- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
[MARK ONE]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 No. 1-11822
---------------------------
TRANSCOR WASTE SERVICES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0369288
(State of incorporation) (I.R.S. Employer Identification Number)
1502 SECOND AVENUE, EAST, TAMPA, FLORIDA 33605
(Address of registrant's principal executive offices, including zip code)
---------------------------
(Registrant's telephone number, including area code): (813) 248-3878
Not applicable
- ------------------------------------------------------------------------------
(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 require-ments for the past 90 days. Yes [X] No [ ]
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by a check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]
Applicable Only to Corporate Issuers
The number of shares of Common Stock outstanding on November 11, 1996, was
4,000,000 shares.
- ------------------------------------------------------------------------------
<PAGE>
TRANSCOR WASTE SERVICES, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
------
<S> <C> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Consolidated balance sheets at December 31, 1995 and
September 30, 1996 (unaudited) 1 - 2
Consolidated statements of operations for the three and
nine months ended September 30, 1995 and 1996 (unaudited) 3 - 4
Consolidated statements of cash flows for the nine months
ended September 30, 1995 and 1996 (unaudited) 5
Notes to consolidated financial statements 6 - 7
Item 2. Management's discussion and analysis of financial condition
and results of operation 8 - 10
PART II. OTHER INFORMATION
Item 1. Legal proceedings 11
Item 2. Changes in securities 11
Item 3. Defaults upon senior securities 11
Item 4. Submission of matters to a vote of security holders 11
Item 5. Other information 11
Item 6. Exhibits and reports on Form 8-K 11
Signatures 12
Exhibit 11. Calculation of income per share 13 -14
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION FORM 10-Q
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1.FINANCIAL STATEMENTS
---------------------
<TABLE>
<CAPTION>
TRANSCOR WASTE SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1995 1996
------------- ---------------
ASSETS (unaudited)
- -----------------------------------------------------
<S> <C> <C>
Current assets:
Cash $ 3,414,479 $ 3,815,906
Accounts receivable - trade, net 6,337,941 5,780,474
Costs and estimated earnings in excess of billings on
uncompleted contracts 785,473 277,732
Income tax refund receivable 731,951 165,234
Deferred income taxes 441,596 441,596
Other current assets 255,514 320,440
------------- ---------------
Total current assets 11,966,954 10,801,382
------------- ---------------
Property and equipment, net 27,116,350 26,192,080
Intangible assets, net 785,175 933,030
Due from affiliate 6,019,112 6,109,069
Other assets 963,611 843,953
------------- ---------------
$ 46,851,202 $ 44,879,514
============= ===============
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
TRANSCOR WASTE SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1995 1996
-------------- ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited)
- ------------------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable, trade $ 3,942,274 $ 3,438,604
Accrued expenses 4,002,056 3,820,512
Billings in excess of costs and estimated earnings
on uncompleted contracts 184,871 46,466
Due to affiliate 368,199 368,199
Current portion of long-term debt 3,770,219 3,095,419
-------------- ---------------
Total current liabilities 12,267,619 10,769,200
-------------- ---------------
Long-term debt, including debt owed to KVN of
2,003,258 at December 31, 1995 and
September 30, 1996 17,972,049 17,431,624
Deferred income taxes 3,026,244 3,026,244
Commitments and contingencies - -
Stockholders' equity:
Preferred stock, $.001 par value; 1,000,000 shares
authorized; none issued and outstanding - -
Common stock, $.001 par value; 10,000,000 shares
authorized; 4,000,000 shares issued in 1995 and
4,010,000 shares issued in 1996
Capital in excess of par value 4,000 4,010
12,133,557 12,193,547
Retained earnings 1,495,739 1,502,895
-------------- ---------------
13,633,296 13,700,452
Less treasury stock, at cost (48,006) (48,006)
-------------- ---------------
Total stockholders' equity 13,585,290 13,652,446
-------------- ---------------
$ 46,851,202 $ 44,879,514
============== ===============
</TABLE>
See accompanying notes.
<PAGE>
TRANSCOR WASTE SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended September 30,
--------------------------------
1995 1996
------------ ------------
(unaudited) (unaudited)
<S> <C> <C>
Revenue $ 11,099,889 $ 11,369,715
Expenses:
Operating expenses 8,905,035 9,081,617
Selling, general, and
administrative expenses 1,608,440 1,887,552
------------ ------------
Operating income 586,414 400,546
Interest expense 139,488 304,822
------------ ------------
Income before provision for income taxes 446,926 95,724
Provision for income taxes 170,013 37,312
------------ ------------
Net income $ 276,913 $ 58,412
============ ============
Share data:
Primary income per share $ .07 $ .01
============ ============
Fully diluted income per share $ .07 $ .01
============ ============
Weighted average number of shares outstanding
used in computations:
Primary 4,042,835 4,049,429
============ ============
Fully diluted 4,441,985 4,053,875
============ ============
</TABLE>
See accompanying notes.
