USA BIOMASS CORP
10QSB/A, 2000-11-20
AGRICULTURAL SERVICES
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-QSB/A

(Mark One)


 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ending June 30, 2000

OR


 [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _________________

0-17594
(Commission File Number)


USA BIOMASS CORPORATION
(Exact name of small business issuer as specified in its charter)


 Delaware
(State or other jurisdiction of
incorporation or organization)

  33-0329559
(I.R.S. Employer
Identification No.) 		 

 7314 Scout Avenue
Bell Gardens, California
(Address of principal executive offices)

   90201
(Zip Code) 		 

(562) 928-9900
(Registrant’s telephone number, including area code)

             Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [  ]

             The number of shares outstanding of issuer’s only class of Common Stock, $.002 par value, was 10,288,666 on August 11, 2000.


PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

Introduction

             USA Biomass Corporation (“Company”) has prepared the consolidated financial statements, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain formation and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 1999. The financial information presented reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the periods presented.

USA Biomass Corporation

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2000 and December 31, 1999
And For the Three Months and Six Months ended
June 30, 2000 and 1999

      Page
CONSOLIDATED FINANCIAL STATEMENTS FOR USA BIOMASS CORPORATION  
  Balance Sheets F-2
    Statements of Operations F-3
    Statements of Shareholder’s Equity F-5
    Statement of Cash Flows F-7
 
NOTES TO THE FINANCIAL STATEMENTS F-8
 
SIGNATURES F-18

USA BIOMASS CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, 2000 to December 31, 1999
(Unaudited)

2000 1999
ASSETS            
Current assets:            
   Cash and equivalents   $ 86,000   $ 1,362,000  
   Accounts receivable, net of allowance for doubtful accounts    2,017,000    862,000  
   Receivable from affiliates    45,000    26,000  
   Other current assets    799,000    129,000  
   Net current assets of discontinued operations    1,853,000    1,249,000  
     Total current assets    4,800,000    3,628,000  
   Property and equipment, net of accumulated depreciation    15,509,000    7,584,000  
   Other assets    29,000    32,000  
   Intangible assets, net of accumulated amortization    1,127,000    392,000  
   Total assets   $ 21,463,000   $ 11,636,000  
           
LIABILITIES AND SHAREHOLDERS’ EQUITY            
Current liabilities:            
     Accounts payable   $ 3,714,000   $ 1,747,000  
     Accrued liabilities    1,202,000    1,355,000  
     Lines of credit    1,640,000    640,000  
     Notes payable:            
       Affiliates    40,000    191,000  
       Other    1,216,000    728,000  
     Capitalized lease obligations    1,648,000    810,000  
        Total current liabilities    9,460,000    5,471,000  
Notes payable, net of current portion:            
     Affiliates    246,000    1,021,000  
     Other    6,342,000    2,333,000  
Capitalized lease obligations, net of current portion    2,319,000    2,552,000  
Total liabilities    18,367,000    11,377,000  
Commitments and contingencies            
Shareholders’ equity:            
Preferred Stock:            
       Series A, 9% Convertible Preferred Stock    6,000    7,000  
       Series C, 6% Convertible Preferred Stock    1,000    —  
     Common stock    20,000    19,000  
     Additional paid-in capital    29,370,000    25,235,000  
     Accumulated deficit    (26,068,000 )  (24,782,000 )
     Notes receivable on common stock    (115,000 )  (103,000 )
     Treasury stock    (118,000 )  (118,000 )
Total shareholders’ equity    3,096,000    259,000  
Total liabilities and shareholders’ equity    21,463,000   $ 11,636,000  

The accompanying notes are an integral part of the consolidated financial statements.

F-2

USA BIOMASS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Month Periods Ended June 30, 2000 and 1999
(Unaudited)

For the Three Month
Period
Ended June 30,
2000 1999
Revenues   $ 5,366,000   $ 1,837,000  
Cost of revenues, less depreciation    4,602,000    1,455,000  
       Gross margin    764,000    382,000  
General and administrative expenses    769,000    198,000  
Depreciation    521,000    156,000  
Settlement (gain) loss    2,000    —  
       Operating income (loss) from continuing operations    (528,000 )  28,000  
Interest expense, net  193,000    567,000  
Change in Estimated Remediation Costs    —    (400,000 )
       Loss from continuing operations and net loss   $ 721,000   $ 139,000  
Net loss per common share, basic and diluted $ 0.14   $ 0.05  

The accompanying notes are an integral part of the consolidated financial statements.

