Item 1. Business. ------- ---------
Discontinuance of Operations
The Company's uranium mining and milling activities were discontinued in 1982 as a result of the depressed market price for uranium concentrate. In 1984 the Company began reclamation of its milling site, as required by federal and state law. In 1988, the Company decommissioned its uranium mill and began reclamation of the mill site.
In 1990 the Company shifted its efforts from uranium, for which the market price remained depressed, to the new and developing industry of byproduct material disposal for various uranium ore processors. The Company fulfilled several such disposal contracts between 1990 and 1993.
After extensive marketing efforts, it became apparent that the byproduct disposal business would not produce revenues adequate to sustain the Company's operations unless it raised adequate capital for expanding the byproduct disposal business into a large commercial byproduct disposal operation. The Company's efforts in 1992 and 1993 to raise additional capital from investors were not successful. Starting in 1993, the Company advertised its mining properties for sale to raise funds for development of the commercial disposal operation through a sale of its principal asset, the Peach mining properties.
The Company's efforts to sell its mining properties in 1993 and early 1994 were not successful. While potential purchasers continued to express interest through early 1994, the Company did not receive any offer greater than the amount of the debt due to Cycle Resource Investment Corporation (CRIC) that was secured by a mortgage against the properties. Inability to sell the mining properties, lack of capital, and lack of revenues from both its uranium properties and its byproduct disposal business deprived the Company of operating capital. The mining properties were the only major asset of the Company, and selling them to raise working capital was the Company's only remaining means to stay in business. The Company determined to discontinue business operations during May 1994, to liquidate its miscellaneous property, and to pay its current liabilities and other expenses associated with an orderly closing of business operations. Because of the Company's continuing liabilities for cost overruns that may be incurred by the state of Wyoming in reclaiming the Company's mining site, the Company has no plans to pursue other business activities.
Marketability of Common Stock
Effective May 9, 1994, the Company's common stock was delisted and removed from the NASDAQ Small Cap Market. There is no regular trading market for the Company's common stock. Isolated trades may occur on the electronic bulletin board.
Development of Business Before Discontinuance in 1994
American Nuclear Corporation, the Company, was incorporated in 1955 as one of the first uranium exploration companies formed after the commercial importance of uranium as a source of energy and fuel was realized. The Company acquired uranium mining properties by locating mining claims and purchasing other mining claims.
Uranium Mining for Atomic Energy Commission and Others
Starting in 1959 the Company was engaged, with its partner, Federal Resources Corporation, in mining and milling uranium concentrates in the Gas Hills area in central Wyoming for sale to the U.S. Atomic Energy Commission and various utilities that supply electricity. The mining was conducted by open pit surface mining. The mill was also operated on a custom basis to mill uranium ores for other uranium producers. The Atomic Energy Commission discontinued purchases in 1971 when its inventory goals and strategic plans were met and a United States uranium industry had been created. The partnership continued to operate its mill for producing its own properties and custom milling of uranium ores for other producers for sales to commercial users.
Expansion of Uranium Industry in the 1970's
The modern uranium industry was shaped in the 1970s in response to growth in nuclear power generation by utilities. The embargoes of imports of foreign oil in the early 1970s caused an energy crisis in the United States and resulted in increased construction of nuclear power plants and plans for more plants. Demand for uranium increased significantly from spot prices for short-term deliveries of less than $10 per pound of uranium concentrate in 1971 to more than $40 per pound by 1978.
Tennessee Valley Authority Agreements
In 1972 the Company entered into an arrangement with the Tennessee Valley Authority (TVA), an agency wholly owned by the United States, for
the joint acquisition of uranium properties to be produced for use by TVA to fuel its nuclear power plants. In 1973 Federal American Partners leased its mining properties to TVA. From 1979 through 1982, the partnership mined its properties and milled its ores for TVA. In the late 1970's annual production reached a level of 1.2 million pounds of uranium concentrates per year. TVA discontinued the operations in 1982 because world-wide production of uranium concentrates exceeded demand and it cost less to purchase from inventoried uranium stocks than to mine and mill. A total of 14.5 million pounds of uranium concentrates had been produced through the mill over its operating life.
