U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File Number: 0-6088
Earth Sciences, Inc.
(Name of small business issuer in its charter)
Colorado 84-0503749
(State of incorporation) (IRS Employer Identification No.)
910 12th Street, Golden, Colorado 80401
(Address of principal executive offices, including Zip Code)
(Registrant's telephone number, including area code) (303) 279-7641
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, one cent par value
Title of class
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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. [X] Yes [ ] No
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy orinformation statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year.
$1,043,000
State the aggregate market value of the voting stock held by
nonaffiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days. As of March 22, 1996 was
$10,248,000.
Number of shares outstanding of registrant's Common Stock, one cent
par value as of March 1, 1996 - 6,355,456.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into Part I,
Item 2 of this Form 10-KSB:
1974 through 1979 Forms 10-K of Registrant
1981, 1986 and 1988 Forms 10-K of Registrant
Transitional Small Business Disclosure Format: Yes __ No X
Item 1. DESCRIPTION OF BUSINESS
(a) Business Development.
Earth Sciences, Inc. ("ESI" or "Registrant", which term includes
its wholly owned subsidiaries unless otherwise indicated) is a
diversified mineral exploration and development company with
planned production of purified phosphate products in Calgary. ESI
was incorporated under the name of Colorado Central Mines, Inc. in
Colorado in 1957. During 1995, ESI (1) continued with plans for
production of purified phosphate products at its solvent extraction
facility in Calgary, Alberta, Canada; (2) continued exploration
activities for gold resources in Venezuela including its land
contract covering approximately 1200 acres; and (3) maintained its
position in several mining deposits and prospects in the Western US
including its royalty position in the San Luis gold mine which
produced approximately 73,000 ounces of gold in 1995. These
activities are described in the succeeding paragraphs of this Item
1(a) and below in Item 1(b).
ESI's solvent extraction facility in Calgary, Alberta, recovered
uranium from phosphoric acid during the period from 1983 through
1987. Uranium oxide production was suspended in the fall of 1987
when the adjacent fertilizer plant from which the facility received
its feed stock suspended operations. The contract under which the
uranium was sold was modified in 1990 to allow unrestricted
alternative use of the facility. A Feasibility Study, completed in
1995, confirmed the technical and financial feasibility of
conversion of the facility for the production of purified phosphate
products. ESI is completing final engineering and permitting, and
is seeking financing for the conversion. The current development
schedule plans the commencement of production in the second half of
1996, if, among other things, the necessary financing and permits
are obtained.
During 1995, through ESI's Venezuelan company, ESIGEO, formed in a
joint venture with GEO C.A. ("GEO"), ESI continued gold exploration
and development activities in Venezuela. ESI also owns 49% of
another company, Minera Antabari C.A. ("Antabari"), which received
a contract on a 1200 acre site on the Guyana Shield in March 1992.
To date, geologic mapping, geochemistry of drainages, soils and old
workings, and detailed trenching and pitting of several mineralized
zones has been performed. ESIGEO is discussing further exploration
work at this contract area with third parties. Three other
contracts were filed for in 1994 and refiled in 1995 with the
Venezuelan Ministry of Energy and Mines ("MEM"). ESIGEO is
awaiting response from MEM on these filings. Several other sites
with existing MEM concessions are being evaluated, and ESIGEO is
negotiating with the current concession holders to obtain rights to
further explore these areas. In 1996 ESIGEO expects to conduct
surface exploration on the concessions, currently filed for, when
they are granted, and other areas obtained from ongoing
negotiations, if any.
ESI is the owner of the San Luis, Colorado gold mine. The mine is
leased to, and operated by, Battle Mountain Gold Company ("BMGC").
BMGC has identified approximately 2.4 million tons of remaining
mineable ore reserves with approximately 100,000 ounces of
contained gold, as reported by BMGC to ESI. ESI holds a 3 1/2%
royalty on all production from the mine. Construction of the mill
was completed in late 1990, and mining and milling operations
commenced in the spring of 1991. Production in 1995, as reported
by BMGC, was approximately 73,000 ounces of gold. ESI recognized
$978,000 of revenue from the production and sale of gold in 1995.
BMGC has announced that it expects the current ore reserves at San
Luis to be depleted in the second quarter of 1997. Based on BMGC
targeted production, ESI expects 1996 cash flow of approximately
$900,000-$1,000,000 from its royalty interest at current gold
prices.
(b) Business of Issuer.
Registrant is a diversified mineral exploration and development
company with planned production of purified phosphate products in
Calgary. Registrant owns the San Luis gold mine; a processing
facility in Calgary, Alberta, Canada which recovered uranium oxide
from phosphoric acid and for which the production of purified
phosphate products is being pursued; alunite properties which
contain alumina, sulfur and potash; other domestic properties
containing gold, vanadium and phosphate; and controls prospects
containing copper, molybdenum, silver, lead and zinc.
Registrant through its 49% ownership in Minera Antabari C.A.
("Antabari") and its 50% ownership in Recursos Minerales ESIGEO
C.A. ("ESIGEO") is exploring, evaluating, acquiring and plans to
develop gold resources in Venezuela.
San Luis Gold Mine
As a result of transactions in 1987, ESI sold its working interest
in the San Luis gold mine to BMGC, acquired the underlying property
and now, through a lease of the property to BMGC, has a 3 1/2%
gross royalty on future production from the mine.
Total mineable ore reserves of the San Luis mine as of December 31,
1995 as reported by BMGC to ESI are 2,406,000 tons of
proven/probable reserves with an average grade of 0.042 ounces of
gold per ton containing 101,000 ounces of gold.
During 1995 approximately 72,700 ounces of gold and 31,800 ounces
of silver were produced by BMGC from the property, as compared to
72,700 ounces of gold and 19,400 ounces of silver in 1994. ESI
recognized $978,000 in revenue from that production in 1995, as
compared to $938,000 in 1993. The targeted annual rate of
production in 1996 has been reported by BMGC at 72,000 ounces of
gold.
ESI expects significant cash flow from its 3 1/2% royalty on
production from the San Luis Mine in 1996 and the first half of
1997. The amount of such royalty is dependent, among other things,
upon the levels of production achieved by BMGC and the price of
gold. Based on current gold prices and anticipated levels of
production, as reported by BMGC, ESI expects 1996 cash flow of
approximately $900,000 to $1,000,000 from its royalty.
Calgary Solvent Extraction Facility
In 1995, ESI confirmed and continued the plan for production of
purified phosphate products at the facility. The planned schedule
to re-start the facility in Calgary, Alberta to produce purified
phosphoric acid (PPA) and by-products targets production
commencing in September 1996 assuming necessary financing,
permitting and other required matters are completed. Earth
Sciences Extraction Company ("ESEC"), a wholly-owned Canadian
limited partnership of ESI, intends to produce PPA at its solvent
extraction facility in Calgary, Alberta. The facility, with
modification, is expected to have the capacity to produce in excess
of 80,000 tons of P2O5 in the form of PPA per year and recover
other valuable elements available in the feedstock.
ESEC's Facility
The phosphoric acid treatment facility has been maintained on a
standby basis since its uranium recovery operations were suspended
in 1987 when the adjacent fertilizer plant, which had supplied
feedstock, suspended operations. Certain contractual restraints
and lower uranium prices have made the stand-alone recovery of
uranium from other feedstock sources uneconomic. ESEC intends to
modify the facility to purify superphosphoric acid ("SPA") to a
technical grade PPA and manufacture animal feed and fertilizer
by-products. The SPA feedstock is to be purchased from several
producers in Idaho and Florida. Negotiations are underway for
long-term supply contracts with Agrium Inc. and Farmland
Industries, Inc. In the future, it is anticipated that phosphate
rock from an open pit deposit owned by ESI may be processed under
a tolling arrangement to provide feedstock for the Calgary plant.
(See Item 2(a) below).
Market for Purified Phosphoric Acid
Phosphorus in the form of purified phosphoric acid, H3PO4 (PPA),
is a basic commercial chemical essential to a broad variety of
industrial applications. At present ESEC would compete with four
North American PPA producers in the 700,000 ton P2O5 industrial
market where 200,000 tons P2O5 of direct consumption PPA is sold.
ESEC would be the sole producer in Canada, and would be the only
producer in western North America. ESEC's targeted market segments
include those where growth is 10% or more per year,where the
predominate users are in ESEC's freight advantage area, and the
large Minneapolis/Chicago area market. In the first year of
production ESEC expects to capture approximately 5% of the North
American PPA market by matching other producers' quality but with
lower prices. It is anticipated that cost advantages would be
realized from the use of less expensive purification through
solvent extraction and lower freight costs. It is anticipated that
by-products will be sold in local markets, which management
believes are large enough to absorb the volume without being
disrupted. There can be no assurances that the actual sales by
ESEC will equal the anticipated sales.
