WASTE RECOVERY INC
10-Q, 1996-08-14
REFUSE SYSTEMS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


            Quarterly Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934
                       For The Quarter Ended June 30, 1996
                         Commission File Number 0-14881


                              WASTE RECOVERY, INC.
             (Exact Name of Registrant as Specified in its Charter)




           TEXAS                                        75-1833498
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
  Incorporation or Organization)



  309 S. PEARL EXPRESSWAY, DALLAS, TX                                 75201
(Address of Principal Executive Offices)                            (Zip Code)



                                 (214) 741-3865
              (Registrant's Telephone Number, Including Area Code)





         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 [ ]




         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, at the latest  practicable  date.  Common stock, no par
value 10,955,070, August 7, 1996.

<PAGE>



PART I:  FINANCIAL INFORMATION
Item 1.  Financial Statements


                              WASTE RECOVERY, INC.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>


                                Assets                                            June 30, 1996        December 31, 1995
                                ------                                            -------------        -----------------
                                                                                   (Unaudited)
<S>                                                                                <C>                    <C>
Current Assets:
 Cash and cash equivalents                                                         $  173,501             $  726,562
 Accounts receivable, less allowance for doubtful accounts
  of $34,380 and $27,083, respectively                                              1,578,310              1,887,426
 Other receivables (note 2)                                                           275,715                  5,758
 Inventories (note 3)                                                                 718,624                645,651
 Other current assets                                                                 449,537                149,912
                                                                                   -----------             ----------
  Total current assets                                                              3,195,687              3,415,309
                                                                                   -----------             ----------

Property, plant and equipment                                                      12,506,547             11,700,255
 Less accumulated depreciation                                                      7,327,478              6,840,820
                                                                                   -----------             ----------
  Net property, plant and equipment                                                 5,179,069              4,859,435
                                                                                   -----------             ----------

Restricted cash and cash equivalents (note 2)                                         517,235                998,035
Investment in Waste Recovery - Illinois                                              (146,094)               258,539
Bond and debt issuance costs, less accumulated amortization of
 $173,122 and $153,287, respectively                                                  155,212                175,046
Deferred income taxes                                                                 447,543                447,543
Goodwill, less accumulated amortization of $68,607 and
 $41,164, respectively                                                                480,252                507,695
Other assets (note 2)                                                                 574,878                 70,797
                                                                                   ----------              ----------

                                                                                  $10,403,782            $10,732,399
                                                                                   ==========             ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>


                              WASTE RECOVERY, INC.
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>



                Liabilities and Stockholders' Equity                       June 30, 1996        December 31, 1995
                ------------------------------------                       -------------        -----------------
                                                                            (unaudited)
<S>                                                                        <C>                    <C>  
Current Liabilities:
     Notes payable                                                         $      5,492           $     28,945
     Convertible subordinated debentures (note 4)                               495,000                 40,000
     Current installments of long-term debt (note 5)                          2,276,105                427,552
     Current installments of capital lease obligations                          101,498                 93,423
     Accounts payable                                                         2,098,878              1,996,857
     Accrued wages and payroll taxes                                            193,497                174,753
     Other accrued liabilities                                                  337,278                372,800
     Deferred revenue                                                            43,476                 43,476
                                                                             -----------            -----------
          Total current liabilities                                           5,551,224              3,177,806
                                                                             -----------            -----------

Convertible subordinated debentures, noncurrent (note 4)                              -                495,000
Long-term debt, excluding current installments (note 5)                       1,624,311              3,591,376
Obligations under capital leases, excluding current
   installments                                                                 158,352                178,797
Deferred revenue, noncurrent                                                    224,602                246,338
Note payable                                                                    153,080                144,076
                                                                             -----------            -----------
          Total liabilities                                                   7,711,569              7,833,393
                                                                             -----------            -----------

Stockholders' Equity (notes 4 and 7):
     Cumulative  preferred stock,  $1.00 par value,  250,000 shares  authorized,
        203,580 issued and outstanding in 1996 and 1995 (liquidating  preference
        $14.26 per share, aggregating
         $2,902,687)                                                            203,580                203,580
     Preferred stock, $1.00 par value, authorized and unissued
        9,750,000 shares in 1996 and 1995
     Common stock, no par value, authorized 30,000,000 shares,
        10,955,070 and 10,830,170 shares issued and outstanding
        in 1996 and 1995, respectively                                          407,800                407,800
     Additional paid-in capital                                              13,391,591             13,320,410
     Accumulated deficit                                                    (11,236,878)           (10,958,904)
                                                                              2,766,093              2,972,886
     Treasury stock, at cost, 103,760 common shares                            (73,8800)               (73,880)
          Total stockholders' equity                                          2,692,213              2,899,006

