1
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1995
Commission File Number 0-14881
[LOGO]
WASTE RECOVERY, INC.
"Making Waste A Resource"
-------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
State of Texas 75-1833498
- ------------------------------------- ---------------------------------
(State or Other Jurisdiction of (I.R.S Employer Identification #)
Incorporation or Organization)
309 S. Pearl Expressway, Dallas, Texas 75201
- --------------------------------------- ----------
Address of Principal Executive Offices (Zip Code)
Registrant's telephone number, including area code
(214) 741-3865
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding twelve 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 ninety days.
X
--- ---
Yes No
On November 13, 1995 there were 10,607,979 shares of Common Stock outstanding.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WASTE RECOVERY, INC.
Consolidated Balance Sheets
Assets September 30, 1995 December 31, 1994
------ ------------------ -----------------
(unaudited)
Current assets:
Cash and cash equivalents $ 852,134 $ 261,118
Accounts receivable, less allowance for doubtful accounts of
$26,852 and $25,000, respectively 2,009,687 1,919,004
Receivable from Affiliate (note 3) 644,647 --
Notes and other receivables 116,456 514,816
Inventories (note 4) 929,305 800,805
Deferred income taxes 425,793 447,543
Other current assets 290,570 243,765
------------ -------------
Total current assets 5,268,592 4,187,051
------------ -------------
Property, plant and equipment 11,427,821 9,442,172
Less accumulated depreciation 6,711,625 6,103,133
------------ -------------
Net property, plant and equipment 4,716,196 3,339,039
------------ -------------
Investment in Waste Recovery - Illinois 537,368 335,035
Restricted cash and cash equivalents 536,721 506,521
Industrial revenue bond issuance costs, less accumulated
amortization of $129,211 and $101,786, respectively 199,122 226,547
Goodwill, net of amortization of $25,862 (note 5) 508,922 -
Other assets 127,870 150,884
------------ -------------
1,910,003 1,218,987
------------ -------------
$ 11,894,791 $ 8,745,077
============ =============
See accompanying notes to consolidated financial statements.
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WASTE RECOVERY, INC.
Consolidated Balance Sheets, continued
Liabilities and Stockholders' Equity September 30, 1995 December 31, 1994
- ------------------------------------ ------------------ -----------------
(unaudited)
Current liabilities:
Notes payable $ 43,418 $ 170,915
Convertible subordinated debentures (note 8) 535,000 --
Current installments of long-term debt (note 6) 555,734 224,683
Current installments of capital lease obligations (note 6) 75,079 111,327
Accounts payable 1,891,954 2,318,365
Accrued wages and payroll taxes 233,990 374,881
Other accrued liabilities 424,988 283,502
Deferred revenue (note 3) 337,500 --
------------ --------------
Total current liabilities 4,097,663 3,483,673
Long-term debt, excluding current installments (note 6) 3,590,529 3,065,447
Note payable 139,573 --
Convertible subordinated debentures (note 8) -- 800,000
Obligations under capital leases, excluding
current installments (note 6) 133,896 137,138
------------ --------------
Total liabilities 7,961,661 7,486,258
Stockholders' equity (notes 7 and 8):
Cumulative preferred stock, $1.00 par value, 250,000
shares authorized, 203,580 issued and outstanding in
1995 and 1994 (liquidating preference $ 13.73 per share,
aggregating $ 2,795,710) 203,580 203,580
Preferred stock, $1.00 par value, authorized and unissued
9,750,000 shares in 1995 and 1994 -- --
Common stock, no par value, authorized 30,000,000 shares;
10,711,739 and 7,137,143 shares issued and outstanding
in 1995 and 1994, respectively 407,800 407,800
Additional paid-in capital 13,253,561 10,753,402
Accumulated deficit (9,857,931) (10,032,083)
------------ --------------
4,007,010 1,332,699
Treasury stock, at cost, 103,760 common shares (73,880) (73,880)
------------ --------------
Total stockholders' equity 3,933,130 1,258,819
------------ --------------
$ 11,894,791 $ 8,745,077
============ ==============
See accompanying notes to consolidated financial statements.
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WASTE RECOVERY, INC.
