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, 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 0-8773
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 8, 2003
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Common stock, $.001 par value 17,114,276 Shares
CRESTED CORP.
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Balance Sheets
November 30, 2002 and May 31, 2002...............................3
Condensed Statements of Operations
Three and Six Months Ended November 30, 2002 and 2001............4
Condensed Statements of Cash Flows
Six Months Ended November 30, 2002 and 2001......................5
Notes to Condensed Financial Statements..............................6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..................7-9
ITEM 4. Controls and Procedures..............................................9
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..........................................................10
Certifications...................................................11-12
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CRESTED CORP.
CONDENSED BALANCE SHEETS
ASSETS
November 30, May 31,
2002 2002
------------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 3,300 $ 3,300
INVESTMENTS IN AFFILIATES 5,483,400 6,038,700
PROPERTIES AND EQUIPMENT 896,800 896,800
Less accumulated depreciation,
depletion and amortization (886,800) (886,800)
------------ ------------
10,000 10,000
OTHER ASSETS:
Other assets 2,100 2,100
------------ ------------
$ 5,498,800 $ 6,054,100
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Debt to affiliate $ 7,900,900 $ 7,560,700
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' DEFICIT
Preferred stock, $.001 par value;
100,000 shares authorized;
none issued or outstanding -- --
Common stock, $.001 par value;
20,000,000 shares authorized;
17,099,276 issued and outstanding 17,200 17,200
Additional paid-in capital 11,795,200 11,795,200
Accumulated deficit (15,188,600) (14,293,100)
------------ ------------
Total shareholders' deficit (3,376,200) (2,480,700)
------------ ------------
$ 5,498,800 $ 6,054,100
============ ============
See notes to Condensed Consolidated Financial Statements.
3
CRESTED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
November 30, November 30,
------------------------------ ------------------------------
2002 2001 2002 2001
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES $ -- $ -- $ -- $ --
COSTS AND EXPENSES:
General and administrative 42,400 51,400 80,800 99,400
------------ ------------ ------------ -----------
LOSS BEFORE EQUITY LOSS
AND TAX PROVISION (42,400) (51,400) (80,800) (99,400)
EQUITY IN LOSS OF AFFILIATE (468,200) (237,100) (814,700) (815,300)
------------ ------------ ------------ -----------
LOSS BEFORE PROVISION
FOR INCOME TAXES (510,600) (288,500) (895,500) (914,700)
PROVISION FOR INCOME TAXES -- -- -- --
------------ ------------ ------------ -----------
NET LOSS $ (510,600) $ (288,500) $ (895,500) $ (914,700)
============ ============ ============ ===========
NET LOSS PER SHARE
BASIC AND DILUTED $ (0.03) $ (0.02) $ (0.05) $ (0.05)
============ ============ ============ ===========
BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING 17,099,276 17,073,330 17,099,276 17,073,330
============ ============ ============ ===========
See notes to Condensed Consolidated Financial Statements.
4
CRESTED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
November 30,
--------------------------
2002 2001
---- ----
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(895,500) $(914,700)
Adjustments to reconcile net loss to net cash
used in operating activities:
Equity in loss of affiliates 814,700 815,300
Net changes in components
of working capital -- --
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (80,800) (99,400)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates (259,400) (540,300)
Decrease in other assets -- 100
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (259,400) (540,200)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net activity on long term debt to affiliate 340,200 639,600
NET INCREASE IN
CASH AND CASH EQUIVALENTS -- --
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 3,300 3,200
--------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,300 $ 3,200
========= =========
SUPPLEMENTAL DISCLOSURES:
Interest paid $ -- $ --
========= =========
Income tax paid $ -- $ --
========= =========
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 November 30, 2002 and the Condensed
Statements of Operations and Cash Flows for the six months ended November 30,
2002 and 2001, have been prepared by the Company without audit. The Condensed
Balance Sheet at May 31, 2002, 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, 2002 and the results of operations and cash
flows for the six months ended November 30, 2002 and 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, 2002 Form 10-K. The results of operations for the periods
ended November 30, 2002 and 2001 are not necessarily indicative of the operating
results for the full year.
3) Debt at November 30, 2002 and May 31, 2002, consists of the balance on a
note payable to its parent, U.S. Energy Corp. of $7,900,900 and $7,560,700,
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 will be performed over several years. The Company has
pledged its interest in certain real estate that it jointly owns with USE to
bond this reclamation obligation.
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 six months ended November 30, 2002 and 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, 2002 financial
statements to conform to the classifications used in November 30, 2002.
7) In July 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations." The statement requires
entities to record the fair value of a liability for legal obligations
associated with the retirement of obligations of tangible long-lived assets in
the period in which it is incurred. When the liability is initially recorded,
the entity increases the carrying amount of the related long-lived asset.
Accretion of the liability is recognized each period, and the capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The standard is effective for fiscal
years beginning after June 15, 2002, with earlier application encouraged. The
Company is currently evaluating the effect of adopting SFAS No. 143 on its
financial statements and has not determined the timing of adoption. The Company
has reviewed other current outstanding statements from the Financial Accounting
Standards Board and does not believe that any of those statements will have a
material adverse affect on the financial statements of the Company when adopted.
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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 six months ended November 30, 2002 be read in
conjunction with the Company's Form 10-K for the year ended May 31, 2002.
