U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2000
[_] 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
Rich Coast Inc.
---------------
(Name of small business issuer in its charter)
Nevada 91-1835978
------ ----------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
6011 Wyoming Avenue, Dearborn, Michigan 48126
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(Address of principal executive offices)
Issuer's telephone number: 313-582-8866
10200 Ford Road, Dearborn, Michigan 48126
-----------------------------------------
(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
September 11, 2000 is 11,039,889 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.
Consolidated Financial Statements
July 31, 2000 and 1999
(Unaudited)
INDEX PAGE
- ----- ----
Consolidated Financial Statements
Consolidated Balance Sheet 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
2
RICH COAST INC.
Consolidated Balance Sheet
July 31, 2000
(Unaudited)
Assets
- ------
Current assets:
Cash and cash equivalents $ 10,933
Accounts receivable, net of allowance for uncollectible
accounts of $14,000 682,115
Prepaid expenses 16,950
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Total current assets 709,998
Property and equipment, net 3,383,589
Patent and technology, net 17,205
Deferred finance charges and deposits 110,511
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$ 4,221,303
=============
Liabilities and stockholders' deficit
- -------------------------------------
Current liabilities:
Current portion of long-term debt $ 3,596,571
Accounts payable and accrued liabilities 1,163,915
Accrued oil and waste treatment costs 422,109
Accrued interest 255,345
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Total liabilities (all current) 5,437,940
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Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized,
no shares issued
Common stock, $0.001 par value; 100,000,000 shares authorized,
11,039,889 issued and outstanding at July 31, 2000 11,040
Additional paid-in capital 27,767,269
Accumulated deficit (28,994,946)
-------------
(1,216,637)
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$ 4,221,303
=============
See notes to consolidated financial statements.
3
RICH COAST INC.
Consolidated Statements of Operations
Three Months Ended July 31, 2000 and 1999
(Unaudited)
2000 1999
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Sales $ 797,146 $ 603,649
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Operating expenses:
Cost of sales 324,999 267,960
General and administrative expenses 632,157 563,104
Sales and marketing expenses 43,133 35,895
Lawsuit settlement expense 0 50,000
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1,000,289 916,959
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Loss from operations (203,143) (313,310)
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Other expense:
Interest expense 93,471 54,690
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Net loss $ (296,614) $ (368,000)
============= =============
Basic and diluted net loss
per common share outstanding $ (0.03) $ (0.06)
============= =============
Weighted average number of common shares
outstanding 10,416,248 6,300,734
============= =============
See notes to consolidated financial statements.
4
RICH COAST INC.
Consolidated Statements of Cash Flows
Three Months Ended July 31, 2000 and 1999
(Unaudited)
2000 1999
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Net cash provided by (used in) operating activities $ (84,467) $ 16,969
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Net cash provided by (used in) investing activities:
Capital expenditures (97,484) (14,649)
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Net cash used in investing activities (97,484) (14,649)
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Net cash provided by (used in) financing activities:
(Decrease) increase in bank overdraft 0 (2,320)
Issuance of common stock for cash 225,000 0
Repayment of long-term debt (50,000) 0
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Net cash provided by (used in) financing activities 175,000 (2,320)
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Increase (decrease) in cash and cash equivalents (6,951) 0
Cash and cash equivalents, beginning 17,884 0
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Cash and cash equivalents, ending $ 10,933 $ 0
============= =============
Supplemental disclosure of cash flows information
Cash paid for interest $ 50,000 $ 50,000
============= =============
See notes to consolidated financial statements.
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RICH COAST INC.
Notes to Consolidated Financial Statements
Three Months Ended July 31, 2000 and 1999
(Unaudited)
1. BASIS OF PRESENTATION
These unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles 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, 2000 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
July 31, 2000 and the consolidated results of operations and the consolidated
statement of cash flows for the three months ended July 31, 2000 and 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:
Number of Price
Shares Per Share Amount
------ --------- ------
Three months ended July 31, 1999
Shares issued:
Lawsuit settlement 250,000 $0.20 $ 50,000
--------- ----- --------
250,000 $ 50,000
========= ========
Three months ended July 31, 2000
Shares issued:
For cash 1,125,000 $0.20 $225,000
--------- ----- --------
1,125,000 $225,000
========= ========
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3. SIGNIFICANT SALES CONCENTRATIONS
The Company's customers are concentrated in the Great Lakes region,
including Canada. During the three months ended July 31, 2000 and 1999,
approximately 14.3% and 13.6%, respectively, of total sales arose in Canada.
4. SUBSEQUENT EVENT
In August 2000, the Company sold its Ford Road facility for $450,000, which
produced a positive cash flow of $217,735 after payments of debt (includes land
contract principal balance of $75,525) and other obligations. During the quarter
ended October 31, 1999, the Company realized an impairment loss on the Ford Road
facility of $169,739.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following information should be read in conjunction with the unaudited
consolidated financial statements included herein which are prepared in
accordance with generally accepted accounting principles for interim financial
information.
Rich Coast's focus on implementing successful cattle slaughterhouse waste
stream clean up and waste recovery systems continues. The Company's first
production installation is expected to be completed by November 1, 2000 and
trial runs have produced savings in excess of estimates incorporated in the
Company's first contract which is for five years with a large cattle
slaughterhouse company. Future installations at this company's other locations
are now being planned for operation by year-end.
As previously reported, Rich Coast is also pursuing a contract with a pulp-
paper facility at which successful demonstrations have been made. Environmental
issues that have delayed contract development are now resolved and contract
negotiations are proceeding. Rich Coast management believes that the Company's
unique aeration technology, its successful demonstrations and competitive
pricing will result in a signed contract by December 31, 2000.
The sale of Rich Coast's Ford Road facility closed on August 11, 2000.
After payment of property taxes, legal fees, commissions, environmental costs
and pay off of its land contract, Rich Coast realized positive cash of $217,735.
On the date of closing, Rich Coast's headquarters and all of its operations were
transferred to its nineteen-acre terminal location at 6011 Wyoming Avenue,
Dearborn, Michigan 48126.
Consolidation of all operations at 6011 Wyoming Avenue required renovation
of an existing headquarters building at the Wyoming Avenue site. The cost of the
renovation approximated $22,000. More significantly, replication and expansion
of sludge handling facilities abandoned at the Ford Road site were required.
This requirement was met by installation of two larger and more efficient sludge
disposal pits costing $96,400 (of which approximately $20,900 was completed
prior to April 30, 2000 and approximately $75,500 was completed during the
quarter ended July 31, 2000). These commitments represent the only major capital
expenditures made by Rich Coast during its first quarter.
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The Company and its debenture holders entered into a standstill agreement
whereby the debenture holders have agreed not to take any action with respect to
exercising their conversion rights or declaring the debentures to be in default
through November 2000. The standstill agreement required the Company, among
other actions, to make payments on the debentures of $50,000 in June 2000
(completed), $25,000 in August 2000 (completed) and $25,000 in September 2000;
timely registration of shares underlying the possible conversion of the
debentures; and the Company completing the next phase of equity funding under
its financing agreement as disclosed in the April 30, 2000 Form 10-KSB.
Results of Operation
- --------------------
Sales increased $193,497, or 32.1%, from $603,649 during the three months
ended July 31, 1999 to $797,146 during the three months ended July 31, 2000.
This increase is a result of retaining the Company's existing customer base in
conjunction with adding new business through the efforts of two recently hired
sales people.
Cost of sales increased $57,039, or 21.3%, from $267,960 during the three
months ended July 31, 1999 to $324,999 during the three months ended July 31,
2000. This increase directly relates to the increase in sales. Furthermore, cost
of sales as a percentage of sales decreased 8.1%, from 44.4% during the three
months ended July 31, 1999 to 40.8% during the three months ended July 31, 2000.
This decrease is partly due to lower landfill costs.
General and administrative expenses increased $69,053, or 12.3%, from
$563,104 during the three months ended July 31, 1999 to $632,157 during the
three months ended July 31, 2000. This increase is partly due to higher payroll
and payroll related expenses.
Sales and marketing expenses increased $7,238, or 20.2%, from $35,895
during the three months ended July 31, 1999 to $43,133 during the three months
ended July 31, 2000. This increase is mostly due to higher travel, meal and
entertainment expenses.
During the three months ended July 31, 1999, the Company incurred $50,000
of lawsuit settlement expense involving Comer Holdings, Ltd.
Interest expense increased $38,781, or 70.9%, from $54,690 during the three
months ended July 31, 1999 to $93,471 during the three months ended July 31,
2000. The increase was primarily due to higher interest rates and debt finance
costs.
Net loss decreased $71,386, or 19.4%, from $368,000 during the three months
ended July 31, 1999 to $296,614 during the three months ended July 31, 2000. Net
loss per common share decreased $0.03, or 50%, from $0.06 per share during the
three months ended July 31, 1999 to $0.03 per share during the three months
ended July 31, 2000. Net loss per common share was impacted by an increase in
the weighted average number of common shares of 4,115,514.
8
Liquidity and Capital Resources
- -------------------------------
The Company's financial statements for the three months ended July 31, 2000
have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business. For the three months ended July 31, 2000, the Company reported a
net loss of $296,614 and has a stockholders' deficit of $1,216,637. At July 31,
2000, a significant portion of the Company's debt is currently due and the
Company has a working capital deficit of $4,727,942. The Company has also
experienced difficulty and uncertainty in meeting its liquidity needs. The
Independent Auditors' Report on the Company's financial statements as of and for
the year ended April 30, 2000 included a "going concern" explanatory paragraph
which means that the Auditors expressed substantial doubt about the Company's
ability to continue as a going concern. Management's plans to address these
concerns include:
(a) Waste processing at customers' sites
Management has developed plans to consider shifting from processing waste
treatment at the Company's facilities to processing waste directly at customer
sites, which management believes may result in increased profit margins. The
Company has entered into a contract with a slaughterhouse to implement customer
site waste treatment during the fall of 2000.
Upon evaluation of this initial contract, management will determine the
extent to which the Company will pursue customer site waste treatment versus
using its current facilities.
(b) Sale of Ford Road facility and consolidation of operating sites
The Company sold its Ford Road facility for $450,000 in August 2000, which
produced a positive cash flow of $217,735 after payment of a $75,525 land
contract and certain other obligations. The Company intends to use the proceeds
for other working capital purposes. Management consolidated its waste processing
operations at its Wyoming Terminal facility and expects to gain cost
efficiencies and savings through this process.
(c) Financing agreement
The Company has a signed agreement with an investment banker that will
provide up to $2,000,000 of either equity or debt financing upon the Company
meeting certain operating conditions, some of which pertain to the results of
the Company's initial customer site waste processing. Through July 31, 2000,
$825,000 ($225,000 during the quarter ended July 31, 2000) of equity financing
has been provided in exchange for the issuance of 4,125,000 shares of common
stock (1,125,000 shares during the quarter ended July 31, 2000). An additional
$175,000 has been scheduled for delivery during 2000.
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(d) Other plans
Management is pursuing negotiations with current debt holders to modify the
terms of the agreements, including possible extension of due dates. Management
is also evaluating the potential sale of other Company assets, including the
Company's pipeline.
The financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unsuccessful in
implementing these plans, or otherwise unable to continue as a going concern.
Prospects for Rich Coast's fiscal year beginning May 1, 2000 are
significantly better than at any previous time in the Company's history because
of its emphasis on more profitable off-site installations of proprietary Rich
Coast systems, its first long-term contract with a cattle slaughterhouse
company, and reduced overhead resulting from the sale of its Ford Road facility.
Improved profitability from off-site operations should result from
efficiencies realized by processing a consistent waste stream on a continuous
basis, and by eliminating the transportation and associated loading and
unloading costs when waste materials must be delivered to treatment and disposal
sites. Also of major significance is Rich Coast's proprietary system for
aeration and flocculation of waste streams, so that marketable products are
recovered while cleaning up the waste stream sufficiently to meet environmental
standards. This avoids costly waste stream disposal surcharges and, in some
cases, allows recycling of the waste water.
While Rich Coast concentrates on growing its off-site business the Company
will continue to improve its waste treatment business at its Dearborn, Michigan
facility. The revenue growth rate of 28.2% for the fiscal year ended April 30,
2000 is a growth rate expected to be exceeded as a result of: (i) on-site
operations being consolidated at the Company's Wyoming Avenue terminal in
Dearborn, Michigan in July 2000; and (ii) operations at cattle slaughterhouse
facilities.
Improvements planned for the Wyoming Avenue terminal include new and more
efficient dumping pits, which will also increase capacity. These pits will be
housed in a pre-fabricated steel structure, which will be approximately 18,000
square feet in size and designed to accommodate supplemental pit waste
processing equipment designed to reduce costs and further increase capacity. If
business cash flow continues to improve from its slaughterhouse operations
contract and consolidated operations at Wyoming Avenue, the planned improvements
can be funded without additional equity financing. However, as customer demands
or cash flow dictate, then any additional available equity financing will be
used as required.
During the three months ended July 31, 2000, net cash used in operating
activities was approximately $84,000. Net cash provided by operating activities
during the three months ended July 31, 1999 was approximately $17,000. Net cash
used in operating activities during the three months ended July 31, 2000
includes the net loss for the three months of approximately $297,000 reduced by
non-cash expenses and a net change in operating assets and liabilities of
approximately $213,000. Net cash provided by operating activities during the
three months ended July 31, 1999 includes the net loss for the three months of
$368,000 reduced by non-cash expenses and net changes in operating assets and
liabilities of approximately $385,000.
10
Cash flows used in investing activities was approximately $97,000 during
the three months ended July 31, 2000 compared to $15,000 during the three months
ended July 31, 1999. During the three months ended July 31, 2000, the Company
spent $97,484 on capital expenditures. There were no outstanding commitments for
capital expenditures at July 31, 2000.
Cash flows provided by financing activities was approximately $175,000
during the three months ended July 31, 2000 compared to cash flows used in
financing activities of $2,000 during the three months ended July 31, 1999.
During 1999, the Company had a bank overdraft. During 2000, the Company sold
1,125,000 shares of common stock exchange for cash of $225,000 and repaid
approximately $50,000 of long-term debt.
Changes in Financial Condition
- ------------------------------
Rich Coast obtained $225,000 of equity financing during the first quarter
ended July 31, 2000 through the sale of 1,125,000 shares of common stock at
$0.20 per share. Net losses for the three months ended July 31, 2000 totaled
$296,614. 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 the installation of waste treatment systems at
waste generator's sites. With cash of $10,933 as of July 31, 2000 plus $217,735
of positive cash flow from the close of sale of the Ford Road property in August
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 2. CHANGES IN SECURITIES
(a) Rich Coast, Inc. completed a private placement on June 20, 2000 for
aggregate gross proceeds of $225,000 to AnimaSGRpa/Rubrica Anima Fondo Trading,
an entity based in Milano, Italy and an accredited investor, in a transaction
exempt under Regulation S and Rule 506 of Regulation D of the Securities Act of
1933. AnimaSGRpa received 1,125,000 shares of the Company's common stock at
$0.20 per share. No commissions were paid on the transaction.
Forward-Looking Statements
- --------------------------
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.
11
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.
ITEM 6. EXHIBITS
(a) Exhibit 3.1 Articles of Incorporation. /(1)/
Exhibit 3.2 Bylaws. /(1)/
Exhibit 27.1 Financial Data Schedule. Filed herewith.
_____________
(1) Incorporated by reference from Registration Statement on Form S-3 and
as amended on Form SB-2, File No. 333-63289.
(b) No reports on Form 8-K were filed during the quarter ended 7/31/2000.
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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: September 19, 2000 By: /s/ James P. Fagan
------------------------------
James P. Fagan, President and
Chief Executive Officer
Date: September 19, 2000 By: /s/ Michael M. Grujicich
------------------------------
Michael M. Grujicich, Chief
Financial and Accounting
Officer
13