U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Annual report pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934
For the fiscal year ended November 30, 2002
Commission file number 0-3492
RESERVE INDUSTRIES CORPORATION
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(Name of Small Business Issuer in its charter)
NEW MEXICO 85-0128783
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State or other jurisdiction of (I.R.S.EmployerIdentification No.)
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 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. ?
State the issuer's revenues from continuing operations for its
most recent fiscal year. $1,378,726
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, 2003 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, 2003 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. Reserve Silica began delivering a 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. During the year, Reserve Silica
continued to improve the wet and dry plant's operating capacity
and undertook a mining program to develop 2 to 3 years of ore.
In addition, extensive earthwork was performed on the clay
impoundment system.
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 entity 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.
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.
External desulfurization of hot iron metal, which is the primary
business segment of the LLC, 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 and blending 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.
R-R LLC's other business segments include a facility to
reprocess secondary magnesium scrap and the manufacture 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.
R-R LLC has had several customers go into bankruptcy with
several going into liquidation. As a result, the planned savings
from the merger with Remacor were not realized, and the LLC was
not able to meet loan covenants with its lender. This past
summer, the LLC was restructured, and an extensive cost reduction
program was implemented. As part of the restructuring, the LLC's
lender required the sale of the LLC's Slovakian venture and has
agreed to provide continuing financing through July 2003.
Because the LLC's losses have reduced the Registrant's equity
in the LLC below its obligations, the Registrant will not record
the equity income (losses) from the LLC. Future profitability
will depend on the financial health of steel industry and some
accommodation from the LLC's raw material suppliers. The
primary steel industry is in the process of consolidating
operations; and if it is successful, it should provide a more
reliable customer base.
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. 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, and is as of December 31,
2001.
The MRJV uranium deposit was discovered in 1988. As a
result of underground exploration drilling, the property now has
proven uranium reserves of 898,300 tons at an average grade of
23.32%, which equates to a reserve of 461.7 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 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 a 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 347,000 tons at an average grade of 1.69%, which
equates to 12.9 million pounds of U3O8.
(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 77% 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 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. The silica sand operation is currently undergoing a
five year review by King County, Washington.
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 2002, Reserve Silica
spent less than $25,000 to comply with laws and regulations
relating to protection of the environment. These expenditures
were related to a five year review of the silica sand project and
are being amortized over a five year period. It is expected that
additional expenses related to this review with be expended in
the 2003 fiscal year.
12. The Registrant has 14 full time employees.
(c) 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 property is located in Ravensdale,
WA. 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, 2002,
the Registrant had revenues of $2,360,034, which resulted in net
loss of $1,348,993 or $0.48 per share. Included in the loss is a
nonrecurring loss of $45,257 related to a write-down of inventory.
For the year ended November 30, 2001, the Registrant had revenues
of $2,113,900, 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.
The revenues in 2002 increased from 2001 as a result of an increase
in sales from $1,914,140 to $2,152,337. The sales at the Registrant's
silica sand operation increased as a result of the increase in sales
to its glass container customer. The Registrant's low iron glass
sand sales have continued to increase, and the volume for the year
exceeded 58,000 tons. The plant improvement program was completed
in May 2001, and efforts to improve plant efficiency have continued.
The costs and expenses were $3,709,027 in 2002 and $4,107,505
in 2001, which included a nonrecurring cost of $45,257 and $67,254
in 2002 and 2001, respectively. The cost of sales increased slightly
in 2002 due to increased sales. The Registrant's equity losses
continued due to the deterioration of the steel industry, which
reduced consumption of desulfurization reagents. During the year
these equity losses exceeded Registrants potential obligations and
these additional losses were not recorded. In addition, several of
R-R LLC's customers filed for bankruptcy with two customers going
into liquidation in 2001. As a result, sales by R-R LLC were
approximately 50% of projections. R-R LLC completed the consolidation
of last summer's merger during the second quarter, which reduced the
losses. However, the continued losses after the final consolidation
were unsustainable, and R-R LLC has undertaken an aggressive cost
reduction program to bring the operation to positive cash flow.
