SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange act of 1934 for the transition period from
__________ to __________.
For the fiscal year ended March 31, 1998
Commission File Number: 0-6334
AURIC METALS CORPORATION
(Exact name of Registrant as specified in its Charter)
NEVADA 87-0281240
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1475 Terminal Way, Suite E
Reno, Nevada 89502
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number including Area Code: (318) 343-4448
(Not applicable)
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Former name, former address and former fiscal year, if changed since last
report.
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
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None None
Securities Registered Pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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 [ ]
The aggregate market value of the Registrant's voting stock held by non
affiliates computed with reference to the bid prices in the over-the-counter
market on June 25, 1998, was approximately $329,000.
As of June 25, 1998, the Registrant had outstanding 1,000,056 shares of
its common stock, par value $.01, including a total of 15,511 shares held in
the Registrant's treasury.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. None.
TABLE OF CONTENTS
Page
Item Number and Caption Number
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PART I
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1. Business 3
2. Properties 8
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security
Holders 9
PART II
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5. Market for Registrant's Common Equity and
Related Stockholder Matters 10
6. Selected Financial Data 11
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
8. Financial Statements and Supplementary Data 12
9. Changes in and Disagreements on Accounting and
Financial Disclosure 12
PART III
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10. Directors and Executive Officers of the Registrant 13
11. Executive Compensation 14
12. Security Ownership of Certain Beneficial Owners
and Management 15
13. Certain Relationships and Related Transactions 16
PART IV
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14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 17
15. Signatures 18
PART I
ITEM 1. BUSINESS
GENERAL/HISTORY
Auric Metals Corporation (the "Company") is a Nevada Corporation which
holds interests in several natural resource properties, and a minority
interest in a hotel operation in New Mexico. Over the past several years, the
Company has principally been engaged in the acquisition, exploration and
development of interests in various natural resource properties, primarily
through participation with other parties in natural resource joint ventures or
other arrangements. The Company's involvement in natural resource projects
over the past few years has decreased, and the Company does not currently have
any active natural resource projects.
The Company was originally organized under the laws of the state of Utah.
In 1985, the Company became a Nevada corporation by merging with a wholly
owned Nevada corporation created solely for the purpose of changing the
Company's state of domicile. The Company has one wholly-owned subsidiary,
Auric Minerals Corporation.
The Company was organized in 1969 for the purpose of engaging in mineral
exploration (principally silver, copper, gold, lead and zinc) on a mining
property located in Beaver County, Utah. In February 1970, the Company
completed a public offering under Regulation A of the Securities Act of 1933,
as amended, from which it raised approximately $350,327 in net proceeds for
its proposed exploration. In 1979, the Company's exploration activities on
its Beaver County mining claims were terminated, following the determination
by the Company that further exploration would be unproductive.
Since the termination of exploration activities in Beaver County, Utah,
in 1979, the Company has participated in a number of natural resource joint
ventures, and has performed limited exploration and assessment work on other
natural resource properties, with a view towards evaluating such properties
for future exploration and development.
The Company holds interests in a number of natural resource properties in
Utah, Nevada, Oklahoma, and California. The Company presently holds a working
interest in one oil and gas well near Oklahoma City, Oklahoma, which has
provided the Company with nominal revenue over the past few years. The
Company also holds a working interest in various patented and unpatented
mining claims in the Tintic Mining District of Utah. The Company subleases
forty-five (45) mining claims to USX, formerly United States Steel
Corporation. These claims have, in turn, been assigned to other parties which
have conducted limited exploration on these claims.
In the fiscal year ended March 31, 1994, Auric Minerals Corporation, the
Company's wholly-owned subsidiary, acquired from an unrelated third party, a
50% interest in 7 patented mining claims and 11 unpatented claims in the
Tintic mining area west of the Company's Rex claims. The 7 patented mining
claims were terminated during the fiscal year ended March 31, 1995, due to
title problems. The Company has maintained its interest in the 11 unpatented
claims. Over the past several years, the Company has additionally held a 19%
interest in a limited partnership which holds certain sulfur and gold property
in Inyo County, California. Mining operations on this property were abandoned
during the fiscal year due primarily to a loss in demand for sulfur products.
(See "BUSINESS," under this caption).
During the fiscal year ended March 31, 1991, the Company purchased, in a
private transaction, a total of 89,600 shares of restricted common stock of
Dynamic Oil Limited, at an average price of $1.98 per share. Dynamic Oil
Limited is a publicly-held British Colombia corporation which is engaged in
oil and gas exploration. The Company has now held such securities in excess
of two years, and is, therefore, able to dispose of this investment subject to
compliance with the requirements of Rule 144 of the Securities Act of 1933, as
amended. The Company sold 10,000 shares of Dynamic Oil Limited in 1996. As
of March 31, 1998, the market value of the remaining 79,600 shares of Dynamic
Oil Limited, was approximately $99,500.
In addition to its natural resource investments, described above, the
Company is a principal shareholder in Corporacion de La Fonda, Inc. ("La
Fonda"), a corporation which owns the La Fonda Hotel in Santa Fe, New Mexico.
This investment has generated dividend revenues to the Company for the past
several years. Dividend revenue from this investment of $10,000 during the
past fiscal year, represents a slight decrease in dividend revenue from
$12,000 in dividend revenue for the 1997 fiscal year, and a decrease from
dividend revenue in the 1996 and 1995 fiscal years of of $12,000, and $15,000,
respectively. During the fiscal year ended March 31, 1998, the Company sold a
total of 2,000 shares of its La Fonda shares to the principal shareholders of
La Fonda, at a gross sales price of $240,000, for a net gain of $214,869.
BUSINESS
During the fiscal year, the Company limited its activities to required
maintenance of its unpatented mining claims in the Tintic Mining District near
Eureka, Utah. The Company conducted no exploration activities during the
fiscal year, and realized no income from its mineral exploration activities.
The Company has realized most of its income from its interests in properties
developed and explored by other firms, and from lease payments and dividend
payments on the Company's equity holdings. The following is a general
description of the Company's holdings and business activities during the
fiscal year.
Hillcrest Claims
Since 1981, the Company has subleased forty-five (45) unpatented mining
claims covering approximately 600 acres north west of Elko, Nevada, to USX,
formerly United States Steel Corporation. The Company acquired this lease
from Hillcrest Mining Company ("Hillcrest") in 1981. The Company obtained the
lease for an initial term of three years, ending August 31, 1984, in
consideration of the agreement to do all the assessment work on the lease
during its term at a cost of $100 per claim per year, and to actively market
the property during such term. The lease grants to the Company the option to
extend the lease year by year for an additional twenty years by making advance
royalty payments of $6,000 to Hillcrest. The lease further provides that the
Company will pay to Hillcrest a royalty equal to 50% of the Company's earnings
from the property, after deducting all direct costs incurred by the Company in
the development of the property, exclusive of the Company's overhead.