F-3

USA BIOMASS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
For the Six Month Periods Ended June 30, 2000 and 1999
(Unaudited)

For the Six Month Period Ended
June 30,
2000 1999
Revenues   $ 8,321,000   $ 3,904,000  
Cost of revenues, less depreciation    6,792,000    3,083,000  
       Gross margin    1,529,000    821,000  
General and administrative    1,292,000    863,000  
Depreciation    930,000    568,000  
Settlement gain    (157,000 )  —  
       Operating loss from continuing operations    536,000    610,000  
Interest expense, net    334,000    702,000  
Change in Estimated Remediation Costs    —    (400,000 )
     Loss from continuing operations and net loss   $ 870,000   $ 912,000  
       Net loss per common share, basic and diluted   $ 0.20    0.15  

The accompanying notes are an integral part of the consolidated financial statements.

F-4

USA BIOMASS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the Six Month Periods Ended June 30, 2000 and 1999
(Unaudited)

Series A
Preferred
Shares		 Series B
Preferred
Shares		 Common
Shares		 Shares
Held in
Treasury 		Series A
Preferred
Stock		 Series B
Preferred
Stock		 Common
Stock		 Common
Stock Held
in Treasury		 Additional
Paid In
Capital		 Retained
Earnings
(Accumulated
Deficit)		 Total
Balance, December 31, 1998    747,500    394,414    7,761,385    (24,000 )  7,000    4,000    16,000   $ (118,000 ) $ 21,970,000   $ (15,057,000 ) $ 6,822,000  
   Net loss    —    —    —    —    —    —    —    —    —    (912,000 )  (912,000 )
Balance, June 30, 1999    747,500    394,414    7,761,385    (24,000 ) $ 7,000   $ 4,000   $ 16,000   $ (118,339 ) $ 21,970,000   $ (15,969,000 ) $ 5,910,000  

The accompanying notes are an integral part of the consolidated financial statements.

F-5

USA BIOMASS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the Six Month Periods Ended June 30, 2000 and 1999
(Unaudited)

Series A
Preferred
Shares		 Series C
Preferred
Shares		 Common
Shares		 Shares
Held in
Treasury		 Series A
Preferred
Stock		 Series C
Preferred
Stock 		Common
Stock		 Common Stock
Held in Treasury		 Additional
Paid-in
Capital		 Retained
Earnings
(Accumulated
Deficit)		 Notes
Receivable
on Common
Stock		 Total
Balance, December 31, 1999    742,200    —    9,509,856    (24,250 ) $ 7,000    —   $ 19,000   $ (118,000 ) $ 25,235,000   $ (24,727,000 ) $ (103,000 ) $ 258,000  
   Conversion of Series A Convertible
      Preferred Stock to
      common stock		    (126,700 )  —    228,060    —    (1,000 )  —    —    —    1,000    —    —    —  
   Common stock issued on exercise of
      stock options		    —    —    350,750    —    —    —    1,000    —    738,000    —    (50,000 )  689,000  
   Issuance of Series C Preferred stock    —    3,000    —    —    —   $ 1,000    —    —    2,696,000    —    —    2,697,000  
   Payment of Series A Dividends    —    —    —    —    —    —    —    —    —    (416,000 )  —    (416,000 )
   Shares issued in payment of Debt    —    —   $ 200,000    —    —    —    —    —    700,000    —    —    700,000  
   Payment of Notes Receivable    —    —    —    —    —    —    —    —    —    —    38,000    38,000  
   Net loss    —    —    —    —    —    —    —    —    —    (870,000 )  —    (26,068,000 )
Balance, June 30, 2000    615,500    3,000    10,288,666    (24,250 ) $ 6,000   $ 1,000   $ 20,000   $ (118,000 ) $ 29,370,000   $ (26,068,000 ) $ (115,000 ) $ 3,096,000  
 

