-----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, JIZsyG7fz29OslRGXUEPFWW0MZAtu0+nax1cHjk8Pis4EIrLH9Nkc0O7RPtuvqdH QSL1F9GXTd+zMrpX1hniaA== 0000950134-01-508743.txt : 20020411 0000950134-01-508743.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950134-01-508743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011115 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHCARE CO CENTRAL INDEX KEY: 0001057489 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 582335973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24685 FILM NUMBER: 1792980 BUSINESS ADDRESS: STREET 1: 7200 BISHOP ROAD CITY: AUSTELL STATE: GA ZIP: 30168 BUSINESS PHONE: 7704498844 MAIL ADDRESS: STREET 1: 14901 QUORUM DRIVE STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: SANTI GROUP INC /GA DATE OF NAME CHANGE: 19980720 8-K 1 d92434e8-k.txt 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): NOVEMBER 15, 2001 EARTHCARE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 000-24685 58-235973 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OR INCORPORATION) IDENTIFICATION NUMBER)
14901 QUORUM DRIVE SUITE 200 DALLAS, TEXAS 75254 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (972) 858-6025 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On November 15, 2001, EarthCare Company issued a press release announcing its operating results for the quarter and the nine months ended September 30, 2001. A copy of the press release is attached as exhibit 99.1 to this report. 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. EARTHCARE COMPANY Date: November 15, 2001 By: /s/ William W. Solomon, Jr. -------------------------------------- William W. Solomon, Jr. Vice President, Chief Financial Officer and Principal Accounting Officer ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS 99.1 Press release dated November 15, 2001 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press release dated November 15, 2001
EX-99.1 3 d92434ex99-1.txt PRESS RELEASE DATED NOVEMBER 15, 2001 EXHIBIT 99.1 FOR IMMEDIATE RELEASE #01-20 Contact: Bill Solomon Vice President, Chief Financial Officer Tel: (972) 858-6025 bsolomon@earthcareus.com EARTHCARE ANNOUNCES OPERATING RESULTS FOR 2001 THIRD QUARTER AND COMPLETION OF THE SALE OF ITS EARTHAMERICA DIVISION Dallas, TX, November 15, 2001 - EarthCare Company (OTC Bulletin Board: ECCO.OB) today announced its operating results for the third quarter of 2001. EarthCare reported revenue from its continuing Liquid Waste Division of $7.3 million for the third quarter of 2001, a 9% reduction over revenues for the same quarter last year. For the first nine months of 2001, EarthCare reported Liquid Waste revenues of $21.3 million, a 5% decrease over the revenues for the same period last year. EarthCare's operating loss from continuing operations during the third quarter of 2001 was $1.1 million and its operating loss for the first nine months was $1.7 million, a 29% improvement over its operating loss of $2.4 million for the same period last year. The improvement in the operating loss was due to improved operating results of the company's Liquid Waste Division and reduced corporate expenses. The Company reported a net loss from continuing operations of $3.7 million in the third quarter of 2001, or $0.20 per share, as compared to a loss from continuing operations of $0.9 million in the third quarter of 2000, or $0.07 per share. For the first nine months of 2001, the Company reported a net loss from continuing operations of $8.0 million, or $0.45 per share, as compared to a net loss from continuing operations of $4.2 million, or $0.34 per share, for the same period in 2000. The higher 2001 loss was primarily impacted by increased interest expense due to higher levels of debt outstanding during 2001. During September 2001, EarthCare reorganized its liquid waste operations and established a new Liquid Waste Division, which consists of EarthCare's service centers in Deer Park, New York; Eagle, Pennsylvania; and Vernon, New Jersey. On October 30, 2001, EarthCare sold its EarthAmerica division, consisting of its service centers in Houston and Dallas, Texas; Orlando, Florida; and Atlanta, Georgia, to Heritage Propane Partners, L.P. for $4.0 million in cash, of which $1.4 million was held back for working capital and general claims. EarthCare also announced that it has executed a fifth amendment with its senior lenders. The fifth amendment extended the deadlines for selling the Solid Waste and EarthLiquids divisions and established future minimum monthly EBITDA levels Statements made in this press release that express EarthCare's or management's intentions, plans, beliefs, expectations or predictions of future events, including preliminary estimates of financial results and guidance for future periods, are forward-looking statements. The words "believe," "expect," "intend," "estimate," "anticipate," "will" and similar expressions are intended to further identify such forward-looking statements. It is important to note