<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 JUNE 30, 1996
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, 18,896,551 shares outstanding as of
August 7, 1996.
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
PART I: FINANCIAL INFORMATION
ITEM I: FINANCIAL STATEMENTS (Unaudited)
<S> <C>
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>
June 30,
Assets 1996 December 31,
(unaudited) 1995
----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,622,288 $ 3,985,459
Accounts receivable, net 1,187,348 871,968
Prepaid expenses 150,697 182,132
Deferred tax asset 6,000 134,000
Total current assets 5,966,333 5,173,559
----------- -----------
Property and equipment:
Land, primarily disposal site 11,992,056 11,337,667
Building and improvements 331,005 150,793
Vehicles and equipment 4,731,448 3,105,178
----------- -----------
17,054,509 14,593,638
Less: accumulated depreciation (7,235,801) (6,224,889)
----------- -----------
Net property and equipment 9,818,708 8,368,749
----------- -----------
Other assets:
Cost in excess of net assets of
acquired businesses, net of
amortization 1,331,481 1,067,701
Funds held in escrow 300,000 985,535
Other 41,915 41,772
----------- -----------
Total other assets 1,673,396 2,095,008
----------- -----------
Total assets $17,458,437 $15,637,316
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
June 30,
Liabilities and stockholders' equity 1996 December 31,
(unaudited) 1995
----------- -----------
<S> <C> <C>
Current liabilities:
Current maturities of long-term obligations $ 130,276 $ 151,019
Accounts payable 120,724 137,308
Accrued payroll 79,846 79,235
Accrued fees 207,026 143,582
Accrued taxes 215,500 149,318
Accrued other 158,318 113,045
Deferred revenue 373,497 441,200
Total current liabilities 1,285,187 1,214,707
Long-term obligations, less current ----------- -----------
maturities 4,481,205 4,094,450
Accrued Royalties 1,092,989 1,207,591
Closure obligations 1,643,820 1,511,647
Deferred tax liability 194,000 161,000
Minority interest 61,600 61,564
----------- -----------
Total liabilities 8,758,801 8,250,959
----------- -----------
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
18,896,551 shares in 1996 and 18,662,605
shares in 1995 1,889,655 1,866,260
Additional paid-in capital 6,547,715 6,191,110
Change in unrealized value 0 67,046
Accumulated earnings (deficit) 262,266 (738,059)
----------- -----------
Total stockholders' equity 8,699,636 7,386,357
----------- -----------
Total liabilities & stockholders' equity $17,458,437 $15,637,316
</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 Six Months Ended
June 30, June 30,
---------------------------------- ----------------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net revenues $2,981,818 $2,334,093 $5,238,691 $4,669,017
Cost and expenses:
Operating 1,566,077 1,379,049 2,677,776 2,716,488
Selling, general & administrative 573,351 372,705 963,800 725,763
---------- ---------- ---------- ----------
Income from operations 842,390 582,339 1,597,115 1,226,766
Other income (expense):
Other income, primarily interest 135,301 68,764 183,445 84,344
Interest expense (107,661) (92,047) (198,443) (184,199)
---------- ---------- ---------- ----------
Income from operations
before income taxes 870,030 559,056 1,582,117 1,126,911
---------- ---------- ---------- ----------
Income tax provision 296,746 277,386 581,792 544,043
Net income $ 573,284 $ 281,670 $1,000,325 $ 582,868
========== ========== ========== ==========
Earnings per common
and common equivalent share $ 0.03 $ 0.01 $ 0.05 $ 0.03
========== ========== ========== ==========
Weighted average common and
common equivalent shares 21,116,053 19,115,801 20,725,484 19,004,310
========== ========== ========== ==========
</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>
Six Months Ended
---------------------------------
June 30, June 30,
1996 1995
---------- ----------
<S> <C> <C>
Cash Flows from operating activities:
Net income $1,000,325 $ 582,868
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 1,045,555 1,274,883
Non cash interest expense - 80,823
Non cash closure costs 132,173 327,003
Gain on sale of equipment (1,179) (2,709)
Deferred taxes 161,000 445,243
Changes in assets and liabilities:
Accounts receivable (160,906) 309,894
Prepaid expenses 41,782 (15,719)
Accounts payable & accrued liabilities 78,818 (220,622)
Deferred revenue (67,703) (467,464)
---------- ----------
Net cash provided by operating activities 2,229,865 2,314,200
---------- ----------
Cash flows from investing activities:
Additions to property and equipment (1,439,089) (1,643,656)
Proceeds from the sale of equipment 11,000 12,420
Funds held in escrow and other 623,060 (5,043)
Purchase of business (411,522) -
---------- ----------
Net cash used in investing activities (1,216,551) (1,636,279)
---------- ----------
Cash flows from financing activities:
Proceeds from issuances of debt, net of conversions - 104,118
Payment of debt and capital lease obligations (376,485) (229,599)
---------- ----------
Net cash used in financing activities (376,485) (125,481)
---------- ----------
Increase in cash and cash equivalents 636,829 552,440
Cash and cash equivalents, beginning of period 3,985,459 1,633,398
---------- ----------
Cash and cash equivalents, end of period $4,622,288 $2,185,838
========== ==========
</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 June 30, 1996 and June 30, 1995
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 results for interim periods are not necessarily indicative of the
results that can be expected for a full year. These statements should be read
in conjunction with the Company's Annual Report for 1995 on Form 10-K dated
March 29, 1996.
