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GOLDEN TRIANGLE INDUSTRIES, INC.
Notice of Annual Meeting of Stockholders
to be held June 17, 2000
Sugar Land, Texas
May 30, 2000
PLEASE TAKE NOTICE that the Annual Meeting of the Stockholders of
Golden Triangle Industries, Inc. will be held on June 17, 2000 at
the Orlando Airport Marriott in Orlando, Florida. The meeting will
convene at 11:00 a.m. (Eastern Time), for the purpose of considering
and acting upon the following:
(1) the election of directors;
(2) the ratification of Pricher and Company as independent
auditor for fiscal year 2000;
(3) the proposal to amend the Articles of Incorporation to
eliminate preferred stock;
(4) the ratification of the agreement to purchase Whitemark
Homes, Inc.; and
(5) the transaction of such other business as may properly come
before the meeting.
The transfer books of the Company will not be closed, but only
stockholders of record at the close of business on May 18, 2000 will
be entitled to vote at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED SELF-ADDRESSED POSTAGE PAID ENVELOPE TO ASSURE YOUR
REPRESENTATION AT THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY
TIME PRIOR TO ITS EXERCISE BY GIVING WRITTEN NOTICE TO THE COMPANY
OR BY ATTENDING THE MEETING AND VOTING IN PERSON. YOUR VOTE IS
IMPORTANT.
Shawna Owens
Secretary
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PROXY STATEMENT
GOLDEN TRIANGLE INDUSTRIES, INC.
P. O. Box 17029
Sugar Land, Texas 77496-7029
(281) 565-7300
The following information is furnished to stockholders of Golden
Triangle Industries, Inc. (the "Company") in connection with the
solicitation by the Board of Directors of the Company (the "Board")
of proxies to be used at the Annual Meeting of Stockholders to be
held on June 17, 2000 (the "Meeting"), and at any adjournment
thereof. All properly executed proxies will be voted in accordance
with the instructions contained thereon, and if no choice is
specified, the proxies will be voted for the election of all the
directors named herein and in favor of each proposal set forth in
the Notice of Meeting.
Any GTII stockholder has the power to revoke his Proxy before its
exercise at the Annual Meeting or any adjournment thereof by: (1)
giving written notice of revocation to the Secretary of GTII,
Shawna Owens, P. O. Box 17029, Sugar Land, Texas 77496-7029, prior
to the Annual Meeting; (2) giving written notice of revocation to
the Secretary at the Annual Meeting; or (3) signing and delivering a
Proxy bearing a later date. However, the mere presence at the
Annual Meeting of a stockholder who has executed and delivered a
valid Proxy will not revoke such Proxy.
There are no dissenters' rights of appraisal. Neither the By-Laws
nor corporate law of the Company's state of incorporation call for
any dissenters' rights of appraisal.
This proxy statement will be transmitted to stockholders on or about
May 30, 2000.
VOTING
The voting securities of the Company consist of shares of its common
stock, $.001 par value (the "Common Stock"). Holders of record of
the Common Stock at the close of business on May 18, 2000 will be
entitled to vote at the Meeting. Each share of Common Stock
entitles its owner to one vote, and cumulative voting is not
allowed. The number of shares outstanding of the Common Stock at
the close of business on May 18, 2000 was 769,713. In addition to
the Common Stock, there are 41,044 shares outstanding of Preferred
Stock. During 1996 Preferred Stock was issued to stockholders in
exchange for Common Stock at a rate of 1-for-10, with the Preferred
Stock retaining the same voting rights as if it were Common Stock.
Therefore, the holders of Preferred Stock at the close of business
on May 18, 2000, are also entitled to vote at the Meeting with each
preferred share being equivalent to 10 common shares (total
preferred shares outstanding equivalent to 410,440 common shares
outstanding). Officers and directors of the Company own a total of
441,024 voting shares or 37.43%.
The holders of record of 45% of the outstanding shares of the Common
and Preferred Stock will constitute a quorum for the transaction of
business at the Meeting, but if a quorum should not be present, the
Meeting may adjourn from time to time until a quorum is obtained.
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A majority of the shares represented and entitled to vote at the
meeting is required for an affirmative vote. An abstained vote will
be counted in determining a quorum, but will not be counted as a
vote either for or against the issues. Broker non-votes will not be
included in vote totals and will not affect the outcome of the vote.
ELECTION OF DIRECTORS
The Board of Directors of the Company (the "Board") presently
consists of five members. Each director is elected at the annual
meeting of shareholders to hold office until the next annual meeting
of shareholders and until his/her successor has been elected and
qualified. Currently serving as directors are: Kenneth Owens,
Howard Siegel, Karen Lee, Glenn Gagnon, and David McFarlane. The
following table sets forth information concerning the persons
currently serving as directors of the Company and the proposed new
directors. The new directors are being proposed in connection with
the proposal to acquire Whitemark Homes. Kenneth Owens, Howard
Siegel, Glenn Gagnon and David McFarlane have chosen not to stand for
reelection. However in the event the acquisition is not approved,
these directors have agreed to continue to serve on the Board until
a special meeting can be called to reelect them. Following the
table is information on the directors running for election.
Date First
Position With Elected
Name Age the Company as Director
- ----------------------- --- ---------------------- -----------
Kenneth Owens 62 Chairman and President 1994
Howard B. Siegel 57 Director 1980
Karen Lee 40 Director 1989
Glenn Gagnon 35 Director 1997
David McFarlane 37 Director 1998
Scott D. Clark 44 Proposed Director --
Hugh W. Harling, Jr. 56 Proposed Director --
Andrea M. Williams O'Neal 39 Proposed Director --
Larry White 51 Proposed Director --
Kenneth Owens and Shawna Owens are father and daughter. No other
family relationships exist between any officers and directors, or
any of the proposed officers and directors.
SCOTT D. CLARK was admitted to the Florida Bar in 1980 and has been
with the law firm of Graham, Clark, Jones, Builder, Pratt & Marks in
Winter Park, Florida since 1981 specializing in Real Property Law,
Land Use Planning and Development Law, Banking Law, Special Tax
District Bond Financing, and Condominium Law. He is a member of the
Orange County Bar Association and Member Sections on Real Property,
Probate and Trust Law, Corporation, Banking and Business Law, Tax,
Condominium and Planned Development Committees of the Florida Bar.
He graduated from the University of Florida with a degree in
Journalism and a law degree, both with high honors. He is a member
of Phi Kappa Phi and the Order of the Coif. Mr. Clark was on the
University of Florida Law Review, 1978-1979 and authored, "1979
Statutory Reform Partially Solves Usury Regulation Defects." He has
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been appointed to the Seminole County Citizens' Concurrency Advisory
Committee, and the Seminole County Road Impact Fee Advisory
Committee. Additionally, Mr. Scott sits on the Seminole County
Development Advisory Board, the Executive Committee of the Home
Builders Association of Mid-Florida Board of Directors, and Florida
Christian College Advisory Board.
HUGH H. HARLING, JR. is the founder and owner of an engineering firm
in Central Florida integrating Civil Engineering, Land Planning and
Surveying since June 1980. Prior to forming his own firm, he served
as Regional Manager of a large local consulting engineering and
planning firm, where he managed the firm's expanding operations in
surveying, land planning, civil and environmental engineering
design. He graduated from the University of Florida with a Civil
Engineering degree and obtained a Master of Business Administration
from Florida State University. Mr. Harling's expertise is land
development, comprehensive planning, and utilities and drainage
sanitary engineering. Mr. Harling is a board member of the
Mid-Florida Home Builders Association, former mayor of Altamonte
Springs, Florida; member of the Underground Utilities Examining
Board; past president of the Florida Planning and Zoning
Association, and a member of the National and American Society of
Civil Engineers.
KAREN LEE graduated with high honors from Cisco Junior College.
She administers the operation of the Company's offices in
Springtown, Texas, does much of the research and writing for
filing of Securities and Exchange Commission documents, and performs
transfer agent duties and stockholder record keeping for the
Company. She is a member of the Southwest Securities Transfer
Association, Inc. Ms. Lee has been employed by the Company for the
past 20 years.
ANDREA M. WILLIAMS O'NEAL has been the sole owner of a small
financial consulting firm with clients in several industries since
July 1993. Ms. O'Neal was formerly employed by Merrill Lynch as a
broker and financial consultant. She graduated from Texas A&M
University, College Station, Texas with a B.B.A. in finance and
studied International Business and Finance at Imperial College in
London, England. Ms. O'Neal is the president of the St. Peters
Episcopal School Board of Kerrville, Texas, former treasurer of the
Hill Country Charity Ball and a member of the Kerrville Junior
Service Guild. She is the corporate secretary for Mac Filmworks,
Inc., a diversified development stage entertainment Company that
markets and distributes its existing library of motion picture
feature films, made for television movies, and children's animated
films and cartoons to national and international cable and
television stations and home video markets. Mac Filmworks, Inc. is
currently seeking financing through a Form SB-2 that is being filed
with the Securities and Exchange Commission.
LARRY WHITE is the founder, president and sole stockholder of
Whitemark Homes, Inc. and has been heavily involved in the
home-building industry for more than twenty years. Mr. White earned
an accounting degree from Lamar University in Beaumont, Texas and
was employed by Arthur Andersen in Houston from 1972 to 1976. He is
a member of the American Institute of Certified Public Accountants.
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From 1976 through 1981 he was the executive vice president of Harris
Development Corporation in Houston Texas, a construction/development
Company with annual revenues of $20 million. He was responsible for
the overall financial activities of the Company, product
development, specification, construction, sales and marketing of
apartments, condominiums, town homes, single family detached and
subdivision development. From 1981 through 1984 Mr. White was Vice
President of Woodlands Commercial Development Corporation (Hometown
Builders) where he had complete responsibility for forming and
operating a construction/development Company as a subsidiary of The
Woodlands Corporation developing apartments, town homes, condominiums,
patio homes and single family detached housing. Annual revenues
were $15-$25 million. Other responsibilities included
feasibility/market studies, land planning/land use designation and a
$20 million high rise resort development. From 1985 to the present
Mr. White has been the president of Whitemark. Whitemark develops
its own residential communities and has developed multifamily
communities including town homes and rental apartments. Mr.
White's overall responsibilities include land acquisition and
development, financing, home construction, marketing and sales.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FIVE DIRECTORS TO
BE ELECTED as directors to hold office until the next annual meeting
and until his/her successor has been duly elected and qualified.
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common and Preferred Stock voting is necessary
for the election of directors.
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended December 31, 1999, the Board held eight
meetings either by actual meeting or telephone conference. All
directors participated in at least 75% of the meetings.
The Board maintains a standing Audit Committee, Compensation
Committee and Nominating Committee. Kenneth Owens and Karen Lee are
the sole members of the Nominating Committee. Howard Siegel, Karen
Lee, and Glenn Gagnon are the sole members of the Compensation
Committee. Shawna Owens, Howard Siegel and David McFarlane are the
sole members of the Audit Committee.
The functions of the Audit Committee are to approve the selection of
the Company's accountants and to monitor the process by which the
Company's financial records are maintained. The primary function of
the Compensation Committee is to recommend to the Board the
compensation to be paid to the Company's officers, directors, and
employees. The primary function of the Nominating Committee is to
select nominees for director. Presently the Board of Directors is
filled, but in the event a new director is needed, the Nominating
Committee would consider nominees recommended by security holders
(see "Stockholder Proposals"). These committees met twice during
the year with all members of the committees attending each meeting.
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MANAGEMENT
All of the Company's officers are executive officers who serve,
unless otherwise specified by the Board, for a term of one year or
until their successors are elected or appointed and qualified. The
following table sets forth certain information with respect to the
executive officers currently serving the Company.
Date First
Position With Elected
Name Age the Company as Officer
-------------- --- ------------------- ----------
Kenneth Owens 62 Chairman of the 1994
Board and President
Robert Early 44 Chief Financial 1997
Officer
Shawna Owens 27 Secretary/Treasurer 1995
KENNETH OWENS, Chairman of the Board and President, has expertise in
various areas of business. Beginning in 1961 he performed in a
supervisory capacity for several worldwide companies including
Bechtel and Brown & Root. He has been involved in a variety of
projects including: (1) Alaskan oil and gas pipeline; (2) ICBM
projects; and (3) underground nuclear testing in Nevada. He has also
been active in real estate and agriculture, acquiring a major
ownership interest in ranch grazing land and cattle operations in
Texas, Arizona, and New Mexico covering hundreds of thousands of acres.
ROBERT EARLY, Chief Financial Officer, received his Bachelor of
Business Administration Degree from Abilene Christian University in
1979, where he majored in Accounting and minored in Agricultural
Business. He received his Certified Public Accountant certificate
in Texas in 1981. Mr. Early worked for an independent oil Company
for six years, then moved to a position as partner of the firm
Ashley, Early & Folwell, P.C. in 1987. In 1991 he became the sole
owner of the firm and changed the name to Robert Early & Company,
P.C. Mr. Early has been doing tax work since 1983 and auditing
since 1987. Mr. Early was previously the auditor for the Company
through November 1997.
SHAWNA OWENS, Secretary/Treasurer, attended Texas A&M University and
has experience in management, accounting and public relations with
different law firms. Ms. Owens worked in Washington, D.C. for
Senator Pete Dominici of New Mexico and also worked with the
Sergeant of Arms for the U. S. Senate Chambers. She is in charge of
the day to day accounting and treasury functions and was
instrumental in centralizing GTII's accounting. Ms. Owens also
performs public relations duties for the Company. She has been
employed by the Company since August 1995.
COMPENSATION
Officer Compensation
The following table sets forth certain information as to the
Company's chief executive officer for the past three fiscal years.
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Name and Salary Cash Bonus Cash
Principal Position Year Compensation Compensation
- ---------------------- ---- ---------- ------------
Kenneth Owens 1997 $ 5,000 $ -0-
Chairman and President 1998 11,000 19,000
1997 17,500 6,000
Director Compensation
The Board has approved a $1,500 director fee per director for the
past three years. The fee was paid to all directors for 1997 and
1998. As of December 31, 1999, the 1999 fee had not yet been paid.
Compensation Committee Report
The Board of Directors delegates responsibility for executive
compensation to the Compensation Committee which is comprised of
three of the directors on the Board. This committee reviews the
salaries of each of the officers of the Company, and recommends the
directors' fees for the year. The committee recommended to the
Board that Kenneth Owens, President, receive a salary of $17,500 for
1999, and that directors' fees for 1999 be set at $1,500 cash per
director.
In September 1998, the Company filed an S-8 registration statement
registering 200,000 common shares for a Stock Compensation Plan
recommended by the committee and adopted by the Board. The Plan
allows the directors to issue common stock as compensation for
services provided by employees, officers, directors, agents,
consultants, and advisors. The Plan will allow these service
providers to acquire proprietary interests in the Company in
exchange for their services. These interests would provide
incentives for high levels of service. No shares were issued under
the Plan during 1998 or 1999.
Performance Graph - Set forth below is a line graph comparing the
yearly percentage change in the cumulative total stockholder return
on the Corporation's Common Stock against the cumulative total
return of the NASDAQ Stock Market and the NASDAQ Non-Financial
Stocks. The graph assumes that the value of the investment in the
Corporation's Common Stock and each index was $100 at December 31,
1994. GTII's numbers reflect a 1-for-2.5 reverse stock split in
1995, and a 1-for-3.5 reverse stock split in 1997.
(Graph omitted for EDGAR filing in its place
the following table has been provided.)
December 31
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
GTII Stock 100.00 125.88 99.75 132.00 88.00 22.18
NASDAQ Stocks 100.00 141.33 173.89 213.07 300.18 545.67
Non-Financial Stocks 100.00 139.26 169.16 198.09 290.28 562.31
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PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
Company's common stock as of May 18, 2000 with respect to (I) each
person known by the Company to own beneficially more than 5% of the
Company's common stock, (ii) each of the Company's directors, and
(iii) all directors and officers of the Company as a group. The
title of class is common stock, $.001 par value.
NOTE: Some of the following stockholders may own preferred shares.
In accordance with the Preferred Stock Plans, the preferred shares
have the same voting rights as if they were common shares (one
preferred share equals 10 common shares). Therefore, the shares are
listed below as common shares with a footnote following to explain
the breakdown of the number of common and the number of preferred
each person holds.
# of Shares
Name and Beneficially Percent of
Address of Stockholder Owned Class
- ----------------------------- ------------ ----------
Kenneth Owens 437,822 (1) 37.16%
6314 Aspen Cove Court
Sugar Land, Texas 77479
Howard B. Siegel 100 0.01%
P. O. Box 940572
Houston, Texas 77094-1572
Karen Lee 504 0.04%
104 Fossil Court
Springtown, Texas 76082
Glenn Gagnon 865 0.07%
5311 Palmetto, Apt. A
Houston, TX 77081
Shawna Owens 1,710 0.15%
P. O. Box 17029
Sugar Land, Texas 77496
Robert Early 15 0.00%
1733 Fulwiler Road
Abilene, Texas 79603
David McFarlane 8 0.00%
6500 49th St. S.
Muscatine, IA 52761
All directors and officers 441,024 (2) 37.43%
as a group (7 persons)
(1) Common - 38,662; Preferred B - 39,916
(2) Common - 41,864; Preferred B - 39,916
Note: The stockholders identified in the table above have sole voting and
investment power with respect to the shares beneficially owned by them.
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Changes in Control
No changes in control occurred during 1999. Management expects a change
in control to occur in the year 2000 if the proposal to ratify the
agreement to purchase Whitemark Homes, Inc. is consummated (see proposal
on pages 8 and 9).
PROPOSAL TO RATIFY THE ELECTION OF INDEPENDENT ACCOUNTANTS
Background and Description
Pursuant to the recommendation of the Audit Committee, the Board has
selected Pricher and Company to audit the accounts of the Company
and its subsidiaries for 2000. A representative of Pricher and
Company is expected to be present at the Meeting. He will have the
opportunity to make a statement, if he desires to do so, and to
respond to appropriate questions.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative votes of the holders of a majority of the issued and
outstanding shares of Common and Preferred Stock voting is necessary
for the ratification of the selection of accountants. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF INDEPENDENT
ACCOUNTANTS.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO ELIMINATE PREFERRED STOCK
The Board recommends the removal of the authorization of preferred
stock from the Articles of Incorporation. All previously issued
preferred stock has either already been converted back to common
stock or has been approved for conversion back to common stock by
the Board of Directors. The Board has no plans for future uses or
issuances of preferred Stock.
Following is the proposed amendment to the Articles of Incorporation.
Under Article III, paragraph one, delete the phrase "and 1,000,000
shares of preferred stock, $0.10 par value."
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative votes of the holders of a majority of the issued and
outstanding shares of Common and Preferred Stock voting is necessary
for the amendment of the Articles of Incorporation. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE ARTICLES OF
INCORPORATION.
PROPOSAL TO RATIFY THE AGREEMENT TO PURCHASE WHITEMARK HOMES, INC.
Background
Discussions began between Kenneth Owens, President of GTII, and Larry
White, president and sole stockholder of Whitemark Homes, Inc.
(subsequently referred to as "Whitemark") and principal owner in all
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entities included in the Whitemark Homes Group in October of 1999.
