SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[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 0-22602
CONTINENTAL WASTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2909512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
67 Walnut Avenue, Suite 103
Clark, New Jersey 07066
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 396-0018
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
14,225,433 shares of Common Stock, $0.0006 par value, were outstanding as of May
10, 1996.
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<PAGE>
CONTINENTAL WASTE INDUSTRIES, INC.
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Page
Item 1 Financial Statements (Unaudited):
(Restated - See Note 1)
Condensed Consolidated Balance Sheets for
March 31, 1996 and December 31, 1995.................................3
Condensed Consolidated Statements of Income for
Three Months Ended March 31, 1996 and 1995...........................4
Condensed Consolidated Statements of Cash Flows for
Three Months Ended March 31, 1996 and 1995...........................5
Notes to Condensed Consolidated Financial Statements...................6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations...................10
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K....................................13
SIGNATURE...................................................................15
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Restated- (Restated-
See Note 1) See Note 1)
March 31, December 31,
1996 1995
------------ ------------
ASSETS
Current assets
Cash and cash equivalents....................... $ 1,924,060 $ 3,483,154
Accounts and notes receivable - net............. 8,860,895 8,169,121
Other current assets............................ 3,476,738 2,835,588
------------ ------------
Total current assets.............................. 14,261,693 14,487,863
Landfill, property and equipment - net 89,396,263 83,081,324
Excess cost over the fair value of net assets
acquired - net................................... 13,365,285 14,614,475
Other assets...................................... 14,841,772 12,037,669
------------ ------------
Total assets...................................... $131,865,013 $124,221,331
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable and current maturities of long-term
debt........................................... $ 2,580,620 $ 4,646,241
Accounts payable................................ 2,933,532 2,543,768
Other accrued liabilities....................... 7,630,361 9,287,339
------------ ------------
Total current liabilities......................... 13,144,513 16,477,348
Long-term debt, less current maturities........... 27,488,338 20,774,991
Accrued landfill closure costs, less current portion 6,970,062 6,748,474
Other long-term liabilities....................... 10,623,374 9,949,265
Stockholders' equity:
Common stock, $.0006, authorized 40,000,000 shares,
14,286,572 and 14,089,742 shares issued in 1996
and 1995, respectively ........................ 8,572 8,454
Additional paid-in capital...................... 65,113,231 63,063,241
Retained earnings............................... 8,989,022 7,671,657
Treasury stock (79,375 common shares at cost)... (472,099) (472,099)
------------ ------------
Total stockholders' equity........................ 73,638,726 70,271,253
------------ ------------
Total liabilities and stockholders' equity........ $131,865,013 $124,221,331
============ ============
The accompanying notes to condensed consolidated financial statements are an
integral part of these balance sheets.
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CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended
March 31,
-----------------------------
(Restated-
See Note 1)
1996 1995
-------------- ------------
Revenue........................................... $13,934,479 $9,708,413
Costs and expenses:
Operating expenses.............................. 7,438,824 4,671,750
General and administrative expenses............. 1,497,467 1,530,182
Depreciation and amortization................... 2,288,292 1,360,190
----------- -----------
Income from operations............................ 2,709,896 2,146,291
----------- -----------
Other income (expenses):
Interest expense................................ (456,200) (579,190)
Other, net...................................... (7,262) ( 29,290)
----------- -----------
Other income (expenses), net.................. (463,462) (608,480)
----------- -----------
Income before income taxes........................ 2,246,434 1,537,811
Provision for income taxes........................ (929,069) (665,482)
----------- -----------
Net income........................................ $1,317,365 $ 872,329
========== ==========
Earnings per share................................. $0.09 $0.08
========== ==========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
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CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
----------------------
(Restated-
See Note 1)
1996 1995
------------ ----------
Cash flows from operating activities:
Net income........................................... $1,317,365 $ 872,329
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization...................... 2,288,292 1,360,190
Changes in operating assets and liabilities, net
of effect of acquired businesses:
Accounts and notes receivables, net................ (632,357) (111,579)
Other current assets............................... (668,239) (265,801)
Accounts payable................................... 334,742 24,896
Other current liabilities.......................... (1,746,895) (1,146,634)
Other long-term liabilities........................ 916,907 355,383
Other long-term assets............................. (3,556,577) (805,837)
----------- ----------
Net cash (used in) provided by operating activities.. (1,746,762) 282,947
----------- ----------
Cash flows from investing activities:
Proceeds from sale of Mexico operations............ 2,574,089 -
Capital expenditures............................... (3,847,869) (3,922,874)
Cash paid for businesses, net of cash acquired..... (2,067,150) -
Cash paid for common and preferred stock of
minority interest - (368,490)
----------- ----------
Net cash used in investing activities................ (3,340,930) (4,291,364)
----------- ----------
Cash flows from financing activities:
Net borrowings under revolving line of credit...... 8,200,000 25,000,000
Issuance of long-term debt......................... 264,700 14,039
Payments on long-term debt......................... (4,895,165)(21,775,179)
Exercise of warrants for common stock.............. - 218,715
Other.............................................. (40,937) -
---------- ----------
Net cash provided by financing activities............ 3,528,598 3,457,575
----------- ----------
Net decrease in cash and cash equivalents.............. (1,559,094) (550,842)
Cash and cash equivalents, beginning of year........... 3,483,154 4,677,237
----------- ----------
Cash and cash equivalents, end of period............... $1,924,060 $4,126,395
========== ==========
The accompanying notes to condensed consolidated financial statements are
an integral part of these statements.
