WASTE TECHNOLOGY CORP
10QSB, 1997-09-15
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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<PAGE>
                                  FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark One)

 X      Quarterly report pursuant to Section 13 or 15 (d) of the Securities
- ---     Exchange Act of 1934

For the quarterly period ended July 31, 1997.
                               --------------

        Transition report pursuant to Section 13 or 15 (d) of the Securities
- ---     Exchange Act of 1934

For the transition period from _______ to _______

                         Commission File Number 0-14443

                             WASTE TECHNOLOGY CORP.
- -------------------------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in its Charter)

                             Delaware    13-2842053
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization)
                              Identification No.)

             5400 Rio Grande Avenue
             Jacksonville, Florida                                  32254
- -------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                      (Zip Code)

                                 (904) 355-5558
- -------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

         Indicate by check mark whether 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, and (2) has been subject to such filing
requirements for the past 90 days. Yes  X     No
                                      -----     -----

         At August 29, 1997, Registrant had outstanding 4,863,102 shares of its
Common Stock.

         Transitional small business disclosure format check one:

                  Yes         No  X
                     -----      -----

                                       1

<PAGE>

                             WASTE TECHNOLOGY CORP.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                             <C>
PART I.           FINANCIAL INFORMATION

        ITEM I.            FINANCIAL STATEMENTS

        o         Balance Sheets as of July 31, 1997 and October 31, 1996.........................................3

        o         Statements of Income for the three months and nine months.......................................5
                  ended July 31, 1997 and 1996

        o         Statements of Changes in Stockholders' Equity...................................................7
                  for the period from October 31, 1995 to July 31, 1997

        o         Statements of Cash Flows for the three months and nine months...................................8
                  ended July 31, 1997 and 1996

        o         Notes to Financial Statements..................................................................10

        ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS..................................................13
                           OF FINANCIAL CONDITION AND RESULTS OF
                           OPERATIONS

PART II.          OTHER INFORMATION

        o         Signatures.....................................................................................16
</TABLE>

                                       2

<PAGE>

                 WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                  07/31/97         10/31/96
                                                 ----------       ----------
                                                 Unaudited
<S>                                              <C>              <C>       
ASSETS

Current Assets:
  Cash and cash equivalents                      $  460,130       $  140,000
  Accounts receivable, net of allowance
    for doubtful accounts of $91,000              1,254,143        1,410,956
  Inventories                                     3,200,510        3,162,208
  Prepaid expense and other current assets            7,370           43,208
  Deferred income tax asset                              --               --
                                                 ----------       ----------
          Total current assets                    4,922,153        4,756,372

Property, plant and equipment at cost             3,673,939        3,633,276
  Less:  accumulated depreciation                 1,295,008        1,104,633
                                                 ----------       ----------
          Net property, plant & equipment         2,378,931        2,528,643

Other assets:
  Loan to joint venture, including
    accrued interest                                     --               --
  Intangible assets, net                             62,452           67,152
  Other assets                                       15,864           18,049
                                                 ----------       ----------
          Total other assets                         78,316           85,201
                                                 ----------       ----------
          TOTAL ASSETS                           $7,379,400       $7,370,216
</TABLE>

See accompanying notes

                                       3

<PAGE>

                 WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         07/31/97           10/31/96
                                                        -----------        -----------
                                                         Unaudited
<S>                                                     <C>                <C>        
LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
  Revolving promissory note                             $   971,652        $   531,652
  Current maturities of long-term debt                      583,562            663,842
  Capital Lease Obligation                                   15,199             14,281
  Accounts payable                                        1,353,782          1,031,224
  Accrued liabilities                                       427,524            498,284
  Customer deposits                                         684,740            683,324
                                                        -----------        -----------
          Total current liabilities                       4,036,459          3,422,607

Accrued legal fees                                               --            315,696
Long-term debt                                              185,551            210,324
Capital Lease Obligation, less current maturities           689,931            701,568
Minority interest in equity of subsidiary                   509,369            509,369
                                                        -----------        -----------
          Total liabilities                               5,421,310          5,159,564

