SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
---------------
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
[ ] 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. 1-13392
US DIAGNOSTIC INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 11-3164389
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) number)
777 S. Flagler Drive, Suite 1201 East
West Palm Beach, Florida
(Address of Principal Executive Offices)
(561) 832-0006
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if changed Since Last Report)
Check whether the issuer (I) filed all reports required to be filed by
section 13 or 15 (d) of the Securities Exchange Act of 1934 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at March 31, 1996:
- ---------------------------- ------------------------------
Common Stock, $.01 par value 7,620,179 shares
Traditional Small Business Disclosure Format
Yes [X] No [ ]
<PAGE>
US DIAGNOSTIC INC.
INDEX TO FORM 10-QSB/A
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 1996
and December 31, 1995.......................................................3
Condensed Consolidated Statements of Operations for the Three Months
ended March 31, 1996 and 1995...............................................5
Condensed Consolidated Statement of Stockholders' Equity
for the Three Months ended of March 31, 1996 ...............................6
Condensed Consolidated Statements of Cash Flows for the Three Months
ended March 31, 1996 and 1995...............................................7
Notes to Condensed Consolidated Financial Statements........................8
Item 2. Management Discussion and Analysis
of Financial Condition and Results
of Operations..................................................10
SIGNATURES.................................................................12
2
<PAGE>
<TABLE>
<CAPTION>
US DIAGNOSTIC INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
------------- ------------
1 9 9 6 1 9 9 5
------------- ------------
<S> <C> <C>
ASSETS:
CURRENT ASSETS:
Cash and Cash equivalents $ 3,834,141 $ 4,373,876
Accounts Receivable (Net of Allowance for Bad Debts
of $1,140,462 and $645,294) 10,739,349 10,818,919
Prepaid Expenses 1,284,220 900,619
Other Current Assets 280,861 270,796
------------- ------------
TOTAL CURRENT ASSETS 16,138,571 16,364,210
------------- ------------
Property and Equipment - Net 25,050,657 22,550,884
------------- ------------
INTANGIBLE ASSETS:
Goodwill 15,002,531 12,941,462
Covenants not to Compete 2,042,070 2,305,639
Customer Lists 2,697,751 2,745,833
------------- ------------
TOTAL INTANGIBLE ASSETS - NET 19,742,352 17,992,934
------------- ------------
Other Assets 72,559 371,196
------------- ------------
TOTAL ASSETS $ 61,004,139 $ 57,279,224
============= ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
US DIAGNOSTIC INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
------------ -----------
1 9 9 6 1 9 9 5
------------ -----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 3,237,178 $ 2,862,399
Short-Term Borrowings -- 667,286
Current Portion of Long-Term Debt 3,191,503 3,831,975
Obligations Under Capital Leases - Current Portion 1,358,052 2,519,982
Other Current Liabilities 346,334 536,759
------------ -----------
TOTAL CURRENT LIABILITIES 8,133,067 10,418,401
------------ -----------
Long-Term Debt (Net of Current Portion) 16,401,149 15,992,617
Obligations Under Capital Leases (Net of Current Portion) 7,300,695 5,072,018
Other Liabilities 930,249 587,952
----------- ------------
TOTAL LIABILITIES 32,765,160 32,070,988
------------ -----------
MINORITY INTERESTS 812,363 715,543
------------ -----------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 Par Value; Authorized 5,000,000 Shares, None Issued -- --
Common Stock, $.01 Par Value; 50,000,000 Shares Authorized and 7,620,179
and 7,032,622 Shares Issued and outstanding at March 31, 1996 and
December 31, 1995, respectively 76,202 70,326
Additional Paid in Capital 24,736,200 22,953,590
Retained Earnings 3,527,240 2,495,678
Deferred Stock Based Compensation (913,026) (1,026,901)
------------ -----------
TOTAL STOCKHOLDERS' EQUITY 27,426,616 24,492,693
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 61,004,139 $57,279,224
============ ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
<TABLE>
<CAPTION>
US DIAGNOSTIC INC. AND SUBSIDIARIES
