<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 1997 .
-------------------------------------------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to ___________________.
Commission File Number: 0-22294
-----------
MED/WASTE, INC.
- --------------------------------------------------------------------------------
(Name of small business issuer in its charter)
DELAWARE 65-0297759
--------------------------------- ---------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6175 N.W. 153rd Street, Suite 324, Miami Lakes, FL 33014
-------------------------------------------------- ---------
(Address of Principal Executive's Offices) (Zip code)
Issuer's telephone number: (305) 819-8877
Securities registered under Section 12(b) of the Exchange Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock $.001 par value
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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
----- -----
<PAGE> 2
Med/Waste, Inc. and Subsidiaries
Consolidated Statements of Operations
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Revenues $ 13,547,960 $ 4,869,697
------------ ------------
Costs and expenses:
Operating costs 8,914,359 3,407,083
Administrative and selling expenses 3,378,939 1,958,416
Amortization of intangibles 187,924 43,819
------------ ------------
Total 12,481,222 5,409,318
------------ ------------
Operating profit (loss) 1,066,738 (539,621)
Gain from insurance settlement (note 16) 1,357,376 --
Other income (expense), net (378,622) 210,535
------------ ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 2,045,492 (329,086)
Income tax (benefit) (note 9) 627,768 (134,527)
------------ ------------
Income (loss) from continuing operations 1,417,724 (194,559)
Discontinued operations, net of $71,000
and $134,527 taxes (note 8) 131,671 409,885
------------ ------------
NET INCOME $ 1,549,395 $ 215,326
Preferred stock dividend 96,680 --
------------ ------------
Net income available to common shareholders $ 1,452,715 $ 215,326
============ ============
Earnings (loss) per share - basic
From continuing operations $ .52 $ (.10)
Discontinued operations, net of taxes .05 .20
------------ -----------
$ .57 $ .10
============ ============
Weighted Average number of common shares
outstanding-basic 2,559,905 2,043,065
Earnings (loss) per share - diluted:
From continuing operations $ .38 $ (.08)
Discontinued operations, net of taxes .03 .17
------------ ----------
$ .41 $ .09
============ ============
Weighted Average number of common shares
outstanding - diluted 3,922,848 2,374,118
</TABLE>
SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
- 29 -
<PAGE> 3
Med/Waste, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings from continuing operations $ 1,417,724 $ (194,559)
Adjustments to reconcile net earnings to
net cash (used) in operating activities,
net of effects of acquisitons:
Gain from insurance settlement (1,357,376)
Depreciation and amortization $ 885,560 $ 280,019
Provision for doubtful notes and accounts
receivable $ 94,524 $ 33,486
Changes in operating assets and liabilities;
net of assets acquired:
(Increase) in accounts receivable $ (3,164,725) $ (861,824)
Decrease (increase) in notes receivables $ 306,000 $ (374,000)
(Increase) in inventories $ (54,822) $ (46,899)
(Increase) in prepaid expenses $ (572,160) $ (46,887)
(Increase) in other assets $ (521,884) $ ( 48,312)
Increase in accounts payable and
accrued liabilities and income taxes
payable $ 624,217 $ 428,269
(Decrease) Increase in customer deposits $ (14,924) $ 5,297
Increase in deferred income tax liability $ 702,000 $ --
------------ ------------
Net cash used in operating activities $ (1,655,866) $ (825,050)
Net Cash Used in Discontinued Operations $ (217,227) $ (417,656)
INVESTING ACTIVITIES:
Proceeds from settlement with insurance company $ 3,318,600
Acquisition of businesses $(16,151,315) $ (831,254)
Purchase of operating equipment $ (4,004,855) $ (211,646)
Sale of fixed income investments $ 0 $ 750,238
Other, Net $ 0 $ 66,340
------------ ------------
Net cash used in investing activities $(16,837,570) $ (226,322)
FINANCING ACTIVITIES:
Borrowing under line of credit $ 2,980,618 $ --
Payments on notes payables $ -- $ (61,243)
Additions to long term debt $ 6,063.277 $ 793,924
Payments on long term debt $ (218,333) $ --
Issuance of common and preferred stock $ 10,757,989 $ 698,263
Payment of stock subscription receivable $ 30,000 $ --
------------ ------------
Net cash provided by financing activities $ 19,613,551 $ 1,430,944
------------ ------------
Net increase (decrease) in cash and cash equivalents $ 902,888 $ (37,084)
Cash and cash equivalents at beginning of period $ 81,820 $ 118,904
----------- ------------
Cash and cash equivalents at end of period $ 984,708 $ 81,820
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest $ 263,532 $ 111,227
============ ============
Notes and payables for acquisition of SDSSC -- $ 2,770,249
============ ============
Notes for acquisition of BMG $ 500,000 --
============ ============
Shares issued in connection with acquisitions
of BMG, Inc. $ 1,000,000 --
============ ============
Issuance of common stock for notes receivable -- $ 288,003
============ ============
</TABLE>
SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS.