                                                                            $10,403,782            $10,732,399
                                                                            ===========            ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>


                              WASTE RECOVERY, INC.
                      Consolidated Statements Of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                               Three Months Ended June 30,
                                                                               ---------------------------
                                                                               1996                   1995
<S>                                                                       <C>                    <C>   
Revenues:
     Tire-derived fuel sales                                              $     249,038          $     239,845
     Wire sales (note 6)                                                         84,264                      -
     Disposal fees, hauling and other revenue                                 4,074,029              2,996,812
                                                                             -----------            -----------
          Total revenues                                                      4,407,331              3,236,657

Operating expenses                                                            2,815,294              2,318,289
                                                                             -----------            -----------
                                                                              1,592,037                918,368

General and administrative expenses                                             728,098                527,266
Depreciation and amortization                                                   273,838                256,016
                                                                             -----------            -----------
                                                                                590,101                135,086
                                                                             -----------            -----------

Other income (expense):
     Interest income                                                              7,537                  7,167
     Interest expense                                                          (133,713)              (119,632)
     Other income                                                                 4,949                 12,333
     Equity in loss from partnership operations                                (162,438)               (29,640)
                                                                               (283,665)              (129,772)

Net income before income taxes                                                  306,436                  5,314
     Provision for income taxes
                                                                                      -                      -
Net income                                                                      306,436                  5,314
                                                                             ===========            ===========

Undeclared cumulative preferred stock dividends                                  35,529                 35,528
                                                                             ===========            ===========

Net income (loss) available to common shareholders                            $ 270,907             $  (30,214)
                                                                             ===========            ===========

Net income (loss) per share                                                   $    0.02             $     0.00
                                                                             ===========            ===========

Weighted average number of common and dilutive
     common equivalent shares outstanding                                    11,568,655              8,596,611
                                                                             ===========            ===========

</TABLE>




          See accompanying notes to consolidated financial statements.


<PAGE>


                              WASTE RECOVERY, INC.
                      Consolidated Statements Of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                Six Months Ended June 30,
                                                                                -------------------------
                                                                               1996                   1995
<S>                                                                       <C>                    <C> 
Revenues:
     Tire-derived fuel sales                                              $     589,231          $     497,360
     Wire sales (note 6)                                                        117,709                      -
     Disposal fees, hauling and other revenue                                 6,879,359              5,924,009
                                                                             ----------             ----------
          Total revenues                                                      7,586,299              6,421,369

Operating expenses                                                            5,295,826              4,628,540
                                                                             ----------             ----------
                                                                              2,290,473              1,792,829

General and administrative expenses                                           1,437,978              1,062,732
Depreciation and amortization                                                   538,032                462,927
                                                                             ----------             -----------
                                                                                314,463                267,170
                                                                             ----------             -----------

Other income (expense):
     Interest income                                                             19,648                 14,865
     Interest expense                                                          (262,130)              (231,457)
     Other income                                                                49,562                 37,745
     Gains on sales of property and equipment                                     5,057                      -
     Equity in loss from partnership operations                                (404,574)               (56,855)
                                                                             -----------            -----------
                                                                                592,437               (235,702)

Net income (loss) before income taxes                                          (277,974)                31,468
     Provision for income taxes
                                                                                      -                      -
Net income (loss)                                                              (277,974)                31,468

Undeclared cumulative preferred stock dividends                                  71,058                 70,666
                                                                             ===========            ===========

Net loss available to common shareholders                                    $ (349,032)            $  (39,198)
                                                                             ===========            ===========

Net loss per share                                                           $    (0.03)            $     0.00
                                                                             ===========            ===========

Weighted average number of common and dilutive
     common equivalent shares outstanding                                    10,835,312              7,999,345
                                                                             ===========            ===========

