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, 2001
Commission file number 0-3492
RESERVE INDUSTRIES CORPORATION
----------------------------------------------
(Name of Small Business Issuer in its charter)
NEW MEXICO 85-0128783
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Oration)
20 First Plaza, Suite 308, Albuquerque, New Mexico 87102
-------------------------------------------------- ---------
(Executive offices) (Zip Code)
505-247-2384
----------------------------------------------
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
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 is not 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. $1,168,532
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days.
As of February 15, 2002 this was $233,962.
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, 2002 this
was 2,803,763 $1.00 Par Value
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.
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 nursery industry and to golf courses
for sand traps. The facility also incorporates a drying plant, which further
processes the wet sand into dried silica sand for the glass container
industry. During the year, Reserve Silica completed the capital
improvements to the wet plant and the drying plant, which increased the
production rate and allowed production of a glass sand with a much lower
iron content. The cost of the improvements was over $700,000. Reserve
Silica began delivering the low iron content glass sand in late 1999,
and Reserve Silica is now producing and selling low iron glass sand in
excess of the target amount of 40,000 tons per year.
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. In July 2001,
Rossborough completed the acquisition of most of Remacor's assets from
bankruptcy. These assets, along with most of Rossborough's operation, were
contributed to a new operating known as Rossborough-Remacor LLC (R-R LLC).
Rossborough owns 60% of R-R LLC. A description of ownership is described in
footnote 4 of the notes to the consolidated financial statements. As part of
the transaction, R-R LLC, refinanced Rossborough's debt with its bank and
assumed $3.4 million in debt from the Remacor estate. Remacor operated in the
same business as Rossborough and the combination will allow R-R LLC to be more
competitive and to better serve its customers by consolidating operations
R-R LLC 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.
R-R LLC 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. R-R LLC is one of the two 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 Slovakia and Belgium.
R-R LLC's other business segments include the manufacturing of special
refractory lances and slag skimmers used in desulfurizing operations, the
manufacturing of custom powders used in steel making, the exclusive
distribution of Bimac Inc. ladle powders and slag conditioning agents,
and the distribution of selected other purchased products. As part of
R-R LLC's quality assurance program, it is certified by an 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 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 (WLJV) and the
Dawn Lake Joint Venture (DLJV) are net profit interests (NPI) of
approximately 0.75% and 1.5%, respectively, see paragraph on DLJV below.
After production of 200 million pounds of U3O8, the interests are reduced
by half to 0.375% and 0.75%, respectively. Before the Registrant receives
any proceeds from the NPI, the DLJV and the WLJV are allowed to recapture
certain costs advanced on behalf of Reserve Minerals. These NPI may become
earning assets in the future. The Registrant also owns a
1% royalty on its former 9.063% interest on all minerals produced in the
McArthur River Joint Venture (MRJV). The Registrant receives royalty income
from McArthur property. 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 MRJV uranium deposit was discovered in 1988. As a result of underground
exploration drilling, the property now has proven uranium reserves of 898,200
tons at an average grade of 23.32%, which equates to a reserve of 476.0 million
pounds of U3O8. In addition the property has probable reserves of 35,800 tons
at an average grade of 15.24% and indicated resources of 518,600 tons at a
grade of 9.59%, which equates to probable reserves and indicated resources
of 12.1 million and 109.8 million pounds of U3O8, respectively. 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 mine achieved its design capacity of
1.5 million pounds per month during 2001. 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 for toll milling.
The WLJV includes the Cigar Lake deposit, which contains proven reserves of
497,750 tons of uranium at an average grade of 20.67%, probable reserves of
54,000 tons at a grade of 4.41%, and inferred resources of 317,800 tons at an
average grade of 16.925%. This equates to approximately 349.7 million pounds
of uranium concentrate, U3O8 (226.3 million pounds of proven reserves, 5.2
million pounds of probable reserves and 118.1 million pounds of inferred
resources). The deposit covers an area of approximately 40 acres and was
discovered in 1981. In 1985, the Cigar Lake Mining Company (CLMC) was
formed by the joint venture to develop the property, and on January 1, 2002,
Cameco Corporation replaced CLMC as operator of the 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 jet boring mining method
will be employed, and the ore will be ground and slurried underground. All
of the slurry will be processed at Cogema's McClean Lake mill.