Solvent Extraction Process
It is anticipated that the facility would produce PPA using an
environmentally clean solvent extraction process employing tributyl
phosphate with a kerosene diluent. The process is well established
in the industry and free of patent conflicts. The ESEC process has
been verified for anticipated ESEC feedstocks by numerous
laboratory bench tests and continuous recycle pilot plant runs.
The studies show that a competitive PPA can be produced from any
fertilizer grade phosphoric acid feedstock with extraction
efficiencies of 70 to 90%. It is anticipated that the remaining
phosphoric acid, or raffinate, would be further processed by
selective precipitation with lime and limestone to recover high
purity animal feed grade calcium phosphate and agricultural grade
trace mineral phosphate fertilizer. ESEC believes that no
significant waste will be generated at the ESEC facility.
Production Plan and Operating Costs
ESEC intends to start production in 1996 at the rate of 10,000 tons
of P2O5 per year of technical grade PPA, carrying 54.4% P2O5, or
18,400 tons of product acid. Associated with the PPA will be the
production of 4,400 tons of feed grade calcium phosphate and 2,000
tons of phosphate fertilizer. An 8% per year growth is anticipated
in tonnage sales. An estimate, based on the actual operating costs
of the plant in 1987 escalated to 1996, indicates that at the
initial production rate total product cost of $10.6 million Can.
per year. There can be no assurances, however, that the Company
will not experience significantly different cost levels.
Capital Costs
A capital cost study prepared by Fluor Daniel Wright, Ltd.
indicates that the modifications to the existing facility will cost
$2.3 million Can. excluding the raffinate processing equipment and
a railway siding. It is estimated that raffinate processing, a
railway siding, working capital, start up costs and other
preproduction costs will raise the capital requirement to $5
million Can. Construction of a similar facility at today's prices
would cost in excess of $30 million.
Forecasted Financial Results
The estimated annual net revenues for the initial year based on a
PPA selling price of $712 Can. per ton PPA and an average of $350
Can. per ton for by-products less an allowance for selling and
freight are $13.8 million Can. per year. This yields a gross
profit margin of $3.2 million Can. per year. Based on these costs,
returns, and capital expenditures, a 15 year financial forecast was
prepared. The forecast shows an internal rate of return (IRR) of
62%, a payback of 1.8 years and a net present value of the project
of $19.3 million Can. using a discount rate of 12% per annum.
There can be no assurances, however, that the Company will not
experience significantly different results from those projected.
Future Potential
The upside potential of the ESEC facility in Calgary is
substantial. Management believes relatively minor changes would
have to be made to increase the output from 10,000 tons to 80,000
tons P2O5 per year. In addition, the raffinate contains a large
number of valuable elements in high concentrations, including
uranium, vanadium, yttrium, scandium and the rare earths. The
technology for recovery of these elements is available. The plant
has a good deal of additional equipment including a second solvent
extraction circuit that could possibly be utilized for that
purpose. ESEC intends to pursue these recovery opportunities in
earnest after the commencement of PPA production.
Schedule
Final engineering and permitting are underway. Equipment
procurement and plant modification will follow this spring and
summer. Barring any unforeseen difficulties or delays, the plan is
to begin hiring and operator training in the summer of 1996 with
plant startup shortly thereafter. No assurances can be given at
this time that ESI will be able to secure the necessary financing
or complete the required modifications to allow commencement of
production at the facility.
Venezuelan Gold Activities
ESI's Venezuelan joint venture with GEO commenced initial
exploration activities in the fall of 1988. The exploration posture
in Venezuela is unique. Four of the principals involved in the
current program have been active in studying mineralization in the
state of Bolivar for more than two decades. Regional and local
geochemical surveys conducted since the early seventies and linked
to ongoing geological and geochemical studies published by
Venezuelan governmental agencies have provided the basis for
focusing on areas with maximum potential. These geochemical surveys
together with constant, current analysis of other published studies
afford a broad exploration perspective that the joint venturers are
poised to utilize.
In order to facilitate the development of the Company's various
land concessions in Venezuela, the Venezuelan corporate structure
was reorganized in 1994 by forming a holding company called
Recursos Minerales ESIGEO C.A. ("ESIGEO") that is controlled
equally by ESI and its Venezuelan partners, GEOC.A. ("GEO"). Each
new land concession will be placed in a separate entity, owned and
controlled by ESIGEO. ESI and GEO have recently agreed that the
parties will share proportionately on each land concession based on
their respective investments. In most cases this will result in
ESI having a significant majority interest in all of the activities
of ESIGEO. The joint company will continue in the manner in which
ESI has conducted exploration for thirty years. That is to define
and acquire land positions in key areas that have a high
probability of being within the heart of future mining districts.
After minimal work to define mineral potential, these prospects are
then sold to major mining companies for a cash payment and a
royalty on future production. To facilitate this approach, each
land concession is to be held in a separate company, wholly-owned
by ESIGEO, which can be sold without additional regulatory review
and delay. The goal of ESIGEO in Venezuela is to enter into
several such agreements with major gold producers within the next
several years.
ESIGEO's focus in Bolivar state was originally influenced by the
convenience and proximity of physical infrastructure. Through the
precursors of ESIGEO, the exploration effort has turned to more
remote areas and larger targets. Using the jungle rivers as
highways, and with the help of local natives ESIGEO has sampled the
erosional "washings" of thousands of square miles of mineralized
terrain selecting the most promising areas for more detailed
geochemical sampling and the determination of contract areas and
boundaries.
The decree which empowered the Corporacion Venezolana de Guyana
("CVG") to issue land contracts in the Guyana Shield has been
determined to be illegal by the Venezuelan courts. The Ministry of
Energy and Mines ("MEM") is expected to issue concessions to
replace the over 450 existing CVG contracts after a study
commissioned to evaluate the existing contracts' status is complete
and final legislative action annuls the rights granted CVG. The
SAMI land contract is included in this category and it is
anticipated that its terms will improve as the new concession terms
will be more favorable. The three applications for new land
contracts discussed below are included with some 300 other
unacted-upon requests that have accumulated with CVG since March
1994, when CVG stopped signing contracts. New applications to MEM
have been made for these three areas and assurances have been
obtained that they will receive priority when they are ultimately
considered. Due to political complexities of coordinating land use
between MEM and designated regions and states, it is uncertain when
these new applications will be acted upon, but it could be in the
first half of 1996.
SAMI Area Contract
In 1991, ESI and GEO formed Antabari, a Venezuelan company of which
ESI owns 49%. In November 1991, Antabari filed for a contract with
CVG for 488 hectares to be explored and exploited for gold. The
area, called SAMI for San Miguel, is located southeast of the town
of Upata, Bolivar state, Venezuela in the open country of the
savannas, and is readily accessible from established roads. The
contract, which was issued in March 1992, provides a two year
period for exploration work and to prepare a plan for exploitation.
An extension has been granted to complete further exploration work.
The contract requires certain financial guarantees with regard to
exploration and reclamation, and requires that the area be reduced
by one-half at the end of the exploration period.
Antabari has performed geologic mapping, geochemistry of drainages,
soils and old workings, and trenching of several mineralized zones.
One such zone has a continuity of over 600 feet with a width of 40
feet and has yielded values of up to 1.6 ounces per ton of gold.
Additional sampling and analysis from extensive pitting show a
large (8 acre) anomalous gold area, clearly open to the north and
east. Drilling and further sampling will be necessary to determine
the potential of the area. ESIGEO is discussing this next phase
with third parties at this time.
New Filings
In 1994, formal applications were made to CVG, which in 1995 have
been renewed in applications to MEM, to acquire exclusive mineral
exploration rights on three new land areas located in the Bolivar
state in southeastern Venezuela. ESI has been advised that
ESIGEO's filings establish priority for the areas sought. The
Company is very optimistic about the potential these areas hold for
further gold exploration and exploitation. The areas were first
identified as potential targets through regional geochemistry that
defined anomalous occurrences of gold and associated minerals, and
legends of past production by primitive methods which have
historically been key to exploration in remote areas. Queries of
natives and sampling of stream sediments has allowed selection of
the best targets from a 130 square km area that was investigated.
Apicharai
The first concession area covering 500 hectares (approx. 1200
acres), is known as Apicharai, located about 165 km from the town
of La Paragua. This small tributary to the Antabari river has a
history of panning and small scale hydraulic mining. Apicharai has
an abundance of thick quartz veins in the drainage and gold is
commonly visible. The mineralization of Apicharai is typically
associated with the quartz veining in acidic pyroclastics. One 80
meter zone on the river is panned every year by the natives after
the rainyseason. The gold particles commonly run 0.5mm and angular
quartz is dominate in the creek sediments. As a result of the
stream sediment sampling, an area has been selected for further
work where the source of the gold mineralization is likely to be
located.