Termination of Tennessee Valley Authority Agreements
In 1984 the Company acquired the uranium mill and associated lands from the partnership, and it also acquired approximately one-half of the uranium lands it had jointly held and explored with TVA. These lands, consisting of approximately 2,700 acres of uranium properties, are known as the Peach properties. In May 1994 when the Company discontinued business, the Peach properties were the Company's only principal asset. They were subject to a mortgage held by Cycle Resource Investment Corporation (CRIC), which commenced foreclosure in November 1995. The Company subsequently lost title to the Peach properties as a result of that foreclosure and the transfer of its equity of redemption.
In 1984 TVA also placed approximately $3.8 million cash in a $4.1 million reclamation bond fund with the Wyoming Department of Environmental Quality (DEQ) to assure the DEQ and the U.S. Nuclear Regulatory Commission (NRC) that the reclamation obligations of TVA, the Company and the partnership for the mill site would ultimately be performed. The Company began reclamation of the land at the mill site in 1984. TVA also entered into a management agreement with the Company under which, in exchange for management fees, the Company closed the mining operations, returned leased mining equipment, and sold the other mining equipment for TVA's account. The Company's entire financial obligation to TVA for the Company's cost of acquiring and exploring its interests in the uranium properties was eliminated.
Status of Uranium Business
After the Tennessee Valley Authority terminated its mining activities in 1982 that were conducted through the Company's partnership called Federal American Partners, the Company has ceased to be engaged in mining or milling uranium. The Company identified significant quantities of uranium resources in the ground among its uranium properties, but market prices were never adequate thereafter to enable the properties to
be economically mined. The market for uranium remained low, and it was still not economically feasible to mine the Company's uranium properties at those prices. Imports of foreign uranium at low prices, especially from Russia and Canada, and excess inventories of uranium were the primary factors that dampened prices to a low of approximately $7.15 per pound in 1991. In 1993 and 1994, spot prices for short-term deliveries of uranium were approximately $9.50 per pound. In efforts to generate working capital, the Company, during the fourth quarter of 1993, offered its mineral properties for sale. No purchase offers that exceeded the CRIC debt against the properties were received. Therefore, in May 1994 the Company discontinued all its business operations due to lack of operating capital. For a more complete discussion of the uranium properties formerly held by the Company, see Item 2, Properties.
Reclamation of Mill Site and Tailings Ponds
Based upon the Company's determination in 1988 that use in the future of its uranium processing mill would not comply with the revised licensing requirements of the NRC, the Company began demolition of the mill in 1988 and completed that work in 1989. Before the Company's discontinuance of operations in 1994, the Company had undertaken substantial reclamation work on the mill site as required by the NRC and the DEQ. The mill and associated buildings were dismantled and the building materials were buried in one of the two adjacent tailings ponds where the processed ores produced by the mill (mill tailings) were impounded after milling. The mill tailings in the two impoundments were graded by earth moving equipment into mounds covering approximately 40 and 80 acres respectively. A cover of native earth was placed over the mounds of mill tailings, and the tailings piles were allowed to settle and compact naturally. The reclamation work is not complete and includes filling and shaping the side slopes of the tailings piles to such a grade as to preclude erosion of the soil cover that would allow erosion of the tailings, placing a final cover of earth over the tailings to limit emission of radon gas into the atmosphere to meet Environmental Protection Agency (EPA) standards, applying erosion protection to the piles and associated drainages, and revegetating and fencing the site.
Byproduct Material Disposal
Starting in 1990 the Company shifted most of its efforts to a developing industry of byproduct material disposal. Byproduct material consists of waste generated from ores processed by others for their uranium or thorium content. Federal regulations require the generators of these low level radioactive materials to dispose of them in licensed depositories.
In part because the Company's mill site was undergoing reclamation work to stabilize the mill tailings, which are low level radioactive materials, the NRC initially granted permission in the fall of 1990 for the Company to accept byproduct materials totaling 1,100 cubic yards from four generators under four specific waste disposal contracts. After the NRC authorized receipt of the initial byproduct material, the NRC amended the Company's license in September of 1991 to authorize it to receive and dispose of an additional 12,500 cubic yards of material from other sources.
The material terms of the disposal contracts that were completed by the Company required the generator of the byproduct materials to deliver them to the Company's mill site. The byproduct material was placed on the surface of the mill tailings impoundment number one, compacted and covered with an interim cover of native soils. The addition of the byproduct materials reduced the volume of earthen fill material that ultimately must be placed on the mill tailings to meet the reclamation design requirements.
The income received on account of past disposal contracts generated revenues for the Company of $322,624, $318,814, and $120,352 from operations in 1993, 1992, and 1991, respectively. These contracts were completed, and there were no disposal revenues in 1994 or thereafter.
