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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) MARCH 29, 2000
EARTHCARE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 000-24685 58-2335973
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No)
14901 Quorum Drive, Suite 200, Dallas, Texas 75240
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(Address of principal executive offices) (Zip Code)
(972) 858-6025
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
EarthCare Company (the "Company") files this form 8-K to report the events
listed below:
Financial Results
On April 17, 2000, the Company filed its 1999 Annual Report on Form
10-K with the Securities and Exchange Commission. Preliminary, unaudited results
for the twelve-month period ending December 31, 1999 indicated revenues of
approximately $42 million and a loss before taxes of approximately $17 million.
The loss resulted primarily from adjustments made to accrual and reserve
accounts, acquisition costs, and software development costs. Final, audited
results for the twelve-month period ending December 31, 1999 indicated revenues
of $41.8 million and a loss before taxes of $15.9 million. The net loss after
taxes for 1999 totaled $16.4 million or $1.58 per share.
The Company also filed three 10-Q/A Forms to restate results for the
first three quarters of 1999. The 10-Q/A Forms reflected the following changes:
(a) Part 1, Items 1 and 2 of EarthCare Company's quarterly filing
on Form 10-Q for the quarterly period ended March 31, 1999 includes changes to
reflect a reduction of noncurrent assets totaling $1,021,636, a reduction of
current liabilities of $571,360, additional operating expenses totaling $427,032
and a loss from disposal of assets of $23,244;
(b) Part 1, Items 1 and 2 of the Company's quarterly filing on
Form 10-Q for the quarterly period ended June 30, 1999 includes changes to
reflect a reduction of noncurrent assets totaling $2,540,677, a reduction of
current liabilities totaling $1,283,900, additional operating expenses totaling
$812,858, a loss from disposal of assets of $180,615 and a reduction in the tax
provision totaling $186,972 for the three months ended June 30, 1999. Further,
included are additional operating expenses totaling $1,239,890, a loss from
disposal of assets of $203,859 and a reduction in the tax provision totaling
$186,972 for the six months ended June 30, 1999; and
(c) Part 1, Items 1 and 2 of EarthCare Company's quarterly filing
on Form 10-Q for the quarterly period ended September 30, 1999 includes changes
to reflect a reduction of current assets of $120,584, a reduction of noncurrent
assets totaling $2,280,295, a reduction of current liabilities of $941,695,
additional operating expenses totaling $822,696, a loss from disposal of assets
of $46,961 and a reduction in the tax provision of $127,250 for the three months
ended September 30, 1999. Further, included are additional operating expenses
totaling $2,062,586, a loss from disposal of assets of $250,820 and a reduction
in the tax provision totaling $314,222 for the nine months ended September 30,
1999.
Chief Financial Officer Search
The Company is in the final stages of its search for a new chief
financial officer and expects to announce its selection no later than May 31,
2000. Until the selection is made, financial matters will continue to be managed
by Lew Nevins, Vice president of Investor Relations, and Dan Self, Corporate
Controller.
Solid Waste Agreement
On March 31, 2000, the Company entered into a management agreement with
Liberty Waste, Inc., a solid waste company located in Tampa, Florida, which
services commercial, industrial and residential customers in the Tampa area. The
Company will provide management and support services to Liberty Waste.
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Board of Directors
On March 29, 2000, the Company announced that Earl E. DeFrates and
William P. Hulligan resigned from its board of directors. On March 30, 2000, the
Company announced that William M. Addy and Philip S. Siegel were appointed to
its board of directors to fill the vacancies created by the resignations of
Messrs. DeFrates and Hulligan. Mr. Addy is currently the Vice President of
Marketing, Sales and Corporate development at the Company. Mr. Siegel is
presently a venture fellow at AV Labs and the chief executive officer of a
start-up company, iReturnit. Both new appointees will stand for election or
ratification at the Company's 2000 annual meeting.
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
(Registrant)
Date: May 1, 2000 By: /s/ Harry Habits
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Harry Habits
President and Chief Operating
Officer
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Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired:
Not Applicable
(b) Pro Forma financial information:
Not Applicable
(c) Exhibits:
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press Release dated April 17, 2000.
99.2 Press Release dated March 31, 2000.
99.3 Press Release dated April 3, 2000.
99.4 Press Release dated March 30, 2000.
99.5 Press Release dated March 29, 2000.
99.6 Press Release dated March 30, 2000.
</TABLE>
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MONDAY APRIL 17, 8:30 AM EASTERN TIME
COMPANY PRESS RELEASE
SOURCE: EarthCare Company
EARTHCARE FILES FORM 10-K
DALLAS, April 17 /PRNewswire/ -- EarthCare Company (Nasdaq: ECCO - news)
announced today that it has filed its 1999 Form 10-K with the Securities and
Exchange Commission. The Company also filed Forms 10-Q/A to restate results for
the first three quarters of 1999 and amended its credit agreement and obtained
waivers for non-compliance with certain covenants.
