SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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 0-17480
CROWN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Washington 84-1097086
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1675 Broadway, Suite 2400, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303)
534-1030
Indicate by checkmark 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.
Shares outstanding as of October 26, 2000: 14,553,302 shares
of common stock, $0.01 par value.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1 Consolidated Financial Statements. . . . . . . . . . .
3
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . .
7
PART II - OTHER INFORMATION
Item 1 Legal Proceedings. . . . . . . . . . . . . . . . . .
.12
Item 2 Changes in Securities. . . . . . . . . . . . . . . .
.14
Item 3 Defaults Upon Senior Securities. . . . . . . . . . .
14
Item 4 Submission of Matters to a Vote
of Security Holders. . . . . . . . . . . . . . . .
.14
Item 5 Other Information. . . . . . . . . . . . . . . . . .
.14
Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . .
.14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .
.15
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CROWN RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except per
share amounts)
September 30, December 31,
2000 1999
Assets
Current assets:
Cash and cash equivalents $ 7,950 $5,174
Restricted cash 110 -
Short-term investments 79 87
Prepaid expenses and other 56 114
Total current assets 8,195 5,375
Mineral properties, net 15,708 16,772
Other assets:
Restricted cash 300 -
Debt issuance costs, net 94 170
Marketable equity securities 239 103
Other 471 289
1,104 562
$25,007 $22,709
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 176 $ 205
Other 80 289
Convertible debentures 15,000 -
Total current liabilities 15,256 494
Long term liabilities:
Convertible debentures - 15,000
Minority interest in consolidated
subsidiary 3,376 1,235
Stockholders' equity:
Preferred stock, $0.01 par value - -
Common stock, $0.01 par value 146 145
Additional paid-in capital 34,827 34,803
Accumulated deficit (28,603) (28,837)
Accumulated other comprehensive loss 5 (131)
6,375 5,980
$25,007 $22,709
See Notes to Consolidated Financial Statements.
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per Three months ended Nine months ended
share amounts)
September 30, September 30,
2000 1999 2000 1999
(restated) (restated)
Revenues:
Mineral property option proceeds $ - $ - $ 100 $ 100
Royalty income 17 27 70 76
Interest income 144 65 327 254
Gain on sale of assets and
mineral properties 26 - 5,835 -
187 92 6,332 430
Costs and expenses:
Exploration expense 192 232 880 778
Depreciation, depletion, and
amortization 7 13 34 51
General and administrative 276 273 1,047 1,075
Interest expense 243 243 728 728
Abandonment and impairment of
mining claims and leases - (1) 1,269 15
Other, net - (3) (2) 3
718 757 3,956 2,650
Income (Loss) before
minority interest (531) (665) 2,376 (2,220)
Minority interest in (income) loss
of subsidiary 85 108 (2,142) 253
Net income (loss) $ (446) $ (557) $ 234 $(1,967)
Income (loss) per common share
and common equivalent share:
Basic and fully diluted $ (0.03) $ (0.04) $ 0.02 $ (0.14)
Weighted average number of
common and common equivalent
shares outstanding 14,553 14,533 14,552 14,533
See Notes to Consolidated Financial Statements.
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended September 30,
(in thousands) 2000 1999
(restated)
Operating activities:
Net income (loss) $ 234 $(1,967)
Adjustments:
Depreciation, depletion, & amortization 110 127
Abandonment of mining claims
and leases 1,269 15
Common stock issued for services 25 24
Minority interest in gain (loss) of subsidiary 2,141 (253)
Loss (gain) on sale of assets and mineral
properties (5,835) 4
Changes in operating assets and liabilities:
Prepaid expenses and other 48 (27)
Accounts payable and other
current liabilities (238) (249)
Net cash used in operating activities (2,246) (2,326)
Investing activities:
Additions to mineral properties (205) (150)
Proceeds from asset and mineral property sales 5,614 22
Increase in other assets (387) (62)
Net cash provided by (used in)
investing activities 5,022 (190)
Net increase (decrease) in cash and cash equivalents 2,776 (2,516)
Cash and cash equivalents, beginning of period 5,174 8,136
Cash and cash equivalents, end of period $ 7,950 $ 5,620
Supplemental disclosure of cash
flow information:
Cash paid during the period for:
Interest $ 432 $ 432
Noncash investing and financing activities:
Deferred tax benefit of non-qualified
stock option exercises - 68
Securities received in payment for
account receivable - 21
Restricted cash held in escrow related to
property sale 400 -
See Notes to Consolidated Financial Statements.
CROWN RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
The accompanying consolidated financial statements of Crown
Resources Corporation ("Crown") for the nine months ended
September 30, 2000 and 1999 are unaudited, but in the opinion of
management, include all adjustments, consisting only of normal
recurring items, necessary for a fair presentation. Interim
results are not necessarily indicative of results which may be
achieved in the future.
These financial statements should be read in conjunction
with the financial statements and notes thereto which are
included in Crown's Annual Report on Form 10-K for the year ended
December 31, 1999. The accounting policies set forth in those
annual financial statements are the same as the accounting
policies utilized in the preparation of these financial
statements, except as modified for appropriate interim financial
statement presentation.
During the fourth quarter of 1999, Crown changed its method
of accounting for exploration costs on properties without proven
and probable reserves from capitalizing all expenditures to
expensing all costs, other than acquisition costs, prior to the
establishment of proven and probable reserves. The change was
applied retroactively to January 1, 1999. This brings Crown's
accounting method in accordance with the predominant practice in
the U.S. mining industry. The $8.5 million cumulative effect of
the change has been included in the 1999 prior year loss and is
reflected in retained earnings. The balances for the 1999 third
quarter interim statements have been restated to reflect the
change in accounting principle as follows (unaudited):
(in thousands) Three months Nine months
ended September 30, ended September 30,
1999 1999 1999 1999
previously previously
reported restated reported restated
Consolidated statement of operations:
Revenue $ 92 $ 92 $ 330 $ 430
Costs and expenses $ 526 $ 757 $2,331 $ 2,650
Net Loss $ (398) $ (557) $(1,716) $(1,967)
Basic and diluted net loss per
common equivalent share $ (0.03) $ (0.04) $(0.12) $(0.14)
Consolidated statement of cash flows:
Net loss n/a n/a $(1,716) $(1,967)
Net cash used in operating activities n/a n/a $(1,648) $(2,326)
Net cash used in investing activities n/a n/a $ (868) $ (190)
2. COMPREHENSIVE INCOME
The following represents comprehensive loss and its components:
(in thousands) Three months Nine months
ended September 30, ended September 30,
2000 1999 2000 1999
Net gain (loss) $ (446) $ (557) $ 234 $(1,967)
Unrealized income (loss) on
marketable equity
securities 55 46 136 (71)
Comprehensive income (loss) $ (391) $( 511) $ 370 $(2,038)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of operations
The following discussion compares September 30, 2000 interim
amounts to the interim amounts for September 30, 1999 which have
been restated as a result of the change in accounting principle
to expense exploration costs as discussed in note 1 to the
consolidated financial statements of this report.
Third quarter 2000 compared with the third quarter of 1999:
Crown had a net loss of $446,000 or $0.03 per share, for the
third quarter of 2000 compared with a net loss of $557,000, or
$0.04 per share, for the third quarter of 1999. The reduced loss
was primarily attributable to an increase in interest income and
a reduction in exploration expense during the third quarter of
2000 compared to the prior year.
During the third quarter Solitario Resources Corporation
("Solitario"), Crown's 57.2%-owned subsidiary entered into a Plan
of Arrangement ("Arrangement") with Altoro Gold Corporation
whereby Altoro would become a wholly owned subsidiary of
Solitario through the issuance of approximately 6.2 million
shares. The Arrangement was completed in the fourth quarter and
Crown's ownership interest was reduced to 41.3%. See liquidity
and capital resources.
Total revenues for the third quarter of 2000 were $187,000
compared with $92,000 for the third quarter of 1999. Increased
interest income as a result of a higher cash balance was offset
by lower royalty revenues from the Kettle River mine in
Washington during first nine months of 2000 compared to the same
period in the prior year.
Exploration expense was $192,000 in the third quarter 2000
compared to the prior year quarter of $232,000. The reduction in
expense was related to the reduction in company sponsored
exploration programs while continuing to rely on exploration by
its joint venture partners. General and administrative expenses
of $276,000 were comparable to the prior year quarter of
$273,000. Depreciation, depletion and amortization expense was
reduced to $7,000 for the third quarter of 2000 from $13,000 in
the prior year as certain assets became fully depreciated.
Interest expense of $243,000 for third quarter 2000 was the same
as in the year earlier quarter.
There were no property write downs during the third quarter
of 2000 which compared to the prior year write down of $1,000.
During the third quarter of 2000, the minority interest
portion of the net loss from Solitario Resources Corporation was
$531,000, compared to the minority interest portion of Solitario
loss in the prior year quarter of $665,000.
Nine months ended September 30, 2000 compared with nine months
ended September 30, 1999:
Crown had net income of $234,000 or $0.02 per share, for the
nine months ended September 30, 2000 compared with a net loss of
$1,967,000, or $0.14 per share, for the first nine months of
1999. The 2000 net income was primarily related to a gain on
sale of Solitario's Yanacocha property of approximately
$5,800,000 recorded during the second quarter, which was
mitigated by the minority interest portion of Solitario's net
income and the write down of a portion of the Cord Ranch property
in Nevada during the second quarter of 2000.
Total revenues for the first nine months of 2000 were
$6,332,000 compared with $430,000 for the same period in 1999.
The increase was primarily the result of the gain on sale of the
Yanacocha property. Higher interest income was offset by
slightly lower royalty revenue during the current nine month
period compared to the prior year.
Exploration expense during the first nine months of 2000 was
$880,000 compared to $778,000 for the same period in 1999. A
significant exploration program including drilling of the San
Juan de Minas property in Mexico during the first quarter of
2000, combined with an initial exploration program for platinum
group metals exploration targets in Brazil in the second quarter
more than offset a reduction in exploration spending in the
United States and Peru during 2000, compared with the first nine
months of 1999. General and administrative expenses for the
first nine months of 2000 were $1,047,000 compared with
$1,075,000 for the same period last year. The results were
comparable as the reductions in general and administrative staff
was offset by support cost for exploration work which has been
transferred from the United States to Brazil and Mexico during
2000.
Liquidity and Capital Resources
During the nine months ended September 30, 2000, Crown spent
$205,000 for mineral property additions compared to $150,000 in
the first nine months of 1999. The additions for both periods
primarily relate to the Crown Jewel project, in which Battle
Mountain Gold Company is earning a 46 percent interest by
providing funding for development of a 3,000 ton-per-day mining
facility. Solitario received $118,000 in payments on the Bongara
zinc project in Peru, of which $100,000 was mineral option
proceeds during the first nine months of 2000 and 1999.
Working capital at September 30, 2000 decreased to a deficit
of $7,061,000 from positive balance of $4,881,000 at December 31,
1999 primarily as a result of the reclassification of the
$15,000,000 convertible debentures due August 27, 2001 to current
liabilities during the third quarter of 2000. This was partially
offset by the proceeds from the sale of the Yanacocha property
during the second quarter of 2000. Cash and cash equivalents at
September 30, 2000 were $7,950,000, including $6,908,000 held in
Solitario.
On April 26, 2000 Solitario completed a transaction with an
affiliate of Newmont Mining Corporation ("Newmont") and sold its
interest in its Yanacocha property for $6,000,000 and a sliding
scale net smelter return royalty that varies with the price of
gold. In order to effect the transaction, Solitario transferred
all of the operating assets and liabilities, excluding its
interest in Yanacocha, of its Peru operating subsidiary, Minera
Los Tapados ("Los Tapados"), to a new operating subsidiary,
Minera Solitario Peru. Newmont received all of the outstanding
shares of Los Tapados for cash consideration of $5,600,000. The
balance of the $6,000,000 payment, $400,000, is being held in a
reserve by Newmont and, pending release of certain contingent
liabilities, will be paid in four annual payments of $100,000
plus interest. As part of the agreement, Newmont was required to
deliver the net smelter return royalty to Solitario within 120
days, which was extended during the third quarter to 210 days.
Crown expects to spend approximately $1,550,000 in 2000 on
its exploration programs, including $1,050,000 to be spent by
Solitario. Existing funds and projected sources of funds are
believed to be sufficient to finance planned activities for the
current year. Crown will need to raise additional capital or
restructure its existing obligations to meet its required debt
repayments, including the payment of its $15,000,000 convertible
debentures, due August 2001.
Although Crown is actively exploring alternatives available
to address this issue, the long-term funding and operating
results of Crown are largely dependent on the restructuring or
repayment of the debentures and the permitting and successful
commencement of commercial production at the Crown Jewel project
(the "Project"). There can be no assurance that Crown will be
successful in meeting these challenges in either the short or
long term future.
Crown Jewel Project Permitting
The Project is in the permitting phase, with work currently
underway to obtain the permits necessary to construct and operate
the mine. Many of the proposed facilities at the Project are to
be located on unpatented lode mining claims and millsite claims.
The validity of the claims, or obtaining some other rights from
the federal government, is a prerequisite to the construction of
the facilities.
In January 2000, the State of Washington Pollution Control
Hearings Board ("PCHB") issued a ruling vacating the previously
granted 401 Water Quality Permit for the Crown Jewel Project
issued by the Washington Department of Ecology ("WDOE"). The
ruling also reversed certain water rights issued by the WDOE for
the Crown Jewel Project. On March 14, 2000, Battle Mountain Gold
Company("Battle Mountain" or "BMG"), Crown's joint venture
partner that is earning a 54% interest in the project, filed an
appeal in Superior Court for the State of Washington for Okanogan
County, challenging the PCHB ruling. A hearing date has been set
for March 2002 in the appeal. The PCHB ruling creates further
delay and uncertainty regarding a timetable for the construction
of the project. See Legal Proceedings elsewhere in this report.
As a result of the PCHB ruling, on February 4, 2000, Battle
Mountain announced it was writing off its entire investment in
the Crown Jewel Project as of December 31, 1999, and
reclassifying the proven and probable reserves to mineralized
materials. Because Crown is the holder of 100% of the Crown
Jewel project, subject to Battle Mountain's potential earn-in,
and the basis and economics of Crown's interest are materially
different than Battle Mountain's interest, Crown engaged Mine
Reserves Associates ("MRA") to conduct an independent analysis of
its Crown Jewel project reserves in February and March 2000. Per
the MRA report, Crown is reporting proven and probable reserves
of 2,556,000 tons at a grade of 0.354 for a total of 905,000
contained ounces. The MRA design would use the bulk of the waste
rock material from mine design for tailings dam construction and
to backfill the underground mining areas, in order to increase
the recoverable underground ounces.
As part of the analysis of the Crown Jewel reserves
subsequent to the January 2000 PCHB ruling, Crown retained
Gochnour and Associates ("Gochnour"), an independent mining
environmental consultant, to review the required permits for the
mine design as proposed in the MRA report. Gochnour indicated
the MRA design would require conducting additional baseline
studies and collecting data for modeling to amend previously
approved permits as well as to obtain permits for activities that
were not previously contemplated, for example the underground
mining effects on ground water. Gochnour indicated the
underground alternative will also require mitigation of
environmental impacts. The Gochnour report concludes the MRA
mine design is legally permittable. Although Crown and Gochnour
are not aware of any laws or regulations which would be violated
by the mine design proposed by MRA, there will continue to be
uncertainty regarding the ability of Crown to obtain the
necessary permits from the regulatory authorities in a timely
manner, if ever.
There are no assurances that required permits will be issued
in a timely fashion, that Crown or Battle Mountain will prevail
in current or future legal actions or that conditions contained
in permits issued by the agencies will not be so onerous as to
preclude construction or operation of the project.
Subsequent event
On October 20, 2000 the Nasdaq Stock Market notified Crown
that its common stock was no longer listed on the Nasdaq National
Market because the stock had failed to maintain a minimum bid
price of $1.00 for 30 consecutive trading days as required for
continued listing on the Nasdaq National Market in accordance
with the rules of the Nasdaq National Market. The common shares
of Crown are now traded on the Over the Counter Bulletin Board
(OTCBB) under the symbol OTCBB:CRRS. Crown's listing on the
Toronto Stock Exchange will not be affected by this notice.
During the third quarter, Solitario, Crown's 57.2% - owned
subsidiary, announced the completion of a Plan of Arrangement
with Altoro Gold Corporation of Vancouver, Canada, whereby Altoro
would become a wholly-owned subsidiary of Solitario, subject to
approval by Altoro shareholders and regulatory approval.
Solitario capitalized approximately $354,000 of costs during the
third quarter which included expenses primarily for legal and
accounting of $82,000 and a direct investment of $272,000 in
Altoro to provide working capital to complete the Plan of
Arrangement. On October 4, 2000, the shareholders of Altoro
approved the Arrangement and final regulatory approval was
received on October 18, 2000. Solitario issued 6,228,894 shares
to Altoro shareholders and option holders on October 18, 2000.
Solitario also reserved 825,241 Solitario shares for issuance
upon the exercise of 825,241 warrants. On October 24, 2000,
Solitario issued 261,232 shares upon the exercise of the above
warrants and 286,231 the warrants expired unexercised. After the
issuance of the shares in connection with the Arrangement and
exercise of the warrants discussed above, Solitario has
23,344,647 shares outstanding of which Crown owns 9,633,585
shares or 41.3%.
Safe Harbor
The information set forth in this report includes "forward-
looking" statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, and is subject to the safe harbor created by those
sections. Factors that could cause results to differ materially
from those projected in the forward-looking statements include,
but are not limited to, the timing of receipt of necessary
governmental permits, the market price of gold, results of
current exploration activities and other risk factors detailed in
Crown's Securities and Exchange Commission filings.
Item 2. Quantitative and qualitative disclosures about market
risk
Market Risk
As of September 30, 2000, there have been no material changes in
the market risks to which Crown is exposed as disclosed in the
Annual Report on Form 10-K for the year ended December 31, 1999.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In March 1997, administrative appeals of the ROD for the
Final Environmental Impact Statement ("FEIS") for the Crown Jewel
Project were filed against the United States Forest Service,
("USFS") by members of the following parties: (i) a joint appeal
by the Okanogan Highlands Alliance, Washington Environmental
Council, Colville Indian Environmental Protection Alliance,
Washington Wilderness Coalition, Rivers Council of Washington,
and Sierra Club, Cascade Chapter; (ii) Confederated Tribes of the
Colville Reservation; (iii) Columbia River Bioregional Education
Project; and (iv) Kettle Range Conservation Group; (all groups
collectively the "Plaintiffs"). The appeals were denied in May
1997.
Okanogan County Superior Court
In January of 2000, the Pollution Control Hearings Board
("PCHB") issued a ruling vacating the previously granted 401
Water Quality Permit for the Crown Jewel Project issued by WDOE.
The ruling also reversed certain water rights issued by the WDOE
for the Crown Jewel Project. Battle Mountain filed this action
in March 2000, appealing the PCHB decision reversing Battle
Mountain's water rights and 401 certification, has been assigned
to a judge who normally sits in neighboring Chelan County. Pending
availability in the court, a preliminary hearing date in the appeal
has been conditionally set for June 2001, prior to the primary date
for the appeal of March 2002.
United States Ninth Circuit Court of Appeals
In late May 1997, members of the Plaintiffs filed an action
in United States District Court for the District of Oregon
against the USFS appealing the Forest Service's issuance of the
FEIS, its decision to uphold the ROD and the denial of
administrative appeals. On December 31, 1999 the Court affirmed
the decisions of the USFS on the adequacy of the FEIS by granting
all motions for summary judgement on behalf of the USFS and
Battle Mountain, while denying all motions of the Plaintiffs.
Members of the Plaintiffs appealed of the decision to the Ninth
Circuit Court of Appeals in April 1999. Briefs have been filed
and a hearing on the appeal has been scheduled for November 13,
2000.
United States District Court for the District of Oregon
This action, commenced in November 1999 by members of the
Plaintiffs against the Department of the Interior, et al.
challenges the reinstatement of the Crown Jewel Record of
Decision and the grant of the Plan of Operations for the project.
In July 2000, Battle Mountain filed non-merits dispositive
motions. Responses and reply briefs on the motions have been
received and oral arguments on the dispositive motions were held
November 6, 2000. A decision on the motions is expected by the
end of the year.
Thurston County Superior Court
In December of 1997, the members of the Plaintiffs filed
three separate actions against the WDOE in Superior Court of the
State of Washington for Thurston County. The actions challenge
the WDOE's approval of permits issued to Battle Mountain for
water resource mitigation and solid waste permit rulings. In
April 1998, members of the Plaintiffs dismissed one of the three
actions related to the tailings and solid waste permits without
prejudice. In November 1998, the remaining two actions were
consolidated. The case is currently pending and no trial date
has been set.
Department of the Interior
In May 2000, members of the Plaintiffs filed a protest of
the patent application for the grandfathered Crown Jewel lode
claims. The protest was filed in the Washington/Oregon State
Bureau of Land Management office. The Department of the Interior
has invited Battle Mountain and/or Crown to submit a response to
the protest, but has not set a date for such response or a time
frame for the resolution of the protest.
The impact and timing of resolutions of these and any other
appeals related to the permitting process cannot be determined
with any accuracy at this time.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: The exhibits as indexed on page 16 of this Report
are included as a part of this Form 10-Q.
(b) Reports on Form 8-K:
None
Exhibit Number Description
27 Financial Data Schedule
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.
CROWN RESOURCES CORPORATION
November 10, 2000 By: /s/ James R. Maronick
Date James R. Maronick
Vice President - Finance
(Principal Financial and
Accounting Officer)
INDEX TO EXHIBITS
Exhibit
Number Description Page No.
27 Financial Data Schedule