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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarterly Period Ended SEPTEMBER 30, 1999
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 No. 0-8301
GOLDEN TRIANGLE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Colorado 25-1302097
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification #)
6314 Aspen Cove Court Sugar Land, TX 77479
(Address of Principal Executive Offices) (Zip Code)
(281) 565-7300
Registrant's Telephone Number Including Area Code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
There were 621,809 Shares, Common Stock, $.001 Par Value at September 30,
1999
1
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INDEX
Page
Part I. Financial Information
Item 1. Financial Statements 4
Item 2. Management's Discussion and Analysis 12
Part II: Other information
Item 6: Exhibits and Reports on Form 8-K 16
Signatures 16
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
2
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GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
September 30 December 31
1999 1998
---------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 59,520 $ 160,204
Accounts receivable - trade 1,324,517 1,307,042
Accounts receivable - other 51,769 33,977
Amounts receivable - officers 30,497 27,247
Inventory 241,063 199,296
Marketable securities 147,948 47,694
Other current assets 51,279 13,500
---------- -----------
Total Current Assets 1,906,593 1,788,960
PROPERTY AND EQUIPMENT 6,838,155 7,104,354
Accumulated depreciation, depletion
and amortization (2,477,509) (2,133,069)
---------- -----------
Net Property and Equipment 4,360,646 4,971,285
OTHER ASSETS
Notes receivable - long term 304,399 305,588
Advances to related parties 143,011 185,209
Investment in
Deferred tax assets - 38,000
Other 12,497 20,632
---------- -----------
Total Other Assets 459,907 549,429
---------- -----------
TOTAL ASSETS $6,727,146 $ 7,309,674
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 156,191 $ 50,535
Accrued expenses 10,539 73,239
Line of credit 266,200 171,200
Deferred taxes 30,661 -
Current portion of long term debt 20,929 -
---------- -----------
Total Current Liabilities 484,520 294,974
Long Term Debt (net of current portion) 279,071 -
---------- -----------
Total Liabilities 763,591 294,974
STOCKHOLDERS' EQUITY
Preferred stock, $.10 par value
(1,000,000 authorized) Class A
(3,374 outstanding) 337 337
Class B (52,264 and 52,941 outstanding) 5,226 5,294
Common stock, $.001 par value (100,000,000
shares authorized; 621,809 and 605,398
outstanding) 622 605
Additional paid-in capital 7,561,202 7,514,575
Unrealized (loss) on marketable
securities (34,263) (72,260)
Accumulated deficit (1,569,569) (433,851)
---------- -----------
Total Stockholders' Equity 5,963,555 7,014,700
---------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,727,146 $ 7,309,674
========== ===========
See accompanying selected information.
3
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GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED INCOME STATEMENTS
Three and Nine Months Ended September 30, 1999 and 1998
(Unaudited)
Three Months Nine Months
1999 1998 1999 1998
---------- ---------- ---------- ----------
OPERATING REVENUES
Disposal & service fees $ 200,967 $ 303,675 $ 397,779 $ 965,193
Oil reclamation, sand and
water sales 449,257 204,967 992,550 572,478
Oil and gas production 56,479 34,991 146,041 198,443
Gain on sale of operating
assets 18,616 - 35,116 -
Miscellaneous 2,450 7,824 2,600 8,229
---------- ---------- ---------- ----------
Total Operating Revenues 727,769 551,457 1,574,086 1,744,343
COST OF REVENUES
Skim oil purchases 349,317 125,426 627,258 392,605
Australian marketing costs 16,260 13,694 38,144 68,143
Production expenses and taxes 170 407 2,428 3,029
Contract services 11,561 9,086 27,781 32,804
Materials and supplies 48,859 45,250 179,328 131,170
Lease costs 4,499 4,501 13,500 9,852
Utilities 8,254 2,086 24,625 5,324
Depreciation, depletion
and amortization 74,367 67,435 214,855 203,588
---------- ---------- ---------- ----------
Total Costs of Revenues 513,287 267,885 1,127,919 846,515
GROSS PROFIT 214,482 283,572 446,167 897,828
SELLING AND ADMINISTRATIVE
EXPENSES 187,721 226,007 837,991 825,204
---------- ---------- ---------- ----------
INCOME/(LOSS) FROM OPERATIONS 26,761 57,565 (391,824) 72,624
OTHER INCOME/(EXPENSES)
Interest and dividend income 3,106 7,221 10,498 24,461
Interest expense (8,086) (4,506) (20,072) (8,974)
Transfer fees 1,505 2,520 5,828 8,027
Consulting fees 137,025 - 137,025 -
Gain/(loss) on sale of assets - - - 38,778
---------- ---------- ---------- ----------
INCOME/(LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES 160,311 62,800 (258,545) 134,916
Australian income taxes 8,333 2,559 22,586 26,015
Income taxes-federal and state (27,329) (25,713) (23,666) 16,907
Deferred income taxes 88,263 101,778 15,196 46,029
---------- ---------- ---------- ----------
INCOME/(LOSS) FROM CONTINUING
OPERATIONS 91,044 (15,824) (272,661) 45,965
Income/(Loss) from operations of
discontinued Zapata facilities
(less applicable income taxes/
(benefit) of $(483), $50,651,
($674), and $190,995) (789) (8,833) (19,897) 218,441
Loss on disposal of Zapata
facilities (744,470) - (744,470) -
---------- ---------- ---------- ----------
Net loss from discontinued
operations (745,259) (8,833) (764,367) 218,441
---------- ---------- ---------- ----------
NET INCOME/(LOSS) $ (654,215) $ (24,657) $(1,037,028) $ 264,406
Other comprehensive income, net
of tax:
Unrealized gains/(losses) on
securities 45,285 (6,774) 37,992 (6,151)
---------- ---------- ---------- ----------
COMPREHENSIVE INCOME $ (608,930) $ (31,431) $ (990,036) $ 258,255
========== ========== ========== ==========
See accompanying selected information.