F-6

USA BIOMASS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Month Periods Ended June 30, 2000 and 1999
(Unaudited)

June 30,
2000		 June 30,
1999
Cash flows from operating activities:            
   Net income (loss)   $ (870,000 ) $ (912,000 )
Net loss from continuing operations    (870,000 )  (912,000 )
Adjustments to reconcile net loss to net cash used in operating activities:            
   Depreciation and amortization    930,000    508,000  
   Loss on sale of assets         12,000  
Decrease (increase) in assets:            
   Accounts Receivable    (555,000 )  (224,000 )
   Other current assets    (419,000 )  328,000  
   Other assets    (5,000 )  (85,000 )
   Notes receivable         (350,000 )
Increase (decrease) in liabilities:            
   Accounts payable    626,000    1,331,000  
   Accrued liabilities    (245,000 )  (40,000 )
Net cash provided by (used) in operating activities of continuing operations    (538,000 )  367,000  
Net cash used in operating activities of discontinued activities    (604,000 )  152,000  
Cash provided by (used) in operating activities    (1,142,000 )  (519,000 )
Cash flows provided by (used in) investing activities:            
   Purchase of property and equipment   $ (778,000 )  ( 420,000 )
   Sales of property and equipment         11,000  
   Acquisition of AWT    (817,000 )  —  
Net cash provided by (used in) investing activities of continuing operations    (1,595,000 )  (409,000 )
Cash flows provided by (used in) financing activities:            
   Proceeds from line of credit   $    —  
   Proceeds from notes and loans    174,000    1,025,000  
   Repayment of notes, loans, leases    (1,683,000 )  (1,631,000 )
   Proceeds from sale of Preferred Stock    2,697,000       
   Proceeds from exercise of options    689,000       
   Payment of dividends    (416,000 )     
   Decrease in long term accruals         (67,000 )
Net cash provided by (used in) financing activities of continuing operations    1,461,000    (673,000 )
Net cash provided by (used in) financing activities of discontinued operations    —    —  
Cash provided by (used in) financing activities    1,461,000    (673,000 )
Net increase (decrease) in cash    (1,276,000 )  (563,000 )
Cash and equivalent at beginning of period    1,362,000    801,000  
Cash and equivalents at end of period   $ 86,000   $ 238,000  
Cash paid during the period for:            
   Interest:            
     Continuing operations    287,000    465,000  
     Discontinued operations    —    315,000  
  $ 287,000   $ 780,000  
           
Supplemental Schedule of Non-Cash Investing and
   Financing Activities of Continued Operations		            
           
Satisfaction of debt through issuance of stock:            
   Liabilities satisfied    700,000       
   Common stock issued    (700,000 )     
Acquisition            
Fair value of assets acquired    6,805,000       
Liabilities assumed    (5,988,000 )     
Consideration paid:            
Cash    (817,000 )     
Assets acquired    3,280,000       
Liabilities incurred    (3,280,000 )     

The accompanying notes are an integral part of the consolidated financial statements.

F-7

USA BIOMASS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2000
For the Six Month Periods Ended June 30, 2000 and 1999

1.      Discontinued Operations

             On December 22, 1998, the Company adopted a plan to dispose of its agribusiness and real estate operations. In October 1999, the Company transferred substantially all of its remaining real estate assets and related liabilities to AMCOR Financial Corp. (“AFC”), a then wholly owned subsidiary. In January 2000, the Company distributed to its common and preferred shareholders all of its AFC common shares. The Company has disputes with AFC regarding the nature and amount of assets and liabilities transferred to AFC. Further, all the regulatory requirements related to the distribution of the AFC shares to the Company’s shareholders may not have been satisfied. As a result, the Company continues to record its investment related to these real estate assets as net assets of discontinued operations in the consolidated balance sheets.

             At June 30, 2000, the remaining assets of the discontinued operations are the Company’s receivable from a partnership that owned a golf course sold in foreclosure in February 2000, certain housing development land in Texas, and a 50% interest in PS III Farms, LLC, which owns 6,490 acres that it leases to a limited liability company owned by the other 50% venture partner. The real estate assets have been pledged as collateral on notes payable on which the Company is primarily liable totaling $3,181,000 at June 30, 2000, which is included in the net assets of discontinued operations. The lender that foreclosed upon the golf course property notified the Company that a deficiency of $2,400,000 exists after the foreclosure and in April 2000 filed a related lawsuit. The parties have mutually agreed to settle the matter and negotiations are now in process.