Man-cai
The second concession area, known as Man-cai, covers 500 hectares,
is located in a remote area near the Brazilian border accessible by
boat from the La Paragua river. Reports are that 100 kilos of gold
were taken by primitive methods from an area of only a few
hectares. Sampling and estimates ofalluvial-colluvial material
show that there is another 50-100 kilos available in a very small
area. It is believed that this gold can be easily recovered with
portable equipment. The source rock may hold significant potential
and will be targeted early on in the further exploration program.
Considerable pyrite exists in the volcanic host rock and upstream,
out of the rhyolite, gold is at background levels, helping to
define the source material. The existence of easily obtainable
gold in the surface material and the boundary definition of the
source rock make this an excellent target for significant gold
mineralization.
Manaima
The third concession area, known as Manaima, also covers 500
hectares and is located 50 Km from the town of La Paragua. This is
an area rich in history of small primitive mining operations. The
hydrothermal mineralization on the property is associated with a
fault zone where gold is typically found with copper and manganese.
Specific work programs are being formalized for initial detailed
exploration of the above mentioned areas. The plans provide for
the building of an airstrip to facilitate access and transportation
of equipment into Apicharai, Man-cai and other prospects. Access
is now being accomplished via river routes.
The primary objectives of the 1996 plans are to determine as
quickly as possible the nature and extent of gold mineralization on
the anticipated new land concessions and to continue to define
those additional areas where future filings will be made.
Activities will include surface geochemistry, geologic mapping and
trenching. Drilling may be appropriate on the SAMI concession with
participation of a third party.
Mineral Properties and Other Business Matters
During 1995 Registrant maintained its ownership position in the
several mineral interests it holds. The mineral interests
maintained by Registrant include significant resource interests in
alumina, gold, vanadium, potash and sulfur, and prospects for
copper/molybdenum and silver (see Item 2 below).
Raw materials, as the term is generally used, are not essential to
Registrant's mineral acquisition and development activities
performed for its own account. However, Registrant's
commercialization of its properties is dependent upon securing
adequate supplies of energy and water. The planned production of
PPA at the Calgary facility will require adequate supplies of SPA
feedstock. Adequate supplies of this material are currently
available in the required quantities and at reasonable prices.
There can be no assurance that such availability will continue in
the future.
Registrant holds no patents, licenses, franchises or land contract
which it considers material in light of its other assets. However,
Registrant holds for itself, and in association with others,
Federal Potassium Prospecting Permits, State Potash and Alunite
Leases, Federal Potassium Preference Right Leases and Applications,
Federal Phosphate Prospecting Permits, Federal Phosphate Leases,
State Phosphate Leases, fee mineral rights and other exploration
and mineral interests which are the basis for Registrant to explore
and develop the properties subject thereto. In certain instances
such mineral interests give preferential leasing rights to
Registrant upon location and demonstration to the US Geological
Survey Conservation Division that the deposit is a "valuable,
workable deposit in commercial quantities".
Registrant also holds certain of its mineral properties subject to
"patented" and "unpatented" lode and placer mining claim locations.
Unpatented mining claims require compliance with certain Federal
and State laws in order to maintain mineral interests thereon.
Legislation enacted in October 1992 requires a $100 per claim
rental charge on all unpatented mining claims.
Numerous and in some regards conflicting bills have been introduced
and are now pending in the U.S. Congress which would supplant or
radically alter the provisions of the Mining Law of 1872. If
enacted, such legislation could substantially increase the cost of
holding unpatented mining claims and could impair the ability of
companies to develop mineral resources on unpatented mining claims.
Under the terms of these bills, the ability of companies to obtain
patent on unpatented mining claims would be nullified or
substantially impaired, and most contain provisions for the payment
of royalties to the federal government in respect of production
from unpatented mining claims, which could adversely affect the
potential for unpatented mining claims. Registrant's financial
performance could therefore be affected adversely by passage of
such legislation. Pending possible reform of the Mining Law of
1872, Congress has put in place a moratorium which prohibits
acceptance or processing of most mineral patent applications. It
is not possible to predict whether any change in the Mining Law of
1872 will, in fact, be enacted or, if enacted, the form the changes
may take.
The activities of Registrant performed for its own account are not
seasonal, although winter weather may limit certain activities.
Registrant's mineral exploration and property acquisition
activities are not dependent upon one or a few major customers.
The search for and commercialization of economic mineral deposits
is highly competitive. Large companies having greater financial
resources than Registrant and many small mining companies are
active in acquiring, evaluating and developing mineral resource
prospects in the western United States and Venezuela.
Registrant spent approximately $183,000 and $139,000 on research
and development activities related to the Calgary extraction
facility during 1995 and 1994, respectively.
Registrant is subject to extensive regulation by various local,
state and Federal laws and regulations governing the protection of
the environment, including laws and regulations relating to air and
water quality, mining reclamation, waste disposal, and the
protection of endangered or threatened species. Although
environmental regulatory costs to date and those expected in 1996
are not significant, they may become substantial in the future.
Such costs are considered a part of the ordinary costs of
Registrant's business.
As of December 31, 1995 Registrant employed 4 personnel at its
Golden, Colorado, offices, of which three were employed on a full
time basis. In addition, other personnel were employed on a
contract basis for specific project tasks.
Item 2. Description of Property.<F1>
Registrant owns, controls and participates with others in mineral
property interests and mineral property exploration and development
programs in Colorado, Idaho, Montana, Nevada, Utah, and Venezuela.
The following property descriptions contain deposit references
according to the indicated definitions, although it has not been
proven that any of these deposits, except the San Luis gold mine,
are commercially viable. In-house studies for several of the
undeveloped properties indicate technical and economic feasibility.
The following is summary information regarding Registrant's
principal properties.
[FN]
<F1>
For purposes of this Item, the term "Measured Reserves" and
"Indicated Reserves" shall have the meaning as adopted by the US
Geological Survey and the US Bureau of Mines, as follows:
Measured Reserves are reserves for which tonnage is computed from
dimensions revealed in outcrops, trenches, workings and drill
holes, and for which the grade is computed from results of detailed
sampling. The sites for inspection, sampling and measurement are
so closely spaced, and the geologic character is defined so well,
that the size, shape, and mineral content are well established.
The computed tonnage and grade are judged to be accurate within
limits which are stated, and no such limit is judged to differ
fromthe computed tonnage or grade by more than 20%.
Indicated Reserves are reserves from which the tonnage and grade
are computed partly from specific measurements, samples, or
production data, and partly from projections, for a reasonable
distance, on geologic evidence. The sites available for
inspection, measurement, and sampling are too widelyor otherwise
inappropriately spaced to outline the reserve completely or to
establish its grade throughout.
[/FN]
(a)Vanadium/Phosphate Property near Paris and Bloomington, Idaho
See Item 3(f), 1975-1977 Forms 10-K for the property acquisition,
property rights, property description and exploration program prior
to 1979. See Item 1(c) 1981 Form 10-K concerning Registrant's sale
and option of its interests on the properties in January, 1981.
Registrant reacquired all of the interests in the properties from
the Conda Partnership in 1992.
To date, drill testing on the southern portion of the deposit show
tonnage of approximately 34 million tons of phosphate rock
classified as Measured Reserves, with an additional 19 million tons
of phosphate rock classified as Indicated Reserves. The grade of
the upper bed material of the block is calculated to be 25% P2O5
over a thickness of 9 feet and the grade of the lower (main) bed
material is calculated to be 30% P2O5 over a 6 foot thickness.
Metallurgical test work on the vanadium bed has resulted in a
patent being issued to Registrant regarding the extraction
techniques which were developed as a result of such work. Economic
feasibility calculations show that production of vanadium from the
property is commercially feasible. Registrant is investigating
plans for development of the property, however there can be no
assurance that marketing and financing arrangements can be
obtained. In 1993, Registrant negotiated an arrangement with a
third party to allow a minor amount of phosphate ore to be removed
from the outcrop on a portion of one of its properties held in fee
interest. That party obtained permits in 1994 to mine 3,000 tons
from the property but no mining has yet taken place. This deposit
may provide a source for the intended purified phosphoric acid
production at the Calgary facility (See Item 1(a) above).
(b) San Luis Gold Mine.
See Item 3(h) 1975 Form 10-K for a description of the property.
See Item 1(c)(1) 1988 Form 10-K and above concerning Registrant's
sale to BMGC, other related transactions in 1987 and BMGC
development work.
Registrant owns the 800 acre site on which the mine is located, has
leased the property to BMGC, and receives a 3 1/2% gross royalty
from all production. As of 12/31/95, BMGC has reported
approximately 2.4 million tons of ore containing approximately
101,000 oz. of gold. BMGC commenced mining operations in early
1991.
<TABLE>
Production during the period from 1991 through 1995 was as follows:
<CAPTION>
Yearounces of goldounces of
silver<S><C><C>199131,50021,600199255,60021,000199372,80027,000199472,70019,40019
9572,70031,800</TABLE>
Production for 1996 is targeted at 72,000 oz. of gold. Registrant
retains a 3 1/2 % gross royalty on future production. The ore
reserve is expected to be depleted in the second quarter of 1997.
