<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended MARCH 31, 1996 or
----------------------------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------------------------ ---------------------
Commission File Number 0-14315
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ATC COMMUNICATIONS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-2050538
- ----------------------------------------- ----------------------------------
(State of incorporation) (I. R. S. Employer
Identification No.)
5950 Berkshire Lane, Suite 1650 Dallas, Texas 75225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 361-9870
------------------------------
NRP INC. (Former Name)
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(Former name, former address and former fiscal year, if changed since last
report)
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
COMMON STOCK, $.01 PAR VALUE SHARES OUTSTANDING: 14,551,361
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NRP INC.
MARCH 31, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 1996 and June 30, 1995 3
Consolidated Statements of Operations -
Three Months Ended March 31, 1996
and March 31, 1995 4
Nine Months Ended March 31, 1996
and March 31, 1995 5
Consolidated Statements of Cash Flow
Nine Months Ended March 31, 1996
and March 31, 1995 6
Note to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
PART II OTHER INFORMATION 12
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Matters - Name Change
Item 6. Exhibits
SIGNATURES 13
</TABLE>
2
<PAGE> 3
NRP INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1996 June 30, 1995
(Unaudited) (Audited)
--------------- ---------------
<S> <C> <C>
ASSETS:
Current Assets:
Cash $ 1,257,628 $ 2,481,170
Notes receivable 850,483 1,144,440
Accounts receivable, less allowance for doubtful 22,221,766 7,908,402
accounts of $125,751 and $90,846
Prepaid expenses 223,348 254,363
Deferred income tax benefit 390,981 390,981
----------- -----------
Total Current Assets 24,944,206 12,179,356
Equipment and Other Assets:
Equipment, net of accumulated depreciation of
$ 6,387,058 and $4,420,052 10,522,602 10,861,451
Cost in excess of net assets acquired, net of 1,288,691 1,345,545
accumulated amortization of $ 951,718 and $894,864
Other assets 839,616 970,278
----------- -----------
Total Equipment and Other Assets 12,650,909 13,177,274
----------- -----------
$37,595,115 $25,356,630
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Accounts payable $ 2,874,409 $ 3,023,716
Notes payable 7,573,483 --
Unearned revenues and customer deposits 991,478 999,969
Accrued compensation 2,562,076 953,217
Accrued telephone expense 1,116,484 653,731
Other accrued liabilities 2,456,825 2,178,060
Current portion of long-term debt 1,427,111 1,732,619
----------- -----------
Total Current Liabilities 19,001,866 9,541,312
Long-Term Debt 2,682,826 3,578,584
Shareholders' Equity:
Preferred Stock, $.01 par value, 1,000,000 shares authorized;
29,778 convertible, $.36 cumulative Series B shares and
840,000 convertible, $.11 cumulative Series C shares issued
and outstanding 8,698 8,698
Common Stock, $.01 par, 27,500,000 shares authorized;
14,551,361 and 13,563,361 issued and outstanding at 145,514 135,634
March 31, 1996 and June 30, 1995, respectively
Additional paid-in capital 9,267,773 8,649,610
Retained earnings 6,488,438 3,442,792
----------- -----------
Total Shareholders' Equity 15,910,423 12,236,734
----------- -----------
$37,595,115 $25,356,630
=========== ===========
</TABLE>
See accompanying notes.
3
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NRP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Revenues $23,102,455 $17,317,577
Cost of sales 15,314,803 12,125,756
----------- -----------
Gross profit 7,787,652 5,191,821
Selling, general and administrative expense 4,915,917 3,983,963
Depreciation and amortization expense 756,620 649,006
----------- -----------
Income from operations 2,115,115 558,852
Interest expense 381,796 251,757
Interest income 20,724 13,031
----------- -----------
Net income before provision
for income taxes 1,754,043 320,126
Income tax expense 597,374 135,496
----------- -----------
Net income $ 1,156,669 $ 184,630
=========== ===========
Earnings per common share and common share
equivalents (primary and fully diluted):
Net income $ 0.05 $ 0.01
=========== ===========
Weighted average common and common
equivalent shares outstanding (fully-diluted) 21,488,717 17,856,941
=========== ===========
</TABLE>
See accompanying notes.
