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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 June 30, 2002
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.)
4251 Kipling St. Suite 390,
Wheat Ridge, Colorado 80033
(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 July 22, 2002: approximately
3,133,000 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. 12
Item 3 Quantitative and Qualitative Discussions about Market
Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
PART II - OTHER INFORMATION
Item 1 Legal Proceedings . . . . . . . . . . . . . . . . . 16
Item 2 Changes in Securities . . . . . . . . . . . . . . . 16
Item 3 Defaults Upon Senior Securities . . . . . . . . . . 17
Item 4 Submission of Matters to a Vote
of Security Holders . . . . . . . . . . . . . . 17
Item 5 Other Information . . . . . . . . . . . . . . . . . 17
Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . . 17
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CROWN RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except
per share amounts) June 30, December 31,
2002 2001
Assets
Current assets:
Cash and cash equivalents $1,876 $ 110
Escrowed cash, secured notes
- 3,263
Restricted short-term investments 79 79
Prepaid expenses and other 82 102
Total current assets 2,037 3,554
Mineral properties, net 14,452 14,363
Other assets:
Equity in unconsolidated subsidiary 3,001 3,291
Other 54 57
Total other assets 3,055 3,348
$19,544 $21,265
Liabilities and Stockholders' Equity
Current liabilities:
Current liabilities:
Accounts payable $ 297 $ 153
Convertible debentures - 15,000
Current portion of long-term debt 50 68
Convertible senior notes payable,
net of discount - 2,341
Convertible senior notes payable,
related party, net of discount - 893
Accrued interest payable 105 812
Total current liabilities 452 19,267
Long-term liabilities
Convertible senior notes payable,
net of discounts 37 -
Convertible senior notes payable,
related party, net of discounts 15 -
Convertible secured notes payable,
net of discount 757 -
Convertible subordinated notes
payable 4,000 -
Long-term note payable 147 148
Deferred taxes 3,334 -
Total long-term liabilities 8,290 148
Stockholders' equity:
Preferred stock, $0.01 par value - -
Common stock, $0.01 par value 28 146
Additional paid-in capital 38,746 35,429
Accumulated deficit (27,952) (33,644)
Accumulated other comprehensive
loss (20) (81)
Total stockholders equity 10,802 1,850
$19,544 $21,265
See Notes to Consolidated Financial Statements.
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Six months ended
(in thousands, except per June 30, June 30,
share amounts) 2002 2001 2002 2001
Revenues:
Gain on sale of assets and
mineral properties $ - $ - $ - $ 210
Interest income 9 5 10 17
Total revenues 9 5 10 227
Costs and expenses:
Exploration expense - 2 - 2
Depreciation, depletion and
amortization 1 3 3 7
General and administrative 65 167 191 292
Interest expense 85 242 365 485
Other, net - 13 - 13
Total costs and expenses 151 427 559 799
Operating loss (142) (422) (549) (572)
Equity in loss of unconsolidated
subsidiary (180) (243) (376) (463)
Loss before reorganization costs (322) (665) (925) (1,035)
Reorganization costs 370 - 370 -
Loss before income taxes and
extraordinary item (692) (665) (1,295) (1,035)
Income tax benefit 63 - 63 -
Loss before extraordinary item (629) (665) (1,232) (1,035)
Gain on discharge of convertible debentures,
net of deferred tax 6,924 - 6,924 -
Net income (loss) $6,295 $ (665) $ 5,692 $(1,035)
Basic and diluted net loss per common and common
equivalent share before extraordinary
item $(0.21) $(0.23) $(0.42) $(0.36)
Extraordinary item 2.37 - 2.36 -
Basic and diluted net income (loss) per common
and common equivalent share $ 2.16 $(0.23) $ 1.94 $(0.36)
Weighted average number of common and
common equivalent shares outstanding 2,920 2,910 2,934 2,910
See Notes to Consolidated Financial Statements.
CROWN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30,
(in thousands) 2002 2001
Operating activities:
Net income (loss) $5,692 $(1,035)
Adjustments:
Depreciation, depletion &
amortization 56 58
Common stock issued for interest 47 -
Gain on asset sales - (197)
Equity in loss of unconsolidated
subsidiary 376 463
Deferred income taxes (63) -
Extraordinary gain on discharge of
convertible debentures (6,924) -
Changes in operating assets and liabilities:
Prepaid expenses and other current
assets (1) 55
Accounts payable and other current
liabilities 408 (45)
Net cash used in operating
activities (409) (701)
Investing activities:
Increase in other assets - (3)
Additions to mineral properties (89) (13)
Net cash used in investing
activities (89) (16)
Financing activities:
Payment on long-term debt (20) -
Payment on discharge of convertible
debentures (1,000) -
Cash released from secured
notes escrow 3,284 -
Net cash provided by financing
activities 2,264 -
Net increase (decrease) in cash and
cash equivalents 1,766 (717)
Cash and cash equivalents, beginning
of period 110 971
Cash and cash equivalents, end
of period $1,876 $ 254
Supplemental disclosure of cash flow information:
Cash paid during the period for
interest $ - $ 432
Non-cash issuance of securities on discharge
of convertible debentures:
Secured notes payable 2,000 -
Subordinated notes payable 4,000 -
Fair value of warrants 286
See Notes to Consolidated Financial Statements.
CROWN RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Policies
General
The accompanying consolidated financial statements of
Crown Resources Corporation ("CRC") and its subsidiaries
(collectively "Crown") for the three and six months ended June
30, 2002 and 2001 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 that 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, 2001. 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.
New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board
issued Statement No. 142, "Goodwill and Other Intangible
Assets" ("SFAS No.142"). SFAS No. 142 changes the accounting
for goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon
adoption of this statement. Crown implemented SFAS No. 142 on
January 1, 2002 and it has not had a material impact on its
consolidated financial position or results of operations.