Stockholders' equity
  Common stock, par value $.01
    25,000,000 shares authorized;
    2,763,314 shares issued                                  27,634             27,634
  Preferred stock, par value $.0001,
    10,000 shares authorized, none issued                        --                 --
  Additional paid-in capital                              6,066,356          6,066,356
  Accumulated deficit                                    (3,151,311)        (2,588,935)
                                                        -----------        -----------
                                                          2,942,679          3,505,055

Less:  Treasury stock, 331,763 shares at cost               419,306            419,306
Less:  Note receivable from shareholders                    565,283            875,097
                                                        -----------        -----------
          Total stockholders' equity                      1,958,090          2,210,652
                                                        -----------        -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                $ 7,379,400        $ 7,370,216
</TABLE>

See accompanying notes

                                       4

<PAGE>

                 WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                   UNAUDITED

<TABLE>
<CAPTION>
Three months ended:                             07/31/97           07/31/96
                                              -----------        -----------
<S>                                           <C>                <C>        
Net Sales                                     $ 2,401,082        $ 3,821,563

Cost of Sales                                   1,898,754          2,969,457
                                              -----------        -----------
Gross Profit                                      502,328            852,106

Operating Expenses:
  Selling                                         303,445            423,044
  General and Administrative                      427,125            474,626
                                              -----------        -----------
    Total operating expenses                      730,570            897,670

Operating Income                                 (228,242)           (45,564)

Other Income (Expense):
  Interest & Dividends                             16,039             12,107
  Interest Expense                                (59,473)           (47,099)
  Other Income                                      1,940                829
  Other Expense                                        --             (9,159)
  Net Gain on Disposal of Fixed Assets                 --              9,159
                                              -----------        -----------
    Total Other Income (Expense)                  (41,494)           (34,163)

Less minority interest in income of
  consolidated subsidiary                           4,334                 --
                                              -----------        -----------
Income before income taxes                       (274,070)           (79,727)

Income Tax Provision (benefit)
  Current                                              --             12,900
  Deferred                                             --                 --
                                              -----------        -----------
NET INCOME (LOSS)                             ($  274,070)       ($   92,627)

Earnings per share                                  (0.06)             (0.02)

Average number of shares and equivalent         4,863,102          4,863,102
</TABLE>

See accompanying notes

                                       5

<PAGE>

                 WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                   UNAUDITED

<TABLE>
<CAPTION>
Nine months ended:                              07/31/97            07/31/96
                                              ------------        ------------
<S>                                           <C>                 <C>         
Net Sales                                     $  8,049,203        $ 10,950,940

Cost of Sales                                    6,410,542           8,212,659
                                              ------------        ------------
Gross Profit                                     1,638,661           2,738,281

Operating Expenses:
  Selling                                          805,248           1,197,190
  General and Administrative                     1,277,427           1,484,168
                                              ------------        ------------
    Total operating expenses                     2,082,675           2,681,358

Operating Income                                  (444,014)             56,923

Other Income (Expense):
  Interest income                                   45,317              39,359
  Interest Expense                                (154,918)            (98,546)
  Other Income                                       6,239               7,529
  Other Expense                                         --             (17,637)
  Net Gain on Disposal of Fixed Assets                  --              23,785
                                              ------------        ------------
    Total Other Income (Expense)                  (103,362)            (45,240)

Less minority interest in income of
  consolidated subsidiary                               --               4,000
                                              ------------        ------------
Income before income taxes                        (547,376)              7,683

Income tax provision  (benefit)
  Current                                           15,000              38,700
  Deferred                                              --             (80,000)
                                              ------------        ------------
NET INCOME  (LOSS)                            ($   562,376)       $     48,983

Earnings per share                                   (0.12)               0.01

Average number of shares and equivalent          4,863,102           5,390,020
</TABLE>

                                       6

<PAGE>

                 WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                       October 31, 1995 to July 31, 1997