- ------------------------------------------------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31,
---------------------------
1996 1995
----------- -----------
<S> <C> <C>
REVENUES $12,568,109 $ 4,894,116
----------- -----------
OPERATING EXPENSES:
General and Administrative Expense 7,165,933 3,551,891
Bad Debt Expense 494,534 95,963
Depreciation and Amortization 1,864,543 396,106
Stock Based Compensation 312,730 --
Loss on Settlement of Claim 125,000 --
Compensation to Terminated Consultant 21,875 10,000
----------- -----------
TOTAL OPERATING EXPENSES 9,984,615 4,053,960
----------- -----------
INCOME FROM OPERATIONS 2,583,494 840,156
----------- -----------
OTHER INCOME [EXPENSE]:
Interest Expense (692,989) (193,907)
Interest and other Income 38,567 26,198
----------- -----------
TOTAL OTHER EXPENSE (654,422) (167,709)
----------- -----------
INCOME BEFORE MINORITY INTEREST AND PROVISION FOR INCOME TAXES 1,929,072 672,447
MINORITY INTEREST IN INCOME OF SUBSIDIARIES 184,169 62,367
PROVISION FOR INCOME TAXES 713,341 12,306
----------- -----------
NET INCOME $ 1,031,562 $ 597,774
=========== ===========
NET INCOME PER COMMON SHARE:
Primary $.12 .15
=========== ===========
Fully Diluted $.10 .15
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Primary 11,087,163 4,031,961
=========== ===========
Fully Diluted 16,310,660 4,031,961
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
<TABLE>
<CAPTION>
US DIAGNOSTIC INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK
------------
ADDITIONAL TOTAL
------------ ------------
NUMBER OF PAID-IN DEFERRED RETAINED STOCKHOLDERS'
------------ ------------ ------------ ------------- ------------ ------------
SHARES AMOUNT CAPITAL COMPENSATION EARNINGS EQUITY
------------ ------------ ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - January 1, 1996 7,032,622 $ 70,326 $ 22,953,590 $ (1,026,901) $ 2,495,678 $ 24,492,693
Adjustments to Common Stock
and Options Issued for 1995
Acquisitions 43,070 431 (124,750) -- -- (124,319)
Stock Options Exercised 26,000 260 89,740 -- -- 90,000
Compensation Cost - Stock -- -- 220,730 -- -- 220,730
Options Granted
Warrants Exercised 401,287 4,013 668,743 -- -- 672,756
Common Stock Issued in
Settlement of Litigation 20,000 200 124,800 -- -- 125,000
Common Stock Issued to
Cancel Consulting Agreement 93,000 930 580,320 -- -- 581,250
Common stock Issued for
Debt Conversion 4,200 42 15,958 -- -- 16,000
Income Tax Benefit from
Options Exercised -- -- 207,069 -- -- 207,069
Amortization of Deferred
Compensation -- -- -- 113,875 -- 113,875
Net Income -- -- -- -- 1,031,562 1,031,562
------------ ------------ ------------ ------------- ------------ ------------
BALANCE - MARCH 31, 1996 7,620,179 $ 76,202 $ 24,736,200 $ (913,026) $ 3,527,240 $ 27,426,616
============ ============ ============ ============= ============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
6
<PAGE>
<TABLE>
<CAPTION>
US DIAGNOSTIC INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31,
-----------------------------
1 9 9 6 1 9 9 5
----------- -----------
<S> <C> <C>
NET CASH - OPERATING ACTIVITIES $ 2,358,977 $ 3,575,777
INVESTING ACTIVITIES:
Intangible Assets -- (2,754,950)
Purchase of Property and Equipment (2,308,925) (57,778)
Acquisitions -- (1,330,000)
----------- -----------
NET CASH - INVESTING ACTIVITIES (2,308,925) (4,142,728)
----------- -----------
FINANCING ACTIVITIES:
Repayments on Debt and Capital Lease Obligations (2,817,840) (1,392,807)
Proceeds from Borrowings 1,465,297 780,000
Common Stock Issued and Exercise of Options 762,756 100,000
----------- -----------
NET CASH - FINANCING ACTIVITIES (589,787) (512,807)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (539,735) (1,079,758)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 4,373,876 2,824,440
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 3,834,141 $ 1,744,682
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 682,989 $ 189,552
Income Taxes $ -- $ --
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the period ended March 31, 1996, the Company entered into several equipment lease agreements which are stated on the
balance sheet at their capitalized cost of $3,001,361.
The fair market value of Common Stock issued in connection with the settlement of claims totaled $125,000 in 1996.
The fair market value of Common Stock issued in connection with the cancellation
of a consulting agreement totaled $581,250 in 1996.