- 31 -
<PAGE> 4
Med/Waste, Inc. And Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. ACQUISITIONS
On October 15, 1996, the Company purchased certain assets of Chambers. The
assets purchased consisted primarily of real estate and improvements comprising
a waste incineration facility, together with all of the equipment, vehicles,
machinery, supplies and inventory associated with such incinerator facility (the
"Facility"). The purchase price for the Facility amounted to $3.6 million
payable $1 million in cash at closing and the issuance of a $2.62 million four
(4) year non-interest bearing promissory note. The Company received certain
credits against the cash portion of the purchase price for repairs, taxes and
similar items.
On September 25, 1997, the Company purchased substantially all of the assets and
business of EWR for $1,687,000 payable in cash at closing. The Company had
provided a $200,000 line of credit to EWR prior to the purchase. The outstanding
balance on the line of credit of $200,000 was added to the purchase price. The
cost of the acquisition was allocated to the tangible and intangible assets and
resulted in $50,000 allocated to permits and $1,577,992 as excess of purchase
price over net assets acquired for the EWR acquisition.
On November 10, 1997, the Company purchased certain assets of BMG for $850,000
in cash and 200,000 shares of Company common stock, valued at $5 per share, the
then market value. The Company received credits at closing amounting to $250,000
for necessary repairs and maintenance at the autoclave facility, as well as
miscellaneous credits for advances made under the management agreement described
below. The cost of the acquisition was allocated to the tangible and intangible
assets and resulted in $50,000 allocated to permits and $1,973,040 as excess of
purchase price over net assets acquired for the BMG acquisition.
In a related transaction, on November 6, 1997, the Company purchased the real
property and certain assets of the autoclave facility from an unrelated third
party. The Company paid $1.4 million, consisting of $900,000 in cash at closing
and a $500,000 purchase money note secured by the real property.
On November 7, 1997, the Company purchased 100% of the capital Stock of
Incendere for $12.0 million, payable in cash, with $10.0 million paid at closing
and $2.0 million held in escrow pending the determination of revenues of
Incendere for the four month period prior to the closing. The cost of the
acquisition was allocated to the tangible and intangible assets and resulted in
$1,100,000 as customer lists and trademarks and $7,879,968 as excess of purchase
price over net assets acquired for the Incendere acquisition.
