10-Q/A 1 d88942a1e10-qa.txt AMENDMENT NO. 1 TO FORM 10-Q 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________. Commission File Number: 000-24685 EARTHCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 58-2335973 (State of incorporation or organization) (IRS employer identification number) 14901 Quorum Drive, Suite 200, Dallas, Texas 75254-6717 (Address of principal executive office) (Zip code)

972-858-6025 (Registrant's telephone number, including area code) Indicate by check mark 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. [X] Yes [ ] No Indicate by check mark whether the registrant has filed all documents and reports required by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [X] No The number of outstanding shares of the registrant's common stock, par value $.0001 per share, was 18,061,080 on June 30, 2001. ================================================================================ 2 EARTHCARE COMPANY INDEX TO CONTENTS

2 3 FORM 10-Q/A INTRODUCTION This Quarterly Report on Form 10-Q/A amends and restates in its entirety our Quarterly Report on Form 10-Q previously filed on May 15, 2001. We have amended our Form 10-Q in order to (i) incorporate certain comments recently received from the Securities and Exchange Commission relating primarily to changes in our business plan and related party disclosures; (ii) update certain disclosures relating to the planned sale of our EarthAmerica and EarthLiquids divisions; (iii) update certain disclosures relating to our banking agreements; (iv) modify certain disclosures relating to convertible securities; (v) correct the classification of cash flows from discontinued operations; and (vi) correct certain typographical errors. Except as set forth in the preceding sentence, we have not materially updated or revised the information in the Quarterly Report. The changes in this Form 10-Q/A do not reflect a change in our financial condition or results of operations. BUSINESS EarthCare Company ("EarthCare") is a publicly traded company whose common stock is currently traded on the OTC Bulletin Board under the symbol "ECCO.OB". EarthCare and its subsidiaries are engaged in three non-hazardous waste divisions. Our EarthCare Solid Waste division provides collection, transfer and disposal of non-hazardous solid waste ("NSW") in Hillsborough County, Florida, the adjoining counties and Palm Beach County, Florida. Our EarthAmerica division provides non-hazardous liquid waste ("NLW") collection, processing, treatment, disposal, bulk transportation, pumping, plumbing and maintenance services from its operating locations in New York, New Jersey, Pennsylvania, Florida, Georgia and Texas. Our EarthLiquids division provides NLW used oil and oily wastewater recovery and treatment services in Florida, Delaware, Louisiana, Maryland, New Jersey and Pennsylvania. EarthLiquids also sells refined oil derived from used oil and oily wastewater. BACKGROUND OF BUSINESS PLAN EarthCare was created to become a leading national non-hazardous waste company through the strategic acquisition of companies that provide NLW pumping services. From our inception in 1997 through 2000, we completed 13 acquisitions of companies providing pumping and other NLW services, including plumbing, bulk hauling, industrial solid digest waste, and portable toilets. As we assumed control of these companies and integrated their operations into our EarthAmerica division, we discovered that the EarthAmerica service centers' level of business and revenue depended on customers calling us for service. The level of revenue from these lines of business was inconsistent and was greatly affected by factors such as weather, advertising and effective service center management. From 1998 to 1999, EarthAmerica also experienced high turnover in its service center management and supervisory personnel. EarthCare and EarthAmerica's management teams determined that a significant portion of the newly acquired companies' operating results was generated by non-pumping services. A significant proportion of this non-pumping business was reactionary, meaning that when a customer called for service, EarthAmerica would react and provide the needed service. When the customer call volume declined, our operating results were negatively affected. While certain lines of business, such as the bulk hauling and industrial digest services, maintained a steady volume of profitable business, other lines of business, such as plumbing, construction and portable toilets, were not steady and not profitable. Furthermore, frequent turnover in management, supervisory, sales and customer service personnel negatively affected the operating results of our EarthAmerica division During the first half of 2000, EarthAmerica's management devised a plan to change the way in which we provide residential septic and restaurant grease trap services. Rather than wait for a customer to call for service, EarthAmerica service centers would proactively offer these services on a regularly scheduled basis. To enact these plans, EarthAmerica invested significantly in various sales and marketing efforts, many of which were not successful. During the second half of 2000, EarthAmerica management 3 4 refined those efforts and settled on two basic approaches. An EarthAmerica sales force, with performance based compensation, was developed to sell services and maintain customer relations with restaurant customers. For the residential septic line of business, sales and marketing efforts were focused on new home construction and real estate agents. In addition, as customers called the EarthAmerica service centers for septic service, we offered an annual service plan to handle their septic pumping and maintenance needs. While this approach to restaurant and residential customers appears to have the potential to succeed, these programs are still early in their implementation and have not had an appreciable positive effect on our financial results. During 1999, our management team believed that the EarthAmerica restaurant and residential services could be expanded further nationally by acquiring other NLW companies and using their operating platforms to help the growth of EarthAmerica. As a result, we identified the used oil recycling and processing line of business as one that might complement EarthAmerica's existing lines of business. In 1999 and 2000, we completed the acquisitions of International Petroleum Corporation and Magnum Environmental and integrated these operations into our EarthLiquids division. To date, these acquisitions have not provided any additional growth for the EarthAmerica restaurant and residential service, although the EarthLiquids division has been a profitable division. In order to finance the EarthAmerica and EarthLiquids acquisitions and to finance the EarthAmerica sales and marketing efforts and the EarthAmerica operating losses, we relied on a combination of senior and subordinated debt. During 1999 and 2000, our overall operating results, primarily affected by the negative operating results of EarthAmerica, were not adequate to sustain the level of debt financing required. While we were able to service cash interest expense during this period, we were not able to meet the financial performance criteria demanded by Bank of America, N.A. and Fleet Bank, N.A. (the "Senior Lenders"). For each quarter from December 31, 1999 through December 31, 2000, we were not in compliance with the financial covenants required by our Senior Lenders. During the second quarter of 2000, Donald Moorehead, our Chairman, and Raymond Cash, our Vice Chairman, agreed to personally guarantee our Senior Credit Facility for $20 million. In addition, if we were not able to raise certain amounts of equity or debt capital by certain dates, each of these individuals was required to provide liquid collateral to our Senior Lenders. We were not able to raise the additional equity or debt capital by the end of the third quarter of 2000. At that time, Donald Moorehead agreed to guarantee an additional $40 million of the Senior Credit Facility. During the fourth quarter of 2000, Donald Moorehead provided liquid collateral to the Senior Lenders of approximately $17 million, Raymond Cash provided liquid collateral of $10 million and a private investor provided liquid collateral of $3 million. During the third and fourth quarters of 2000, the Senior Credit Facility was paid down by $8 million. This $8 million was financed by selling $5 million of common stock and $3 million of 10% convertible preferred stock to Donald Moorehead. During the third quarter of 2000, our executive management team and Board of Directors discussed strategic plans for EarthCare and agreed that the NSW industry provided a line of business that could generate a more consistent revenue stream, cash flows and earnings than the NLW industry, specifically the EarthAmerica division. Our executive management team had extensive experience in the solid waste industry and a proven track record of managing growing profitable operations. In our Form 10-Q for the third quarter of 2000, we disclosed our intent to focus our future management and financial resources on the NSW industry and that we would explore strategic and financing alternatives for our NLW lines of business. In July 2000, we acquired a minority interest in Liberty Waste, Inc., an NSW collection transfer and disposal company operating in Hillsborough County, Florida, by issuing 356,000 shares of our common stock to certain minority shareholders of Liberty Waste. In December 2000, we completed the acquisition of Liberty Waste, Inc., by issuing 520,100 shares of our common stock and by exchanging $5,915,000 of our 10% preferred stock for an equal amount of Liberty Waste's subordinated debt. EarthCare also assumed the senior debt and equipment and mortgage notes payable of Liberty Waste. Following the acquisition, Liberty Waste changed its name to EarthCare Resource Management of Florida, Inc. ("ERMF"). During 2000, EarthCare recognized as income approximately $702,000 in management 4 5 fees paid by Liberty Waste. These fees helped support the ongoing operations of EarthCare. ERMF is financed as a stand-alone subsidiary of EarthCare and is not a party to EarthCare's Senior Credit Facility. EarthCare and ERMF have agreed not to guarantee each other's debt and not to provide permanent financing to each other as long as there are amounts outstanding under EarthCare's Senior Credit Facility. As part of the third amendment to our Senior Credit Facility entered into in April 2001 (the "Third Amendment"), we agreed to sell our EarthAmerica division by April 30, 2001 and our EarthLiquids division by May 31, 2001. We agreed that, if our EarthLiquids division were not sold by that date, we would hire a financial advisor acceptable to our Senior Lenders to handle the sale of our EarthLiquids division. Since we were not able to raise additional equity or debt capital at that time, since we were not able to obtain additional senior bank financing from our Senior Lenders without additional collateral, and since our significant stockholders, Donald Moorehead and Raymond Cash, were not willing to provide additional collateral to support our Senior Credit Facility, our executive management team and our Board of Directors approved plans to dispose of our EarthAmerica and EarthLiquids divisions. We entered into negotiations with two different strategic buyers for the sale of these divisions. Based on the state of the discussions and negotiations with the strategic buyers, before the Third Amendment was completed, EarthCare's executive management team and Board of Directors concluded that these sales would provide the maximum stockholder value in the near to mid-term. RECENT DEVELOPMENTS During the third quarter of 2000, our management group and Board of Directors decided to focus our future management and financial resources principally on the NSW business in an effort to build a stronger company with more predictable revenue, earnings and cash flows. As part of this change of focus, we sold our environmental compliance software company, Allen Tate Commercial Software LLP, during the fourth quarter of 2000 to a private company owned by William Addy, one of our executive officers. We began exploring certain financing and strategic alternatives for our EarthAmerica and EarthLiquids divisions. On April 12, 2001, our Board of Directors approved a plan to sell both divisions. We are currently negotiating the sale of the EarthAmerica division's business units to several strategic buyers. We expect to complete these sales, subject to normal terms and conditions, during the third and fourth quarters of 2001. We have also engaged a financial advisor to assist us with the orderly sale of our EarthLiquids division and are negotiating the sale of the EarthLiquids division with a strategic buyer. Subject to normal terms and conditions, we expect that this sale will be completed by the fourth quarter of 2001. Although we believe that these transactions will be completed, we cannot provide any assurance that these transactions will be completed or that they will be completed at favorable terms. On April 16, 2001, we entered into the Third Amendment to our Senior Credit Facility. Pursuant to the Third Amendment, our lenders waived our lack of compliance with certain financial covenants, including (i) the monthly EBITDA (earnings before interest, taxes, depreciation and amortization) requirement; and (ii) the requirement that our Chairman provide all of his required $25.0 million collateral by December 31, 2000 pursuant to the terms of certain guaranty agreements. In addition, the Third Amendment required that we sell (x) our EarthAmerica division by April 30, 2001 and (y) our EarthLiquids division by May 31, 2001. Since we have not sold our EarthLiquids division by May 31, 2001, the Third Amendment required us to hire a financial advisor to assist us with an orderly sale of this division. The Third Amendment also requires that any net proceeds from the sale of our EarthAmerica and EarthLiquids divisions be used to pay down the outstanding balance of our Senior Credit Facility ($49.6 million as of July 13, 2001). We were not able to complete the sale of our EarthAmerica division by April 30, 2001. We are currently negotiating the sale of EarthAmerica's business units to several strategic buyers, and we expect to complete the sale of our EarthAmerica division business units during the third and fourth quarters of 2001. In addition, for the quarter ended March 31, 2001, our historical EBITDA from all of our operations, excluding EarthCare Solid Waste, amounted to $1,395,000, which was below the required level of $1,500,000. As of May 15, 2001, Donald Moorehead, our Chairman and Chief Executive Officer, was in 5 6 the process of finalizing the collateral required to be provided by him on or before May 15, 2001. As a result of all of the above, we were not in compliance with certain covenants in our Senior Credit Facility. As of April 30, 2001, we entered into a letter agreement with our Senior Lenders that provides that we may continue to borrow and repay amounts under our Senior Credit Facility until our Senior Lenders notify us otherwise. As part of this letter agreement, we acknowledged that we were not in compliance with certain covenants, specifically: (i) we had not completed the sale of our EarthAmerica division by April 30, 2001; (ii) we did not comply with the required minimum EBITDA levels for the quarter ended March 31, 2001; and (iii) our Chairman and Chief Executive Officer, Donald Moorehead, had not completed the delivery of the required $25.0 million in collateral. As a result of our non-compliance with these covenants, we are currently in default under our Senior Credit Facility. We are in the process of negotiating a waiver and amendment to our Senior Credit Facility and expect to have such waiver and amendment completed by July 31, 2001. As a result of our being in