U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
Annual report pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934
For the fiscal year ended November 30, 1999
Commission file number 0-3492
RESERVE INDUSTRIES CORPORATION
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(Name of Small Business Issuer in its charter)
NEW MEXICO 85-0128783
- ---------------------------- ----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
20 First Plaza, Suite 308, Albuquerque, New Mexico 87102
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(Address of principal executive offices) (Zip Code)
505-247-2384
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Issuer's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: none
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $1.00 Par Value
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Title of each class
Check whether the issuer: (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 and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10KSB. X
State the issuer's revenues from continuing operations for its
most recent fiscal year. $446,087
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. As of
February 15, 2000 $171,462.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. As
of February 15, 2000, 2,803,763 $1.00 Par Value
<PAGE>
PART I
Item 1. Description of Business
(a) Business Development. Reserve Industries Corporation, a New Mexico
Corporation incorporated in 1957, (the "Registrant") is engaged in the mining
and sale of silica sand. The Registrant conducts these operations in the USA.
In addition, the Registrant holds several properties with mineral potential
and has equity interests in operations that supply services and products to
the steel industry and in operations in the Far East that process waste slag
from the smelting of copper into various abrasive products used by the ship
repair industry.
The Registrant mines and processes silica sand, through its wholly owned
subsidiary Reserve Silica Corporation (Reserve Silica), located in
Ravensdale, Washington, southeast of Seattle. The mine run sand is extracted
from open pit mines and is transported to an adjacent sand processing plant
both of which are located on Reserve Silica's land. The wet plant crushes,
washes and separates the clay from the mine run sand and classifies the sand
into several products. The wet sand products are marketed to the cement
industry and to golf courses for sand traps. The facility also incorporates
a drying plant, ich further processes the wet sand into a dried silica sand
for the glass container industry. In 1998 the glass customer changed its
product mix and this resulted in a decrease in sales because of the iron
content of the sand. During the past year, Reserve Silica made improvements
to both is wet plant and drying plant and is now producing a dry sand with a
much lower iron content. The cost of the improvements was approximately
$550,000. Reserve Silica began delivering the sand in late 1999 and expects
to sell a greater amount of glass sand than in prior years.
The Registrant, through its wholly owned subsidiaries Reserve Rossborough
Corporation (Reserve Rossborough) and Reserve Rossborough Ventures
Corporation (Reserve Rossborough Ventures), owns a net 44% equity interest
in Rossborough Manufacturing Co. L.P. (Rossborough), of Avon Lake, Ohio.
A description of ownership is described in footnote 5 of the notes to the
consolidated financial statements. Rossborough provides products and services
to the primary steel industry. It is a major supplier of magnesium based
reagent compounds used to externally desulfurize hot iron metal and external
desulfurization is the primary business segment of the Partnership. External
desulfurization of hot iron metal is a process in which specially sized
reagents are pneumatically injected into hot iron metal prior to transforming
it into steel. The primary components used in the process are various
blends of magnesium granules, calcium carbide, lime and other minor compounds.
The process is used by the primary steel industry to improve the quality of
its steel by lowering the amount of sulfur contained in its finished
products. Rossborough has a magnesium grinding facility located near
Walkerton, Indiana that processes both magnesium ingots and secondary
magnesium granules into a size suitable for use in iron desulfurization.
The magnesium granules are blended at Walkerton with other materials to make
the finished desulfurization reagents. Rossborough is one of the three
primary suppliers of desulfurization services in North America. It has been
working to expand its international operations and is currently operating
internationally through joint ventures in Japan, Slovakia, Belgium and China.
In China, Rossborough has been involved as a subcontractor on several large
desulfurization projects and is supplying co-injection systems at the Benxi
steel mill and the Baotou steel mill. China is a large market producing as
much steel as the United States and needs to upgrade the quality of the steel
through the removal of excess sulfur. An affiliate of Rossborough also
purchased an operating magnesium smelter located near the city of Taiyuan in
the Shanxi province of China and a magnesium alloying facility in Taiyuan.
The smelter was shutdown due to litigation related to ownership of the smelter.
These problems were resolved to the satisfaction of Rossborough. The smelter
has remained shutdown and Rossborough's affiliate is currently evaluating the
direction of the project and plans to start up the alloying facility in early
2000. The smelter has the capability to produce between 3,000 and 5,000
metric tons of magnesium per year. As a result of these problems
Rossborough wrote down the remainder of its loan ($2.7 million)during the
fiscal year ended November 30, 1998.
<PAGE>
Rossborough's other business segments include the manufacture of special
refractory lances and slag skimmers used in desulfurizing operations; the
manufacture of custom desulfurizing reagent injection equipment; the
manufacture of molten metal samplers and thermocouples; the exclusive
distribution of Bimac Inc. ladle powders and slag conditioning
agents; and the distribution of selected other purchased
products. As part of Rossborough's quality assurance program
it is certified, by a certified ISO auditor, as a supplier that
complies with the standards set by the global standardization
organization under the program entitled ISO 9001 and 9002. This
certification indicates to customers a certain level of quality
and process control and is becoming a requirement of the primary
steel industry in their selection of suppliers.
The Registrant owns a 20% stock interest in JPL Industries Pte.
Ltd., (JPL) a Singapore company organized in 1990. The other
shareholders are a subsidiary of Jurong Shipyards Ltd., a
Singapore company and two Japanese companies, Nippon Mining &
Metals Company, Ltd. and Mitsui & Company, Ltd. JPL is in the
waste management business. JPL operates as a collection and
treatment center for wastes generated by other industries. It
identifies wastes which have the potential to be recycled,
develops processes to recycle the wastes and coverts the wastes
into value added products.
JPL is also in the business of selling processed and unprocessed
copper slags that are used for abrasive blasting purposes. It
has a recycling facility that processes used copper slag
abrasives generated by the Singapore ship repairing industry.
The plant mechanically and hydraulically separates contaminates
from used abrasives. The recycled abrasives are segregated into
a coarse size fraction and a fine slag size fraction. The
coarse size fraction is combined with new copper slag abrasives
to make blasting abrasives. The fine slag fraction is used as a
raw material in other products such as interlocking concrete
pavers and as a partial replacement for sand and aggregates in
ready-mix concrete.
During the fall of 1995, JPL authorized the issuance of S$12.5
million (Singapore dollars) of interest bearing redeemable
convertible unsecured loan stocks. All of these convertible
loan stocks were subscribed by the first quarter of 1996. The
loan was used to finance the second stage of the copper slag
processing and recycle facility and to expand the concrete paver
plant. If the all of the convertible loans are converted into
common stock, the Registrant's interest will be reduced to
approximately 7%.
<PAGE>
The Registrant has a number of mineral interests that it deals
with in the normal course of business and below is a
description of the properties currently held.
The Registrant, through its wholly-owned subsidiary Reserve
Minerals Corporation (Reserve Minerals), has retained economic
interests in three uranium joint ventures located in northern
Saskatchewan, Canada. The retained interests in the Waterbury
Lake Joint Venture and the Dawn Lake Joint Venture are net
profit interests of approximately 0.75% and 1.5%, respectively.
The Registrant owns a 1% royalty on its former 9.063% interest
on all minerals produced in the McArthur River Joint Venture.
Some or all of the retained net profits and royalty interests
may become earning assets in the future. The Registrant is not
involved in the operation of the properties and the reserve and
resource information contained in the following paragraphs is
from the public announcements by the companies or organizations
operating the properties.
The Waterbury Lake Joint Venture includes the Cigar Lake
deposit, which contains approximately 1.176 million tons of
uranium reserves at a grade of 13.60%. This equates to
approximately 353 million pounds of uranium concentrate, U3O8.