<TABLE>
<CAPTION>
                                                      Common Stock
                                                Par Value $.01 Authorized
                                                       25,000,000                                                  

                                                   NUMBER                           ADDITIONAL                     
                                                 OF SHARES            PAR             PAID-IN          ACCUMULATED 
                                                   ISSUED            VALUE            CAPITAL            DEFICIT   
                                                -----------       -----------       -----------        ----------- 
<S>                                             <C>               <C>               <C>                <C>         

       Balance at October 31, 1995                2,763,314       $    27,634       $ 6,069,995        ($2,027,894)


Adjustment of Note Receivable from
  shareholder as a reduction of
  stockholder's equity                                   --                --                --                 -- 

Dissolution of non-operating subsidiaries                --                --            (3,639)             4,639 


Net income (loss)                                        --                --                --           (565,680)
                                                -----------       -----------       -----------        ----------- 
       Balance at October 31, 1996                2,763,314       $    27,634       $ 6,066,356        ($2,588,935)
                                                                                                                   
2 for 1 Stock Split June 16, 1997                 2,763,314

Adjustment of Note Receivable from
  shareholder as a reduction of
  stockholder's equity                                   --                --                --                 -- 

Net income (loss)                                        --                --                --           (562,376)
                                                -----------       -----------       -----------        ----------- 
       Balance at July 31, 1997                   5,526,628       $    27,634       $ 6,066,356        ($3,151,311)
                                                ===========       ===========       ===========        =========== 

<CAPTION>
                                              Treasury Stock

                                                   NUMBER                                                 TOTAL
                                                     OF                                                STOCKHOLDERS'
                                                   SHARES            COST               OTHER             EQUITY
                                                -----------       -----------        -----------        -----------
<S>                                             <C>               <C>                <C>                <C>        

       Balance at October 31, 1995                  331,763       ($  419,306)       ($  663,011)       $ 2,987,418


Adjustment of Note Receivable from
  shareholder as a reduction of
  stockholder's equity                                   --                --           (212,086)          (212,086)

Dissolution of non-operating subsidiaries                --                --                 --              1,000


Net income (loss)                                        --                --                 --           (565,680)
                                                -----------       -----------        -----------        -----------
       Balance at October 31, 1996                  331,763       ($  419,306)       ($  875,097)       $ 2,210,652
                                                    331,763
2 for 1 Stock Split June 16, 1997               

Adjustment of Note Receivable from
  shareholder as a reduction of
  stockholder's equity                                   --                --            309,814            309,814

Net income (loss)                                        --                --                 --           (562,376)
                                                -----------       -----------        -----------        -----------
       Balance at July 31, 1997                     663,526       ($  419,306)       ($  565,283)       $ 1,958,090
                                                ===========       ===========        ===========        ===========
</TABLE>

                                       7

<PAGE>


                 WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW


<TABLE>
<CAPTION>
For  Three Months Ended
                                                                               07/31/97         07/31/96
                                                                              ---------        ---------
<S>                                                                           <C>              <C>       
Cash flow from operating activities:
     Net (loss)income                                                         ($274,070)       ($ 92,627)
     Adjustments to reconcile net income to net cash (used in) provided
     by operating activities:
          Gain from sale of equipment                                                --               --
          Dissolution of non-operating subsidiaries                                  --               --
          Depreciation and amortization                                          65,043           58,998
          Provision for doubtful accounts                                            --               --
          Insurance premiums paid on behalf of Company president                     --               --
          Minority interest in income of subsidiary                               4,334               --
          Deferred income taxes                                                      --               --
     Increase (decrease) from changes in:
          Accounts receivable                                                   125,169         (605,206)
          Inventories                                                          (260,110)         290,525
          Prepaid expenses and other current assets                              (1,141)          26,139
          Other assets                                                              729          (11,441)
          Accounts payable                                                      325,427          (69,205)
          Accrued liabilities and legal fees                                    (55,182)          20,231
          Customer deposits                                                     305,890          116,041
          Reserve for legal settlement                                               --               --
                                                                              ---------        ---------
               Total adjustments                                                510,159         (173,918)
                                                                              ---------        ---------
               Net cash (used in) provided by operating activities              236,089         (266,545)