USX acquired the claims from the Company for a primary term of two years,
expiring December 31, 1983, for which the Company received $9,000, $4,500 of
which was paid to Hillcrest. USX has the right to renew the options for
twenty additional one year terms by paying an advance royalty of $25,000 in
1984 and 1985 and $50,000 per year thereafter for the term of the lease or as
long as there is production. USX has paid the advance royalty for each year
to and including fiscal year ended March 31, 1998, and has paid for all
assessment work required during the term of the sublease. Pursuant to the
terms of a modification of the lease between Auric and Hillcrest, resulting in
an equal interest between Auric and Hillcrest, the Company and Hillcrest each
now receive a 1% royalty interest for gold, calculated on the basis of net
smelter returns, and a 3% royalty interest on other metals, calculated on the
same basis.
USX assigned its sublease to Touchstone Resources Company, which in 1992
assigned the sublease to Newmont Exporation Limited. In August, 1997, the
Company agreed to an assignment of the sublease to Geat Basin Gold, Inc., and
an amendment to said sublease (the "Sublease Amendment"). Under the terms fo
the Sublease Amendment, the Company and Hillcrest agreed to extend the
sublease for up to four 20-year periods commencing on December 31, 1997,
provided that the $50,000 annual advance royalty payment is paid for each year
for which there are no mining operations on the leased property. For each 20
year renewal period, the annual minimum advance royalty increases $5,000 per
year. The parties have also agreed that the production royalty to be paid to
the Company based on net smelter returns, is in addition to the advance
royalty.
The Sublease Amendment contemplates a joint venture between Great Basin
and Touchstone. The Company is advised that Great Basin will be the operating
company in connection with any exporation or development activities on the
property.
In 1992, Newmont Mining Company ("Newmont") acquired the leasehold
interest held by the Company in its Ivanho property near Elko, Nevada,
covering 85,000 acres. In the past three years, a deep drilling program with
drillsites on the Ivanho property, has been conducted. In 1995, Newmont and
Cornucopia entered into a joint venture arrangement providing for the joint
development of the Ivanho property. The Company does not know when the
Company's leased acreage will be developed, or the extent of such development.
In past years, a substantial amount of capital was expended for initial
mining and exploration activities on the Ivanho property, of which the
Company's property is a part. A 1992 report from Galactic and Cornucopia
indicates that in 1991 the joint venture produced 60,000 ounces of gold from
the USX pit located on a portion of the Ivanho property. The Company has been
further advised that gold and other minerals have been extracted by the joint
venture parties and their operator, Touchstone, on claims adjoining the
Company's claims. In August, 1994, a high-grade vein was drilled near the
western margin of the Clementine prospects of the Ivanho property. In a 1994
letter, Cornucopia to its shareholders that preliminary analysis of the
drilling encompassing the Clementine, Velvet and Butte prospects has developed
a geologic resource of 9,106,000 tons grading 0.035 ounces of gold per ton, or
320,000 ounces of gold.
To the Company's knowledge, there was no significant activity on these
claims during the fiscal year ended March 31, 1998. As indicated, the Company
cannot predict at this time what further exploration and development, if any,
will be undertaken on these properties.
Tintic Claims
The Company holds a 52% working interest in eighteen (18) unpatented
mining claims located in the Tintic Mining District, near Eureka, Utah. The
Company will retain its interest in the claims as long as it makes required
annual payments on such claims, which the Company has paid through the fiscal
year ended March 31, 1996. Applicable government regulations increased the
annual fee for assessment and related work to $200 per claim during the fiscal
year ended March 31, 1993. These claims, acquired in 1984, have been held
since 1965 by directors and shareholders of the Company.
During the 1997 fiscal year, the Company paid the required lease payment
to the Bureau of Land Management of $100 per claim, as required in lieu of
exploration by drilling. The Company has reduced the number of its claims
from 43 to 18, to reduce its annual fees associated with these claims.
The Company's claims are located on the south side of a caldera, or
ancient volcano. Sunshine Mining Company operates the Bergen Mine on the
north side of the caldera, which is located approximately twelve miles from
the Company's claims. The Company has been advised that Cornucopia Resources
has conducted exploration west of the Company's claims. The Company has also
been advised that Centurion Mines Corporation has staked adjoining claims.
The Company is aware of exploration activity in the area, there is no such
activity close to the Company's claims.
In October, 1993, Auric Minerals Corporation, the Company's wholly-owned
subsidiary, acquired by lease from unrelated third parties, a 50% working
interest in 7 patented mining claims, and a 50% interest in 11 additional
unpatented mining claims located in the Tintic Mining District approximately
15 miles west of the Company's Rex claims. The Company's interest in the 7
patented mining claims terminated in the fiscal year ended March 31, 1995, due
to certain title and related problems. The Company has maintained its
interest in the 11 unpatented mining claims, by payment of the required annual
fee to the BLM of $100 per claim. Any profits on the claims are to be shared
equally between the Company and the lease holder.
During the fiscal year ended March 31, 1998, there was no signficant
activity on these claims.
Inyo Claims
For the past several years, the Company has held an interest in the
Crater Limited Partnership, a California limited partnership (the
"Partnership".) During the fiscal year ended March 31, 1989, the Company paid
an additional $12,000 to increase its interest in the Partnership from 14% to
19%. The Partnership owns a sulfur and gold property in Inyo County, Nevada,
located northwest of Death Valley.
Subsequent to its organization, the Partnership subleased the property to
an independent third party for extraction of sulfur for agricultural use.
During the 1993 and 1994 fiscal years, the Company earned a nominal profit
from its interest in the Partnership. However, during 1993, the government
has prohibited the use of sulfur as a fertilizer for grapes. Additionally,
during the 1994 fiscal year, an access road to the property was closed to
protect a wilderness area, which has resulted in a loss of the market for
sulfur products in Nevada. Moreover, during the fiscal year ended March 31,
1995, the Company lost its contractor on the property, resulting in no profit
to the Partnership. Flooding in California in 1995 has also resulted in a
major loss of market demand for sulfur in 1995. As a result of these
developments, continuation of sulfur extraction on the property was considered
no longer viable, and these mining efforts were abandoned in the fiscal year
ended March 31, 1996.
Investment in Dynamic Oil Limited
During the fiscal year ended March 31, 1991, the Company purchased, in
two private transactions, a total of 89,600 shares of restricted common stock
of Dynamic Oil Limited, an unaffiliated publicly traded British Columbia
corporation ("Dynamic"), at a total purchase price of $175,880, or an average
cost of $1.98 per share. The Company's holdings in Dynamic represented, at
the time of purchase, approximately 1% of the outstanding common stock of
Dynamic. The stock was purchased at a price of 15% below the market value of
Dynamic common stock on the respective dates of purchase. In connection with
these transactions, Auric was granted a warrant with each share of Dynamic
purchased, which warrants have expired.