<PAGE>
TRANSCOR WASTE SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------
1995 1996
------------ ------------
(unaudited) (unaudited)
<S> <C> <C>
Revenue $ 30,974,987 $ 32,996,203
Expenses:
Operating expenses 24,349,209 26,665,358
Selling, general, and
administrative expenses 4,423,401 5,364,497
------------ ------------
Operating income 2,202,377 966,348
Interest expense 380,285 954,647
------------ ------------
Income before provision for income taxes 1,822,092 11,701
4,545
------------
Provision for income taxes 701,505
------------
$ 7,156
============
Net income $ 1,120,587
============
Share data:
Primary income per share $ .28 $ .00
============ ============
Fully diluted income per share $ .27 $ .00
============ ============
Weighted average number of shares outstanding
used in computations:
Primary 4,038,478 4,060,573
============ ============
Fully diluted 4,447,780 4,060,573
============ ============
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
TRANSCOR WASTE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
Nine months ended September 30,
-------------------------------
1995 1996
------------ ------------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,120,587 $ 7,156
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,606,004 2,561,747
Gain on disposal of equipment (78,544) (53,624)
Changes in operating assets and liabilities:
Accounts receivable (1,212,025) 557,467
Costs and estimated earnings in excess of
billings on uncompleted contracts (953,194) 507,741
Income tax refund receivable - 566,717
Other assets (594,029) 54,732
Accounts payable 836,966 (503,670)
Income tax payable 99,940 -
Accrued expenses 1,908,409 (181,544)
Billings in excess of costs and estimated
earnings on uncompleted contracts (46,649) (138,405)
------------ ------------
Total adjustments 1,566,878 3,371,161
------------ ------------
Net cash provided by operating activities 2,687,465 3,378,317
------------ ------------
Cash flows from investing activities:
Capital expenditures (7,619,961) (2,002,838)
Proceeds from sale of equipment 365,538 271,130
------------ ------------
Net cash used by investing activities (7,254,423) (1,731,708)
------------ ------------
Cash flows from financing activities:
Proceeds from long-term debt 7,618,829 1,583,354
Repayment of long-term debt (1,888,039) (2,798,579)
Purchase of Treasury stock (48,006) -
Advances to KVN (1,167,333) (89,957)
Proceeds from stock warrants - 60,000
------------ ------------
Net cash provided (used) by financing activities 4,515,451 (1,245,182)
------------ ------------
Net increase (decrease) in cash (51,507) 401,427
Cash, beginning of period 3,211,795 3,414,479
------------ ------------
Cash, end of period $ 3,160,288 $ 3,815,906
============ ============
</TABLE>
See accompanying notes.
<PAGE>
TRANSCOR WASTE SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------
Basis of presentation - TransCor Waste Services, Inc. (the "Company")
-----------------------
was formed on November 6, 1992, as a holding company and a wholly-owned
subsidiary of Kimmins Corp. ("KVN") (f/k/a Kimmins Environmental Service
Corp.). Effective on such date, KVN contributed all of the outstanding common
stock of six of its other wholly-owned subsidiaries to Kimmins Recycling Corp.
("KRC"). KVN then contributed all of the outstanding common stock of KRC to
the Company. These transactions have been treated as a reorganization of
companies under common control in a manner similar to a pooling of interests
so that the consolidated financial statements include the accounts of the
Company and its subsidiaries as if they had been consolidated from the
beginning of the period presented.
These financial statements of the Company omit or condense certain
footnotes and other information normally included in the financial statements
prepared in accordance with generally accepted accounting principles. In the
opinion of management, all adjustments (consisting only of normal recurring
accruals) necessary for fair presentation of the financial information for the
interim periods reported have been made.
Intangible assets - Intangible assets consist primarily of the excess
------------------
of cost over fair market value of the net assets of the acquired business,
which will be amortized on a straight-line basis over twenty years, and
customer contracts, which will be amortized on a straight-line basis over five
years. Accumulated amortization was $66,825 and $157,020 at December 31, 1995
and September 30, 1996, respectively.
