GEOWASTE INC
10-Q, 1995-11-13
REFUSE SYSTEMS
Previous: USP REAL ESTATE INVESTMENT TRUST, 10-Q, 1995-11-13
Next: VALLEY FORGE CORP, 10-Q, 1995-11-13



<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            ________________________

                                   FORM 10-Q
      (MARK ONE)
         [x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly Period Ended September 30, 1995

                                       or

         [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


     For the transition period ____________________ to ____________________

                         COMMISSION FILE NUMBER 0-9278

                           __________________________

                             GEOWASTE INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                          ___________________________

STATE OF INCORPORATION:  DELAWARE             I.R.S. EMPLOYER ID. NO. 36-2751684


                         SUITE 208, 24 CATHEDRAL PLACE
                            ST. AUGUSTINE, FL  32084
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (904) 824-0201
              (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.

                               Yes  [x]   No  [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         Common Stock, $0.10 Par Value, 18,662,605 shares outstanding as of
November 10, 1995.




================================================================================
                                        
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                   <C>
                                             PART I:  FINANCIAL INFORMATION

ITEM I:  FINANCIAL STATEMENTS (Unaudited)

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-6


ITEM 2:          Management's Discussion and Analysis of Financial                                                               
                 Condition and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-9


                                               PART II:  OTHER INFORMATION


ITEM 1:          LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ITEM 2:          CHANGES IN SECURITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ITEM 3:          DEFAULTS UPON SENIOR SECURITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ITEM 4:          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  . . . . . . . . . . . . . . . . . . . . . . . .  10

ITEM 5:          OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ITEM 6:          EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                                                                                                                         
</TABLE>
<PAGE>   3
                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                September 30,                                                     
         Assets                                     1995          December 31,                                    
                                                 (unaudited)         1994                                         
                                                -------------    -------------                                    
<S>                                             <C>              <C>                                              
Current assets:                                                                                                   
  Cash and cash equivalents                     $ 3,636,810      $ 1,633,398                                      
  Accounts receivable, net                          984,231        1,013,228                                      
  Prepaid expenses                                  183,760          119,894                                      
  Deferred tax asset                                 83,000          525,000                                      
                                                -----------      -----------                                      
  Total current assets                            4,887,801        3,291,520                                      
                                                -----------      -----------                                      
                                                                                                                  
Property and equipment:                                                                                           
  Land, primarily disposal site                  11,295,377       10,663,213                                      
  Building and improvements                         150,793          149,372                                      
  Vehicles and equipment                          3,145,380        2,551,785                                      
                                                -----------      -----------                                      
                                                                                                                  
                                                 14,591,550       13,364,370                                      
  Less: accumulated depreciation                 (5,735,220)      (3,914,197)                                     
                                                -----------      -----------                                      
  Net property and equipment                      8,856,330        9,450,173                                      
                                                -----------      -----------                                      
Other assets:                                                                                                     
  Cost in excess of net assets of                                                                                 
    acquired businesses, net of                                                                                   
    amortization                                  1,115,532        1,138,881                                      
  Funds held in escrow                              612,010          588,971                                      
  Other                                              46,475           58,412                                      
                                                -----------      -----------                                      
                                                                                                                  
  Total other assets                              1,774,017        1,786,264                                      
                                                -----------      -----------                                      
      Total assets                              $15,518,148      $14,527,957                                      
                                                ===========      ===========                                      

<CAPTION>
                                                 September 30,
      Liabilities and stockholders' equity           1995         December 31,
                                                  (unaudited)        1994
                                                --------------   -------------
<S>                                             <C>              <C>  
Current liabilities:
  Current maturities of long-term obligations   $   153,317      $   167,971
  Accounts payable                                  160,089          849,104
  Accrued payroll                                    69,171           80,700
  Accrued fees                                      140,231          154,459
  Acrrued taxes                                      84,000           90,000
  Accrued other                                     121,861           49,772
  Deferred revenue                                  873,242          564,212
                                                -----------      -----------
  Total current liabilities                       1,601,911        1,956,218
Long-term obligations, less current
  maturities                                      5,420,106        5,539,195
  Closure obligations                             1,370,642          891,175
  Deferred tax liability                            139,000          229,000
  Minority interest                                  61,829           63,547
                                                -----------      -----------
   Total liabilities                              8,593,488        8,679,135
                                                -----------      -----------
  Stockholders' equity:
   Preferred stock, authorized 5,000,000
    shares, $.01 par value; none issued
    or outstanding
   Common stock, authorized 50,000,000 shares,
    $.10 par value; issued and outstanding
    18,662,605 shares in 1995 and 1994            1,866,260        1,866,260
   Additional paid-in capital                     6,191,110        6,191,110
   Change in unrealized value                         8,969           (8,179)
   Accumulated deficit                           (1,141,679)      (2,200,369)
                                                -----------      -----------
   Total stockholders' equity                     6,924,660        5,848,822
                                                -----------      -----------
  Total liabilities & stockholders' equity      $15,518,148      $14,527,957 
                                                ===========      ===========