Consolidated Statements of Operations
Three Months Ended September 30,
--------------------------------------
1995 1994
--------- --------
(unaudited) (unaudited)
Tire-derived fuel sales $ 254,729 $ 363,230
Disposal fees, hauling and other revenue 3,279,874 2,846,752
------------- -------------
Total revenues 3,534,603 3,209,982
Operating expenses 2,302,847 2,377,486
------------- -------------
1,231,756 832,496
General and administrative expenses 884,731 502,008
Depreciation and amortization 416,160 165,695
------------- -------------
(69,135) 164,793
------------- -------------
Other income (note 3) 324,775 76,688
Interest income 27,174 5,664
Interest expense (118,885) (104,616)
Equity in income from partnership operations 505 --
------------- -------------
233,569 (22,264)
------------- -------------
Net income before income taxes 164,434 142,529
Provision for income taxes 21,750 6,000
------------- -------------
Net income $ 142,684 $ 136,529
============= =============
Undeclared cumulative preferred stock dividends $ 35,919 $ 35,919
============= =============
Net income available to common shareholders $ 106,765 $ 100,610
============= =============
Net income per common share (note 7) $ .01 $ .01
============= =============
Weighted average number of common and dilutive
common equivalent shares outstanding 11,241,983 8,596,611
============= =============
See accompanying notes to consolidated financial statements.
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WASTE RECOVERY, INC.
Consolidated Statements of Operations
Nine Months Ended September 30,
-------------------------------------
1995 1994
----------- -----------
(unaudited) (unaudited)
Tire-derived fuel sales $ 752,089 $ 928,528
Disposal fees, hauling and other revenue 9,203,883 7,620,429
Total revenues 9,955,972 8,548,957
Operating expenses 6,931,387 6,089,460
------------ -------------
3,024,585 2,459,497
General and administrative expenses 1,734,083 1,421,817
Depreciation and amortization 1,092,467 485,485
------------ -------------
198,035 552,195
------------ -------------
Other income (note 3) 362,520 80,339
Interest income 42,039 10,869
Interest expense (350,342) (295,877)
Equity in income from partnership operations (56,350) -
------------ -------------
(2,133) (204,669)
------------ -------------
Net income before income taxes 195,902 347,526
Provision for income taxes 21,750 15,000
------------ -------------
Net income $ 174,152 $ 332,526
============ =============
Undeclared cumulative preferred stock dividends $ 106,585 $ 106,582
============ =============
Net income available to common shareholders $ 67,567 $ 225,944
============ =============
Net income per common share (note 7) $ .01 $ .03
============ =============
Weighted average number of common and dilutive
common equivalent shares outstanding 9,247,134 7,209,143
============ =============
See accompanying notes to consolidated financial statements.
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WASTE RECOVERY, INC.
Consolidated Statements of Cash Flows
Nine Months Ended September 30,
-------------------------------
1995 1994
---- ----
(unaudited) (unaudited)
Cash flows from operating activities:
Net income $ 174,152 $ 332,526
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Deferred income taxes 21,750 --
Depreciation and amortization 1,092,467 864,661
Interest imputed on discounted note payable 4,502 --
Earnings from Partnership development fee (412,500) --
Equity in loss from partnership operations 56,350 --
Stock compensation awarded to Directors 12,000 --
Changes in assets and liabilities:
Accounts receivable 185,786 (654,130)
Inventories (759,431) (615,084)
Other current assets (33,495) (95,681)
Other assets 19,899 (94,204)
Accounts payable (518,521) 585,881
Accrued liabilities 14,204 (27,721)
------------- -------------
Net cash provided (used) by operating activities (142,837) 296,248
------------- -------------
Cash flows from investing activities:
Cash placed in restricted accounts (30,200) (225,600)
Receivable from Affiliate (59,274) --
Proceeds received on notes and other receivables 408,204 --
Purchase of Domino Salvage, Tire Division, Inc., --
net of cash received of $16,165 (151,441) --
Purchases of property, plant and equipment (1,328,987) (372,664)
------------- -------------
Net cash used by investing activities (1,161,698) (598,264)
------------- -------------
Cash flows from financing activities:
Proceeds from issuance of notes payable 69,034 206,784
Proceeds from issuance of long-term debt 88,230 800,000
Repayment of notes payable (196,531) (158,781)
Repayment of long-term debt (169,678) (80,601)
Repayment of capital lease obligations (100,712) (121,662)
Net proceeds from issuance of common stock 2,205,208 155,795
------------- -------------
Net cash provided by financing activities 1,895,551 801,535
------------- -------------
Net increase in cash and cash equivalents 591,016 499,519
Cash and cash equivalents at beginning of period 261,118 139,964
------------- -------------
Cash and cash equivalents at end of period $ 852,134 $ 639,483
============= =============
See accompanying notes to consolidated financial statements.