Earnings per share - Net income per share is computed based on the
--------------------
weighted average number of shares of capital stock and stock options
outstanding. Fully diluted earnings per share assumes that the convertible
subordinated debt was converted into common stock as of the beginning of the
year and that the interest expense thereon, net of taxes, was added to net
income.
2.PROPERTY AND EQUIPMENT, NET
------------------------------
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
-------------- ---------------
(unaudited)
<S> <C> <C>
Land $ 4,596,622 $ 4,610,368
Buildings and improvements 5,092,686 5,498,778
Vehicles 12,939,015 13,183,691
Waste containers and equipment 11,024,246 12,227,554
Furniture and fixtures 482,091 491,964
Construction in progress 615,846 90,831
-------------- ---------------
34,750,506 36,103,186
Less accumulated depreciation (7,634,156) (9,911,106)
-------------- ---------------
$ 27,116,350 $ 26,192,080
============== ===============
</TABLE>
Property and equipment are recorded at cost. Depreciation is provided
using the straight-line method over estimated useful lives ranging from 3 to
30 years.
<PAGE>
TRANSCOR WASTE SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3.LONG-TERM DEBT
---------------
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
-------------- ---------------
(unaudited)
<S> <C> <C>
Notes payable, due through September 1, 2001, payable
in monthly installments with interest at varying rates up
to 13 percent, collateralized by equipment $ 14,927,277 $ 13,858,110
Convertible subordinated term note with KVN, interest
payable in monthly installments, principal due December
1, 2003, interest at bank's base rate plus 1 percent 2,003,258 2,003,258
Mortgage notes, principal and interest payable in monthly
installments through October 1, 2010, interest at varying
rates up to prime plus 1 percent, collateralized by land
and buildings 3,411,733 3,265,675
Mortgage notes - $500,000 with related parties, interest
payable in quarterly installments at 10 percent, plus a
performance based return not to exceed 6 percent,
principal due on January 9, 1997, principal and interest
guaranteed by KVN, collateralized by land and buildings 1,400,000 1,400,000
-------------- ---------------
21,742,268 20,527,043
Less current portion (3,770,219) (3,095,419)
-------------- ---------------
$ 17,972,049 $ 17,431,624
============== ===============
</TABLE>
At September 30, 1996, $1,400,000 of the Mortgage Notes have been
classified as long-term debt as it is the Company's intent to refinance this
debt on a long-term basis.
4.STOCKHOLDERS' EQUITY
---------------------
The Company has authorized 1,000,000 shares of preferred stock with a par
value of $.001 per share, none of which has been issued. Such preferred stock
may be issued in series and will have such designations, rights, preferences,
and limitations as may be fixed by the Board of Directors.
The convertible subordinated term note is convertible into 400,652 shares
of the Company's common stock at the time the market value per share equals or
exceeds $9.00 for twenty consecutive trading days.
Warrants to purchase 100,000 shares of the Company's common stock at
$6.00 per share were issued to the underwriters of the Company's initial
public offering. Warrants to purchase 10,000 shares of common stock were
exercised during March 1996.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Revenue for the three months ended September 30, 1996, was $11,370,000,
representing a increase of $270,000, or approximately 2 percent, from
$11,100,000 for the three months ended September 30, 1995. The increase in
revenue was attributable primarily to an increase in the Company's commercial
and residential solid waste management services during this period. A
substantial portion of the increase in commercial and residential services was
attributable to increased activity in the Tampa and Fort Myers collection
markets.
Operating expenses for the three months ended September 30, 1996, were
$9,082,000, representing a increase of $177,000, or approximately 2 percent,
from $8,905,000 for the three months ended September 30, 1995. Operating
expenses include fees charged by landfills for waste disposal (which to date
has been the largest component of the Company's operating expenses), direct
labor costs associated with the collection, transfer, and recycling of waste,
and depreciation. The dollar increase in operating expenses primarily was
attributable to volume-related and start-up costs increases in certain major
operational expenses such as landfill fees and direct labor costs.
Selling, general, and administrative expenses for the three months ended
September 30, 1996, were $1,888,000, representing an increase of $279,000, or
17 percent, from $1,608,000 for the three months ended September 30, 1995.
The dollar and percentage increase in selling, general, and administrative
expenses was attributable primarily to increased overhead costs, such as sales
and marketing costs, administrative expenses, customer service programs and
related data processing expenses.
Interest expense for the three months ended September 30, 1996, was
$305,000, compared to $139,000 for the three months ended September 30, 1995.
The average amount of interest-bearing debt outstanding significantly
increased between periods, due primarily to equipment financing for start-up
operations.