Negotiations were presented to GTII's Board of Directors in the early
stages of discussion. Three directors traveled to Florida to meet with
Larry White, tour some of the housing projects in various stages of
development, and evaluate Whitemark's business. After these and other
meetings and reviews of financial statements, it was determined that
Whitemark is a respected and stable Company with a good long term
business plan, significant assets, revenues and net income. After
coming to this conclusion, the Board decided to go forward with a
possible stock for stock acquisition. It was also decided that after
the acquisition the business would be specifically that of Whitemark,
and that GTII's current oil and gas and sand and gravel businesses would
be sold.
Proposal
GTII proposes the purchase of the Whitemark Homes, Inc., a privately
held entity, by the following method. Kenneth Owens, President of GTII,
will relinquish all of his preferred shares of GTII to the Company
(39,916 preferred shares convertible to 399,160 common shares,
representing 34% ownership of GTII). He will retain his ownership of
his common shares (about 3% of the Company). In return for
relinquishing 70% of his GTII preferred shares, Kenneth Owens will
receive a portion of GTII's assets and liabilities valued at a net book
value of approximately $4,190,229 determined by the December 31, 1999
financial statements. The assets include the oil and gas properties and
the Altair property. In addition, for the other 30% of his preferred
shares being relinquished he will receive 60% ownership of a GTII
subsidiary Company (GTII will own 40% of the subsidiary Company). Larry
White will undertake the process of consolidating all of his holdings in
the Whitemark Homes Group into Whitemark Homes, Inc. The Company will
then issue 533,760 restricted common shares of GTII to Larry White for
total ownership of Whitemark Homes, Inc., an entity with an estimated
fair market value of $6,500,000. The number of shares to be issued to
Larry White is based on the book value of Whitemark. At the end of
1999, Whitemark reported assets of $8,487,887, revenues of $13,395,922
and net income of $401,129. (Combined unaudited financial statements
for Whitemark Homes Group, along with a discussion by Whitemark's
management of those financial statements, selected financial data for
the last five years, and other pro forma combined financial information
are presented below as part of this proxy material.) The two parts of
this transaction, i.e., the transaction with Kenneth Owens and the
transaction with Larry White, are each conditional upon completion of
the other. One will not be consummated without the other.
The Board of Directors of GTII and the Board of Directors of Whitemark
have approved this transaction. The Board of GTII has determined that
these transactions are in the shareholders' best interests because the
Company should have a stronger financial condition with an aggressive
business plan for growth. Kenneth Owens believes that this transaction
will benefit GTII and has shown his support by continuing to purchase
common stock in the open market.
This transaction will result in a change in control in GTII. Larry
White will own approximately 41% of the Company after the change in
control (see resume of Larry White under Election of Directors).
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The accounting treatment of this transaction will be as a purchase.
There will be no material differences in the rights of security holders
as a result of this purchase, and no tax consequences will be realized
to current shareholders because of this purchase. Shareholders' stock
positions will not change as a result of this transaction.
Description of Whitemark Homes, Inc.
Whitemark Homes, Inc. is based in Orlando, Florida, and has been in the
business of high quality residential developments and construction for
the past eighteen years. Whitemark uses the latest technology and
proven construction methods to insure their homes are of the highest
quality. This is evidenced by: (1) a Customer Service Award issued by
the Bonded Builders Home Warranty Association stating "Bonded Builders
is proud to recognize Whitemark Homes as one of Florida's finest
builders for the distinction of being claims free for 1998"; (2) Member
in Good Standing issued by the National Association of Home Builders;
and (3) Homeowner Evaluation forms and letters showing the satisfaction
of customers. Due to the Company's in-depth construction expertise, a
range of construction methods are utilized, given the desires of the
customer and the building plan requirements. Besides being one of
Orlando's premier home builders, for both custom and affordable homes,
Whitemark also develops many of its own residential communities. As
a developer/builder, great care and attention is given to preserving
the natural setting of the land during the land planning and
construction stages. Each lot is carefully cleared in order to keep
as many trees and natural vegetation as possible. Whitemark's
attention to detail and fine craftsmanship has garnered them many
national, regional, and local awards including: East and Pacific
Builders "Gold Nugget Awards," Southeast Builders' Conference
"Aurora Award," Home Builders' Association of Mid-Florida "Parade of
Homes Winners," and Orlando's "Choice Awards Winners." Whitemark's
short-term plans include expansion into the Texas and North Carolina
markets, with long-term plans including expansion nationwide.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative votes of the holders of a majority of the issued and
outstanding shares of the Common and Preferred Stock voting is
necessary for the ratification of the purchase of Whitemark Homes,
Inc. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF
THE PURCHASE OF WHITEMARK HOMES, INC.
OTHER MATTERS
The Board knows of no other matters to be brought before the
Meeting. However, if other matters calling for stockholder action
should properly come before the Meeting, it is the intention of each
person named in the proxy to vote thereon in accordance with his or
her best judgment.
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PROXY SOLICITATION
THE ENCLOSED PROXY FORM IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY.
The entire cost of preparing, assembling, printing, and mailing the
proxy form and proxy materials used in the solicitation of proxies
will be paid by the Company. The Company will request banks,
brokers and other fiduciaries to send the Company's proxy materials
to their principals, and the Company will reimburse said fiduciaries
for their mailing and related expenses. In addition to the use of
the mails, solicitation may be made by officers, directors and
regular employees of the Company by telephone, facsimile and
personal interview. The Company does not expect to pay any
compensation to such persons, other than their regular compensation,
for their services in soliciting proxies.
FINANCIAL INFORMATION
PRO FORMA FINANCIAL DATA REGARDING ACQUISITION OF WHITEMARK HOMES, INC.
The following tables set forth summarized historical financial
statements as of December 31, 1999, adjustments to reflect the effects
of the proposed acquisition of Whitemark Homes and exchange of assets to
Kenneth Owens. Pro forma adjustments include the removal of the
Company's oil and gas properties, the Altair property, and all of the
Company's oil and gas service business. Adjustments also include
estimated income taxes adjustments to reflect estimated income taxes on
Whitemark Homes' earnings and anticipated reduced benefit from tax loss
carry-forwards due the change in control.
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Balance Sheets as of December 31, 1999
Historical Pro Forma Pro Forma
GTII Whitemark Adjustments Combined
----------- ----------- ----------- -----------
ASSETS
CURRENT ASSETS:
Cash $ 66,199 $ 181,187 $ - $ 247,386
Marketable securities 270,587 - - 270,587
Accounts & notes receivable 1,376,824 182,820 (1,372,800) 186,844
Allowance for uncollectible
accounts (985,836) - 985,836 -
Inventories 238,930 7,696,360 (238,930) 7,696,360
Related party receivables 213,636 - (213,636) -
Other current assets 572,288 393,691 - 965,979
----------- ----------- ----------- -----------
Total Current Assets 1,752,628 8,454,058 (839,530) 9,367,156
----------- ----------- ----------- -----------
FIXED ASSETS:
Property & equipment 2,677,531 60,682 (2,482,548) 255,665
Oil & Gas properties 2,466,479 - (2,466,479) -
Accumulated depreciation &
depletion (1,287,649) (26,853) 1,286,284 (28,218)
----------- ----------- ----------- -----------
Net Fixed Assets 3,856,361 33,829 (3,662,743) 227,447
----------- ----------- ----------- -----------
OTHER ASSETS:
Related party receivables 302,295 - (302,295) -
Accounts & notes receivable-
Long-term 328,024 - (196,814) 131,210
Other assets 142,458 - (16,152) 126,306
----------- ----------- ----------- -----------
Total Other Assets 772,777 - (515,261) 257,516
----------- ----------- ----------- -----------
TOTAL ASSETS $ 6,381,766 $ 8,487,887 $(5,017,534) $ 9,852,119
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURENT LIABILITIES:
Accounts & notes payable $ 334,027 $ 7,598,428 $ (334,027) $ 7,598,428
Other current liabilities 11,050 226,977 - 238,027
Related party debt - 37,975 - 37,975
----------- ----------- ----------- -----------
Total Current Liabilities 345,077 7,863,380 (334,027) 7,874,430
----------- ----------- ----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock:
Class A 106 - - 106
Class B 4,044 - (3,992) 52
Common stock 761 100 434 1,295
Other stockholders' equity 7,603,238 99,684 (4,155,226) 3,547,696
Retained earnings (1,571,460) 524,723 (524,723) (1,571,460)
----------- ----------- ----------- -----------
Total Stockholders' Equity 6,036,689 624,507 (4,683,507) 1,977,689
----------- ----------- ----------- -----------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 6,381,766 $ 8,487,887 $(5,017,534) $ 9,852,119
=========== =========== =========== ===========
13
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Pro Forma Income Statements
For the Year Ended December 31, 1999
Historical Pro Forma Pro Forma
GTII Whitemark Adjustments Combined
----------- ----------- ----------- -----------
Net sales & revenue $ 2,337,162 $13,395,922 $(2,337,162) $13,395,922
Cost of goods sold 1,757,934 11,070,753 (1,757,934) 11,070,753
----------- ----------- ----------- -----------
Gross profit 579,228 2,325,169 (579,228) 2,325,169
Selling, general &
administrative expenses 1,016,389 1,355,793 (1,016,389) 1,355,793
----------- ----------- ----------- -----------
Income/(loss) from
operations (437,161) 969,376 437,161 969,376
Other income/(expense) (481,863) (568,246) 502,465 (547,644)
----------- ----------- ----------- -----------
Income/(loss) before
income taxes (919,024) 401,130 939,626 421,732
Income tax expense/(benefit) (362,809) - 527,383 164,574
----------- ----------- ----------- -----------
Net income/loss $ (556,215) $ 401,130 $ 412,243 $ 257,158
=========== =========== =========== ===========
Earnings per share:
Basic $ (0.89) $ 4,011.30 $ 0.22
Diluted (0.89) 4,011.30 0.22
Weighted average shares
outstanding:
Basic 627,366 100 1,161,126
Diluted 627,366 100 1,161,126
Note 1: Adjustments as noted above include the removal of assets and
business activities being exchanged with Kenneth Owens for his preferred
stock. These business activities consist of the Company's oil and gas
services, oil and gas producing properties, and the Altair property which
contains the sand and gravel sales. The following unaudited financial
statements for these activities were extracted from the financial
statements of the Company as of the dates indicated.
14
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Balance Sheets of Assets to be Disposed of
December 31,
1999 1998
---------- ----------
ASSETS
Cash $ - $ -
Accounts & notes receivable 1,366,764 1,332,875
Allowance for doubtful accounts (985,836) -
Inventories 238,930 199,296
Related party receivables 213,636 27,247
Other current assets - 13,500
---------- ----------
Total Current Assets 833,494 1,572,918
---------- ----------
FIXED ASSETS:
Property & equipment 2,190,073 2,986,174
Oil & Gas properties 2,466,479 2,436,089
Accum. depreciation & depletion (1,284,237) (1,688,279)
---------- ----------
Net Fixed Assets 3,372,315 3,733,984
---------- ----------
OTHER ASSETS:
Related party receivables 302,295 185,209
Other assets 16,152 20,632
---------- ----------
Total Other Assets 318,447 205,841
---------- ----------
TOTAL ASSETS $4,524,256 $5,512,743
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURENT LIABILITIES:
Accounts & notes payable $ 334,027 $ 294,974
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock:
Class A - -
Class B 2,794 2,794
Common stock - -
Other stockholders' equity 4,187,435 5,214,975
---------- ----------
Total Stockholders' Equity 4,190,229 5,217,769
---------- ----------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $4,524,256 $5,512,743
========== ==========
15
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<PAGE>
Statements of Operations of Business to be Disposed of
Year Ended December 31
1999 1998 1997
---------- ---------- ----------
Net sales & revenue $2,337,162 $3,104,192 $2,452,352
Cost of goods sold 1,757,934 1,607,921 964,104
---------- ---------- ----------
Gross profit 579,228 1,496,271 1,488,248
Selling, general & administrative
expenses 1,016,389 1,083,502 803,936
---------- ---------- ----------
Income/(loss) from operations (437,161) 412,769 684,312
Other income and expenses (502,465) 15,093 28,845
---------- ---------- ----------
Income/(loss) before income taxes (939,626) 427,862 713,157
Income tax expense/(benefit) (370,942) 168,910 281,538
---------- ---------- ----------
Net income/(loss) $ (568,684) $ 258,952 $ 431,619
========== ========== ==========
Earnings/(loss) per share
Basic $ (0.91) $ 0.44 $ 0.78
Diluted (0.91) 0.41 0.78
Weighted average shares outstanding:
Basic 627,366 591,392 552,896
Diluted 627,366 625,102 552,896
FINANCIAL INFORMATION REGARDING WHITEMARK HOMES, INC
Selected Financial Data for Whitemark Homes Group
Fiscal Years Ended December 31
1999 1998 1997 1996 1995
----------- ---------- ---------- ---------- ----------
Operating revenues $13,395,922 $6,751,948 $6,910,254 $3,995,941 $5,583,647
Net income/(loss) $ 401,129 $ 121,072 $ 152,296 $ 89,064 $ (5,754)
Net income/(loss)
per share-basic $ 4,011.29 $ 1,210.72 $ 1,522.96 $ 890.64 $ (57.54)
Total assets $ 8,487,887 $9,534,188 $6,461,276 $3,917,212 $2,474,151
Long-term debt $ - $ - $ - $ - $ -
Book Value per
share $ 6,245.07 $ 2,881.27 $ 2,008.80 $ 1,920.37 $ 1,245.63
Cash Dividends
per share $ 647.00 $ 358.00 $ 1,535.00 $ 87.00 $ 100.00
16
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Pro forma selected financial data for the combination of GTII and
Whitemark is expected to be very similar to that of Whitemark with the
exception that no income taxes have been deducted on Whitemark's income
in arriving at Net Income. The Net Income numbers should be adjusted by
approximately 39% to arrive at Net Income after taxes.
Whitemark Homes, Inc.'s Plan and Analysis Of Financial Activities
Overview of Business Plan -- The Company develops both traditional and
manufactured home communities in the Southeast, one of the nations most
rapidly growing markets. The successful strategy builds on a unique
approach to marketing combined with a similarly unique operating
approach. The Company targets under-served geographical and product type
market segments. With this approach, there is less competition and less
volatility due to economic cycle changes.
This marketing approach requires a comprehensive operating strategy
which the Company calls "Concept to Community" process. This is a
customer focused approach providing long term value to the home buyer.
All aspects of the value added chain are controlled to ensure cost
control and operating efficiencies as well as customer satisfaction.
Total implementation of this strategy requires $2,000,000 equity or debt
infusion during the second and third quarters of 2000. These funds are
required to purchase land, perform engineering, obtain permits, and
build infrastructure for subdivisions. The existing inventory of land
for building homes is sufficient to achieve revenues of approximately
$20,000,000 for the year 2000. Negotiations are on going with land
owners to purchase new properties while, at the same time, discussions
with lenders and equity sources are being carried on to obtain funding.
With the funding in place and expected purchases of land, revenues
should reach $30,000,000 in 2001 and $50,000,000 in 2002.
Revenues -- In 1999, total revenues increased 98% to $13,396,000 from
$6,752,000 in 1998; net income increased 231% to $401,000 from $121,000
in 1998. The increase resulted from an escalation in the number of
housing units delivered and an increase in the average sales price. The
increases in average sales price reflect price increases, changes in
product mix, and higher revenue contributions from the sale of
construction options and upgrades.
Gross Margins -- The gross margin percentage for 1999 improved to 17.8%
from 10.9% in 1998. The increase in the gross margin percentage reflects
changes in product mix and price increases and continuation of the strong
overall market conditions in the central Florida area. There can be no
assurance margins will continue to improve because they could be adversely
affected by future events, including a change in the competitive housing
environment and increases in construction labor and material costs.
Selling, General and Administrative Expenses -- As a percentage of
revenues, selling, general and administrative expenses in 1999 increased
when compared to 1998. Actual selling, general and administrative expenses
for 1999 increased $927,705 compared to 1998. This increase was due to
increases in volume related expenses resulting from increased deliveries
in 1999 and increased payroll costs and marketing expenses resulting from
increased activities and profitability.
17
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<PAGE>
Interest -- Interest expense 1999 increased $447,960 to 637,882 from
$189,922 in 1998. The increase resulted from an increase in the average
amount of outstanding debt. The higher debt levels were due to higher
single family housing inventories resulting from increased activities. The
Company capitalized $330,067 of interest costs on land and housing
inventories during 1999. These increases were attributable to the
increase in the number of housing units delivered and an increase in the
average interest expense per housing unit delivered to the homeowner.
Backlog -- The aggregate sales value of backlog increased substantially at
December 31, 1999 compared to December 31, 1998. The increase reflects
the increases in the number of units under contract and increases in the
average sales price.
Forward-looking statements -- Forward-looking statements in discussion are
subject to certain risks and uncertainties and actual results could differ
from those discussed. This material is information only, and is not an
offer or solicitation.
WHITEMARK HOMES GROUP
COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1999 and 1998
18
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<PAGE>
WHITEMARK HOMES GROUP
COMBINED BALANCE SHEETS
December 31,
1999 1998
---------- ----------
ASSETS
Land and Home Inventory $7,696,360 $8,513,814
Cash 181,187 352,362
Accounts Receivable 182,820 214,201
Prepaid Expenses 290,583 378,729
Other Assets 136,937 75,082
---------- ----------
$8,487,887 $9,534,188
========== ==========
LIABILITIES AND OWNERS' EQUITY
Liabilities:
Notes Payable $6,722,484 $7,858,335
Accounts Payable 875,944 737,141
Accrued Expenses 226,977 410,558
Loans from Stockholders 37,975 240,027
---------- ----------
Total Liabilities 7,863,380 9,246,061
Owners' Equity 624,507 288,127
---------- ----------
$8,487,887 $9,534,188
========== ==========
19
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<PAGE>
WHITEMARK HOMES GROUP
COMBINED STATEMENTS OF INCOME
Year Ended December 31,
1999 1998
----------- -----------
Sales $13,395,922 $ 6,751,948
Cost of Sales 11,001,118 6,012,866
----------- -----------
Gross Profit 2,394,804 739,082
Selling, General and Administrative Expenses 1,355,793 428,088
----------- -----------
Income From Operations 1,039,011 310,994
Interest Expense 637,882 189,922
----------- -----------
Net Income $ 401,129 $ 121,072
=========== ===========
20
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<PAGE>
WHITEMARK HOMES GROUP
COMBINED STATEMENTS OF OWNERS' EQUITY
Year Ended December 31,
1999 1998
--------- ---------
Balance at Beginning of Year $ 288,127 $ 200,880
Contributions of Capital - 2,000
Net Income 401,129 121,072
Distributions (64,749) (35,825)
--------- ---------
Balance at End of Year $ 624,507 $ 288,127
========= =========
21
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<PAGE>
WHITEMARK HOMES GROUP
COMBINED STATEMENTS OF CASH FLOWS
Year Ended December 31,
1999 1998
----------- ----------
Cash Flows from Operating Activities:
Net income $ 401,129 $ 121,072
Adjustments to reconcile net income to net
cash flows from operating activities:
Cash flows from changes in operating
assets and liabilities:
Land and home inventory 486,647 (2,753,733)
Accounts receivable 31,381 (17,361)
Prepaid expenses 88,146 (121,336)
Other assets (61,855) 50,860
Accounts payable 138,803 239,773
Accrued expenses (183,581) 227,223
----------- ----------
Net cash flows from operating activities 900,670 (2,253,502)
----------- ----------
Cash Flows from Financing Activities:
Proceeds from notes payable 9,152,801 7,393,615
Loans from stockholders - 145,127
Repayment of notes payable (9,957,845) (5,278,876)
Repayment of loans from stockholders (202,052) -
Capital contributions - 2,000
Distributions (64,749) (35,825)
----------- ----------
Net cash flows from financing activities (1,071,845) 2,226,041
----------- ----------
Net Decrease in Cash (171,175) (27,461)
Cash at Beginning of Year 352,362 379,823
----------- ----------
Cash at End of Year $ 181,187 $ 352,362
=========== ==========
Supplemental Disclosure of Cash Flows Information:
Interest paid $ 560,156 $ 351,954
Non-Cash Investing and Financing Activity:
Interest on notes payable accrued and
capitalized in inventory $ 216,574 $ 258,803
Reduction of note payable for participation
mortgage lender's share of project costs 547,381 -
22
<PAGE>
<PAGE>
WHITEMARK HOMES GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1999 and 1998
Note 1 - Description of Business and Summary of Significant Accounting
Policies:
Industry: The Whitemark Homes Group (the Group) is engaged in
residential development and home construction in the Central Florida area.