</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>


                              WASTE RECOVERY, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                Six Months Ended June 30,
                                                                                -------------------------
                                                                               1996                   1995
<S>                                                                           <C>                   <C>
Cash flows from operating activities:
     Net income (loss)                                                        $ (277,974)           $   31,468
     Adjustments to reconcile net income to net cash provided
        (used) by operating activities:
            Depreciation and amortization                                        511,549               656,734
            Gain on sale of property, plant and equipment                         (5,057)                    -
            Amortization of goodwill                                              27,443                     -
            Interest imputed on discounted note payable                            9,004                     -
            Equity in loss from partnership operations                           404,633                56,855
            Stock issued to Directors and on debenture conversion                 13,995                12,000
     Changes in assets and liabilities:
            Accounts receivable                                                  309,116               356,662
            Note and other receivables                                            (6,571)                    -
            Inventories                                                          (72,973)             (541,886)
            Other current assets                                                (299,625)              (26,555)
            Other assets                                                          (4,081)               13,105
            Accounts payable                                                     157,258              (144,931)
            Accrued liabilities                                                  (16,778)              145,784
            Deferred revenue                                                     (21,736)
                                                                               -----------
                                                                                                             -
               Net cash provided by operating activities                         728,203               559,236
                                                                               -----------           ----------

Cash flows from investing activities:
     Proceeds received on note and other receivables                                   -               355,879
     Proceeds received on sale of property, plant and equipment                    6,000                     -
     Purchases of property, plant and equipment                                 (770,988)             (607,285)
     Purchase of Domino Salvage, Tire Division, Inc.,
        net of cash received of $16,165                                                -              (151,441)
     Cash placed in restricted accounts                                          (19,200)              (12,800)
     Cash payments out of restricted accounts                                    500,000                     -
     Receivable from affiliate                                                  (818,623)
                                                                                                             -
               Net cash used by investing activities                          (1,102,811)             (415,647)

Cash flows from financing activities:
     Proceeds from issuance of notes payable                                      32,953                25,616
     Payment of notes payable                                                    (56,406)             (187,869)
     Proceeds from issuance of convertible subordinated debentures                85,000                     -
     Payment upon maturity of convertible subordinated debentures                (85,000)                    -
     Proceeds from issuance of long-term debt                                          -                88,230
     Repayment of long-term debt                                                (118,512)             (106,388)
     Repayment of capital lease obligations                                      (53,674)              (65,866)
     Proceeds from issuance of common stock                                       17,186             2,205,208
                                                                              -----------           -----------
               Net cash provided (used) by financing activities                 (178,453)            1,958,931
                                                                              -----------           -----------

Net increase (decrease) in cash and cash equivalents                            (553,061)            2,102,520
Cash and cash equivalents at beginning of period                                 726,562               261,118
                                                                              -----------           -----------
Cash and cash equivalents at end of period                                    $  173,501           $ 2,363,638
                                                                              ===========           ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>


                              WASTE RECOVERY, INC.
                   Notes to Consolidated Financial Statements

                                  June 30, 1996



Note 1:  Adjustments
         The financial  information presented as of any date other than December
31 has been  prepared  from the  Company's  books  and  records  without  audit.
Financial  information  as of  December  31 has been  derived  from the  audited
financial  statements  of the  Company,  but does not  include  all  disclosures
required  by  generally  accepted  accounting  principles.  In  the  opinion  of
management,  all adjustments,  consisting only of normal recurring  adjustments,
necessary for a fair  presentation of the financial  information for the periods
indicated,  have been  included.  The results of operations for the three months
and six months ended June 30, 1996, are not necessarily  indicative of operating
results for the entire year.  For further  information  regarding  the Company's
accounting policies,  refer to the consolidated financial statements and related
notes  included in the  Company's  Annual Report on Form 10-K for the year ended
December 31, 1995.

Note 2:  Note and Other Receivables
         On January 30, 1996,  the Company  advanced  Waste  Recovery - Illinois
$500,000  for the  Illinois  partnership's  February 1, 1996 debt  payment  (the
Company owns a 45% interest in this  partnership).  The loan was approved by the
Executive  Committee  of the  Illinois  partnership.  The  funds  advanced  were
included in restricted  cash at December 31, 1995, and at June 30, 1996 included
in  other  noncurrent  assets  as a note  receivable.  Upon  repayment  by Waste
Recovery -  Illinois,  the funds will be  restricted  as to use and  included in
restricted  cash.  Terms of the note are in the process of being  finalized.  In
addition to the $500,000 loan, the Company advanced $263,386 to Waste Recovery -
Illinois as of June 30, 1996. This advance is included in other  receivables and
is expected to be repaid by year-end.