4
<PAGE> 5
NRP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Revenues $64,101,461 $42,581,622
Cost of sales 43,955,372 30,238,850
----------- -----------
Gross profit 20,146,089 12,342,772
Selling, general and administrative expense 12,645,165 9,263,819
Depreciation and amortization expense 2,190,298 1,598,579
----------- -----------
Income from operations 5,310,626 1,480,374
Interest expense 759,425 694,255
Interest income 64,920 62,604
----------- -----------
Net income before provision
for income taxes 4,616,121 848,723
Income tax expense 1,570,481 135,496
----------- -----------
Net income $ 3,045,640 $ 713,227
=========== ===========
Earnings per common share and common share
equivalents (primary and fully diluted):
Net income $ 0.13 $ 0.03
=========== ===========
Weighted average common and common
equivalent shares outstanding (fully-diluted) 21,494,541 18,027,272
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
NRP INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 3,045,640 $ 713,227
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 1,598,579
2,190,298
Other 1,243 (7,448)
Changes in certain other assets and liabilities:
Accounts receivable (14,313,364) (3,045,373)
Notes receivable 293,957 (149,911)
Prepaid expenses 31,015 (3,344)
Assets held for sale -- 27,867
Other assets 72,408 (503,443)
Accounts payable (149,307) 1,960,357
Unearned revenue and customer deposits (8,491) 938,557
Accrued liabilities 2,809,377 427,081
------------ -----------
Net cash provided by (used) in operating activities (6,027,224) 1,956,149
Cash Flow From Investing Activities:
Capital expenditures (1,811,070) (4,288,005)
Proceeds from sale of assets, net 175,000 --
------------ -----------
Net cash used in investing activities (1,636,070) (4,288,005)
Cash Flow From Financing Activities:
Net proceeds from (payments on) line of credit 7,573,483 (1,271,382)
Payments on capital leases (494,386) (489,047)
Proceeds from long-term debt -- 817,866
Payments on long-term debt (808,388) (101,961)
Proceeds from issuance of common stock 169,043 --
------------ -----------
Net cash from (used in) financing activities 6,439,752 (1,044,524)
------------ -----------
Net decrease in cash (1,223,542) (3,376,380)
Cash at beginning of the period 2,481,170 5,166,074
------------ -----------
Cash at end of the period $ 1,257,628 $ 1,789,694
============ ===========
Supplemental information on non-cash transactions is as follows:
Capital lease obligations entered into $ 101,507 $ 1,924,438
Note receivable obtained upon disposition of assets of
discontinued operation -- $ 745,618
</TABLE>
See accompanying notes.
6
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NRP INC.
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
Earnings per share.
Primary and fully diluted earnings per common share are computed by
dividing net income applicable to common stock by the weighted average number
of shares of common stock and dilutive common stock equivalents outstanding
during the period. Common stock equivalents consist of common stock issuable
under the assumed exercise of stock options and warrants, computed based on the
treasury stock method, and the assumed conversion of the Company's issued and
outstanding preferred stock. For the three and nine month periods ended March
31, 1995 and 1996, net income was adjusted to reflect the income attributable
to ATC stock options issued to key employees, officers and directors also of
ATC, a subsidiary of the Registrant.
