EXCALIBUR INDUSTRIES - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - EXCALIBUR INDUSTRIES	Financial_Report.xls
EX-31.1 - CERTIFICATION - EXCALIBUR INDUSTRIES	exc_ex311.htm
EX-31.1 - CERTIFICATION - EXCALIBUR INDUSTRIES	exc_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2014

o 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 1-7602

Excalibur Industries

(Exact name of registrant as specified in its charter)

Utah		87-0292122
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

Post Office Box 650, Hibbing, Minnesota		55746
(Address or principal executive offices)		(Zip Code)

218-262-6127

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark 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 ¨ NO þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ¨ NO þ

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated files, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller reporting company þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO þ

Number of shares of issuer’s common stock outstanding at November 30, 2014: 6,012,361

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSOLIDATED BALANCE SHEET

(Unaudited)

	For the Period Ended:
CURRENT ASSETS	Nov. 30, 2014			Aug. 31, 2014
Cash and Cash Equivalents	$	36,612		$	3,979
Marketable Securities		28,411			75,185
Total Prepaid Insurance		0			8,250
Total Current Assets		65,023			87,414

Fixed Assets
Interest in Mining Properties		100,000			100,000

Deposits		60			60

TOTAL ASSETS	$	165,083		$	187,474

LIABILITIES & SHAREHOLDERS’ EQUITY
Accounts Payable	$	440,915		$	384,136

TOTAL LIABILITIES	$	440,915		$	384,136

STOCKHOLDERS’ EQUITY
Common Stock $.01 Par Value, Authorized 10,000,000 Shares 6,012,361 Shares issued including shares in Treasury		60,124			60,124
Paid-In Capital in excess of Par		83,810			83,810
Retained Earnings		(455,046	)		(375,877	)
Accumulated Other Comprehensive Income		35,385			35,385
Treasury Stock		(105	)		(105	)

TOTAL SHAREHOLDERS’EQUITY	$	(275,832	)	$	(196,663	)

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	165,083		$	187,474

See accompanying Notes.

CONSOLIDATED SATEMENTS OF INCOME, EXPENSE

AND RETAINED EARNINGS

FOR THE FISCAL QUARTERS ENDED

(Unaudited)

INCOME	Nov. 30, 2014			Nov. 30, 2013
Royalty Income	$	0		$	0

TOTAL INCOME	$	0		$	0

OPERATING EXPENSES
General and Administrative	$	65,159		$	8,996
Professional Services		1,336			59,129
Property, Payroll and Other Taxes		0			0
TOTAL OPERATING EXPENSES	$	66,495		$	68,125

OTHER INCOME/(EXPENSE)
Interest Expense	$	0		$	0
Interest and Dividend Income		1,121			1,960
Gain/(Loss) on Sale of Marketable Securities		(13,795	)		1,097

TOTAL OTHER INCOME	$	(12,674	)	$	3,057

NET INCOME/(LOSS)		(79,169	)		(65,068	)

Retained Earnings Beginning of Period		(375,877	)		(111,992	)

Retained Earnings End of Period		(455,046	)		(177,060	)

Average Shares Outstanding During Period		6,012,361			6,012,361

NET GAIN/(LOSS) PER SHARE	$	(0.07569	)	$	(0.01082	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies Consolidation

The consolidated financial statements presented herein include the accounts of Excalibur Industries (“Excalibur”) and its wholly owned subsidiary, Mountain West Mines, Inc. (“Mountain West”), a Nevada corporation, qualified to do business in the state of Wyoming. All significant intercompany transactions have been eliminated from these statements.

Note 2 - Mining Properties and Interests

Excalibur and its subsidiary, Mountain West Mines, Inc., hold various mineral rights interests that are carried at a reporting value of $100,000 for financial statement purposes.

Note 3 - Operating Funds

Management has developed a plan to reduce or delay administrative costs to insure that Excalibur will continue to meet its obligations during the coming year.

In 2012, Excalibur entered in to a Management Services Agreement with Meriden Engineering LLC (“Meriden”) to perform certain management and consulting services with respect to mine performance and progress and royalty payment determinations, among others. Meriden has agreed to defer payments under this agreement until such a time that Excalibur has adequate funds. As of November 30, 2014, Meriden was owed $258,670.23.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks, uncertainties and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to, statements regarding estimation of uranium production and pricing, which are based on information from the uranium producers who are planning to produce uranium from lands in which the Company holds a royalty interest. Actual results and future developments could differ materially from the results or developments expressed in or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, volatility of uranium prices, market supply and demand, competition, environmental hazards, health and safety conditions, regulation or government action, litigation and uncertainties about estimates of reserves. For a discussion of the factors, including without limitation, those that could materially and adversely affect Excalibur’s actual results and performance, see “Risk Factors” set forth on pages 4 and 5 of Excalibur’s Annual Report on Form 10-K for the fiscal year ended May 31, 2014. Excalibur undertakes no obligation, other than that imposed by law, to make any revisions to the forward-looking statements contained in this filing or to update them to reflect circumstances occurring after the date of this filing.

This discussion should be read in conjunction with the condensed financial statements and notes presented in this Quarterly Report on Form 10-Q and the financial statements and notes in the last filed Annual Report on Form 10-K filed for the period ended May 31, 2014 for a full understanding of the Company’s financial position.