The deposit covers an area of approximately 40 acres. The Cigar
Lake Mining Corporation, formed by the Waterbury Lake Joint
Venture, has the responsibility of developing the Cigar Lake
property. A special underground remote mining and transport
method, which surpasses prevailing safety standards, has been
developed and successfully tested within the deposit. Subject
to regulatory approval, the venture has made an agreement in
principle to have the majority of the ore processed at the
existing Rabbit Lake mill with the remainder to be processed at
the McClean Lake mill currently under construction. The project
has been undergoing the permitting process for number of years
and in April 1998 the federal and provincial governments
approved the project with certain conditions. The project to
scheduled to begin production in 2002, subject to regulatory
approval.
The McArthur River Joint Venture uranium deposit was discovered
in 1988. As a result of underground exploration drilling, the
property now has uranium reserves of 668,000 tons at an average
grade of 17.33%, which equates to a reserve of 255.2 million
pounds of U3O8. In addition the property has uranium resources
of 859,000 tons at an average grade of 12.02%, which equates to
a reserve of 227.8 million pounds of U3O8. The operator of the
property is Cameco Corporation. The property received a
construction license in August 1997. Construction was completed
during 1999 and the mine began production in December 1999. The
ore is mined, crushed and processed into a slurry underground.
The ore is pumped to the surface and transported 80 kilometers
to the Key Lake processing mill. By 2002, Cameco plans to
increase annual production at the Key Lake mill to 18 million
pounds of U3O8.
<PAGE>
The Dawn Lake Joint Venture has a uranium deposit containing
755,900 tons of uranium mineralization at an average grade of
1.97%. This equates to approximately 29.8 million pounds of
uranium.
During 1999, the Registrant disposed of certain mineral rights
in New Mexico.
(b) Business of Issuer. The business of the issuer is as follows:
1. The Registrant primarily produces and sells silica sand to the
glass, cement and golf course industries. Further descriptions
of the businesses are contained in Item 1. (a) above.
2. In the majority of cases, the Registrant distributes its
products directly to its customers by truck or rail. Some of
the golf course bunker sand is sold to distributors.
3. The Registrant has not publicly announced any new products or
services. However, as described above it completed installation
of equipment at its sand plant to lower the iron content of its
dried sand.
4. For the silica sand operation numerous competitors exist,
however competition is limited to regions by the cost of
shipping. The Registrant competes on the basis of keeping
prices in line with the competition and maintaining the quality
and consistency of the products.
5. The Registrant acquires the raw materials for the silica sand
operation from a silica sand deposit owned by the Registrant and
the mine is operated to provide mine run sand as required by
operations.
6. The Registrant deals with relatively few customers. For the
silica sand business, approximately two-thirds of the sales are
made to two long term customers; Ball Foster Glass Container Co.
LLC and LaFarge Cement Company.
7. There are no patents or trademarks of material importance to the
Registrant's business. Mining claims, leases and crown grants
are believed held under valid contracts or other evidence of
title.
8. The Registrant does not currently require any new government
approval in order to conduct its business.
9. As with all small and large businesses, the existing and
probable governmental regulations are a significant burden, and
the cumulative effects are potentially detrimental to business
expansion.
10. The Registrant spent less than $100,000 during the past year
investigating methods to lower the iron content of its dried
silica sand. As a result of these efforts, the Registrant spent
over $500,000 on new equipment and installation. None of these
costs have been borne directly by the Registrant's customers.
<PAGE>
11. Federal, state and local laws and regulations relating to
protection of the environment affect the Registrant in many
areas of its operations. Most of the cost and effects of these
laws, in the opinion of management, are currently contained in
the Registrant's financial statements. During 1999, Reserve
Silica spent $12,892 to install a truck tire washing system.
12. The Registrant has 15 full time employees and 1 part time
employee.
Item 2. Description of Properties
(a) Information as to the location of the principal plants is
forth under Item l. above. The silica sand mine and processing
facility is situated on approximately 340 acres and is owned by
Reserve Silica. The mineral property interests are described in
the table below.
RESERVE INDUSTRIES CORPORATION
MINERAL INTERESTS
Gross
Location and Mineral Acres (1)
Saskatchewan Canada - Uranium
McArthur River Project 211,400 (2)
Waterbury Lake Project 234,300 (2)
Dawn Lake Project 386,800 (2)
(1) Approximate
(2) The company's interest in these projects is described in
Item 1.
(b) Investment Policies. In the normal course of business,
the Registrant currently does not deal in investments in real
estate or real estate mortgages.
(c) Description of Real Estate and Operating Data. The
Registrant does not deal in Real Estate investments and a
description of its operating properties is contained above. The
Registrant believes that its operating properties are adequately
insured.
Item 3. Legal Proceedings
<PAGE>
(a) Pending legal proceedings - none
In September 1998, the Registrant and the estate of L-Bar
Products, Inc., reached an agreement to settle all litigation
with Northwest Alloys, Inc. On March 12, 1999 the United States
Bankruptcy Court for the Eastern District of Washington Court
approved the settlement. On April 29, 1999 the litigation was
dismissed with prejudice by the United States District Court for
the Eastern District of Washington. Pursuant to the settlement
agreement Northwest Alloys has paid the funds due under the
agreement and has returned to the Registrant the 500,000 shares
of common stock issued by Registrant pursuant to the October 28,
1991 stock purchase agreement. The Trustee is proceeding to
carry out the terms of the agreement.
(b) Pending governmental legal proceedings - none
The Washington Department of Ecology (WDOE) named the
Registrant and the estate of L-Bar Products. Inc. as
potentially liable persons (PLP) for part of the cleanup related
to the Chewelah site. Under the terms of the Settlement
Agreement, Northwest Alloys has agreed to clean up the site in
accordance with a plan approved by the WDOE.
Item 4. Submission of Matters to a Vote of Security Holders
The was no submission to the shareholders during the fourth
quarter.
PART II
Item 5. Market For Common Equity and Related Shareholders
Matters.
(a) Market Information. The Registrant's common stock is
currently not publicly traded because the Registrant has elected
to forgo an audit in order to conserve capital for necessary
plant improvements and legal fees in connection with past
litigation. Now that the litigation has been settled the
Registrant plans to file audited financial statements later in
the year. Prior to August 1992, the Registrant was listed on
the NASDAQ National Over-the-Counter Market. Since the
Registrant's stock is not quoted, the Registrant cannot list
current prices for its stock.
On November 30, 1999, the Registrant issued 100,000 restricted
shares of the common stock of the Registrant to the firm of
Campbell and DiVincenzo. The stock was issued for certain legal
services rendered over the past several years. The market value
of the stock issued was estimated to be less than $12,500.
<PAGE>
(b) Holders. On February 15, 2000, the Registrant had
approximately 800 shareholders.
(c) Dividends. The Registrant has never paid a dividend. There
are currently no restrictions or covenants to limit the ability
to pay a dividend.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
As a result of a review of prior financial statements, the
results for 1998 were restated with the net effect being an
increase in the loss for 1998 of $98,343 or $0.03 per share (see
footnote 2 of the notes to the consolidated financial
statements).
Results of Operations. For the year ended November 30, 1999,
the Registrant had revenues from continuing operations of
$446,087 and a nonrecurring gain of $2,973,245 from the disposal
of discontinued operations represented by L-Bar Products, Inc.
(see Item 3 above), which resulted in net income of $27,351 or
$0.01 per share. For the year ended November 30, 1998, the
Registrant had revenues of $220,158, which resulted in net loss
of $(2,167,288) or $(0.68) per share.
The revenues in 1999 increased from 1998 as a result of a
decrease in equity losses from $(1,086,410) to $(943,979) and
an increase in sales from $1,133,280 to $1,190,808. The sales
at the Registrant's silica sand operation remained low due to
the reduction in purchases by its glass customer. The
Registrant has completed a plant improvement program, to lower
the sand's iron content. Sales began late in the year as the
low iron sand began to be phased-in. Once the phase-in program
is completed in March 2000, sales to the glass customer should,
at a minimum, increase to the 1997 level (on a pro rata basis).
