WASTE TECHNOLOGY CORPORATIONTABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION................................................3 ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of January 31, 2008, and October 31, 2007.............................3 Condensed Consolidated Statements of Operations for the three months ended January 31, 2008 and 2007.......................4 Condensed Consolidated Statements of Changes in Stockholders' Equity for the period from October 31, 2007 to January 31, 2008................................................5 Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2008 and 2007.......................6 Notes to Condensed Consolidated Financial Statements.........................................................7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS...................................10 ITEM 3. CONTROLS AND PROCEDURES..............................13 PART II. OTHER INFORMATION...................................................13 ITEM 1. LEGAL PROCEEDINGS....................................13 ITEM 5. OTHER INFORMATION....................................14 ITEM 6. EXHIBITS.............................................14 SIGNATURES...................................................................15 WASTE TECHNOLOGY CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED <TABLE><CAPTION> January 31, October 31, 2008 2007 ------------ ------------ ASSETS Current Assets: <S> <C> <C> Cash and cash equivalents $ 1,504,283 $ 1,264,782 Accounts receivable, net of allowance for doubtful accounts of $30,000 in 2008 and 2007 832,644 581,886 Inventories 1,676,160 2,205,160 Prepaid expense and other current assets 58,881 59,888 ------------ ------------ Total current assets 4,071,968 4,111,716 Property, plant and equipment, at cost: 2,216,196 2,223,748 Less: accumulated depreciation 1,438,493 1,431,130 ------------ ------------ Net property, plant and equipment 777,703 792,618 Other assets: Restricted cash 224,100 224,100 Other assets 22,261 24,860 Due from former Director 49,057 51,842 ------------ ------------ Total other assets 295,418 300,802 TOTAL ASSETS $ 5,145,089 $ 5,205,136 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Revolving promissory note $ 5,654 $ 5,654 Current maturities of long term debt 36,666 35,886 Accounts payable 554,217 774,372 Accrued liabilities 499,254 488,110 Accrued payroll and commissions 72,815 131,647 Current portion of deferred compensation 67,000 67,000 Customer deposits 507,352 919,755 ------------ ------------ Total current liabilities 1,742,958 2,422,424 Long Term Debt 135,015 144,479 Deferred compensation, net of current portion 219,357 231,262 ------------ ------------ Total liabilities 2,097,330 2,798,165 Stockholders' equity: Preferred stock, par value $.0001, 10,000,000 shares authorized, none issued -- -- Common stock, par value $.01, 25,000,000 shares authorized; 6,179,875 shares issued in 2008 and 2007 61,799 61,799 Additional paid-in capital 6,347,187 6,347,187 Accumulated deficit (2,679,417) (3,320,605) ------------ ------------ 3,729,569 3,088,381 Less: Treasury stock, 1,245,980 shares in 2008 and 2007, at cost (681,410) (681,410) ------------ ------------ Total stockholders' equity 3,048,159 2,406,971 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,145,489 $ 5,205,136 ============ ============ </TABLE> See accompanying notes to condensed consolidated financial statements. 3 WASTE TECHNOLOGY CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED <TABLE><CAPTION> Three months ended: January 31, January 31, 2008 2007 ----------- ----------- <S> <C> <C> Net Sales $ 3,607,053 $ 1,806,663 Cost of Sales 2,596,638 1,532,859 ----------- ----------- Gross Profit 1,010,415 273,804 Operating Expense: Selling Expense 131,409 124,554 Administrative Expense 235,384 187,369 ----------- ----------- Total Operating Expense 366,793 311,923 Operating Income 643,622 (38,119) Other Income (Expense): Interest Income 8,908 3,278 Interest Expense (6,031) (3,929) Other Income 7,689 3,090 ----------- ----------- Total Other Income (Expense) 10,566 2,439 Income Before Income Taxes 654,188 (35,680) Income Taxes 13,000 -- ----------- ----------- Net Income $ 641,188 $ (35,680) =========== =========== Basic income per share $ 0.13 $ (0.01) Diluted income per share 0.13 (0.01) Weighted average number of shares outstanding - Basic 4,933,895 4,933,895 - Diluted 5,118,106 4,933,895 </TABLE> See accompanying notes to condensed consolidated financial statements. 