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 CHICAGO, Oct. 21 /PRNewswire/ -- UNR Industries, Inc. (NASDAQ-NMS: UNRI; CSE) today reported that sales in the third quarter of 1993 were $96.3 million, up 8 percent from $88.9 million in the third quarter of 1992. Net income for the current quarter was $6.3 million or $.13 per share, compared to $10.4 million or $.23 per share reported last year. The 1992 third-quarter results included a non-recurring tax benefit of $4.9 million or $.11 per share.
 Sales for the nine months ended Sept. 30, 1993 were $268.2 million, up 6 percent from $252.2 million reported for the same period in the prior year. Net income for the 1993 nine-month period was $12.7 million or $.27 per share, compared to $32.6 million or $.72 per share in 1992. The 1992 nine months' results included an after-tax amount of $8.1 million or $.18 per share as a result of a litigation settlement with one of the company's previous insurance carriers. The 1992 nine months' results also included a non-recurring tax benefit of $10.2 million or $.23 per share.
 Thomas A. Gildehaus, president and chief executive officer, stated, "Operating income for the quarter was $9.0 million, up 3 percent from the same quarter last year. This increase is due primarily to the continued strong results of our Leavitt Tube and Rohn Divisions. Our LIFO charge, due to escalating steel prices in the quarter was $600,000 as compared to a $450,000 credit in last year's quarter. In addition, our recent acquisition, Real Time Solutions, Inc., (RTS) has performed well beyond our expectations."
 Gildehaus further commented, "The previously announced intention of our board of directors to solicit offers to purchase all the shares of the company for cash is now under way. The company's financial adviser, J.P. Morgan Securities Inc. has prepared and is distributing a confidential information memorandum and is actively seeking offers from interested parties."
 UNR Industries, Inc. is a diversified company producing welded steel tubing, shopping carts, stainless steel sinks, towers and shelters for communication and other uses, and material handling products and systems.
 (In thousands except per-share data)
 Three Months Ended Nine Months Ended
 Sept. 30, Sept. 30,
 1993 1992 1993 1992
 Net Sales $ 96,272 $ 88,907 $ 268,246 $ 252,167
 Gross profit 20,440 19,305 55,348 54,508
 Operating Income 9,020 8,755 20,118 22,680
 Insurance recovery --- --- --- 13,000
 Interest income
 (exp.), net (318) 189 (1,045) 988
 Income from continuing
 operations before taxes 8,702 8,944 19,073 36,668
 Income tax provision 2,400 3,470 6,400 14,300
 Income tax benefit derived
 from Trust expenditures --- (4,900) --- (10,200)
 Income from continuing
 operations 6,302 10,374 12,673 32,568
 Discontinued operations
 gain (loss), net of
 tax benefit --- 44 --- (8)
 Net Income $ 6,302 $ 10,418 $ 12,673 $ 32,560
 Net Income Per Share:
 Continuing operations $ .13 $ .23 $ .27 $ .72
 Discontinued operations --- --- --- ---
 Net Income per share $ .13 $ .23 $ .27 $ .72
 (in thousands)
 June 30 Dec. 31
 1993 1992
 Cash $ 29,599 $ 112,220
 Accounts receivable 43,154 38,407
 Notes receivable-insurance companies 4,860 8,316
 Inventories* 67,902 61,292
 Current deferred income taxes 63,000 63,000
 Prepaid expenses 2,546 2,725
 Total Current Assets $ 211,061 $ 285,960
 Plant and equipment, net 69,213 71,288
 Non-current deferred income taxes 24,800 24,000
 Net assets of discontinued operations - 13,341
 Other assets, primarily goodwill 7,793 248
 Total Assets $ 312,867 $ 394,837
 Dividends payable $ - $ 100,255
 Other current liabilities 42,007 34,994
 Long-term liabilities 24,075 26,607
 Stockholders' equity 246,785 232,981
 Total Liabilities and
 Stockholders' Equity $ 312,867 $ 394,837
 -- Net of reserve for LIFO valuation of inventories of $8.8 million and $7.1 million at June 30, 1993 and Dec. 31, 1992, respectively.
 (1) On Dec. 21, 1992, the Internal Revenue Service issued final regulations under Section 468B "Special Rules for Designated Settlement Funds". Prior to the issuance of these tax regulations, the company had significant unrecorded net operating loss carry-forwards resulting from extraordinary reorganization charges included in the 1989 Statement of Income. Through 1992, these charges were deducted for income tax purposes only to the extent expenditures were actually made by the UNR Asbestos-Disease Claims Trust. Approximately $12.9 million and $26.8 million of expenditures were made by the Trust in the third quarter of 1992 and in the first nine months of 1992, respectively, and the related tax benefits were recorded by the company. This 1992 tax benefit of $4.9 million and $10.2 million is presented in the accompanying Statement of Income as "Income tax benefit derived from Trust expenditures" for the three and nine month periods, respectively.
