Good morning Sergio, This may help bring you up to speed on EXSO,I emailed some questions to Chip @ EXSO-this is his response(which I posted) "To: John R Turner (3676 ) From: The Ditchdigger Monday, Feb 16 1998 1:11PM EST Reply # of 4147
Kudos to company management and Chip. the answers Dear Kenneth:
"Thank you for your e-mail. The following is an attempt to answer your questions.
1) How many shares are currently outstanding? About 48 million.
2) Have all debentures been converted? No. All debentures except for debentures held by two debenture holders have been converted. One debenture holder holds about $225,000 in debentures. The other holds about $900,000. The latter has never converted any of its debenture.
3) Will we be asked to increase the number of authorized shares to accommodate the conversion of any remaining debenture holders? Yes. By the terms of the debenture, we are required to ask for the increase. This can only be accommodated through shareholder approval.
4) Will we be asked to increase the number of authorized shares to accommodate/defer the financial agreement with APS? Yes. We are required to ask for shareholder approval but, even if authorized, the increase is really nothing more than additional security. APS cannot convert its debt into stock without the consent of the Company unless the Company is in default and the initial shareholder approval is obtained.
5) Has the company been able to make the $40,000 monthly payments to APS? Are these payments current? I cannot answer these questions fully because to do so would require the disclosure of non-public information. The Company is not currently in default with APS and is in a position to make its next scheduled monthly payment.
6) How many shares are held by insiders(144 or other (form 4))? I don't have current data, but let me say that the last time that I checked (about 4 months ago) that insiders (including management employees who are not required to file Form 4's) held about 4,000,000 shares.
7) Have any insiders purchased or sold any stock recently (144 or other)? Assuming the term "recently" means within the last two months, some stock has been sold and repurchased for tax loss. Other stock is in the process of being sold and repurchased for tax loss. The Company hopes that its stock purchase plan which did run into a glitch will be fully operational within 30 days. Employees of certain subsidiaries, especially KR Industrial Service of Alabama, Inc., have expressed strong desires to make purchases.
8) On Sept.5, EXSO announced that it had entered into an agreement with Harold ''Butch'' Adams. What has Butch accomplished? Mr. Adams worked with the Company toward resolving some accounting problems. In about November, 1997, he began working on an "as needed" basis. He has returned to his own practice. I believe it is fair to say that he provided assistance in the following areas:
* providing guidance concerning debt management; * providing input in regard to the 7-7 financial situation; * providing guidance into tax payments and withholding; and * providing guidance into accounting operations.
As a side note, let me also say that the position held by Butch's wife, Susan, who was formerly in investor relations at the Company has been eliminated as part of the overall cost cutting of the Company.
9) What is the status of refinancing EXSO's debt for more favorable terms?
I'm sorry but I cannot answer this question because it constitutes inside information.
10) Since hiring Butch, has Ed progressed on the Brownfield initiative.
No, Ed has been involved in other matters. However, other persons inside the Company have progressed on the Brownfield matter.
11)How are the different subsidiaries performing (current financial status)?
* KR Industrial Service of Alabama, Inc. -- performing well in my judgment; * Larco Environmental Services, Inc. -- performing well in my judgment; * Eco-Systems -- performing well in my judgment; * SpilTech Services -- performing well in my judgment; * 7-7 -- not currently a cash drain on the Company and the current situation is under evaluation; * CESI/Cierra - Not operational; * Exsorbet Industries (Ark. subsidiary) - holding assets and not generating profit; * Administrative and Other Non-Operational Subsidiaries -- N/A.
Overall, the industrial service sector (not including 7-7) seems to be the future of the Company. In my opinion, this division is performing in an efficient fashion.
12) What is 7/7 current and future situation (financial, contracts etc)? We are currently evaluating the 7-7 situation. 7-7 is currently not a drain on the parent company's finances.
13) Is 7/7 up for sale, or do you have intentions of putting it on the "block"?
We are uncertain as to the action that we will take and are continuing to evaluate 7-7. Any further information would constitute non-public information.
14) Has the company received any new contracts, if so please elaborate?
Yes. The Company has received several new contracts, but I do not have adequate information to elaborate. Let me say, for example, that KR Industrial Service of Alabama has entered new contracts, at least one of which was a multi-million dollar contract. Under the direction of Messrs. Connors and McDonald, I believe that the industrial services sector can keep just about all equipment that they have, or hereafter acquire, busy with current or future clients (i.e. new contracts).
15) My stock value is currently at a 59% loss, why should I continue to hold and not cut my losses and sell now?
1996 was not a good year for the Company. In 1996, the framework was established for the price of the Company's stock to plummet downward. When Jim Connors took over control of the Company as President and CEO in February, 1997, he inherited numerous financial and other problems. He has managed those problems and developed a business plan which has kept the Company from being required to filed for relief from its creditors.
Jim Connors personally lost close to $1,000,000 in the stock himself. His interest is certainly aligned with the shareholders because he knows that the only way that he will ever recover his losses is to increase shareholder value.
While 1997 will certainly not be profitable (remember the second quarter losses), 1998 is a new and exciting year. We personally believe that 1998 will guide the future of this Company and that the end of the current year will certainly be better than the beginning. Thank you for your inquiries,
Chip Sexton Executive Vice-President Consolidated Eco-Systems, Inc." (note omitted the disclaimer-to conserve room) *****************It should be noted that on March 13-- "Company Press Release Consolidated Eco-Systems Inc. Announces Action by Dollar Bank Against 7-7, Inc.
LITTLE ROCK, Ark.--(BUSINESS WIRE)--March 13, 1998--Consolidated Eco-Systems, Inc.today announced that its subsidiary, 7-7, Inc., has been declared in default of a Loan Agreement,Security Agreement, and Forbearance Agreement by Dollar Bank of Cleveland, Ohio. Dollar Bank has additionally accelerated all amounts due to it from 7-7, Inc. The amounts total approximately $850,000. Dollar Bank has also seized all of the funds of 7-7, Inc. on deposit with Dollar Bank. As a result of the actions of Dollar Bank, the business operations of 7-7, Inc. have effectively been terminated. It is not anticipated that the operations will ever be revived. James J. Connors, Jr., President and Chief Executive Officer of Consolidated Eco-Systems, Inc.,said, ''We are saddened to learn that Dollar Bank has taken this action against 7-7. We understand that 7-7 is currently investigating its rights and remedies in connection with this matter.''
Consolidated Eco-Systems, Inc.( consolidatedeco.com ) is a diversified technology andservice company providing state-of-the-art technical solutions for problems in site remediation,hazardous waste cleanup services, civil and environmental engineering, management andenvironmental consulting, and remediation project management.
This press release contains forward-looking statements with respect to the results of operations and business of the Company that involves risk and uncertainties. These risks and uncertainties are detailed from time-to-time in the Company's filing with the Securities and Exchange Commission,including the Company's Report on Form 10-K for the year ended December 31, 1996 and on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997, and September 30, 1997.
That's about it in a non-opinionated way-waiting on the 10K(they fired their auditor,couldn't agree on past billing-they thought it was excessive,have since hired a new one) the upcomming 10K should be the tell all,there are some who believe the company may post a decent profit(.01),but to be honest I don't know..DD |