The following summarized unaudited pro forma consolidated results of operations
have been prepared as if the acquisition of SDSVA, SDSGA and SDSPA had occurred
at the beginning of 1996 and includes pro forma adjustments for interest,
depreciation, amortization and issuance of common stock:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
REVENUES $ 25,862,098 $ 26,148,539
------------ ------------
Net Income (Loss) from Continuing Operations $ 252,565 $ (5,539,398)
Net Income from Discontinued Operations, net of taxes $ 131,671 $ 409,885
Net Income (loss) $ 384,236 $ (5,129,513)
EPS - Basic and Diluted
Net Income (Loss) from Continuing Operations $ 0.04 $ (1.44)
Net Income from Discontinued Operations, net of taxes $ 0.03 $ 0.11
Net Income (loss) $ 0.07 $ (1.33)
Weighted Average number of shares outstanding 4,059,904 3,843,065
</TABLE>
- 35 -
<PAGE> 5
Med/Waste, Inc. And Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. Notes Payable and Debentures
Notes payable and debentures consist of the following at December 31:
1997 1996
----------- -----------
Note payable - Chambers (1) $ 2,173,485 $ 2,262,821
Term loan (2) 6,000,000 --
Line of credit (2) 2,703,618 723,000
Debentures (3) 1,327,096 --
Note payable (4) 387,267 --
Other -- 89,393
----------- -----------
Total 12,591,466 3,075,214
Less current portion 4,094,861 894,599
----------- -----------
Total $ 8,496,605 $ 2,180,615
=========== ===========
The minimum annual debt payments for the next five years required under the
terms of the notes payable and debentures are as follows:
1998 $ 4,095,000
1999 5,881,000
2000 2,463,000
2001 78,000
2002 74,000
-----------
$12,591,000
===========
During 1997 and 1996 interest expense aggregated $598,000 and $109,000,
respectively.
(1) The note is non-interest bearing and is payable quarterly. The note is
reflected, net of approximately $236,515 unamortized discount. The
discount is based on an imputed interest rate of 6% (based on the
prevailing tax exempt interest rate available to the Company). The note is
secured by certain property and equipment (net book value $3.1 million)
and an assignment of revenues and profits. The Company is required to make
prepayments during the first two years, if it burns at least 72 million
pounds of waste. The prepayments shall reduce the principal payments due
in the fourth year of the note and under no event shall exceed $700,000
per year. No such prepayments were required during 1996 or 1997
- 37 -
<PAGE> 6
FASB Statement 123, "Accounting for Stock-Based Compensation", requires the
Company to provide pro forma information regarding net income and earnings per
share as if compensation cost for the Company's stock option plans had been
determined in accordance with the fair value based method prescribed in FASB
Statement 123. For purposes of this disclosure, the Company estimates the fair
value of each stock option at the grant date by using the Black-Scholes
option-pricing model with the following weighted-average assumptions in 1997 and
1996, respectively: no dividends; expected volatility of 25% and 49%,
respectively, risk-free interest rates of 6% and expected lives of two years.
Under the accounting provisions of FASB Statement 123, the Company's net income
and earnings per share would have been reduced to the pro forma amounts
indicated below:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1997 1996
------------- -----------
<S> <C> <C>
AS REPORTED
Net income (loss) from Continuing Operations $ 1,417,724 $ (194,559)
Net Income from Discontinued Operations,
net of taxes $ 131,671 $ 409,885
Net Income $ 1,549,395 $ 215,326
PRO FORMA
Net income (loss) from Continuing Operations $ 1,399,729 $ (244,119)
Net Income from Discontinued Operations,
net of taxes $ 131,671 $ 409,885
Net Income $ 1,531,400 $ 165,766
AS REPORTED - BASIC
Earnings (loss) per share - basic
From continuing operations $ 0.52 $ (.10)
Discontinued operations, net of taxes 0.05 .20
------------ ------------
Earnings per share $ 0.57 $ 0.10
============ ============
PRO FORMA - BASIC
Earnings (loss) per share - basic
From continuing operations $ 0.51 $ (.12)
Discontinued operations, net of taxes 0.05 .20
------------ ------------
Earnings per share $ 0.56 $ .08
============ ============
AS REPORTED - DILUTED
Earnings (loss) per share - diluted
From continuing operations $ 0.38 $ (.08)
Discontined operations, net of taxes 0.03 0.17
------------ ------------
Earnings per share $ 0.41 $ 0.09
============ ============
PRO FORMA - DILUTED
Earnings (loss) per share - diluted
From continuing operations $ 0.37 $ (.10)
Discontinued operations, net of taxes 0.03 .17
------------ ------------
Earnings per share $ 0.40 $ 0.07
============ ============
</TABLE>
- 40 -
<PAGE> 7
Med/Waste, Inc. And Subsidiaries
Notes to Consolidated Financial Statements (continued)
A summary of the status of the Company's three stock option plans as of December
31, 1997 and 1996, and changes during the years ending on those dates is
presented below:
<TABLE>
<CAPTION>
1997 1996
1997 SHARES WEIGHTED-AVG. 1996 SHARES WEIGHTED-AVG.
(000) EXERCISE PRICE (000) EXERCISE PRICE
----------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
OUTSTANDING AT
BEGINNING OF YEAR 1,369 $2.60 1,001 $2.48
GRANTED 372 $3.57 368 $2.93
----------- -------------- ----------- --------------
OUTSTANDING AT YEAR-
END 1,741 $2.81 1,369 $2.60
----------- -------------- ----------- --------------
OPTIONS EXERCISABLE
AT YEAR-END 1,263 $2.63 1,063 $2.52
WEIGHTED-AVERAGE
FAIR VALUE OF
OPTIONS GRANTED
DURING THE YEAR $.53 $.32
</TABLE>
The following table summarizes information about fixed stock options outstanding
at December 31, 1997:
<TABLE>
<CAPTION>
WEIGHTED-
NUMBER WEIGHTED- WEIGHTED- NUMBER AVERAGE
RANGE OF OUTSTANDING AT AVERAGE AVERAGE EXERCISABLE AT EXERCISE PRICE
EXERCISE PRICES 12/31/97 REMAINING EXERCISE PRICE 12/31/97 (EXERCISABLE
- --------------- (000) CONTRACTUAL LIFE (ALL OPTIONS) (000) OPTIONS ONLY)
-------------- ----------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
$2.13 to $3.00 1,343 2.1 years $2.41 1,084 $2.37
$3.01 to $5.19 398 2.8 years $4.15 179 $3.93
-------------- ----------------- ---------------- --------------- --------------
1,741 2.2 years $2.81 1,263 $2.63
============== ================= ================ =============== ==============
</TABLE>
- 41 -
<PAGE> 8
9. INCOME TAXES
At December 31, 1997, the Company had Federal net operating loss carryforwards
of approximately $530,000 that expire through 2010. For financial reporting
purposes, no valuation allowance at December 31, 1997 has been recognized
principally due to improved operating results and the gain on insurance
settlement (note 16). A valuation allowance of $416,000 at December 31, 1996 had
been recognized to offset the net deferred tax assets related to these
carryforwards and other deferred tax asssets. The Company has an income tax
provision of $627,768 in 1997 as a result of providing principally for the gain
on the insurance settlement. The Company did not have an income tax provision in
1996 as a result of the utilization of net operating loss carryforwards.
Realization of the benefits related to the net operating loss carryforwards may
be limited in any one year due to IRS Code Section 382, change of ownership
rules.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------
1997 1996
---------- ---------
<S> <C> <C>
CURRENT DEFERRED TAX ASSETS
- ---------------------------
Allowance for bad debts 83,000 7,000
Other 38,000 0
---------- ---------
Total 121,000 7,000
---------- ---------
NONCURRENT DEFERRED TAX ASSETS & (LIABILITIES)
- ----------------------------------------------
Difference in basis of property,
plant and equipment (352,000) (131,000)
Difference in basis due to gain on
insurance settlement (555,000) 0
Net operating loss carryforwards 205,000 540,000
---------- ---------
Total (702,000) 409,000
---------- ---------
Net deferred tax asset (liability)
before valuation allowance (581,000) 416,000
Valuation allowance for net
deferred tax assets 0 (416,000)
---------- ---------
Net deferred tax asset (liability) (581,000 0
========== =========
</TABLE>
The provision (benefit) for income taxes from continuing and discontinued
operations consists of the following components:
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
-------------------------- ------------------------
CONTINUING DISCONTINUED CONTINUING DISCONTINUED
OPERATIONS OPERATIONS OPERATIONS OPERATIONS
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Current:
Federal $ (76,000) $ 96,000 $(130,734) $ 130,734
State 75,000 21,000 (28,942) 28,942
--------- -------- --------- ---------
(1,000) 117,000 (159,676) 159,676
--------- -------- --------- ---------
Deferred:
Federal 515,768 (38,000) 20,592 (20,592)
State 113,000 (8,000) 4,558 (4,558)
--------- -------- --------- ---------
628,768 (46,000) 25,150 (25,150)
--------- -------- --------- ---------
$ 627,768 $ 71,000 $(134,527) $ 134,527
========= ======== ========= =========
</TABLE>
The reconciliation between the provision for income taxes and the amount which
results from applying the federal statutory tax rate of 34% to loss before
