<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended December 31, 1997
Commission File Number 0-18663
TESCORP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2129403
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
327 Congress Avenue, Suite 200
Austin, Texas 78701
(Address of principal executive offices)
(512) 476-2995
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) 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.
Class Shares Outstanding at January 19, 1998
Common Stock, $ .02 par value 19,800,478
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<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION
TESCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
Assets March 31, 1997 December 31, 1997
------ -------------- ----------------
(Unaudited)
<S> <C> <C>
Cash and cash equivalents $ 1,623,375 $ 10,019,858
Accounts receivable-subscribers, net 2,208,417 2,425,668
Prepaid expenses and other assets 1,306,904 954,833
Plant and equipment, net 11,639,281 11,255,818
Franchise costs, net of amortization 32,848,985 33,616,726
------------ ------------
Total assets $ 49,626,962 $ 58,272,903
============ ============
Liabilities and Stockholders' Equity
Accounts payable $ 1,435,522 $ 1,704,730
Accrued license and copyright fees 1,795,300 1,490,485
Income taxes payable 1,384,833 2,077,170
Other liabilities 3,241,110 2,341,847
Debt 7,262,237 1,188,673
------------ ------------
Total liabilities 15,119,002 8,802,905
------------ ------------
Minority Interest 887,303 785,660
------------ ------------
Stockholders' Equity:
Preferred stock, $1 par value, 5,000,000 shares authorized:
Series 1990 Convertible preferred stock, $5 redemption value per share, 704,684
shares authorized, 693,864 and 567,061 shares issued and outstanding with
an aggregate preference on liquidation of $3,469,320 and $2,835,305, at
March 31 and December 31, 1997, respectively 693,864 567,061
Series 1995 Convertible preferred stock, 200,000 shares authorized,
139,250 shares issued and outstanding with an
aggregate preference on liquidation of $13,925,000 139,250 139,250
Common stock, $.02 par value, 50,000,000 shares authorized, 13,178,007 and
19,379,095 shares issued and outstanding at
March 31 and December 31, 1997, respectively 263,560 387,582
Additional paid-in capital 66,508,484 86,645,322
Accumulated deficit (33,984,501) (39,054,877)
------------ ------------
Total stockholders' equity 33,620,657 48,684,338
------------ ------------
Commitments and contingencies -- --
------------ ------------
Total liabilities and stockholders' equity $ 49,626,962 $ 58,272,903
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
TESCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the Three Months Ended December 31, 1996 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Revenues $ 5,480,270 $ 7,673,232
----------- -----------
Operating costs and expenses:
Operating costs 3,777,617 5,556,589
General and administrative expenses 874,863 1,005,330
Depreciation 904,528 1,312,617
Amortization of franchise costs 345,141 469,541
----------- -----------
Total operating costs and expenses 5,902,149 8,344,077
----------- -----------
Operating loss (421,879) (670,845)
----------- -----------
Other income (expense):
Interest income 39,230 56,898
Other income (expense) (12,017) 5,704
Interest expense (62,198) (306,713)
----------- -----------
Total other income (expense), net (34,985) (244,111)
----------- -----------
Loss before provision for income taxes and minority interests (456,864) (914,956)
Income tax expense 118,694 213,458
----------- -----------
Loss before minority interests (575,558) (1,128,414)
Minority interest in the loss of consolidated subsidiaries 5,781 29,054
----------- -----------
Net loss (569,777) (1,099,360)
Preferred stock dividends (367,234) (363,822)
----------- -----------
Net loss applicable to common stock $ (937,011) $(1,463,182)
=========== ===========
Loss per share applicable to common stock $ (0.07) $ (0.10)
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
TESCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the Nine Months Ended December 31, 1996 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1996 1997
------------ ------------
<S> <C> <C>
Revenues $ 16,409,615 $ 22,010,482
------------ ------------
Operating costs and expenses:
Operating costs 11,615,070 15,943,695
General and administrative expenses 2,805,857 3,318,562
Depreciation 2,600,931 3,911,295
Amortization of franchise costs 1,016,196 1,359,475
------------ ------------
Total operating costs and expenses 18,038,054 24,533,027
------------ ------------
Operating loss (1,628,439) (2,522,545)
------------ ------------
Other income (expense):
Interest income 198,466 74,013
Other income (expense) (2,435) 23,266
Interest expense (158,921) (961,257)
------------ ------------
Total other income (expense), net 37,110 (863,978)
------------ ------------
Loss before provision for income taxes and minority interests (1,591,329) (3,386,523)
Income tax expense 361,071 657,798
------------ ------------
Loss before minority interests (1,952,400) (4,044,321)
Minority interest in the loss of consolidated subsidiaries 28,936 68,172
------------ ------------
Net loss (1,923,464) (3,976,149)
Preferred stock dividends (1,129,826) (1,094,227)
------------ ------------
Net loss applicable to common stock $ (3,053,290) $ (5,070,376)
============ ============
Loss per share applicable to common stock $ (0.24) $ (0.37)
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
TESCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended December 31, 1996 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1996 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,923,464) $ (3,976,149)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation expense 2,600,931 3,911,295
Amortization of franchise costs 1,016,196 1,359,475
Amortization of debt issuance costs -- 144,421
Deferred income tax expense (104,339) (245,858)
Minority interest in the loss of consolidated subsidiaries (28,936) (68,172)
Changes in operating assets and liabilities excluding effects of acquired
businesses:
Accounts receivable from subscribers (73,994) (118,883)
Prepaid expenses and other assets 967,317 209,622
Accounts payable (324,378) 268,197
Accrued expenses and other liabilities (667,012) (369,973)
------------ ------------
Net cash provided by operating activities 1,462,321 1,113,975
------------ ------------
Cash flows from investing activities:
Property additions (2,089,207) (2,853,785)
Proceeds from principal repayment on mortgage receivable 8,571 19,443
Acquisition of cable television systems, net of cash acquired (5,956,909) (2,815,945)
------------ ------------
Net cash used in investing activities (8,037,545) (5,650,287)
------------ ------------
Cash flows from financing activities:
Common stock issued in connection with Merger Agreement -- 20,000,000
Borrowings under credit facilities -- 500,000
Principal payments on debt (243,184) (6,573,564)
Dividends paid on preferred stock (983,155) (960,170)
Distributions to minority shareholder of subsidiary -- (33,471)
Exercise of warrants 490,286 --
------------ ------------
Net cash provided by (used in) financing activities (736,053) 12,932,795
------------ ------------
Net increase (decrease) in cash and cash equivalents (7,311,277) 8,396,483
Cash and cash equivalents at beginning of period 8,529,100 1,623,375
------------ ------------
Cash and cash equivalents at end of period $ 1,217,823 $ 10,019,858
============ ============
Significant non-cash financing activities are as follows:
Acquisition of Company's common stock in satisfaction of an
outstanding obligation $ 80,876 $ --
============ ============
Distribution of common stock to holders of Series 1995 preferred
stock electing to receive dividends in the form of common stock $ 146,672 $ 134,057
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
TESCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
December 31, 1997
NOTE 1 - STOCK PURCHASE AND MERGER AGREEMENT:
On September 16, 1997 Tescorp, Inc. ("Tescorp" or the "Company")
entered into a Stock Purchase and Merger Agreement (the "Agreement") with a
wholly-owned subsidiary of Supercanal Holding, S. A. ("Supercanal"), an
Argentine corporation. The Agreement provides for Supercanal's acquisition of
Tescorp through a series of transactions which would ultimately involve paying
Tescorp's shareholders $4.50 per share of Common Stock and $144 plus accrued
dividends per share of Series 1995 8% Preferred Stock. In accordance with the
terms of the Agreement, Supercanal paid to the Company a deposit of $5.0 million
at the execution of the Agreement.