The plant improvement program was completed in September 1999.
The Registrant's equity income remained in a loss position as
its affiliated partnership was not able to replace the sales
lost last year and there were some additional write-downs of
part of its magnesium inventory.
The costs and expenses were $3,391,981 in 1999 and $2,387,446
in 1998. Included in the costs for 1999 are nonrecurring costs
of $101,000 related to settlement of a potential L-Bar Products
obligation and $817,110 related to the loss on the sale of a
mineral property. Included in the 1998 costs is a nonrecurring
cost of $75,545 as a result of the abandonment of the Philippine
operations. The cost of sales increased by $275,829 from 1998
to 1999 due to the increased sales described above. The G&A and
interest costs decreased slightly from 1998 to 1999.
<PAGE>
Liquidity and Capital Resources. The Registrant's net cash
used by operating activities was $337,539 and $176,496 in 1999
and 1998, respectively. The net cash used by investing
activities was $186,740 and $191,875 1999 and 1998,
respectively. Most of the cash used by investing activities in
1999 and 1998 was for capital improvements to the sand project.
The Registrant increased (decreased) its debt by $500,748 and
$(244,315) in 1999 and 1998, respectively. The Registrant cash
and cash equivalents decreased by $23,531 and $612,686 in 1999
and 1998, respectively.
The Registrant had working capital deficits of approximately
$4.35 million and $3.7 million in 1999 and 1998, respectively.
The working capital deficit increased as a result of the
operating losses. As part of the Registrant's program to
conserve cash in order to operate the company, part of the
salaries due to the officers of the Registrant, all of the
deferred compensation due to the deceased chairman's spouse and
the part of the interest due on certain loans were accrued but
not paid in 1999 and 1998. As of November 30, 1998, these
accruals (salaries, deferred compensation and deferred interest)
exceeded $2.7 million.
In 1999, the Registrant plans to continue to accrue part of the
obligations described in the paragraph and expects to continue
to generate sufficient cash flow to operate.
Year 2000 (Y2K). The Registrant did not experience any
problems related to Y2K either internally of with its customers
or suppliers. The Registrant completed the installation of a
new packaged accounting system.
The Company's significant subsidiary also uses a packaged
accounting software system, which is Y2K compliant, and it did
not experience any problems related to Y2K either internally of
with its customers or suppliers.
Forward-Looking Statements. The Company may from time to time
make written or oral "forward-looking statements", within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements contained in this Form 10KSB and in other
documents filed by the Company with the Securities and Exchange
Commission and in its reports to stockholders, as well as
elsewhere. "Forward-looking statements" are statements such as
those contained in projections, plans, objectives, estimates,
statements of future economic performance, and assumptions
related to any of the forgoing, and may be identified by the use
of forward-looking terminology, such as "may", "expect",
"anticipate", "estimate", "goal", "continued", or other
comparable terminology. By their very nature, forward-looking
statements are subject to known and unknown risks and
uncertainties relating to the Company's future performance that
may cause the actual results, performance or achievements of the
Company, or industry results, to differ materially from those
expressed or implied in such "forward-looking statements". Any
such statement is qualified by reference to the following
cautionary statements.
<PAGE>
The Company's business operates in highly competitive markets
and is subject to changes in general economic conditions,
competition, customer and market preferences, government
regulation, the impact of tax regulation, foreign exchange rate
fluctuations, the degree of market acceptance of the products,
the uncertainties of potential litigation, as well as other
risks and uncertainties detailed elsewhere herein and from time
to time in the Company's Securities and Exchange Commission
filings. This Form 10KSB contains forward looking statements,
particularly in the following sections: Item 1. Business
descriptions, Item 3. Litigation, Item 6 Management's Discussion
and Analysis of Financial Condition and Results of Operations
and in some of the footnotes to the financial statements.
Actual results could differ materially from those projected in
the forward looking statements as a result of known and unknown
risks, uncertainties, and other factors, including but not
limited market acceptance of the Company's products and
services, changes in expected research and development
requirements, and the effects of changing economic conditions
and business conditions generally. The Company does not
undertake and assumes no obligation to update any
forward-looking statement that may be made from time to time by
or on behalf of the Company.
Item 7. Financial Statements.
The following Consolidated Financial Statements of the
Registrant and its subsidiaries are filed as a part of the
report and are attached:
Consolidated Balance Sheets as of November 30, 1999 and 1998
Consolidated Statements of Operations for the Years Ended
November 30, 1999 and 1998
Consolidated Statements of Stockholders' Investment for the
Years Ended November 30, 1999 and 1998
Consolidated Statements of Cash Flows for the Years Ended
November 30, 1999 and 1998
Notes to Consolidated Financial Statements
Because the financial statements are not audited there is no
report of independent accountants.
All other schedules are omitted, as the required information is
not required, or the information is presented in the financial
statements or related notes.
<PAGE>
Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
Because of the Registrant's program to conserve cash, it was
not able to retain an independent accountant to audit the
financial statements for the fiscal years of 1991 through 1999.
While the Registrant has not used an independent accountant for
the fiscal years listed above, the Registrant is not aware of
any disagreements with accountants as contemplated by item 304
of SEC Regulation S-B.
PART III
Item 9. Directors, Executives Officers, Promoters and Control
Persons; Compliance With Section 16(c) of the Exchange Act.
(a) Identify Directors and Executive Officers.
The following paragraphs list the names, ages and business
experience of the directors, each of whom is an executive
officer of the Registrant.
James J. Melfi, Jr., age 71, is Chairman of the Board of the
Registrant. Mr. Melfi was elected Chairman of the Board in
April 1985, and he was President from December 1975 to December
1985. He has been a director of the Registrant since 1970.
Frank C. Melfi, age 63, is President of the Registrant, a
position he has held since December 1985. From 1976 through
December 1985, he was Executive Vice President of the
Registrant. He has been a director of the Registrant since
April 1985.
William J. Melfi, age 57, is Vice President of Finance and
Administration of the Registrant, a position he has held since
December 1985. He is also Treasurer of the Registrant, a
position he assumed in July 1995. For more than five years
prior to 1985, he was manager of operations. He has been a
director of the Registrant since January 1993.
All of these directors have been with the Registrant for
several years and are knowledgeable about the Registrant's
operations, problems and opportunities.
The executive officers of the Registrant are elected annually
and serve until such time as their respective successors are
elected and qualified.
<PAGE>
(b) Identification of certain significant employees. Not
applicable.
(c) Family Relationships. James J. Melfi, Jr., Frank C. Melfi
and William J. Melfi are brothers.
(d) Involvement in certain legal proceedings. See Legal
Proceedings.
(1) Frank C. Melfi and William J. Melfi were executive
officers of L-Bar Products, a wholly owned subsidiary, which in
currently in Chapter 7 bankruptcy liquidation as described in
Legal Proceedings.
(2), (3), and (4). Not applicable.
Based solely on a review of applicable forms provided to the
Registrant, the Registrant believes that the officers, directors
and beneficial owners of the Registrant were all in timely
compliance with Section 16(a) of the Exchange Act.
Item 10. Executive Compensation
(a) General. The following text and tables provide information
on the compensation of the Chief Executive Officer and those
officers whose salary and bonus compensation equaled or exceeded
$100,000 for the fiscal years ended November 30, 1999, 1998, and
1997.
(b) Summary Compensation Table.