4
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Earnings per Share:
Basic:
Income from continuing
operations $ 0.15 $ (0.03) $ (0.45) $ 0.08
Income /(loss from
discontinued operations (0.00) (0.01) (0.03) 0.37
Estimated loss on disposal
of operations (1.21) - (1.22) -
---------- ---------- ---------- ----------
Net Income $ (1.06) $ (0.04) $ (1.70) $ 0.45
========== ========== ========== ==========
Diluted:
Income from continuing
operations $ 0.15 $ (0.03) $ (0.45) $ 0.07
Income/(loss from discontinued
operations (0.00) (0.01) (0.03) 0.35
Estimated loss on disposal of
operations (1.21) - (1.22) -
---------- ---------- ---------- ----------
Net Income $ (1.06) $ (0.04) $ (1.70) $ 0.42
========== ========== ========== ==========
See accompanying selected information.
4
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GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase/(Decrease) in Cash and Cash Equivalents
(Unaudited)
Nine Months Ended September 30
1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $(1,037,028) $ 264,406
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 358,957 357,289
(Gain) on sale of assets and securities (35,116) (38,778)
Consulting fees paid with securities (137,025) -
Allowance for bad debts adjustment 115,257 -
Stock issued for services - 187
Write-down of assets to be sold 744,470 -
Receivables (150,323) (519,787)
Inventory (41,767) (19,320)
Amounts due from/to related parties - 15,350
Other assets (37,779) 11,469
Accounts payable 42,956 (27,820)
Accrued and deferred taxes 56,954 241,907
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NET CASH PROVIDED/(USED) BY OPERATING ACTIVITIES (120,444) 284,903
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (509,936) (441,181)
Purchase of marketable securities (11,203) (74,482)
Investment in subsidiaries (2,112) -
Proceeds from sale of assets 63,500 174,796
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (459,751) (340,867)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing stock 46,575 146,976
Loan to related parties (8,347) (113,839)
Loans from related parties 86,000 66,416
Repayment to related parties (38,705) -
Borrowing under line of credit 95,000 171,200
Repayments on line of credit - (76,000)
Long -term debt 300,000 -
Dividends paid (1,012) (1,012)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 479,511 193,741
----------- -----------
Increase/(Decrease) in Cash (100,684) 137,777
Cash at Beginning of Year 160,204 95,648
----------- -----------
CASH AT END OF PERIOD $ 59,520 $ 233,425
=========== ===========
Supplemental Disclosures - Non-cash Investing and Financing Transactions
Cash paid for interest $ 20,072 $ 8,974
Cash paid for income taxes - 39,998
Stock issued for fixed assets - 11,000
Stock issued for services - 187
Marketable securities received for consulting
services 137,025 -
Marketable securities distributed as property
dividend 97,678 -
See accompanying selected information.
5
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GOLDEN TRIANGLE INDUSTRIES, INC.
SELECTED INFORMATION FOR CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1999
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with instructions to Form 10-01 of Regulation S-X. They do
not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material change in the information
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998. In the opinion of Management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the nine month period ended
September 30, 1999, are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.
