<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1995
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 0-9897
SOLV-EX CORPORATION
(Exact name of Registrant as specified in its charter)
New Mexico 85-0283729
---------- ----------
(State or other jurisdiction of (IRS employer identification)
incorporation or organization)
500 Marquette, NW, Suite 300, Albuquerque, NM 87102
---------------------------------------------------
(Address of principal executive offices)
(505)-243-7701
--------------
(Registrant's telephone number, including area code)
Former name, former address and former fiscal year, if changed since last
report: None
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common, Capital Stock, $.01 per value
-------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES XX NO
____ ____
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date: Common Stock, $.01 par value,
20,893,440 shares outstanding as of October 4,1995.
<PAGE>
SOLV-EX CORPORATION
AND SUBSIDIARIES
(Development Stage Enterprises)
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets,
September 30, 1995 and June 30, 1995 (Unaudited) 1
Consolidated Statements of Operations,
three months ended September 30, 1995 and 1994
and Cumulative from Inception (Unaudited) 2
Consolidated Statements of Stockholders' Equity,
three months ended September 30, 1995 and
Cumulative from Inception (Unaudited) 3-11
Consolidated Statements of Cash Flows, three
months ended September 30, 1995 and 1994,
and Cumulative from Inception (Unaudited) 12-13
Notes to Consolidated Financial Statements
(Unaudited) 14
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 15-17
PART II. OTHER INFORMATION
Item 6. There were no reports filed on Form 8-K during the three
months ended September 30, 1995.
Each other item of information required under Part II is inapplicable for the
quarter ended September 30, 1995.
(i)
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
ASSETS 1995 1995
- - ------ ------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,844,986 854,719
Contract account receivable 30,000 30,000
Working interest receivable 131,652 -
Deferred financing costs 73,892 69,954
Other 62,825 50,252
------------ ------------
Total current assets 2,143,355 1,004,925
------------ ------------
Property, plant and equipment, at cost:
Mineral lease 2,150,630 1,741,983
Pilot plant land 167,768 167,768
Pilot plant buildings 357,162 329,419
Field and laboratory equipment 1,306,476 1,105,144
Furniture, fixtures and leasehold
improvements 306,834 284,187
Construction in process 1,789,548 1,237,924
------------ ------------
6,078,418 4,866,425
Less accumulated depreciation
and amortization 876,093 834,377
------------ ------------
Net property, plant and equipment 5,202,325 4,032,048
------------ ------------
Patents, at cost, net of accumulated
amortization of $33,415 at September
30,1995 and $30,073 at June 30,
1995 346,828 337,270
Other assets, at cost 1,027 2,600
------------ ------------
$ 7,693,535 5,376,843
----------- -----------
----------- -----------
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 148,282 526,709
Deferred compensation 99,000 99,000
Current installments of long-term debt 19,738 9,927
------------ ------------
Total current liabilities 267,020 635,636
------------ ------------
Long-term debt, excluding current
installments 64,125 66,500
------------ ------------
Total liabilities 331,145 702,136
------------ ------------
Stockholders' equity:
Common stock, $.01 per value
Authorized 30,000,000 shares;
issued and outstanding 20,883,440
shares at September 30, 1995, and
20,277,440 at June 30, 1995 208,834 202,774
Additional paid-in capital 26,973,151 23,549,871
Unearned compensation (9,140) (12,187)
Deficit accumulated during development
stage (19,810,455) (19,065,751)
------------ ------------
Total stockholders' equity 7,362,390 4,674,707
------------ ------------
Commitments and contingencies
------------ -------------
$ 7,693,535 5,376,843
------------ -------------
------------ -------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994,
AND CUMULATIVE FROM JULY 2, 1980 (INCEPTION)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, CUMULATIVE
FROM JULY 2, 1980
1995 1994 (INCEPTION)
------------ ------------ -----------------
<S> <C> <C>
Revenues:
Contract fees $ - - 5,278,637
Interest 26,850 12,441 1,726,882
Gain on sale of equipment - 410 15,078
State Grant - - 407,760
------------ ------------ -------------
26,850 12,851 7,428,357
------------ ------------ -------------
Expenses:
Research and development 662,882 564,316 15,638,204
Research and development
funded by others (131,652) (670,292) (2,164,608)
General and administrative 240,324 143,579 12,431,683
Write-off of mineral lease - - 1,447,453
------------ ------------ -------------
771,554 37,603 27,352,732
------------ ------------ -------------
Minority interest in loss
of subsidiary - - 113,920
------------ ------------ ------------
Net (loss) (744,704) (24,752) (19,810,455)