Summary Compensation Table
Annual Compensation
Name and Principal Position Year Salary Bonus Other Annual Compensation
$ $ $
Frank C. Melfi CEO 1999 135,000 27,000 1,927
1998 135,000 27,000 1,340
1997 135,000 27,000 752
James J. Melfi, Jr. Chairman 1999 135,000 27,000 3,501
1998 135,000 27,000 1,000
1997 135,000 27,000 517
William J. Melfi 1999 135,000 27,000 2,914
Vice President 1998 100,000 20,000 2,630
1997 100,000 20,000 2,385
<PAGE>
The amounts of salary and bonus stated for Mr. Frank C. Melfi,
Mr. James J. Melfi, Jr. and Mr. William J. Melfi represent the
amounts due to them and accrued by the Registrant during the
year. As part of the Registrant's program to conserve cash, all
three individuals accrued part of their annual compensation.
Mr. Frank C. Melfi, Mr. James J. Melfi, Jr. and Mr. William J.
Melfi were paid $53,902, $53,501 and $52,914, respectively of
the annual compensation due them in 1999.
For the fiscal year ended November 30, 1999, the Registrant
established the Reserve Industries Corporation Profit Sharing
Plan for the benefit of all of its eligible employees. As
employees Mr. Frank C. Melfi, Mr. James J. Melfi, Jr. and Mr.
William J. Melfi are also participants in the Plan. To date no
contributions have been made to the Plan.
(c) Option/SAR Grants Table. This table is omitted because
there was no activity in the 1999 fiscal year.
(d) Aggregated Option/SAR Exercises and Fiscal Year-End
Option/SAR Value Table. This table is omitted because there was
no activity in the 1999 fiscal year.
The Registrant has one active stock option plan, which is
described in footnote 7 of the notes to the consolidated financial statements.
(e) Long-term Incentive Plans. This table is omitted because
the Registrant currently does not have a long-term incentive plan.
(f) Compensation of Directors. The Registrant did not pay any
fees to directors, as such, as it does not have any directors
who are not employees of the Registrant.
(g) Employment Contracts and Termination of Employment, and
Change-in-Control Arrangements. N/A.
(h) Report on Repricing of Options/SARs. During 1999, none of
the outstanding Options were repriced.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
<PAGE>
(a) Security Ownership of Certain Beneficial Owners. The
following tabulation sets forth the number of shares of Common
Stock held by each person who owned of record, or is known by
the Registrant to own beneficially, five percent (5%) or more of
the Registrant's Common Stock. Included in the table for
certain individuals are the maximum number of shares of the
Registrant's Common Stock, which might be deemed to be
beneficially owned under the rules of the Securities and
Exchange Commission by those individuals. The number of shares
beneficially owned by those individuals includes shares subject
to option to purchase, and the computation of the percentage
owned assumes exercise of such options. The information is as
of February 15, 2000.
================================================================
Amount and Nature of Percent
Name and Address Beneficial Ownership of Class
================================================================
Melfi Corporation Direct
Suite 308, 20 First Plaza 198,500 7.1%
Albuquerque, New Mexico 87102
James J. Melfi, Jr. (1) Direct and Indirect
Suite 308, 20 First Plaza 279,549 9.9%
Albuquerque, New Mexico 87102
Frank C. Melfi (2) Direct and Indirect
Suite 308, 20 First Plaza 291,669 10.4%
Albuquerque, New Mexico 87102
William J. Melfi (3) Direct and Indirect
Suite 308 20 First Plaza 162,349 5.8%
Albuquerque, New Mexico 87102
To the best of the Registrant's knowledge, the principal
shareholders listed have sole voting and investment power with
respect to the shares of the Registrant's Common Stock owned by
such shareholders, except as noted below.
(1) Included in the number of shares opposite Mr. James J.
Melfi, Jr.'s name in the table above are 26,700 shares owned by
his wife, for which beneficial ownership is disclaimed. Mr.
Melfi has sole voting and investment power with respect to the
shares owned by him. James J. Melfi, Jr. and members of his
immediate family own 25 percent of the issued and outstanding
stock of Melfi Corporation, which owns 198,500 shares of Common
Stock of the Registrant, for which he may be deemed to share
voting and investment power. James J. Melfi, Jr. is also an
officer and director of Melfi Corporation.
<PAGE>
(2) Mr. Melfi has sole voting and investment power with respect
to the shares owned by him. Frank C. Melfi and members of his
immediate family own 25 percent of the issued and outstanding
stock of Melfi Corporation, which owns 198,500 shares of Common
Stock of the Registrant, for which he may be deemed to share
voting and investment power. Frank C. Melfi is also an officer
and director of Melfi Corporation.
(3) Included in the number of shares opposite Mr. William J.
Melfi's name in the table above are 7,790 shares owned by his
wife for which beneficial ownership is disclaimed. Mr. Melfi
has sole voting and investment power with respect to the shares
owned by him. William J. Melfi and members of his immediate
family own 25 percent of the issued and outstanding stock of
Melfi Corporation, which owns 198,500 shares of Common Stock of
the Registrant, for which he may be deemed to share voting and
investment power. William J. Melfi is also an officer and
director of Melfi Corporation.
(b) Security Ownership of Management. The ownership of Common
Stock by officers and directors is set forth in the table
below. Included in the table are the maximum number of shares
of the Registrant's Common Stock, which might be deemed to be
beneficially owned under the rules of the Securities and
Exchange Commission by each nominee and director and by the
officers and the directors of the Registrant as a group. The
number of shares beneficially owned by each individual and each
group includes shares subject to option to purchase and the
computation of the percentage owned assumes exercise of such
options. The text below the table sets forth certain
information as to the extent to which beneficial ownership
consists of the right to acquire the Registrant's Common Stock.
The information is as of February 15, 2000.
================================================================
Amount and Nature of Percent
Name and Address Beneficial Ownership of Class
================================================================
James J. Melfi, Jr. (1) Direct and Indirect
Suite 308, 20 first Plaza 279,549 9.9%
Albuquerque, New Mexico 87102
Frank C. Melfi (2) Direct and Indirect
Suite 308, 20 First Plaza 291,669 10.4%
Albuquerque, New Mexico 87102
William J. Melfi (3) Direct and Indirect
Suite 308 20 First Plaza 162,349 5.8%
Albuquerque, New Mexico 87102
Officers and Directors Direct and Indirect
as a group 733,567 25.8%
<PAGE>
(1) Reference is made to "Security Ownership of Certain
Beneficial Owners" herein for information regarding the shares
of Common Stock of the Registrant beneficially owned by James J.
Melfi, Jr.
(2) Reference is made to "Security Ownership of Certain
Beneficial Owners" herein for information regarding the shares
of Common Stock of the Registrant beneficially owned by Frank C.
Melfi.
(3) Reference is made to "Security Ownership of Certain
Beneficial Owners" herein for information regarding the shares
of Common Stock of the Registrant beneficially owned by William
J. Melfi.
(c) Changes in control. Not applicable.
Item 12. Certain Relationships and Related Transactions.
(a) Transactions with management and others. The Melfi
Family Trust, which is part of the estate of Mr. James J. Melfi,
Sr., loaned the Registrant $695,000 in 1991. These funds were
used by the Registrant to purchase 20% of the stock in JPL
Industries Pte. Ltd., a Singapore company organized in 1991.
The terms of the agreement between the Melfi Family Trust and
the Registrant call for a five year note at 10% interest, which
was prime plus 0.5% at the time of the loan, and a warrant to
purchase 60,000 shares of the common stock of the Registrant.
In addition, several times during 1991, Ruth Ann Melfi,
deceased, the wife of the Registrant's former Chairman James J.
Melfi, Sr., lent the Registrant working capital. In order to
conserve cash the Registrant has not fully repaid this loan.
The outstanding balance of the loan at November 30, 1999 was
$145,000, interest was paid through November 30, 1996. The
interest rate on this loan is 10% per annum. Both of these
loans are secured by the stock in JPL Industries, Reserve
Minerals Corporation, Reserve Rossborough Corporation, and
Reserve Rossborough Ventures Corporation. In 1997, Embro
Corporation, which is owned James J. Melfi, Jr., Frank C. Melfi
and William J. Melfi, lent Reserve Silica Corporation $65, 000.