Approximately half of the pregnant aqueous solution will be processed at
McClean, and the remainder at the Rabbit Lake mill. 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. Depending upon market conditions and regulatory approval,
the project could begin production as early as 2005. The operator plans
to apply for a construction license in 2002.
The DLJV has a uranium deposit containing indicated resources of 436,000
tons at an average grade of 1.93% and inferred resources of 165,000 tons
at a grade of 1.04%, which equates to indicated and inferred resources
of 18.5 million and 3.8 million pounds of U3O8, respectively. The
Registrant has become aware that there may be a dispute regarding the
retained 1.5% net profits interest. At this time, the Registrant is
not certain as to the actual facts and time frame. It appears that
Central Electricity Generating Board Exploration Ltd, the original
purchaser of the property from the Registrant, forfeited its interest
in the DLJV partners without complying with the provisions of the Net
Profits Agreement. The Registrant has notified the current DLJV
partners of the retained nets profits interest. The Registrant is in
the process of determining and discussing the actual facts with
the DLJV partners.
(b) Business of Issuer. The business of the issuer is as follows:
1. The Registrant primarily produces and sells silica sand to the glass
container, nursery 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 independent truckers. 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 and has been delivering this
sand since the fall of 1999.
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 76% of the sales are made to Saint Gobain Glass
Container Co. LLC, a long-term customer.
7. There are no patents or trademarks of material importance to the
Registrant's business. Mining claims, leases and crown grants are believed to
be held under valid contracts or other evidence of title. The royalty and net
profits interests on the Canadian Uranium properties are described in Item 1.
(a) above.
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 1999 investigating
methods to lower the iron content of its dried silica sand. As a result
of these efforts, the Registrant spent over $700,000 on new equipment
and installation cost between 1999 and 2001. None of these costs have
been borne directly by the Registrant's customers.
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 2001,
Reserve Silica spent less than $50,000 to comply with laws and regulations
relating to protection of the environment.
12. The Registrant has 12 full time employees.
(b) Reports to Security Holders. Not applicable as the Registrant has not
recently filed a registration statement.
Item 2. Description of Properties
(a) Information as to the location of the principal plants is contained
under Item l. (a) 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 (a).
(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
(a) Pending legal proceedings - none
(b) Pending governmental legal proceedings - none
Item 4. Submission of Matters to a Vote of Security Holders
There 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 operations and improvements and legal
fees in connection with past litigation. Once the financial condition of the
Registrant improves, it plans to file audited financial statements. 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.
(b) Holders. On February 15, 2002, the Registrant had approximately 453
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.
Results of Operations. For the year ended November 30, 2001, the Registrant
had revenues of $1,168,532, which resulted in net loss of $1,993,605 or
$0.71 per share. Included in the loss is a nonrecurring loss of $67,254
related to the investment in JPL Industries. For the year ended
November 30, 2000, the Registrant had revenues of $2,004,491, which
resulted in net loss of $1,191,491 or $0.42 per share. Included in the
loss is a nonrecurring gain of $244,653 related to the closing of the
L-Bar Products, Inc. estate.
The revenues in 2001 decreased from 2000 as a result of a decrease in
sales from $2,160,879 to $1,914,140 and an increase in equity losses
from $718,154 to $945,638. The sales at the Registrant's silica sand
operation decreased as a result of the loss of its cement sand customer.
The Registrant's low iron glass sand sales have continued and the
volume for the year exceeded 50,000 tons. The plant improvement
program was completed in May 2001. The Registrant's equity income
remained in a loss position due to the deterioration of the steel
industry, which reduced consumption of desulfurization reagents. In
addition, several of Rossborough-Remacor's customers filed for
bankruptcy with two customers going into liquidation.