------------ ------------ -------------
------------ ------------ -------------
Weighted average number of
common shares outstanding 20,688,788 18,665,018 14,069,517
------------ ------------ -------------
------------ ------------ -------------
(Loss) per common share $ (0.04) $ (0.00) $ 1.41
------------ ------------ -------------
------------ ------------ -------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE COMMON STOCK ADDITIONAL COMMON
PER -------------------------- PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
------- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Issued to officers/directors:
For costs related to patent, July 2, 1980 $ 0.010 2,700,000 $ 27,000 - -
For cash, September 1, 1980 0.010 1,500,000 15,000 - -
For services, September 1, 1980 0.010 750,000 7,500 - -
Sold to nonaffiliated parties for cash:
September 10, 1980 0.010 100,000 1,000 - -
September 15, 1980 0.125 200,000 2,000 23,000 -
October 10 and December 31, 1980 0.250 1,520,000 15,200 364,800 -
Subscribed, net of offering costs and commissions - - - 3,392,736 40,000
Common stock warrants - - - 400 -
Net (loss) - - - - -
------------ ---------- ----------- ---------
Balance at June 30, 1981 6,770,000 $ 67,700 3,780,936 40,000
------------ ---------- ----------- ---------
Sold for cash in public offering, July 17, 1981 1.000 4,000,000 40,000 - (40,000)
Issued to officers/directors, November 2, 1981:
For costs related to patent 0.010 200,000 2,000 - -
For cash 0.010 200,000 2,000 - -
Sold to nonaffiliated parties for cash,
December 22, 1981 1.000 225,000 2,250 222,750 -
Increase in additional paid-in capital for
stock options - - - 161,875 -
Issued for mineral leases, February 2, 1982 1.875 150,000 1,500 279,500 -
Subscribed - - - 26,625 250
Net (loss) - - - - -
------------ ---------- ----------- ---------
Balance at June 30, 1982 11,545,000 $ 115,450 4,471,686 250
------------ ---------- ----------- ---------
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
---------- -------- ----------- -------------
<S> <C> <C> <C> <C>
Issued to officers/directors:
For costs related to patent, July 2, 1980 - - - 27,000
For cash, September 1, 1980 - - - 15,000
For services, September 1, 1980 - - - 7,500
Sold to nonaffiliated parties for cash:
September 10, 1980 - - - 1,000
September 15, 1980 - - - 25,000
October 10 and December 31, 1980 - - - 380,000
Subscribed, net of offering costs and commissions - - - 3,432,736
Common stock warrants - - - 400
Net (loss) - - (72,058) (72,058)
--------- ------- ---------- -----------
Balance at June 30, 1981 - - (72,058) 3,816,578
--------- ------- ---------- -----------
Sold for cash in public offering, July 17, 1981 - - - -
Issued to officers/directors, November 2, 1981:
For costs related to patent - - - 2,000
For cash - - - 2,000
Sold to nonaffiliated parties for cash,
December 22, 1981 - - - 225,000
Increase in additional paid-in capital for
stock options - - - 161,875
Issued for mineral leases, February 2, 1982 - - - 281,000
Subscribed (22,000) - - 4,875
Net (loss) - - (499,100) (499,100)
--------- ------- ---------- -----------
Balance at June 30, 1982 (22,000) - (571,158) 3,994,228
--------- ------- ---------- -----------
</TABLE>
(continued)
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE COMMON STOCK ADDITIONAL COMMON
PER -------------------------- PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
------- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Increase in additional paid-in capital for stock - - - 468,000 -
warrants
Increase in additional paid-in capital for stock
options and subscriptions - - - 247,600 -
Collection on stock subscription receivable - - - - -
Net (loss) - - - - -
----------- ---------- ----------- ---------
Balance at June 30, 1983 11,545,000 $ 115,450 5,187,286 250
------------ ---------- ----------- ---------
Sold for cash in private placements net of
placement costs, July 7 and July 18, 1983 4.250 1,000,000 10,000 3,966,680 -
Increase in additional paid-in capital for stock
options - - - 20,525 -
Stock subscription receivable:
Collection - - - 10,000 -
Issuance of stock, March 21, 1984 1.000 25,000 250 - (250)
Net (loss) - - - - -
------------ ---------- ----------- ---------
Balance at June 30, 1984 12,570,000 $ 125,700 9,174,491 -
------------ ---------- ----------- ----------
Net (loss) - - - - -
------------ ---------- ----------- ----------
Balance at June 30, 1985 12,570,000 $ 125,700 9,174,491 -
------------ ---------- ----------- ----------
Stock options exercised:
September 9, 1985 through June 3, 1986 1.380 22,103 221 30,281 -
October 25, 1985 and May 8, 1986 1.047 10,000 100 10,368 -
February 4, 1986 0.750 20,000 200 14,800 -
February 5 through April 30, 1986 1.200 450,000 4,500 535,500 -
February 10 and May 29, 1986 1.219 23,897 239 28,886 -
Net (loss) - - - - -
------------ ---------- ----------- ---------
Balance at June 30, 1986 13,096,000 $ 130,960 9,794,326 -
------------ ---------- ----------- ---------
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