On December 8, 1997, Tescorp and Supercanal modified the terms of the
Agreement and entered into an Amended Stock Purchase and Merger Agreement
(hereinafter, the "Agreement" refers to the amended agreement). Pursuant to the
terms of the Agreement, Supercanal purchased 6,006,006 shares of common stock
for a total of $20 million. The Company received $15 million in cash and applied
the $5 million deposit that was made at the signing of the original agreement.
As stipulated in the Agreement, the Company used a portion of the proceeds from
the sale of common stock to retire all of the outstanding 13% Senior Notes which
were due in February 1998.
Concurrently with the execution of the Agreement, Supercanal made an
offer to purchase all the outstanding shares of common stock and Series 1995 8%
Convertible Preferred Stock of Tescorp. The offer expired on February 5, 1998
and approximately 95% of the Common Stock and 100% of the Series 1995 Preferred
Stock had been tendered. On February 10, 1998,, Supercanal purchased 13,413,513
shares of Common Stock and the 139,250 shares of Series 1995 Preferred Stock
that were tendered. The Company also made payments to the holders of stock
options and warrants aggregating approximately $5.1 million in exchange for the
cancellation of all outstanding options and warrants.
Also, under the terms of the Agreement, on December 10, 1997, the
Company announced that it would redeem all outstanding shares of its Series 1990
10% Convertible Preferred Stock (the "1990 Preferred Stock") at a price per
share of $5.00 plus accrued and unpaid dividends, to holders of record on
February 6, 1998 (the "Redemption Price"). Holders of the 1990 Preferred Stock
had the right until February 6, 1998 to convert each share into 1.2531 shares of
common stock.. After February 6, 1998, holders of the 1990 Preferred Stock
certificates have no rights of shareholders of the Company other than the right
to receive the Redemption Price upon surrender of such certificates. A total of
81,030 shares did not convert and will be redeemed upon surrender of their
certificates.
6
<PAGE> 7
NOTE 2 - ORGANIZATION AND BASIS OF PRESENTATION:
Business and principles of consolidation
Tescorp is a Texas corporation that was organized in 1980. The
accompanying consolidated financial statements include the accounts of Tescorp,
its subsidiaries and companies in which it holds majority joint venture
interests (referred to herein collectively as the "Company"). All significant
intercompany accounts and transactions have been eliminated in consolidation.
The Company presently provides cable television service to twelve Argentine
cities in seven provinces.
In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) have been made that are considered necessary for a
fair presentation of the financial condition of the Company as of December 31,
1997, and of the results of its operations for the three month period then
ended. These consolidated statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's Form 10-KSB
which includes audited financial statements for the fiscal year ended March 31,
1997. Please note that certain amounts have been reclassified for comparability
with the current period presentation.
NOTE 3 - ACQUISITIONS:
On October 23, 1997, the Company acquired the stock of San Martin de
los Andes Televisora Color S.A., a company that provides cable television
service to approximately 3,500 subscribers in the Argentine city of San Martin
de los Andes, Neuquen Province. The purchase price was approximately $2.58
million, subject to certain adjustments. The Company paid $1,562,000 at closing
and the balance is payable in six monthly installments each in the amount of
$170,000. The Company anticipates that it will incur approximately $100,000 of
closing costs in addition to the purchase price.
The acquisition was accounted for using the purchase method of
accounting. Accordingly, the acquired assets and assumed liabilities were
recorded at their estimated fair values, which resulted in franchise costs of
approximately $1.97 million that will be amortized over 20 years. The allocation
of the purchase price below is, in certain instances, based on preliminary
information and is therefore subject to revision when additional information
concerning asset and liability valuations is obtained. In the opinion of the
Company's management, the asset and liability valuations should not be
materially different than the allocations shown below. The determination of the
final fair values of the assets and liabilities of the acquisitions made during
the year end March 31, 1997 resulted in adjustments in the current year to
increase franchise costs by approximately $160,000. A summary of the purchase
price allocation is as follows:
<TABLE>
<S> <C>
Accounts receivable and other assets $ 120,000
Property and equipment 674,000
Franchise costs 2,127,000
Accounts payable and other liabilities (49,000)
Deferred income taxes (56,000)
=============
$ 2,816,000
=============
</TABLE>
7
<PAGE> 8
NOTE 4 - LOSS PER COMMON AND COMMON EQUIVALENT SHARE:
The Company has adopted Statement of Financial Accounting Standards No.