During May 1994 the Company notified the NRC and the DEQ that it was discontinuing all business operations and would be unable to perform under the approved reclamation plan. All byproduct disposal activities, which had been conducted as part of the approved reclamation work, were discontinued at that time.
Abandonment of Efforts to License Commercial Byproduct Disposal
During 1993 the Company abandoned its efforts to obtain new licenses from the NRC and DEQ to establish a commercial byproduct disposal business near its mill site that was undergoing reclamation. In order to complete the environmental studies required for the new licenses, continue to pursue its license applications, and take other steps for opening such a business, the Company sought to raise $5 million to $8 million through private placements of its common stock. When this effort proved unsuccessful in 1993, the Company terminated further efforts to enter the commercial byproduct disposal business.
Termination of Byproduct Disposal and Discontinuance of Business
The Company did not realize adequate revenues from its byproduct disposal business commenced in 1990 to fund its operations. Since 1991
the Company relied for a large part of its operating capital upon loans by Cycle Resource Investment Corporation (CRIC), holder of approximately 30 percent of the Company's outstanding stock. The Company was unable to obtain additional loans from CRIC or any other source after 1993. The Company's efforts to raise capital by placement of its common stock were unsuccessful. The Company was not able to obtain joint ventures or long-term supply contracts for exploitation of its uranium properties in the future when market prices for uranium were expected to be higher.
In efforts to repay its loan to CRIC and to raise additional capital to continue its reclamation work over the next several years as required by law, the Company in 1993 offered its uranium properties for sale. Through May 1994, several prospective buyers expressed interest in purchasing the uranium properties, but no purchase offers were received that were greater than the CRIC debt. The uranium properties could not be sold under those circumstances.
Due to the lack of a sale of its uranium properties and limited operating capital, the Company was compelled to discontinue all business operations during May 1994. At the time the Company discontinued business operations, it was unable to continue required reclamation work at the level required by law. The DEQ declared the Company in default of its reclamation obligations and began reclamation bond forfeiture proceedings against the Company. These proceedings resulted in forfeiture of the bond fund of $3,213,255 to the State of Wyoming in October 1994. The Company has continued to monitor the reclamation site, as ordered by the NRC and required by the terms of the NRC license. The Company expects that reclamation of the mill site will ultimately be performed by the DEQ to the extent of the available funds. The state of Wyoming has assumed certain NRC license obligations under conditions that limit its ultimate liability. The Company will continue to be the licensee and responsible for all NRC license monitoring requirements. By statute the DEQ may hold the company liable for any reclamation costs incurred by the DEQ in excess of the forfeited bond amount. The total reclamation cost for which the Company remains obligated will not be known for several years until reclamation work is completed.
Financial Information About Industry Segments
In 1991 the Company entered into the business of uranium byproduct material disposal. Between 1982 and that time, the Company's only Business was winding down its former mining operations with the partnership and TVA and maintaining its uranium properties with the intent of eventually producing uranium concentrate.
Before it discontinued its business operations in May 1994, the Company had no foreign operations or export sales. It had not segregated its business activities into geographic areas within the United States except to the extent that its operations were located within Wyoming.
Potential Unasserted Reclamation Liabilities
The Company's reclamation work and its discontinued byproduct materials disposal business activities were and are highly regulated by the NRC and Wyoming DEQ, which have licensing authority and jurisdiction. The Company's reclamation fund of $3,213,255 was declared forfeited by the DEQ in 1994 and acquired by the DEQ to be applied to the reclamation costs of the mill site. Even though the Company discontinued its business operations in May 1994, it remains liable for completion of the reclamation and the cost of any reclamation work that is not funded by the bond fund and other funds of the Company transferred to the state of Wyoming.
Employees
As of December 31, 2000, the Company had no employees.
Item 2.
Item 2. Properties ------- ----------
The Company has no property holdings. The Peach properties previously held by the Company consisted of unpatented mining claims located on the public domain of the United States in the Gas Hills area of central Wyoming. The Company had been unable to mine the properties or sell them to another uranium producer because of the continued low market price for uranium.