Cash flows from investing activities:
     Increase in notes receivable from shareholders                             (13,200)         (10,088)
     Purchase of property and equipment                                         (17,198)        (106,077)
                                                                              ---------        ---------
               Net cash used in investing activities                            (30,398)        (116,165)

Cash flows from financing activities:
     Increase (decrease) in Debt                                                161,253          491,614
     Issuance of common stock                                                        --               --
                                                                              ---------        ---------
               Cash flows used in financing activities                          161,253          491,614

Net (decrease) increase in cash                                                 366,944          108,904
Cash at beginning of period                                                      93,186            6,633
Cash at end of period                                                           460,130          115,537


Supplemental schedule of disclosure of cash flow information
Cash paid during period for:
  Interest                                                                       53,221           49,671
  Income taxes                                                                       --           13,500
</TABLE>

                                       8

<PAGE>


              WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOW


<TABLE>
<CAPTION>
For Nine Months Ended
                                                                               07/31/97           07/31/96
                                                                              -----------        -----------
<S>                                                                           <C>                <C>        
Cash flow from operating activities:
     Net (loss)income                                                         ($  562,376)       $    48,983
     Adjustments to reconcile net income to net cash (used in) provided
     by operating activities:
          Gain from sale of equipment                                                  --                 --
          Dissolution of non-operating subsidiaries                                    --              1,000
          Depreciation and amortization                                           195,075            145,896
          Provision for doubtful accounts                                              --                 --
          Insurance premiums paid on behalf of Company president                       --                 --
          Minority interest in income of subsidiary                                    --              4,000
          Deferred income taxes                                                        --            (80,000)
     Increase (decrease) from changes in:
          Accounts receivable                                                     156,813         (1,102,649)
          Inventories                                                             (38,302)          (616,868)
          Prepaid expenses and other current assets                                35,838             12,678
          Other assets                                                              2,185            (19,635)
          Accounts payable                                                        322,558            420,832
          Accrued liabilities and legal fees                                      (17,652)           (22,881)
          Customer deposits                                                         1,416           (399,238)
          Reserve for legal settlement                                                 --                 --
                                                                              -----------        -----------
               Total adjustments                                                  657,931         (1,656,865)
                                                                              -----------        -----------
               Net cash (used in) provided by operating activities                 95,555         (1,607,882)

Cash flows from investing activities:
     Increase in notes receivable from shareholders                               (58,990)            (9,266)
     Purchase of property and equipment                                           (40,663)        (1,091,393)
                                                                              -----------        -----------
               Net cash used in investing activities                              (99,653)        (1,100,659)

Cash flows from financing activities:
     Increase (decrease) in Debt                                                  324,228          1,709,736
     Issuance of common stock                                                          --                 --
                                                                              -----------        -----------
               Cash flows used in financing activities                            324,228          1,709,736

Net (decrease) increase in cash                                                   320,130           (998,805)
Cash at beginning of period                                                       140,000          1,114,342
Cash at end of period                                                             460,130            115,537


Supplemental schedule of disclosure of cash flow information
Cash paid during period for:
  Interest                                                                        148,666            101,118
  Income taxes                                                                         --             39,500
</TABLE>

                                       9

<PAGE>

Waste Technology Corp. and Subsidiaries
Notes to Consolidated Financial Statements

1.   Basis of Presentation:

     The accompanying unaudited consolidated financial statements have been
     prepared in accordance with generally accepted accounting principles for
     interim financial information and with the instructions to Form 10-QSB and
     Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
     information footnotes required by generally accepted accounting principles
     for complete financial statements. In the opinion of management, all
     adjustments (consisting of normal recurring accruals) considered necessary
     for a fair presentation have been included. Operating results for the
     three-month period and nine-month period ended July 31, 1997 are not
     necessarily indicative of the results that may be expected for the year
     ending October 31, 1997. For further information, refer to the Company's
     Annual Report on form 10KSB/A for the year ended October 31, 1996 and the
     Management Discussion included in this form 10QSB.