In August 2001, the Financial Accounting Standards Board
issued Statement No. 144, "Accounting for the Impairment or
Disposal of Long-lived Assets" ("SFAS No. 144"). SFAS No. 144
supersedes SFAS No. 121, and provides for the use of
probability weighted cash flow estimation in determining cash
flows for the impairment of assets as well as establishing
methods for accounting for assets to be disposed of other than
by sale. Crown adopted SFAS No. 144 on January 1, 2002 and it
has not had a material impact on its consolidated financial
position or results of operations.
Crown will adopt Statement 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"), no later than January 1,
2003. Under SFAS 143, the fair value of a liability for an asset
retirement obligation covered under the scope of SFAS 143 would be
recognized in the period in which the liability is incurred, with
an offsetting increase in the carrying amount of the related long-
lived asset. Over time, the liability would be accreted to its
present value, and the capitalized cost would be depreciated over
the useful life of the related asset. Upon settlement of the
liability, an entity would either settle the obligation for its
recorded amount or incur a gain or loss upon settlement. Crown is
still studying this newly-issued standard to determine, among other
things, whether it has any asset retirement obligations which are
covered under the scope of SFAS 143. The effect to Crown of
adopting this standard, if any, has not yet been determined.
In April 2002, the Financial Accounting Standards Board issued
Statement No. 145, "Rescission of FASB Statements Nos. 4, 44 and
64, amendment of FASB Statement 13 and Technical Corrections"
("SFAS No. 145"). SFAS No. 145 affects the accounting for gains and
losses from extinguishment of debt, intangible assets of motor
carriers and certain lease transactions. SFAS 145 requires gains
or loss from extinguishment of debt to be reported as either
ordinary income or loss or as extraordinary income or loss in
accordance with APB 30. Crown will adopt SFAS No. 145 on January
1, 2003 and it is not expected to have a material impact on its
consolidated financial position or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." This Statement
addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring." This Statement requires recognition
of a liability for a cost associated with an exit or disposal
activity when the liability is incurred, as opposed to when the
entity commits to an exit plan under EITF No. 94-3. SFAS No. 146
is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The Company has not yet
determined the impact of the adoption of this statement.
2. Corporate Reorganization
On March 8, 2002, CRC filed a voluntary petition for
protection under Chapter 11 of the United States Bankruptcy Code
(the "Bankruptcy") in the United States Bankruptcy Court for the
District of Colorado (the "Court"). As part of the Bankruptcy CRC
filed a Plan of Reorganization (the "Plan") and a Disclosure
Statement with the Court on March 27, 2002. On May 30, 2002, the
Court confirmed the Plan, which became effective on June 11, 2002
(the "Effective Date"). As part of the Plan, Crown restructured
its existing $15 million 5.75% Convertible Subordinated Debentures
due August 2001 (the "Debentures"). The restructuring required an
exchange of outstanding Debentures, including any accrued interest
thereon for the following consideration to be proportionally
distributed to each Debenture holder:
(i) $1,000,000 in cash;
(ii) $2,000,000 in 10% Convertible Secured Notes (the
"Secured Notes") convertible into Crown common shares
at $0.35 per share. The Secured Notes are pari-passu
to and have essentially the same terms as the Senior
Notes, discussed below, including a 10% interest rate
payable in cash or common stock at CRC's option, and
a maturity date of October 2006. The number of shares
of common stock paid for interest, will be calculated
based the stated interest rate for the period divided
by the conversion price of $0.35 per share.
(iii) Warrants, which entitle the holders the right to
purchase, in the aggregate, 5,714,285 shares of CRC
common stock at an exercise price of $0.75 per share.
The warrants expire in October 2006;
(iv) $4,000,000 of convertible unsecured subordinated notes
(the "Subordinated Notes") convertible into common
stock of CRC at $0.75 per share. The Unsecured Notes
pay interest at 10% in stock or cash at CRC's option,
and mature on the same date as the Secured Notes. The
number of shares of common stock paid for interest,
will be calculated based the stated interest rate for
the period divided by the conversion price of $0.75
per share.
In order to effect the Plan on the Effective Date, Crown
entered into a Custody and Disbursing Agreement with Wells Fargo
Bank, Minnesota N.A. (the "Disbursing Agent") as well as trust
indentures with Deutsche Bank Trust Company, Americas, as Trustee
on the Secured Notes and with Wells Fargo Bank Minnesota, N.A. as
Trustee on the Subordinated Notes. Crown also transferred $1
million to the Disbursing Agent. The Disbursing Agent will issue
cash, Secured Notes, Subordinated Notes (including any accrued and
paid interest from June 11, 2002) and Warrants to each Debenture
holder who presents a valid Debenture certificate. Pending
presentation of Debenture certificates to the Disbursing Agent, all
interest due on any undistributed Secured and Subordinated Notes
will be paid to the Disbursing Agent for the benefit of any
Debenture holders who subsequently tender their certificates. The
Debenture holders have until June 2007 to present their
certificates, at which time any undistributed cash, notes or
warrants will revert to Crown.
The Plan provided that all other liabilities of CRC and Crown
would be paid in the normal course.
As part of the Plan Crown recorded a one for five reverse
split on the Effective Date of the currently outstanding common
stock, while maintaining the conversion and exercise prices of the
Senior Notes, the Secured Notes, the Unsecured Notes and the
related warrants. Crown also cancelled its existing Preferred
Stock, held by a wholly-owned subsidiary, which had previously been
eliminated in consolidation. The Plan contemplates that,
immediately after the approval of the Plan, assuming full dilution,
the Senior Note holders would own approximately 52% of the common
stock, the Debenture holders would own approximately 41% of the
common stock and current shareholders would own approximately 7% of
the common stock. The Plan also approved the 2002 Crown Stock
Option Plan (the "Option Plan") as of the Effective Date. The
Option Plan provides for the Board of Directors to issue stock
option grants for a maximum of 5 million shares. The grants may be
made by the Board of Directors to employees, consultants and
members of Crown's Board of Directors.