During the last quarter, R-R LLC finalized an agreement with its
bank to provide continued financing through July 2003. As part of
the financing arrangement, R-R LLC sold its Slovakian venture to
reduce bank debt. The operations of R-R LLC will require continued
cooperation from its suppliers, and R-R LLC is negotiating with them
to reduce past due unsecured debt. R-R LLC is continuing to
evaluate all its options including bankruptcy. The G&A and interest
costs were approximately the same for both 2001 and 2002.
Liquidity and Capital Resources. The Registrant's net cash
provided (used) by operating activities was $303,527 and
$(274,217) in 2002 and 2001, respectively. The net cash (used)
provided by investing activities was $(222,182) and $508,393 in
2002 and 2001, respectively. The cash used by investing
activities was for capital improvements to the sand project and
an investment in R-R LLC's Slovakian venture. Most of the cash
provided by investing activities in 2001 was from the sale of the
interest in JPL Industries. The Registrant decreased its debt by
a net $96,490 and $164,682 in 2002 and 2001. The Registrant cash
and cash equivalents decreased by $15,145 in 2002 and increased
by $69,494 in 2001.
The Registrant had working capital deficits of approximately
$6.55 million and $5.25 million in 2002 and 2001, 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 2002. As of November 30, 2002, these accruals (salaries,
deferred compensation, and deferred interest) exceeded $5.75
million.
In 2003, 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, 2002 and 2001
Consolidated Statements of Operations for the Years Ended
November 30, 2002 and 2001
Consolidated Statements of Stockholders' Investment for the
Years Ended November 30, 2002 and 2001
Consolidated Statements of Cash Flows for the Years Ended
November 30, 2002 and 2001
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 2002.
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 74, 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 66, 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 60, 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
(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, 2002, 2001, and 2000.
(b) Summary Compensation Table.
Summary Compensation Table
Name and Principal
Position Year Salary Bonus Other
Annual
Compensation
Frank C. Melfi
CEO 2002 135,000 27,000 1,927
2001 135,000 27,000 1,927
2000 135,000 27,000 1,927
James J. Melfi, Jr.
Chairman 2002 135,000 27,000 6,745
2001 135,000 27,000 6,745
2000 135,000 27,000 4,933
William J. Melfi
Vice President 2002 135,000 27,000 3,267
2001 135,000 27,000 3,267
2000 135,000 27,000 3,267
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 $22,927, $27,745, and $24,267, respectively of the
annual compensation due them in 2002.
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 2002 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 2002 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 2002, 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, 2003.
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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, 2003.
------------------------------------------------------------
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.
Securities Authorized for Issuance Under Equity Compensation
Plans. 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, 2002
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 assets of Reserve Silica Corporation, by a
mortgage on 80 acres of Reserve Silica's land and 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 and cross-colateralized by
the assets and certain land of Reserve Silica. As of November
30, 2002, the loan balance was $58,719 plus accrued interest of
$7,268. 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, 2002, the amount owed pursuant
to these loans was $320,300 and the interest is based on the
lenders cost of funds. As part of the acquisition of an interest
in the Slovakian venture James and Frank Melfi lent the
Registrant $150,000 (included in the $320,300) with an interest
rate equal to their cost of capital. All of these loans are
also cross-colateralized with the Melfi Family loans.
Pursuant to certain promissory notes to the Registrant,
James J. Melfi, Jr., Frank C. Melfi and William J. Melfi have
borrowed $183,475, $296,557 and $238,030, respectively. The
notes are unsecured with an interest rate of 7% or the AFR, which
ever is less, and are due January 31, 2005.
(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.
Item 14. Controls and Procedures
Within 90 days prior to the date of this report, we
carried out an evaluation, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in
timely alerting them to material information required to be
included in our periodic SEC reports. It should be noted that
the design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions,
regardless of how remote.
In addition, we reviewed our internal controls, and
there have been no significant changes in our internal controls
or in other factors that could significantly affect those
controls subsequent to the date of their last evaluation.
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 July 8, 2003
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 July 8, 2003 by /s/ James J. Melfi, Jr.