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 $265,000 and $140,000 for income taxes
and $198,000 and $101,000 for interest during the six months ended June 30,
1996 and June 30, 1995, respectively.
<TABLE>
<CAPTION>
6 MONTHS ENDED JUNE 30,
SIGNIFICANT NON-CASH TRANSACTIONS: 1996 1995
---- ----
<S> <C> <C>
Purchase of equipment and vehicles
financed by notes payable. $104,118
Assumption of debt associated with
purchase of business $614,000
</TABLE>
Income Taxes
The total provision for income taxes at June 30, 1996 is $582,000.
The current portion of the provision for income taxes at June 30, 1996
consists of Federal income tax expense of $326,000 and state income tax expense
of $95,000. The deferred income tax provision of $161,000 primarily represents
the utilization of AMT tax credits and depreciation differences.
5
<PAGE> 7
The net deferred tax liability at June 30, 1996 consists primarily of
basis differences in fixed assets caused by accelerated depreciation used for
tax purposes.
3) ISSUANCE OF 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 utilized
the feature of issuing additional Debentures in payment of interest 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 through June 30, 1996 on the
Debentures amounts to $162,000. 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.
4) ACQUISITIONS
(a) On March 21, 1996, the Company acquired North Florida Sweeping,
Inc. ("NFS"), a street sweeping and solid waste rolloff collection company
located in Jacksonville, FL. The consideration given of $1,349,000 consisted
of $280,000 of common stock (233,946 shares of the Company's stock valued at
$1.197 per share as agreed to between the parties), cash of $355,000,
assumption of NFS debt in the amount of $614,000 and 75,000 common stock
warrants that are exercisable at $1.25 per share. The Company also extended
the exercise date for warrants issued pursuant to that certain warrant
agreement with Allen & Company from August 2, 1996 to February 2, 1998 as
consideration for investment advisory services provided to the Company in
connection with the purchase of NFS. The Company assigned a value of $100,000
to this modification in accordance with FASB 123 (accounting for stock based
compensation).
The acquisition was accounted for by the purchase method of
accounting, and accordingly, the consideration given has been allocated to the
assets acquired and the liabilities assumed based on the estimated fair values
at the date of acquisition. The excess of the purchase price over the fair
value of the assets acquired was approximately $257,000 and has been recorded
as goodwill, which is being amortized on a straight line basis over 20 years.
(b) On August 12, 1996 the company acquired the Spectrum Group,
Inc.(d/b/a United Sanitation "United") a collection, recycling and transfer
company located in Ocala, Florida. The consideration given was comprised of
2,000,000 shares of common stock, cash of approximately $1,000,000, and
assumption of approximately $2,400,000 of debt. This acquisition was also
accounted for by the purchase method of accounting.
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 revenues for the quarter ended June 30, 1996 consisted of
collection revenues of $960,000, disposal revenues of $1,271,000, transfer
revenues of $227,000 and sweeping revenues of $524,000. Collection revenues
increased 35%, disposal revenues decreased 10% and transfer revenues increased
10% over second quarter 1995 results. There were no related sweeping revenues
for the second quarter of 1995. Sweeping operations commenced on March 22,
1996 with the acquisition of North Florida Sweeping,Inc. ("NFS"). Net sales
for the six months ended June 30, 1996 consisted of collection revenues of
$1,779,000, disposal revenues of $2,434,000, transfer revenues of $445,000 and
sweeping revenues of $581,000. The increase in collection revenues is
primarily attributed to higher levels of commercial and municipal services.