default under our Senior Credit Facility, we are also in default under the agreements governing our 10% debentures, 12% debentures, the Sanders Morris Harris bridge loan and the Sagemark Capital loan. These agreements provide for a period of time to cure our default under the Senior Credit Facility before these debt holders may take action, including declaring the principal balance thereunder immediately due and payable. We have given notice to the holders of these debt securities of our default under the Senior Credit Facility. The holders of the 10% and 12% debentures have up to 90 days before the holders may take any action if we have not cured our Senior Credit Facility default. Sagemark Capital has 15 days to notify us if they intend to take action. The Sanders Morris Harris bridge loan agreement provides that the holders must be notified of a default, but the agreement does not provide any time period for action. Although we expect to enter into a waiver and amendment to our Senior Credit Facility under terms that are satisfactory to us by July 31, 2001, we can provide no assurance that we will enter into a waiver and amendment by that date or a later date. In addition, we can provide no assurance that the holders of the 10% debentures, the 12% debentures, the Sanders Morris Harris bridge loan and the Sagemark capital loan will not exercise their rights and demand accelerated payment once the respective periods of time for action on their behalf have elapsed. As a result of our non compliance with certain covenants in the Senior Credit Facility and because we expect to repay our Senior Credit Facility by the fourth quarter of 2001 following the sale of our EarthAmerica and EarthLiquids divisions, we have included the entire outstanding balance in our Senior Credit Facility as current indebtedness. Since we have 90 days to cure our default under the Senior Credit Facility and since we expect to complete a waiver and amendment to the Senior Credit Facility by July 31, 2001, we continue to report the 10% Debentures and 12% Debentures as long-term liabilities. Our Senior Lenders have indicated that they will not provide additional debt financing to support our acquisition strategy in the NSW industry if we have not sold our EarthAmerica and our EarthLiquids divisions. If we are unable to sell our EarthAmerica and our EarthLiquids divisions to the current prospective buyers, we will pursue other buyers for the divisions, as required by the Third Amendment. To the extent that our management is required to devote additional effort to the sale of these two divisions, our ability to develop our NSW business will be limited. On June 5, 2001, our common stock was delisted from the Nasdaq National Market because, among other reasons, our common stock had not traded above the minimum $5 bid price, did not have a current market capitalization exceeding $35 million, and had not had a market value for shares held by non-affiliates exceeding $15 million. Our independent accountants have expressed substantial doubt about EarthCare's ability to continue as a going concern. We believe that EarthCare is a going concern. We believe that we have implemented a plan that will allow EarthCare to continue as a going concern focused on the solid waste industry. Our plans to improve the cash flow from operations and reduce our debt level are discussed herein and include the steps shown below: o reducing the operating expenses (in addition to personnel reductions that have occurred in the fourth quarter of 2000) including the integration of certain management and administrative functions; 6 7 o managing working capital to improve cash flow from operating activities; o selling the EarthAmerica and EarthLiquids divisions; o refinancing certain existing debt; and o raising additional debt and equity capital. We can provide no assurance that we will be successful implementing the changes necessary to accomplish these objectives, or if we are successful, that the changes will help us improve our cash flow and reduce our debt. 7 8 PART I - FINANCIAL INFORMATION ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EARTHCARE COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements. 8 9 EARTHCARE COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

See accompanying notes to consolidated financial statements. 9 10 EARTHCARE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to consolidated financial statements. 10 11 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) 1. BUSINESS AND BASIS OF PRESENTATION EarthCare Company (the "Company" or "EarthCare") is a publicly traded company whose common stock is currently traded on the OTC Bulletin Board under the symbol "ECCO.OB". EarthCare and its subsidiaries are engaged in three non-hazardous waste divisions. Our EarthCare Solid Waste division provides collection, transfer and disposal of non-hazardous solid waste ("NSW") in Hillsborough County, Florida, the adjoining counties and Palm Beach County, Florida. Our EarthAmerica division provides non-hazardous liquid waste ("NLW") collection, processing, treatment, disposal, bulk transportation, pumping, plumbing and maintenance services from its operating locations in New York, New Jersey, Pennsylvania, Florida, Georgia and Texas. Our EarthLiquids division provides NLW used oil and oily wastewater recovery and treatment services in Florida, Delaware, Louisiana, Maryland, New Jersey and Pennsylvania. EarthLiquids also sells refined oil derived from used oil and oily wastewater. We have restated the consolidated financial statements for the three months ended March 31, 2000 to reflect the discontinued operations of our EarthAmerica, EarthLiquids and Allen Tate divisions. Our discontinued operations are discussed further in Note 3. CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements comprise the accounts of EarthCare and its wholly owned subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. RECLASSIFICATIONS We have reclassified certain amounts in the balance sheet at December 31, 2000 and the statements of operations for the three months ended March 31, 2000, none of which affect the net loss for those periods, in order to be consistent with the presentation of the March 31, 2001 financial statements. 2. RECENT DEVELOPMENTS We are currently negotiating the sale of the EarthAmerica division's business units to several strategic buyers. Subject to normal terms and conditions, we expect that these sales will be completed during the third and fourth quarters of 2001. We have also engaged a financial advisor to assist us with the orderly sale of our EarthLiquids division and are negotiating the sale of the EarthLiquids division with a strategic buyer. Subject to normal terms and conditions, we expect that this sale will be completed by the fourth quarter of 2001. On April 16, 2001, we entered into the Third Amendment to our Senior Credit Facility. Pursuant to the Third Amendment, our lenders waived our lack of compliance with certain financial covenants, including (i) the monthly EBITDA requirement; and (ii) the requirement that our Chairman provide the remainder of his required $25.0 million of collateral by December 31, 2000 pursuant to the terms of certain guaranty agreements. In addition, the Third Amendment requires us to sell both (x) our EarthAmerica division by April 30, 2001 and (y) our EarthLiquids division by May 31, 2001. Since we have not sold our EarthLiquids division by May 31, 2001, the Third Amendment requires us to hire a financial advisor to assist us with an orderly sale of this division. The Third Amendment also requires that any net proceeds from the sale of our EarthAmerica and EarthLiquids divisions be used to pay down the outstanding balance of our Senior Credit Facility ($49.6 million as of July 13, 2001). As discussed more fully in Note 6, we were not in compliance with certain covenants under our Senior Credit Facility as of March 31, 2001 and May 15, 2001. We have entered into a letter agreement with our Senior Lenders that allows us to continue to borrow and repay amounts under the Senior Credit Facility. We are in the process of negotiating a waiver of non-compliance and amendment with our Senior Lenders. 11 12 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) 3. DISCONTINUED OPERATIONS On April 12, 2001, our Board of Directors approved a plan to sell our EarthAmerica and our EarthLiquids divisions. We are currently negotiating to sell our EarthAmerica division's business units to several strategic buyers and our EarthLiquids divisions to one strategic buyers and we expect to complete these sales, subject to normal terms and conditions, during the third and fourth quarters of 2001. If we are unable to sell these two divisions to the two strategic buyers, we will pursue other buyers for these divisions, as required by our Senior Lenders. We have reported the net assets of these two divisions in our condensed consolidated balance sheets as "net assets of discontinued operations." We have reported the operating results of our EarthAmerica, EarthLiquids and Allen Tate divisions in our condensed consolidated statement of operations as "net income (loss) from discontinued operations." We have presented below a summary of the operating results from the discontinued operations for the three-month periods ended March 31, 2001 and 2000: 12 13 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued)

13 14 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) We have presented below a summary of the net assets of the discontinued operations as of March 31, 2001 and December 31, 2000:

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies we have followed to prepare the condensed consolidated financial statements are consistent with the accounting policies described in the Company's notes to consolidated financial statements in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2000. INTERIM FINANCIAL INFORMATION The accompanying interim financial statements and information are unaudited. We have omitted or condensed certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles, although we believe that the disclosures included herein are adequate to make the information presented not misleading. You should read these interim financial statements in conjunction with the Company's consolidated financial statements for the year ended December 31, 2000. We have included in the interim financial statements all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company's financial position, its results of operations and its cash flows. We do not believe that the operating results for any particular interim period are necessarily indicative of the operating results for a full year. We derived the financial information as of December 31, 2000 from our audited financial statements, which are included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2000. INCOME (LOSS) PER SHARE AND WEIGHTED SHARES We have not presented separate basic and diluted net loss per share information because the incremental shares used to determine net loss per share would be anti-dilutive. There is no difference between the basic and diluted weighted average shares for the periods presented. For the quarters ended March 31, 2001 and 2000, we excluded the following potentially dilutive common stock equivalents from our calculations of diluted shares: 14 15 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued)

PRO FORMA STATEMENT OF OPERATIONS In order to facilitate a comparison of our results from our continuing solid waste operations for the quarter ended March 31, 2001, we have included an unaudited pro forma statement of operations for our continuing solid waste operations for the quarter ended March 31, 2000. The pro forma statement of operations for the quarter ended March 31, 2000 included the historical results of operations of EarthCare Resource Management of Florida, Inc. ("ERMF"), our wholly owned solid waste subsidiary in Florida, which is a part of our EarthCare Solid Waste division, and our corporate office. In addition, we have included adjustments for the following items as if we had acquired ERMF on January 1, 2000: o Amortization of goodwill from our preliminary purchase price allocation and o Elimination of the management fee from ERMF to EarthCare. 5. ACQUISITIONS On April 2, 2001, we acquired the equipment and intangible assets of Palm Carting, Inc., a NSW collection company located in Palm Beach County, Florida for $350,000 in cash and future consideration of up to $250,000 to be paid in shares of our common stock if certain revenue targets are met, with the number of shares based upon the closing price of our common stock on the dates of measurement. Had we acquired this collection operation on January 1, 2001 or 2000, our pro forma results of operations would not have been significantly different from the results of operations disclosed herein. On March 5, 2001, we entered into an agreement to acquire all of the outstanding shares of LandComp Corporation ("LandComp"). LandComp owns and operates a solid waste landfill in LaSalle County, Illinois. As an inducement to enter into this acquisition, we loaned LandComp $1,055,000 and also agreed to a series of option payments that give EarthCare the right to complete this acquisition by the end of August 2001. At the closing of this acquisition, we expect to issue approximately 3,500,000 shares of our common stock. The completion of this acquisition is subject to normal terms and conditions, including EarthCare obtaining a letter of credit of $5.3 million as stand-by financing for an existing industrial revenue bond and EarthCare obtaining a $2.75 million closure post-closure bond required by the State of Illinois. EarthCare expects to complete this acquisition during the third quarter of 2001 after the sale of the EarthAmerica and EarthLiquids divisions. 15 16 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) 6. DEBT As of March 31, 2001 and December 31, 2000, our debt consisted of the following:

Senior Credit Facility Our Senior Credit Facility currently provides that, as of May 15, 2001, we may borrow up to $51,100,000 at prime (8.0%) plus 1 1/2%. The prime rate was 9.5 % at December 31, 2000 and was 8.0% as of May 15, 2001. The prime rate is based on the published rate of Bank of America N.A. On April 16, 2001, we entered into the Third Amendment to our Senior Credit Facility, with our Senior Lenders, Bank of America N.A. and Fleet Bank N.A, due to non-compliance with certain covenants as of December 31, 2000. The key terms of this amendment include the following: o Until we sell our EarthAmerica division, we must maintain a monthly EBITDA level of $500,000, excluding the operating results of ERMF but including the results of our discontinued operations. This requirement is reduced to $375,000 after the planned sale of the EarthAmerica division. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. o We must remit the proceeds from any asset sale, including the sale of our EarthAmerica and EarthLiquids divisions, directly to our Senior Lenders. o We issued warrants to purchase 75,000 shares of our common stock at a current exercise price of $1.05 to each of our Senior Lenders. As part of our Third Amendment, we agreed with our Senior Lenders to sell our EarthAmerica division by April 30, 2001 and our EarthLiquids division by May 31, 2001. If we have not sold the EarthLiquids division by May 31, 2001, we will be required to hire a financial advisor acceptable to our Senior Lenders to assist us with the sale of that division. Any net proceeds from the sale of either division, less $1.5 million for the sale of EarthAmerica and $2.0 million for the sale of EarthLiquids, must be used to pay down our Senior Credit Facility. We were not able to complete the sale of our EarthAmerica division by April 30, 2001 as required by the Third Amendment. We are currently negotiating the sale of EarthAmerica's business units to several strategic buyers, and we expect to complete the sale of our EarthAmerica division business units during the third and fourth quarters of 2001. In addition, we are currently negotiating the sale of our EarthLiquids division with another strategic buyer. However, we were not able to complete the sale of our EarthLiquids division by May 31, 2001. For the quarter ended March 31, 2001, our historical EBITDA from all of our operations, excluding ERMF, amounted to approximately $1,395,000, which was below the required level of $1,500,000. In addition, as of May 15, 2001, Donald Moorehead, our Chairman and Chief 16 17 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) Executive Officer, was in the process of finalizing the agreements regarding the $25.0 million collateral required to be provided by him on or before May 15, 2001. As a result of all of the above, we were not in compliance with certain covenants in our Senior Credit Facility. As of April 30, 2001, we entered into a letter agreement with our Senior Lenders that provides that we may continue to borrow and repay amounts under our Senior Credit Facility until our Senior Lenders notify us otherwise. As part of this letter agreement, we acknowledged that we were not in compliance with certain covenants, specifically: (i) we had not completed the sale of our EarthAmerica division by April 30, 2001; (ii) we did not comply with the required minimum EBITDA levels for the quarter ended March 31, 2001; and (iii) our Chairman and Chief Executive Officer, Donald Moorehead, had not completed the delivery of the required $25.0 million in collateral. As a result of our non-compliance with these covenants, we are currently in default under our Senior Credit Facility. We are in the process of negotiating a waiver and amendment to our Senior Credit Facility and expect to have such waiver and amendment completed by July 31, 2001. As a result of our being in default under our Senior Credit Facility, we are also in default under the agreements governing the 10% Debentures, the 12% Debentures, the Sanders Bridge Loan and the Sagemark Loan. These agreements provide for a period of time to cure our default under the Senior Credit Facility before these debt holders may take action, including declaring the principal balance thereunder immediately due and payable. We have given notice to the holders of these debt securities of our default under the Senior Credit Facility. The holders of the 10% and 12% Debentures have up to 90 days before the holders may take any action if we have not cured our Senior Credit Facility default. Sagemark Capital has 15 days to notify us if they intend to take action. The Sanders Bridge Loan agreement provides that the holders must be notified of a default, but the agreement does not provide any time period for action. Although we expect to enter into a waiver and amendment to our Senior Credit Facility under terms that are satisfactory to EarthCare by July 31, 2001, we can provide no assurance that we will enter into a waiver and amendment by that date or a later date. In addition, we can provide no assurance that the holders of the 10% Debentures, the 12% Debentures, the Sanders Bridge Loan and the Sagemark Loan will not exercise their rights and demand accelerated payment once the respective periods of time for action on their behalf have elapsed. As a result of our non compliance with certain covenants in the Senior Credit Facility and because we expect to repay our Senior Credit Facility by the third quarter of 2001 following the sale of the EarthAmerica and EarthLiquids divisions, we have included the entire outstanding balance in our Senior Credit Facility as current indebtedness. Since we have 90 days to cure our default under the Senior Credit Facility and since we expect to complete a waiver and amendment to the Senior Credit Facility by July 31, 2001, we continue to report the 10% Debentures and 12% Debentures as long-term liabilities. Our Senior Credit Facility is personally guaranteed in its entirety by our Chairman and is personally guaranteed for $20,000,000 by our Vice Chairman. In addition, our Chairman has provided approximately $20,000,000 of collateral and our Vice Chairman has provided approximately $10,000,000 of collateral to support our Senior Credit Facility. We have entered into various short-term fixed interest rate swap contracts covering $30,000,000 of our Senior Credit Facility. We record and pay interest expense at the fixed rate provided of 10.0%. Fees associated with these swap contracts are charged to interest expense as incurred. ERMF Senior Debt We have a revolving line of credit and a mortgage note payable ("ERMF Senior Debt") agreement with CIB Marine Bank ("CIB Marine"). We may borrow up to $6,000,000 under the revolving line of credit based on certain asset levels. We pay interest at prime plus 1 1/2% monthly in cash. In addition, we are obligated to make monthly payments of $55,600 on the mortgage note payable. We have provided CIB Marine with a security interest in all of the assets of ERMF, except for the stock of and the assets owned by 17 18 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) EarthCare Resource Management of South Florida, Inc. ("ERMSF") and EarthCare Acquisition Sub, Inc. ("EAS"), both wholly owned subsidiaries of ERMF. In addition, we have provided CIB Marine with a security interest in 57% of the outstanding common stock of ERMF. We have provided our Senior Lenders with a security interest in 43% of the outstanding common stock of ERMF. We are obligated to maintain an EBITDA to debt service coverage of 1.25 for each year. We did not comply with certain covenants in the ERMF senior debt agreement relating to certain financial ratios for the year ended December 31, 2000 and the quarter ended March 31, 2001. The ERMF Senior Debt is due June 30, 2001. CIB Marine Bank has orally indicated that they do not plan to request accelerated payment on the ERMF Senior Debt. Since the ERMF Senior Debt is due within one year, we have included the ERMF Senior Debt in the current portion of long-term debt. We are currently negotiating with CIB Marine for a long-term financing agreement. ERMF Subordinated Debt On December 4, 2000, we borrowed $3,000,000 pursuant to a new subordinated loan ("ERMF Subordinated Debt") from Donald Moorehead, our Chairman, as part of a related financing transaction. At the same time, our Chairman borrowed $3,000,000 from a private lender. The terms of our subordinated loan are identical to the terms of the loan from the private lender to our Chairman. We used the proceeds from this loan to pay down our Senior Credit Facility. We are obligated to pay interest at the rate of 10.9% per year under this loan until June 13, 2001, after which time we are obligated to pay interest at 24% per year. We were also obligated to pay $150,000 in fees and an additional $218,000 in interest in April 2001. We were also obligated to pay a $150,000 placement fee in April 2001 to a private individual who arranged this loan. As of May 15, 2001, we have not paid the fees or the additional interest. We have paid the regularly scheduled interest on the ERMF Subordinated Debt on a timely basis. Our Chairman has personally guaranteed the loan to the private lender and has provided collateral of approximately $7,000,000 consisting of shares of our 10% mandatory redeemable convertible preferred stock ("10% Preferred"). ERMF Other Debt We have five separate notes payable used to finance vehicle and equipment purchases. The vehicles and equipment that were financed collateralize all the notes. We pay interest on these notes ranging from 7.82% to 10% per year. ERMF's President provided $35,000 of financing for one of the notes payable. Our Chairman guarantees one of the notes payable. In November 2000, we obtained a mortgage note payable for $400,000 to finance the acquisition of our principal operating location in Tampa, Florida. We pay interest monthly at a rate of 9.75% per year and the land and building in Tampa, Florida collateralize the mortgage note payable. 12% Debentures On February 16, 2000, we completed a $20,000,000 private placement of our 12% subordinated debentures, due March 30, 2008 (the "12% Debentures"), including issuance of warrants to purchase 400,000 shares of EarthCare's common stock. We placed the 12% Debentures with the following related parties: o Donald Moorehead, Chairman and Chief Executive Officer - $7,500,000, o Moorehead Charitable Remainder Trust, for which Donald Moorehead is the trustee - $1,500,000, o Cash Family Limited Partnership, an affiliate of Raymond Cash, Vice Chairman - $7,500,000, o Founders Equity Group, - $1,000,000, o George Moorehead, brother of Donald Moorehead - $1,500,000, and o An individual investor who has provided collateral for our Senior Credit Facility - $1,000,000. The 12% Debentures mature March 30, 2008 and accrue interest at 12% per year from the date of the sale, payable semi-annually on September 30 and March 30 of each year. The first interest payment 18 19 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) due September 30, 2000 was deferred to March 31, 2001, and in return for such deferral, we issued additional warrants to purchase 400,000 shares of our common stock. We may pay interest on the 12% Debentures by issuing our common stock. The number of shares issued is determined by dividing the interest payable by the closing price of our common stock on the day the interest is paid. On March 31, 2001, we determined that 3,090,966 shares of EarthCare's common stock were to be issued at a market value of $1.047 per share for the first interest payment on the 12% Debentures. We issued these shares on April 25, 2001. 10% Debentures On October 11, 1999, we completed a $15,000,000 private placement of our 10% convertible subordinated debentures ("10% Debentures"), due October 31, 2006. We placed $7,887,000 of our 10% Debentures with the following related parties: o Donald Moorehead, Chairman and Chief Executive Officer, and his immediate family - $3,537,000, o Raymond Cash, Vice Chairman - $2,000,000, o George Moorehead, brother of Donald Moorehead - $1,250,000, o Certain principals of the investment bank, Sanders Morris Harris, and their immediate families - $1,075,000, and o Founders Equity Group, an investment bank to whom Donald Moorehead provided debt and equity financing - $25,000. Interest is payable quarterly at the rate of 10% per year on the 10% Debentures. From the closing through October 2001, interest is payable in kind by issuing additional 10% Debentures. For the two years ending October 2003, interest may be paid in cash if permitted by our Senior Lenders, otherwise interest is payable in additional debentures. For the last three years, interest is payable in cash. The terms of the 10% Debentures provided for an adjustment to the conversion price up to July 8, 2001. The holders of the 10% Debentures may convert the 10% Debentures into shares of our common stock at a rate of $1.05 per share. Based on the balance of the 10% Debentures at March 31, 2001, if the holders converted their 10% Debentures, they would receive 16,293,777 shares of our common stock. On March 31, 2001, we issued an additional $411,701 of our 10% Debentures as interest payments. We may call the 10% Debentures at any time, and we are required to redeem the 10% Debentures on October 31, 2006. ERMSF Bridge Loans On March 5, 2001, ERMSF obtained a $2,500,000 loan (the "Sanders Bridge Loan") in a private placement by Sanders Morris Harris, an investment-banking firm. We agreed to pay interest at 14% per year payable monthly in cash. Because we did not repay the loan on April 30, 2001, our current interest will be payable at a rate of 18% per year payable monthly in cash. We issued the private lenders 100,000 shares of our common stock at the time of the loan closing. For each month after April 30, 2001 that any amount remains payable under the Sanders Bridge Loan, we are obligated to issue an additional 100,000 shares of our common stock. Because we did not repay the Sanders Bridge Loan by the required date, we issued 100,000 shares of our common stock on May 1, 2001. Our Chairman has personally guaranteed the Sanders Bridge Loan and has provided collateral of $500,000. In addition, we have provided the common stock of ERMSF and EAS as collateral for the Sanders Bridge Loan. We have also provided a security interest in all the assets of ERMSF and EAS. On April 11, 2001, ERMSF obtained a $1,500,000 convertible loan from Sagemark Capital (the "Sagemark Loan") in a private placement. The loan may be converted into our common stock at a current conversion price of $1.05 per share, which conversion price is protected against dilution. Our Chairman is a limited partner in Sagemark Capital. Our Chairman does not control Sagemark Capital and does not have any beneficial ownership in the shares into which the loan may be converted. We agreed to pay interest at 14% per year payable monthly in cash. In addition, we issued a warrant to purchase 680,000 shares of 19 20 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) common stock at $0.001 per share. The warrant vested one half at closing and the remainder will vest on October 3, 2001 if the loan is not fully repaid by such date. Our Chairman has personally guaranteed the Sagemark Loan and we have agreed not to pledge any additional assets of ERMF or EAS. Sagemark Capital may convert the loan into shares of EarthCare's common stock at a conversion price of $1.05, which price is protected against dilution. 7. STOCKHOLDERS' EQUITY COMMON STOCK As part of our closing of the Sanders Bridge Loan in March 2001, we issued 100,000 shares of common stock to the holders of the Sanders Bridge Loan. Since March 2001, we have issued an additional 300,000 shares to the same holders because we had not fully repaid the Sanders Bridge Loan by April 30, 2001. In addition, in January 2001, we issued 766 shares of our common stock to a holder of our 10% Debentures in connection with the conversion of $2,756 of our 10% Debentures. OPTIONS From January 1, 2001 through May 15, 2001, there was no activity related to our options to acquire common stock. WARRANTS As of May 15, 2001, warrants to purchase 2,399,404 shares of our common stock were outstanding at an average exercise price of $1.71. We issued these warrants as follows: o April 16, 2001 - warrants to purchase up to 150,000 shares of our common stock with an exercise price of $3.60 per share were issued to our Senior Lenders, Bank of America N.A. and Fleet Bank N.A., in connection with our Third Amendment to our Senior Credit Facility. These warrants contain dilution protection and are currently exercisable at $1.05 per share. o April 4, 2001 - warrants to purchase up to 680,000 shares of our common stock with an exercise price of $0.001 per share were issued to Sagemark Capital in connection with the Sagemark Loan. These warrants vested one half in April 2001 and the remainder will vest on October 3, 2001 if the Sagemark Loan is not fully repaid at that time. o September 30, 2000 - warrants to purchase up to 400,000 shares of our common stock were issued to the holders of our 12% Debentures. These warrants were issued in connection with a deferral of the interest payment on the 12% Debentures due September 30, 2000. These warrants contain dilution price protection and are currently exercisable at $1.05 per share. The original exercise price was $5.00 per share. o July 1, 2000 - warrants to purchase 50,000 shares of our common stock with an exercise price of $7.81 per common share were issued to a former employee and consultant in connection with the settlement of a litigation matter. o June 30, 2000 - warrants to purchase up to 200,000 shares of our common stock were issued to Founders Equity Group, an investment bank, in connection with a private placement of 599,807 shares of our common stock. These warrants contain dilution price protection and are currently exercisable at $1.05 per share. o May 25, 2000 - warrants to purchase up to 75,000 shares of our common stock with an exercise price of $7.00 per common share were issued to three current directors and two former directors. The warrants issued to former directors replaced options previously held by those directors. o February 16, 2000 - warrants to purchase up to 400,000 shares of our common stock with a current exercise price of $1.05 per share were issued to the holders of our 12% Debentures. These warrants were issued in connection with our private placement of our 12% Debentures. These warrants contain dilution protection. 