Dynamic is a publicly held corporation incorporated in British Columbia,
which is engaged in oil and gas exploration. Auric has been advised that
Dynamic is a party to a joint venture agreement with Conoco Oil and British
Columbia Gas, providing for the development of a source of gas for Vancouver,
Canada. In 1994 and 1995, Dynamic reported that it participated in drilling
three successful horizontal oil wells in S.E. Saskatchewan, a new gas well in
N.W. Alberta, and doubled its landholdings in the Boundary Bay prospect area
of S.W. British Columbia. Dynamic has additionally reported that it has
conducted an extensive geochemistry program and successfully obtained
permission from the British Columbia government to drill two new Fraser Delta
gas exploration wells in 1995. In 1994, Dynamic reported that it purchased an
additional 20% interest in its St. Albert 01-30 gas project near Edmonton,
Alberta, increasing its interest in the project to 70%. Dynamic and its joint
venture partner have reported a world class well at a depth of 4,000 feet
approximately 35 miles from Edmonton.
During the fiscal year ended March 31, 1996, the Company sold a total of
10,000 shares of Dynamic, at a price of $14,608, or a loss of approximately
$5,021. The Company continues to own 79,600 shares of Dynamic. The common
stock of Dynamic is quoted on NASDAQ under the symbol "DYOLF." As of June
21, 1998, the market value of the common stock of Dynamic held by the Company,
was approximately $100,000, based on the bid prices of Dynamic's stock.
Acquisition of Interest in Robbie Claims
In September, 1995, the Company entered in a partnership agreement with
Hi-Tech Exploration, Ltd. ("Hi-Tech"), Hillcrest Mining Company ("Hillcrest"),
and James Fouts ("Fouts"), the Company's President, pursuant to which the
Company, Hillcrest and Fouts each purchased from Hi-Tech a 25% interest in 107
unpatented lode mining claims, known as the "Robbie Claims," for the sum of
$3,566.67 each. The Robbie claims are located within one-half mile of the
Company's Ivanho claims near Elko, Nevada, on Bureau of Land Management land.
These claims are believed to be deep gold prospects. The partnership
agreement requires the parties to maintain the mining claims, and make
required annual payments to the BLM, for a minimum period of 20 years. The
interest held by each of the parties cannot be assigned without approval by
the other partners, and any such assignment shall carry with it the obligation
to share in the annual maintenance of the claims. Each party is required to
notify the other parties on or before June 15 of each year, as to whether such
party will pay his or its share of the required annual fee to the BLM for the
following year. Failure to notify the other parties will result in a default
of such failing party's interest in the claims.
The partners are presently evaluating the Robbie claims, and do not have
any present intention to explore or develop the claims. There was no activity
on these claims during the fiscal year ended March 31, 1997.
La Fonda Investment
For the past several years, the Company has owned a total of 12,000
shares of restricted common stock, or approximately 12% of the presently
outstanding stock, of Corporation de La Fonda, Inc. ("La Fonda"), a New Mexico
corporation which owns and operates the historic La Fonda Hotel in Santa Fe,
New Mexico. During the fiscal year ended March 31, 1998, the Company sold
2,000 shares of La Fonda to La Fonda's principal shareholder, at a price of
$120 per share, or an aggregate of $240,000, and realized a gain of $214,869.
The operations of La Fonda have been profitable for the past several
years. La Fonda reported net earnings, after taxes, of $1,209,831,
$1,177,393, $1,022,451, $990,261 and $1,180,000 for its fiscal years ended
October 31, 1997, 1996, 1995, 1994 and 1993, respectively, as compared to net
earnings, after taxes, of $841,695 for its fiscal year ended October 31, 1992.
The majority of the profits of La Fonda have been reinvested in improvements
to the hotel. Over the past four years, La Fonda has undertaken substantial
renovations and improvements to the hotel, including a major addition to the
hotel, the installation of security, fire sprinkler and heating and cooling
systems, at a cost of several million dollars. In 1991, La Fonda expended
approximately $3,000,000 for the construction of a large banquet hall, which
has received a considerable amount of recognition and national attention.
Similarly, in 1987 and 1988, La Fonda expended in excess of $560,000 to
complete a renovation of its hotel rooms. La Fonda has reported that these
improvements have contributed to the continued operating success of La Fonda.
La Fonda reports that in approximately July, 1998, it will complete a 5
million dolar expansion of the hotel, which will include fourteen luxury
suites, a roof top dining room and an additional meeting room.
During the fiscal years ended March 31, 1998, 1997, 1996, 1995, 1994,
1993, 1992, 1991 and 1990, the Company earned dividend income from its
investment in La Fonda of $10,000, $12,600, $12,000, $15,000, $27,000,
$30,000, $6,000, $38,400 and $36,600, respectively. Dividends during the past
few years have decreased as a result of La Fonda's reinvestment of profits
into improvements in, and expansion of, the hotel, and its decision to reduce
improvement loans before undertaking a future expansion planned for the hotel.
James Fouts, president, is a director and holder of 705 shares of La
Fonda. In addition, Elizabeth B. Fouts has recently been elected a director
of La Fonda. In October, 1989, the Company and the other shareholders holding
a total of approximately 45% of the outstanding common stock of La Fonda,
entered into a Voting Trust Agreement with Samuel Ballen, James Fouts and
James Russell, trustees, under the terms of which all of the voting rights of
La Fonda held by such shareholders were assigned to the trustees until
December 31, 1999. The purpose of the Voting Trust is to protect the assets
of La Fonda and to reduce the likelihood of an unfriendly takeover attempt.
OTHER ACTIVITIES
In the past several years, all of the Company's oil and gas exploration,
development and production has been conducted through various joint ventures
in which the Company is a participant. During the fiscal year ended March 31,
1998, the Company did not conduct any exploration activities, did not
participate in any exploration activities, and did not incur any expenditures
in connection with oil and gas exploration activities.
During the year ended March 31, 1996, the Company's interest in a joint
venture in Oklahoma was written off the Company's books. During the fiscal
year ended March 31, 1989, the Company formed Auric Minerals Corporation, a
wholly-owned Nevada subsidiary, to hold the Company's interest in the Hugoton
Joint Venture, a joint venture organized to acquire oil and gas lease options
in western Oklahoma. In 1989, Petroleum Consultants Energy Corporation
("Petroleum Consultants"), a joint venture partner located in Northfield,
Illinois, assumed control of the joint venture under an arrangement whereby it
agreed to assume all future expenditures of the project in exchange for an
interest in the project equal to its pro rata share of the entire investment
in the project since inception. The Company's interest in the joint venture,
as well as the interest of other parties, was reduced as Petroleum Consultants
expended sums on behalf of the joint venture. The Company held a net revenue
interest of approximately 10% in the joint venture. In 1996, the Company
completely reduced the remaining value of its interest in the joint venture to
zero, to reflect its assessment that there is no realistic recoverable value
in such interest.