Primary and fully-diluted weighted average shares outstanding for the three
months ended March 31, 1996 and 1995 was computed as follows:
<TABLE>
<CAPTION>
Primary Fully-Diluted
----------------------------- ------------------------------
1996 1995 1996 1995
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding 13,736,504 13,559,974 13,736,504 13,559,974
Common stock equivalents:
Net effect of dilutive stock options
and warrants 3,417,648 37,411 3,492,657 37,411
Net effect of assumed conversion of
dilutive preferred stock 4,259,556 4,259,556 4,259,556 4,259,556
----------- ----------- ----------- -----------
Weighted average shares outstanding 21,413,708 17,856,941 21,488,717 17,856,941
=========== =========== =========== ===========
</TABLE>
Primary and fully-diluted weighted average shares outstanding for the nine
months ended March 31, 1996 and 1995 was computed as follows:
<TABLE>
<CAPTION>
Primary Fully-Diluted
------------------------------ ----------------------------
1996 1995 1996 1995
------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding 13,620,657 13,562,249 13,620,657 13,562,249
Common stock equivalents:
Net effect of dilutive stock options
and warrants 3,262,263 205,467 3,614,328 205,467
Net effect of assumed conversion of
dilutive preferred stock 4,259,556 4,259,556 4,259,556 4,259,556
------------ ----------- ----------- -----------
Weighted average shares outstanding 21,142,476 18,027,272 21,494,541 18,027,272
============ =========== =========== ===========
</TABLE>
7
<PAGE> 8
Net income applicable to common stock for the three month periods ended March
31, was computed as follows:
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Net income $1,156,669 $184,630
Less: income applicable to ATC
stock options 154,367 122,854
---------- --------
Net income applicable to common stock $1,002,302 $ 61,776
========== ========
</TABLE>
Net income applicable to common stock for the nine month periods ended March
31, was computed as follows:
<TABLE>
<CAPTION>
1996 1995
----------- ---------
<S> <C> <C>
Net income $3,045,640 $713,227
Less: income applicable to ATC
stock options 353,845 255,729
---------- --------
Net income applicable to common stock $2,691,795 $457,498
========== ========
</TABLE>
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The accompanying consolidated financial statements, in the opinion of the
Registrant's management, contain all material, normal and recurring adjustments
necessary to present accurately the consolidated financial condition of the
Registrant and the consolidated results of its operations for the quarter and
nine months ended March 31, 1996. The consolidated results of operations for
the periods reported are not necessarily indicative of the results to be
experienced for the entire current fiscal year.
RESULTS OF OPERATIONS
For the quarter ended March 31, 1996, the Company earned income from operations
of $2,115,115 or 9.2% of revenues of $23,102,455 and for the nine months ended
March 31, 1996 earned income from operations of $5,310,626 or 8.3% of revenues
of $64,101,461. In comparable three and nine month periods in the previous
fiscal year the Company earned income from operations of $558,852 or 3.2% of
revenues and $1,480,374 or 3.5% of revenues, respectively.
Revenues increased for the quarter ended March 31, 1996 $5,784,878 or 33.4%
versus the corresponding quarter of the previous fiscal year and for the nine
months ended March 31, 1996 increased $21,519,839 or 50.5% over revenues earned
in the comparable prior year nine month period. The revenue growth for both
the three and nine month periods was generated by the addition of new clients
and by changes in the volume of business generated by the Company's existing
clients. Approximately 45.1% of the revenues earned by the Company during the
nine months ended March 31, 1996 emanated from one of the Company's existing
clients. Although the loss of this client could have a material adverse impact
on the Company, management believes that the risk associated with any
concentration of business with the client is mitigated to some extent by the
fact that the Company performs services for various autonomous business units
within the client's organization. Further, with the addition of new clients
and increased business volumes with other customers, the percentage of the
Company's revenues generated by this client decreased for the nine months ended
March 31, 1996 from the 53.1% of Company revenues this client represented for
the full fiscal year ended June 31, 1995. The Company is continuing its
strategy to secure recurring revenues from long-term relationships with
targeted, large corporate customers which use telecommunications strategies as
an integral, ongoing element in their marketing and/or customer service
programs. The Company continues to perform project-based business for certain
of its customers and there can be no assurance that these clients will continue
existing projects or provide new projects. However, based on the Company's
historical ability to increase revenues generated by existing clients and to
attract new clients, management believes it should be able to continue to build
revenues notwithstanding the lack of long-term contracts with these
project-based customers.