-------------------------------
James J. Melfi, Jr. Director,
Chairman of the Board
Date July 8, 2003 by /s/ Frank C. Melfi
-------------------------------
Frank C. Melfi, Director and
President
(Principal Executive Officer)
Date July 8, 2003 by /s/ William J. Melfi
------------------------------
William J. Melfi, Director and
Vice President Finance and Administration
(Principal Financial Officer)
CERTIFICATIONS
I, Frank C. Melfi, certify that:
1. I have reviewed this annual report on Form 10-KSB of
Reserve Industries Corporation;
2. Based on my knowledge, this annual report does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this annual report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual
report;
4. The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures
to ensure that material information relating to the
Registrant, including its consolidated subsidiaries, is made
known to us by others within those entities , particularly during
the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I
have disclosed, based on our most recent evaluation, to the
Registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function and excepting that the financial statements are
unaudited):
a) all significant deficiencies in the design or
operation of internal controls which could adversely affect
the Registrant's ability to record, process, summarize and
report financial data and have identified for the
Registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The Registrant's other certifying officers and I
have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date July 8, 2003
/s/ Frank C. Melfi
---------------------
President and Chief Executive Officer
I, William J. Melfi, certify that:
1. I have reviewed this annual report on Form 10-KSB of
Reserve Industries Corporation;
2. Based on my knowledge, this annual report does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this annual report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual
report;
4. The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities , particularly during
the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I
have disclosed, based on our most recent evaluation, to the
Registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function and excepting that the financial statements are
unaudited):
a) all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrant's ability to record, process, summarize and
report financial data and have identified for the
Registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The Registrant's other certifying officers and I
have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date July 8, 2003
/s/ William J. Melfi
---------------------
Vice President of Finance and Administration (Principal Financial
Officer)
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**
10.17 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
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
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Page
Consolidated Balance Sheets - November 30, 2002 and 2001 1
Consolidated Statements of Income - For the years ended
November 30, 2002 and 2001 2
Consolidated Statements of Cash Flows - For the years ended
November 30, 2002 and 2001 3
Consolidated Statements of Stockholders' Investment -
For the years ended November 30, 2002 and 2001 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, 2002 AND 2001
ASSETS 2002 2001
------ ----------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 61,078 $ 76,223
Receivables, less allowance
for doubtful accounts $1,501 179,516 177,698
Receivables from affiliates and
related parties 727,286 634,548
Inventories 298,218 298,357
Prepaid expenses and deposits 130,017 55,674
----------- -----------
Total current assets 1,396,115 1,242,500
PROPERTY, PLANT AND EQUIPMENT, at cost 3,317,968 3,262,771
Less accumulated depreciation
and depletion (1,773,951) (1,505,484)
----------- -----------
Total property, plant
and equipment 1,544,017 1,757,287
INVESTMENT IN UNCONSOLIDATED AFFILIATES - 117,541
OTHER INVESTMENTS 150,000 -
----------- -----------
Total assets $ 3,090,132 $ 3,117,328
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Trade accounts payable $ 373,503 $ 143,306
Short-term debt related party 327,315 348,000
Current portion of long-term debt
related parties 753,718 753,718
Current portion of long-term debt 245,546 193,094
Deferred obligations to related
Parties 5,753,544 4,910,582
Loss in excess of investment in
investee 420,000 -
Other current liabilities 70,919 145,791
----------- -----------
Total current liabilities 7,944,545 6,494,491
LONG-TERM DEBT, less current portion 255,706 383,963
STOCKHOLDERS' INVESTMENT:
Common stock, $1.00 par value.
Authorized 6,000,000 shares, issued
and outstanding 2,803,763 shares
in 2002 and 2001 2,803,763 2,803,763
Additional paid-in capital 5,471,218 5,471,218
Accumulated deficit (13,385,100) (12,036,107)
----------- -----------
Total stockholders' investment (5,110,119) (3,761,126)
Total liabilities and
stockholders' investment $ 3,090,132 $ 3,117,328
=========== ===========
The accompanying notes are an integral part of these consolidated
statements. The 2002 and 2001 financial information is unaudited.