Background

Excalibur Industries (“Excalibur”) is a Utah corporation formed by the consolidation of Tower Enterprises (formerly Moab Uranium Company) and The Thrifty Helper on June 1, 1971. In January 1972, Excalibur purchased all of the issued and outstanding shares of capital stock of Mountain West Mines, Inc. (“Mountain West”), a Nevada corporation, which is now a wholly owned subsidiary of Excalibur. Excalibur and Mountain West are hereinafter collectively referred to as Excalibur or Company.

Excalibur is a natural resource business enterprise focused on uranium, an industry that has seen a long period of volatility in production and pricing following the 1979 incident at the Three Mile Island power station and 2011 earthquake and tsunami that struck Japan, crippling the Fukushima-Daiichi atomic power plant, and leading to the shutdown of nearly all reactors in the country. However, most industry analysts continue to forecast a positive future for the industry, including a major increase in pricing of yellowcake, in the long term.

Current Activity

Excalibur’s uranium position in the Powder River Basin is maintained by royalty agreements held by Excalibur with two uranium producers, Uranerz Energy Corporation (“Uranerz”) and Cameco Corporation (“Cameco”).

Uranerz has constructed a uranium processing facility at the Nichols Ranch property, in which Excalibur holds a royalty interest (6% or 8% depending on the spot price of uranium). As part of a 2005 royalty agreement with Uranerz, Excalibur received an advance royalty payment of $250,000.00. The Nichols Ranch facility was commissioned in April 2014, and uranium production began in June. Uranerz has produced a total of 109,763.0 pounds of uranium concentrate (“yellowcake”) from the Nichols Ranch through the 3rd Quarter, resulting in a royalty credit of $203,947.97, which has reduced Excalibur’s advance royalty repayment obligation to $46,052.03. Uranerz is expected to produce between 500,000 and 600,000 pounds of uranium per year from the Nichols Ranch. The timing and amount of production by Uranez are subject to change and beyond the control of Excalibur.

Cameco continues uranium production from its facility at the North Butte property, in which Excalibur holds a 4% royalty interest. The royalty to be paid to Excalibur is based on Cameco’s quarterly average realized uranium price as reported in Cameco’s filings with the Securities and Exchange Commission. As part of a 1967 royalty agreement with Cleveland-Cliffs (now held by Cameco), Excalibur received an advance royalty of $1,319,286.60. Royalty from 2013 North Butte production reduced the advance royalty balance by $553,881.93. In 2014, Cameco has produced 393,002.1 pounds of yellowcake from the North Butte property through the 3rd Quarter, resulting in a royalty credit of $725,288.40, of which $9,549.68 was withheld by Cameco for Excalibur’s share of severance taxes, $14,306.53 was withheld for Excalibur’s share of ad valorem taxes, and the remainder was applied to the Company’s advance royalty repayment obligation, reducing the balance to $63,972.48. Cameco is expected to increase the North Butte uranium production to 700,000 pounds annually by 2016. Again, the timing and amount of production reported by Cameco are subject to change and are beyond the control of Excalibur.

The total advance royalty repayment obligation for both Uranerz and Cameco is $110,024.51 through the 3rd Quarter, 2014.

Excalibur has an additional financial obligation of $100,000.00 to Cliffs Natural Resources under a 2009 Settlement Agreement and Release.

Executive Compensation. Jay R. Mackie, Excalibur’s President and CEO, is compensated at the rate of $11,000.00 per month, and Michael P. Johnson, Excalibur’s Secretary and Treasurer, is compensated at the rate of $1,250.00 per month. All 2014 compensation is deferred until May 15, 2015. As of November 30, 2014, $121,000.00 was owed to Mr. Mackie and $13,750 .00 was owed to Mr. Johnson. At their November 11, 2014, meeting, the Board of Directors deferred all 2015 executive compensation to December 15, 2015.

Severance Pay. Severance payments of $300,000.00 to Excalibur’s former president, Joseph P. Hubert, and $100,000.00 to Excalibur’s former secretary/treasurer, Marguerite Emanuel, were approved by the Board of Directors in 2013. These severance payments are deferred until the Company’s financial position allows payment.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

During the most recently completed fiscal quarter ended November 30, 2014, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company currently is not a party to any material legal proceedings and, to management’s knowledge, no such proceedings are threatened or contemplated.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

The annual meeting of the shareholders was held on November 11, 2014, at the office of the Company, 1910 8th Avenue East, Hibbing, Minnesota. With a quorum represented in person and by proxy, the shareholders re-elected Alan Nugent, John Morrow, Jay Mackie, Michael Johnson, and Howard Hilshorst to serve on the Board of Directors until their successors are duly elected and qualified. Jack Powers had informed the Company of his intention to retire at the end of this term and did not stand for re-election. The shareholders approved the appointment of Maxfield Peterson, P.C., as independent Certified Public Accountants of the Company for the ensuing year.

Item 6. Exhibits.

The following exhibits are attached to this Quarterly Report on Form 10-Q:

Exhibit Number		Description

31.1-2		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

32.1-2		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

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.

	Registrant: Excalibur Industries

January 8, 2015	By:	/s/ Jay R.Mackie
		Jay R. Mackie
		President, Chief Executive Officer (Principal Executive Officer)


January 8, 2015	By:	/s/ Michael P. Johnson
		Michael P. Johnson
		Secretary and Treasurer (Principal Financial Officer)

EXCALIBUR INDUSTRIES - FORM 10-Q - January 8, 2015

Attached files

EXCALIBUR INDUSTRIES Reports