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CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation (consisting of normal recurring accruals) have
been included. Operating results for the three months ended March 31, 1996 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1996. For further information, refer to the financial
statements and footnotes thereto included in Continental Waste Industries, Inc.
("the Company's") Form 10-KSB for the year ended December 31, 1995.
On December 28, 1995, the Company effected a 5 for 3 stock split of its common
stock. All common share information has been restated for all periods to reflect
the 5 for 3 stock split. The Company's $0.0006 par value common stock is
hereinafter referred to as Shares. Certain amounts in previously issued
financial statements have been reclassified to conform to 1996 classifications.
The Company's previously filed consolidated balance sheet as of December 31,
1995 and condensed consolidated statements of income and cash flows for the
three months ended March 31, 1995 have been restated herein to reflect certain
costs as compensatory rather than as consideration paid in a business
acquisition. The income statement effect of this restatement was as follows:
1995
------------------------------
As previously
filed As restated
------------------------------
General and administrataive expenses $1,271,933 $1,530,182
Income from operations 2,404,540 2,146,291
Net income 1,023,250 872,329
Earnings per share 0.09 0.08
The restatement's effect on total stockholders' equity was a decrease of
$1,773,721 to $70,271,253 as of December 31, 1995.
In addition to the above restatement, the Company also reclassified certain
landfill cell development costs which were previously reflected as a component
of prepaid expenses into land, landfill site and improvements. Such costs were
$4,420,587 and $4,104,249 as of December 31, 1995 and March 31, 1996,
respectively.
Note 2 - Business Combinations and Disposition
From January 1, 1995 to August 15,1995, the Company expanded its operations
through the acquisition of six businesses engaged in waste management
operations. The aggregate of these business acquisitions was significant to the
Company. These entities included ASCO Sanitation, Inc., Larry's Disposal, Inc.,
Terre Haute Recycling, Inc., Gilliam Sanitation, Inc./Gilliam Transfer, Inc.,
Anderson Refuse Company, Inc./M.V. Dulworth, and a 72% interest in Procesa
Continental S.A., de C.V. The aggregate purchase price of these businesses was
$8.9 million, plus the assumption or refinancing of $2.1 million of debt and
$0.6 million of future contingent payments. The purchase prices were paid by
issuing 164,846 Shares with a market value of $1.1 million at the time of
issuance, paying $5.8 million of cash obtained from the Company's $45 million
credit facility (the "Credit Facility") with LaSalle National Bank ("LNB") and
issuing $2.0 million of notes payable to the sellers.
In October 1995, the Company purchased, through one of its subsidiaries, a
sanitary landfill in Richland County, South Carolina ("Richland"). The acquiring
subsidiary, which is 85% owned by the Company, was organized recently to make
acquisitions of landfills and related solid waste management operations and to
pursue privatization and public-private partnership opportunities in the
Southeastern United States. The Company has an option to acquire the remaining
15% of the subsidiary for approximately $2.4 million of common stock of the
Company. The Company, on behalf of its subsidiary, paid $2.4 million in cash and
notes, and assumed $1.1 million of debt for Richland. As a condition of the
landfill purchase, a South Carolina collection company has entered into, among
other things, a 10-year put-or-pay disposal contract with the Company to provide
a minimum of 300 tons of waste per day, and a 120-day disposal contract for 500
tons of waste per day, with a right of first refusal to the Company for a
long-term extension.