The Company's income tax provision was calculated using a rate of
approximately 39 percent for the three months ended September 30, 1996 and
1995.
As a result of the foregoing, the Company recorded net income of $58,000
for the three months ended September 30, 1996 as compared to net income of
$277,000 for the three months ended September 30, 1995.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Revenue for the nine months ended September 30, 1996, was $32,996,000,
representing an increase of $2,021,000, or approximately 7 percent, from
$30,975,000 for the nine months ended September 30, 1995. The increase in
revenue was attributable primarily to an increase in the Company's commercial,
industrial and residential solid waste management services during this period.
A substantial portion of the increase in commercial, industrial and
residential services was attributable to increased activity in the Tampa and
Fort Myers collection markets.
Operating expenses for the nine months ended September 30, 1996, were
$26,665,000, representing an increase of $2,316,000, or approximately 10
percent, from $24,349,000 for the nine months ended September 30, 1995.
Operating expenses include fees charged by landfills for waste disposal (which
to date has been the largest component of the Company's operating expenses),
direct labor costs associated with the collection, transfer, and recycling of
waste, and depreciation. The increase in operating expenses primarily was
attributable to volume-related and start-up costs increases in certain major
operational expenses such as landfill fees and direct labor costs.
Selling, general, and administrative expenses for the nine months ended
September 30, 1996, were $5,364,000, representing an increase of $941,000, or
21 percent, from $4,423,000 for the nine months ended September 30, 1995. The
increase in selling, general, and administrative expenses was attributable
primarily to increased overhead costs such as sales and marketing costs,
administrative expenses, customer service programs and related data processing
expenses.
Interest expense for the six months ended September 30, 1996, was
$955,000, compared to $380,000 for the nine months ended September 30, 1995.
The increase in net interest expense was primarily attributable to an increase
in the amount of interest-bearing debt outstanding, due primarily to equipment
financing for start-up operations.
The Company's income tax provision was calculated using a rate of
approximately 39 percent for the nine months ended September 30, 1996 and
1995.
As a result of the foregoing, the Company recorded net income of $7,000
for the nine months ended September 30, 1996, as compared to net income of
$1,121,000 for the nine months ended September 30, 1995.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had working capital of $32,000
compared to a working capital deficit of $301,000 at December 31, 1995.
Current financial resources, anticipated funds from operations, and repayment
of receivables from affiliates if needed are expected to be adequate to meet
cash requirements in the foreseeable future. At September 30, 1996, the
Company had cash of approximately $3,816,000.
Net cash provided by operating activities during the nine months ended
September 30, 1996, was $3,378,000, compared with $2,687,000 for the nine
months ended September 30, 1995. The increase in cash provided by operating
activities was due primarily to the increase in depreciation expense during
1996, net of changes in certain operating assets and liabilities (primarily
accounts receivables, income tax refund receivable, and accounts payable).
For the first nine months of 1995, cash provided by operating activities was
due primarily to cash provided by net income, net of changes in certain
operating assets and liabilities (primarily other assets and accounts
payable). Net cash used by investing activities during the nine months ended
September 30, 1996, was $1,732,000, as compared to $7,254,000 during the
nine months ended September 30, 1995. For the nine months ended September 30,
1996, the Company had $2,003,000 of capital expenditures compared to
$7,620,000 during 1995. Net cash used by financing activities during the six
months ended September 30, 1996, was $1,245,000 primarily as a result of the
repayment of the Company's long-term debt borrowings.
During the nine months ended September 30, 1996 and 1995, the Company's
average trade receivables were outstanding for 48 and 60 days, respectively.
Both averages were based on revenue annualized and compared to the trade
receivable balances at September 30. Management believes that the number of
days outstanding for its receivables approximates industry norms. Credit is
extended based on an evaluation of the customer's financial condition. Credit
losses are provided for in the financial statements and have been within
management's expectations.
During the nine months ended September 30, 1996 and 1995, the Company's
average trade payables were extended for 29 and 36 days, respectively. Both
averages were based on the nine-month operating and selling, general, and
administrative expenses annualized and compared to trade payable balances at
September 30.
Historically, inflation has not had a material effect on the Company's
operations.
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal proceedings
------------------
None
Item 2. Changes in securities
-----------------------
None
Item 3. Defaults upon senior securities
----------------------------------
None
Item 4. Submission of matters to a vote of security holders
----------------------------------------------------------
None
Item 5. Other information
------------------
As previously disclosed in the Company's Form 10-K, the Company was
waiting to receive an environmental assessment with regards to its
Jacksonville facility. This assessment was needed to determine the
responsible party and level of remediation necessary, if any, to
comply with applicable state and local standards and other environmental
regulations. Additional testings and sampling have been completed at
the Company's Jacksonville facility and no further remediation
activities are required.