NOTE 2: TRANSTEXAS GAS CORPORATION BANKRUPTCY
On April 19, 1999, TransTexas Gas Corporation, the Company's largest customer,
filed a Voluntary Petition in the State of Delaware for Order and Relief under
Chapter 11 of Title 11 of the United States Bankruptcy Code. The Company is
listed as a General Unsecured Creditor in the bankruptcy filing. TransTexas
is currently operating as a debtor in possession. As such, the management of
TransTexas is operating as a debtor in possession under the oversight of the
bankruptcy court. TransTexas has filed its plan of restructuring and is
waiting for approval from the court in order to begin implementation. The
plan, as filed, provides for a payout of approximately 20% of general
unsecured creditors balances in cash with the balance being converted to
junior preferred shares on a the basis of one share for one dollar of debt.
The junior preferred shares would be registered and free trading. There is no
assurance that this plan will be approved by the bankruptcy court. There is
also no assurance that the value indicated for the preferred shares would be
realized by the Company.
At March 31, 1999, TransTexas owed the Company $1,114,427. The Company has
recorded a charge of $115,257 against income during the first quarter of 1999
by establishing a valuation allowance against this receivable. This valuation
allowance is a discount representing Management's estimate of the loss that it
may incur from the bankruptcy. Due to the nature of bankruptcy, it is
possible that the Company will not be able to collect any of its receivables
from TransTexas. The Company intends to monitor this situation carefully and
will adjust the valuation allowance as needed to reflect its assessment of the
value of its receivable.
At the present time, the Company is continuing to provide services to
TransTexas on what is effectively a C.O.D. basis. Some jobs are prepaid,
while others are paid upon completion.
NOTE 3: STOCK TRANSACTIONS
The Company has issued 9,641 common shares under its Dividend Reinvestment
Plan during 1999 for proceeds totaling $46,601.
The Company has also accepted the reconversion of 677 shares of Class B
preferred into 6,770 common shares on the basis of ten common shares for each
Class B preferred share tendered.
During the third quarter of 1999, the directors of the Company voted to revise
the attributes of the Company's Class B Preferred stock. The holders of these
shares may freely convert them into common shares after October 31, 1999 on
the basis of 10 common shares for each Class B Preferred share held. There
were 52,264 Class B Preferred shares outstanding at September 30, 1999, which
is equivalent to 522,640 common shares if all are converted.
Additionally, the attributes of the Class A Preferred stock allows them to be
converted to common shares at any time after October 31, 1999 on the basis of
ten common shares for each preferred share, and equivalent of 33,740 common
shares. Both classes of preferred stock have been included in the calculation
of weighted average common shares outstanding for the determination of
earnings per share.
NOTE 4: PURCHASE OF FIXED ASSETS AND INVESTMENTS
During March 1999, the Company acquired a 2.5% overriding royalty interest in
Australian concession ATP 636P from Strategic Consulting, Inc. for $25,000.
This purchase included an agreement by Strategic to assign a 1% overriding
royalty interest in successful applications by Strategic to obtain a specific
list of Australian concessions. ATP 636P is a non-producing prospect covering
approximately 640,000 acres south of Eromanga, Queensland, Australia. The
other Australian concession areas that Strategic has applied for lie in
Queensland, in South Australia, and offshore in Victoria.
During March 1999, the Company entered into a contract to purchase a one-half
interest in a 1,062 acre property with ongoing sand and gravel excavation
activities. The Company's president has taken the remaining one-half
interest. The cost of the Company's interest was $400,000. Of this total,
$300,000 consisted of a promissory note to the seller. The effective date of
the purchase was April 16, 1999 with prorations of existing contracts and
revenues based on such date. This property will expand the Company's sand and
gravel sales.
The Company was to pay half of a $100,000 earnest money deposit on this
contract. However, due to a cash shortfall, the Company's president paid
$45,000 of the Company's portion of the deposit. The $300,000 note bears
interest at 7.5% per annum, with payments to begin January 15, 2000 and run
semiannually thereafter for 10 years.
NOTE 5: DIVIDENDS AND CONSULTING AGREEMENT
During 1998, the Company entered into an agreement to provide management and
other consulting services to Clearworks.net, Inc. Compensation under this
agreement called for Clearworks to issue 75,000 free trading shares to the
Company. In this agreement, management had stated its intention to distribute
a portion of these shares as a property dividend to the shareholders of the
Company. The consulting fees and dividend were calculated at $2.03 per share.
The Company retained 19,383 of these shares in its marketable securities
portfolio after issuing 7,500 shares as a finders fee to a director of the
Company and distributing 48,117 dividend shares.
NOTE 6: DISCONTINUED OPERATIONS
During October 1999, the Company agreed to sell its salt water disposal
operations based in Zapata, Texas for $225,000 effective November 1, 1999.