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       2




<PAGE>   4
                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                 Three Months Ended                   Nine Months Ended
                                                    September 30,                        September 30,
                                          -------------------------------      -------------------------------
                                              1995                1994             1995                1994
                                          -----------         -----------      -----------         -----------
<S>                                       <C>                 <C>              <C>                 <C>
Net revenues                              $ 2,176,717         $ 1,856,867      $ 6,845,734         $ 4,846,148

Cost and expenses:
    Operating                               1,307,592           1,133,688        4,024,080           2,856,879
    Selling, general & administrative         386,488             357,398        1,112,251           1,120,336
                                          -----------         -----------      -----------         -----------
Income from operations                        482,637             365,781        1,709,403             868,933

Other income (expense):
    Other income, primarily interest           30,422              14,140          114,766              40,154
    Interest expense                          (95,280)            (89,450)        (279,479)           (272,519)
                                          -----------         -----------      -----------         -----------
Income from operations
  before income taxes                         417,779             290,471        1,544,690             636,568

Income tax provision                          (58,043)             34,265          486,000              86,840
                                          -----------         -----------      -----------         -----------
Net income                                $   475,822         $   256,206      $ 1,058,690         $   549,728
                                          ===========         ===========      ===========         ===========
Earnings per common
 and common equivalent share              $      0.02         $      0.01      $      0.05         $      0.03
                                          ===========         ===========      ===========         ===========
Weighted average common and
 common equivalent shares                  20,176,613          18,811,929       19,591,254          19,000,317
                                          ===========         ===========      ===========         ===========


</TABLE>





The accompanying notes are an integral part of the consolidated financial 
statements.

                                       3
<PAGE>   5
                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                      -----------------------------
                                                      September 30,   September 30,
                                                          1995            1994
                                                      -------------   -------------
<S>                                                    <C>             <C>
Cash Flows from operating activities:
  Net income                                           $1,058,690      $  549,728

Adjustments to reconcile net income to net cash
 provided by operating activities:
     Depreciation and amortization                      1,884,180       1,333,523
     Non cash interest expense                             80,823         227,680
     Non cash closure costs                               479,467         334,643
     Gain on sale of equipment                             (3,208)         (2,246)
     Deferred taxes                                       352,000             -
Changes in assets and liabilities:
     Accounts receivable                                   28,998        (301,603)
     Prepaid expenses                                     (63,866)       (109,482)
     Accounts payable & accrued liabilities               (82,847)        166,482
     Deferred revenue                                     309,030          18,355
                                                       ----------      ----------
Net cash provided by operating activities               4,043,267       2,217,080
                                                       ----------      ----------

Cash flows from investing activities:
     Additions to property and equipment               (1,733,597)     (1,859,130)
     Proceeds from the sale of equipment                   13,170          90,484
     Funds held in escrow and other                          (744)        (44,762)
                                                       ----------      ----------
Net cash used in investing activities                  (1,721,171)     (1,813,408)
                                                       ----------      ----------

Cash flows from financing activities:
     Payment of debt and capital lease obligations       (318,684)       (304,453)
                                                       ----------      ----------
Net cash used in financing activities                    (318,684)       (304,453)
                                                       ----------      ----------

Increase in cash and cash equivalents                   2,003,412          99,219
     Cash and cash equivalents, beginning of period     1,633,398       1,209,259
                                                       ----------      ----------
     Cash and cash equivalents, end of period          $3,636,810      $1,308,478
                                                       ==========      ==========

</TABLE>





The accompanying notes are an integral part of the consolidated financial 
statements.