The Peach properties, which were previously the Company's major asset, were subject to a mortgage given to secure a loan made by Cycle Resource Investment Corporation (CRIC). The Company was unable to pay the loan, and in 1995 CRIC instituted foreclosure against the Peach properties. The foreclosure sale was held in November 1995, and CRIC was the high bidder at the foreclosure sale, bidding the principal loan amount of $2,031,200 plus interest and costs. In 1996, before the end of the Company's right to redeem the properties from foreclosure for a total redemption price of approximately $3,000,000, which would have finally terminated all interest of the Company in the Peach properties, the Company transferred its interest in the properties, including its right to redemption, for approximately $146,000.
Item 3.
Item 3. Legal Proceedings. ------- -----------------
There are no legal proceedings pending against the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders. ------- ---------------------------------------------------
No matters for decision were submitted to a vote of shareholders during the year ended December 31, 2000.
PART II ------- Item 5.
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters. ------- -------------------------------------------------
Through January 1994 the common stock of the Company was traded over-the-counter on the NASDAQ national market system. Effective February 1, 1994 the Company's common stock began trading on the NASDAQ small cap market under the symbol ANUC. Effective May 9, 1994 the Company's common stock was delisted and removed from the NASDAQ small cap market. Trades between market makers may occur on the over the counter bulletin board. The range of high and low sales prices of the stock for each calendar quarter period during the past three years through May 9,1994, as quoted by NASDAQ, are given in the following table. The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.
Price Ranges (closing bid) For Calendar Years Ended December 31 ----------------------------------- 2000 1999 ----------- ------------ Low High Low High ---- ---- ---- ---- First Quarter ..... Unknown 0.02 0.05 Second Quarter ..... Unknown 0.02 0.05 Third Quarter ..... Unknown 0.02 0.05 Fourth Quarter ..... Unknown 0.02 0.05
(a) The low and high prices for the stock on January 31, 2001 were unknown since there have been no reported trades. (b) Based solely upon the number of record holders, the approximate number of stockholders of the common stock of the Company as of January 31, 2000 was 1716. (c) No dividends have been declared with respect to the common stock during the fiscal years ended December 31, 2000, 1999 and 1998.
The Company has not sold or issued or modified any of its securities within the two years from 1999 through 2000.
(1) Exclusive of assets held for sale. (2) The weighted average number of shares of common stock outstanding during the years ended December 31, 2000, 1999, 1998, 1996, and 1995 were 7,696,739 during all five years.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. ------- -------------------------------------------------
(See, in addition to Selected Financial Data, the financial statements of the Company referred to in Item 14)
Discontinuation of Operations
The Company's efforts to sell its mining properties, starting in 1993, were unsuccessful, preventing it from raising operating capital necessary to continue in business. As a result, the Company discontinued business operations in May 1994. Inability to sell its properties and lack of capital and revenues deprived the Company of operating capital. The Company determined to discontinue operations during May 1994 and to liquidate its miscellaneous property and to pay a portion of its current liabilities and other expenses associated with an orderly closing of business operations. These financial statements have been prepared on a liquidation basis.
Results of Operations
During 2000 the Company continued to monitor the reclamation site in accordance with NRC and Wyoming DEQ regulations. The funds were provided primarily through payments received from 1995 through 2000 from the U.S. Department of Energy (DOE) program Title X federal funds.
The Company applied, under the Title X federal program administered by the (DOE), for reimbursement of some of the expenses of reclamation work it has previously performed to clean up its mining and milling site. The Company's claims are for approximately $901,000 of which the Company received $107,380, $45,671, $115,670, $119,676, $175,555, and $229,707, during 2000, 1999, 1998, 1997, 1996 and 1995, respectively. Under the prevailing law and agreements with the Wyoming DEQ, and under the terms of the license and order of the U.S. Nuclear Regulatory Commission that requires the Company to continue to monitor the site, the funds and any future funds that may be received under this program will be applied by the Wyoming DEQ and the Company to reclamation and ongoing monitoring and maintenance obligations over the next several years, including payments to the Company's independent contractors to perform monitoring 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 exceed any of the funds that become available. The DEQ has notified the Company that the reclamation bond may be deficient by as much as $3 million. The DEQ has statutory
authority to sue the Company for the bond deficiency. 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 and used 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 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 primarily toward monitoring and reclamation of the mill site in accordance with the NRC reclamation plan.
During 1995 CRIC foreclosed upon the Company's Peach properties for non-payment of its $2,031,200 loan. The loan plus accrued interest totaled approximately $3,000,000 at November 28,1996, the end of the one year redemption period the Company had to reacquire the properties.