 The Section 468B regulations deal with the tax treatment of the company's 1989 transfer of 29.4 million shares of UNR stock to the UNR Asbestos-Disease Claims Trust. Based on these regulations, the company and Trust have elected to treat the Trust as a Qualified Settlement Fund on Jan. 1, 1993, which entitles the company to a tax deduction equivalent to the value of the stock held by the Trust on that date. This dduction will substantially reduce the company's 1993 income tax liability and will also generate tax loss carry-backs and carryforwards. The company expects to receive federal and state income tax refunds of approximately $54 million in 1994 as a result of the carry-backs. Future expenditures by the Trust will no longer be deductible by the company. Based on these developments, the company recorded a tax benefit (net of a valuation allowance of approximately $20 million) of $90 million, or $1.99 per share in the fourth quarter of 1992.
 On Aug. 10, 1993, the president signed the Omnibus Budget Reconciliation Act of 1993 into law. One provision of this new law that impacts the company is the increase in the regular income tax rate from 34 to 35 percent retroactive to Jan. 1, 1993. The impact of this provision has been recorded in the third-quarter income ax provision as a benefit of approximately $1.1 million. This is due primarily to the positive effect of the law change on the value of the company's NOL carryforward.
 (2) On Feb. 1, 1993, the company paid a regular cash dividend of $.20 and an extraordinary cash dividend of $2.00 per share to stockholders of record as of the close of business on Jan. 15, 1993. On Jan. 15, 1992, the company paid a regular cash dividend of $.20 and an extraordinary cash dividend of $1 per share to stockholders of record as of the close of business on Dec. 31, 1991.
 (3) On March 4, 1993, the company decided to divest itself of its Midwest CATV Division (a distributor of products to the cable television industry) and its Midwest Steel Division (a distributor of rail and trackwork). The company has sold assets of the Midwest Steel Division to L.B. Foster Company and assets of the Midwest CATV Division to Anixter Bros. Inc.
 (4) On April 27, 1993, the company announced it had purchased all the issued and outstanding stock of Real Time Solutions, Inc. ("RTS"). RTS provides automated inventory management products to the warehouse and distribution industry. Their primary product is a light directed display based inventory picking, sorting, packing and shipping system called "EASYpick." The purchase price included $4.2 million of cash and 616,102 shares of common stock valued at approximately $4.2 million. The purchase price exceeded the fair value of RTS's net assets by approximately $7.7 million which is reported as goodwill in the accompanying balance sheet.
 (5) On Aug. 4, 1993, the company announced that a special committee of its board of directors has retained J. P. Morgan Securities Inc. as financial adviser. The special committee was appointed on June 22, 1993, in response to a request received from the UNR Asbestos-Disease Claims Trust, the company's principal shareholder, that the company consider retaining a financial adviser to solicit third party proposals for an acquisition of UNR through a merger or other business combination in which UNR shareholders would receive cash for their shares.
 (6) The 1992 nine-month statement of income includes a $13.0 million pre-tax insurance recovery ($8.1 million after-tax), or $.18 per share, as a result of a litigation settlement reached in June 1992, with one of the company's previous insurance carriers. These amounts represent the present value of payments due over a three-year period, net of certain costs.
 (7) In October of 1993, the company received a settlement of $3.5 million in its patent infringement suit against Whittaker Corporation and others. This transaction will be reflected in the fourth-quarter financial statements.
 (8) The interim determination of inventories under the LIFO method is based on the management's estimates of the expected year-end inventory levels and costs and as such, interim financial results are subject to final year-end inventory amounts.
 -0- 10/21/93
 /CONTACT: Henry Grey, V.P.-Finance and Treasurer of UNR, 312-341-1234/

CO: UNR Industries, Inc. ST: Illinois IN: SU: ERN

SB -- DE015 -- 5101 10/21/93 10:58 EDT
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Date:Oct 21, 1993

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