The decision to dispose of these assets was based on continuing declines in
revenues from these facilities coupled with the resignation of the manager of
those operations. Efforts to replace the onsite manager have proved
difficult. Management has determined that the decline in these operations may
prove permanent and that their future potential do not justify their costs and
continued management effort. Plans were being considered to shut down the
operations. However, shutting down the operations would have resulted in a
requirement to plug all wells used in the disposal facilities. Sale of the
facilities transfers that responsibility to the buyer. The buyer is the
brother of the Company's president.
As a result of this agreement, the Company has taken a charge of $744,470
against earnings as the assets being sold were written down to their net
realizable value. Additionally, these operations have been segregated and
reported as discontinued operations in the statement of operations. The
Company will retain responsibility for collecting its receivables for services
through October 31 and paying all bills for activities prior to that date.
The Company has also retained ownership of its disposal facility located near
El Campo, Texas.
The following table presents pertinent information regarding the disposed
operations for the nine months ended September 30, 1999 and 1998 and assets to
be relinquished at September 30, 1999.
1999 1998
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Revenues $ 281,605 $ 798,995
Costs of revenues (246,309) (283,557)
Selling and administrative expenses (55,867) (106,002)
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Net $ (20,571) $ 409,436
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Assets to be disposed of $ 1,986,210
less accumulated depreciation and amortization (1,241,740)
-----------
Net $ 744,470
===========
NOTE 7: COMPREHENSIVE INCOME
Other comprehensive income is comprised of unrealized gains/losses on
marketable securities. Changes in unrealized gains/losses on marketable
securities for 1999 are as follows:
Balance at December 31, 1998 $ (72,260)
Change during 1999 37,997
-----------
Current balance $ (34,263)
===========
NOTE 8: EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per common share (EPS) for the three and nine months ended September 30, 1999
and 1998 as indicated. Calculations of the numerators for the basic and
diluted EPS from continuing operations would be similarly adjusted by the
preferred stock dividends. The denominators for all EPS calculations
presented are based on the presentation below.
Three Months Nine Months
1999 1998 1999 1998
---------- ---------- ---------- ----------
Numerator:
Net income/(loss) $ (654,215) $ (24,657) $(1,037,028) $ 264,406
Less preferred stock dividends (1,012) (1,012) (1,012) (1,012)
---------- ---------- ---------- ----------
Numerator for basic EPS (655,227) (25,669) (1,038,040) 263,394
Effect of dilutive preferred
stock dividends 1,012 - 1,012 -
---------- ---------- ---------- ----------
Numerator for diluted EPS $ (654,215) $ (25,669) $(1,037,028) $ 263,394
Denominator:
Basic weighted average shares
outstanding 616,287 594,494 611,039 583,443
Convertible preferred shares (1) - 33,740 - 33,740
---------- ---------- ---------- ----------
Denominator for diluted EPS 616,287 628,234 611,039 617,183
========== ========== ========== ==========
(1) Class A and Class B prefered shares equivalent to 556,380 are
antidilutive in the 1999 presention and have been excluded from the
calculation of diluted EPS.
Earnings per Share:
Basic:
Income from continuing
operations $ 0.15 $ (0.03) $ (0.45) $ 0.08
Income /(loss from
discontinued operations (0.00) (0.01) (0.03) 0.37
Estimated loss on disposal
of operations (1.21) - (1.22) -
---------- ---------- ---------- ----------
Net Income $ (1.06) $ (0.04) $ (1.70) $ 0.45
========== ========== ========== ==========
Diluted:
Income from continuing
operations $ 0.15 $ (0.03) $ (0.45) $ 0.07
Income/(loss from discontinued
operations (0.00) (0.01) (0.03) 0.35
Estimated loss on disposal of
operations (1.21) - (1.22) -
---------- ---------- ---------- ----------
Net Income $ (1.06) $ (0.04) $ (1.70) $ 0.42
========== ========== ========== ==========
NOTE 9: SEGMENT AND GEOGRAPHICAL DATA
Nine Months Ended September 30,
1999 1998
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Segment Data:
Revenues:
Oil field rentals and services $ 397,779 $ 965,193
Oil reclamation and other sales 992,550 572,478
Oil and gas 146,041 198,443
Other 37,716 8,229
----------- -----------
Totals $ 1,574,086 $ 1,744,343
=========== ===========
Operating profit:
Oil field rentals and services $(1,059,618) $ (41,059)
Oil reclamation and other sales 608,920 74,692
Oil and gas 21,158 30,762
Other 37,716 8,229
Totals (391,824) 72,624
Other income and expense 133,279 62,292
----------- -----------
Income before income taxes $ (258,545) $ 134,916
=========== ===========
Geographical Data:
Revenues:
United States $ 1,458,553 $ 1,589,916
Australia 113,059 151,640
Canada 2,474 2,787
----------- -----------
Totals $ 1,574,086 $ 1,744,343
=========== ===========
Operating profit:
United States $ (442,979) $ 17,912
Australia 50,042 53,356
Canada 1,113 1,356
----------- -----------
Totals (391,824) 72,624
Other income and expense 133,279 62,292
----------- -----------
Income before income taxes $ (258,545) $ 134,916
=========== ===========
NOTE 10: SUBSEQUENT ACTIVITIES
As discussed in Note 6, the Company agreed in October to dispose of its
operations based in Zapata, Texas. This disposition was made effective
November 1, 1999.