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001
2002 2001
----------- -----------
REVENUES & OTHER ITEMS:
Sales $ 2,152,337 $ 1,914,140
Royalties 203,849 144,869
Interest income 3,646 10,990
Gain on sale of equipment 202 18,762
Other income - 25,139
----------- -----------
Total revenues 2,360,034 2,113,900
EXPENSES & OTHER ITEMS:
Cost of sales 1,783,077 1,758,261
Loss on inventory valuation 45,257 -
Loss on investment in investee 537,541 945,368
Loss on investment 3,602 67,254
General and administration 790,113 783,592
Interest expense 268,271 275,190
Depreciation and amortization 279,064 277,840
Other loss 2,122 -
----------- -----------
Total costs and expenses 3,709,027 4,107,505
Pretax income (loss) from
continuing operations (1,348,993) (1,993,605)
Provision for income taxes - -
Net income (loss) from
continuing operations $(1,348,993) $(1,993,605)
=========== ===========
EARNINGS (LOSS) PER SHARE:
Income (loss) from
continuing operations $ (0.48) $ (0.71)
----------- -----------
Net income (loss) per share $ (0.48) $ (0.71)
=========== ===========
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 2002 and 2001 financial information is unaudited.
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001
2002 2001
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing
Operations $(1,348,993) $(1,993,605)
Adjustments to reconcile net income
from continuing operations to net
cash provided by operating activities:
Depreciation and amortization 279,064 277,840
Equity (gain) loss on investment
in investee 537,541 945,368
(Gain) loss on disposition of
fixed assets 2,806 (20,348)
(Gain) loss on investment 3,602 67,254
Changes in assets and liabilities:
(Increase) decrease in receivables (94,556) 78,066
(Increase) decrease in inventories 139 (115,859)
(Increase) decrease in other
current assets (74,343) 17,618
Increase (decrease) in trade
accounts payable 230,197 (174,495)
Increase (decrease) in deferred
obligations to related parties 842,962 587,619
Increase (decrease) in other
current liabilities (74,872) 56,325
----------- -----------
Total adjustments 1,652,520 1,719,388
----------- -----------
Net cash provided (used) by
operating activities $ 303,527 $ (274,217)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property $ 500 $ 656,897
Capital expenditures - Net (72,682) (148,504)
Investment in affiliate (150,000) -
----------- -----------
Net cash provided (used) by
investing activities $ (222,182) $ 508,393
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term debt$ 31,767 $ 9,616
Increase (decrease) in long-term debt (128,257) (174,298)
----------- -----------
Net cash provided (used) by
financing activities $ (96,490) $ (164,682)
Net increase (decrease) in cash
and cash equivalents $ (15,145) $ 69,494
Cash and cash equivalents at the
beginning of the year 76,223 6,729
Cash and cash equivalents at the
end of the year $ 61,078 $ 76,223
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for interest$ 64,179 $ 90,722
The accompanying notes are an integral part of these consolidated
statements. The 2002 and 2001 financial information is unaudited.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
FOR THE YEARS ENDED NOVEMBER 30, 2002, 2001, AND 2000
Common Stock Additional
$1 Par Value Paid-In Accumulated
Shares $Amount Capital Deficit Total
---------- ---------- ---------- ------------ -----------
BALANCES: November 30, 2000 2,803,763 $2,803,763 $5,871,218 $(10,042,502)$(1,367,521)
========= ========== ========== ============ ===========
Reclass original investment in unconsol 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)
========= ========== ========== ============ ===========
Net income (loss) (1,348,993) (1,348,993)
--------- ---------- ---------- ------------ -----------
BALANCES: November 30, 2002 2,803,763 $2,803,763 $5,471,218 $(13,385,100)$(5,110,119)
========= ========== ========== ============ ===========
The accompanying notes are an integral part of these consolidated
statements. The 2002, 2001 and 2000 financial information is unaudited.
RESERVE INDUSTRIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2002 and 2001
(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 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). Losses in excess of the
Company's investments are not recorded, except to the extent that
the Company has guaranteed or otherwise committed to indemnify
creditors or other investors in the investee entity for losses
incurred, or to fund continuing operations of the investee.