(c) Alunite Resources.<F2>
Alunite is a source of alumina (the raw material of aluminum),
potassium sulfate fertilizer, sulfuric acid and sulfur.
[FN]
<F2>
Acquisition of Federal alunite mineral rights is accomplished
through Federal Potassium Preference Right Leases issued under
Section 4 of the Leasing Act of February 7, 1927.
[/FN]
(1) "LC" Alunite Property.
See Item 3(b)(1), 1974 and 1975 Forms 10-K and Item 3(h), 1976 and
1977 Forms 10-K for property description, property rights and
exploration work in prior years. Results of exploration work to
date show a total of 61.1 million tons of material classified as
Measured and Indicated Reserves. The grade of thematerial is
calculated to average approximately 39.6% alunite (approximately
14.7% alumina). In 1978, Registrant applied for a Preference
Right Lease for potassium on the property (a "PRLA"), in 1979
submitted the "initial showing" required in the lease application
and in 1982 submitted the operating plan for an environmental
impact assessment. Approval of the project was recommended by a
Bureau of Land Management advisory panel. However, in 1985 a
Congressional resolution suspended all Preference Right Lease
activity in Wilderness Study Areas. Until further Congressional
action is taken, progress on the project will be restricted. In
1991, Registrant received notice from the Department of Interior
that the Bureau of Land Management considers the PRLA as a valid
existing right with respect to any future wilderness designation.
Registrant relinquished its 48 unpatented mining claims covering
the alunite property in 1993.
(2)"NG" Property and Other Utah Alunite Interests.
See Item 3(a)(1), (2), (3), (4) and (5), 1974-1979 Forms 10-K for
NG Property and other Utah alunite interest descriptions, property
rights and exploration programs prior to 1978.
ESI was granted Preference Right leases on the ten principal tracts
that comprise the NG deposit on January 13, 1983. The leases were
assigned to the Alumet Partnership effective February 1, 1983.
Alumet assigned its Utah alunite interests back to ESI in December,
1986 (See item 1(c)(1) 1986 Form10-K). ESI relinquished a portion
of the leases, reducing the acreage under lease to 680 acres. All
required lease payments were made in 1995.
Results of exploration and drilling programs on the properties to
date show 129 million tons of material classified as Measured
Reserves, with a grade calculated to be 37.9% alunite
(approximately 14.03% alumina) with an additional 287 million tons
classified as Indicated Reserves with average grades calculated to
range from 33.5% to 39.4% alunite (approximately 12.4% to 14.6%
alumina).
(d) Calgary Solvent Extraction Facility.
Registrant owns a hydrometallurgical solvent extraction facility
which was used to extract uranium from phosphoric acid from June
1983 through September 1987, when the adjacent phosphoric acid
fertilizer plant supplying feed stock shut down. (See Item 1(a)
and 1(b) above). The facility occupies a 20,000square foot building
and is located in southeast Calgary, Alberta on a 12 acre site
leased from the adjacent fertilizer plant.
(e) Emigrant Property.
In 1987 Registrant acquired fee ownership of two patented lode
mining claims in the Emigrant Peak area, Park County, Montana
containing approximately 38 acres. Registrant also owns two other
patented placer claims containing 37 acres and holds 13 unpatented
mining claims in the same area. This block ofcontiguous mining
claims contains copper, molybdenum, gold, silver, lead and zinc
mineralization which has not yet been fully delineated. All
necessary payments were made to hold the unpatented claims in 1995.
During 1992, a third party conducted limited geochemical sampling,
geological mapping and a remote sensing study using Landsat
Thematic Mapper data and image enhancements. One core hole was
subsequently drilled to a depth of 588 feet. In 1993, an
additional four reverse circulation holes were drilled on the
property totaling 950 feet. Analysis of samples from the drilling
helped to define the southwest boundaries of a breccia pipe
containing gold, silver, copper, zinc and lead mineralization.
Based on the drilling performed a deposit of from 750,000 to 1.5
million tons of material classified asMeasured and Indicated
Reserves can be delineated with current metal values of over $15
per ton.
Item 3. Legal Proceedings.
In June 1993, a lawsuit was filed in the United States District
Court for the Northern District of California against ESI Chemical,
Inc. (ESIC), a dormant subsidiary of Registrant, by Volvo GM Heavy
Truck Corporation. The claim concerns contamination at a property
in Oakland, California previously owned by a predecessor of ESIC.
HM Holdings, Inc. is also a defendant in the action. The complaint
seeks recovery of response costs, damages, and injunctive and
regulatory relief. Discovery is continuing in the matter.
See also note 8 to the consolidated financial statements submitted
in response to Item 7 below concerning legal proceedings of
Registrant.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
(a) Market Information.
<TABLE>
Registrant's common stock trades on The NASDAQ Small-Cap Market
under the symbol ESCI.
<CAPTION>
Price Ranges (closing high and low bids)
19951994<S><C><C>1st Quarter$ 1.06 - 1.69$ 2.25 - 2.882nd Quarter$ 1.00 - 1.38$
1.38 - 2.253rd Quarter$ 1.00 - 2.25$ 1.25 - 2.124th Quarter$ 1.25 - 2.63$ 1.25 -
2.32<FN>
The price ranges shown are based on NASDAQ quotations as reported
by the National Association of Securities Dealers, Inc. The
quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
</FN>
</TABLE>
(b) Holders.
The number of record holders of common stock, one cent par value of
Registrant as of March 15, 1996 was approximately 1,870.
(c) Dividends.
Registrant has not paid dividends since its inception and there are
no plans for paying dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
Management believes that existing working capital and the
continuing royalty income from the San Luis gold mine are
sufficient to fund existing operationsthrough 1996. Private
placements of common stock and bank borrowings may be evaluated to
fund increased activities in Venezuela and the plant modification
and startup activities at the Calgary extraction facility.
Registrant received $558,000 from Regulation S offerings and
private placements of its common stock in 1994.
Based on current estimates, the Calgary facility will require
approximately Can. $5 million to re-start the plant for the
production of purified phosphate products, planned for 1996.
Registrant expects to finance those requirements through a
combination of debt and equity. The search for financing is
underway.
Registrant is funding the majority of cash costs of the Venezuelan
gold exploration activities. Activities planned on the existing
contract and on those concessions expected to be acquired in the
future can be met through existing working capital. Registrant
plans to raise the additional capital, if and when needed, through
further private placements of stock and joint venture arrangements,
if appropriate.
Cash flow from operations totaled $336,000 for 1995 versus $385,000
for 1994. Cash flow from investing activities for 1995 included
funding and collections on notes receivable of $130,000, capital
expenditures of $25,000 and purchase of certificates of deposit of
$190,000. Cash flow from financing activities in 1995 consisted of
payments on notes payable and long-term debt of $181,000.
Results of Operations
In 1991, royalty income from the San Luis gold mine commenced.
Registrant recognized $978,000 and $939,000 in revenue from the
production and sale of gold and silver from the property in 1995
and 1994, respectively. At current gold prices and anticipated
production rates, Registrant expects revenue and cash flow of
approximately $900,000 - $1,000,000 in 1996 from the royalty.
Operating expenses decreased slightly in 1995, whereas research and
development work related to the Calgary facility increased from
$139,000 in 1994 to $183,000 in 1995. In 1994 $191,000 of costs
related to abandoned mineral properties was recognized. General
and administrative expenses were lower in 1995 than in 1994 due
primarily to costs associated with the sale of stock incurred in
1994 not reoccurring in 1995.
Registrant's interest expense totaled approximately $82,000 for
1995 and $117,000 in 1994. Interest expense includes approximately
$50,000 in both 1995 and 1994 from the consolidation of the
Canadian subsidiary's results. Interest expense decreased in 1995
due to the repayment of certain indebtedness during the year.
Item 7. Financial Statements.
INDEX TO FINANCIAL STATEMENTS
Independent Auditor's Report
Consolidated Balance Sheet - December 31, 1995
Consolidated Statements of Operations - For the Years Ended
December 31, 1995 and 1994
Consolidated Statements of Changes in Stockholders' Equity - For
the Years Ended December 31, 1995 and 1994
Consolidated Statements of Cash Flows - For the Years Ended
December 31, 1995 and 1994
Notes to Consolidated Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Earth Sciences, Inc. and subsidiaries
Golden, Colorado
We have audited the accompanying consolidated balance sheet of
Earth Sciences, Inc. and subsidiaries as of December31, 1995, and
the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years ended
December31, 1995 and 1994. These consolidated financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Earth Sciences, Inc. and subsidiaries as of
December31, 1995, and the results of their operations and their
cash flows for the years ended December31, 1995 and 1994, in conformity with
generally accepted accounting principles.
