FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] Quarterly report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal quarter ended November 30, 1995 or
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____ to _____
Commission file number: 0-8773
CRESTED CORP.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0608126
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
877 North 8th West, Riverton, WY 82501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone Number, including area code: (307) 856-9272
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NONE
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(Former name, former address and former fiscal year, if changed
since last report)
Check mark whether the Registrant: (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 (or for
such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at January 15, 1996
- ----------------------------- -------------------------------
Common stock, $.001 par value 10,208,094 Shares
CRESTED CORP.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Consolidated Balance Sheets
November 30, 1995 and May 31, 1995. . . . . . . . .3-4
Condensed Consolidated Statements of
Operations Three and Six Months
Ended November 30, 1995 and 1994. . . . . . . . . .5-6
Condensed Consolidated Statements of Cash Flows
Six Months Ended November 30, 1995 and 1994 . . . . .7
Notes to Condensed Consolidated
Financial Statements. . . . . . . . . . . . . . . . .9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . .10-12
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings . . . . . . . . . . . . . . . . . . 13
ITEM 4. Submission of Matters to a Vote of Security Holders . 14
ITEM 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
CRESTED CORP. AND AFFILIATE
Condensed Consolidated Balance Sheets
ASSETS
November 30, May 31,
1995 1995
---------- ----------
(Unaudited) (Unaudited)
CURRENT ASSETS:
Cash $ 5,800 $ 24,400
Accounts receivable
Trade 47,800 49,700
Affiliates 116,300 115,600
Current portion of
long-term receivable
Related parties 203,300 196,500
Other 35,000 71,100
Inventory and other 77,100 55,300
---------- ----------
TOTAL CURRENT ASSETS 485,300 512,600
LONG-TERM NOTES RECEIVABLE 655,700 657,900
INVESTMENTS IN AFFILIATES 5,376,600 5,393,300
PROPERTIES AND EQUIPMENT 6,034,500 6,054,000
Less accumulated depreciation,
depletion and amortization (3,375,700) (3,311,700)
---------- ----------
2,658,800 2,742,300
OTHER ASSETS 56,700 57,800
---------- ----------
$9,233,100 $9,363,900
---------- ----------
---------- ----------
See notes to condensed consolidated financial statements.
3
CRESTED CORP. AND AFFILIATE
Condensed Consolidated Balance Sheets
LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31,
1995 1995
----------- -----------
(Unaudited) (Unaudited)
CURRENT LIABILITIES:
Accounts payable
and accrued expenses $ 283,100 $ 819,100
Accounts payable - affiliates 1,188,900 110,000
Line of credit (Note 4) 325,000 480,000
Current portion of long-term
debt to affiliates and others
(Note 4) 4,118,300 4,109,400
---------- ----------
TOTAL CURRENT LIABILITIES 5,915,300 5,518,500
ACCRUED RECLAMATION COSTS (See Note 5) 725,900 725,900
NOTE PAYABLE LONG-TERM (Note 4) 22,500 --
DEFERRED GAIN ON SALE OF ASSETS 127,800 127,800
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $.001 par value;
authorized, 100,000 shares;
none issued or outstanding -- --
Common stock, $.001 par value;
authorized 20,000,000 shares;
issued 10,208,094 shares 10,200 10,200
Additional paid-in capital 6,354,000 6,354,000
Accumulated deficit (5,357,100) (4,807,000)
Unrealized holding gain
on investments 1,434,500 1,434,500
---------- ----------
2,441,600 2,991,700
---------- ----------
$9,233,100 $9,363,900
---------- ----------
---------- ----------
See notes to condensed consolidated financial statements.
4
CRESTED CORP. AND AFFILIATE
Condensed Consolidated Statements of Operations
Three Months Ended Six Months Ended
November 30, November 30,
------------------------ -------------------------
1995 1994 1995 1994
--------- ----------- ---------- -----------
REVENUES:
Mineral property
transactions and
mineral sales $ -- $ 22,200 $1,087,200 $ 42,800
Rental 85,600 56,200 170,900 95,500
Oil and gas sales 20,300 23,600 41,000 45,400
Interest 4,000 5,300 8,100 9,400
Gain on sale of assets 8,500 15,900 25,000 16,000
Other 76,200 85,700 161,500 165,600
--------- ---------- ---------- ----------
194,600 208,900 1,493,700 374,700
--------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of Mineral Sales -- -- 912,200 --
Mineral operations 69,900 147,900 100,700 353,100
General and
administrative 361,300 208,100 556,700 456,300
Cost of sales 18,600 24,200 48,200 55,000
Interest 8,100 -- 24,100 --
Loss on investment -- -- -- 8,700
Depreciation and
amortization 60,600 64,900 124,200 129,600
--------- ---------- ---------- ----------
518,500 445,100 1,766,100 1,002,700
--------- ---------- ---------- ----------
LOSS BEFORE EQUITY
LOSS AND
TAX PROVISION (323,900) (236,200) (272,400) (628,000)
EQUITY IN LOSS OF
AFFILIATES (70,800) (112,000) (277,700) (66,400)
--------- ---------- ---------- ----------
(Continued)
See notes to condensed consolidated financial statements.
5
CRESTED CORP. AND AFFILIATE
Condensed Consolidated Statements of Operations
(Continued)
Three Months Ended Six Months Ended
November 30, November 30,
------------------------ -------------------------
1995 1994 1995 1994
--------- ----------- ---------- -----------
LOSS BEFORE
PROVISION FOR
INCOME TAXES (394,700) (348,400) (550,100) (694,400)
PROVISION FOR
INCOME TAXES -- -- -- --
--------- ---------- ---------- ----------
LOSS BEFORE
EXTRAORDINARY ITEM (394,700) (348,400) (550,100) (694,400)
EXTRAORDINARY ITEM
(Utilization of
net operating
loss carryforward) -- -- -- --
--------- ---------- ---------- ----------
NET LOSS $(394,700) $ (348,400) $ (550,100) $ (694,400)
--------- ---------- ---------- ----------
--------- ---------- ---------- ----------
NET LOSS
PER SHARE $ (.04) $ (.04) $ (.05) $ (.07)
--------- ---------- ---------- ----------
--------- ---------- ---------- ----------
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 10,208,594 10,201,594 10,208,594 10,201,594
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
See notes to condensed consolidated financial statements.
6
CRESTED CORP. AND AFFILIATE
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
November 30,
-------------------------
1995 1994
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (550,100) $(694,400)
Adjustments to reconcile net
loss to net cash used
in operating activities:
Depreciation, depletion
and amortization 124,200 129,600
Equity loss from investments 277,700 66,400
(Gain) on sale of assets (9,800) (16,000)
Loss on sale of
investment securities -- 8,700
Other 1,100 (1,600)
Net changes in components
of working capital 522,300 336,300
---------- ----------
NET CASH USED IN OPERATING ACTIVITIES 365,400 (171,000)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable (6,700) (205,000)
Proceeds from collection
of notes receivable 38,200 8,900
Investments in affiliates (261,000) (179,100)
Purchase of property and equipment (45,200) (16,000)
Proceeds from sale of assets 14,300 16,700
Proceeds from sale
of investment securities -- 23,500
---------- ----------
NET CASH (USED IN)INVESTING ACTIVITIES (260,400) (351,000)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in debt 425,100 555,100
Payment on long-term debt (548,700) (82,000)
---------- ----------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (123,600) 473,100
---------- ----------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (18,600) (48,900)
(Continued)
See notes to condensed consolidated financial statements.
7
CRESTED CORP. AND AFFILIATE
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
Six Months Ended
November 30,
-------------------------
1995 1994
---------- ----------
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 24,400 102,300
---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 5,800 $ 53,400
---------- ----------
---------- ----------
SUPPLEMENTAL DISCLOSURES:
Income tax paid $ -- $ --
---------- ----------
---------- ----------
Interest paid $ 24,100 $ 16,500
---------- ----------
---------- ----------
See notes to condensed consolidated financial statements.
8
CRESTED CORP.
Notes to Condensed Consolidated Financial Statements
1) The Condensed Consolidated Balance Sheet as of November
30, 1995, the Condensed Consolidated Statements of Operations for
the six months and the three months ended November 30, 1995 and
1994, and Condensed Consolidated Statements of Cash Flows for the
six months ended November 30, 1995 and 1994, have been prepared by
the Registrant without audit. The Condensed Consolidated Balance
Sheet of May 31, 1995, has been taken from the audited financial
statements included in the Registrant's Annual Report on Form 10-K
filed for the year then ended. In the opinion of the Registrant,
the accompanying financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to fairly
present the financial position of the Registrant and its affiliate
as of November 30, 1995 and May 31, 1995, the results of operations
for the three months and six months ended November 30, 1995 and
1994, and the cash flows for the six months then ended.
2) Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these financial statements be read
in conjunction with the Registrant's May 31, 1995 Form 10-K. The
results of operations for the periods ended November 30, 1995 and
1994 are not necessarily indicative of the operating results for
the full year.
3) The condensed consolidated financial statements of the
Registrant include its proportionate share of the accounts of USECB
Joint Venture (USECB) which is owned 50% by Registrant and 50% by
Registrant's parent, U.S. Energy Corp. (USE). All material
intercompany profits and balances have been eliminated.
4) Debt consists primarily of a note to the Registrant's
parent USE of $4,053,400. The remaining debt is for various
equipment, a hangar and operating loans through financial
institutions. In addition to this debt, the Registrant and its
parent had drawn down their line of credit by $650,000, one-half of
which is reflected on the Balance Sheet as of November 30, 1995.
5) Accrued reclamation obligations of $725,900 are the
Registrant's share of the reclamation liability at the Crooks Gap
Mining District. This reclamation work may be performed over
several years.
6) Certain reclassifications have been made in the May 31,
1995 financial statements to conform to the classifications used in
November 30, 1995.
9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
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The following is Management's Discussion and Analysis of
significant factors which have affected the Registrant's liquidity,
capital resources and results of operations during the periods
included in the accompanying financial statements.
Liquidity and Capital Resources
Working capital declined during the six months ended November
30, 1995 by $424,100 to a working capital deficit of $5,430,000.
This decrease was primarily caused by increases in accounts payable
to the Registrant's parent, U.S. Energy Corp. ("USE") of $1,078,900
and the current portion of long-term debt of $8,900. These
reductions of working capital were partially offset by reductions
in accounts payable to third parties of $536,000 and the operating
line of credit of $155,000. As of November 30, 1995, the
Registrant and USE had borrowed $650,000 against the line of credit
of $1,000,000. One-half of this borrowed amount, or $325,000 is
reflected as an obligation of the Registrant. There were also
minor changes in current asset balances. Accounts receivable-
affiliates, current portion of long-term receivables, and prepaid
insurance increased by $700, $6,800 and $21,800, respectively.
These increases in current assets were more than offset by
reductions in accounts receivable-trade, $1,900 and the current
portion of long-term receivables-other of $36,100. Cash and cash
equivalents decreased by $18,600 during the six months ended
November 30, 1995. This decrease was primarily as a result of
operating and investing activities.
The Registrant utilized $260,000 in its investing activities
during the six months ended November 30, 1995. This was primarily
as a result of the Registrant and its parent U.S. Energy Corp.
("USE") funding Sheep Mountain Partners ("SMP"), Plateau Resources
Limited ("PRL"), Energx Limited ("Energx") and Sutter Gold Mining
Company ("SGMC"). As the Registrant and USE provide various
services for GMMV and SMP, the non-affiliated participants are
invoiced for their proportionate share of the approved operating
costs. GMMV is current on reimbursements to the Registrant and USE
for all the operating costs. Due to disputes existing between the
SMP partners, the Registrant and USE have not been reimbursed for
care and maintenance costs expended on the SMP mineral properties
in Wyoming since the spring of 1991. As a result of the
uncertainty of the receivable from SMP, it is being reported on the
Financial Statements as an investment in affiliates. Investing
activities produced $38,200 as a result of payment on a note
receivable, and the sale of various equipment, $14,300.
10
The primary requirements for the Registrant's working capital
continue to be funding of the on-going administrative expenses,
including the mine and mill development and holding costs of SGMC,
and uranium delivery costs and property holding costs of SMP. As
a result of the disputes between the SMP partners, the Registrant
and USE have been delivering certain of their respective portions
of the uranium concentrates required to fill various SMP delivery
requirements on long-term U3O8 contracts with domestic utilities.
The Registrant and USE made one U3O8 delivery during the six months
ended November 30, 1995. Additionally, the Registrant and USE made
one delivery under the SMP contracts in December 1995. Nukem/CRIC
have made the balance of the SMP deliveries. No assurances can be
given that this method of delivery will continue. The Registrant,
USE and Nukem have been notified by the Arbitration Panel that they
have extended the time for making a ruling to March 1, 1996. This
date can be extended further by unanimous consent of the Panel. At
such time as a ruling is made, all SMP deliveries will be made in
accordance with that ruling. The capital requirements to fill the
Registrant's and USE's portion of the remaining commitments in
fiscal 1996 will depend on the spot market price of uranium and is
also dependent on the outcome of proceedings involving Nukem/CRIC.
The primary source of the Registrant's capital resources for
the remainder of fiscal 1996 will be borrowing from financial
institutions (primarily the line of credit), possible proceeds from
the sale of uranium under the SMP contracts after the Arbitration
Panel's ruling, and the sale of equity or interests in investment
properties. Fees from oil production, rentals of various real
estate holdings and equipment, aircraft chartering and the sale of
aviation fuel will also provide cash. Additional sources of
capital will be required to hold and maintain mineral properties,
permitting, the construction of a gold processing mill and mine
development of SGMC, and administrative costs. The Registrant and
USE are currently seeking a joint venture partner and/or other
means of financing the construction of the gold processing mill and
mine development at SGMC. The funding of SMP care and maintenance
costs may require additional funding, depending on the outcome of
the SMP arbitration.
11
Results of Operations
Six Months Ended November 30, 1995 Compared to Six Months Ended
November 30, 1994
Total revenues for the six months ended November 30, 1995
increased by $1,119,000 compared to the same period of the previous
year. Revenues during the six month period ended November 30, 1995
increased primarily as a result of the Registrant reporting
revenues of $1,087,200 in the fiscal quarter ended August 31, 1995
from the sale of U3O8 to fill delivery contracts on behalf of SMP
and a mineral option. The Registrant also reported $25,000 in
revenues from the sale of certain equipment and an increase of
$75,400 in rental revenues as a result of operations at Ticaboo,
Utah. These increases were partially offset by a decrease in
mineral property transactions resulting from the exchange in fiscal
1995 of six quarters of mineral royalties for property in Colorado
which was then sold. All other revenues remained relatively
consistent with those of the same period of the previous year.
Costs and expenses increased by $763,400 during the six months
ended November 30, 1995 compared to the same period of the previous
year. This increase is primarily as a result of cost of U3O8 sold
under the SMP contract of $912,200. There were no sales of U3O8
recorded by the Registrant during the six months ended November 30,
1994. This increase in cost was partially offset by a reduction in
mineral operations of $252,400 and general and administrative
expenses increased by $100,400. This reduction in mineral
operations expenses is as a result of reduced operations.
Operations for the six months ended November 30, 1995 resulted
in a pre-tax loss of $272,400 before equity in loss of affiliates
of $277,700 as compared to a loss of $628,000 before equity in
income of affiliates of $66,400 during the same period of the
previous year. After recognizing equity losses, the Registrant
recognized a net loss of $550,100 compared to a loss of $694,400
for the comparative period of the previous year. This gain is as
a result of increased revenues and declines in both mineral
operations and general and administrative expenses explained above.
12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
(a) In the pending arbitration proceedings involving Sheep
Mountain Partners, Registrant, U.S. Energy and Nukem Inc./CRIC,
reported in Registrant's Form 10-K (Item 3) for the fiscal year
ended May 31, 1995, the three member Arbitration Panel entered an
order on October 23, 1995 advising that an Order and Award, which
was scheduled to be issued in December 1995, would not be possible.
The Panel concluded that it will need a period of time up to and
including March 1, 1996 before the Panel's Award will be issued.
The Panel also reserved the right to extend that period of time
should it unanimously decide it is necessary.
(b) In the Bond Gold Bullfrog, Inc. ("BGBI") litigation
reported in the Registrant's 1995 Form 10-K (Item 3) a partial or
bifurcated trial to the judge of the extralateral rights issues was
held on December 11 and 12, 1995, as scheduled. The purpose of the
hearing was to determine whether the Bullfrog orebody in question
is a "vein, lode or ledge" as described in the 1872 Mining Law and
if so, whether the facts of the case warrant the application of the
doctrine of extralateral rights as set forth in such statute.
Although the Court sat as both the finder of fact and law with
respect to such issues, the Court concluded that the questions are
ultimately one of law which must be reached based on the testimony
and exhibits introduced at the trial concerning the description of
the orebody. Registrant and defendants U.S. Energy and Parador
Mining Co., Inc. ("Parador") presented five experts in the field of
geology, including the person who was responsible for the discovery
of the gold deposit at the mine. All five experts opined that the
deposit was a lode and it apexed on a portion of Parador's two
mining claims. The defendant H. B. Layne Contractor, Inc.
("Layne") presented a single witness who testified that there was
no apex within the Parador claims. The Court nevertheless found
that Parador had failed to meet its burden of proof and therefore
Parador, Registrant and U.S Energy have no right, title and
interest in the minerals lying beneath the claims of Layne pursuant
to extralateral rights. The Court entered a partial judgment in
favor of Layne and ordered that Parador pay Court costs to Layne.
Defendants intend to appeal the Court's ruling as erroneous as a
matter of law.
The partial trial did not address any of the other issues
pending in the litigation other than those required to decide the
question of whether the doctrine of extralateral rights is
applicable to this case. All other claims and counterclaims remain
pending before the Court and no hearing date has been set for those
issues.
13
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
On November 29, 1995, an annual meeting of shareholders was
held and five directors, John L. Larsen, Max T. Evans, Daniel P.
Svilar, Michael D. Zwickl and Kathleen R. Martin were reelected for
a term expiring on the next succeeding annual meeting and until
their successors are duly elected or appointed and qualified. With
respect to the election of the five directors, the votes cast were
as follows.
Name of Director Votes For Votes Withheld
---------------- --------- --------------
John L. Larsen 8,116,992 25,575
Max T. Evans 8,106,992 35,575
Daniel P. Svilar 8,119,842 22,725
Michael D. Zwickl 8,119,842 22,725
Kathleen R. Martin 8,118,842 23,725
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits. None.
(b) Reports on Form 8-K. There were no Reports filed on Form
8-K during the quarter ended November 30, 1995.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CRESTED CORP.
(Registrant)
Date: January 17, 1996 By: s/ Max T. Evans
--------------------------
MAX T. EVANS,
President
Date: January 17, 1996 By: s/ Robert Scott Lorimer
--------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
15