EMPLOYEES
The Company has no regularly paid employees. The Company paid The
Fremont Corp., a corporation of which James Fouts is president and a
principal, a total of $9,000 during the fiscal year for secretarial services,
office space and clerical services. In addition, the Company has reimbursed
James F. Fouts for his expenses incurred on behalf of the Company. In the
past, the Company has also engaged the part-time services of others in
connection with exploration work conducted on its mining claims.
ITEM 2. PROPERTIES
NATURAL RESOURCE PROPERTIES
As discussed in "ITEM 1 - BUSINESS", the Company holds interests in
various natural resource properties in Utah, Nevada, California and Oklahoma.
For a more detailed discussion of the Company's interest in these properties
and exploration and development activities relating to such properties,
reference is made to "ITEM 1 - BUSINESS: Business Activities During Fiscal
Year".
SHARES OF LA FONDA
The Company is the holder of 10,000 shares or approximately 9.9% of the
outstanding common stock of Corporacion de La Fonda, Inc., a corporation which
owns the La Fonda Hotel in Santa Fe, New Mexico. (See "ITEM 1 - BUSINESS".)
OKLAHOMA OIL AND GAS INTERESTS
The Company currently has a working interest in one producing oil and gas
well located near Oklahoma City, Oklahoma. This oil well has negligible
reserves and, therefore, no estimates of proved oil and gas reserves is
available or material. Production from the well has declined to a nominal
amount over the past five years. All other oil and gas wells in which the
Company has had a working interest are no longer productive.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings, and
to the best of its knowledge, no such proceedings by or against the Company
have been threatened.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The common stock of the Company is traded in the over-the-counter market.
There is currently a very limited trading market for the Company's common
stock. The Company's shares of common stock are eligible for quotation on the
NASD Electronic Bulletin Board under the symbol "AMLS." The following sets
forth, for the respective periods indicated, the high and low bid prices of
the Company's common stock in the over-the-counter market, based on inter
dealer bid prices, without retail markup, markdown, commissions or adjustments
(which do not represent actual transactions), as reported by the National
Quotation Bureau's "Pink Sheets".
Quarter Ended High Bid Low Bid
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1994 Fiscal Year:
June 30, 1993 $.25 .25
September 30, 1993 .25 .25
December 31, 1993 .25 .25
March 31, 1994 .25 .50
1995 Fiscal Year:
June 30, 1994 $.625 .50
September 30, 1994 .625 .625
December 31, 1994 .625 .625
March 31, 1995 .75 .625
1996 Fiscal Year:
June 30, 1995 $.875 .625
September 30, 1995 .875 .625
December 31, 1995 .875 .625
March 31, 1996 .875 .625
1997 Fiscal Year:
June 30, 1996 $.750 .750
September 30, 1996 .750 .750
December 31, 1996 .750 .750
March 31, 1997 .750 .750
1998 Fiscal Year:
June 30, 1997 $.750 .750
September 30, 1997 1.000 1.750
December 31, 1997 .875 4.000
March 31, 1997 .875 .875
On June 25, 1998, the high and low bid prices quoted by broker-dealer
firms effecting transactions in the Company's common stock, were $.75 and
$.875, respectively.
Since inception, no dividends have been paid on the Company's common
stock, and the Company does not anticipate paying dividends in the foreseeable
future.
At June 25, 1998, there were approximately 720 holders of record of the
Company's common stock.
ITEM 6.
SELECTED FINANCIAL DATA
The following selected financial data of the Company is covered by an
opinion of a certified public accountant and should be read in conjunction
with the financial statements and related notes thereto.
INCOME STATEMENT INFORMATION
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FOR THE YEARS ENDED MARCH 31
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1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total Revenue $39,505 $38,161 $37,481 $40,851 $52,507
Revenues from
natural resource
investments $25,407 $25,492 25,402 25,786 $25,507
Net Income (loss) $214,869 (3,607) (37,662) (12,868) (12,995)
Net Income (loss)
per common share $ .21 (.0037) (.0387) (.0131) ($.0132)
BALANCE SHEET INFORMATION
-------------------------
AS OF MARCH 31
--------------
1998 1997 1996 1995
---- ---- ---- ----
Total Assets $493,622 $272,862 $229,309 $314,694
Long-term
debt 0 0 0 0
Shareholder's
Equity $492,594 $272,213 $228,795 $313,801
Cash dividends
declared per
common share 0 0 0 0
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's current assets as of March 31, 1998, of $264,819,
represents a substantial relative increase in current assets, of $238,716,
over current assets of $26,103 one year earlier. Such increase is
attributable to the sale by the Company of 2,000 shares of La Fonda stock, at
a price of $240,000, and a realized gain of $214,869, during the year.
Similarly, total assets at March 31, 1998, of $493,622, represents an increase
in total assets of $220,760 from total assets of $272,862 one year earlier,
which is also attributable almost entirely to the gain realized from the sale
of the La Fonda stock. As a result, stockholders' equity of $492,594 at March
31, 1998, represents an increase in stockholders' equity of $220,381 from
stockholders' equity of $272,213 at March 31, 1997. As indicated, this
increase is attributable to the realized gain from the sale of the La Fonda
shares.
As a result of the sale of La Fonda shares, resulting in a total of
$264,819 in cash as of March 31, 1998, the Company has significantly improved
its liquidity and capital resources. Nevertheless, the Company continues to
be very limited in its ability to finance any major developments by the
Company. Should the Company decide to become engaged in any exploration
activities in the future, any such exploration or development activities
would, in all likelihood, require substantial additional financing or the
participation of a larger, better-financed company.
RESULTS OF OPERATIONS
During the fiscal year ended March 31, 1998, the Company had total
revenue of $39,505, and expenses of $41,482. In addition, the Company
realized a gain of $214,869 from the sale of La Fonda stock, resulting in net
pre-tax income of $212,892, as compared to a net pre-tax loss of $3,607 for
the fiscal year ended March 31, 1997. The Company's revenue over the past
three years has been modest and fairly constant, consisting largely of mineral
royalty income of $25,000 per year, and dividend income from the Company's La
Fonda shares, ranging from between $10,000 to $12,600. Similarly, expenses
over the past years, exclusive of extraordinary items and one-time losses,
have remained fairly consistent, of between $35,000 to $41,760.