20 21 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) o November 1999 and January 2000 - warrants to purchase up to 117,424 shares of our common stock were issued to Sanders Morris Harris, at an exercise price of $11.50 per common share. The warrants are currently exercisable at $1.05 per common share and contain dilution protection. o November 1999 and January 2000 - warrants to purchase up to 13,011 shares of our common stock were issued to Founders Equity Group, at an exercise price of $11.50 per common share. The warrants are currently exercisable at $1.05 per common share and contain dilution protection. o May 1, 1999 - warrants to purchase up to 10,000 shares of our common stock were issued to one of our Senior Lenders, Fleet Bank N.A., at an exercise price of $15.50 per common share. As part of our Third Amendment, the exercise price for these warrants was reduced to $3.60 per share. These warrants contain dilution protection and are currently exercisable at $1.05 per share. o April 1, 1999 - warrants to purchase up to 35,000 shares of our common stock were issued to one of our Senior Lenders, Bank of America N.A., at an exercise price of $14.00 per common share. As part of our Third Amendment, the exercise price for these warrants was reduced to $3.60 per share. These warrants contain dilution protection and are currently exercisable at $1.05 per share. o June 1, 1998 - warrants to purchase up to 50,000 shares of our common stock were issued to one of our Senior Lenders, Bank of America N.A., at an exercise price of $13.00 per common share. As part of our Third Amendment, the exercise price for these warrants was reduced to $3.60 per share. These warrants contain dilution protection and are currently exercisable at $1.05 per share. o April 1, 1998 - warrants to purchase 500,000 shares of our common stock at an exercise price of $5.80 per common share were issued to former shareholders of our predecessor company, Microlytics, Inc., in connection with our reverse merger. As of March 31, 2001, 163,969 warrants are still outstanding. Since April 1, 1998, the holders of these warrants have exercised their rights to purchase 336,031 shares of common stock for cash. o January 1, 1998 - warrants to purchase 55,000 shares of our common stock at an exercise price of $14.50 were issued to shareholders of a private company in Houston in order to acquire the right to use the name "EarthCare" and its derivatives on a non-exclusive basis. 8. SEGMENT INFORMATION During 2001, our continuing operations consisted of our solid waste collection, transfer and disposal activities, which constitute a single segment. As a result, we have not provided separate segment disclosures. 9. PROPERTY, PLANT AND EQUIPMENT Our property, plant and equipment consists of the following as of March 31, 2001 and December 31, 2000:

21 22 EARTHCARE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited and continued) 10. ACCRUED LIABILITIES Our accrued liabilities consist of the following as of March 31, 2001 and December 31, 2000:

11. RELATED PARTY TRANSACTIONS Included in other assets at March 31, 2001 and December 31, 2000 is a $500,000 note receivable due from Solid Waste Ventures, Inc. ("SWV"), a privately owned company that is in part financed by Donald Moorehead, our Chairman and Chief Executive Officer. SWV was the former majority owner of ERMF. Included in accounts receivable at March 31, 2001 and December 31, 2000 is approximately $93,000 and $24,000, respectively, due from ISN Software, a private company owned in part by William Addy, our Vice President and one of our directors. During the three months ended March 31, 2001, we incurred fees of $202,500 for information services provided by ISN Software. In addition, we incurred costs of $346,000 for telecommunication charges and employees leased by ISN Software from EarthCare, which costs were billed to ISN Software. 22 23 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS EarthCare Company ("EarthCare" or the "Company") is a publicly traded company whose common stock is currently traded on the OTC Bulletin Board under the symbol "ECCO.OB". EarthCare and its subsidiaries are engaged in three non-hazardous waste divisions. Our EarthCare Solid Waste division provides collection, transfer and disposal of non-hazardous solid waste ("NSW") in Hillsborough County, Florida, the adjoining counties and Palm Beach County, Florida. Our EarthAmerica division provides non-hazardous liquid waste ("NLW") collection, processing, treatment, disposal, bulk transportation, pumping, plumbing and maintenance services from its operating locations in New York, New Jersey, Pennsylvania, Florida, Georgia and Texas. Our EarthLiquids division provides NLW used oil and oily wastewater recovery and treatment services in Florida, Delaware, Louisiana, Maryland, New Jersey and Pennsylvania. EarthLiquids also sells refined oil derived from used oil and oily wastewater. RECENT DEVELOPMENTS During the third quarter of 2000, our management group and Board of Directors decided to focus our future management and financial resources principally on the NSW business in an effort to build a stronger company with more predictable revenue, earnings and cash flows. As part of this change of focus, we sold our environmental compliance software company, Allen Tate Commercial Software LLP, during the fourth quarter of 2000 to a private company owned by William Addy, one of our executive officers. We began exploring certain financing and strategic alternatives for our EarthAmerica and EarthLiquids divisions. On April 12, 2001, our Board of Directors approved a plan to sell both divisions. We are currently negotiating the sale of the EarthAmerica division's business units to several strategic buyers. We expect to complete these sales, subject to normal terms and conditions, during the third and fourth quarters of 2001. We have also engaged a financial advisor to assist us with the orderly sale of our EarthLiquids division and are negotiating the sale of the EarthLiquids division with a strategic buyer. Subject to normal terms and conditions, we expect that this sale will be completed by the fourth quarter of 2001. Although we believe that these transactions will be completed, we cannot provide any assurance that these transactions will be completed or that they will be completed at favorable terms. On April 16, 2001, we entered into the Third Amendment to our Senior Credit Facility. Pursuant to the Third Amendment, our lenders waived our lack of compliance with certain financial covenants, including (i) the monthly EBITDA (earnings before interest, taxes, depreciation and amortization) requirement; and (ii) the requirement that our Chairman provide all of his required $25.0 million collateral by December 31, 2000 pursuant to the terms of certain guaranty agreements. In addition, the Third Amendment required that we sell (x) our EarthAmerica division by April 30, 2001 and (y) our EarthLiquids division by May 31, 2001. Since we have not sold our EarthLiquids division by May 31, 2001, the Third Amendment required us to hire a financial advisor to assist us with an orderly sale of this division. The Third Amendment also requires that any net proceeds from the sale of our EarthAmerica and EarthLiquids divisions be used to pay down the outstanding balance of our Senior Credit Facility ($49.6 million as of July 13, 2001). We were not able to complete the sale of our EarthAmerica division by April 30, 2001. We are currently negotiating the sale of EarthAmerica's business units to several strategic buyers, and we expect to complete the sale of our EarthAmerica division business units during the third and fourth quarters of 2001. In addition, for the quarter ended March 31, 2001, our historical EBITDA from all of our operations, excluding EarthCare Solid Waste, amounted to $1,395,000, which was below the required level of $1,500,000. As of May 15, 2001, Donald Moorehead, our Chairman and Chief Executive Officer, was in the process of finalizing the collateral required to be provided by him on or before May 15, 2001. As a result of all of the above, we were not in compliance with certain covenants in our Senior Credit Facility. 23 24 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) As of April 30, 2001, we entered into a letter agreement with our Senior Lenders that provides that we may continue to borrow and repay amounts under our Senior Credit Facility until our Senior Lenders notify us otherwise. As part of this letter agreement, we acknowledged that we were not in compliance with certain covenants, specifically: (i) we had not completed the sale of our EarthAmerica division by April 30, 2001; (ii) we did not comply with the required minimum EBITDA levels for the quarter ended March 31, 2001; and (iii) our Chairman and Chief Executive Officer, Donald Moorehead, had not completed the delivery of the required $25.0 million in collateral. As a result of our non-compliance with these covenants, we are currently in default under our Senior Credit Facility. We are in the process of negotiating a waiver and amendment to our Senior Credit Facility and expect to have such waiver and amendment completed by July 31, 2001. As a result of our being in default under our Senior Credit Facility, we are also in default under the agreements governing our 10% debentures, 12% debentures, the Sanders Morris Harris bridge loan and the Sagemark Capital loan. These agreements provide for a period of time to cure our default under the Senior Credit Facility before these debt holders may take action, including declaring the principal balance thereunder immediately due and payable. We have given notice to the holders of these debt securities of our default under the Senior Credit Facility. The holders of the 10% and 12% debentures have up to 90 days before the holders may take any action if we have not cured our Senior Credit Facility default. Sagemark Capital has 15 days to notify us if they intend to take action. The Sanders Morris Harris bridge loan agreement provides that the holders must be notified of a default, but the agreement does not provide any time period for action. Although we expect to enter into a waiver and amendment to our Senior Credit Facility under terms that are satisfactory to us by July 31, 2001, we can provide no assurance that we will enter into a waiver and amendment by that date or a later date. In addition, we can provide no assurance that the holders of the 10% debentures, the 12% debentures, the Sanders Morris Harris bridge loan and the Sagemark capital loan will not exercise their rights and demand accelerated payment once the respective periods of time for action on their behalf have elapsed. As a result of our non compliance with certain covenants in the Senior Credit Facility and because we expect to repay our Senior Credit Facility by the fourth quarter of 2001 following the sale of our EarthAmerica and EarthLiquids divisions, we have included the entire outstanding balance in our Senior Credit Facility as current indebtedness. Since we have 90 days to cure our default under the Senior Credit Facility and since we expect to complete a waiver and amendment to the Senior Credit Facility by July 31, 2001, we continue to report the 10% Debentures and 12% Debentures as long-term liabilities. Our Senior Lenders have indicated that they will not provide additional debt financing to support our acquisition strategy in the NSW industry if we have not sold our EarthAmerica and our EarthLiquids divisions. If we are unable to sell our EarthAmerica and our EarthLiquids divisions to the current prospective buyers, we will pursue other buyers for the divisions, as required by the Third Amendment. To the extent that our management is required to devote additional effort to the sale of these two divisions, our ability to develop our NSW business will be limited. On June 5, 2001, our common stock was delisted from the Nasdaq National Market because, among other reasons, our common stock had not traded above the minimum $5 bid price, did not have a current market capitalization exceeding $35 million, and had not had a market value for shares held by non-affiliates exceeding $15 million. Our independent accountants have expressed substantial doubt about EarthCare's ability to continue as a going concern. We believe that EarthCare is a going concern. We believe that we have implemented a plan that will allow EarthCare to continue as a going concern focused on the solid waste industry. Our plans to improve the cash flow from operations and reduce our debt level are discussed herein and include the steps shown below: o reducing the operating expenses (in addition to personnel reductions that have occurred in the fourth quarter of 2000) including the integration of certain management and administrative functions; o managing working capital to improve cash flow from operating activities; o selling the EarthAmerica and EarthLiquids divisions; 24 25 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) o refinancing certain existing debt; and o raising additional debt and equity capital. We can provide no assurance that we will be successful implementing the changes necessary to accomplish these objectives, or if we are successful, that the changes will help us improve our cash flow and reduce our debt. RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2001 VS. THREE MONTHS ENDED MARCH 31, 2000 The results of operations are discussed in three sections: (i) historical results of continuing operations; (ii) pro forma results of continuing operations; and (iii) historical results of discontinued operations. During the discussion of results of operations and liquidity and capital resources, references to 2001 and 2000 are for the three months ended March 31, 2001 and 2000, respectively. HISTORICAL RESULTS OF CONTINUING OPERATIONS Our historical results of continuing operations are directly affected by our acquisition of ERMF on December 30, 2000. For our discussion of the results of operations, EarthCare's Solid Waste Division consists of the solid waste operations of ERMF in Hillsborough County, Florida and the surrounding counties. Our revenues increased by $5.3 million from 2000 to 2001, including an increase of $5.6 million due to the acquisition of ERMF, offset in part by a reduction of $280,000 in management fees from ERMF during 2000, which did not recur in 2001. The increase in cost of operations relates solely to the acquisition of ERMF. EarthCare's selling, general and administrative expense increased by $758,000, or 68.8%, from $1.1 million in 2000 to $1.9 million in 2001. ERMF's selling, general and administrative expense increased by $665,000 in 2001 as a result of our acquisition of ERMF. EarthCare's corporate selling, general and administrative expense remained relatively flat from 2000 to 2001. Interest expense increased by $1.2 million from 2000 to 2001 as a result of the assumption of ERMF's debt ($222,000), the Sanders Bridge Loan completed in March 2001 ($133,000), the interest incurred on ERMF's subordinated debt during 2001 ($600,000) and an increase in the overall level of EarthCare's debt ($202,000). Due to the loss generated during 2001, no tax provision was recorded. PRO FORMA RESULTS OF CONTINUING OPERATIONS On a pro forma basis, the results of continuing operations are summarized below as a percentage of revenue. 