-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TYLH7uS0CbCu5+cTIrnuP2Ud6qTIn6SBZTMNfi7NYFKaneglnWmMe1SKVtuIFiri OSweQpc+N0XXEBzoyhcupQ== 0000016317-01-500007.txt : 20010810 0000016317-01-500007.hdr.sgml : 20010810 ACCESSION NUMBER: 0000016317-01-500007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA ENGELS MINING CO CENTRAL INDEX KEY: 0000016317 STANDARD INDUSTRIAL CLASSIFICATION: FORESTRY [0800] IRS NUMBER: 940357560 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04819 FILM NUMBER: 1701452 BUSINESS ADDRESS: STREET 1: 117 CRESCENT ST STREET 2: P O BOX 778 CITY: GREENVILLE STATE: CA ZIP: 95947 BUSINESS PHONE: 5302846191 MAIL ADDRESS: STREET 1: 117 CRESCENT ST STREET 2: P O BOX 778 CITY: GREENVILLE STATE: CA ZIP: 95947 10-Q 1 ed10q01-2.txt CALIFORNIA-ENGELS MINING COMPANY 10-Q - 6/30/01 SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 Form 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 2001 Commission File No. 1-3871 CALIFORNIA-ENGELS MINING COMPANY (Exact name of registrant as specified in its charter) State of California (State or other jurisdiction of incorporation or organization) 94-0357560 (I.R.S. Employer Identification Number) Address: 117 Crescent Street, P. O. Box 778, Greenville, California 95947-0778 (Address of principal executive office) (Zip Code) (530) 284-6191 (Registrant's telephone number including area code) 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 X No CLASS Capital Stock, par value: $0.25 per share. OUTSTANDING AT JUNE 30, 2001: 759,415.94 shares. Filing Contains 14 pages. CALIFORNIA-ENGELS MINING COMPANY BALANCE SHEETS (Unaudited) PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ASSETS
June 30, December 31, 2001 2000 --------- --------- CURRENT ASSETS Cash $ 94,987 $ 39,462 Deeds of Trust - current portion $ 3,381 $ 11,842 Deferred income taxes $ - $ - Reimbursements receivable $ - $ - Deposits $ - $ - Prepaid income tax $ 5,874 $ 5,874 Total Current Assets $ 104,242 $ 57,178 PROPERTY AND EQUIPMENT, NET $ 363,997 $ 397,995 OTHER ASSETS Investments available-for-sale $ 12,037 $ 12,011 Investments held-to-maturity $ 2,071 $ 2,472 Deeds of trust - net of current portion $ 163,214 $ 162,464 Total Other Assets $ 177,322 $ 176,947 Total Assets $ 645,561 $ 632,120
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31, 2001 2000 --------- -------- CURRENT LIABILITIES Income taxes payable $ - $ - Deferred tax liabilities $ 19,843 $ 19,843 Accrued expenses $ 33,693 $ 40,976 Notes payable, current portion $ 4,098 $ 8,014 Total Current Liabilities $ 57,634 $ 68,833 LONG TERM LIABILITIES Notes payable, net of current portion $ 106,549 $ 106,549 Total Liabilities $ 164,183 $ 175,382
CALIFORNIA-ENGELS MINING COMPANY BALANCE SHEETS (Unaudited) STOCKHOLDER'S EQUITY
June 30, December 31, 2001 2000 --------- --------- STOCKHOLDERS' EQUITY Capital stock, par value $.25: 4,000,000 shares authorized 759,415.94 shares issued and outstanding in 2001 and 760,815.94 in 2000 $ 189,854 $ 190,206 Accumulated other comprehensive income (loss) $ 308 $ 308 Reduction surplus $2,800,158 $2,800,856 Accumulated deficit (2,508,942) (2,534,632) Total Stockholders' Equity $ 481,378 $ 456,738 Total Liabilities and Stockholders' Equity $ 645,561 $ 632,120
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended June 31, 2001 2000 ---------- ---------- REVENUE Timber and rock revenue $ 409,927 $ - Dividend income 757 57 Interest income 3,898 2,289 Total revenue $ 414,582 $ 2,346 OPERATING AND GENERAL EXPENSES Depreciation $ 504 501 Director fees - - Insurance - - Memberships and dues 510 - Miscellaneous 106 171 Office and storage rents 3,127 3,128 Office expenses 2,048 2,405 Professional fees 675 3,040 Reclamation plan expense 240 - Repairs and maintenance - 1,050 Superior quarry expense - - Taxes and licenses 3,644 2,136 Travel and per diem 405 484 Vehicle expense 122 252 Wages and related taxes 2,902 2,445 Total Operating and General Expenses $ 14,283 $ 15,792 Income (Loss) from Operations $ 400,299 $ (13,446) OTHER INCOME and (EXPENSE) Depletion $ (26,574) $ - Interest $ (3,344) $ (3,935) Timber harvest expense $ (352,100) $ - Timber management expense $ (6,298) $ (10,819) Office and bookkeeping service $ 6,275 $ 7,205 Total Other Income and (Expense) $ (382,041) $ (7,549) Income (Loss) Before Taxes $ 18,258 $ (20,995) Provision for income taxes $ - $ - Net Income (Loss) $ 18,258 $ (20,995) Income (Loss) Per Share $ 0.024 $ (0.028)
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF OPERATIONS (Unaudited)