General and administrative expenses decreased approximately 4% during 2000 while they increased approximately 1% during 1999.These expenses are expected to continue to decrease along with the decreased level of activity expected during 2001.
In December 1993, the Company determined that its decision to sell its primary uranium properties rather that hold the properties for future potential development required greater consideration be given to in-ground market values and the Company's financial position. The Company determined its range of potential loss for the mineral properties to be from approximately $3 million to approximately $7 million. Because of the Company's continuing process to solicit bids for its mineral properties, the lack of an active market for in-ground uranium reserves, and uncertainties as to the ultimate intent of the major shareholder, management was unable to determine at that time whether any amount in that range provided a better estimate than any other amount. Therefore, in accordance with the requirements of Statement of Financial Accounting Standards No. (Statement) 5, Accounting for Contingencies, a $3 million property impairment was recognized during 1993 which represents a 31% reduction in the mineral property valuation at December 31, 1993. In March 1994, after the Company's efforts to sell the uranium properties failed, the uranium properties were written down to the amount of the CRIC notes, for which the uranium properties were collateral. Management determined that a $4,200,000 write-down in the carrying value of the Company's uranium properties was warranted. The valuation of the uranium properties at approximately $2.2 million equaled the $2.2 million debt obligations to CRIC. CRIC commenced foreclosure upon the properties during 1995. During 1996 the Company sold its redemption rights for approximately $146,000 since it had no way of repaying the outstanding debt.
On August 31, 1994 the Company abandoned, through non-payment of the $100 per claim annual rental fees due on that date, 500 mining claims with a remaining book value of zero. During December 1993 and March 1994, mineral property impairments of $3 million and $4.2 million, respectively, for the remaining mining claims were recorded. After 1994 the Company no longer had any property holdings.
Reclamation reimbursements of $107,380, $45,671, $115,670, $119,721, $175,555 and $229,707 were received from the DOE during 2000, 1999, 1998, 1997, 1996, and 1995, respectively.
Liquidity and Capital Resources
During 1994 the Company discontinued operations due to the lack of operating capital. For financial reporting purposes the Company has offset its $219,000 contractual obligations towards incompleted byproduct disposal contracts and $173,000 obligation to third parties for payments they made to the Wyoming DEQ upon the reclamation bond forfeiture.
These liabilities totaling $392,000 were recognized as income because the Company has no means to repay the obligations under liquidation basis accounting. The remaining Company cash deposits are being utilized to maintain compliance as long as possible with the NRC license requirements. 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 DEQ through forfeiture proceedings. The bond fund had been funded in the full amount fixed by the DEQ, and approved by the NRC, as the entire cost of completing the required reclamation work and performing under the Company's license. The reclamation requirements have been changed and the amount required to perform the reclamation under the new requirements increased. By state of Wyoming statute, the Company is liable for any cost overruns, none of which exist at this time. The Company expects to be able to continue in compliance with the licensing requirements through 2003.
The Company's working capital at December 31, 2000, 1999 and 1998 was $93,000, $46,000 and $36,000 respectively. The increases in working capital are due to the DOE reclamation reimbursements which will be used for ongoing monitoring and general and administrative costs incurred by the Company.
During the past three years the Company has relied upon the payment of funds from the DOE Title X reclamation reimbursements to continue the required ongoing reclamation and monitoring obligations of the Company.
On August 24, 1993, the Company reached an agreement with Cycle Resource Investment Corporation (CRIC), a stockholder, for CRIC to increase its total loans to $2,031,200. The Company was not able to repay the notes on August 31, 1993 when due. On January 20, 1994, the payment date for this $2,031,200 debt plus approximately $143,000 in accrued interest was extended to June 30, 1994. CRIC foreclosed upon the Company's Peach properties in the approximate amount of $2,750,000 during 1995. Since the Company was not able to sell the properties prior to the extended due date of the notes on June 30, 1994, and had no other funds to continue as a going concern, the Company was unable to prevent foreclosure of the Peach properties. The remaining Company cash deposits are being utilized to maintain compliance, as long as possible, with the NRC license monitoring requirements. During 1996 the Company sold its redemption rights related to the Peach mineral properties for approximately $146,000.
Income Taxes
See Note 2 to Financial Statements included in Item 14 herein.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
The Company has no investments in market risk-sensitive investments for either trading purposes or purposes other than trading purposes.
Item 8.