For the quarter and nine months ended March 31, 1996, gross profits earned on
revenues increased $2,595,831 (50.0%) and $7,803,317 (63.2%), respectively,
from comparable periods in the previous fiscal year. The increases in gross
profits were due in part to the increased revenues discussed above. However,
the improvement in gross profits was also attributable to increased operating
efficiencies which produced an increase in the gross margin earned as a
percentage of revenues to 33.7% and 31.4% for the three and nine month periods
ended March 31, 1996, respectively, versus 30.0% and 29.0% in the previous
fiscal year's periods. The improved operating efficiency resulted from the
renegotiation of the Company's telecommunications tariff and from management's
ongoing efforts to enhance capacity utilization. At December 31, 1994 the
Company operated approximately 1,500 agent positions and by June 30, 1995
increased capacity to approximately 2,940 positions. The Company has continued
to increase its capacity in the current fiscal year to approximately 3,100
positions at March 31, 1996. Management is continuing in its efforts to
improve the efficiency of the Company's capacity through the innovation
application of the Company's core technology and to increase the utilization of
the Company's existing capacity while maintaining the Company's high quality
standards.
9
<PAGE> 10
Selling, general and administrative expenses increased $931,954 (23.4%) for the
three months ended March 31, 1996 and 3,381,346 (36.5%) for the nine month
period ended March 31, 1996 over the comparable prior year periods. The
increases for the current three and nine month periods emanated primarily from
(i) additional personnel and infrastructure necessary to support the Company's
increased operation capacity while maintaining the high quality standards
established by the Company, (ii) increased costs associated with the
recruitment and training of personnel necessary to operate the increased
operating capacity, and (iii) sales commission associated with the revenue
increases discussed above. Management is continuing its efforts to improve
operating efficiencies while maintaining the Company's high quality standards
in this atmosphere of revenue and capacity growth. During the quarter ended
March 31, 1996 the Company added various personnel to its management group in
an effort to maintain its infrastructure in response to and in anticipation of
the Company's continued growth. Despite these additions and their associated
costs, SG & A expenses as a percentage of revenues decreased to 21.3% and 19.7%
for the three and nine month periods ended March 31, 1996, respectively, from
23.0% and 21.8%, for the same respective prior year periods.
The increase in depreciation and amortization expenses of $591,719 (37.0%) for
the nine months ended March 31, 1996 over the comparable prior year period was
primarily the result of the significant expansion of the Company's operating
capacity discussed above. Despite the increase in whole dollars, the impact of
the expansion on depreciation and amortization expense was mitigated by the
increased revenue stream. As a percentage of revenues, the expense for the
current year's three and nine month periods was 3.3% and 3.4% respectively
versus 3.7% and 3.8% for the comparable prior year three and nine month
periods, respectively.
For the quarter ended March 31, 1996, net interest increased 122,346 (51.2%)
versus the prior year quarter and increased $62,854 (10.0%) for the nine months
ended March 31, 1996 versus the comparable prior year period. The increase in
both the three and nine month periods was the result of a change the Company
made in its banking relationship. During the quarter ended March 31, 1996, the
Company secured a $15 million banking capital line of credit with a new
commercial bank which replaced the working capital borrowing arrangement with
the Company's previous bank. As a result of this transaction, the Company
wrote-off approximately $170,000 in unamortized fees associated with its
previous banking relationship. The terms of its new working capital line of
credit provide for a lower borrowing rate than the previous relationship which
should produce savings over the life of the arrangement more than off-setting
the fees written-off in the current year's quarter. The new line of credit
also contains covenants which are less restrictive than the Company's previous
arrangement. Net interest expense less the effect of the fee write-off
described above decreased for both the current year three and nine month
periods versus comparable prior year periods as a result of management's
efforts to improve cash flow by decreasing the number of days receivables are
outstanding. Such efforts have resulted in diminished utilization of the
Company's working capital borrowing facility.
For the three and nine months ended March 31, 1996, the Company's effective tax
rate was approximately 34%. In the prior year, the Company earned certain
targeted jobs tax credits to significantly reduce the impact of federal income
taxes. The federal programs which created these tax credits expired on
December 31, 1994 and have not been renewed or replaced by similar programs.
Management knows of no trends or uncertainties other than those mentioned above
which are expected to have a material favorable or unfavorable impact on
operating results.