---------- -------- ----------- -------------
<S> <C> <C> <C> <C>
Increase in additional paid-in capital for stock
warrants - - - 468,000
Increase in additional paid-in capital for stock
options and subscriptions - - - 247,600
Collection on stock subscription receivable 12,000 - - 12,000
Net (loss) - - (1,646,475) (1,646,475)
--------- ------- ----------- -----------
Balance at June 30, 1983 (10,000) - (2,217,633) 3,075,353
--------- -------- ----------- -----------
Sold for cash in private placements net of
placement costs, July 7 and July 18, 1983 - - - 3,976,680
Increase in additional paid-in capital for stock
options - - - 20,525
Stock subscription receivable:
Collection - - - 10,000
Issuance of stock, March 21, 1984 - - - -
Net (loss) - - (3,823,647) (3,823,647)
--------- ------- ---------- -----------
Balance at June 30, 1984 - - (6,041,280) 3,258,911
--------- ------- ---------- -----------
Net (loss) - - (1,786,696) (1,786,696)
--------- ------- ---------- -----------
Balance at June 30, 1985 - - (7,827,976) 1,472,215
--------- ------- ---------- -----------
Stock options exercised:
September 9, 1985 through June 3, 1986 - - - 30,502
October 25, 1985 and May 8, 1986 - - - 10,468
February 4, 1986 - - - 15,000
February 5 through April 30, 1986 - - - 540,000
February 10 and May 29, 1986 - - - 29,125
Net (loss) - - (947,636) (947,636)
--------- ------- ---------- -----------
Balance at June 30, 1986 - - (8,775,612) 1,149,674
--------- ------- ---------- -----------
(continued)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE COMMON STOCK ADDITIONAL COMMON
PER ---------------------------- PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
---------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Common stock warrant exercised:
April 13, 1987 1.500 2,172 22 3,236 -
Stock options exercised:
April 14 through June 2, 1987 1.000 14,000 140 13,860 -
May 11, 1987 1.047 5,000 50 5,184 -
Net (loss) - - - - -
------------ ------------ ------------ -------------
Balance at June 30, 1987 13,117,172 $ 131,172 9,816,606 -
------------ ------------ ------------ -------------
Stock options exercised:
July 1 through August 31, 1987 1.000 36,000 360 35,640 -
July 23 through September 30, 1987 2.000 30,000 300 59,700 -
July 29 through August 26, 1987 1.625 8,000 80 12,920 -
May 20, 1988 1.062 20,000 200 21,050 -
Sold for cash in private placement net of
placement costs, August 10, 1987 through
September 22, 1987 1.875 715,000 7,150 1,203,763 -
Acquisition and retirement of treasury stock,
September 16, 1987 2.125 (5,000) (50) (10,575) -
Sold to directors for cash, April 25 and 26, 1988 1.125 27,778 278 30,972 -
Net (loss) - - - - -
------------ ------------ ------------ -------------
Balance at June 30, 1988 13,948,950 $ 139,490 11,170,076 -
------------ ------------ ------------ -------------
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
---------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Common stock warrant exercised:
April 13, 1987 - - - 3,258
Stock options exercised:
April 14 through June 2, 1987 - - - 14,000
May 11, 1987 - - - 5,234
Net (loss) - - (86,296) (86,296)
------------ ----------- ------------ ------------
Balance at June 30, 1987 - - (8,861,908) 1,085,870
------------ ----------- ------------ ------------
Stock options exercised:
July 1 through August 31, 1987 - - - 36,000
July 23 through September 30, 1987 - - - 60,000
July 29 through August 26, 1987 - - - 13,000
May 20, 1988 - - - 21,250
Sold for cash in private placement net of
placement costs, August 10, 1987 through
September 22, 1987 - - - 1,210,913
Acquisition and retirement of treasury stock,
September 16, 1987 - - - (10,625)
Sold to directors for cash, April 25 and 26, 1988 - - - 31,250
Net (loss) - - (556,490) (556,490)
------------ ----------- ------------ ------------
Balance at June 30, 1988 - - (9,418,398) 1,891,168
------------ ----------- ------------ ------------
(continued)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE COMMON STOCK ADDITIONAL COMMON
PER ------------------------------ PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
--------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
Stock options exercised:
September 2, 1988 through June 8, 1989 1.000 54,478 545 53,933 -
September 6, 1988 through June 28, 1989 1.047 25,522 255 26,464 -
September 13, 1988 through May 3, 1989 1.625 36,500 365 58,948 -
October 7, 1988 through May 8, 1989 2.125 20,000 200 42,300 -
December 29, 1988 through March 29, 1989 2.312 13,757 137 31,676 -
January 9 through June 30, 1989 1.219 75,000 750 90,655 -
January 17 through January 23, 1989 1.438 91,208 912 135,825 -
March 10, 1989 1.656 10,000 100 16,462 -
June 2 through June 8, 1989 1.078 15,000 150 16,022 -
Sold to director for cash, September 3, 1988 1.750 20,000 200 34,800 -
Net (loss) - - - - -
------------ ------------ ------------- ----------
Balance at June 30, 1989 14,310,415 $ 143,104 11,677,161 -
------------ ------------ ------------- ----------