2.   Accounting Policies:

     Stock-Based Compensation - In 1997, the Company will adopt SFAS No. 123,
     "Accounting for Stock-Based Compensation." This standard establishes a
     fair value method for accounting for stock-based compensation plans either
     through recognition or disclosure. The Company intends to adopt this
     standard by disclosing the pro forma net income and earnings per share
     amounts assuming the fair value method was adopted on November 1, 1996.
     The adoption of this standard will not impact its results of operations,
     financial position or cash flows.

3.   Earnings (Loss) Per Common and Common Equivalent Share:

     Earnings (loss) per common and common equivalent share are calculated
     using the weighted average number of common share outstanding during each
     year and on the net additional number of shares which would be issuable
     upon the exercise of stock options, assuming that the Company used the
     proceeds received to purchase additional shares at market value in the
     case of income. Options are not considered in loss periods as they would
     be antidilutive.

4.   Long-Term Debt:

     Long-term debt consists of the following:

<TABLE>
<CAPTION>
                           July 31,                                     1997             1996
<S>                                                                   <C>              <C>     

         Term note payable to bank at prime rate plus, due
            in equal monthly installments of $9,028, plus
            interest through August 2002.                             $550,694         $275,833

</TABLE>

                                       10

<PAGE>


Notes to Consolidated Financial Statements, Continued

4.   Long-Term Debt, Continued:

<TABLE>
<CAPTION>
                           July 31,                                    1997             1996
<S>                                                                 <C>              <C>    
         Revolving promissory note payable to bank in the
            amount of $1,000,000.  Interest at prime payable
            monthly.  All amounts borrowed are due in full
            November 7, 1997                                           971,652          990,000

         Term note payable to Appling County, Georgia at
            4.0% due in equal monthly installments of $3,417,
            including interest through July 2003                       218,419          250,000
                                                                    ----------       ----------
                                                                     1,740,765        1,515,833
         Amounts classified as current                               1,555,214        1,211,581
                                                                    ----------       ----------
                                                                    $  185,551       $  304,252
                                                                    ==========       ==========
</TABLE>

     The bank's prime rate at July 31, 1997 was 8.25%. The carrying value of
     the Company's debt approximates fair value.

     The term note payable to bank and the revolving promissory note contain
     certain covenants, whereby the Company must maintain, among other things,
     specified levels of minimum net worth and working capital, and maintain a
     specified ratio of maximum debt to worth, and current ratio. The term note
     payable contains cross default provisions as related to the revolving
     promissory note and other debt agreements.

     The Company did not meet all covenants related to minimum net worth and
     maximum debt to worth. As of the date of issuance of these financial
     statements, the lender has waived these covenant violations through
     November 7, 1997. The revolving debt has been extended to November 7,
     1997. Management plans to negotiate an extension of the revolving debt and
     covenant requirements prior to the expiration date of the debt or obtain
     alternative financing. However, no assurance can be given that the Company
     will be successful. If the Company were unable to negotiate an extension
     or obtain alternative financing and the lender called the debt, management
     could be required to sell certain assets of the Company. Management
     believes its available collateral to be sufficient so that acceptable
     financing can be obtained.


     The Company has pledged substantially all of its assets as collateral
     under the term loan and revolving loan agreement.

                                       11

<PAGE>

Notes to Consolidated Financial Statements, Continued

5.   Capital Lease:

     During 1996, the International Press and Shear (IPS) subsidiary entered
     into a lease agreement for its manufacturing facility, which has been
     accounted for as a capital lease, as the ownership of the facility is
     transferred to IPS when the lease obligation is satisfied. Lease payments
     of $6,135 per month are based on a note with an interest rate of 8.25%.
     Principal balance and accrued interest are due on the 15th anniversary of
     the note.

