UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No.: 001-13259
CUSIP No.: 902974 10 4
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
[ ] Form N-CSR
For Period Ended: September 30, 2003
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:.......................................
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
U S Liquids Inc.
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
411 N. Sam Houston Parkway East, Suite 400
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Houston, Texas 77060-3545
--------------------------------------------------------------------------------
City, State and Zip Code
PART II -- Rules 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
/ / (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within the
prescribed period.
From late September through early November 2003, the Registrant sold several
business units, the proceeds of which were used to reduce the outstanding
indebtedness under the Registrant's credit facility and pay transaction
expenses. As a result of the financial statement restatements which are required
in order to treat certain sales of business units as discontinued operations,
discussions with lenders to extend the maturity date of the Registrant's credit
facility, personnel reductions, and negotiations with prospective purchasers of
additional business units, the Form 10-Q could not be completed within the
prescribed time period.
2
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
William M. DeArman (281) 272-4500
--------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Registrant anticipates reporting revenues from continuing operations in the
range of $17 million to $18 million for the three months ended September 30,
2003 compared to revenues from continuing operations of $19 million to $20
million for the three months ended September 30, 2002. Revenues from continuing
operations decreased primarily as a result of decreased revenues at one of our
Commercial Wastewater Division facilities and decreased volumes throughout the
Commercial Wastewater Division. For the reasons described in Part III above, the
Registrant is unable to provide any further estimates regarding the results of
operations for the three months ended September 30, 2003. Although the
Registrant expects to file its third quarter Form 10-Q by December 31, 2003,
there can be no assurances that the Form 10-Q will be completed by that date.
U S Liquids Inc.
--------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 17, 2003 By: /s/ William M. DeArman
-----------------------------
William M. DeArman,
Chief Executive Officer
3