The Company has also been in discussions with, and in November, signed a
letter of intent to acquire Whitemark Homes, Inc. of Orlando, Florida.
Whitemark Homes constructs mid-priced homes and subdivisions in Florida and is
seeking to expand its operations. Management believes the Company is position
to help facilitate this expansion and that this transaction will enhance the
value of the Company to its shareholders. The transaction, upon completion,
will be a stock for stock exchange accounted for as a purchase. It is not
feasible to present the required pro forma financial information with this
financial statement filing. However, all required presentations will be
included in a Form 8-K filing which is to follow shortly.
As part of the discussion with the management of Whitemark Homes, the
Company's management is considering how to deal with certain issues. One of
these is the Australian oil and gas royalties. Whitemark Homes' management
would like to avoid the continuation of the non-U.S. reporting requirements
and activities. One possible solution that has been discussed is the transfer
of those properties to the Company's president in exchange for relinquishment
of a portion of his stock holdings in the Company. A decision is expected to
be agreed upon during the fourth quarter.
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Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
During the first nine months of 1999, the Company has seen the effects of the
downturn in the prices of oil and gas which began during 1998 as well as
reduced operations from its largest customer. The fall of oil prices during
the last part of 1998 and the first quarter of 1999 to approximately 50% of
previous prices directly effected the Company's oil and gas revenues and
rippled down the line through oil and gas producers to the Company's service
businesses during the first quarter of 1999. The ripple effect of the decline
in oil and gas prices hurt the salt water disposal business, the other oil
field services, and the oil reclamation business. During the second quarter,
oil and gas prices began to recover, but, as in the delay of the downturn's
effects, the oil service business recovery will trail the oil and gas price
recovery.
The Company also felt the effects of the bankruptcy of TransTexas Gas Company,
its largest customer. TransTexas filed a Voluntary Bankruptcy petition under
Chapter 11 of the U.S. Bankruptcy Code on April 19, 1999, largely due to the
decline in oil and gas prices combined with restrictive covenants in its
financing arrangements. As a result of this filing, the Company recognized a
valuation adjustment against its receivables from TransTexas of $115,257 in
its 1999 first quarter financial statements. The impact of this situation is
discussed further below.
Sand and gravel sales increased during the first six months as the contract to
sell sand and gravel off the Altair property was implemented. During the
second quarter, the Company and its President closed on a 1,062 acre property
with additional sand and gravel sales as discussed below.
As mentioned above, oil and gas prices began to rebound during April 1999.
Management has seen increased activity in the oil field since March and
expects to see improvement in its businesses as producers begin to recover
from the disastrously low prices for oil and gas. Although TransTexas filed
for bankruptcy, the Company has continued to provide services to them on a
C.O.D. basis.
Subsequent to the end of the third quarter, the Company has agreed to sell its
salt water disposal operations based in Zapata, Texas to the brother of the
President of the Company for $225,000. The decision to sell these operations
culminated from a serious review of their present contribution to the profits
of the Company and their future potential. This review was brought on by the
resignation of the on-site manager in Zapata and difficulty in identifying a
potential replacement. As indicated in the financial statements, these
operations have resulted in a loss for the current year and a charge
recognizing the loss to be sustained from disposition. Although the operating
loss stems largely from depreciation charges, revenues are not expected to
recover significantly due to factors outside the Company's control.
Management considered the possibility of shutting the facilities down and
waiting for better operating conditions, but regulatory requirements would
cause the Company to have to incur costs to plug the unused wells within a
specified period of time, and, although costs to plug one well is not
significant, costs to plug all the wells at the same time would be quite
significant. Selling the facilities transferred the responsibility and
liability for the wells to the new owners. The accompanying financial
statements include a charge of $744,470 indicating the write-down of the
assets to be disposed of to their realizable values indicated in the sale
price. Additionally, the discernable revenues and expenses from these
operations have been excluded from the presentation of continuing operations
and reported separately as discontinued operations.
During November, the Company entered into a letter of intent to acquire
Whitemark Homes, Inc. of Orlando, Florida in a stock for stock transaction.