25 26 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The pro forma statement of operations for 2000 included the historical results of operations of ERMF and our corporate office. In addition, we have included adjustments for the following items as if we had acquired ERMF on January 1, 2000: o Amortization of goodwill from our preliminary purchase price allocation and o Elimination of the management fee from ERMF to EarthCare. Revenue increased by $1.5 million, or 36.9%, from $4.1 million in 2000 to $5.6 million in 2001, which increase is primarily attributable to an increase in the volume of our commercial collection and disposal services (32.9%) and to a lesser extent to a price increase for our services (4%). Our cost of operations increased by $704,000, or 23.6%, from $3.0 million in 2000 to $3.7 million in 2001, which increase is directly attributable to the increased revenue during 2001. As a percentage of revenue, our cost of operations declined by 7.0% from 72.6% in 2000 to 65.6% in 2001. We accomplished this reduction in large part due to improved route efficiencies as we expanded our commercial customer base. Selling, general and administrative expense increased by $0.5 million, from $1.4 million in 2000 to $1.9 million in 2001. ERMF's selling, general and administrative expense increased $373,000, or 127.7%, from $292,000 in 2000 to $665,000 in 2001 due to increases in sales personnel and sales commissions associated with the increase in volume and due to increased operating costs associated with implementing an organization infrastructure in Florida to manage ERMF's solid waste business. EarthCare's corporate selling, general and administrative expense remained relatively constant, increasing slightly from $1.1 million in 2000 to $1.2 million in 2001. Interest expense increased by $936,000, or 238.1%, from $393,000 in 2000 to $1.3 million in 2001, due to the higher level of EarthCare and ERMF debt outstanding after the first quarter of 2001 and the Sanders Bridge Loan and Sagemark Loan. HISTORICAL RESULTS OF DISCONTINUED OPERATIONS Summaries of the historical results of discontinued operations for our EarthAmerica and EarthLiquids divisions are presented on page 12 of this report. The results of each division are discussed separately. We have not discussed the operating results of our Allen Tate division as this operation was sold in October 2000. 26 27 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) EarthAmerica EarthAmerica's revenue decreased by $1.8 million, or 15.1%, from $12.0 million in 2000 to $10.2 million in 2001, which decline was due to the lingering effects of a weak yellow page advertising program that was not modified until the fourth quarter of 2000 and the first quarter of 2001 and a lower level of revenue from plumbing operations in 2001. EarthAmerica's cost of operations decreased by $847,000, or 10.8%, from $7.8 million in 2000 to $7.0 million in 2001 primarily as a result of the lower revenue volume. As a percentage of revenue, the cost of operations increased by 3.3% from 65.4% in 2000 to 68.7% in 2001 due to higher labor and fuel costs. EarthAmerica's selling, general and administrative expense decreased by $285,000, or 9.3%, from $3.1 million in 2000 to $2.8 million in 2001, due to reductions in personnel and sales and marketing costs. As a percentage of revenue, selling, general and administrative expense increased by 1.7% from 25.5% in 2000 to 27.2% in 2001 because a high proportion of these costs are fixed and do not vary directly with changes in revenue. Depreciation and amortization expense increased $231,000, or 34.6%, from $667,000 in 2000 to $898,000 in 2001 primarily as a result of the acquisition of All County Resource Management Corporation completed during 2000. Interest expense increased by $546,000, or 69.1%, in 2001 from $790,000 in 2000 to $1,336,000 in 2001 due to a combination of a higher level of debt outstanding during 2001 and the additional allocated debt needed to finance the operating results of EarthAmerica during 2000. EarthLiquids EarthLiquids' revenue increased by $2.9 million, or 37.9%, from $7.7 million in 2000 to $10.7 million in 2001, which increase was due to various factors: (i) a full quarter of revenue in 2001 for the IPC operation versus two months in 2000; (ii) an improvement in the price of our refined oil products; and (iii) an increase in the volume of products sold in 2001. EarthLiquids' cost of operations increased by $1.9 million, or 36.7%, from $5.1 million in 2000 to $7.0 million in 2001 primarily as a result of higher revenue. As a percentage of revenue, the cost of operations decreased by 0.5% from 65.9% in 2000 to 65.4% in 2001 due primarily to improved pricing for our refined products. EarthLiquids' selling, general and administrative expense increased by $150,000, or 10.6%, from $1.4 million in 2000 to $1.6 million in 2001, due primarily to the IPC acquisition and the addition of division management personnel. As a percentage of revenue, selling, general and administrative expense decreased by 3.6% from 18.3% in 2000 to 14.7% in 2001 because a high proportion of these costs are fixed and do not directly vary with a change in revenue. Depreciation and amortization expense increased $384,000, or 107.7%, from $357,000 in 2000 to $740,000 in 2001 primarily as a result of the acquisition completed during 2000. Interest expense increased by $219,000, or 29.1%, in 2001 from $751,000 in 2000 to $969,000 in 2001 due to a combination of a higher level of debt outstanding during 2001 offset by the cash flow generated by EarthLiquids which reduced its allocated debt. LIQUIDITY AND CAPITAL RESOURCES CASH FLOW - OPERATING ACTIVITIES During 2001, we used $428,000 in cash for all our operating activities. We generated $1.4 million in cash from our discontinued EarthAmerica and EarthLiquids divisions. We generated $1.0 million in cash from our continuing EarthCare Solid Waste and corporate operations. We incurred a loss of $1.7 million from our continuing operations. Our EarthCare Solid Waste operations generated adequate cash to fund its operating needs and service its debt, while our EarthLiquids and EarthAmerica divisions provided the cash needed to fund our corporate operations. During 2000, we used $4.4 million in cash for all our operating activities. We used $1.1 million in cash from our discontinued EarthAmerica and EarthLiquids divisions and funded these needs with borrowings under our debt agreements. We used $3.3 million in cash for our continuing EarthCare Solid Waste and corporate operations. We incurred a loss of $1.9 million from our continuing operations. 27 28 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) In order for EarthCare to continue to meet its current obligations prior to selling the EarthAmerica and EarthLiquids divisions, the operating results and cash flows for its EarthAmerica and its EarthLiquids divisions must remain at or improve from the levels attained during the first quarter of 2001. During the first quarter of 2001, we have generated cash from our discontinued operations to support the needs of our discontinued operations, to fund EarthCare's corporate costs and to service interest payments on our debt. During the first quarter of 2001, we have continued to aggressively manage the working capital of EarthCare in order to help generate an adequate level of cash for operating needs and to service our debt. We have deferred capital expenditures that are not critical to support known revenue, maintenance or safety needs. Working capital deficiency As of March 31, 2001, we had a working capital deficiency of approximately $24.4 million. Because the Third Amendment to our Senior Credit Facility requires us to sell our EarthAmerica and our EarthLiquids divisions, because we anticipate that we will sell both of these divisions during the year ending December 31, 2001 and because of our non-compliance with certain covenants in our Senior Credit Facility, we have included the entire outstanding balance of our Senior Credit Facility as current indebtedness. Our working capital deficiency includes $53.5 million of net assets for our discontinued EarthAmerica and EarthLiquids divisions and includes $50.1 million of debt outstanding under our Senior Credit Facility. Our working capital deficiency will likely increase following the sale of the EarthAmerica and EarthLiquids divisions. The current portion of long-term debt at March 31, 2001, includes the following amounts that management intends to refinance during 2001 on a long-term basis or repay during 2001 from other sources of cash financing, but we can provide no assurance that we will be able to do so: o $7.8 million due to one of ERMF's senior lenders - This senior lender has orally indicated a willingness to refinance this debt on a long-term basis when the current debt agreements expire in June 2001. o $4.0 million in bridge loans - We expect to refinance these loans with alternate sources of debt or equity capital. We also expect to repay one of these loans following the sale of our EarthAmerica and our EarthLiquids division. o $3.0 million in subordinated debt due to Donald Moorehead, our Chairman - This debt is in turn owed by Mr. Moorehead to a third party. This debt is not secured by any assets of the Company. If we don't repay the debt in full on or before June 13, 2001, we will incur interest at an annual rate of 24% payable monthly in cash. We intend to repay this obligation during 2001 with alternate sources of debt or equity capital. As of March 31, 2001, our accrued liabilities amounted to $18.4 million and included the following items that are not expected to be paid during 2001 or are intended to be refinanced during 2001 on a long-term basis, but have been classified as current liabilities for the reasons described: o $2.3 million for insurance - This represents insurance premium assessments due as the result of insurance audits. We are currently negotiating a payment plan for this liability, which if successfully negotiated would allow us to repay this amount over two to four years. o $2.8 million in accrued interest on our 12% subordinated debentures - This interest is payable in common stock and will not affect our cash flow. o $2.7 million in accrued environmental remediation costs - This amount consists primarily of environmental liabilities accrued for as part of the acquisition of EarthLiquids' subsidiary, International Petroleum Corporation. At the time the purchase price was finalized, we recorded a reserve for the estimated remediation costs associated with various sites, as the amount was estimable and probable of being paid. We have not been able to determine when such liability will be discharged and, as a result, have included the liability as a current liability. 28 29 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) o $1.75 million to cover the settlement of a dispute in arbitration. This amount was paid April 12, 2001 and was financed with $250,000 from our operating cash flow and $1.5 million from a bridge loan that is not due until April 2002. If we are unable to refinance our debt that is due during 2001 or if we are unable to defer the payment of our insurance or environmental liabilities mentioned above with cash during 2001, and if the cash flows from our operating activities are not adequate to fund these cash requirements, we will be unable to maintain our current operations without obtaining alternate sources of debt or equity capital, significantly reducing our operating expense or selling certain of our operating assets. Although we intend to refinance our debt that is due during 2001 and we intend to defer cash payments on our insurance and environmental liabilities during 2001, we can provide no assurance that we will be able to do so. Assuming that we have completed the sale of the EarthAmerica and the EarthLiquids divisions, our company will consist of our EarthCare Solid Waste division and our corporate office. In order to continue our operations, we will be required to either amend our existing Senior Credit Facility or seek new senior debt financing to finance our ongoing operations and our strategic and acquisition growth plans in the NSW industry. We also intend to raise additional equity or debt capital to support our growth plans. We can provide no assurance that we will be able to raise the necessary capital to support our NSW growth plans. If we are unable to raise the necessary capital to support our NSW growth plans, then we will continue to operate our EarthCare Solid Waste division and focus on internal growth funded by our operating cash flow. If our operating cash flow from our Solid Waste Division is not adequate to fund our internal growth, we will be required to reduce our operating expenses, most likely with personnel reductions and reductions in our corporate general and administrative expense. We may also be required to sell certain operating assets. CASH FLOW - INVESTING ACTIVITIES During 2001, we used $228,000 in cash for all our investing activities. We used $256,000 for capital expenditures for equipment for our EarthCare Solid Waste Division. We used $1.1 million for an inducement note receivable to LandComp in connection with a planned acquisition of this landfill company. We also used $445,000 as consideration to the LandComp shareholders for the option to acquire LandComp. In May 2001, we paid $100,000 to the LandComp shareholders, and we are obligated to pay them an additional $100,000 from June to July 2001 in order to retain our option to complete the LandComp acquisition by August 31, 2001. We collected $400,000 on January 5, 2001 as repayment of an advance on December 30, 2000 to Donald Moorehead, our Chairman and Chief Executive Officer. We generated $1.2 million in cash from our discontinued operations, primarily from the sale of our EarthAmerica service center in Pompano, Florida and the sale of certain surplus assets. During 2000, we used $39.7 million in cash for all our investing activities. We used $38.9 million for our discontinued operations for business acquisitions and capital expenditures. We used $28 million in cash to acquire the International Petroleum Corporation companies from World Fuel Services. We used $7.8 million in cash to acquire All County Resource Management Corporation, which became our EarthAmerica division's Vernon, New Jersey service center. We used the remaining $3.1 million principally for capital expenditures for our EarthAmerica and EarthLiquids divisions. We used $814,000 in cash to fund a note receivable for a deep injection well project that was part of our EarthAmerica division. CASH FLOW - FINANCING ACTIVITIES During 2001, we generated $280,000 in cash from our financing activities. We repaid a net amount of $2.1 million, primarily to reduce our Senior Credit Facility and ERMF debt. We generated $2.1 million from the following sources: (i) $900,000 by selling the assets of our EarthAmerica Pompano operation at the end of February 2001; (ii) $400,000 from the repayment of our note receivable from Donald Moorehead; and (iii) $0.8 million from our operating activities. We also raised $2.5 million of cash through a private placement of the Sanders Bridge Loan, the proceeds from which were used to finance the note receivable to LandComp, to pay acquisition option fees to the LandComp shareholders and to repay 29 30 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) ERMF senior debt. In April 2001, we completed the acquisition of a collection company in Florida and used $350,000 from ERMF senior debt borrowings to finance this acquisition. In April 2001, we obtained a $1.5 million bridge loan from Sagemark Capital and used the net proceeds plus funds generated by our operating activities to pay $1.75 million to World Fuel Services as settlement of an arbitration dispute. During 2000, we generated $44.2 million in cash from our financing activities. We borrowed a net amount of $24.7 million under our Senior