                                      4

<PAGE>   6

                     GEOWASTE INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1)       BASIS OF PRESENTATION

         In the opinion of management, the unaudited consolidated financial
statements for the interim periods ended September 30, 1995 and September 30,
1994 reflect all adjustments, including normally recurring accruals, necessary
to present fairly the financial condition and results of operations of the
Company for and as of the periods and dates indicated.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in accordance with the rules of the Securities and Exchange Commission.
Operating reports for interim periods are not necessarily indicative of the
results that can be effected for a full year.  These statements should be read
in conjunction with the Company's Annual Report for 1994 on Form 10-K dated
March 30, 1995.


2)       SIGNIFICANT ACCOUNTING POLICIES

         Earnings Per Common Share

         Earnings per common and common equivalent share is computed using the
weighted average number of common and common equivalent shares (stock options,
warrants and conversion of subordinated notes) outstanding during each period.


         Consolidated Statements of Cash Flows

         For purposes of reporting cash flows, the Company considers all
certificates of deposit and time deposits with original maturities of three
months or less to be cash equivalents.

         The Company paid approximately $152,000 and $3,000 for income taxes
and $194,000 and $39,000 for interest during the nine months ended September
30, 1995 and September 30, 1994, respectively.
<TABLE>
<CAPTION>
                                                        Nine Months Ended September 30,
         Significant non-cash transactions                    1995             1994
                                                              ----             ----
         <S>                                                <C>              <C>
         o Purchase of equipment and vehicles               $104,118         $140,010
            financed by notes payable
         o Purchased land in exchange for a                        -           24,000
            note payable


</TABLE>
                 
         Income Taxes        

         During the third quarter of 1995 the Company elected to adopt Section
468 of the Internal Revenue Code which allows current deductions for future
closure costs with respect to the Company's landfill (subject to limitations).
These deductions were previously deferred for income tax purposes while being
expensed currently for financial statement purposes.

         At September 30, 1995, and as a result of adopting Section 468, the
Company had approximately $109,000 of net operating loss carryforwards
available to offset future income through 2009.





                                       5
<PAGE>   7


         The current provision for income taxes at September 30, 1995 consists
of the following: 
<TABLE>
         <S>                                    <C>
         Current
                          Federal               $ 66,000
                          State                   68,000
                                                --------
                                                 134,000
                                                --------
         Deferred
                          Federal                352,000
                          State                        0
                                                --------
                                                 352,000
                                                --------
         Income tax provision                   $486,000
                                                ========
</TABLE>

         The difference between the actual income tax provision and the tax
provision computed by applying the statutory federal income tax rate to income
before taxes is attributable to the following:
<TABLE>
<CAPTION>
                                                                    Amount     Percentage
                                                                    ------     ----------
         <S>                                                        <C>             <C>
         Tax computed using federal statutory rate                  $540,000         35
         State income taxes, net of federal income
           tax effect                                                126,000          8
         Utilization of net operating loss carryforward
           created due to IRC Section 468 election                  (157,000)       (11)
         Other                                                       (23,000)        (1)
                                                                    -------------------
                                                                    $486,000         31
                                                                    ===================
</TABLE>

         The components of deferred tax assets and liabilities, as of September
30, 1995, were as follows: 

<TABLE>
         <S>                                                        <C>
         Current deferred tax assets:
                 Alternate minimum tax credit                       $  77,000
                 Net operating loss carryforwards                      38,000
                 Reserve for bad debts                                  6,000
                 Valuation allowance                                  (38,000)
                                                                    ---------
                 Total current deferred tax assets                  $  83,000 
                                                                    =========
         Long term deferred tax liability:
                 Depreciation                                       $(139,000)
                                                                    =========
</TABLE>

         The change in the valuation allowance from December 31, 1994 to
September 30, 1995 was due primarily to the utilization of net operating loss
carryforwards.

3)       SUBORDINATED DEBT

         On March 5, 1992, the Company completed a private placement of $3
million in Convertible Subordinated Debentures due March 31, 1997 (the
"Debentures").  The Debentures have a term of five years and bear interest at
the rate of 8.5% per annum, payable quarterly.  Interest is payable in either
cash or additional Debentures at the Company's option.  The Company has
utilized this feature for each quarter since the issuance of the Debentures, up
to and including the quarter ended March 31, 1995.  Beginning with the second
quarter of 1995, the Company chose to pay interest of $82,500 per quarter
rather than issue additional Debentures.  Total interest paid this year on the
Debentures amounts to $165,000.  The Debentures are convertible into the
Company's common stock at a conversion rate of $1.40 per share.  Pursuant to
the terms of the Debentures, the Company is obligated to subordinate certain
subsequent issuances of debt to the rights of the holders of the Debentures.
The Debentures subject the Company to certain covenants, certain prepayment and
conversion obligations and certain restrictions with respect to the declaration
and payment of dividends.