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
7
<PAGE>
US DIAGNOSTIC INC. AND SUBSIDIARIES
- -------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1996 (UNAUDITED)
- -------------------------------------------------------------------------------
[1] INTERIM FINANCIAL STATEMENTS AND RESTATEMENT
The accompanying condensed consolidated financial statements as of and for the
three months ended March 31,1996 of US Diagnostic Inc. (formerly U.S. Diagnostic
Labs Inc.) and its subsidiaries (the "Company") have been restated from those
previously filed with the Securities and Exchange Commission (the "SEC"). The
restatement was necessary as a result of accounting adjustments reflected in the
Company's audited financial statements included in the Company's Annual Report
on Form 10-KSB as of and for the year ended December 31, 1996 filed with the SEC
on April 11, 1997. These accounting adjustments primarily relate to the
Company's accounting for acquisitions, issuance of equity securities and stock
options and provisions for state and federal income taxes. Weighted average
shares outstanding have been restated to reflect issuances and adjustments to
equity securities and convertible debt.
The accompanying condensed consolidated financial statements include the
accounts of the Company and have been prepared by the Company pursuant to the
rules and regulations of the SEC. All significant intercompany accounts and
transactions have been eliminated. Certain information related to the Company's
organization, significant accounting policies and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements reflect, in the opinion of management, all
material adjustments (which include only normal recurring adjustments) necessary
to fairly state the financial position and the results of operations for the
periods presented and the disclosures herein are adequate to make the
information presented not misleading. Operating results for interim periods are
not necessarily indicative of the results that can be expected for a full year.
These condensed consolidated financial statements should be read in conjunction
with the Company's 1996 audited consolidated financial statements and notes
thereto included in the Company's Annual Report, filed with the SEC, on Form
10-KSB.
In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously reported financial
statements in order to conform with the financial statement presentation of the
current period.
[2] EARNINGS PER SHARE
Earnings per common share is computed by dividing the net income for the period
by the weighted average number of common shares and common stock equivalents
outstanding. All stock options and warrants and the impact of convertible debt
have been included as common stock equivalents in the computation of earnings
per common share on a fully diluted basis. Fully diluted earnings per share
includes 1,163,853 escrowed shares issued in connection with the Company's
initial public offering. The escrow shares will be released if the Company
attains certain earnings in 1996. Due to the large number of common stock
equivalents, fully diluted earnings per share is computed using the modified
treasury stock method.
[3] INCOME TAXES
Income taxes have been provided for based upon the Company's annual effective
income tax rate for 1996.
[4] LONG-TERM DEBT
On April 3, 1996, the Company completed a $57.5 million offering of 9%
Subordinated Convertible Debentures Due 2003.
[5] STOCKHOLDERS' EQUITY
The Company has granted contractual rights to certain persons to whom the
Company has issued securities to register such securities under the Securities
Act of 1933 and state securities registration statutes, and in some instances
the Company is required to repurchase its Common Stock issued to these persons
or to pay specified liquidated damages to these persons if such registration is
not effected in a timely manner. The Company believes that it may be unable to
comply with at least some of these obligations to register such securities,
primarily because of the events relating to the Company described in Note 8. If
such persons assert their rights to have their securities repurchased or to
liquidated damages or make claims against the Company for damages for breach of
the agreements to register their securities, and if the Company is not able to
negotiate modifications to such agreements, the Company's liquidity could be
materially adversely affected.
8
<PAGE>
The Company's liquidity may also be materially adversely effected to the extent
that persons to whom the Company has issued securities successfully assert
claims against the Company based upon the recent events relating to the Company
described in Note 8.
In connection with a settlement agreement, dated January 30, 1996, the Company
issued 20,000 shares of Common Stock in consideration for the alleged improper
termination of employment and cancellation of options to purchase 40,000 shares
of the Company's Common Stock. The aggregate market value of these 20,000 shares
of Common Stock was approximately $125,000 and is classified as a Loss on
Settlement of Claim in the accompanying consolidated condensed statement of
operations.
A former director of the Company is one of three stockholders of Med LNC, Inc.,
to which the Company was obligated to pay monthly consulting fees of $15,000
through June 1999. This consulting agreement was entered into in conjunction
with an acquisition. In January 1996, the Company issued 93,000 shares of Common
Stock in full payment of the remaining 41 months of the agreement. The aggregate
market value of the stock issued was $581,250 at the date the shares were
issued. This amount is included in general and administrative expense in the
accompanying consolidated condensed statement of operations.
[6] STOCK BASED COMPENSATION
The Company has two stock-based compensation plans. In accordance with Statement
of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation", ("FAS 123"), the Company has accounted for all 1996, stock-based
grants to non-employees as provided for by FAS 123. The Company has elected to
continue to account for its stock-based grants to employees and directors in
accordance with the provisions of APB Opinion No. 25 "Accounting for Stock
Issued to Employees". The fair value of each option granted to non-employees was
estimated on the date of grant using the Black-Scholes option-pricing model with
the following assumptions: risk-free interest rates ranging from 5.8 percent
through 7.1 percent; dividend yield of zero percent; expected lives ranging from
4 to 7 years; and volatility of 73 percent.