6.   Other:

     On May 21, 1997 the Board of Directors of the Company approved a
     two-for-one split of the Waste Technology common stock effective June 16,
     1997. The Company has been authorized by the Company's corporate counsel,
     Robson & Miller, LLP, to set off legal fees owed by the Company against
     the note due from Morton S. Robson, the senior partner of Robson &
     Miller, LLP.

                                       12

<PAGE>

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

Results of Operations:  Three Month Comparisons

For the third quarter of fiscal 1997 the Company had net sales of $2,401,082 as
compared to $3,821,563 for the third quarter of 1996, a decrease of 37.2%. The
decrease in sales was caused by lower shipments at all operating units of the
Company and was directly related to weakness in the corrugated board and paper
markets for recycled materials. Corrugated and paper market prices have
recently shown substantial increases.

Consolidated net income was a loss in the third quarter of $274,070 versus a
loss of $92,627 in the same quarter in the prior year. Earnings per share was
$(.06) and $(.02), adjusted for the 2 for 1 stock split, for the third quarter
1997 and 1996 respectively. The loss in the third quarter was the result of the
lower shipments mentioned above.

Due to the lower shipments experienced in fiscal 1997, the Company has taken
actions which have reduced controllable selling and administrative costs. For
the quarter ending July 31, 1997, selling expense and administration costs are
$119,599, 28.3% and $47,501, 10.0% below the same quarter in the prior year
respectively.

Results of Operations: Nine Month Comparisons

Net sales decreased from $10,950,940 in the first nine months of 1996 to
$8,049,203 in the first nine months of 1997, a decrease of 26.5%. All operating
divisions of the Company had lower shipments in the first nine months of 1997
versus the same period in 1996.

Net income for the first nine months of 1997 was a loss of $562,376 versus a
profit of $48,983 in the corresponding period in 1996. The loss is primarily
the result of the lower shipments in 1997 versus 1996. For the year to date
results, the Company's Baxley, Georgia subsidiary, International Press and
Shear Corporation (IPS), was the cause of the overall loss for the period. The
losses incurred by the new subsidiary were the result of costs related to a
start-up operation and the continuing weakness in the corrugated board and
paper prices in the recycled products markets. Also, the first half results for
1996 included income of $80,000 due to the recording of a deferred tax asset
which was reversed in the fourth quarter of 1996. The deferred tax asset was
reversed due to the results of operations in 1996 and current short-term
expectations.

The IPS operations have been pared down to a level which is commensurate with
the current corrugated and paper recycling market conditions. This subsidiary
is now running efficiently and it is the objective of the Company to get IPS to
a profitable or break-even level in the near future. The Company has
accelerated its product development time in order to include new products which
are not affected by significant price fluctuations. The Company has also
experienced an increase in export sales.


                                       13

<PAGE>

Results of Operations: Nine Month Comparisons, Continued:

The backlog as of August 31, 1997 was $3,831,000 as compared with $3,144,000 as
of August 31, 1996, an increase of 21.9%. Therefore, with this backlog, the
fourth quarter of fiscal 1997 and first half of fiscal 1998 are anticipated to
show improved results over the corresponding prior periods.

Financial Condition:

Net working capital decreased from $1,333,765 at October 31, 1996 to $885,694
at July 31, 1997. This decrease in working capital is considered to be
temporary and should be reversed in the fourth quarter of 1997 based on 
Management's expectations from the previously mentioned backlog increase.

The term note with SouthTrust Bank which was renewed in August 1996 and is due
in equal monthly installments of $9,018, plus interest at the prime rate. The
entire balance of this term note was classified as a current liability because
the term loan has callable provisions relating to the revolving note described
below.

The revolving note payable to SouthTrust in the amount of $1,000,000 was
renewed in August 1997 at the prime rate. Interest is payable monthly and all
amounts borrowed are due in full on November 7, 1997. The balance due at April
30, 1997 was $771,652 and increased to $971,652 at July 31, 1997. At July 31,
1997, the Company did not meet certain covenants of the loan agreement related
to minimum net worth and maximum debt to worth. The lender has waived these
covenant requirements through November 7, 1997. While no assurance can be
given, management believes its available collateral to be sufficient to allow
the Company to renegotiate an extension of the revolving debt and its covenant
requirements prior to its expiration date or obtain alternative financing. It
is anticipated that the note will be renewed in November 1997.

