-----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, CpU2dB4cuJQh9xjNS1vQHQVqh4BWs4Br55d4U1SXWitaJ+pQje4BXp2dJfkMY1al qTL1007dsaesovGK+EUkqw== 0000916641-02-000246.txt : 20020414 0000916641-02-000246.hdr.sgml : 20020414 ACCESSION NUMBER: 0000916641-02-000246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020212 ITEM INFORMATION: Other events FILED AS OF DATE: 20020213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATERSIDE CAPITAL CORP CENTRAL INDEX KEY: 0000924095 IRS NUMBER: 541694665 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-08387 FILM NUMBER: 02539552 BUSINESS ADDRESS: STREET 1: 300 EAST MAIN STREET CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 7576261111 MAIL ADDRESS: STREET 1: 300 EAST MAIN STREET STREET 2: #1380 CITY: NORFOLK STATE: VA ZIP: 23510 8-K 1 d8k.txt FORM 8-K DATED 2/12/2002 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 ----------------- WATERSIDE CAPITAL CORPORATION (Exact Name of registrant as specified in its charter) Virginia 333-36709 54-1694665 ------------------------------------------------------------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 300 East Main Street, Suite 1380, Norfolk, Virginia 23510 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (757) 626-1111 ---------------------- N/A ------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. - Other Events A press release dated February 5, 2002, regarding among other matters, the Corporation's Stock Repurchase Program is filed with this Form 8-K as Exhibit 99.1. 2 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 hereunto duly authorized. WATERSIDE CAPITAL CORPORATION Date: February 12, 2002 By /s/ J. Alan Lindauer ---------------------------------- J. Alan Lindauer, President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Description of Exhibits - ----------- ----------------------- 99.1 Press release dated February 5, 2002 4 EX-99.1 3 dex991.txt PRESS RELEASE DATED 2/5/2002 Exhibit 99.1 ------------ WATERSIDE CAPITAL CORPORATION 300 E. Main Street, Suite 1380 Norfolk, VA 23510 CONTACTS: Waterside Capital Corporation: Gerald T. McDonald Chief Financial Officer 757-626-1111 Ext. 309 info@watersidecapital.com ------------------------- Waterside Announces Stock Repurchase Program and Earnings Release NORFOLK, VA -- February 5, 2002 -- Waterside Capital Corp. (Nasdaq:WSCC), A SMALL BUSINESS INVESTMENT CORPORATION (SBIC) today announced that its Board of Directors had approved a stock repurchase program. The company will repurchase up to two percent of its currently outstanding common stock over the next year in open market and in privately negotiated transactions. The repurchase program does not obligate Waterside to acquire any particular number of shares and may be suspended at any time at the company's discretion. President and Chief Executive Officer J. Alan Lindauer said, "The company believes that a stock repurchase at the current market prices represents an excellent use of cash resources to enhance value for our shareholders." The company additionally announced that net operating loss was $39,000 or $0.02 per share for the second quarter of 2002 compared to income of $275,000 or $0.17 per share for the same period of the previous fiscal year. The net decrease in stockholders' equity resulting from operations for the second quarter of fiscal 2002 (which includes operating income plus realized and unrealized gains and (losses) on investments) was $1,968,000 or $1.24 per share compared to a loss of $1,095,000 or $0.69 per share for the same period of fiscal 2001. The company recognized numerous gains and losses during the quarter with a $1,043,000 unrealized gain recognized from the Delta Education's Systems, Inc. investment and a $750,000 unrealized gain on the ISR Solutions, Inc. investment. These gains were offset by write-downs on two investments consisting of $2,350,000 on the JMS North America, Inc. investment and $1,350,000 on the DigitalSquare investment. During the second quarter of 2002, the Company ceased recognizing deferred tax benefits associated with the generation of net operating losses from operations and its realized loss. For the six months ended December 31, 2001, net operating income was $379,000 or $0.24 per share compared to $656,000 or $0.42 per share reported for the six months ended December 31, 2000. The net decrease in stockholders' equity resulting from operations was a decrease of 1 $1,313,000 or $0.83 per share compared to a decrease of $1,423,000 or $0.90 per share for the six months ended December 31, 2000. At December 31, 2001 Waterside's investment portfolio totaled $30.6 million compared with $33.7 million reported at June 30, 2001. Net asset value declined to $6.76 per share at December 31, 2001 from the $7.59 per share reported June 30, 2001. Waterside originated new investments of $2.7 million for the six months ended December 31, 2001 and received proceeds from the sales of various investments of $4.8 million during the same six month period. ABOUT WATERSIDE CAPITAL Waterside Capital Corporation is a Small Business Investment Company (SBIC), headquartered in Norfolk, Virginia with a portfolio of $30.6 million of investments in twenty-nine companies located primarily in the Mid-Atlantic region. Visit Waterside's web site at www.watersidecapital.com Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve a number of risks and uncertainties. It is possible that the assumptions made by management--including, but not limited to, the average maturity of our investments, the potential to realize investment gains as these investments mature, investment opportunities, results, performance or expectations--may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. In addition to the above factors, other important factors including the risks associated with the performance of the Company's portfolio companies, dependencies on key employees, interest rates, the level of economic activity, and competition, as well as other risks described from time to time in the Company's filings with the Securities Exchange Commission, press releases, and other communications. 2 Waterside Capital Corporation FINANCIAL SUMMARY (in thousands except per share data)
- ---------------------------------------------------------------------------------------------------------------------- Statement of Operations data: Three Months Ended Six Months Ended December 31, December 31, 2001 2000 2001 2000 ------- ------- ------- -------- Total operating income $ 853 $ 939 $ 2,035 $ 2,032 Interest expense 527 495 1,050 958 Other operating expenses 289 339 606 737 ------- ------- ------- ------- Net operating income before income taxes 37 105 379 337 Applicable income taxes 76 (170) - (319) ------- ------- ------- ------- Net operating income(loss) (39) 275 379 656 Realized gains/losses on investments, net of income tax expense (223) - (1,317) - Change in unrealized gains/(losses) on investments, net of income tax expense (benefit) (1,706) (1,370) (375) (2,079) ------- ------- ------- ------- Net increase (decrease) in stockholders' equity resulting from operations $(1,968) $(1,095) $(1,313) $(1,423) ======= ======= ======= ======= Per share data (basic): Net operating income(loss) $ (0.02) $ 0.17 $ 0.24 $ 0.42 Net increase/ (decrease) in stockholders' equity resulting from operations (1.24) (0.69) (0.83) (0.90)
Balance Sheet data:
At December 31, At June 30, 2001 2000 2001 ------- ------- ------- Cash $ 3,706 $ 39 $ 1,089 Investment in portfolio companies at fair value: Equity securities 17,964 22,643 23,147 Debt securities 7,705 8,908 6,514 Options and warrants 4,910 4,347 4,026 ------- ------- ------- Total investments 30,579 35,898 33,687 Debentures and notes payable 25,400 23,150 25,400 Stockholders' equity 10,686 15,412 11,999 Net asset value per common share $ 6.76 $ 9.75 $ 7.59
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