[7] PENDING ACQUISITIONS
The Company has Letters of Intent to acquire the following five diagnostic
facilities:
<TABLE>
<CAPTION>
NAME LOCATION BUSINESS PURCHASED OWNERSHIP %
- ---- -------- -------- ---------------------
<S> <C> <C> <C>
South Coast Radiologists Coos Bay, OR Multi-Modality Imaging 100%
Allegheny MRI Pittsburgh, PA MRI 100%
Heights Imaging Center Haddon Heights, NJ Multi-Modality Imaging 100%
U.S. Cancer Care, Inc. Modesto, CA Radiation Therapy 50.1%
U.S. Imaging Houston, TX Multi-Modality Imaging 100%
</TABLE>
The Company intends to finance these acquisitions with cash, notes, convertibles
notes and common stock.
[8] LITIGATION FILED SUBSEQUENT TO MARCH 31, 1996
Compensation to Terminated Consultant is comprised of cash compensation paid to
and value of equity securities granted to Coyote Consulting and Financial
Services, LLC ("Coyote Consulting"). Keith Greenberg, on behalf of Coyote
Consulting, provided various consulting services to the Company. In January
1997, six separate lawsuits were filed against the Company and certain officers,
directors and other parties related to the Company. The lawsuits allege
disclosure was not made by the Company and named officers and directors about
the role played by Mr. Greenberg in the affairs of the Company and about Mr.
Greenberg's criminal and regulatory background. For further information with
respect to Coyote Consulting and related litigation matters reference is made to
Note 17 "Litigation" of the Company's audited financial statements filed with
the SEC on Form 10-KSB for the year ended December 31, 1996.
9
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The accompanying condensed consolidated financial statements as of March 31,
1996 have been restated from those previously filed with the SEC. The Company's
Form 10-KSB for the year ended December 31, 1996 was filed with the SEC on April
11, 1997 and should be read in conjunction with the following analysis of the
Company as of March 31,1996.
The Company was incorporated in Delaware on June 17, 1993, and is a medical
services provider specializing in the acquisition, operation and management of
multi-modality diagnostic imaging centers and related medical facilities. The
Company provides a variety of medical diagnostic testing and evaluation service
procedures including magnetic resonance imaging, computerized tomography
scanning, ultrasound, cardiology and various radiological services.
The Company's financial performance is substantially dependent upon its ability
to integrate the operations of acquired imaging centers and therapy centers into
the Company's infrastructure and reduce operating expenses of acquired entities
while continuing to deliver equivalent service to clients immediately after an
acquisition without significant interruption or inconvenience. Also there are
various other risks associated with the acquisition of businesses, including
expenses associated with the integration of the acquired businesses.
Approximately 95% of all the Company's revenues are derived from third party
payors. The Company's revenues and profitability may be materially adversely
affected by the current trend in the healthcare industry toward cost containment
as government and private third party payors seek to impose lower reimbursement
and utilization rates and negotiate reduced payment schedules with service
providers. Continuing budgetary constraints at both the federal and state level
and the rapidly escalating costs of healthcare and reimbursement programs have
led, and may continue to lead, to significant reductions in government and other
third party reimbursements for certain medical charges and to the negotiation of
reduced contract rates or capitated or other financial risk-shifting payment
systems by third party payors with service providers. In addition, rates paid by
private third party payors, including those that provide Medicare supplemental
insurance, are generally higher than Medicare payment rates. Changes in the mix
of the Company's patients among the non-government payors and government
sponsored healthcare programs, and among different types of non-government
payors and government sponsored healthcare programs, and among different types
of non-government payor sources, could have a material adverse effect on the
Company. Further reductions in payments to physicians or other changes in
reimbursement for healthcare services could have a material adverse effect on
the Company, unless the Company is otherwise able to offset such payment
reductions through cost reductions, increased volume, introduction of new
procedures or otherwise.
Statements in this Form 10-QSB/A that are not descriptions of historical fact
are forward-looking statements that are subject to risks and uncertainties.
Actual results could differ materially from those currently anticipated.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 COMPARED WITH
THE THREE MONTHS ENDED MARCH 31, 1995.
