<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934. For the quarterly period ended March 31, 1997
__ Transition report under Section 13 or 15(d) of the Exchange Act. For the
transition period from ___________ to ___________
Commission File Number: 0-21975
ECO SOIL SYSTEMS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
NEBRASKA 47-0709577
- ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
10890 THORNMINT ROAD, SUITE 200
SAN DIEGO, CALIFORNIA 92127
(Address, Including Zip Code, of Principal Executive Offices)
(619) 675-1660
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.005 PAR VALUE
-----------------------------
(Title of Class)
Check whether the Registrant (1) has filed all reports required to be filed by
section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
YES X NO
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 1, 1997, 11,398,251 shares
of the Registrant's Common Stock, $.005 par value per share, were outstanding.
Transitional Small Business Disclosure Format (check one):
YES NO X
--- ---
1
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Eco Soil Systems, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
March 31, December 31.
ASSETS 1997 1996
- ------ --------- ------------
(unaudited) (Note)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,676 $ 150
Accounts receivable, net 4,399 2,193
Inventories 6,602 2,047
Prepaid expenses and other current assets 547 289
-------- --------
Total current assets 13,224 4,679
Property and equipment, net 2,191 1,981
Intangible assets, net 6,320 5,663
Other assets 94 563
-------- --------
Total assets $ 21,829 $ 12,886
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 4,471 $ 2,743
Accrued expenses 636 734
Current portion of long-term debt 1,404 7,266
Current portion of advances from shareholders -- 348
Current portion of capital lease obligations 7 22
-------- --------
Total current liabilities 6,518 11,113
Long-term debt, net of current portion 729 1,826
Advances from shareholders, net of current portion -- 21
Commitments -- --
-------- --------
Total liabilities 7,247 12,960
Shareholders' equity (deficit):
Preferred stock
$.005 par value; 5,000,000 shares authorized; -- --
none issued and outstanding
Common stock
$.005 par value; 20,000,000 shares authorized; 57 33
11,398,251 and 6,606,590 issued and outstanding
at March 31, 1997 and December 31, 1996, respectively
Additional paid-in capital 28,561 12,730
Warrants 242 242
Note receivable from shareholder (192) (192)
Accumulated deficit (14,086) (12,887)
-------- --------
Total shareholders' equity (deficit) 14,582 (74)
-------- --------
Total liabilities and shareholders' equity (deficit) $ 21,829 $ 12,886
======== ========
</TABLE>
See accompanying notes
Note: The Balance Sheet at December 31, 1996 is derived from the audited
financial statements at that date but does not include all of the disclosures
required by generally accepted accounting principles.
2
<PAGE> 3
Eco Soil Systems, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
---------------------------------
1997 1996
----------- -----------
(unaudited) (unaudited)
Revenues:
<S> <C> <C>
Proprietary products $ 1,144 $ 963
Distributed products 2,785 149
----------- -----------
Total revenues 3,929 1,112
Cost of revenues:
Proprietary products 214 500
Distributed products 2,040 112
----------- -----------
Total cost of revenues 2,254 612
Gross profit 1,675 500
Operating expenses:
Selling, general and administrative 2,288 974
Research and development 135 41
----------- -----------
Loss before interest, depreciation and amortization (748) (515)
Depreciation 68 104
Amortization of intangibles 217 8
----------- -----------
Loss from operations (1,033) (627)
Interest expense 167 56
----------- -----------
Net loss $ (1,200) $ (683)
=========== ===========
Net loss per share $ (.12) $ (.11)
=========== ===========
Shares used in calculating net loss per share 9,973,000 6,018,000
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE> 4
Eco Soil Systems, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-------------------------------
1997 1996
--------- ---------
(unaudited) (unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (1,200) $ (683)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 285 112
Changes in operating assets and liabilities, net of effect of
acquired businesses:
Accounts receivable (2,206) 133
Inventories (4,071) 61
Prepaid expenses and other assets 211 (32)
Accounts payable 1,728 (211)
Accrued liabilities (98) 4
--------- ---------
Net cash used in operating activities (5,351) (616)
INVESTING ACTIVITIES
Payments related to acquired businesses (1,288) --
Purchase of property and equipment (238) (218)
--------- ---------
Net cash used in provided by investing activities (1,526) (218)
FINANCING ACTIVITIES
Repayment of advances from shareholder (369) (100)
Proceeds from long-term debt -- 1,670
Repayment of long-term debt (5,005) (902)
Repayments on capital lease obligations (15) (27)
Net proceeds from sale of common stock 13,792 248
--------- ---------
Net cash provided by financing activities 8,403 889
--------- ---------
Net increase in cash 1,526 55
Cash at beginning of period 150 --
--------- ---------
Cash at end of period $ 1,676 $ 55
========= =========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
Common stock issued upon conversion of debt and shareholder
advances $ 1,954 $ --
========= =========
Common stock issued for purchase of business $ 110 $ --
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 411,000 $ 745,000
========= =========
</TABLE>
See accompanying notes
4
<PAGE> 5
Eco Soil Systems, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 1997
1. ORGANIZATION AND PRINCIPLES OF CONSOLIDATION
ORGANIZATION
Eco Soil Systems, Inc. (the "Company") develops, markets, sells and
supports a proprietary line of biologically-produced, environmentally safe
products designed to address a variety of problems in the turf maintenance,
agricultural crop, soil redemption and water quality management industries. The
Company has developed two patented delivery systems that enable the Company to
ferment microorganisms at the customer's site and then dispense the appropriate
amount of cultured product directly into the customer's irrigation system, pond
or lake. The Company sells various products produced by third parties through
its Turf Partners sales group to the turf and ornamental industries.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
In the opinion of the Company, all adjustments, consisting only of
normal recurring adjustments, necessary for the fair statement of the results
for the three-month periods ended March 31, 1997 and 1996 have been made. The
results of operations for the three-month period ended March 31, 1997 are not
necessarily indicative of the results to be expected for the full fiscal year.