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CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 2 - Business Combinations and Disposition (Continued)
In March 1996, the Company purchased two construction and demolition landfills
in central Florida for approximately $2.1 million in Shares and $2.1 million in
cash.
In March 1996, the Company sold its 72% interest in Procesa Continental S.A., de
C.V., which encompassed all of the Company's Mexico City operations, for
approximately $2.6 million in cash resulting in a pre-tax gain of approximately
$500,000 which was recorded in the first quarter of 1996.
On March 29, 1996, the Company decided to suspend operations at its Prichard,
West Virginia landfill. The Company is evaluating whether to re-open or to
dispose of the facility. The Company recorded a pre-tax charge of approximately
$500,000 for this suspension of operations. This charge consisted primarily of
$350,000 of costs related to closure and post-closure of the facility and other
related closing costs and $150,000 of identified severance and miscellaneous
costs.
Note 3 - Earnings Per Share
Earnings per share for the three months ended March 31, 1996 and 1995 was based
on the following:
Three Months Ended
------------------
3/31/96 3/31/95
-------- --------
Weighted average common and common equivalent shares:
Shares outstanding................................... 14,017,000 10,326,000
Dilutive stock options and warrants.................. 560,000 779,000
Contingent shares and options related
to the Victory acquisition......................... - 199,000
---------- ----------
14,577,000 11,304,000
========== ==========
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CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 4 - Supplemental Cash Flows Disclosure
Three Months Ended
March 31,
-----------------------
1996 1995
---------- -----------
Cash paid during the period for:
Interest, net of interest capitalized............... $ 496,345 $ 541,410
========== ===========
Income taxes........................................ $ 887,584 $ 1,225,511
========== ===========
Business acquisitions:
Shares issued....................................... $2,091,039 $ -
Cash paid........................................... 2,067,150 -
---------- -----------
Total consideration paid.......................... 4,158,189 -
Assets received................................... 5,476,438 -
---------- -----------
Liabilities assumed............................... $1,318,249 $ -
========== ===========
Note 5 - Other Information
Selected balance sheet account disclosures follow:
March 31, December 31,
1996 1995
----------- ------------
Allowance for doubtful accounts....................... $ 419,000 $ 396,000
=========== ===========
Accumulated depreciation and amortization of
property and equipment.............................. $16,064,137 $14,215,696
=========== ===========
Accumulated amortization of excess cost over
the fair value of net assets acquired............... $ 1,506,051 $ 1,395,054
=========== ===========
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CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 6 - Debt
In the first quarter of 1996, the Company and its lenders amended the Credit
Facility effective as of January 1, 1996 with covenants effective as of December
31, 1995. The Credit Facility now expires in January 1999 and is secured by all
corporate assets and a pledge of the stock of all subsidiaries. As amended, each
borrowing under the Credit Facility bears interest based on the Company's
leverage ratio, as defined, of funded debt to earnings before interest, taxes,
depreciation and amortization. If the leverage ratio is 2.0 to 1 or less, then
the interest rate is, at the Company's option, prime or LIBOR plus 1.5% and the
fee on outstanding letters of credit is .75%. If the leverage ratio falls
between 2.01 to 2.5 compared to 1, then the interest rate is prime plus 0.5% or
LIBOR plus 1.75% and the fee on outstanding letters of credit is 1.0%. If the
leverage ratio falls between 2.51 and 3.0 compared to 1, then the interest rate
is prime plus 1.0% or LIBOR plus 2.0% and the fee on outstanding letters of
credit is 1.5%. If the leverage ratio is greater than 3.0 to 1, then the
interest rate is prime plus 1% or LIBOR plus 2.5% and the fee on outstanding
letters of credit is 2.0%. The Credit Facility includes provisions for letters
of credit up to $10.0 million. The Company will also pay a 0.5% fee on the
average unused portion of the Credit Facility. As of March 31, 1996, $15.4
million of unused credit under this facility remained available. Borrowings
under the Credit Facility bore a weighted average interest rate of 7.03% on
outstanding loans as of March 31, 1996.