Revenue for the three months ended March 31, 1996 increased $7,673,993 from
$4,894,116 to $12,568,109 as compared to the comparable 1995 period. Net income
for the three months ended March 31, 1996 increased $433,788 from $597,774 in
1995 to $1,031,562 in 1996. The revenue and net income increases are primarily
due to acquisitions.
General and administrative expenses for the three months ended March 31, 1996
increased $3,614,042 from $3,551,891 in 1995 to $7,165,933 in 1996 but declined
as a percentage of net revenues from approximately 72.6% to 57%. The increases
relate to: (i) the increase in expenses from the acquisitions described above,
(ii) the increase in corporate overhead as the Company consolidated or commenced
consolidation of most administrative operations at its headquarters; and (iii)
increases in legal, accounting and other general expenses. Stock Based
Compensation Expense and Compensation to Terminated Consultant totaled $334,605
in 1996 compared to $10,000 in 1995. 1996 also includes a $125,000 Loss on
Settlement of Claim.
Bad debt expense increased from $95,963 in 1995 to $494,534 in 1996 due to
increased revenues.
Depreciation and amortization expense for the three months ended March 31, 1996
increased $1,468,437 from $396,106 in 1995 to $1,864,543 in 1996. The increase
was due to the acquisitions resulting in more intangible assets and property and
equipment.
10
<PAGE>
LIQUIDITY
The Company had working capital and cash and equivalents of $8,005,504 and
$3,834,141, respectively, at March 31, 1996. Cash decreased by $539,735 from
December 31, 1995 to March 31, 1996 primarily due to the purchase of property
and equipment and payments made to reduce debt.
On April 3, 1996 the Company completed a $57.5 million offering of 9%
Subordinated Convertible Debentures due 2003.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
US DIAGNOSTIC INC.
Dated: May 20, 1997 By: /s/ JOSEPH A. PAUL
------------------------------------
Joseph A. Paul
Chief Executive Officer,
Chief Operating Officer and President
By: /s/ PAUL ANDREW SHAW
------------------------------------
Paul Andrew Shaw
Vice President and Chief Financial Officer
12
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
11 Computation of Earnngs Per Share of Common Stock
27 Financial Data Schedule
13
<TABLE>
<CAPTION>
US DIAGNOSTIC INC. AND SUBSIDIARIES
- ---------------------------------------------------------------------------------------------------------------------------
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
- ---------------------------------------------------------------------------------------------------------------------------
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1995
--------- --------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE(1):
Weighted average shares outstanding 6,158 4,032
Dilutive effect of conversions 4,929 --
--------- --------
Primary weighted average shares of common
stock and common stock equivalents outstanding 11,087 4,032
========= ========
Net Income $ 1,032 $ 598
Adjustments to net income for interest savings,
net of related income taxes 321 --
--------- --------
Adjusted net income $ 1,353 $ 598
========= ========
Earnings per share - primary $ .12 $ .15
FULLY DILUTED EARNINGS PER SHARE(1):
Weighted average shares outstanding,
including escrow shares 7,400 4,032
Dilutive effect of conversions 8,773 4,972
Dilutive effect of assumed conversion -
convertible debt 138 --
--------- --------
Fully diluted weighted average shares of common
stock and common stock equivalents outstanding 16,311 9,004
========= ========
Net Income $ 1,032 $ 598
Adjustments to net income for interest savings,
net of related income taxes 582 771
--------- --------
Adjusted net income $ 1,614 $ 1,369
========= ========
Earnings per share - fully diluted $ .10 $ .15
========= ========
</TABLE>
(1) For the 1995 periods the effects of common stock equivalents was
anti-dilutive and therefore excluded from the calculation of earnings per
share.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 3,834,141
<SECURITIES> 0
<RECEIVABLES> 11,879,811
<ALLOWANCES> (1,140,462)
<INVENTORY> 0
<CURRENT-ASSETS> 16,138,571
<PP&E> 28,863,331
<DEPRECIATION> (3,812,674)
<TOTAL-ASSETS> 61,004,139
<CURRENT-LIABILITIES> 8,133,067
<BONDS> 23,701,844
0
0
<COMMON> 76,202
<OTHER-SE> 27,350,414
<TOTAL-LIABILITY-AND-EQUITY> 61,004,139
<SALES> 0
<TOTAL-REVENUES> 12,568,109
<CGS> 0
<TOTAL-COSTS> 9,490,081
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 494,534
<INTEREST-EXPENSE> 692,989
<INCOME-PRETAX> 1,929,072
<INCOME-TAX> 713,341
<INCOME-CONTINUING> 1,031,562
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,031,562
<EPS-PRIMARY> .12
<EPS-DILUTED> .10
</TABLE>
