-----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, Rc24TMBboB8HlmKZafeAsivgt0DDBg9EpTfRAGMa0/93gBPr4GJ1+PzLUZL1DoYy MYVY9bEAoLvZ4O+UqUbTqw== 0000016317-01-500009.txt : 20020410 0000016317-01-500009.hdr.sgml : 20020410 ACCESSION NUMBER: 0000016317-01-500009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 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: 1788219 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 ed10q3-1.txt CALIFORNIA-ENGELS MINING COMPANY 10-Q - SEPTEMBER 30, 2001 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 September 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 SEPTEMBER 30, 2001: 759,315.94 shares. Filing Contains 13 pages. CALIFORNIA-ENGELS MINING COMPANY BALANCE SHEETS (Unaudited) PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ASSETS
September 30, December 31, 2001 2000 --------- --------- CURRENT ASSETS Cash $ 107,609 $ 39,462 Deeds of Trust - current portion 2,909 11,842 Deferred income taxes - - Reimbursements receivable - - Deposits - - Prepaid income tax - 5,874 Total Current Assets $ 110,518 $ 57,178 PROPERTY AND EQUIPMENT, NET $ 357,166 $ 397,995 OTHER ASSETS Investments available-for-sale $ 12,037 $ 12,011 Investments held-to-maturity 1,870 2,472 Deeds of trust - net of current portion 158,296 162,464 Total Other Assets $ 172,203 $ 176,947 Total Assets $ 639,887 $ 632,120
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31, 2001 2000 --------- -------- CURRENT LIABILITIES Income taxes payable $ 442 $ - Deferred tax liabilities 19,843 19,843 Accrued expenses 33,630 40,976 Notes payable, current portion 2,072 8,014 Total Current Liabilities $ 55,987 $ 68,833 LONG TERM LIABILITIES Notes payable, net of current portion $ 106,549 $ 106,549 Total Liabilities $ 162,536 $ 175,382
CALIFORNIA-ENGELS MINING COMPANY BALANCE SHEETS (Unaudited) STOCKHOLDER'S EQUITY
September 30, December 31, 2001 2000 --------- --------- STOCKHOLDERS' EQUITY Capital stock, par value $.25: 4,000,000 shares authorized 759,315.94 shares issued and outstanding in 2001 and 760,815.94 in 2000 $ 189,829 $ 190,206 Accumulated other comprehensive income (loss) $ 308 $ 308 Reduction surplus $2,800,108 $2,800,856 Accumulated deficit (2,512,894) (2,534,632) Total Stockholders' Equity $ 477,351 $ 456,738 Total Liabilities and Stockholders' Equity $ 639,887 $ 632,120
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF ACCUMULATED DEFICIT AND ACUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Unaudited)
September 30, December 31, 2001 2000 ------------ ------------ Accumulated Deficit, Beginning of Year $ (2,534,632) $ (2,613,532) Net Income (Loss) $ 21,738 $ 78,900 Accumulated Deficit, End of Year $ (2,512,894) $ (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 OPERATIONS (Unaudited)
Three Months Ended September 30, 2001 2000 ---------- ---------- REVENUE Timber and rock revenue $ 98,241 $ 480 Dividend income 764 200 Interest income 4,068 2,717 Total revenue $ 103,073 $ 3,397 OPERATING AND GENERAL EXPENSES Depreciation $ 505 501 Director fees - 2,000 Insurance - - Miscellaneous 387 268 Office and storage rents 2,127 3,127 Office expenses 380 460 Professional fees 685 930 Reclamation plan expense - 12,738 Repairs and maintenance 226 - Taxes and licenses 8,965 222 Travel and per diem - 230 Vehicle expense 1.904 249 Wages and related taxes 2,437 3,334 Total Operating and General Expenses $ 17,616 $ 24,059 Income (Loss) from Operations $ 85,457 $ (20,662) OTHER INCOME and (EXPENSE) Depletion $ (6,326) $ - Gain on sale of land - 143,240 Interest (3,210) (4,752) Timber harvest expense (77,982) (4,600) Timber management expense - 9,919 Office and bookkeeping service 4,425 5,790 Total Other Income and (Expense) $ (83,093) $ 149,597 Income (Loss) Before Taxes $ 2,364 $ 128,935 Provision for income taxes $ (6,316) $ (29,824) Net Income (Loss) $ (3,952) $ 99,111 Income (Loss) Per Share $ (0.005) $ 0.130
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF OPERATIONS (Unaudited)
Nine Months Ended September 30, 2001 2000 ---------- ---------- REVENUE Timber and rock revenue $ 591,798 $ 1,525 Dividend income 2,140 967 Interest income 11,733 5,706 Total revenue $ 605,671 $ 8,198 OPERATING AND GENERAL EXPENSES Depreciation $ 1,514 $ 1,503 Director fees - 2,000 Insurance 1,860 1,900 Miscellaneous 557 631 Office and storage rents 8,882 9,383 Office expenses 2,606 3,140 Professional fees 4,335 3,970 Reclamation plan expense 240 12,738 Repairs and maintenance 1,396 1,050 Taxes and licenses 13,617 3,111 Travel and per diem 405 714 Vehicle expense 2,883 945 Wages and related taxes 8,359 9,511 Total operating and general expenses $ 46,654 $ 50,596 Net income (loss) from operations $ 559,017 (42,398) OTHER INCOME and (EXPENSE) Depletion $ (39,315) $ - Gain on sale of land - 143,240 Interest (9,972) (12,679) Timber harvest expense (489,138) (4,600) Timber management expense (10,513) (1,560) Office and bookkeeping service 17,975 22,365 Total other income and(expense) $ (530,963) $ 146,766 Income (Loss) Before Taxes $ 28,054 $ 104,368 Provision for income taxes $ (6,316) $ (29,824) Net Income (Loss) $ 21,738 $ 74,544 Income (Loss) Per Share $ 0.029 $ 0.098
