-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RUZWKAvZAE/u2O0xTuscbx6x6/40P5NCbqtkFGuybmpqfPFZo7JgTW+emlnBfmCg kWMbmAz2pmIcf9WwiLNpBA== 0001015402-03-005063.txt : 20031229 0001015402-03-005063.hdr.sgml : 20031225 20031229082511 ACCESSION NUMBER: 0001015402-03-005063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031226 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC CLEARING HOUSE INC CENTRAL INDEX KEY: 0000721773 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 930946274 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15245 FILM NUMBER: 031074120 BUSINESS ADDRESS: STREET 1: 28001 DOROTHY DR CITY: AGOURA HILLS STATE: CA ZIP: 91301-2697 BUSINESS PHONE: 8187068999 MAIL ADDRESS: STREET 1: 28001 DOROTHY DRIVE CITY: AGOURA HILLS STATE: CA ZIP: 91301 FORMER COMPANY: FORMER CONFORMED NAME: BIO RECOVERY TECHNOLOGY INC DATE OF NAME CHANGE: 19860122 8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2003 ELECTRONIC CLEARING HOUSE, INC. ------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-15245 93-0946274 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 730 Paseo Camarillo, Camarillo, California 93010 Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 233-0406 - -------------------------------------------------------------------------------- (Former name or former address, if changes since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release dated December 26, 2003, announcing recalculation of diluted earnings per share for the fiscal year ended September 30, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On December 26, 2003, Electronic Clearing House, Inc. issued a press release announcing its recalculation of diluted earnings per share for the fiscal year ended September 30, 2003. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ELECTRONIC CLEARING HOUSE, INC. (Registrant) By: \s\Alice Cheung ----------------------------- Alice L. Cheung, Treasurer & Chief Financial Officer Dated: December 26, 2003 EX-99.1 3 doc2.txt EXHIBIT 99.1 EXHIBIT 99.1 ECHO (sm) FOR IMMEDIATE RELEASE - --------------------- ELECTRONIC CLEARING HOUSE (ECHO) ANNOUNCES RECALCULATED DILUTED EARNINGS/LOSS PER SHARE FOR FY 2003 - DILUTED NET LOSS PER SHARE RECALCULATED TO BE ($0.56) VS. PREVIOUSLY REPORTED ($.058) - DILUTED NET INCOME PER SHARE BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE RECALCULATED TO BE $0.22 VS. PREVIOUSLY REPORTED $0.23 CAMARILLO, CALIF., DECEMBER 26, 2003 - Electronic Clearing House, Inc. (NASDAQ: ECHO), a leading provider of electronic payment and transaction processing services, today announced a recalculation of the diluted earnings/loss per share amounts reported in its press release issued on December 16, 2003. Although in management's opinion the recalculation does not result in a significant difference between the diluted earnings/loss per share previously disclosed and those arising from the recalculation, the Company believes that it is in the best interest of its stockholders to provide complete and accurate disclosure with respect to the calculation of its diluted earnings/loss per share. On December 16, 2003, the Company announced that for the fiscal year ended September 30, 2003, it earned $0.23 per basic and diluted share on revenue of $40,636,000 before the cumulative effect of an accounting change to record the impairment of goodwill. This compared to a loss of $0.41 per share on revenue of $33,291,000 for the fiscal year ended September 30, 2002. The Company further announced that, including the cumulative effect of the accounting change, it recorded a loss of $0.58 per basic and diluted share in fiscal 2003. The cumulative effect of the accounting change was calculated as $0.81 per basic share and per diluted share. As a result of its review of FASB 128, which provides the guidance for the calculation of earnings per share, the Company has determined that the effect of shares underlying dilutive stock options is required to be included in the calculation of diluted weighted average shares outstanding for purposes of calculating earnings/loss per diluted share, even though this calculation would be considered anti-dilutive since the Company recorded a net loss for the year. Taking into account the effect of shares underlying dilutive stock options, the Company earned $0.23 per basic share and $0.22 per diluted share for the fiscal year ended September 30, 2003, on revenue of $40,636,000 before the cumulative effect of an accounting change to record the impairment of goodwill. Including the cumulative effect of the accounting change, it lost $0.58 per basic share, and $0.56 per diluted share, in fiscal 2003. The cumulative effect of the accounting change is calculated to be $0.81 per basic share and $0.78 per diluted share. The difference in diluted