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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) October 8, 1999
METALCLAD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-2000
(State or Other Jurisdiction) (Commission File Number)
95-2368719
(I.R.S. Employer Identification No.)
2 Corporate Plaza, Suite 125
Newport Beach, CA 92660
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (949) 719-1234
Item 7. Financial Statements, Pro forma Financial Information and
Exhibits.
List below the financial statements, pro forma financial information
and exhibits, if any, filed as a part of this report.
Unaudited Pro forma Condensed Consolidated Balance Sheets for the
Nine Months Ended September 30, 1999.
Pro forma Condensed Consolidated Statement of Operations for the
Year Ended December 31, 1998.
Pro forma Condensed Consolidated Statement of Operatins for the
Nine Months Ended September 30, 1999.
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements
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 hereunto duly authorized.
METALCLAD CORPORATION
February 9, 2000 By: /s/Anthony C. Dabbene
------------------------
Anthony C. Dabbene
Chief Financial Officer
Unaudited Pro Forma
Condensed Consolidated Financial Statements of
Metalclad Corporation
The following unaudited pro forma condensed consolidated statements of
operations of Metalclad Corporation for year ended December 31, 1998 and the
nine months ended September 30, 1999 give effect of the sale to Geologic
S.A. de C.V., of all of its interest in the businesses known as
Administracion Residuos Industriales S.A. de C.V. (ARI), Ecosistemas
Nacionales S.A. de C.V. (ECONSA), Quimica Omega S.A. de C.V., and
Ecosistemas El Llano S.A. de C.V. (El Llano), assuming that the sale
occurred as of January 1, 1998. The business activities of ARI, ECONSA and
El Llano included collection, recycling, fuel blending and transportation;
project development; and an industrial waste landfill that was under
construction in Aguaslanientes, respectively. The unaudited pro forma
condensed consolidated balance sheet assumes the disposition occurred as of
September 30, 1999.
Total purchase price for the businesses sold is Five Million Dollars
plus assumption by Buyer of all liabilities of Seller. Payment of the
purchase price will occur in stages as various benchmarks are achieved in
the operation of the businesses. The disposition is being accounted for as
an installment sale. No gain or loss is being recorded on payments under
the note receivable consideration until 100% of the Company's net
investment, of $904,000, is recovered. The sale reflected in this Form 8-K
excludes the entities involved in the Company's NAFTA claim, which have a
net asset value of $5,461,000 at September 30, 1999. In addition, the pro
forma reflects the Company's write-off of the portion of the accumulated
foreign currency translation contained in its equity section that relates to
the assets disposed of to date.
The pro forma data is presented for informational purposes and may not
be indicative of the future results of operations and financial position of
the Company or what the results of operations and financial position of the
Company would have been had the disposition occurred immediately prior to
the periods indicated.
These pro forma condensed consolidated financial statements should be
read in conjunction with the historical consolidated financial statements
and the related notes thereto of Metalclad Corporation, incorporated by
reference.