The accompanying consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1996.
2. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of
shares of common stock outstanding during each period. Common stock equivalents
were not included in computing net loss per share since the effect would have
been antidilutive, except that, pursuant to the requirements of the Securities
and Exchange Commission, shares of common stock issued during the twelve months
immediately preceding the initial public offering, plus the number of common
equivalent shares under stock options granted or warrants issued during such
period, have been included in the calculation of the shares used in computing
net loss per share as if they were outstanding through the date of the initial
public offering (using the treasury stock method).
5
<PAGE> 6
Eco Soil Systems, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 1997
2. NET LOSS PER SHARE (CONTINUED)
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share, (FAS
128). FAS 128 is effective for financial statements issued for periods ending
after December 15, 1997. FAS 128 replaces Accounting Principles Board Opinion
15, Earnings Per Share, (APB 15) and requires dual presentation of basic and
diluted earnings per share by entities with complex capital structures. Basic
earnings per share includes no dilution and is computed by dividing net loss by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution of securities that could
share in the earnings of the entity. The impact of adopting FAS 128 on the
calculation of net loss per share on the quarters ended March 31, 1997 and 1996
is not expected to be material.
3. INITIAL PUBLIC OFFERING
In January 1997, the Company completed its initial public offering of
3,795,000 shares of common stock at a price of $4.125 per share, providing the
Company with net proceeds of approximately $13.6 million, after deducting
underwriting discounts, commissions and other offering costs. As a result of the
completion of the initial public offering, $1,904,000 of debt and related
accrued interest were converted into 576,823 common shares and $5,613,000 of
debt was repaid.
4. ACQUISITION
In February 1997, the Company acquired the assets of Turfmakers, Inc.
(dba Cameron), a turf maintenance product distributor, for $1,245,000 cash and
25,000 shares of common stock valued at $4.38 per share. The results of
operations of Turfmakers, Inc. from the date of acquisition are included in the
consolidated financial statements.
The acquisition was accounted for as a purchase and, accordingly, the
purchase price has been allocated to the assets acquired based on the estimated
fair market values at the date of the acquisition, as follows:
<TABLE>
<CAPTION>
<S> <C>
Inventory $ 484,000
Property and equipment 40,000
Excess of purchase price over net tangible
assets acquired 831,000
----------
Total assets acquired $1,355,000
==========
</TABLE>
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
Certain statements contained in this Management's Discussion and
Analysis that are not related to historical results are forward looking
statements. Actual results may differ materially from those projected or implied
in the forward statements. Further, certain forward looking statements are based
upon assumptions of future events which may not prove to be accurate. These
forward looking statements involve risks and uncertainties including but not
limited to those referred to below. See "Item 5. Other Items. Factors That Could
Affect Future Performance."
This information should be read in conjunction with the financial
statements and notes thereto included in Item 1 of this report for the quarter
ended March 31, 1997. Additionally, the financial statements and notes thereto
and Management's Discussion and Analysis in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996 will provide additional information.
The Company's revenues for the three months ended March 31, 1997 were
$3.9 million, an increase of $2.8 million or 253%, over the same period in 1996.
The increase in revenues reflects an increase in revenues from sales of both
distributed and proprietary products. The increase in revenues from distributed
products reflects the Company's acquisition of both Turf Products, Ltd. ("Turf
Products") and Turf Specialty, Inc. ("Turf Specialty") on May 31, 1996, the
acquisition of Turfmakers, Inc. ("Turfmakers") on February 19, 1997, and the
opening of a Turf Partners branch in San Diego in during the three months ended
March 31, 1997.