As part of the Plan, Crown filed Restated Articles of
Incorporation with the Secretary of State of the State of
Washington.
While the Plan resulted in a change in ownership of greater
than fifty percent, the reorganization value of the assets of Crown
immediately before the Effective Date was greater than the total of
all post-petition liabilities and allowed claims. As a result,
Crown will not adopt fresh start reporting and will continue to
recognize its historical basis of accounting.
3. Long-term debt
Senior Notes
In October 2001 Crown issued $3,600,000 of 10% convertible
secured promissory notes due in October 2006 (the "Senior Notes").
Crown used $1,000,000 of the proceeds to pay the cash component of
the Debenture restructuring discussed in Note 2 above. Crown
expects to use the remaining proceeds to initiate permitting on its
Crown Jewel Project in the state of Washington and for general
corporate purposes. The Senior Notes are secured by all of the
assets of Crown on a pari-passu basis with the Secured Notes. The
assets consist primarily of Crown's interest in the Crown Jewel
Project and its wholly-owned subsidiary, Crown Resource Corp. of
Colorado, whose assets consist primarily of a 41.2% equity interest
in Solitario Resources Corporation ("Solitario").
The Senior Notes have a five-year term and carry a 10%
interest rate, payable quarterly in cash or Crown common stock at
the conversion price of $0.35 per share at the election of Crown.
Originally, proceeds of $3,250,000 from the Senior Notes were
placed in escrow pending restructuring of the Debentures (the
specific Senior Notes related to the proceeds placed in escrow are
also referred to as "Escrowed Notes"). Solitario invested $650,000
in these Escrowed Notes. The Escrowed Notes are convertible into
Crown common shares at a conversion price of $0.35 per share,
subject to adjustment. In addition, the Escrowed Note holders have
been issued a five-year warrant for every share into which the
Escrowed Notes are convertible, which warrant will be exercisable
into a Crown common share at $0.75 per share, subject to
adjustment. Solitario also invested in a separate Senior Note,
(referred to as the "Solitario Note") for the remaining $350,000 of
the Senior Notes. These funds were made immediately available to
Crown for general corporate purposes. The Solitario Note is
convertible into Crown common shares at a conversion price of
$0.2916 per share, subject to adjustment. In addition, Solitario
has been issued a five-year warrant to acquire 1,200,000 shares of
Crown common stock at $0.60 per share, subject to adjustment. The
terms of the Solitario Note and the related warrant are otherwise
identical to the terms of the Escrowed Notes and warrants.
On October 19, 2001, the warrants described above had an
estimated value of $379,000, which was recorded as a discount to
the Senior Notes and credited to additional paid-in capital. This
warrant discount will be amortized over the life of the Senior
Notes and charged as interest expense. See Interest below.
Under generally accepted accounting principals, any intrinsic
value of the conversion feature (market price of the stock less the
effective conversion price) of the Senior Notes must also be
recorded as a discount to the Senior Notes. At October 19, 2001,
there was no intrinsic value associated with the conversion feature
of the Senior Notes and no discount was recorded thereon. However,
when the Bankruptcy Court approved the Plan of Crown on May 30,
2002, the terms of the Senior Notes were effectively changed, since
the conversion price remained unchanged despite the 1 for 5 reverse
split required by the Plan. Based upon these revised terms, the
intrinsic value of the conversion feature of the Senior Notes as of
their issuance date was $3,221,000. Effective May 30, 2002, this
amount has been recorded as a discount to the Senior Notes and
credited to additional paid-in capital. This conversion feature
discount will be amortized over the remaining life of the Senior
Notes as of May 30, 2002 and charged as interest expense. See
Interest below.
A summary of the Senior Notes at June 30, 2002 is as follows:
Related Other Total Senior
Party Senior Notes
Notes Notes Payable
Face amount of Senior Notes $ 1,000,000 $ 2,600,000 $ 3,600,000
Unamortized warrant discount (96,000) (234,000) (330,000)
Unamortized conversion feature
discount (889,000) (2,329,000) (3,218,000)
Senior Notes balance $ 15,000 $ 37,000 $ 52,000
Secured Notes
As noted above in Note 2, Crown issued $2,000,000 in 10%
convertible Secured Notes as part of the Debenture restructuring.
The Secured Notes carry a 10% interest rate payable quarterly in
cash or Crown common stock at the conversion price at the election
of Crown. The Secured notes mature in October 2006 and are
convertible into Crown common shares at $0.35 per share. The
Secured Notes are secured by all of the Assets of Crown on a pari-
passu basis with the Senior Notes. Crown also recorded a discount
to the Secured Notes for the intrinsic value of the conversion
feature on May 30, 2002 of $1,257,000 and credited additional paid-
in capital for that amount. This conversion feature discount will
be amortized over the remaining life of the Secured Notes as of May
30, 2002 and charged as interest expense. See Interest below.
A summary of the Secured Notes at June 30, 2002 is as follows:
Face amount of Secured Notes $ 2,000,000
Unamortized conversion feature discount (1,243,000)
Secured Notes balance $ 757,000
Subordinated Notes
As noted above in Note 2, Crown issued $4,000,000 in 10%
convertible Subordinated Notes as part of the Debenture
restructuring. The Subordinated Notes carry a 10% interest rate
payable quarterly in cash or Crown common stock at the conversion
price at election of Crown. The Subordinated Notes mature in
October 2006 and are convertible into Crown common shares at $0.75
per share. The conversion feature of the Subordinated Notes had no
intrinsic value on the issuance date and accordingly, there was no
discount recorded thereon. See Interest below.
Interest
All of the above noted discounts are being amortized to
interest expense over the respective terms of the underlying
instruments. Under generally accepted accounting principals, the
discount amortization is computed using the interest method, so as
to result in a constant rate of interest related to the discounts
over the term of the Note.
Crown may pay interest in Crown common shares, at its election
on the Senior Notes, the Secured Notes and the Subordinated Notes.