Stock options exercised:
July 10, 1989 through September 8, 1989 1.078 77,753 778 83,050 -
July 21, 1989 through October 6, 1989 1.047 55,000 550 57,028 -
July 25, 1989 through October 4, 1989 1.219 148,076 1,480 178,986 -
September 11 through September 20, 1989 1.234 81,012 810 99,190 -
October 6, 1989 2.156 10,000 100 21,463 -
October 6, 1989 0.813 10,000 100 8,025 -
October 18, 1989 1.984 10,000 100 19,743 -
May 11, 1990 through May 25, 1990 1.844 20,760 208 38,069 -
May 18, 1990 1.656 15,000 150 24,694 -
May 18, 1990 1.625 10,000 100 16,150 -
Stock issued in connection with acquisition of
controlling interest in Can-Amera Oil Sands, Inc.,
December 18, 1989 1.630 75,000 750 121,500 -
Sold to director for cash, June 7, 1990 0.500 50,000 500 24,500 -
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
------------ ---------- --------------- --------------
<S> <C> <C> <C> <C>
Stock options exercised:
September 2, 1988 through June 8, 1989 - - - 54,478
September 6, 1988 through June 28, 1989 - - - 26,719
September 13, 1988 through May 3, 1989 - - - 59,313
October 7, 1988 through May 8, 1989 - - - 42,500
December 29, 1988 through March 29, 1989 - - - 31,813
January 9 through June 30, 1989 - - - 91,405
January 17 through January 23, 1989 - - - 136,737
March 10, 1989 - - - 16,562
June 2 through June 8, 1989 - - - 16,172
Sold to director for cash, September 3, 1988 - - - 35,000
Net (loss) - - (1,035,074) (1,035,074)
------------ ---------- --------------- --------------
Balance at June 30, 1989 - - (10,453,472) 1,366,793
------------ ---------- --------------- --------------
Stock options exercised:
July 10, 1989 through September 8, 1989 - - - 83,828
July 21, 1989 through October 6, 1989 - - - 57,578
July 25, 1989 through October 4, 1989 - - - 180,466
September 11 through September 20, 1989 - - - 100,000
October 6, 1989 - - - 21,563
October 6, 1989 - - - 8,125
October 18, 1989 - - - 19,843
May 11, 1990 through May 25, 1990 - - - 38,277
May 18, 1990 - - - 24,844
May 18, 1990 - - - 16,250
Stock issued in connection with acquisition of
controlling interest in Can-Amera Oil Sands, Inc.,
December 18, 1989 - - - 122,250
Sold to director for cash, June 7, 1990 - - - 25,000
(continued)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE COMMON STOCK ADDITIONAL COMMON
PER ------------------------------ PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
--------- ---------------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
Increase in additional paid-in capital for stock
options - - - 87,350 -
Increase in additional paid-in capital for Directors
Compensation-Stock Purchase - - - 428,000 -
Net (loss) - - - - -
---------------- ------------ ------------- -----------
Balance at June 30, 1990 14,873,016 $ 148,730 12,884,909 -
---------------- ------------ ------------- -----------
Sold to director for cash, July 27, 1990 0.500 100,000 1,000 49,000 -
Stock options exercised:
August 16, 1990 through August 20, 1990 1.500 20,000 200 29,800 -
September 13, 1990 1.625 5,500 55 8,882 -
May 1, 1991 1.500 10,000 100 14,900 -
May 2, 1991 0.750 30,000 300 22,200 -
May 2, 1991 1.000 25,000 250 24,750 -
June 4, 1991 1.156 10,000 100 11,463 -
Issued to individuals as compensation for services,
November 8, 1990 1.250 1,000 10 1,240 -
Sold to director for cash, March 12, 1991 1.156 21,620 216 24,784 -
Sold to director for cash, April 29, 1991 0.500 100,000 1,000 49,000 -
Increase in additional paid-in capital for
Director Compensation-Stock Purchase - - - - 78,125
Net (loss) - - - - -
---------------- ------------- ------------- ----------
Balance at June 30, 1991 15,196,136 $ 151,961 13,199,053 -
---------------- ------------- ------------- ----------
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
------------ ----------- -------------- ------------
<S> <C> <C> <C> <C>
Increase in additional paid-in capital for stock
options - - - 87,350
Increase in additional paid-in capital for Directors
Compensation-Stock Purchase - - - 428,000
Net (loss) - - (1,384,785) (1,384,785)
------------ ----------- ------------- ------------
Balance at June 30, 1990 - - (11,838,257) 1,195,382
------------ ----------- ------------- ------------
Sold to director for cash, July 27, 1990 - - - 50,000
Stock options exercised:
August 16, 1990 through August 20, 1990 - - - 30,000
September 13, 1990 - - - 8,937
May 1, 1991 - - - 15,000
May 2, 1991 - - - 22,500
May 2, 1991 - - - 25,000
June 4, 1991 - - - 11,563
Issued to individuals as compensation for services,
November 8, 1990 - - - 1,250
Sold to director for cash, March 12, 1991 - - - 25,000
Sold to director for cash, April 29, 1991 - - - 50,000
Increase in additional paid-in capital for
Director Compensation-Stock Purchase - - - 78,125
Net (loss) - - (700,382) (700,382)
------------ ----------- ------------- ------------
Balance at June 30, 1991 - - (12,538,639) 812,375
------------ ----------- ------------- ------------
(continued)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE ADDITIONAL COMMON