income taxes is as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
-------------------------- ------------------------
CONTINUING DISCONTINUED CONTINUING DISCONTINUED
OPERATIONS OPERATIONS OPERATIONS OPERATIONS
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income tax expense (credit) at statutory
federal rate $ 695,000 $69,000 $(111,889) $ 185,100
State taxes, net of federal benefit 125,000 8,000 (25,424) 25,424
Utilization of net operating loss carryforwards 0 0 0 (78,000)
Non-deductible expenses 24,768 3,000 2,786 2,003
Alternative minimum tax 20,000 0 0 0
Reversal of valuation allowance (237,000) (9,000) 0 0
--------- ------- --------- ---------
$ 627,768 $71,000 $(134,527) $ 134,527
========= ======= ========= =========
</TABLE>
- 43 -
<PAGE> 9
14. SHAREHOLDERS' EQUITY
In August 1996, 424,000 common shares were issued by the Company for the
exercise of private placement warrants generating $986,266 in proceeds.
On November 7, 1997 the Company sold 1.6 million shares of common stock,
pursuant to Regulation S as promulgated pursuant to the Securities Act of 1933,
as amended, raising net proceeds of approximately $5.4 million.
Through September 23, 1997, the Company substantially completed a private
placement of 9% Redeemable Convertible Series A Preferred Stock (the "Series A
Preferred Stock") raising net proceeds of approximately $3.9 million. Each
share of Series A Preferred Stock is presently convertible at any time at the
option of the holders at the current conversion of $4.25 assuming the value of
each share of Series A Preferred Stock to $100. Each holder is entitled to
receive $100 per share in the event of liquidation any may be redeemed at the
option of the Company for a price of $7.44. The dividend provision is
cumulative.
A reconciliation of the numerator and denominator of earnings per share
follows:
<TABLE>
<CAPTION>
For the years ended 1997 1996
-------------------------------------- ------------------------------------
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- --------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Income (loss) before discontinued
operations $1,417,724 $(194,559)
Less: Preferred stock dividends 96,680 --
---------- ---------
Basic EPS
Income available to common
shareholders $1,321,044 2,559,905 0.52 $(194,559) 2,043,065 (.10)
---- ----
Effect of Dilutive Securities
Warrants 53,634 16,555
Options 499,482 314,498
Reduction of interest 163,704 809,827 --
------------------------- -----------------------
Diluted EPS
Income (loss) available to common
shareholders $1,484,748 3,922,848 0.38 $(194,559) 2,374,118 (.08)
--------------------------------- --------------------------------
</TABLE>
Options to purchase 231,250 and 137,500 shares of common stock from $3.375 to
$6.00 per share were outstanding during 1997 and 1996 respectively, but were
not included in the computation of diluted EPS because the options exercise
price was greater than the average market price of the common shares for those
years. The options, which expire from 1998 to 2002, were still outstanding at
the end of year 1997. Stock warrants of 287,284 and 91,000 shares of common
stock from $4.25 to $8.70 per share were outstanding during 1997 and 1996,
respectively, but were not included in the computation of diluted EPS because
the options exercise price was greater than the average market price of the
common shares for those years. The warrants, which expire from 1998 to 2002,
were still outstanding as of the end of year 1997.
15. SALES OF AUTOCLAVES
The Company leases equipment to customers under sales-type leases as defined in
Statement of Financial Accounting Standards No. 13, "Accounting for Leases."
During 1996, such leases were sold to third parties; no such sales occurred in
1997. The current portion of the net investment in sales-type leases is included
in accounts receivable in 1997 and "Current portion of notes receivable from
autoclaves" and the long-term portion is included in "Notes receivable from
autoclaves, net of current" in 1996. The components of the net investment in
sales-type leases aggregated $527,000 in 1997 and $306,000 in 1996.