The number of shares paid will be determined by dividing the
interest accrued and payable on an interest payment date by the
conversion price of $0.35 for the Senior Notes, $0.35 for the
Secured Notes and $0.75 for the Subordinated Notes. Crown accrues
interest at the nominal rate of 10% during the period the notes are
outstanding. For interest paid in Crown common shares, interest
expense is adjusted on the interest payment date to the market
value of the common shares issued on that date.
Crown recorded the following amounts to interest expense
related to long-term debt:
(in thousands) Three months ended Six months ended
June 30, 2002 June 30, 2002
Subor- Subor-
Senior Secured dinated Senior Secured dinated
Notes Notes Notes Total Notes Notes Notes Total
Notes $ 19 $ 10 $ 21 $ 50 $ 49 $ 10 $ 21 $ 80
Warrant discount 17 - - 17 36 - - 36
Conversion feature
discount 4 14 - 18 4 14 - 18
Total $ 40 $ 24 $ 21 $ 85 $ 89 $ 24 $ 21 $134
Convertible debentures
and other long term
debt - 231
Total interest expense $ 85 $365
4. Investment in Unconsolidated Subsidiary
Crown accounts for its investment in Solitario Resources
Corporation, ("Solitario") under the equity method. The market
value of Crown's 9,633,585 shares of Solitario was $4,447,000 at
June 30, 2002. Unaudited Condensed financial information of
Solitario is as follows:
Balance Sheets
June 30, December 31,
(in thousands) 2002 2001
Assets
Current assets $ 2,394 $ 3,168
Mineral properties(net) 3,743 3,693
Other 1,231 1,242
Total assets $ 7,368 $ 8,103
Liabilities and stockholders' equity
Current liabilities $ 75 $ 106
Stockholders' equity 7,293 7,997
Total liabilities and
stockholders' equity$ 7,368 $ 8,103
Statements of Operations
(in thousands)
Three months ended June 30, Six months ended June 30,
2002 2001 2002 2001
Revenues $ 25 $ 63 $ 99 $ 150
Costs and
expenses 455 653 1,012 1,275
Net loss $ (430) $ (590) $ (913) $ (1,125)
5. Comprehensive Loss
The following represents comprehensive income (loss) and its
components:
(in thousands)
Three months ended June 30, Six months ended June 30,
2002 2001 2002 2001
Net income
(loss) $6,295 $ (665) $5,692 $ (1,035)
Unrealized
income on
marketable
equity
securities 25 7 61 -
Comprehensive
income
(loss) $6,320 $ (658) $5,753 $ (1,035)
6. Related Party Transactions
Crown, through its wholly owned subsidiary, Crown Resource
Corp. of Colorado ("CRCC"), owns 41% of Solitario Resources
Corporation ("Solitario"). Crown provides management and technical
services to Solitario under a management and technical services
agreement originally signed in April 1994 and modified in April
1999 and December 2000. Under the modified agreement Solitario
reimburses Crown for direct out-of-pocket expenses; payment of 75%
of executive and administrative salaries and benefits, rent,
insurance and investor relations costs and payment of certain
indirect costs and expenses paid by Crown on behalf of Solitario.
Management service fees paid by Solitario were $128,000 and
$146,000 for the three months ended June 30, 2002 and 2001,
respectively and $260,000 and $301,000 for the six months ended
June 30, 2002 and 2001, respectively.
On June 26, 2001, Solitario agreed to acquire 200,000 shares
of Canyon Resources Corporation common stock from CRCC at its fair
market value of $200,000 at that date. Solitario sold the shares
for $245,000 in February 2002, the fair market value at that date.
The transaction provided additional working capital to CRCC, and
was approved by independent Board members of both Crown and
Solitario.
In October 2001, Solitario invested in two Secured Notes,
which totaled $1,000,000 of the $3,600,000 principal amount of
Secured Notes issued. See Notes 2 and 3 above. The proceeds of
$350,000 from the first note (the "Solitario Note") were delivered
to Crown. The proceeds from the second note from Solitario, and
the remaining Secured Notes of $2,600,000 or $3,250,000 in total,
were placed in escrow pending the outcome of Crown's Bankruptcy.
In March 2002 an additional $200,000 was advanced to Crown out of
escrow of which Solitario's share of the advance was $56,000.
Crown's Plan was confirmed on May 30, 2002 and the remaining
balance of the proceeds plus interest were released to Crown on the
Effective Date. The independent Board members of both Crown and
Solitario approved the transaction. The terms of the transaction
on the Escrowed Notes were the same as given to other senior
lenders of Crown (the "Senior Lenders") and, with regard to the
terms of the $350,000 Solitario Note, the terms were negotiated
with and approved by the other Senior Lenders.
Crown entered into a Voting Agreement dated as of April 15,
2002 among Zoloto Investor's, LP ("Zoloto") and Solitario, who are
each stockholders of Crown (the "Signing Shareholders"). Pursuant
to the Voting Agreement, Solitario and Zoloto agree that they will
each vote their owned shares during the term of the Voting
Agreement for the election of three designees of Zoloto and one
designee of Solitario (the "Designee Directors") to the Board of
Directors of Crown. The Signing Shareholders agreed that any
shares received by either Signing Shareholder would be subject to
the Voting Agreement during its term and any successor, assignee or
transferee of shares from either Signing Shareholder would be
subject to the terms of the Voting Agreement during its term. The
Voting Agreement terminates on the third anniversary from the date
of the first annual meeting of shareholders after the date of the
Voting Agreement. As of June 30, 2002, the Signing Shareholders
collectively held 84,070 shares or approximately 2.8% of the
outstanding shares of Crown. As of June 30, 2002, Solitario owns
28,023 shares of Crown common stock, received as interest on its
Senior Notes, has warrants to acquire 3,057,143 shares of Crown
common stock at between $0.60 and $0.75 per share and could also
acquire up to 3,057,143 additional shares of Crown common stock
through conversion of its Senior Notes.