Six Months Ended June 30, 2001 2000 ---------- ---------- REVENUE Timber and rock revenue $ 493,557 $ 1,045 Dividend income 1,376 767 Interest income 7,665 2,989 Total revenue $ 502,598 $ 4,801 OPERATING AND GENERAL EXPENSES Depreciation $ 1,009 1,002 Director fees - - Insurance 1,860 1,900 Memberships and dues 510 - Miscellaneous 170 363 Office and storage rents 6,755 6,256 Office expenses 2,226 2,680 Professional fees 3,650 3,040 Reclamation plan expense 240 - Repairs and maintenance 1,170 1,050 Superior quarry expense - - Taxes and licenses 4,142 2,889 Travel and per diem 405 484 Vehicle expense 979 693 Wages and related taxes 5,922 6,177 Total operating and general expenses $ 29,038 $ 26,534 Net income (loss) from operations $ 473,560 $ (21,733) OTHER INCOME and (EXPENSE) Depletion $ (32,989) $ - Interest $ (6,762) $ (7,927) Timber harvest expense $ (411,156) $ - Timber management expense $ (10,513) $ (11,479) Office and bookkeeping service $ 13,550 $ 16,575 Total other income and(expense) $ (447,870) $ (2,831) Income (Loss) Before Taxes $ 25,690 $ (24,564) Provision for income taxes $ - $ - Net Income (Loss) $ 25,690 $ (24,564) Earnings (Loss) Per Share $ 0.034 $ (0.032)
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended June 30, 2001 2000 --------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) $ 18,258 $ (20,995) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and depletion 27,078 501 Amortization of GNMA discount - - (Gain) loss on sale of securities - - (Gain) loss on sale of land - - (Increase) decrease in assets Prepaid expenses - (2,057) Deposits - 1,295 Increase (decrease) in liabilities Taxes payable - - Accrued expenses (5,713) (4,109) Net cash provided (used) by operating activities $ 39,623 $ (25,365) CASH FLOWS FROM INVESTING ACTIVITIES Payments received on notes receivable $ 3,482 $ 1,613 Notes issued - - Purchases of securities and investments - (13) Proceeds from sale of securities - - Proceeds from sale of land - - Return of principal GNMA 266 196 Capital expenditures - - Net cash Provided (Used) by investing activities $ 3,748 $ 1,796
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended June 30, 2001 2000 --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Purchase and retirement of treasury shares $ (1,050) $ - Notes payable - 17,000 Payments on notes payable (1,979) (1,594) Net cash provided (used) by financing activities $ (3,029) $ 15,406 Net increase (decrease) in cash and cash equivalents $ 40,342 $ (8,163) CASH AND CASH EQUIVALENTS, Beginning of Period $ 54,645 $ 11,983 CASH AND CASH EQUIVALENTS, End of Period $ 94,987 $ 3,820 SUPPLEMENTAL DISCLOSURE of CASH FLOW INFORMATION Cash paid during the year: Income taxes $ - $ 2,303 Interest $ 3,344 $ 3,935 SUPPLEMENTAL DISCLOSURE of NONCASH INVESTING ACTIVITIES Unrealized holding gains (losses) arising during period $ - $ - Issuance of notes receivable for sales of property $ - $ -
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF ACCUMULATED DEFICIT AND ACUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Unaudited)
June 30, December 31, 2001 2000 ------------ ------------ Accumulated Deficit, Beginning of Year $ (2,534,632) $ (2,613,532) Net Income (Loss) $ 25,690 $ 78,900 Accumulated Deficit, End of Year $ (2,508,942) $ (2,534,632) Accumulated Other Comprehensive Income (Loss), Beginning of Year $ 308 $ 288 Other Comprehensive Income (Loss) $ - $ 20 Accumulated Other Comprehensive Income (Loss), End of Year $ 308 $ 308
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, 2001 2000 -------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ 25,690 $ (24,564) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and depletion 33,998 1,002 Amortization of GNMA discount - - (Gain)loss on sale of securities - - (Gain) on sale of land - - (Increase) decrease in assets Prepaid expenses - (4,360) Deposits - - Increase (decrease) in liabilities Taxes payable - (4,697) Accrued expenses (7,283) 1,500 Net Cash Provided (Used) by Operating Activities $ 52,405 $ (34,119) CASH FLOWS FROM INVESTING ACTIVITIES Payments received on notes receivable $ 7,711 $ 2,584 Notes issued - (49,311) Purchases of securities and investments (26) (26) Proceeds from sale of securities - - Proceeds from sale of land - - Return of principal GNMA 401 309 Capital expenditures - (762) Net cash Provided (Used) by Investing Activities 8,086 (47,206)