These notes are from autoclave sales in 1996 and are non-interest bearing and
were discounted to a leasing company at rates of 9% to 9.75%. The outstanding
amount of receivables sold to and proceeds received from independent third
parties with recourse was $290,483 in 1996 and none in 1997. The Company has
estimated that no obligation under the recourse provisions exist based on the
excellent credit rating of the autoclave customers.
- 46 -
<PAGE> 10
10.11 Service Franchise Agreements dated February 1, 1988 by and
between The Kover Group, Inc. and Coverall North America, Inc. (Pittsburgh)
[Incorporated by reference to the Company's 1994 Form 10-KSB, File No. 0-22294]
10.12 Addendum to Service Franchise Agreement dated May 15, 1992 by
and between Coverall North America, Inc. and The Kover Group, Inc. (Palm Beach,
Martin, St. Lucie and Indian River Counties) [Incorporated by reference to the
Company's 1994 Form 10-KSB, File No. 0-22294]
10.13 Special Addendum to Service Franchise Agreements dated August
15, 1992 by and between Coverall North America, Inc. and The Kover Group, Inc.
(Extension of all Service Franchise Agreement to January 1, 2010) [Incorporated
by reference to the Company's 1994 Form 10-KSB, File No. 0-22294]
21 Subsidiaries
27 Financial Data Schedules*
(b) Form 8-K
The following Form 8-K's were filed during the last quarter of the
fiscal year ended December 31, 1996:
(a) Chambers October 1996
(b) Chambers Financials 1996
*Filed herewith.
- 51 -
<PAGE> 11
SIGNATURES
In accordance with Section 13 or 15(a) of the Exchange Act, the
registrant caused this report to be signed on behalf by the undersigned,
thereunto duly authorized.
MED/WASTE, INC., a Delaware corporation
Dated: April 9, 1998 By: /s/ Daniel A. Stauber
--------------------------------
DANIEL A. STAUBER, President/
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Milton J. Wallace
- -------------------------------
MILTON J. WALLACE Chairman of the Board of Directors April 9, 1998
/s/ Daniel A. Stauber
- -------------------------------
DANIEL A. STAUBER Director/President/Chief Executive Officer April 9, 1998
/s/ Arthur G. Shapiro, M.D.
- -------------------------------
ARTHUR G. SHAPIRO, M.D. Director April 9, 1998
/s/ Richard Green
- -------------------------------
RICHARD GREEN Director/Secretary April 9, 1998
/s/ William Dolan, D.D.S.
- -------------------------------
WILLIAM DOLAN, D.D.S. Director April 9, 1998
/s/ William F. Bonham
- -------------------------------
WILLIAM F. BONHAM Director April 9, 1998
/s/ Kendrick Meek
- -------------------------------
KENDRICK MEEK Director April 9, 1998
/s/ Michael D. Elkin
- -------------------------------
MICHAEL D. ELKIN Vice President/Chief Financial Officer April 9, 1998
</TABLE>
- 52 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 984,708
<SECURITIES> 0
<RECEIVABLES> 5,633,528
<ALLOWANCES> (108,000)
<INVENTORY> 238,653
<CURRENT-ASSETS> 10,117,577
<PP&E> 11,727,790
<DEPRECIATION> (1,090,987)
<TOTAL-ASSETS> 34,769,064
<CURRENT-LIABILITIES> 7,143,152
<BONDS> 8,998,844
0
430
<COMMON> 4,630
<OTHER-SE> 17,920,008
<TOTAL-LIABILITY-AND-EQUITY> 34,769,064
<SALES> 0
<TOTAL-REVENUES> 13,547,960
<CGS> 0
<TOTAL-COSTS> 12,481,222
<OTHER-EXPENSES> (378,622)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,045,492
<INCOME-TAX> 627,768
<INCOME-CONTINUING> 1,417,724
<DISCONTINUED> 131,671
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,549,395
<EPS-PRIMARY> .57
<EPS-DILUTED> .41
</TABLE>