The costs and expenses were $3,162,137 in 2001 and $3,195,982 in 2000, which
included a nonrecurring loss of $67,254 on the JPL Industries investment. The
cost of sales decreased by $174,277 from 2000 to 2001 as the plant construction
was completed in May 2001. The G&A and interest costs increased slightly from
2000 to 2001.
Liquidity and Capital Resources. The Registrant's net cash (used) provided by
operating activities was $(274,217) and $146,654 in 2001 and 2000,
respectively. The net cash provided (used) by investing activities was
$508,393 and $(225,616) in 2001 and 2000, respectively. Most of the cash
provided by investing activities in 2001 was from the sale of the interest
in JPL Industries, and the cash used by investing activities was for
capital improvements to the sand project. The Registrant decreased its debt
by a net $164,682 in 2001 and increased its debt by a net $68,002 in 2000.
The Registrant cash and cash equivalents increased by $69,494 in 2001 and
decreased by $10,960 in 2000.
The Registrant had working capital deficits of approximately $5.25 and $4.86
million in 2001 and 2000, 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 part of the interest due on certain loans
was accrued but not paid in 2001. As of November 30, 2001, these accruals
(salaries, deferred compensation, and deferred interest) exceeded $4.86 million.
In 2001, the Registrant plans to continue to accrue part of the obligations
described in the preceding paragraph and expects to continue to generate
sufficient cash flow to operate.
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.
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 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 to 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, 2001 and 2000
Consolidated Statements of Operations for the Years Ended November 30,
2001 and 2000
Consolidated Statements of Stockholders' Investment for the Years
Ended November 30, 2001 and 2000
Consolidated Statements of Cash Flows for the Years Ended
November 30, 2001 and 2000
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.
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 2001.
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 73, 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 65, 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 59, 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.
(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.
(1), (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
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, 2001, 2000, and 1999.
(b) Summary Compensation Table.
Summary Compensation Table
Name and Principal Position Year $ Salary $ Bonus $ Other
Frank C. Melfi CEO 2001 135,000 27,000 1,927
2000 135,000 27,000 1,927
1999 135,000 27,000 1,927
James J. Melfi, Jr. Chairman 2001 135,000 27,000 6,745
2000 135,000 27,000 4,933
1999 135,000 27,000 3.501
William J. Melfi Vice President 2001 135,000 27,000 3,267
2000 135,000 20,000 3,267
1999 100,000 20,000 2,914
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 $19,227, $24,045, and $20,567, respectively of the annual
compensation due them in 2001.
Beginning with 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 2001 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 2001 fiscal
year.
The Registrant has one active stock option plan, which is described in footnote
5 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 2001, none of the
outstanding Options were repriced.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
(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, 2002
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.
(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 whom 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, 2002.
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%
(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 stock was sold in June 2001). 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. The loan plus accrued interest has not been paid. 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,
2001 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 Reserve Silica Corporation, Reserve Minerals Corporation, Reserve
Rossborough Corporation, and Reserve Rossborough Ventures Corporation. In
1997, Embro Corporation, which is owned by 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.
As of November 30, 2001, the loan balance was $58,719 plus accrued interest
of $13,848. 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, 2001, the amount owed pursuant to these loans
was $113,000.
Pursuant to certain promissory notes to the Registrant, James J. Melfi, Jr.,
Frank C. Melfi and William J. Melfi have borrowed $159,710, $263,209 and
$206,903, respectively. The notes are unsecured with an interest rate of 7% or
the AFR, which ever is less, and are due January 31, 2003.
(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.
RESERVE INDUSTRIES CORPORATION
EXHIBIT INDEX
Exhibit
Number Description
3.1 Articles of Incorporation dated 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**
10.16 Agreement between L-Bar Canada, Inc. and Norsk Hydro Canada, Inc.
dated March 23, 1989**
10.16 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
21. List of Subsidiaries*
22. Not Applicable
23. Not Applicable
24. Not Applicable
25. Not Applicable
27. Not Applicable
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
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
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 20, 2002
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 20, 2002 by /s/ James J. Melfi, Jr.