7. Income taxes
Crown accounts for income taxes in accordance with FASB
Statement No. 109, Accounting for Income Taxes (FASB 109). Under
FASB 109, income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of
taxes currently due plus deferred taxes related to certain income
and expenses recognized in different periods for financial and
income tax reporting purposes. Deferred tax assets and liabilities
represent the future tax return consequences of those differences,
which will either be taxable or deductible when the assets and
liabilities are recovered or settled. Deferred taxes also are
recognized for operating losses and tax credits that are available
to offset future taxable income and income taxes, respectively. A
valuation allowance is provided if it is more likely than not that
some or all of the deferred tax assets will not be realized.
In connection with the corporate reorganization, Crown has
recorded an extraordinary gain from the discharge of convertible
debentures of $8,684,000 before income taxes. This gain will be
completely offset by the utilization of Crown's net operating loss
carry overs and, accordingly, Crown will have no current income tax
liability associated therewith.
Also in connection with the corporate reorganization, Crown
will undergo an ownership change within the meaning of Section 382
of the Internal Revenue Code. Consequently, the ability of Crown
to use its remaining net operating losses and credits will be
subject to an annual limitation based on the product of the market
value of Crown immediately before reorganization multiplied by the
federal long-term tax exempt bond rate. Based upon that
computation, Crown has estimated that its available net operating
loss deduction will be limited to approximately $120,000 per year
for the next 20 years. As a result of this reduction in available
net operating losses, Crown estimates that its deferred tax
liabilities will exceed its realizable deferred tax assets by
$3,334,000 at June 30, 2002. This amount has been recorded as a
deferred tax liability at June 30, 2002, as follows: (i)$1,637,000
has been charged to additional paid in capital related to the
discounts to long term debt, discussed above in Note 3; (ii)
$1,760,000 has been treated as a reduction of the extraordinary
gain noted above; and (iii) $63,000 has been recorded as a deferred
tax benefit for the three and six months ended June 30, 2002
related to the book losses since the Effective Date which are
offset by remaining net operating losses.
Stockholders' equity
As part of the Plan Crown recorded a one for five reverse
split on the Effective Date of the currently outstanding common
stock, while maintaining the conversion and exercise prices of the
Senior Notes, the Secured Notes, the Subordinated Notes and the
related warrants. All prior period share and per-share amounts
have been restated to account for the reverse split. Any
shareholder on the Effective Date who held less than 500 shares of
Crown common stock received no post-split shares. Crown cancelled
its existing Preferred Stock, held by a wholly-owned subsidiary,
which had previously been eliminated in consolidation. The Plan
contemplates that, immediately after the approval of the Plan,
assuming full dilution, the Senior Note holders would own
approximately 52% of the common stock, the Debenture holders would
own approximately 41% of the common stock and current shareholders
would own approximately 7% of the common stock.
The Plan also approved the 2002 Crown Stock Option Plan (the
"Option Plan") as of the Effective Date. The Option Plan provides
for the Board of Directors to issue stock option grants for a
maximum of 5 million shares. The grants may be made by the Board
of Directors to employees, consultants and members of Crown's Board
of Directors.
Crown entered into a Voting Agreement dated as of April 15,
2002 among Zoloto Investor's, LP ("Zoloto") and Solitario, who are
each stockholders of Crown (the "Signing Shareholders"). Pursuant
to the Voting Agreement, Solitario and Zoloto agree that they will
each vote their owned shares during the term of the Voting
Agreement for the election of three designees of Zoloto and one
designee of Solitario (the "Designee Directors") to the Board of
Directors of Crown. The Signing Shareholders agreed that any
shares received by either Signing Shareholder would be subject to
the Voting Agreement during its term and any successor, assignee or
transferee of shares from either Signing Shareholder would be
subject to the terms of the Voting Agreement during its term. The
Voting Agreement terminates on the third anniversary from the date
of the first annual meeting of shareholders after the date of the
Voting Agreement. As of June 30, 2002, the Signing Shareholders
collectively held 84,070 shares or approximately 2.8% of the
outstanding shares of Crown.
The computation of diluted loss per share before extraordinary
item for the three and six months ended June 30, 2002 and 2001 does
not include shares from potentially dilutive securities as the
assumption of conversion or exercise of these would have an
antidilutive effect on loss per share before extraordinary item.
In accordance with generally accepted accounting principles,
diluted loss per share from extraordinary item is calculated using
the same number of potential common shares as used in the
computation of loss per share before extraordinary item.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion should be read in conjunction with
the consolidated financial statements of Crown for the years ended
December 31, 2001, 2000 and 1999, and Management's Discussion and
Analysis contained in Crown's Annual Report on Form 10-K for the
year ended December 31, 2001. All prior period per share amounts
have been adjusted to account for the one for five reverse split in
accordance with the Plan. Crown's financial condition and results
of operations are not necessarily indicative of what may be
expected in future years.
Results of Operations
For the three months ended June 30, 2002
Ongoing operations:
Crown had a net loss before extraordinary item of $629,000 or
$0.21 per share, for the second quarter of 2002 compared with a
loss of $665,000, or $0.23 per share, for the second quarter of
2001. The increase in the loss was primarily the result of
reorganization costs incurred during the second quarter of 2002
related to the Bankruptcy, mitigated by a reduction in general and
administrative and interest expenses during 2002 compared to 2001.
Total revenues from interest income for the second quarter of
2002 were $9,000 compared with $5,000 for prior year quarter. An
increase in cash balances, related to the Senior Note financing
completed in October 2001 accounted for the increase.
Crown had no active exploration projects during the second
quarter of 2002 or 2001 and recorded $2,000 of exploration expense
during 2001. General and administrative expenses were reduced to
$65,000 during the second quarter of 2002 from $167,000 in the
comparable quarter of 2001. Crown focused administrative efforts
during the quarter on the Bankruptcy, and when coupled with reduced
exploration, permitting and development activities, this resulted
in lower legal, travel, and shareholder relations expenses.