Credit Facility. We completed the private placement of our 10% Debentures and raised $1.0 million. We also completed a private placement of our 12% Debentures and raised $20.0 million. The proceeds from borrowings under our Senior Credit Agreement and our 10% and 12% Debentures were used to pay debt issuance costs and to finance our operating and investing activities during 2000. SEASONALITY AND INFLATION Our EarthAmerica division's operating results are subject to variations in the weather patterns in the Northeastern and Southeastern regions. In the Northeastern region, revenue and operating results will tend to be lower during the fourth quarter and first quarter of each year due to the effect of winter weather. In the Southeastern region, revenue and operating results will tend to be higher during the fourth and first quarter of each year due to the influx of seasonal inhabitants to this region in the fall and winter months. The Southeastern region revenue and operating results during the second, third and fourth quarters of each year will also be directly affected by the amount of rainfall in the region. Our EarthLiquids division is subject to variations in the prices of virgin and used oil products. Our pricing for our refined products varies in relation to the prices for virgin oil and natural gas products. To the extent that the pricing for virgin oil products varies over time, the revenues we generate from the sales of used oil products will also vary and may have a significant effect on the results of our operations. In addition, our cost to operate our vehicles in the EarthAmerica, EarthLiquids and EarthCare Solid Waste divisions is directly affected by the prices of diesel fuel, finished oil and other refined petroleum products. NEW ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board ("FASB") issued Statements of Financial Accounting Standards Nos. 133, 137 and 138, all related to the accounting for derivative instruments and derivative activities, which are effective for annual reporting periods beginning after June 15, 2000. We have adopted these standards for our fiscal year ending December 31, 2001. Because we presently only enter into short-term interest rate swap agreements relating to a portion of our Senior Credit Facility and have no other derivative instruments, SFAS No. 133, as amended, will not have a material effect on our financial position or results of operations. 30 31 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our Senior Credit Facility and our ERMF Senior Debt bear interest rates that are based on the prime-lending rate, as published at various times by our banks. A portion of our combined outstanding balance of our Senior Credit Facility, our ERMF Senior Debt and our mortgage loan amounted to approximately $28.3 million as of March 31, 2001. If the prime lending rate moves up or down by 1%, we will incur an increase or a decrease in annual interest expense of approximately $289,000. We have $3.0 million in subordinated debt and $4.0 million in bridge loans that are subject to an increase in interest rates if these loans are not repaid at the end of April 2001 and June 2001, respectively. Based on our current operating cash flow and available borrowing capacity, we did not repay one of the bridge loans on April 30, 2001 and we did not repay the second bridge loan on June 13, 2001. Due to the increase in interest rates provided for in these loan agreements, we will pay additional annual cash interest expense of approximately $493,000. In addition, we are obligated to issue 100,000 shares of common stock for each month after April 2001 that the Sanders Bridge Loan is not fully repaid. To date we have issued 300,000 shares to the holders of the Sanders Bridge Loan as a result of not repaying the Sanders Bridge Loan on April 30, 2001. Also, warrants issued under the Sagemark Loan will vest an additional 340,000 shares if the Sagemark Loan is not fully repaid on October 3, 2001. The remainder of our debt is set at fixed rates and is not subject to changes in interest rates. Our 10% Debentures contain conversion rights that allow the holders of such instruments to convert the face amount of the instruments into our common stock at a conversion price of $1.05 per share. Under the terms of our 10% Debentures, until July 8, 2001, we were required to adjust the conversion price. After July 8, 2001, the conversion price is not subject to price protection. The 10% Debentures may currently be converted into 16,293,777 shares of our common stock. Under the terms of our 10% Preferred and certain of our warrants, we are obligated to reduce the conversion price for these securities if we issued common stock for less than $3.60 per share or we issued any convertible debt instrument or equity security with a conversion or exercise price of less than $3.60 per share. On April 25, 2001, we issued 3,090,966 shares of EarthCare's common stock to pay the interest due on our 12% Debentures. As a result of this issuance, the conversion price for our 10% Preferred and certain of our warrants was reduced to $1.047, the closing price on March 30, 2001, the date on which the number of shares was calculated. This change in conversion price from $3.60 to $1.05 increased the number of shares into which the 10% Preferred may convert from 3,587,500 to 12,300,000. If the conversion price for the 10% Preferred is lowered by $0.25 to $0.797, the number of shares that would be issued upon conversion of the 10% Preferred is 16,204,517, an increase of 3,869,273. Our Sagemark Loan contains conversion rights that allow the holder to convert the face amount of this instrument, $1,500,000, into our common stock at a conversion price of $1.05. If the holder elects to convert this debt instrument, we would be obligated to issue 1,428,571 additional shares of common stock. The conversion price is protected against dilution. If the conversion price were lowered by $0.25 to $0.797, then we would be obligated to issue 1,882,058 shares of common stock if the holder elected to convert this debt instrument, which represents an increase of 453,487 shares or 31.7%. Our 12% Debentures provide for semi-annual payments of interest at 12%, payable in shares of our common stock on March 30 and September 30. On March 31, 2001, we determined that 3,090,966 shares of our common stock would need to be issued for the first interest payment on our 12% Debentures at a market value per share of $1.047. These shares were issued on April 25, 2001. If the market price of our common stock remains at $1.047 on September 30, 2001, the next date when an interest payment is due on the 12% Debentures, we will be obligated to issue 1,146,132 shares on or shortly after September 30, 2001. If the market price of our common stock is $0.25 lower at September 30, 2001, or $0.797, we will be obligated to issue 1,505,646 shares of our common stock for the next interest payment, an increase of 359,514 shares. 31 32 We have 1,375,435 warrants outstanding as of June 30, 2001 with an exercise price of $1.05 per common share and dilution protection. If we reduce the conversion price on any of our convertible securities or we issue common stock at a price less than $1.05, the exercise price of the warrants will be reduced to the new conversion or issuance price. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS Except as noted below, there have been no significant changes to ongoing litigation matters since the filing of our Annual Report on Form 10-K/A on or about July 9, 2001. Additionally, from time to time, EarthCare is or may become involved in litigation and claims arising out of the ordinary course of business. In May 2001, the lawsuit filed by Sewer Management, Inc. against EarthCare Company related to the use of the trade name EarthCare and its derivatives was dismissed. ITEM 2 - CHANGES IN SECURITIES None. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES As of May 15, 2001, we were not in compliance with certain covenants described below in our Senior Credit Facility, including: o Failure to attain $1,500,000 in EBITDA (earnings before interest, taxes, depreciation and amortization) for the quarter ended March 31, 2001. o Failure to sell our EarthAmerica division by April 30, 2001. o Failure by Donald Moorehead, our Chairman and Chief Executive Officer, to provide all the required $25.0 million in collateral for our Senior Credit Facility. As of April 30, 2001, we entered into a letter agreement with our Senior Lenders that provides we may continue to borrow and repay amounts under our Senior Credit Facility until our Senior Lenders notify us otherwise. As part of this letter agreement, we acknowledged that we were not in compliance with certain covenants, specifically: (i) we had not completed the sale of our EarthAmerica division by April 30, 2001; (ii) we did not comply with the required minimum EBITDA levels for the quarter ended March 31, 2001; and (iii) our Chairman and Chief Executive Officer, Donald Moorehead, had not completed the delivery of the required $25.0 million in collateral. As a result of our non-compliance with these covenants, we are currently in default under our Senior Credit Facility. We are in the process of negotiating a waiver and amendment to our Senior Credit Facility and expect to have such waiver and amendment completed by June 30, 2001. As a result of our being in default under our Senior Credit Facility, we are also in default under the agreements governing the 10% Debentures, the 12% Debentures, the Sanders Bridge Loan and the Sagemark Loan. These agreements provide for a period of time to cure our default under the Senior Credit Facility before these debt holders may take action, including declaring the principal balance thereunder immediately due and payable. We have given notice to the holders of these debt securities of our default under the Senior Credit Facility. The holders of the 10% and 12% Debentures have up to 90 days before the holders may take any action if we have not cured our Senior Credit Facility default. Sagemark Capital has 15 days to notify us if they intend to take action. The Sanders Bridge Loan agreement provides that the holders must be notified of a default, but the agreement does not provide any time period for action. Although we expect to enter into a waiver and amendment to our Senior Credit Facility under terms that are satisfactory to EarthCare by June 30, 2001, we can provide no assurance that we will enter into a waiver and amendment by that date or a later date. In addition, we can provide no assurance that the holders of the 10% Debentures, the 12% Debentures, the Sanders Bridge Loan and the Sagemark Capital loan will not exercise their rights and demand accelerated payment once the respective periods of time for action on their behalf have elapsed. 32 33 As a result of our non compliance with certain covenants in our Senior Credit Facility and because we expect to repay our Senior Credit Facility by the end of the fourth quarter of 2001 following the sale of our EarthAmerica and EarthLiquids divisions, we have included the entire outstanding balance in our Senior Credit Facility as current indebtedness. Since we have 90 days to cure our default under our Senior Credit Facility and since we expect to complete a waiver and amendment to the Senior Credit Facility by July 31, 2001, we continue to report the 10% Debentures and 12% Debentures as long-term liabilities. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5 - OTHER INFORMATION CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS Certain statements in this Form 10-Q/A, including, without limitation, information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in certain documents on file with the Securities and Exchange Commission constitute "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (together, the "Acts"). In addition, when used in this Form 10-Q/A, we intend the words "may," "believe," "intend," "anticipate," "plan," "expect" and similar expressions to identify forward-looking statements. We desire to take advantage of the "safe-harbor" provisions of the Acts and are including this special note to enable us to do so. Forward-looking statements included in this Form 10-Q/A, or hereafter included in other publicly available statements issued or released by us involve known and unknown risks, uncertainties, and other factors which could cause our actual results, performance (financial or operating) or achievements to differ materially from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. We believe the following risks, uncertainties and other factors could cause such material differences to occur: WE HAVE RECENTLY CHANGED OUR OPERATING STRATEGY FOCUS AND OUR ACQUISITION FOCUS. During the third quarter of 2000, our management group and Board of Directors decided to focus EarthCare's future management and financial resources principally on the NSW industry in an effort to build a stronger company with more predictable revenue, earnings and cash flow. We will continue to support our EarthAmerica and EarthLiquids divisions as we explore financial and strategic alternatives, but we believe that the NSW industry provides a better opportunity for profitable growth and improvement in shareholder value. If we are not able to execute successfully our strategy in the NSW industry, you could suffer a permanent decline in the value of your common stock. 33 34 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) FAILURE TO COMPLY WITH COVENANTS AND CONDITIONS OF OUR SENIOR CREDIT FACILITY MAY ADVERSELY AFFECT OUR BUSINESS. Our Senior Credit Facility requires us to comply with certain financial covenants. For each of the last six quarters, we have not complied with certain of these covenants in our Senior Credit Facility and have been required to negotiate amendments to the Senior Credit Facility. We are currently negotiating a new amendment (the "Fourth Amendment") to our Senior Credit Facility with our Senior Lenders. At the time of the filing of the Form 10-Q/A, we expect, but we cannot provide any assurance, that the significant terms of the Fourth Amendment will include the following: o requirement to maintain monthly EBITDA (earnings before interest, taxes, depreciation and amortization), excluding the operating results of our EarthCare Solid Waste division, of $450,000, o requirement to sell the EarthAmerica division's business units at varying dates from August 15, 2001 to September 30, 2001, o agreement that the collateral provided by our Chairman in an amount approximating $17.0 million is adequate to meet the collateral requirement for the Senior Lenders, o requirement that we sell our EarthLiquids division by September 30, 2001, and o change in the interest rates paid to prime plus 3.0%. We cannot provide any assurance that we will be able to meet the monthly EBITDA requirements or that we will be able to complete the sales of the EarthAmerica business units or the EarthLiquids division by the prescribed dates. If we are unable to meet these covenant requirements, we will be in default under our Senior Credit Facility and we will be required to negotiate another amendment to our Senior Credit Facility. We cannot assure you that we will be able to sell the EarthAmerica business units or the EarthLiquids division for amounts that will allow us to fully repay our senior lenders. We cannot provide any assurance that our Senior Lenders will agree to another amendment and they may decide to pursue other courses of action in order to pay down the Senior Credit Facility. Our failure to comply with these covenants could allow our Senior Lenders to accelerate the date for repayment of debt incurred under our Senior Credit Facility, which would materially and adversely affect our business and financial results. We are in the process of negotiating a waiver and amendment to our senior credit facility and expect to have the waiver and amendment completed by July 31, 2001. As of April 30, 2001, we entered into a letter agreement with our Senior Lenders that provides we may continue to borrow and repay amounts under our Senior Credit Facility until our Senior Lenders notify us otherwise. As part of this letter agreement, we acknowledged that we were not in compliance with certain covenants, specifically: (i) we had not completed the sale of our EarthAmerica division by April 30, 2001; (ii) we did not comply with the required minimum EBITDA levels for the quarter ended March 31, 2001; and (iii) our Chairman and Chief Executive Officer, Donald Moorehead, had not completed the delivery of the required $25 million in collateral. As a result of our non-compliance with these covenants, we are currently in default under our Senior Credit Facility. WE MAY NOT BE ABLE TO COMPLETE THE SALE OF OUR EARTHAMERICA BUSINESS UNITS AND EARTHLIQUIDS DIVISIONS. We are currently negotiating with one strategic buyer for the sale of our EarthLiquids division and with five strategic buyers for the sale of the business units comprising our EarthAmerica division. Although we are negotiating acquisition agreements to sell our EarthAmerica and EarthLiquids divisions, for any one of a number of reasons, these transactions may not be completed on satisfactory terms or at all. OUR COMMON STOCK HAS BEEN DELISTED FROM THE NASDAQ NATIONAL MARKET. Our common stock has been delisted from trading on the Nasdaq National Market because our common stock did not meet the requirements for continued listing. Delisting may negatively impact the value of our common stock as securities trading on the over the counter market are typically less liquid and trade with larger variations between the bid and ask price. 