Item 8. Financial Statements and Supplementary Data. ------- -------------------------------------------
See Item 14 of this report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. ------- ---------------------------------------------
Due to the Company's discontinuance of business operations in 1994, the Company dismissed its independent auditors, Mitchell - Finley and Company, on January 26, 1995.
PART III --------
Item 10.
Item 10. Directors and Executive Officers of the Registrant. -------- --------------------------------------------------
The following table sets forth certain information concerning directors and executive officers of the Company:
Year Name and All Positions First Became Currently Held With A Director/ the Corporation Age Officer --------------- --- ------------ William C. Salisbury, President 53 1993 Director 1993
Dennis A. Eckerdt, Secretary 52 1994 Chief Financial Officer 1991 Director 1992
The executive officers of the Company serve at the pleasure of the Board of Directors and do not have fixed terms.
Business Experience of Directors and Officers
The principal occupations of each officer for at least the past five years are as follows:
William C. Salisbury was appointed President of the Company in August 1993. He served in that office until August 1995 when he became the Secretary and Treasurer of the Company. He was re-appointed President during 1996. He is currently self-employed as a consultant providing land management, environmental and regulatory services to the Company and other natural resources companies. From October 1991 until his appointment as President, he was Vice President of the Company, and from October 1990 to October 1991 he was manager of special projects for the Company. From July 1983 to October 1990 he was a self-employed consultant providing land management, environmental and regulatory services to the Company and other natural resource companies. From November 1970 to July 1983 he was manager of land and contracts for the Company. He was appointed to the Board of Directors in August 1993.
Dennis A. Eckerdt became President of the Company in August 1995. He resigned as President during 1996 and was re-appointed as Secretary/Treasurer. He was previously the Chief Financial Officer since November 1991. He is currently a self-employed financial consultant in Lakewood, Colorado. Previously he was employed as a General Manager of a Denver Colorado Corporation from February 1997 through May 1998. From July 1995 through January 1997 he was employed as Controller for a Boulder Colorado Corporation. Prior to July,1995, he was self-employed. Prior to his self-employment, he was Controller for Centennial Media Corporation and Denver Directory Company from November 1988, through August 1991. From November 1985, to November 1988, he was employed as Controller for Video Exchange, Inc. From February 1972, to November
1988, he held various accounting titles and positions with the Company including Controller and Chief Financial Officer. He was also a Director of the Company from 1984 through 1988 and was re-appointed to the Board of Directors in August 1992.
The Company's executive officers and directors are required to file reports of ownership and changes in ownership of the Company's securities with the Securities and Exchange Commission as required under provisions of the Securities Exchange Act of 1934. Based solely on the information provided to the Company by individual directors and executive officers, the Company believes that during the last fiscal year all directors and executive officers have complied with applicable filing requirements.
Item 11.
Item 11. Executive Compensation. -------- ----------------------- Cash Compensation
The following table shows all cash compensation paid or to be paid by the Company or any of its subsidiaries, as well as other compensation paid or accrued during the fiscal years indicated to the Chief Executive Officer and the four other highest paid executive officers of the Company as of the end of the Company's last fiscal year whose salary and bonus for such period in all capacities in which the executive officer served exceed $100,000. There were no payments to said officers exceeding $100,000 during the past three years.
President from August 1993 until August 1995 then from May 1996 to the present time. Contributions to the Company's money purchase pension plan established to provide retirement benefits to employees. The plan was terminated in 1994.
The executive officers of the company serve at the pleasure of the Board of Directors and do not have fixed terms. Executive officers generally are elected at the annual director meeting immediately following the annual stockholder meeting. Any officer elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Company will be served thereby without prejudice, however to contractual rights, if any, of the person so removed. The Company's policy is to pay employees, upon termination of employment by the Company, severance pay equal to one week of their salary for each full year of employment. The officers are not employees of the company. There are no family relationships among the directors. There are no arrangements of understandings between any director and any other person pursuant to which that director was elected.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management. -------- --------------------------------------------------------------
The following table shows beneficial ownership of shares of the Company's outstanding common stock as of the record date (i) by all persons, insofar as is known to the Company, owning more than 5% of such stock and (ii) by each director, each director nominee, each of the executive officers named in the tables under "Executive compensation" and all directors and executive officers as a group:
Item 13.
Item 13. Certain Relationships and Related Transactions -------- ----------------------------------------------
Cycle Resource Investment Corporation (CRIC), a wholly owned subsidiary of NUKEM, Inc., loaned the Company a total of $2,031,200 for operating capital. The loan was evidenced by notes due June 30, 1994 with interest at three percent over the prime rate. The notes were considered paid in full upon foreclosure of the Peach properties by CRIC in 1995.
Salt Ridge Energy, Inc., which is wholly owned by Mr. Salisbury, was paid $55,000, $55,000, and $51,000 during 2000, 1999 and 1998 for site monitoring work, reclamation obligations, and general and administrative fees for managing the Company's activities.
PART IV -------
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. -------- -------------------------------------------------------
(a) The following documents are filed as a part of this report:
1. Financial Statements: - Balance Sheets, December 31, 2000 (unaudited), December 31, 1999, (Unaudited) and December 31, 1998 (Unaudited). - Statements of Operations and Retained Earnings (Accumulated Deficit) for the years ended December 31, 2000 (Unaudited), 1999, (Unaudited), and 1998 (Unaudited). - Statements of Cash Flows for the years ended December 31, 2000 (Unaudited), 1999 (Unaudited), and 1998 (Unaudited). - Notes to Financial Statements for the years ended December 31, 2000 (Unaudited), 1999 (Unaudited), and 1998 (Unaudited).
All other schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto.
(b) Reports on Form 8-K. --------------------
A report on Form 8-K was filed on January 27, 1995, reporting the Company's dismissal of its independent auditors due to the Company's discontinuance of business operations in 1994.
c) Exhibits. --------
Exhibit Sequential Number Description Page No. ------- ----------- EX-3.(i).1 Restated Articles of Incorporation, dated October 28, 1991 (incorporated herein by reference from the exhibits to Registrant's report filed on Form 10-Q dated September 30, 1992).
EX-3.(ii).1 Bylaws, dated August 15, 1980 (incorporated herein by reference from the exhibits to Registrant's report filed on Form 10-Q dated October 10, 1980).
EX-3.(ii).2 Amendment to Bylaws, dated December 7, 1994 incorporated herein by reference from the exhibits to Registrant's Report filed on Form 8-K dated January 27, 1995.
EX-27 Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
REGISTRANT: AMERICAN NUCLEAR CORPORATION
By: (Signature) -------------------------------- William C. Salisbury, President Date: March 30, 2001
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.
By: (Signature) --------------------------------------- Dennis A. Eckerdt, Secretary, Treasurer and Director Date: March 30, 20001
By: (Signature) --------------------------------------- William C. Salisbury, President, and Director Date: March 30, 2001
AMERICAN NUCLEAR CORPORATION BALANCE SHEETS DECEMBER 31, 2000 (Unaudited), 1999 (Unaudited), and 1998 (Unaudited)
See notes to financial statements.
AMERICAN NUCLEAR CORPORATION STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2000 (Unaudited), 1999 (Unaudited), and 1998 (Unaudited)
See notes to financial statements.
AMERICAN NUCLEAR CORPORATION STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (Unaudited),1999 (Unaudited), AND 1998 (Unaudited)
See notes to financial statements.
AMERICAN NUCLEAR CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2000 (Unaudited), 1999 (Unaudited), AND 1998 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Liquidation Basis of Presentation ---------------------------------
The accompanying unaudited 2000, 1999 and 1998 financial statements have been prepared on a liquidation basis, which recognized the realization of assets and the satisfaction of a portion of the liabilities during 2000, 1999 and 1998. The statements of operations and retained earnings and cash flows for the years ended December 31, 2000, 1999 and 1998 are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
As of December 31, 2000 the Company's current assets exceed current liabilities by approximately $93,437. The Company's current assets are reserved for site reclamation and mill site monitoring.
For financial reporting purposes the Company has offset its $219,000 contractual obligations towards uncompleted byproduct disposal contracts and $173,000 obligation to third parties for payments they made to the Wyoming DEQ upon the reclamation bond forfeiture. These liabilities totaling $392,000 were recognized as income during 1995 because the company has no way of repaying the obligations under liquidation basis accounting. The remaining Company cash deposits are being utilized to maintain compliance with the NRC license requirements as long as possible.
Per Share Amounts -----------------
Per share amounts are computed on the weighted-average number of shares outstanding during the respective periods. Shares under option and warrants have been disregarded because their effect is anti-dilutive.
Major Customer ----------------
The Company had no customers in 2000, 1999 and 1998.
