-----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, D1CmsfYJwhp10h/1HDViQj6OYI4ak1kR4xSluy2kNorN7IQoeTmD1Wvsy1BFbPen AO+PMM8hu1QS8MFPveyBfg== 0001021408-02-013061.txt : 20021030 0001021408-02-013061.hdr.sgml : 20021030 20021030162755 ACCESSION NUMBER: 0001021408-02-013061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021030 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIROGEN INC CENTRAL INDEX KEY: 0000863815 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 222899415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20404 FILM NUMBER: 02803350 BUSINESS ADDRESS: STREET 1: 4100 QUAKERBRIDGE RD STREET 2: PRINCETON RESEARCH CENTER CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 6099369300 MAIL ADDRESS: STREET 1: PRINCETON RESEARCH CENTER STREET 2: 4100 QUAKERBRIDGE RD CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 8-K 1 d8k.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): October 30, 2002 ENVIROGEN, INC. --------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-20404 22-2899415 ------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4100 Quakerbridge Road Princeton Research Center Lawrenceville, New Jersey 08648 - --------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (609) 936-9300 -------------- Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 99.1 Envirogen, Inc. Press Release dated October 30, 2002 ITEM 9. Regulation FD Disclosure. On October 30, 2002, Envirogen, Inc. issued a press release to report its three month and nine month financial results as of the quarter ended September 30, 2002. In the press release, Robert S. Hillas, Envirogen's President and Chief Executive Officer, stated: "Delayed start-ups for new projects and extensions of in process contracts have characterized 2002. Envirogen has reacted to these challenging business conditions with continuous review and adjustments to its operating cost structure. In addition, to preserve our future opportunities in light of current uncertainties as to when customers will more freely release projects for execution, Envirogen is currently engaged in reviewing strategic alternatives." Statements made in Envirogen's press release and in this Report related to future revenues and prospects for Envirogen are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements. Additional economic, competitive, governmental, technological, marketing and other factors identified in Envirogen's filings with the Securities and Exchange Commission could affect such results. SIGNATURE 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. October 30, 2002 ENVIROGEN, INC. By: /s/ Robert S. Hillas ------------------------------------- Robert S. Hillas President and Chief Executive Officer Exhibit Index Exhibit No. Description 99.1 Envirogen, Inc. Press Release dated October 30, 2002. EX-99.1 3 dex991.txt PRESS RELEASE DATED OCTOBER 30, 2002 Exhibit 99.1 FOR IMMEDIATE RELEASE ENVIROGEN REPORTS THIRD QUARTER AND NINE MONTH RESULTS Lawrenceville, NJ (October 30, 2002): Envirogen, Inc. (NASDAQ:ENVG) announced revenues of $3,784,000 for the three months ended September 30, 2002 as compared to revenues of $5,381,000 in the third quarter of 2001. Net Loss for the current period was $790,000 as compared to a Net Loss of $152,000 in the third quarter of 2001. Net Loss per share was $.20 in the current period versus $.04 in the third quarter of 2001. Revenues for the first nine months of 2002 totaled $12,350,000 as compared to $15,255,000 in the first nine months of 2001. The Net Loss for the first nine months of 2002 was $1,881,000 versus $436,000 in the first nine months of 2001. The Net Loss per share increased to $.47 in the first nine months of 2002 from $.11 in the first nine months of 2001. Revenue from Commercial Operations declined by 31% to $3,447,000 in the third quarter of 2002 from $4,979,000 reported in the third quarter of 2001. The revenue decline was partially offset by a 24% reduction in the cost of sales for Commercial Operations. For the first nine months of 2002, Commercial Operations revenue declined 22% to $11,089,000 as compared to $14,248,000 in the first nine months of 2001 while cost of sales for Commercial Operations was reduced 16%. In the third quarter, revenues from Research and Development Services declined to $337,000 as compared to $402,000 in the third quarter of 2001, and a $185,000 deficit at the gross profit line in the current period compared unfavorably to a $7,000 gross profit in the third quarter of 2001. Over the first nine months of 2002, Research and Development Services have generated more revenue and less loss than in 2001. Revenues for the first nine months of 2002 were $1,261,000 as compared to $1,007,000 in the first nine months of 2001. A $151,000 deficit at the gross profit line in the first nine months of 2002 replaced a $252,000 deficit at the gross profit line for the first nine months of 2001. Robert S. Hillas, President and CEO, stated, "Delayed start-ups for new projects and extensions of in process contracts have characterized 2002. Envirogen has reacted to these challenging