34 35 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) WE MAY NOT HAVE ENOUGH CAPITAL OR BE ABLE TO RAISE ENOUGH ADDITIONAL CAPITAL ON SATISFACTORY TERMS TO MEET OUR CAPITAL REQUIREMENTS. Continued operations may and future growth will require additional capital. We expect to finance our continuing operations with our cash flow. We expect to finance future acquisitions through cash from operations, to the extent available. We may need to finance our current operations and our future acquisitions with borrowings under our existing or future credit facilities, issuing additional equity or debt securities and/or seller financing. Our common stock price may make acquisition candidates unwilling to accept shares of our common stock as part of the consideration for acquisitions. If our common stock does not reach a sufficient market value, we may have to use more of our cash or borrowings under our credit facilities to fund acquisitions. Using cash for acquisitions limits our financial flexibility and makes us more likely to seek additional capital through future debt or equity financings. If available cash from operations and borrowings under the credit facility are not sufficient to fund acquisitions, we may need additional equity and/or debt financing. If we seek more debt, our interest expense would increase and we may have to agree to financial covenants that limit our operations and financial flexibility. We may not be able to issue equity securities on favorable terms or at all. If we are successful in raising more equity, we could dilute the ownership interests of our then-existing stockholders. If we are unable to obtain additional equity and/or debt financing on attractive terms, our rate of growth through acquisitions could decline. We will also need to make substantial capital expenditures to develop or acquire new landfills, transfer stations, vehicles and equipment, other facilities and to maintain such properties. WE MAY NOT BE ABLE TO OBTAIN ADEQUATE FINANCING TO EXECUTE OUR INTERNAL GROWTH. In addition to growing our business by acquiring other NSW companies, we plan to pursue internal growth in the NSW business by expanding into geographic territories where we do not currently have any operations. These efforts will require continued financing from equity and/or debt sources. As we execute our internal growth strategy, we cannot give any assurance that our cash flow from operations and our available debt capital will be adequate to finance our growth strategy. To the extent that we are not able to obtain adequate equity or debt capital, adequate cash flow from operations or a favorable market price for our common stock, we may not be able to execute successfully our internal growth strategy. WE HAVE A LIMITED OPERATING HISTORY AND AN ABSENCE OF COMBINED OPERATING HISTORY. We were organized in 1997 and began active operations at that time. As a result, we have very little operating history as an integrated NLW and NSW business to which investors may look to evaluate our performance. Since we began operations, we have completed twenty acquisitions. We cannot provide assurance that we will be able to institute the necessary systems and procedures, including accounting and financial reporting systems, to manage the entire combined enterprise on a profitable basis. In addition, we cannot assure you that we will be able to effectively manage the combined entity or to effectively implement our acquisition program and internal growth strategy. OUR EXECUTIVE OFFICERS AND DIRECTORS CONTROL APPROXIMATELY 54% OF THE VOTING POWER FOR EARTHCARE. As of June 30, 2001, our executive officers and directors control over 54% of the voting power of our common and preferred stock. As a result, this group may be able to control matters requiring the approval of a majority of the stockholders, such as election of directors. The voting power of these stockholders under certain circumstances could have the effect of delaying or preventing a change in control of EarthCare. Donald Moorehead, our Chairman and Chief Executive Officer, and Raymond Cash, our Vice Chairman and a director, together control over 53% the voting power. In addition, our officers and directors hold options to acquire approximately 413,332 shares of common stock, subject to vesting and other requirements. 35 36 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) WE MAY HAVE DIFFICULTY EXECUTING OUR STRATEGY. Our strategy includes generating internal growth. Whether we can execute our strategy depends on several factors, including the availability of capital to support our continuing operations, the success of existing and emerging competitors, the availability of acquisition candidates, our ability to maintain profit margins in the face of competitive pressures, our ability to continue to recruit, train and retain qualified employees and the strength of demand for our services. Our ability to increase revenues and generate adequate cash flows to support our operations and internal growth could be adversely affected by these factors. OUR RAPID GROWTH MAY STRAIN OUR MANAGEMENT, OPERATIONAL, FINANCIAL AND OTHER RESOURCES. Since our inception, we have acquired twenty businesses in our NLW and NSW business segments. To maintain and manage our growth, we will need to expand our management information systems capabilities and our operations and financial systems and controls. We will also need to attract, train, motivate, retain and manage senior managers, technical professionals and other employees. Failure to do any of these things could materially and adversely affect our business and financial results. WE MAY BE UNABLE TO COMPETE EFFECTIVELY WITH GOVERNMENTAL SERVICE PROVIDERS AND LARGER, WELL-CAPITALIZED COMPANIES. The NLW and NSW industries are highly competitive and fragmented and require substantial labor and capital resources. Some of the markets in which we compete or will likely compete are served by one or more large national solid or liquid waste companies, as well as by numerous regional and local solid and liquid waste companies of varying sizes and resources, some of which have accumulated substantial goodwill in their markets. We also compete with counties, municipalities and other waste districts that maintain their own waste collection and disposal operations. These operators may have financial advantages over us because of their access to user fees and similar charges, tax revenues and tax-exempt financing. Some of our competitors are also better capitalized, have greater name recognition or are able to provide services at a lower cost. OUR GROWTH AND FUTURE FINANCIAL PERFORMANCE DEPEND SIGNIFICANTLY ON OUR ABILITY TO INTEGRATE ACQUIRED BUSINESSES INTO OUR ORGANIZATION AND OPERATIONS. Part of our strategy is to achieve economies of scale and operating efficiencies by growing through acquisitions. We may not achieve these goals unless we combine effectively the operations of acquired businesses with our existing operations. Our senior management team may not be able to integrate our completed and future acquisitions. Any difficulties we encounter in the integration process could affect materially and adversely our business and financial results. TIMING AND STRUCTURE OF DISPOSITIONS AND ACQUISITIONS MAY CAUSE FLUCTUATIONS IN OUR QUARTERLY RESULTS. We are not always able to control the timing of our dispositions and acquisitions. Obtaining third party consents and regulatory approvals, completing due diligence on the acquired businesses, and finalizing transaction terms and documents are not entirely within our control and may take longer than we anticipate, causing certain transactions to be delayed. Our inability to complete acquisitions and dispositions in the time frames that we expect may adversely affect our business, financial condition and operating results. In addition, whether we account for an acquisition using the purchase or the pooling-of-interests method determines how the acquisition affects our financial results. 36 37 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) WE MAY LOSE CONTRACTS THROUGH COMPETITIVE BIDDING, EARLY TERMINATION OR GOVERNMENTAL ACTION. We derive a substantial portion of our NSW revenue at EarthCare Solid Waste from services provided under an exclusive municipal contract. We also intend to bid on additional municipal contracts and franchise agreements. Many of these will be subject to competitive bidding at some time in the future. However, we may not be the successful bidder. In addition, some of our customers may terminate their contracts with us before the end of the contract term. If we were not able to replace revenues from contracts lost through competitive bidding or early termination or from the renegotiation of existing contracts with other customers within a reasonable time period, the lost revenues could materially and adversely affect our business and financial results. OUR GROWTH MAY BE LIMITED BY THE INABILITY TO MAKE ACQUISITIONS ON ATTRACTIVE TERMS. Although we have identified numerous acquisition candidates that we believe are suitable, we may not be able to acquire them at prices or on terms and conditions favorable to us. As a result, our growth could be limited. WE COMPETE FOR ACQUISITION CANDIDATES WITH OTHER PURCHASERS, MOST OF WHICH HAVE GREATER FINANCIAL RESOURCES THAN EARTHCARE. Other companies have adopted, or possibly will adopt, our strategy of acquiring and consolidating regional and local NSW and NLW businesses. We expect that increased consolidation in the NLW and NSW industries will increase competitive pressures. Increased competition for acquisition candidates may make fewer acquisition opportunities available to us, and may cause us to make acquisitions on less attractive terms, such as higher purchase prices. Acquisition costs may increase to levels beyond our financial capability or to levels that would adversely affect our operating results and financial condition. Our ongoing ability to make acquisitions will depend in part on the relative attractiveness of our common stock as consideration for potential acquisition candidates. This attractiveness may depend largely on the relative market price and capital appreciation prospects of our common stock compared to the common stock of our competitors. If the market price of our common stock were to remain at current levels or decline further over a prolonged period of time, we could find it difficult to make acquisitions on attractive terms. WE FACE SIGNIFICANT COMPETITION IN THE MARKETS IN WHICH WE OPERATE. We compete with a significant number of other NSW and NLW companies. We compete primarily on the basis of proximity to collection operations, fees charged and quality of service. We also compete with other landfills and disposal sites. Future technological changes and innovations may result in a reduction in the amount of NLW generated or in alternative methods of treatment and disposal being developed. We also compete with customers who may seek to enhance or develop their own methods of disposal. We may be at a disadvantage competing against other companies that are better capitalized, have greater name recognition, have more background and experience, have greater financial, technical, marketing and other resources and skills, have better facilities or are able to provide services or products at a lower cost than us. In the currently highly fragmented NLW industry, there is a low barrier to entry and we may not be able to penetrate existing markets. Even if we are successful at penetrating the markets in which we operate and implementing our new programs, we cannot be assured that new competitors will not enter the markets. If we are not able to compete effectively in the markets in which we operate, we could suffer material and adverse effects on our business and financial results. WE DEPEND SIGNIFICANTLY ON THE SERVICES OF THE MEMBERS OF OUR SENIOR MANAGEMENT TEAM, AND THE DEPARTURE OF ANY OF THOSE PERSONS MIGHT MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS AND FINANCIAL RESULTS. We do not currently maintain any "key man" life insurance on any of our senior managers. Key members of our management team have entered into employment agreements with us with terms ranging 37 38 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) from one to three years. We may not be able to enforce these agreements. We are dependent on the services of management and key personnel and we believe that our success will depend upon the efforts and abilities of management and such key personnel. Furthermore, we may be dependent on the management and key personnel of companies that we may acquire in the future. If any of these individuals do not continue in their position with us or if we are unable to attract and retain other skilled employees, our business, financial condition and operating results may be affected materially. The competition for qualified personnel is intense, and we cannot assure you that we will be able to continue to hire and retain sufficiently qualified management and key personnel needed to operate our businesses successfully. Our executive officers have orally indicated that they will waive the change of control provisions in their employment agreements when we sell our EarthLiquids division. WE HAVE A HISTORY OF NET LOSSES. We have experienced operating losses since our inception, and, as of March 31, 2001, we had an accumulated deficit of approximately $105.6 million. We incurred a net loss of approximately $64.4 million on the planned sale of our discontinued EarthAmerica, EarthLiquids and Allen Tate operations, and we incurred a net loss of approximately $13.4 million from their operations during the year ended December 31, 2000. During the quarter ended March 31, 2001, we incurred a loss from our discontinued operations of $1.4 million and a loss from our continuing operations of $1.8 million. We cannot provide assurance that we will actually achieve profitability. WE MAY ENCOUNTER POTENTIAL ENVIRONMENTAL LIABILITIES THAT OUR INSURANCE MAY NOT COVER. During the ordinary course of our operations, we have from time to time received, and expect that we may in the future receive, citations or notices from governmental authorities that our operations are not in compliance with our permits or certain