Whitemark Homes is privately owned and is in the business of constructing
mid-range homes and developments. Whitemark is interested in expanding its
operations and the Company's management believes that the Company is
positioned to assist Whitemark in its proposed expansion. Management believes
that this acquisition will enhance the value of the Company to its
stockholders. A portion of the tentative agreement calls for a review of the
Company's current asset base and a determination of whether or not assets
contribute to the future growth and development of the combined enterprise.
The Australian properties are one of the specific topics of discussion and it
is expected that they will be disposed of by the Company in some manner during
the fourth quarter. One possibility would be a transfer of these assets to
the Company's President in exchange for a relinquishment of a portion of his
stock holdings in the Company. A Form 8-K filing is anticipated for this
transaction as soon as details have been worked out.
LIQUIDITY AND CAPITAL RESOURCES
Management has reported total assets of $6,727,146 at September 30, 1999, a
decrease of $582,528 from the $7,309,674 total at December 31, 1998 and a
decrease of $691,364 over total assets at June 30, 1999. The decreases are a
net effect of the purchase of the new land, the write-down taken due to
TransTexas' bankruptcy, and the valuation allowance recorded for the loss to
be sustained from the sale of the Zapata disposal facilities.
Current assets were up slightly when comparing September 30, 1999 to December
31, 1998 and almost equal to September 30, 1998. Current assets were up
mostly because of the receipt of securities in Clearworks.net, Inc. which was
offset by the charge recorded against the Company's TransTexas receivable and
reduced cash flow due to reduced operating revenues. Current liabilities were
up almost equal when comparing the current balances to the balances at
December 31, 1998, but were up from June 30, 1998. The increase is to some
extent a seasonal occurrence when you look back over the last three years.
However, it was impacted in the current year by the decrease in cash flows
from operations. The Company has drawn an additional $95,000 under the
Company's lines of credit with the Bank of New Mexico and the Bank of
Albuquerque during the current year. The borrowings under the existing lines
of credit were largely used to fund the acquisition of an overriding royalty
interest in a new Australian prospect in the first quarter and to provide a
portion of the down payment for the acquisition of the Wright property which
has existing sand and gravel excavation activity (discussed further below).
It is important to note that the Company has no long-term bank debt and that
its property and equipment are free from liens with the exception of the
Wright property, which is subject to a purchase money mortgage held by the
seller.
Historically, the Company's oil field services and rental revenues have been
derived largely from TransTexas Gas Corporation. (Business with TransTexas
represented 44% of the Company's total revenues during the year ended December
31, 1998.) During the nine months of 1999, business with TransTexas declined
to only 17% of operating revenues. This decline was largely due to the
decline in oil and gas prices and the resulting reduction in cash available
for development and service work which led to a bankruptcy filing by
TransTexas. Additionally, TransTexas did not make any significant reduction
in the amount that it owed the Company. Gross receivables from TransTexas
totaled $1,114,427 at March 31, 1999 and $1,050,068 at September 30, 1999. As
mentioned above, TransTexas filed a Voluntary Petition in the State of
Delaware for Order and Relief under Chapter 11 of Title 11 of the United
States Bankruptcy Code. Obviously, this action casts doubt on the
collectability of the receivable from TransTexas. Management has analyzed the
situation and has determined that available information indicates that the
Company should be able to ultimately receive full value for the bulk of its
receivables from TransTexas. However, realization may take some time.
TransTexas has filed its restructuring plan with the bankruptcy court. The
plan calls for a payout of 20% of unsecured creditor's claims in cash and the
issuance of a marketable Junior Preferred stock on the basis of one share for
each dollar of unpaid debt. At the present time, the plan has not been
approved by the court and the next hearing is scheduled in late November. In
recognition of a prolonged period to collect these receivables, the Company
has recognized the valuation allowance presented above. Should TransTexas
change its plan or have it changed by the bankruptcy court, or should it
become unable to pay, the Company's related assets and earnings would be
adversely impacted. At present, the information available to the Company has
not indicated that the restructuring plan file by TransTexas is unfeasible or
that TransTexas will not be able to meet the requirements of the plan.
Management believes that the Company will be able to generate sufficient cash
flow to meet its obligations and fund its ongoing activities regardless of
whether or not it is able to collect its receivables from TransTexas.
Subsequent to TransTexas' bankruptcy filing, the Company has continued
services being provided to TransTexas and increased them over those provided
in the first quarter of 1999. This is largely due to improved oil and gas
prices and to efforts by TransTexas to restart its drilling operations. These
services are being provided on a "pay as you go" basis under which some
services are prepaid while others are paid upon completion.