PER COMMON STOCK PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
--------- ------------ ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Stock options exercised:
July 19, 1991 1.500 7,000 70 10,430 -
July 22, 1991 1.063 12,000 120 12,630 -
July 31, 1991 1.500 8,000 80 11,920 -
October 17, 1991 through November 7, 1991 1.380 35,000 350 47,950 -
December 3, 1991 1.500 7,211 72 10,745 -
January 15, 1992 through April 13, 1992 1.438 35,000 350 49,962 -
February 26, 1992 1.840 19,500 195 35,685 -
March 2, 1992 1.500 10,000 100 14,900 -
March 31, 1992 1.690 15,000 150 25,163 -
June 10, 1992 1.500 12,000 120 17,880 -
Sold to director for cash, August 23, 1991 0.500 100,000 1,000 49,000 -
Increases in additional paid-in capital for
Directors Compensation-Stock Purchase - - - 87,500 -
Issued to individuals as compensation for services
January 16, 1992 1.380 28,985 290 39,710 -
Issued to individuals for deferred and other
compensation 1.250 217,000 2,170 269,080 -
Net (loss) - - - - -
------------ ------------- ------------- ----------
Balance at June 30, 1992 15,702,832 $ 157,028 13,881,608 -
------------ ------------- ------------- ----------
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
---------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
Stock options exercised:
July 19, 1991 - - - 10,500
July 22, 1991 - - - 12,750
July 31, 1991 - - - 12,000
October 17, 1991 through November 7, 1991 - - - 48,300
December 3, 1991 - - - 10,817
January 15, 1992 through April 13, 1992 - - - 50,312
February 26, 1992 - - - 35,880
March 2, 1992 - - - 15,000
March 31, 1992 - - - 25,313
June 10, 1992 - - - 18,000
Sold to director for cash, August 23, 1991 - - - 50,000
Increases in additional paid-in capital for
Directors Compensation-Stock Purchase - - - 87,500
Issued to individuals as compensation for services
January 16, 1992 - - - 40,000
Issued to individuals for deferred and other
compensation - - - 271,250
Net (loss) - - (758,434) (758,434)
---------- ------------ --------------- ------------
Balance at June 30, 1992 - - (13,297,073) 741,563
---------- ------------ --------------- ------------
(continued)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE ADDITIONAL COMMON
PER COMMON STOCK PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
--------- -------------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
Sold for cash in private placements, net of offering
costs and commissions:
July 7, 1992 through September 9, 1992 0.750 600,001 6,000 444,000 -
October 30, 1992 through December 1, 1992 0.750 466,665 4,667 345,333 -
December 31, 1992 1.341 157,500 1,575 209,705 -
January 15, 1993 1.418 25,600 256 36,032 -
February 28, 1993 1.358 120,000 1,200 161,813 -
March 1, 1993 1.358 132,000 1,320 177,970 -
April 6, 1993 2.500 100,000 1,000 222,750 -
May 31, 1993 3.750 278,777 2,788 1,035,477 -
June 30, 1993 3.750 28,000 280 104,720 -
June 30, 1993 3.500 100,000 1,000 349,000 -
Issued to individuals as compensation for services
and expenses, October 9, 1992 1.250 30,065 301 37,280 -
Issued as compensation to an officer,
October 9, 1992 1.313 50,000 500 65,125 -
Redemption of consolidated subsidiary,
Can-Amera Oil Sands, Inc., long-term debt with
Can-Amera Oil Sands, Inc. common stock - - - 1,447,980 -
Stock options exercised:
December 9, 1992 1.188 10,000 100 11,775 -
December 22, 1992 1.500 10,000 100 14,900 -
January 15, 1993 1.500 10,000 100 14,900 -
March 19, 1993 1.000 25,000 250 24,750 -
March 19, 1993 1.188 17,211 172 20,266 -
April 14, 1993 1.000 10,000 100 9,900 -
June 30, 1993 1.500 13,000 130 19,370 -
June 30, 1993 2.600 5,000 50 12,950 -
Sold to directors for cash,
August 6, 1992 through October 16, 1992 0.500 600,000 6,000 294,000 -
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
------------ ----------- --------------- ----------
<S> <C> <C> <C> <C>
Sold for cash in private placements, net of offering
costs and commissions:
July 7, 1992 through September 9, 1992 - - - 450,000
October 30, 1992 through December 1, 1992 - - - 350,000
December 31, 1992 - - - 211,280
January 15, 1993 - - - 36,288
February 28, 1993 - - - 163,013
March 1, 1993 - - - 179,290
April 6, 1993 - - - 223,750
May 31, 1993 - - - 1,038,265
June 30, 1993 - - - 105,000
June 30, 1993 - - - 350,000
Issued to individuals as compensation for services
and expenses, October 9, 1992 - - - 37,581
Issued as compensation to an officer,
October 9, 1992 - (24,608) - 41,017
Redemption of consolidated subsidiary,
Can-Amera Oil Sands, Inc., long-term debt with
Can-Amera Oil Sands, Inc. common stock - - - 1,447,980
Stock options exercised:
December 9, 1992 - - - 11,875
December 22, 1992 - - - 15,000
January 15, 1993 - - - 15,000
March 19, 1993 - - - 25,000
March 19, 1993 - - - 20,438
April 14, 1993 - - - 10,000
June 30, 1993 - - - 19,500
June 30, 1993 - - - 13,000
Sold to directors for cash,
August 6, 1992 through October 16, 1992 - - - 300,000
(continued)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE ADDITIONAL COMMON
PER COMMON STOCK PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
