ===========

Weighted average number of common shares outstanding 8,763,978 8,763,978
=========== ===========

The accompanying notes are an integral part of these financial statements.

2
4

U S INDUSTRIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(In thousands)
(Unaudited)

2001 2000
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Net cash used in operating activities, net of effects of
business acquired $ (150) $ (824)

Cash flow from investing activities:
Purchase of machinery and equipment -- (2,093)
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Net cash used in investing activities -- (2,093)

Cash flow from financing activities:
Net payments on notes receivable 124 976
Net advances on capital leases and long-term debt -- 1,661
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Net cash provided by financing activities 124 2,637
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Net decrease in cash (26) (280)
Cash, beginning of period 33 280
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Cash, end of period $ 7 $ --
======= =======

The accompanying notes are an integral part of these financial statements.

U S INDUSTRIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
(Unaudited)

NOTE 1. BASIS OF PRESENTATION

Company Description and Nature of Operations

The accompanying unaudited interim consolidated financial statements have been
prepared by U S Industrial Services, Inc. (together with its wholly-owned
subsidiaries, the "Company" or "USIS"), in accordance with generally accepted
accounting principles pursuant to Regulation S-B of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
audited financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these interim
consolidated financial statements should be read in conjunction with the
Company's consolidated financial statements and related notes as contained in
Form 10-KSB for the year ended September 30, 2000. Effective January 1, 2001,
the Company changed its year end from September 30 to December 31. In the
opinion of management, the interim consolidated financial statements reflect all
adjustments, including normal recurring adjustments, necessary for fair
presentation of the interim periods presented. The results of operations for the
three months ended March 31, 2001 are not necessarily indicative of results of
operations to be expected for the full year.

Prior to September 29, 2000, the Company operated as a multi-state service
company, specializing in industrial cleaning services, including soil and
groundwater remediation, hazardous material management and clean-up, asbestos
abatement and lead hazard removal services. On September 29, 2000, the Company
sold its holdings in P.W. Stephens Environmental, Inc. ("PWSE"), P. W. Stephens
Contracts, Inc. ("PWSC"), P. W. Stephens Services, Inc. ("PWSS"), and P.W.
Stephens Northwest, Inc. ("PWSN") to Spruce MacIntyre Holding Corp. ("Spruce").
The Company also assigned to Spruce its interest in a note receivable from
American Temporary Sanitation Inc., with a face value of $1,220. Total
consideration for the sale and assignment was $1,650, of which $1,550 was in the
form of a promissory note issued by Spruce to the Company. The assets sold
comprised substantially all of the Company's operating assets, liabilities, and
operations for the year ended September 30, 2000.

The Company was a majority-owned subsidiary of American Eco Corporation ("AEC")
through July 21, 2000, at which time Deere Park Capital, L.L.C. ("Deere Park")
acquired AEC's stake in the Company, which consisted of approximately 81.9% of
the Company's outstanding common stock. As a result of two Stock Purchase
Agreements between Deere Park and Frank J. Fradella, the President and Chief
Executive Officer of the Company ("Fradella"), dated December 21, 2000, and
March 23, 2001, respectively, Fradella purchased, on behalf of himself and as
third-party nominee for other individuals, 6,925,858 shares of the Company's
common stock held by Deere Park. The purchase price for such shares was paid by
Fradella in cash and a promissory note secured by 500,000 shares of common stock
of the Company. As a result of these transactions, Fradella currently owns
2,002,651 shares, or 22.9%, of the Company's outstanding common stock, and Deere
Park owns 250,000 shares, or 2.9%.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.

Net Income Per Share Information

The net income per share amounts have been computed by dividing net income by
the weighted average number of common shares outstanding during the respective
periods.

In February 1997, The Financial Accounting Standards Board Issued Statement No.
128, "Earnings Per Share", which was required to be adopted on December 31,
1997. Statement 128 replaced the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share. Unlike primary
earnings per share, basic earnings per share excludes any dilutive effects of
options, warrants, and convertible securities. Diluted earnings per share is
consistent with the previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented, and where
necessary, restated to conform to the Statement 128 requirements.

Reclassifications

Certain reclassifications have been made to prior period financial statements to
conform with the current year presentation.

US INDUSTRIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
(Unaudited)

NOTE 2. DISCONTINUED OPERATIONS AND DISPOSITIONS

On September 29, 2000, the Company sold its holdings in PWSE, PWSC, PWSS and
PWSN, comprising all of its then-existing business operations, to Spruce.

NOTE 3. LITIGATION, COMMITMENTS AND CONTINGENCIES

The nature and scope of the Company's former business operations brought it into
regular contact with the general public, a variety of businesses and government
agencies. These activities inherently subjected the Company to potential
litigation, which were defended in the normal course of business. At March 31,
2001, there were various claims and disputes relating to the Company's former
business operations. The Company believes that the disposition of all such
claims and disputes, individually or in the aggregate, should not have a
material adverse affect upon the Company's financial position, results of
operations or cash flows. As of March 31, 2001, the Company had not been named
as a responsible party for any environmental issues under the Federal Superfund
Law.

NOTE 4. SUBSEQUENT EVENT

Former management previously reported a potential acquisition that, if
concluded, would require the issuance of a substantial amount of the Company's
shares. Management is presently evaluating several acquisition candidates to
determine which opportunities fit best into the strategic plan of the Company,
and have the best potential for profitability and positive cash flows. Other
agreements contemplated or entered into by previous management are also being
reviewed by our new management.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

The Company's management is in the process of reviewing several acquisition
candidates, with the goal of acquiring existing businesses with profitable,
scaleable operations that could provide significant stockholder value. Due
diligence is currently underway on several companies, but no acquisitions have
been consummated as of the date hereof.

