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 February 28, 2002 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
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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 April 10, 2002
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Common stock, $.001 par value 17,088,330 Shares
CRESTED CORP.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Balance Sheets
February 28, 2002 and May 31, 2001..............................3
Condensed Statements of Operations
Three and Nine Months Ended February 28, 2002 and 2001..........4
Condensed Statements of Cash Flows
Nine Months Ended February 28, 2002 and 2001....................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 1. Legal Proceedings...................................................9
ITEM 4. Submission of Matter to a vote of Security Holders..................9
ITEM 6. Exhibits and Reports on Form 8-K....................................9
Signatures..........................................................9
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CRESTED CORP.
CONDENSED BALANCE SHEETS
ASSETS
February 28, May 31,
2002 2001
------------ -------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 3,300 $ 3,200
INVESTMENTS IN AFFILIATES 5,774,400 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 2,100 2,100
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$ 5,789,800 $ 6,221,100
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LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt to affiliate $ 6,764,600 $ 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, $.001 par value;
20,000,000 shares authorized;
issued 17,073,330 17,200 17,200
Additional paid-in capital 11,783,800 11,783,800
Accumulated deficit (13,749,900) (12,294,200)
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TOTAL SHAREHOLDERS' DEFICIT (1,948,900) (493,200)
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$ 5,789,800 $ 6,221,100
============ =============
See notes to Condensed Consolidated Financial Statements.
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CRESTED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
February 28 February 28
------------------------------ ------------------------------
2002 2001 2002 2001
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES:
Mineral revenue $ -- $ 14,800 $ -- $ 48,100
Interest -- -- -- 100
Litigation settlement -- -- -- 3,566,400
Other -- 100 -- 100
------------ ------------ ------------ ------------
-- 14,900 -- 3,614,700
COSTS AND EXPENSES:
General and administrative 38,300 43,600 137,600 175,900
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INCOME (LOSS) BEFORE EQUITY LOSS
AND TAX PROVISION (38,300) (28,700) (137,600) 3,438,800
EQUITY IN LOSS OF AFFILIATE (502,800) (540,700) (1,318,100) (1,287,700)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE
PROVISION FOR INCOME TAXES (541,100) (569,400) (1,455,700) 2,151,100
PROVISION FOR INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (541,100) $ (569,400) $ (1,455,700) $ 2,151,100
============ ============ ============ ============
NET INCOME (LOSS)
PER SHARE, BASIC AND DILUTED $ (0.03) $ (0.06) $ (0.09) $ 0.21
============ ============ ============ ============
BASIC WEIGHTED AVERAGE
SHARES OUTSTANDING 17,073,330 10,336,439 17,073,330 10,323,135
============ ============ ============ ============
DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 17,073,330 10,336,439 17,073,330 10,388,135
============ ============ ============ ============
See notes to Condensed Consolidated Financial Statements.
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CRESTED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
February 28,
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2002 2001
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(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(1,455,700) $ 2,151,100
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Equity in loss of affiliates 1,318,100 1,287,700
Deferred GMMV purchase option -- (2,000,000)
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NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (137,600) 1,438,800
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates (886,700) (1,540,800)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net activity on long term debt to affiliate 1,024,400 104,900
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NET INCREASE IN
CASH AND CASH EQUIVALENTS 100 2,900
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 3,200 3,000
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,300 $ 5,900
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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.
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CRESTED CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1) The Condensed Balance Sheet as of February 28, 2002 and the Condensed
Statements of Operations and Cash Flows for the three and nine months ended
February 28, 2002 and 2001, 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 February 28, 2002 and the results of operations
and cash flows for the three and nine months ended February 28, 2002 and
February 28, 2001.
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 February 28, 2002 and 2001 are not necessarily indicative of the operating
results for the full year.
3) Debt at February 28, 2002 and May 31, 2001, consists of the balance on a
note payable to its parent U.S. Energy Corp. of $6,764,500 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 nine months ended February 28, 2002 and the three months ended
February 28, 2001 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 February 28, 2002.
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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 nine months ended February 28, 2002 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 $6,761,300 at February 28, 2002. This
decrease of $1,024,300 in the working capital was caused by increased debt to
USE . USE continues to fund a significant portion of the Company's obligations
for the various ventures in which they operate jointly.
During the nine months ended February 28, 2002, operating and investing
activities consumed $137,600 and $886,700, respectively while financing
activities generated $1,024,400. Cash from investing activities was generated
through increased debt to USE in the amount of $1,024,400.
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 February 28, 2002, 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 February 28, 2002 will not be sufficient to
sustain operations during the balance of 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 which are jointly owned with USE 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 $6,764,600 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 nine months ended February 28, 2002, 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
The Company had no revenues during the nine months ended February 28, 2002.
Mineral Revenues for the nine months ended February 28, 2002 decreased $48,100
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.
During the nine months ended February 28, 2001, the Company recognized
$3,566,400 in a litigation settlement revenues. These revenues came as a result
of a settlement of litigation with Kennecott Energy on the Green Mountain Mining
Venture. Of this amount, $2,000,000 was a non-cash recognition of a deferred
purchase option for cash received in a prior period. No litigation settlement
revenues were recognized during the nine months ended February 28, 2002.
Costs and expenses decreased by $38,300 during the nine months ended
February 28, 2002 from the same period of the prior year. This decrease was as a
result of reductions in the Company and USE'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 $1,318,100 and $1,287,700
for the nine months ended February 28, 2002 and February 28, 2001, respectively.
Operations for the nine months ended February 28, 2002, resulted in a loss
of $1,455,700 as compared to a gain of $2,151,100 for the same nine months in
the previous year.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On or about March 13, 2002, registrant's subsidiary, Sutter Gold Mining
Company, Inc., was served with a complaint filed in the Superior Court of Amador
County, California, case number 02CU2051. The plaintiff is Edward A. Swift
individually and as a trustee and the other defendant is Meridian Minerals
Company (Meridian). The litigation involves a mining lease entered into in 1989
between Plaintiffs and Defendant Meridian on the rental of Plaintiffs' land.
Plaintiffs contend Defendants owe them $136,186 for past due rent and some
$12,000 in unpaid taxes and for fence repair. Defendant Sutter Gold, has until
April 12, 2002 to answer or otherwise plead to the complaint.
On or about April 1, 2002, registrant's subsidiary, Rocky Mountain Gas,
Inc. (RMG) was served with a Second Amended Complaint wherein the Northern
Plains Resource Council filed suit in the U.S. District Court of Montana,
Billings Division in Case No. CV-01-96-BLG-RWA, against the U.S. BLM, RMG
certain of its affiliates and some 20 other defendants. The plaintiff is seeking
to cancel oil and gas leases issued to RMG et al by the BLM in the Powder River
Basin of Montana and for other relief. RMG and its affiliates have not yet
answered or otherwise pled to the complaint.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(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 February 28, 2002.
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: April 10, 2002 By: /s/ John L. Larsen
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JOHN L. LARSEN,
Chairman and CEO
Date: April 10, 2002 By: /s/ Robert Scott Lorimer
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ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
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