Hein+Associates llp
Denver, Colorado
February 7, 1996
<TABLE>
EARTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
<CAPTION>
ASSETSCurrent Assets:<S><C>Cash and cash equivalents$262,000Certificates of
deposits475,000Receivables219,000Prepaid expenses and other55,000Total current
assets1,011,000Property, Plant and Equipment, at cost 16,526,000Less accumulated
depreciation and
amortization (4,822,000)Net property, plant and equipment11,704,000Total
Assets$12,715,000<CAPTION>LIABILITIES AND STOCKHOLDERS' EQUITYCurrent
Liabilities:<S><C>Notes payable - related parties$9,000Accounts
payable8,000Accrued employee compensation20,000Other accrued expenses49,000Total
current liabilities86,000<CAPTION>
Long-term Liabilities:<S><C>Deferred revenues9,382,000Long-term debt - Related
parties339,000Long-term debt - Other312,000Accrued decommissioning
liability221,000Other liabilities429,00010,683,000<CAPTION>
Commitments and Contingencies (Notes 2, 3,
7, and 8)Stockholders' Equity:<S><C>Common stock, $.01 par value; 10,000,000
shares authorized;6,354,000 shares issued64,000Additional paid-in
capital6,390,000Accumulated deficit(2,713,000)Cumulative translation
adjustments(1,795,000)Total stockholders' equity1,946,000Total Liabilities and
Stockholders' Equity$12,715,000
<FN>
See accompanying notes to these consolidated financial statements.
</FN>
</TABLE>
<TABLE>
EARTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
For the Years Ended
December 31,19951994Revenues:<S><C><C>Royalty income$978,000$939,000Rental
income18,00017,000Other income47,00026,000Total
revenues1,043,000982,000<CAPTION>
Expenses:<S><C><C>Operating146,000153,000General and
administrative260,000324,000Research and development 183,000139,000Write-off of
abandoned
mineral properties- 191,000Depletion, depreciation
and amortization234,000225,000Interest82,000117,000Total
expenses905,0001,149,000Net Income (Loss)$138,000$(167,000)Net Income (Loss) Per
Common Share$.02$(.03)Weighted Average Common
Shares Outstanding6,382,0006,259,000
<FN>
See accompanying notes to these consolidated financial statements.
</FN>
</TABLE>
<TABLE>
EARTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<CAPTION>
Common StockAdditional
Paid-in
Accumulat
edCumulativ
e
Translati
onSharesAmountCapitalDeficitAdjustmen
ts<S><C><C><C><C><C>Balances, January 1,
19945,903,000$59,000$5,817,000$(2,684,0
00)$(1,531,0
00)Exercised options and
conversions10,000- 5,000- - Stock issued for cash441,0005,000553,000-
- Contributed capital- - 15,000- Net loss- - - (167,000)-
Foreign currency
translation
adjustment- - - - (525,000)Balances, December 31,
19946,354,00064,0006,390,000(2,851,00
0)(2,056,00
0)Net income - - - 138,000- Foreign currency
translation
adjustment- - - - 261,000Balances, December 31,
19956,354,000$64,000$6,390,000$(2,713,0
00)$(1,795,0
00)
<FN>
See accompanying notes to these consolidated financial statements.
</FN>
</TABLE>
<TABLE>
EARTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For the Years Ended
December 31,19951994Cash Flows from Operating Activities:<S><C><C>Net income
(loss)$138,000$(167,000)<CAPTION>
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:<S><C><C>Depletion, depreciation and
amortization234,000225,000Write-off of properties- 191,000<CAPTION>
Changes in operating assets and liabilities:(Increase) decrease
in:<S><C><C>Receivables(85,000)48,000Other current assets
(13,000)33,000<CAPTION>
Increase (decrease) in:<S><C><C>Accounts payable 6,000(6,000)Accrued
expenses22,00054,000Other liabilities34,0007,000Net cash provided by operating
activities336,000385,000<CAPTION>
Cash Flows from Investing Activities:<S><C><C>Collections on notes
receivable130,000225,000Notes receivable funded(130,000)(225,000)Capital
expenditures(25,000)(90,000)Purchase of certificates of
deposit(190,000)(285,000)Net cash used in investing
activities(215,000)(375,000)<CAPTION>
Cash Flows from Financing Activities:<S><C><C>Payments on notes payable and
long-term debt(181,000)(325,000)Proceeds from issuance of common stock-
558,000Proceeds from exercise of stock options- 15,000Net cash provided by
(used in) financing
activities(181,000)248,000Effect of Exchange Rate Changes on
Cash(1,000)(1,000)Increase (Decrease) in Cash(61,000)257,000Cash and Cash
Equivalents, beginning of year323,00066,000Cash and Cash Equivalents, end of
year$262,000$323,000<CAPTION>
Supplemental Schedule of Cash Flow
Information:<S><C><C>Cash payments for interest$37,00073,000Conversion of notes
payable - related
parties, for common stock$- $5,000
<FN>
See accompanying notes to these consolidated financial statements.
</FN>
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Nature of Operations and Significant Accounting
Policies:
Nature of Operations - The accompanying consolidated financial
statements include the accounts of Earth Sciences, Inc. (ESI) and
its wholly-owned subsidiaries, ESI Chemicals, Inc. (ESIC) and ESI
Resources Limited (ESIR). ESIC has been a dormant subsidiary since
1983. ESIR's only asset is its investment in its wholly-owned
subsidiary, Earth Sciences Extraction Company (ESEC). All
significant intercompany transactions have been eliminated.
Collectively, these entities are referred to as the Company.
The Company is principally engaged in natural resources exploration, research
and development and planned production of purified
phosphate products in Calgary, Alberta.
Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents. At
December31, 1995, cash equivalents consisted of money market
instruments in the amount of $197,000.
Foreign Currency Translation - The accounts of ESEC are maintained
in Canadian dollars, its functional currency. Assets and
liabilities are translated into U.S. dollars at the current
exchange rate, and earnings or losses are translated at the average
exchange rate for the year; resulting translation adjustments are
recorded as a separate component of stockholders' equity.
Transactional gains and losses are recorded in the statement of
operations.
Property, Plant and Equipment - Property, plant and equipment is
stated at cost and includes a solvent extraction facility. Depreciation on the
facility and its equipment, while it was in production, was generally provided
using the units of production
method based on estimated production over the life of the contract.
Depreciation on the solvent extraction facility while not in
operation is being computed at 1% per year (see Note 2).
Depreciation on other assets is provided using the straight-line
method based on estimated useful lives ranging from 3 to 20 years.
Depletion of producing mineral properties is computed using the
unit of production method based on proved reserves. Maintenance
and repairs are charged to operations as incurred. When assets are
retired, or otherwise disposed of, the property accounts are
relieved of costs and accumulated depreciation and any resulting
gain or loss is credited or charged to income.
Research and Development Costs - Research and development costs are
charged to operations in the period incurred.
Use of Estimates - The preparation of the Company's consolidated
financial statements in conformity with generally accepted
accounting principles requires the Company's management to make
estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could
differ from those estimates. The Company makes significant
assumptions concerning the decommissioning cost of its solvent
extraction facility, the realizability of its investment in its
extraction facility and land and mineral properties, and the
ultimate liabilities associated with asserted claims (see Note8).
Due to the uncertainties inherent in the estimation process and the
significance of these costs, it is at least reasonably possible
that the Company's estimates in connection with these items could
be further materially revised within the next year.
Deferred Exploration and Development Costs - Land and mineral
properties, including related deferred exploration and development
costs, are carried at cost.
The Company follows the policy of capitalizing all direct costs,
including labor, related to the exploration and development of
properties held or controlled by the Company, which, in the opinion
of management, have a continuing value.
The ultimate value of the mineral properties and deferred exploration and
development costs is dependent upon the successful
development of profitable production or sale of such properties.
If it is determined that commercially profitable operations cannot
be developed, all related capitalized costs will be written off at
that time.
Deferred Revenues - Deferred revenues represent non-interest
bearing prepayments from Vermont Yankee Nuclear Power Corp. and
Yankee Atomic Electric Company (the Yankee Companies) for future
production and delivery of uranium (see Note 2).
Royalty Income - Royalty income represents the Company's 3.5%
gross royalty in production from the San Luis gold mine. The mine
is leased to and operated by a third party. The Company had
$978,000 and $939,000 in royalty income, which represented 94% and
96% of the Company's revenues, respectively. The current ore
reserves at San Luis gold mine are expected to be depleted in the
second quarter of 1997.
Net Income (Loss) Per Share - Income (loss) per common share is
calculated based upon the weighted average number of shares outstanding during
the years ended December31, 1995 and 1994. In
1994, convertible debt, stock options, and warrants have not been
included in the calculation of net loss per share, as the result is
anti-dilutive. In 1995, convertible debt, stock options, and
warrants have been included in the calculation of net income per
share as the result is dilutive. Income per common share, assuming
full dilution, approximates primary income per common share.