Interest expense was $85,000 for the second quarter of 2002
compared to $242,000 in the year earlier quarter. Upon filing of
the Bankruptcy, Crown no longer accrued interest on its Debentures,
which was the entire amount of the interest expense in the prior
year. This reduction was offset by interest expense charged on the
Senior Notes, issued in October 2001 and the Secured Notes and
Subordinated Notes issued in June of 2002. The second quarter 2002
interest expense includes non-cash amortization of warrant and
conversion feature discounts of $35,000. See Note 3 in the notes
to the consolidated financial statements.
Crown recorded $180,000 of equity in loss of unconsolidated
subsidiary, related to Solitario, during the second quarter of 2002
compared to $243,000 during the second quarter of 2001. The
decrease in the loss from Solitario was the result of Solitario's
reduced exploration activities during 2002 compared to 2001
resulting in lower exploration and general and administrative
expenses during 2002 compared to the same period of 2001.
A deferred tax benefit of $63,000 was recorded during the
second quarter of 2002 related to the losses incurred by Crown from
the Effective Date. Prior to that date, Crown had provided a
valuation allowance for the excess of its deferred tax assets over
its deferred tax liabilities. On the Effective Date, the
availability of Crown's deferred tax assets, consisting primarily
of net operating and capital loss carry forwards were limited by
the provisions of section 382 of the Internal Revenue Code as a
result of a change in control. The reduction in the deferred tax
asset, coupled with additional deferred tax liabilities recorded in
connection with the discounts to the Senior Notes and the Secured
Notes, has resulted in a net deferred tax liability of $3,397,000.
Of this amount, $1,760,000 which was recorded as the tax effect of
the extraordinary gain on extinguishment of debt and the balance,
$1,637,000 charged to additional paid in capital. See Note 7 in
the notes to the consolidated financial statements.
Reorganization and Bankruptcy:
Crown recorded reorganization costs of $370,000 during the
second quarter of 2002 related to the Bankruptcy. These costs
consisted of legal, accounting and consulting expenses. Crown
recorded a net extraordinary gain of $6,954,000 on the
extinguishment of debt in connection with the exchange of the
Debentures. See Notes 2 and 7 in the notes to the consolidated
financial statements. The transaction is detailed below (in
thousands):
Debt extinguished:
Debentures $15,000
Plus accrued interest 970
Total debt extinguished 15,970
Assets exchanged for Debentures:
Cash 1,000
Secured Notes 2,000
Subordinated Notes 4,000
Warrants, at fair market on date
of issuance 286
Total Assets exchanged for
Debentures 7,286
Gross gain from extinguishment
of debt 8,684
Less deferred taxes (1,760)
Extraordinary gain on extinguishment
of debt $ 6,924
For the six months ended June 30, 2002
Crown had a loss before extraordinary gain of $1,232,000 or
$0.42 per share for the six months ended June 30, 2002 compared to
a loss of $1,035,000 or $0.36 per share for the six months ended
June 30, 2001. The increased loss is primarily related to a gain
recorded on the sale Judith Gold of $200,000 during the first half
of 2001.
Revenues for the first six months of 2002 were $10,000
compared to $227,000 for the first half of 2001. In January 2001
Crown exchanged 100% of the shares of its wholly owned subsidiary,
Judith Gold Corporation for 200,000 shares of Canyon Resources
Corporation ("Canyon") common stock, valued at $213,000. As Crown
had fully amortized its holdings in Judith, and recorded a gain on
the sale of Judith, net of expenses, of $210,000 related to the
transaction. Interest income was reduced to $10,000 in 2002 from
$17,000 in the first half of 2001 as a result of lower average cash
balances during the first half of 2002 and lower interest rates
earned on those balances.
General and administrative costs were reduced to $191,000
during the first six months of 2002 compared to $292,000 during the
first six months of 2001 as a result of reduced legal travel and
shareholder relation expenses as management focused on the
Bankruptcy. Crown's equity in the loss of Solitario was reduced to
$376,000 for the six months ended June 30, 2002 compared to
$463,000 for the first half of 2001 as Solitario reduced its
exploration activities and related general and administrative
expenses. Interest expense was $365,000 for the second half of
2002 compared to $485,000 in the six months ended June 30, 2001.
Upon filing of the Bankruptcy, Crown no longer accrued interest on
its Debentures, which represented $242,000 of the interest expense
in the prior year. This reduction was offset by interest expense
charged on the Senior Notes, issued in October 2001 and the Secured
Notes and Subordinated Notes issued in June of 2002. The interest
expense for the six months ended June 30, 2002 includes non-cash
amortization of warrant and conversion feature discounts of
$54,000. See Note 3 in the notes to the consolidated financial
statements.
Liquidity and Capital Resources
During the six months ended June 31, 2002, Crown spent $89,000
for net additions to mineral property costs primarily related to
operations and maintenance costs at its Crown Jewel Project
compared to $13,000 in the first half of 2001. As Crown has
emerged from the Bankruptcy the primary focus will be toward the
permitting of the Crown Jewel. Crown has estimated it will spend
approximately $775,000 on permitting and development costs at the
Crown Jewel project in the second half of 2002. The estimated
permitting costs are dependent on several factors including many
that are beyond the control of Crown, see Crown Jewel Permitting
below.
Cash and cash equivalents amounted to $1,876,000 at June 30,
2002. These funds are generally invested in short-term interest-
bearing deposits and securities.
The long-term funding and operating results of Crown continue
to be largely dependent on permitting and successful commencement
of commercial production at the Crown Jewel project (the
"Project"). There can be no assurance that Crown will be able to
obtain long-term financing on acceptable terms if at all.