--------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Increase in additional paid-in capital for
Directors Compensation-Stock Purchase - - - 150,000 -
Net (loss) - - - - -
------------ ----------- ------------ ---------
Balance at June 30, 1993 18,491,651 $ 184,917 19,091,604 -
------------ ----------- ------------ ---------
Offering costs and commissions - - - (74,662) -
Earned compensation - - - - -
Sold for cash in private placements, net of offering
costs and commissions:
December 27, 1993 3.000 168,000 1,680 474,600 -
March 8, 1994 3.249 100,000 1,000 299,982 -
May 4, 1994 2.720 60,000 600 161,784 -
May 16, 1994 2.820 75,000 750 209,692 -
June 3, 1994 2.750 350,000 3,500 954,187 -
June 16, 1994 2.410 196,000 1,960 468,038 -
Issued to individuals as compensation for
services and expenses:
September 23, 1993 5.200 25,000 250 129,750 -
March 1, 1994 5.200 10,000 100 51,900 -
June 28, 1994 2.688 7,800 78 20,885 -
June 28, 1994 5.000/5.700 22,200 222 119,298 -
June 28, 1994 0.750 10,000 100 7,400 -
June 28, 1994 1.500 5,000 50 7,450 -
Stock options exercised:
December 14, 1994 1.500 8,334 83 12,418 -
Net (loss) - - - - -
------------ ------------ ----------- ---------
Balance June 30, 1994 19,528,985 $ 195,290 21,934,326 -
------------ ------------ ----------- --------
</TABLE>
<TABLE>
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
----------- ----------- -------------- -----------
<S> <C> <C> <C> <C>
Increase in additional paid-in capital for
Directors Compensation-Stock Purchase - - - 150,000
Net (loss) - - (2,249,607) (2,249,607)
----------- ----------- -------------- -----------
Balance at June 30, 1993 - (24,608) (15,546,680) 3,705,233
----------- ----------- -------------- -----------
Offering costs and commissions - - - (74,662)
Earned compensation - 24,608 - 24,608
Sold for cash in private placements, net of offering
costs and commissions:
December 27, 1993 - - - 476,280
March 8, 1994 - - - 300,982
May 4, 1994 - - - 162,384
May 16, 1994 - - - 210,442
June 3, 1994 - - - 957,687
June 16, 1994 - - - 469,998
Issued to individuals as compensation for
services and expenses:
September 23, 1993 - (52,000) - 78,000
March 1, 1994 - (43,256) - 8,744
June 28, 1994 - - - 20,963
June 28, 1994 - - - 119,520
June 28, 1994 - - - 7,500
June 28, 1994 - - - 7,500
Stock options exercised:
December 14, 1994 - - - 12,501
Net (loss) - - (2,439,471) (2,439,471)
----------- ----------- -------------- -----------
Balance June 30, 1994 - (95,256) (17,986,151) 4,048,209
----------- ----------- -------------- -----------
</TABLE>
(continued)
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 2, 1980 (INCEPTION)
THROUGH SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
PRICE ADDITIONAL COMMON
PER COMMON STOCK PAID-IN STOCK
SHARE SHARES AMOUNT CAPITAL SUBSCRIBED
--------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Earned compensation - - - - -
Issued to individual as compensation
July 1, 1994 2.440 10,000 100 24,275 -
Sold for cash in private placements, net of
offering costs and commissions
December 7, 1994 2.318 668,300 6,683 1,542,670 -
Stock options exercised:
October 11, 1994 1.840 20,000 200 36,600 -
November 10, 1994 1.500 8,334 83 12,418 -
Stock options exercised with stock 1.840/1.500 41,821 418 (418) -
Net (loss) - - - - -
---------- --------- ------------ ----------
Balance at June 30, 1995 20,277,440 202,774 23,549,871 -
---------- --------- ------------ ----------
Earned compensation - - - - -
Sold for cash in private placements, net of
offering costs and commissions
July 21, 1995 5.696 100,000 1,000 568,625 -
August 1, 1995 5.688 500,000 5,000 2,839,115 -
Stock options exercised:
September 7, 1995 2.600 6,000 60 15,540 -
Net (loss) - - - - -
---------- --------- ------------ ----------
Balance at September 30, 1995 20,883,440 $208,834 26,973,151 -
---------- --------- ------------ ----------
</TABLE>
<TABLE>
<CAPTION>
COMMON DEFICIT
STOCK ACCUMULATED
SUBSCRIP- UNEARNED DURING
TIONS COMPEN- DEVELOPMENT
RECEIVABLE SATION STAGE TOTAL
----------- -------- ------------ ----------
<S> <C> <C> <C> <C>
Earned compensation - 95,256 - 95,256
Issued to individual as compensation
July 1, 1994 - (12,187) - 12,188
Sold for cash in private placements, net of
offering costs and commissions
December 7, 1994 - - - 1,549,353
Stock options exercised:
October 11, 1994 - - - 36,800
November 10, 1994 - - - 12,501
Stock options exercised with stock - - - -
Net (loss) - - (1,079,600) (1,079,600)
----------- -------- ------------ ----------
Balance at June 30, 1995 - (12,187) (19,065,751) 4,674,707
----------- -------- ------------ ----------
Earned compensation - 3,047 - 3,047
Sold for cash in private placements, net of
offering costs and commissions
July 21, 1995 - - - 569,625
August 1, 1995 - - - 2,844,115
Stock options exercised:
September 7, 1995 - - - 15,600
Net (loss) - - (744,704) (744,704)
----------- -------- ------------ ----------
Balance at September 30, 1995 - (9,140) (19,810,455) 7,362,390