4 WASTE TECHNOLOGY CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED JANUARY 31, 2008 UNAUDITED <TABLE><CAPTION> Common Stock Treasury Stock ------------------------- ------------------------- NUMBER ADDITIONAL NUMBER TOTAL OF SHARES PAR PAID-IN ACCUMULATED OF STOCKHOLDERS' ISSUED VALUE CAPITAL DEFICIT SHARES COST EQUITY ----------- ----------- ----------- ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at October 31, 2007 6,179,875 61,799 6,347,187 (3,320,605) 1,245,980 (681,410) 2,406,971 Net Income 0 0 0 641,188 0 0 641,188 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at January 31, 2008 6,179,875 $ 61,799 $ 6,347,187 $(2,679,417) 1,245,980 $ (681,410) $ 3,048,159 =========== =========== =========== =========== =========== =========== =========== </TABLE> See accompanying notes to condensed consolidated financial statements. 5 WASTE TECHNOLOGY CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED <TABLE><CAPTION> For the Three Months Ended January 31, January 31, 2008 2007 ----------- ----------- <S> <C> <C> Cash flow from operating activities: Net income $ 641,188 $ (35,680) Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 23,199 37,754 Gain on sale of equipment (600) -- Changes in operating assets and liabilities: Accounts receivable (250,758) 262,678 Inventories 529,000 (635,000) Prepaid expenses and other current assets 1,007 2,515 Accounts payable (220,155) 42,525 Accrued liabilities and deferred compensation (59,593) (110,341) Customer deposits (412,403) (33,879) ----------- ----------- Net cash provided by (used in) operating activities 250,885 (469,428) Cash flows from investing activities: Proceeds from notes receivable from former Director 2,785 2,623 Proceeds from sale of equipment 600 -- Purchase of property and equipment (6,085) (46,138) ----------- ----------- Net cash used in investing activities (2,700) (43,515) Cash flows from financing activities: Net drawings from revolving promissory note -- 450,000 Repayments of long term debt (8,684) -- ----------- ----------- Net cash (used in) provided by financing activities (8,684) 450,000 Net increase (decrease) in cash and cash equivalents 239,501 (62,943) Cash and cash equivalents at beginning of period 1,264,782 341,250 ----------- ----------- Cash and cash equivalents at end of period $ 1,504,283 $ 278,307 =========== =========== Supplemental schedule of disclosure of cash flow information: Cash paid during year for: Interest $ 3,832 $ 3,929 Income taxes $ 5,100 -- </TABLE> See accompanying notes to condensed consolidated financial statements. 6 WASTE TECHNOLOGY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Nature of Business: Waste Technology Corporation (the Company) is a manufacturer of baling equipment which is fabricated from steel and utilize hydraulic and electrical components to compress a variety of materials into bales for easier handling, shipping, disposal, storage, and for recycling. Materials commonly baled include scrap metal, corrugated boxes, newsprint, aluminum cans, plastic bottles, and other solid waste. More sophisticated applications include baling of textile materials, fibers and synthetic rubber. The Company offers a wide variety of balers, standard models as well as custom models to meet specific customer requirements. The Company's customers include recycling facilities, paper mills, textile mills, and companies which generate the materials for baling and recycling. The Company sells its products worldwide with 10% to 35% of its annual sales outside the United States. 2. Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B. Accordingly, they do not include all of the information footnotes required by United States generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended January 31, 2008 are not necessarily indicative of the results that may be expected for the year ending October 31, 2008. The accompanying consolidated condensed balance sheet as of October 31, 2007 was derived from the audited consolidated financial statements as of October 31, 2007. For further information, refer to the Company's Annual Report on Form 10-KSB for the year ended October 31, 2007, and the Management Discussion and Analysis or Plan of Operations included in this Form 10-QSB. 3. Summary of Significant Accounting Policies: (a) Principles of Consolidation: The accompanying condensed consolidated financial statements include the accounts of Waste Technology Corporation and its wholly owned subsidiary. Intercompany balances and material intercompany transactions have been eliminated in consolidation. 7 (b) Revenue Recognition: The Company recognizes revenue when products are shipped and the customer takes ownership and assumes the risk of loss. Parts sales are approximately 15% of total sales. The Company recognizes revenue from repair services in the period in which the service is provided. (c) Basic and Diluted Income Per Share: Basic income per share is calculated using the weighted average number of common shares outstanding during each period. Diluted income 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 as they would be antidilutive. The dilutive impact of options outstanding was 184,211 and 159,639 shares at January 31, 2008 and October 31, 2007. (d) Warranties and Service Warranty parts shipments and warranty service repairs are expensed as they occur and the Company maintains an accrued liability for expected warranty claims. 