U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 for the fiscal year ended September 25, 1999

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from

                         _____________ to _____________.


                         Commission file number 0-18353

                           THE COEUR D'ALENES Company

            Idaho                                           82-0109390
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

             PO Box 2610
         Spokane, Washington                             99220-2610
(Address of principal executive offices)                 (Zip Code)

                                 (509) 924-6363
               (Registrant's telephone number including area code)

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None


                             Name of each exchange
                    Title of each class on which registered


                           Common stock, no par value

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and has been subject to such filing requirements for at least the
past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B 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-KSB or any amendment to
this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year: $12,247,613

The aggregate market value of the voting stock of the registrant held by non
affiliates cannot be readily determined because there is no established public
trading market for such stock.

Shares outstanding as of December 7, 1999: 5,344,233

No documents incorporated by reference herein.

<PAGE>

ITEM 1.   DESCRIPTION OF BUSINESS.

(a)  GENERAL DEVELOPMENT OF BUSINESS.

         The Coeur d'Alenes Company was first established as J. R. Marks & Co.,
in Murray, Idaho during the gold rush of 1884 as a supply house for miners. By
1886, there were five stores in North Idaho. In 1889, they became part of
Holley, Mason, Marks & Company of Spokane, Washington. In 1892, the five North
Idaho stores were spun off by a group (including an original owner) and
incorporated under the name of The Coeur d'Alene Hardware Co. In 1913, the major
shareholders of Coeur d'Alene Ironworks put the assets of both companies
together, and the resulting Company was incorporated under the name of Coeur
d'Alene Hardware and Foundry Company. In 1959, Coeur d'Alene Hardware and
Foundry Company changed its name to The Coeur d'Alenes Company.

         In February 1993, The Coeur d'Alenes Company merged with and into an
inactive mining company, Conjecture, Inc. ("Conjecture"), with Conjecture being
the surviving corporation but changing its name to The Coeur d'Alenes Company
("Cd'A" or the "Company") immediately following the merger. Conjecture was
incorporated in 1954 under the original name Conjecture Mines, Inc., but changed
its name to Conjecture, Inc. in 1989.

         Cd'A, together with its wholly-owned subsidiary Union Iron Works, Inc.
of Spokane (dba Cd'A Stock Steel), is engaged in the business of the
distribution, processing and fabrication of steel, other metals and related
products. In early 1993 Conjecture's unpatented mining claims lapsed and, since
the merger, Cd'A has sold Conjecture's remaining patented mining claims. As a
result, Cd'A is no longer involved in the mining business on even an inactive
basis. As part of its strategic plan, Cd'A has implemented various changes over
the years in order to shift its business emphasis and focus away from higher
volume, lower margin business (involving a lesser value added component in the
form of fabrication, processing or other services) and more towards a lower
volume, higher margin business (involving a greater value added component in the
form of fabrication, processing, delivery or other services). As a result of
these changes, a significant amount of Cd'A's revenue is currently generated by
the value added and service aspects of this business.

         In October 1993, Cd'A made a significant acquisition of assets when it
purchased property for distribution operations for approximately $1,150,000,
with the seller providing most of the financing. During September, 1995,
construction began on a new facility at the same location to house the
fabrication business. A construction loan from the Seafirst bank in the amount
of $1,678,728 was used to pay off the seller provided financing and provide 75
percent of the cost of construction. In September 1996, the facility was
complete and the business relocated. During August, 1996, construction began to
remodel and enlarge the office space located on the same property. The total
cost was approximately $262,000. The project was completed December 1996. See
Items 2 and 6.

(b)  NARRATIVE DESCRIPTION OF BUSINESS.

         Cd'A is based in Spokane, Washington and conducts its operations in two
separate facilities located at 3900 E. Broadway in Spokane, Washington. The
fabrication operations generally consist of the custom production of finished
metal structures or products (or components thereof) in accordance with a
customer's specifications. The fabrication operations include activities such as
cutting, bending, drilling, riveting, welding, assembling. The items produced by
the fabrication operations vary depending upon the nature of a customer's order,
but in the past have included such items as baghouses (which trap emissions from
factories or other manufacturing facilities), crucibles, potshells and liners
for aluminum, magnesium or other metal producers, slurry impellers for industry
and structural metal supports for highway signs. The distribution operations
generally consist of the resale of stock metal materials purchased from mills
with further processing or other services, such as cutting, bending, burning, or
sawing stock metal materials to a customer's specifications (component parts) or
delivery to a customer's location. Metal materials in various types, grades,
shapes and sizes are sold by the distribution operations, including such items
as beams, bars, plates, sheets, angles, tubes, pipes, gratings and decorative
iron. The distribution operations are referred to in the industry and sometimes
referred to herein as a steel service center.

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<PAGE>


         Cd'A is not dependent on a single supplier or a small number of
suppliers. Over time, it has purchased from domestic mills, foreign mills or a
combination thereof, depending upon mill prices, transportation costs and
foreign currency exchange rates.

         Cd'A's customers are primarily industrial in nature. Although the mix
of Cd'A's customers varies over time, a substantial portion of Cd'A's sales in
the recent past has been to customers engaged in the agriculture, lumber,
construction, mining, metal producing, or other manufacturing industries.

         Since there is turnover among Cd'A's customers (especially in the
fabrication business which is on a job to job basis and often involves
relatively large jobs), over any given period, the business of a few customers
may represent a significant portion of Cd'A's business. In fiscal 1999 one
customer amounted to 12% total sales. In fiscal 1998, no single customer
contributed business in excess of 10% of total net sales. The loss of this large
customer could have a significant adverse effect on the immediate business of
Cd'A especially in those situations where it resulted in the loss of large
fabrication jobs which had already been awarded to Cd'A. The turnover among
customers, however, means that any such adverse effect on the business of Cd'A
over the longer term will be more attenuated.

         Nonetheless, it is still important for Cd'A to retain any such large
customers.

         The primary market area served by Cd'A is the Pacific Northwest.
Although the market area also fluctuates somewhat over time, currently the
biggest market area in terms of sales is the Inland Northwest (Eastern
Washington, Northern Idaho, Northeastern Oregon and Western Montana). The
geographical market area of Cd'A is somewhat constrained by high relative
transportation costs associated with delivery to customers of products it sells.
The transportation cost component, however, is a more significant factor for the
steel service center operations than for the fabrication operations because of
the higher value added component and potential for higher margins in the
fabrication business. Cd'A markets its products throughout the Inland Northwest
through sales representatives who cover this territory.

         In October, 1999, Stock Steel opened a small warehouse facility in
Wenatchee, WA. The primary business purpose is to sell ornamental iron and to
provide will call service to businesses in the area, many of which Stock Steel
is already supplying out of the Spokane facility.

         Cd'A's steel service center business faces stiff competition, both from
other steel service centers (mainly those located in or near Cd'A's market area
due to transportation costs) and, for larger orders not requiring additional
processing or other services, from the mills themselves (not necessarily limited
to those located in or near Cd'A's market area since transportation costs from
the mill to Cd'A and from Cd'A to the customer may be approximately the same as
transportation costs from the mill directly to the customer). Cd'A's fabrication
business also faces stiff competition from other fabrication businesses,
primarily those located in the West and Midwest but also to a lesser extent,
those located in other areas of the United States. Again, transportation costs
somewhat constrain the size of the geographical market area for competing
fabrication operations, although as mentioned above this is a less significant
factor than for steel service center operations. Relatively high transportation
costs have not had and are not anticipated to have, a significant impact on
Cd'A's operations because, as mentioned above, the competition in the area
generally is faced with the same costs. In addition, to the extent that the
fabrication business market has been in Western Washington where much of the
competition is located, the cost of living and therefore labor rate
differentials generally were enough to offset the higher transportation cost of
Cd'A.

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<PAGE>


         Cd'A's steel service center business has larger working capital
requirements than the fabrication business. Cd'A is required to carry
significant amounts of inventory (generally three to four months worth) in the
steel service center business in order to provide just-in-time delivery for its
customers. Although Cd'A provides rights to return materials, materials returned
to Cd'A after sale for reasons other than quality of product or service are
subject to a restocking charge. Cd'A experiences a very limited amount of
returned goods. Customer payment terms are primarily net 30 days. Ten day
payment discounts are offered to some customers. The fabrication business
requires smaller working capital for work in process inventory.

         Metal price fluctuations on the supply side have an effect on the
amount of working capital required to support inventories. When the price of
metal goes down, as it did during the year ended September 25, 1999, the
resources required to be invested in inventories declines also. Generally the
gross margins available in the market during these periods of declining prices
are lower than normal. When the cost goes back up again, margins will generally
recover assuming the strength of the market does not deteriorate.

         Both the steel service center business and the fabrication business are
dependent on local, regional and, to a lesser extent, national economic
conditions. The cyclical nature of these businesses makes it necessary for Cd'A
to constantly watch the economic indicators in order to adjust capacity and
inventory appropriately. Failure to anticipate a downturn or upturn can have a
negative effect on earnings and cash flows because capacity and inventory may be
too high in a downturn resulting in a higher cost structure and increased cash
flow pressures and too low in an upturn resulting in lost sales.

         Cd'A has generally not experienced a material seasonal effect on its
business. The company's two major areas of business, steel distribution and
steel fabrication are somewhat counter cyclical.

         Cd'A has no material patents, trademarks, licenses, franchises,
concessions or royalty agreements. During September 1999, prior to fiscal year
end, Cd'A acquired a license agreement to manufacture and market a road patching
machine, the concept of which is covered by patents. Cd'A then assigned the
license agreement to a newly formed company, Road Renovator, LLC (the "LLC"). As
a result of the assignment, Cd'A received an ownership interest in the LLC. Once
the expected venture capital has been raised, Cd'A's interest will be 30%. The
LLC has an agreement with ARESCO, Inc. to manufacture the equipment.

         Cd'A fabrication business had a labor contract with Ironworkers Local
#506 which expired August 1995. The Company continued to apply the terms and
conditions of the expired contract while attempting to negotiate a new, mutually
agreeable contract. In December 1996 the employees who were members of the
Ironworkers union elected to decertify and are no longer covered by a labor
contract. Cd'A also had a labor contract with Teamsters Local #582 which expired
in April 1995. Following the Ironworkers decertification, in June 1997 the
Teamsters Local #582 disclaimed recognition of a bargaining unit at Cd'A. There
are currently no employees covered by a labor contract.

         Various environmental laws and regulations apply to Cd'A's operations.

         Cd'A is not aware of any environmental law or regulation claim by any
governmental authority or regulatory body with which it has not complied. At
this time, it is not expected that federal, state or local environmental laws or
regulations will have a material adverse effect on the capital expenditures,
earnings or competitive position of Cd'A. Cd'A has not made any material capital
expenditures for environmental control facilities during the current or prior
two fiscal years, nor is it currently anticipated that Cd'A will make any
material capital expenditures for environmental control facilities during the
next fiscal year.

         Cd'A is not aware of any existing or probable governmental regulations
which would have a material adverse effect on Cd'A's business.

         Cd'A currently has 65 total employees (54 in the steel service center
business and 11 in the fabrication business). The Company believes that its
relations with its employees are good.

                                       3
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY.

         Cd'A conducts its operations out of two facilities located at 3900 E
Broadway in Spokane WA. Each of the two facilities is approximately 42,150
square feet for a total of approximately 84,300 sq. ft. The fabrication business
occupies approximately 20,000 square feet in the most recently constructed
building, with the steel service center business occupying the remaining 64,300
square feet. The property was purchased by Cd'A in October 1993 with
approximately 45,000 square feet of building including approximately 3,000
square feet of office space. An additional 42,150 square foot facility was added
during the fiscal year ended September 1996. During the first quarter of the
fiscal year ended September 1997, an additional 3,050 sq. ft. of office space
was added to the existing office space. On September 10, 1999, The Company
entered into a lease for a small warehouse in Wenatchee, WA. The term of the
lease is two years, beginning October 1, 1999. The monthly rent is $1,600 per
month for the first year and $1,648 per month for the second year. The lease can
be terminated at the end of the first year upon notice properly given and with a
termination penalty of $2,000. The Company also has an option to renew the lease
for an additional five years with a 3% escalation clause with respect to lease
payments. The lease also provides for a first right of refusal on some
additional warehouse space adjoining the space currently leased.The Company
believes its facilities are suitable and adequate to meet its current needs.

         The facilities have a first lien in favor of a bank securing a
promissory note in the amount of approximately $1,840,000 as of September 25,
1999 and a second lien in favor of the holders of convertible debentures in the
amount of $128,000. See item 5 and 6.

ITEM 3.  LEGAL PROCEEDINGS.

         Cd'A is not a party to any material pending legal proceedings, nor is
any of its property subject to any material pending legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of security holders during the
fourth quarter of the last fiscal year through solicitation of proxies or
otherwise.


PART II

ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

         (a) MARKET FOR COMMON STOCK. Although the common stock of Cd'A, having
no par value, is traded on the over-the-counter market based in Spokane,
Washington, there is currently no established public trading market for Cd'A
Common Stock. Since July 1, 1993, Cd'A Common Stock has been traded on this
over-the-counter market, with the primary basis consisting of limited quotations
by Sandberg Securities, Empire Securities and Pennaluna, Inc., securities
broker-dealers based in Spokane, Washington and Coeur d'Alene, Idaho. The range
of high bid and low bid quotations for Cd'A Common Stock, by quarters, for the
period beginning October 1, 1997 through September 30, 1999 are set forth in
dollars per share below:

                                  1999                     1998
                                High - Low              High - Low
                                ----------              ----------

July 1 - September 30           $.16 - $.12             $.28 - $.28
April 1 - June 30               $.24 - $.16             $.28 - $.20
January 1 - March 31            $.28 - $.23             $.20 - $.20
October 1 - December 31         $.28 - $.28             $.20 - $.20

The source of the above quotations is the Spokane over-the-counter listing, and
the above quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.
In addition, the lack of an established public trading market for Cd'A Common
Stock should be kept in mind in reviewing the above quotations. The prices shown
are reflective of limited transactions.

                                       4
<PAGE>


(b) HOLDERS. As of December 6, 1999, there were approximately 825 holders of
record of Cd'A Common Stock.

(c) DIVIDENDS. In the last two fiscal years, Cd'A has not declared or paid any
dividend on Cd'A Common Stock. Cd'A is restricted under the terms of its bank
loan agreement from paying dividends in an amount greater than 10% of net income
without the prior approval of the bank lender.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
          OPERATIONS.

        THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

         This report contains forward-looking statements regarding, among other
items, anticipated trends in the Company's business. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the Company's
control. Actual results could differ materially from these forward-looking
statements as a result of the factors described elsewhere herein, including,
among others, regulatory or economic influences. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained in this Report will in fact transpire or prove to be accurate.

LIQUIDITY AND CAPITAL RESOURCES

         The Company anticipates that it will continue operating the steel
distribution business much as it has for the past two years during the
twelve-month period beginning September 26, 1999 and ending September 30, 2000.
In October 1999, the Company signed a two-year lease on a small warehouse
facility in Wenatchee, WA. The Company intends to conduct a business similar to
the steel distribution business in Spokane out of the Wenatchee location on a
much smaller scale. The inventory will be supported out of the Spokane facility
and it should not be necessary to increase the Company wide inventory by a
significant amount. The Company has an option to cancel the lease at the end of
the first year with a $2,000 penalty.

         Gross margins as a percent of sales are likely to be somewhat lower
than the year just ended. After approximately eighteen months of declining steel
prices, the replacement inventory costs appear to be going back up. The economic
climate will likely prevent any sales growth in the distribution business other
than what may be attributable to the Wenatchee branch. The demand for fabricated
metal products in our niche of the market appears to be strong and should allow
for some sales growth in the fabrication business segment.

         During October 1993, the Company purchased the real estate occupied by
the Steel Service Center business and sold convertible debentures in a private
placement in order to raise the down payment. The purchase price of the property
was $1,150,000. The convertible debenture offering was for $250,000 with
$200,000 used for the down payment. The debentures were due in October, 1998,
but the initial term was extended for one additional year to October 31, 1999.
The interest rate during the extended term was decreased from 9-1/4% to 8-3/4%.
The debentures allowed the holder to convert in whole or in part to Cd'A common
stock after October 31, 1994. The initial conversion price was $.125 per share
of Cd'A common stock. On November 1 in each of 1995, 1996 and 1997, the

                                       5
<PAGE>


conversion price was increased by an amount equal to 20% of the initial
conversion price. On October 30, 1995, $122,000 of the debentures were converted
at the initial conversion price of $.125 per share resulting in 976,000
additional shares of common stock issued and outstanding. The conversion price
during the period of the extension was $.28 per share. The debentures were
secured by a second lien on the real estate. The remaining $128,000 of
debentures were redeemed subsequent to the end of the fiscal year on October 31,
1999.

         The Company has a loan secured by a first lien on the real estate out
of which the businesses are operated. The loan is due in January 2007 and has a
twenty-year amortization period with a balloon payment of the balance remaining
at the end of ten years. The interest rate was fixed in February 1998 at 8-1/2%.

         During the current fiscal year the Company plans to spend approximately
$130,000 to purchase some additional equipment, replacing existing aged
equipment and adding capacity. It is likely that a bank will provide funds for
75% of the anticipated expenditures with terms and conditions similar to those
negotiated on other equipment loans.

         In fiscal 1999, the Company financed the business primarily with cash
flows from operating activities. During the year ended September 25, 1999 cash
decreased by approximately $7,000. The Company's cash flows provided by
operating activities were approximately $720,000 in fiscal 1999 and
approximately $220,000 in fiscal 1998. Cash flows provided by operating
activities in fiscal 1999 were primarily impacted by net income of $142,000,
adjusted by depreciation of $230,000, a decrease in accounts receivable and
inventories of $365,000 and $89,000 respectively and by increasing accrued
expenses of $103,000. Cash flows provided by operating activities in fiscal 1998
primarily consisted of net income of $251,000, adjusted by depreciation of
$219,000, an increase in accounts payable and accrued expenses of $65,000 and
reduced by increases in accounts receivable and inventories in the amounts of
$165,000 and $211,000 respectively. Cash flows used by investing activities of
$217,000 during fiscal 1999 and $242,000 in fiscal 1998 were attributable to
additions to property and equipment. Cash flows used by financing activities
during fiscal 1999 of $510,000 were primarily used to pay down the operating
line of credit and to repay $110,000 on long-term debt, offset slightly by
additional borrowing of $78,000 on a new equipment loan. Cash flows used by
financing activities for fiscal 1998 of $28,000 were primarily used to make
payments on term debt of $102,000 offset by a new term loan in the amount of
$67,000 and net borrowing of $10,000 on the operating line of credit.

         Working capital at September 25, 1999 of approximately $2,105,000 is
virtually the same as at September 26, 1998 in the amount of $2,102,000. Cd'A is
very dependent on external sources of funding in the forms of operating lines of
credit and long term property and equipment loans. As of the end of the fiscal
year ended in September, 1999, Cd'A has an operating line of credit in the
amount of $1,850,000 with a bank. The interest rate is the bank's prime rate
plus 1/4%. The operating line expires on May 1, 2000. In the event that it is
not possible to renew the operating line, it would be necessary for Cd'A to
raise capital through stock issuances, bond sales or other available means.
Management, however, does not anticipate a significant problem in renewing the
operating line next April on substantially the same terms and conditions as the
current line.

NEW ACCOUNTING PRONOUNCEMENTS

         In June, 1998, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which requires companies to
recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the change in the fair value of the hedged asset or
liability that is attributable to the hedged risk or (ii) the earnings effect of
the hedged forecasted transaction. For a

                                       6
<PAGE>


derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. In July 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities Deferral
of the effective date of SFAS No. 133 to now be for all fiscal quarters of
fiscal years beginning after June 15, 2000.

         In October 1998, the FASB Issued SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained After the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise", which effectively changes the
way mortgage banking firms account for certain securities and other interests
they retain after securitizing mortgage loans that were held for sale. SFAS No.
134 is effective for financial statement periods beginning after December 15,
1998.

         In June 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
98-5, "Reporting on the Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5
requires all start-up and organizational costs to be expensed as incurred. It
also requires all remaining historically capitalized amounts of these costs
existing at the date of adoption to be expensed and reported as the cumulative
effect of a change in accounting principle. SOP 98-5 is effective for all fiscal
years beginning after December 31, 1999.

         In February 1999, the FASB issued SFAS No. 135, "Rescission of
Financial Accounting Standards Board No. 75 and Technical Corrections." SFAS No.
135 rescinds SFAS No. 75 and amends SFAS No. 35. SFAS No. 135 also amends other
existing authoritative literature to make various technical corrections, clarify
meanings, or describe applicability under changed conditions. SFAS No. 135 is
effective for financial statements issued for fiscal years ending after February
15, 1999.

         None of the foregoing pronouncements is expected to have a material
effect on the Company's reported operating results or on its financial statement
presentation.

YEAR 2000 COMPLIANCE

         The Company has reviewed its business and processing systems and
determined that all critical elements of the systems are year 2000 compliant.
The Company has made inquiries of customers and suppliers on which the
operations of the business are critically dependent to determine their year 2000
readiness. An analysis of the responses indicates substantial compliance with
year 2000 issues, so that any effect based on a third party's noncompliance is
not expected to be material.

         The Company has expended approximately $25,000 on programming changes
and new equipment in order to assure that all of our systems are Year 2000
compliant. If for some reason any of the the programming should fail,
alternative manual systems could be easily implemented. None of our production
equipment have date sensitive programming.

                                        7
<PAGE>


RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated the percentage
of revenues represented by certain items reflected in the Company's statements
of income:

                                                       Year Ended
                                             ------------------------------
                                             September 25,    September 26,
                                                 1999              1998
                                             -------------    -------------
Net Sales                                       100.00%          100.00%
Cost of Sales                                    73.14%           74.62%
Gross Profit                                     26.86%           25.38%
Selling, General &
  Administrative Expense                         23.89%           21.20%
Operating Income                                  2.97%            4.18%
Interest Income                                    .33%             .26%
Interest Expense                                 (2.03%)          (2.10)%
Other Income                                       .38%             .18%
Income Before Income Taxes                        1.65%            2.52%
Income Tax Expense                                 .49%             .77%
Net Income                                        1.16%            1.75%

Fiscal 1999 Compared to Fiscal 1998

         Net sales decreased 15% to $12,248,000 in fiscal 1999 from $14,368,000
in fiscal 1998. Fabrication sales declined by 37% to $1,476,000 from $2,331,000
the prior year. The decline was due to a diminished demand in that segment of
the fabrication market that makes up our niche. Distribution sales also declined
by 10% to $10,772,000 from $12,037,000 the prior year. This decline was due to
increased price competition in certain segments of the market. The lower
distribution sales volume is expected to continue during the current fiscal
year. The distribution business accounted for 88% of the consolidated sales
during the fiscal year ended September, 1999 and 84% during the prior fiscal
year. The fabrication business contributed the remaining 12% in fiscal 1999 and
16% in fiscal 1998.

         Cost of sales as a percentage of sales for fiscal 1999 at 73% compares
to 75% during the preceding fiscal year. The decrease is the result of declining
inventory replacement costs during the first three quarters of fiscal 1999. Cost
of sales for the distribution business was 74% for fiscal 1999 and 76% for
fiscal 1998, while the fabrication business increased to 69% for fiscal 1999
from 67% for the prior year.

         Selling, general and administrative expenses decreased by $119,000
during fiscal 1999 compared to fiscal 1998. The decrease was possible not only
because the sales volume declined but also because fiscal 1998 was burdened with
the expense of a plant reorganization to accommodate the move of a major piece
of equipment. As a percentage of sales, the total selling, general and
administrative expense increased to 24% of sales in fiscal 1999 from 21% in
fiscal 1998.

         Interest expense at $248,000 during the fiscal year ended September 25,
1999 was $54,000 lower than for the prior fiscal year at $302,000. The decrease
was primarily the result of the lower cost of inventories during most of fiscal
1999. The lower cost of material from the mills minimized the Company's
dependence on the operating line of credit during the most recently completed
fiscal year.

                                       8
<PAGE>


         Other income increased from $26,000 during fiscal 1998 to $46,000 for
fiscal 1999. The increase was due to higher returns from a retrospective rating
plan in which the Company participates for Industrial Insurance coverage and a
one time dividend paid by the State of Washington on Industrial Insurance
surplus funds.

         Income tax expense of $60,000 for fiscal 1999 compares to $110,000 for
fiscal 1998. The effective tax rate was 30% for both years.

         At September 25, 1999, the Company had a deferred long term tax
liability of $156,000 resulting primarily from the use of accelerated methods of
depreciation of fixed assets offset slightly by a long term tax asset due to a
net operating loss carryover. A valuation allowance has been established to the
extent the Company believes it is more likely than not that the net operating
loss tax advantage will not be realized. The Company also has a short term
deferred tax asset of $65,000 resulting from vacation accrual and allowance for
bad debts. The deferred tax liability and asset for the prior fiscal year were
$120,000 and $56,000 respectively.

         The various factors discussed above resulted in a net income for the
fiscal year ended September 25, 1999 of $142,000 compared to $251,000 for the
year ended September 26, 1998.

ISSUES, OUTLOOKS AND UNCERTAINTIES

         Cd'A continues to make changes to the structure of its business as
changing market conditions dictate. Most recently, the press brake business was
moved to the distribution line of business and new equipment was purchased to
supplement that segment of the business. During the current fiscal year, the
Company has expanded to open a branch in Wenatchee. Management believes that the
distribution business will experience somewhat of a flat sales volume for the
current year. The fabrication business should be stronger. It appears that the
cost of metal at the mills has started to increase after dramatic declines
during the year just ended. The fabrication business has been working to expand
its market niche with some success and will continue during the current year.
The near term outlook for the fabrication business is good, however, it is hard
to predict trends further than about six months into the future. The fabrication
business added a Demag crane dealership to its line of business during fiscal
1998. During fiscal 2000, the Company will build some of the cranes it sells.
The prospects for expansion in crane fabrication are good.


ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS.

     See the Consolidated Financial Statements beginning on page 19.

INDEX TO FINANCIAL STATEMENTS
     Audited Consolidated Financial Statements
     Report of Independent Certified Public Accountants             F-2
     Consolidated Balance Sheets                                    F-3 to F-4
     Consolidated Statements of Income                              F-5
     Consolidated Statements of Stockholders' Equity                F-6
     Consolidated Statements of Cash Flows                          F-7
     Summary of Accounting Policies                                 F-8 to F-10
     Notes to Consolidated Financial Statements                     F-11 to F-18

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

     None.

          (The balance of this page has been intentionally left blank)

                                       9
<PAGE>


                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

(a) DIRECTORS AND EXECUTIVE OFFICERS.  THE FOLLOWING TABLE SETS FORTH THE
DIRECTORS AND EXECUTIVE OFFICERS OF CD'A.
                                                        Service
Name                          Age   Position            Commenced
----                          ---   --------            ---------
Jimmie T.G. Coulson           66    Director,           Jan. 1976
6203 S. Corkery Ext. Rd.            President,          Jan. 1982
Spokane, WA  99223                  Chief Exec. Off.    Jan. 1982

Marilyn A. Schroeder          48    Director,           Dec. 1991
N. 15406 Lloyd Lane                 Treasurer,          Jan. 1982
Mead, WA  99021                     Chief Fin. Off.     Jan. 1982
                                    Secretary           May  1994

Wendell J. Satre              81    Director            Mar. 1989
39 W. 33rd
Spokane, WA  99203

Robert Shanewise, M.D.        77    Director            Mar. 1989
921 W. Comstock Ct.
Spokane, WA  99203

Lawrence A. Stanley           71    Director            Feb. 1997
311 W. 32nd Ave.
Spokane WA  99203

Lawrence A. Coulson           41    Vice-President      Jan. 1990
5611 S. Corkery Road
Spokane WA  99223

Joel E. Simpson               42    Vice-President      Aug. 1995
1306 E. Sara Lane
Spokane WA  99223

         Mr. Coulson has been a director of Cd'A since January 1976 and
president and chief executive officer of Cd'A since January 1982. He is also a
director and president of Union Iron Works, Inc., of Spokane (dba Cd'A Stock
Steel), which is a wholly-owned subsidiary of Cd'A. Mr. Coulson also is a
director of Inland Northwest Bank, a publicly-held bank based in Spokane,
Washington. He served the Steel Service Center Institute governmental affairs
committee as a past chairman.

         Ms. Schroeder has been treasurer and chief financial officer of Cd'A
since January 1982, a director of Cd'A since December 1991 and secretary from
May 1994 through February 1998 and Vice-President since February 1998. She also
serves as a member of the board of directors of Associated Industries of the
Inland Northwest.

         Mr. Satre has been a director of Cd'A since March 1989. He is a retired
chairman and CEO of Washington Water Power. He also is a director and chairman
of Output Technology Corporation and a director of ARESCO, Inc. and Key Tronic
Corporation where he served as acting president from August 1991 to March 1992.

                                       10
<PAGE>


         Dr. Shanewise has been a director of Cd'A since March 1989. Dr.
Shanewise has been an orthopedic surgeon for Orthopedic Associates, Inc., from
1955 to present. He also was a director of Conjecture from 1979 to February 1993
and president of Conjecture from 1987 to the merger date of February 2, 1993
with The Coeur d'Alenes Company. Dr. Shanewise is owner of Moran Vista Assisted
Living Facility.

         Lawrence A. Stanley is currently CEO of Empire Bolt and Screw, Inc.; a
Director of Washington Water Power Company; ARESCO, Inc., Output Technology
Corporation, a manufacturer of high speed printers for industry; and CXT, Inc. a
prestressed concrete manufacturer. He is past Chairman of the Association of
Washington Businesses and the Spokane Area Chamber of Commerce.

         Lawrence Coulson has been the General Manager at Stock Steel since
September 1986 and a Vice-President since January 1990. Lawrence is a certified
credit executive (C.C.E.) and Director of the National Association of Credit
Management Inland Northwest. Lawrence is also a past President of the Spokane
Chapter of the Steel Service Center Institute. Lawrence has a Masters Degree in
Business Administration from Gonzaga University.

         Joel E. Simpson has been employed at The Coeur d'Alenes Company since
1979. Joel became Merchandise Manager in 1985, Steel Service Center Manager in
1988, General Manager of the Industrial Fabrication Division in 1993 and
Vice-President of Cd'A in 1995. He served as President of the Steel Service
Center Institute, Spokane chapter from 1989 to 1992 and is currently on the
Spokane Economic Development Council's Workforce Development Committee. Joel has
an MBA degree from City University.

         Each of the directors of Cd'A serve until his or her successor is duly
elected at the next annual shareholder meeting of Cd'A or until his or her
earlier resignation, removal or death.

(b) COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT.

         Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company with respect to the last fiscal year, Cd'A is not aware
of any failure to file any of such Forms during the last fiscal year or prior
years by any person who, at any time during the last fiscal year, was a
director, officer, or a beneficial owner of more than 10% of the shares of Cd'A
Common Stock.

ITEM 10.   EXECUTIVE COMPENSATION.

Name & Principal                             Other      Annual
Position                Yr       Salary*  Compensation  Bonus        Total
----------------        --       -------  ------------  ------       -----

Jimmie Coulson          99      $112,262**     0             0      $112,262
President, CEO          98      $109,197**     0        $7,200      $116,397
                        97      $102,577**     0             0      $102,577

         * Based upon salaries paid or accrued during fiscal years ended
September 25, 1999, September 26,1998 and September 27, 1997. There are no
employees other than the CEO who receive compensation in excess of $100,000
annually.

         ** Includes contribution to employee profit-sharing and 401(k) plan
("the plan") of $3,420 in 1999, $1,785 in 1998 and $2,054 in 1997. The plan is
qualified under Section 401 and 501 of the Internal Revenue Code of 1986. All
employees are eligible to participate after one year of service if they are 21
years of age or older and meet the minimum hours worked requirement. The plan is
funded by discretionary contributions determined by the Cd'A Board of Directors

                                       11
<PAGE>


and as of July 1, 1998, by a 50% match to employee contributed funds to a
maximum of 6% of salary. The profit-sharing contributions are allocated to
participants based on the participants salary as a percentage of total salaries
of all participants. Vesting occurs on an incremental basis between the third
and seventh year of service. No distributions were made to any executive officer
during the last three fiscal years except as required to refund any excess
deferrals. During the last three years the Company made no profit sharing
contributions.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     (a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

         The following table sets forth the beneficial ownership of Cd'A Common
Stock as of December 2, 1999 by each person known by Cd'A to be a beneficial
owner of 5% or more of Cd'A Common Stock. As of such date, a total of 5,344,233
shares of Cd'A Common Stock were outstanding. This disclosure is made pursuant
to certain rules and regulations promulgated by the Securities and Exchange
Commission and in certain instances the number of shares shown as being
beneficially owned may not be deemed to be beneficially owned for other
purposes.

                                     Amount and
                                      Nature of
 Title of        Name and Address     Beneficial     Percent
   Class        Of Beneficial Owner   Ownership      of Class
 --------       -------------------  -----------     --------
Common Stock  Jimmie & Arlene Coulson
              6302 S. Corkery Road
              Spokane WA  99223        2,695,227      50.43

Common Stock   Lawrence A. Coulson*
               S 5711 Corkery Road
               Spokane WA  99223         363,953       6.81

*  Lawrence Coulson is the son of Jimmie Coulson

                                       12
<PAGE>


(b) SECURITY OWNERSHIP OF MANAGEMENT.

         The following table sets forth the beneficial ownership of Cd'A Common
Stock as of December 7, 1999 by each director and executive officer of Cd'A,
named individually, and all directors and executive officers of Cd'A as a group,
without naming them. This disclosure is made pursuant to certain rules and
regulations promulgated by the Securities and Exchange Commission and in certain
instances the number of shares shown as being beneficially owned may not be
deemed to be beneficially owned for other purposes.

                                     Amount and
                                      Nature of
 Title of        Name and Address     Beneficial     Percent
   Class        Of Beneficial Owner   Ownership      of Class
 --------       -------------------  -----------     --------
Common Stock   Jimmie & Arlene Coulson
               6302 S. Corkery Road
               Spokane WA  99223      2,695,227        50.43

Common Stock   Lawrence A. Coulson
               5711 S. Corkery Road
               Spokane WA  99223        363,953         6.81

Common Stock   Marilyn A. Schroeder
               N. 15406 Lloyd Lane
               Mead WA  99021           242,659         4.54

Common Stock   Wendell J. Satre
               39 West 33rd Ave
               Spokane WA  99203            389            0*

Common Stock   Joel E. Simpson
               E. 1306 Sara Lane
               Spokane WA 99223          26,003            0*

Common Stock   Robert Shanewise, M.D.
               921 W. Comstock Court
               Spokane WA  99203         96,809         1.81

Common Stock   Lawrence A. Stanley
               311 West 32nd
               Spokane WA  99203            389            0*

Common Stock   All directors & executive
               officers as a group     --------        -----
               (7 persons) *          3,425,429        64.10

* Indicates less than 1% of outstanding shares of class.

           (c) CHANGES IN CONTROL. Cd'A is not aware of any arrangements which
may result in a change of control of Cd'A. See also item 6 relating to
convertible debentures issued in October 1993.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The purchasers of the $250,000 aggregate principal amount of the
Convertible Debentures sold and issued by Cd'A on October 29, 1993 and December
31, 1993, included the following persons and entities. Jimmie T.G. Coulson
(President, Chief Executive Officer and director) purchased $87,000 original
aggregate principal amount of the Convertible Debentures. A retirement account
for the benefit of Robert P. Shanewise, M.D. (director of Cd'A) purchased
$50,000 original aggregate principal amount of Convertible Debentures. Lawrence
A. Coulson (son of Jimmie T.G. Coulson) purchased $35,000. CINV (a partnership
whose partners are Jimmie T.G. Coulson, Lawrence A. Coulson and David A.
Coulson, sons of Jimmie T.G. Coulson, each of whom has a one-third partnership
interest) purchased $15,000. Ben Harney and Dorothy Harney (parents of Marilyn
A. Schroeder, Treasurer and a director of Cd'A) purchased $13,000, Harry Yost
and Ruth Yost (parents of Arlene Coulson) purchased $50,000. On October 31,
1995, the $87,000 purchased by Jimmie T. G. Coulson and the $35,000 purchased by
Lawrence Coulson were converted to common stock at a conversion price of $0.125
per share.  All remaining debentures were repaid on October 31, 1999.

Cd'A has no parent Company.

(The balance of this page has been intentionally left blank).

                                       13
<PAGE>


PART IV

ITEM 13.   EXHIBITS, SCHEDULES, AND REPORTS ON FORM 8-K.

(a) EXHIBITS

Exhibit Index

Page      Exhibit
No.         No.             Description of Exhibit
----      -------           ----------------------

43          3.1**        Articles of Incorporation of Cd'A

77          3.2**        Bylaws of Cd'A - Amendments to By-Laws dated 05/02/94

97         10.1**        Seafirst Bank - Commercial Security Agreements (Cd'A &
                         Union Iron Works) dated 03/27/95 Seafirst Bank -
                         Business Loan Agreement dated 03/01/99 (Cd'A)

               **        Seafirst Bank - Promissory Note dated 3/27/95 (Cd'A and
                         Union Iron Works) Seafirst Bank - Loan Modification
                         Agreement dated 09/18/95 (Cd'A and Union Iron Works)

               **        Seafirst Bank - Promissory Notes dated 3/24/97 (Cd'A
                         Union Iron Works)

               **        Seafirst Bank - Deed of Trust, Security Agreement and
                         Fixture Filing With Assignment of Leases and Rents
                         dated 12/20/95 (Cd'A)

               **        Seafirst Bank - Construction Loan Agreement dated
                         12/20/95 (Cd'A)

               **        Seafirst Bank - Certificate and Indemnity Agreement
                         Regarding Building Laws and Hazardous Substances dated
                         12/20/95 (Cd'A)

               **        Seafirst Bank - Agreement of Subordination dated
                         12/20/95 (Cd'A and Union Iron Works)

               **        Seafirst Bank - Loan Modification and Additional
                         Advance Agreement dated 11/21/96 (Cd'A)

               **        Seafirst Bank - First Amended and Restated Promissory
                         Note dated 11/12/96 (Cd'A)

               **        Seafirst Bank - Subordination Agreement dated 2/5/96
                         (Cd'A)

               **        Seafirst Bank - Loan Modification Agreement dated July
                         29, 1999 (Cd'A and Union Iron Works)

120        10.2**        Convertible Debentures due 1998 of Cd'A and related
                         Deed of Trust dated October 29,1993 executed by Cd'A in
                         favor of Stewart Title Company of Spokane as Trustee
                         for the benefit of the holders of such Convertible
                         Debenture see 4.1

                                       14
<PAGE>


           10.3*

235        10.6**        Adoption Agreement #003 401K Employee Profit Sharing
                         Plan dated 04/30/93

           10.7          Commercial Lease between Klaus Brodin (Lessor) and The
                         Coeur d'Alenes Company (Lessee) dated September 14,
                         1999

           13.1**        Annual report to security holders

           18.1*         Description of change in accounting principles

267          21**        List of Subsidiaries

*   See Note 4 to Consolidated Financial Statements
**  Previously filed with the Securities and Exchange Commission on Form 10-KSB
    for year ending September 1994


    (b)  REPORTS ON FORM 8-K.
         None.

                                       15
<PAGE>


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


THE COEUR D'ALENES COMPANY AND SUBSIDIARY
Report of Independent Certified Public Accountants..................F-2
Consolidated Balance Sheets.........................................F-3 to F-4
Consolidated Statements of Income ..................................F-5
Consolidated Statements of Changes in Stockholders' Equity..........F-6
Consolidated Statements of Cash Flows...............................F-7
Summary of Accounting Policies .....................................F-8 to F-10
Notes to Consolidated Financial Statements..........................F-11 to F-18


                                      F-1

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
The Coeur d'Alenes Company and Subsidiary


We have audited the accompanying consolidated balance sheets of The Coeur
d'Alenes Company and Subsidiary as of September 25, 1999 and September 26, 1998,
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Coeur d'Alenes Company and Subsidiary at September 25, 1999 and September 26,
1998, and the results of their operations and their cash flows for each of the
years then ended in conformity with generally accepted accounting principles.


/s/ BDO SEIDMAN, LLP
---------------------------------

November 17, 1999

                                      F-2
<PAGE>


                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                     ASSETS
                                                              September 25,  September 26,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Current assets:
   Cash and cash equivalents ..............................   $     32,422   $     39,486
   Accounts and notes receivable, less allowance of $67,166
     and $56,848 for doubtful accounts (Notes 2 and 12) ...      1,019,063      1,417,269
   Inventories (Notes 1 and 2) ............................      2,464,247      2,553,384
   Deferred tax asset (Note 6) ............................         65,000         56,000
   Income taxes receivable ................................         21,305             --
                                                              ------------   ------------

Total current assets ......................................      3,602,037      4,066,139
                                                              ------------   ------------

Property and equipment (Notes 3 and 4):
   Land ...................................................        306,320        306,320
   Building and leasehold improvements ....................      1,990,344      1,959,076
   Machinery and equipment ................................      2,357,027      2,233,818
   Vehicles ...............................................        174,953        150,772
   Office equipment .......................................        230,764        246,101
                                                              ------------   ------------

                                                                 5,059,408      4,896,087
   Less accumulated depreciation ..........................      1,715,242      1,539,044
                                                              ------------   ------------

Net property and equipment ................................      3,344,166      3,357,043
                                                              ------------   ------------

Other assets (Note 8) .....................................         67,777         72,010
                                                              ------------   ------------

                                                              $  7,013,980   $  7,495,192
                                                              ============   ============
</TABLE>
          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-3
<PAGE>


                   THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                           September 25,   September 26,
                                                                               1999            1998
                                                                            ------------   ------------
<S>                                                                         <C>            <C>
Current liabilities:
   Short-term bank borrowings (Note 2) ..................................   $    367,553   $    842,826
   Accounts payable .....................................................        540,154        585,811
   Accrued expenses .....................................................        297,271        400,509
   Current maturities of long-term debt (Note 3) ........................        164,241        134,714
   Current maturities of related party debt (Notes 4 and 10) ............        128,000             --
                                                                            ------------   ------------

Total current liabilities ...............................................      1,497,219      1,963,860

Deferred tax liability (Note 6) .........................................        156,000        120,000
Long-term debt, less current maturities (Note 3) ........................      2,266,399      2,328,170
Long-term debt to related parties (Notes 4 and 10) ......................             --        128,000
                                                                            ------------   ------------

Total liabilities .......................................................      3,919,618      4,540,030
                                                                            ------------   ------------

Commitments and contingencies (Notes 5, 7 and 9)

Stockholders' equity (Notes 4 and 10):
    Common stock, no par, shares authorized 10,000,000; issued 5,357,373,
     and outstanding 5,345,419 and 5,350,338 ............................      1,186,192      1,186,192
    Retained earnings ...................................................      1,917,230      1,775,320
                                                                            ------------   ------------

                                                                               3,103,422      2,961,512
    Less treasury stock, at cost; 11,954 and 7,035 shares ...............          9,060          6,350
                                                                            ------------   ------------

Total stockholders' equity ..............................................      3,094,362      2,955,162
                                                                            ------------   ------------

                                                                            $  7,013,980   $  7,495,192
                                                                            ============   ============
</TABLE>
          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-4
<PAGE>


                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME

                                                       Years Ended
                                               September 25,   September 26,
                                                   1999            1998
                                               ------------    ------------

Net sales ..................................   $ 12,247,613    $ 14,368,061

Cost of sales ..............................      8,957,654      10,721,254
                                               ------------    ------------

Gross profit ...............................      3,289,959       3,646,807

Selling, general and administrative expenses      2,926,448       3,045,846
                                               ------------    ------------

Operating income ...........................        363,511         600,961
                                               ------------    ------------

Other income (expense):
     Interest income .......................         40,263          36,835
     Interest expense ......................       (248,006)       (301,817)
     Other income ..........................         46,362          25,532
                                               ------------    ------------

Net other expense ..........................       (161,381)       (239,450)
                                               ------------    ------------

Income before income tax expense ...........        202,130         361,511

Income tax expense (Note 6) ................         60,220         110,485
                                               ------------    ------------

Net income .................................   $    141,910    $    251,026
                                               ============    ============

Earnings per common share (Note 10):
     Basic .................................   $       0.03    $       0.05
     Diluted ...............................   $       0.02    $       0.04
                                               ============    ============

          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-5
<PAGE>


                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                     Common Stock
                              ------------------------                     Treasury Stock
                                Shares                    Retained    -----------------------
                              Outstanding     Amount      Earnings      Shares        Amount
                              ----------    ----------   ----------   ----------   ----------
<S>                            <C>          <C>          <C>               <C>     <C>
Balance, September 27, 1997..  5,353,561    $1,186,192   $1,524,294        3,812   $    3,800

Net income ..................         --            --      251,026           --           --

Treasury stock purchase .....     (3,223)           --           --        3,223        2,550
                              ----------    ----------   ----------   ----------   ----------

Balance, September 26, 1998..  5,350,338     1,186,192    1,775,320        7,035        6,350

Net income ..................         --            --      141,910           --           --

Treasury stock purchase .....     (4,919)           --           --        4,919        2,710
                              ----------    ----------   ----------   ----------   ----------

Balance, September 25, 1999..  5,345,419    $1,186,192   $1,917,230       11,954   $    9,060
                              ==========    ==========   ==========   ==========   ==========
</TABLE>
                     See accompanying summary of accounting
            policies and notes to consolidated financial statements.

                                       F-6
<PAGE>


                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
                                                               Years Ended
                                                       September 25,   September 26,
                                                           1999            1998
                                                       ------------    ------------
<S>                                                    <C>             <C>
Operating activities:
     Net income ....................................   $    141,910    $    251,026
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation ..............................        230,001         219,040
         Loss on disposal of property and equipment.            265           1,606
         Provision for doubtful accounts ...........         12,000          12,400
         Deferred income taxes .....................         27,000          45,000
         Changes in assets and liabilities:
              Receivables ..........................        364,901        (164,669)
              Inventories ..........................         89,137        (210,713)
              Other assets .........................          4,233           1,355
              Accounts payable .....................        (45,657)        (27,797)
              Accrued expenses .....................       (103,238)         92,989
                                                       ------------    ------------

Net cash provided by operating activities ..........        720,552         220,237
                                                       ------------    ------------

Investing activities:
     Additions to property and equipment ...........       (217,639)       (245,165)
     Proceeds from sale of fixed assets ............            250           2,900
                                                       ------------    ------------

Net cash used in investing activities ..............       (217,389)       (242,265)
                                                       ------------    ------------

Financing activities:
     Borrowings under line of credit agreements ....     11,275,000      14,080,000
     Repayments under line of credit agreements ....    (11,750,273)    (14,070,830)
     Principal repayments of long-term debt ........       (110,244)       (101,601)
     Borrowings of long-term debt ..................         78,000          67,000
     Purchase of treasury stock ....................         (2,710)         (2,550)
                                                       ------------    ------------

Net cash used in financing activities ..............       (510,227)        (27,981)
                                                       ------------    ------------

Net decrease in cash and cash equivalents ..........         (7,064)        (50,009)

Cash and cash equivalents, beginning of year .......         39,486          89,495
                                                       ------------    ------------

Cash and cash equivalents, end of year .............   $     32,422    $     39,486
                                                       ============    ============

Supplemental Disclosure of Cash Flow Information:
     Cash paid during the year for:
         Interest ..................................   $    253,498    $    301,171
         Income taxes ..............................   $     74,267    $     40,793
</TABLE>

          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-7
<PAGE>


                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                         SUMMARY OF ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of The
Coeur d'Alenes Company and its wholly-owned subsidiary, Union Iron Works, Inc.
(collectively referred to as "the Company"). Union Iron Works, Inc. ("the
Subsidiary") is doing business as Stock Steel. All significant intercompany
balances and transactions have been eliminated in consolidation.

NATURE OF BUSINESS

The Company is engaged in the distribution, processing and fabrication of steel
and related products to customer specifications. Most of the Company's business
activity is with customers located within the Pacific Northwest.

FISCAL YEAR

The Company's fiscal year is a 52 or 53 week period ending on the last Saturday
in September. Fiscal 1999 and 1998 were 52 week years.

CASH AND CASH EQUIVALENTS

For purposes of balance sheet classification and the statements of cash flows,
the Company considers all highly liquid short-term investments having an
original maturity of three months or less to be cash equivalents.

INVENTORIES

Inventories are valued at the lower of cost or market. Cost is determined by
using the last-in, first-out ("LIFO") method for fabrication steel inventories.
The first-in, first-out ("FIFO") method of pricing is used for all distribution
and other inventories, which are composed primarily of steel service center
stock.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is computed using
straight-line and accelerated methods over estimated useful lives of the assets
which range from 3 to 39 years.

REVENUE AND COST RECOGNITION

Sales are recorded and customers are billed when products are shipped or
projects are completed. Costs of orders and projects are recorded in the same
accounting period as related sales.

                                      F-8
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                         SUMMARY OF ACCOUNTING POLICIES

INCOME TAXES

The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes". SFAS No. 109 requires a company to recognize deferred tax assets
and liabilities for the expected future income tax consequences of events that
have been recognized in a company's financial statements. Under this method,
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement carrying amounts and tax bases of
assets and liabilities using enacted tax rates in effect in the years in which
the temporary differences are expected to reverse.

EARNINGS PER COMMON SHARE

The Company computes earnings per share ("EPS") in accordance with SFAS No. 128,
"Earnings per Share". SFAS No. 128 establishes standards for computing and
presenting EPS. SFAS No. 128 requires dual presentation of basic EPS and diluted
EPS on the face of all income statements issued after December 15, 1997 for all
entities with complex capital structures. Basic EPS is computed by dividing net
income by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. Diluted earnings per share was determined on the assumptions
that the convertible debentures were converted as of the first day of the year
and net earnings were adjusted for the interest expense on the debentures, net
of its tax effect.

MANAGEMENT ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the consolidated balance sheets as of September
25, 1999 and September 26, 1998 for cash, accounts and notes receivables,
short-term bank borrowings, accounts payable and accrued expenses approximate
fair value because of the immediate or short-term maturity of these financial
instruments. The fair value of the $128,000 debt payable to related parties at
September 25, 1999 and September 26, 1998 is approximately $128,000 and
$179,000. The fair value of notes payable and long-term debt approximates its
carrying value as the stated rates of the debt reflect market conditions or
because the rates are variable in nature.

                                      F-9
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                         SUMMARY OF ACCOUNTING POLICIES

RESEARCH AND DEVELOPMENT COSTS

Expenditures associated with research and development are expensed as incurred.
These costs amounted to $26,573 and $20,377 during the years ended September 25,
1999 and September 26, 1998, respectively.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
requires companies to recognize all derivative contracts as either assets or
liabilities in the balance sheet and to measure them at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on the
hedging derivative with the recognition of (i) the change in the fair value of
the hedged asset or liability that is attributable to the hedged risk or (ii)
the earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change. In July 1999, the FASB issued SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities Deferral of the effective date
of SFAS No. 133." SFAS No. 137 amends the effective date of SFAS No. 133 to now
be for all fiscal quarters of fiscal years beginning after June 15, 2000.

In October 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage-Backed
Securities Retained After the Securitization of Mortgage Loans Held for Sale by
a Mortgage Banking Enterprise", which effectively changes the way mortgage
banking firms account for certain securities and other interests they retain
after securitizing mortgage loans that were held for sale. SFAS No. 134 is
effective for financial statement periods beginning after December 15, 1998.

In June 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5,
"Reporting on the Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5 requires
all start-up and organizational costs to be expensed as incurred. It also
requires all remaining historically capitalized amounts of these costs existing
at the date of adoption to be expensed and reported as the cumulative effect of
a change in accounting principle. SOP 98-5 is effective for all fiscal years
beginning after December 31, 1998.

In February 1999 the FASB issued SFAS No. 135, "Rescission of Financial
Accounting Standards Board No. 75 and Technical Corrections." SFAS No. 135
rescinds SFAS No. 75 and amends SFAS No. 35. SFAS No. 135 also amends other
existing authoritative literature to make various technical corrections, clarify
meanings, or describe applicability under changed conditions. SFAS No. 135 is
effective for financial statements issued for fiscal years ending after February
15, 1999.

None of the foregoing pronouncements is expected to have a material effect on
the Company's reported operating results or on its financial statement
presentation.

                                      F-10
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       INVENTORIES

Inventories are summarized as follows:

                                         September 25,   September 26,
                                             1999            1998
                                         ------------    ------------
Fabrication inventories:
    Raw materials ....................   $     27,372    $     31,826
    Work-in-progress .................        401,899          67,293
                                         ------------    ------------

    Inventories, at FIFO cost ........        429,271          99,119
    LIFO reserve .....................        (15,018)        (19,861)
                                         ------------    ------------

    Inventories, at LIFO cost ........        414,253          79,258

Distribution inventories, at FIFO.....      2,049,994       2,474,126
                                         ------------    ------------

Total inventories ....................   $  2,464,247    $  2,553,384
                                         ============    ============

During the year ended September 26, 1998, the liquidation of LIFO inventories
decreased cost of sales and, therefore, increased income before income tax
expense by approximately $61,500.

2.       SHORT-TERM BANK BORROWINGS

The Company has a $1.85 million bank credit line available for revolving credit
requirements which is subject to renewal on May 1, 2000. Interest is charged at
the lender's prime rate plus 0.25% (8.50% at September 25, 1999). Outstanding
borrowings are collateralized by accounts receivable and inventories.

Short-term borrowing activity was as follows:

                                                   September 25,   September 26,
                                                       1999            1998
                                                   ------------    ------------
Balance outstanding at year-end ................   $    367,553    $    842,826

Weighted average interest rate at year-end .....           8.50%           8.75%

Maximum amount outstanding at any month end ....   $    660,976    $  1,340,566

Average amount outstanding .....................   $    330,902    $    848,317

Weighted average interest rate during the year..           8.18%           8.78%
                                                   ============    ============

                                      F-11
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted average interest rate and monthly balances are computed using the
end of month borrowings outstanding and the related end of month interest rate.
The month end balances and interest rates are averaged to determine the yearly
weighted average balance of borrowings and the weighted average interest rate
during the year.

The credit line agreement contains covenants under which the Company may not
declare or pay any dividends in excess of 10% of annual net (after tax) profit
or enter into mergers, acquisitions or any major sales of assets or corporate
reorganizations without prior consent by the bank. The Company is also required
to maintain certain financial ratios concerning working capital, debt to equity,
and a minimum tangible net worth of $2,200,000. At September 25, 1999 the
Company was in compliance with all of its bank covenants.

3.       LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                      September 25,      September 26,
                                                          1999               1998
                                                     ----------------    ---------------
<S>                                                       <C>            <C>
  Note payable to a bank, monthly payments of
     $16,925 including interest at 8.5%; due
     January 2007, collateralized by property..........   1,839,399      $   1,884,068

  Note payable to a bank, monthly payments of
     $3,990 including interest at 8.625%; due
     June 2005, collateralized by equipment............     215,814            243,495

  Note payable to a bank, monthly payments of
     $4,018 including interest at 0.5% over the
     bank's prime rate (8.75% at September 25, 1999);
     due September 2003, collateralized
     by equipment......................................     161,143            194,085

  Note payable to a bank, monthly payments of
     $3,203 including interest at 8.75%; due
     September 2002, collateralized by equipment.......     101,139            129,236

  Note payable to a bank, monthly payments of
     $1,853 at 0.5% over the bank's prime rate
     (8.75% at September 25, 1999); due
     August 2004, collateralized by equipment.........       90,000             12,000
</TABLE>

                                      F-12
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                September 25,  September 26,
                                                    1999           1998
                                                ------------   ------------
LID payable to City of Spokane, annual
   principal payments of $2,572 plus interest
   at 8.5%; due October 2008 ................         23,145             --
                                                ------------   ------------

                                                   2,430,640      2,462,884
Less current maturities .....................        164,241        134,714
                                                ------------   ------------

Long-term debt, less current maturities .....   $  2,266,399   $  2,328,170
                                                ============   ============

Scheduled long-term debt maturities as of September 25, 1999 are as follows:

  YEAR ENDING                                                          Amount
                                                                    -----------
  September 30, 2000............................................    $   164,241
  September 29, 2001............................................        177,487
  September 28, 2002............................................        193,232
  September 27, 2003............................................        168,869
  September 25, 2004............................................        133,544
  Thereafter....................................................      1,593,267
                                                                    -----------
               Total............................................    $ 2,430,640
                                                                    ===========

4.       DEBT TO RELATED PARTIES

At September 25, 1999 and September 26, 1998, the Company owed $128,000 to
related parties pursuant to the terms of a convertible debenture agreement. The
debentures require semi-annual interest payments at 8.75%, are secured by the
Company's land and building and are due October 31, 1999. The debentures are
convertible into shares of the Company's common stock at a per share rate of
$.28 through maturity. The Company, at its option, may call any or all
outstanding debentures for redemption. Subsequent to year end, the Company
repaid the $128,000 owed to debenture holders.

5.       LEASE COMMITMENTS

The Company leases office furniture and equipment and vehicles under operating
leases that expire at various dates through 2003. As of September 25, 1999,
future minimum rental payments required under operating leases that have
remaining noncancellable terms in excess of one year are as follows:

 YEAR ENDING                                                          Amount
                                                                  -------------
 September 30, 2000...........................................    $   206,125
 September 29, 2001...........................................        160,225
 September 28, 2002...........................................         73,669
 September 27, 2003...........................................         23,506
                                                                  -----------
 Total........................................................    $   463,525
                                                                  ===========

                                      F-13
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Rental expense for all operating leases was $228,983 and $298,268 for the years
ended September 25, 1999 and September 26, 1998.

6.       INCOME TAXES

Income tax expense consists of the following:

                                                        Years Ended
                                             -----------------------------------
                                               September 25,      September 26,
                                                   1999               1998
                                             ----------------    ---------------

 Federal:
     Current..............................   $         32,626    $        64,454
     Deferred.............................             27,000             45,000
 State - current..........................                594              1,031
                                             ----------------    ---------------

 Income tax expense.......................   $         60,220    $       110,485
                                             ================    ===============

Major items causing the Company's effective tax rate to differ from the
statutory rates are as follows:
<TABLE>
<CAPTION>
                                          September 25, 1999          September 26, 1998
                                       ------------------------     -----------------------
                                          Amount      Percent          Amount      Percent
                                       ------------  ----------     ------------  ---------
<S>                                    <C>                <C>      <C>               <C>
   Income tax expense at statutory
      rate...........................  $    68,724        34.0%    $    122,914      34.0%

   Graduated tax rate differences....      (10,688)       (5.3)          (8,785)     (2.4)

   Other.............................        2,184         1.1           (3,644)     (1.0)
                                       -----------   ---------     ------------  --------

   Income tax expense................  $    60,220        29.8%    $    110,485      30.6%
                                       ===========   =========     ============  ========
</TABLE>

Significant components of the Company's deferred tax assets and liabilities
consist of the following:

                                                September 25,     September 26,
                                                    1999              1998
                                              ----------------   ---------------
Current deferred tax assets:
   Vacation accrual.......................... $         40,000   $        36,100
   Allowance for doubtful accounts...........           23,000            17,100
   Other.....................................            2,000             2,800
                                              ----------------   ---------------

Current deferred tax asset................... $         65,000   $        56,000
                                              ================   ===============

                                      F-14
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                 September 25,   September 26,
                                                     1999            1998
                                                 ------------    ------------
Non-current deferred tax assets (liabilities):
   Net operating loss carryforwards ..........   $    127,000    $    131,000
   Depreciation ..............................       (184,000)       (151,900)
   Other .....................................         (1,000)           (900)
                                                 ------------    ------------
Total non-current deferred tax liability .....        (58,000)        (21,800)
Valuation allowance ..........................        (98,000)        (98,200)
                                                 ------------    ------------
Net non-current deferred tax liability .......   $   (156,000)   $   (120,000)
                                                 ============    ============

A valuation allowance on the Company's deferred tax assets has been established
to the extent the Company believes it is more likely than not that the deferred
tax assets will not be realized.

At September 25, 1999, the Company has available net operating loss
carryforwards of approximately $385,000 which expire through 2007. Utilization
of the operating loss carryforwards is limited to $12,180 per year.

7.       COMMITMENTS

The Company routinely makes commitments to purchase and sell steel products up
to nine months in advance of anticipated deliveries. Outstanding firm purchase
commitments at September 25, 1999 aggregated $601,519. Negotiated firm sales
contracts aggregated $1,346,094 at September 25, 1999.

8.       EQUITY METHOD INVESTMENT

On September 7, 1999, the Company entered into a license agreement with Road
Renovators, Inc., which gave the Company exclusive rights to manufacture, use,
lease and sell a patented road patching vehicle within the U.S. In exchange for
these rights, the Company agreed to grant Road Renovators, Inc. a 5% interest in
Road Renovators, LLC and execute a promissory note in favor of Road Renovators,
Inc. for $126,757. The promissory note will bear interest at 7% beginning one
year from the anniversary date of the first sale of a licensed product under the
agreement. The note is due in full on May 1, 2004. In addition, the Company will
pay royalties to Road Renovators, Inc. of 3.5% on sales of the patented product
from the date of the agreement until May 6, 2004, and 1% on sales of the
patented product from May 7, 2004 until May 6, 2009. Subsequent to signing the
license agreement, a new company, Road Renovators, LLC, was formed. On September
21, 1999, the Company assigned the licensing agreement and all rights and
responsibilities, including the note payable and royalty obligation, related to
the agreement, to Road Renovators, LLC in exchange for a 30% interest in Road
Renovators, LLC. This investment will be accounted for under the equity method
of accounting. The Company's historical cost basis and carrying value of the
investment at September 25, 1999 is $0.

                                      F-15
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.       RETIREMENT PLAN

The Company sponsors a qualified 401(k) and profit-sharing plan ("the Plan").
The Plan allows individual participants to make contributions to the Plan with
matching contributions by the Company to the extent of 50% of the employees'
contributions up to a maximum of 6% of annual salary per participant. Additional
discretionary contributions may be made by the Company based on net income.
Substantially all full-time employees are eligible to participate. Total Company
contributions to the Plan were $40,088 and $21,236 for fiscal 1999 and 1998.

10.      EARNINGS PER COMMON SHARE

Earnings per common share is computed as follows:
<TABLE>
<CAPTION>
                                                         Year Ended September 25, 1999
                                                     ---------------------------------------
                                                                    Weighted       Per-
                                                                    Average        Share
                                                       Income       Shares         Amount
                                                     -----------  ------------   -----------
<S>                                                  <C>             <C>         <C>
 BASIC EPS
 Income available to common stockholders.........    $   141,910     5,348,213   $      0.03
                                                                                 ===========

 EFFECT OF DILUTIVE SECURITIES
 Convertible debentures(a).......................          7,862       640,000
                                                     -----------  ------------

 DILUTED EPS
 Income available to common stockholders plus
    assumed conversions..........................    $   149,772     5,988,213   $      0.02
                                                     ===========  ============   ===========



                                                          Year Ended September 26, 1998
                                                     ---------------------------------------
                                                                    Weighted       Per-
                                                                    Average        Share
                                                       Income       Shares         Amount
                                                     -----------  ------------   -----------
<S>                                                  <C>             <C>         <C>
 BASIC EPS
 Income available to common stockholders.........    $   251,026     5,352,815   $      0.05
                                                                                 ===========

 EFFECT OF DILUTIVE SECURITIES
 Convertible debentures(a).......................          7,720       731,429
                                                     -----------  ------------

 DILUTED EPS
 Income available to common stockholders plus
    assumed conversions..........................    $   258,746     6,084,244   $      0.04
                                                     ===========  ============   ===========
</TABLE>

     a   For purposes of diluted earnings per common share, convertible
         debentures for fiscal 1999 and 1998 are assumed to be converted as of
         the first day of the year. Such conversion negates the need to pay
         interest on the debentures. The debentures were assumed to be converted
         at their stated per share conversion rate at the beginning of each
         fiscal year of $0.20 and $0.175 for fiscal 1999 and 1998. See also Note
         4 concerning the convertible debentures.

                                      F-16
<PAGE>
                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.  SEGMENT INFORMATION

The Company's consolidated financial statements include certain reportable
segment information. These segments include The Coeur d'Alenes Company, the
parent company engaged in the processing and fabrication of finished metal
structures or products (or components thereof) in accordance with a customer's
specifications, and Stock Steel, a wholly owned subsidiary engaged in the
distribution and resale of stock metal materials purchased from mills with
further processing or other services, such as cutting, bending, burning, or
sawing stock metal materials to a customer's specifications (component parts) or
delivery to a customer's location. The Company evaluates the performance of
these segments based upon multiple variables including revenues and profit or
loss.

The segments' profit and loss components and schedule of assets are as follows:
<TABLE>
<CAPTION>

                                   As of and For the Year Ended               As of and For the Year Ended
                                        September 25, 1999                          September 26, 1998
                              ----------------------------------------   ---------------------------------------
                              Fabrication   Distribution      Total      Fabrication  Distribution      Total
                              -----------   ------------   -----------   -----------  ------------   -----------
<S>                       <C>                <C>           <C>           <C>           <C>           <C>
Segment profit (loss).....    $   (62,846)   $   264,976   $   202,130   $   163,172   $   198,339   $   361,511
External revenues .........     1,476,072     10,771,541    12,247,613     2,330,577    12,037,484    14,368,061
Internal revenues .........        33,696        290,239       323,935        31,027       244,130       275,157
Interest income ...........         1,897         38,367        40,264         4,710        32,125        36,835
Interest expense ..........        38,190        209,816       248,006        52,045       249,772       301,817
Depreciation expense ......        39,038        190,963       230,001        50,000       169,040       219,040
Segment assets-gross ......     1,335,400      6,319,549     7,654,949     1,928,285     6,016,235     7,944,520
Segment assets-net ........     1,327,382      5,686,598     7,013,980     1,521,206     5,973,986     7,495,192
Capital expenditures ......        42,745        174,894       217,639        54,890       190,275       245,165
                              ===========    ===========   ===========   ===========   ===========   ===========
</TABLE>

Reconciliation of segment net income (loss), total assets and revenues is as
follows:

                                                As of and For the Years Ended
                                                ----------------------------
                                                September 25,   September 26,
                                                    1999            1998
                                                ------------    ------------
PROFIT OR LOSS
Total profit or loss for reportable segments    $    202,130    $    361,511
                                                ------------    ------------

Consolidated income before income tax expense   $    202,130    $    361,511
                                                ============    ============

TOTAL ASSETS
Total assets for reportable segments ........   $  7,654,949    $  7,944,520
Elimination of intersegment assets ..........       (640,969)       (449,328)
                                                ------------    ------------

Total consolidated assets ...................   $  7,013,980    $  7,495,192
                                                ============    ============

SEGMENT REVENUES
Total revenues for reportable segments ......   $ 12,571,548    $ 14,643,218
Elimination of intersegment revenues ........       (323,935)       (275,157)
                                                ------------    ------------

Total consolidated revenues .................   $ 12,247,613    $ 14,368,061
                                                ============    ============

                                      F-17
<PAGE>
                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenues from one customer of the fabrication and distribution segments
represented approximately $1.5 million, or 12%, of the Company's consolidated
revenues for the year ended September 25, 1999. No single customer accounted for
more than 10% of the Company's consolidated revenues during the year ended
September 26, 1998.


12.      VALUATION AND QUALIFYING ACCOUNTS

Allowance for doubtful accounts activity was as follows:

                                                       Years Ended
                                            -----------------------------------
                                              September 25,      September 26,
                                                  1999               1998
                                            ----------------    ---------------
 Balance, beginning of year..............   $         56,848    $        53,306
 Charged to expense......................             12,000             12,400
 Write-offs, net of recoveries...........             (1,682)            (8,858)
                                            ----------------    ---------------

 Balance, end of year....................   $         67,166    $        56,848
                                            ================    ===============

                                      F-18
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                           THE COEUR D'ALENES COMPANY

Date:  December 21, 1999    By:  /s/ JIMMIE COULSON
                                 -------------------------------------------
                                     President, Chief Executive Officer
                                     Director, (Principal Executive Officer)

Date:  December 21, 1999    By:  /s/ MARILYN A. SCHROEDER
                                 -------------------------------------------
                                     Treasurer and Director
                                     (Principal Financial Officer and
                                     Principal Accounting Officer)

Date:  December 21, 1999    By:  /s/ WENDELL J. SATRE
                                 -------------------------------------------
                                     Director

Date:  December 21, 1999    By:  /s/ ROBERT P. SHANEWISE, M.D.
                                 -------------------------------------------
                                     Director

Date:  December 21, 1999    By:  /s/ LAWRENCE A. STANLEY
                                 -------------------------------------------
                                     Director