----------- -------- ------------ ----------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
AND CUMULATIVE FROM JULY 2, 1980 (INCEPTION)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, CUMULATIVE
FROM JULY 2, 1980
1995 1994 (INCEPTION)
--------------- --------------- --------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (744,704) (149,226) (19,810,455)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 45,058 22,951 1,165,119
Write-off of mineral lease and other - - 1,505,541
Gain on sale of equipment - (410) (15,078)
Issuance of stock, warrants, and options for
services performed 3,047 30,333 2,233,649
Minority interest in loss of subsidiary - - (113,920)
Changes in certain assets and liabilities:
Receivables and other assets (142,652) 6,311 (221,512)
Accounts payable and accrued expenses (378,427) (3,378) 139,062
Accrued deferred interest - - 167,260
Deferred compensation - - 370,250
Deferred receipts under R & D agreement - 396,010
--------------- --------------- --------------------
Net cash used by operating activities (1,217,678) 302,591 (14,580,084)
--------------- --------------- --------------------
Cash flows from investing activities:
Proceeds from short-term investments - - 2,296,745
Additions to property, plant and equipment (1,211,993) (112,816) (6,393,816)
Proceeds from sale of equipment - 410 15,078
Expenditures for short-term investments - - (2,100,000)
Cash acquired in excess of payment for the purchase
of a majority interest in Can-Amera Oil Sands, Inc. - - 97,976
Expenditures for patents (12,900) (40,677) (386,953)
Expenditures for other - - 110,541
--------------- --------------- --------------------
Net cash provided by (used for) investing
activities (1,224,893) (153,083) (6,360,429)
--------------- --------------- --------------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 20,346 - 348,535
Proceeds from issuance of common stock 3,429,340 - 22,798,341
Principal payments on long-term debt (12,910) (2,802) (247,772)
Payment of costs associated with proposed financing (3,938) - (131,980)
Other - - 18,375
--------------- --------------- --------------------
Net cash provided by financing activities 3,432,838 (2,802) 22,785,499
--------------- --------------- --------------------
Change in cash and cash equivalents $ 990,267 146,706 1,844,986
--------------- --------------- --------------------
--------------- --------------- --------------------
(continued)
</TABLE>
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
AND CUMULATIVE FROM JULY 2, 1980 (INCEPTION)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, CUMULATIVE
FROM JULY 2, 1980
1995 1994 (INCEPTION)
--------------- --------------- --------------------
<S> <C> <C> <C>
Change in cash and cash equivalents, forwarded $ 990,267 146,706 1,844,986
Cash and cash equivalents at beginning of period 854,719 1,453,156 -
--------------- --------------- --------------------
Cash and cash equivalents at end of period $ 1,844,986 1,599,862 1,844,986
--------------- --------------- --------------------
--------------- --------------- --------------------
Supplemental disclosure of cash flow information:
Interest paid (net of amounts capitalized) $ 2,243 1,918 211,969
--------------- --------------- --------------------
--------------- --------------- --------------------
Noncash investing and financing activities:
Issuance of stock for minerals lease $ - - 281,000
--------------- --------------- --------------------
--------------- --------------- --------------------
Acquisition of controlling interest in
Can-Amera Oil Sands, Inc. for cash of $150,000 and 75,000
shares of common stock valued at $122,250. In conjunction
with
Fair value of assets acquired $ - - 1,659,211
Cash and stock paid for capital stock $ - - (272,250)
Minority interest $ - - (113,920)
--------------- --------------- --------------------
Liabilities assumed $ - - 1,273,041
--------------- --------------- --------------------
--------------- --------------- --------------------
Issuance of stock for deferred compensation $ - - 271,250
--------------- --------------- --------------------
--------------- --------------- --------------------
Issuance of subsidiary stock for redemption
of Can-Amera notes $ - - 1,447,980
--------------- --------------- --------------------
--------------- --------------- --------------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SOLV-EX CORPORATION AND SUBSIDIARIES
(DEVELOPMENT STAGE ENTERPRISES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF NOTE PRESENTATION
The notes to the consolidated financial statements do not present all
disclosures required under generally accepted accounting principles but instead,
as permitted by Securities and Exchange Commission regulations, presume that
users of the interim financial statements have read or have access to the June
30, 1995 audited consolidated financial statements and that the adequacy of
additional disclosure needed for a fair presentation may be determined in that
context.