During the fiscal years ended March 31, 1998, 1997, 1996, 1995 and 1994,
operating revenues from the Company's interest in oil wells in Oklahoma was
nominal. The Company received a $25,000 advance royalty payment during the
fiscal year on its leased mining claims in Nevada. Dividend income of $10,000
from the Company's investment in La Fonda during the year represents a a small
decrease from dividend income of $12,600 for the year ended March 31, 1997,
and a small decrease in dividend income from prior years.
Management does not believe that the Company's operations have been more
adversely impacted by inflation than other similar businesses, although
increased expenses have affected the cost of minerals exploration.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are included beginning at
page F-1.
ITEM 9.
CHANGES IN AND DISAGREEMENTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
During the fiscal year ended March 31, 1998, there has been no
disagreement with accountants on any matter of accounting principles or
practices or financial statement disclosure as provided in Regulation S-K,
Item 304.
PART III
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
LIST AND TERMS OF OFFICE
The table below sets forth the name, age, and position of each executive
officer and director of the Company.
Officer or
Name Age Position Director Since(1)
- ---- --- -------- -----------------
James F. Fouts 79 Director, President 1969
and Chief Executive
Officer
Dan Ligino 74 Director and Vice President 1974
Elizabeth F. White 48 Director 1985(2)
Elizabeth B. Fouts 70 Secretary/Treasurer and 1975(2)
Principal Financial
Officer
(1) All directors and executive officers serve for a term of one year or
until their successors are chosen and qualified.
(2) James F. Fouts is the father of Elizabeth F. White and the husband
of Elizabeth B. Fouts. There are no other family relationships among any of
the above-named directors, executive officers, or nominees.
James F. Fouts. Mr. Fouts has been president of the Company since 1975.
From 1969 to 1975, he served as secretary/treasurer of the Company and has
served as director of the Company since its incorporation in 1969. Since 1967
he has also been employed as president of Fremont Corporation, a private
corporation and an affiliate of the Company engaged in holding and managing
investments (chiefly real estate), with its principal office and place of
business in Louisiana. Mr. Fouts graduated from Texas A&M University in 1940
with a bachelor's degree in chemical engineering. From 1940 to 1959, he was
employed as division superintendent for Bariod Division of the National Lead
Company, supervising oil well logging operations in the western United States
and Canada, with headquarters in Casper, Wyoming. From 1940 through 1966, he
was engaged in the business of technical reproduction and oil well log
distribution in Canada and the United States. He is a member of the American
Association of Petroleum Geologists; Intermountain Association of Petroleum
Geologists; and a past vice president of the Wyoming Geological Association.
He was formerly a director of the Rocky Mountain Oil & Gas Association. He is
presently a director of Corporation de La Fonda, an affiliate of the Company
engaged in the hotel business. Mr. Fouts and his wife also own 3,000 shares
of the common stock of La Fonda. Until 1996, Mr. Fouts was a director of High
Plains Natural Gas Company, a pipeline company serving five counties in the
Texas Panhandle.
Dan Ligino. Mr. Ligino has served as vice president and a director of
the Company since 1974. He is and has been for approximately the past sixteen
years a director of State Bank of East Moline, Illinois, and is a director of
the Colona Avenue State Bank in East Moline. He is a retired businessman.
Prior to his retirement, he had 23 years of experience in the Dairy Queen
business; 20 years of experience, including serving as president of Hub City
Implement Company, as a John Deere equipment distributor; and over 25 years of
experience in real estate.
Elizabeth F. White. Mrs. White as been a director of the Company since
1985. She graduated from Newcomb College of Tulane University, New Orleans,
Louisiana, in 1971. She was employed by Traveler's Insurance Company for five
years, where she was resident agent at Houma, Louisiana specializing in
investigations in oil exploration and offshore drilling accidents. In 1977,
she moved with her family to California and presently resides in Monte Sereno,
California with her husband and two children. She has founded, owned and
operated a successful business importing and selling European chocolate candy.
Since 1981, she has been a computer consultant for children's education and
has had several children's programs authored by her published. She has
consulted for Apple Computer and has served on the Apple Computer Grant
Committee. Mrs. White was a director of a science and computer school located
in San Jose, California. Mrs. White was a partner in Empower-Net, a business
consulting firm. Presently, Mrs. White is an instructor in AVATAR, a business
and personal development program.
Elizabeth B. Fouts. Mrs. Fouts has served as secretary/treasurer of the
Company since 1975. She is a graduate of Newcomb College of Tulane
University, New Orleans, Louisiana. She obtained a master of science degree
in psychology from Northeast Louisiana University of Monroe, Louisiana. For
a period of fifteen years until July, 1987, when she retired, she was employed
as a psychology consultant by the County School System of Ouachita Parish to
July 1987. In December, 1993, Mrs. Fouts was elected a director of La Fonda.
Mrs. Fouts is also secretary/treasurer for Fremont Corporation, an affiliate
of the Company, and has held similar positions in other companies.
ITEM 11.
EXECUTIVE COMPENSATION
REMUNERATION DURING FISCAL YEAR
During the fiscal year ended March 31, 1997, no officer or director
received compensation exceeding $60,000.
The following table sets forth the compensation paid by the Company
during the fiscal year to all officers and directors as a group:
Name/Position Cash Compensation*
------------- ------------------
All officers and directors as
a group (5 persons) $10,797*
* Consists of $9,000 paid to Fremont Corporation, a corporation of
which James Fouts is an officer and principal shareholder, for office use and
bookkeeping, secretarial and clerical services; and $1,797 paid in directors'
fees.
The directors are compensated $500 per year for board membership, and are
paid $100 per meeting attended, plus expenses. The Company has held only one
formal board meeting per year for the past several years.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table shows, as of June 25, 1998, the number of shares of
common stock, par value $.01, of the Company owned of record or beneficially
by each person who owned of record, or was known by the Company to own
beneficially, more than 5% of the Company's common stock, and the name and
shareholdings of each officer and director, and all officers and directors of
the Company as a group:
Amount and Nature of Ownership(1)
Sole Voting Shared
and Voting and Percent
Name of Person Investment Investment of
or Group Power Power Class(1)
- -------------- ---------- ---------- --------
Principal Shareholders:
- ----------------------
Alan E. Fouts(2)(4) 172,080 17.48
4002 Bon Aire Drive
Monroe, Louisiana 71203 12,800(2) 1.30
Donovan B. Fouts(2)(4) 121,250 12.32
4002 Bon Aire Drive
Monroe, Louisiana 71203 0 0.00
James F. Fouts(2)(4) 43,462 4.41
4002 Bon Aire Drive
Monroe, Louisiana 71203 76,250(3) 7.75
Elizabeth B. Fouts(2)(4) 9,875 0.10
4002 Bon Aire Drive
Monroe, Louisiana 71203 76,250(3) 7.75
Dan Ligino 104,175 10.58
1407 19th Street
East Moline, IL 61244 43,500(5) 4.42
Elizabeth F. White(2)(4) 147,900 15.02
243 Via la Posada
Los Gatos, CA 95030 0 0.00
Officers and Directors:
- ----------------------
James F. Fouts ---------------See Above-----------
Elizabeth B. Fouts ---------------See Above-----------
Dan Ligino ---------------See Above----------
Elizabeth F. White ---------------See Above----------
All officers and directors 305,412 31.02
as a group
(4 persons)(3)(4)(5) 119,750(3) 12.16
(1) The percentages are calculated based on the number of outstanding
shares (1,000,056) of the Company as of the Record Date, after deducting a
total of 15,511 shares held by the Company in treasury.