Note 7 - Excess Cost Over the Fair Value of Net Assets Acquired
Prior to 1996, the excess cost over the fair value of assets acquired
("goodwill") was amortized on a straight-line basis over twenty-five to thirty
years. In the first quarter of 1996, the Company changed the amortization period
for goodwill generated from all non-landfill acquisitions to 40 years consistent
with industry trend and due to the life of operating conditions at such
businesses not being dependent on the capacity of available landfill airspace.
The effect of the change in the first quarter of 1996 was to decrease
amortization expense by approximately $34,000.
Note 8 - Subsequent Events
In April 1996, the Company entered into a $10.0 million facility with Bank of
America which will provide funds for capital expenditures. The capital equipment
financed must be delivered to and accepted by the Company no later than December
31, 1997. Such borrowings will bear interest at the prevalent market rates. As
of May 3, 1996, the effective interest rate would be a range between 8.31% and
8.49%.
In April 1996, the Company entered into a contract to purchase Statewide
Environmental Contractors, Inc. (a central New Jersey waste collection and
transfer/recycling operation) with approximate annual revenues of $13.0 million.
The acquisition is expected to close by June 3, 1996.
Additionally, the Company has entered into definitive agreements to acquire
several waste hauling, transfer and recycling operations in New Jersey, and a
Class III construction and demolition site in North Central Florida combined
with approximate annual revenues of $18.5 million.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Background:
Continental Waste Industries, Inc. (the "Company") provides integrated solid
waste management services to residential, commercial and industrial customers
concentrated primarily in the eastern half of the United States. The Company
conducts its operations through 10 landfills, 8 waste collection operations, 13
transfer stations and 3 recycling facilities located in 10 states and in Costa
Rica. Since its founding in 1988, the Company has experienced significant growth
in revenues and operating income due primarily to the acquisition of 29 solid
waste service businesses.
The Company's strategy is focused on an integrated operational model over a
geographically diverse base of operations. In general, the Company seeks to own
or control both waste collection and disposal operations in each of the local
markets in which it competes. This integration strategy is intended to improve
cost competitiveness and mitigate operating risk by reducing the dependence of
the Company's landfills on waste streams from unaffiliated haulers, and by
reducing the exposure of the Company's collection operations to disposal cost
fluctuations at facilities owned by third parties.
Results of Operations
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
Revenue:
Revenue increased by $4.2 million, or 43.5%, from $9.7 million to $13.9 million.
The increase in revenue was primarily due to several 1995 acquisitions: two
hauling and collection companies in the second quarter and two hauling companies
and a recycling facility in the third quarter of 1995, and a landfill in the
fourth quarter of 1995 as well as same store growth in waste collection.
Operating Expenses:
Operating expenses increased by $2.7 million from $4.7 million to $7.4 million
and increased as a percentage of revenue from 48.1% to 53.4%, respectively. The
percentage increase was primarily due to acquired hauling and collection
companies and a recycling facility which have significantly higher operating
costs compared with landfill operations. The same store waste collection
operations also experienced increased operating expenses as a percentage of
revenue due primarily to the severe weather conditions experienced in the
eastern half of the United States. The dollar increase was primarily due to the
above mentioned acquisitions.
General and Administrative Expenses:
General and administrative expenses remained constant at $1.5 million and
decreased as a percentage of revenues from 15.8% to 10.8%. The percentage
decrease was primarily attributable to synergies obtained with the 1995 acquired
companies.
Depreciation and Amortization Expenses:
Depreciation and amortization expenses increased by $928,000, from $1.4 million
to $2.3 million. The increase was do to the above mentioned acquisitions and
increased capital expenditures.
Interest Expense:
Interest expense was $579,000 for the first quarter of 1995 compared to $456,000
for the same period in 1996. The decrease in interest expense is primarily due
to the paydown of the Company's Credit Facility during the fourth quarter of
1995 with the $30.1 million of net proceeds received from a public offering of
Shares. The Company also experienced lower interest rates in the first quarter
of 1996 versus 1995 since entering the Credit Facility.
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Results of Operations (continued)
Provision for Income Taxes:
The provision for income taxes increased by $264,000 from $665,000 to $929,000
as a result of a higher income level partially offset by a lower effective tax
rate in 1996.
Net Income:
For the reasons discussed above, the Company's net income increased by $445,000
from $872,000 to $1.3 million.
