<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, 2000.
[ ] 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 CORPORATION
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(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 13-2842053
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5400 Rio Grande Avenue
Jacksonville, Florida 32254
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(Address of Principal Executive Offices) (Zip Code)
(904) 355-5558
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(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 31, 2000 Registrant had outstanding 5,516,349 shares of its
Common Stock.
Transitional small business disclosure format (check one):
Yes [ ] No [X]
<PAGE>
WASTE TECHNOLOGY CORPORATION
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
o Consolidated Balance Sheets as of July 31, 2000
and October 31, 1999................................................3
o Consolidated Statements of Operations for the three months and
nine months ended July 31, 2000 and July 31, 1999...................5
o Consolidated Statements of Changes in Stockholders' Equity
for the period from October 31, 1998 to July 31, 2000...............7
o Consolidated Statements of Cash Flows for the three months
and nine months ended July 31, 2000 and July 31, 1999...............8
o Notes to Consolidated Financial Statements.........................10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS...................................................13
PART II. OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS...............................................15
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS........................................15
o Signatures .......................................................16
<PAGE>
WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
07/31/00 10/31/99
Unaudited
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 75,123 $ 18,432
Accounts receivable, net of allowance
for doubtful accounts of $86,000 and $138,000 respectively 957,341 1,282,095
Inventories 1,555,853 2,078,389
Prepaid expense and other current assets 1,215 11,521
---------- ----------
Total current assets 2,589,532 3,390,437
Property, plant and equipment at cost 1,831,729 3,642,755
Less: accumulated depreciation 1,213,959 1,709,686
---------- ----------
Net property, plant & equipment 617,770 1,933,069
Other assets:
Other assets 8,804 31,818
Due from Officer 370,499 356,778
---------- ----------
Total other assets 379,303 388,596
---------- ----------
TOTAL ASSETS $3,586,605 $5,712,102
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
07/31/00 10/31/99
Unaudited
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Revolving promissory note $ 0 $ 553,852
Current maturities of long-term debt 108,333 195,985
Capital Lease obligation 0 16,701
Accounts payable 767,501 1,613,837
Accrued liabilities 526,545 559,773
Customer deposits 223,324 768,835
Accrued Judgment 569,000 519,000
----------- -----------
Total current liabilities 2,194,703 4,227,983
Long-term debt 117,360 305,070
Capital Lease obligation, less current maturities 0 652,849
----------- -----------
Total liabilities 2,312,063 5,185,902
Stockholders' equity
Common stock, par value $.01
25,000,000 shares authorized; 6,179,875
shares issued in 2000 & 1999, respectively 61,799 61,799
Preferred stock, par value $.0001,
10,000,000 shares authorized, none issued
Additional paid-in capital 6,347,187 6,347,187
Accumulated deficit (4,355,128) (5,085,769)
----------- -----------
2,053,858 1,323,217
Less: Treasury stock, 663,526 shares at cost 419,306 419,306
Less: Note receivable from shareholders 360,010 377,711
----------- -----------
Total stockholders' equity 1,274,542 526,200
----------- -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 3,586,605 $ 5,712,102
See accompanying notes to consolidated financial statements.
4
<PAGE>
WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
Three months ended: 07/31/00 07/31/99
Net Sales $ 1,531,265 $ 3,347,868
Cost of Sales 1,239,516 2,620,382
----------- -----------
Gross Profit 291,749 727,486
Operating Expenses:
Selling 155,964 234,689
General and Administrative 179,331 356,632
----------- -----------
Total operating expenses 335,295 591,321
Operating Income (Loss) (43,546) 136,165
Other Income (Expense):
Interest & Dividends 16,754 15,480
Interest Expense (11,564) (66,203)
Other Income 1,754 1,632
Net gain on Disposal of Fixed Assets 0 6,617
Provision for Judgment (37,000) (6,000)
----------- -----------
Total Other Income (Expenses) (30,056) (48,474)
----------- -----------
Income (Loss) before income taxes (73,602) 87,691
Income Tax Provision
Current 9,000 0
Deferred 0 0
----------- -----------
NET INCOME (LOSS) (82,602) 87,691
Basic and diluted Income (Loss) per share (0.02) 0.02
Weighted average number of shares 5,516,349 5,516,349
See accompanying notes to consolidated statements.