(2) Alan E. Fouts, Donovan B. Fouts and Elizabeth F. White are the
sons and daughter, respectively, of James F. Fouts and Elizabeth Fouts,
husband and wife.
(3) Consists of 76,250 shares owned directly by James F. Fouts and
Elizabeth B. Fouts, his wife, in joint tenancy.
(4) In addition to the beneficial stock ownership of Mr. Fouts and
his immediate family, described above, other relatives of Mr. Fouts own the
following interests: 12,800 shares owned by a brother; 800 shares owned by a
sister; and 38,175 shares owned by a brother-in-law. No agreement or
understanding exists with respect to the voting of these shares; however, it
is anticipated that they will be voted as Mr. Fouts recommends or that Mr.
Fouts will be designated as proxy with respect to the shares.
(5) These shares are held in joint tenancy by Mr. Ligino and his
brother.
There are no arrangements known to the Company the operation of which may
at a subsequent date result in a change of control of the Company.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the past, the Company has employed officers and principal shareholders
in the performance of exploration work on its mineral claims and in evaluating
new properties. Compensation paid in connection with these services has been
determined by the Company to compare favorably with amounts which could be
expected to be paid to third parties. No amounts were paid during the last
fiscal year.
No director, officer, nominee for director, or any associate of such
director, officer or nominee, has been indebted to the Company at any time
during the past several fiscal years.
The Company owns 10,000 shares or approximately 9.9% of the outstanding
common stock of Corporacion de La Fonda. James F. Fouts, President, is also a
shareholder and director of Corporation de La Fonda. Because of these
relationships, any transaction between the Company and this entity cannot be
deemed to be at arm's length.
In September, 1997, the Company granted options to its officers and
directors, authorizing each officer and director to purchase up to 15,000
shares of the Company's common stock at an exercise price of $.65 per share.
These options expire in September 1999, if not previously exercised. The
grant of these options cannot be considered to be result of arms' length
negotiations. All unexercised options previously granted to officers and
directors, have expired.
During the fiscal year ended March 31, 1996, the Company entered into a
partnership agreement whereby the Company acquired a 25% interest in the
"Robbie Claims," 107 unpatented mineral claim owned by Hi-Tech Exploration, at
a cost of $3,567. James F. Fouts, the Company's President, also acquired a
25% interest in such mining claims in the same transaction, at the same cost.
Therefore, this transaction cannot be considered the result of arms' length
negotiations.
During the fiscal year ended March 31, 1998, the Company's President,
James F. Fouts, loaned to the Company the sum of $5,000, which was
subsequently repaid in full. During the fiscal year ended March 31, 1997, Mr.
Fouts, loaned to the Company the sum of $13,000. This loan was repaid,
without interest, prior to the end of the fiscal year ended March 31, 1997.
PART IV
ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
A. INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
The index (table of contents) to the financial statements and schedules
appears at page 18.
B. EXHIBITS:
None.
C. REPORTS ON FORM 8-K
During the fiscal year ended March 31, 1998, the Company did not file any
reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
REGISTRANT:
AURIC METALS CORPORATION
By /s/ James F. Fouts
-------------------
James F. Fouts, President
Date: June _____, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ James F. Fouts Director and President Date: June 26, 1998
------------------ (Principal Executive Officer)
James F. Fouts
/s/ Elizabeth B. Fouts Secretary-Treasurer Date: June 26, 1998
- ---------------------- (Principal Financial Officer)
Elizabeth B. Fouts
/s/ Dan Ligino Vice President and Director Date: June 26, 1998
- --------------
Dan Ligino
/s/ Elizabeth F. White Vice President and Director Date: June 26, 1998
- ----------------------
Elizabeth F. White
AURIC METALS CORPORATION AND SUBSIDIARY
TABLE OF CONTENTS
Report of Independent Accountants. 1
Consolidated Balance Sheets for the years ended
March 31, 1998 and 1997. 2
Statements of Consolidated Income for the years
ended March 31, 1998, 1997 and 1996 3
Statement of Consolidated Stockholders' Equity for
the years ended March 31, 1998, 1997 and 1996. 4
Statements of Consolidated Cash Flows for the years
ended March 31, 1998, 1997 and 1996. 5
Notes to Financial Statements. 6 - 10
<Letterhead of Andersen Andersen & Strong, L.C., 941 East 3300 South, Suite
202, Salt Lake City, Utah 84106, appears here>
REPORT OF INDEPENDENT ACCOUNTANTS
Shareholders and
Board of Directors
Auric Metals Corporation
We have audited the accompanying balance sheets of Auric Metals
Corporation as of March 31, 1998 and 1997, and the related statements of
income, stockholders' equity, and cash flows for the years ended March 31,
1998, 1997 and 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as will as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Auric
Metals Corporation as of March 31, 1998 and 1997, and the results of its
operations and its cash flows for the years ended March 31, 1998, 1997 and
1996, in conformity with generally accepted accounting principles.