The terms call for payments over a 36 month period at 11.5%
interest, and the loan is secured by the stock in Reserve Silica
Corporation. In addition from time to time James J. Melfi, Jr.,
Frank C. Melfi and William J. Melfi have lent the Registrant
working capital. At November 30, 1999 the amount owed pursuant
to these loans was $150,000.
<PAGE.
(b) Pursuant to certain promissory notes to the Registrant,
James J. Melfi, Jr., Frank C. Melfi and William J. Melfi have
borrowed $109,945, $216,440 and $145,600, respectively between
1991 and 1999. The notes are unsecured with an interest rate of
7% and are due January 31, 2002.
(c) Parents of Registrant. Not applicable
(d) Transactions with promoters. Not applicable.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits. See the attached Index to Exhibits.
(b) Reports on Form 8K. There were no reports on Form 8K
filed during the last quarter.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RESERVE INDUSTRIES CORPORATION
- ------------------------------
(Registrant)
By /s/ William J. Melfi
--------------------------
William J. Melfi,Vice President
Finance and Administration (Principal
Financial Officer)
Date February 15, 2000
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and
the capacities and on the dates indicated.
Date February 15, 2000 By /s/ James J. Melfi, Jr.
----------------------------
James J. Melfi, Jr. Director,
Chairman of the Board
Date February 15, 2000 By /s/ Frank C. Melfi
-----------------------------
Frank C. Melfi, Director and
President (Principal Executive
Officer)
Date February 15, 2000 By /s/ William J. Melfi
------------------------------
William J. Melfi, Director and
Vice President Finance and
Administration (Principal
Financial Officer)
<PAGE>
<TABLE>
<CAPTION>
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
NOVEMBER 30, 1999 AND 1998
<S> <C> <C>
ASSETS 1999 1998
----------- -----------
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 17,689 $ 41,220
Receivables, less allowance for
doubtful accountsof $46,332 in 1998. 182,652 160,568
Receivables from affiliates and
related parties (Note 12) 481,210 489,544
Inventories (Notes 1 and 3) 395,153 216,950
Prepaid expenses and deposits 17,745 26,976
----------- -----------
Total current assets 1,094,448 935,258
PROPERTY, PLANT AND EQUIPMENT,
at cost (Notes 1 and 4) 3,160,308 3,813,973
Less accumulated depreciation and depletion (1,336,409) (1,131,668)
----------- -----------
1,823,899 2,682,305
INVESTMENT IN UNCONSOLIDATED AFFILIATES (Note 5) 2,884,323 3,834,619
----------- -----------
Total assets (Note 11) $ 5,802,670 $ 7,452,182
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Short-term debt related party $ 175,000 $ 175,000
Current portion of long-term debt (Note 10) 993,940 954,340
Trade accounts payable 319,450 275,940
Deferred obligations to related parties (Note 12) 2,964,629 2,658,110
Other current liabilities (Note 9) 991,695 450,067
----------- -----------
Total current liabilities 5,444,713 4,513,457
LONG-TERM DEBT, less current portion (Note 10) 493,517 32,369
DISCONTINUED OPERATIONS - L-Bar Products (Note 6) - 973,246
STOCKHOLDERS' INVESTMENT:
Common stock, $1.00 par value. Authorized
6,000,000shares, issued and outstanding 2,803,763
shares in 1999 and 3,203,763 in 1998(Note 1 and 6) 2,803,763 3,203,763
Additional paid-in capital (Note 6) 5,871,218 7,458,718
Accumulated deficit (Note 2) (8,810,540) (8,837,892)
----------- -----------
Total stockholders' investment (135,559) 1,824,589
----------- -----------
Total liabilities and stockholders' investment $ 5,802,670 $ 7,343,661
=========== ===========
The accompanying notes are an integral part of these consolidated
statements. The 1999 and 1998 financial information is unaudited.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998
<S> <C> <C>
1999 1998
----------- -----------
REVENUES:
Sales $ 1,190,808 $ 1,133,280
Interest income 9,566 8,396
Gain (loss) on sale of equipment 3,465 (11,092)
Income (loss) from affiliates:
Dividends and interest 11,912 11,011
Equity in earnings (943,979) (1,086,410)
Consulting fees 60,000 60,000
Other income 114,315 104,973
----------- -----------
Total revenues 446,087 220,158
COSTS AND EXPENSES:
Cost of sales 1,223,901 948,072
General and administration 828,280 866,334
Interest 196,867 254,282
Depreciation and amortization 224,823 243,213
Loss on investment 101,000 75,545
Loss on sale of property 817,110 -
----------- -----------
Total costs and expenses 3,391,981 2,387,446
Pretax income (loss) from continuing operations (2,945,894) (2,167,288)
Provision for income taxes - -
----------- -----------
Net income (loss) from continuing operations $(2,945,894) $(2,167,288)
DISCONTINUED OPERATIONS:
Gain on disposal of discontinued
operations (net of income tax) 2,973,245 -
----------- -----------
Net income (loss) $ 27,351 $(2,167,288)
EARNINGS PER SHARE:
Income (loss) from continuing operations $ (1.01) $ (0.68)
Income (loss) from discontinued operations 1.02 -
----------- -----------
Net income (loss) per share $ 0.01 $ (0.68)
=========== ===========
Weighted Average Number of Shares
of Common Stock Outstanding 2,918,831 3,203,763
The accompanying notes are an integral part of these consolidated
statements. The 1999 and 1998 financial information is unaudited.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998
<S> <C> <C>
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income from continuing operations $(2,945,894) $(2,167,288)
Adjustments to reconcile net income from continuing
operations to net cash provided by operating
activities:
Depreciation and amortization 224,823 243,213
Equity in loss (earnings) of affiliates 950,656 1,188,410
Cash distribution from affiliates 6,316 354,287
Foreign fixed asset abandonment - 61,911
(Gain) loss on sale of fixed assets (3,465) 60,413
Loss on sale of property 817,110 11,092
Changes in assets and liabilities:
(Increase) decrease in receivables (22,084) 26,069
(Increase) in inventories (178,203) (5,395)
Decrease (increase) in other current assets 17,566 (110,990)
Increase (decrease) in trade accounts payable 56,010 (121,045)
Increase in accrued officer salaries & director fees197,998 426,321
Increase (decrease) in other current liabilities 541,628 (143,494)
----------- -----------
Total adjustments 2,608,355 1,990,792
Net cash (used) by operating activities $ (337,539) $ (176,496)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property $ 600,000 $ -
Capital expenditures - Net (786,740) (191,875)
----------- -----------
Net cash (used) by investing activities $ (186,740) $ (191,875)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term debt $ 39,600 $ (17,581)
Increase (decrease) in long-term debt 461,148 (226,734)
----------- -----------
Net cash provided (used) by financing activities $ 500,748 $ (244,315)
Net (decrease) in cash and cash equivalents $ (23,531) $ (612,686)
Cash and cash equivalents at the beginning of the year 41,220 653,906
Cash and cash equivalents at the end of the year $ 17,689 $ 41,220
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for interest $ 42,137 $ 46,657
The accompanying notes are an integral part of these consolidated
statements. The 1999 and 1998 financial information is unaudited.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
FOR THE YEARS ENDED NOVEMBER 30, 1999, 1998 AND 1997
Common Stock Additional
$1 Par Value Paid-In Accumulated
Shares $Amount Capital Deficit Total
----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
BALANCES: November 30, 1997 3,203,763 $ 3,203,763 $ 7,458,718 $ (6,670,602) $ 3,991,879
Net income (loss) - - - (2,068,946) (2,068,946)
----------- ----------- ----------- ------------ -----------
BALANCES: November 30, 1998 3,203,763 $ 3,203,763 $ 7,458,718 $ (8,739,548) $ 1,922,933
Prior period adjustments (Note 2) (98,343) (98,343)
ADJUSTED BALANCE: Nov. 30, 1998 3,203,763 $ 3,203,763 $ 7,458,718 $ (8,837,891) $ 1,824,590
Common stock retired
during 1999 (Note 6) (500,000) (500,000) (1,500,000) - (2,000,000)
Common stock issued during 1999 100,000 100,000 (87,500) - 12,500
Net income (loss) - - - 27,351 27,351
----------- ----------- ----------- ------------ -----------
BALANCES: November 30, 1999 2,803,763 $ 2,803,763 $ 5,871,218 $ (8,810,540) $ (135,559)
The accompanying notes are an integral part of these consolidated
statements. The 1999, 1998 and 1997 financial information is unaudited.