2.      Loss per Common Share

             Basic and diluted loss per common share have been computed by dividing the loss available to common stockholders by the weighted-average number of common shares for the period. Loss available to common stockholders is the loss after adding to the loss any preferred stock dividend requirements. The additional common shares that would be issuable for options and warrants outstanding are ignored, as to include them in the calculation of diluted loss per share would be antidilutive.

             The computations of basic and diluted loss per common share are as follows:

Six month period Ended
June 30,
2000 1999
Loss from continuing operations   $ 870,000   $ 912,000  
   Add: dividends on preferred shares—declared    416,000    —  
   Add: dividends on preferred shares—cumulative, not declared    692,000    229,000  
Net loss available to common shareholders   $ 1,978,000   $ 1,141,000  
Weighted average shares—basic and diluted    9,899,000    7,761,000  
Net loss per share available to Common shareholders—basic and diluted   $ .20   $ 0.15  

Three month period Ended
June 30,
2000 1999
Loss from continuing operations   $ 721,000   $ 139,000  
   Add: dividends on preferred shares—declared    —    —  
   Add: dividends on preferred shares—cumulative, not declared    692,000    229,000  
Net loss available to common shareholders   $ 1,413,000   $ 368,000  
Weighted average shares—basic and diluted    10,188,000    7,761,000  
Net loss per share available to Common shareholders—basic and diluted   $ .14   $ 0.05  
 

F-8

USA BIOMASS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of June 30, 2000
For the Six Month Periods Ended June 30, 2000 and 1999

             The effect of the potentially dilutive securities listed below were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the periods presented.

Three month period ended
June 30,
2000 1999
Shares of common stock issuable under:            
   Employee stock options    256,100    982,883  
   Warrants    239,500    479,500  
   Series A Convertible Preferred Stock    1,107,000    1,345,500  
   Series B Convertible Preferred Stock    —    591,621  
   Series C Convertible Preferred Stock    340,000    —  

Six month period ended
June 30,
2000 1999
Shares of common stock issuable under:            
   Employee stock options    256,100    982,883  
   Warrants    239,500    479,500  
   Series A Convertible Preferred Stock    1,107,000    1,345,500  
   Series B Convertible Preferred Stock    —    591,621  
   Series C Convertible Preferred Stock    340,000    —  

3.      Business Segments

             SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments in annual financial statements and requires selected information about operating segments in interim financial reports issued to stockholders. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

             Each of these operating segments is considered a reportable segment. The Company evaluates the performance of its segments and allocates resources to them based on revenue and EBITDA. The Company defines EBITDA as earnings before interest, income taxes, depreciation and amortization, and other nonoperating income and expense.

             Certain financial information is presented below:

Green Waste
Recycling 		Waste
Transport		 Other Total
Six months ended June 30, 2000:                      
   Revenue   $ 1,513,000   $ 6,808,000    —   $ 8,321,000  
   EBITDA    251,000    239,000   $ (96,000 )  394,000  
   Assets    2,449,000    15,430,000    3,584,000    21,463,000  
   Depreciation and amortization    176,000    752,000    2,000    930,000  
   Interest, net    22,000    259,000    53,000    334,000  
                     
Six months ended June 30, 1999:                      
   Revenue    1,207,000    2,697,000    —    3,904,000  
   EBITDA    (91,000 )  462,000    (13,000 )  358,000  
   Assets    1,581,000    6,180,000    18,788,000    26,549,000  
   Depreciation and amortization    215,000    331,000    22,000    568,000  
   Interest, net    93,000    218,000    391,000    702,000  
 

F-9

USA BIOMASS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of June 30, 2000
For the Six Month Periods Ended June 30, 2000 and 1999