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WASTE RECOVERY, INC.
Notes to Consolidated Financial Statements
September 30, 1995
Note 1. Adjustments
The financial information presented as of any date other than December 31
has been prepared from the books and records without audit. Financial
information as of December 31 has been derived from the audited financial
statements of the Company, but does not include all disclosures required by
generally accepted accounting principles. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial information for the periods indicated, have
been included. The results of operations for the nine months ended September
30, 1995, are not necessarily indicative of operating results for the entire
year. For further information regarding the Company's accounting policies,
refer to the consolidated financial statements and related notes included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1994.
Note 2. Policies
The Company assesses the recoverability of goodwill by determining whether
the amortization of the asset balance over its remaining life can be recovered
through undiscounted future operating cash flows of the acquired operation.
The amount of impairment, if any, is measured based on the estimated fair value
of the operation.
Note 3. Receivable from Affiliate
At September 30, 1995, Waste Recovery - Illinois (the "Partnership) owes a
$750,000 development fee to the Company and the Company owes $105,353 to the
Partnership for inter-company transactions. Per the Partnership Agreement, at
the completion and successful operation of the two Illinois plants, the Company
is to be paid a $750,000 fee for the development of these plants; $500,000 of
this fee must be escrowed, as defined. The plants were completed and
operational at September 30, 1995, and upon formal written sign-off by the
majority interest partner, the fee will be paid to the Company. Fifty-five
percent of this fee, representing the percentage of the Partnership not owned
by the Company, is being recognized in income for the nine months ending
September 30, 1995. The remaining 45% has been recorded as deferred revenue to
be recognized such that it will offset the Company's interest in the excess
depreciation expense recorded by the Partnership related to this portion of the
plant cost.
Note 4. Inventories
The components of inventories are as follows:
September 30, 1995 December 31, 1994
------------------ -----------------
Finished Inventory $ 331,682 $ 303,764
Work-In-Process 157,176 171,176
Parts Inventory 440,447 325,865
---------- ----------
$ 929,305 $ 800,805
========== ==========
During the nine months ended September 30, 1995, the Company transferred
$258,683 in tire-derived fuel inventory, at cost, to Waste Recovery - Illinois.
This noncash transaction decreased inventories and increased WRI's investment
in the Partnership.
Note 5. Acquisition
On March 21, 1995, WRI acquired 100% of the outstanding stock of Domino
Salvage, Tire Division, Inc., (Domino), a scrap tire recycling company located
in Conshohocken, Pennsylvania, a suburb of Philadelphia. WRI purchased Domino
for $800,000 with an initial cash payment of $100,000; an additional $50,000 is
due, pending certain obligations. The remaining debt bears interest at the
rate of 1% over prime, interest is payable annually, and the note is secured by
assets and the stock of Domino. Future minimum payments of debt are $200,000
in 1996, $225,000 in 1997, and $225,000 in 1998.
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The acquisition was accounted for as a purchase and, accordingly, the purchase
price has been allocated to the assets acquired and liabilities assumed based
on estimated fair values at the date of acquisition. The results of operations
of Domino have been included in the Company's consolidated statements of
operations from the date of acquisition through September 30, 1995.
A summary of the assets acquired and liabilities assumed follows:
Current assets $ 146,295
Plant, property and equipment 650,765
Debt and notes payable (372,676)
Account payable and accrued liabilities (96,452)
-----------
$ 327,932
===========
The following unaudited pro forma summary presents the consolidated result
of the Company's operations as if the acquisition had occurred at the beginning
of the periods presented. The information does not purport to be indicative of
the results that actually would have been obtained if the operations were
combined during the periods presented, and is not intended to be a projection
of future results or trends.
For the nine months ended For the nine months ended
September 30, 1995 September 30, 1994
------------------ -------------------
Revenues $ 10,190,000 $ 9,200,000
============= ============
Net income $ 137,000 $ 275,000
============= ============
Earnings per share $ .01 $ .03
============= ============
The acquisition also includes a five-year employment agreement with the
former President and owner of Domino. The goodwill associated with this
acquisition is being amortized on a straight-line basis over ten years.
Note 6. Debt
During the nine months ended September 30, 1995, the Company financed
$88,230 of additional term debt and $61,222 of capital lease obligations.
These obligations are payable in monthly payments over approximately five
years, have interest rates ranging from 14% - 15% per annum, and are
collateralized by trailers, office equipment and furniture.