business conditions with continuous review and adjustments to its operating cost structure. In addition, to preserve our future opportunities in light of current uncertainties as to when customers will more freely release projects for execution, Envirogen is currently engaged in reviewing strategic alternatives." Results for the quarter will be discussed on Thursday October 31, 2002 at 10 a.m. EST. Anyone wishing to participate in the conference call may dial (800) 860-2442 and reference Envirogen/Robert Hillas. Replay of the conference call will be available after 12 noon EST on October 31 until 11:30 p.m. EST on November 8, 2002 by calling Chorus Call at 1-877-344-7529 and entering 084# for the account number and 299691# for the conference number. Envirogen is a broad-based environmental systems and services company providing its customers with the maximum benefit per dollar spent for environmental protection. Through the application of its industry leading technologies, Envirogen provides cost-effective means to remove pollution from the air, water and soil. Statements made in this press release related to future revenues and prospects for Envirogen are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements. Additional economic, competitive, governmental, technological, marketing and other factors identified in Envirogen's filings with the Securities and Exchange Commission could affect such results. For further information, contact: Mark J. Maten Envirogen, Inc. Chief Financial Officer Princeton Research Center (609) 936-9300 4100 Quakerbridge Road www.envirogen.com Lawrenceville, NJ 08648 # # # ENVIROGEN, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Revenues: Commercial operations $ 3,446,910 $ 4,978,616 $ 11,089,225 $ 14,247,979 Research and development services 337,050 402,431 1,260,615 1,007,088 ------------ ------------ ------------ ------------ Total revenues 3,783,960 5,381,047 12,349,840 15,255,067 ------------ ------------ ------------ ------------ Cost of commercial operations 2,959,076 3,909,955 9,343,858 11,111,416 Research and development costs 521,664 395,275 1,411,832 1,259,157 Marketing, general and administrative expenses 1,095,248 1,243,962 3,488,726 3,607,990 ------------ ------------ ------------ ------------ Total costs and expenses 4,575,988 5,549,192 14,244,416 15,978,563 ------------ ------------ ------------ ------------ Other income (expense): Interest income 4,640 19,653 21,890 84,636 Interest expense (2,270) (3,842) (8,353) (8,050) ------------ ------------ ------------ ------------ Other income, net 2,370 15,811 13,537 76,586 ------------ ------------ ------------ ------------ Loss before income taxes (789,658) (152,334) (1,881,039) (646,910) Income tax benefit - - - 210,790 ------------ ------------ ------------ ------------ Net loss ($789,658) ($152,334) ($1,881,039) ($436,120) ============ ============ ============ ============ Basic and diluted net loss per share ($0.20) ($0.04) ($0.47) ($0.11) ============ ============ ============ ============ Weighted average number of shares of Common Stock used in computing basic and diluted net loss per share 4,032,985 4,005,608 4,016,559 3,992,089 ============ ============ ============ ============
ENVIROGEN, INC. CONSOLIDATED BALANCE SHEETS
September 30, December 31, 2002 2001 (Unaudited) (Audited) ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 1,373,748 $ 2,819,028 Accounts receivable, net 3,013,324 5,301,239 Unbilled revenue 1,749,548 1,641,683 Prepaid expenses and other current assets 524,037 459,163 ------------- ------------- Total current assets 6,660,657 10,221,113 Property and equipment, net 755,397 761,375 Goodwill, net 619,945 619,945 Other assets 134,579 157,187 ------------- ------------- Total assets $ 8,170,578 $ 11,759,620 ============= ------------- LIABILITIES Current liabilities: Accounts payable $ 1,992,656 $ 2,527,091 Accrued expenses and other liabilities 908,296 1,065,403 Reserve for claim adjustments and warranties 2,129,842 3,063,250 Deferred revenue 206,687 391,423 Current portion of capital lease obligations 15,993 Current portion of long-term note payable 14,633 5,312 ------------- ------------- Total current liabilities 5,268,107 7,052,479 Capital lease obligations, net of current portion 25,612 Long-term note payable, net of current portion 13,814 6,057 ------------- ------------- Total liabilities 5,307,533 7,058,536 ------------- ------------- Commitments and contingencies STOCKHOLDERS' EQUITY Common stock, $.01 par value (50,000,000 shares authorized; 4,042,902 issued at September 30, 2002 and 4,015,525 issued at December 31, 2001) 40,429 40,155 Additional paid-in capital 59,914,013 59,871,287 Accumulated deficit (57,085,447) (55,204,408) Less: Treasury stock, at cost (9,917 shares at September 30, 2002 and December 31, 2001) (5,950) (5,950) ------------- ------------- Total stockholders' equity 2,863,045 4,701,084 ------------- ------------- Total liabilities and stockholders' equity $ 8,170,578 $ 11,759,620 ============= =============
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