4.      Acquisition of American Waste Transport

             In March 2000, the Company agreed to acquire substantially all of the outstanding shares of American West Transport (“AWT”) for cash in the amount of $750,000.00 and up to one million shares of the Company’s common stock, subject to certain contingencies and the resolution of certain pending issues which related to the acquisition value of AWT. AWThas failed to perform its obligations as specified in the acquisition agreement. Moreover, management of the Company believes that certain material facts, not disclosed to the Company prior to the acquisition, materially and adversely affect the acquisition value of AWT. Based upon AWT’s failure to disclose material information to the Company and AWT’s failure to perform its obligations as specified in the acquisition agreement, management of the company has determined that it is in the best interests of the Company to cancel those 1,000,000 shares of the Company’s common stock which were issued but which are being held in escrow. Fred and Linda Alexander have filed a complaint against the Company in U.S. District Court alleging violation of Federal Securities Law, the California Corporation Code, fraud, breaches of contract and wrongful termination. The Company intends to vigorously defend this action and file a cross complaint against the Alexanders.

             The following unaudited pro forma consolidated results of operations are presented as if the acquisition of AWT had taken place at January 1, 2000 and 1999.

Six month period Ended
June 30,
2000 1999
Revenue   $ 10,474,000   $ 10,383,000  
Net loss from continuing operations   $ 860,000   $ 773,000  
Net loss   $ 860,000   $ 773,000  

             The assets and liabilities of AWT included in the consolidated balance sheet at June 30, 2000 follows:

  
   
Current assets:       
   Cash   $ 31,000  
   Accounts receivable    1,106,000  
   Other current assets    636,000  
     Total current assets    1,773,000  
Property and equipment    6,806,000  
Goodwill    961,000  
Total assets   $ 9,540,000  
Current liabilities:       
   Accounts payable   $ 2,640,000  
   Line of credit    1,989,000  
   Capitalized leases and notes payable    1,431,000  
   Other current liabilities    610,000  
     Total current liabilities    6,670,000  
Capitalized leases and notes payable    2,516,000  
   9,186,000  
Equity    354,000  
Total liabilities and shareholders’ equity   $ 9,540,000  

5.      Sale of Series C Convertible Preferred Stock

             In March 2000, the Company issued 3,000 shares of its Series C Convertible Preferred stock at $1,000 per share. In conjunction with the offering, the Company issued warrants to purchase 100,000 shares of the Company’s common stock at $4.65 per share. The warrants may be exercised at any time until they expire on June 30, 2005.

F-10

USA BIOMASS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of June 30, 2000
For the Six Month Periods Ended June 30, 2000 and 1999

             The Series C Convertible Preferred shares may be converted at any time at $4.65 per share and provide for a 6% annual dividend rate. In addition, the Company is precluded from payment of dividends on or purchase of its common stock.

             A portion of the proceeds of this offering was used for the AWT acquisition described above and for the payment of dividends on the Series A Convertible Preferred stock. The remaining proceeds of this offering will be used for working capital.

F-11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

             The Company’s operations at June 30, 2000 included: (i) “clean green” waste processing and recycling (“biomass”) and (ii) contract waste transport services. During 1997, the Company’s focus shifted from agribusiness and land planning/development to biomass. Subsequently, in June 1998, the Company broadened its new focus to include solid waste transportation and developed a strategic alliance with Waste Management, Inc., formerly USA Waste Services (“Waste Management”). During the second half of 1998, in light of the Company’s strategic alliance with Waste Management and related existing and potential biomass and solid waste transportation opportunities, the Company’s Board of Directors determined that the Company’s shift in focus from agribusiness and land planning/development to solid waste transportation and biomass should be complete and permanent. Consequently, the Board of Directors approved the Company’s name change effective August 31, 1998 and subsequently, on December 22, 1998 adopted a Plan of Discontinued Operations (the “Plan”) pursuant to which the Company will discontinue its agribusiness and land planning/development activities and will focus on its solid waste transportation and biomass activities. In addition, on January 12, 1999, the Board of Directors approved a change in the Company’s fiscal year end to December 31.

             Implementation of the Plan has had a material impact on the presentation of the Company’s financial statements. All business activity, cash flows and net assets of these operations for the year ended December 31, 1999, and for the six months ended June 30, 2000 have been classified as discontinued operations, and the assets of these operations have been reduced to the lower of cost or net realizable value.