5
<PAGE>
WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
Nine months ended: 07/31/00 07/31/99
Net Sales $ 6,306,323 $ 7,641,567
Cost of Sales 4,874,361 6,314,653
----------- -----------
Gross Profit 1,431,962 1,326,914
Operating Expenses:
Selling 494,006 712,398
General and Administrative 753,564 1,072,520
----------- -----------
Total operating expenses 1,247,570 1,784,918
Operating Income (Loss) 184,392 (458,004)
Other Income (Expense):
Interest & Dividends 51,984 45,582
Interest Expense (78,517) (207,067)
Other Income 4,853 7,139
Net gain on Disposal of Fixed Assets 626,929 6,617
Provision for Judgment (50,000) (17,000)
----------- -----------
Total Other Income (Expenses) 555,249 (164,729)
----------- -----------
Income (Loss) before income taxes 739,641 (622,733)
Income Tax Provision
Current 9,000 0
Deferred 0 0
----------- -----------
NET INCOME (LOSS) 730,641 (622,733)
Basic and diluted Income (Loss) per share 0.13 (0.11)
Weighted average number of shares 5,516,349 5,516,349
See accompanying notes to consolidated statements
6
<PAGE>
WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
As of July 31, 2000
unaudited
<TABLE>
<CAPTION>
Common Stock
Par Value $.01 Authorized
25,000,000 Shares
-----------------------------
NUMBER ADDITIONAL
OF SHARES PAR PAID-IN ACCUMULATED
ISSUED VALUE CAPITAL DEFICIT
----------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at October 31, 1998 6,179,875 $ 61,799 $ 6,347,187 $(4,255,917)
Net Adjustment of Note Receivable
from shareholder -0- -0- -0- -0-
Net Income (Loss) -0- -0- -0- (829,852)
----------- ----------- ----------- -----------
Balance at October 31, 1999 6,179,875 $ 61,799 $ 6,347,187 $(5,085,769)
Net Adjustment of Note Receivable
from shareholder -0- -0- -0- -0-
Net Income (Loss) -0- -0- -0- 730,641
----------- ----------- ----------- -----------
Balance at July 31, 2000 6,179,875 $ 61,799 $ 6,347,187 $(4,355,128)
<CAPTION>
Treasury Stock
-----------------------------
NUMBER TOTAL
OF STOCKHOLDERS'
SHARES COST OTHER EQUITY
----------------------------- ----------- ------------
<S> <C> <C> <C> <C>
Balance at October 31, 1998 663,526 $ (419,306) $ (363,809) $ 1,369,954
Net Adjustment of Note Receivable
from shareholder -0- -0- (13,902) (13,902)
Net Income (Loss) -0- -0- -0- (829,852)
----------- ----------- ----------- -----------
Balance at October 31, 1999 663,526 $ (419,306) $ (377,711) $ 526,200
Net Adjustment of Note Receivable
from shareholder -0- -0- 17,701 17,701
Net Income (Loss) -0- -0- -0- 730,641
----------- ----------- ----------- -----------
Balance at July 31, 2000 663,526 $ (419,306) $ (360,010) $ 1,274,542
</TABLE>
See accompanying notes to consolidated financial statements
7
<PAGE>
WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
unaudited
<TABLE>
<S> <C> <C>
For The Three Months Ended 07/31/00 07/31/99
Cash flow from operating activities:
Net (loss) income $ (82,602) $ 87,691
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 17,501 78,321
Gain from sale of equipment 0 (6,617)
Increase (decrease) from changes in:
Accounts receivable 110,523 (358,375)
Inventories (170,000) 239,390
Prepaid expenses and other current assets (440) 1,314
Other assets 7,735 (5,900)
Accounts payable 210,050 433,478
Accrued liabilities (96,927) 15,278
Customer deposits 65,700 (549,321)
Accrued Judgment 37,000 6,000
--------- ---------
Net cash provided by (used in) operating activities 98,540 (58,741)
Cash flows from investing activities:
Increase in notes receivable from shareholders (10,665) (13,938)
Purchase of property and equipment 0 0
Proceeds from sale of assets and liabilities 0 6617
--------- ---------
Net cash provided by (used in) investing activities (10,665) (7,321)
Cash flows from financing activities:
Increase (decrease) in Debt (27,084) 91,161
--------- ---------
Cash flows provided by (used in) financing activities (27,084) 91,161
Net increase (decrease) in cash 60,791 25,099
Cash at beginning of period 14,332 11,409
Cash at end of period 75,123 36,508
Supplemental schedule of disclosure of cash flow information
Cash paid during period for:
Interest 11,564 66,203
Income taxes 0 0
</TABLE>
See accompanying notes to consolidated financial statements
8
<PAGE>
WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
unaudited
<TABLE>
<S> <C> <C>
For The Nine Months Ended 07/31/00 07/31/99
Cash flow from operating activities:
Net (loss) income $ 730,641 $(622,733)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 67,439 234,961
Gain from sale of equipment (626,929) (6,617)
Increase (decrease) from changes in:
Accounts receivable 64,483 253,843
Inventories 161,608 488,333
Prepaid expenses and other current assets (8,513) 316
Other assets 13,249 (5,900)
Accounts payable (534,348) 3,534
Accrued liabilities 8,135 (18,205)
Customer deposits 106,667 (41,360)
Accrued Judgment 50,000 17,000
--------- ---------
Net cash provided by (used in) operating activities 32,432 303,172
Cash flows from investing activities:
Increase in notes receivable from shareholders 3,980 (61,160)
Purchase of property and equipment 0 (2,304)
Proceeds from sale of assets and liabilities 661,220 6617
--------- ---------
Net cash provided by (used in) investing activities 665,200 (56,847)
Cash flows from financing activities:
Increase (decrease) in Debt (640,941) (279,166)
--------- ---------
Cash flows provided by (used in) financing activities (640,941) (279,166)
Net increase (decrease) in cash 56,691 (32,841)
Cash at beginning of period 18,432 69,349
Cash at end of period 75,123 36,508
Supplemental schedule of disclosure of cash flow information
Cash paid during period for:
Interest 78,517 207,067
Income taxes 0 0
</TABLE>
See accompanying notes to consolidated financial statements
9
<PAGE>
Waste Technology Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
1. Nature of Business:
Waste Technology Corporation (the Company) is a manufacturer of baling machines
which utilize technical, hydraulic and electrical mechanisms to compress a
variety of materials into bales. The Company's customers include plastic
recycling facilities, paper mills, textile mills, and paper recycling facilities
throughout the United States, the Far East, Europe, and South America. During
fiscal 1999, the Company had two manufacturing subsidiaries, International Baler
Corp. (IBC), located in Jacksonville, Florida, and International Press and
Shear, Corporation (IPS), located in Baxley, Georgia.
In December 1999, the Company sold the assets of its IPS subsidiary of
approximately $2,000,000 to two IPS officers for $800,000 and the assumption of
$1,900,000 liabilities. The IPS subsidiary was formed in the second quarter of
fiscal 1995 and greatly expanded the manufacturing capacity of the Company.
Operating losses at IPS are a significant cause of the consolidated losses in
both 1999 and 1998. These losses occurred primarily as a result of the
continuing depressed recycled products markets, as well as higher than
anticipated costs of sales and selling and administrative expenses. In the
fourth quarter of 1998, and continuing in 1999, and the first half of fiscal
2000, the Company effectuated significant cost reductions which exceeded
$700,000 in fiscal 1999. These cost cutting measures included personnel
eliminations, salary reductions and advertising reductions. The CEO has taken
over the direction of the sales and marketing functions.
The Company's management and Board of Directors have substantial concern over
recent operating performances, however, it believes that it has several viable
options to continue as a going concern.
With the elimination of the IPS subsidiary, the Company anticipates that
operating results should be significantly improved in fiscal 2000. The Company
has introduced new textile balers, new corrugated balers and has been
manufacturing the patented hinge-side baler and marketing it under the trade
name "Expando Hopper." The Company's sold order backlog at August 31, 2000, is
approximately $1,302,171.
2. 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
10
<PAGE>
three-month and nine-month periods ended July 31, 2000, are not necessarily
indicative of the results that may be expected for the year ending October 31,
2000. For further information, refer to the Company's Annual Report on form
10-KSB for the year ended October 31, 1999, and the Management Discussion
included in this form 10-QSB.
Certain prior year amounts have been reclassified to conform with the current
year's presentation.
3. Summary of Significant Account Policies:
(a) Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
Waste Technology Corporation and all of its wholly owned and majority owned
subsidiaries. Intercompany balances and material intercompany transactions
have been eliminated in consolidation.
(b) Basic and Diluted Earnings (Loss) Per Share:
Basic earnings (loss) per share is calculated using the weighted average
number of common shares outstanding during each period. Diluted earnings
(loss) per share includes the net additional number of shares that would be
issued upon the exercise of stock options using the treasury stock method.