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 and royalty
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:
2002 2001
----------- -----------
Raw materials $ 180,313 $ 147,224
Finished products 105,384 139,819
Supplies and packaging 12,521 11,314
----------- -----------
$ 298,218 $ 298,357
=========== ===========
(3) PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following at
November 30:
2002 2001
----------- -----------
Machinery and equipment $ 1,085,704 $ 1,283,116
Mineral properties 458,313 474,1710
----------- -----------
$ 1,544,017 $ 1,757,287
=========== ===========
(4) INVESTMENT IN UNCONSOLIDATED AFFILIATES AND LOSSES
IN EXCESS OF INVESTMENTS MADE:
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, 2002 and 2001, the Company had $(313,971) and $(308,712) 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.
Management believes that the Company is not liable to the
creditors or other investors in Rossborough Co., Rossborough LP,
or R-R for losses incurred or to fund continuing operations,
except for the guarantee of a loan made to R-R. Accordingly,
losses in excess of the Company's investment are not recorded,
except to the extent that the Company has guaranteed a
loan made to R-R (see Note 10).
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 has undertaken an aggressive cost
reduction program to bring the operation to positive cash flow.
Due to the large amount of unsecured debt from prior losses R-R
requires continued cooperation from its suppliers and is
negotiating with them to reduce past due unsecured debt. R-R is
continuing to evaluate all its options including bankruptcy (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 2002 represents R-R for the period ending
November 30:
Eight Months Four Months
Ending 7/31 Ending 11/31
2002 2001 2001
----------- ----------- -----------
Net sales $37,663,553 $24,539,430 $15,024,197
Gross profit $ 1,708,420 $ 1,039,665 $ 2,572,781
----------- ----------- -----------
Net partnership
Income (loss) $(3,717,083) $(1,796,353)$(1,058,989)
=========== =========== ===========
Total current assets $ 6,081,668 $11,759,888
Fixed and other assets 17,073,111 22,722,176
----------- -----------
Total assets $23,154,779 $34,482,064
=========== ===========
Current liabilities $15,465,621 $13,601,188
Total long-term
liabilities 10,846,864 17,146,266
----------- -----------
Total partnership capital (3,157,706) 3,734,610
----------- -----------
Total liabilities and
partnership capital $23,154,779 $34,482,064
=========== ===========
Cimtran LLC
During 2002 the Company purchased a 15% interest in Cimtran LLC.
Cimtran purchased R-R's interest in its Slovakian investment subject
to certain profit sharing payments to R-R. The Company's investment
in Cimtran was $150,000.
JPL Industries Pte. Ltd.
During 2001 the Company sold its 20% stock interest in JPL
Industries Pte. Ltd. (JPL), a Singapore company organized in
1991, and the Company recorded a loss of $67,254 on the
investment.
(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 exercised under the plan
during 2002 and 2001.
(6) INCOME TAXES:
At November 30, 2002, the Company had net operating loss
carryforwards of approximately $13.6 million, which will expire
between 2003 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 2002 and 2001 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):
2002 2001
----------- -----------
Current federal income tax $ (627.5) $ ( 738.2)
Accrual for wages not yet paid 169.2 186.8
Accrual for State Income tax - -
(Reduction) addition to federal
Income tax loss carryforward 458.3 551.4
----------- -----------
$ - $ -
=========== ===========
(7) OTHER CURRENT LIABILITIES:
Other current liabilities consist of the following at November
30:
2002 2001
----------- -----------
Accrued interest $ 2,653 $ 4,652
Other current liabilities 68,266 141,139
----------- -----------
$ 70,919 $ 145,791
=========== ===========
(8) DEBT:
Long-term debt consists of the following at November 30:
2002 2001
----------- -----------
Term loan, due December 31, 1997, with
annual interest payments at 10%
secured by the assets of Reserve Silica
Corporation, a mortgage 80 acres of
land and the stock in Reserve Silica
Corporation, Reserve Minerals
Corporation, Reserve Rossborough
Corporation and Reserve Rossborough
Ventures Corporation see Note 10. $ 695,000 $ 695,000
SBA term loan, due August 31, 2004,
payable in monthly installments of
$9,207 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.