----------------------------------
James J. Melfi, Jr. Director,
Chairman of the Board
Date February 20, 2002 by /s/ Frank C. Melfi
----------------------------------
Frank C. Melfi, Director and President
(Principal Executive Officer)
Date February 20, 2002 by /s/ William J. Melfi
----------------------------------
William J. Melfi, Director and Vice
President Finance and Administration
(Principal Financial Officer)
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Page
Consolidated Balance Sheets - November 30, 2001 and 2000 1
Consolidated Statements of Income - For the years ended
November 30, 2001 and 2000 2
Consolidated Statements of Cash Flows - For the years ended
November 30, 2001 and 2000 3
Consolidated Statements of Stockholders' Investment -
For the years ended November 30, 2001 and 2000 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.
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
NOVEMBER 30, 2001 AND 2000
2001 2000
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 76,223 $ 6,729
Receivables, less allowance for doubtful accounts -0- 177,698 362,889
Receivables from affiliates and related parties 634,548 527,423
Inventories 298,357 182,498
Prepaid expenses and deposits 55,674 73,292
----------- -----------
Total current assets 1,242,500 1,152,831
PROPERTY, PLANT AND EQUIPMENT, at cost 3,262,771 3,147,237
Less accumulated depreciation and depletion (1,505,484) (1,249,060)
----------- -----------
Total property, plant and equipment 1,757,287 1,898,177
INVESTMENT IN UNCONSOLIDATED AFFILIATES 117,541 2,155,158
----------- -----------
Total assets $ 3,117,328 $ 5,206,166
=========== ===========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Trade accounts payable $ 143,306 $ 317,801
Short-term debt related party 348,000 293,000
Current portion of long-term debt 946,812 937,196
Deferred obligations to related parties 4,910,582 4,377,963
Other current liabilities 145,791 89,466
----------- -----------
Total current liabilities 6,494,491 6,015,426
LONG-TERM DEBT, less current portion 383,963 558,261
STOCKHOLDERS' INVESTMENT:
Common stock, $1.00 par value. Authorized 6,000,000
shares, issued and outstanding 2,803,763 shares
in 2001 and 2000 2,803,763 2,803,763
Additional paid-in capital 5,471,218 5,871,218
Accumulated deficit (12,036,107) (10,042,502)
----------- -----------
Total stockholders' investment (3,761,126) (1,367,521)
----------- -----------
Total liabilities and stockholders' investment $ 3,117,328 $ 5,206,166
=========== ===========
The accompanying notes are an integral part of these consolidated
statements. The 2001 and 2000 financial information is unaudited.
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000
2001 2000
----------- -----------
REVENUES & OTHER ITEMS:
Sales $ 1,914,140 $ 2,160,879
Royalties 144,869 53,846
Interest income 10,990 15,954
Gain on sale of equipment 18,762 110,232
Gain on investment - 244,653
Income (loss) from affiliates:
Equity in earnings (945,368) (718,104)
Consulting fees - 7,500
Other income 25,139 129,531
----------- -----------
Total revenues 1,168,532 2,004,491
EXPENSES & OTHER ITEMS:
Cost of sales 1,758,261 1,932,538
Loss on investment 67,254 -
General and administration 783,592 772,132
Interest 275,190 258,487
Depreciation and amortization 277,840 232,825
----------- -----------
Total costs and expenses 3,162,137 3,195,982
----------- -----------
Pretax income (loss) from continuing operations (1,993,605) (1,191,491)
Provision for income taxes - -
----------- -----------
Net income (loss) from continuing operations $(1,993,605) $(1,191,491)
EARNINGS PER SHARE:
Income (loss) from continuing operations $ (0.71) $ (0.42)
----------- -----------
Net income (loss) per share $ (0.71) $ (0.42)
=========== ===========
Weighted Average Number of Shares
of Common Stock Outstanding 2,803,763 2,803,763
=========== ===========
The accompanying notes are an integral part of these consolidated
statements. The 2001 and 2000 financial information is unaudited.