                                       6
<PAGE>   8

ITEM 2              GEOWASTE INCORPORATED AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

         Net sales for the quarter ended September 30, 1995 consisted of
collection revenues of $658,000, disposal revenues of $1,313,000 and transfer
revenues of $206,000.  Collection revenues decreased 2% and disposal revenues
increased 11% over third quarter 1994 results. The decrease in collection
revenues is primarily attributed to the loss of a municipal contract.  There
were no related transfer revenues for the third quarter of 1994.  Transfer
operations commenced in the fourth quarter of 1994.  Net sales for the nine
months ended September 30, 1995 consisted of collection revenues of $2,065,000,
disposal revenues of $4,161,000 and transfer revenues of $620,000.  For the
nine months ended September 30, 1995 collection revenues increased 12% and
disposal revenues increased 38% over 1994 results.  Higher disposal revenues
principally reflect the increased volumes at the Pecan Row Landfill and
excludes all intercompany activity.

         Operating expenses related to the collection, disposal and transfer
activities for the quarter ended September 30, 1995, consisted of collection
expenses of $296,000, disposal expenses of $924,000 and transfer expenses of
$88,000.  Costs and expenses for collection operations decreased 1% from the
third quarter of 1994.  Disposal operating costs increased 11% over the third
quarter of 1994.  The decrease in collection costs is principally related to
lower operating levels in 1995.  The increase in disposal costs resulted from
the costs associated with increased disposal volumes.  Operating expenses
related to the collection, disposal and transfer activities for the nine months
ended September 30, 1995, consisted of collection expenses of $909,000,
disposal expenses of $2,864,000 and transfer expenses of $250,000.  Prior year
nine month figures for collection and disposal were $766,000 and $2,091,000
respectively.  There are no related nine month 1994 transfer expenses.

         Selling, general and administrative expenses for collection and
disposal activities in the third quarter ended September 30, 1995, were $71,000
and $73,000, respectively, as compared to $63,000 and $59,000 for the third
quarter of 1994.  Transfer administration expenses for the third quarter of
1995 were $1,000 with no comparable expenses in 1994.  Corporate overhead for
the most recent three months was $242,000 as compared to $235,000 in the third
quarter of 1994.  Selling, general and administrative expenses (excluding
corporate overhead) for collection and disposal activities in the nine months
ended September 30, 1995 were $216,000 and $235,000, respectively, as compared
to $209,000 and $168,000 in 1994.  Corporate overhead for the nine months ended
September 30, 1995 was $656,000, as compared to $743,000 in 1994.

         Net income for the quarter ended September 30, 1995 was $476,000 and
for the nine months ended September 30, 1995 was $1,059,000.  During the third
quarter the Company elected to adopt Section 468 of the Internal Revenue code
which allows current deductibility of closure costs (subject to limitations). 
The tax provision was adjusted to reflect this election. Higher operating
levels and decreased corporate charges along with the aforementioned tax
election during this third quarter of 1995 resulted in a $220,000 and $509,000
improvement for the quarter and nine month period respectively, over comparable
1994 results.





                                       7
<PAGE>   9


            SELECTED FINANCIAL DATA OF THE REGISTRANT'S OPERATIONS

The table below sets forth certain financial data of the Company's collection,
transfer and disposal operations in Georgia and Florida.  These operating
results do not include the corporate overhead expenses of the parent, which are
associated with the operation of the Company as a public entity and the pursuit
of the Company's business strategy of acquiring additional disposal and
collection operations.  The Company believes that the operating information set
forth below is an accurate representation of the operating results of the
Georgia and Florida operations on a stand-alone basis.