Note 7. Preferred Stock Dividends
Cumulative preferred stock dividends in arrears were $759,909 at September
30, 1995. Net income or loss is adjusted by the effect of undeclared dividends
on preferred stock of $106,585 and $106,582 for the nine months ended September
30, 1995 and 1994, respectively, and by $35,919 and $35,919 for the three
months ended September 30, 1995 and 1994, respectively. The effect was to
decrease net income per common share by $.01 and $.01 for the nine months ended
September 30, 1995 and 1994, respectively, and by $ .00 and $ .01 for the three
months ended September 30, 1995 and 1994, respectfully. Primary and fully
diluted earnings per share are the same in 1995 and 1994.
Note 8. Common Stock
The Company successfully completed its Rights Offering (Offering) on June
26, 1995. This Offering distributed nontransferable subscription rights to
eligible stockholders, as defined, to subscribe for the Company's common stock
at an offering price of $.75 per share. Shareholders were issued 3,238,857
shares through the Offering which generated net cash of $2,205,208. Proceeds
will be used to build wire recycling systems at each of the Company's current
facilities and to renovate the equipment at Domino. Any remaining proceeds
from this offering will be used for working capital purposes.
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Also during the second quarter, in conjunction with the Offering, $265,000
of subordinated debentures, plus accrued interest of $17,951, were converted at
the rate of $.875 per share into 323,373 shares of common stock. At September
15, 1995, the remaining debenture holders elected to convert interest due on
the debentures in the amount of $51,301 to 58,630 shares of common stock, which
will be issued at the earlier of conversion or maturity of the debentures.
Note 9: The registrant has no material pending legal proceedings.
Other notes have been omitted pursuant to Rule 10-01 (a)(5) of Regulation S-X.
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Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations
Waste Recovery, Inc., ("the Company") owns and operates plants in Houston,
Texas; Atlanta, Georgia; Portland, Oregon; and Conshohocken (Philadelphia),
Pennsylvania, the latter plant being owned by a subsidiary which was purchased
on March 21, 1995. Two new tire processing plants in central and southern
Illinois ("the Illinois facilities") began operations in September 1995. These
plants are owned by Waste Recovery - Illinois, a partnership ("WR - Illinois"),
in which the Company owns a 45% interest and is the managing partner. The
Company will operate the Illinois facilities in close coordination with its
national system and expand its presence in this region of the United States.
Regional services are coordinated from the operating bases mentioned above.
Operations encompass full service scrap tire disposal and the recycling of
tires to a supplemental fuel form. The Company generates revenue from scrap
tire disposal fees, from the hauling of scrap tires and from the sale of
tire-derived fuel (TDF). At the plants, scrap tires are converted and refined
into a high-BTU supplemental fuel, which is currently being sold primarily to
major domestic cement and paper manufacturers. As discussed below, the TDF
output of the Illinois facilities will initially be dedicated to use in
electrical power generating boilers of the Illinois Power Company.
To date the effects of inflation on the Company's operations have been
negligible.
General Comments
During the third quarter of 1995, the Company utilized a portion of the
proceeds from its Rights Offering, which was completed in the second quarter,
to provide for renovation and upgrading of the Pennsylvania facility, Domino
Salvage, Tire Division, Inc. (Domino). Domino will be fully operational and
producing TDF in the fourth quarter of this year; its TDF will be highly
marketable in the Northeastern United States.
The wire recycling systems, also financed by the Rights Offering, have been
ordered and are expected to be completed and placed in service in 1996.
Projected completion and installation dates are January 1996 for Houston, March
1996 for Atlanta, and May 1996 for Portland. The wire recycling systems will
allow the Company to reduce the production costs of TDF by approximately
one-third, thereby improving profit margins and cash flow.
As noted in the second quarter 1995 report, the State of Texas increased
our allocation for the months of July and August. As of September 1, 1995, the
State discontinued the allocation program and left a free market whereby tire
processors may process and receive payment for as much product as they are able
to process. Waste Recovery has been taking advantage of the change and was
able to generate approximately $265,000 in revenues from the Baytown facility
in September 1995. This compares to average monthly revenues of $165,000 for
the period from January through August 1995.
The tire pile abatement project for the State of West Virginia resumed
operations in August 1995 and will continue through December 1995, when the
project should be completed.