128, "Earnings per Share" ("SFAS 128"). SFAS 128 attempts to simplify the
calculation and presentation of earnings per share. This standard requires that
all prior period earnings per share data presented to be restated to conform to
the provisions of SFAS 128, and is effective for all periods ending after
December 15, 1997.
Basic loss per common and common equivalent share attributable to
common shareholders was computed by dividing net loss attributable to common
shareholders by the weighted average number of common and common equivalent
shares outstanding (12,853,853 and 14,734,638 for the three months and
12,753,351 and 13,703,873 for the nine months ended December 31, 1996 and 1997,
respectively).
Diluted loss per share is not presented because the presentation would
be anti dilutive.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
Company's consolidated financial statements and the related notes thereto,
included elsewhere herein. The consolidated financial statements provide
additional information regarding the Company's financial activities and
condition. Moreover, this discussion contains forward looking statements that
include risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward looking statements.
RESULTS OF OPERATIONS.
During the three and nine-month periods ended December 31, 1997, the
Company operated cable television systems serving 12 cities, principally in
southern Argentina. During the same periods of the prior year the Company
provided cable television service to eight Argentine cities. The Company
acquired a competing cable television system serving Reconquista and Avellaneda,
Santa Fe Province in August 1996, acquired a system serving Comodoro Rivadavia,
Chubut Province in December 1996 and acquired two companies operating cable
television systems serving the adjoining cities of Viedma, Rio Negro Province
and Carmen de Patagones, Buenos Aires Province in February 1997. In March 1997,
the Company also acquired a company operating an ultra high frequency system
competing with the Company in San Carlos de Bariloche, Rio Negro Province. The
results of the operations of these acquired systems are included in the
Company's consolidated financial statements for the periods ended in 1997 and
from the dates of their respective acquisition for the periods ended in 1996.
The results of the operations of the company operating the cable television
system in San Martin de los Andes, Neuquen Province are included in the periods
ended in 1997 from the date of its acquisition in October 1997.
THREE MONTHS ENDED DECEMBER 31, 1996
COMPARED TO THE THREE MONTHS ENDED DECEMBER 31, 1997
Revenues. Revenues increased 40.0% from $5.5 million for the period
ending in 1996 to $7.7 million for the period ending in 1997 primarily as a
result of the acquisitions described above. Aggregate subscriber revenue from
the cable television systems in operation during both periods (excluding
acquisitions) increased by approximately 6.7% over the same period in 1996
primarily as a result of an increase in the number of basic subscribers served.
Operating Costs. Operating costs increased 47.1% from $3.8 million for
the period ending in 1996 to $5.6 million for the period ending in 1997
primarily as a result of the acquisitions described above. As a percentage of
revenues, Argentine cable television system operating costs increased from 68.9%
in the period ending in 1996 to 72.4% in the period ending in 1997. Franchise
taxes in Rio Gallegos and Ushuaia increased as a result of the expiration during
fiscal 1997 of the Company's exemption from franchise fees payable to COMFER
(the Argentine governmental agency that licenses and regulates cable television
operations). The Company has requested extensions of the franchise fee
exemptions retroactive to the original expiration dates from COMFER. However,
the Company is not able to predict whether the extensions will be granted. Also
the operating margins of the newly acquired systems were substantially less than
the
9
<PAGE> 10
systems acquired prior to 1997 which reduced the Company's overall operating
margins in 1997. The Company expects the financial performance of the newly
acquired systems to improve as restructuring and rebuilding measures are
implemented. As a percentage of revenues, operating costs for the cable
television systems in operation during both periods declined from 68.9% in the
period ending in 1996 to 67.5% in the period ending in 1997 as a result of
savings in personnel, bad debts and other expenses achieved under the Company's
management which offset the increased franchise fees and gross receipts taxes.