Lower disposal revenues principally reflect the decreased volumes at the Pecan
Row Landfill and excludes all intercompany activity.
Operating expenses related to the collection, disposal, transfer
activities and sweeping for the quarter ended June 30, 1996, consisted of
collection expenses of $386,000, disposal expenses of $724,000, transfer
expenses of $92,000 and sweeping expenses of $364,000. Costs and expenses for
collection operations increased 29% over the second quarter of 1995. Disposal
operating costs decreased 28% from the second quarter of 1995. The increases
in collection costs were principally related to higher operating levels in
1996. The decrease in disposal costs resulted from 1) decreased volumes
compared to the second quarter of 1995 and 2) a reduction in cell related
amortization rates due to the Company's obtaining a permit modification to
expand the landfill vertically. The Company's cell related amortization rates
decreased by $3.40 per ton or $208,000 for the second quarter of 1996.
Transfer station costs increased 15% due to increased volumes.
Selling, general and administrative expenses for collection, disposal
and transfer activities in the second quarter ended June 30, 1996, were
$104,000, $84,000 and $1,000, respectively, as compared to $76,000, $83,000 and
$2,000 for the second quarter of 1995. Sweeping administration expenses for
the second quarter of 1996 were $74,000 with no comparable expenses in 1995.
Corporate overhead for the most recent three months was $291,000 as compared to
$204,000 in the second quarter of 1995. The increase in corporate overhead
resulted primarily from increased professional fees and related expenses.
Net income for the quarter ended June 30, 1996 was $573,000. Higher
operating levels, the addition of NFS and decreased cell related amortization
costs during this second quarter of 1996 resulted in a $291,000 improvement
over the 1995 second quarter results.
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
7
<PAGE> 9
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: JUNE 30, 1996 JUNE 30, 1995
------------- -------------
<S> <C> <C>
Disposal $1,270,740 $1,414,853
Collection 959,523 712,165
Transfer 227,352 207,075
Sweeping 524,203 --
---------- ----------
Total 2,981,818 2,334,093
Operating Expenses (1) 952,904 590,629
---------- ----------
Gross Margin before non-cash items 2,028,914 1,743,464
Selling, General and Administrative (2) $ 263,217 $ 161,088
---------- ----------
Operating Cash Flow from disposal,
collection, transfer and sweeping companies (3) $1,765,697 $1,582,376
========== ==========
</TABLE>
- ---------------------------
1. Excludes depreciation and non-cash closure costs of $613,173 and
$788,420 for period ending June 30, 1996 and 1995, respectively.
2. Excludes amortization expense of $19,194. No corporate overhead for
the periods has been allocated, which was $290,940 and $203,835 for
the period ending June 30, 1996 and 1995, respectively.
3. Capital expenditures were $462,018 and $240,690 for the periods ending
June 30, 1996 and 1995, respectively which resulted in free cash flow
of $1,303,679 and $1,341,686 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 June 30, 1996, the
Company had positive working capital of $4,681,146 as compared with $3,958,852
at December 31, 1995. The increase in working capital resulted primarily from
the increased revenues and improved operating efficiencies of the Company's
operating entities.
The Company's operating performance is expected to be sufficient to
support corporate overhead and other expenses during 1996. Management believes
that current working capital and internally generated funds will be sufficient
to meet the Company's working capital requirements during 1996.
Ongoing Capital Requirements and Expansion
Historically, the Company has relied primarily 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
8
<PAGE> 10
cash requirements and 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 $2,600,000 in 1996. The Company expects
that it will fund such estimated capital expenditures from existing cash, cash
generated from operations and equipment lease financing.
Acquisitions
The Company's business strategy includes the acquisition, on
financially attractive terms, of additional solid waste management companies as
well as related sanitation and infrastructure maintenance business. Such
acquisitions may be accomplished through the issuance of the Company's common
stock, cash on hand, or may require cash in excess of the Company's current
cash available. Although GeoWaste's improved operating results and financial
performance are expected to improve its access to any financing which may be
necessary to acquire such businesses, there can be no assurance that such
additional financing can be obtained on terms acceptable, to the Company.