Options are not considered in loss periods or in periods in which options
are "out of the money," as they would be antidilutive.
4. Related Party Loan and Notes Receivable:
The Company was indebted in the amount of $465,484 to the General Counsel and
his law firm at July 31, 2000. During 1997, the General Counsel and his law firm
authorized the Company to set off accrued legal fees against the note receivable
from the General Counsel at such time as the Board of Directors shall determine.
Accordingly, accrued legal fees are presented as a reduction of notes receivable
from General Counsel at July 31, 2000.
On December 29, 1995, the Company transferred a life insurance policy, covering
the life of its president, to the President in exchange for a note receivable.
The amount of the note receivable from the president is equal to the amount of
the cash surrender value of the policy at the time of the transfer. Interest
accrues at the rate of 6% per annum. No principal or interest is due until
proceeds from the policy are realized.
11
<PAGE>
5. Revolving Promissory Note:
The Company had a $2,000,000 Line of Credit with $553,852 outstanding at October
31, 1999. The line of credit was secured by substantially all assets. In
December 1999, the Company paid the outstanding balance on the Line of Credit.
On August 7, 2000, the Company entered into a loan agreement to provide a Line
of Credit up to $500,000. This agreement has a one-year term with an automatic
renewal unless either parties to the agreement gives written notice at least 60
days prior to the termination date.
6. Term Notes and Capital Leases:
The term note payable to Appling County, Georgia, the term note payable to a
bank ($51,654) and the capital lease related to the Baxley facility were assumed
by purchasers of the assets of the IPS operations.
<TABLE>
<S> <C> <C>
Long-term debt consists of the following:
07-31-00 10-31-99
-------- --------
Term note payable to bank at prime rate, due
in equal monthly installments of $9,028, plus interest
through August 2002, secured by substantially all assets $225,693 $306,944
Term note payable to Appling County, Georgia at
4.0 % due in equal monthly installments of $3,417,
including interest through July 2003 -- 142,457
Term Note payable to bank at 9.75%. Due in monthly
installments of $2,466, including interest through
September 2003 -- 51,654
-------- --------
225,693 501,055
Amounts classified as current 108,333 195,985
-------- --------
$117,360 $305,070
======== ========
</TABLE>
7. Income Taxes
As of July 31, 2000, the Company's anticipated annual effective tax rate is zero
as a result of the reduction in a portion of the valuation allowance equal to
the utilization of net operating loss carryforwards. However, the company is
anticipating a small liability due to the alternative minimum tax regulations.
As of July 31, 2000, the Company has approximately $2,743,000 of net operating
loss carryforwards remaining.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations: Three Month Comparison
For the third quarter ending July 31, 2000, the Company had net sales of
$1,531,265 as compared to $3,347,868 in the third quarter of 1999, a decrease of
54.3%. The lower sales were the result of no shipments at the International
Press and Shear (IPS) subsidiary in the third quarter of fiscal 2000 versus IPS
net sales of $1,338,920 in the third quarter of 1999, and lower shipments of
Consolidated Baler's synthetic rubber balers.
The Company had a net loss of $82,602 in the third quarter of 2000, as compared
to a profit of $87,691 in fiscal 1999. The loss is the result of the lower sales
previously mentioned. Gross profit margins were lower verus the prior year
quarter due to the lower sales levels in the current quarter. Selling and
administrative expenses were substantially lower in the third quarter of fiscal
2000, due to the sale and discontinuance of the IPS operation and $93,256
reductions in expense at IBC and CBM.
Interest expense was reduced from $66,203 in the third quarter of 1999, to
$11,564 in the same quarter of 2000, due to the sale of the IPS assets and the
elimination of the line of credit.
Results of Operation: Nine Month Comparison
In December 1999, the Company sold the assets of its IPS subsidiary to two IPS
officers for $800,000 and the assumption of the subsidiary's liabilities. With
the elimination of the IPS subsidiary, the Company anticipates that operating
results should be significantly improved in fiscal 2000.
Net sales in the first nine months of fiscal 2000, were $6,306,323 as compared
to $7,641,567 in the prior year, a decrease of 17.5%. The lower sales were the
result of significantly lower shipments at IPS which operated for just over one
month of fiscal 2000. Shipments at IBC and CBM were $1,087,268 higher for the
nine month period in fiscal 2000, than in fiscal 1999.