</TABLE>
<PAGE>
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Page
----
Consolidated Balance Sheets - November 30, 1999 and 1998 1
Consolidated Statements of Income - For the years ended
November 30, 1999 and 1998 2
Consolidated Statements of Cash Flows - For the years ended
November 30, 1999 and 1998 3
Consolidated Statements of Stockholders' Investment -
For the years ended November 30, 1999 and 1998 4
Notes to Consolidated Financial Statements 5-11
All other schedules are omitted as the required information is not applicable
or the information is presented in the accompanying consolidated financial
statements or related notes.
<PAGE>
INDUSTRIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998
(l) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Reserve Industries Corporation, a New Mexico
corporation, and its wholly owned subsidiaries, Reserve Silica
Corporation, Reserve Abrasives Limited, Incorporated, Reserve
Rossborough Corporation, Reserve Rossborough Ventures
Corporation, Reserve Minerals Corporation , and L-Bar Canada
Inc. (collectively "the Company").
All significant intercompany accounts and transactions have been
eliminated in the accompanying consolidated financial
statements. Investments in unconsolidated affiliates are
accounted for by the equity method (see Note 5) and are stated
at cost plus equity in undistributed earnings (losses).
Marketable Securities
Marketable securities are stated at the lower of aggregate cost
or market value. The cost of securities sold is determined
using the specific identification method.
Inventories
Inventories, consisting principally of raw materials, finished
products and supplies, are valued using the average cost method
at the lower of cost or market value. Production costs included
in inventories represent actual operating labor, raw materials
and supply costs.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. Betterments,
renewals and extraordinary repairs that extend the life of the
asset are capitalized; other repair and maintenance costs are
expensed. The cost and accumulated depreciation applicable to
assets sold or retired are removed from the accounts, and the
related gain or loss on disposition is recognized in operations.
Mineral Properties
Mineral properties, acquisition costs and all subsequent direct
costs incurred in retaining, exploring and developing the
properties are capitalized in property, plant and equipment
until production is attained. If management determines that
development and production are not economically feasible, or
that capitalized costs exceed net realizable values, such costs
are charged to operations in the period such determination is
made.
<PAGE>
Depreciation, Depletion, and Amortization
The cost of machinery, equipment and buildings is depreciated
over the estimated useful lives of the assets using the
straight-line method. Organization costs and goodwill are
amortized using the straight-line method over 60 months and 120
months, respectively.
Income Taxes
The Company and its domestic subsidiaries file a consolidated
income tax return. Separate tax returns are filed for the
Company's foreign subsidiaries and the corporate entities in
which the Company has equity interests.
Deferred taxes, which result from the effect of temporary
differences in reporting transactions for financial and tax
reporting purposes, will be provided when the Company exhausts
its net operating loss carryforwards.
Earnings (loss) per share
Earnings (loss) per share were computed using the weighted
average number of shares outstanding during each fiscal year.
Shares issuable upon the exercise of options have not been
included in the computation because they would not have a
material impact on earnings (loss) per share.
Business Segments
The Company operates in two different industry segments: the
corporate operations segment and the industrial products
segment, which contains silica sand operations. The silica sand
industrial products operation produces various sand products for
use by the glass, concrete and golf course industries. The
corporate segment includes partnership and equity income.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Reclassifications
Certain reclassifications have been made to prior year balances
to conform to current year financial statement presentation.
<PAGE>
(2) RESTATEMENT:
During the fiscal year ended November 30, 1999, a review the
Company's financial statements for prior years was undertaken.
As a result, the financial statements for the year ended
November 30, 1998 were restated to reflect these changes. The
following changes to stockholder's investment were made:
1998
-----------
For 1998 gain from understatement of land purchase $ 35,441
For 1998 income from understatement of debt forgiveness 68,641
For 1998 loss from understatement of interest expense (42,073)
For 1998 loss from excess partnership distributions (93,904)
For 1997 loss from understatement of interest expense (66,448)
-----------
$ (98,343)
(3) INVENTORIES:
Inventories consist of the following at November 30:
1999 1998
----------- -----------
Raw materials $ 260,204 $ 112,062
Finished products 124,412 102,091
Supplies and packaging 10,537 2,797
----------- -----------
$ 395,153 $ 216,950
(4) PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following at November 30:
1999 1998
----------- -----------
Machinery and equipment $ 1,320,706 $ 1,907,571
Mineral properties 503,193 1,906,402
----------- -----------
$ 1,823,899 $ 3,813,971
(5) INVESTMENT IN UNCONSOLIDATED AFFILIATES:
Rossborough Manufacturing Company and Rossborough Manufacturing Co. L. P.
The Company owns a 40% stock interest in Rossborough Manufacturing Company
(Rossborough Co.), through its wholly owned subsidiary, Reserve Rossborough
Corporation and a 20% limited partnership interest in Rossborough
Manufacturing Co. L.P. (Rossborough L.P.) , through its wholly owned
subsidiary, Reserve Rossborough Ventures Corporation. Rossborough Co. is
the general partner and owns 60% of Rossborough L.P. As a
result the Company's net interest in Rossborough L.P. is 44%.
Rossborough L.P. is in the business of providing products and
services to the steel and foundry industries.
<PAGE>
Investment in unconsolidated affiliates includes equity in
undistributed earnings. Included in the Company's earnings are
equity in earnings of affiliates and consulting income. The
Company plans to reinvest its undistributed equity earnings in
those affiliates. At November 30, 1999 and 1998, the Company
had $1,033,307 and $2,012,744 of undistributed earnings of
Rossborough Co. and Rossborough L.P. included in retained
earnings, respectively. The equity in undistributed earnings of
Rossborough Co. and Rossborough L.P. recorded by the Company are
based on financial statements audited by independent public
accountants.
In 1999, all of the inventory was switched to the first-in,
first out method (FIFO). Prior to 1999, a certain part of the
raw material inventory was accounted for using the last-in,
first-out (LIFO) method. The effect of the change in 1998 was
to increase the carrying value of inventory and net income by
approximately $466,000. At November 30, 1998, 79% of the
inventory was valued using the LIFO method of accounting.
The financial information of Rossborough L.P. is summarized
below for the periods ended November 30:
1999 1998
----------- -----------
Net sales $35,574,040 $49,970,066
Gross profit 2,194,967 7,489,949
----------- -----------
Net partnership Income (loss) $(3,540,684) $(2,858,231)
Total current assets $10,197,324 $13,295,859
Fixed and other assets 6,982,178 6,169,279
----------- -----------
Total assets $17,179,502 $19,803,430
Current liabilities $10,376,820 $ 5,356,464
Total long-term liabilities 4,285,714 8,767,147
Minority Interest - 959,101
Total partnership capital 2,516,968 4,720,718
----------- -----------
Total liabilities and partnership capital $17,179,502 $19,803,430
JPL Industries Pte. Ltd.
The Company owns a 20% stock interest in JPL Industries Pte.
Ltd. (JPL), a Singapore company organized in 1991. The
Company's investment is $692,239 and is included in investment
in unconsolidated affiliates.