Crown Jewel Project Permitting
The Final Environmental Impact Statement ("FEIS") on the
Project was issued to the public in February 1997. In May of 1997,
the United States Forest Service ("USFS") upheld the Record of
Decision ("ROD") to approve the Crown Jewel Project. In May 1997,
an action was filed in U.S. District Court against the USFS
appealing its decision to uphold the ROD. This action was
dismissed on December 31, 1998. In January of 2000, the Pollution
Control Hearings Board ("PCHB"), a state administrative tribunal,
vacated the previously granted 401 Water Quality Permit for the
Crown Jewel Project issued by Washington Department of Ecology
("WDOE"). The ruling also reversed certain water rights issued by
the WDOE for the Project. On March 14, 2000, Newmont filed an
appeal in Superior Court of the State of Washington for Okanogan
County challenging the PCHB ruling. In light of the termination of
the Crown Jewel Project Joint Venture and Crown's intention to
permit a primarily underground mine, Crown will not pursue this
action and Newmont has dropped its appeal. It is not known if
other permits previously granted to the Project may be subject to
review as a result of the PCHB ruling.
Crown engaged Mine Reserves Associates ("MRA") to conduct an
independent analysis of its Project reserves in March 2000. Per
the MRA report, Crown is reporting proven and probable reserves of
2,139,000 tons at a grade of 0.392 for a total of 839,000 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 Project 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 would also
require mitigation of environmental impacts. The Gochnour report
concluded 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 obtaining
the necessary permits from the regulatory authorities in a timely
manner, if ever.
Construction of the Project will not begin prior to the
successful completion of the remaining permit applications and
resolution of the legal and administrative challenges. Potential
delays due to the appeals process, the permit process or litigation
are difficult to quantify. There are no assurances that required
permits will be issued in a timely fashion, that Crown 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.
Crown is evaluating alternatives to the on-site mine and
processing facility in the MRA report. These include the sale or
joint-venture of the Project, the purchase or joint-venture of an
off-site processing facility or a toll milling operation. The
effect any of these potential alternatives may have to the
permitting and or ultimate development of the Crown Jewel deposit
cannot be estimated at this time.
Additionally, uncertainties exist with respect to the timing
of commercial production at the Project, as well as the potential
fluctuation in gold prices, which could have a material effect upon
Crown's ability to fund its operating activities in the long term.
There is no assurance that such funding will or can be secured on
terms favorable to Crown, if at all.
Critical Accounting Policies
On March 8, 2002, CRC filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy") in the United States Bankruptcy Court for the
District of Colorado (the "Court"). In connection with the
Bankruptcy, Crown reported in accordance with Statement of Position
90-7, "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code", ("SOP 90-7") from March 8, 2002 through May 30,
2002. SOP 90-7 requires, among other things, (i) that pre-petition
liabilities that are subject to compromise be segregated in the
consolidated balance sheet and (ii) the identification of all
transactions that are directly associated with the reorganization
in the consolidated statement of operations. On May 30, 2002, the
Court entered an order confirming Crown's Plan of Reorganization
dated as of March 27, 2002 (the "Plan"). The Plan became effective
on June 11, 2002 (the "Effective Date").
Crown reported the gain on the extinguishment of debt on the
Debentures as extraordinary, net of deferred taxes, in accordance
with Accounting Principles Board Opinion 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" and SFAS No. 4, "Reporting Gains and
Losses from Extinguishment of Debt."
Crown reported recently issued convertible debt and warrants,
discussed below in Notes 2 and 3, in accordance with guidance
supplied by Emerging Issues Task Force Abstract 98-5 "Accounting
for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios" ("EITF No. 98-5") and
EITF No. 00-27 "Application of Issue 98-05 to Certain Convertible
Instruments." Under EITF No. 98-5, the fair value of any detachable
warrants are recorded as discount to the debt instrument and
recorded as an increase in equity at the time of issuance. EITF
No. 98-5 and No. 00-27 also require that the intrinsic value of any
beneficial conversion features, represented by the difference
between (a) the market price of the underlying convertible
securities may be converted into and (b) the conversion price, be
recorded as a discount to the convertible security and recorded as
an increase in equity at the time of issuance. Furthermore, EITF
No. 98-5 and No. 00-27 require the discount for any contingent
beneficial conversion feature, be calculated at the time of
issuance of the convertible security and recognized at the date the
contingency is resolved. Additionally, any discount is amortized
to interest expense over the life of the underlying security and if
a convertible security is converted or a warrant is exercised prior
to the end of the term of the term of the security, any unamortized
discount is charged to interest expense at the time of conversion
or exercise.
Contractual Obligations and Commercial Commitments
Crown's long-term debts include Senior Notes, Secured Notes
and Subordinated Notes (collectively "the Notes"), all due
October 2006. The Notes carry a 10% interest rate, payable
quarterly. Crown currently estimates that it will elect to pay
all interest in Crown common shares rather than cash for the
foreseeable future. Accordingly, Crown does not expect to pay
any cash on these notes prior to maturity. However, there can
be no assurance that Crown will have the liquidity to pay these
Notes upon maturity.
The following table illustrates the potential dilution from
the conversion of the notes, and warrants and as of June 30, 2002:
Outstanding Senior Senior Secured Subord- Warrants Total
Shares
common Escrowed Solitario Notes inated
stock Notes Note Notes
Outstanding
balance 2,912,081 $3,250,000 $350,000 $2,000,000 $4,000,000 16,200,000
Conversion price n/a $0.35 $0.2916 $0.35 $0.75 n/a
Fully diluted
shares 2,912,081 9,285,714 1,200,000 5,714,285 5,333,334 16,200,000
40,645,414
Percentages 7.1% 22.8% 3.0% 14.1% 13.1% 39.9%
100%
Crown has budgeted approximately $775,000 for permitting costs at its
Crown Jewel project for the final six months of 2002. See Crown Jewel
permitting above.
New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board issued
Statement No. 142, "Goodwill and Other Intangible Assets" ("SFAS
No.142"). SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization
of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of this statement. Crown
implemented SFAS No. 142 on January 1, 2002 and it has not had a
material impact on its consolidated financial position or results
of operations.