Note 3:  Inventories
         The components of inventories are as follows:

                                  June 30, 1996                December 31, 1995
                                  -------------                -----------------
           Finished Inventory       $ 202,339                     $ 228,303
           Work-In-Process             83,582                        12,324
           Parts Inventory            432,703                       405,024
                                  -------------                -----------------
                                    $ 718,624                     $ 645,651
                                  =============                =================

Note 4:  Convertible Subordinated Debentures
         As of the  original  maturity  date,  March 15,  1996,  $40,000  of the
convertible  subordinated  debentures  plus interest of $1,995 were converted at
the rate of $.875 per share into 47,994  shares of common  stock.  $85,000  plus
interest  of  $4,238 of the  debentures  were  repurchased  by the  Company  and
subsequently sold to an unaffiliated  individual under the exchange terms of the
debenture agreement. The remaining $410,000 in debentures were exchanged for new
debentures  which carry an interest  rate of 18% and mature on January 31, 1997.
Other  terms  and  conversion  privileges  are  the  same  as  in  the  original
debentures.

Note 5:  Long-term Debt
         As of June 30,  1996,  the  Company  was in  technical  default  due to
noncompliance  with  its  current  ratio  calculation   required  by  the  10.5%
industrial  development  revenue  bond  debt  covenants.  As a  result  of  this
technical default, $1,560,000 of long-term debt on the bonds was reclassified to
current debt.  Management of the Company  believes that the direction of current
operations  combined with actions  currently being taken,  will cure the default
within the third quarter.

Note 6:  Wire Sales
         As of June 30, 1996,  the Company has  completed  installation  of bead
wire recycling systems in two plants. The first system was installed in February
1996 at the Baytown plant,  with the second system  installed in early June 1996
at the Atlanta  plant.  These systems allow the Company to process the bead wire
which was  removed  from the tires  during  the TDF  process  into a  marketable
material.  For the three months and six months ended June 30, 1996,  the Company
had $84,264 and $117,709 in wire sales, respectively.


<PAGE>


Note 7:  Preferred Stock Dividends
         Cumulative  preferred  stock dividends in arrears were $902,416 at June
30, 1996.  Net income or loss is adjusted by the effect of undeclared  dividends
on preferred stock of $71,058 and $70,666 for the six months ended June 30, 1996
and 1995,  respectively,  and by $35,529 and $35,528 for the three  months ended
June 30, 1996 and 1995,  respectively.  The effect was to increase  net loss per
common share by $.007, and decrease net income per common share by $.009 for the
six months ended June 30, 1996 and 1995,  respectively,  and decrease net income
per common share by $.003 and $.004 for the three months ended June 30, 1996 and
1995, respectively. Primary and fully diluted earnings per share are the same in
1996 and 1995.

Note 8:  Purchase of  Domino Salvage, Tire Division, Inc.
         The following  unaudited pro forma  summary  presents the  consolidated
results of the Company's  operations as if the  acquisition  of Domino  Salvage,
Tire  Division,  Inc. as of March 21, 1995, had occurred at the beginning of the
period  presented.  The  information  does not purport to be  indicative  of the
results that actually would have been obtained if the  operations  were combined
during the periods  presented  and is not intended to be a projection  of future
results or trends.

                                                    For the six months
                                                    ended June 30, 1995

           Revenues                                     $  6,660,000
                                                        ============
           Net income (loss)                            $    (27,000)
                                                        ============
           Earnings per share                           $        .00
                                                        ============

Note 9: The registrant has no material pending legal proceedings.

Other notes have been omitted pursuant to Rule 10-01 (a)(5) of Regulation S-X.


<PAGE>


Item 2:  Management's Discussion and Analysis of
         Financial Condition and Results of Operations



Waste  Recovery,  Inc.,  ("the  Company")  owns and  operates  plants in Baytown
(Houston),   Texas;  Atlanta,  Georgia;   Portland,   Oregon;  and  Conshohocken
(Philadelphia),  Pennsylvania,  the latter  plant  being  owned by a  subsidiary
("Domino") which was purchased on March 21, 1995. Two new tire processing plants
in central and southern Illinois ("the Illinois facilities") began operations in
September 1995.  These plants are owned by Waste Recovery - Illinois,  a general
partnership  ("WR-Illinois") in which the Company owns a 45% interest and is the
managing  partner.  The  Company  operates  the  Illinois  facilities  in  close
coordination with its national system.