Proprietary product revenues increased by 19% during the three months
ended March 31, 1997 compared to the same period in 1996. Revenues from sales of
the Company's proprietary BioJect system and related products increased by 85%
during the three months ended March 31, 1997 compared to the same period in
1996. Revenues of the Company's Aspen Consulting Companies, Inc. subsidiary
increased by 39% during the three months ended March 31, 1997 compared to the
same period in 1996. These increases were partially offset by declines in
revenues from sales of both the Company's ClearLake and CleanRack products.
The Company's gross margin for three months ended March 31, 1997
declined to 42.6%, compared to gross margin of 44.9% during the three months
ended March 31, 1996. The decline in the gross margin for the three months ended
March 31, 1997 resulted from a disproportionate increase in sales of distributed
products which carry a lower margin than proprietary products. The gross margin
on distributed products was 27% during the three months ended March 31, 1997
compared to 25% during the same period in 1996. The gross margin on the
Company's proprietary products was 81% during the three months ended March 31,
1997 compared to 48% during the same period in 1997. The increase in gross
margin on proprietary products during the three months ended March 31, 1997 can
be attributed to a favorable product mix during such period.
Selling, general and administrative expenses increased to $2.3 million
during the three months ended March 31, 1997, compared to $1.0 during the three
months ended March 31, 1996. The increase in SG&A expense resulted from the
costs associated with the acquisitions of Turf Products, Turf Specialty and
Turfmakers. During the three months ended March 31, 1997, the Company incurred
approximately $217,000 of amortization expense associated with goodwill.
Interest expense during the three months ended March 31, 1997 was
$167,000 compared to $56,000 for the same period in 1996. The increase in
interest expense relates principally to interest incurred pursuant to certain
bridge notes that were converted into common stock or were repaid by the Company
following consummation of its initial public offering in January 1997.
For the three months ended March 31, 1997, the Company incurred a net
loss of $1.2 million or $.12 per share compared to $683,000 or $.11 per share
during the same period in 1996.
7
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has incurred net losses and negative
cash flows from operations. The Company has financed its operations
from revenues from sales of its products, sales of Common Stock, borrowing from
its principal shareholders and bank financing. The Company's operating and
investment activities used cash of $6,877,000 during the three months ended
March 31, 1997.
During the three months ended March 31, 1997, the Company issued
3,795,000 shares of common stock at a price of $4.125 per share in an
underwritten initial public offering. The Company received net proceeds of
approximately $13,600,000 which were used for the purchase of Turfmakers, the
reduction of debt and working capital purposes. The Company presently has
$1,000,000 of borrowing capability from its existing line of credit with
Imperial Bank. The Company believes that it has sufficient resources to finance
its operations and future growth for at least the next nine months.
PART II
OTHER INFORMATION
ITEM 2. CHANGE IN SECURITIES.
On February 19, 1996, the Company acquired substantially all of the
assets of Turfmakers, Inc. ("Turfmakers"), other than its accounts receivable,
for a purchase price of approximately $1.2 million and 25,000 shares of the
Company's Common Stock. The cash portion of the purchase price was subject to
certain post-closing adjustments, based on the value of inventory and equipment
acquired. The Company issued the shares of Common Stock to Turfmakers pursuant
to Section 4(2) of the Act and Rule 506 promulgated thereunder. Turfmakers is an
"accredited investor" within the meaning of Section 501(a) of the Act.
ITEM 5. OTHER INFORMATION
FACTORS THAT COULD AFFECT FUTURE PERFORMANCE
This report contains certain forward looking statements about the
business and financial condition of the Company, including various statements
contained in "Management's Discussion and Analysis or Plan of Operation." The
actual results of the Company could differ materially from any forward looking
statements contained herein. The following information sets forth certain
factors that could cause the actual results to differ materially from those
contained in the forward looking statements. For a more detailed discussion of
the factors that could cause actual results to differ, see "Item 1: Business --
Factors That Could Affect Future Performance" in the Company's Form 10-KSB for
the fiscal year ended December 31, 1996.
At March 31, 1997 the Company had an accumulated deficit of $14.1
million. To date, the Company has never generated net income. The Company has
been principally engaged in organizational activities, research and development,
licensing activities, product introductions and the establishment of a sales and
marketing organization. The Company's recent losses have resulted in part from
expenditures for product development, U.S. patent protection and sales and
marketing expenses, including the costs of the Company's recent dealer
acquisitions.
8
<PAGE> 9
In order to expand its business and achieve significant growth in
sales, the Company must continue to broaden its sales and marketing capability
and increase the size of its customer base, in part through the acquisition of
independent dealers and distributors. Although sales of certain of the Company's
products are growing, the Company's products and operations remain in the early
stages of market introduction and are subject to the risks inherent in the
commercialization of new product concepts. These risks include unforeseen
problems, delays, expenses and complications frequently encountered in the early
phases of research, development and commercialization of products, and expenses
associated with hiring and training additional sales, marketing and customer
service personnel.