<PAGE>
(6) DISCONTINUED OPERATIONS:
On December 6, 1991, L-Bar Products suspended operations at its
Chewelah, Washington facility because L-Bar lacked the necessary
funds to continue operation. In November 1992, it was
determined to discontinue the operations of L-Bar Products. In
September 1998, the Registrant and the estate of L-Bar
Products, Inc., reached an agreement to settle all litigation
with Northwest Alloys, Inc. On March 12, 1999, the United
States Bankruptcy Court for the Eastern District of Washington
Court approved the settlement. On April 29, 1999, the
litigation was dismissed with prejudice by the United States
District Court for the Eastern District of Washington. Pursuant
to the settlement agreement Northwest Alloys has paid the funds
due under the agreement and has returned to the Company the
500,000 shares of common stock issued by the Company pursuant to
the October 28, 1991 stock purchase agreement. The Trustee is
proceeding to carry out the terms of the agreement.
The 500,000 shares of common stock returned by Northwest Alloys
were retired. This resulted in a $500,000 reduction in par
value and a $1.5 million reduction in additional paid in capital.
The disposal of the discontinued operations resulted in a gain
as shown below:
1999
-----------
Elimination of the reserve for discontinued operations $ 973,246
Deferred gain from reduction of debt related
to the October 28, 1991 stock purchase agreement 2,000,000
-----------
$ 2,973,246
(7) STOCK OPTIONS:
The 1987 Incentive Stock Option Plan (1987 ISO Plan) expired in
1997, however options granted under the plan are still
outstanding. The 1987 ISO Plan provided for the issuance of
options to key employees to purchase up to 90,000 shares in
aggregate of the Company's common stock. Under the 1987 ISO
Plan options for 30,000 shares were outstanding at $1.00 per
share, all of which are exercisable. The option plan provides
that the option price must be equal to or greater than the
market price at the date of grant. No options were exercised
under the plan during 1999 and 1998.
<PAGE>
(8) INCOME TAXES:
At November 30, 1999 the Company had net operating loss
carryforwards of approximately $11.3 million, which will expire
between 2000 and 2012. Certain differences exist between the
net operating loss carryforwards available for financial
statement purposes and for Federal income tax return purposes
due to differing treatments of dividend income, depreciation,
exploration and development costs, goodwill and deferred
compensation.
Due to losses from continuing operations in 1999 and 1998, there
is no tax expense computed the year. Because of the Company's
net operating loss carryforward, the Company did not present the
net tax effect of the losses from discontinued operations. The
table below shows the composition of the income tax expense
(benefit):
1999 1998
----------- -----------
Current federal income tax $ (1,031.1) $ (630.7)
Accrual for wages not yet paid 133.6 123.9
Accrual for State Income tax - 80.8
(Reduction) addition to federal
income tax loss carryforward (897.5) 426.0
----------- -----------
$ - $ -
(9) OTHER CURRENT LIABILITIES:
Other current liabilities consist of the following at November 30:
1999 1998
----------- -----------
Accrued interest $ 707,935 $ 530,662
Other current liabilities 283,760 27,926
----------- -----------
$ 991,695 $ 558,588
(10) DEBT:
Long-term debt consists of the following at November 30:
1999 1998
----------- -----------
Term loan, due December 31, 1997, with annual
interest payments at 10% secured by the stock in
JPL Industries, Reserve Minerals Corporation,
Reserve Rossborough Corporation, and Reserve
Rossborough Ventures Corporation see Notes 5 and 12. $ 695,000 $ 695,000
SBA term loan, due August 31, 2004, payable in
monthly installments of $9,672.26 including interest
at 2.75% over the prime rate and secured by the
assets of Reserve Silica Corporation and guaranteed
by the officers of the Company 401,749 -
Other notes 390,708 119,218
Capital leases $ - $ 172,491
----------- -----------
1,487,457 1,213,443
Less current portion 993,940 954,340
----------- -----------
$ 493,517 $ 32,369
<PAGE>
The long-term debt payment schedule consists of the following at
November 30, 1999
2000 $ 993,940
2001 145,364
2002 143,340
2003 143,340
2004 or later 61,473
-----------
$ 1,487,457
(11) BUSINESS SEGMENTS:
The Company operates in the industrial products and corporate
business segments. These business segments are described in
Note 1 under Business Segments. In fiscal year 1999, the
Company had three customers in the industrial products segment
that accounted for net sales of 33.7% ($400,763), 31.8%
($378,285) and 11.3% ($135,057), respectively. In fiscal year
1998, the Company had three customers in the industrial products
segment that accounted for net sales of 39.7% ($471,438), 17.8%
($211,141) and 11.7% ($138,993), respectively.
Identifiable assets by segment are those assets involved in the
operation of the segment. Corporate assets are cash and cash
equivalents, security investments, mineral properties, equity
investments and other assets.
<PAGE>
The following tables summarize the operations, identifiable
assets and capital expenditures by industry segment as of
November 30:
1999 1998
----------- -----------
Net sales and revenues:
Industrial Products - Silica sand $ 1,190,808 $ 1,133,280
Corporate 139,258 113,288
Equity in earnings from affiliates (883,979) (1,026,410)
----------- -----------
$ 446,087 $ 220.158
Segment operating income:
Industrial Products - Silica sand $ (33,093) $ 185,207
Corporate 139,258 113,288
Equity in (loss) earnings from affiliates (883,979) (1,026,410)
----------- -----------
(777,814) (727,915)
Corporate and other expenses:
General and administration 828,280 866,334
Depreciation and amortization - Industrial products 207,034 224,084
Depreciation and amortization - Corporate 17,789 19,128
Interest expense 196,867 254,282
Loss on sale of property, investment & foreign assets 918,110 75,545
----------- -----------
2,168,080 1,439,373
(Loss) income from continuing operations $(2,945,894) $(2,167,288)
Identifiable assets - Industrial Products $ 1,980,188 $ 1,335,357
Identifiable assets - Corporate 3,822,483 6,116,825
----------- -----------
$ 5,802,671 $ 7,452,182
Capital expenditures - Industrial Products $ 785,106 $ 164,765
Capital expenditures - Corporate 1,634 27,110
----------- -----------
$ 786,740 $ 191,875
The following table summarizes financial data by geographic area
as of November 30:
Sales:
United States $ 1,190,808 $ 1,133,280
Far East 11,912 11,011
----------- -----------
$ 1,202,720 $ 1,144,291
Operating profit (loss):
United States $ (789,726) $ (738,926)
Far East 11,912 11,011
----------- -----------
$ (777,814) $ (727,915)
Identifiable Assets:
United States $ 5,110,432 $ 6,759,943
Far East 692,239 692,239
----------- -----------
$ 5,802,671 $ 7,452,182
<PAGE>
(12) COMMITMENTS AND CONTINGENCIES:
Deferred Compensation
The Company had a deferred compensation plan for its deceased
chairman's spouse who died on January 16, 1998, and the plan was
terminated on that date. The payment of this benefit was
pursuant to a management contract, which provided for monthly
disbursements. adjusted annually for inflation. The obligation,
originally recorded based on applicable mortality rates, was
exhausted during the fiscal year ended November 30, 1991.
Payments made in excess of the obligation recorded were expensed
when either paid or accrued.
Amounts due under the plan were accrued through January 1998,
but no payments were made in 1999, 1998, 1997, 1996, 1995, 1993
and 1992, because the Company has been conserving its cash. In
both 1999 and 1998, the accrued deferred compensation amounted
to $296,228.
Cash Flow Requirements
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The
Company is generating revenues from its continuing operations,
and the current level of cash flow is sufficient to sustain
operations and a portion of its general and administrative
expenses. The Company is conserving its cash and has not paid
all of the compensation due to the officers and directors and,
as described above, has accrued part of the deferred
compensation. In 1999 and 1998, the accrued compensation due to
the officers and directors amounted to $2,555,324 and
$2,221,299, respectively.