4. Related Party Transactions: The Company has a note receivable from its former president and director totaling $63,895 and $66,680 at January 31, 2008 and October 31, 2007, respectively. Interest accrues at the rate of 6% per annum. The Company has an agreement with the former president and director of the Company for deferred compensation payments. The Company will make payments with a present value of $286,357, payable over the next five years. A portion of the payments will be used to repay the outstanding note receivable discussed above. LaRita Boren and Leland E. Boren, both shareholders and directors of the Company, are the owners of Avis Industrial Corporation (Avis). Together the Borens own 53.6% of the outstanding shares of the Company. Avis owns 100% of American Baler Company, a competitor of the Company's International Baler Corporation. These baler companies operate independent of each other. In the quarter ending January 31, 2008 International Baler Corporation had equipment sales to American Baler Company totalling $86,025. These sales included types of products American Baler does not manufacture. These sales were made under the Company's normal dealer discount schedule. International Baler Corporation purchased no equipment or services from American Baler. 8 5. Inventories Inventories consisted of the following: January 31, 2008 October 31, 2007 ---------------- ---------------- Raw Materials $ 605,117 $ 688,113 Work in process 857,915 1,260,094 Finished Goods 213,128 256,953 ---------- ---------- $1,676,160 $2,205,160 ========== ========== 6. Debt In February 2007 the Company entered in to a $202,722 term loan agreement with First Guaranty Bank. This loan is for a period of five years with a fixed rate of interest of 8.5% and monthly payments of $4,172 which includes principal and interest. Collateral for this loan includes all assets of the Company. The balance outstanding was $171,681 and $180,365 at January 31, 2008 and October 31, 2007. The Company has a $1,000,000 line of credit agreement with First Guaranty Bank and Trust Company of Jacksonville. The line of credit allows the Company to borrow against the Company's property, plant and equipment. The line of credit bears interest at the prime rate plus one-half percent and has a term of three years expiring in March 2010. The line of credit had an outstanding balance of $5,654 at January 31, 2008 and October 31, 2007 and the unused line of credit was $994,346 at January 31, 2008. At January 31, 2008 the Company had a letter of credit totalling $224,100, expiring in July 2010, issued to a customer for warranty guarantees which is secured by restricted cash. 7. Income Taxes The Company has $13,000 of income tax expense related to alternative minimum tax. As of January 31, 2008, the Company' anticipated annual effective tax rate is two percent as it has a full valuation allowance against its deferred tax assets. As of January 31, 2008, the Company has approximately $1,394,000 of net operating loss carry-forwards for tax purposes, which expire in years 2016 through 2026. Management continues to evaluate all positive and negative evidence, including sources of projected future taxable income and the consistency of net operating income. The necessity of a full or partial valuation allowance will continue to be evaluated each quarter as the results from future operations continue to support the projections. The Company adopted the provisions of FIN 48 on November 1, 2007, which had no impact to the Company's results of operations or financial position. 9 8. Stock-Based Compensation The Company accounts for its stock based compensation under FASB Statement No. 123(R), Share-Based Payment (Statement 123 (R)). In June 2002, the Company granted 250,000 nonqualified stock options to purchase shares of the Company's common stock. These options, which vested immediately, have an exercise price of $0.30 and a term of 10 years. The options or shares purchased thereunder may be registered pursuant to the Securities Act of 1933. The Company has no remaining authorized shares available for grant under existing stock option plans. As of January 31, 2008, the Company has no options outstanding under previously authorized plans. The outstanding stock options at January 31, 2008 have a remaining contractual term of five years. As all options are fully vested, there is no impact to net income for the three months ended January 31, 2008. Statement 123(R) also requires that excess tax benefits related to stock option exercises be reflected as financing cash inflows. There were no stock options exercised during the three months ended January 31, 2008. 