applicable regulations, including various transportation, environmental or land use laws and regulations. We generally seek to work with the authorities to resolve the issues raised by such citations or notices. There can be no assurance, however, that we will always be successful in this regard, and the failure to resolve a significant issue could result in adverse consequences to us. While we maintain insurance, such insurance is subject to various deductible and coverage limits and certain policies exclude coverage for damages resulting from environmental contamination. There can be no assurance that insurance will continue to be available to us on commercially reasonable terms, that the possible types of liabilities that may be incurred by us will be covered by our insurance, that our insurance carriers will be able to meet their obligations under their policies or that the dollar amount of such liabilities will not exceed our policy limits. An uninsured claim, if successful and of significant magnitude, could have a material adverse effect on our business, results of operations and financial condition. WE WILL NEED TO HIRE ADDITIONAL EMPLOYEES AS WE GROW. When we complete acquisitions of NSW companies, there may be opportunities for a reduction of employees as duplicate administrative processes are eliminated. However, we may need to hire additional employees to implement our acquisition strategy and our internal growth strategy. In order to continue to grow effectively and efficiently, we will need to implement and improve our operational, financial and management information systems and controls and to train, motivate and manage our employees. We intend to review continually and upgrade our management information systems and to hire additional management and other personnel in order to maintain the adequacy of its operational, financial and management controls. There can be no assurance, however, that we will be able to meet these objectives. VARIOUS EVENTS, INCLUDING SOME BEYOND OUR CONTROL, MAY NEGATIVELY AFFECT THE VALUE OF OUR STOCK. The market price of our common stock could be subject to significant fluctuations in response to various factors and events, including the issuance of shares in acquisitions, the liquidity of the market for 38 39 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) the common stock, differences between our actual financial or operating results and those expected by investors and analysts, changes in analysts' recommendations or projections, new statutes or regulations or changes in interpretations of existing statutes and regulations affecting our business, changes in general economic conditions or broad stock market fluctuations. EXTENSIVE AND EVOLVING ENVIRONMENTAL LAWS AND REGULATIONS MAY ADVERSELY AFFECT OUR BUSINESS. Environmental laws and regulations have been enforced more and more stringently in recent years because of greater public interest in protecting the environment. These laws and regulations impose substantial costs on us and affect our business in many other ways, including as described below. In addition, federal, state and local governments may change the rights they grant to and the restrictions they impose on solid and liquid waste services companies, and some changes could have a material adverse effect on us. WE MAY BE UNABLE TO OBTAIN AND MAINTAIN LICENSES OR PERMITS AND ZONING, ENVIRONMENTAL AND/OR OTHER LAND USE APPROVALS THAT WE NEED TO OWN AND OPERATE OUR LANDFILL AND OUR OPERATING SITES. These licenses or permits and approvals are difficult and time-consuming to obtain and renew, and elected officials and citizens' groups frequently oppose them. Failure to obtain and maintain the permits and approvals we need to own or operate our landfill and NLW and NSW operating sites, including increasing their capacity, could materially and adversely affect our business and financial condition. EXTENSIVE REGULATIONS THAT GOVERN THE DESIGN, OPERATION AND CLOSURE OF LANDFILLS MAY ADVERSELY AFFECT OUR BUSINESS. These regulations include the Subtitle D Regulations that establish minimum federal requirements adopted by the U.S. Environmental Protection Agency in October 1991 under Subtitle D of the Resource Conservation and Recovery Act of 1976. If we fail to comply with these regulations, we could be required to undertake investigatory or remedial activities, curtail operations or close a landfill or operating site temporarily or permanently. Future changes to those regulations may require us to modify, supplement or replace equipment or facilities at substantial costs. If regulatory agencies fail to enforce these regulations vigorously or consistently, our competitors whose facilities do not comply with the Subtitle D Regulations or their state counterparts could obtain an advantage over us. Our financial obligation arising from any failure to comply with these regulations could materially and adversely affect our business and financial results. WE MAY BE SUBJECT IN THE NORMAL COURSE OF BUSINESS TO JUDICIAL AND ADMINISTRATIVE PROCEEDINGS INVOLVING FEDERAL, STATE OR LOCAL AGENCIES OR CITIZENS' GROUPS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS. Governmental agencies might impose fines or penalties on us. They might also attempt to revoke or deny renewal of our operating permits, franchises or licenses for violations or alleged violations of environmental laws or regulations, or to require us to remediate potential environmental problems relating to waste that we or our predecessors collected, transported, disposed of or stored. Individuals or community groups might also bring actions against us in connection with our operations. Any adverse outcome in these proceedings could have a material adverse effect on our business and financial results and create adverse publicity about us. OUR GROWTH IN THE NSW INDUSTRY MAY BE LIMITED BY OUR INABILITY TO OBTAIN NEW LANDFILLS AND EXPAND OUR EXISTING LANDFILL. We currently own and operate one landfill in Florida. Our ability to grow may depend in part on our ability to acquire, lease and expand landfills and develop new landfill sites. We may not be able to obtain new landfill sites or expand the permitted capacity of our landfill when necessary. 39 40 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) IN SOME AREAS IN WHICH WE MAY OPERATE, SUITABLE LAND FOR NEW SITES OR EXPANSION OF EXISTING LANDFILL SITES MAY BE UNAVAILABLE. Operating permits for landfills in Florida and in states in which we plan to operate must generally be renewed at least every five years. It has become increasingly difficult and expensive to obtain required permits and approvals to build, operate and expand solid waste management facilities, including landfills and transfer stations. The process often takes several years, requires numerous hearings and compliance with zoning, environmental and other requirements and permitting and approval are often resisted by citizen, public interest or other groups. We may not be able to obtain or maintain permits we require to expand, and such permits may contain burdensome terms and conditions. Even when granted, final permits to expand are often not approved until the remaining permitted disposal capacity of a landfill is very low. Local laws and ordinances also may affect our ability to obtain permits to expand landfills. If we were to exhaust our permitted capacity at a landfill, our ability to expand internally could be limited, and we could be required to cap and close that landfill and forced to dispose of collected waste at more distant landfills or at landfills operated by our competitors. The resulting increased costs could materially and adversely affect our business and financial results. OUR ACCRUALS FOR LANDFILL CLOSURE AND POST-CLOSURE COSTS MAY BE INADEQUATE. We could be required to pay closure and post-closure costs of landfills and any disposal facilities that we own or operate. We currently accrue for future closure and post-closure costs of our owned landfill for a term of 30 years after final closure of the landfill, based on engineering estimates of consumption of permitted landfill airspace over the useful life of the landfill. Our obligations to pay closure or post-closure costs may exceed the amount we accrued and reserved and other amounts available from funds or reserves established to pay such costs. This could materially and adversely affect our business and financial results. WE MAY INCUR ADDITIONAL CHARGES RELATED TO CAPITAL EXPENDITURES. In accordance with generally accepted accounting principles, we capitalize some expenditures and advances relating to acquisitions, pending acquisitions and landfill development projects. We expense indirect acquisition costs such as executive salaries, general corporate overhead, public affairs and other corporate services as we incur those costs. We charge against earnings any unamortized capitalized expenditures and advances, net of any amount that we estimate we will recover, through sale or otherwise that relate to any operation that is permanently shut down, any pending acquisition that is not consummated and any landfill development project that we do not expect to complete. Therefore, we might incur charges against earnings in future periods that could materially and adversely affect our business and financial results. WE HAVE A SUBSTANTIAL NUMBER OF OPTIONS AND WARRANTS OUTSTANDING WHICH MAY DILUTE YOUR OWNERSHIP. We have outstanding options to purchase 965,829 shares of common stock at an average price of $9.95 per share and we have outstanding warrants to purchase 2,399,404 shares of common stock at an average price of $1.71 per share. These outstanding options and warrants may deter investors from providing future equity or debt investments to us. These outstanding options and warrants, if exercised, would also dilute your current ownership. To the extent that such options and warrants are exercised and sold in the future, the timing of such sale may adversely affect the prevailing market price for our common stock. The holders of the outstanding options and warrants may exercise and sell their shares at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us. We have filed a Registration Statement on Form S-8 to register the shares of common stock issuable upon the exercise of options. 40 41 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) YOU WILL EXPERIENCE DILUTION IF WE ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK OR OUR PREFERRED STOCK. Investors will experience dilution if we issue common stock as consideration for acquisitions and on the exercise of outstanding stock options and warrants. We currently have 18,061,080 shares of our common stock outstanding. Our authorized capital consists of 70,000,000 shares of common stock and 30,000,000 shares of preferred stock. We may make additional primary public or private offerings of our common stock or our preferred stock in the future. We have 3,365,233 options and warrants outstanding and have the ability to issue an additional 834,171 options under our current stock option plan. These future issuances will cause additional dilution. YOU MAY SUFFER SUBSTANTIAL DILUTION FROM FUTURE CONVERSION OF OUR 10% PREFERRED IF THE CONVERSION PRICE IS LOWERED BELOW $1.05 PER SHARE. Our 10% Preferred contains conversion rights that allow the holders of such instruments to convert the face amount of the instruments into our common stock at a conversion price of $1.05 per share. If we issue common stock for less than $1.05 per share or we issue any convertible debt instrument or equity security with a conversion or exercise price of less than $1.05 per share, the conversion price for our 10% Preferred will be reduced as a result of these provisions. At the current conversion price of $1.05, we would be obligated to issue 12,300,000 shares of our common stock if the 10% Preferred were converted. If the conversion price was reduced to $0.75 per share, we would be obligated to issue and additional 4,920,000 shares of our common stock. YOU WILL SUFFER DILUTION AS WE PAY INTEREST ON OUR 12% DEBENTURES. Our 12% Debentures provide for semi-annual payments of interest at 12% per year, payable in shares of our common stock on March 30 and September 30 of each year. We may pay interest on the 12% Debentures by issuing our common shares. The number of common shares issued is determined by dividing the interest payable by the closing price of our common stock on the day the interest is paid. On March 31, 2001, we were obligated to issue 3,090,966 shares of our common stock as the first interest payment on our 12% Debentures at a market value per share of $1.047. If the market price of our common stock is $1.00 lower at the time of the next scheduled interest payments on September 30, 2001 and March 30, 2002, we will be obligated to issue approximately 48.8 million additional shares above the approximately 2.3 million shares we would issue if the market price per common share remained at the $1.047 price on March 31, 2001. YOU WILL SUFFER ADDITIONAL DILUTION AS LONG AS THE SANDERS BRIDGE LOAN IS NOT REPAID. We did not repay the Sanders Bridge Loan on its original due date of April 30, 2001. As a result, we are obligated to issue 100,000 shares of our common stock to the holders of the Sanders Bridge Loan for each month that the Sanders Bridge Loan is not repaid in full. To date, we have issued 300,000 shares to the holders of the Sanders Bridge Loan under this obligation. This will lead to a dilution in your current ownership percentage. PROVISIONS IN OUR CHARTER AND BYLAWS MAY DETER CHANGES IN CONTROL THAT COULD BENEFIT OUR STOCKHOLDERS. Certain provisions of Delaware law and certain provisions of our certificate of incorporation and bylaws could delay or impede the removal of incumbent directors and could make it more difficult for a third-party to acquire or could discourage a third-party from attempting to acquire, control of the company. Such provisions could limit the price that investors might be willing to pay in the future for shares of the company's common stock. The certificate and bylaws impose various procedural and other requirements (including a staggered board of directors, removal of directors only for cause and the issuance of preferred 41 42 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS (continued) stock as described below) that could make it more difficult for stockholders to effect certain corporate actions. The certificate gives the company's board of directors the authority to issue up to 30 million shares of preferred stock and to determine the price, rights, preferences and restrictions, including the voting rights of such shares, without any further vote or action by the company's stockholders. The rights of holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock issued in the future. We may issue preferred stock in the future as part of our efforts to raise equity capital. The "business combinations" statute under Delaware law may restrict certain business combinations by interested stockholders. We have entered into employment agreements with our executive officers that contain change in control provisions. The change in control provisions may hinder, delay, deter or prevent a tender offer, proxy contest or other attempted takeover because the covered employees can terminate their employment in such event and receive payments for 24 months to 60 months after termination pursuant to their respective agreements. The foregoing review of significant factors should not be construed as exhaustive or as an admission regarding the adequacy of disclosures previously made by us. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K None. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 17, 2001 By: /s/ William W. Solomon, Jr. ------------------------------------------------------------------------- Vice President, Chief Financial Officer and Principal Accounting Officer 42 43 This page left intentionally blank. 43

EARTHCARE CO 10-Q/A