Regional  services are coordinated  from the operating  bases  mentioned  above.
Operations encompass full-service scrap tire disposal and the recycling of tires
into a supplemental  fuel form. The Company  generates  revenues from scrap tire
disposal fees,  from the hauling of scrap tires,  from the sale of  tire-derived
fuel  ("TDF"),  and most  recently,  from the sale of bead wire removed from the
tires. At the plants, scrap tires are converted and refined into TDF, a high BTU
supplemental  fuel that is sold  primarily  to major  domestic  cement and paper
manufacturers and, recently, also sold to electric power companies.

To date,  the  effects  of  inflation  on the  Company's  operations  have  been
negligible.


                                General Comments

Results  for the second  quarter  of 1996  reflect a marked  improvement  as the
Company earned net income of $306,436 on revenues of $4,407,331  compared to net
income of $5,314 on revenues of $3,236,657 for the same period in 1995. Revenues
were up as the result of increased TDF sales, a significantly  higher tire flow,
and sales of recycled  bead wire,  which  represents a new source of revenue for
the Company in 1996.  Tire flow  increased  at every plant  company wide to over
40,800 tons in 1996 from approximately  33,222 tons for the comparable period in
1995. The largest increase occurred at the Baytown facility primarily due to the
fact that the State of Texas' allocation  program,  which limited the facility's
tire flow to a certain  prescribed level last year, is no longer in effect.  TDF
sales,  while  significantly  stronger at the Baytown  and Atlanta  plants,  was
tempered by a drop off in sales at the Portland and Philadelphia plants.

The Atlanta  facility had a strong  increase in TDF sales with the addition of a
new customer and increased consumption by the facility's existing customer base.
With  the  continued  acceptance  of TDF as a  supplemental  fuel by  solid-fuel
burning  industries in the region,  TDF sales are expected to remain  consistent
and could  continue  to  strengthen  in the  future.  Tire flow for the  Atlanta
facility was flat for the second quarter of 1996 when compared to 1995; however,
1995 flow included tires from the West Virginia  abatement  project as well as a
separate  Atlanta cleanup  project,  both of which did not affect the results of
the second  quarter of 1996.  The absence of this tire flow  reflects the growth
achieved in Atlanta's recurring tire flow customer base.

The Baytown  facility  showed strong  improvement in TDF sales and disposal fees
primarily  as a result of the  elimination  of Texas'  allocation  program.  The
Company is now  allowed to collect as many scrap tires as can be  processed  and
sold. As the facility entered its first full quarter of wire  production,  sales
were strong as the response from the scrap steel industry for the Company's wire
product  has been  very  favorable  and has  allowed  inventories  to turn  over
quickly.  The Company  maintains its position of being the only processor in the
State of Texas to recycle all scrap tires received under the Texas program.

The Portland  facility  continues  to maintain its strong  position in the scrap
tire market in the Northwest.  As previously reported,  the Company began a tire
pile clean-up  project in the State of  Washington  in April 1996.  This project
involves the clean-up of approximately  four million  passenger tire equivalents
("PTE's") and 22 million pounds of shredded tires, and has an expected  duration
of  approximately  two years if the State has adequate funds available to finish
the project.  A wire  recycling  system like those  installed in the Baytown and
Atlanta  facilities is currently  being  installed in the Portland plant with an
expected completion date sometime in September 1996.

The  Philadelphia  facility  (Domino)  continues to suffer from a depressed  TDF
market in the  Northeast  as heavy  competition  has resulted in soft demand and
lower  prices.  Tire  flow,  however,  was up for the second  quarter  1996 with
pricing stabilizing.


<PAGE>


In late  May,  certain  legislative  changes  in the  State  of  Illinois  had a
significant impact on WR-Illinois' operations. The repeal of certain legislation
made it unprofitable for some Illinois  competitors to collect and process scrap
tires.  The  impact on  WR-Illinois'  has been  very  favorable  resulting  in a
substantial  increase  in tire flow.  PTE's  received  by both  Illinois  plants
increased  significantly  in the  second  quarter  of  1996.  Tire  flow for the
Southern  Illinois  tire  processing  plant also  increased due to two tire pile
cleanup  projects  done for the State of  Kentucky.  WR-Illinois  TDF sales also
increased  significantly  in the second  quarter of 1996.  Although  WR-Illinois
experienced very favorable changes in the marketplace,  the events came too late
in the second  quarter to prevent  WR-Illinois  from  suffering a net loss.  The
continued  benefit of this  improved  tire flow,  however,  should  improve  the
operating results of the partnership.