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations $(1,993,605) $(1,191,579)
Adjustments to reconcile net income from continuing
operations to net cash provided by operating activities:
Depreciation and amortization 277,840 232,825
Equity (gain) loss from affiliates 945,368 718,104
(Gain) loss on disposition of fixed assets (20,348) (110,898)
(Gain) loss on investment 67,254 -
Changes in assets and liabilities:
(Increase) decrease in receivables 78,066 (226,450)
(Increase) decrease in inventories (115,859) 212,655
(Increase) decrease in other current assets 17,618 (55,548)
Increase (decrease) in trade accounts payable (174,495) 114,440
Increase (decrease) in deferred obligations
to related parties 587,619 589,525
Increase (decrease) in other current liabilities 56,325 (136,420)
----------- -----------
Total adjustments 1,719,388 1,338,233
----------- -----------
Net cash provided (used) by operating activities $ (274,217) $ 146,654
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property $ 656,897 $ 128,214
Capital expenditures - Net (148,504) (353,830)
----------- -----------
Net cash provided (used) by investing activities $ 508,393 $ (225,616)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term debt $ 9,616 $ 3,256
Increase (decrease) in long-term debt (174,298) 64,746
----------- -----------
Net cash provided (used) by financing activities $ (164,682) $ 68,002
----------- -----------
Net increase (decrease) in cash and cash equivalents $ 69,494 $ (10,960)
----------- -----------
Cash and cash equivalents at the beginning of the year 6,729 17,689
----------- -----------
Cash and cash equivalents at the end of the year $ 76,223 $ 6,729
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for interest $ 90,722 $ 85,268
The accompanying notes are an integral part of these consolidated
statements. The 2001 and 2000 financial information is unaudited.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
FOR THE YEARS ENDED NOVEMBER 30, 2001, 2000, AND 1999
Common Stock Additional
$1 Par Value Paid-In Accumulated
Shares $Amount Capital Deficit Total
----------- ----------- ----------- ----------- -----------
BALANCES: November 30, 1999
----------- ----------- ----------- ----------- -----------
2,803,763 $ 2,803,763 $ 5,871,218 $(8,810,540)$ (135,559)
=========== =========== =========== =========== ===========
Prior period adjustments (40,471) (40,471)
----------- ----------- ----------- ----------- -----------
ADJUSTED BALANCE: Nov. 30, 1999
2,803,763 $ 2,803,763 $ 5,871,218 $(8,851,011)$ (176,030)
=========== =========== =========== =========== ===========
Net income (loss) (1,191,491) (1,191,491)
----------- ----------- ----------- ----------- -----------
BALANCES: November 30, 2000
2,803,763 $ 2,803,763 $ 5,871,218$(10,042,502)$(1,367,521)
=========== =========== =========== =========== ===========
Reclass original investment in affiliate (400,000) (400,000)
Net income (loss) (1,993,605) (1,993,605)
----------- ----------- ----------- ----------- -----------
BALANCES: November 30, 2001
2,803,763 $ 2,803,763 $ 5,471,218$(12,036,107)$(3,761,126)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated
statements. The 2001, 2000 and 1999 financial information is unaudited.
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000
(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, and Reserve Minerals Corporation (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 4)
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 are 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.
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 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 equity
income.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with 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.
(2) INVENTORIES:
Inventories consist of the following at November 30:
2001 2000
----------- -----------
Raw materials $ 147,224 $ 72,806
Finished products 139,819 98,880
Supplies and packaging 11,314 9,812
----------- -----------
$ 298,357 $ 181,498
=========== ===========
(3) PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following at November 30:
2001 2000
----------- -----------
Machinery and equipment $ 1,283,116 $ 1,411,083
Mineral properties 474,171 487,094
----------- -----------
$ 1,757,287 $ 1,898,177
=========== ===========
(4) 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%. On July 31, 2001, Rossborough L.P. merged most of its
assets into a newly formed entity known as Rossborough-Remacor LLC (R-R).
