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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
DATE OF REPORT
AUGUST 25, 1999
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-21054
SYNAGRO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0511324
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
1800 BERING, SUITE 1000 HOUSTON, TEXAS 77057
(Address of principal executive offices) (Zip Code)
REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 369-1700
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ITEM 5. OTHER ITEMS
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
During 1999, the Company acquired Anti-Pollution Associates, Inc. and D&D
Pumping, Inc., Vital Cycle, Inc. and Amsco, Inc. ("1999 Acquisitions") using
the purchase method of accounting and completed a business combination with
National Resource Recovery, Inc. accounted for as a pooling-of-interests.
The following unaudited pro forma combined statements of operations include the
unaudited consolidated statements of operations as of June 30, 1999, of the
Company combined with the historical financial data of the 1999 acquisitions as
if they had occurred on January 1, 1999.
The pro forma adjustments are based on preliminary estimates, available
information and certain assumptions and may be revised as additional information
becomes available. Management does not expect any material changes. The pro
forma combined statements of operations do not purport to represent what the
Company's results of operations would actually have been if such transactions in
fact had occurred on those dates or project the Company's results of operations
for any future period. Since the Company and the companies acquired were not
under common control or management for all periods, historical combined results
may not be comparable to, or indicative of, future performance. The unaudited
pro forma combined statements of operations should be read in conjunction with
the other financial statements and notes thereto previously filed on Form 8-K/A
dated July 7, 1999.
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SYNAGRO TECHNOLOGIES, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
1999 Pro Forma Pro Forma
Company Acquisitions Adjustments Combined
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 23,978,231 $ 4,211,343 $ -- $ 28,189,574
Cost of services 18,514,021 2,812,085 -- 21,326,106
------------ ------------ ------------ ------------
Gross profit 5,464,210 1,399,258 -- 6,863,468
Selling, general and administrative expenses 3,220,452 521,826 (50,000)(a) 3,692,278
Amortization of goodwill 668,028 -- 154,512 (b) 822,540
------------ ------------ ------------ ------------
Income (loss) from operations 1,575,730 877,432 (104,512) 2,348,650
Other (income) expense:
Other income, net (51,032) (50,889) -- (101,921)
Interest 1,315,985 32,233 311,674 (c) 1,659,892
------------ ------------ ------------ ------------
Net income (loss) before benefit for income taxes 310,777 896,088 (416,186) 790,679
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 310,777 $ 896,088 $ (416,186) $ 790,679
============ ============ ============ ============
Income per common and common share equivalent:
Net income (loss), basic $ .05
============
Net income (loss), diluted $ .04
============
Weighted average shares outstanding, basic 17,319,943(d)
Weighted average shares outstanding, diluted 18,097,616(e)
</TABLE>
The accompanying notes are an integral part of these
pro forma combined financial statements.
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1. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS:
The unaudited pro forma combined statement of operations adjustments consist of
the following:
(a) To adjust expenses related to prior owners based on employment agreements
entered into in connection with acquisitions and salary costs attributable
to staff reductions.
(b) To reflect the amortization of goodwill to be recorded in connection with
the acquisitions over a 40-year estimated life.
(c) To record additional interest expense on the debt incurred in connection
with the acquisitions.
(d) Includes 15,308,759 outstanding shares- basic for the six months ended
June 30, 1999, and an additional 2,011,184 shares- basic for the six
months ended June 30, 1999, issued in connection with acquisitions as if
each occurred at the beginning of the period.
(e) Includes 16,086,432 outstanding shares- diluted for the six months ended
June 30, 1999, and an additional 2,011,184 shares- diluted for the six
months ended June 30, 1999, issued in connection with acquisitions as if
each occurred at the beginning of the period.
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SIGNATURES
Pursuant to 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.
Synagro Technologies, Inc.
Date: August 25, 1999
By: /s/ THOMAS J. BINTZ
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Thomas J. Bintz
Vice President, Controller
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