During March 1999, the Company entered into a contract to purchase one-half of
a 1,062 acre property near the Altair property, to be known as the Wright
property, in conjunction with the Company's President. This property has an
ongoing sand and gravel excavation operation. The Company closed on this
purchase in early May with an April 16 effective date. The Company's portion
of the purchase of this property called for a $100,000 down payment and the
issuance of a note payable to the seller for $300,000. This note is to be
repaid over 10 years. Because of cash shortage by the Company, the Company's
President paid $45,000 of the Company's portion of the down payment.
Repayment or settlement of this loan is to be worked out in the future.
Although this property has had ongoing excavation activity for a number of
years, it still contains significant recoverable quantities of sand and
gravel. The property also is the site of a facility for separating and
cleaning the sand and gravel for its intended use. This facility is owned by
the lessee under the existing excavation lease and generates a royalty payment
based on quantities of sand and gravel processed. The property also contains
three producing gas wells and several potential well sites. The Company
received one-half of 49% of the mineral interest under this property in its
acquisition.
RESULTS OF OPERATIONS
As set out in the accompanying financial statements and mentioned above,
revenues and expenses attributable to the salt water disposal operations based
in Zapata have been reported as discontinued operations and excluded from the
presentation of revenues and expenses from continuing operations. The
discussions that follow refer to the amounts reported for continuing
operations unless otherwise specified.
The Company's financial statements present total operating revenues of
$727,769 for the third quarter and $1,574,086 for the nine months of 1999,
which is an increase of $194,105 over the second quarter of 1999 and an
increase of $176,312 and decrease of $170,257 from the third quarter and nine
months of 1998. The increase in the third quarter is due mostly to improved
activity in skim and sand/gravel sales along with improvement in oil and gas
revenues. The decrease from comparable prior year nine months is attributable
mostly to the reduced demands for services by TransTexas and other producers.
The bright spots in the Company's revenues were its oil reclamation business
and sand/gravel sales. Both of these activities have shown marked
improvements since the first quarter of 1999. A significant reduction in oil
field services and rentals came from TransTexas reduction in activities as
mentioned above. Oil and gas revenues were negatively impacted by lower oil
prices during the first quarter. However, they have shown good improvement
during the second and third quarters.
Costs of revenues increased when comparing the nine months of 1999 to the nine
months of 1998, and gross profits declined accordingly. This decline is due
to the change in the mix of revenues. Oil field service revenues have
significantly lower direct and variable costs than those for oil reclamation
sales. Depreciation and materials are the major expenses of the service
business, while oil purchases are the significant cost of the reclamation
activities. Depreciation is accounted for on a straight-line basis and is not
variable with the level of activity.
Selling and Administrative Expenses consists of personnel, advertising,
repairs and maintenance, professional fees, taxes, and other corporate
overhead expenses. In 1999, these costs also include the valuation allowance
of $115,257 recorded against the Company's receivables from TransTexas.
During the nine months of 1999, personnel costs declined $31,632 from the nine
months of 1998 to $253,464. Advertising and public relations declined $50,656
from 1998 to $64,736. These costs declined as the Company reduced its
personnel due to reduced service work and reduced its promotional activities
in a cost cutting move. Various other overhead costs have declined during the
nine months of 1999 from those incurred in the nine months of 1998. The most
significant of these being repairs and maintenance which has been cut more
than one-half. These reductions are due to a combination of efforts to
control costs and a lower level of activities. Rent and state taxes were both
up during 1999. Rent is due to the office leasing arrangement with the
Company's President which started in the fourth quarter of 1998 with the move
of the Company's headquarters to Sugar Land, Texas. Taxes are up mostly due
to the way corporate taxes are assessed in Texas (calculated at the greater of
an income tax or a tax on stockholders' equity). Normal selling and
administrative costs, i.e. excluding the valuation adjustment against accounts
receivable, totaled $722,734 which represents a decrease of $102,470 from
comparable costs in 1998 which totaled $825,204.
The Company served as a consultant to Clearworks.net, Inc. as it moved to
improve its market penetration and awareness in the securities markets. In
consideration for its assistance, Clearworks.net issued 75,000 free trading
shares to the Company valued at $137,025. The Company paid a finders fee of
7,500 shares to a director, issued a property dividend to its stockholders
totaling 48,117 shares, and retained the balance as an investment for the
Company.
The Company showed a $.15 profit and a $.45 loss per common share from
continuing operations for the quarter and nine months of 1999 compared to a
$.03 loss and $.08 profit per share profit for the comparable periods in 1998.
This is the net result after recognizing a benefit from income taxes based on
the net loss incurred during the current quarter. The write-down on
receivables (net of tax effects) represents $.19 of the loss in 1999.
Management believes the Company is weathering the storm, so to speak, caused
by the fallout from the low oil and gas prices and TransTexas bankruptcy
filing. With prices having recovered during the second quarter, activities
are improving and improvement is picking up as producers overcome their own
cash flow problems created by the downturn and gain confidence as prices
continue to improve enough to warrant the inherent risks of the oil field.