Item 6. Exhibits and reports on Form 8-K
-------------------------------------
(a) The following documents are filed as exhibits to this Form 10-Q:
11. - Calculation of income per share
27. - Financial Data Schedule (for SEC use only)
(b) No reports on Form 8-K were filed during the quarter for
which this report is filed.
<PAGE>
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.
TRANSCOR WASTE SERVICES, INC.
Date: November 11,1996 By: /s/ Ira D. Cohen
------------------ --------------------------------------------
Ira D. Cohen
President
(President and Principal Executive Officer)
Date: November 11, 1996 By: /s/ Norman S. Dominiak
------------------ --------------------------------------------
Norman S. Dominiak
Treasurer and Chief Financial Officer
(Principal Accounting and Financial Officer)
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
TRANSCOR WASTE SERVICES, INC.
CALCULATION OF INCOME PER SHARE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
Three months ended September 30,
--------------------------------
1995 1996
---------- ----------
<S> <C> <C>
Primary income per common share:
- ----------------------------------------------------
Net income $ 276,913 $ 58,412
========== ==========
Weighted average shares of common stock outstanding:
Average shares outstanding 3,990,000 4,000,000
Assumed exercise of stock options 52,835 49,429
---------- ----------
Weighted average shares of common stock
outstanding - primary 4,042,835 4,049,429
========== ==========
Primary income per share $ .07 $ .01
========== ==========
Fully diluted income per common share:
- ----------------------------------------------------
Net income $ 276,913 $ 58,412
Interest on convertible debt, net of tax benefit 31,053 -
---------- ----------
Adjusted net income applicable to common stock
on a fully diluted basis $ 307,966 $ 58,412
========== ==========
Weighted average shares of common stock outstanding:
Average shares outstanding 3,990,000 4,000,000
Assumed exercise of stock options 51,333 53,875
Assumed conversion of convertible debt 400,652 -
---------- ----------
Weighted average shares of common stock
outstanding - fully diluted 4,441,985 4,053,875
========== ==========
Fully diluted income per share $ .07 $ .01
========== ==========
</TABLE>
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
TRANSCOR WASTE SERVICES, INC.
CALCULATION OF INCOME PER SHARE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
Nine months ended September 30,
-------------------------------
1995 1996
---------- ----------
<S> <C> <C>
Primary income per common share:
- ----------------------------------------------------
Net income $1,120,587 $ 7,156
========== ==========
Weighted average shares of common stock outstanding:
Average shares outstanding 3,995,795 3,997,117
Assumed exercise of stock options 42,683 63,456
---------- ----------
Weighted average shares of common stock
outstanding - primary 4,038,478 4,060,573
========== ==========
Primary income per share $ .28 $ .00
========== ==========
Fully diluted income per common share:
- ----------------------------------------------------
Net income $1,120,587 $ 7,156
Interest on convertible debt, net of tax benefit 92,147 -
---------- ----------
Adjusted net income applicable to common stock
on a fully diluted basis $1,212,734 $ 7,156
========== ==========
Weighted average shares of common stock outstanding:
Average shares outstanding 3,995,795 3,997,117
Assumed exercise of stock options 51,333 63,456
Assumed conversion of convertible debt 400,652 -
---------- ----------
Weighted average shares of common stock
outstanding - fully diluted 4,447,780 4,060,573
========== ==========
Fully diluted income per share $ .27 $ .00
========== ==========
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> Sep-30-1996
<CASH> 3,815,906
<SECURITIES> 0
<RECEIVABLES> 6,272,269
<ALLOWANCES> (491,795)
<INVENTORY> 58,363
<CURRENT-ASSETS> 10,801,382
<PP&E> 36,103,186
<DEPRECIATION> (9,911,106)
<TOTAL-ASSETS> 44,879,514
<CURRENT-LIABILITIES> 10,769,200
<BONDS> 0
0
0
<COMMON> 4,010
<OTHER-SE> 13,648,436
<TOTAL-LIABILITY-AND-EQUITY> 44,879,514
<SALES> 32,996,203
<TOTAL-REVENUES> 32,996,203
<CGS> 26,665,358
<TOTAL-COSTS> 26,665,358
<OTHER-EXPENSES> 5,364,497
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 954,647
<INCOME-PRETAX> 11,701
<INCOME-TAX> 4,545
<INCOME-CONTINUING> 7,156
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,156
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