Principles of Combination: The Group consists of the following
entities: Whitemark Homes, Inc., Whitemark, Inc., Riverwalk General
Partnership, Whitemark at Woodbury, Inc., Whitemark at Oak Park, Inc., Home
Funding, Inc., Fox Glen Limited Partnership, and Sheeler Hills Limited
Partnership. The entities have been combined due to the similar nature of
their businesses and common majority ownership. All significant
inter-Company accounts and transactions have been eliminated.
Land and Home Inventory: Land and home inventory is stated at the
lower of cost or market value, with cost determined using the specific
identification method. Costs include land purchases, other direct project
development costs, direct home construction costs, and indirect development
and construction costs. Indirect costs are allocated to each residential
property based on relative sales value of the home and lot. Direct costs
include construction period interest.
Revenue Recognition: Revenue is recognized when the closing occurs for
the sale of each home and lot.
Income Tax Status: Each of the entities in the Group is an S
corporation or a partnership under the provisions under the Internal
Revenue Code. Under these provisions, the income of the Group is taxable
to the individual stockholders and partners rather than the Group.
Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Note 2 - Land and Home Inventory:
Land and home inventory consists of the following:
December 31,
1999 1998
---------- ----------
Project development costs $2,381,885 $3,220,970
Home construction costs 5,314,475 5,067,824
Land held for development - 225,020
---------- ----------
$7,696,360 $8,513,814
========== ==========
23
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<PAGE>
Note 3 - Notes Payable:
Notes payable consist of the following:
December 31,
1999 1998
---------- ----------
Construction lines of credit with banks -
interest of 9.5% to 10.0% due monthly,
principal due as homes are sold,
secured by real estate $4,271,106 $5,046,399
Obligations to participation mortgage
lender - payments, including principal
and interest at LIBOR rate plus 4%,
due based on cash flows of Fox Glen
and Sheeler Hills projects, secured by
real estate and partnership interests 2,208,500 2,273,551
Other loans 242,878 538,385
---------- ----------
$6,722,484 $7,858,335
========== ==========
The obligations to participation mortgage lender consist of $2,127,609
of mortgage principal and accrued interest and $80,891 of additional
participation liability at December 31, 1999.
Interest costs incurred totaled $967,949 in 1999 and $665,483 in 1998
including capitalized interest of $330,067 in 1999 and $475,561 in 1998.
Note 4 - Owners' Equity:
Owners' equity consists of the following:
December 31,
1999 1998
---------- ----------
Common stock:
Whitemark Homes, Inc. $ 1 $ 1
Whitemark, Inc. 133 133
Whitemark at Woodbury, Inc. 10 10
Whitemark at Oak Park, Inc. 1 1
Home Funding, Inc. 1 1
---------- ----------
Total common stock 146 146
---------- ----------
Paid-in capital:
Home Funding, Inc. 66,382 66,382
River Walk General Partnership 30,968 30,968
Fox Glen Ltd. Partnership 1,000 1,000
Sheeler Hills Ltd. Partnership 1,000 1,000
---------- ----------
Total paid-in capital 99,350 99 350
Retained earnings 525,011 188,631
---------- ----------
Total $ 624,507 $ 288,127
========== ==========
24
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<PAGE>
Common stock par values and shares authorized, issued, and outstanding
consist of the following:
Shares
Shares Issued and
Par Value Authorized Outstanding
--------- ---------- -----------
Whitemark Homes, Inc. $ 0.01 10,000 100
Whitemark, Inc. 1.00 7,500 133
Whitemark at Woodbury, Inc. 0.01 10,000 1,000
Whitemark at Oak Park, Inc. 0.01 10,000 100
Home Funding, Inc. 0.01 10,000 100
Note 5 - Subsequent Event:
The owners of Whitemark Homes Group have entered into a letter of intent
to merge with Golden Triangle Industries, Inc., a NASDAQ exchange Company
which deals primarily in oil services in the southwestern United States.
The stock for stock transaction is expected to be effective in the second
quarter of 2000.
(End of Whitemark Homes Group financial statements.)
FORM 10-K
A copy of the company's annual report on Form 10-K required to be
filed with the securities and exchange commission pursuant to rule
13a-1 under the securities exchange act of 1934 for the company's
fiscal year ended December 31, 1999 is enclosed with this proxy
statement.
STOCKHOLDER PROPOSALS
Any interested stockholder may submit a proposal concerning the
Company to be considered by the Board for inclusion in the proxy
statement and form of proxy relating to next year's Annual Meeting
of Stockholders. In order for any proposal to be so considered, the
proposal must be in writing and received by the Company on or before
January 15, 2001. Stockholder proposals should be submitted to
Golden Triangle Industries, Inc., P. O. Box 17029, Sugar Land, Texas
77496-7029.
BY ORDER OF THE BOARD OF DIRECTORS Shawna Owens, Secretary
Sugar Land, Texas
25
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<PAGE>
PROXY
GOLDEN TRIANGLE INDUSTRIES, INC.
(A Colorado Corporation)
P. O. Box 17029
Sugar Land, Texas 77496-7029
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GOLDEN TRIANGLE
INDUSTRIES, INC.
The undersigned hereby appoints Scott D. Clark, Hugh W. Harling, Jr., Karen
Lee, Andrea M. Williams O'Neal, and Larry White or any of them (with full
power to act alone and to designate substitutes), proxies of the
undersigned, with authority to vote and act with respect to all shares of
the common and preferred stock of Golden Triangle Industries, Inc. that the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders to be held on June 17, 2000 at 11:00 a.m. (Eastern
Time) and at any adjournment thereof, upon the matters noted below and upon
any other matters that may properly come before the Meeting or any
adjournment thereof. Said proxies are directed to vote as checked below
upon the following matters, and otherwise in their discretion. An abstained
vote will be counted in determining a quorum, but will not be counted as a
vote either for or against the issues.
(1) To elect as directors the following nominees: Scott D. Clark, Hugh W.
Harling, Jr., Karen Lee, Andrea M. Williams O'Neal, Larry White.
[ ] FOR all the foregoing nominees
[ ] WITHHOLD AUTHORITY to vote for all the foregoing nominees
[ ] ABSTAINING
NOTE: TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME. UNLESS AUTHORITY TO VOTE FOR ALL THE
FOREGOING NOMINEES IS WITHHELD, THIS PROXY WILL BE DEEMED TO CONFER
AUTHORITY TO VOTE FOR EACH NOMINEE WHOSE NAME IS NOT STRUCK.
(2) To ratify the selection of Pricher and Company as the independent
auditor for fiscal year 2000.
VOTE FOR VOTE AGAINST ABSTAINING
[ ] [ ] [ ]
(3) To approve the proposal to amend the Articles to eliminate authorized
preferred stock.
VOTE FOR VOTE AGAINST ABSTAINING
[ ] [ ] [ ]
(4) To ratify the agreement to purchase Whitemark Homes, Inc.
VOTE FOR VOTE AGAINST ABSTAINING
[ ] [ ] [ ]
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). In the absence of specific
directions, this Proxy will be voted FOR the election of the directors
named, and FOR each of the proposals listed. If any other business is
1
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<PAGE>
transacted at the Meeting, this Proxy will be voted in accordance with
The best judgment of the proxies. The board of directors recommends a
vote "FOR" ratification of the purchase of Whitemark Homes, Inc. This
Proxy may be revoked prior to its exercise.
Note: Please sign exactly as name(s) appears on the stock certificate. An
attorney, executor, administrator, trustee or guardian or other fiduciary
should sign as such. ALL JOINT OWNERS MUST SIGN.
Dated:
Signature of Stockholder(s)
Signature of Stockholder(s)
Please indicate by check mark if you
plan to attend the meeting in person.
[ ]
2
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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1999
Commission file number 0-8301
GOLDEN TRIANGLE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 25-1302097
(State or other jurisdiction of (IRS Employer
incorporation or organization) I. D. Number)
6314 Aspen Cove Court, Sugar Land, Texas 77479
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(281) 565-7300; fax (281) 565-7301
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class - Common Stock, $.001 Par Value
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. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of common equity held by non-affiliates of the
registrant was $3,630,200 as of March 31, 2000, based on the price of the
common stock, $.001 par value, of the registrant, ($5.00 per share) at the
close of the market on that day.
The number of shares outstanding of the registrant's common stock as of
March 31, 2000 was 767,904 shares.
1
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Golden Triangle Industries, Inc.
TABLE OF CONTENTS
Page
PART I
Item 1. Business . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . 7
Item 3. Legal Proceedings . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . . 12
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . 13
Item 6. Selected Financial Data . . . . . . . . . . . 15
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . 15
Item 7a. Quantitative and Qualitative Disclosure About Market Risk 19
Item 8. Financial Statements and Supplementary Data . . . . . 19
Item 9. Changes in and Disagreements with Accountants . . . . 19
PART III
Item 10. Directors and Executive Officers of the Registrant . . 20
Item 11. Executive Compensation . . . . . . . . . . . 22
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . 21
Item 13. Certain Relationships and Related Transactions . . . 25
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . 26
Signatures . . . . . . . . . . . . . . . . . . 27
Index to Consolidated Financial Statements . . . . . . . . F-1
2
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Golden Triangle Industries, Inc.
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Golden Triangle Industries, Inc. (the "Company" or "GTII") was incorporated
under the name Golden Triangle Royalty & Oil, Inc. on July 30, 1975 under
the laws of the State of Colorado. The Company was organized primarily to
acquire and hold royalties on oil and gas properties. During the past six
years the Company has diversified and expanded its business to include salt
water disposal and oil field service operations. It has also acquired and
holds a variety of other interests, primarily as a passive investor. See
Item 2 for a description of the Company's properties. During 1996 the
Company's name was changed to Golden Triangle Industries, Inc. to reflect
the expansion in the Company's core business from oil and gas royalties to
its broader base of activities.
In June 1997, the Company acquired a property in Texas (the "Altair
Property"), covering 2,738 acres which contained materials and facilities
readily convertible to use by the Company. This property is also suitably
located to support expansion of oil field services into a new geographic
area. During 1998 and 1999, the Company expanded its operations at the
Altair with trucking and equipment services, oil reclamation plant, and sand
and gravel sales. See Item 2. Properties (b) Altair Property, for
additional information.
The following definitions are provided to clarify certain terms used in this
report:
Authority to Prospect ("ATP") - a concession granted by the State of
Queensland, Australia, which entitles its holder to an exclusive right to
explore for oil and natural gas in Queensland in the particular area covered
by the ATP. See Item 2(d), "Oil and Gas Properties - Australian Properties"
for additional information.
Gross Production - the total production of oil, gas, or natural gas liquids
from a property or group of properties for any specified period of time.
Net Royalty Acre - generally, a measurement of royalty or overriding royalty
and the equivalent of the full customary one-eighth royalty of the gross
production or revenue free and clear of exploration, drilling and production
costs from one acre of land. The number of net royalty acres used in this
report applies to figures as of December 31, 1999, and the number will
change as relinquishments take place on the ATPs, as an ATP expires or is
canceled, or any new areas are added.
Overriding Royalty Interest ("ORRI") - an interest carved out of the
lessee's leasehold or working interest. The amounts payable from ORRIs are
payments calculated as a percentage of either gross production or the gross
revenues of the working interest (based on the wellhead price) from a
concession or lease, usually free and clear of all exploration, drilling and
development, and production costs, except for any applicable taxes and
federal levies. In calculating the wellhead price, pipeline and trucking
costs have already been deducted from the refinery price. The overriding
royalties discussed herein are generally expressed as a percent of the gross
production.
Royalty - generally, a share of the production reserved by the grantor of an
oil or gas lease or concession. The royalty interest is customarily free of
cost or expense incident to exploration, development or production, except
for production or gathering taxes. The royalty is part of the consideration
for the grant of the lease or Authority to Prospect.
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Working Interest ("WI") - all or a fractional part of the ownership rights
granted by a concession or lease. The owner(s) of a WI or a part thereof
pays the costs of operations and is entitled to the gross production, less
royalties retained by the grantor or lessor, and less ORRIs or other non
operating interests created and assigned from the working interest. The
owner of a WI may incur operating expenses in excess of income.
Carried Working Interest - a WI assigned to a third party (or third parties)
who has agreed to pay all of the costs of drilling, equipping, and operating
the underlying lease until they have recouped all of their costs or some
other contractual amount from the revenues of the lease (referred to as the
time of payout). At the time of payout, the interest is reassigned back to
the original owner who then shares pro rata in the ongoing costs and
revenues as a regular WI owner.
(b) Financial Information About Industry Segments
In the fiscal year ending December 31, 1999, the Company's revenues,
operating profits, and identifiable assets were attributable to its salt
water disposal and oil field services and rental operations, acquisition and
ownership of interests in oil and gas leases, and sales of sand and gravel
and reclaimed oil. (See Items 6 and 8, "Selected Financial Data" and Note
13 to Consolidated Financial Statements at Item 8.)
(c) Narrative Description of Business
General - Oil Field Services
GTII is engaged in the oil field service business which includes equipment
services, oil reclamation, sand and gravel sales, and salt water disposal.
Oil reclamation is designed to accept oil generated from salt water disposal
and other off-grade or unwanted oil, run it through a blending process, and
sell it to oil refineries. Trucking and equipment services include
equipment moving, vacuum services, oil transportation, drilling pad
construction, and the rental of heavy equipment. The Company also rents
buildings and lay-down areas. GTII also sells sand and gravel from its
Altair property. Salt water disposal consists of disposing of salt water
that is produced when oil companies are drilling for oil, and GTII charges a
fee per barrel or per load for this service.
The continued profitability of the salt water disposal and oil field service
business is dependent upon stable or increased oil and gas prices causing
additional oil and gas production in the Company's service area. This
business is also subject to environmental considerations and must comply
with governmental regulations. See "Governmental Regulation" below.
During 1999, approximately 56% of the Company's revenues attributable to
this line of business were billed to a single customer, TransTexas Gas
Corporation. The Company sold all of its reclaimed oil to a single entity,
Superior Crude Gathering. These sales were 44% of total revenues. In
addition, all sand and gravel sales were to Mike Arnold Trucking and
Material Co., representing 10% of total revenues. The loss of these
customers could have a material adverse effect on the Company's business as
a whole. A temporary loss of one of these customers occurred during 1999
when 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 (see details in Item 7: Management's Discussion and
Analysis and in the Notes to Financial Statements). During the early stages
of the bankruptcy TransTexas was not operating significantly, and therefore
the Company's revenues were reduced. TransTexas started up operations again
later in 1999 and the Company is continuing to provide services to them on
what is effectively a C.O.D. basis. Mechanical problems with a disposal
well, surface owners not renewing a lease, or a competitor installing a new
disposal facility in the Company's service area are other risk factors
associated with salt water disposal operations generally. See Item 2(a)
Properties Attributable to Salt Water Disposal and Oil Field Services for
more information.
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During 1999 and the two prior fiscal years, the Company's oil field service
and salt water disposal business has contributed $843,900, $2,139,843, and
$2,003,993 or 36%, 68% and 81% of total consolidated revenues. During the
same time period, oil and gas revenues have contributed $225,738, $258,725,
and $448,359 or 12%, 8%, and 18% of total consolidated revenues. Sales of
reclaimed oil and sand and gravel sales contributed 54% of total revenues in
1999 ($1,267,524) and 22% of total revenues in 1998 ($705,624).
General - Oil and Gas
The majority of the Company's oil and gas properties are royalty interests
or ORRIs. Working interests account for less than 5% of the Company's
revenues from oil and gas properties.
The acquisition, exploration, development, production and sale of oil and
gas are subject to many factors that are outside the Company's control.
These factors include market prices; national and international economic
conditions; import and export quotas; availability of drilling rigs, casing,
pipe, and other equipment and supplies; availability of and proximity to
pipelines and other transportation facilities; the supply and price of
competitive fuels; and the regulation of prices, production, transportation,
and marketing by domestic and foreign governmental authorities.
Additionally, the Company generally has no control over whether the owner or
operator of leases to which its ORRI or working interests are attributable
will elect to explore for oil and gas on such properties, or to develop them
following discoveries that may occur. Each of these factors may affect the
rate at which oil and gas are produced on properties in which the Company
has an interest or affect whether wells will be drilled on such properties,
and could otherwise materially affect GTII's earnings from this line of
business. Australian concessions, discussed below, require that minimum
prospecting expenditures be incurred during their four-year term. Some
concessions from prior years have not been developed and are not producing
revenues.
The Company does not serve as the operator of properties under which it owns
working interests. However, it does bear the risk of fire, blowout or other
catastrophe to such properties in proportion to the fractional share owned
in the properties to the entire working interest of such properties. The
operators of these properties may carry insurance against some of these
risks but may not be fully insured due to prohibitive premium costs or
coverage being unavailable. Such risks are not borne by the Company on oil
and gas leases in which the Company owns an ORRI or royalty interest.
The sections which follow describe the impact of competition and
governmental regulation on the Company's salt water disposal and oil field
service and oil and gas properties lines of business, as well as the impact
of foreign currency regulation and foreign taxes on earnings from oil and
gas production located outside the United States.
Competition
The oil and gas industry is highly competitive in all of its phases, with
competition for favorable producing royalties and overriding royalties being
particularly intense. In the salt water disposal business, salt water
disposal wells operated by other companies, as well as oil and gas producers
adding their own injection wells, provides competition. An awareness of
these factors, causes the Company to seek to provide the best possible
services at competitive prices. There are no limitations on entry into the
business of providing oil field support services. As the Company has moved
in this direction, it has recognized this fact by providing its services at
competitive rates and constantly monitors the market for adjustments in its
pricing structure that might be required. The Company believes that price,
geological and geophysical skill, and familiarity with an area of operations
are the primary competitive factors in the identification, selection, and
acquisition of desirable leases, both for salt water disposal and oil and
gas interests. When attempting to purchase interests in such properties,
the Company competes with independent operators and occasionally major oil
companies, a number of which have substantially greater technical and
financial resources than the Company.