In August 2001, the Financial Accounting Standards Board
issued Statement No. 144, "Accounting for the Impairment or
Disposal of Long-lived Assets" ("SFAS No. 144"). SFAS No. 144
Supersedes SFAS No. 121, and provides for the use of probability
weighted cash flow estimation in determining cash flows for the
impairment of assets as well as establishing methods for accounting
for assets to be disposed of other than by sale. Crown adopted SFAS
No. 144 on January 1, 2002 and it has not had a material impact on
its consolidated financial position or results of operations.
Crown will adopt Statement 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"), no later than January 1,
2003. Under SFAS 143, the fair value of a liability for an asset
retirement obligation covered under the scope of SFAS 143 would be
recognized in the period in which the liability is incurred, with
an offsetting increase in the carrying amount of the related long-
lived asset. Over time, the liability would be accreted to its
present value, and the capitalized cost would be depreciated over
the useful life of the related asset. Upon settlement of the
liability, an entity would either settle the obligation for its
recorded amount or incur a gain or loss upon settlement. Crown is
still studying this newly-issued standard to determine, among other
things, whether it has any asset retirement obligations which are
covered under the scope of SFAS 143. The effect to Crown of
adopting this standard, if any, has not yet been determined.
In April 2002, the Financial Accounting Standards Board issued
Statement No. 145, "Rescission of FASB Statements Nos. 4, 44 and
64, amendment of FASB Statement 13 and Technical Corrections"
("SFAS No. 145"). SFAS No. 145 affects the accounting for gains and
losses from extinguishment of debt, intangible assets of motor
carriers and certain lease transactions. SFAS 145 requires gains
or loss from extinguishment of debt to be reported as either
ordinary income or loss or as extraordinary income or loss in
accordance with APB 30. Crown will adopt SFAS No. 145 on January
1, 2003 and it has not expected to have a material impact on its
consolidated financial position or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." This Statement
addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring." This Statement requires recognition
of a liability for a cost associated with an exit or disposal
activity when the liability is incurred, as opposed to when the
entity commits to an exit plan under EITF No. 94-3. SFAS No. 146
is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The Company has not yet
determined the impact of the adoption of this statement.
Item 3. Quantitative and Qualitative Discussions about Market
Risk
Market Risk
As of June 30, 2002, 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, 2001.
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 Annual Report
on form 10K for the year ended December 31, 2001.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
United States Bankruptcy Court
On March 8, 2002, CRC filed a voluntary petition for
protection under Chapter 11 of the United States Bankruptcy Code in
the Court . As part of the Bankruptcy CRC filed the Plan and a
Disclosure Statement with the Court on March 27, 2002. The Court
entered an order confirming the Plan on May 30, 2002. The Plan
became effective on June 11, 2002. Under the Plan, Crown has
restructured CRC's Debentures, which were due August 27, 2001
through an exchange of outstanding Debentures, including any
accrued interest thereon for the cash, Secured and Subordinated
Notes and Warrants. See Note 2 to the consolidated financial
statements.
Department of the Interior
In May 2000, the Okanogan Highlands Alliance, Washington
Environmental Council, Kettle Range Conservation Group, the
Confederated Tribes for the Colville Reservation and the Colville
Indian Environmental Protection Alliance (collectively the
"Plaintiffs") filed a protest of the patent application for the
grandfathered Project lode claims. The Plaintiffs' protest was
filed in the Washington/Oregon State Bureau of Land Management
office. The Department of the Interior has invited 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. Crown is
considering filing a response to this 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
Under the Plan, Crown effected a one for five reverse split of
all holders of its common stock in excess of 500 shares. Any
holder of pre-confirmation shares of less than 500 shares received
no distribution under the Plan. The outstanding shares prior to
the reverse split were 15,037,725. Crown has estimated the number
of shares to be issued under the Plan as of the Effective Date to
be 2,776,174 shares based upon the conversion of holders of 500
shares or more from the Effective Date through July 20, 2002. The
exact number of shares to be issued will not be known until all
accounts held by brokerage firms reply to the Depository Trust
Company, which holds all street name shares for brokers and
institutional shareholders, specifying the number of shares to be
converted.
Under the Plan, CRC cancelled its outstanding Preferred shares
as of the Effective Date. The Preferred shares had been held by a
wholly-owned subsidiary and were eliminated in consolidation.
On June 12, 2002, Crown granted options to purchase a total of
3,375,000 shares of its common stock at an exercise price of $0.40
per share, the closing price of Crown as quoted on the Over the
Counter Bulletin Board, where Crown's shares trade. The options
were granted pursuant to the Crown Resources Corporation 2002 Stock
Option Plan (the "Stock Option Plan"), which was approved as part
of the Plan. The Stock Option Plan provides for a total of
5,000,000 shares which were approved pursuant to an exemption under
section 1145 of the United States Bankruptcy Code.
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 14 of this Report
are included as a part of this Form 10-Q.
(b) Reports on Form 8-K:
On May 31, 2002, Crown Resources Corporation announced its
Plan of Reorganization to emerge from Chapter 11 Bankruptcy has
been confirmed by the United States Bankruptcy Court for the
District of Colorado on May 30, 2002.
Exhibits
99.1 Certification of President and Chief Executive
Officer
99.2 Certification of Chief Financial Officer
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
August 14, 2002 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.
99.1 Certification of President and Chief Executive
Officer
99.2 Certification of Chief Financial Officer
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Crown Resources
Corporation (the "Company") on Form 10-Q for the quarterly period
ended June 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Christopher E.
Herald, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. sub section 1350, as adopted pursuant
to sub section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
/s/ Christopher E. Herald
Christopher E. Herald
President and Chief Executive Officer
August 14, 2002
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Crown Resources
Corporation (the "Company") on Form 10-Q for the quarterly period
ended June 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, James Maronick, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. sub
section 1350, as adopted pursuant to sub section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
/s/ James R. Maronick
James R. Maronick
Chief Financial Officer
August 14, 2002