188,768 281,007
Other notes $ 371,202 $ 354,768
----------- -----------
1,254,970 1,330,775
Less current portion 999,264 946,812
----------- -----------
$ 255,706 $ 383,963
=========== ===========
The long-term debt payment schedule consists of the following at
November 30, 2002
2003 $ 999,264
2004 186,543
2005 49,748
2006 19,415
-----------
$ 1,254,970
===========
(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 2002, the Company had
one customer in the industrial products segment that accounted
for net sales of 77.3% ($1,665,371). 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).
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:
2002 2001
----------- -----------
Net sales and revenues:
Industrial Products - Silica sand $ 2,152,337 $ 1,914,140
Corporate 156,717 132,506
Equity in earnings from affiliates (981,308) (945,368)
----------- -----------
$ 1,327,746 $ 1,101,278
=========== ===========
Segment operating income:
Industrial Products - Silica sand $ 369,260 $ 155,879
Corporate 156,717 132,506
Equity in (loss) earnings
from affiliates (981,308) (945,368)
----------- -----------
(455,331) (656,983)
Corporate and other expenses:
General and administration 790,113 783,592
Depreciation and amortization
- Industrial products 267,930 263,164
Depreciation and amortization
- Corporate 11,135 14,676
Interest expense 268,271 275,190
----------- -----------
1,337,449 1,336,622
(Loss) income from operations $(1,792,780) $(1,993,605)
=========== ===========
Identifiable assets
- Industrial Products $ 1,816,356 $ 1,967,284
Identifiable assets
- Corporate 409,989 1,150,043
----------- -----------
$ 3,117,327 $ 3,117,327
=========== ===========
Capital expenditures
- Industrial Products $ 31,917 $ 144,301
Capital expenditures - Corporate 40,765 4,203
----------- -----------
$ 72,682 $ 148,504
=========== ===========
The following table summarizes financial data by geographic area
as of November 30:
Sales:
United States $ 2,152,337 $ 1,914,140
=========== ===========
Operating profit (loss):
United States $ (455,331) $ (656,983)
=========== ===========
Identifiable Assets:
United States $ 2,226,345 $ 3,117,327
=========== ===========
(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 2002, 2001, 2000, 1999, 1998, 1997,
1996, 1995, 1993 and 1992, because the Company has been
conserving its cash. In both 2002 and 2001, 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 2002
and 2001, the accrued compensation due to the officers and
directors amounted to $3,889,424 and $3,486,424, 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 2002 and 2001, the accrued
interest on the loan amounted to $1,138,621 and $971,929,
respectively. In addition, the loan balance of $695,000
has not been repaid.
The Melfi family members have loaned working capital to the
Company. At November 30, 2002 and 2001, the Company owed
$614,018 and $406,718 plus accrued interest on these working
capital loans, respectively. In 2002 and 2001, the accrued
interest on these working capital loans amounted to $171,143 and
$146,490, respectively.
Pursuant to promissory notes to the Company, officers have loans
amounting to $727,286 and $634,548 in 2002 and 2001,
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.
(11) PRIOR PERIOD ADJUSTMENT:
Prior to the fiscal quarter ended May 31, 2003, the Company
recorded losses in excess of its investment, made in
Rossborough Co., Rossborough LP, and R-R. The Company has
determined that losses in excess of its investment should only
be recorded to the extent that the Company has guaranteed a
loan made to R-R (see Note 10). Accordingly, the accompanying
financial statements have been restated to reflect a liability
as described as "Losses in Excess of Investment made in Investee"
in the amount of the $420,000 guarantee.
2002
-----------
Amount recorded after adjustment - Losses
in Excess of Investment made in Investee $ 420,000
Amount previously recorded in Investment
in Unconsolidated Affiliates $ (863,787)
-----------
Net adjustment to retained earnings $ 443,787
===========
Amount recorded after adjustment - Loss
on Investment in Investee $ 537,561
Amount previously recorded in Income
from Affiliates Equity on earnings $ (981,308)
-----------
Net adjustment to net income $ 443,787
===========
Exhibit No. 21
Subsidiaries of Reserve Industries Corporation as of November 30,
2002
Name State of Incorporation
Reserve Silica Corporation Washington
Reserve Minerals Corporation Delaware
Reserve Rossborough Ventures Corporation New Mexico
Reserve Rossborough Corporation New Mexico