Liquidity and Capital Resources
The Company's cash applications consist principally of working capital, payments
of principal and interest on its outstanding indebtedness, capital expenditures
and acquisitions. At March 31, 1996, the Company had working capital of $1.1
million, an increase of $3.1 million since December 31, 1995, and its cash and
cash equivalents balance was $1.9 million. The growth in working capital is
primarily attributable to the refinancing of short-term debt with the Credit
Facility.
Cash Flow from Operating Activities:
During the three months ended March 31, 1996 and 1995, net cash (used in)
provided by operating activities was ($1.7) million and $283,000, respectively.
This decrease is primarily due to long-term assets and accounts receivable
increasing more in the first quarter of 1996 versus 1995 and other current
liabilities decreasing more in the first quarter of 1996 versus 1995. Long-term
assets increased primarily due to a $1.4 million loan to a Costa Rican company,
with an option to purchase the same company, owning a quarry. Additionally, the
Company loaned $700,000 to a current employee who was the previous owner of one
of the construction and demolition landfills purchased in central Florida in
March, 1996. Partially offsetting these effects were higher earnings (excluding
the effect of noncash charges) in the first three months of 1996 versus the same
period in 1995.
Cash Flow from Investing Activities:
During the three months ended March 31, 1996 and 1995, the Company made capital
expenditures of approximately $3.8 million and $3.9 million, respectively, for
landfill expansions and equipment additions. The Company expects total
expenditures for 1996 will be approximately $18.0 million to $20.0 million. In
March 1996, the Company sold its 72% interest in Procesa Continental S.A., de
C.V., which encompassed all of the Company's Mexico City operations, for
approximately $2.6 million in cash.
In March 1996, the Company purchased two construction and demolition landfills
in central Florida for approximately $2.1 million in Shares and $2.1 million in
cash.
Cash Flow from Financing Activities:
Cash flows from financing activities were approximately $3.5 million for both
the first three months of 1996 and 1995.
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Liquidity and Capital Resources (Continued)
In the first quarter of 1996, the Company and the lenders amended the Credit
Facility effective as of January 1, 1996 with covenants effective as of December
31, 1995. The Credit Facility now expires in January 1999 and is secured by all
corporate assets and a pledge of the stock of all subsidiaries. As amended, each
borrowing under the Credit Facility bears interest based on the Company's
leverage ratio, as defined, of funded debt to earnings before interest, taxes,
depreciation and amortization. If the leverage ratio is 2.0 to 1 or less, then
the interest rate is, at the Company's option, prime or LIBOR plus 1.5% and the
fee on outstanding letters of credit is .75%. If the leverage ratio falls
between 2.01 to 2.5 compared to 1, then the interest rate is prime plus 0.5% or
LIBOR plus 1.75% and the fee on outstanding letters of credit is 1.0%. If the
leverage ratio falls between 2.51 and 3.0 compared to 1, then the interest rate
is prime plus 1.0% or LIBOR plus 2.0% and the fee on outstanding letters of
credit is 1.5%. If the leverage ratio is greater than 3.0 to 1, then the
interest rate is prime plus 1% or LIBOR plus 2.5% and the fee on outstanding
letters of credit is 2.0%. The Credit Facility includes provisions for letters
of credit up to $10.0 million. The Company will also pay a 0.5% fee on the
average unused portion of the Credit Facility. As of March 31, 1996, $15.4
million of unused credit under this facility remained available. Borrowings
under the Credit Facility bore a weighted average interest rate of 7.03% on
outstanding loans as of March 31, 1996.
In April 1996, the Company entered into a $10.0 million facility with Bank of
America which will provide funds for capital expenditures. The capital equipment
financed must be delivered to and accepted by the Company no later than December
31, 1997. Such borrowings will bear interest at the prevalent market rates. As
of May 3, 1996, the effective interest rate would be a range between 8.31% and
8.49%, respectively.
As of March 31, 1996, the Company was in compliance with all of its restrictive
covenants.
The Company believes that cash from operating activities, cash on hand,
additional borrowings under the Credit Facility, issuance of additional debt,
and access to capital markets, including public and private placement offerings,
will be sufficient to: (i) finance its planned 1996 and 1997 development
projects and capital expenditures; (ii) meet its 1996 and 1997 operating cash
requirements; and (iii) meet expected debt service obligations during the next
two years.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) None.