LIQUIDITY AND CAPITAL RESOURCES
During the previous two fiscal years ended June 30, 1995, the Company
consummated several transactions, including the sale of two operating
subsidiaries and the conversion of approximately $3.1 million of short-term
debt into equity, which (i) resulted in the strengthening of the Company's
balance sheet, (ii) increased the Company's liquidity and (iii) focused the
Company's resources and efforts on the significant growth
10
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potential of its telemarketing and call center management subsidiary. After
completing these transactions, management focused on creating the
infrastructure and securing the working capital financing necessary to
capitalize on this growth potential. During this two year period and through
the nine months ended March 31, 1996 the Company increased its production
capacity from approximately 700 agent positions to approximately 3,100
positions. The acquisition of this increased capacity was funded with a $1.5
million equipment term loan from a major commercial bank, various capital and
operating leases, and with cash flow generated by operations. In addition, the
company secured a $15 million working capital financing facility with a major
bank to meet the working capital needs created by the Company's growth. During
the quarter ended March 31, 1996, the Company refinanced both the $1.5 million
equipment term loan and the $15 million working capital financing facility with
a new major bank on terms and conditions more favorable to the Company.
The transactions described above have, in management's opinion, provided the
liquidity and access to working capital necesssary to meet the Company's
near-term growth. In an effort to meet current client demand, the Company is
reconfiguring certain production and administrative areas in one of its
facilities which will result in the addition of approximately 200-300
workstations. This expansion will, in management's opinion, provide sufficient
capacity to meet current client demand and will be funded primarily with cash
flow generated by operations.
As growth continues, management believes additional call centers will be needed
to accommodate the increased business and that such additional facilities will
require furniture, equipment and technological enhancement commensurate with
the quality standards of its existing facilities. The Company may have to
secure additional financing for these capital needs as its current commitments
and cash flow may be inadequate. Although no assurances can be made in this
regard, management anticipates that, based on the Company's ability to secure
such financing to date, the Company should be able to secure debt or equity
funding for such future capital equipment needs.
The $15 million accounts receivable credit facility and $1.5 million equipment
term loan secured from the new major commercial bank mentioned above contain
various covenants which limit, among other things, the operating subsidiary's
indebtedness, capital expenditures, investments, payments and dividends to the
Company and requires the operating subsidiary to meet certain financial tests.
Similarly, under the terms of the guaranty arrangement, the Company is subject
to certain covenants limiting, among other things, its ability to incur
indebtedness, enter into guaranties, and acquire other companies. These credit
facilities are secured by liens on the operating subsidiary's accounts
receivables, furniture, and equipment, and are guaranteed by the Company.
On October 11, 1995, the Company renegotiated the terms of an unsecured note
payable in the principal amount of approximately $770,000 owed by its operating
subsidiary to Merrill Lynch Private Capital, Inc. ("MLPC"). The terms of the
new note required a one-time $250,000 principal payment on October 11, 1995 and
twelve subsequent monthly payments of approximately $51,000 each plus interest
at the prime lending rate on the outstanding balance accrued commencing
November 1, 1995. The new note also contains a provision discounting the
principal balance of the note approximately $61,000 subject to the timely
receipt by MLPC of all payments due under the new note.
11
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PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
a. On March 6, 1996 the Annual Meeting of Shareholders of NRP, Inc., the
Company's former name (see Item 5 below), was held.
b. The following individuals were elected to the Board of Directors of
the Company to hold office until the next Annual Meeting of
Shareholders or until their successors are duly elected and qualified
or their offices earlier vacated:
<TABLE>
<CAPTION>
ABSTENTIONS AND
VOTES FOR: VOTES AGAINST: BROKER NON VOTES:
---------- -------------- -----------------
<S> <C> <C> <C>
Michael G. Santry 9,758,275 -- --
Patrick V. Stark 9,758,275 -- --
Thomas Bijou 9,758,275 -- --
Mike Allred 9,758,275 -- --
J. Frank Mermond 9,758,275 -- --
Jerry L. Sims 9,758,275 -- --
Darryl D. Pounds 9,758,275 -- --
</TABLE>
Item 5. Other Matters - Name Change
During the fiscal year ended June 30, 1995, the Company adopted the trade name
ATC Communications Group in an effort to eliminate confusion concerning the
Company's name as it related to the name of the Company's operating subsidiary,
Advanced Telemarketing Corporation (ATC), and to capitalize on the recognition
and reputation for quality of the ATC acronym.