Results for the third quarter of 1995 were disappointing in that the
Company maintained a static percentage net income of $142,684 on revenues of
$3,534,603 as compared to net income of $136,529 on revenues of $3,209,982 in
the comparable period of 1994. Although revenues have increased 10% from the
comparable quarter of 1994, net earnings were affected by 1) approximately
$72,000 of losses from Domino, which is still in a renovation phase and much of
the facility is under construction, and 2) minimal earnings from the Illinois
facilities as Dupo was just getting on-line and Marseilles was being completed.
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Domino and the two Illinois facilities will be in full production during
the fourth quarter of 1995, which should allow the facilities to focus on their
revenues and tire flows. The two Illinois TDF plants, owned by WR - Illinois,
were financed by tax exempt industrial revenue bonds totaling $8.875 million
and supported by the Moral Obligation of the State of Illinois. In addition,
the Illinois Department of Energy and Natural Resources issued grants for these
facilities totaling $1 million. TDF output from the Illinois plants, a minimum
of 60,000 tons per year, is dedicated to fulfilling a purchase contract from
the Illinois Power Company. Management of WRI - Illinois is in the process of
increasing its disposal and hauling customer base and procuring additional
customers for its TDF.
Results of Operations
Third Quarter Ended September 30, 1995 Compared
with Third Quarter Ended September 30, 1994
Total revenue for the third quarter of 1995 was 10% higher than for the same
period in 1994. Revenues continued to increase during this third quarter of
1995 from disposal fees, hauling and other revenues as the Atlanta facility
came on strong. Also, Houston was also able to benefit in August from the
increase in the state allocation and in September by the removal of the state
allocation. The Houston fire occurred during the third quarter of 1994 and no
revenues were generated from August 7, 1994 until mid-December 1994 by this
facility. The large tire pile abatement project for the State of West Virginia
only contributed revenues of $476,000 to this three-month period compared to
$850,000 for the same period in 1994.
Operating expenses for the third quarter of 1995 were 65% of revenues, down
from a level of 74% of revenues for the third quarter of 1994. During 1994,
the third quarter was a high volume period for the West Virginia clean-up site
which drove up operating expenses. During 1995, the Company's overall tire
flow has a growing customer base, which is partially fueled by the population
growth in the Northwest region. Domino incurred an operating loss and required
an additional infusion of operating capital as capital additions are currently
being performed to prepare the plant for ongoing operations.
General and administrative expenses increased slightly over 70% from the third
quarter of 1994 to the third quarter of 1995. Increases in general
administrative expenses are primarily due to higher insurance premiums and
claims, professional fees incurred in working with the governments in Texas and
Oregon, and salaries and related benefits associated with higher levels of
operating and expansion activities.
Depreciation and amortization expense continue to become more significant
costs as the fixed asset structure of the Company expands. Over $1.2 million
has been expended in property, plant and equipment additions for the nine
months ended September 30, 1995. Including the $800,000 of additions in 1994,
a significant amount of depreciable property has been added to the Company's
total assets. Also, approximately $11,000 per month is being depreciated on
Domino's plant and equipment, and $4,000 per month is being amortized for
goodwill, which was generated from the acquisition of Domino.
Interest expense for the third quarter of 1995 increased 14% from the amount
experienced in the third quarter of 1994 and is primarily due to the presence
of the remaining subordinated debentures and debt assumed with the acquisition
of Domino, neither of which were in existence during the third quarter of 1994.
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Results of Operations
Nine Months Ended September 30, 1995 Compared
with Nine Months Ended September 30, 1994
The table below summarizes the physical activity of the Company as well as
the basic revenue categories for the first nine months of the last three years:
Nine Months Ended September 30:
-------------------------------
1995 1994 1993
---- ---- ----
TDF Tons Sold ** 41,323 53,294 39,137
====== ====== ======
Passenger Tire Equivalents Received (Tons) 83,957 83,126 70,819
====== ====== ======
TDF Sales $ 752,089 $ 928,528 $ 826,508
=========== =========== ===========
Disposal and Hauling Fees $ 9,203,883 $ 7,620,429 $ 5,545,563
=========== =========== ===========
**Does not include the transfer of 7,500 tons of TDF from Houston to WR -
Illinois in 1995 which represents an additional investment in WR - Illinois;
does include almost 4,000 tons provided for engineering projects in the
Portland area.
Total revenues of $9,955,972 were 16% higher than for the same nine-month
period in 1994. This is attributed to significant increased disposal fees,
hauling and other revenues at Portland and Atlanta. Houston was also more
successful with the state allocation laws changing and being operational the
full nine months during 1995. TDF sales decreased 19% during this time due to
lower tonnage sales and an overall decrease in the average price per ton.