With actions take to dispose of the currently unprofitable Zapata disposal
operations it looks like the last quarter is likely to improve over the
results of other quarters of the year, unless oil and gas prices fall again or
unless it becomes evident that TransTexas will be unable to pay a significant
part of its receivables.
Cash flows from operations declined significantly during the first half of
1999 from those of 1998. This is largely due to decreased revenues and
activities. The increase of the oil reclamation activities also negatively
impact cash flows as a function of revenues due to the lower profit margins
generated in this line of business. Cash has been used for asset purchases,
primarily in the first and second quarters. The Company has borrowed an
additional $95,000 under its existing lines of credit and borrowed from
related parties. A large portion of these funds were used in the purchase of
an Australian oil interest and as down payment on the Wright property
discussed above.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Where this Form 10-Q includes "forward-looking" statements within the meaning
of Section 27A of the Securities Act, the Company desires to take advantage of
the "safe harbor" provisions thereof. Therefore, the Company is including
this statement for the express purpose of availing itself of the protections
of such safe harbor provisions with respect to all of such forward-looking
statements. The forward-looking statements in this Form 10-Q reflect the
Company's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ from those
anticipated. In this Form 10-Q, the words "anticipates," "believes,
"expects," "intends," "future" and similar expressions identify
forward-looking statements. The Company undertakes no obligation to publicly
revise these forward-looking statements to reflect events or circumstances
that may arise after the date hereof. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by this section.
YEAR 2000
The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue as
discussed below. The Year 2000 problem is the result of computer programs
being written using two digits rather than four to define the applicable year.
Any programs that have time-sensitive software may recognize a date using "00"
as the year 1900 rather than the year 2000. The widespread use of computer
programs that rely on these two-digit date programs to perform computations
and decision-making functions may cause information technology systems to
malfunction in and around the year 2000. This could result in a major system
failure or miscalculations. Such malfunctions may lead to significant
business delays in the U.S. and internationally. Many normal business
activities will potentially be impacted because information necessary to
monitor and control various operations is controlled by computers.
The Company has studied and tested its technologies systems impacted by the
Year 2000 transition. The Company believes that all of its software and
equipment are Year 2000 compliant and that this problem will have no affect on
the Company's internal operations. Should companies with which the Company
does business suffer significant problems within their systems, an adverse
impact could be incurred by the Company. However, the Company has discussed
this problem with its significant customers and suppliers and is satisfied
from their responses that most will be prepared and will be sufficiently Year
2000 compliant to preclude significant problems. No one can foresee the final
impact of the Year 2000 issue and, despite all efforts to insure that the
problem will not effect the Company, the possibility remains that system
malfunctions could create a domino or "fall out" effect that could adversely
impact the Company's operations and cash flow.
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 27. Financial Data Schedule
b. Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLDEN TRIANGLE INDUSTRIES, INC.
November 22, 1999 /s/ Shawna Owens
Shawna Owens, Treasurer
November 22, 1999 /s/ Robert B. Early
Robert B. Early, Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Golden Triangle Industries, Inc. for the period
ended SEPTEMBER 30, 1999, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000042284
<NAME> GOLDEN TRIANGLE INDUSTRIES, INC.
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 59,520 59,520
<SECURITIES> 147,908 147,908
<RECEIVABLES> 1,491,562 1,491,562
<ALLOWANCES> (115,257) (115,257)
<INVENTORY> 241,063 241,063
<CURRENT-ASSETS> 1,906,593 1,906,593
<PP&E> 6,838,155 6,838,155
<DEPRECIATION> (2,477,509) (2,477,509)
<TOTAL-ASSETS> 6,727,146 6,727,146
<CURRENT-LIABILITIES> 484,520 484,520
<BONDS> 0 0
0 0
5,563 5,563
<COMMON> 622 622
<OTHER-SE> 5,957,370 5,957,370
<TOTAL-LIABILITY-AND-EQUITY> 6,727,146 6,727,146
<SALES> 706,703 1,536,370
<TOTAL-REVENUES> 727,769 1,574,086
<CGS> 513,287 1,127,919
<TOTAL-COSTS> 214,482 446,167
<OTHER-EXPENSES> 187,721 837,991
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 8,086 20,072
<INCOME-PRETAX> 160,311 (258,545)
<INCOME-TAX> 69,267 14,116
<INCOME-CONTINUING> 91,044 (272,661)
<DISCONTINUED> (745,259) (764,367)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (654,215) (1,037,028)
<EPS-BASIC> (1.06) (1.70)
<EPS-DILUTED> (1.06) (1.70)