Management intends to continue its efforts to obtain funding for a commercial
plant which will demonstrate the Company's technology on a fully operational
basis. As a part of these efforts, the Company will also take such interim
actions as it may deem necessary or advisable to ensure that the Company's
liquidity and working capital are adequate to meet its current operating
requirements and to provide for its financing and marketing efforts during the
immediate future. There can be no assurance that the Company will be able to do
so, however, and the consolidated financial statements do not include any
adjustments relating to the recoverability and classification of reported asset
amounts or the amounts and classification of liabilities that might result if
the Company is unable to obtain additional funding or capital.
(2) ADJUSTMENTS
The accompanying consolidated interim financial statements include all
adjustments which are, in the opinion of management, necessary to fair
presentation of the consolidated results of operations for the periods
presented. All such adjustments are of a normal recurring nature.
-14-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's net working capital was $1,876,335 at September 30, 1995, compared
to $369,289 at June 30, 1995 and $1,261,671 at September 30, 1994. Expenses of
continued testing and product research at the Company's Albuquerque pilot plant
and research facility totalled $662,882 for the quarter, of which $131,652 is
recorded as a receivable from United Tri-Star Resources Limited ("UTS"), and
after the capitalization of $551,624 to construction in process. This compares
to $564,316 in spent for such activities during the quarter ended September 30,
1994, all of which was paid for by UTS under an agreement dated as of July 1,
1994. The work conducted, which is continuing and is the primary requirement for
working capital, relates to continued development of the Company's processes for
extraction of bitumen and minerals from oil sands and oil sands tailings.
The Company continues to defer 10% of the operating costs to UTS, a Canadian oil
and gas company headquartered in Calgary, Alberta (Canada). UTS is also
reimbursing the Company for 10% of monthly operating expenditures in order to
maintain its 10% working interest in the development of the Company's co-
production process and associated projects. Pursuant to an earlier agreement,
UTS also acquired an undivided 10% working interest in the Bitumount lease in
Alberta.
The increase in expenditures for the quarter ended September 30, 1995 compared
to the same period of the prior year reflects the normal salary increases and
additional personnel employed at the Company's headquarters, as well as
expenses incurred in connection with financing plans for the Company's projects.
The work includes additional metals research (partly through independent
laboratories).
-15-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
(CONTINUED)
The Company recorded a net loss of $744,704 for the three months ended September
30, 1995, as compared to a net loss of $24,752 for the quarter ended September
30, 1994. The 1995 net loss is substantially more than the 1994 net loss
because of the funding provided by UTS during 1994 in accordance with the July
1, 1994 agreement. Revenues were generated primarily from interest earned on
cash balances which were the result of sales of the Company's stock in private
placements. Interest income for the three months ended September 30, 1995 was
$26,850 compared to $12,441 for the 1994 period.
General and administrative expenses for the three months ended September 30,
1995 were $240,324 compared to $143,579 during the same period in 1994. The
increase in 1995 from 1994 reflects the addition of technical and financial
personnel and increased investor relation expenditures. Included in general and
administrative expenses are non-cash compensatory expenses of $3,047 for
performance of services compared to $30,333 for same period in 1994. When the
effects of the non-cash expenses are deducted, the net operating expenses for
the quarter were $768,507 in 1995 and $7,270 in 1994.
The Company believes it has adequate funds to cover on-going pilot plant expense
and general and administrative expenses through the end of 1995, at which time
the Company expects to have additional information concerning the status of
project financing (including working capital) for construction, start-up and
operation of the operations planned on its own lease and to process tailings
owned by another company.
-16-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
(CONTINUED)
The Company believes the on-going work at its pilot plant has been successful
and is optimistic that the funds required for commercialization of its
technology can be raised. There can be no assurance that such funds can be
raised, however, and in any event it will probably be necessary for the Company
to obtain interim funds to cover general and administrative expenses until
project financing can be completed. Similarly, there can be no assurance that
the Company will be able to obtain additional interim funding, although it will
attempt to do so through a combination of efforts or methods, including joint
ventures, licensing agreements for the Company's technology, equity investors
(public or private), venture capital groups, institutions, issuance of
convertible or subordinated debt or a form of business combination. In this
regard, the Company has never generated significant revenues from operations and
cannot expect any significant revenue from operations until operations commence
from a plant to recover metal products from oil sands tailings or through
development of its oil sands lease.
-17-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13, or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SOLV-EX CORPORATION
(Registrant)
By /s/ John S. Rendall
-----------------------------------------
John S. Rendall, Chief Executive Officer
By /s/ W. Jack Butler
-----------------------------------------
W. Jack Butler, President and
Chief Financial Officer
DATE: November 13, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
UNAUDITED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,844,986
<SECURITIES> 0
<RECEIVABLES> 161,652
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,143,355
<PP&E> 6,078,418
<DEPRECIATION> 876,093
<TOTAL-ASSETS> 7,693,535
<CURRENT-LIABILITIES> 267,020
<BONDS> 73,125
<COMMON> 208,834
0
0
<OTHER-SE> 7,153,556
<TOTAL-LIABILITY-AND-EQUITY> 7,693,535
<SALES> 0
<TOTAL-REVENUES> 26,850
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 771,554
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (744,704)
<INCOME-TAX> 0
<INCOME-CONTINUING> (744,704)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (744,704)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> 0
</TABLE>