General and Administrative Expenses. General and administrative
expenses increased 14.9% from $875,000 for the period ending in 1996 to $1.1
million for the period ending in 1997. However, as a percentage of revenues,
general and administrative expenses decreased from 16.0% for the period ending
in 1996 to 13.1% for the period ending in 1997.
Depreciation and Amortization. Depreciation and amortization increased
42.6% from $1.2 million for the period ending in 1996 to $1.8 million for the
corresponding period in 1997 due primarily to the amortization of franchise
costs of the acquisitions described above and the depreciation of capital
expenditures in existing cable television systems and the additional cable
television plant of the newly acquired companies.
Other Income (Expense). The Company had net other expense of $35,000
for the period ending in 1996, and $244,000 for the corresponding period in
1997. This change was due primarily to a $245,000 increase in interest expense
associated with debt incurred in the last quarter of the fiscal year ended March
31, 1997.
Income Tax Expense. The Company recorded income tax expense of
approximately $119,000 for the period ending in 1996 compared to approximately
$213,000 for the period ending in 1997. The Company experienced a net loss
before provision for income taxes and minority interests for both periods.
However, it incurred income tax expense primarily due to Argentine income tax
regulations that prohibit the deduction of losses from one subsidiary against
income from another subsidiary in a consolidated return.
Preferred Stock Dividends. Preferred stock dividends decreased by 1.0%
from $367,000 for the period ending in 1996 to $364,000 for the period ending in
1997 due primarily to the conversion of certain shares of Series 1995 Preferred
Stock in fiscal 1997.
NINE MONTHS ENDED DECEMBER 31, 1997
COMPARED TO THE NINE MONTHS ENDED DECEMBER 31, 1997
Revenues. Revenues increased 34.1% from $16.4 million in 1996 to $22.0
million in 1997 primarily as a result of the acquisitions described above.
Aggregate subscriber revenue from the cable television systems in operation
during both periods (excluding acquisitions) increased by approximately 5.8%
over the same period in 1996 primarily as a result of a rate increase
implemented in the Reconquista/Avellaneda market and from an increase in the
number of basic subscribers served during the current period. The number of
basic subscribers at December 31, 1997 (excluding the subscriber increase from
acquisitions in 1997) has increased by approximately 7.4% from the subscriber
level at December 31, 1996.
10
<PAGE> 11
Operating Costs. Operating costs increased 37.3% from $11.6 million for
the period ending in 1996 to $15.9 million for the period ending in 1997
primarily as a result of the acquisitions described above. As a percentage of
revenues, Argentine cable television system operating costs increased from 70.8%
in the period ending in 1996 to 72.4% in the period ending in 1997. However,
operating costs for the cable television systems in operation during both
periods declined from 70.8% in the period ending in 1996 to 67.1% in the period
ending in 1997. The analysis of operating costs for the current quarter
discussed above is also applicable to the nine-month periods.
General and Administrative Expenses. General and administrative
expenses increased 18.3% from $2.8 million for the period ending in 1996 to $3.3
million for the period ending in 1997. However, as a percentage of revenues,
general and administrative expenses decreased from 17.1% for the period ending
in 1996 to 15.1% for the period ending in 1997.
Depreciation and Amortization. Depreciation and amortization increased
45.7% from $3.6 million for the period ending in 1996 to $5.3 million for the
corresponding period in 1997 due primarily to the amortization of franchise
costs of the acquisitions described above and the depreciation of capital
expenditures in existing cable television systems and the additional cable
television plant of the newly acquired companies.
Other Income (Expense). The Company had net other income of $37,000 for
the period ending in 1996, while it had net other expense of $864,000 for the
corresponding period in 1997. This change was due primarily to a $124,000
decrease in interest income and a $802,000 increase in interest expense
primarily associated with debt incurred in the last quarter of the fiscal year
ended March 31, 1997.