that the company's actual results or performance could differ materially from those anticipated or projected in such forward-looking statements. Other factors that could cause EarthCare's actual results or performance to differ materially include risks and uncertainties relating to EarthCare's financial condition, market demand and acceptance of EarthCare's services, competition, as well as the risks discussed under the heading "Risk Factors" in EarthCare's quarterly report on Form 10-Q, its preliminary proxy and its annual report on Form 10-K/A for the year ended December 31, 2000, as filed with the Securities and Exchange Commission. The forward-looking statements contained herein represent the judgment of EarthCare as of the date of this press release, and EarthCare expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in EarthCare's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. -tables follow- EARTHCARE COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31, 2001 2000 --------------- --------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 225,313 $ 1,170,461 Accounts receivable, net of allowance for doubtful accounts of $437,000 and $544,000, respectively 4,955,331 4,610,732 Prepaid expenses and other current assets 2,123,521 922,457 Net assets of discontinued operations 45,433,991 52,596,324 --------------- --------------- Total current assets 52,738,156 59,299,974 Property, plant and equipment, net 12,845,416 12,768,228 Other long-term assets 4,213,114 3,545,079 --------------- --------------- Total assets $ 69,796,686 $ 75,613,281 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 7,456,319 $ 4,241,157 Accrued liabilities 10,382,752 14,153,131 Current portion of long-term debt 49,004,106 52,131,551 --------------- --------------- Total current liabilities 66,843,177 70,525,839 Long-term debt 37,976,984 36,696,765 Commitments and contingencies Mandatorily redeemable convertible preferred stock 10,929,149 10,800,248 Stockholders' equity (deficit): Preferred stock, $.0001 par value; 30,000,000 shares authorized, none issued -- -- Common stock, $.0001 par value; 70,000,000 shares authorized, 21,980,125 and 14,569,348 shares issued, respectively 2,198 1,457 Additional paid-in capital 65,507,296 60,013,157 Accumulated deficit (111,462,118) (102,424,185) --------------- --------------- Total stockholders' equity (deficit) (45,952,624) (42,409,571) --------------- --------------- Total liabilities and stockholders' equity (deficit) $ 69,796,686 $ 75,613,281 =============== ===============
EARTHCARE COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine months ended September 30, Three months ended September 30, 2001 2000 2001 2000 -------------- -------------- -------------- -------------- Historical Historical Historical Historical Revenues $ 21,299,052 $ 22,492,312 $ 7,316,612 $ 8,057,248 Expenses: Cost of operations 13,934,979 14,627,473 4,939,120 5,632,280 Selling, general and administrative 7,879,102 8,751,505 2,999,592 2,175,100 Depreciation and amortization 1,187,325 1,510,594 459,935 536,619 -------------- -------------- -------------- -------------- Operating expenses 23,001,406 24,889,572 8,398,647 8,343,999 -------------- -------------- -------------- -------------- Operating loss (1,702,354) (2,397,260) (1,082,035) (286,751) Interest expense 6,266,417 1,846,314 2,594,959 605,433 -------------- -------------- -------------- -------------- Loss from continuing operations (7,968,771) (4,243,574) (3,676,994) (892,184) Discontinued operations: Income (loss) from discontinued operations: EarthAmerica division (386,023) (3,175,263) -- (965,005) EarthLiquids division 448,376 (1,685,345) -- (1,124,797) Solid Waste division (812,069) 559,823 (300,797) 2,563 Allen Tate -- (1,579,734) -- (785,190) -------------- -------------- -------------- -------------- Loss from discontinued operations (749,716) (5,880,519) (300,797) (2,872,429) -------------- -------------- -------------- -------------- Net loss before extraordinary charge (8,718,487) (10,124,093) (3,977,791) (3,764,613) Extraordinary charge - early retirement of debt (190,475) -- (190,475) -- -------------- -------------- -------------- -------------- Net loss (8,908,962) (10,124,093) (4,168,266) (3,764,613) Accretion of discount on 10% preferred (128,971) -- (48,508) -- -------------- -------------- -------------- -------------- Net loss available to common stockholders $ (9,037,933) $ (10,124,093) $ (4,216,774) $ (3,764,613) ============== ============== ============== ============== Net loss per share - basic and diluted: Continuing operations $ (0.45) $ (0.34) $ (0.20) $ (0.07) Extraordinary charge (0.01) -- (0.01) -- Discontinued operations (0.04) (0.46) (0.02) (0.21) -------------- -------------- -------------- -------------- Net loss $ (0.50) $ (0.80) $ (0.23) $ (0.28) ============== ============== ============== ============== Weighted average number of common shares 18,119,909 12,644,300 18,237,555 13,545,218
-----END PRIVACY-ENHANCED MESSAGE-----