                              Results of Operations
                   Second Quarter Ended June 30, 1996 Compared
                     with Second Quarter Ended June 30, 1995

Total revenues of $4,407,331 for the second quarter of 1996 were 36% higher than
the  $3,236,657  for the same period in 1995.  Revenues  increased from disposal
fees,  hauling and other  revenues  due to  significantly  increased  tire flow.
Increased TDF sales also  contributed  to the increase in revenues,  as did wire
sales from wire systems  installed  in 1996.  Elimination  of Texas'  allocation
program  boosted the Baytown  plant's tire flow, and an increase in the Portland
facility's  tipping fees combined with the start-up of the  Washington  clean-up
project  contributed  to  increased  revenues.  TDF sales at the  Atlanta  plant
increased by 104% for the second quarter of 1996 when compared to 1995.

Operating  expenses  for the second  quarter of 1996 were  $2,815,294  or 64% of
revenues,  down from  $2,318,289  or 72% of revenues  for the second  quarter of
1995.   The  decrease  in  operating   expenses  is  the  result  of  production
efficiencies  achieved  through the increase in tire flow and an increase in TDF
production. With the increased tire flow, TDF production increased almost 20% in
the second quarter of 1996 when compared to 1995,  resulting in the  utilization
of  excess  production  capacity  thus  yielding  a lower  cost  per ton for TDF
produced.  Operating  costs for Domino were  improved for the second  quarter of
1996 compared to 1995 primarily  from  production  efficiencies  as well as cost
reductions in the hauling operation  achieved since the acquisition of Domino at
the end of the first quarter of 1995.  Operating  expenses were also  positively
affected by the  higher-margin  cleanup project at the Portland  plant.  Another
contributing  factor to the favorable  change in second  quarter 1996  operating
expense  compared  to 1995 is the  elimination  of wire  disposal  costs  at the
Baytown facility.

General and  administrative  expenses for the second quarter of 1996 were higher
when  compared  to the same  period in 1995  ($728,098  to  $527,266),  and as a
percent of total revenues increased to 16.5% in 1996 from 16.3% in 1995. General
and  administrative  expenses  increased  due to increases  in staff,  personnel
costs,  selling expenses,  and other  administrative costs resulting from higher
levels of operating activities.

Depreciation and amortization  expense increased 7% to $273,838 from $256,016 in
the second  quarter of 1996  compared to the same period in 1995  primarily as a
result of the new wire  recycling  systems  installed in the Baytown and Atlanta
plants.

Interest  expense  increased  12% to  $133,713  in the  second  quarter  of 1996
compared to  $119,632 in the second  quarter  1995  primarily  due to the higher
interest rate carried by the new  subordinated  debentures  which were exchanged
for the debentures that matured March 15, 1996.

WR-Illinois, in which the Company has a 45% equity interest, generated a greater
loss in the second quarter of 1996 compared to 1995 as the Illinois  plants were
under the final stages of  construction  and not yet  operational as of June 30,
1995.


<PAGE>


                              Results of Operations
                     Six Months Ended June 30, 1996 Compared
                       with Six Months Ended June 30, 1995

The Company's  total  revenues of  $7,586,299  for the six months ended June 30,
1996 were 18% higher  than the  $6,421,369  received by the Company for the same
six-month  period in 1995. This increase is the result of an 18% increase in TDF
sales, a 16% increase in disposal fees,  hauling and other revenues generated by
increased  tire flow,  and sales of recycled  bead wire  product  from the newly
installed wire recycling  systems.  While tire flow was only slightly higher for
the Atlanta  plant,  the Portland,  Baytown,  and Domino  plants showed  greater
improvement  for an overall  increase in PTE's received of 39% for the first six
months of 1996 compared to the same period in 1995.