For the nine months ended July 31, 1997 the Company had $95,555 cash flow from
operations while in the same period in fiscal 1996 the Company had negative
operating cash flow of $1,607,882. The negative cash flow in fiscal 1996 was
due to the start-up operations, IPS, cash requirements for inventory and
accounts receivable and which have not continued at the same rate in fiscal
1997.

                                       14

<PAGE>

Financial Condition, Continued:

Our auditors, Coopers & Lybrand, have stated in the "Report of Independent
Accountants" for October 31, 1996 to the shareholders of Waste Technology
Corporation that there is "substantial doubt" about the Company's ability to
continue as a going concern. While the Company understands why the accountants
report had to include the explanatory paragraph, (the absence of a loan default

waiver), and though the Company's Management and Board of Directors has
substantial concern, it believes that it has several viable options to continue
as a going concern for the following reasons:

1.   The Company has the ability to take actions to reduce the operating and
     carrying costs of its IPS subsidiary to a level which will not further
     jeopardize the liquidity of the company.

2.   The Company did not meet covenants related to minimum net worth and
     maximum debt to worth. As of the date of issuance of this report, the
     lender has waived these covenant requirements through November 7, 1997.
     Management plans to negotiate an extension of the revolving debt and
     covenant requirements prior to the expiration date of the debt or obtain
     alternative financing. However, no assurance can be given that the Company
     will be successful. If the Company were unable to negotiate an extension
     or obtain alternative financing and the lender called the debt, Management
     could be required to sell certain assets of the Company. Management
     believes its available collateral to be sufficient so as acceptable
     financing can be obtained.

The Company has no commitments for any material capital expenditures. Other
than as set forth above, there are no unusual or infrequent events or
transactions or significant economy changes which materially effect the amount
of reported income from continuing operations.

Inflation:

The costs of the Company and its subsidiaries are subject to the general
inflationary trends existing in the general economy. The Company believes that
expected pricing by its subsidiaries for balers will be able to include
sufficient increases to offset any increase in costs due to inflation.

                                       15

<PAGE>

PART II-OTHER INFORMATION

None.

                                   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
undersigned hereto duly authorized.

Dated: September 12, 1997                   WASTE TECHNOLOGY CORPORATION

                                            BY:  /s/Ted C. Flood
                                                 -----------------------------
                                                 Ted C. Flood, President
                                                 (Chief Executive Officer)

                                            BY:  /s/William E. Nielsen
                                                 -----------------------------
                                                 William E. Nielsen
                                                 Chief Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)

                                       16


<TABLE> <S> <C>


<ARTICLE>      5
<LEGEND>
The schedule contains summary financial information extracted from the
financial statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER>   1
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              OCT-31-1997
<PERIOD-END>                                   JUL-31-1997
<CASH>                                             460,130
<SECURITIES>                                             0
<RECEIVABLES>                                    1,345,143
<ALLOWANCES>                                        91,000
<INVENTORY>                                      3,200,510
<CURRENT-ASSETS>                                 4,922,153
<PP&E>                                           3,673,939
<DEPRECIATION>                                   1,295,008
<TOTAL-ASSETS>                                   7,379,400
<CURRENT-LIABILITIES>                            4,036,459
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                            27,634
<OTHER-SE>                                       1,930,456
<TOTAL-LIABILITY-AND-EQUITY>                     7,379,400
<SALES>                                          2,401,082
<TOTAL-REVENUES>                                 2,401,082
<CGS>                                            1,898,754
<TOTAL-COSTS>                                    2,629,324
<OTHER-EXPENSES>                                   (13,645)
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                  59,473
<INCOME-PRETAX>                                   (274,070)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (274,070)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (274,070)
<EPS-PRIMARY>                                         (.06)
<EPS-DILUTED>                                         (.06)
        


</TABLE>


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