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Governmental Regulation
Oil and gas operations are subject to federal, state and local laws and
regulations governing waste, environmental quality, pollution control,
conservation and other measures regarding environmental and ecological
matters. The Company's salt water disposal business is operated under
permits from the Texas Railroad Commission and the Texas Natural Resource
Conservation Commission. Failure to comply with applicable regulations
could result in interruption or termination of the operations.
Additionally, upon cessation of use, disposal wells must be plugged and the
sites cleaned up to applicable standards. It is impossible to predict the
impact of environmental legislation and regulations on the Company's
operations and earnings in the future. However, compliance could require
the Company to make capital expenditures and could adversely affect
earnings.
The Company's operations could also be affected from time to time by other
federal, state and local laws and regulations and by political developments.
The domestic production and sale of oil and gas are subject to federal
regulation by the Department of Energy and the Federal Energy Regulation
Commission. Rates of production of oil and gas have for many years been
subject to federal and state conservation laws and regulations. In
addition, oil and gas operations are subject to extensive federal and state
regulations concerning exploration, development, production, transportation
and pricing, and even to interruption or termination by governmental
authorities. Removal of import duties on oil entering the U.S. has had an
adverse effect on the domestic oil industry.
In foreign countries, the Company may be subject to governmental
restrictions on production, pricing and export controls. Regulations
existing or imposed upon the Company or its properties at the time of their
acquisition may change to an unpredictable extent. The Company will have
little or no control over the change of regulations or imposition of new
regulations and restrictions, expropriation or nationalization by foreign
governments or the imposition of additional foreign taxes. Management
believes that these actions are unlikely to be undertaken by the governments
of Australia or Queensland, where the majority of the foreign oil and gas
properties from which the Company receives royalty income are located.
Foreign Currency
Due to the nature of the Company's activities in Australia, portions of the
Company's operating capital may at times be held in various foreign
currencies. The Company does not maintain a bank account in Australia.
However, the Company does have receivables from Australian oil production.
These receivables are accrued in U.S. dollars based on production. The
existence of revenues generated under a foreign currency subjects the
Company to a limited risk of currency fluctuation and changes in rates of
conversion for different currencies. Any fluctuations in the value of the
accrued receivables and actual receipts have been immaterial. The Company
does not engage or expect to engage in any hedging or other transactions
that are intended to manage risks relating to foreign currency fluctuations.
Additionally, revenues generated in foreign countries in which the Company
has or may acquire interests may be subject to governmental regulations
which restrict the free convertibility of such funds, and all remittances of
funds out of these countries might require the approval of the applicable
government's exchange control agency. Presently, the Company experiences no
difficulties with the free convertibility of funds from Australia. In the
Company's opinion, the foreign exchange control laws currently in effect in
Australia do not unreasonably delay the remittance of funds generated in
Australia to the United States.
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Foreign Taxes and United States Tax Credits
As a result of its royalty and working interests attributable to properties
outside the United States, the Company is subject to the imposition of taxes
by foreign governments upon the Company's income derived from such foreign
jurisdictions. These taxes are of various types, with differing tax rates,
and are subject to change. Generally, the Company's income from a foreign
jurisdiction will be taxed in the same manner as that for other companies
operating in the jurisdiction, but discriminatory taxation by a particular
jurisdiction may occur. The current corporate income tax rate in Australia
is 30% of net profits.
The Company's income is also subject to taxation under the United States
Internal Revenue Code of 1986, as amended (the "Code"). The Code provides
that a taxpayer may obtain a tax credit for certain taxes paid to a foreign
country or may take a deduction for such taxes. A tax credit is generally
more favorable than a deduction. However, the particular tax circumstances
create differing benefits in varying situations. The tax credit applicable
to particular foreign income arises when such income is included in the
Company's taxable income under the provisions of the Code. There are,
however, substantial restrictions and limitations on the amount of the tax
credit that can actually be claimed. See Note 7 of the Notes to
Consolidated Financial Statements at Item 8.
Employees
At March 31, 2000, the Company and its subsidiaries employed nine
individuals (including the executive officers).
(d) Financial Information About Foreign and Domestic Operations
See Note 13 to Consolidated Financial Statements at Item 8.
ITEM 2. PROPERTIES
(a) Properties Attributable to Salt Water Disposal
GTII currently owns two salt water disposal facilities, one of which is
operating. GTII acquired a saltwater disposal facility near El Campo,
Texas, during 1997. This facility, named Transcon Spanish Camp, is located
near producing gas wells. This facility was placed into service during the
first quarter of 1998. Salt water is produced along with oil and gas, and
governmental regulations require the salt water to be disposed of in an
environmentally safe manner. The Company is in the primary business of
injecting the salt water back into the ground into another salt water
bearing zone to protect all fresh water zones from being contaminated. The
Company is paid a fee on a per barrel or per load basis for this service by
the oil and gas producers whose operations produce the salt water that
requires disposal.
The Company is planning to add a salt water disposal facility on the Altair
Property. See (b) Altair Property.
During October 1999, the Company sold five of its salt water disposal
facilities for a $225,000 note. In addition to the $225,000, the agreement
with the buyer also calls for the Company to receive a total of $500,000 in
the form of a two cent per barrel per month override. The decision to
dispose of these assets was based on several items. Other operators
developed some of their own salt water disposal facilities in the area which
caused a reduction in disposal at the Company's facilities. The manager of
the operations resigned and the Company was unsuccessful in locating a
suitable replacement. Management determined that the decline in these
operations might prove permanent and could not justify the costs and
continued management effort of the facilities. Plans were considered to
shut down the operations. However, shutting down the operations would have
resulted in requirements to plug all wells used in the disposal facilities.
Sale of the facilities transfers that responsibility to the buyer. See Item
7. Management's Discussion and Analysis and Note 6 to the financial
statements for more information.
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(b) Altair Property
During 1997, GTII acquired the Altair, a 2,738 acre property, located
approximately 45 minutes from Houston, Texas, for a purchase price of
$1,096,100. This property is located in an area of active oil and gas
production and sits along a trend line which has seen significant recent
exploratory drilling. Existing assets included approximately 90% of mineral
rights, fresh water supplies, a substantial quantity of stockpiled sand and
gravel, two usable buildings, and areas suitable for lay down yards for
drilling companies. The property also contains sand and gravel which are
available for excavation/mining and six plugged gas wells. The Company
plans to exploit the undeveloped sand and gravel reserves and to re-evaluate
the production potential of the gas wells. The prospects of leasing the
property for exploration of deeper zones indicated by geological trends
across the area is also expected to be examined.
Beginning in the last quarter of 1997, the Company earned revenues from this
property from rental of its buildings and lay-down areas, sales of fresh
water, and sales of sand and gravel. Because of its location, the Company
has also established and received revenues from an oil reclamation plant and
oil field service business based on the rental of heavy equipment for oil
field use. The oil reclamation plant, established in the last quarter of
1997, is designed to accept oil generated from saltwater disposal and other
off-grade or unwanted oil, run it through a blending process, and sell it to
oil refineries. This facility is presently the only one of its type in the
surrounding area.
GTII increased revenues during 1998 further with its new trucking and
equipment services based at the Altair. With the purchases of additional
trucks, trailers and bulldozers, the Company is providing the following
services to oil and gas operators: equipment moving, vacuum services, oil
transportation, drilling pad construction and leasing of equipment. GTII
also plans to construct a saltwater disposal facility on the property, but
does not have an estimated date of completion at this time. An analysis is
being undertaken on several dry wells (drilled previous to GTII owning the
property) to determine the best one to use for the salt water disposal
facility. The estimated cost of construction could be from $35,000 to
$75,000 depending on whether or not the casing will have to be replaced in
the existing well selected. During the last quarter of 1998 the Company
signed a contract with Mike Arnold Trucking & Material Co. for the sale of
sand and gravel from the Altair. The contract will pay royalty payments of
$0.80 per ton on sand that is stockpiled and $0.50 per ton for sand that is
mined. Every six months the royalty payment will be adjusted if necessary
to compensate GTII if the average sales price of sand increases. GTII will
be paid $0.70 per ton for any gravel that is mined from the Altair.
Management estimates that there are approximately 2 million tons of sand
currently stockpiled with an additional 8-12 million tons that can be mined.
In addition, there are approximately 5-8 million tons of gravel that can be
mined. GTII began receiving revenues from the sand and gravel contract in
the first quarter of 1999.
(c) Apache Ranch
GTII owns the 13,500 acre Apache Ranch which adjoins the Mescalero Indian
Reservation and ski resort area near Ruidoso, New Mexico. To date, activity
related to this ranch property has included land sales (financed by the
Company) in 1995 and 1996, revenues from cattle grazing leases in the
1995-1999 period, and hunting permits in 1996. See Note 3 of Notes to
Consolidated Financial Statements at Item 8.
(d) Oil and Gas Properties
General
As of December 31, 1999, the Company owned royalty interests, ORRIs and
working interests attributable to oil and gas wells located in the United
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States, Canada, and Australia. In the United States, the Company's
interests are located in the states of Arkansas, Colorado, Kansas, New
Mexico, Oklahoma, Texas, and Mississippi. The majority of the Company's oil
and gas interests are royalties or ORRIs. The Company also holds working
interests in the United States and in Australia.
Most of the U.S. leases under which the Company owns interests provide that
such leases will continue in existence as long as oil and gas are produced
on the related properties. The duration of the Australian concessions in
which the Company owns interests is discussed generally in the following
section.
Australian Properties
A significant portion of the Company's oil and gas properties consists of
ORRI under ATPs granted by the State of Queensland, Australia. The Company
currently has ORRI under eleven such ATPs. Each of these ATPs has an
initial term of four years. The area covered by an ATP is reduced by
relinquishment of approximately one-fourth of the area at the start of the
third year of its effectiveness and an additional one-fourth of the original
area at the start of the fourth year of its effectiveness. The area to be
relinquished is chosen by the holder of the ATP. An ATP does not require
that any specific work, such as drilling or geological or geophysical work,
be performed by the holder, but does require that the holder continuously
prospect and expend a specified minimum sum over the term of the ATP for
such prospecting efforts. Applications for renewal may be filed at the time
of expiration of an ATP.
The Company has ORRI in 1,388,560 net royalty acres under 13,358,400 gross
surface acres in Australia. Unlike working interests, ORRIs do not require
that the Company bear any portion of exploration or drilling expenses to
develop the property. In addition, the Company holds 58,305 net working
interest acres under 938,400 gross working interest acres.
Oil revenues from Australia during 1999 totaled $172,645 from ATP 267, ATP
299 and ATP 543, before transportation costs to market of $55,589. No
revenues were generated by the other eight ATPs during 1999.
Reserves
The majority of the Company's reserves are attributable to properties in
which the Company owns ORRI and royalty interests. Data necessary for the
computation of reserve estimates for such properties is not available to the
Company without the incurrence of unreasonable effort and expense. If
estimates of proved reserves were available for such properties, the Company
believes that reserves attributable to ATP 299 in Australia would account
for the majority of the proved oil reserves attributable to these interests.
The working interest holders of the properties under which the Company holds
royalty interests and ORRIs have not supplied the Company with information
deemed necessary for meaningful reserve calculations. Most of the Company's
domestic royalty interests are small, and the Company is of the opinion that
obtaining information necessary for meaningful reserve calculations for
these interests would involve unreasonable effort or expense. Oil
production attributable to the Company's royalty and ORRIs provided
approximately 99% of the Company's income attributable to oil and gas
properties during the year ended December 31, 1999.
Since the Company's working interests provide only a small percentage (1%)
of the Company's total income attributable to oil and gas properties, it was
determined that unreasonable effort and expense would be required to prepare
a reserve report on the properties to which these interests relate. See
"Supplementary Data for Reserves of Oil and Gas" under Item 8. Financial
Statements and Supplementary Data.
No estimates of total proved oil or gas reserves were filed by the Company
with, or included in reports to, any federal authority or agency other than
the Securities and Exchange Commission since the beginning of the Company's
last fiscal year.
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Average Sales Price and Production Costs
The following table sets forth the average sales price per unit of oil and
gas production. Sales prices are based on market prices determined at the
point of delivery from the producing unit. Production or severance taxes
have not been deducted in determining the average sales price, but rather
are included as part of production costs. No sales prices of gas are shown
for Australia because the Company had no production of gas in Australia
during the relevant reporting periods. The average production (lifting)
costs per unit of production are not presented because the majority of the
Company's oil and gas revenues are attributable to royalties and ORRIs. The
nature of these interests does not require that the Company bear any portion
of the production or lifting costs. Additionally, the operators of the
leases under which the Company's working interests exist have not provided
the Company with information concerning production (lifting) costs. The
Company's working interests are small, the Company is not an operator of
wells or leases, and the Company is of the opinion that obtaining
information necessary for disclosure of production (lifting) costs would
involve unreasonable effort or expense.
United States Australia
Average Sales Price Average Sales Price
Fiscal Year Ended Oil Gas Oil Gas
----------------- ------ ------ -------- -------
December 31, 1999 $17.16 $ 1.82 $US18.36 $US1.12
December 31, 1998 $12.22 $ 1.82 $US15.23 -
December 31, 1997 $19.21 $ 1.82 $US20.55 -
WORKING INTERESTS - DOMESTIC
Productive Wells and Developed Acreage
The Company's assets and revenues attributable to its domestic working
interests are not material. The interests held are quite small and the
Company has determined that the costs incurred to obtain and analyze the
information normally required to be presented for working interests would be
unreasonable. As a result this information has been omitted.
Non-Productive Acreage
GTII holds a 30% interest in approximately 11,787 acres of long-term leases
located in the Overthrust Belt in Arizona. The primary prospect in this
lease play is the Cochise Overthrust Prospect. Along with other working
interest owners, GTII intends to farm out the interest to a third party, who
would assume the costs of drilling and developing the properties. Under
such arrangements, GTII, et al would attempt to recover out-of-pocket
expenses while retaining an overriding royalty interest.
WORKING INTERESTS - AUSTRALIA
The table below sets forth the undeveloped acreage in Australia in which the
Company held working interests as of December 31, 1999. Working interests
are acquired by the Company with the intention to farm out operations while
retaining an ORRI or carried working interest.
GTII's Net
Gross Working WI
Area Acres Interest Acres
---- ------- -------- -------
538 478,400 7.5% 35,880
554 460,000 4.875% 22,425
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Recent Developments - WI
During 1999 Dyad-Australia, Inc. entered into an agreement with a major U.S.
energy concern whereby significant exploratory work will be funded on ATP
554P including new seismic acquisition and the drilling of at least one
exploratory well. The specific terms are subject to a confidentiality
agreement; however the exclusive right to market all hydrocarbons from ATP
554 was assigned to that major U.S. energy concern. GTII's ultimate
economic interest in ATP 554 will depend on the level of expenditures by the
parties to the agreement and on the level and timing of partial
reimbursement of expenditures by Dyad and GTII. GTII held a 7.5% interest
which was subject to an immediate reduction to 4.875% as a result of the
funding arrangement. GTII received compensation for its reduction of
interest in the form of $7,500, and additionally, in exchange for a
geochemical survey acquired on the area. The reduction in interest will not
have a material effect on the Company's financial position. GTII does not
intend to repurchase an additional interest to regain its 7.5% previous
interest in the area.
As a result of the agreement with the energy concern, Dyad acquired,
processed and interpreted 169 kilometers of seismic data. Based on the
results of the seismic program, Dyad believes drilling an exploratory well
on the area is justified. However, the energy concern that funded the
seismic program decided not to provide funds to drill. Under the terms of
the final agreement entered into between Dyad and the energy concern, the
energy concern has taken the position that it can terminate the agreement
if, in its sole and absolute discretion, the seismic investigations do not
justify the drilling of an exploratory well. As operator, Dyad has
contested this position. If the exploratory well is not funded, then ATP
554P will likely expire as a result of failure to meet exploration
commitments required by the Australian government. In the event that ATP
554P expires, then GTII's interest will cease to exist, but the loss of this
interest will not have a material effect on the Company's financial
position.
ROYALTY AND OVERRIDING ROYALTY INTERESTS - DOMESTIC AND CANADA
The Company owns royalty interests and ORRIs in oil and gas wells primarily
located in the states of Arkansas, Colorado, Kansas, New Mexico, Oklahoma,
Mississippi, and Texas. During 1996, the Company acquired ORRIs in four
producing wells in Texas and four producing wells in Mississippi. During
1997, the Company acquired ORRIs under two production units in Canada.
These production units consist of the consolidation of numerous leases and,
between the units, contain more than 200 wells. The Company had no ORRIs in
undeveloped acreage in the United States, as of December 31, 1999.
Also see (d) Oil and Gas Properties - General.
OVERRIDING ROYALTY INTERESTS - AUSTRALIA
The following table sets forth the ATP number of each Australian concession
in which the Company had an ORRI as of December 31, 1999 and upon which
productive wells had been drilled, the percentage interest of the Company
therein, the number of such wells, the gross acreage of each concession, and
the net royalty acres held in each concession.
GTII's Net
Area & Gross Royalty Royalty
No. of Wells Acres Interest Acres
------------------ --------- ---------- -------
267 - 21 oil wells 552,000 2.6064700% 115,102
299 - 65 oil wells 441,600 1.6364559% 57,813
543 - 1 gas well 1,545,600 0.5000000% 61,824
The following table sets forth the undeveloped acreage in which the Company
had ORRIs in Australia as of December 31, 1999.
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GTII's Net
Gross Royalty Royalty
Area Acres Interest Acres
---- --------- -------- -------
333 92,000 0.200% 1,472
538 478,400 0.623% 23,843
550 386,400 0.500% 15,456
560 846,400 0.800% 54,170
582 6,716,000 1.000% 537,280
636 640,000 5.000% 256,000
661 430,000 2.000% 68,800
CO98-C 1,230,000 2.000% 196,800
The total of the producing and non-producing acreage in Australia under
which GTII holds ORRI interests is 1,388,560 net royalty acres under
13,358,400 gross surface acres.
Recent Developments - ORRI
From 1996 through 1999 a total of 35 new oil wells were completed as
producers on ATP 299P. There are now 65 wells in twelve different fields on
ATP 299 from which GTII receives revenues. GTII acquired additional
interests in ATP 299 during 1997, bringing GTII's ORRI in this ATP to
1.6364559291% of gross production, less transportation costs. Each oil field
has numerous undrilled locations, indicating upside potential for the
further development of ATP 299.
GTII also purchased additional interests in ATP 267 during 1997 bringing
GTII's total ORRI in ATP 267 to 2.60647% of gross production, less
transportation costs. There are currently 21 producing oil wells on this
concession from which GTII receives revenues. GTII also began receiving
revenues from the gas well on ATP 543P during 1999.
During 1999 the Company purchased a 5% overriding royalty interest in ATP
636P from Strategic Consulting, Inc. This concession covers approximately
640,000 and is located in Queensland, Australia. As a part of the purchase,
Strategic agreed to grant GTII overriding royalty interests in additional
concessions that Strategic applied for if they were granted. Strategic was
successful in two other applications, so GTII received a 2% overriding
royalty interest in ATP 661P covering 430,000 acres in Queensland, and a 2%
overriding royalty interest in CO98-C covering 1,230,000 acres in South
Australia. All of these concessions are currently non-producing, but
exploratory work is being planned.