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Metalclad Corporation and Subsidiaries
Pro forma Condensed Consolidated Balance Sheet(Unaudited)
for the Nine Months Ended September 30, 1999
<TABLE><S> <C> <C> <C>
As reported in form 10-Q Pro Forma
for the period ended Pro Forma for the period ended
September 30, 1999 Adjustments September 30, 1999
------------------------ ------------- --------------------
ASSETS
Current assets:
Cash and cash equivalents $ 937,797 $ 51,000 (2) $ 988,797
Accounts receivable, net 1,752,404 - 1,752,404
Inventories 189,871 - 189,871
Receivables from related parties 108,677 - 108,677
Other current assets 249,593 - 249,593
Note receivable -- sale of assets - 779,402 (3) 779,402
--------- --------- ---------
Total current assets 3,238,342 830,402 4,068,744
Property, plant and equipment, net 328,571 - 328,571
Net assets of discontinued operations 5,667,566 (904,402)(4) 4,763,164
Other assets 23,086 - 23,086
--------- --------- ---------
$9,257,565 $ (74,000) $9,183,565
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 663,382 $ - $ 663,382
Other accounts payable--discontinued
operations 206,463 - 206,463
Accrued expenses 748,089 - 748,089
Other current liabilities 60,865 - 60,865
Current portion of long term debt 46,669 - 46,669
Convertible zero coupon notes 2,011,380 - 2,011,380
--------- --------- ---------
Total current liabilities 3,736,848 - 3,736,848
Long term debt, less current position 74,398 - 74,398
Convertible subordinated debentures 1,008,761 - 1,008,761
--------- --------- ---------
Total liabilities 4,820,007 - 4,820,007
Shareholders' equity:
Common stock 454,389 - 454,389
Additional paid in capital 63,247,820 - 63,247,820
Accumulated deficit (56,561,972) (658,687)(2)(5) (57,220,659)
Officers' receivable (562,569) - (562,569)
Accumulated other comprehensive income (2,140,110) 584,687 (5) (1,555,423)
--------- --------- ---------
4,437,558 (74,000) 4,363,558
--------- --------- ---------
$9,257,565 $ (74,000) $9,183,565
========= ========= =========
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Metalclad Corporation and Subsidiaries
Pro forma Condensed Consolidated Statement of Operations (Unaudited)
for the Year Ended December 31, 1998
<TABLE><S> <C> <C> <C>
As reported in form 10-K Pro Forma
for the period ended Pro Forma for the period ended
December 31, 1998 Adjustments December 31, 1998
------------------------ ------------- --------------------
Revenues:
Contract revenues $ 9,912,194 $ - $ 9,912,194
Material sales 92,227 - 92,227
Other 4,250 - 4,250
---------- --------- ----------
10,008,671 - 10,008,671
Operating Costs and Expenses:
Contract costs and expenses 8,548,872 - 8,548,872
Cost of materials sales 71,316 - 71,316
Selling, general and administrative 993,369 - 993,369
---------- --------- ----------
9,613,557 - 9,613,557
Corporate expense 1,983,578 - 1,983,578
Operating loss (1,588,464) - (1,588,464)
Interest expense (187,011) - (187,011)
---------- --------- ----------
Loss from continuing operations $(1,775,475) $ - $(1,775,475)
========== ========= ==========
Weighted average number of shares (1) 3,036,277 - 3,036,277
Loss per share of common stock--basic
and diluted $(0.58) $ - $(0.58)
===== ===== =====
</TABLE>
Metalclad Corporation and Subsidiaries
Pro forma Condensed Consolidated Statement of Operations (Unaudited)
for the Nine Months Ended September 30, 1999
<TABLE><S> <C> <C> <C>
As reported in form 10-Q Pro Forma
for the period ended Pro Forma for the period ended
September 30, 1999 Adjustments September 30, 1999
------------------------ ------------- --------------------
Revenues:
Contract revenues $9,963,449 $ - $9,963,449
Material sales 209,159 - 209,159
Other 49,264 - 49,264
---------- --------- ----------
10,221,872 - 10,221,872
Operating Costs and Expenses:
Contract costs and expenses 8,733,309 - 8,733,309
Cost of material sales 191,128 - 191,128
Selling, general and administrative 895,308 - 895,308
---------- --------- ----------
9,819,745 - 9,819,745
Corporate expense 1,502,056 - 1,502,056
Operating loss (1,099,929) - (1,099,929)
Interest expense (207,589) - (207,589)
---------- --------- ----------
Loss from continuing operations $(1,307,518) $ - $(1,307,518)
========== ========= ==========
Weighted average number of shares (1) 3,666,964 - 3,666,964
Loss per share of common stock--basic
and diluted $(0.35) $ - $(0.35)
===== ===== =====
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Metalclad Corporation and Subsidiaries
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1 Unaudited Pro Forma Adjustments:
(1) Adjusted for 1:10 reverse stock split which was effective
July 2, 1999.
(2) Initial payment of $125,000 received for sale of certain
Mexican subsidiaries, net of disposition costs of $74,000.
(3) Record note receivable for milestone payments due for
purchase. The remaining purchase price of approximately $4.9 million will
be recorded as received.
(4) Removal of net assets of discontinued operations sold.
(5) Adjustment to record the removal of the accumulated foreign
currency translation associated with the net assets sold in this
transaction.