Results of Operations

             The Company’s continuing operations consist of solid waste transportation and biomass activities, which include green waste recycling. The Company has sold its unprofitable municipal tree maintenance operations in March 1999. The Company’s discontinued operations consist of agribusiness and land planning/development. A discussion of the material factors that affected the Company’s results of continuing operations and, where applicable, the results of its discontinued operations, are presented separately below.

Results of Continuing Operations

      Revenues:

             The Company’s revenues from continuing operations for the six months ended June 30, 2000, reflect exclusively its biomass activities and waste transport revenue, whereas revenues for the six months ended June 30, 1999, also reflect $363,000 of revenues from tree maintenance operations which were sold late in the first quarter, 1999. Revenues for the three months ended June 30, 2000 were $5,366,000, which included $3,070,000 of second quarter revenues from the acquisition of American Waste Transport (“AWT”) in March 2000, and were up significantly (192%) from $1,837,000 for the three months ended June 30, 1999. Overall, revenues for the six-months ended June 30, 2000 were $8,321,000, up 113% from revenues of $3,904,000 for the comparable prior six month period, which increase included $4,052,000 of revenue from AWT. The Company expects revenues to continue to increase in fiscal 2000 as the transportation division revenues grow both internally as new contracts are phased in, and as the Company expands its biomass operations, and from acquisitions, such as AWT.

      Cost of Revenues:

             Cost of revenues (excluding $521,000 of depreciation) of $4,602,000 for the three months ended June 30, 2000, were up $3,153,000 (216%) from $1,455,000 for the comparable three months period ending June 30, 1999, mainly from internal growth in biomass activities, and from the acquisition of AWT which generated a comparable 192% increase in revenues. This resulted in a gross profit from operations (excluding depreciation) of $764,000 (14%) compared to $382,000 (21%) for the prior year’s three month period. For the six months ending June 30, 2000 cost of revenues were $6,792,000, up $3,709,000 (120%) from the prior six month period, due largely from the AWT acquisition which resulted in revenues increasing 113% for the six month period. Overall, the six months ended June 30, 2000, generated a gross profit (before depreciation) of $1,529,000 (18%) compared to a gross profit (before depreciation) of $821,000 (21%) the prior six month period. Management expects margins to improve in

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future periods, as cost savings are realized through the elimination of duplicate facilities and personnel related to the AWT acquisition, which will be reflected in the third and fourth quarters.

      General and Administrative Expenses:

             For the three months ended June 30, 2000, total general and administrative expenses of $769,000 compared to $198,000 for the comparable three month period ending June 30, 1999, the 288% increase related to the acquisition of AWT which increased revenues by 192% for the quarter. For the six-months ended June 30, 2000, total general and administrative expense of $1,292,000 as compared to $863,000 the prior six month period, up 49% due to the acquisition of AWT, which resulted in revenues increasing 113% for the six month period.

      Settlement Gain:

             During the three months ended June 30, 2000, the Company realized a settlement loss of $2,000 based on proceeds received from the settlement of a lawsuit in late 1999. The total settlement gain for the six months ending June 30, 2000 was $157,000. There was no such gain in the comparable 1999 periods.

      Interest Expense, Net of Interest Income:

             For the three months ended June 30, 2000, interest expense, net of interest income was $193,000, a decrease of $374,000 (66%) from the comparable three month period ending June 30, 1999. For the six months ended June 30, 2000, interest expense was $334,000, compared to $702,000 for the comparable six month period ended June 30, 1999, the 52% decrease in interest due largely to the Company’s 42% reduction in debt during 1999.

      Results from Continuing Operations:

             For the three months ended June 30, the Company reported a loss from continuing operations of $721,000 compared to a net loss of $139,000 for the comparable three month period ending June 30, 1999, which prior period included a $400,000 credit for estimated remediation costs. For the six months ended June 30, 2000, the loss from continuing operations was $870,000, compared to $912,000 the comparable prior six month period ended June 30, 1999. The prior year’s loss was largely due to lower revenues not sufficient to absorb fixed costs, as the Company’s new biomass business was operating below capacity. Future operating results are expected to continue to improve as management eliminates duplicate facilities and personnel functions related to the AWT acquisition, which will be reflected in the third and fourth quarters.