The Company had net income of $730,641 in the nine months of 2000, versus a net
loss of $622,733 in the first nine months of 1999. The income in 2000 included a
gain on the sale of the IPS assets of $626,929. Operating income was $184,392 in
2000, versus an operating loss of $458,004 in 1999.
The higher operating income is the result of higher gross profit margins
relating to the sales of specialty balers at IBC and CBM and lower selling and
administrative expenses, due in large part to the sale and discontinuance of the
IPS operations.
The sold order backlog as of August 31, 2000, was $1,302,171 as compared to
$3,971,000 at August 31, 1999. In the prior year the backlog included IPS orders
of $1,318,000.
13
<PAGE>
Financial Condition:
Net working capital increased from a deficit of $837,546 at October 31, 1999, to
$394,829 at July 31, 2000. This improvement is primarily due to the sale of the
IPS assets, including the assumption of the liabilities of IPS by the buyers.
With some of the proceeds from the sale of the assets of IPS, the Company has
paid the outstanding balance of the loan from Foothill Capital Corporation. On
August 7, 2000, the Company entered into a loan agreement to provide a Line of
Credit up to $500,000. This agreement has a one-year term with an automatic
renewal unless either parties to the agreement gives written notice at least 60
days prior to the termination date.
Our auditors, KPMG LLP, have stated in the "Report of Independent Accountants"
for October 31, 1999, to the shareholders of Waste Technology Corporation that
there is "substantial doubt" about the Company's ability to continue as a going
concern. The Company's Management and Board of Directors have substantial
concern over recent operating performances, however, the Company has been
profitable for the first nine months of fiscal 2000 and it believes that it will
continue to be profitable in the future. The Company continues to make efforts
to reduce costs and improve marketing.
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 economic changes which materially affect the amount of reported
income from continuing operations.
This "Management's Discussion and Analysis" contains forward-looking statements
within the meaning of Section 21B of the Securities and Exchange Act of 1934, as
amended. These forward- looking statements represent the Company's present
expectations or beliefs concerning future events. The Company cautions that such
statements are necessarily based on certain assumptions which are subject to
risks and uncertainties including, but not limited to, changes in general
economic conditions and changing competition which could cause actual results to
differ materially from those indicated. Therefore, the Company may have to
consider additional financing and/or operating alternatives to insure the
Company will continue as a going concern.
Year 2000 Compliance:
The Company achieved Year 2000 compliance for all internal systems and did not
suffer any adverse effects with respect thereto. The Company does not anticipate
any such problems in the future.
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.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS
On June 5, 1998, a judgment (the "Judgment") was rendered against the Company's
former wholly owned subsidiary, Ram Coating Technology Corporation ("RAM"), and
Transamerica Premier Insurance Corporation ("Transamerica") in the amount of
$360,194 together with interest in favor of L & A Contracting Company in the
19th Judicial District Court of the State of Louisiana in the case of L & A
Contracting Company v. Ram Industrial Coatings, Inc., et al., Case No. 382,924,
Division F. Transamerica had issued a performance and payment bond (the "Bond")
for Ram in connection with the contract which was the subject of the action and
which was the basis of the Judgment against Ram. The Company had agreed to
indemnify Transamerica for any payments it was required to make pursuant to the
Bond. As a result of this indemnification, the Company is liable to Transamerica
for the amount of the Judgment.
In July 2000, the Judgment was affirmed by the First Circuit Court of Appeal of
the State of Louisiana. The Company's attorneys have filed an application
seeking the review of this decision with the Supreme Court of the State of
Louisiana. The Company has reduced net income by the full amount of the Judgment
and interest of $569,000 through July 31, 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
The annual meeting of stockholders of the Company was held on July 21, 2000.
The first item voted on was the election of two Class II Directors. Ted C. Flood
and Morton S. Robson were elected as Class II Directors of the Company for a
term of three years or until their successors were elected and qualified. The
results of voting were as follows: 4,272,926 votes for Ted C. Flood and 38,784
withheld; and, 4,268,226 votes for Morton S. Robson and 47,984 withheld.
The next item of business was the proposal to ratify the appointment of KPMG,
LLP, the independent certified public accountants of the Company, for fiscal
year ending October 31, 2000. The results of the voting were as follows:
4,300,319 votes for the resolution,
907 votes against and
7,899 votes abstained.
A majority of the votes cast at the meeting having voted for the resolution, the
resolution was duly passed.
No other matters were voted on at the meeting.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by undersigned
hereto duly authorized.
Dated: September 15, 2000 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