<TABLE>
<CAPTION>
                                                                                          THREE MONTHS              THREE MONTHS   
                                                                                              ENDED                     ENDED      
                 Revenues:                                                                 SEPT 30,1995             SEPT 30, 1994  
                                                                                           ------------             -------------  
                 <S>                                                                        <C>                       <C>
                   Disposal                                                                 $1,312,976                $1,184,040
                   Collection                                                                  658,128                   672,827
                   Transfer                                                                    205,613                    --       
                                                                                            ----------                ----------
                   Total                                                                     2,176,717                 1,856,867
                 Operating Expenses (1)                                                        559,624                   500,873
                                                                                            ----------                ----------
                 Gross Margin                                                                1,617,093                 1,355,994
                 Selling, General and Administrative (2)                                       136,840                   115,050
                                                                                            ----------                ----------
                 Operating Cash Flow                                                        $1,480,253                $1,240,944 
                                                                                            ==========                ==========
</TABLE>
____________________________
1.       Excludes depreciation and non-cash closure costs of $747,968 and
         $632,815 for period ending September 30, 1995 and 1994, respectively.
2.       Excludes amortization expense of $7,782.  No corporate overhead has
         been allocated, $241,866 and $235,565 for the period ending September
         30, 1995 and 1994, respectively.
3.       Capital expenditures were $194,059 and $849,430 for the period ending
         September 30, 1995 and 1994, respectively which resulted in free cash
         flow of $1,286,194 and $391,514 in the related quarters.

Liquidity and Capital Resources

         The Company is in a service industry and has neither significant
inventory nor seasonal variations in receivables.  At September 30, 1995, the
Company had positive working capital of $3,300,690 as compared with $1,335,302
at December 31, 1994.  The increase in working capital resulted primarily from
the increased revenues and improved operating efficiencies of the Company's
operating entities.

         The Company's improved operating performance is expected to be
sufficient to support corporate overhead and other expenses.  Management
believes that current working capital and internally generated funds will be
sufficient to meet the Company's working capital requirements for the
foreseeable future.

Ongoing Capital Requirements and Expansion

         The Company has relied on the private placement of debt and equity
securities in order to provide it with the cash required for capital
expenditures, acquisitions, and to partially fund operating activities.  Set
forth below is a discussion of the Company's primary ongoing cash requirements
and





                                       8
<PAGE>   10


the means by which it expects to meet these requirements in the future.


Operating Activities

         The Company anticipates that the cash generated from operating
activities will be sufficient to provide the cash required for these
activities.



Capital Expenditures

         The Company expects to make capital expenditures on an ongoing basis
for improvements to, and expansion of, its landfill and for equipment
purchases.  The Company estimates that the capital expenditures required for
its existing operations will amount to $1,900,000 in 1995.  The Company expects
that it will fund such estimated capital expenditures from existing cash, cash
generated from operations and equipment lease financing.

         The development and permitting of new disposal facilities requires
significant capital expenditures over an extended period.  Any growth of the
Company through the permitting of new disposal facilities or the lateral
expansion of its existing disposal facility would require substantial capital
expenditures.

Acquisitions

         The Company's business strategy includes the acquisition of, or
combination with, solid waste management companies on financially attractive
terms.  The Company competes with other solid waste disposal and collection
companies, some of which have significantly greater resources than the Company,
with respect to potential acquisitions and business combinations.  Therefore,
there can be no assurance that the Company will be able to consummate
acquisitions or combinations on terms acceptable to the Company.





                                       9
<PAGE>   11

                          PART II:  OTHER INFORMATION

Item 1.          Legal Proceedings:
                          Not applicable.

Item 2.          Changes in Securities:
                          Not applicable.

Item 3.          Defaults upon Senior Securities:
                          Not applicable.

Item 4.          Submission of matters to a Vote of Security Holders:
                          Not applicable.

Item 5.          Other Information:
                          Not applicable.

Item 6.          Exhibits and Reports on Form 8-K:

                 (a)      Exhibits:

                          Computation of Net Earnings and Net Loss Per     
                          Share:                                           
                                                                               
                              Three month period ended September 30, 1995      
                              - Exhibit 11.1                                   
                              Nine month period ended September 30, 1995       
                              - Exhibit 11.2                                   

                          Financial Data Schedule (for SEC use only) - Exhibit
                          27

                 (b)      Reports on Form 8-K:

                                  None





                                       10
<PAGE>   12

                                   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 thereunto duly authorized.