Rossborough L.P. owns 60% of R-R, and as a result, the Company's net interest
in R-R is 26.4%. R-R is in the business of providing products and services
to the steel and foundry industries. Upon completion of a $3.4 million
loan payment to the creditors of Remacor, Rossborough L.P.'s interest in
R-R increases to 65%.
Investment in unconsolidated affiliates includes equity in undistributed
earnings. Included in the Company's earnings (losses) are equity in earnings
(losses) of affiliates and consulting income. The Company plans to reinvest
its undistributed equity earnings in those affiliates. At November 30, 2001
and 2000, the Company had $(308,712) and $318,056 of undistributed earnings
(losses) of Rossborough Co. and Rossborough L.P. included in retained earnings,
respectively. The equity in undistributed earnings (losses) of Rossborough Co.
and Rossborough L.P. recorded by the Company are based on financial statements
audited by independent public accountants.
Because of the depressed conditions in the primary steel industry and the
bankruptcies of several customers of R-R, the independent public accountant's
opinion includes a reservation as to whether R-R was a going concern.
Management of R-R has been working to reduce its operating costs and believes
that this program will be successful and allow the venture to continue
operations (see Note 10 below).
The financial information of Rossborough L.P. and R-R is summarized below.
Sales, gross profit and partnership income (loss) for 2001 represent of
Rossborough L.P for eight months ended July 31 and represent R-R for the four
months ended November 30, while the assets and liabilities for 2001 represent
R-R. The column under 2000 represents Rossborough L.P for the period ending
November 30:
Eight Months Four Months
Ending 8/31 Ending 11/31
2001 2001 2000
------------ ------------ ------------
Net sales $ 24,539,430 $ 15,024,197 $ 40,609,036
Gross profit $ 1,039,665 $ 2,572,781 $ 4,412,485
Net partnership Income (loss) $ (1,796,353)$ (1,058,989)$ (2,081,887)
============ ============ ============
Total current assets $ 11,759,888 $ 10,151,792
Fixed and other assets 22,722,176 8,067,640
------------ ------------
Total assets $ 34,482,064 $ 18,219,432
============ ============
Current liabilities $ 13,601,188 $ 14,353,553
Total long-term liabilities 17,146,266 3,428,571
Total partnership capital 3,734,610 437,308
------------ ------------
Total liabilities and partnership capital $ 34,482,064 $ 18,219,432
============ ============
JPL Industries Pte. Ltd.
During the fiscal year the Company sold its 20% stock interest in JPL
Industries Pte. Ltd. (JPL), a Singapore company organized in 1991. For
fiscal 2000, the Company's investment was $692,239 and was included in
investment in unconsolidated affiliates.
..
(5) 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
exercisedunder the plan during 2001 and 2000.
(6) INCOME TAXES:
At November 30, 2001, the Company had net operating loss carryforwards of
approximately $12.7 million, which will expire between 2002 and 2020. 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 2001and 2000, and the Company's
net operating loss carry forward there is no tax expense computed for the
year. The table below shows the composition of the income tax expense
(benefit) (000 omitted):
2001 2000
----------- -----------
Current federal income tax $ ( 738.2) $ (417.0)
Accrual for wages not yet paid 186.8 177.6
Accrual for State Income tax - -
(Reduction) addition to federal
Income tax loss carryforward 551.4 239.4
----------- -----------
$ - $ -
=========== ===========
(7) OTHER CURRENT LIABILITIES:
Other current liabilities consist of the following at November 30:
2001 2000
----------- -----------
Accrued interest $ 4,652 $ 3,990
Other current liabilities 141,139 85,476
----------- -----------
$ 145,791 $ 89,466
=========== ===========
(8) DEBT:
Long-term debt consists of the following at November 30:
2001 2000
----------- -----------
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 4 and 10. $ 695,000 $ 695,000
SBA term loan, due August 31, 2004, payable in monthly
installments of $9,363 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. 281,007 361,948
Other notes $ 354,768 $ 438,509
----------- -----------
1,330,775 1,495,457
Less current portion 946,812 937,196
----------- -----------
$ 383,963 $ 558,261
=========== ===========
The long-term debt payment schedule consists of the following at November 30,
2001:
2002 $ 946,812
2003 187,755
2004 153,650
2005 42,558
-----------
$ 1,330,775
===========
(9) BUSINESS SEGMENTS:
The Company operates in the industrial products and corporate business
segments. These business segments are described in Note 1under Business
Segments. In fiscal year 2001, the Company had one customer in the
industrial products segment that accounted for net sales of 75.9%
($1,441,199). In fiscal year 2000, the Company had three customers
in the industrial products segment that accounted for net sales of
58.7% ($1,253,424), 16.6% ($353,938) and 12.9% ($275,458), 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.