Preliminary, unaudited results, which were announced on March 31, 2000,
indicated revenues of approximately $42 million and a loss before taxes of
approximately $17 million for the twelve-month period ending December 31, 1999.
Final, audited results for 1999 include revenues of $41.8 million and a loss
before taxes of $15.9 million. The net loss after taxes and an extraordinary
gain of $.1 million for 1999 totaled $16.4 million or $1.58 per share. In 1998,
the Company reported revenues for the full year of $25.7 million and a net after
tax loss of $1.4 million or $0.17 per share. For the fourth quarter of 1999,
EarthCare reported revenues of $13.0 million and a loss after taxes of $15.5
million or $1.42 per share. In the fourth quarter of 1998, the Company reported
revenues of $7.5 million and net income of $.1 million or $0.01 per share.
EarthCare is a comprehensive service organization with business units serving
the waste needs of a variety of residential, commercial and industrial
customers. SOURCE: EarthCare Company
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Draft 3/30/00
For Immediate Release #00-14
Contact: Lew Nevins
Vice President, Investor Relations
Tel: (972) 858-6025
EARTHCARE PROVIDES PRELIMINARY FINANCIAL RESULTS
Dallas, TX, March 31, 2000 - EarthCare Company (NASDAQ: ECCO) announced that it
will file with the Securities and Exchange Commission today to extend the
deadline for filing EarthCare's 1999 Form 10-K to no later than April 14, 2000.
Final audited results will be available and the Form 10-K will be filed on or
before this date. The Company will also file on or before April 14, 2000, Forms
10-Q/A to restate results for the first three quarters of 1999.
For the twelve months ended December 31, 1999, preliminary, unaudited results
indicate revenues of approximately $42 million and a loss before taxes of
approximately $17 million. The loss for 1999 resulted primarily from a
write-down of approximately $12 million of goodwill related to acquisitions made
in 1997 and 1998 and adjustments to accrual and reserve accounts and expensing
certain acquisition and software development costs, some of which were
previously capitalized. As a result of the preliminary financial information,
the Company is working to obtain waivers required under its credit agreements.
The Company expects to have these waivers by the time it files the Form 10-K.
In 1998, the Company reported revenues for the full year of $25.7 million and a
net after tax loss of $1.4 million or $.17 per share.
Donald Moorehead, Chairman and Chief Executive Officer of EarthCare, said, "The
goodwill adjustment relates to EarthCare making a transition from a growth by
acquisition company to a company focused on internal growth and expansion
through innovative sales and marketing programs. These programs emphasize
proactive services and are driven by internet based systems. I believe we have
now taken the proper steps from an organizational and strategic standpoint to
position Earthcare to succeed in 2000 and beyond."
EarthCare is a comprehensive service organization with business units serving
the waste and information needs of a variety of residential, commercial and
industrial customers.
Forward-looking statements in this release involve a number of risks and
uncertainties that may cause actual results to differ materially from expected
results. These risks and uncertainties are described in detail in the Company's
filings with the Securities and Exchange Commission.
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For Immediate Release #00-15
Contact: Lew Nevins
Vice President, Investor Relations
Tel: (972) 858-6025
EARTHCARE PROGRESSING ON CFO SEARCH
Dallas, TX, April 3, 2000 - EarthCare Company (NASDAQ: ECCO) today announced
that it is in the final stages of its search for a Chief Financial Officer. The
executive search firm who is assisting EarthCare on this matter has narrowed
down a long list of candidates to a very short list of individuals who will be
interviewed over the next month. EarthCare hopes to announce a new CFO no later
than May 31, 2000.
Until a CFO joins the Company, financial and related matters will continue to be
managed by Lew Nevins, Vice President of Investor Relations, and Dan Self,
Corporate Controller, both of whom have extensive experience in these areas.
EarthCare is a comprehensive service organization with business units serving
the waste and information needs of a variety of residential, commercial and
industrial customers.
Forward-looking statements in this release involve a number of risks and
uncertainties that may cause actual results to differ materially from expected
results. These risks and uncertainties are described in detail in the Company's
filings with the Securities and Exchange Commission.
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For Immediate Release #00-13
Contact: Lew Nevins
Vice President, Investor Relations
Tel: (972) 858-6025
EARTHCARE SIGNS SOLID WASTE AGREEMENT
Dallas, TX, March 30, 2000 - EarthCare Company (NASDAQ: ECCO) today announced
that it has signed an agreement to provide management and other support services
to Liberty Waste, Inc. (Liberty), a solid waste company located in Tampa, FL.
EarthCare and Liberty are also working on an agreement for Earthcare to acquire
all of the outstanding stock of Liberty.
Liberty owns a construction and demolition landfill located in Ruskin, FL, near
Tampa, and has transfer stations in Clearwater and Tampa. Currently, Liberty has
annual revenues of approximately $20 million and services commercial, industrial
and residential customers in the Tampa area. Liberty also plans to expand its
operations into other cities in Florida.