OVERVIEW OF BUSINESS
The Company has interests in uranium properties and a mill in Southern
Utah; uranium properties in Central Wyoming; a gold property in California;
coalbed methane properties in the Powder River Basin in Wyoming and Montana
through its subsidiary Rocky Mountain Gas, Inc. ("RMG"), and various real estate
including a townsite near Lake Powell, Utah. The mine properties are all in a
shut down mode. 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
and RMG using the equity method of accounting.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficit at May 31, 2002 of $7,557,400
increased to a working capital deficit of $7,897,600 at November 30, 2002. This
decrease of $340,200 in working capital was caused by increased debt to USE .
USE continues to fund the Company's obligations for the various ventures in
which they operate jointly.
During the six months ended November 30, 2002, operating and investing
activities consumed $80,800 and $259,400, respectively while financing
activities generated $340,200. Cash from financing activities was generated
through increased debt to USE in the amount of $340,200. Cash consumed in
investing activities, $259,400 was as a result of Crested funding its portion of
investments jointly owned with USE.
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, 2002, the total amount of the
line of credit was available to the Company and USE. The line of credit is being
used for short term working capital needs associated with operations. Due to the
potential sale of certain assets pledged as collateral on this line of credit,
the amount available under the line of credit may be reduced. 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. All payments on debt are current as of
November 30, 2002.
During a Board of Directors Meeting which was held on December 16, 2002,
the Board of Directors unanimously voted to change the Company's year end from
May 31 to December 31 effective December 31, 2002. The Company's cash resources
at November 30, 2002 will not be sufficient to sustain operations during the
balance of 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
7
Mountain Partners ("SMP") legal issues with Nukem, Inc. and its affiliates.
However, there is no guarantee that any settlement will be beneficial to the
Company. 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.
CAPITAL REQUIREMENTS
The Company and USE jointly fund the holding costs of the Sheep Mountain
uranium properties and the Plateau uranium properties; costs associated with
their joint real estate and commercial operations, and the continued exploration
of the Rocky Mountain Gas, Inc. ("RMG") coalbed methane gas properties.
The Company and USE, through RMG, have obligations 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. This funding
arrangement will cover RMG's drilling commitments through March of 2003 at which
time the Company plans to have raised either debt or equity capital to allow the
Company to continue participating in the drilling and development of RMG's coal
bed methane properties.
The Company owes USE $7,900,900 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.
It is not anticipated that any of the Company's working capital will be
used for the reclamation of any of its interests in mineral properties. 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 quarter and six months ended
November 31, 2002.
Costs and expenses decreased by $18,600 during the six months ended
November 30, 2002 from the same period of the prior year. Expenses also
decreased by $9,000 during the quarter ended November 30, 2002. These decreases
were as a result of reductions in the Company and USE's workforce. The reduced
workforce also reduced the Company's obligation to fund retirement benefits. The
Company recorded an equity loss from USECC and RMG in the amounts of $814,700
and $815,300 for the six months ended November 30, 2002 and 2001, respectively.
The equity losses recorded during the quarters ended November 30, 2002 and 2001
were $468,200 and $237,100 respectively.
Operations for the six months ended November 30, 2002, resulted in a loss
of $895,500 as compared to a loss of $914,700 for the same six months in the
previous year.
ITEM 4. CONTROLS AND PROCEDURES
In the 90 day period before the filing of this report, the chief executive
and chief financial officers of the Company have evaluated the effectiveness of
the Company's disclosure controls and procedures. These disclosure controls and
procedures are those controls and other procedures we maintain, which are
designed to insure that all of the information required to be disclosed by the
Company in all its periodic reports filed with the SEC is recorded, processed,
summarized and reported, within the time periods specified in the SEC's
8
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by the Company in its reports filed or submitted under the Securities
Exchange Act of 1934 is accumulated and communicated to Company management,
including the chief executive and chief financial officers of the Company, as
appropriate to allow those persons to make timely decisions regarding required
disclosure.
Subsequent to date when the disclosure controls and procedures were
evaluated, there have not been any significant changes in the Company's
disclosure controls or procedures or in other factors that could significantly
affect such controls or procedures. No significant deficiencies or material
weaknesses in the controls or procedures were detected, so no corrective actions
needed to be taken.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
There have been no material developments in the Legal proceedings as
reported by the Company in Item 3 of the May 31, 2002 Form 10-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
On December 16, 2002, the annual meeting of shareholders was held and the
only issue considered was the re-election of the three directors: John L.
Larsen, Daniel P. Svilar 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:
Name of Director For Abstain
---------------- --- -------
John L. Larsen 15,547,587 48,970
Daniel P. Svilar 15,547,587 48,970
Michael D. Zwickl 15,546,287 50,270
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits.
99.1 Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
(b) Reports on Form 8-K. There were no reports filed on Form 8-K for the
quarter ended November 30, 2002.
9
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 13, 2003 By: /s/ John L. Larsen
--------------------------------
JOHN L. LARSEN,
Chairman and CEO
Date: January 13, 2003 By: /s/ Robert Scott Lorimer
--------------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
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CERTIFICATION
I, Robert Scott Lorimer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Crested Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
DATED this 13th day of January, 2003.
/s/ Robert Scott Lorimer
-------------------------------
Robert Scott Lorimer
Chief Financial Officer
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CERTIFICATION
I, John L. Larsen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Crested Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
DATED this 13th day of January, 2003.
/s/ John L. Larsen
-------------------------------
John L. Larsen
Chief Executive Officer
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