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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Year ended December 31, 1999
Commission File Number: 0-27968
METEOR INDUSTRIES, INC.
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(Exact Name of Issuer as Specified in its Charter)
COLORADO 84-1236619
- ------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1401 BLAKE STREET, SUITE 200, DENVER, COLORADO 80202
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(Address of Principal Executive Offices)
Issuer's telephone number including area code: (303)572-1135
Securities registered under to Section 12(b) of the Exchange Act: None.
Securities registered under to Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
Title of Class
Check whether the issuer (1) has 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 [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to
this Form 10-K [ ]
At April 13, 2000, 3,656,567 shares of Common Stock (the Registrant's only
class of voting stock) were outstanding. The aggregate market value of the
Common Stock on that date held by non-affiliates was approximately $5,262,324.
DOCUMENTS INCORPORATED BY REFERENCE: See pages 18-22.
PART I
ITEM 1. BUSINESS
GENERAL
Meteor Industries, Inc. and certain subsidiaries ("Meteor") own, operate and
acquire independent refined petroleum product distribution companies. These
marketing companies sell gasoline, diesel fuel, lubricants, propane and
convenience store items. Meteor has grown through the acquisition of
profitable companies in this consolidating industry. Management of Meteor has
determined that there are many acquisitions and other opportunities available
in this industry. Management believes that Meteor has become a leading
consolidator of such distributors in the Rocky Mountain Region and Western
United States. Since 1993, Meteor has completed eleven major acquisitions,
nine of which have been acquisitions of petroleum distributors.
HISTORY
Meteor was incorporated in Colorado on December 22, 1992, to purchase all the
outstanding common stock of Graves Oil & Butane Co., Inc. ("Graves").
In January 1994, Meteor completed an initial public offering of 200,000 shares
of its Common Stock pursuant to Regulation A under the Securities Act of
1933. The net proceeds of this offering to the Company was approximately $.8
million.
In June 1995, Meteor purchased all of the outstanding shares of Meteor Stores,
Inc. ("MSI"), headquartered in Las Cruces, New Mexico. MSI is the operator of
all Meteor convenience stores. In connection with the acquisition of MSI,
Meteor sold 365,000 shares of its common stock for $.8 million in cash.
In October 1995, Meteor formed Meteor Marketing, Inc. ("MMI"), a Colorado
corporation, as a wholly owned subsidiary to hold the stock of its petroleum
distribution subsidiaries and operate those companies separately from Meteor's
other activities.
In November 1995, Meteor issued 1,745,000 shares of its common stock in
exchange for all of the outstanding stock of Capco Resources, Inc. ("CRI"), a
Delaware corporation. As a result of this transaction, there was a change in
control of the Company. Accordingly, the transaction was considered a reverse
acquisition for accounting purposes and the assets of Meteor were revalued to
their fair value at the date of the transaction.
In June 1996, a limited liability company, of which Meteor owns 50%, acquired
a convenience store for $0.6 million using financing through Phillips
Performance Fund. Simultaneously, the Company purchased all of the inventory,
dealer business and lubricant customers of Duke City Distributing Company
(Albuquerque, New Mexico).
In February 1997, Meteor acquired certain assets of Tedken Oil Co, a
convenience store and a 24-hour automated fueling facility (a commercial
cardlock). Tedken Oil Co. was located in Farmington, New Mexico. In
connection with this acquisition, Meteor raised $0.5 million in cash through
the sale of 130,000 shares of common stock and 130,000 warrants with an
exercise price of $5.00 per share.
In June 1997, Meteor completed a public offering of 690,000 shares of its
common stock and 690,000 warrants. Net proceeds from this offering totaled
approximately $3.1 million.
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In August 1997, Meteor acquired all of the common stock of Fleischli Oil
Company, Inc. ("Fleischli") for $4.9 million. Fleischli is a petroleum
marketing and distribution company doing business in Colorado, Wyoming, South
Dakota, Nevada, Utah, Montana, Nebraska and Idaho. Fleischli sells large
volumes of fuel and lubricants to industrial users throughout these states,
concentrating on the mining industry.
In June 1998, Meteor acquired all of the common stock of Tri-Valley Gas Co.
("Tri-Valley") for $2.4 million in cash and a $0.6 million promissory note.
Tri-Valley is a petroleum marketing and distribution company doing business in
Colorado.
In November 1998, Meteor acquired certain assets of R & R Oil Company ("R &
R") for $0.9 million in cash and $1.2 million in notes. R & R was a petroleum
marketing and distribution company doing business in Wyoming.
In April 1999, Meteor acquired certain assets of Carroll Oil Company ("Carroll
Oil") for $1.2 million in cash and a $0.4 million promissory note. Carroll
Oil was a petroleum marketing company doing business in northeastern Colorado.
In December 1999, Meteor sold its retail store operating subsidiary, including
all of its retail store operations, for $1.5 million: $0.2 million in cash
paid in January 2000 and a $1.3 million secured note. Meteor sold its retail
store operating subsidiary to allow the Company to focus on its core business
of commercial, wholesale and cardlock petroleum distribution.
THE PETROLEUM DISTRIBUTION INDUSTRY
The Department of Energy estimates that the total volume of refined petroleum
products sold in the United States is approximately 815 million gallons per
day. Refined petroleum products are generally distributed by three types of
entities: pipeline companies that distribute directly to large end-users, such
as utilities and airports; major oil companies that often supply their own
retail outlets and are normally focused on urban areas; and independently-
owned wholesale petroleum distributors.
According to Petroleum Marketers Association of America there are approx-
imately 7,850 independent petroleum distributors in the United States that
distribute approximately 33% of all refined petroleum products sold in the
United States. Due to these industry characteristics, as well as the relative
absence of industry consolidators, the owners of independent petroleum
businesses, a majority of which are smaller owner-operators, have limited
alternatives to sell their operations. The Company believes these factors
create an opportunity for it to be a part of the consolidation of this
industry and accomplish additional acquisitions in its existing region and in
additional market areas.
PETROLEUM MARKETING OPERATIONS
Meteor operates its petroleum marketing business primarily from its Colorado,
New Mexico and Wyoming offices. The Company operates this business through
Meteor Marketing, Inc. and its subsidiaries, Graves Oil & Butane Co., Inc.,
Fleischli Oil Company, Inc. and Tri-Valley Gas Co. (hereinafter collectively
referred to as the "Company").
The commercial and wholesale diesel fuel, gasoline and lubricant operations
are the largest part of the Company's business. These operations have supply
agreements with customers that include truck stops, retail gasoline service
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stations, convenience stores, construction companies, commercial fleet
distribution centers, the federal government, mining companies and utilities.
The commercial/wholesale operation has distributor agreements with Phillips
Petroleum Company, Sun Lubricants, Conoco, Inc., Amoco Petroleum Products,
Exxon Lubricants, Ultramar Diamond Shamrock Corp., Sinclair Oil Company, Shell
Oil Company, Texaco Refining and Marketing, Inc., Frontier Oil and Refining
Company, and Fina Oil Company. These distributor agreements allow the Company
to purchase petroleum products at wholesale prices directly from distribution
centers, pipeline terminals and refineries controlled by these large oil
producer/refiners. The Company is then authorized to resell those products to
its customers.
The Company's distribution agreements generally have three-year terms. The
distribution agreements do not provide for an exclusive territory and can be
terminated by either party upon 30 days notice. There can be no assurance
that these agreements will not have to be renegotiated or that they will be
renewed. Although the Company is a relatively large and long standing
distributor of products in the states where the Company operates, it is
possible the Company could lose such contracts. In such an event, the
Company's operations could be adversely impacted. If such contracts were
lost, management would attempt to persuade the Company's customers to switch
to other oil company brands with which it has a contract. The Company could
also buy and sell fuel as an unbranded independent, however sales volumes
and/or margins could decrease if the Company loses access to branded products.
Many of the Company's wholesale customers operate retail gasoline service
stations under the banners of various major oil companies. The banner
arrangements require that a retail operator purchase fuel exclusively from a
distributor, such as the Company, who is authorized to sell branded products.
On occasion the Company has supplied new signage and other improvements to
retailers so they would switch to a Company brand. The Company's suppliers
may subsidize such improvements by providing discounts to the Company or by
forgiving certain obligations based on the volume of product sold to such
retailer.
The Company also markets its products to commercial and governmental accounts
through direct selling efforts of the Company. The majority of the Company's
revenues come from repeat orders from existing customers. The Company also
advertises in trade journals and attends industry trade shows in its markets.
The Company's wholesale transactions and most of its commercial sales begin
with the loading of the Company's trucks at pipeline terminals, refineries or
storage facilities. When delivered in transport quantities, the trucks
deliver the inventory directly to the customer with no intermediate storage of
fuel. The distribution process for bulk fuel products, from pick-up to
delivery to customers, is typically completed in less than two days.
The Company's wholesale/commercial customers are located in New Mexico,
Wyoming, Colorado, Arizona, South Dakota, Nebraska, Utah, Montana, Nevada and
Idaho. No customer accounts for more than 10% of the Company's sales.
The Company's retail operations consist of ownership in retail outlets which
include service stations, convenience stores and lube pits. All such outlets
are leased to third parties. The retail outlets sell gasoline, propane and
other petroleum products directly to the general public. The retail outlets
also sell food and tobacco products as a convenience to their customers. The
Company sold its retail operations subsidiary in December 1999 to allow the
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Company to focus on its core business of commercial, wholesale and cardlock.
The Company supplies 63 branded dealers and 12 unbranded dealers.
The Company has 17 owned and operated automated cardlock locations plus 5 CFN
net sites. The cardlock systems provide 24-hour-per-day access to fuel
dispensing facilities for commercial fleet customers and customers with
automated debit cards. The cardlock systems do not require that a Company
employee be present to process the fuel purchase. The cardlock facilities are
primarily used by commercial fleet operators in order to take advantage of
automated transaction process technology which allows a user to insert a "user
card" activating the fuel dispenser and records the transaction. The
Company's strategy contemplates increasing the number of cardlock facilities
that the Company owns or controls.
The Company also has wholesale, retail and commercial propane operations. In
November 1993, Graves reentered the residential propane markets in Farmington,
New Mexico. In 1996, Graves became a 33% owner of a residential propane
company in Albuquerque, New Mexico. The 1998 acquisition of Tri-Valley
included wholesale, retail and commercial propane operations in Colorado.
Management of the Company believes that the residential propane market
provides a significant opportunity for growth. As of the date of this Annual
Report, the Company has over 2,900 residential and over 260 commercial propane
customers and continues to actively market this product and service.
Management of the Company is actively seeking other propane opportunities in
its market areas.
SABA POWER COMPANY LTD.
Saba Power Company Ltd. ("Saba Power") is a limited liability corporation in
Pakistan. It was established in early 1995 to pursue development of a power
plant project in Pakistan. As discussed below, the Company has an interest in
Saba Power, which has a power plant project under construction 40 miles from
Lahore, Pakistan (the "Power Project"). Estimated costs for the 125 megawatt
plant are approximately $160 million. Construction activity was completed in
December of 1999 and the plant began selling electricity in January. Due to
the political situation in Pakistan, the debt financing relating to the
project is expected to be restructured so that substantially all of the cash
flow over approximately the next eight years will be applied to paying down
debt.
At December 31, 1998, the Company had invested $0.7 million for a 1.5%
interest in the Power Project. The Company is not required to invest any
additional capital related to the Power Project. If costs of the project
exceed budget and capital is required, then the Company will have the choice
of investing more capital or suffering ordinary dilution to its ownership
interest without incurring any penalties.
ENVIRONMENTAL CONSULTING
In August of 1996, the Company acquired Innovative Solutions and Technologies,
Inc. ("IST"), a Colorado corporation, which provides environmental consulting
services. IST provides consulting services to outside clients as well as
Meteor and its affiliates.
INSURANCE
The Company has a commercial liability policy, an umbrella policy, workmen's
compensation, as well as other policies covering damage to its properties.
These policies cover Company facilities, employees, equipment, inventories and
5
vehicles in all states of operation. While management believes the Company's
insurance coverage is adequate for most foreseeable problems, and is
comparable with the coverage of other companies in the same business and of
similar size, its coverage does not protect the Company for most third party
liabilities relating to damage of the environment. Such environmental related
coverage to third parties, is generally unavailable or available only at a
prohibitive cost.
COMPETITION AND MARKETS
The petroleum marketing business is highly competitive. The Company competes
on the basis of price, service and corporate capabilities. In all phases of
its operations, the Company encounters strong competition from a number of
companies, including some very large companies. Many of these larger
competitors possess and employ financial and personnel resources substantially
in excess of those which are available to the Company. The Company's
marketing division also competes with integrated oil companies which in some
cases own or control a majority of their own marketing facilities. These
major oil companies may offer their products to the Company's competitors on
more favorable terms than those available to the Company from its suppliers.
A significant number of companies, including integrated oil companies and
petroleum products distribution companies, distribute petroleum products
through a larger number of facilities than the Company.
The wholesale and commercial distribution of petroleum products is a highly
competitive industry. This competition generally comes from other privately
held petroleum jobbers operating in the same geographic region as the Company.
The competition is primarily focused on the government contract and commercial
fleet segments of the business. The government contract business is awarded
via a lowest sealed bid process and the Company competes heavily with several
wholesale distributors. Competition also occurs for the gasoline service
station customers. In competing for this segment of the business, a customer
must be convinced to change the "brand" of the station (i.e., convert a
station or store from Texaco to Phillips 66). A change of brands can be
expensive and disruptive to the operations of the gasoline service station and
therefore does not occur frequently.
The gasoline retail industry is highly competitive, fragmented and region-
alized. It is characterized by a few large companies, some medium-sized
companies and many small, independent companies. Several competitors are
substantially larger and have greater resources than the Company. The
Company's largest competitors include Seven-Eleven, Ultramar Diamond Shamrock,
Giant Industries and other major oil companies that own and operate their own
stores in the Company's market areas such as Conoco, Texaco and Phillips 66.
The Company also competes with other convenience stores, small supermarkets,
grocery stores and major and independent gasoline distributors who have
converted units to convenience stores.
GOVERNMENTAL REGULATIONS
ENVIRONMENTAL MATTERS
Various federal and state statutes are designed to identify environmental
damage, identify hazardous material and operations, regulate operations
engaged in hazardous activities and establish procedures for remedial action.
The Company is inspected on a regular basis by both federal and state
environmental authorities. The Environmental Protection Agency ("EPA") and
the various states the Company operates in have instituted environmental
compliance regulations designed to prevent leakage and contamination from
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underground storage tanks. The Company continually expends capital when
complying with changing environmental regulations and expects to spend about
$0.1 million a year on environmental compliance.
Various states have established Trust Funds for the clean up of contaminated
underground sites. Under most circumstances, the Company's exposure is
limited to $10,000 per location, beyond which the state clean-up fund assumes
responsibility. Assistance is not available to repair or replace underground
tanks or equipment. The law specifies requirements which must be met for an
applicant to be eligible, it includes a provision that payments will be made
in accordance with regulations and it states that payments from the Trust
Funds are limited to amounts in the fund. There can be no assurance that the
Trust Funds will have sufficient capital, or will agree, to fund remediation
of any particular problem.
ENVIRONMENTAL COMPLIANCE. The Company's Regulated Environmental Activities
are subject to an extensive variety of evolving federal, state and local laws,
rules and regulations governing the storage, transportation, manufacture, use,
discharge, release and disposal of product and contaminants into the
environment, or otherwise relating to the protection of the environment.
While not all-inclusive, exhaustive or complete, below is a listing of the
more significant environmental laws which potentially impact the Company's
Regulated Environmental Activities:
RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AS AMENDED IN 1984 ("RCRA").
The United States Congress enacted RCRA in 1976 and amended it in 1984. RCRA
established a comprehensive regulatory framework for the management of
hazardous wastes at active facilities. RCRA creates a "cradle to grave"
system for managing hazardous wastes. Those who generate, transport, treat,
store or dispose of waste above certain quantities are required to undertake
certain performance, testing and record keeping. The 1984 amendments to RCRA,
known as Hazardous Solids Wastes Act ("HSWA"), increased the scope of RCRA to
regulate small quantity hazardous waste generators and waste oil handlers and
recyclers as well as require the identification and regulation of underground
storage tanks in which liquid petroleum or hazardous substances were stored.
HSWA and its implementing regulations require the notification to designated
state agencies of the existence and condition of regulated underground storage
tanks and impose design, construction and installation requirements; leak
detection, spill/over fill protection, reporting, and cleanup requirements;
tank closure and removal requirements; and fiscal responsibility requirements.
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980
("CERCLA" OR "SUPERFUND") AS AMENDED IN 1982. CERCLA established the
Superfund program to clean up inactive sites at which hazardous substances had
been released. Superfund has been interpreted to create strict, joint and
several liability for the costs of removal and remediation, other necessary
response costs and damages for injury to natural resources. Superfund
liability extends to generators of hazardous substances, as well as to (i) the
current owners and operators of a site at which hazardous substances were
disposed; (ii) any prior owner or operator of the site at the date of
disposal; and (iii) waste transporters who selected such facilities for
treatment or disposal of hazardous substances. CERCLA allows the EPA to
investigate and remediate contaminated sites and to recover the costs of such
activities (response costs), as well as damages to natural resources, from
parties specified as liable under the statute. CERCLA also authorizes private
parties who incur response costs to seek recovery from statutorily liable
parties. CERCLA was amended by the Superfund Amendments and Reauthorization
Act of 1986 ("SARA"). SARA provides a separate funding mechanism for the
clean up of underground storage tanks. CERCLA excludes petroleum including
7
crude oil or any fraction thereof, with certain limitations from the
definition of "hazardous substances" for which liability for clean up of a
contaminated site will attach. This exclusion also applies to those otherwise
hazardous substances which are inherent in petroleum, but not to those added
to or mixed with petroleum products.
THE CLEAN WATER ACT OF 1972, AS AMENDED (THE "CLEAN WATER ACT"). The Clean
Water Act establishes water pollutant discharge standards applicable to many
basic types of manufacturing facilities and imposes standards on municipal
sewage treatment plants. The Clean Water Act requires states to set water
quality standards for significant bodies of water within their boundaries and
to ensure attainment and/or maintenance of those standards. Many industrial
and governmental facilities must apply for and obtain discharge permits,
monitor pollutant discharges and under certain conditions reduce certain
discharges.
FEDERAL OIL POLLUTION ACT OF 1990 ("OPA"). The OPA amends the Clean Water Act
and expands the liability for the discharge of oil into navigable waters.
Liability is triggered by discharge or substantial threat of a discharge of
oil into navigable waters. OPA defines three classes of parties subject to
liability: (1) owners, operators, and persons chartering vessels; (2) lessees
and permits of areas where off-shore facilities are located; and (3) owners
and operators of on-shore facilities.
THE CLEAN AIR ACT OF 1970, AS AMENDED (THE "CLEAN AIR ACT"). The Clean Air
Act required the EPA to establish and ensure compliance with national ambient
air quality standards ("NAAQS") for certain pollutants. The NAAQS generally
are to be achieved by the individual states through state implementation plans
("SIPs"). SIPs typically attempt to meet the NAAQS by, among other things,
regulating the quantity and quality of emissions from specific industrial
sources. As required by the Clean Air Act, the EPA also has established
regulations that limit emissions of specified hazardous air pollutants and has
established other regulations that limit emissions from new industrial sources
within certain source categories. The Clean Air Act was amended extensively
in 1990, to, among other things, impose additional emissions standards that
must be implemented by the EPA through regulations.
THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT ("EPCRA"). EPCRA was
passed as a part of the Superfund Amendments and Reauthorization Act (SARA).
EPCRA requires emergency planning notification, emergency release
notification, and reports with respect to the storage and release of specified
chemicals. Industry must provide information to communities regarding the
presence of hazardous and extremely hazardous substances at facilities within
those communities.
THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION ACT ("OSHA"). OSHA
regulates exposure to toxic substances and other forms of workplace pollution
and hazards. The Department of Labor administers OSHA. OSHA specifies
maximum levels of toxic substance exposure. OSHA also sets out a
"right-to-know" rule which requires that workers be informed of, and receive
training relating to, the physical and health hazards posed by hazardous
materials in the workplace.
OTHER STATE, AS WELL AS, LOCAL GOVERNMENT REGULATION. Many states have been
authorized by the EPA to enforce regulations promulgated under various federal
statutes. In addition, there are numerous other state as well as local
authorities that regulate the environment, some of which impose more stringent
environmental standards than Federal laws and regulations. The penalties for
violations of state laws vary but typically include injunctive relief,
8
recovery of damages for injury to air, water or property, and fines for
non-compliance.
REGULATORY STATUS AND POTENTIAL ENVIRONMENTAL LIABILITY. The operations and
facilities of the Company are subject to numerous federal, state and local
environmental laws and regulations including those described above, as well as
associated permitting and licensing requirements. The Company regards
compliance with applicable environmental regulations as a critical component
of its overall operation and devotes significant attention to protecting the
health and safety of its employees and to protecting the Company's facilities
from environmental problems. Management believes that the Company has
obtained or applied for all permits and approvals required under existing
environmental laws and regulations to operate its current business. In light
of coverage of the state reimbursement funds and certain indemnification
provisions included in various acquisition contracts, Management does not
believe that any pending or threatened environmental litigation or enforcement
action(s) will materially and adversely affect the Company's business. While
the Company has implemented appropriate operating procedures at each of its
facilities designed to assure compliance with environmental laws and
regulations, given the nature of its business, the Company always is subject
to environmental risks and the possibility remains that the Company's
ownership of its facilities and its operations and activities could result in
civil or criminal enforcement and public as well as private action(s) against
the Company, which may necessitate or generate mandatory clean up activities,
revocation of required permits or licenses, denial of application for future
permits, or significant fines, penalties or damages, any and all of which
could have a material adverse effect on the Company.
EMPLOYEES
The Company employs approximately 340 people, none of whom are represented by
any collective bargaining organizations. Management considers its employee
relations to be satisfactory at the present time.
ITEM 2. PROPERTIES
The Company leases its corporate office in Denver, Colorado from a joint
venture that owns the building. Meteor owns 25% of the joint venture.
The Company operates two offices for accounting and operations, one in Denver,
Colorado and one in Cheyenne, Wyoming.
The Company operates fourteen terminals/bulk plants/warehouse combinations.
Three are located in New Mexico, four in Wyoming, six in Colorado and one in
Nevada.
The Company owns an interest in nine retail locations located in New Mexico
and Colorado which are leased to a third party operator.
The Company operates seventeen cardlock facilities, of which twelve are owned.
Four are located in New Mexico, seven in Colorado, five in Wyoming and one in
Nevada.
The Company owns a substantial amount of personal property, including above
and below ground tanks located at its bulk plants, warehouses, convenience
stores and cardlocks described above. It also owns approximately 2,600
portable above ground fuel and propane tanks, 5 automobiles, 108 trucks/
bobtails, 59 tractors/trucks, 114 trailers and 10 forklifts. The Company also
leases approximately 18 tractors/trucks under operating leases.
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ITEM 3. LEGAL PROCEEDINGS
The Company is a party to certain litigation that has arisen in the normal
course of its business and that of its subsidiaries. In the opinion of
management, none of this litigation is likely to result in a material effect
on the Company's financial position or results of operation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the calendar year covered by this annual report,
no matter was submitted to a vote of the Company's shareholders through the
solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
PRICE RANGE OF COMMON STOCK
Prices for the Common Stock are quoted on the NASDAQ Small Cap.
Bid
Period High Low
Quarter Ended March 31, 1998. . . . . . $4.38 $2.63
Quarter Ended June 30, 1998 . . . . . . $4.50 $2.81
Quarter Ended September 30, 1998. . . . $4.44 $3.63
Quarter Ended December 31, 1998 . . . . $3.38 $3.00
Quarter Ended March 31, 1999. . . . . . $3.00 $2.38
Quarter Ended June 30, 1999 . . . . . . $3.50 $2.50
Quarter Ended September 30, 1999. . . . $4.06 $3.13
Quarter Ended December 31, 1999 . . . . $3.50 $2.63
__________________
As of the date of this report, there were approximately 61 record holders of
the Company's Common Stock. Based on securities position listings, the
Company believes that there are approximately 501 beneficial holders of
the Company's Common Stock.
DIVIDENDS
The Company has paid no cash dividends on its Common Stock and has no present
intention of paying cash dividends in the foreseeable future. It is the
present policy of the Board of Directors to retain all earnings to provide for
the growth of the Company. Payment of cash dividends in the future will
depend, among other things, upon the Company's future earnings, requirements
for capital improvements and financial condition. The Company's ability to
pay any cash dividends on the Company's Common Stock in the future are limited
by the dividend requirements of the Preferred Stock of a Subsidiary.
PRIVATE SALES OF SECURITIES
During the years ended December 31, 1999, 1998 and 1997, the Company sold
shares of its Common Stock and issued warrants and options the underlying
shares for which were not registered under the Securities Act of 1933, as
amended, as follows:
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In 1997, the Company sold shares, and warrants to purchase the Company's
Common Stock, to 16 accredited investors in a private offering. A total of
130,000 shares of Common Stock and 130,000 warrants were sold in this offering
for an aggregate of $0.5 million in cash. The Company paid no commissions in
connection with this offering. Each warrant allowed the holder to purchase one
share of Common Stock at $5.00 per share from March 28, 1998, until March 27,
1999. These warrants expired in 1999.
In 1997, the company sold redeemable warrants to purchase up to 690,000 shares
of Common Stock as part of a public offering. In May of 1999, the Company
extended by two years the expiration date of its publicly traded warrants
(NASDAQ-METRW). The 690,000 common stock purchase warrants now expire on June
4, 2001.
In 1998, the Company issued 10,164 shares for services and 401(K) matching.
In 1998, the Company issued a total of 560,000 warrants in exchange for
services by non-employees and non-affiliates. The average exercise price of
these options and warrants was $3.67 per share. In 1998, 350,000 of these
warrants were cancelled. In 1999, 210,000 of these warrants expired.
During January 1999, the Company issued 300 shares of Series B preferred stock
with extraordinary voting rights. This was done in order to ensure that the
Company's current board members remained in control of Meteor until such time
as Nevada Manhattan Group Inc. delivered a valuable contract to Meteor as
required by written agreement. Since the Nevada Manhattan transaction has
been rescinded, Meteor has redeemed and canceled all of the Series B preferred
stock in February 2000.
In April of 1999, the Company issued 113,750 warrants to outside consultants.
The warrants have an exercise price of $2.90 per share and expire in April
2003.
In September of 1999, the Company issued 64,000 shares and guaranteed a note
of $1,350,000 in exchange for a 25% interest in the office building in which
the Company's offices are located.
In 1999, the Company issued 33,939 shares for 401(K) matching.
ITEM 6. SELECTED FINANCIAL DATA
Effective November 2, 1995, Meteor Industries, Inc., acquired 100% of the
issued and outstanding common stock of Capco Resources Inc. ("CRI") in
exchange for 1,745,000 shares of Meteor common stock. The acquisition was
treated as a reverse acquisition of Meteor by CRI. Accordingly, the results
of operations of CRI are included in the following financial information since
inception of CRI. The results of operations of Meteor are included in the
following financial information since November 2, 1995, the effective date of
the acquisition.
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STATEMENT OF OPERATIONS DATA:
(Dollars in Thousands, Except Per Share Data)
For the Years Ended December 31,
1999 1998 1997 1996 1995
--------- ------- --------- -------- --------
Sales $155,211 $118,362 $88,440 $59,984 $9,828
Cost of sales 130,417 97,558 75,439 49,644 7,373
Operating expenses 23,232 17,905 11,814 9,119 2,395
Other income (expense) (602) (348) 397 (79) (71)
Income (loss) from
continuing operations 259 1,168 601 462 (74)
Income from discontinued
operations -0- -0- -0- -0- 1,871
Net income $ 259 $ 1,168 $ 601 $ 462 $1,796
Earnings (loss) per share:
Basic
Continuing operations $ .07 $ .31 $ .16 $ .15 $ (.15)
Discontinued operations -- -- -- -- 3.82
Net income .07 .31 .16 15 3.67
Diluted:
Continuing operations $ .07 $ .31 $ 0.16 $ .14 $ (.15)
Discontinued operations -- -- -- -- 3.80
Net income $ .07 $ .31 $ 0.16 $ .14 3.65
Weighted average number of
common shares and common
share equivalents:
Basic 3,454,146 3,792,197 3,821,061 3,184,397 489,035
Diluted 3,459,798 3,796,864 3,862,826 3,227,496 492,535
BALANCE SHEET DATA:
(Dollars in Thousands)
At December 31,
1999 1998 1997 1996 1995
-------- -------- -------- ------- ---------
Current Assets $ 22,310 $ 16,096 $ 15,826 $ 8,488 $ 6,708
Property and Equipment 17,905 19,235 13,940 8,277 8,568
Other Assets 4,780 4,059 2,175 3,669 3,273
Total Assets 44,995 39,390 31,941 20,434 18,549
Current Liabilities 22,655 16,506 12,935 8,943 6,921
Long-term Debt 5,865 6,390 2,912 446 2,195
Deferred Tax Liability 2,606 3,686 2,288 1,773 1,894
Minority Interest 5,412 4,952 4,515 4,152 3,615
Stockholders' Equity 8,457 7,856 9,291 5,120 3,924
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Report contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Act of 1995.
Such statements are based on management's current expectations and are subject
to a number of factors and uncertainties which could cause actual results to
differ materially from those described in the forward-looking statements.
12
The following discussion of the Company's financial condition and results of
operations should be read in conjunction with the historical financial
statements and notes thereto of Meteor, included elsewhere in this document.
The Company is engaged in the distribution and marketing of refined petroleum
products including gasoline, diesel fuel, propane and lubricants. The
Company's growth, since its inception in 1992, has been primarily through the
acquisition of businesses in the petroleum marketing industry.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1999, the Company had a working capital deficit of $0.3
million compared to a working capital deficit of $0.4 million at December 31,
1998. The use of working capital is attributable to the increase in product
prices.
Net cash used by operating activities totaled $1.1 million for the year ended
December 31, 1999, compared to cash provided by operating activities of $3.0
million for the year ended December 31, 1998 and $1.2 million for the year
ended December 31, 1997. The net cash used by operating activities in 1999 is
principally related to higher product prices and the resulting decrease in net
income.
Net cash used by investing activities totaled $3.7 million for the year ended
December 31, 1999, compared to cash used of $4.0 million for the year ended
December 31, 1998 and $2.6 million for the year ended December 31, 1997. The
use of cash by investing activities in 1999 is attributable to the purchase of
Carroll Oil's assets and purchases of property, plant and equipment.
Net cash provided by financing activities totaled $4.6 million for the year
ended December 31, 1999, compared to cash provided of $1.2 million for the
year ended December 31, 1998 and of $1.5 million for the year ended December
31, 1997. This increase in cash provided by financing activities is related
to borrowings to fund an acquisition and working capital increases caused by
higher product prices.
The Company has a revolving bank credit facility with Wells Fargo Business
Credit, Inc. for $11 million which expires May 31, 2000. The credit line is
subject to the borrowing base, as defined. At December 31, 1999, the borrowing
base was approximately $9.3 million. $9.3 million was borrowed against the
facility and is recorded as a current liability. During the year the Company
has been in default on timely filing of information to the lender. In
addition, the Company was in violation of the net worth and net income
requirements for one of the subsidiaries during the year but not at year end.
At year end, one of the subsidiaries was in violation of the capital
expenditures limitation covenant. These defaults were attributable to
temporary situations not associated with the Company's operating results taken
as a whole. Waivers of these defaults were obtained from the lender.
The Company is currently working with the lender to renegotiate and extend
this facility. If the facility is not renewed by the lender, long-term debt
in the amount of $1,690,000 at December 31, 1999, is due upon demand from the
lender.
The Company has various loans with banks, suppliers and individuals which
required principal payments of $1.6 million in 1999.
The Company is obligated to pay capital and operating lease costs of approx-
imately $0.9 million in 1999 for land, building, facilities and equipment.
13
A subsidiary of the Company has preferred stock outstanding which requires no
periodic payments but accrues an 8% dividend and must be redeemed for $5.5
million including accrued dividends at the holder's request any time after
September 15, 2000, unless earlier converted into common stock pursuant to
its terms. This preferred stock is treated as minority interest in the
financial statements and is recorded in the balance sheet at its discounted
value plus accrued dividends. The Company is currently discussing the
extension of the redemption date with the holder(s) of the preferred stock.
The Company is responsible for any contamination of land it owns or leases.
However, the Company may have limitations on any potential contamination
liabilities, as well as claims for reimbursement from third parties. For each
of the periods ended December 31, 1999, 1998 and 1997, the Company expensed
$136,000, $144,000 and $119,000, for site assessment, related cleanup costs
and regulatory compliance. The Company has accrued $79,000 at December 31,
1999, for environmental remediation which management believes is adequate to
cover known remediation requirements which are not expected to be reimbursed
by third parties.
YEAR 2000
Meteor's company-wide Year 2000 Project ("Project"), addressing the issue of
computer programs and embedded computer chips being unable to distinguish
between the year 1900 and the year 2000, successfully identified problems and,
with the rollover into 2000, Meteor did not experience any significant Year
2000 failures. Some minor Year 2000 issues occurred and were resolved, but
none had a material impact on the Company's results of operations, liquidity,
financial condition or safety record. Meteor did not incur any significant
costs directly related to updating its systems to become Year 2000 compliant.
RESULTS OF OPERATIONS
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO DECEMBER 31, 1998
The Company is primarily engaged in the business of marketing and distributing
refined petroleum products and related products employing wholesale and retail
operations. The Company's principal products are gasoline, diesel fuel,
propane, greases and lubes, convenience store items and other products
(antifreeze, chemicals, services, hardware and miscellaneous items).
In December 1999 the Company sold its 20 store retail operating subsidiary,
including all of its retail stores operations. However, the Company continues
to own an interest in nine of the retail locations which are leased to a third
party operator. The Company will continue to supply gasoline, diesel fuel and
propane to the retail sites.
The Company will also receive rental income from the new operator on nine of
the leased retail sites. Management does not anticipate that the sale of the
retail operation will have a negative impact on future revenues or net income.
The Company had sales of $155.2 million in 1999 compared to $118.4 million in
1998, a $36.8 million (31%) increase. The increase is due to the Company's
acquisitions of Tri-Valley in May 1998, R & R's assets in November 1998 and
Carroll Oil's assets in April 1999, and due to higher product prices during
the current period.
Gross profit for 1999 and 1998 was $24.8 million and $20.8 million respec-
tively, an increase of $4.0 million (20%). The increase is due to acquisitions
14
generating greater volume, partially offset by a decline in retail gasoline
margins during the current period and lower gross margins from the wholesale
accounts obtained from Carroll Oil.
Net income decreased in 1999 to $0.3 million from $1.2 million in 1998, a
decrease of $0.9 million (78%). The decrease is due to expenses incurred in
building the infrastructure necessary for future growth of the Company and
additional expenses encountered in operating the retail stores. In addition,
interest, depreciation and amortization expense increase due acquisitions.
These expenses were partially offset by an increase in gross profit resulting
from greater volume and lower income tax expense.
Gasoline sales volumes increased to 53.0 million gallons in 1999 from 43.5
million gallons in 1998, an increase of 9.5 million gallons (22%) due to
acquisitions. Gasoline sales increased to $41.5 million in 1999 from $28.1
million in 1998, an increase of $13.4 million (48%) due to the increase in
sales volumes and higher product prices during the current period. Gross
profit increased to $4.8 million in 1999 from $4.3 million in 1998. Gross
profit per gallon of gasoline sold decreased to $.09 in 1999 from $.10 in 1998
due to lower gross margin wholesale accounts acquired in the Carroll Oil
acquisition.
Diesel sales volumes increased to 109.9 million gallons in 1999 from 94.3
million in 1998, an increase of 15.6 million gallons (17%), due to acqui-
sitions. Diesel sales increased to $77.7 million in 1999 from $56.7 million
in 1998, an increase of $21.0 million (37%) due to the increase in sales
volumes and higher product prices during the current period. Gross profits
increased to $8.3 million in 1999 from $6.2 million in 1998. Gross profit per
gallon of diesel increased to $.08 in 1999 from $.07 in 1998, due to increased
purchasing volumes which resulted in lower costs.
Propane sales volumes increased to 8.1 million gallons in 1999 from 8.0
million gallons in 1998, an increase of .1 million gallons (1%) due to the
acquisition of Tri-Valley, partially offset by a reduction in wholesale volume
due to unseasonably warm weather in our marketing area. Propane sales
increased to $4.8 million in 1999 from $3.8 million 1998, an increase of $1.0
million (26%) due to generally higher product prices during the current
period. Gross profits increased to $1.9 million in 1999 from $1.4 million in
1998 due to an increase in the gross profit per gallon of propane sold to $.24
in 1999 from $.18 in 1998, and increased sales of residential propane versus
lower-margin wholesale accounts.
Greases and lubes sales decreased to $16.7 million in 1999 from $16.9 million
in 1998, a decrease of $0.2 million (1%). Gross profit increased to $3.5
million in 1999 from $3.4 million in 1998, an increase of $0.1 million (3%).
Greases and lubes remained relatively constant in 1999 as compared to 1998 as
the product group was not the focal point in the latest acquisitions.
Sales of convenience store items increased to $6.7 million in 1999 from $5.7
million in 1998, an increase of $1.0 million (18%). Gross profit increased to
$1.7 million in 1999 from $1.5 million in 1998. Sales and gross profit
increased primarily due to operating four additional convenience stores in
Colorado.
Other sales (anti-freeze, chemicals, services, hardware, rental income and
miscellaneous items), increased to $7.7 million in 1999 from $7.1 million in
1998, an increase of $0.6 million (9%). Gross profit increased to $4.6 million
in 1999 from $3.9 million in 1998, an increase of $0.7 million (17%). The
15
increase in sales and gross profit is primarily due to acquisitions and an
increase in services to the mining industry.
Selling, general, and administrative expense was $21.0 million for the year
ended December 31, 1999, compared to $16.4 million for the year ended December
31, 1998, an increase of $4.6 million (28%). The increase is related to
acquisitions and corresponding increase in the level of activity and costs
incurred to build the infrastructure necessary for future growth of the
Company.
Depreciation and amortization for the year ended December 31, 1999, was $2.2
million compared to $1.5 million for the year ended December 31, 1998. The
increase is attributable to acquisitions and property, plant and equipment
additions.
Other expense for the year ended December 31, 1999, was $0.6 million compared
to $0.3 million for the year ended December 31, 1998. The increase is due to
additional interest expense related to debt for acquisitions and property,
plant and equipment purchases.
The provision for income taxes for the year ended December 31, 1999, was $0.2
million compared to $0.9 million for the period ended December 31, 1998. The
decrease is due to lower income and a reduction in the state tax rate due to
changes in the relative volume of business conducted in various states.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998 TO DECEMBER 31, 1997
The Company had sales of $118.4 million in 1998 compared to $88.4 million in
1997, a $30.0 million (34%) increase. The increase is primarily attributable
to the Company's acquisitions of Fleischli in August 1997, Tri-Valley in May
1998 and R & R's assets in November 1998, and partially offset by lower
product prices during the current period resulting in lower net sales.
Gross profit for 1998 and 1997 was $20.8 million and $13.0 million respec-
tively, an increase of $7.8 million (60%). The increase is primarily
attributable to acquisitions and partially to an increase in retail gasoline
and propane margins during the current period. Retail margins are dictated by
competition in a given area and the Company has no control over such margins.
Gross profits were also reduced by a $0.7 million non-cash write down of
inventory to market.
Net Income increased in 1998 to $1.2 million from $0.6 million in 1997, an
increase of $0.6 million. The increase is due to additional income generated
by acquisitions offset by a reduction in interest income and other income.
Gasoline volumes increased to 43.5 million gallons in 1998 from 41.1 million
gallons in 1997, primarily due to acquisitions. Gasoline sales decreased to
$28.1 million in 1998 from $30.5 million in 1997, primarily due to lower
product prices. Gross profit increased to $4.3 million in 1998 from $3.6
million in 1997. Gross profit per gallon of gasoline sold increased to $.10
in 1998 from $.09 in 1997, primarily due to improved street prices in certain
geographical locations.
Diesel volumes increased to 94.3 million gallons in 1998 from 45.6 million in
1997. Diesel sales increased to $56.7 million in 1998 from $35.1 million in
1997, primarily due to acquisitions. Gross profits increased to $6.2 million
in 1998 from $3.0 million in 1997. Gross profit per gallon of diesel sold was
constant at $.07 in 1998 and 1997.
16
Propane volumes increased to 8.0 million gallons in 1998 from 6.0 million
gallons in 1997, primarily due to the acquisition of Tri-Valley. Propane
sales were constant at $3.9 million in 1998 and 1997. Gross profits increased
to $1.4 million in 1998 from $0.9 million in 1997. Gross profit per gallon of
propane sold increased to $.18 in 1998 from $.15 in 1997, primarily due to
Tri-Valley margin.
Greases and lubes sales increased to $16.9 million in 1998 from $7.5 million
in 1997, primarily due to acquisitions and increased sales to mining
companies. Gross profit increased to $3 million in 1998 from $1 million in
1997.
Sales of convenience store items increased to $5.7 million in 1998 from $5.3
million in 1997, primarily due to acquisitions. Gross profit was constant at
$1.5 million in 1998 and 1997.
Other sales (anti-freeze, chemicals, services, hardware and miscellaneous
items) increased to $7.1 million in 1998 from $6.0 million in 1997, primarily
due to acquisitions. Gross profit increased to $3.9 million in 1998 from $3.1
million in 1997.
Selling, general, and administrative expenses were $16.4 million for the year
ended December 31, 1998, compared to $10.9 million for the year ended December
31, 1997, an increase of $5.5 million (51%). The increase is primarily
related to acquisitions.
Depreciation and amortization for the year ended December 31, 1998, was $1.5
million compared to $1 million for the year ended December 31, 1997. The
increase in depreciation and amortization is primarily due to acquisitions and
additional property, plant and equipment purchases.
Other income or expense for the year ended December 31, 1998, was $0.3 million
in expense compared to $0.4 million income for the year ended December 31,
1997. This increase in expense is due to additional interest expense related
to debt for acquisitions, reduced interest income due to improved collection
of accounts receivable and because of a 1997 settlement of a lawsuit.
The provision for income taxes for the year ended December 31, 1998, was $0.9
million compared to $0.6 million for the period ended December 31, 1997. The
increase is due to higher income.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Included at F-1 through F-23 and S-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference to the Company's Proxy Statement to be filed with
the Securities and Exchange Commission in connection with the Company's 1999
annual meeting.
17
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to the Company's Proxy Statement to be filed with
the Securities and Exchange Commission in connection with the Company's 1999
annual meeting.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to the Company's Proxy Statement to be filed with
the Securities and Exchange Commission in connection with the Company's 1999
annual meeting.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to the Company's Proxy Statement to be filed with
the Securities and Exchange Commission in connection with the Company's 1999
annual meeting.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K
(a) The following statements are filed as part of this Report:
Page(s)
Report of Independent Accountants ................................ F-1
(1) Consolidated Balance Sheets - December 31, 1999 and 1998 F-2
Consolidated Statements of Operations - years ended
December 31, 1999, 1998 and 1997....................... F-4
Consolidated Statement of Shareholders' Equity - years
ended December 31, 1999, 1998 and 1997................. F-5
Consolidated Statements of Cash Flows - years ended
December 31, 1999, 1998 and 1997....................... F-6
Notes to Consolidated Financial Statements .............. F-9
Financial Statement Schedule
(2) Schedule 2 - Valuation and Qualifying Accounts........... S-1
(b)
Exhibit
Number Description Location
- ------- -------------------------- ------------------------------------
3.1 Articles of Incorporation, Incorporated by reference to Exhibit
as amended 2.1 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
3.2 Bylaws Incorporated by reference to Exhibit
2.2 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.1 Stock Option Plan Incorporated by reference to Exhibit
6.1 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.2 Stock Purchase Agreement Incorporated by reference to Exhibit
among Registrant, Graves 6.2 to Registrant's Form 1-A Offer-
Oil & Butane Co., Inc. and ing Statement (SEC File No. 24D-3802
Theron J. Graves dated June SML)
23,1993, Amendment dated
August 23, 1993 and Closing
Memorandum dated September
28, 1993
18
10.3 $2,350,000 Promissory Note Incorporated by reference to Exhibit
payable to Theron J. Graves 6.3 to Registrant's Form 1-A Offering
and Security Agreement Statement (SEC File No. 24D-3802 SML)
10.4 Notes Receivable ($550,000 Incorporated by reference to Exhibit
and $100,000) from Theron 6.4 to Registrant's Form 1-A Offer-
J. Graves ing Statement (SEC File No. 24D-3802
SML)
10.5 Registration Agreement Incorporated by reference to Exhibit
regarding Subsidiary's 6.5 to Registrant's Form 1-A Offering
Preferred Stock Statement (SEC File No. 24D-3802 SML)
10.6 Security Agreement regard- Incorporated by reference to Exhibit
ing Subsidiary's Preferred 6.6 to Registrant's Form 1-A Offering
Stock Statement (SEC File No. 24D-3802 SML)
10.7 Consulting Agreement with Incorporated by reference to Exhibit
Theron J. Graves 6.7 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.8 Lease regarding corporate Incorporated by reference to Exhibit
offices and storage yard 6.11 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.9 Lease regarding Albuquerque Incorporated by reference to Exhibit
warehouse 6.12 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.10 Lease regarding East Main Incorporated by reference to Exhibit
Properties 6.13 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.11 Norwest Credit and Security Incorporated by reference to Exhibit
Agreement 6.14 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.12 $4,000,000 Note Payable to Incorporated by reference to Exhibit
Norwest (partially drawn 6.15 to Registrant's Form 1-A Offer-
upon) ing Statement (SEC File No. 24D-3802
SML)
10.13 Meteor Corporate Guarantee Incorporated by reference to Exhibit
as regarding Norwest 6.16 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.14 Employment Agreement with Incorporated by reference to Exhibit
Edward J. Names 6.17 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
19
10.15 Leases regarding Cortez Incorporated by reference to Exhibit
truck stop 6.18 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.16 Agreement between the Incorporated by reference to Exhibit
Registrant and Hillger Oil 10.16 to Company's Registration
Statement on form 10 (SEC File No.
0-27986)
10.17 Lease Agreement between Incorporated by reference to Exhibit
Hillger Oil Co., Inc. and 10.17 to Company's Registration
Hillco, Inc. Statement on Form 10 (SEC File No.
0-27968)
10.18 Credit and Security Agree- Incorporated by reference to Exhibit
ment between Hillger Oil 10.18 to Company's Registration
Co., Inc. and Norwest Statement on Form 10 (SEC File No.
Business Credit, Inc. 0-27968)
10.19 Project Development and Incorporated by reference to Exhibit
Shareholders' Agreement 10.19 to Company's Registration
for Pakistan Power Project Statement on Form 10 (SEC File No.
0-27968)
10.20 Amended and Restated Share Incorporated by reference to Exhibit
Exchange and Reorganization 10.20 to Company's Registration
Agreement Statement on Form 10 (SEC File No.
0-27968)
10.21 Amendment to Employment Incorporated by reference to Exhibit
Agreement with Edward J. 10.21 to Company's Registration
Names Statement on Form 10 (SEC File No.
0-27968)
10.22 Amended and Restated Incorporated by reference to Exhibit
Promissory Note from Saba 10.22 to Company's Registration
Petroleum Company to Capco Statement on Form 10 (SEC File No.
Resources, Inc. 0-27968)
10.23 1997 Incentive Plan Incorporated by reference to Exhibit
10.23 to Company's Form 10-K dated
12/31/96 (SEC File No. 0-27968)
10.24 Second Amended and Restated Incorporated by reference to Exhibit
Agreement between Meteor 10.24 to Company's Form 10-K dated
Industries, Inc., Capco 12/31/96 (SEC File No. 0-27968)
Resources, Inc. and Saba
Petroleum Company
10.25 Shareholder's Agreement Incorporated by reference to Exhibit
among Cogen Technologies, 10.25 to Company's Form 10-K dated
Saba Capital Company, LLC, 12/31/96 (SEC File No. 0-27968)
Capco Resources, Inc., et al
10.26 Letter Agreement with Incorporated by reference to Exhibit
Western Energy Resources 10.26 to Company's Form 10-K dated
Limited 12/31/96 (SEC File No. 0-27968)
20
10.27 Letter Agreement between Incorporated by reference to Exhibit
Meteor Industries, Inc. 10.27 to Company's Form 10-K dated
and Capco Resources, Ltd. 12/31/96 (SEC File No. 0-27968)
dated April 23, 1996
10.28 Meteor Corporate Guaranty Incorporated by reference to Exhibit
with Norwest Business 10.28 to Company's Form 10-K dated
Credit, Inc. 12/31/97 (SEC File No. 0-27968)
10.29 Revolving Note with Nor- Incorporated by reference to Exhibit
west Business Credit, Inc. 10.29 to Company's Form 10-K dated
12/31/97 (SEC File No. 0-27968)
10.30 Credit and Security Incorporated by reference to Exhibit
Agreement 10.30 to Company's Form 10-K dated
12/31/97 (SEC File No. 0-27968)
10.31 Agreement between Tri- Incorporated by reference to Form 8-K
Valley Gas Co.; Share- dated May 29, 1998 (SEC File No.
holders and Fleischli Oil 0-27968)
Company, Inc. to Purchase
Tri-Valley Gas Co.
10.32 Agreement between Capco Incorporated by reference to Form 8-K
Capco Acquisub, Inc. and dated December 31, 1998
and Nevada Manhattan Mining (SEC File No. 0-27968)
Incorporated to sell Capco
shares of Meteor stock
10.33 Agreement between Capco Incorporated by reference to Form 8-K
Acquisub, Inc. and Nevada dated January 11, 1999
Manhattan Mining Incor- (SEC File No. 0-27968)
porated to change control
in of the Corporation
10.34 Agreement with Capco Energy, Incorporated by reference to Form 8-K
Inc., as amended dated February 9, 2000 (SEC File No.
0-27968)
10.35 Promissory Note from Capco Incorporated by reference to Form 8-K
Energy, Inc. dated February 9, 2000 (SEC File No.
0-27968)
10.36 Pledge and Security Agreement Incorporated by reference to Form 8-K
With Capco Energy, Inc. and dated February 9, 2000 (SEC File No.
Capco Asset Management, Inc. 0-27968)
10.37 Product Sales Agreement Incorporated by reference to Form 8-K
between Meteor Stores, Inc. dated February 9, 2000 (SEC File No.
And Meteor Marketing, Inc. 0-27968)
21 Subsidiaries of the Filed herewith electronically
Registrant
27.1 Financial Data Schedule Filed herewith electronically
for fiscal year ending
December 31, 1999
21
Report of Independent Accountants
To the Stockholders and Board of Directors
of Meteor Industries, Inc.:
In our opinion, the consolidated financial statements listed in the
accompanying index under Item 14 (a)(1) presents fairly, in all material
respects, the financial position of Meteor Industries, Inc. and subsidiaries
at December 31, 1999 and 1998, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1999
in conformity with accounting principles generally accepted in the United
States. In addition, in our opinion, the financial statement schedule listed
in the accompanying index under Item 14(a)(2) presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Denver, CO
April 13, 2000
F-1
METEOR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
December 31, December 31,
1999 1998
CURRENT ASSETS
Cash $ 288 $ 380
Restricted cash 600 1,222
Accounts receivable-trade, net of allowance
of $233 and $201, respectively 14,835 9,447
Accounts receivable, related party 678 182
Notes receivable, net of allowance of $114
and $4, respectively 290 106
Notes receivable, related party 1,153 -0-
Inventory 3,596 3,974
Deferred tax asset 335 283
Other current assets 535 502
Total current assets 22,310 16,096
PROPERTY, PLANT AND EQUIPMENT, NET 17,905 19,235
OTHER ASSETS
Notes receivable, net of allowance of $-0-
and $163, respectively 123 181
Notes receivable, related party 1,277 -0-
Investments in closely held businesses 1,581 1,444
Intangibles, net 1,409 2,068
Other assets 390 366
Total other assets 4,780 4,059
TOTAL ASSETS $44,995 $39,390
Continued on next page
F-2
METEOR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
(Dollars in Thousands)
December 31, December 31,
1999 1998
CURRENT LIABILITIES
Accounts payable, trade $ 8,323 $ 5,556
Accounts payable, related party 14 109
Book overdraft 1,924 1,453
Current portion, long-term debt 1,438 1,544
Accrued expenses 755 1,313
Fuel taxes payable 909 837
Income taxes payable -0- 527
Revolving credit facility 9,292 5,167
Total current liabilities 22,655 16,506
LONG-TERM DEBT 5,865 6,390
DEFERRED TAX LIABILITY 2,606 3,686
MINORITY INTEREST IN SUBSIDIARIES 5,412 4,952
Total liabilities 36,538 31,534
Commitments and contingencies (Notes 12, 13 and 14)
SHAREHOLDERS' EQUITY
Common stock, $.001 par value; authorized
10,000,000 shares, 3,656,267 and
3,555,792 shares issued, respectively 4 4
Paid-in capital 4,458 4,116
Treasury stock, at cost, 132,098 shares held (489) (489)
Retained earnings 4,484 4,225
Total shareholders' equity 8,457 7,856
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $44,995 $39,390
The accompanying notes are an integral part of the financial statements.
F-3
METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands except per share information)
For the Year Ended December 31,
1999 1998 1997
Net sales $155,211 $118,362 $ 88,439
Cost of sales 130,417 97,558 75,439
Gross profit 24,794 20,804 13,000
Selling, general and adminis-
trative expenses 21,036 16,369 10,858
Depreciation and amortization 2,196 1,536 956
Total operating expenses 23,232 17,905 11,814
Income from operations 1,562 2,899 1,186
Other income and (expenses)
Interest income 172 128 377
Interest expense (1,177) (828) (604)
Other 37 152 480
Gain on sale of assets 366 200 144
Total other income and (expenses) (602) (348) 397
Income before income taxes and
minority interest 960 2,551 1,583
Income tax expense 210 939 583
Minority interest 491 444 399
Net Income $ 259 $ 1,168 $ 601
Earnings per share:
Basic $ .07 $ .31 $ .16
Diluted $ .07 $ .31 $ .16
Weighted average common share
and common share equivalents:
Basic 3,454,146 3,792,197 3,821,061
Diluted 3,459,798 3,796,864 3,862,826
The accompanying notes are an integral part of the financial statements.
F-4
METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1999, 1998 and 1997
(Dollars in Thousands)
Additional
Common Stock Paid-In Retained Treasury
Shares Amount Capital Earnings Stock Total
Balance - December
31, 1996 3,310,138 $ 3 $2,661 $2,456 $ -0- $5,120
Stock issued dur-
ing the year 820,090 1 3,598 3,599
Warrants issued
during the year 60 60
Treasury stock
acquisitions (89) (89)
Net income 601 601
Balance - December
31, 1997 4,130,228 4 6,319 3,057 (89) 9,291
Stock issued for
401(K)/services 10,164 21 21
Treasury stock
acquisitions (2,624) (2,624)
Treasury stock
retired (584,600) (2,224) 2,224
Net income 1,168 1,168
Balance - December
31, 1998 3,555,792 4 4,116 4,225 (489) 7,856
Stock issued dur-
ing the year 100,475 342 342
Net income 259 259
Balance - December
31, 1999 3,656,267 $ 4 $4,458 $4,484 $ (489) $8,457
The accompanying notes are an integral part of the financial statements.
F-5
METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
For the Year Ended December 31,
1999 1998 1997
Cash flows from operating activities:
Net income $ 259 $1,168 $ 601
Adjustments to reconcile net income
to net cash from operating
activities:
Depreciation and amortization 2,196 1,536 956
Loss (gain) on disposal of assets (366) 10 (144)
Deferred income taxes 30 (149) (249)
Minority interest 491 444 399
Other 102 21 -0-
Change in assets and liabilities (net
of acquisitions and disposals):
Decrease (increase) in:
Accounts receivable, net (5,625) 398 2,029
Inventories (340) 175 (364)
Other current assets (48) (184) (77)
Other assets (28) (183) 143
Increase (decrease) in:
Accounts payable 3,139 (415) (2,321)
Accrued liabilities (462) 479 (744)
Taxes payable (419) (343) 930
Net cash (used in)/provided by operating
activities (1,071) 2,957 1,159
Cash flows from investing activities:
Acquisition of subsidiaries, net
of acquired cash (1,168) (2,238) (3,526)
Cash proceeds from sale of property,
plant and equipment 100 376 178
Purchases of property, plant and
equipment (2,831) (2,358) (1,230)
Investment in closely held business 157 (44) (110)
Note receivable payments 85 295 2,112
Net cash used in investing activities (3,657) (3,969) (2,576)
Continued on next page
F-6
METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Continued)
For the Year Ended December 31,
1999 1998 1997
Cash flows from financing activities:
Borrowings (payments) on revolving
credit facilities, net 4,125 1,334 (407)
Increase in book overdraft 471 1,126 157
Borrowings on long-term debt 1,008 2,300 1,560
Sale of minority interests in
subsidiary -0- -0- 38
Distribution to minority interest -0- -0- (74)
Payments on long-term debt (1,590) (1,399) (3,131)
Proceeds from common stock issued -0- -0- 3,659
Purchase of treasury stock -0- (2,124) (89)
Restricted cash 622 (71) (222)
Net cash provided by
financing activities 4,636 1,166 1,491
Net(decrease) increase in cash and
equivalents (92) 154 74
Cash and equivalents, beginning of
period 380 226 152
Cash and equivalents, end of period $ 288 $ 380 $ 226
NON CASH INVESTING AND FINANCING ACTIVITIES
Disposal of assets in exchange for
notes receivable from a related party $1,597 $ -0- $ -0-
Acquisition of property, plant and
equipment with debt $ -0- $1,850 $ 702
Capital lease assets and
obligations assumed $ -0- $ 100 $ 1,095
Accounts receivable replaced with
note receivable $ 153 $ 296 $ -0-
Stock issued for services/401(K) match $ 102 $ 21 $ -0-
Stock issued for investment $ 240 $ -0- $ -0-
Debt issued to purchase treasury stock $ -0- $ 500 $ -0-
Other operating cash flow information:
Cash paid for taxes $ 984 $1,333 $ 704
Cash paid for interest $1,173 $ 660 $ 642
Continued on next page
F-7
METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Continued)
For the Year Ended December 31,
1999 1998 1997
ACQUISITION OF SUBSIDIARIES
Accounts and notes receivable $ 263 $ 487 $6,685
Inventory 132 331 2,233
Deferred tax asset -0- 47 262
Property, plant and equipment 639 2,849 4,935
Intangible assets 529 1,709 -0-
Accounts payable and accrued expenses -0- (474) (5,861)
Current portion, long term debt (98) (248) (460)
Revolving credit facility -0- -0- (2,100)
Long term debt (297) (830) (1,291)
Deferred tax liability -0- (1,633) (877)
Cash paid $ 1,168 $2,238 $ 3,526
The accompanying notes are an integral part of the financial statements.
F-8
METEOR INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Meteor Industries, Inc. ("Meteor" or "Company") was incorporated on December
22, 1992, as a Colorado based holding company. In October 1995, Meteor
formed Meteor Marketing, Inc. ("Meteor Marketing"), a Colorado corporation,
as a wholly owned subsidiary to hold the stock of its petroleum marketing and
distribution subsidiaries and operations. The significant subsidiaries
included in Meteor Marketing are: Graves Oil & Butane Co., Inc. ("Graves"),
Meteor Stores, Inc. ("MSI"), Fleischli Oil Company, Inc. ("Fleischli"), and
Tri-Valley Gas Co. ("Tri-Valley"). In addition, Meteor owns Meteor Holdings
LLC ("MHL") and Innovative Solutions and Technologies, Inc. ("IST").
In April 1999, the Company acquired certain assets of Carroll Oil Company
("Carroll Oil") for $1.2 million in cash and a $0.4 million promissory note.
The acquisition was financed with cash and short and long-term debt. Carroll
Oil is a petroleum marketing company doing business in northeastern Colorado.
In December 1999, the Company sold its retail store operating subsidiary for
$1.5 million: $0.2 million in cash paid in January 2000 and a $1.3 million
secured note. No gain or loss was recognized on the sale. The sale will
allow the Company to focus on its core business of commercial, wholesale and
cardlock petroleum distribution. (See Note 10 - Related Party Transactions.)
In June 1998, the Company acquired all of the common stock of Tri-Valley Gas
Co. for $2.4 million in cash and a $0.6 million promissory note. The
purchase price was allocated to the assets acquired based on their estimated
fair values. The excess of the purchase price over the fair value of the net
assets acquired (goodwill) was approximately $1.7 million and is being
amortized on a straight-line basis over 15 years. Tri-Valley is a petroleum
marketing and distribution company doing business in Colorado.
In November 1998, the Company acquired certain assets of R & R Oil Company
("R & R") for $0.9 million in cash and $1.2 million in notes. R & R was a
petroleum marketing and distribution company doing business in Wyoming.
In August 1997, the Company acquired all of the common stock of Fleischli Oil
Company, Inc. ("Fleischli") for $4.9 million. Fleischli is a petroleum
marketing and distribution company doing business in Colorado, Wyoming, South
Dakota, Nevada, Utah, Montana, Nebraska and Idaho. Fleischli sells large
volumes of fuel and lubricants to industrial users throughout these states,
concentrating on the mining industry.
PRINCIPLES OF CONSOLIDATION AND ORGANIZATION - The consolidated financial
statements include the accounts of Meteor Industries, Inc., and its wholly
owned subsidiaries. All significant intercompany transactions and balances
have been eliminated in consolidation. The equity method of accounting is
used for the Company's 50% or less owned affiliates over which the Company
has the ability to exercise significant influence.
USE OF ESTIMATES - The preparation of the Company's consolidated financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in these financial statements. Actual results may differ from these
estimates.
F-9
CASH AND CASH EQUIVALENTS - Cash and cash equivalents consist of short-term,
highly liquid investments readily convertible into cash with an original
maturity of three months or less. At times, cash balances held at financial
institutions are in excess of Federal Deposit Insurance Corporation insurance
limits. The Company places its temporary cash investments with high-credit
quality financial institutions. The Company believes no significant
concentration of credit risk exists with respect to these cash investments.
RESTRICTED CASH - The Company has revolving bank credit facilities which
require the use of depository accounts from which collected funds are
transferred to the lender. The lender then applies these collections to the
revolving credit facilities. These accounts are controlled by the lender.
FAIR VALUE OF FINANCIAL INSTRUMENTS - Accounts receivable, net, accounts
payable and accrued expenses are stated at fair value due to their short-term
nature. The carrying value of notes receivable approximates fair value. The
carrying value of debt approximates fair value since the debt is either very
recent or has variable interest rates.
ACCOUNTS RECEIVABLE - The Company has a diversified customer base. The
Company controls credit risk related to accounts receivable through credit
approvals, credit limits and monitoring procedures. Credit risk with respect
to accounts receivable is primarily concentrated in the diesel, gasoline and
greases and lubes segments.
INVENTORIES - Inventories are stated at the lower of cost or market. Inven-
tories of petroleum products, greases and oils, and related products are
stated at weighted average cost for MSI and the last in first out (LIFO)
basis for Graves and Fleischli. Sundries inventories are valued by the retail
method and stated on the first in, first out (FIFO) basis which is lower than
market. The amount of inventory valued using the LIFO method is $3.3 million
and $3.1 million at December 31, 1999 and 1998, respectively. The LIFO
reserve at December 31, 1999 and 1998 is $219,000 and $42,000, respectively.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost; major
renewals and improvements are charged to the property and equipment accounts;
while replacements, maintenance and repairs which do not improve or extend
the lives of the respective assets, are expensed currently.
At the time property and equipment are retired or otherwise disposed of, the
asset and related accumulated depreciation accounts are relieved of the
applicable amounts. Gains or losses from retirements or sales are credited
or charged to operations.
DEPRECIATION - Depreciation is recorded on the straight-line method at rates
based on the estimated useful lives of the assets. The estimated useful
lives are as follows:
DESCRIPTION LIVES
Buildings and improvements 5 to 40 years
Equipment 5 to 20 years
COST IN EXCESS OF NET ASSETS ACQUIRED AND OTHER INTANGIBLES - The Company
periodically evaluates its costs in excess of net assets acquired (goodwill)
and its other intangibles to determine whether any impairment of these assets
has occurred. In making such determination the Company evaluates performance
using cash flows, on an undiscounted basis, of the underlying businesses or
assets which gave rise to such amount. Any impairments are recognized using
F-10
discounted cash flows. The assets acquired in these transactions continue to
contribute a significant portion to the Company's net revenues and earnings.
Goodwill attributable to subsidiaries acquired are being amortized on the
straight-line method over fifteen years.
Other intangibles, including the costs of license agreements, covenants not
to compete and organization costs, is amortized over five years using the
straight-line method.
REVENUE RECOGNITION - Revenue from product sales is recognized when the
product is delivered. Revenue from services is recognized when the services
are performed and billable.
INCOME TAXES - Income taxes provide for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes. Deferred income taxes reflect the differences between the
assets and liabilities recognized for financial reporting purposes and
amounts recognized for tax purposes.
ENVIRONMENTAL EXPENDITURES - The Company expenses environmental expenditures
related to existing conditions resulting from past or current operations and
from which no future benefit is discernible. Expenditures which extend the
life of the related property or mitigate or prevent future environmental
contamination are capitalized. The Company determines and records its
liability on a site by site basis at the time when it is probable and can be
reasonably estimated. The Company's estimated liability is recorded net of
the anticipated participation of other potentially responsible parties in
those instances where it is probable that such parties are legally
responsible and financially capable of paying their respective shares of the
relevant costs.
EARNINGS PER SHARE - Basic earnings per common share are computed by dividing
net income by the weighted average number of common shares outstanding.
Diluted earnings per share are calculated taking into account all potentially
dilutive securities. A reconciliation of the denominator used in the
calculation of basic and diluted earnings per share is presented below.
Antidilutive stock options and warrants of 1,366,749, 1,867,733 and 849,300
for the years ended December 31, 1999, 1998 and 1997, respectively, and are
omitted from the denominator. The numerator is unchanged. The shares
available upon exchange of a subsidiary's preferred stock of 1,043,305,
1,014,635 and 1,122,864, for the years ended December 31, 1999, 1998 and
1997, respectively, are omitted as they are antidilutive.
1999 1998 1997
---- ---- ----
Denominator:
Average common shares outstanding 3,454,146 3,792,197 3,821,061
Average dilutive stock options and
warrants 5,652 4,667 41,765
Diluted shares 3,459,798 3,796,864 3,862,826
NEW ACCOUNTING PRONOUNCEMENT - In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("FAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement establishes accounting and reporting standards
requiring that every derivative instrument be recorded on the balance sheet
as either an asset or liability measured at its fair value. FAS No. 133 also
F-11
requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. In June 1999,
the FASB issued FAS no. 137 which defers the effective date of FAS No. 133 to
fiscal years beginning after June 15, 2000. The Company will adopt FAS No.
133 in the first quarter of fiscal 2001, but does not expect such adoption to
materially affect its financial statement presentation.
NOTE 2 -- PROPERTY, PLANT AND EQUIPMENT
The major classifications of property, plant and equipment are as follows at
December 31:
(Dollars in Thousands)
1999 1998
DESCRIPTION
Land $ 3,108 $ 3,258
Buildings and improvements 5,133 5,406
Equipment 13,466 13,722
In process 320 100
22,027 22,486
Accumulated depreciation (4,122) (3,251)
Net property, plant and
equipment $ 17,905 $19,235
Depreciation expense for the years ended December 31, 1999, 1998 and 1997 was
$1,905,000, $1,476,000 and $916,000, respectively.
Equipment under capital leases included in the above are as follows at
December 31:
(Dollars in Thousands)
1999 1998
Equipment $ 107 $ 490
Accumulated amortization (35) (89)
Net leased property $ 72 $ 401
NOTE 3 - INTANGIBLES
Intangibles are as follows at December 31:
(Dollars in Thousands)
1999 1998
Goodwill $ 1,166 $ 2,098
Other intangibles 605 213
Accumulated amortization (362) (243)
$ 1,409 $ 2,068
Amortization expense for the years ended December 31, 1999, 1998 and 1997 was
$291,000, $60,000, $40,000, respectively.
F-12
NOTE 4 -- INVESTMENTS IN CLOSELY HELD BUSINESSES
The Company owns 33% of American L.P., Ltd. ("American L.P."). The
investment was acquired in December 1995, for $100,000. The Company reports
its investment in this limited liability Company using the equity method.
This investment is not publicly traded. The carrying value was $-0- at
December 31, 1999. During the fourth quarter of 1999, the Company wrote down
its investment by $73,000 based upon the deterioration in the financial
condition of American L. P.
At December 31, 1999, the Company has a $690,000 investment in Meteor
Holdings LLC ("MHL") and owns 73% of MHL. MHL owns an interest of
approximately 1.5% in Saba Power Company, Ltd. (the "Power Project"). MHL's
investment in the Power Project and the Company's investments in MHL are
reported using the cost method. Saba Petroleum Company ("Saba"), a related
party, invested $250,000 and owns approximately 27% of MHL. The MHL
percentage interest in the Power Project, however, could be reduced in the
event that other share-holders are required to make additional contributions
to equity. The Company is not required to invest any additional capital
related to the Power Project. If costs of the project exceed budget and
capital is required then the Company will have the choice of investing more
capital or suffering ordinary dilution to its ownership interest without
incurring any penalties.
The Company owns 50% of two entities, its investments in which are accounted
for under the equity method. Neither of these entities has securities that
are publicly traded.
NOTE 5 -- REVOLVING CREDIT FACILITY
The Revolving Credit Facility is an $11,000,000 facility which bears interest
at the lender's base rate plus 0.5% (8.5% and 8.25% at December 31, 1999
and 1998, respectively), is due May 31, 2000 and is collateralized by trade
accounts receivable and inventory.
During 1998, the Company renegotiated its revolving bank credit facility with
the lender. The new facility consolidated individual facilities for the
Company's subsidiaries to one facility, and reduced the interest rate from
base rate plus 1.5% to base rate plus 0.5%.
The revolving bank credit facility agreement requires the Company to
periodically provide financial information to the lender and to maintain
certain net worth, performance ratio levels and limits capital expenditures.
During the year, the Company has been in default on timely filing of
financial information to the lender. In addition, the Company was in
violation of net worth and net income requirements for one of the
subsidiaries during the year but not at year end. At year end, one of the
subsidiaries was in violation of the capital expenditures limitation
covenant. These defaults were attributable to temporary situations not
associated with the Company's operating results taken as a whole. Waivers of
these defaults were obtained from the lender.
The Company is currently working with the lender to renegotiate and extend
this facility. If the facility is not renewed by the lender, long-term debt
in the amount of $1,690,000 at December 31, 1999, is due upon demand from the
lender.
NOTE 6 -- LONG-TERM DEBT
Long-term debt is as follows at December 31:
F-13
(Dollars in Thousands)
1999 1998
Notes payable to banks with monthly payments
ranging from $696 to $47,744, interest at 8.5%
to 12.75%, maturing from April 2000 to May
2014; collateralized by property and
equipment $ 3,925 $ 4,135
Notes payable to suppliers with monthly payments
of $4,853 and $7,863, interest at 8.0% and 9.55%,
maturing in December 2006 and July 2007;
collateralized by property and equipment. 789 908
Notes payable to individuals with monthly payments
ranging from $1,111 to $18,805, interest at 7.0%
to 8.5%, maturing from June 2000 through November
2013; collateralized by property and equipment. 2,047 2,378
Note payable to related party with monthly payments
of $30,000, interest at 10.0%, maturing in June
1999; no collateral. -0- 147
Notes payable to financial institutions with
monthly payments ranging from $485 to $4,185,
interest at 8.75% to 10.0%, maturing from February
2002 to January 2005; collateralized by vehicles
and equipment 503 -0-
Note payable to others with monthly payment of
$257, interest at 9.95%, maturing in April 2000;
collateralized by equipment. 1 7
Capital Leases payable (Note 14) 38 359
Total 7,303 7,934
Current portion (1,438) (1,544)
Long-term debt $ 5,865 $ 6,390
Maturities of long-term debt and capital leases are as follows for the years
ended December 31:
2000 1,438
2001 1,347
2002 1,888
2003 890
2004 456
Thereafter 1,284
Total $ 7,303
NOTE 7 -- MINORITY INTEREST IN SUBSIDIARIES
The Series A Convertible Preferred Stock of Graves is limited voting stock
and is entitled to cumulative annual dividends at a rate of 8% of the
liquidation value. These securities are convertible into common stock of
F-14
either Graves or Meteor at the option of the holder(s), and at the bid price
on the date of conversion, not to exceed 22.2% of the outstanding shares of
Meteor. The record holder has the right to vote on matters which affect the
rights of the class and to elect two of the seven members of Graves' board of
directors. In the event of default under the Meteor promissory note issued
to purchase the Graves common stock, the holder of the Series A Convertible
Preferred Stock has the ability to elect all of the Graves directors. The
Company may at any time redeem all or any portion of the Series A Convertible
Preferred Stock outstanding at an amount equal to the liquidation value plus
all accrued and unpaid dividends. At any time after September 15, 2000, the
record holder shall have the right to have the Company redeem all or any
portion of the shares outstanding at the price stated above. No dividends
have been declared by the board of directors. Dividends in arrears amount to
$1,795,000 and $1,512,000 as of December 31, 1999 and 1998, respectively.
The minority interest is recorded at its discounted value in the amount of
$5,162,000 and $4,672,000 at December 31, 1999 and 1998, respectively.
Dividends and accretion of the preferred stock discount are reflected in
minority interest on the income statement. The Company is currently
discussing the extension of the redemption date with the holder(s) of the
preferred stock.
The Company owns 73% of MHL which owns 100% of Capco Resources, Inc. The
minority interest of 27% is recorded at its cost basis of $250,000.
NOTE 8 -- INCOME TAXES
The provision for income taxes consists of the following components for the
years ended December 31:
(Dollars in Thousands)
1999 1998 1997
Current tax expense $ 180 $1,088 $ 832
Deferred tax expense (benefit) 30 (149) (249)
Total provision $ 210 $ 939 $ 583
The following reconciles the income tax provision with the expected provision
obtained by applying the federal statutory rate to pretax income for the
years ended December 31:
(Dollars in Thousands)
1999 1998 1997
Expected tax provision $ 326 $ 867 $ 538
Nondeductible expenses 35 9 9
Change in state income tax rate (171) -0- -0-
State income taxes, net of
federal benefit 20 63 36
Total provision $ 210 $ 939 $ 583
The components of deferred income taxes are as follows at December 31:
F-15
(Dollars in Thousands)
1999 1998
Deferred tax asset:
Accounts receivable $ 128 $ 136
Inventory 94 20
Accrued environmental costs 29 71
Other 84 56
Total deferred tax asset $ 335 $ 283
Deferred tax liability:
Depreciation and amortization $(2,606) $(3,686)
Total deferred tax liability $(2,606) $(3,686)
NOTE 9 -- DEFINED CONTRIBUTION PLAN
The Company has various 401(k) Profit-Sharing Plans. Employee contributions
to the plans are voluntary through a salary reduction agreement up to a
maximum of 25% of compensation. Matching contributions and other additional
contributions may be made by the Company at its sole discretion. The
Company's contributions and payments for administrative fees for the years
ended December 31, 1999, 1998, and 1997 were $120,000, $38,000, and $31,000,
respectively.
NOTE 10 -- RELATED PARTY TRANSACTIONS
Effective December 31, 1999, the Company completed the sale of its sub-
sidiary, MSI, to Capco Energy, Inc. ("Capco"), an affiliate of the Company.
MSI leases and operates twenty convenience stores (three of which are third
party leases which expire at the end of February 2000) in Colorado and New
Mexico. The sale of this operating subsidiary was made to allow the Company
to focus on its core business of commercial, wholesale and cardlock petroleum
distribution. The Company, through a five year supply contract with Capco,
will continue to be the supplier of refined petroleum products to these
stores.
The total sale price for the sale of MSI is approximately $1,500,000.
$250,000 was paid in cash at closing and the Company received a promissory
note for $1,250,000 payable in monthly installments of interest only during
calendar year 2000 and the balance amortized over a 10 year period with a
balloon payment of the remaining principal balance on December 31, 2001.
Payments may be made either in cash or shares of the Company's Common stock
at a value of $3.00 per share. The promissory note bears interest at 9.25%
per annum and is secured by all of the outstanding shares of MSI and by
210,000 shares of the Company's shares held by the purchaser of MSI. No gain
or loss was recognized on the sale.
Capco, through a majority-owned subsidiary, currently owns approximately 34%
of the Company's Common Stock. Ilyas Chaudhary, a Director of the Company,
is an officer, director and a principal shareholder of Capco, Dennis Staal, a
Director of the Company, is also an officer of Capco and beneficially owns
35,000 common shares of Capco and 2,286 shares of Series A Preferred shares.
Irwin Kaufman, a Director of the Company, is also a director of Capco and
owns 20,000 common shares of Capco. Edward Names, President and CEO of the
Company personally and through immediate family members may be deemed to
beneficially own 64,580 common shares of Capco and 2,286 shares of Series A
Preferred shares of Capco.
F-16
In September 1999, the Company sold 150,000 shares of a Canadian corporation
previously held in escrow to Capco Acquisub, Inc. a subsidiary of Capco for a
$300,000 promissory note payable over eighteen months at 8% interest payable
in cash or shares of the Company's stock at the discretion of Capco Acquisub,
Inc.
On September 30, 1999, the Company acquired a 49.5% interest in Meteor Office
LLC ("Meteor Office") in exchange for 64,000 shares of Meteor Industries,
Inc. common shares. Certain officers and employees of the Company have an
equity interest in Meteor Office. Meteor Office is a 50% partner in a joint
venture that purchased and operates an office/residential building in Denver,
Colorado. The Company's corporate offices are located in the office/
residential building and are leased from the joint venture at terms that the
Company believes are consistent with the market price for such facilities.
The Company leases certain real estate from the preferred stockholder of a
subsidiary. The leases were part of the negotiation for the purchase of the
subsidiary in September 1993. For the years ended December 31, 1999, 1998
and 1997, rents paid were $61,000, $60,000 and $55,000, respectively.
The Company in 1997, sold its products, at prices consistent with pricing to
other customers, to other entities controlled by the preferred stockholder of
a subsidiary. Similar sales in 1999 and 1998 were negligible.
The Company leases a commercial office building and warehouse from a
corporation controlled by a director of one of the Company's subsidiaries.
During the years ended December 31, 1999, 1998 and 1997, lease payments
amounted to $50,400, $50,400 and $21,000, respectively.
The Company leases rolling stock from various related parties under capital
lease agreements. The total obligation paid under these agreements for the
years ended December 31, 1999, 1998 and 1997 was $62,000, $69,000 and
$58,000, respectively.
The Company sells products to and purchases products from entities controlled
by a director of one of the Company's subsidiaries. During the years ended
December 31, 1999, 1998 and 1997, revenues reported amounted to $4,000,
$66,000 and $227,000, respectively. During the years ended December 31,
1999, 1998 and 1997, purchases amounted to $7,000, $21,000 and $23,000,
respectively.
The Company has a consulting agreement with a director of one of the
Company's subsidiaries. During the years ended December 31, 1999, 1998 and
1997, total fees paid were $3,500, $12,000 and $6,500, respectively.
NOTE 11 -- ENVIRONMENTAL PROTECTION EXPENDITURES
The Company is subject to various federal, state and local environmental laws
and regulations. Although Company environmental policies and practices are
designed to ensure compliance with these laws and regulations, future
developments and increasing stringent regulations could require the Company
to make additional unforeseen environmental expenditures.
Environmental accruals are routinely reviewed on an interim basis as events
and developments warrant.
The states the Company operates in have established corrective action funds.
The purpose of the funds are to provide monetary assistance in both assessing
and correcting a site for environmental problems. As a result, the Company
F-17
may have limitations on any potential contamination liabilities as well as
claims for reimbursement from third parties.
Included in selling, general and administrative expenses, for the years ended
December 31, 1999, 1998 and 1997, are $136,000, $144,000 and $119,000,
respectively, for site assessment, related cleanup costs and regulatory
compliance. Included in other assets at December 31, 1999 and 1998, are
unreimbursed costs from the States of $91,000 and $46,000, respectively.
Included in accrued expenses at December 31, 1999 and 1998 are $79,000 and
$194,000, respectively, for environmental remediation which management
believes is adequate to cover known remediation problems.
NOTE 12 -- COMMITMENTS AND CONTINGENCIES
The Company is a co-signer on a note for its 50% owned equity investment in
Coors Pyramid LLC. The amount payable on the note at December 31, 1999 and
1998 is $381,000 and $426,000, respectively.
At December 31, 1999, the Company has guaranteed a $1,350,000 note payable on
the office building in which the Company's corporate offices are located.
(See Note 10 - Related Party Transactions).
The Company is a party to certain litigation that has arisen in the normal
course of its business and that of its subsidiaries. In the opinion of
management, none of this litigation is likely to have a material effect on
the Company's financial position or results of operations.
In August 1999, the Company signed a definitive agreement to acquire Jardine
Petroleum Company ("Jardine"). Jardine is a petroleum distribution company
with operations primarily in Utah. The closing date is estimated to occur
before the end of the second quarter of the year 2000.
NOTE 13 -- OPERATING LEASES
The Company has entered into various noncancelable leases for land, buildings
and equipment with terms ranging from 3 to 15 years. Under most leasing
arrangements the Company pays the property taxes, insurance, maintenance and
expenses related to the leased property. Total rent expense under operating
leases for the years ended December 31, 1999, 1998 and 1997, was $1,210,000,
$1,086,000 and $844,000, respectively.
Minimum future obligations on leases in effect at December 31, 2000, are as
follows:
(Dollars in Thousands)
2000 $ 906
2001 902
2002 576
2003 340
2004 305
Thereafter 611
Total $3,640
F-18
NOTE 14 -- CAPITAL LEASES
Future maturities of capital leases are as follows for the years ending
December 31:
(Dollars in Thousands)
2000 $ 42
2001 2
Total minimum lease payments 44
Less: amount representing interest (6)
Present value of minimum lease payments $ 38
NOTE 15 -- STOCK OPTION AND INCENTIVE EQUITY PLANS
The Company has two Stock Option Plans, the 1994 Stock Option Plan providing
for the issuance of incentive stock options and non-qualified stock options
to the Company's key employees and the 1998 Incentive Equity Plan. Under the
two plans a maximum of 500,000 and 750,000 options to purchase shares,
respectively, may be granted at prices not less than 100% of the fair market
value at the date of grant. In addition, 200,000 Performance Units may be
granted. These units will be converted to shares of common stock based on
the achievement of certain performance criteria as determined by the Board of
Directors. These grants (none of which have been issued) may be less than
(at least 75% of market value), equal to or greater than the market value per
share on the date of grant.
Options issued to each employee vest in equal installments on the anniversary
dates of the date the options were granted. No options have been exercised.
The Company's common stock options were granted at exercise prices equal to,
or in excess of, market prices on the grant dates, and therefore no
compensation cost was recognized. The options were granted with maximum
terms of between one and ten years.
A summary of the status of the Company's stock option plans as of December
31, 1999, 1998 and 1997, is presented below:
1999 1998 1997
------------------ --------------------- ------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES EXERCISE EXERCISE EXERCISE
PRICE SHARES PRICE SHARES PRICE
------ ---------- ------- -------- ------ ---------
Outstanding
at beginning
of year 792,950 $ 3.73 599,300 $ 3.82 363,300 $ 3.57
Granted at
market 54,384 $ 3.00 135,550 $ 3.57 215,000 $ 3.77
Granted ex-
ceeding
market 436,072 $ 3.45 294,000 $ 3.92 65,000 $ 5.71
Exercised -0- -0- -0- $ -0- -0- $ -0-
Forfeited (213,800) $(3.79) (235,900) $(4.21) (44,000) $ (4.22)
Outstanding
at end of
year 1,069,606 $ 3.57 792,950 $ 3.73 599,300 $ 3.82
Options exer-
cisable at
Year-End 641,749 $ 3.57 525,233 $ 3.68 214,834 $ 3.69
Options Avail-
able for Future
Grant 180,394 N/A 457,050 N/A 115,700 N/A
F-19
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------- -------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
YEAR RANGE OF NUMBER REMAINING AVERAGE AVERAGE
OPTIONS EXERCISE OUTSTAN- CONTRACTUAL EXERCISE NUMBER EXERCISE
GRANTED PRICES DING LIFE PRICE EXERCISABLE PRICE
- ------- -------- -------- ----------- -------- ----------- --------
1993 $3.00 21,500 3.8 years $3.00 21,500 $3.00
1994 $5.25 15,600 4.1 years $5.25 15,600 $5.25
1995 $3.00 to $3.50 236,000 .8 years $3.46 236,000 $3.46
1996 $3.50 50,000 1.4 years $3.50 30,000 $3.50
1997 $3.50 to $5.77 90,000 2.1 years $4.14 60,666 $4.10
1998 $3.06 to $4.50 216,050 3.9 years $3.67 177,983 $3.56
1999 $2.75 to $3.75 440,456 3.9 years $3.43 100,000 $3.43
-------------- --------- --------- ------- --------- -----
$2.75 to $5.77 1,069,606 3.0 years $3.57 641,749 $3.57
Had compensation cost been determined based on the fair value at grant dates
for stock option awards consistent with the SFAS No. 123, the Company's net
income and earnings per share for the years ended December 31, 1999, 1998 and
1997, would have been reduced to the pro forma amounts indicated below:
(Dollars in thousands except per share information)
1999 1998 1997
Net Income: As reported $ 259 $1,168 $ 601
Pro Forma $(103) $1,010 $ 408
Earnings per share: Basic
As reported $ .07 $ .31 $ .16
Pro Forma $(.03) $ .27 $ .11
Diluted
As reported $ .07 $ .31 $ .16
Pro Forma $(.03) $ .27 $ .11
The pro forma compensation expense based on the fair value of the options is
estimated on the grant date using the Black-Scholes option-pricing model with
the following assumptions used for grants: no dividends; expected lives of
4.54 years for 1999, 3.49 years for 1998 and 2.96 for 1997; expected
volatility of 69%, 63%, and 60% for 1999, 1998 and 1997, respectively; and a
risk free rate of return of 5.88, 5.29, and 5.87 percent, respectively. The
weighted average fair value of those purchase rights granted in 1999, 1998
and 1997 was $1.60, $1.64 and $1.78 respectively.
F-20
NOTE 16 - SHAREHOLDERS' EQUITY
REDEEMABLE WARRANTS
In June of 1997, the Company sold redeemable warrants ("redeemable Warrants")
to purchase up to 690,000 shares of Common Stock as part of a public
offering. In May of 1999, the Company extended by two years the expiration
date of its publicly traded warrants. The 690,000 redeemable purchase
warrants now expire on June 4, 2001.
In 1998, the Company issued a total of 560,000 warrants in exchange for
services by non-employees and non-affiliates. The average exercise price of
these warrants is $3.67 per share. In 1998, 350,000 of these warrants were
cancelled. In 1999, 210,000 of these warrants expired.
In April of 1999, the Company issued 113,750 warrants to outside consultants.
The warrants have an exercise price of $2.90 per share and expire on April
2003.
PRIOR UNDERWRITING WARRANTS
In connection with the Company's initial public offering, the Company issued
to the managing underwriter 17,000 warrants to purchase shares of Common
Stock at $1.00 per share. 10,000 warrants have been exercised and 7,000
remain outstanding. These warrants are exercisable until June 30, 2000.
PRIVATE PLACEMENT WARRANTS
In February and March 1997, the Company sold warrants to purchase up to
130,000 shares of Common Stock as part of a private placement. These
warrants are exercisable at $5.00 per share during the period from March 28,
1998 to March 27, 1999. These warrants expired in 1999.
TREASURY STOCK
The Company began in November 1997 acquiring shares of its common stock in
connection with stock repurchase programs. The programs authorize the
Company to purchase up to $2,700,000 in common shares on the open market or
pursuant to negotiated transactions at price levels the Company deems
attractive. The Company purchased 19,000 shares of common stock in 1997 at
an aggregate cost of $89,000 and 698,000 shares of common stock in 1998 at an
aggregate cost of $2,600,000. Of the shares purchased in 1998, 533,000 shares
were purchased from a Director at a cost of $2,000,000. As of December 31,
1998, 585,000 shares were retired.
NOTE 17 - BUSINESS SEGMENTS
The Company operates in six business segments: gasoline, diesel, propane,
grease and lubes, convenience store items and other products (anti-freeze,
chemicals, services, hardware and miscellaneous items). Senior management
evaluates and makes operating decisions about each of these operating
segments based on a number of factors. Two of the most significant factors
used in evaluating the operating performance are: revenue and gross profit
before depreciation as presented below:
F-21
Year ended December 31,
1999 1998 1997
Net sales
Gasoline $ 41,480 $ 28,136 $ 30,471
Diesel 77,741 56,704 35,124
Propane 4,803 3,848 3,937
Greases and lubes 16,744 16,916 7,542
Convenience store items 6,696 5,672 5,338
Other 7,747 7,086 6,027
Total net sales $155,211 $118,362 $ 88,439
Gross profit, before depreciation
Gasoline $ 4,847 $ 4,280 $ 3,561
Diesel 8,253 6,181 2,999
Propane 1,946 1,414 917
Greases and lubes 3,508 3,445 909
Convenience store items 1,664 1,547 1,510
Other 4,576 3,937 3,104
Total gross profit $ 24,794 $ 20,804 $ 13,000
Reconciliation to net income:
Selling, general and administrative $ 21,036 $ 16,369 $ 10,858
Depreciation and amortization 2,196 1,536 956
Income from operations 1,562 2,899 1,186
Other income (expense) (602) (348) 397
Income tax expense 210 939 583
Minority interest 491 444 399
Net income $ 259 $ 1,168 $ 601
The Company does not account for assets by business segment and, therefore,
depreciation and amortization are not factors used in evaluating operating
performance.
NOTE 18 - QUARTERLY INFORMATION (UNAUDITED)
The summarized quarterly financial data presented below reflects all
adjustments which, in the opinion of management, are of a normal and
recurring nature necessary to present fairly the results of operations for
the periods presented.
(Dollars in Thousands except per share)
1999 Total Fourth Third Second First
- ------------- ----------- ----------- ----------- ----------- -----------
Sales $ 155,211 $ 46,437 $ 44,659 $ 36,965 $ 27,150
Gross profit $ 24,794 $ 6,541 $ 6,911 $ 5,899 $ 5,443
Income (loss)-
before in-
come taxes
and minority
interest $ 960 $ (898) $ 660 $ 559 $ 639
Net income
(loss) $ 259 $ (547) $ 294 $ 231 $ 281
Net income
(Loss) per
share
Basic $ .07 $ (.17) $ .09 $ .07 $ .08
Diluted $ .07 $ (.16) $ .08 $ .07 $ .08
F-22
1998 Total Fourth Third Second First
- ------------- ----------- ----------- ----------- ----------- -----------
Sales $ 118,362 $ 30,496 $ 31,467 $ 29,575 $ 26,824
Gross profit $ 20,804 $ 5,773 $ 5,545 $ 4,747 $ 4,739
Income before
income taxes
and minority
interest $ 2,551 $ 514 $ 790 $ 639 $ 608
Net income $ 1,168 $ 213 $ 389 $ 293 $ 273
Net income
per share
Basic $ .31 $ .06 $ 0.11 $ 0.07 $ 0.07
Diluted $ .31 $ .06 $ 0.11 $ 0.07 $ 0.07
F-23
SCHEDULE 2
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Thousands)
Additions
Balance Charged Balance
beginning Charged to other end
Description of the year to costs accounts Deductions of year
- ----------- ----------- -------- -------- ---------- --------
1999
----
Inventory reserve $ 41 $ 22 $ -0- $ (27) $ 36
Bad debt reserve -
Accounts receivable $ 201 $ 249 $ -0- $(217) $ 233
Bad debt reserve -
Notes receivable $ 167 $ 56 $ -0- $(109) $ 114
1998
----
Inventory reserve $ 38 $ 27 $ -0- $ (24) $ 41
Bad debt reserve -
Accounts receivable $ 455 $ 40 $ 11(a) $(305) $ 201
Bad debt reserve -
Notes receivable $ 101 $ 85 $ -0- $ (19) $ 167
1997
----
Inventory reserve $ 8 $ 30 $ -0- $ -0- $ 38
Bad debt reserve -
Accounts receivable $ 242 $ 221 $ 52(b) $ (60) $ 455
Bad debt reserve -
Notes receivable $ -0- $ 23 $ 78(c) $ -0- $ 101
(a) Acquisition of Tri-Valley Gas Company
(b) Acquisition of Fleischli Oil Company, Inc.
(c) Reclassification
S-1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.
METEOR INDUSTRIES, INC.
/s/ Edward J. Names
Dated: April 14, 2000 By:_________________________________
Edward J. Names, President
/s/ Richard E. Kisser
Dated: April 14, 2000 By:_________________________________
Richard E. Kisser, Secretary/
Treasurer, Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dated indicated.
/s/ Ilyas Chaudhary
Dated: April 14, 2000 By:____________________________________
Ilyas Chaudhary, Director
/s/ Edward J. Names
Dated: April 14, 2000 By:____________________________________
Edward J. Names, President, Chief
Executive Officer and Director
/s/ Dennis R. Staal
Dated: April 14, 2000 By:____________________________________
Dennis R. Staal, Director
/s/ Irwin Kaufman
Dated: April 14, 2000 By:____________________________________
Irwin Kaufman, Director
/s/ Richard E. Dana
Dated: April 14, 2000 By:____________________________________
Richard E. Dana, Director