      Results of Discontinued Operations:

             For the three months ended June 30, 2000, results from discontinued operations were zero, the same as the comparable three month period ending June 30, 1999, mainly due to the previous accrual of all operating losses for discontinued operations.

      Liquidity and Capital Resources:

             The Company’s overall financial condition as of June 30, 2000, as compared to December 31, 1999, has improved considerably with shareholders’ equity increasing over $2.7 million to $3.0 million, due primarily to the issuance of $3 million of new preferred stock which occurred in March 2000. During 1999, total debt was reduced by $8.3 million (42%) to $11.4 million, which has yielded significant interest savings. (The acquisition of AWT combined with the purchase of additional equipment did cause total debt to increase to $18.0 million at June 30, 2000.) In addition, revenues from expanding biomass operations increased 113% over the comparable prior six month period exceeding all of 1999’s revenues which were $7.6 million. This increase is largely due to the acquisition of AWT which, when consolidated with the Company, should generate revenues at the annual rate exceeding $18 million, and with improving margins, should generate adequate funds for operations. For example, for the six months ended March 31, 2000, EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) was $394,000 compared to $358,000 EBITDA the comparable prior six month period, a 10% increase. Margins are expected to continue to improve, as an estimated $l million of cost reductions are realized through the elimination of duplicate facilities and personnel functions related to the AWT acquisition. Moreover, USA Biomass now has a contractual backlog in place approximating $350 million with terms generally exceeding 10 years or longer, ensuring consistent revenue for future periods.

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             The Company’s current ratio, at .51 has not improved from .66 at December 31, 1999. This is primarily due to over $1.4 million of term notes becoming current in the first quarter, which the Company intends to refinance during 2000 including the expenditure of $1,000,000 for capital equipment. However, liquidity may improve during 2000 as a result of the following: (i) the intense management of cash flow; (ii) the Company is currently negotiating to significantly expand both senior and/or subordinated debt to fund working capital related to the Company’s large contract backlog; (iii) during 2000 the Company expects to liquidate all or a part of its $2.5 million agricultural property investment, (iv) the Company has tax-loss carry-forwards exceeding $22 million which can be applied to shelter future earnings thereby enhancing cash flow, and (v) the Company intends to, where appropriate, make acquisitions using its common stock for the generation of earnings and cash flow. It is for the foregoing reasons that the Company believes that its liquidity needs for the year 2000 will be sufficiently satisfied. Moreover, with its discontinued operations now partially liquidated, the Company has strategically positioned itself to profitably capitalize on the numerous opportunities now available in the biomass industry.

Year 2000 Compliance

             To date management of the Company believes that its software packages currently in use are Year 2000 compliant. Management does not expect that the financial impact of required modification to such software, if any, will be material to the Company’s financial position, cash flows or results of operations in any given year.

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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

             In December 1997, a judgment was entered against the Company and two of its officers, who are also shareholders. The Company has filed an appeal of this judgment.

             On April 5, 2000, a bank filed a lawsuit against the Company related to a deficiency pertaining to real property the bank foreclosed on in Texas which are part of its discontinued operations. The Company intends to vigorously defend against this lawsuit and believes that it has recorded its liability related thereto in its financial statement. Based on recent negotiations with the bank, the Company believes the matter will be completely settled during the fourth quarter and, in any event, the Company does not expect that this matter will have a material adverse effect on the Company’s financial condition or results of operations.

             Fred and Linda Alexander have filed a complaint against the Company in U.S. District Court alleging violation of Federal Securities Law, the California Corporation Code, fraud, breaches of contract and wrongful termination. The Company intends to vigorously defend this action and file a cross complaint against the Alexanders.

             The Company is not involved in any other pending legal proceedings other than legal proceedings occurring in the ordinary course of business. Such other legal proceedings in the aggregate are believed by management to be immaterial.

Item 2.   Change in Securities

             None.

Item 3.   Defaults Upon Senior Securities

             As of the date of filing this report, the Company is in arrears as to quarterly dividends on its Series A 9% Convertible Preferred Stock. The total amount of dividend arrearages was $692,447.