Distribution and sales of the Company's products have historically
occurred through direct sales efforts and independent dealers and distributors.
The Company has initiated a strategy of attempting to establish a nationwide
distribution system for its products through the acquisition of various
independent dealers and distributors. Any failure to identify acquisition
candidates properly, any large expenditures on acquisitions that prove to be
unprofitable, or any inability to sell the Company's proprietary products
through the acquired distribution system could have a material adverse effect on
the Company's business, financial position and results of operations.
The Company's success will be dependent in large measure upon its
ability to obtain and enforce patent protection for its products, maintain
confidentiality of its trade secrets and know-how and operate without infringing
upon the proprietary rights of third parties. Despite precautions taken by the
Company, it may be possible for a third party to copy or otherwise obtain or use
the Company's products or technology without authorization, or to develop
similar products or technology independently.
The Company plans to acquire the rights to additional microbial
products. The Company does not engage in its own research and development with
respect to microbial products. Although the Company is actively seeking to
obtain licenses for additional microbial products, there can be no assurance
that the Company will be successful in obtaining any such licenses on terms
acceptable to the Company, if at all.
The Company may be exposed to liability resulting from the commercial
use of its products. Such liability might result from claims made directly by
customers or others manufacturing such products on behalf of the Company. The
Company currently carries a product liability insurance policy with an aggregate
limit of $2,000,000. There can be no assurance, however, that such product
liability insurance will adequately protect the Company against any product
liability claim. A product liability or other claim with respect to uninsured
liabilities or in excess of insured liabilities could have a material adverse
effect on the business and prospects of the Company.
Some states have laws imposing liability on certain parties for the
release of fertilizers and other agents into the environment in certain manners
or concentrations. Such liability could include, among other things,
responsibility for cleaning up the damage resulting from such a release. In
addition, the federal Comprehensive Environment Response, Compensation and
Liability Act (CERCLA), commonly known as the "Superfund" law, and other
applicable laws impose liability on certain parties for the release into the
environment of hazardous substances, which might include fertilizers and water
treatment chemicals. The Company is also subject to certain other environmental
laws, including the Environmental Protection Act, the Toxic Substance Control
Act, the Resource Conservation and Recovery Act, the Clean Air Act and the Clean
Water Act and may be subject to other present and potential future federal,
state or local regulations. The Company does not currently maintain insurance
for any environmental claims which might result from the release of its products
9
<PAGE> 10
into the environment in a manner or in concentrations not permitted by law.
Thus, a claim for environmental liability could have a material adverse effect
on the Company.
The Company competes for market share with a number of companies that
manufacture and market chemical compounds. In addition, a number of companies
are developing biological and organic products for turf maintenance. Many of
these competitors have substantially greater capital resources, research and
development staffs and facilities than the Company, and many of these
competitors have extensive experience in turf maintenance. The fields of
biotechnology and related technologies in which the Company is engaged have
undergone rapid and significant technological changes. The Company expects that
the technologies associated with its research and development will continue to
develop rapidly. There can be no assurance that the Company will be able to
establish itself in such fields or, if established, that it will be able to
maintain a competitive position. Further, there can be no assurance that the
development by others of new or improved processes or products will not make the
Company's products and processes less competitive or obsolete.
The Company is dependent upon the active participation of William B.
Adams, its Chairman of the Board and Chief Executive Officer, and Douglas M.
Gloff, its President and Chief Operating Officer. The loss of the services of
either of these individuals could have a material adverse effect upon the
Company's future operations. The Company's success depends in large part on its
ability to attract and retain qualified scientific and management personnel. The
Company faces competition for such persons from other companies, academic
institutions, government entities and other organizations. There can be no
assurance that the Company will be successful in recruiting or retaining
personnel of the requisite caliber or in adequate numbers to enable it to
conduct its business as proposed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed with the SEC during the period
ended March 31, 1997.
10
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Eco Soil Systems, Inc.
Date: May 14, 1997 By: /s/ William B. Adams
--------------------
William B. Adams
Chairman and Chief Executive
Officer
Date: May 14, 1997 By: /s/ L. Jean Dunn, Jr.
----------------------
L. Jean Dunn, Jr.
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,676
<SECURITIES> 0
<RECEIVABLES> 4,399
<ALLOWANCES> 0
<INVENTORY> 6,602
<CURRENT-ASSETS> 13,224
<PP&E> 2,191
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,829
<CURRENT-LIABILITIES> 6,518
<BONDS> 0
<COMMON> 57
0
0
<OTHER-SE> 14,525
<TOTAL-LIABILITY-AND-EQUITY> 21,829
<SALES> 3,929
<TOTAL-REVENUES> 3,929
<CGS> 2,254
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 621
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,200)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,200)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