Operating  expenses for the first half of 1996 were  $5,295,826  or 70% of total
revenues  compared to $4,628,540 or 72% for 1995. Higher tire flow and increased
production  efficiency  contributed to the  improvement  over 1995.  General and
administrative  expenses  increased $375,246 to $1,437,978 for the first half of
1996 from  $1,062,732 in the comparable  period in 1995, and as percent of total
revenues  increased  to 19% in the  first  six  months  of 1996  from 17% in the
comparable  1995 period.  The  increase is primarily  due to the addition of the
Domino plant which was purchased in March 1995,  increased staffing at the plant
and the corporate levels,  higher salaries and health insurance costs, and other
administrative costs resulting from increased operating activities. Depreciation
and amortization  expense increased 16% due to the acquisition of Domino as well
as capital  expenditures  for the new wire  systems at the  Baytown  and Atlanta
plants. Depreciation and amortization expense as a percent of total revenues was
unchanged at 7%.

Interest  expense for the first six months of 1996  increased 13% to $262,130 or
3% of total  revenues from $231,457 or 4% of total  revenues due to the addition
of debt in connection with the Domino acquisition, as well as an increase in the
rate  carried by the new  subordinated  debentures  that  replaced  the original
debentures which matured on March 15, 1996.

The Company's  equity in the loss of  WR-Illinois  increased in 1996 compared to
1995 as the partnership was not operational  until September 1995. Low tire flow
levels  experienced in the initial  phases of operations of the Illinois  plants
operated by WR-Illinois resulted in a net operating loss.


                     Financial Condition as of June 30, 1996

The Company's  working capital balance at June 30, 1996, was a deficit amount of
$2,355,537.  This deficit reflects the current classification of $1,560,000 from
long-term  debt  of the  10.5%  industrial  revenue  bonds  as a  result  of the
Company's noncompliance with the bond debt covenants,  current classification of
its  convertible  subordinated  debentures in accordance  with the  restructured
terms,  and the  classification  of over  $350,000 of the Domino debt in current
liabilities.  In February 1996, the Company also restructured its long-term debt
of $1.1 million with a different financial institution,  which, while decreasing
the annual  interest rate by 1.5 percent,  increased the current  portion of the
amount due.  Accounts  payable and  accrued  liabilities  are also higher due to
increased capital expenditures for the wire systems. Although the Company was in
technical default on certain debt covenants, management believes that based upon
the current trend of its  operations  the Company should be able to correct this
situation within the third quarter.

Management  continues to remain  sensitive to the risk that the Company will not
have the  financial  strength to take  advantage of the  opportunities  that are
developing.  It is anticipated that with operating results beginning to improve,
the Company will be able to adequately fund its working capital requirements and
capital  expenditures for at least the next twelve months.  However, the Company
is aware that each  facility  must remain  closely  monitored  and costs must be
controlled.  The Company has gone  through a very  difficult  expansion  period;
however,  based upon the noted recent  improvement  in the  Company's  operating
results, management is confident that future periods will reflect the value that
has been created.

The Company believes that significant capital  expenditures for the remainder of
1996 will be limited to completing  the  installation  of the wire system at the
Portland plant which is scheduled for September 1996.


<PAGE>


                                     PART II
                                Other Information


                                                                       Form 10-Q
                                                                        Part II


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              10.1  Form of Convertible Debenture Agreement as of March 15, 1996

         (b)  Reports on Form 8-K

              None 

Item 27. Financial Data Schedule



<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  had duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                           WASTE RECOVERY, INC.



DATE:  August 13, 1996                     /s/THOMAS L. EARNSHAW
                                           ----------------------------
                                           By: THOMAS L. EARNSHAW
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


<TABLE> <S> <C>



<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         173,501
<SECURITIES>                                         0
<RECEIVABLES>                                1,888,405
<ALLOWANCES>                                  (34,380)
<INVENTORY>                                    718,624
<CURRENT-ASSETS>                             3,195,687
<PP&E>                                      12,506,547
<DEPRECIATION>                               7,327,478
<TOTAL-ASSETS>                              10,403,782
<CURRENT-LIABILITIES>                        5,551,224
<BONDS>                                              0
<COMMON>                                       407,800
                                0
                                    203,580
<OTHER-SE>                                   2,080,833
<TOTAL-LIABILITY-AND-EQUITY>                10,403,782
<SALES>                                      4,407,331
<TOTAL-REVENUES>                             4,419,817
<CGS>                                        2,815,294
<TOTAL-COSTS>                                3,817,230
<OTHER-EXPENSES>                             (162,438)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           (133,712)
<INCOME-PRETAX>                                306,436
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   306,436
<EPS-PRIMARY>                                      .02
<EPS-DILUTED>                                      .02
        

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