earnings/loss per share is attributable to an additional 212,035 shares underlying dilutive stock options required to be included in the calculation of diluted weighted average shares outstanding. The Company also reported net income of $518,000, or $0.08 per share, on a fully diluted basis in the fourth quarter of fiscal 2003, as compared to a net loss of $207,000, or $0.03 per share, in the fourth quarter of fiscal 2002. This calculation did not change. ABOUT ELECTRONIC CLEARING HOUSE, INC. (ECHO) Electronic Clearing House, Inc. provides a complete solution to the payment processing needs of merchants, banks and collection agencies. ECHO's services include debit and credit card processing, check guarantee, check verification, check conversion, check re-presentment, check collection, and inventory tracking. For more information about ECHO, please visit www.echo-inc.com. ---------------- SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Any statements set forth above that are not historical facts re forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, such factors as fluctuations in demand for the Company's products and services, the introduction of new products and services, the Company's ability to maintain customer and strategic business relationships, technological advancements, impact of competitive products and services and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information detailed from time to time in the Company's filings with the United States Securities and Exchange Commission. - CONSOLIDATED STATEMENTS OF OPERATIONS FOLLOW -
ELECTRONIC CLEARING HOUSE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS TWELVE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, ------------------- ------------------- 2003 2002 2003 2002 ---- ---- ---- ---- Revenues: Processing revenue $ 5,592,000 $4,315,000 $21,151,000 $16,363,000 Transaction revenue 5,325,000 4,113,000 19,162,000 16,526,000 Other revenue 73,000 141,000 323,000 402,000 ------------ ----------- ------------ ------------ 10,990,000 8,569,000 40,636,000 33,291,000 ------------ ----------- ------------ ------------ Costs and expenses: Processing and transaction expense 6,764,000 6,072,000 26,360,000 22,747,000 Other operating costs 1,029,000 774,000 3,358,000 3,012,000 Research and development expense 363,000 455,000 1,405,000 1,719,000 Selling, general and administrative expenses 1,965,000 1,485,000 7,088,000 6,493,000 Amortization expense - goodwill -0- 104,000 -0- 489,000 Legal settlement -0- -0- -0- 2,500,000 ------------ ----------- ------------ ------------ 10,121,000 8,890,000 38,211,000 36,960,000 ------------ ----------- ------------ ------------ Income (loss) from operations 869,000 (321,000) 2,425,000 (3,669,000) Interest income 7,000 9,000 28,000 55,000 Interest expense (50,000) (45,000) (200,000) (129,000) ------------ ----------- ------------ ------------ Income (loss) before provision for income taxes 826,000 (357,000) 2,253,000 (3,743,000) (Provision) benefit for income taxes (308,000) 150,000 (925,000) 1,367,000 ------------ ----------- ------------ ------------ Income (loss) before cumulative effect of an accounting change 518,000 (207,000) 1,328,000 (2,376,000) Cumulative effect of an accounting change to adopt SFAS 142 -0- -0- (4,707,000) -0- ------------ ----------- ------------ ------------ Net income (loss) $ 518,000 $ (207,000) $(3,379,000) $(2,376,000) ============ =========== ============ ============ Basic net earnings (loss) per share Before cumulative effect of accounting change $ 0.09 $ (0.03) $ 0.23 $ (0.41) Cumulative effect of accounting change -0- -0- (0.81) -0- ------------ ----------- ------------ ------------ Basic net earnings (loss) per share $ 0.09 $ (0.03) $ (0.58) $ (0.41) ============ =========== ============ ============ Diluted net earnings (loss) per share Before cumulative effect of accounting change $ 0.08 $ (0.03) $ 0.22 $ (0.41) Cumulative effect of accounting change -0- -0- (0.78) -0- ------------ ----------- ------------ ------------ Diluted net earnings (loss) per share $ 0.08 $ (0.03) $ (0.56) $ (0.41) ============ =========== ============ ============ Weighted average shares outstanding Basic 5,839,775 5,796,109 5,812,005 5,788,071 ============ =========== ============ ============ Diluted 6,261,209 5,796,109 6,024,040 5,788,071 ============ =========== ============ ============
Media Contact: - -------------- Donna Rehman, Corporate Secretary Crocker Coulson, Partner 805-419-8533 Coffin Communications Group Electronic Clearing House, Inc., Camarillo, Calif. 818-789-0100 URL:http://www.echo-inc.com E-MAIL: crocker.coulson@coffincg.com - --------------------------- ---------------------------- E-MAIL: corp@ECHO-inc.com - -------------------------
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