-----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, EVX1lqbR6A1SkON1HZJSZYdD1xB/BhwpC/an2Kk2CCZYAmWMAeooLsh28CYF86cu c4cLvJPjqBXjWkcWaU9xjA== 0000904896-04-000089.txt : 20041119 0000904896-04-000089.hdr.sgml : 20041119 20041119085213 ACCESSION NUMBER: 0000904896-04-000089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041119 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: N-VIRO INTERNATIONAL CORP CENTRAL INDEX KEY: 0000904896 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 341741211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21802 FILM NUMBER: 041156374 BUSINESS ADDRESS: STREET 1: 3450 W CENTRAL AVE STREET 2: STE 328 CITY: TOLEDO STATE: OH ZIP: 43606 BUSINESS PHONE: 4195356374 MAIL ADDRESS: STREET 1: 3450 WEST CENTRAL AVENUE SUITE 328 CITY: TOLEDO STATE: OH ZIP: 43606 8-K 1 doc1.txt EFFECTIVE AUGUST 23RD, 2004 UNITED STATES 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): NOVEMBER 19, 2004 N-VIRO INTERNATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-21802 34-1741211 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 3450 W. CENTRAL AVENUE, SUITE 328 TOLEDO, OHIO 43606 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (419) 535-6374 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition The Company announced today their third quarter 2004 financial results. The press release has been attached to this filing as Exhibit 10.1 Item 9.01 - Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ------------ ----------- 10.1 Press Release dated November 19, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. N-VIRO INTERNATIONAL CORPORATION Dated: November 19, 2004 By: /s/ James K. McHugh James K. McHugh Chief Financial Officer EX-10.1 2 doc2.txt Exhibit 10.1 ------------ NEWS RELEASE FOR IMMEDIATE RELEASE For More Information Contact: Phillip Levin, Chairman & CEO info@nviro.com (419) 535-6374 N-VIRO ANNOUNCES 3RD QUARTER 2004 NET EARNINGS Toledo, Ohio, Friday, November 19, 2004 - N-Viro International Corp. (OTC BB/NVIC.OB) announced the Company's financial results through the three and nine months ended September 30, 2004. Quarter Ended September 30: - ------------------------------ Overall revenue decreased $155,000, or 11%, to $1.25 million for the quarter ended September 30, 2004 from $1.41 million for the quarter ended September 30, 2003. The decrease in revenue was due primarily to decreases in revenue from existing on-line facilities for the sale and management of alkaline admixture, and a decrease in facility management revenue. Gross profit decreased $85,000, or 22%, to $307,000 for the quarter ended September 30, 2004 from $392,000 for the same period in 2003, and the gross profit margin decreased to 25% from 28%. The decrease in gross profit is primarily due to the decrease in processing at privatized facilities, with approximately 15% of that decrease further due to seasonal declines in scheduled operations. The decrease in gross profit margin is primarily due to the shift in gross profit away from the non-privatized facilities, which were at a slightly higher margin a year ago. Operating expenses decreased $277,000, or 44%, to $353,000 for the quarter ended September 30, 2004 from $630,000 for the quarter ended September 30, 2003. The decrease was primarily due to a decrease of approximately $178,000 in legal fees, $70,000 in employee payroll and $44,000 in settlement fees and expenses relating to litigation, partially offset by an increase of approximately $85,000 in consulting fees and expenses. As a result of the foregoing factors, the Company recorded an operating loss of $46,000 for the quarter ended September 30, 2004 compared to an operating loss of $238,000 for the quarter ended September 30, 2003, a decrease in the loss of approximately $192,000. Net nonoperating income (expense) increased by $109,000 to net nonoperating income of $59,000 for the quarter ended September 30, 2004 from net nonoperating expense of $51,000 for the quarter ended September 30, 2003. The increase in nonoperating income was primarily due to the recording of a one-time downward adjustment of $70,000 to an accrual for interest expense estimated to be due on a tax liability, a decrease in other interest expense of $32,000 from 2003 and an increase in interest income of approximately $6,000. The Company recorded net income of approximately $13,000 for the quarter ended September 30, 2004 compared to a net loss of $289,000 for the same period ended in 2003, a decrease in the loss of approximately $302,000. Basic and diluted income per share was $0.00 for the current quarter as compared to a loss per share of $0.11 for 2003. Nine Months Ended September 30: - ----------------------------------- Overall revenue increased $239,000, or 6%, to $4.3 million for the nine months ended September 30, 2004 from $4.06 million for the nine months ended September 30, 2003. The increase in revenue was due primarily to increases in revenue from existing on-line facilities for the sale and management of alkaline admixture and an increase in one-time domestic license fee revenue. Gross profit increased $126,000, or 12%, to $1.2 million for the nine months ended September 30, 2004 from $1.07 million for the nine months ended September 30, 2003, and the gross profit margin increased to 28% from 26% for the same periods. The increase in gross profit is primarily due to the increase in revenue from one-time license fees, which are at a higher gross profit percentage than other types of revenue, and the increase in the number of ongoing processing facilities generating profit. The increase in gross profit margin is also primarily due to the increase in one-time license fees, partially offset by a shift in gross profit