UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-1764
AMERICAN NUCLEAR CORPORATION
(Exact Name of Registrant as Specified In Its Charter)
Colorado 83-0178547
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 2713
Casper, Wyoming 82602
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (307) 265-7912
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 .
Indicate the number of share outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report.
4 cents par value common stock: 7,696,739 shares
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<TABLE>
<CAPTION>
AMERICAN NUCLEAR CORPORATION
STATEMENTS OF OPERATION
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
NET LOSS BEFORE DISCONTINUED
OPERATIONS $ -0- $ -0- $ -0- $ -0-
REVENUE FROM DISCONTINUED
OPERATIONS
Reclamation Reimbursement 43,541 -0- 74,539 45,671
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Total revenue from
discontinued operations 43,541 -0- 74,539 45,671
DISCONTINUED EXPENSES
General and administrative 9,289 11,602 32,207 35,980
Reclamation expense 29,343 9,969 63,313 48,166
Interest income <317> <280> <932> <883>
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Total discontinued expenses 38,315 21,291 94,588 83,263
NET INCOME (LOSS) $ 5,226 $ <21,291> <20,049> <37,592>
PER SHARE:
NET PROFIT (LOSS) BEFORE
DISCONTINUED OPERATIONS PER
SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
DISCONTINUED OPERATIONS PER
SHARE NET PROFIT (LOSS) $ 0.00 $ 0.00 $ 0.00 $ <0.01>
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 7,696,739 7,696,739 7,696,739 7,696,739
DIVIDENDS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
</TABLE>
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<TABLE>
<CAPTION>
AMERICAN NUCLEAR CORPORATION
BALANCE SHEETS
September 30, 2000 and December 31, 1999
September 30, Dec. 31,
2000 1999
(Unaudited) (Unaudited)
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<S> <C> <C>
ASSETS
Current assets:
Cash $ 37,436 $ 46,457
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Total current assets $ 37,436 $ 46,457
Other assets:
Other 43,793 55,000
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Total other assets 43,793 55,000
Total assets $ 81,409 $ 101,457
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable -0- -0-
Other current liabilities -0- -0-
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Total current liabilities -0- -0-
Common Stockholders' equity:
Common stock 314,080 314,080
Additional paid-in capital 13,304,849 13,304,849
Retained earnings <12,908,394> <12,888,346>
Less cost of treasury stock <629,126> <629,126>
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Common stockholders' equity 81,409 101,457
Total liabilities and stockholders'
equity $ 81,409 $ 101,457
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</TABLE>
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<TABLE>
<CAPTION>
AMERICAN NUCLEAR CORPORATION
STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
Nine Months Ended
September 30
2000 1999
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<S> <C> <C>
Cash flows from discontinued operations:
Net loss $ <20,049> $ <37,592>
Adjustments to reconcile net loss to net
cash used by operating activities:
(Increase) Decrease in other assets 11,028 45,755
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Total adjustments 11,028 45,755
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Net cash provided <used>
in operating activities <9,021> 8,163
Net increase (decrease) in cash during
the period <9,021> 8,163
Cash at the beginning of the period 46,457 35,555
Cash at the end of the period $ 37,436 $ 43,718
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</TABLE>
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AMERICAN NUCLEAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Liquidation Basis
The accompanying financial statements have been prepared on a
liquidation basis, which recognized the realization of assets and the
satisfaction of a portion of the liabilities. The Company's current
assets exceeded its current liabilities by $37,436, and $46,457 at
September 30, 2000 and December 31, 1999 respectively. During 1994 the
Company discontinued operations due to lack of operating capital. For
financial reporting purposes, the Company has offset contractual
liabilities totaling $392,000. These liabilities were recognized as
income because the Company has no means of repaying the obligations
under liquidation basis accounting. The remaining Company cash
deposits are being utilized to maintain compliance as long as possible
with U.S. Nuclear Regulatory Commission (NRC) license requirements
pertaining to the Company's uranium mining reclamation site. The
Company expects to be able to continue in compliance with the licensing
requirements through 2000.
The state of Wyoming declared the Company in default of its
reclamation obligations when the Company terminated its business
operations in May 1994. Subsequently the reclamation bond fund of
$3,213,255 was acquired by the Wyoming DEQ through forfeiture
proceedings. The state of Wyoming has consented to perform certain
reclamation obligations, but has declined to assume the NRC license and
the associated obligations. The reclamation requirements have changed
to require more work since the bond forfeiture, and the cash
requirements to continue reclamation have increased by an undetermined
amount. There is the potential of a cost overrun in the range of $3
million or considerably more. The Company has not recognized a
contingent liability for this amount because the Wyoming DEQ and NRC
have not agreed upon a final reclamation plan upon which to base a cost
estimate. By state of Wyoming statute, the Company is liable for any
cost overruns.
The Company remains liable for completion of its reclamation
obligations even though it does not have enough assets with which to
complete those obligations. The NRC has served the Company with notice
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that the Company's deliberate abandonment of its reclamation site would
constitute an intentional violation of the Atomic Energy Act of 1954
and could subject the Company to NRC enforcement actions and criminal
sanctions. The Company is complying with a NRC order to maintain and
comply with the terms of its NRC license. Further, the Company has an
agreement with the Wyoming DEQ to maintain its corporate existence in
order to receive Title X reclamation reimbursement funds from the U.S.
Department of Energy and transfer agreed upon amounts to the Wyoming
DEQ. The Company intends to monitor its reclamation site for as long
as possible in order to comply with the requirements of its license.