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. The Company intends to pursue the further expansion of the Pecan
Row Landfill through the permitting of a new facility near or adjacent to the
existing site.
On March 21, 1996 the Company acquired North Florida Sweeping Inc.,
("NFS"), a street sweeping and solid waste roll off collection company located
in Jacksonville, Florida. The consideration given of $1,349,000 consisted of
$280,000 worth of stock (233,946 shares valued at 1.197 per share), cash of
$355,000, assumption of debt in the amount of $614,000 and 75,000 warrants
issued at $1.25 per share. The Company also extended the exercise date for
warrants issued pursuant to that certain warrant agreement with Allen & Company
from August 2, 1996 to February 2, 1998 as consideration for investment
advisory services provided to the Company in connection with the purchase of
NFS. The Company assigned a value of $100,000 to this modification in
accordance with FASB 123 (accounting for stock based compensation).
On August 12, 1996 the Company acquired The Spectrum Group, Inc (d/b/a
United Sanitation "United") a collection, recycling and transfer company
located in Ocala, Florida. The consideration given was comprised of 2,000,000
shares of common stock, cash of approximately $1,000,000, and assumption of
approximately $2,400,000 of debt. This acquisition was also accounted for by
the purchase method of accounting.
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:
On July 29, 1996 and August 1, 1996, Frederick J. Iseman and Kevin R.
Kohn, respectively, resigned their positions as members of the Board of
Directors of the Company. In connection with the closing of the Spectrum
Group, Inc. transaction (See "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations: Acquisitions") Michael D. Paglia
has been elected to the Board of Directors replacing Mr. Kohn. The Company
intends to fill the remaining vacant seat on the Board of Directors at some
time in the future.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
Computation of Net Earnings and Net Loss Per Share:
Three month period ended June 30, 1996 - Exhibit 11.1
Six month period ended June 30, 1996 - Exhibit 11.2
(b) Reports on Form 8-K:
Item 5. Other Events - April 3, 1996
Acquisition of North Florida
Sweeping, Inc.
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
August 14, 1996
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 June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
11.2 Computation of Net Earnings Per Share
for the six month period ended June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
27 Financial Data Schedule (for SEC use only) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
12
<PAGE> 1
EXHIBIT 11.1
GEOWASTE INCORPORATED AND SUBSIDIARIES
COMPUTATION OF NET EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Fully
Primary Diluted
------- -------
<S> <C> <C>
Weighted Average Common Shares
outstanding . . . . . . . . . . . . . . . . . . . . . . . . 18,724,574 18,724,574
Convertible debt . . . . . . . . . . . . . . . . . . . . . -- 2,774,475
Stock options and warrants outstanding . . . . . . . . . . 2,391,479 2,546,765
---------- ----------
Weighted average shares of common shares outstanding . . . 21,116,053 24,045,814
========== ==========
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 573,284 $ 626,626
========== ==========
Earnings per share . . . . . . . . . . . . . . . . . . . . $ .03 $ .03
========== ==========
</TABLE>
Note: Primary earnings per common share is used due to the anti dilutive
effect of the convertible debt.
13
<PAGE> 1
EXHIBIT 11.2
GEOWASTE INCORPORATED AND SUBSIDIARIES
COMPUTATION OF NET EARNINGS PER SHARE
FOR THE SIX MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Fully
Primary Diluted
------- -------
<S> <C> <C>
Weighted Average Common Shares
outstanding . . . . . . . . . . . . . . . . . . . . . . . . 18,724,574 18,724,574
Convertible debt . . . . . . . . . . . . . . . . . . . . . -- 2,774,475
Stock options and warrants outstanding . . . . . . . . . . 2,000,910 2,196,894
------------ -------------
Weighted average shares of common shares outstanding . . . 20,725,484 23,695,943
============ =============
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000,325 $ 1,108,144
============ =============
Earnings per share . . . . . . . . . . . . . . . . . . . . $ .05 $ .05
============ =============
</TABLE>
Note: Primary earnings per common share is used due to the anti dilutive
effect of the convertible debt.
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,622,288
<SECURITIES> 0
<RECEIVABLES> 1,187,348
<ALLOWANCES> 21,005
<INVENTORY> 0
<CURRENT-ASSETS> 5,966,333
<PP&E> 17,054,509
<DEPRECIATION> 7,235,801
<TOTAL-ASSETS> 17,458,437
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0
0
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</TABLE>