On December 31, 1995 the Board of Directors determined that it would be in the
best interest of the Company to adopt formally the name ATC Communications
Group, Inc. as the legal name for the Company. The Board of Directors approved
an amendment to the Company's Certificate of Incorporation to effect the name
change and shareholders holding 9,669,535 share or 54.4% of the then issued and
outstanding voting shares executed written consents approving the amendment.
The Amendment to the Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on April 24, 1996 and thus the legal name of
the Company was changed as of that date.
Item 6. Exhibits
Exhibit 3.1 Certificate of Incorporation of Kenneth Resources, Inc., as
amended. (Incorporated by reference from Company's Amendment No.1 to Form S-1
Registration Statement - File No. 33-6268).
Exhibit 3.6 Certificate of Amendment of NRP Inc. to reflect change of name
to ATC Communications Group Inc., filed herewith.
Exhibit 27.1 Financial Data Schedule, filed herewith.
12
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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, hereunto duly authorized.
NRP INC.
May 14, 1996 By: /s/ Jerry L. Sims, Jr.
- ------------ -----------------------------
Dated Jerry L. Sims, Jr.
Controller
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
3.1 Certificate of Incorporation of Kenneth Resources, Inc., as amended.
(Incorporated by reference from Company's Amendment No.1 to Form S-1
Registration Statement - File No. 33-6268).
3.6 Certificate of Amendment of NRP Inc. to reflect change of name to ATC
Communications Group Inc., filed herewith.
27.1 Financial Data Schedule, filed herewith.
</TABLE>
<PAGE> 1
PAGE 1
State of Delaware
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "NRP INC.", CHANGING ITS NAME FROM "NRP INC." TO "ATC COMMUNICATIONS GROUP,
INC", CHANGING ITS NAME FROM "NRP INC." TO "ATC COMMUNICATIONS GROUP, INC.",
FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF APRIL, A.D. 1996, AT 2 O'CLOCK
P.M.
[SEAL] /s/ EDWARD J. FREEL
------------------------------------
Edward J. Freel, Secretary of State
2068034 8100 AUTHENTICATION: 7920239
960118502 DATE: 04-24-96
<PAGE> 2
CERTIFICATE OF AMENDMENT
OF
CERTICATE OF INCORPORATION
OF
NRP INC.
NRP Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: that at a meeting of the Board of Directors of NRP Inc., resolutions
were duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable,
and directing that said amendment be submitted to the stockholders of said
corporation for their consideration. The resolutions setting forth the proposed
amendment is as follows:
RESOLVED, that the Board of Directors of the Company hereby adopts,
approves, and declares advisable a proposal to amend the Certificate of
Incorporation of the Company, which proposed amendment would strike in its
entirety Article I of the Certificate of Incorporation of the Company and
insert in its place a new Article I, which Article I would be and read as
follows:
The name of the corporation is ATC Communications Group, Inc.
SECOND: that thereafter, stockholders of said corporation holding the
necessary number of shares as required by statute duly adopted and approved
said amendment pursuant to Section 222 of the General Corporation Law of the
State of Delaware.
THIRD: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of ths State of
Delaware.
IN WITNESS WHEREOF, said NRP Inc. has caused this Certificate of Amendment
to be signed by Michael G. Santry, its President, and Jerry L. Sims, Jr., its
Secretary, this 31st day of December, 1995.
NRP Inc.
By: /s/ MICHAEL G. SANTRY
----------------------------------
Michael G. Santry
President
ATTEST: /s/ JERRY L. SIMS
------------------------------
Jerry L. Sims, Jr.
Secretary
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0
8,698
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