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, 2001 2000 --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Purchase and retirement of treasury shares $ (1,050) $ - Notes payable - 17,000 Payments on notes payable (3,916) (3,150) Net Cash Provided (Used) by Financing Activities $ (4,966) $ 13,850 Net Increase (Decrease) in Cash and Cash Equivalents $ 55,525 $ (67,475) CASH AND CASH EQUIVALENTS, Beginning of Period $ 39,462 $ 71,295 CASH AND CASH EQUIVALENTS, End of Period $ 94,987 $ 3,820 SUPPLEMENTAL DISCLOSURE of CASH FLOW INFORMATION Cash paid during the year: Income taxes $ - $ 4,360 Interest $ 6,762 $ 7,927 SUPPLEMENTAL DISCLOSURE of NONCASH INVESTING ACTIVITIES Unrealized holding gains (losses) arising during period $ - $ - Issuance of notes receivable for sales of property $ - $ -
CALIFORNIA-ENGELS MINING COMPANY FIXED ASSET SUMMARY
June 30, December 31 2001 2000 --------- ---------- Furniture and equipment $ 34,538 $ 34,538 Land 239,702 239,702 Less: Accumulated depreciation (23,235) (22,226) Subtotal $ 251,005 $ 252,014 Timber management development $ 164,078 $ 164,078 Less: Accumulated depletion (51,086) (18,097) Subtotal $ 112,992 $ 145,981 Total Property and Equipment $ 363,997 $ 397,995
CALIFORNIA-ENGELS MINING COMPANY NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are unaudited but, in the opinion of the management, include all adjustments, consisting solely of normal items, necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the financial statements and notes which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. 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. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Liquidity and Capital Resources During the 30 years its mining properties were leased, the Company endeavored to increase working capital, total assets and shareholder's equity in the event that its lessee, Placer Dome U.S. Inc., terminated its Mining Lease and Option to Purchase agreement and return the mining properties to the Company. This event occurred effective April 20, 1993. Thus, funds were available to begin preparation of a Non- Industrial Timber Management Plan which was approved by the California Department of Forestry and became effective July 2, 1999. The objective of the Company is to earn income from the sale of its timber so funds are available for the maintenance of its properties and the implementation of its timber management plan. Pursuant to its Notice of Timber Operations the Company completed the harvesting and hauling portion of its thinning/biomass project on the Upper Camp portion of its Engels parcel during the quarter. Results of Operations The Company had net gain, for the three months ending June 30, of $18,258 in 2001, compared to net loss of $20,995 in the 2000 period. The change in net income for the second quarter of 2001 compared with the corresponding period in 2000 was due to revenue from timber thinning and harvest projects. The Company's principal sources of income are office management and bookkeeping fees, sale of timber, interest, dividends, capital gains and sale of rock and sand. There is no assurance that any of the sources of income will continue at current rates into the future. Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 The matters discussed in this report on Form 10-Q, when not historical matters, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such factors include, among others, the speculative nature of mineral exploration, commodity prices, production and reserve estimates, environmental and government regulations, availability of financing, force majeure events, and other risk factors as described from time to time in the Company's filings with the Securities and Exchange Commission. Many of these factors are beyond the Company's ability to control or predict. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Commodity Prices The Company's earnings and cash flow may be significantly impacted by changes in the market price of timber. Timber prices fluctuate and may be affected by numerous factors, such as seasonal demand, production levels, economic policies of central banks, interest rates and producer hedging. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None 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. None SIGNATURE 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. CALIFORNIA-ENGELS MINING COMPANY Registrant August 8, 2001 By: /s/ Norman A. Lamb Norman A. Lamb, President and Chief Executive Officer August 8, 2001 By: /s/ James E. Brousseau James E. Brousseau, Secretary- Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----