During 1991, the Company borrowed $695,000 from the Melfi Family
Trust, which is part of the estate of Mr. James J. Melfi, Sr.,
in order to purchase the equity interest in JPL Industries Pte.
Ltd. In order to conserve cash. the Company has not paid all of
the interest due on this loan. In 1999 and 1998, the accrued
interest on the loan amounted to $682,627 and $557,388,
respectively.
The Melfi family members have loaned working capital to the
Company. At November 30, 1999, the Company owes $353,718 plus
accrued interest on these working capital loans. In 1999 and
1998, the accrued interest on these working capital loans
amounted to $106,022 and $76,169, respectively.
Pursuant to promissory notes to the Company, officers have loans
amounting to $471,985 and $478,785 in 1999 and 1998,
respectively.
Other
During the normal course of business, the Company has other
commitments, lawsuits, claims and contingent liabilities.
However, Company management does not expect that any sum it may
have to pay in connection with any of these matters would have a
materially adverse effect on the consolidated financial position.
<PAGE>
RESERVE INDUSTRIES CORPORATION
EXHIBIT INDEX
Exhibit
Number Description
3.l Articles of Incorporation** August 28, l957
3.2 By-Laws of Reserve Industries Corporation as amended on June 8, l987**
4.1 Loan Agreement with the Key Bank of Puget Sound (formerly the
Seattle Trust & Savings Bank) dated February 28, 1986**
4.2 Amendment No. 4 to the Loan Agreement with the Key Bank of
Puget Sound dated June 15, 1987**
4.3 Loan Agreement between Northwest Alloys, Inc. and L-Bar Products
dated August 2, 1990**
4.4 Stock Purchase Agreement with Northwest Alloys, Inc. dated
October 28, 1991**
4.5 Loan Agreement with the Melfi Family Trust dated October 31, 1991**
4.6 Supplemental Security Agreement with the Melfi Family
Trust dated January 31, 1994**
4.7 Second Supplemental Security Agreement with the Melfi
Family Trust dated May 6, 1996**
9 Not Applicable
10.1 Sohio Agreement (Settlement) dated September 9, l982**
10.2 Amendment to Employment Agreement, J. J. Melfi, Sr. dated June 20, l978**
10.3 l977 Stock Option Plan**
10.4 Agreement between Central Electricity Generating
Board Exploration (Canada) Limited and Registrant dated March 23, 1984**
10.5 Agreement between Cogema and Registrant dated May 17, 1984**
10.6 Agreement between 413418 Ontario Limited and Registrant
dated August 31, 1984**
10.7 Agreement to purchase the assets of Industrial Mineral Products,
Incorporated dated March 3, 1986**
10.8 Agreement with Northwest Alloys dated January 1, 1985**
10.9 Agreement with Meridian Minerals Company dated July 1, 1987**
10.10 Agreement and Plan of Acquisition of Interest of Rossborough
Manufacturing Company dated August 11, 1987**
10.11 Sales agreement between L-Bar Product, Incorporated and La Porte
Metal Processing Venture dated September 1, 1987, subject to
confidential treatment**
10.12 1987 Incentive Stock Option Plan**
10.13 1987 Nonqualified Stock Option Plan**
10.14 Sales agreement between Rossborough Manufacturing Company and
La Porte Metal Processing Venture dated September 1, 1987,
subject to confidential treatment**
10.15 Grinding Joint Venture Agreement between L-Bar Grinding Corporation
and La Porte Metal Processing Company dated September 1, 1987**
<PAGE>
10.16 Agreement between L-Bar Canada, Inc. and Norsk Hydro Canada, Inc.
dated March 23, 1989**
10.17 Dispute Resolution Agreement between Reserve Industries Corporation
and Rossborough et al, dated October 11, 1993**
10.18 Settlement and Release Agreement between L-Bar Products,Inc. and
La Porte Metal Processing Venture et al, dated September 1, 1993**
10.19 Settlement and Release Agreement between Reserve Industries Corporation
and Northwest Alloys, Inc., dated January 28, 1999
11. Not Applicable
12. Not Applicable
13. Not Applicable
16. Not Applicable
18. Not Applicable
19. Not Applicable
<PAGE>
21. List of Subsidiaries*
22. Not Applicable
23. Not Applicable
24. Not Applicable
25. Not Applicable
27. Financial Data Schedule*
28. Not Applicable
29. Not Applicable
* These exhibits are filed electronically with the report.
** These exhibits were filed as indicated below and are
incorporated herein by this reference thereto:
3.1 1982 10K - Exhibit 3.1
3.2 1987 10K - Exhibit 3.2
4.1 1986 10K - Exhibit 4.1
4.2 1987 10K - Exhibit 4.2
4.3 8K filed August 1990
4.4 1991 10K - Exhibit 4.4
4.5 1992 10K - Exhibit 4.5
10.1 1982 10K - Exhibit 10.6
10.2 1982 10K - Exhibit 10.7
10.3 l976 Proxy Statement
10.4 1984 10K - Exhibit 10.13
10.5 1984 10K - Exhibit 10.14
10.6 1984 10K - Exhibit 10.15
10.7 1986 10k - Exhibit 10.7
10.8 1986 10k - Exhibit 10.8
10.9 1987 10K - Exhibit 10.9
10.10 1987 10K - Exhibit 10.10
10.11 1987 10K - Exhibit 10.11
<PAGE>
10.12 1987 10K - Exhibit 10.12
10.12 1986 Proxy Statement
10.13 1986 Proxy Statement
10.14 1987 10K - Exhibit 10.14
10.15 1987 10K - Exhibit 10.15
10.16 1989 10K - Exhibit 10.16
10.17 1993 10KSB - Exhibit 10.17
10.18 1993 10KSB - Exhibit 10.18
10.19 August 31, 1998 10QSB/A - Exhibit 10.19
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> NOV-30-1999 NOV-30-1998
<PERIOD-END> NOV-30-1999 NOV-30-1998
<CASH> 17,689 41,220
<SECURITIES> 0 0
<RECEIVABLES> 663,862 696,420
<ALLOWANCES> 0 46,332
<INVENTORY> 395,153 216,950
<CURRENT-ASSETS> 1,094,448 935,258
<PP&E> 3,160,308 3,813,973
<DEPRECIATION> (1,336,409) (1,131,668)
<TOTAL-ASSETS> 5,802,670 7,343,661
<CURRENT-LIABILITIES> 5,444,713 4,513,457
<BONDS> 0 0
0 0
0 0
<COMMON> 2,803,763 3,203,763
<OTHER-SE> (2,668,204) (1,379,174)
<TOTAL-LIABILITY-AND-EQUITY> 5,802,670 7,343,661
<SALES> 1,190,808 1,133,280
<TOTAL-REVENUES> 446,087 220,158
<CGS> 1,223,901 948,072
<TOTAL-COSTS> 2,277,004 2,057,619
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 918,110 75,545
<INTEREST-EXPENSE> 196,867 254,282
<INCOME-PRETAX> (2,945,894) (2,167,288)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (2,945,894) (2,167,288)
<DISCONTINUED> 2,973,245 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 27,351 (2,167,288)
<EPS-BASIC> 0.01 (0.68)
<EPS-DILUTED> 0.01 (0.68)
</TABLE>
Exhibit No. 21
Subsidiaries of Reserve Industries Corporation as of November 30, 1999
Name State of Incorporation
-------------------------- ----------------------
Reserve Silica Corporation Washington
Reserve Minerals Corporation Delaware
Reserve Abrasives Ltd., Inc. New Mexico
Reserve Rossborough Ventures Corporation New Mexico
Reserve Rossborough Corporation New Mexico
Country of Incorporation
------------------------
L-Bar Canada Inc. Canada