Income Taxes - The Company accounts for income taxes under the
liability method of SFAS No.109, whereby current and deferred tax
assets and liabilities are determined based on tax rates and laws
enacted as of the balance sheet date. Deferred tax expense
represents the change in the deferred tax asset/liability balance.
Reclassification - Certain reclassifications have been made to
conform the 1994 financial statements to the presentation in 1995.
The reclassifications had no effect on net income (loss).
Impact of Recently Issued Accounting Standards - In March 1995, the
Financial Accounting Standards Board issued a new statement titled
"Accounting for Impairment of Long-Lived Assets." This new
standard is effective for years beginning after December15, 1995
and would change the Company's method of determining impairment of
long-lived assets. Although the Company has not performed a
detailed analysis of the impact of this new standard on the
Company's financial statements, the Company currently does not
believe that adoption of the new standard will have a material
effect on the financial statements based on current estimates of
future production of the undeveloped properties and its extraction
facility. However, if future events, including changes in relevant
commodity prices, change the Company's estimates regarding the
underlying recoverability of these assets, the application of
FASB121 could have a material impact to the financial statements.
In October 1995, the Financial Accounting Standards Board issued a
new statement titled "Accounting for Stock-Based Compensation"
(FAS123). The new statement is effective for fiscal years
beginning after December15, 1995. FAS123 encourages, but does
not require, companies to recognize compensation expense for grants
of stock, stock options, and other equity instruments to employees
based on fair value. Companies that do not adopt the fair value
accounting rules must disclose the impact of adopting the new
method in the notes to the financial statements. Transactions in
equity instruments with non-employees for goods or services must be
accounted for on the fair value method. The Company currently does
not intend to adopt the fair value accounting prescribed by
FAS123, and will be subject only to the disclosure requirements
prescribed by FAS123. However, the Company intends to continue
its analysis of FAS123 and may elect to adopt its provisions in
the future.
2. Earth Sciences Extraction Company (ESEC):
In 1978, ESI entered into a 20-year sales agreement with the Yankee
Companies, covering substantially all of the uranium produced from
ESEC's solvent extraction facility. During the period from 1980
through 1987, the Yankee Companies made required prepayments for
uranium under the agreement related to debt service on a term loan,
which were in excess of uranium production from the facility and
which have accumulated as a prepayment balance.
In September 1987, ESEC suspended operations due to the suspension
of fertilizer manufacturing operations at an adjacent facility that
provided feedstock to ESEC. In May 1990, ESI and the Yankee
Companies agreed to modify the long-term sales agreement to allow
ESEC to develop alternative uses at the facility with the provision
that certain royalties or net profits from the facility be paid to
the Yankee Companies, and provide for repayment of any remaining
prepayment balance over a seven year period with interest accruing
as of January 1, 2005 at 8.50% and with repayment commencing no
earlier than December31, 2004. The prepayment balance is
collateralized by the solvent extraction facility, certain
underlying agreements, the land lease where the facility is
located, and certain leases held by the Company in Idaho. ESI is
a co-obligor of this liability.
At December31, 1995, the Company's consolidated balance sheet
included assets with a remaining net book value of approximately
$9,732,000 that relates to the extraction facility, consisting of
other current assets of $28,000 and the extraction facility with a
net carrying basis of $9,704,000, and approximately $9,382,000 of
deferred revenues related to the long-term sales contract for
output from the facility and $221,000 in accrued decommissioning
costs. The recovery of the Company's investment in these assets
and its ability to fulfill the terms of its agreement with the
Yankee Company, is dependent upon future operations of the facility
(which requires additional financing and certain permits) or a sale
of such assets. The Company believes it will utilize the facility
for some alternative use, and is pursuing the feasibility for the
production of purified phosphate products. Commercial production,
however, is dependent upon several factors, including obtaining
necessary financing and permits.
3. Property, Plant and Equipment:
<TABLE>
<CAPTION>
Property, plant and equipment as of December31, 1995 is summarized
as follows:
<S><C>Extraction
facility$13,786,000San Luis Land
(formerly El
Plomo land) and
mineral property577,000Land and mineral
properties,
including
deferred
exploration
and development
costs <F3>1,557,000Building and
other equipment606,000$16,526,000<FN>
<F3>
These land and mineral properties are not in production. The
recovery of the Company's investment in these assets is dependent
upon future production from such assets or a sale of the Company's
interests therein.
</FN>
</TABLE>
The Company's mineral properties include patented and unpatented
mining claims; the latter requiring annual rental fees to maintain
possessory titles. Certain bills have been introduced to in both
houses of United States which could adversely effect the potential
for development of existing unpatented mining claims and the
economics of operating mines on Federal unpatented mining claims if
enacted. All of these bills are in the early stages of the
legislative process and it is not possible to predict whether any
change in the mining laws will be enacted or if enacted, the form
the changes may take. In addition, the Company leases or has
options to lease various other claims. Such leases are cancelable
at the option of the Company. During 1994, the Company terminated
one lease agreement which resulted in a write-off of related
capital costs of approximately $191,000.
4. Notes Payable and Long-Term Debt:
<TABLE>
<CAPTION>
December
31,
1995Related Parties:<S><C>Note payable to stockholder at 9%. Principal and
accrued interest are convertible to common stock at
$.54 per share.$9,000Notes payable to officers/directors at 8%, with
quarterly payments of interest and principal of $250
and the balance due October31, 1998, collateralized
by real property. 9,000Notes payable to officers/directors at 9%, payments
have been deferred until after December31, 1996, at
which time, the holders may demand repayment. The
notes are collateralized by a mining property. Principal and accrued interest
are convertible to common
stock at $.54 per share.330,000Less current installments9,000$339,000
<CAPTION>
Other:
<S><C>Note payable to the Province of Alberta (Province) at
approximately 10%. The Province assumed this note in
1989 pursuant to a guarantee and was assigned the
collateral on the ESEC facility. ESIR and the
Province negotiated a standstill agreement, which has
been extended until January1, 1997, while ESEC
pursues an alternative use for the facility, at which
time a restructured note will be issued at prime plus
2% and payments will be determined as a percentage
(not to exceed 10%) of cash flow.
$312,000</TABLE>
<TABLE>
<CAPTION> Future maturities of notes payable and long-term debt are
as follows:
<S><C>1996$9,0001997642,00019989,000$660,000
</TABLE>
5. Income Taxes:
<TABLE>
<CAPTION>
Deferred tax assets (liabilities) are comprised of the
following at December31, 1995:Canadian
Subsidiary
Operations
U.S.
OperationsDeferred assets (liabilities):<S><C><C>Net operating loss
carryforward$359,000$1,498,000Tax credit carryforwards80,00013,000Depreciation
differences345,00012,000Mining properties basis
differences- 345,000Deferred revenue3,114,000- Other140,000115,000Net
deferred tax assets4,038,0001,983,000Less valuation
allowance(4,038,000)(1,983,000)Net deferred tax assets$- $-
</TABLE>
<TABLE>
The Company's actual effective income tax rate differs from the
U.S. Federal corporate income tax rate of 34% as follows for the
year ended December31, 1995:
<S>
Statutory Rate<C>
34%Non-deductible expenses:Equity in loss of foreign
subsidiary70%Other1%Reduction in valuation
allowance due to usage of NOL
carryforward and temporary
differences utilized(98%)Effect of graduated rates(7%)Effective tax rate0%
</TABLE>
The Company has remaining U.S. a net operating loss carryforward at
December 31, 1995 of approximately $4,100,000, which if not
utilized to reduce taxable income in future periods, will expire in
the years 1996 through 2007. In addition, the Company has $13,000
of alternative minimum tax credit which is available to offset
future U.S. regular tax liability. The net operating loss
carryforward related to the Canadian subsidiary and operations is
$799,000 (U.S.). The Canadian investment tax credit carryforward
for this subsidiary is $80,000 (U.S.).
6.Stockholders' Equity:
The Company has reserved 125,000 shares for awards under a stock
bonus plan established in 1978. As of December31, 1995, 73,400
shares remain available for award under the plan.
During 1994, the Board of Directors granted options to purchase
75,000shares, at the market price of $1.25per share, to certain
officers. These options will expire in November1997, and as of
December31, 1995, none have been exercised.
During 1994, the Company issued 440,935 shares of common stock and
realized net proceeds of $558,014. In connection with this
offering, the Company granted warrants to purchase 50,000 shares of
common stock to a consulting firm at an exercise price of
$2.50/share. The warrants are only exercisable if certain market
conditions exist and if not exercised, will expire in March1997.
During 1994, certain officers/directors converted notes payable,
totaling approximately $5,400 to shares of common stock under terms
of their notes, and were issued a total of 10,000shares.
During 1995, the Board of Directors granted options to purchase
10,000shares, at a price of $1.50per share, to a consultant.