RESULTS OF OPERATIONS

General

The results of operations for the three months ended March 31, 2001 are not
necessarily indicative of results of operations to be expected for the full
year. Effective January 1, 2001, the Company changed its year end from September
30 to December 31.

Revenue and Selling, General and Administrative Expenses, Interest Income
(Expense), and Net Loss

On September 29, 2000, the Company sold its holdings in PWSE, PWSC, PWSS and
PWSN to Spruce. The assets sold comprised substantially all of the Company's
operating assets, liabilities, and operations, therefore comparisons from prior
periods to the quarter ended March 31, 2001, would not be informative.

Liquidity and Capital Resources

On March 31, 2001, the Company restructured two promissory notes (the "Kenny
Notes") in the aggregate principal amount of $4,490 issued to ATNAM
Enterprises, Inc., a wholly-owned subsidiary of the Company ("ATNAM"), by Kenny
Industrial Services, L.L.C. ("Kenny"), in connection with the sale of certain
assets to Kenny in 1998. Commencing March 31, 2001, the Kenny Notes require
Kenny to pay ATNAM approximately $85 per month for 60 months.

The Company believes that the payments from the Kenny Notes and the financing
arrangements the Company currently has in place will be sufficient throughout
the next twelve months to finance its working capital needs, planned capital
expenditures, debt service and any obligations related to the Company's
discontinued operations. Implementation of the Company's strategic plan of
expanding its operations through acquisitions of existing businesses will
require additional capital.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENT INCLUDED IN THIS FORM 10-QSB

This Form 10-QSB contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, which are intended to be covered by the safe harbors
created thereby. These statements include the plans and objectives of management
for future operations, including plans and objectives relating to future growth
of the Company's business activities and availability of funds. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions, regulatory framework, and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that the forward-looking statements included in this Form
10-QSB will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The nature and scope of the Company's former business operations brought it into
regular contact with the general public, a variety of businesses and government
agencies. These activities inherently subjected the Company to potential
litigation, which were defended in the normal course of business. At March 31,
2001, there were various claims and disputes relating to the Company's former
business operations. Management believes that such proceedings are either
adequately covered by insurance, or if uninsured, by the estimated losses it has
recorded to date. The resolution of such claims, however, could have a material
effect on the Company's results of operations or cash flows.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

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., P.W.
Stephens Northwest, Inc. and U.S. Industrial Services, Inc. [filed as
Exhibit 2.1 to the Current Report on Form 8-K filed on February 20, 2001,
and incorporated herein by reference].

3.1 Certificate of Incorporation of the Company [filed as Exhibit 3.1 to the
Current Report on Form 8-K for the Date of Event June 19, 1998, and
incorporated herein by reference].

3.2 Bylaws of the Company [filed as Exhibit 3.1 to the Current Report on Form
8-K for the Date of Event June 19, 1998, and incorporated herein by
reference].

10.1 1998 Stock Option Plan [filed as Exhibit 4.1 to the Annual Report on Form
10-KSB for the year ended September 30, 1998, and incorporated herein by
reference].

10.2 Hypothecation Agreement, dated as of March 23, 2001, among Deere Park
Capital, L.L.C., Frank J. Fradella and US Industrial Services, Inc. [filed
as Exhibit 2.3 to the Current Report on Form 8-K for the Date of Event
March 23, 2001, and incorporated herein by reference]

10.3* Promissory Notes in principal amounts of $3,490,000 and $1,000,000,
respectively, issued to ATNAM Enterprises, Inc. by Kenny Industrial
Services, L.L.C.

* filed herewith.

(b) REPORTS ON FORM 8-K

The Company filed a Current Report on Form 8-K on January 5, 2001, for an
event of December 21, 2000, to report a change of control resulting from a Stock
Purchase Agreement entered into between Deere Park Capital, L.L.C. and Frank J.
Fradella.

The Company filed a Current Report on Form 8-K on February 20, 2001, for an
event of December 7, 2000, to report the sale of four of its subsidiaries,
comprising all of the Company's then-existing operations, to Spruce MacIntyre
Holding Corp.

The Company filed a Current Report on Form 8-K on February 21, 2001, for an
event of February 15, 2001, to report the change in the Company's fiscal year
from September 30 to December 31.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

U S INDUSTRIAL SERVICES, INC.

May 15, 2001 By: /s/ FRANK FRADELLA
----------------------------------------
Frank Fradella
President and Chief Executive Officer

May 15, 2001 By: /s/ KATHLEEN HARRIS
----------------------------------------
Kathleen Harris
Chief Financial Officer

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
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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., P.W. Stephens Northwest, Inc. and U.S. Industrial
Services, Inc. [filed as Exhibit 2.1 to the Current Report on Form
8-K filed on February 20, 2001, and incorporated herein by reference].

3.1 Certificate of Incorporation of the Company [filed as Exhibit 3.1 to
the Current Report on Form 8-K for the Date of Event June 19, 1998,
and incorporated herein by reference].

3.2 Bylaws of the Company [filed as Exhibit 3.1 to the Current Report on
Form 8-K for the Date of Event June 19, 1998, and incorporated herein
by reference].

10.1 1998 Stock Option Plan [filed as Exhibit 4.1 to the Annual Report on
Form 10-KSB for the year ended September 30, 1998, and incorporated
herein by reference].

10.2 Hypothecation Agreement, dated as of March 23, 2001, among Deere Park
Capital, L.L.C., Frank J. Fradella and US Industrial Services, Inc.
[filed as Exhibit 2.3 to the Current Report on Form 8-K for the Date
of Event March 23, 2001, and incorporated herein by reference]

10.3* Promissory Notes in principal amounts of $3,490,000 and $1,000,000,
respectively, issued to ATNAM Enterprises, Inc. by Kenny Industrial
Services, L.L.C.

* filed herewith.