Harry Habets, President and COO of EarthCare, said, "I am pleased that EarthCare
is entering the solid waste business, where I believe we will have significant
opportunities in the future. Liberty Waste is a fully integrated, solid waste
operation with an excellent management team in place." Mr. Habets noted that
"EarthCare's senior management team has extensive experience in the solid waste
business. I believe this addition to our line of nonhazardous waste services is
a very important step for our company."
EarthCare is a comprehensive service organization with business units serving
the waste and information needs of a variety of residential, commercial and
industrial customers.
Forward-looking statements in this release involve a number of risks and
uncertainties that may cause actual results to differ materially from expected
results. These risks and uncertainties are described in detail in the Company's
filings with the Securities and Exchange Commission.
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For Immediate Release #00-11
Contact: Lew Nevins
Vice President, Investor Relations
Tel: (972) 858-6025
EARTHCARE ENTERING SOLID WASTE
Dallas, TX, March 29, 2000 - EarthCare Company (NASDAQ: ECCO) today announced
that it intends to sign a management agreement to provide management and other
support services to a solid waste company located in the Southeast. As a result
of this announcement, two current members of its Board of Directors have
resigned.
Earl E. DeFrates and William P. Hulligan have non-compete agreements that
prohibit them from serving on the Board of a company with any solid waste
interests. As a result of these agreements, both Mr. DeFrates and Mr. Hulligan
have resigned effective immediately from the Board of Directors of EarthCare
Company. Furthermore, Mr. DeFrates will no longer be available to provide
consulting services to EarthCare.
Donald Moorehead, Chairman and Chief Executive Officer of EarthCare, said, "I
am excited about this opportunity in the solid waste business. This should lead
to significant opportunities for the Company in the future. It's unfortunate
that as a result of this transaction, Bill Hulligan and Earl DeFrates must
resign from our Board. Both have made significant contributions to the
development of our Company and I will miss their advice and counsel in the
future."
EarthCare is a comprehensive service organization with business units serving
the waste and information needs of a variety of residential, commercial and
industrial customers.
Forward-looking statements in this release involve a number of risks and
uncertainties that may cause actual results to differ materially from expected
results. These risks and uncertainties are described in detail in the Company's
filings with the Securities and Exchange Commission.
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For Immediate Release #00-12
Contact: Lew Nevins
Vice President, Investor Relations
Tel: (972) 858-6025
EARTHCARE ANNOUNCES TWO NEW BOARD MEMBERS
Dallas, TX, March 30, 2000 - EarthCare Company (NADSAQ: ECCO) today announced
that William M. Addy and Philip S. Siegel have been appointed by the Board of
Directors to fill vacancies created by the resignations of two Board members,
which were announced yesterday. Both new directors will stand for election to
the Board of Directors at EarthCare's 2000 Annual Meeting.
Bill Addy graduated with an honors degree in chemical engineering from Princeton
University in 1982. After graduation, he worked for Chevron Corporation in a
variety of positions, including dealing with liquids management and
environmental agencies. In 1986, Bill graduated from Harvard Business School and
pursued a career with The Boston Consulting Group (BCG). At BCG, he worked
extensively on issues of marketing, sales and strategy with leading packaged
goods, industrial products and service companies. Bill was elected a partner of
BCG in 1992 and moved to Dallas to help establish the firm's Dallas office. Bill
joined EarthCare in April 1999 and is currently Vice President of Marketing,
Sales and Corporate Development.
Phil Siegel is a Venture Fellow at AV Labs, an Austin Ventures spinout in
Austin, TX which invests in early stage technology companies. He is also CEO of
a start-up company, iReturnit, and is an advisor to a variety of companies in
the AV Labs fund. Phil is also an adjunct professor in Entrepreneurial Studies
in the MBA program at The University of Texas (UT). Prior to joining AV Labs and
UT, Phil was a partner in the Chicago and Dallas offices of The Boston
Consulting Group (BCG). At BCG, Phil worked with several of the world's leading
consumer packaged goods and financial services companies. Phil began his working
career at BBDO Advertising in Chicago. Phil received his M.B.A. with honors from
the University of Chicago Graduate School of Business and holds a Bachelors
degree in chemistry from the University of Chicago.
Don Moorehead, Chairman and Chief Executive Officer of EarthCare, said, "I am
very pleased that Bill Addy and Phil Siegel have agreed to join our Board of
Directors. They both have outstanding credentials and business experience which
will be very valuable in terms of advising EarthCare about our future growth and
development. I am confident that they will make significant contributions as
members of our Board."
EarthCare is a comprehensive service organization with business units serving
the waste and information needs of a variety of residential, commercial and
industrial customers.
Forward-looking statements in this release involve a number of risks and
uncertainties that may cause actual results to differ materially from expected
results. These risks and uncertainties are described in detail in the Company's
filings with the Securities and Exchange Commission.