Exhibit Sequential
Number Document Description Page
Number
3.1 Certificate of Incorporation of Continental Waste Industries,
Inc.(incorporated by reference to Exhibit 3.1 to the Annual Report
on Form 10-KSB of Continental Waste Industries, Inc. filed on
March 31, 1994, Commission File No. 0-22602).
3.2 By-Laws of Continental Waste Industries, Inc.(incorporated by
reference to Exhibit 3.3 to the Registration Statement on Form
SB-2 of Continental Waste Industries, Inc. filed on November
4, 1994, Commission File No. 33- 84130).
3.3 Amendment to Certificate of Incorporation of Continental Waste
Industries, Inc. (incorporated by reference to Exhibit 3.3 to
the Registration Statement on Form SB-2 of Continental Waste
Industries, Inc. filed on November 4, 1994, Commission File
No. 33-84130).
3.4 Amendment 2 to Certificate of Incorporation of Continental
Waste Industries, Inc.(incorporated by reference to Exhibit
3.4 to the Annual Report on Form 10-KSB of Continental Waste
Industries, Inc. filed on March 29, 1996, Commission File
No. 0-22602).
10.1 Employment Agreement between Continental Waste Industries,
Inc. and Thomas A. Volini (incorporated by reference to
Exhibit 10.1 to the Registration Statement on Form SB-2
of Continental Waste Industries, Inc. filed on September
12, 1995, Commission File No. 33-62589).
10.2 Employment Agreement between Continental Waste Industries,
Inc. and Carlos E. Aguero (incorporated by reference to
Exhibit 10.2 to the Registration Statement on Form SB-2
of Continental Waste Industries, Inc. filed on September
12, 1995, Commission File No. 33-62589).
10.3 Employment Agreement between Continental Waste Industries,
Inc. and Michael J. Drury (incorporated by reference to
Exhibit 10.3 to the Registration Statement on Form SB-2
of Continental Waste Industries, Inc. filed on September
12, 1995, Commission File No. 33-62589).
10.4 Credit Agreement by and among LaSalle National Bank as agent,
the Lenders Signatory or Parties Thereto and Continental Waste
Industries, Inc. and its Subsidiaries (incorporated by
reference to Exhibit 10.8 to the Registration Statement on
Form SB-2 of Continental Waste Industries, Inc. filed on
September 12, 1995, Commission File No. 33-62589).
10.5 First Amendment to Credit Agreement by and among LaSalle
National Bank as agent, the Lenders Signatory or Parties
Thereto and Continental Waste Industries, Inc. and its
Subsidiaries (incorporated by reference to Exhibit 10.8 to
the Registration Statement on Form SB-2 of Continental
Waste Industries, Inc. filed on September 12, 1995,
Commission File No. 33- 62589).
10.6 Second Amendment to Credit Agreement by and among LaSalle
National Bank as agent, the Lenders Signatory or Parties
Thereto and Continental Waste Industries, Inc. and its
Subsidiaries (incorporated by reference to the Current
Report on Form 8-K to Continental Waste Industries, Inc.
filed on October 27, 1995, Commission File No. 0-22602).
b) Reports on Form 8-K:
On January 10, 1996, the Company filed a report on Form 8-K under "Item 5.
Other Events". No financial statements were filed.
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: December 13, 1996
By: /s/ Michael J. Drury
MICHAEL J. DRURY
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Consolidated Balance Sheet at March 31, 1996 and Consolidated
Statement of Operations for the three (3) months ended March 31, 1996, and
is qualified in its entirety by reference to such financial statements.
(Restated-
See Note 1)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Mar-31-1996
<CASH> 1,924,060
<SECURITIES> 0
<RECEIVABLES> 9,279,195
<ALLOWANCES> 419,000
<INVENTORY> 0
<CURRENT-ASSETS> 14,261,693
<PP&E> 105,460,400
<DEPRECIATION> 16,064,137
<TOTAL-ASSETS> 131,865,013
<CURRENT-LIABILITIES> 13,144,513
<BONDS> 0
0
0
<COMMON> 8,572
<OTHER-SE> 73,630,154
<TOTAL-LIABILITY-AND-EQUITY> 131,865,013
<SALES> 0
<TOTAL-REVENUES> 13,934,479
<CGS> 0
<TOTAL-COSTS> 9,727,116
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 456,200
<INCOME-PRETAX> 2,246,434
<INCOME-TAX> 929,069
<INCOME-CONTINUING> 1,317,365
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,317,365
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