Item 4.   Submission of Matters to a Vote of Security Holders

             Not Applicable.

Item 5.   Other Information

             Not Applicable.

Item 6.   Exhibits and Reports on Form 8-K

        (a)  Exhibits.

 1  Not applicable
 2  Plan of Discontinued Operations (1)
 3.1  Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on March 10, 1988 (2)
 3.2  Certificate of Amendment of Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on December 21, 1988 (2)
 3.3  Certificate of Amendment of Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on March 21, 1989 (2)
 3.4  Certificate of Designations, Preferences and Relative Rights, Qualifications and Restrictions of the Series A 9% Convertible Preferred Stock of the Company filed with the Secretary of State of Delaware on May 13, 1994 (3)
 3.5  Certificate of Amendment of Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on February 24, 1997 (4)
 3.7  Bylaws of the Company, as amended (4)
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 4.1  Certificate of Designations, Preferences and Relative Rights, Qualifications and Restrictions of the Series C 6% Convertible Preferred Stock of the Company filed with the Secretary of State of Delaware on April 13, 2000 (9)
 4.2  Trust Indenture between the Company and First City Bank of Dallas (2)
 10.1  Stock Option Agreement dated July 2, 1990 between the Company and Fred H. Behrens (6)
 10.2  Stock Option Agreement dated July 2, 1990 between the Company and Robert A. Wright (6)
 10.3  Stock Option Agreement dated July 2, 1990 between the Company and Marlene A. Tapie (6)
 10.4  Stock Acquisition Agreement dated as of November 25, 1997 by and among Gus Franklin and Susan K. Franklin, the Company and TPE (1)
 10.5  Agreement Regarding Transportation Services dated as of June 8, 1998 by and between USA Waste of California, Inc., the Company and AMCOR Biomass, Inc. (1)
 10.6  Commercial Lease dated effective as of November 1, 1998 by and between Desert Mist Cooling and the Company (1)
 10.7  Securities Purchase Agreement dated March 14, 2000 by and between Siete Investors LLC, a Delaware limited liability company, and the Company, including Registration Rights Agreement as exhibit thereto (8)
 10.8  Agreement and Plan of Merger dated March 1, 2000 by and between Fred Alexander, Linda Alexander, AWT Acquisition Corp., AGI Acquisition Corp., American Waste Transport, Inc. and American Green Waste, Inc. (9)
 11  Statement re: Computation of Per Share Earnings (Loss) (5)
 21  Subsidiaries of the Company (7)
 27  Financial Data Schedule

        (b)  Reports on Form 8-K

             Form 8-K, for event dated January 12, 1999, incorporated herein by this reference as filed with the Commission on January 27, 1999, reporting on Item 8, Change in Fiscal Year, in connection with the Company’s Board of Directors’ decision to change the Company’s fiscal year from August 31 to December 31, commencing with the calendar year/fiscal year ended December 31, 1998.

             Form 8-K, for event dated March 1, 2000, incorporated herein by this reference as filed with the Commission on March 15, 2000, reporting on Item 2, Acquisition of Assets, in connection with the acquisition of 100% of the common stock of American Waste Transport, Inc. from Fred and Linda Alexander, non-affiliates of the Company.

             Form 8-K, for event dated April 8, 2000, incorporated herein by this reference as filed with the Commission on April 17, 2000, reporting on Item 5, Other Events, in connection with the grant of a leave of absence to Robert A. Wright from the service of the Company as president of the Company.

             Form 8-K, for event dated April 19, 2000, incorporated herein by this reference as filed with the Commission on April 20, 2000, reporting on Item 5, Other Events, in connection with the filing of a pro forma balance sheet at February 29, 2000, to exhibit the Company’s compliance with the NASDAQ net tangible equity requirement for continued listing on the Small Cap Quotation Service.

______________

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SIGNATURES

             Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Long Beach, State of California.





      USA BIOMASS CORPORATION
a Delaware corporation


Date: November 20, 2000   By:   /s/ Lance B. Jones
    
     Lance B. Jones
Its: Chief Executive Officer




     


  By:   /s/ Eugene W. Tidgewell
    
     Eugene W. Tidgewell
Its: Chief Financial Officer



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