U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED January 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF _________ TO _________.
COMMISSION FILE NUMBER: 0-15859
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RICH COAST INC.
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 91-1835978
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10200 FORD ROAD, DEARBORN, MICHIGAN 48126
(Address of principal executive offices)
313-582-8866
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [x] No [_]
The number of shares outstanding of the issuer's classes of common equity, as of
January 31, 2000 is 9,914,889 shares of Common Stock.
Transitional Small Business Disclosure Format (check one): Yes[_] No [X]
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RICH COAST, INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2000
(UNAUDITED-SEE NOTICE TO READER)
RICH COAST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2000
(UNAUDITED - PREPARED BY MANAGEMENT)
(UNITED STATES DOLLARS)
INDEX
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets 1
Consolidated Statements of Operations 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
Rich Coast Inc.
Consolidated Balance Sheets
(Unaudited - Prepared by Management)
(United States Dollars)
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January 31 April 30
2000 1999
- ----------------------------------------------------------------------------
Assets
Current:
Cash $ 75,043 $ 0
Accounts receivable, net 608,272 491,418
Prepaid expenses 16,200 0
- ----------------------------------------------------------------------------
699,515 491,418
Distillation unit 2,024,706 2,024,706
Property and equipment, net 2,904,092 3,354,493
Patent and technology, net 19,089 21,914
Deferred finance charges and deposits 168,542 226,320
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$ 5,815,944 $ 6,118,851
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Liabilities
Current:
Bank overdraft $ 0 $ 5,682
Accounts payable and accrued liabilities 998,064 849,960
Accrued oil and waste treatment costs 225,255 257,635
Current portion of long-term debt 371,836 100,733
- ----------------------------------------------------------------------------
1,595,155 1,214,010
Long-Term Debt 3,282,288 3,670,339
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4,877,443 4,884,349
Stockholders' Equity
Preferred stock, $0.001 par value;
10,000,000 shares authorized, 0 outstanding;
Common stock, $0.001 par value;
100,000,000 shares authorized,
9,914,889 and 6,066,318 shares issued
and outstanding at January 31, 2000
and April 30, 1999, respectively 20,714 16,865
Additional paid-in capital 24,793,822 24,043,106
Accumulated deficit (23,876,035) (22,825,469)
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938,501 1,234,502
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$ 5,815,944 $ 6,118,851
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See notes to consolidated financial statements
1
RICH COAST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - PREPARED BY MANAGEMENT)
(UNITED STATES DOLLARS)
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Three Months Nine Months
Ended January 31, Ended January 31,
2000 1999 2000 1999
- -------------------------------------------------------------------------------------
Sales $ 776,674 $ 565,188 $ 2,095,694 $ 1,705,216
Cost of sales
(exclusive of
depreciation) 340,418 415,779 944,309 1,043,700
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Gross Profit 436,256 149,409 1,151,385 661,516
Expenses:
Interest-beneficial
conversion feature 0 109,457 0 764,764
Salaries and wages 224,113 295,603 750,700 766,854
Interest 68,905 86,449 205,494 279,753
Lawsuit Settlement 0 0 150,000 0
Office and General 21,969 40,395 53,380 96,053
Consulting and
financing fee 55,091 17,589 90,504 181,817
Audit, accounting
and legal 39,812 66,349 104,543 180,872
Travel 17,597 10,111 50,536 101,648
Pipeline Staking fee 0 0 16,905 0
Property Taxes 37,203 20,105 132,880 81,205
Insurance 19,111 22,059 47,929 70,722
Utilities 32,017 33,454 78,131 71,123
Telephone and
facsimile 10,960 20,494 30,967 49,221
Advertising and
shareholder relations 0 26,281 1,538 123,428
Impairment loss on building 0 0 169,739 0
Bad debts (180) 0 9,761 0
Depreciation 95,789 82,619 308,944 220,084
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622,387 830,965 2,201,951 2,987,544
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Loss Before
Other Items (186,131) (681,556) (1,050,566) (2,326,028)
Gain on fire 0 0 0 89,343
Accrued oil and
waste treatment cost
reversal 0 0 0 285,588
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0 0 0 374,931
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Loss for Period $ (186,131) $ (681,556) $(1,050,566) $(1,951,097)
=====================================================================================
Loss Per Share $ (0.02) $ (0.14) $ (0.14) $ (0.40)
=====================================================================================
Weighted Average
Number of Shares
Outstanding 9,144,780 4,960,062 7,273,248 4,848,094
=====================================================================================
See notes to consolidated financial statements
2
RICH COAST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - PREPARED BY MANAGEMENT)
(UNITED STATES DOLLARS)
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Nine Months
Ended January 31,
2000 1999
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Net Cash (used in)
Operating Activities $ (423,819) $ (700,575)
Investing Activities:
Capital asset additions (25,456) (748,468)
Deferred finance charge 0 (207,568)
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(25,456) (956,036)
Financing Activities:
Decrease in bank overdraft (5,682) 0
Collection subscriptions receivables 0 25,000
Issue of Capital stock for cash 600,000 187,955
Proceeds from convertible
debenture 0 1,500,000
Repayment of long-term debt (70,000) (95,642)
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524,318 1,617,313
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Increase (Decrease) in Cash 75,043 (39,298)
Cash,
Beginning of Period 0 53,043
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Cash, End of Period $ 75,043 $ 13,745
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Supplemental disclosure of non cash investing
and financing activities:
250,000 shares of common stock
issued upon settlement of lawsuit $ 50,000
==========
298,571 shares of common stock
issued in exchange of principle &
interest due on convertible
debentures $ 59,565
==========
300,000 shares of common stock
issued for consulting services $ 45,000
==========
47,499 shares of common stock
issued in exchange of accrued
interest $ 58,024
==========
1,040,299 shares of common stock
issued in exchange of principal due
on convertible debt $ 697,000
==========
See notes to consolidated financial statements
3
RICH COAST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2000 AND APRIL 30, 1999
(UNAUDITED - PREPARED BY MANAGEMENT)
(UNITED STATES DOLLARS)
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1. BASIS OF PRESENTATION
These unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United
States for interim financial information. These financial statements are
condensed and do not include all disclosures required for annual financial
statements. The organization and business of the Company, accounting
policies followed by the Company and other information are contained in the
notes to the Company's audited consolidated financial statements filed as
part of the Company's April 30, 1999 Form 10-KSB.
In the opinion of the Company's management, these financial statements
reflect all adjustments, including normal recurring adjustments, considered
necessary to present fairly the Company's consolidated financial position
at January 31, 2000 and the consolidated results of operations and the
consolidated statement of cash flows for the three and nine months ended
January 31, 2000 and January 31, 1999.
2. CAPITAL STOCK
(a) Authorized 100,000,000 common shares of $0.001 par value and
10,000,000 preferred shares of $0.001 par value.
(b) Issued during the period:
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NUMBER PRICE PER
OF SHARES SHARE($) AMOUNT
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Nine months ended January 31, 1999
Shares issued
For cash - options 229,626 $ 0.83 $187,955
Interest on notes 47,499 $ 1.22 58,024
Settlement of debt (principal) 1,040,299 $ 0.67 697,000
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1,317,424 $ 942,979
===========================================================================
Nine months ended January 31, 2000
Shares issued
Lawsuit settlement 250,000 $ 0.20 $ 50,000
Convertible Debenture 298,571 $0.1995 59,565
(principal and
accrued interest)
For cash 3,000,000 $ 0.20 600,000
Consulting services 300,000 $ 0.15 45,000
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3,848,571 $754,565
===========================================================================
4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OPERATIONS
The following information should be read in conjunction with unaudited
consolidated financial statements included herein which are prepared in
accordance with generally accepted accounting principles ("GAAP") in the United
States for interim financial information.
Results of Operation
Revenues increased $390,478 or 22.9% from $1,705,216 to $2,095,694 for the nine
months ended January 31, 1999 and 2000, respectively. The revenue increase
resulted from price increases, new customers and retention of a majority of the
business that was diverted from City Environmental, a major competitor in
Detroit, Michigan, when that company was temporarily shut down during the months
of October, November and December 1999. City Environmental operations resumed
in January 2000 without any significant impact on Rich Coast's business. Rich
Coast retained about 75% of the diverted business through January, and expects
this percentage to drop to 50% during the current quarter. Rich Coast's lower
prices and the opportunity for Rich Coast to demonstrate its service
capabilities should help retain this business. A loss of the entire amount of
diverted business over six months would cause a revenue loss of 12%. Worst case
scenario would be a revenue loss of 6%, or $68,400, over six months. Prices on
the diverted business were kept competitive so impact on net income for the six
months is estimated at less than $10,000. Net loss for this latest quarter
ended January 31, 2000 was $186,131 compared to the previous quarterly loss of
$496,435. Included in the $186,131 loss was depreciation of $95,789, a non-cash
event.
The Rich Coast owned equipment which was demonstrated last October at Packerland
Packing's Murco slaughterhouse in Plainwell, Michigan, and proved effective in
grease recovery, was temporarily shut down until plans to increase production
and return rendering operations to Murco are implemented. This implementation
is planned for mid 2000; however, more critical operating problems exist at
Packerland's Green Bay, Wisconsin plant and Rich Coast engineers and equipment
have been utilized to recognize Green Bay's operations as top priority. Green
Bay operations also promise to be more profitable for Rich Coast than operations
at Murco so to minimize delays, engineering and process plans are being
developed concurrently with development of a mutually beneficial contract.
Currently a five-year contract is being negotiated with Packerland which is
expected to be the model for future contracts anticipated with both Packerland's
Murco, Michigan facility and their Tolleson, Arizona plant.
The successful demonstration at a pulp-paper plant in Michigan is expected to
result in a contract; however, environmental issues are still being discussed
with regulatory authorities and until they are resolved Rich Coast cannot
develop a meaningful proposal for a production installation.
The sale of Rich Coast's Ford Road facility is proceeding but, again,
environmental studies are taking longer than expected. The purchase agreement
with the purchaser, De Monte Fabrications, Ltd. has been amended to allow
closing on the sale until May 9, 2000. Operations by Rich Coast at its Ford
Road facility will continue until approximately April 14, 2000 after which time
all waste receiving and treatment operations will be consolidated at Rich
Coast's Wyoming Avenue terminal facility. Rich Coast recognized an impairment
loss of $169,739 in its second quarter ended October 31, 1999 due to the asset
value of the Ford Rd. property being higher than its $450,000 sales price. A
positive cash flow of $300,000 is expected at sale closing.
No major capital expenditures were made by Rich Coast during the third quarter.
There were no outstanding commitments for capital expenditures at January 31,
2000.
The changes in sales and cost of sales resulted in an increase in gross profit
of $489,869, or 74%, from $661,516 for the nine months ended January 31, 1999 to
$1,151,385 for the corresponding period in 2000. Gross profit as a percent of
sales increased from 39% in 1999 to 55% in 2000. This improvement is due in
part to a reduction in landfill and transportation costs.
Interest expense consists of the amortization of beneficial conversion features
of convertible debt instruments and other interest. The beneficial conversion
features related to the 10% convertible promissory notes (converted to common
stock during the year ended April 30, 1999) and the 8% convertible debentures
($1,375,500 outstanding principal at January 31, 2000) and were fully amortized
to interest expense during the year ended April 30, 1999. Therefore, the amount
of interest expense-beneficial conversion feature decreased from $764,764 for
the nine month period ended January 31, 1999 to $0 for the nine month period
ended January 31, 2000. Other interest expense decreased $74,259 or 27% from
$279,753 in 1999 to $205,494 in 2000. This decrease was due to interest paid on
convertible debt ($697,000 principal outstanding) during the nine month period
ended January 31, 1999. These debentures converted to common stock in December
1998, so no similar interest expense was necessary during the nine months ended
January 31, 2000.
During the nine months ended January 31, 2000, the Company incurred $150,000 of
expense from the settlement of separate lawsuits involving Mobil Oil Corp. and
Comer Holdings, Ltd.
Consulting and financing fees decreased from $91,313 or 50%, from $181,817
during the nine months ended January 31, 1999 to $90,504 during the nine months
ended January 31, 2000. This decrease was due to replacement of consultants
with salaried employees.
Audit, accounting and legal expenses decreased $76,329, or 42%, from $180,872
during the nine months ended January 31, 1999 to $104,543 during the nine months
ended January 31, 2000. This decrease was due to reduced legal expenses.
Travel expenses decreased $51,112, or 50%, from $101,648 during the nine months
ended January 31, 1999 to $50,536 during the nine months ended January 31, 2000.
This decrease was due to a stringent cost reduction program.
During the nine months ended January 31, 2000, the Company incurred $16,905 of
pipeline relocation cost due to pipeline's interference with a county project.
Property taxes increased $51,675, or 64%, from $81,205 during the nine months
ended January 31, 1999 to $132,880 during the nine months ended January 31,
2000. This increase was due to recognition of property tax penalties and
interest charges.
Advertising and shareholder relations expenses decreased $121,890, or 99%, from
$123,428 during the nine months ended January 31, 1999 to $1,538 during the nine
months ended January 31, 2000. This decrease was due to termination of
contracts with new business developments and a corresponding decrease in warrant
expenses.
Depreciation expense increased $88,860, or 40%, from $220,084 during the nine
months ended January 31, 1999 to $308,944 during the nine months ended January
31, 2000. This increase was due to purchase and installation of a new aeration
waste treatment system at the Company's Wyoming Avenue terminal facility.
During the nine months ended January 31, 1999, the Company recognized a gain of
$89,343 related to the final insurance settlement of the Company's December 15,
1997 fire damage and a gain of $285,588 of accrued oil waste treatment cost
reversal related to savings from an improved waste oil treatment process.
Net loss for the nine months ended January 31, 2000 was $1,050,566 compared to a
net loss of $1,951,097 for the nine months ended January 31, 1999, a decrease of
$900,531, or 46%. Loss per share decreased $0.26, or 65%, from $0.40 per share
for the nine month period ended January 31, 1999 to $0.14 per share for the same
period in 2000. Loss per share was also impacted by an increase in the weighted
average number of shares of 2,425,154.
Changes in Financial Condition
Rich Coast obtained $600,000 of equity financing during its third quarter ending
January 31, 2000 through the sale of 3,000,000 shares of common stock for $.20
per share. Net losses for the nine months ended January 31, 2000 totaled
$1,050,566 and included depreciation of $308,944. The Company expects to
continue increasing its revenues in future quarters as traditional business
continues to improve and revenues are realized from anticipated contracts from
installation of waste treatment systems at waste generator's sites. With cash
of $75,043 as of January 31, 2000 plus an anticipated $300,000 of positive cash
flow from the close of sale of the Ford Road property by May 9, 2000, future
fund raising will only be necessary if the favorable outlook changed or if
additional funds allow an economically attractive improvement in the Company's
growth.
Part II. Other Information
Item 1. Legal Proceedings
No unresolved legal proceedings exist as of January 31, 2000.
Item 2. Changes in Securities
(a) On January 5, 2000 the Company's Articles of Incorporation were amended to
add 10,000,000 shares of Preferred Stock, par value $0.001 per share. This
amendment was authorized by the Company's shareholders at a meeting of the
shareholders held May 26, 1999. The amendment allows the Company's Board of
Directors to issue from time to time, without shareholder authorization, in one
or more designated series, any or all of the authorized but unissued shares of
Preferred Stock with such dividend, redemption, conversion and exchange
provisions as may be provided by the Board of Directors with regard to such
particular series. Any series of Preferred Stock may possess voting, dividend,
liquidation and redemption rights superior to those of the Common Stock. The
rights of the holders of Common Stock will be subject to and may be adversely
affected by the rights of the holders of any Preferred Stock that may be issued
in the future. Issuance of a new series of Preferred Stock, or providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could make it more difficult for a third party to acquire,
or discourage a third party from acquiring the outstanding shares of Common
Stock of the Company and make removal of the Board of Directors more difficult.
No shares of Preferred Stock are currently issued and outstanding, and the
Company has no present plans to issue any shares of Preferred Stock.
(c) Rich Coast completed a private placement on November 8, 1999 for aggregate
gross proceeds of $350,000 to Frippoma, S.A., a Swiss entity and an accredited
investor, in a transaction exempt under Regulation S and Rule 506 of Regulation
D of the Securities Act of 1933. Frippoma, S.A. received 1,750,000 shares of
the Company's common stock at $0.20 per share. No commissions were paid on the
transaction.
A second private placement by Rich Coast was completed on December 20, 1999 for
aggregate gross proceeds of $250,000 with Frippoma, S.A. and Strauss Holding
Ltd. each being a Swiss entity and an accredited investor, in a transaction
exempt under Regulation S and Rule 506 of Regulation D of the Securities Act of
1933. Frippoma S.A. received 800,000 shares and Strauss Holding Ltd. Received
450,000 shares of Rich Coast common stock at $0.20 per share. No commissions
were paid on the transaction.
Forward-Looking Statements
The following cautionary statements are made to the Private Securities
Litigation Reform Act of 1995 in order for Rich Coast to avail itself of the
"safe harbor" provision of that Act. Discussions and information in this
document, which are not historical facts, should be considered forward-looking
statements. With regard to forward-looking statements, including those
regarding the potential revenues from the commercialization of Rich Coast
proprietary systems, the expected installations at slaughterhouses, the expected
increase in revenue, and the business prospects or any other aspect of Rich
Coast, be advised that actual results and business performance may differ
materially from that projected or estimated in such forward-looking statements.
Rich Coast has attempted to identify in this document certain of the factors
that it currently believes may cause actual future experience and results to
differ from its current expectations. Differences may be caused by a variety of
factors, including but not limited to, adverse economic
conditions, entry of new and stronger competitors, inadequate capital and the
inability to obtain funding from third parties.
PART II-OTHER INFORMATION
ITEM 6 EXHIBITS
(a) Exhibit 3(i)- Articles of Incorporation. 1
Exhibit 3(ii)-Bylaws. 1
Exhibit 27.1-Financial Data Schedule. Filed herewith.
(b) No reports on Form 8-K were filed during the quarter ended 10/31/99.
1 Incorporated by reference from Registration Statement on Form S-3 and as
amended on Form SB-2, File No. 333-63289.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RICH COAST INC.
Date: March 16, 2000 by: /s/ Robert W. Truxell
-------------------------------
Robert W. Truxell, Chairman
Date: March 16, 2000 by: /s/ Michael M. Grujicich
-------------------------------
Michael M. Grujicich,
Chief Financial and Accounting
Officer