(e) Office Facilities
The Company's corporate office is located at 6314 Aspen Cove Court, Sugar
Land, Texas 77479. The office is leased from Kenneth Owens, Chairman of the
Board and President. In addition, the Company has offices on the Altair
property. Rent in the amount of $14,800 was paid to Kenneth Owens in 1999
for these facilities. The Company also has an office at 104 Fossil Court,
Springtown, Texas 76082, which handles the stock transfer agent duties and
other duties for the Company. No rent payments were made in 1999 for these
facilities. The Company believes its office facilities are adequate for the
next year.
ITEM 3. LEGAL PROCEEDINGS
As of March 31, 2000, there were no material legal proceedings to which the
Company or any of its subsidiaries was a party or of which any of their
properties was the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Common Stock
The only class of common equity security authorized by the Company's
Articles of Incorporation, as amended, is the Company's Common Stock, $.001
par value. The Company's Common Stock trades on the NASDAQ SmallCap Market
tier of the NASDAQ Stock Market under the symbol "GTII." The range of high
and low sales prices for each quarter during the last two fiscal years, as
quoted in the National Association of Securities Dealers' Automatic
Quotation ("NASDAQ") System, is set out in the table that follows. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down,
or commission and may not necessarily represent actual transactions.
Year Ended December 31, 1999 Year Ended December 31, 1998
High Low High Low
------ ------ ------- -------
1st Quarter $8.625 $7.750 $14.375 $7.2500
2nd Quarter 9.750 5.000 13.125 7.5000
3rd Quarter 5.500 1.781 11.000 5.5000
4th Quarter 4.250 2.000 11.500 5.0625
As of March 31, 2000, there were approximately 10,216 holders of record of
the Company's Common Stock, plus an undetermined number of stockholders who
hold their stock in street name.
GTII conducted a buy back of shares from shareholders holding 20 or fewer
shares from October 15, 1999 through November 30, 1999. The buy back was
conducted to reduce the costs associated with servicing the accounts of
shareholders having small amounts of shares, and to provide small
shareholders with an opportunity to sell these small blocks of stock without
the disproportionate expense of brokerage commissions. A total of 1,789
shareholders sold 7,342.7709 shares back to the Company at $4 per share for
total proceeds of $29,371.04.
Dividends - Common Stock
The Company has not paid cash dividends on its common stock and does not
anticipate the payment of cash dividends in the foreseeable future. Payment
of cash dividends is within the discretion of the Company's Board of
Directors and will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company. The
payment of stock dividends is also within the discretion of the Board of
Directors.
Dividends - Preferred Stock
Class A - A cash dividend of $0.30 per Class A preferred share was paid on
these shares during 1999.
Dividend Reinvestment and Stock Purchase Plan
GTII set up a Dividend Reinvestment and Stock Purchase Plan (the "Plan")
during 1996, to provide existing shareholders of the Company's common stock
with a convenient and economical method of investing cash dividends and
making cash investments in the Company's common stock without payment of
brokerage commissions in connection with purchases. Shareholders may choose
to invest funds in common stock through optional cash investments, with a
minimum purchase of $25.00 per month and a maximum purchase of $5,000 per
month. The optional cash payments may be made occasionally or at regular
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intervals, as the shareholder desires. A $2.50 service fee is charged for
each optional cash investment. The Plan provides that the common shares
offered by the Company may be either shares newly issued by the Company or
shares purchased on the open market at the Company's option. The purchase
price for shares purchased on the open market is the average price paid for
such shares, and the purchase price for newly issued shares is 98% of the
average of the daily closing prices of the common shares reported on the
NASDAQ market on the five trading days prior to the purchase date.
IMPORTANT: The above is only a brief outline of the Plan. Complete details
of the Plan were mailed to all shareholders during 1996. Before enrolling,
shareholders should review the information received, or obtain complete
information on the Plan by requesting a copy of the Dividend Reinvestment
and Stock Purchase Plan from the corporate office.
The Company registered 1,000,000 shares of common stock under the Securities
Act for sale by GTII pursuant to the Plan, which may be used at the
Company's discretion. During 1999 shares for the Plan were purchased from
the registered Company stock. An average of 36 stockholders per month
purchased shares through the Plan during 1999
Preferred Stock
During 1996, shareholders authorized an amendment of the Articles of
Incorporation of the Company, under which 1,000,000 preferred shares are
authorized for issuance, with directors given the authority to subdivide the
stock and assign the various rights to each class. Directors created Class
A and Class B preferred shares and authorized a program whereby shareholders
could exchange their common stock for preferred stock at a rate of one share
of preferred received for each ten shares of common surrendered. The offer
expired on August 30, 1996. The program resulted in the exchange of
2,001,710 common shares for 11,856 Class A preferred shares, and 188,585
Class B preferred shares. As a result of the 1-for-3.5 reverse stock split
effective May 20, 1997, there were 3,371 preferred A shares and 53,903
preferred B shares issued and outstanding. Neither class of preferred stock
was registered. As a result, any transfers carry trading restrictions
associated with unregistered shares and there is no established market for
such shares.
Class A Convertible Preferred Stock - Class A preferred stock was a
convertible stock. The shareholder holding preferred stock had the same
voting rights as if all preferred shares held were common shares (1
preferred share equals 10 common shares). These shares were convertible
back to common shares October 31, 1999. An annual cash dividend of $0.30
per share was paid on the Class A preferred shares. See Dividends -
Preferred Stock.
Class B Non-Convertible Preferred Stock - Class B preferred stock was issued
as non-convertible with an annual cash dividend of $0.20 per share and a
stock dividend. The cash and stock dividends were paid in 1997. However,
during 1998, the Company's directors voted to eliminate the dividend
features of its Class B preferred stock primarily due to the impact on
earnings per share. In conjunction with this decision, the directors also
voted to allow holders of the stock to convert their shares back into common
on a one for ten basis, the same basis that common was converted to
preferred in 1996. A shareholder still holding Class B preferred stock has
the same voting rights as if all preferred shares held were common shares (1
preferred share equals 10 common shares).
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ITEM 6. SELECTED FINANCIAL DATA
Fiscal Years Ended December 31
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
Operating revenues $2,337,162 $3,104,192 $2,452,352 $2,489,295 $2,676,204
Net income/(loss) $ (556,215) $ 266,482 $ 438,784 $ 351,195 $ 683,169
Net income/(loss)
per share (1)
- basic $ (.89) $ 0.45 $ 0.46 $ 0.45 $ 0.62
- diluted $ (.89) $ 0.43 $ 0.46 $ 0.45 $ 0.62
Total assets $6,381,766 $7,309,674 $6,796,852 $6,113,063 $5,927,676
Long-term debt $ - $ - $ - $ - $ 19,486
(1) Net income per share has been restated to reflect a 1-for-2.5 reverse
split in 1995, and a 1-for-3.5 reverse split in 1997.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 field service
business recovery trails the oil and gas price recovery.
The Company also felt the effects of the bankruptcy of TransTexas Gas
Corporation, 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 in its financial statements. The impact of this situation is
discussed further 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.
During October 1999, the Company agreed to sell its salt water disposal
operations based in Zapata, Texas to the brother of the President of the
Company for a $225,000 note. In addition, the agreement calls for the
Company to potentially receive an additional $500,000 through a two cent per
barrel per month override which estimates indicate may take as long as 15
years. The transaction has been completed with an effective date of
November 1, 1999. The $225,000 is currently in the form of a receivable to
the Company. 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. Revenues are not expected to recover significantly due to
factors outside the Company's control. Management considered the
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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 loss of $534,255
from this transaction. No value was recorded for the two cent per barrel
per month override because of its contingent nature.
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. 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 the terms of the agreement have been finalized.
LIQUIDITY AND CAPITAL RESOURCES
Management has reported total assets of $6,381,766 at December 31, 1999, a
decrease of $927,908 from the $7,309,674 total at December 31, 1998. The
decrease is primarily a net effect of the write-down taken due to
TransTexas' bankruptcy, the loss sustained from the sale of the Zapata
disposal facilities, and recognition of tax benefits to be realized in the
future. Current assets remained essentially the same in spite of the charge
recorded against the Company's TransTexas receivable and reduced cash flow
due to reduced operating revenues partially due the recognition of the
current portion of deferred income tax benefits. Current liabilities were
higher when comparing the current balances to the balances at December 31,
1999 because of borrowings under the line of credit. The Company has drawn
an additional $95,000 under the Company's lines of credit with the Wells
Fargo Bank and the Bank of America 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 (discussed further below). It is important to note that
all lines of credit were repaid subsequent to the end of the year so the
Company is currently free of long-term debt, and its property and equipment
are free from any liens.
The Company has a loan outstanding to its president of $65,000. Management
believes this loan is valid and collectible. During 1998, the Company
advanced $67,750 in two transactions to the President for less than 90 days
each. These amounts were repaid during the year. When the Company
relocated its corporate office to Sugar Land, Texas, it entered into a
ten-year lease agreement with the Company's president for office space. As
part of this agreement, The Company advanced $127,428 to the president for
acquisition costs. Of this amount, $30,000 was repaid in 1999 and the
balance is being amortized over a ten-year lease period.
Historically, the Company's oil field services and rental revenues have been
derived largely from TransTexas Gas Corporation. The business with
TransTexas declined in 1999 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. As mentioned above,
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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. In
March 2000, final approval from the court for the reorganization plan was
approved. The Company is to collect 20% of its approved claims in cash and
the remainder will be paid through issuance by TransTexas of a new class of
preferred stock. GTII has recorded an adjustment to its balances at
December 31, 1998, of 80% of the outstanding receivable ($921,228) from
TransTexas on that date. In addition, $64,608 has been recorded as an
allowance for receivables incurred during the first quarter of 1999. The
allowances have been established without regard to the value for the
preferred shares to be received, because no value has been established for
those shares and any value attributed to them would be arbitrary at this
time. Stockholders' equity for 1999 includes the prior period adjustment of
$560,374 (receivable adjustment of $921,228 less income tax benefit of
$340,854) to reflect the write-down of the receivable. The 1998 financial
statements were not restated because the Company has not yet been able to
obtain its previous auditors' agreement with regard to this adjustment (see
Item 9 for discussion).
Subsequent to TransTexas' bankruptcy filing, the Company has continued
providing services 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, 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. 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 was 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. Unfortunately,
because of a shortage of cash due to the major customer bankruptcy discussed
previously, the Company was unable to pay for its one-half interest.
Therefore, it was decided the Company would back not participate in the
purchase and transferred its interest and liability to Kenneth Owens. GTII
had paid a total of $96,637 for the property and, through January 2000, had
received $95,165 in revenues, so Mr. Owens paid $1,472 to GTII so that the
Company could get back its total investment.
RESULTS OF OPERATIONS
The Company's financial statements present total operating revenues of
$2,337,162 for 1999 compared to $3,104,192 for 1998 and $2,452,352 for 1997.
The decrease from prior years 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 and sand/gravel sales
businesses. Combined, these activities have shown marked improvements during
1999 ($1,378,867) compared to 1998 ($705,624). A significant reduction in
oil field services and rentals came from TransTexas reduction in activities
as mentioned above, and reduced activity in the salt water disposal
business. Oil and gas revenues were negatively impacted by lower oil prices
during the first quarter. However, they did show good improvement during the
second through fourth quarters, ending up only slightly less than 1998 oil
and gas revenues.
Costs of revenues increased when comparing the year ended December 31, 1999
to the previous years, 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 necessarily variable with the level of activity.
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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 a valuation allowance of
$64,608 recorded against the Company's 1999 receivables from TransTexas.
During 1999, personnel costs declined, and advertising and public relations
declined. 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 when comparing 1999 from
those incurred in 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).
The Company served as a consultant to Clearworks.net, Inc. by providing
them with information valuable to a new public Company such as information
regarding SEC filings, OTC Bulletin Board and NASDAQ listing requirements,
how to set up a Dividend Reinvestment and Stock Purchase Plan, and various
other information. In addition, the Company provided them with many
contacts such as transfer agents, stock certificate printers, newswire
service contacts and more. In consideration for its assistance,
Clearworks.net issued 75,000 free trading shares to the Company. The
agreement called for the Company to pay a finder's fee of 7,500 shares to a
director of GTII, Howard Siegel and to issue 48,117 shares to its
stockholders. The Company retained the balance of 19,383 shares as an
investment. The shares were issued to the shareholders based on one share
of Clearworks received for every 18 shares of GTII owned with all fractional
shares being rounded up. Clearworks is a turnkey provider of voice, data,
and video services for both commercial and residential customers.
The Company showed a $437,161 loss from operations for the year ended
December 31, 1999 compared to profits of $392,196 and $638,993 for the
comparable periods in 1998 and 1997. 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.
Cash flows from operations declined significantly when comparing 1999 to the
two previous years. 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 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. All lines of credit were repaid subsequent to the year
end, so the Company currently has no long-term debt.
Management does not expect the trend of decreased revenues to continue,
since oil prices have recovered and our major customer is back in business.
However, GTII is considering other plans, including the acquisition of a
private Company discussed previously.
Income Taxes
The Company anticipates that it will generate sufficient taxable income in
2000 to realize substantially all of its deferred tax assets, based on the
sale of certain investments during the first quarter of 2000. See Note 7 to
Consolidated Financial Statements for disclosure of book vs. tax differences
and Note 15 to the Consolidated Financial Statements regarding subsequent
events.
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Disclosure Regarding Forward-Looking Statements
This Form 10-K includes "forward-looking" statements within the meaning of
Section 27A of the Securities Act and 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-K 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 the Form 10-K, 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The carrying amounts reflected in the consolidated balance sheets for cash,
short-term investments, accounts receivable, accounts payable, and bank
loans approximate fair value due to the short maturities of these
instruments. The Company's receivables result primarily from oil field
support services and the Company does not require collateral for these
receivables. A significant portion of the service business is billed to a
major customer who also represents a significant portion of the outstanding
receivables. The Company's line of credit agreement provides for borrowings
which bear interest at rates which vary with the prime rate. The Company
had borrowings under this credit facility during 1999 and had an outstanding
balance at December 31, 1999. The Company believes that the effect, if any,
of reasonably possible near-term changes in interest rates on the Company's
financial position, results of operations, and cash flows should not be
material.
The Company does not enter into derivatives, hedging, or other financial
instruments for trading, speculative, or other purposes. Management does
not believe that there is any other material market, interest rate, or risk
exposure with respect to derivative or other financial instruments that
would require additional disclosure under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Index to Consolidated Financial Statements on page F-1 immediately
following the signature page of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Subsequent to the year end (January 12, 2000), the Company filed an 8-K to
report a change in auditors from BDO Seidman, LLP to Pricher and Company.
There were no known disagreements with the former accountant on accounting
and financial disclosure at the time of the change. However, subsequent to
the change, it was determined that an adjustment of $580,374 should have
been recorded in the 1998 financial statements (receivable allowance of
$921,228 less income tax benefit of $340,854). The Company was unsuccessful
in negotiating with its previous auditor in order to obtain from them either
a consent to use their report or an agreement to the change, and therefore
their report on the 1998 financial statements is not included in this
filing. .
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The Board of Directors of the Company (the "Board") presently consists of
five members. Each director is elected at the annual meeting of
shareholders to hold office until the next annual meeting of shareholders
and until his/her successor has been elected and qualified. Currently
serving as directors are: Kenneth Owens, Howard Siegel, Karen Lee, Glenn
Gagnon, and David McFarlane. The following table sets forth information
concerning the persons currently serving as directors of the Company.
Date First
Position With Elected
Name Age the Company C as Director
---------------- --- --------------------- -----------
Kenneth Owens 62 Chairman of the Board 1994
and President
Howard B. Siegel 57 Director 1980
Karen Lee 40 Director 1989
Glenn Gagnon 35 Director 1997
David McFarlane 37 Director 1998
Executive Officers
Unless otherwise specified by the Board, all executive officers are elected
for a term of one year, commencing with the date of the first meeting of the
Board following the annual meeting of stockholders, and serve until their
successors are elected or appointed and qualified, or until their respective
death, resignation, removal or disqualification. All of the Company's
officers are executive officers. The following table sets forth certain
information with respect to the persons currently serving as executive
officers of the Company.
Date First
Position With Elected
Name Age the Company as Officer
-------------- ----- ----------------------- ----------
Kenneth Owens 62 Chairman of the Board 1994
and President
Robert Early 44 Chief Financial Officer 1997
Shawna Owens 27 Secretary/Treasurer 1995
Family relationships between the Company's officers and directors include:
Kenneth Owens and Shawna Owens are father and daughter.
Kenneth Owens, Chairman of the Board and President, has expertise in various
areas of business. Beginning in 1961 he performed in a supervisory capacity
for several worldwide companies including Bechtel and Brown & Root. He has
been involved in a variety of projects including: (1) Alaskan oil and gas
pipeline; (2) ICBM projects; and (3) underground nuclear testing in Nevada.
He has also been active in real estate and agriculture, acquiring a major
ownership interest in ranch grazing land and cattle operations in Texas,
Arizona, and New Mexico covering hundreds of thousands of acres.
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At the present time, he is active in both agricultural ventures and oil and
gas operations. He is also a consultant for surrounding businesses in south
Texas concerning the Railroad Commission of Texas and the Texas Natural
Resource Conservation Commission. He incorporated Transcon Energy
Corporation in Texas in 1988, and since that time he has incorporated
several other companies and holds positions in these companies as President
and/or CEO or Director.
Most of these companies have become subsidiaries of GTII. Any
non-subsidiary entities of which Mr. Owens is a director are privately held.
Robert Early, Chief Financial Officer, received his Bachelor of Business
Administration from Abilene Christian University in 1979, where he majored
in Accounting and minored in Agricultural Business. He received his
Certified Public Accountant certificate in Texas in 1981 and is a member of
the Texas and American Societies of Public Accounting. Mr. Early worked for
an independent oil Company for six years, then moved to a position as
partner of the firm Ashley, Early & Folwell, P.C. in 1987. In 1991 he
became the sole owner of the firm and changed the name to Robert Early &
Company, P.C. Mr. Early has been doing tax work since 1983 and auditing
since 1987. Mr. Early was previously the auditor for the Company through
November 1997.
Shawna Owens, Secretary/Treasurer, attended Texas A&M University and has
experience in management, accounting and public relations with different law
firms. Ms. Owens worked in Washington, D.C. for Senator Pete Dominici of
New Mexico and also worked with the Sergeant of Arms for the U. S. Senate
Chambers. She is in charge of the day to day accounting and treasury
functions and was instrumental in centralizing GTII's accounting. Ms. Owens
also performs public relations duties for the Company. She has been
employed by the Company since August 1995.
Howard B. Siegel, Director, received his Bachelor of Business Administration
Degree from the University of Oklahoma in 1966. He received a Doctor of
Jurisprudence Degree from St. Mary's University School of Law in 1969. Mr.
Siegel was formerly an attorney for Superior Oil Company, a major oil and
gas Company located in Houston. He previously served as Vice President,
General Counsel, and a member of the Board of Directors of Tenneco Inc.
Federal Credit Union. From July 1974 to August 1989, Mr. Siegel was
employed as an attorney with the law firm of Bracewell & Patterson in
Houston, Texas, and from that date until January 1991, he was employed by
Hurt, Richardson, Garner, Todd & Cadenhead in Atlanta, Georgia. Mr. Siegel
is currently a practicing attorney in Houston, Texas. Mr. Siegel has served
in an advisory capacity to the Board of Directors of the Company since March
25, 1980.