Income Tax Expense. The Company recorded income tax expense of
approximately $361,000 for the period ending in 1996 compared to $658,000 for
the period ending in 1997. The Company experienced a net loss before provision
for income taxes and minority interests for both periods. However, it incurred
income tax expense primarily due to Argentine income tax regulations that
prohibit the deduction of losses from one subsidiary against income from another
subsidiary in a consolidated return.
Preferred Stock Dividends. Preferred stock dividends decreased by 3.2%
from $1.13 million for the period ending in 1996 to $1.09 million for the period
ending in 1997 due primarily to the conversion of certain shares of Series 1995
Preferred Stock in fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
On February 10, 1998, Supercanal Holding S.A. through one of its
subsidiaries acquired all of the outstanding preferred stock and 95% of the
common stock of Tescorp (see Note 1 to Financial Statements). Tescorp is
presently in the process of being merged with Supercanal and will be a
wholly-owned subsidiary of Supercanal. Therefore, the liquidity of the Company
will no longer be dependent on its separate operations or capital resources as
it will be included in the financial structure of Supercanal.
11
<PAGE> 12
FOREIGN INVESTMENT RISK
The Company's Argentine subsidiaries are directly affected by
Argentina's government, economic and fiscal policy and other political factors.
The Company believes that its financial condition and its results of operations
have not been adversely affected by these factors to date. However, the Company
cannot predict with any degree of certainty the likelihood that these elements
will remain stable. Policy changes imposed by the Argentine government in any of
these areas could have a material adverse effect on the Company.
With the assistance of its Argentine joint venture partners and legal
counsel, management is currently seeking licensure of the Company or its
subsidiaries to own and operate cable television systems in Argentina. To date
and to the best knowledge of the management of the Company, COMFER has formally
approved or licensed two U.S. companies; however, the Company has no assurance
that COMFER will approve its licensure. A decision by COMFER to deny the
licensure of the Company or its affiliated entities could have a material
adverse impact on the operations and value of the Company.
12
<PAGE> 13
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
On December 8, 1998, the Company issued 6,006,006 shares of its Common
Stock in connection with a Stock Purchase and Merger Agreement whereby
Supercanal Holding S.A. would acquire all of the outstanding stock of the
Company (see Note 1 to Financial Statements).
On February 9, 1998, the Series 1990 10% Convertible Preferred Stock
was redeemed. Holders of this class of stock no longer have rights as
shareholders and have no interest in or claim against the Company with respect
to such shares except to receive payment of the redemption price (including all
accrued and unpaid dividends through February 9, 1998) upon surrender of the
their certificates.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
No. Description
27.1 Financial Data Schedule
(b) Reports filed on Form 8-K filed during this quarter.
None.
13
<PAGE> 14
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.
TESCORP, INC.
By: /s/ Jack S. Gray, Jr.
--------------------------------
Jack S. Gray, Jr.
President and
Chief Operating Officer
By: /s/ Neil R. Austrian, Jr.
--------------------------------
Neil R. Austrian, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Austin, Texas
February 13, 1998
14
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS FILED AS PART OF THE
QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 10,019,858
<SECURITIES> 0
<RECEIVABLES> 2,845,771
<ALLOWANCES> 420,103
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,673,547
<DEPRECIATION> 9,417,729
<TOTAL-ASSETS> 58,272,903
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
706,311
<COMMON> 387,582
<OTHER-SE> 47,590,445
<TOTAL-LIABILITY-AND-EQUITY> 58,272,903
<SALES> 0
<TOTAL-REVENUES> 22,010,482
<CGS> 0
<TOTAL-COSTS> 15,943,695
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 413,288
<INTEREST-EXPENSE> 961,257
<INCOME-PRETAX> (3,386,523)
<INCOME-TAX> 657,798
<INCOME-CONTINUING> (4,044,321)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,976,149)
<EPS-PRIMARY> (0.37)
<EPS-DILUTED> (0.37)
<FN>
<F1>THE COMPANY DOES NOT PRESENT A CLASSIFIED BALANCE SHEET.
</FN>
</TABLE>