For these reasons, the Company is unable to dissolve. The Company has
no intention of entering into other businesses or continuing its
limited operations beyond the time when it has fulfilled its
obligations under the NRC license and those required by the state of
Wyoming.
Interim Financial Statements
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
accompanying statements should be read in conjunction with the
unaudited financial statements included in the Company's Report on Form
10-K for the year ended December 31, 1999. In the opinion of
management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been
included.
Per Share Amounts
Earnings per share calculations are computed on the weighted
average number of common shares outstanding during the respective
periods. Shares under option and warrants have been disregarded
because their effect is anti-dilutive.
Discontinuance of Operations
Management began seeking a purchaser for its mining properties in
the third quarter of 1993. While potential purchasers continued to
express interest, the Company did not receive any offer greater than
the amount of the debt that was secured by the mortgage against the
properties. Inability to sell the mining properties, depletion of
capital and lack of revenues deprived the Company of operating capital.
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The Company determined to discontinue operations during May 1994 and to
liquidate its miscellaneous property and to pay and discharge its
current liabilities and other expenses associated with an orderly
closing of business operations.
Marketability of Common Stock
Effective May 9, 1994 the Company's common stock was removed from
listing on the NASDAQ SmallCap Market. There are no trading markets
for the Company's common stock. Salt Ridge Energy, Inc., a corporation
owned by Mr. Salisbury, President, acquired 2,893,072 shares of common
stock during June 1998 and now owns 37.6% of the Company's
outstanding stock. The Company is aware of occasional trades on the
electronic bulletin board. The basis of these transactions is unknown.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company discontinued operations during May 1994. The Company
had no operating revenues during the period subject to this report or the
earlier comparable period. See the "Discontinuance of Operations"
and the "Liquidity and Capital Resources" sections in this report
regarding additional information about the Company's cessation of
operations.
General and administrative expenses were $9,289 and $32,207 for the
three months and nine months ended September 30, 2000 compared to $11,602
and $35,980 for the comparable periods ended September 30, 1999.
Reclamation expenses were $29,343 and $63,313 for the three months
and nine months ended September 30, 2000 and $9,969 and $48,166 for the
comparable 1999 periods. These costs represent the ongoing costs of
monitoring the Company's mill site and related activities during
reclamation, including payments to the Wyoming DEQ.
There was $932 interest income for the first nine months of 2000,
compared to $883 for the comparable period ending September 30, 1999.
The interest is due to the reimbursement of DOE funds to the Company.
These funds will be used to monitor the reclamation site.
A net profit of $5,226 and a net loss of $20,049 was recognized
during the three months and nine months ended June 30, 2000,
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respectively, compared to a loss of $21,291 and a loss of $37,592 for the
same periods in 1999. The losses are expected to remain in the range of
$18,000 per quarter as long as the Company continues to receive some of
the reclamation reimbursements for continued monitoring of the
reclamation site.
Liquidity and Capital Resources
The Company's working capital at September 30, 2000 was $37,436
while at December 31, 1999 it was $46,457. The decrease in working
capital at September 30, 2000 was due to ongoing operating costs. During
May 1994, the Company discontinued operations because of its lack of
funds. Before that decision was made, the Company attempted to obtain
additional loans, raise equity funds through a private placement of its
common stock, secure byproduct disposal contracts, or sell its mineral
properties. None of these efforts were successful. In addition, the
Wyoming Department of Environmental Quality (DEQ) declared forfeiture of
the $3.2 million reclamation bond fund to the DEQ to be used by the DEQ
for completing reclamation of the Company's Gas Hills mill site. The
total cost of the reclamation work will not be known for many years, and
the funds held by the DEQ are not expected to cover all the expenses.
The Company remains the licensee and owner of the reclamation site, and
the Company will not be released from the obligations of reclamation
that are imposed by the license until reclamation work is completed and
accepted by the regulatory agencies. The Company has applied, under
the federal program administered by the DOE, for reimbursement of some of
the reclamation work it has previously performed to clean up its mining
and milling site. The DOE program has been funded by Congress and money
has been allocated for the reimbursements. The Company received
approximately $116,000 from this program during 1998, approximately
$46,000 during 1999,and approximately $74,000 during 2000. If Congress
continues funding this Title X program, of which there is no assurance,
the Company may receive additional DOE reimbursements during 2001. Under
the prevailing law and the terms of the order of the U.S. Nuclear
Regulatory Commission that directs the Company to continue to reclaim and
monitor its reclamation site, the funds and any future funds that could
be received under this program will be applied to ongoing monitoring and
reclamation obligations over the next several years, including payments
to the Company's independent contractors to perform such services. None
of the money will be applied to claims of creditors, and no funds will be
available for distribution to shareholders because the reclamation
obligations are projected to substantially exceed the funds that become
available. The DEQ has entered into an agreement with the Company
providing that the state will not bring a deficiency action in court if
the Company transfers Title X funds to the state to be applied to the
deficiency for use by the state to perform reclamation. The Tennessee
Valley Authority (TVA), which had asserted a right to the funds based on
its 1984 contract with the Company, released the Company from such claims
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PAGE 9
due to an agreement between TVA and the state. The agreement between the
Company and DEQ provides that the Company and DEQ will use the DOE Title
X funds toward monitoring and reclamation of the mill site in accordance
with the NRC license.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on their behalf
by the undersigned thereunto being authorized.
AMERICAN NUCLEAR CORPORATION
Registrant
(signature)
November 12, 2000 By: -----------------------------------
William C. Salisbury
President
(signature)
November 12, 2000 By: -----------------------------------
Dennis A. Eckerdt
Secretary and Treasurer