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended September 30, 2001 2000 --------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) $ (3,952) $ 99,111 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and depletion 6,831 501 Amortization of GNMA discount - - (Gain) loss on sale of securities - - (Gain) loss on sale of land - (143,228) (Increase) decrease in assets Prepaid expenses 5,874 4,360 Deposits - - (Decrease) increase in liabilities Taxes payable 442 23,284 Accrued expenses (63) (5,520) Net cash provided (used) by operating activities $ 9,132 $ (21,492) CASH FLOWS FROM INVESTING ACTIVITIES Payments received on notes receivable $ 5,390 $ 2,096 Notes issued - 194 Purchases of securities and investments - - Proceeds from sale of securities - - Proceeds from sale of land - 98,248 Return of principal GNMA 201 304 Capital expenditures - - Net cash Provided (Used) by investing activities $ 5,591 $ 100,842
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended September 30, 2001 2000 --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Purchase and retirement of treasury shares $ (75) $ - Notes payable - (17,000) Payments on notes payable (2,026) (11,703) Net cash provided (used) by financing activities $ (2,101) $ (28,703) Net increase (decrease) in cash and cash equivalents $ 12,622 $ 50,647 CASH AND CASH EQUIVALENTS, Beginning of Period $ 94,987 $ 3,820 CASH AND CASH EQUIVALENTS, End of Period $ 107,609 $ 54,467 SUPPLEMENTAL DISCLOSURE of CASH FLOW INFORMATION Cash paid during the year: Income taxes $ 5,874 $ 25,464 Interest $ 3,210 $ 4,752 SUPPLEMENTAL DISCLOSURE of NONCASH INVESTING ACTIVITIES Unrealized holding gains (losses) arising during period $ - $ - Issuance of notes receivable for sales of property $ - $ 96,800
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, 2001 2000 -------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ 21,738 $ 74,544 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and depletion 40,829 1,503 Amortization of GNMA discount - - (Gain)loss on sale of securities - - (Gain) loss on sale of land - (143,228) (Increase) decrease in assets Prepaid expenses 5,874 - Deposits - - Increase (decrease) in liabilities Taxes payable 442 18,587 Accrued expenses (7,346) (7,020) Net Cash Provided (Used) by Operating Activities $ 61,537 $ (55,614) CASH FLOWS FROM INVESTING ACTIVITIES Payments received on notes receivable $ 13,101 $ 4,683 Notes issued - (49,117) Purchases of securities and investments (26) (26) Proceeds from sale of securities - - Proceeds from sale of land - 98,248 Return of principal GNMA 602 613 Capital expenditures - (762) Net cash Provided (Used) by Investing Activities $ 13,677 $ 53,639
CALIFORNIA-ENGELS MINING COMPANY STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, 2001 2000 --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Purchase and retirement of treasury shares $ (1,125) $ - Notes payable - - Payments on notes payable (5,942) (14,853) Net Cash Provided (Used) by Financing Activities $ (7,067) $ (14,853) Net Increase (Decrease) in Cash and Cash Equivalents $ 68,147 $ (16,828) CASH AND CASH EQUIVALENTS, Beginning of Period $ 39,462 $ 71,295 CASH AND CASH EQUIVALENTS, End of Period $ 107,609 $ 54,467 SUPPLEMENTAL DISCLOSURE of CASH FLOW INFORMATION Cash paid during the year: Income taxes $ 5,874 $ 29,824 Interest $ 9,972 $ 12,679 SUPPLEMENTAL DISCLOSURE of NONCASH INVESTING ACTIVITIES Unrealized holding gains (losses) arising during period $ - $ - Issuance of notes receivable for sales of property $ - $ 96,800
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. The Company has completed the harvesting and hauling portion of its mechanical thinning/biomass project pursuant to its Non-Industrial Timber Management Plan on the Upper Engels portion of its Engels parcel. During the first nine months of the year the Company's thinning harvest produced 1,331,000 board feet of small logs generating sufficient funds to pay for the project. No further mechanical thinning/harvesting is planned for this year. However hand thinning on steeper over-stocked areas pursuant to the California Forest Improvement Program as well as hand thinning projects funded by the Company are ongoing. Results of Operations The Company had net loss, for the three months ending September 30, of $3,952 in 2001, compared to net gain of $99,111 in the 2000 period. The change in net income for the third quarter of 2001 compared with the corresponding period in 2000 was due to changes in amount of 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 October 14, 2001 By: /s/ Norman A. Lamb Norman A. Lamb, President and Chief Executive Officer October 14, 2001 By: /s/ James E. Brousseau James E. Brousseau, Secretary- Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----