The following tables summarize the operations, identifiable assets and capital
expenditures by industry segment as of November 30:
2001 2000
----------- -----------
Net sales and revenues:
Industrial Products - Silica sand $ 1,914,140 $ 2,160,879
Corporate 132,506 561,716
Equity in earnings from affiliates (945,368) (718,104)
----------- -----------
$ 1,101,278 $ 2,004.491
=========== ===========
Segment operating income:
Industrial Products - Silica sand $ 155,879 $ 228,340
Corporate 132,506 561,628
Equity in (loss) earnings from affiliates (945,368) (718,104)
----------- -----------
(656,983) (71,864)
Corporate and other expenses:
General and administration 783,592 772,132
Depreciation and amortization - Industrial products 263,164 216,413
Depreciation and amortization - Corporate 14,676 16,411
Interest expense 275,190 258,487
----------- -----------
1,336,622 1,263,443
----------- -----------
(Loss) income from continuing operations $(1,993,605) $(1,191,579)
=========== ===========
Identifiable assets - Industrial Products $ 1,967,284 $ 2,141,080
Identifiable assets - Corporate 1,150,043 3,065,086
----------- -----------
$ 3,117,327 $ 5,206,166
=========== ===========
Capital expenditures - Industrial Products $ 144,301 $ 349,789
Capital expenditures - Corporate 4,203 4,041
----------- -----------
$ 148,504 $ 353,830
=========== ===========
The following table summarizes financial data by geographic area as of November
30:
Sales:
United States $ 1,914,140 $ 2,160,879
Far East - -
----------- -----------
$ 1,914,140 $ 2,160,879
=========== ===========
Operating profit (loss):
United States $ (656,983) $ (71,864)
Far East - -
----------- -----------
$ (656,983) $ (71,864)
=========== ===========
Identifiable Assets:
United States $ 3,117,327 $ 4,513,927
Far East - 692,239
----------- -----------
$ 3,117,327 $ 5,206,166
=========== ===========
(10) 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 2001, 2000, 1999, 1998, 1997, 1996, 1995, 1993 and 1992, because
the Company has been conserving its cash. In both 2001 and 2000, 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
2001 and 2000, the accrued compensation due to the officers and
directors amounted to $3,486,424 and $2,999,324, respectively.
During 1991, the Company borrowed $695,000 from the Melfi Family Trust in order
to purchase the equity interest in JPL Industries Pte. Ltd. To conserve cash,
the Company has not paid all of the interest due on this loan. In 2001 and
2000, the accrued interest on the loan amounted to $971,929 and $820,390,
respectively.
The Melfi family members have loaned working capital to the Company. At
November 30, 2001 and 2000, the Company owed $406,718 and $351,718 plus accrued
interest on these working capital loans, respectively. In 2001 and 2000, the
accrued interest on these working capital loans amounted to $146,490 and
$113,697, respectively.
Pursuant to promissory notes to the Company, officers have loans amounting to
$634,548 and $527,423 in 2001 and 2000, respectively.
Other
In order to obtain financing for the creation of Rossborough-Remacor LLC, the
Company guaranteed to the Lending Bank up to $420,000 of the loan obtained to
complete the financing of the venture. The Company is to receive interest on
this commitment from R-R; however, R-R has not paid any interest on the
commitment.
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.
Exhibit No. 21
Subsidiaries of Reserve Industries Corporation as of November 30, 2001
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