/s/ Andersen Andersen & Strong
Salt Lake City, Utah
June 23, 1998
AURIC METALS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND 1997
1998 1997
---- ----
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 264,819 $ 26,103
---------- ---------
Total Current Assets 264,819 26,103
---------- ---------
INVESTMENTS:
Marketable equity securities (Notes 3) 99,500 92,010
Other investments (Note 3) 129,224 154,356
---------- ---------
228,724 246,366
---------- ---------
PROPERTY AND EQUIPMENT AT COST
Equipment 1,573 1,573
---------- ---------
1,573 1,573
Accumulated depreciation (1,494) (1,180)
---------- ---------
79 393
---------- ---------
$ 493,622 $ 272,862
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accrued liabilities $ 1,028 $ 649
---------- ---------
Total current liabilities 1,028 649
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value;
Authorized: 25,000,000 shares
Issued: 1,000,000 shares
(including treasury stock) 10,000 10,000
Additional paid-in capital 342,847 342,847
Unrealized loss on securities
available for sale (Note 3) ( 56,751) ( 64,241)
Accumulated earnings (deficit) 206,473 ( 6,418)
Common stock in treasury at cost
15,511 shares ( 9,975) ( 9,975)
---------- ---------
492,594 272,213
---------- ---------
$ 493,622 $ 272,862
========== =========
The accompanying notes are an integral part of these
consolidated financial statements
AURIC METALS CORPORATION AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
1998 1997 1996
--------- -------- --------
REVENUES:
Oil and gas sales $ 407 $ 492 $ 402
Mineral royalty 25,000 25,000 25,000
Interest income 4,098 69 79
Dividends 10,000 12,600 12,000
--------- -------- --------
39,505 38,161 37,481
--------- -------- --------
EXPENSES:
Loss sulfur mine interest - - 15,750
Mineral exploration - 3,614 -
Mineral claims leasing 6,639 2,900 2,900
Valuation allowance, unproved
property - - 19,443
Depreciation 315 314 315
Legal and accounting 6,299 5,978 5,234
Travel and lodging 7,875 7,124 4,382
Directors' fees 1,797 2,396 2,396
Office expense (Note 5) 9,000 12,000 12,000
General and administrative 9,557 7,442 7,702
--------- -------- --------
41,482 41,768 70,122
--------- -------- --------
OTHER INCOME (EXPENSE)
Gain (loss) on sale of securities 214,869 - ( 5,021)
--------- -------- --------
INCOME (LOSS) BEFORE INCOME TAX 212,892 ( 3,607) ( 37,662)
Provision for taxes on income 69,423 - -
Tax benefit from loss carryover ( 69,423) - -
--------- -------- --------
NET INCOME (LOSS) $ 212,892 $( 3,607) $( 37,662)
========= ========== =========
NET INCOME (LOSS) PER COMMON SHARE $ .22 $ - $( .04)
========= ========== =========
NET INCOME (LOSS) PER COMMON SHARE-
ASSUMING DILUTION $ .21 $ - $( .04)
========= ========== =========
Weighted average number of shares
outstanding (excluding
treasury stock) 984,489 984,489 972,668
========= ========== =========
Weighted average number of shares 984,489 984,489 972,668
Dilutive effect of options 13,442 - -
--------- ---------- ---------
Diluted average number of shares 997,931 984,489 972,668
========= ========== =========
The accompanying notes are an integral part of these
consolidated financial statements
AURIC METALS CORPORATION AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
<TABLE>
Net Unrealized
Gain (Loss) on
Accumulated Securities
Stock Stock Paid-in Earnings Treasury Tresury Available
Shares Amount Capital (Deficit) Shares Amount For Sale
--------- ------- -------- -------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE MARCH 31, 1995 1,000,000 $10,000 $342,847 $34,851 13,011 $(8,225) $( 65,672)
Net loss year ended
March 31, 1996 - - - (37,662) - - -
Net change in unrealized loss on
securities available for sale - - - - - - ( 45,594)
Purchase of treasury stock - - - - 2,500 (1,750) -
--------- ------- -------- -------- ------ -------- --------
BALANCE MARCH 31, 1996 1,000,000 10,000 342,847 ( 2,811) 15,511 (9,975) (111,266)
Net loss year ended
March 31, 1997 - - - ( 3,607) - - -
Net change in unrealized gain
(loss) on securities available
for sale - - - - - - 47,025
--------- ------- -------- -------- ------ -------- --------
BALANCE MARCH 31, 1997 1,000,000 $10,000 $342,847 $( 6,418) 15,511 $(9,975) $( 64,241)
Net income year ended
March 31, 1998 - - - 212,892 - - -
Net change in unrealized loss
on securities available for sale - - - - - - 7,490
--------- ------- -------- -------- ------ -------- --------
BALANCE MARCH 31, 1998 1,000,000 $10,000 $342,847 $206,474 15,511 $(9,975) $ (56,751)
========= ======= ======== ======== ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
AURIC METALS CORPORATION AND SUBSIDIARY
STATEMENT OF CONSOLIDATED CASH FLOWS
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
1998 1997 1996
--------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 212,892 $( 3,607) $(37,662)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion, amortization
and valuation allowance 314 314 19,758
Equity in partnership loss - - 12,183
(Gain) loss on sale of investment securities (214,869) - 5,021
Increase (decrease) in accrued liabilities 379 135 ( 379)
--------- -------- --------
Total adjustments (214,176) 449 36,583
--------- -------- --------
Net cash (used) by operating activities ( 1,284) ( 3,158) ( 1,079)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds for sale of investment securities 240,000 - 14,608
--------- -------- --------
Net cash provided by investing activities 240,000 - 14,608
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock - - ( 1,750)
Short-term borrowings 5,000 13,000 -
Short-term loan payments ( 5,000) (13,000) -
--------- -------- --------
Net cash (used) by financing activities - - ( 1,750)
--------- -------- --------
NET INCREASE (DECREASE) IN CASH AND
EQUIVALENTS 238,716 ( 3,158) 11,779
Cash and equivalents, beginning of period 26,103 29,261 17,482
--------- -------- --------
Cash and equivalents, end of period 264,819 $ 26,103 $ 29,261
========= ======== ========
The accopanying notes are an integral part of these
consolidated financial statements
AURIC METALS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
(1) Operations:
----------
Auric Metals Corporation (the "Company") was incorporated in Utah in May of
1969 to engage in mineral exploration. In 1985, the Company became a Nevada
corporation by merging with a wholly-owned Nevada corporation created solely
for the purpose of changing the Company's state of domicile. In subsequent
years, the Company has also engaged in oil and gas exploration, development
and production activities. The Company holds working interests in various
patented and unpatented mining claims in the Tintic Mining District of Utah.
The Company leases mining claims near Elko, Nevada from Hillcrest Mining
Company of Denver and has subleased the claims to United States Steel
Corporation. The Company presently holds a working interest in one oil and gas
well near Oklahoma City, Oklahoma which provides nominal revenue.
(2) Significant Accounting Policies:
-------------------------------
Cash Equivalents:
- ----------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months to be cash
equivalents.
Principles of consolidation:
- ---------------------------
The consolidated financial statements include the accounts of Auric Minerals
Corporation. Intercompany accounts and transactions have been eliminated in
consolidation.
Investment securities
- ---------------------
Management determines the appropriate classification of investment securities
at the time they are acquired and evaluates the appropriateness of such
classification at each balance sheet date. Available-for-sale securities
consist of marketable equity securities not classified as trading securities.
Available-for-sale securities are stated at fair value, and unrealized holding
gains and losses, net of the related deferred tax effect, are reported as a
separate component of stockholders; equity.
Investment in unconsolidated affiliates:
- ---------------------------------------
Investments in affiliated companies in which ownership is 20% or more are
carried at the Company's original cost plus equity in earnings since date of
acquisition.