Operating expenses for the first nine months of 1995 increased 14% over the
same period during 1994. General and administrative expenses have increased
$312,000 over the first nine months of 1995, but, as a percent of total
revenues, have remained fairly constant. Depreciation and amortization expense
have increased significantly in 1995 for the reasons cited above, which relate
to the Domino acquisition and the general asset growth the Company as a whole
is experiencing.
Interest expense for 1995 has increased as discussed above for the third
quarter of 1995. New debt of approximately $150,000 in the second quarter and
$43,000 in the third quarter will cause interest to continue to rise slightly,
but at the point the debentures are converted to common stock, the related
interest will also end.
Financial Condition as of September 30, 1995
The Company continues to carry a positive working capital balance at
September 30, 1995 of $1.1 million. This is the result of proceeds from the
Rights Offering received during the second quarter, increased receivables from
the State of Texas (most of which were received in October 1995), and the
receivable from affiliate which was recorded in September 1995. Increases in
inventories are attributable to higher levels of TDF in Atlanta and Portland
and additional parts which have been required at the plants to enhance
maintenance capabilities. Included in current liabilities are the remaining
convertible subordinated debentures which mature, if not converted, in March
1996 and the deferred income portion of the receivable from affiliate, which
will be amortized to match pass-through depreciation expense from the
Partnership.
During this third quarter, the Company continued to benefit from the
success of our Rights Offering, and the continuing interest by the public in
Waste Recovery has provided management the source and means to grow the
Company. Implementation of the wire recycling systems will allow wire
extracted from the tires to be recycled, therefore eliminating the need to
incur disposal fees associated with this waste by-product. The Partnership has
begun to reap the benefit of producing a clean wire product which is marketable
as recycled steel, and Waste Recovery will soon be following suit. As
previously mentioned, this will significantly reduce TDF production costs. The
renovation of the Domino plant is nearing completion and will enable the
Company
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to immediately become active in the TDF market in the northeastern United
States, which the Company was instrumental in establishing. This will also
provide a means of improving cash flow at the Domino plant and move it towards
being self- supportive.
Although the Company is on a strong growth pattern, management still
remains sensitive to the risk that the Company will not have the financial
strength to take advantage of additional opportunities that could be
developing. The Company will apply for a relisting on the NASDAQ system when
the stock price reaches a higher level. The Company now meets the standards
for capital and surplus requirements and is putting forth efforts to satisfy
the minimum bid price. A relisting by NASDAQ would provide the Company greater
public exposure and generate more consistent interest in the success of its
on-going operations.
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on August 14, 1995, in
Dallas, Texas. The shareholders approved the election of directors, an
increase in shares available for issuance under WRI's 1989 Stock Plan for
Employees and limitation of individual grants thereunder, and the selection of
independent accountants as follows:
Withheld
Item For Authority Against Abstain
---- --- --------- ------- -------
Election of Directors:
Roger W. Cope 8,013,261 36,253 N/A N/A
Allan Shivers, Jr. 8,013,661 35,853 N/A N/A
Increase in Shares: 6,607,974 N/A 357,333 12,620
Selection of
Independent Accountants: 8,101,265 N/A 7,550 3,370
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.029 Form of Incentive Stock Option Agreement dated
as of June 29, 1995, for grants to executive officers
Thomas L. Earnshaw, Sharon K. Price, and Robert L.
Thelen (the Agreements are the same, except that
the first two pages vary).
10.030 Form of Non-qualified Stock Option Agreement
dated as of August 14, 1995, whereby options were
granted pursuant to the Company's 1992 Stock Plan for
Non-Employee Directors.
(b) Reports on Form 8-K
None
Item 27. Financial Data Schedule
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WASTE RECOVERY, INC.
DATE: November 13, 1995 /s/ THOMAS L. EARNSHAW
-----------------------
By: Thomas L. Earnshaw
President and Chief Executive Officer
(Principal Executive)
DATE: November 13, 1995 /s/ SHARON K. PRICE
--------------------
By: Sharon K. Price
Vice President of Finance
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.029 Form of Incentive Stock Option Agreement dated
as of June 29, 1995, for grants to executive officers
Thomas L. Earnshaw, Sharon K. Price, and Robert L.
Thelen (the Agreements are the same, except that
the first two pages vary).
10.030 Form of Non-qualified Stock Option Agreement
dated as of August 14, 1995, whereby options were
granted pursuant to the Company's 1992 Stock Plan for
Non-Employee Directors.
27 Financial Data Schedule