Karen Lee, Director, graduated with high honors from Cisco Junior College.
She administers the operation of the Company's offices in Springtown, Texas,
does much of the research and writing for filing of Securities and Exchange
Commission documents, and performs transfer agent duties and stockholder
record keeping for the Company. She is a member of the Southwest Securities
Transfer Association, Inc. Ms. Lee has been employed by the Company for the
past 19 years.
Glenn Gagnon, Director, received a Bachelor of Science degree from Texas A&M
University in 1994. From 1990-1994 he was employed by Gold Gyms Inc. and
was responsible for marketing, sales and automation of new facilities. He
has been employed by GTII since 1994 and is now in charge of public
relations for the Company. He established the Dividend Reinvestment and
Stock Purchase Plan for the Company and is currently assisting with filing
of Securities and Exchange Commission documents.
David McFarlane, Director, received a BS degree in Optical Engineering from
the University of Rochester in 1985, a MS degree in Nuclear Engineering from
Texas A&M University in 1991, and a Ph.D. in Radiological Health Physics
from Texas A&M in 1995. From 1987 to 1995 he was a research assistant and
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lecturer at Texas A&M. Since 1996 he has been employed by Bandag, Inc. in
Muscatine, Iowa as a research engineer. His responsibilities include
conducting research, managing research projects, and developing and managing
budgets. Mr. McFarlane was appointed director of GTII in August of 1998 to
serve until the next annual meeting of shareholders when he will be placed
on the ballot to be voted on by the shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information as to the Company's chief
executive officer for the past three fiscal years. There is no compensation
to other officers or employees that would require disclosure under this
item.
Name and Salary Cash Bonus Cash
Principal Position Year Compensation Compensation
- ---------------------- ---- ------------ ------------
Kenneth Owens 1997 $ 5,000 $ -0-
Chairman and President 1998 $11,000 $19,000
1999 $17,500 $ 6,000
No other officers, directors, or employees received compensation that would
require disclosure herein.
Director Compensation
The Board has approved a $1,500 director fee for the past three years. The
fee was paid to all directors for 1997 and 1998. As of December 31, 1999,
the 1999 fee had not yet been paid.
Compensation Committee Report
The Board of Directors delegates responsibility for executive compensation
to the Compensation Committee which is presently comprised of three of the
directors on the Board. This committee reviews the salaries of each of the
officers of the Company, and recommends the directors' fees for the year.
The Committee recommended to the Board that Kenneth Owens, President,
received a salary of $17,500 for 1999, and that directors' fees for 1999 be
set at $1,500 cash per director.
In September 1998, the Company filed an S-8 registration statement
registering 200,000 common shares for a Stock Compensation Plan recommended
by the committee and adopted by the Board. The Plan allows the directors to
issue common stock as compensation for services provided by employees,
officers, directors, agents, consultants, and advisors. The Plan will allow
these service providers to acquire proprietary interests in the Company in
exchange for their services. These interests would provide incentives for
high levels of service. No shares were issued under the Plan during 1998 or
1999.
Performance Graph - Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return on the
Corporation's Common Stock against the cumulative total return of the NASDAQ
Stock Market and the NASDAQ Non-Financial Stocks. The graph assumes that
the value of the investment in the Corporation's Common Stock and each index
was $100 at December 31, 1994. GTII's numbers reflect a 1-for-2.5 reverse
stock split in 1995, and a 1-for-3.5 reverse stock split in 1997.
23
<PAGE>
<PAGE>
Comparison of Five-Year Cumulative Total Return
Fiscal Years Ended December 31
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
GTII Stock 100.00 125.88 99.75 132.00 88.00 22.18
NASDAQ Stock 100.00 141.33 173.89 213.07 300.18 545.67
Non-Financial
Stocks 100.00 139.26 169.16 198.09 290.28 562.31
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
common stock as of March 31, 2000 with respect to (1) each person known by
the Company to own beneficially more than 5% of the Company's common stock,
(2) each of the Company's directors, and (3) all directors and officers of
the Company as a group. The title of class is common stock, $.001 par
value.
NOTE: Some of the following shareholders may still be holding preferred
stock that has not been converted back to common. In accordance with the
Preferred Stock Plans, the preferred shares have the same voting rights as
if they were common shares (1 preferred share is equivalent to 10 common
shares). Therefore, the shares are listed below as common shares, with a
footnote following to explain the breakdown of the number of common and the
number of preferred each person holds.
# of Shares
Name and Beneficially Percent of
Address of Stockholder Owned Class
- --------------------------- ------------ ----------
Kenneth Owens 437,822 (1) 37.16%
6314 Aspen Cove Court
Sugar Land, Texas 77479
Howard B. Siegel 100 0.01%
P. O. Box 940572
Houston, Texas 77094-1572
Karen Lee 504 0.04%
104 Fossil Court
Springtown, Texas 76082
Glenn Gagnon 865 0.07%
5311 Palmetto, Apt. A
Houston, TX 77081
David McFarlane 8 0.00%
6500 49th St. S.
Muscatine, IA 52761
Shawna Owens 1,710 0.15%
P. O. Box 17029
Sugar Land, Texas 77496
Robert Early 15 0.00%
2208 Ivanhoe
Abilene, Texas 79605
24
<PAGE>
<PAGE>
All directors and officers as a 441,024 (2) 37.43%
group (7 persons)
(1) Common - 38,662; Preferred B - 39,916
(2) Common - 41,864; Preferred B - 39,916
Note: The stockholders identified in this table have sole voting and
investment power with respect to the shares beneficially owned by them.
Changes in Control
No changes in control occurred during 1999. The Company is currently having
discussions with Whitemark Homes, Inc. of Orlando, Florida, regarding an
acquisition of that Company (see Item 7. Management's Discussion and
Analysis for more information). If this transaction is consummated a change
in control will occur, and will be reported at that time.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1998, the Company relocated its corporate office to Sugar Land,
Texas. The Company had been leasing its offices in Albuquerque, New Mexico
from its President, and decided to continue this relationship in Sugar Land.
The Company's President agreed to purchase facilities which would serve
adequately as the Company's offices. The Company entered into a ten-year
lease agreement with the President for office space. As part of this
agreement, the Company advanced $127,428 to him for acquisition costs. Of
this amount, $30,000 is to be repaid in early 1999 and the balance is to be
amortized over the ten-year lease period.
During March of 1999, the Company entered into a contract to purchase a
one-half interest in the 1,062 acre Wright property. This property
contained ongoing sand and gravel excavation operations, and the Company
felt that this would enhance its sand and gravel operations already being
conducted on the Altair property. The President of the Company purchased
the other one-half interest. The Company's interest cost $400,000, with
$300,000 of this consisting of a promissory note. Unfortunately, because of
a shortage of cash due to the major customer's bankruptcy discussed
previously, the Company was unable to pay for its one-half interest in the
Wright property. Therefore, the Company decided to back out of the deal and
transfer its interest and liability to Kenneth Owens. GTII had paid a total
of $96,637 for the property and had received $95,165 in revenues, so Mr.
Owens paid GTII $1,472 to GTII so that the Company could get back its total
investment.
During October 1999 the Company agreed to sell its salt water disposal
operations based in Zapata, Texas to the brother of the President of the
Company for a $225,000 note. In addition, the agreement calls for GTII to
received $500,000 in the form of a two cents per barrel per month override.
The decision for this sale culminated from a serious review of their present
contribution to the profits of the Company and their future potential. The
decision was brought on by the resignation of the on-site manager and
difficulty in finding a replacement. Revenues were not expected to recover
significantly. 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 time period. These costs would have been
significant. Therefore, the decision was made to sell the facilities, so
that any such costs would be transferred to the buyer.
Several of the officers and directors of the Company have invested in the
oil and gas business, either directly or through entities in which they have
an interest. Certain of these interests could directly compete with the
interests of the Company. Although the Company is not aware of any present
conflicts of interest, such present or future activities on the part of the
25
<PAGE>
<PAGE>
officers and directors could directly compete with the interests of the
Company. If the Company should enter into future transactions with its
officers, directors or other related parties, the terms of any such
transaction will be as favorable to the Company as those which could be
obtained from an unrelated party in an arm's-length transaction.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report or are
incorporated by reference:
Financial Statements - The following information has been included in
response to Item 8 above.
- Report of Independent Certified Public Accountants
- Consolidated Balance Sheets
- Consolidated Statements of Operations
- Consolidated Statements of Stockholders' Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial Statements
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December
31, 1999.
26
<PAGE>
<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.
GOLDEN TRIANGLE INDUSTRIES, INC.
Date: April 27, 2000 By: /s/ KENNETH OWENS
Kenneth Owens
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/ KENNETH OWENS Chairman of the Board April 27, 2000
Kenneth Owens and President
/s/ ROBERT EARLY Chief Financial April 27, 2000
Robert Early Officer
/s/ HOWARD B. SIEGEL Director April 27, 2000
Howard B. Siegel
/s/ KAREN LEE Director April 27, 2000
Karen Lee
/s/ GLENN GAGNON Director April 27, 2000
Glenn Gagnon
/s/ DAVID MCFARLANE Director April 27, 2000
David McFarlane
27
<PAGE>
<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants . . . . . F-2
Consolidated Balance Sheets as of December 31, 1998 and 1997 . . F-3
Consolidated Statements of Operations for the fiscal years ended
December 31, 1998, 1997 and 1996 . . . . . . . . F-4
Consolidated Statements of Stockholders' Equity for the fiscal
years ended December 31, 1998, 1997 and 1996 . . . . F-5
Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 1998, 1997 and 1996 . . . . . . . . F-6
Notes to Consolidated Financial Statements . . . . . . . . F-8
F-1
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Golden Triangle Industries, Inc.
We have audited the accompanying consolidated balance sheet of Golden
Triangle Industries, Inc. (a Colorado corporation) and subsidiaries as of
December 31, 1999, and we were engaged to audit the related consolidated
statements of operations, stockholders' equity, and cash flows for the year
then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
Except as discussed in the following paragraphs, we conducted our audit in
accordance with generally accepted auditing standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
The Company's accounting records do not include reserve analyses for all of
its oil and gas properties and a formal engineering analysis of its sand and
gravel inventories. In addition, sufficient evidential matter does not
support estimates of the amount of uncollectible accounts receivable as of
December 31, 1998. We have not satisfied ourselves by means of other
auditing procedures about the valuation of the Company's oil and gas
properties, inventories and accounts receivable as of December 31, 1998. The
valuation of oil and gas properties, inventories and accounts receivable at
December 31, 1998, materially affect the determination of the results of
operations and cash flows for the year ended December 31, 1999. Accordingly,
the scope of our work was not sufficient to enable us to express, and we do
not express, an opinion on the accompanying consolidated statements of
operations, stockholders' equity, and cash flows for the year ended December
31, 1999, or on the consistency of application of accounting principles with
the preceding year.
Because of the inadequacy of accounting records, we were unable to form an
opinion regarding the amounts at which oil and gas properties and
inventories are recorded in the accompanying balance sheet at December 31,
1999 (stated at $1,605,666) or the amount of depletion expense for the year
then ended (stated at $53,220).
In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had accounting records concerning oil
and gas properties and inventories been adequate, the accompanying
consolidated balance sheet referred to in the first paragraph presents
fairly, in all material respects, the financial position of Golden Triangle
Industries, Inc. and subsidiaries as of December 31, 1999, in conformity
with generally accepted accounting principles.
/s/PRICHER AND COMPANY
Pricher and Company
Orlando, Florida
April 7, 2000
F-2
<PAGE>
<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
December 31
1999 1998
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 66,199 $ 160,204
Accounts receivable - trade 380,928 1,307,042
Accounts receivable - related parties 213,636 27,247
Accounts and notes receivable - other 10,060 33,977
Inventories 238,930 199,296
Investments - available for sale 270,587 47,694
Deferred income taxes 557,288 -
Prepaid expenses 15,000 13,500
---------- ----------
Total Current Assets 1,752,628 1,788,960
---------- ----------
FIXED ASSETS
Oil and gas properties (full cost method), net 1,605,666 1,628,496
Property and equipment, net 2,250,695 3,342,789
---------- ----------
Total Fixed Assets 3,856,361 4,971,285
---------- ----------
OTHER ASSETS
Accounts and notes receivable - non-current 328,024 305,588
Accounts receivable - officers
& related parties - non-current 302,295 185,209
Deferred income taxes 126,306 38,000
Other 16,152 20,632
---------- ----------
Total Other Assets 772,777 549,429
---------- ----------
TOTAL ASSETS $6,381,766 $7,309,674
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 67,827 $ 50,535
Accrued expenses 11,050 73,239
Borrowings under lines of credit 266,200 171,200
---------- ----------
Total Current Liabilities 345,077 294,974
---------- ----------
STOCKHOLDERS' EQUITY
Preferred, $0.10 par (1,000,000 authorized)
Class A 106 337
Class B 4,044 5,294
Common, $.001 par (100,000,000 authorized) 761 605
Additional paid-in capital 7,547,562 7,514,575
Accumulated other comprehensive income/(loss):
Unrealized gain/(loss) on securities
available for sale 55,676 (72,260)
Accumulated deficit (1,571,460) (433,851)
---------- ----------
Net Stockholders' Equity 6,036,689 7,014,700
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,381,766 $7,309,674
========== ==========
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31
1999 1998 1997
---------- ---------- ----------
REVENUES
Oil field services, rentals and disposals $ 732,557 $2,139,843 $2,003,993
Oil and gas production 225,738 258,725 448,359
Oil reclamation, sand and water sales 1,378,867 705,624 -
---------- ---------- ----------
Total Revenues 2,337,162 3,104,192 2,452,352
COSTS OF REVENUES 1,757,934 1,607,921 964,104
---------- ---------- ----------
GROSS PROFIT 579,228 1,496,271 1,488,248
SELLING AND ADMINISTRATIVE EXPENSES 1,016,389 1,104,075 849,255
---------- ---------- ----------
INCOME/(LOSS) FROM OPERATIONS (437,161) 392,196 638,993
---------- ---------- ----------
OTHER INCOME/(EXPENSES)
Interest and dividend income 13,702 31,558 43,331
Gain on sale of securities - 62,436 19,764
Other income 46,291 26,613 26,582
Gain/(loss) on sale of assets (522,975) 1,797 2,781
Stock transfer fees 6,900 10,199 7,965
Interest expense (25,781) (13,317) (518)
---------- ---------- ----------
Net Other Income/(Expenses) (481,863) 119,286 99,905
---------- ---------- ----------
INCOME/(LOSS) BEFORE INCOME TAXES (919,024) 511,482 738,898
INCOME TAX BENEFIT/(EXPENSE) 362,809 (245,000) (300,114)
---------- ---------- ----------
NET INCOME/(LOSS) $(556,215) $ 266,482 $ 438,784
========== ========== ==========
Earnings/(Loss) per Common Share:
Basic $ (0.89) $ 0.45 $ 0.46
========== ========== ==========
Diluted $ (0.89) $ 0.43 $ 0.46
========== ========== ==========
Weighted Average Shares Outstanding:
Basic 627,366 591,392 552,896
Diluted 627,366 625,102 552,896
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Accumulated
Preferred Stock Stock Additional Other
Class A Class B Common Stock Sub- Paid In Comprehensive Accumulated
Shares Amount Shares Amount Shares Amount scribed Capital Income/(Loss) Deficit
------ ------- ------ ------- ------- ------- -------- ---------- --------- ----------
Balances at January 1, 1997 3,374 $ 337 53,903 $ 5,390 546,492 $ 546 $ 11,250 $6,982,197 $ (48,218) $ (953,491)
Repurchased for cash - - - - (14,871) (15) - (126,476) - -
Issued under Dividend
Reinvestment & Stock
Purchase Plan - - - - 25,843 25 - 303,060 - -
Issued for property - - - - 3,398 3 - 30,103 - -
Issued for directors' fees - - - - 286 1 - 2,533 - -
Issued as promotional effort - - - - 491 1 - 4,502 - -
Issued for subscriptions - - - - 2,571 3 (11,250) 11,247 - -
Issued as stock dividends
on preferred stock - - - - 16,188 16 - 143,405 - (143,421)
Preferred stock dividends - - - - - - - - - (41,193)
Change in marketable securi-
ties valuation allowance - - - - - - - - 16,781 -
Net income for the year - - - - - - - - - 438,784
------ ------- ------ ------- ------- ------- -------- ---------- --------- ----------
Balances at Dec. 31, 1997 3,374 337 53,903 5,390 580,398 580 - 7,350,571 (31,437) (699,321)
Issued under Dividend
Reinvestment & Stock
Purchase Plan - - - - 9,509 9 - 95,376 - -
Issued for property - - - - 1,000 1 - 10,999 - -
Issued for services - - - - 15 - - 185 - -
Issued for warrants offering - - - - 4,856 5 - 57,358 - -
Exchange of preferred for
common - - (962) (96) 9,620 10 - 86 - -
Change in marketable securi-
ties valuation allowance - - - - - - - - (40,823) -
Preferred stock dividends - - - - - - - - - (1,012)
Net income for the year - - - - - - - - - 266,482
------ ------- ------ ------- ------- ------- -------- ---------- --------- ----------
Balances at Dec. 31, 1998 3,374 337 52,941 5,294 605,398 605 - 7,514,575 (72,260) (433,851)
Issued under Dividend
Reinvestment & Stock
Purchase Plan - - - - 14,795 15 - 61,016 - -
Repurchase of common stock - - - - (7,343) (7) - (29,364) - -
Exchange of preferred for
common (2,317) (231) (12,501) (1,250) 148,180 148 - 1,335 - -
Change in marketable securi-
ties valuation allowance - - - - - - - - 127,936 -
Prior period adjustment - - - - - - - - - (580,374)
Preferred stock dividends - - - - - - - - - (1,020)
Net (loss) for year - - - - - - - - - (556,215)
------ ------- ------ ------- ------- ------- -------- ---------- --------- ----------
Balances at Dec. 31, 1999 1,057 $ 106 40,440 $ 4,044 761,030 $ 761 $ - $7,547,562 $ 55,676 $(1,571,460)
====== ======= ====== ======= ======= ======= ======== ========== ========= ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase/(Decrease) in Cash and Cash Equivalents
Year Ended December 31
1999 1998 1997
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $ (556,215) $ 266,482 $ 438,784
Adjustments to reconcile net income/(loss)
to net cash from operating activities:
Depreciation, depletion and amortization 419,332 486,367 422,898
(Gain)/loss on sales of assets
& securities 522,975 (64,233) (22,545)
Stock issued for services - 185 2,534
Deferred income taxes (349,146) 146,000 187,000
Accounts receivable 4,887 (542,293) (198,930)
Inventories (39,634) 331 373
Prepaid expenses and other (1,500) 11,469 (42,647)
Restricted cash - - 100,954
Accounts payable 17,292 (26,051) 29,921
Accrued expenses (62,189) 55,093 (50,241)
---------- ---------- ----------
NET CASH PROVIDED/(USED) BY OPERATING
ACTIVITIES (44,198) 333,350 868,101
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (135,777) (474,005) (1,644,154)
Purchase of inventory on Altair property - - (200,000)
Purchase of marketable securities (50,551) (106,654) (56,971)
Loan payments received 1,480 - 87,389
Investment in affiliates (4,212) - -
Proceeds from sale of securities - 164,152 62,753
Proceeds from sale of assets 63,500 14,141 467,534
---------- ---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (125,560) (402,366) (1,283,449)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing common stock 61,031 152,749 303,085
Purchase of common stock (29,371) - (121,989)
Dividends on preferred shares (1,020) (1,012) (41,193)
Advances to related parties (180,233) (184,675) (101,428)
Repayments from related parties 130,346 71,310 98,000
Proceeds from notes payable 95,000 171,200 176,000
Repayment of notes payable - (76,000) (100,000)
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 75,753 133,572 212,475
---------- ---------- ----------
NET INCREASE/(DECREASE) IN CASH (94,005) 64,556 (202,873)
CASH - Beginning of Year 160,204 95,648 298,521
---------- ---------- ----------
CASH - END OF YEAR $ 66,199 $ 160,204 $ 95,648
========== ========== ==========
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase/(Decrease) in Cash and Cash Equivalents
(Continued)
Year Ended December 31
1999 1998 1997
---------- ---------- ----------
Supplemental Disclosures
Cash payments for:
Interest $ 25,781 $ 13,317 $ 518
Income taxes (domestic and foreign) 57,444 47,356 92,229
Non-Cash Investing and Financing
Stock issued to related party for
50% interest in Zapata office facility - - 30,106
Services provided as proceeds on sale
of Amando facility - - 269,000
Dividends paid with common stock - - 143,421
Purchase of trucks with common stock 11,000 11,000 -
Preferred stock converted into
common stock 96 96 -
Sale of subsidiaries and salt water
disposal facilities to related party
in exchange for a note receivable 225,000 - -
Transfer of 50% interest in Zapata
office facility to related party for
a receivable 28,588 - -
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
GENERAL INFORMATION
Golden Triangle Industries, Inc. (the Company) was incorporated under the
name Golden Triangle Royalty & Oil, Inc. on July 30, 1975 under the laws of
the State of Colorado. It is primarily engaged in the business of providing
oil field support services, including equipment rentals and disposition of
oil field salt water. Oil field services consist of heavy equipment work
such as bulldozing, dirt loading, water and waste hauling, and various other
services. Salt water is produced along with oil and gas and is required to
be re-injected back into underground formations or otherwise disposed of as
a regulated waste product. The Company had one disposal facility in
operation at the end of 1999 after having sold five facilities as discussed
at Note 6. During 1997, the Company acquired land near Houston, Texas and
has developed its significant oil field services and rentals business
associated with that property.