Investments in less than 20% owned affiliates are carried at cost or estimated
net realizable amounts, whichever is lower.
(2) Significant Accounting Policies - continued:
-------------------------------------------
Mining:
- ------
Exploration and development expenditures are generally charged to expenses as
incurred until a decision is made to develop a mineral reserve. Expenditures
to bring new properties into production and major expenditures of a
nonrecurring nature are deferred and amortized ratable over production
benefitted. Expenditures for continuing development required to maintain
production are charged to expenses as incurred.
Depreciation:
- ------------
Equipment is recorded at cost and depreciated on a straight-line method over a
five year estimated useful life.
(3) Investments consist of the following at March 31, 1998 and 1997:
---------------------------------------------------------------
Robbie claims investment
- ------------------------
The Company acquired a 25% interest in the "Robbie" gold prospect claims owned
by Hi-Tech Exploration at a cost of $3,567. The Company's President, Mr.
James F. Fouts is also an owner of a 25% interest in these claims.
LaFonda investment
- ------------------
The Company owned, as of March 31, 1998, 10,000 shares of the common stock of
Corporacion De La Fonda, Inc., or approximately 10% of that company's
outstanding shares. De La Fonda, Inc. is a New Mexico hotel operation. Prior
to 1984, the Company owned more than 20% of De La Fonda and accounted for its
investment by the equity method. Since 1983, the Company's investment has
been less than 20% and the cost method of accounting has been used. The
carrying value of the investment includes $102,648 of cumulative undistributed
earnings of La Fonda added to the investment under the equity method. Income
taxes have been recognized under the assumption that undistributed earnings
would eventually be distributed as dividends, thereby qualifying for
dividends-received deductions. If the undistributed earnings are eventually
received in taxable transactions other than as dividends, an unrecognized tax
of approximately $34,900 under current rates could result. During the current
fiscal year, the Company sold 2,000 shares of LaFonda for a gain of $214,869.
(3) Investments - continued:
-----------------------
The Company's equity in the underlying net assets of La Fonda exceeds the
carrying value of the investment. Since the Company's President, Mr. James F.
Fouts, has positions, interests or shareholdings, in La Fonda, any transaction
between the Company and this entity cannot be deemed to be at arm's length.
1998 1997
---- ----
Robbie claims investment $ 3,567 $ 3,567
LaFonda investment 125,657 150,789
-------- --------
Other investments $129,224 $154,356
======== ========
Dynamic Oil Ltd.
- ----------------
Effective April 1, 1994, the Company adopted SFAS No. 115 on accounting for
certain investments in debt and equity securities. This new standard requires
that available-for-sale investments in securities that have readily
determinable fair values be measured at fair value in the balance sheet and
that unrealized holding gains and losses for these investments be reported in
a separate component of stockholders' equity until realized. At March 31,
1998 and 1997 marketable investments classified as available for sale included
the following:
1998 1997
---- ----
Dynamic Oil Ltd. shares at cost $ 156,251 $ 156,251
Gross unrealized holding loss 56,751 64,241
--------- ---------
Dynamic Oil Ltd. at fair value $ 99,500 $ 92,010
========= =========
No sales of Dynamic Oil were made in 1998 or 1997.
(4) Stock options:
-------------
Following is a summary of activity under all stock option plans for the
threeyear period ended March 31, 1998:
Option Price
------------
Number of Per
Shares Share Total
-------- ----- -------
Balance at April 1, 1995 48,000 $.60 $28,800
No activity - -
-------- ----- -------
Balance at March 31, 1996 48,000 28,800
Expired (48,000) (28,800)
-------- ----- -------
Balance at March 31, 1997 - -
Granted 60,000 .65 39,000
-------- ----- -------
Balance at March 31, 1998 60,000 .65 $39,000
======== ===== =======
(4) Stock options - continued:
-------------------------
The Company has adopted FASB statement No. 123, "accounting for Stock-Based
Compensation" as of April 1, 1996. Statement 123 allows for the Company to
account for its stock option plans in accordance with APB Opinion NO. 25,
"Accounting for Stock Issued to Employees" using the intrinsic value method.
In September 1997 the Company granted options to officers and directors
permitting each to purchase 15,000 shares at $.65 per share. Options expire in
September 1999.Had compensation cost for the Company's stock-based
compensation plan (60,000 options granted to officers and directors in 1997)
been determined based on the fair value at the grant date consistent with the
method of FASB Statement 123, the Company's net income and earnings per share
would have been reduced to the proforma amounts indicated below:
1998
--------
Net income As reported $212,892
Pro forma $182,786
Primary earnings per share As reported $ .22
Pro forma $ .19
Fully diluted earnings per
Share As reported $ .21
Pro forma $ .18
The fair value of each option grant is estimated on the date using the
BlackScholes option-pricing model, with the following weighted average
assumptions used for grants in fiscal year 1998: dividend yield of 0.0%,
expected average annual volatility of 102%, average annual risk-free interest
rate of 6.0%, and expected lives of three years.
(5) Related party transactions:
--------------------------
The amounts paid to officers and directors have not been, in any sense,
negotiated at arm's length. Payments of $9,000 were made during the current
fiscal year to The Fremont Corp., a corporation in which the Company's
president is principal shareholder. These payments are for office use,
bookkeeping and clerical services. Refer to Note (3) for additional related
party transactions related to the Robbie claims investment and the LaFonda
investment. During the current fiscal year, the Company borrowed $5,000 from
its President, Mr. James F. Fouts. The loan was repaid during the same year.
(6) Federal and state income tax:
----------------------------
Effective April 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. The cumulative effect of the
change in accounting principle is immaterial. At March 31, 1998, the Company
had, for federal tax reporting purposes, an operating loss carryforward of
approximately $42,000. This carryforward begins to expire in 2010. No benefit
has been reported in the financial statements, however, because the Company
believes there is at least a 50% chance that the carryforward will expire
unused. Accordingly, the tax benefit of the loss carryforward has been offset
by a valuation allowance of the same amount.
(7) Commitments and contingencies:
-----------------------------
The Company is required to pay the Bureau of Land Management $100 annually on
29 leased mining claims for $2,900. Additionally the Company pays Hi-Tech
Exploration $3,567 annually for its 1/3 share of 107 leased BLM mining claims.
Rates are subject to change and failure to pay results in loss of mining
rights. The payments to BLM are in lieu of assessment work which was required
previously. The leases are cancelable annually upon notice to lessor.
(8) Fair values of financial instruments:
------------------------------------
The Company estimates that the fair value of all financial instruments at
March 31, 1998 and 1997 does not differ materially from the aggregate carrying
values of its financial instruments recorded in the accompanying balance
sheets.
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<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 264,819
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0
0
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