These options will expire in October 2000, and as of December31,
1995, none have been exercised.
During 1995, the Board of Directors granted options to purchase
75,000shares, at the market price of approximately $1.31 per
share, to certain officers. These options will expire in November
1998, and as of December31, 1995, none have been exercised.
7. Profit Sharing Retirement Plan:
Effective January1, 1988, the Company formed a defined contribution and 401(k)
plan to cover all eligible employees. The Company
paid $28,715 and $24,458 as the contributions for 1995 and 1994,
respectively based on 10% of the eligible employees' annual
compensation. In 1995 and 1994, the Company also matched 401(K)
employee contributions up to 5% of gross salary, totaling $14,358
and $13,666, respectively.
8. Contingencies:
In June 1988, the Company received a Notice of Remedial Action
Order Amendment from the California Department of Health Services
(the Department) in which the Department stated that the Company
may be among a group of approximately 55 responsible parties with
respect to the release or threatened release of hazardous substances and/or
waste from the GBF/Pittsburgh Landfill, in Contra
Costa County, California. The Company responded to the Department
stating that Earth Sciences, Inc.: (1) has never conducted business
in California but that ESIC owned and operated a zinc chemical
facility in California from November 1979 through January 1983: (2)
neither the Company nor ESIC has any knowledge or information
related to the GBF/Pittsburgh Landfill. In January 1990, the
Company received an additional letter from the Department alleging
that the Company, ESIC and Chemical Pigment Corp. may be among a
group of responsible parties with respect to the GBF/Pittsburgh
Landfill and asking that they reimburse the State of California for
response costs incurred at the site to date, however, no potential
damages have been cited. The Company has notified its insurance
carriers of the potential claim. The Company has had no
correspondence related to this potential claim since 1990.
During January 1993, ESIC and others received a claim for alleged
damages to a property owned by an entity purchased by ESIC in 1979.
The claim alleges that ESIC and others are liable for a decrease in
property value and response and other costs related to chemical
contamination to the property. Documents submitted with the claim
indicate that chemical production may have occurred at the property
from 1926 through 1963. ESIC's predecessor owned the property from
1954 through 1963. ESIC responded to the claim stating that it was
not formed until 1979, has no assets and is not responsible for any
contamination on the property. During 1993, a formal action was
filed against ESIC, however, no potential damages were cited.
Discovery continued on the claim during 1994 and 1995.
During 1995, an adjacent property owner alleged similar heavy metal
contamination. This contamination is claimed to be a migratory
result of the same activities. Two of ESIC's insurance carriers
are paying for the defense costs in the cases.
If the Company's arguments do not succeed in the above matters, the
Company potentially could incur liabilities for which an amount
cannot be estimated. The Company intends to vigorously contest
these actions.
9. Related Party:
The Company made loans to an officer/director totaling $225,000 at
various times during the year ended December31, 1994, with
interest rates ranging from 8% to 10%. However, not more than
$85,000 was outstanding at any one time, and these loans and the
related interest, were paid back to the Company during the year.
During 1995, the Company made loans to the same officer/director
totaling $130,000 at an interest rate of 8%. However, not more
than $70,000 was outstanding at any one time and these loans, and
the related interest, were paid back to the Company during the
year. The loans were collateralized by amounts owing to the
officer/director from the Company.
Subsequent to year-end, the Company loaned the same officer/director $70,000 at
8% interest. This loan is collateralized by
amounts owing to the officer/director from the Company.
10. Fair Value of Financial Instruments (FAS 107):
<TABLE>
The estimated fair values for financial instruments under SFAS
No.107, Disclosures about Fair value of Financial Instruments, are
determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be
determined with precision. The estimated fair values of the
Company's financial instruments, as measured on December31, 1995
and 1994, are as follows:
<CAPTION>
December 31, 1995Carrying
AmountFair
Value<S><C><C>Cash and cash equivalents$262,000$262,000Certificates of
deposit475,000475,000Receivables 219,000219,000Payables -
trade20,00020,000Long-term debt660,000660,000Deferred revenues9,382,00
05,022,00
0
</TABLE>
The following methods and assumptions were used to estimate the
fair value of each class of financial instrument:
Cash and Cash Equivalents, Certificates of Deposit, Trade
Receivables, and Trade Payables - The carrying amounts approximate
fair value because of the short maturity of those instruments.
Long-Term Debt - The fair value was estimated using the Company's
effective borrowing rate.
Deferred Revenues - The fair value is estimated based on a discount
rate of 7% applied to an assumed repayment commencing in 2005 over
a seven-year period (see Note 2). The fair value of the deferred
revenue would decrease assuming an increase in the discount rate.
11.Concentrations of Credit Risk:
Credit risk represents the accounting loss that would be recognized
at the reporting date if counterparties failed completely to
perform as contracted. Concentrations of credit risk (whether on
or off balance sheet) that arise from financial instruments exist
for groups of customers or counterparties when they have similar
economic characteristics that would cause their ability to meet
contractual obligations to be similarly effected by changes in
economic or other conditions described below. In accordance with
FASB Statement No.105, Disclosure of Information about Financial
Instruments with Off-Balance-Sheet Risk and Financial Instruments
with Concentrations of Credit Risk, the credit risk amounts shown
do not take into account the value of any collateral or security.
Financial instruments that subject the Company to credit risk
consist principally of money market instruments, certificates of
deposit, and receivables.
All of the Company's royalty income for the years ended
December31, 1995 and December31, 1994 was generated from one
customer. This customer also is responsible for essentially all of
the Company's accounts receivable.
At December 31, 1995, receivables totaled $219,000. For the years
ended December 31, 1995 and 1994, the Company had no bad debts.
The Company believes that no allowance for doubtful accounts is
considered necessary.
12.Business Segment Information:
The Company has identified its principal business segments as
natural resource exploration and development and ownership of a
solvent extraction facility. These segments are shown in the
accompanying table as ESI and ESIR, respectively. ESIR is located
in Canada.
<TABLE>
EARTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPT
ION>
TOTAL
REVENUE
INTER-
SEGMENT
REVENUE
REVENUE
NET
INCOME
(LOSS)
IDENTIFIAB
LE
ASSETS
DEPLETI
ON,
DEPRECI
ATION
AND
AMORTIZ
ATION
CAPI
TAL
EXPE
NDIT
URES1995:<S><C><C><C><C><C><C><C>ESI$1,063,000$21,000$1,042,000$422,000$2,983,000
$97,000$17,
000ESIR- - - (284,000)9,732,000137,0009,00
0Total$1,063,000$21,000$1,042,000$138,000$12,715,00
0$234,00
0$26,
000<CAPT
ION>
1994
:<S><C><C><C><C><C><C><C>ESI$1,001,000$19,000$982,000$106,000$2,840,000$87,000$90
,
000ESIR- - - (273,000)9,586,000138,000-
Total$1,001,000$19,000$982,000$(167,000
)$12,426,00
0$225,00
0$90,
000
</TABLE>
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.
<TABLE>
<CAPTION>
Name
AgePositions
and OfficesTerm
ExpiresFirst Became
Director<S><C><C><C><C>Ramon E. Bisque64Chairman of
the Board of
Directors
and Member
of the
Executive
CommitteeAnnual
Meeting
Date,
19961963Duane N. Bloom62Director,
Chairman of
the
Executive
Committee
Secretary, "1963Robert C. Hart87Director,
Member of
the
Committee
Audit "1973Robert H.
Lowdermilk59Director,
Member of
the Audit
Committee"1990Mark H.
McKinnies44Director,
President,
Treasurer,
Member of
the
Executive
Committee"1983Kristen R.
Stevens33Director,
Member of
the Audit
Committee"1991
<FN>
There are no arrangements or understandings between any directors
or executive officers and any other person or persons pursuant to
which they were selected as director or executive officer.
Each of the officers named above serves from year to year at the
pleasure of the Board of Directors. Drs. Bisque and Bloom were
first elected to the Board of Directors of Earth Sciences, Inc.`s
predecessor company as of February 18, 1963. Drs. Bisque and Bloom
were first elected to serve in their present offices on March 22,
1974. Mr. McKinnies was elected Controller on January 25, 1980,
Secretary on January 23, 1981 and as a Director and President on
February 23, 1983.
Dr. Bisque is Professor Emeritus at the Colorado School of Mines,
Golden, Colorado and was a co-founder of Earth Sciences, Inc. in
1963. Dr. Bisque has been Chairman of the Board of Directors and
a member of the Executive Committee since 1974. Dr. Bisque has
been employed full or part time by Registrant since that time.
Dr. Bloom was a co-founder of Earth Sciences, Inc. in 1963. Dr.
Bloom has been employed full time by Registrant since that time.
For several years prior to his retirement in 1974, Mr. Hart was
employed by Rio Algom, Ltd., Toronto, Canada, as Manager of
Exploration for that Company. Since his retirement, Mr. Hart has
been self-employed as a geological consultant.