The Company also owns passive (primarily royalty) interests in oil and gas
production. The passive oil and gas interests consist of U.S. and
Australian properties. Australia provided approximately 75% of gross oil
and gas revenues during 1999. The bulk of the oil and gas asset base is
located in Australia.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
the accounts of Golden Triangle Industries, Inc. and its subsidiaries. All
significant inter-Company balances and transactions have been eliminated.
The Company's subsidiaries at December 31, 1999 are Golden Triangle Coal &
Mining, Inc., Golden Triangle Oil & Minerals, Inc. of Australia, Houston Oil
& Energy, Inc., Jim Wells Salt Water Disposal, Inc., County Line Salt Water
Disposal Inc., and Apache Ranch, Inc. Golden Triangle Coal & Mining, Inc.,
Houston Oil & Energy, Inc., and Golden Triangle Oil & Minerals, Inc. of
Australia are inactive. For purposes of these notes, these entities are
collectively referred to as "the Company" or "GTII." The activities of OCR
Investments, Inc. (OCR) and Transcon Energy Corporation (Transcon) are
consolidated through October 31, 1999 because they were sold effective
November 1, 1999 as discussed at Note 6.
MARKETABLE EQUITY SECURITIES. The Company's securities are classified as
available for sale. As such, they are reported at fair value with
unrealized gains and losses, net of related deferred income taxes, included
in shareholders' equity as an element of accumulated other comprehensive
income/(loss). Realized securities gains or losses are reported in current
year earnings. The cost of securities sold is based on the specific
identification method.
INVENTORIES. Inventories are stated at the lower of cost determined on a
first in/first out (FIFO) basis or market. The Company's inventory at
December 31, 1999 and 1998 consisted of stockpiled sand and gravel and an
inventory of reclaimed oil in tanks at the reclamation plant. These
products are considered raw materials and are carried at cost.
PROPERTY AND EQUIPMENT. The Company follows the full cost method of
accounting for oil and gas producing activities and, accordingly,
capitalizes all costs incurred in the acquisition of oil and gas properties.
The Company's oil and gas properties consist primarily of overriding royalty
interests which do not bear any costs of development or exploration. The
Company has not participated in the exploration and development of proved
oil and gas properties during any period presented in these financial
statements. Capitalized costs are subject to a "ceiling test," which
basically limits such costs to the aggregate of the "estimated present
value," discounted at a 10% interest rate of future net revenues from proved
reserves, based on current economic and operating conditions, plus the lower
of cost or fair market value of unproved properties. Costs in excess of the
ceiling test are adjusted against income. Sales or abandonments of
properties are accounted for as adjustments of overall capitalized costs
with no gain or loss recognized.
Costs are recorded in cost centers on a country-by-country basis.
Amortization of the limited amount of working interests owned is computed on
a composite unit-of-production method based on estimated proved reserves
attributable to the respective cost center. Amortization of
royalty/overriding interests is calculated at an average rate of $3.98 per
equivalent barrel during 1999 and at 22% of gross revenue in prior years.
All costs associated with oil and gas properties are currently included in
the base for computation and amortization. Such costs include only
acquisition costs since there are no exploration and development costs.
Depreciation of property and equipment other than oil and gas properties is
computed on the straight-line method over the estimated useful lives of the
assets. Useful lives are 10 years for tanks and ramps, 7 years for
equipment, and 5 years for electronic equipment. Depreciation totaled
$366,112, $424,067 and $320,834 for 1999, 1998, and 1997, respectively.
Gains or losses on sales of property and equipment other than oil and gas
properties are recognized as part of operations. Expenditures for renewals
and improvements are capitalized, while expenditures for maintenance and
repairs are charged to operations as incurred.
INTANGIBLE ASSETS AND AMORTIZATION. Intangible assets consist of disposal
well leasehold, goodwill, and water rights. Goodwill and water rights are
being amortized on a 10-year straight line basis. Well leasehold is being
amortized on a 15-year straight line basis. The amortization expense for
these items is included with depreciation and depletion for presentation
purposes. The bulk of these assets was sold effective November 1, 1999 as
discussed at Note 6.
INCOME TAXES. Deferred tax liabilities and assets result from temporary
differences between the financial statement and income tax bases of assets
and liabilities. The Company records and adjusts any deferred tax asset
valuation based on judgments as to future realization of the deferred tax
benefits supported by demonstrated trends in the Company's operating
results.
EARNINGS PER SHARE. Accounting rules provide for the calculation of "Basic"
and "Diluted" earnings per share. Basic earnings per common share excludes
dilutive securities and is computed by dividing net income/(loss) available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per common share reflects the
potential dilution of securities that could share in the earnings of the
entity on an as if converted basis. This is done by dividing net
income/(loss) available to common shareholders, as adjusted if necessary, by
the weighted average number of common shares outstanding plus potential
dilutive securities.
CASH AND CASH EQUIVALENTS. The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents for purposes of preparing its Statement of Cash Flows. The
Company had no cash equivalents at December 31, 1999 or 1998.
CASH BALANCES. The Company maintains multiple bank accounts at several
banks through the various consolidated entities. Funds deposited at the
banks are insured by the Federal Deposit Insurance Corporation (FDIC) up to
$100,000 for each unique combination of entity and bank. Cash balances
exceeded federally insured limits occasionally throughout the year.
FAIR VALUE OF FINANCIAL INSTRUMENTS. Unless otherwise specified, the
Company believes the book value of the financial instruments approximates
their fair value due to their short maturities.
CONCENTRATIONS OF CREDIT RISK. The Company provides its services and
rentals to the oil and gas industry and does not require collateral on
receivable balances which result primarily from oil field support services.
Exposure to credit risk is affected by conditions within the oil and gas
industry. Reductions in oil and gas prices could significantly reduce the
level of activity for both salt water disposal and drilling support service
revenues. The Company's salt water disposal services are primarily located
in the Laredo/Zapata, Texas area, which is a significant gas producing area.
Other services and rentals are based out of the Altair property west of
Houston, Texas. The Company provides a large portion of its services to one
major customer as discussed at Note 13. Until 1999, the Company had never
experienced significant credit losses. See Notes 2 and 3.
ENVIRONMENTAL ISSUES. The Company's salt water disposal business is in a
regulated environmental industry and is operated under permits from the
Texas Railroad Commission and the Texas Natural Resource Conservation
Commission. Failure to comply with regulations could result in interruption
or termination of the operations. There are minor cleanup requirements in
the normal course of operations which are expensed as incurred.
Additionally, upon cessation of use, the disposal wells will require
plugging and site cleanup. Costs of voluntary termination and remediation
have been estimated to not be material and are expected to be recorded as
incurred. There were no cleanup costs accruals necessary at December 31,
1999. In addition, with the sale of the bulk of the facilities effective
November 1, 1999 (See Note 6), the potential for future plugging and cleanup
costs have been reduced.
LONG-TERM ASSETS. The Company applies SFAS No. 121, "Accounting for
Impairment of Long-Lived Assets." Under SFAS 121, long-lived assets and
certain intangibles are reported at the lower of cost or estimated
recoverable amounts.
REVENUE RECOGNITION. The Company records sales and related profits for its
operations as services and rentals are provided to customers. Oil and gas
revenue is recorded in the period of production.
COMPREHENSIVE INCOME. Comprehensive income is defined to include all
changes in equity except those resulting from investments by owners and
distributions to owners. The Company has reported other comprehensive
income/(loss) from unrealized gains/(losses) on marketable securities as
follows:
Year ended December 31,
1999 1998 1997
--------- ---------- ---------
Net income/(loss) $(556,215) $ 266,482 $ 438,784
Change in comprehensive
income/(loss) 127,936 (40,823) 16,781
--------- ---------- ---------
Comprehensive income/(loss) $(428,279) $ 225,659 $ 455,565
========= ========== =========
RECENT ACCOUNTING PRONOUNCEMENTS. In June 1998, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standard No.
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS
133). This statement standardized the accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, requiring that an entity recognize those items as assets or
liabilities in the statement of financial position and measure them at fair
value. The statement generally provides for matching the timing of gain or
loss recognition on the hedging instrument with the recognition of (a) the
changes in fair value of the hedged assets or liabilities that are
attributable to the hedged risk or, (b) the earnings effect of the hedged
transaction. The statement is effective for all fiscal quarters of all
fiscal years beginning after June 15, 1999, with earlier application
encouraged, and will be applied retroactively to financial statements of
prior periods. Adoption of SFAS 133 is expected to have no effect on the
Company's financial statements.
USE OF ESTIMATES. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
RECLASSIFICATIONS. Certain items included in prior years financial
statements have been reclassified to conform to current year presentation.
NOTE 2: PRIOR PERIOD ADJUSTMENT
On April 19, 1999, the Company's largest customer, TransTexas Gas
Corporation filed for protection under Chapter 11 of the Federal Bankruptcy
Act and the court approved the bankruptcy plan in March 2000. Under the
terms of the plan, the Company and other unsecured creditors will recover
approximately 20% of their claims in cash plus certain equity securities in
TransTexas, which currently have no determinable market value. At December
31, 1998 and as of the date of the bankruptcy filing, the Company had
outstanding unsecured receivables from TransTexas of approximately
$1,030,000 which were subject to compromise plus other receivables of
$95,000 for which no recovery is expected. Accordingly, the Company expects
to suffer a loss of $921,228 related to these receivables.
As of December 31, 1998, the Company had not established any allowance for
doubtful accounts despite the fact that TransTexas' interim financial
statements, which were available to the Company, indicated that TransTexas
was suffering significant operating losses and negative cash flows from
operations and was insolvent. TransTexas had also disclosed that it was
forced to sell operating assets to meet the demands of its secured and
unsecured creditors. This information indicated that an allowance for a
significant portion of the TransTexas receivables was necessary to properly
value these receivables at December 31, 1998. The lack of any allowance
under these circumstances required a restatement of the Company's financial
statements to recognize the loss in 1998.
Accordingly, stockholders' equity as of December 31, 1998, as previously
reported, has been decreased by $580,374 to give effect to a prior period
adjustment (receivable adjustment of $921,228 less income tax benefit of
$340,854) reflecting the write-down of the receivable. The 1998 financial
statements presented herein for comparative purposes do not reflect the
prior period adjustment.
NOTE 3: ACCOUNTS AND NOTES RECEIVABLE
Accounts Receivable -- At December 31, 1999 and 1998, the Company has
receivables from extension of credit to customers for various services,
sales, and salt water disposal and accrued receivables for oil and gas
production as presented below. Collection of the accrued Australian
production generally occurs during the quarter following the quarter of
production. Collection of accrued domestic production generally occurs
during the month following production. Collection of other receivables is
discussed below. The cost basis of the following receivables is believed to
approximate their fair values.
1999 1998
---------- ----------
Oil field services $1,254,659 $1,233,845
Domestic oil and gas production - 4,369
Australian oil production 41,320 34,899
Oil reclamation, sand and gravel sales 70,785 33,929
---------- ----------
Total trade receivables 1,366,764 1,307,042
Less allowance for bad debts
Prior period (921,228) -
Current period (64,608) -
---------- ----------
Net trade receivables $ 380,928 $1,307,042
========== ==========
The salt water disposal and oil field services businesses include one
customer that accounted for more than 10% of total revenues during 1999.
This customer was TransTexas Gas Corporation. See Note 13 for further
discussion. In addition, TransTexas' receivable balances were approximately
34% and 78% of the Company's total accounts receivable balances at December
31, 1999 and 1998. The allowance for bad debts is primarily established
against TransTexas receivables as discussed at Note 2.
All of the reclaimed oil and sand and gravel receivables are from Superior
Crude Gathering Corporation and Mike Arnold Trucking, Inc., respectively.
Allowance for uncollectible accounts -- In April 1999, TransTexas filed for
bankruptcy protection in order to reorganize its debt and equity positions.
At March 31, 1999, TransTexas owed the Company $1,114,427. In March 2000,
final approval of the reorganization plan was achieved. The Company is to
collect 20% of its receivable in cash and the remainder in the form of a new
class of TransTexas preferred stock. As discussed at Note 2, the Company
has recorded an adjustment to its balances at December 31, 1998 of 80% of
the outstanding receivable from TransTexas on that date. In addition,
$64,608 has been recorded as an allowance for receivables incurred during
the first quarter of 1999. The allowances have been established without
regard to any value for the preferred shares to be received because no value
has been established for those shares and any value attributed would be
arbitrary at this time.
Notes and Other Receivables -- The Company has notes and other receivable as
described below.
1999 1998
--------- ---------
Current portion:
Land sales $ 8,636 $ 8,636
Southwest Tire Processors, Inc. - 6,910
Accrued interest on these notes 1,424 18,431
--------- ---------
Total current portion 10,060 33,977
--------- ---------
Long-term portion:
Land sales 99,997 102,902
Accrued interest 18,431 -
Southwest Tire Processors, Inc. 209,596 202,686
--------- ---------
Total long-term portion 328,024 305,588
--------- ---------
Total Notes Receivable $ 338,084 $ 339,565
========= =========
The sale of a 40-acre tract of the ranch land in 1995 and an 80-acre tract
in 1996 resulted in notes receivable secured by warranty deeds to the
tracts. The 1995 note bears interest at 10% per annum, is payable in
monthly installments of $500 including interest, and is due to pay off in
July 2009. The 1996 note bears interest at 8.6% per annum, requires
quarterly installments of approximately $2,000 including interest, and is
due to pay off in July 2017. These land note balances total $108,633 and
$110,113 at December 31, 1999 and 1998, respectively.
In October 1996, the Company converted an account receivable from Southwest
Tire Processors, Inc. (SWTP) for unpaid rent on the tire shredder to a
note. This note bears interest at 1% per month and calls for monthly
payments of $3,000 plus interest and is carried on the books at $209,596 at
both December 31, 1999 and 1998. It is secured by a lien against the tire
shredder and all of the auxiliary support equipment owned by SWTP. SWTP has
not made the payments required under this note during 1999 or 1997. The
Company has agreed to a reduction in the monthly payment and has,
essentially, removed the due date for the maturity of the note.
See Note 9 for a discussion of related party receivables.
NOTE 4: INVESTMENTS
The following table illustrates the current values, costs and unrealized
gains and losses for the securities held.
December 31, 1999 December 31, 1998
-------------------------- ---------------------------
Market Unrealized Market Unrealized
Cost Value Gain Cost Value Loss
-------- -------- ------- -------- ------- ---------
Marketable equity
securities available
for sale $182,211 $270,587 $88,376 $131,660 $47,694 $(83,966)
The following is information regarding trading activity in securities. Cost
is determined by actual cost on a first-in first-out basis.
Proceeds Gains
from Sales and (Losses)
---------- ----------
1999 $ - $ -
1998 164,152 62,436
NOTE 5: OIL AND GAS PROPERTIES
The following table presents costs of oil and gas properties at December 31,
1999 and 1998.
1999 1998
------------ ------------
Proven $ 2,017,602 $ 2,017,602
Unproven 448,877 418,487
------------ ------------
2,466,479 2,436,089
Accumulated depletion (860,813) (807,593)
------------ ------------
Net Oil and Gas Properties $ 1,605,666 $ 1,628,496
============ ============
Depletion charged against income on a per unit basis is presented below.
Costs of both working and royalty interests are amortized based on
equivalent barrels of oil produced during 1999 . During 1998 and prior,
costs of royalty interests were amortized using the percentage method of
depletion under which depletion was recorded at 22% of gross revenue.
1999 1998 1997
------ ------ ------
United States
Working interests ($/bbl.) $ 4.23 $13.63 $15.53
Royalty interests
($/bbl. and $/$ revenue) 3.50 .22 .22
Canadian ($/bbl. and $/$ revenue) 8.00 .22 .22
Australian royalties
($/bbl. and $/$ revenue) 4.00 .22 .22
The Company has historically acquired overriding royalty interests in
producing and non-producing Australian concessions as availability and
negotiations provide opportunity. As an overriding royalty owner, the
Company does not have standing to control development activities in these
areas. No estimate can be made as to when development may begin on the
Company's non-producing properties. Some concessions from prior years have
not been developed and are not producing revenues. Costs of non-producing
properties totaled $448,875 and $418,487 at December 31, 1999 and 1998.
NOTE 6: PROPERTY AND EQUIPMENT
The following table presents costs of property and equipment at December 31,
1999 and 1998.
1999 1998
----------- -----------
Equipment and vehicles $ 1,281,303 $ 2,990,976
Well leasehold and water rights - 200,000
Buildings 293,954 312,606
Office furniture and equipment 79,023 101,431
Land 1,023,251 1,063,251
Accumulated depreciation
and amortization (426,836) (1,325,475)
----------- -----------
Net Property and Equipment $ 2,250,695 $ 3,342,789
=========== ===========
Effective November 1, 1999, the Company sold all of its leased salt water
disposal facilities in the Zapata area to the brother of the President
(discussed at Note 9). The Company retained one facility which it owned,
however, without a manager, the facility is not currently in operations.