9. Commitments and Contingencies The Company in the ordinary course of business, is subject to claims made under, and from time to time are named as defendants in legal proceedings relating to, the sales of its products. The Company believes that the reserves reflected in its condensed consolidated financial statements are adequate to pay losses and loss adjustment expenses which may result from such claims and proceedings; however, such estimates may be more or less than the amount ultimately paid when the claims are settled. At January 31, 2008, the Company had a letter of credit totalling $224,100 issued for warranty guarantees, which is secured by restricted cash. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Results of Operations: Three Month Comparison In the first quarter ending January 31, 2008, the Company had net sales of $3,607,053 compared to net sales of $1,806,663 in the first quarter of fiscal 2007. The higher sales were the result of improved market conditions and the new orders received in the fourth quarter of 2007 versus the fourth quarter of 2006. Shipments in the first quarter of fiscal 2008 included four rubber baler systems, two to customers in China and two in the United States and five larger two-ram balers. The Company had net income of $641,188 in the first quarter of fiscal 2008 compared to a net loss of $35,680 in the first quarter of fiscal 2007. Gross profit margin in the quarter was 28.0% versus 15.2% in the first quarter of fiscal 2007. The higher net income and gross margin improvement was the result of the higher shipments in the current quarter than in the prior year first quarter. Selling and administrative expenses increased by $54,870 in the current quarter versus the first quarter of the prior fiscal year. In July of 2007 the Company hired a consultant, Mr. Greg Kirkpatrick, for the purpose of improving the Company's manufacturing operations. Mr. Kirkpatrick was named "Acting President" in September 2007. The Cost of this professional service and related expense to the Company was approximately $48,000 in the first quarter of fiscal 2008. Mr. Kirkpatrick completed his consulting project and left the Company in December of 2007. 10 The Company has $13,000 of income tax expense related to alternative minimum tax. Management continues to evaluate all positive and negative evidence, including sources of projected future taxable income and the consistency of net operating income. The necessity of a full or partial valuation allowance will continue to be evaluated each quarter as the results from future operations continue to support the projections. Although no assurances can be given, the Company believes that it will equal or exceed the results of the prior fiscal year due to the improved market conditions and higher level of shipments in the first quarter of the current year. The sales order backlog was approximately $2,347,000 at January 31, 2008 as compared to $2,891,000 at January 31, 2007. Financial Condition: Net working capital at January 31, 2008 was $2,329,010 as compared to $1,689,292 at October 31, 2007. The decrease in inventories was the result of the shipment of the four rubber balers in November 2007. The Company currently believes that it will have sufficient cash flow to be able to make the balance of all installment payments and fund other operating activities for the next twelve months. The Company has a line of credit with First Guaranty and Trust Company of Jacksonville with a credit limit of $1,000,000. The interest rate on the line of credit is one-half percent above the prime rate and has a remaining term of three years expiring in March 2010. At January 31, 2008 the line of credit had an outstanding balance of $5,654. In February 2007 the Company entered in to a $202,722 term loan agreement with First Guaranty Bank. This loan is for a period of five years with a fixed rate of interest of 8.5% and monthly payments of $4,172 which includes principal and interest. The remaining balance of this loan was $171,681 at January 31, 2008. Collateral for this loan includes all assets of the Company. 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. Inflation The costs of the Company and its subsidiary are subject to the general inflationary trends existing in the general economy. The Company believes that expected pricing by its subsidiaries for its products will be able to include sufficient increases to offset any increase in costs due to inflation. Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to changes in interest rates as a result of its financing activities, including its borrowings on the revolving line of credit facility. Based on the current level of borrowings, a change in 11 interest rates is not expected to have a material effect on operations or financial position. Recently Issued Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." "SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 becomes effective for fiscal years beginning after November 15, 2007, which is the Company's 2009 fiscal year beginning on November 1, 2008. The Company continues to evaluate the impact of SFAS No. 157 on its consolidated financial statements, but at this time does not expect the potential impact of adopting this standard to have a material effect on the Company's financial position, results of operations or cash flows. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115. "SFAS No. 159 permits companies to measure many financial instruments and certain other items at fair value at specified election dates. Unrealized gains and losses on these items will be reported in earnings at each subsequent reporting date. The fair value option may be applied instrument by instrument (with a few exceptions), is irrevocable and is applied only to entire instruments and not to portions of instruments. This new standard becomes effective for fiscal years that begin after November 15, 2007, which is the Company's 2009 fiscal year beginning on November 1, 2008. The Company continues to evaluate the impact of SFAS No. 159 on its consolidated financial statements. In December 2007, the FASB issued FASB Statement No. 141R, Business Combinations (Statement 141R) and FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements an amendment to ARB No. 51 (Statement 160). Statements 141R and 160 require most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at "full fair value" and require noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. Both Statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. Statement 141R will be applied to business combinations occurring after the effective date. Statement 160 will be applied prospectively to all noncontrolling interests, including any that arose before the effective date. The Company is currently evaluating the impact of adopting Statement 141R and Statement 160 on its results of operations and financial position. 12 ITEM 3. CONTROLS AND PROCEDURES Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, and under the supervision and with the participation of the management, including the Company's Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the design and operation of these disclosure controls and procedures. Based on this evaluation and subject to the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting. As part of a continuing effort to improve the Company's business processes management is evaluating its internal controls and may update certain controls to accommodate any modifications to its business processes or accounting procedures. Changes in Internal Control over Financial Reporting There have been no changes in internal control, or in factors that could materially affect internal controls, subsequent to the date the Company's Chief Executive Officer and Chief Financial Officer completed his evaluation. 13 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Except as described hereafter, the Company is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company which would have a result materially adverse to the Company. To the knowledge of management, no director, executive officer or affiliate of the Company or owner of record or beneficially owned interest of more than 5% of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding. ITEM 5. OTHER INFORMATION On February 19, 2008 the Board of Directors named Mr. Roger Griffin as President and Chief Executive Officer of Waste Technology Corporation effective February 19, 2008. Mr. Griffin joined the Company with more than 14 years of manufacturing experience. He was most recently Vice President of Operations at Shaefer Interstate Railing and before that in management at Dana Corporation. ITEM 6. EXHIBITS The following exhibits are submitted herewith: Exhibit 31.1 Certification of Roger Griffin, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a). 31.2 William E. Nielsen, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a). Exhibit 32.1 Certification of Roger Griffin, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 William E. Nielsen, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 14 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned there unto duly authorized. Dated: March 10, 2008 WASTE TECHNOLOGY CORPORATION BY: /s/ Roger Griffin ------------------------------- Roger Griffin Chief Executive Officer BY: /s/ William E. Nielsen ------------------------------- William E. Nielsen Chief Financial Officer 15 </TEXT> </DOCUMENT>