Mr. Lowdermilk has been president of Tectonic Construction Company,
a producer of washed aggregates and specialty sands since 1986.
Mr. Lowdermilk has a long history in construction and engineering
projects.
Mr. McKinnies is a CPA and worked for Peat, Marwick, Mitchell & Co.
before commencing employment at ESI. Mr. McKinnies joined
Registrant as Accounting Manager in January, 1978, was appointed
Manager of Finance and Administration in January, 1979, was elected
Controller of the Corporation in January, 1980, was elected
Secretary in January, 1981 and was elected President in February,
1983.
Ms. Stevens has been an attorney since her graduation from Stanford
University in 1987 and specializes in real estate and other
business matters.
Mr. Hart is the step-grandfather of Ms. Stevens. No other family
relationship exists between any individuals named in Item 9(a)
above.
</FN>
</TABLE>
Item 10. Executive Compensation.
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation Long Term Compensation
Name of
Individual and
Principal
Position <F4>YearSalaryOther <F5>Securities
Underlying
Options<S><C><C><C><C>Ramon E.
Bisque,
Chairman of
the Board 1995
1994
1993$74,765
$72,630
$78,184$11,148
$10,617
$10,11225,000
25,000
0Duane N.
Bloom,
Chairman of
the Executive
Committee,
Secretary and
Director1995
1994
1993$101,931
$96,927
$92,186$14,864
$14,156
$14,08225,000
25,000
0Mark H.
McKinnies,
Director,
President and
Treasurer1995
1994
1993$96,763
$92,182
$89,714$14,421
$13,735
$18,31425,000
25,000
0
<FN>
<F4>
All individuals are members of the Executive Committee of
Registrant, which performs the duties of the Chief Executive
Officer.
<F5>
Amounts represent pension and matching 401(k) payments made to a
qualified plan by Registrant for the benefit of the named
individual.
</FN>
</TABLE>
<TABLE>
Options/SAR Grants in Last Fiscal Year
Individual Grants
<CAPTION>
NameNumber of
Securities
Underlying
Options
Granted (#)% of Total
Options
Granted to
Employees in
Fiscal YearExercise
or Base
Price
($/Sh)Expirati
on Date<S><C><C><C><C>Ramon E.
Bisque25,00033%$1.3111/1/98Duane N.
Bloom25,00033%$1.3111/1/98Mark H.
McKinnies25,00033%$1.3111/1/98
</TABLE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option
Values
<CAPTION>
NameShares
Acquired
on
ExerciseValue
RealizedNumber of
Securities
Underlying
Unexercised
Options at FY-End (#) <F6>Value of
Unexercise
d Options
at FY-End<S><C><C><C><C>Ramon E. Bisque0$ 050,000$36,500Duane N. Bloom0$
050,000$36,500Mark H.
McKinnies0$ 050,000$36,500
<FN>
<F6>
All options shown were exerciseable as of year end.
</FN>
</TABLE>
Compensation of Directors
Directors who are not also executive officers of Registrant are
accruing compensation in the amount of $500 quarterly, which amount
may be paid by issuance of Registrant's common stock, and are
reimbursed for any out-of-pocket expenses incurred in attendance at
meetings. The number of shares of stock which may be issued will
be determined using the quarterly compensation amount and the
average between the bid and asked price quoted during the quarter.
No stock was issued or other payments made under this accrual
method in 1995.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
<TABLE>
The following table sets forth the number of shares of the
Registrant's common stock owned beneficially as of March 15, 1996,
by each person known by Registrant to have owned beneficially more
than five percent of such shares then outstanding, by each person
serving as a named officer and/or a director of Registrant and by
all of Registrant's officers and directors as a group. With the
exception of Mr. Lowdermilk , each of the individuals named below
has sole voting and investment power for the respective shares.
<CAPTION>
Name and AddressAmount and Nature
of Beneficial
Ownership
Percent of Class<S><C><C>Ramon E. Bisque
9113 Fern Way
Golden, CO617,020 <F7>9.38%Duane N. Bloom
5565 Pine Ridge Rd.
Golden, CO743,297 <F8>11.06%Robert C. Hart
4 Willow St.
Waterloo, Ontario31,871Less than 1%Robert H. Lowdermilk
100 Cherry St.
Denver, CO470,555 <F9>7.40%Mark H. McKinnies
10134 S Pinedale Dr.
Conifer, CO122,065 <F10>2.01%Douglas N. Stevens
250 Glenridge Dr.
Waterloo, Ontario408,569 <F11>6.38%
Kristen R. Stevens
667 N Marine Dr.
Tamuning, Guam200 <F12>Less than 1%Directors and Officers
as a Group (6
individuals)1,993,008 <F13>28.21%<FN>
Notes to Item 11:
<F7>
Included in the amount shown are 223,090 shares to which Dr. Bisque
has the right to acquire beneficial ownership through convertible
debt and stock options.
<F8>
Included in the amount shown are 364,978 shares to which Dr. Bloom
has the right to acquire beneficial ownership through convertible
debt and stock options.
<F9>
Included in the amount shown are 125,000 shares registered in the
name of Mr. Lowdermilk's wife, Ann Gragg Lowdermilk.
<F10>
Included in the amount shown are 122,065 shares to which Mr.
McKinnies has the right to acquire beneficial ownership through
convertible debt and stock options.
<F11>
Included in the amount shown are 51,614 shares to which Dr. Stevens
has the right to acquire beneficial ownership through convertible
debt. Dr. Stevens is the father of Ms. Stevens, a director of
Registrant, and disclaims any beneficial ownership in shares owned
by Ms. Stevens or Mr. Hart.
<F12>
Ms. Stevens in the daughter of Dr. Stevens and the step
granddaughter of Mr. Hart and disclaims any beneficial ownership in
their shares.
<F13>
The amount shown includes 761,747 shares to which individuals in
the group have the right to acquire beneficial ownership through
convertible debt and stock options.
</FN>
</TABLE>
Item 12. Certain Relationships and Related Transactions.
(a) At various times during 1994 and 1995, Dr. Bisque borrowed a
total of $225,000 and $130,000, respectively, from Registrant at an
interest rate ranging from 8% to 10%. Not more than $85,000 was
outstanding at any one time and these loans were paid back a total
of 6 times to Registrant during the 2 year period. All of the
amounts borrowed were collateralized by amounts owing to Dr. Bisque
by Registrant and were made available from funds that would have
otherwise only earned Registrant approximately 5%.
Item 13. Exhibits and Reports on Form 8-K.
<TABLE>
(a) Exhibits and Index of Exhibits (all exhibits are incorporated
by reference except Exhibit 27 which is filed herewith; all such
Exhibits were filed as Exhibits to Registrant's 1993 Form 10KSB).
<CAPTION>
No. Description
<S> <C>
3.1 Articles of Incorporation, as amended.
3.2 By-laws.
4.1 Agreement for Conversion Rights dated July 31, 1991.
4.2 Conversion Agreement dated June 23, 1993.
10.1 Uranium Extraction Agreement dated May 14, 1976 between
Registrant and Western Co-operative Fertilizers, Limited.
10.2 Lease dated April 3, 1978 between Western Co-operative
Fertilizers, Limited and ESI Resources, Ltd.
10.3 Mining Lease dated October 1, 1987 between Registrant and
Battle Mountain Gold Company.
10.4 Letter of Intent - Gold Joint Venture in Venezuela dated
December 31, 1987 between Registrant and GEO C.A.
21.1 Subsidiaries of Registrant.
27 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Earth Sciences, Inc.
(Registrant)
By
/s/ Mark H. McKinnies Mark H. McKinnies, President and Principal
Financila Officer
/s/ Duane N. Bloom Duane N. Bloom, Member of Executive Committee
Date March 22, 1996
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
/s/ Ramon E. Bisque /s/ Robert H. Lowdermilk
Ramon E. Bisque Robert H. Lowdermilk
Chairman of The Board of Directors Director
March 22, 1996 March 22, 1996
Date Date
/s/Duane N. Bloom /s/ Mark H. McKinnies
Duane N. Bloom, Director Mark H. McKinnies, Director
March 22, 1996 March 22, 1996
Date Date
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE>
<MULTIPLIER>1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 262
<SECURITIES> 0
<RECEIVABLES> 219
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1011
<PP&E> 16526
<DEPRECIATION> 4822
<TOTAL-ASSETS> 12715
<CURRENT-LIABILITIES 62
<BONDS> 651
0
0
<COMMON> 64
<OTHER-SE> 1946
<TOTAL-LIABILITY-AND-EQUITY> 12715
<SALES> 0
<TOTAL-REVENUES> 1043
<CGS> 0
<TOTAL-COSTS> 905
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 82
<INCOME-PRETAX> 138
<INCOME-TAX> 0
<INCOME-CONTINUING> 138
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 138
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