This sale resulted in the disposition of net assets of $759,255 in exchange
for a note receivable of $225,000, resulting in a net loss of $534,255. The
decision to sell came after the manager resigned and efforts to find a
replacement proved fruitless. Consideration was given to simply shutting
the facilities down. However, shutting down would require the incurrence of
an estimated $30,000 to $40,000 per facility in well plugging and site
cleanup costs.
NOTE 7: INCOME TAXES
The domestic and foreign source components of income/(loss) before taxes are
as follows:
1999 1998 1997
---------- --------- ---------
Domestic sources $ (996,918) $ 446,076 $ 639,697
Foreign sources 77,894 65,406 99,201
---------- --------- ---------
$ (919,024) $ 511,482 $ 738,898
========== ========= =========
The provisions for income tax expense/(benefit) are as follows:
1999 1998 1997
---------- --------- ---------
Current
Federal $ - $ 53,000 $ 31,270
State - 13,000 10,948
Australian 35,116 33,000 70,896
---------- --------- ---------
35,116 99,000 113,114
---------- --------- ---------
Deferred
Federal (356,874) 132,000 172,000
State (41,051) 14,000 15,000
---------- --------- ---------
(397,925) 146,000 187,000
---------- --------- ---------
$ (362,809) $ 245,000 $ 300,114
========== ========= =========
The tax effects of temporary differences that give rise to deferred tax
assets and (liabilities) are as follows:
1999 1998
--------- -----------
Fixed assets $ 30,600 $ (79,000)
Equity investments 141,300 130,000
Notes receivable (16,400) (17,000)
Unrealized gains on marketable securities (44,306) -
Allowance for uncollectible accounts 364,800 -
Benefit of operating loss carry forward 192,500 -
Tax credits 15,100 4,000
--------- -----------
Net Deferred Tax Asset $ 683,594 $ 38,000
========= ===========
Australian income taxes are based on 30% of distributable income from oil
production and 10% of interest earned. These taxes are withheld by the
Australian payer. For domestic tax purposes, the Company has the option of
deducting these foreign taxes or taking them as a credit, whichever provides
the Company with the most benefit.
The following table presents the significant differences between federal
income taxes based on book income before taxes and the Company's estimated
federal income tax expense.
1999 1998 1997
-------- ----------- ----------
Federal income taxes computed
at statutory rate $(340,029) $ 174,000 $ 251,226
Foreign taxes, net of federal benefit 23,200 22,000 46,791
State taxes, net of federal benefit (23,939) 8,000 7,226
Other (22,041) 41,000 (5,129)
--------- ----------- ----------
Taxes on income $(362,809) $ 245,000 $ 300,114
========= =========== ==========
NOTE 8: LEASES
The Company's salt water disposal facilities are located on oil and gas
leases in conjunction with surface leases for the unloading facilities.
These costs are included in costs of revenues in the statement of
operations. There were two noncancellable leases for salt water disposal
facilities. These had required payments of $12,000 in 1999. Each of these
leases had options for additional terms, which if exercised would expand the
amounts reportable as noncancellable commitments.
Lease cost for the Company's offices totaled $29,175, $11,461 and $11,343
for 1999, 1998 and 1997. These lease arrangements, essentially all with
related parties, did not require minimum lease payments or have fixed terms
through most of 1998. However, in October 1998, when the Company moved its
corporate office from Albuquerque to Sugar Land, Texas, the Company entered
into a lease agreement with its President for office space over a ten-year
term. The following table sets out the minimum requirements for the next
five years:
Year Ended Amount
---------- ---------
2000 $ 25,200
2001 25,200
2002 25,200
2003 25,200
2004 25,200
Thereafter 100,800
---------
Total minimum future rentals $ 226,800
=========
NOTE 9: TRANSACTIONS WITH RELATED PARTIES
The Company has a loan outstanding to its President of $65,000. Management
believes this loan is valid and collectible.
During 1998, the Company advanced $67,750 in two transactions to its
President for less than 90 days each. These amounts were repaid during the
year. When the Company relocated its corporate office to Sugar Land, Texas,
it entered into a ten-year lease agreement with the Company's President for
office space. As part of this agreement, the Company advanced $127,428 to
the President for acquisition costs. Of this amount, $30,000 was repaid in
1999 and the balance is being amortized over a ten-year lease period.
As discussed at Note 6, Horace Owens, the brother of the Company's
president, purchased five of the Company's seven salt water disposal
facilities (all in the Zapata area) for a $225,000 note. Subsidiaries
Transcon Energy Corporation and OCR Investments, Inc. were included in the
transaction along with the disposal facilities. No other bids were received
prior to the sale to Mr. Owens. The note is non interest bearing and calls
for 22 monthly payments of $10,000 and a final payment of $5,000. The terms
of the agreement also call for the payment of two cents per barrel per
month until $500,000 is paid. No value has been recorded for this
contingent receivable.
In addition, as a result of the sale of the Zapata area operations, the
Company transferred its half of a house in Zapata used as the area's office
to the president of the Company (who owned of the other half) who is to
reimburse the Company for its depreciated cost in the property.
In May 1999, the Company entered into a transaction to acquire one-half
interest in another property in Colorado County Texas in conjunction with
its president. The transaction called for the Company to pay $100,000 down
and incur a note payable of $300,000 for its half interest. The Company's
president loaned the Company $65,000 of the initial down payment. In
November 1999, due to the Company's decreased operations and upcoming debt
payment on this property, it was decided that the Company would back out of
its interest in this property and the Company's president would assume the
asset and liability. The Company was reimbursed the final piece of its cash
outflow in January 2000.
NOTE 10: STOCK TRANSACTIONS
In August 1996, the Company made an offer to exchange preferred shares for
common shares on a one for ten basis. The preferred shares offered consisted
of Class A and Class B. Common shares totaling 2,001,710 were exchanged for
11,586 Class A preferred shares and 188,585 Class B preferred shares. (These
share amounts have not been adjusted for the effect of the 1 for 3.5 reverse
split in 1997.)
Both classes of preferred stock retain the same number of voting rights as
the number of common shares given up (10 votes per preferred share). The
Class A preferred shares are entitled to a $.30 per share cash dividend to
be paid on an annual basis. They are also convertible back into common
shares after the earlier of 38 months or the Company's gross revenues being
in excess of $5 million. The Class B preferred shares were entitled to a
$.20 per share cash dividend to be paid on an annual basis. In addition, a
30% common stock dividend (i.e., 3 common shares per 10 shares of Class B
preferred) was to be paid in the first year after issuance and 40% in the
second year. Class B preferred shares were not convertible back to common
shares. Dividends on both classes of preferred stock are non-cumulative.
During 1998, the Board of Directors voted to eliminate the dividends on the
Class B preferred stock and to allow conversion of those shares back into
common on an annually limited basis. Under these new provisions, 962 Class
B preferred shares were exchanged for 9,620 common shares during 1998.
During 1999, 12,501 Class B preferred shares were exchanged for 125,010
common shares. After the non-conversion period expired in 1999, 2,317 Class
A preferred shares were converted into 23,170 common shares.
During June 1996, the Company adopted a Dividend Reinvestment and Stock
Purchase Plan. Under this plan existing stockholders are given the
opportunity to use dividends or cash payments to purchase the Company's
stock through the transfer agent. The minimum investment is $25 per month
and the maximum investment is $5,000 per month. The Company filed a
registration statement for 1,000,000 shares and has the option of issuing
new shares or acquiring shares in the open market to fill purchases under
the plan. During 1999 and 1998, the Company issued 14,795 and 9,509 shares
for total proceeds of $61,031 and $95,385. At December 31, 1999 and 1998,
235,510 and 250,305 common shares were reserved for potential issuance under
this plan.
During 1998, the Company registered a warrants offering. This offering
offered shares to existing shareholders at a price determined based on the
registration date of the offering. This offering resulted in the issuance
of 4,856 common shares and proceeds to the Company of $57,363.
During 1999, the Company initiated an offer to buy back shares from
stockholders holding less than 20 shares. This offer resulted in the
Company's being able to retire 7,343 shares at a cost of $29,371 and to
reduce its stockholder list by 1,789 names.
NOTE 11: EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per common share (EPS) for the years ended December 31, 1999, 1998, and
1996.
1999 1998 1997
--------- -------- --------
Numerator:
Net income/(loss) $(556,215) $266,482 $438,784
Less preferred stock
dividends (1,020) (1,012) (184,614)
--------- -------- --------
Numerator for basic EPS (557,235) 265,470 254,170
Effect of dilutive
preferred stock dividends 1,020 1,012 -
--------- -------- --------
Numerator for diluted EPS $(556,215) $266,482 $254,170
========= ======== ========
Denominator:
Basic weighted average
shares outstanding 627,366 591,392 552,896
Convertible preferred
shares (1) - 33,710 -
--------- -------- --------
Denominator for diluted EPS 627,366 625,102 552,896
========= ======== ========
Basic EPS $ (0.89) $ 0.45 $ 0.46
Diluted EPS (0.89) 0.43 0.46
(1) The equivalent common shares of convertible preferred stock of 33,311
were not included in the computation of the 1999 and 1997 denominators for
diluted earnings per share due to their being antidilutive.
NOTE 12: SHORT-TERM BORROWINGS
Short-term borrowings had the following outstanding balances at December 31,
1999 and 1998:
1999 1998
---------- ----------
Bank line of credit, interest payable monthly
at the Bank of New Mexico, Chase Manhattan prime
plus 2%, currently 10.5%, secured by accounts
receivable. Maturity is December 25, 1999.
Maximum amount $250,000 $ 241,200 $ 171,200
Bank line of credit, interest payable monthly
at the Bank of America, bank prime plus 2%,
currently 10.5%, secured by accounts
receivable. Maturity is December 1, 1999.
Maximum amount $25,000 25,000 -
---------- ----------
Totals $ 266,200 $ 171,200
========== ==========
NOTE 13: SEGMENT AND GEOGRAPHICAL DATA AND MAJOR CUSTOMERS
OPERATING SEGMENTS:
1999 1998 1997
---------- ---------- ----------
Revenues:
Oil field rentals and services $ 843,900 $2,139,843 $2,003,993
Oil reclamation and other sales 1,267,524 705,624 -
Oil and gas 225,738 258,725 448,359
Operating profit:
Oil field rentals and services $ (81,379) $ 332,446 $ 451,669
Oil reclamation and other sales (271,699) 31,331 -
Oil and gas (84,083) 28,419 187,324
Long-lived asset:
Oil field services $1,755,552 $3,058,178 $3,295,569
Oil reclamation and other sales 434,521 284,610 -
Oil and gas 2,466,477 1,628,497 1,685,554
Additions to property:
Oil field services $ 59,319 $ 252,343 $1,593,612
Oil reclamation and other sales 45,563 228,803 -
Oil and gas 30,389 3,859 50,542
Depreciation, depletion and amortization:
Oil field services $ 319,990 $ 378,513 $ 317,187
Oil reclamation and other sales 46,122 46,937 -
Oil and gas 53,220 60,917 105,711
INTERNATIONAL: The Company generates revenues in the United States,
Australia, and Canada. The following is a summary of information by area.
1999 1998 1997
---------- ---------- ----------
Revenues:
United States $2,159,966 $2,904,189 $2,085,852
Australia 172,645 195,150 366,500
Canada 4,551 4,853 -
---------- ---------- ----------
Totals $2,337,162 $3,104,192 $2,452,352
========== ========== ==========
Operating profit:
United States $ (515,055) $ 324,317 $ 539,792
Australia 77,843 65,407 99,201
Canada 51 2,472 -
---------- ---------- ----------
(437,161) 392,196 638,993
Other income/(expense) (481,863) 119,286 99,905
---------- ---------- ----------
Income/(loss) before income taxes $ (919,024) $ 511,482 $ 738,898
========== ========== ==========
Identifiable assets:
United States $5,144,232 $6,036,982 $5,603,047
Australia 1,216,428 1,248,759 1,168,805
Canada 21,106 23,933 25,000
---------- ---------- ----------
$6,381,766 $7,309,674 $6,796,852
========== ========== ==========
MAJOR CUSTOMERS: As shown in Note 3, the Company extends credit to its
customers and operates with significant accounts receivable balances.
Approximately 34% of the Company's trade receivables are due from TransTexas
Gas Corporation at year end. This amount is net of the establishment of an
allowance for uncollectible accounts as discussed at Note 2. TransTexas
represents approximately 56% of oil field service revenues during 1999. The
Company currently sells all of its reclaimed oil to a single entity,
Superior Crude Gathering. Sales to this entity amount to 44% of total
revenues and 15% of accounts receivable at year end. Mike Arnold Trucking,
Inc. is the purchaser of essentially all of the Company's sand and gravel
sales. These sales totaled 10% of total revenues during 1999 and Mike
Arnold represented 4% of year end accounts receivable. It follows that the
Company's results of operations are significantly reliant on these
customers' continued ability to operate. Mitigating factors for the sales
of reclaimed oil, sand and gravel sales are that other entities similar to
Superior and Mike Arnold are available to purchase these products should
these entities choose to discontinue their purchases.
NOTE 14: OIL AND GAS INFORMATION (UNAUDITED)
Reserves of oil and gas - Royalty and Working Interests
The Company's domestic working interest properties are not material to the
Company's assets nor to its revenues. Domestic working interests generated
approximately 1% of the Company's total oil and gas revenues and represent
only $23,708 of the Company's capitalized oil and gas properties. Since
these properties and their revenues are not material, Management has
concluded that the Company would incur unreasonable cost and effort in order
to obtain reserve analysis as is required by accounting disclosure rules for
material oil and gas working interests. As a result of this conclusion,
some of the information normally presented for oil and gas working interests
by oil and gas producing entities has been omitted. No reserve information
is presented for Australian working interests because the Company's
Australian working interests are non-producing. The Company is not the
operator on any of the oil and gas properties under which it owns interests.
The quantities of proved reserves of oil and gas relating to royalty and
working interests are not presented because the necessary information is not
reasonably available to the Company or the Company's interests are not large
enough to economically obtain this information. The Company's share of oil
and gas produced from these interests is presented in the following
schedule:
Working Interests Royalties and ORRIs
------------------ -------------------------------------
United States United States Australia Canada
Oil Gas Oil Gas Oil Oil
(bbls.) (mcf) (bbls.) (mcf) (bbls.) (bbls.)
--------- -------- -------- ------ ---------- ---------
For the year ended:
December 31, 1999 109 - 2,046 7,733 9,565 353
December 31, 1998 217 804 2,776 10,495 13,599 391
December 31, 1997 566 2,158 2,571 12,616 17,485 -
Results of Operations for Producing Activities for the Year Ended December
31
1999 1998 1997
----------------------- ----------------------- ----------------
United United United
States Australia Canada States Australia Canada States Australia
------- ------- ------ ------- -------- ------ ------- --------
Sales of
oil & gas $48,542 $172,645 $4,551 $58,722 $195,150 $4,853 $81,859 $366,500
Production costs
(including
taxes) 2,894 56,542 1,673 6,669 86,811 1,313 13,185 94,692
Depletion 12,133 38,261 2,826 16,916 42,933 1,068 25,108 80,630
------- -------- ------ ------- -------- ------ ------- --------
Total costs 15,027 94,803 4,499 23,585 129,744 2,381 38,293 175,322
------- -------- ------ ------- -------- ------ ------- --------
Results of
operations from
producing activities
(excluding corporate
overhead) $33,515 $ 77,842 $ 52 $35,137 $ 65,406 $2,472 $43,566 $191,178
======= ======== ====== ======= ======== ====== ======= ========
Capitalized Costs Relating to Oil and Gas Producing Activities
December 31, 1999
---------------------------------------------
United
Canada States Australia Total
--------- --------- ---------- ----------
Unproved properties
(not being amortized) $ - $ 60,671 $ 388,206 $ 448,877
Proved properties
(being amortized) 25,000 778,110 1,214,492 2,017,602
--------- --------- ---------- ----------
Total Capitalized Costs 25,000 838,781 1,602,698 2,466,479
Accumulated Depletion (3,894) (374,936) (481,983) (860,813)
--------- --------- ---------- ----------
Net Capitalized Costs $ 21,106 $ 463,845 $1,120,715 $1,605,666
========= ========= ========== ==========
December 31, 1998
---------------------------------------------
United
Canada States Australia Total
--------- --------- ---------- ----------
Unproved properties
(not being amortized) $ - $ 55,283 $ 363,204 $ 418,487
Proved properties
(being amortized) 25,000 778,110 1,214,492 2,017,602
--------- --------- ---------- ----------
Total Capitalized Costs 25,000 833,393 1,577,696 2,436,089
Accumulated Depletion (1,068) (362,803) (443,722) (807,593)
--------- --------- ---------- ----------
Net Capitalized Costs $ 23,932 $ 470,590 $1,133,974 $1,628,496
========= ========= ========== ==========
December 31, 1997
---------------------------------------------
United
Canada States Australia Total
--------- --------- ---------- ----------
Unproved properties
(not being amortized) $ - $ 51,424 $ 363,204 $ 414,628
Proved properties
(being amortized) 25,000 778,110 1,214,492 2,017,602
--------- --------- ---------- ----------
Total Capitalized Costs 25,000 829,534 1,577,696 2,432,230
Accumulated Depletion - (345,887) (400,789) (746,676)
--------- --------- ---------- ----------
Net Capitalized Costs $ 25,000 $ 483,647 $1,176,907 $1,685,554
========= ========= ========== ==========
Costs Incurred in Oil and Gas Property Acquisition, Exploration and
Development
1999 1998 1997
------------------ ------------------ ------------------
United United United
States Australia States Australia States Australia
-------- --------- -------- --------- -------- ---------
Property acquisition
costs
Proved $ - $ - $ - $ - $ - $ -
Unproved 5,388 25,000 3,859 - 5,985 44,557
Sales of properties - - - - (18,000) -
Exploration costs - - - - - -
Development costs - - - - - -
-------- --------- -------- --------- -------- --------
$ 5,388 $ 25,000 $ 3,859 $ - $(12,015) $ 44,557
======== ========= ======== ========= ======== ========
In addition to the 1997 acquisition costs presented above, the Company spent
$25,000 purchasing royalty interests in two proved properties in Canada.
Property acquisition costs are negative in 1997 due to the sale of one
lease. The sales price is reported as a reduction in the cost pool in
accordance with full cost accounting rules described at Note 1 to the
financial statements.
NOTE 15: SUBSEQUENT EVENTS
During November, the Company entered into a letter of intent to acquire
Whitemark Homes, Inc. of Orlando, Florida in a stock for stock transaction.
Agreements to consummate this transaction have not been completed. However,
negotiations to accomplish finalize the terms of the agreements are in
progress. Financial information regarding Whitemark Homes will be provided at
such time as agreements have been finalized. Whitemark Homes had total assets
at December 31, 1999 of approximately $10,000,000, revenues for 1999 of
approximately $15,000,000, and net income of approximately $800,000.
During the first quarter of 2000, the Company was selling large portions of
its shares in Black Giant Oil Company. These sales have generated cash flow
of approximately $1,100,000 to the Company with resulting taxable capital
gains of approximate the same amount. The tax benefits from net operating
losses carried forward and the actual loss on the write off of the receivable
from TransTexas (determined by the final terms of its bankruptcy
reorganization plan in March 2000) should offset some of the tax impact of the
gains from selling this investment.