away from the non-privatized facilities, who were at a slightly higher margin a year ago. Operating expenses decreased $365,000, or 21%, to $1.36 million for the nine months ended September 30, 2004 from $1.73 million for the nine months ended September 30, 2003. The decrease was primarily due to a net decrease of approximately $404,000 in legal, auditing and outside professional fees, $70,000 in payroll and $40,000 in insurance costs, partially offset by an increase of approximately $83,000 in director-related fees and expenses and $83,000 in consulting fees and expenses. Included in the increase in director-related costs was $74,000 for the value of unregistered stock issued to current and former outside directors for board meeting compensation. As a result of the foregoing factors, the Company recorded an operating loss of $163,000 for the nine months ended September 30, 2004 compared to an operating loss of $655,000 for the nine months ended September 30, 2003, a decrease in the loss of approximately $492,000. Net nonoperating income (expense) increased by $233,000 to net nonoperating income of $77,000 for the nine months ended September 30, 2004 from net nonoperating expense of $156,000 for the nine months ended September 30, 2003. The increase in nonoperating income was primarily due to the recording of a one-time gain on the forgiveness of debt due a patent law firm of approximately $157,000, the recording of a one-time downward adjustment of $70,000 to an accrual for interest expense estimated to be due on a tax liability, a decrease in other interest expense of $77,000 from 2003 and an increase in interest income of $19,000. Offsetting the overall increase in net nonoperating income was an increase in the loss of approximately $90,000 in the equity of a joint venture, to a loss of $119,000 in 2004 from a loss of $29,000 in 2003. The Company recorded a net loss of $86,000 for the nine months ended September 30, 2004 compared to a net loss of $811,000 for the same period ended in 2003, a decrease in the loss of approximately $725,000. Basic and diluted loss per share was $0.03 for the current nine months as compared to a loss per share of $0.31 for 2003. Acting Chief Executive Officer Phillip Levin stated, "We are both excited and pleased with our second consecutive profitable quarter, which has not happened since early 2000. We have continued our cost cutting efforts and are maintaining a positive cash flow generated from the business. Our ongoing revenue dropped a bit in the third quarter, but as a Company we were better able to deal with it because of cuts made in costs of revenue and administrative expense. The staff and Board have done a great job in implementing our plan, and we look forward to closing out fiscal 2004 and expect to show a remarkable improvement over 2003." About N-Viro - ------------- N-Viro International Corporation develops and licenses its technology to municipalities and private companies. N-Viro's patented processes use lime and/or mineral-rich, combustion byproducts to treat, pasteurize, immobilize and convert wastewater sludge and other bio-organic wastes into biomineral agricultural and soil-enrichment products with real market value. More information about N-Viro International can be obtained by contacting the office or on the Internet at www.nviro.com or by e-mail inquiry to info@nviro.com. The Company cautions that words used in this document such as "expects," "anticipates," "believes" and "may," as well as similar words and expressions used herein, identify and refer to statements describing events that may or may not occur in the future. These forward-looking statements and the matters to which they refer are subject to considerable uncertainty that may cause actual results to be materially different from those described herein. For example, while the Company believes that trends in sludge treatment are moving in favor of the Company's technology, such trends may not continue or may never result in increased sales or profits to the Company because of the availability of competing processes. Additional information about these and other factors that may adversely affect these forward-looking statements are contained in the Company's reports and filings with the Securities and Exchange Commissions. - 30 -
N-VIRO INTERNATIONAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Sept. 30 Nine Months Ended Sept. 30 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Revenues. . . . . . . . . . . . . . . . . . $1,253,551 $1,408,921 $4,301,459 $4,062,312 Cost of revenues. . . . . . . . . . . . . . 946,805 1,017,389 3,105,042 2,992,748 ----------- ----------- ----------- ----------- Gross Profit. . . . . . . . . . . . . . . . 306,746 391,532 1,196,417 1,069,564 Operating expenses. . . . . . . . . . . . . 352,957 629,713 1,359,521 1,724,780 ----------- ----------- ----------- ----------- Operating loss. . . . . . . . . . . . . . . (46,211) (238,181) (163,104) (655,216) Nonoperating income (expense) . . . . . . . 58,752 (50,699) 77,080 (155,748) ----------- ----------- ----------- ----------- Income (loss) before income taxes . . . . . 12,541 (288,880) (86,024) (810,964) Federal and state income taxes. . . . . . . - - - - ----------- ----------- ----------- ----------- Net income (loss) . . . . . . . . . . . . . $ 12,541 $ (288,880) $ (86,024) $ (810,964) =========== =========== =========== =========== Basic and diluted income (loss) per share . $ 0.00 $ (0.11) $ (0.03) $ (0.31) =========== =========== =========== =========== Weighted average common shares outstanding. 3,210,423 2,577,433 3,016,243 2,577,433 =========== =========== =========== ===========
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