                                     GEOWASTE INCORPORATED
                                     ---------------------
                                         (Registrant)




                                     /s/ Raymond F. Chase                  
                                     ----------------------------------------
                                     Raymond F. Chase
                                     Vice President and Chief Financial Officer




November 13, 1995





                                       11
<PAGE>   13

                                 Exhibit Index


<TABLE>
<CAPTION>
                                                                                                            Sequentially
                                                                                                              Numbered
Exhibit                                                                                                         Pages        
- -------                                                                                                     -------------
<S>      <C>                                                                                                     <C>
11.1     Computation of Net Earnings Per Share
         for the three month period ended September 30, 1995. . . . . . . . . . . . . . . . . . . . . . . . . .  13

11.2     Computation of Net Earnings Per Share
         for the nine month period ended September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . .  14

27       Financial Data Schedule (for SEC use only) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
</TABLE>





                                       12

<PAGE>   1

                                                                    EXHIBIT 11.1


                     GEOWASTE INCORPORATED AND SUBSIDIARIES

                     COMPUTATION OF NET EARNINGS PER SHARE

                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995





<TABLE>
<CAPTION>
                                                                                                                        Fully
                                                                                             Primary                   Diluted
                                                                                             -------                   -------
                 <S>                                                                       <C>                      <C>
                                                                                                                          
                 Weighted Average Common Shares
                 outstanding . . . . . . . . . . . . . . . . . . . . . . .                  18,662,605               18,662,605

                 Convertible debt  . . . . . . . . . . . . . . . . . . . . .                   --                     2,774,475

                 Stock options and warrants outstanding  . . . . . . . . . .                 1,514,008                2,028,952
                                                                                           -----------              -----------

                 Weighted average shares of common shares outstanding  . . .
                                                                                            20,176,613               23,466,032 
                                                                                           ===========              ===========
                 Net income  . . . . . . . . . . . . . . . . . . . . . . . .
                                                                                           $   475,822              $   558,361 
                                                                                           ===========              ===========
                 Earnings per share  . . . . . . . . . . . . . . . . . . . .
                                                                                           $       .02              $       .02
                                                                                           ===========              ===========
</TABLE>





                                       13

<PAGE>   1

                                                                    EXHIBIT 11.2


                     GEOWASTE INCORPORATED AND SUBSIDIARIES

                     COMPUTATION OF NET EARNINGS PER SHARE

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995





<TABLE>
<CAPTION>
                                                                                                                      Fully
                                                                                            Primary                  Diluted
                                                                                            -------                  -------
                 <S>                                                                      <C>                      <C>
                                                                                                                          
                 Weighted Average Common Shares
                 outstanding   . . . . . . . . . . . . . . . . . . . . . . .               18,662,605               18,662,605

                 Convertible debt  . . . . . . . . . . . . . . . . . . . . .                  --                     2,774,475

                 Stock options and warrants
                 outstanding . . . . . . . . . . . . . . . . . . . . . . . .                  928,649                2,322,338 
                                                                                          -----------              -----------

                 Weighted average shares of common shares outstanding  . . .
                                                                                           19,591,254               23,759,418 
                                                                                          ===========              ===========
                 Net income  . . . . . . . . . . . . . . . . . . . . . . . .
                                                                                          $ 1,058,690              $ 1,304,591 
                                                                                          ===========              ===========
                 Earnings per share  . . . . . . . . . . . . . . . . . . . .
                                                                                          $       .05              $       .05 
                                                                                          ===========              ===========
</TABLE>





                                       14

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       3,636,810
<SECURITIES>                                         0
<RECEIVABLES>                                  984,231
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             4,887,801
<PP&E>                                      14,591,550
<DEPRECIATION>                               5,735,220
<TOTAL-ASSETS>                              15,518,148
<CURRENT-LIABILITIES>                        1,601,911
<BONDS>                                              0
<COMMON>                                     1,866,260
                                0
                                          0
<OTHER-SE>                                   5,058,400
<TOTAL-LIABILITY-AND-EQUITY>                15,518,148
<SALES>                                      6,845,734
<TOTAL-REVENUES>                             6,845,734
<CGS>                                        4,024,080
<TOTAL-COSTS>                                4,024,080
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             279,479
<INCOME-PRETAX>                              1,544,690
<INCOME-TAX>                                   486,000
<INCOME-CONTINUING>                          1,058,690
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,058,690
<EPS-PRIMARY>                                      .05
<EPS-DILUTED>                                      .05
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission