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, 2001 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission file number 0-8773
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CRESTED CORP.
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(Exact Name of Company 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)
Company's telephone Number, including area code: (307) 856-9271
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NONE
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(Former name, address and fiscal year, if changed since last report)
Indicate by check mark whether the Company (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 Company
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 11, 2002
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Common stock, $.001 par value 17,088,330 Shares
CRESTED CORP.
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Balance Sheets
November 30, 2001 and May 31, 2001............................3
Condensed Statements of Operations
Three and Six Months Ended November 30, 2001 and 2000.........4
Condensed Statements of Cash Flows
Six Months Ended November 30, 2001 and 2000...................5
Notes to Condensed Financial Statements.........................6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............7-8
PART II. OTHER INFORMATION
ITEM 4. Submission of Matter to a vote of Security Holders..............9
ITEM 6. Exhibits and Reports on Form 8-K................................9
Signatures......................................................9
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CRESTED CORP.
CONDENSED BALANCE SHEETS
ASSETS
November 30, May 31,
2001 2001
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(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 3,200 $ 3,200
INVESTMENTS IN AFFILIATES 5,930,800 6,205,800
PROPERTIES AND EQUIPMENT 896,800 896,800
Less accumulated depreciation,
depletion and amortization (886,800) (886,800)
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10,000 10,000
OTHER ASSETS 2,000 2,100
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$ 5,946,000 $ 6,221,100
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LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt to affiliate 6,379,800 5,740,200
COMMITMENT TO FUND EQUITY INVESTEES 215,600 215,600
RECLAMATION LIABILITY 748,400 748,400
COMMITMENTS AND CONTINGENCIES
FORFEITABLE COMMON STOCK, $.001 par value
15,000 shares issued, forfeitable until earned 10,100 10,100
SHAREHOLDERS' equity
Preferred stock, $.001 par value;
100,000 shares authorized;
none issued or outstanding -- --
Common stock, $.001 par value;
20,000,000 shares authorized;
issued 17,073,330 17,200 17,200
Additional paid-in capital 11,783,800 11,783,800
Accumulated deficit (13,208,900) (12,294,200)
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TOTAL SHAREHOLDERS' DEFICIT (1,407,900) (493,200)
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$ 5,946,000 $ 6,221,100
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See notes to Condensed Consolidated Financial Statements.
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CRESTED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
November 30, November 30,
------------------------------ -----------------------------
2001 2000 2001 2000
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES:
Mineral revenue $ -- $ 16,600 $ -- $ 33,300
Interest -- 100 -- 100
Litigation settlement -- 3,566,400 -- 3,566,400
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-- 3,583,100 -- 3,599,800
COSTS AND EXPENSES:
General and administrative 51,400 52,600 99,400 132,300
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INCOME (LOSS) BEFORE EQUITY LOSS
AND TAX PROVISION (51,400) 3,530,500 (99,400) 3,467,500
EQUITY IN LOSS OF AFFILIATE (237,100) (406,100) (815,300) (747,000)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE
PROVISION FOR INCOME TAXES (288,500) 3,124,400 (914,700) 2,720,500
PROVISION FOR INCOME TAXES -- -- -- --
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NET INCOME (LOSS) $ (288,500) $ 3,124,400 $ (914,700) $ 2,720,500
============ ============ ============ ============
NET INCOME (LOSS)
PER SHARE, BASIC AND DILUTED $ (0.02) $ 0.30 $ (0.05) $ 0.26
============ ============ ============ ============
BASIC WEIGHTED AVERAGE
SHARES OUTSTANDING 17,073,330 10,316,664 17,073,330 10,316,664
============ ============ ============ ============
DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 17,073,330 10,381,664 17,073,330 10,381,664
============ ============ ============ ============
See notes to Condensed Consolidated Financial Statements.
4
CRESTED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
November 30,
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2001 2000
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(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (914,700) $ 2,720,500
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Equity in loss of affiliates 815,300 747,000
Deferred GMMV purchase option -- (2,000,000)
Litigation settlement receivable, net -- (812,500)
Net changes in components
of working capital -- --
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NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (99,400) 655,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates (540,300) (974,100)
Decrease in other assets 100 --
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NET CASH USED IN INVESTING ACTIVITIES (540,200) (974,100)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net activity on long term debt to affiliate 639,600 335,100
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NET INCREASE IN
CASH AND CASH EQUIVALENTS -- 16,000
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 3,200 3,000
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,200 $ 19,000
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SUPPLEMENTAL DISCLOSURES:
Interest paid $ -- $ --
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Income tax paid $ -- $ --
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See notes to Condensed Consolidated Financial Statements.
5
CRESTED CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1) The Condensed Balance Sheet as of November 30, 2001 and the Condensed
Statements of Operations and Cash Flows for the three and six months ended
November 30, 2001 and 2000, have been prepared by the Company without audit. The
Condensed Balance Sheet at May 31, 2001, has been derived from the audited
financial statements included in the Company's Annual Report on Form 10-K filed
for the year then ended. In the opinion of the Company, the accompanying
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to fairly present the financial position of the
Company and its affiliate as of November 30, 2001 and the results of operations
and cash flows for the three and six months ended November 30, 2001 and November
30, 2000.
2) Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
suggested that these financial statements be read in conjunction with the
Company's May 31, 2001 Form 10-K. The results of operations for the periods
ended November 30, 2001 and 2000 are not necessarily indicative of the operating
results for the full year.
3) Debt at November 30, 2001 and May 31, 2001, consists of the balance on a
note payable to its parent U.S. Energy Corp. of $6,379,800 and $5,740,200,
respectively.
4) The reclamation liability of $748,400 represents the Company's share of
the liability at the Sheep Mountain Mines in the Crooks Gap Mining District.
This reclamation work may be performed over several years and will not be
commenced until such time as all commercial uranium mineralization contained in
the properties is produced or the properties are abandoned. It is anticipated
that neither of these events will occur for sometime into the future.
5) The Company presents basic and diluted earnings per share in accordance
with the provisions of Statement of Financial Accounting Standards No. 128,
"Earnings per Share". Basic earnings per common share is based on the weighted
average number of common shares outstanding during the period. Diluted earnings
per share does not include the dilutive effect of common stock equivalents for
the three and six months ended November 30, 2001 and 2000 because stock options
and warrants which comprised common stock equivalents would have been
anti-dilutive.
6) Certain reclassifications have been made in the May 31, 2001 financial
statements to conform to the classifications used in November 30, 2001.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following is Management's Discussion and Analysis of significant
factors which have affected the Company's liquidity, capital resources and
results of operations during the periods included in the accompanying financial
statements. For a detailed explanation of the Company's Business Overview, it is
suggested that Management's Discussion and Analysis of Financial Condition and
Results of Operations for the quarter and six months ended November 30, 2001 be
read in conjunction with the Company's Form 10-K for the year ended May 31,
2001.
OVERVIEW OF BUSINESS
The Company is engaged in the mineral development and extraction business.
The Company has interests in an uranium mine and mill in Southern Utah; uranium
mines in Central Wyoming; a gold property in California; coalbed methane
properties in the Powder River Basin in Wyoming and Montana, and various real
estate operations including a townsite operation near Lake Powell, Utah.
All these businesses are operated in conjunction with the Company's parent,
U.S. Energy Corp. ("USE") through a joint venture between the two companies, the
USECB Joint Venture ("USECB"). The Company accounts for USECB using the equity
method of accounting.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficit at May 31, 2001 of $5,737,000
increased to a working capital deficit of $6,376,600 at November 30, 2001. This
increase of $639,600 in the working capital deficit was caused by increased debt
to USE . USE continues to fund a significant portion of the Company's
obligations from the various ventures in which they operate jointly.
During the six months ended November 30, 2001, operations and investing
activities consumed $99,400 and $540,200, respectively while financing
activities generated $639,600. During the six months ended November 30, 2001,
cash of $540,300 was primarily consumed in the investment in affiliates and
generated through increased debt to USE of $639,600.
CAPITAL RESOURCES
The Company and USE have a $750,000 line of credit with a commercial bank.
The line of credit is secured by various real estate holdings and equipment
belonging to the Company and USE. At November 30, 2001, the line of credit had
been drawn down by $200,000. The line of credit is being used for short term
working capital needs associated with operations. The Company and USE also have
a $500,000 line of credit through their affiliate Plateau Resources. This line
of credit is for the development of the Ticaboo town site in southern Utah.
Plateau has drawn down this financing facility $300,000 which is repayable over
a period of 10 years.
The Company's cash resources at November 30, 2001 will not be sufficient to
sustain operations during fiscal 2002. The Company will continue to rely upon
funding from USE to meet its operating and administration capital requirements.
The Company may also receive funds from a settlement of the Sheep Mountain
Partners ("SMP") legal issues with Nukem, Inc. and its affiliates. Additionally
the Company may sell additional equipment or an interest in its various mineral
properties to fund its capital requirements.
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CAPITAL REQUIREMENTS
The Company and USE jointly fund the holding costs of the Sheep Mountain
uranium mines; the Plateau uranium mine and mill; real estate and commercial
operations, and the development of the Rocky Mountain Gas, Inc. ("RMG") coalbed
methane gas properties.
The Company and USE, through RMG, have requirements for their cash to make
delay rental payments on RMG's portion of coalbed methane leases. RMG has
entered into various agreements with industry partners where a portion or all of
its drilling commitments on the coalbed methane properties are carried.
The Company owes USE $6,379,800 as a result of USE funding operations and
capital expansion expenses. The Company does not have the resources to repay
this debt and must negotiate continued terms with USE or find some other means
of retiring the debt. To date, USE has not called the debt and has agreed not to
call the debt for 18 months from May 25, 2001.
During the six months ended November 30, 2001, the Company and USE
reclaimed their Ion Exchange Plant ("GMIX") at the SMP properties. It is not
anticipated that any of the Company's working capital will be used for the
reclamation of any of its other mineral property interests. The future
reclamation costs on the Sheep Mountain properties are covered by a reclamation
bond which is secured by a pledge of certain of the Company and USE's real
estate assets. The reclamation bond amount is reviewed annually by State
regulatory agencies.
RESULTS OF OPERATIONS
Mineral Revenues for the six months ended November 30, 2001 decreased
$33,300 from revenues for the same period of the previous year. This decrease
was a result of Phelps Dodge suspending the payment of advance royalties on the
Mt. Emmons molybdenum property. The Company and USE are investigating what legal
recourse they may have to cause Phelps Dodge reinstate the advance royalty
payments. The Company had no revenues during the six months ended November 30,
2001.
During the six months ended November 30, 2000, the Company recognized
$3,566,400 in a litigation settlement. No similar earnings were received during
the six months ended November 30, 2001.
Costs and expenses decreased by $32,900 during the six months ended
November 30, 2001 from the same period of the prior year. This decrease was as a
result of reductions in the Company's workforce. The reduced workforce reduced
the Company's obligation to fund retirement benefits. The Company recorded an
equity loss from USECC in the amounts of $815,300 and $747,000 for the six
months ended November 30, 2001 and November 30, 2000, respectively.
Operations for the six months ended November 30, 2001, resulted in a loss
of $914,700 as compared to a gain of $2,720,500 for the same six months in the
previous year.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
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On December 7, 2001, the annual meeting of shareholders was held and the
only issue considered was the re-election of the five directors: John L. Larsen,
Max T. Evans, Daniel P. Svilar, Kathleen R. Martin and Michael D. Zwickl. These
directors were reelected for a term expiring at the next succeeding annual
meeting and until their successors are duly elected or appointed an qualified.
With respect to the re-election of the five directors, the votes cast were as
follows:
Broker
Name of Director For Against Abstain Withheld Non Vote
- ---------------- --- ------- ------- -------- --------
John L. Larsen 15,273,008 5,200 7,500 650 134,700
Max T. Evans 15,273,358 5,200 7,500 300 134,700
Daniel P. Svilar 15,273,158 5,200 7,500 500 134,700
Michael D. Zwickl 15,273,158 5,700 7,500 0 134,700
Kathleen R. Martin 15,273,358 5,200 7,500 300 134,700
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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(a) Exhibits. None.
(b) Reports on Form 8-K. There were no reports filed by the Company on Form
8-K for the quarter ended November 30, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.
CRESTED CORP.
(Company)
Date: January 11, 2002 By: /s/ John L. Larsen
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JOHN L. LARSEN,
Chairman and CEO
Date: January 11, 2002 By: /s/ Robert Scott Lorimer
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ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
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