Statement of Cash Flows ----------------------- For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Reclamation of Mill Site and Tailings Ponds -------------------------------------------
Liabilities for estimated reclamation costs are recognized and charged to operations for remedial activities when the cleanup becomes probable and the cost can be reasonable estimated. Based upon the Company's determination that use in the future of its uranium processing mill would not comply with the revised licensing requirements of the Nuclear Regulatory Commission (NRC), the Company began demolition of the mill in 1988 and completed that work in 1989. Since then the Company has undertaken substantial reclamation work on the mill site as required by the NRC and the Wyoming Department of Environmental Quality (DEQ). The mill and associated buildings have been dismantled and the building materials buried in one of the two adjacent tailings ponds where the processed ores produced by the mill (mill tailings) were impounded after milling. The mill tailings in the two impoundments have been graded by earth moving equipment into mounds covering approximately 40 and 80 acres respectively. A cover of native earth has been placed over the mounds of mill tailings, and the tailings piles are being allowed to settle and compact naturally. The remaining reclamation work consists of filling and shaping the side slopes of the tailings piles to such a grade as to preclude soil erosion and exposure of the tailings, placing a final cover of earth over the tailings to limit emission of radon gas into the atmosphere to meet Environmental Protection Agency (EPA) standards, applying erosion protection to the piles and associated drainages, and revegetating and fencing the site.
When the Company discontinued business operations, the DEQ began reclamation bond forfeiture proceedings against the Company. These proceedings resulted in bond forfeiture in October 1994. The reclamation of the mill site will now be performed by the DEQ to the extent of the available funds. The Company continues to be responsible for all NRC license requirements until such time as the license is terminated or transferred to another responsible entity by the NRC. The state of Wyoming has indicated that it will not assume the NRC license, but will consent to certain reclamation obligations. By statute the DEQ may recover reclamation costs in excess of the bonded amount from the Company. The total reclamation cost will not be known for several years but the State has notified the Company that a potential $3 million cost overrun may exist and the Company remains liable for any costs in excess of the reclamation deposit.
2. INCOME TAXES.
The Company adopted Statement 109, Accounting for Income Taxes, as of January 1, 1993. There was no cumulative effect of this change in accounting for income taxes. Prior years' financial statements have not been restated to apply the provisions of Statement 109.
At December 31, 2000 the Company had approximately $10.5 million of net operating loss carryovers which expire during 2000 through 2014. The future utilization of net operating loss carry-overs are subject to rules and regulations of the Internal Revenue Service which could prevent utilization of the net operating loss and carry-overs.
3. STOCKHOLDERS' EQUITY
The Company's authorized common stock consists of 25,000,000 shares of $.04 par value common stock. Changes in common stock issued and outstanding during the years ended December 31, 1998, 1999 and 2000 were as follows:
Redeemable Preferred Stock --------------------------
The Company's authorized preferred stock consists of 15,000,000 shares of $1 par value preferred stock with a liquidation value of $10.00 per share. There were no outstanding preferred shares during the periods ended December 31, 2000, 1999 and 1998.
Stock Warrants ------------- The Company had warrants outstanding for the purchase of 49,020 shares of common stock, exercisable at $0.875 per share, which expired on August 26, 1995.
Employee Stock Ownership Plan ------------------------------
The Company had an Employee Stock Ownership Plan (ESOP) for the benefit of its employees. Contributions to the Plan were made at the Company's discretion. On March 6, 1992 the Board of Directors resolved to terminate the ESOP and replace it with a money purchase plan. The money purchase plan received approval by a vote of the shareholders on June 17, 1992. During the year ended December 31, 1992, the Company made contributions to the Plan of 5,272 shares of the Company's common stock. At December 31, 1994 the Plan held 4,235 shares of the Company's common stock for the account of prior participating employees that cannot be located. On December 31, 2000, 1999 and 1998 the common stock had relatively no market value.
Non-qualified Stock Options ---------------------------
There were no options exercised during the three years ended December 31, 2000 and there were no outstanding options under this Plan at December 31, 2000.
1992 Incentive Stock Option Plan --------------------------------
As of December 31, 2000 there were no stock options outstanding under the 1992 Incentive Stock Option Plan.
1992 Stock Option Plan In Lieu of Directors Fees ------------------------------------------------
This plan was terminated by the Board of Directors on January 13, 1994 because the extremely low price of the Company's common stock resulting in the granting of options in amounts which were considered excessive by the Board of Directors.
Money Purchase Pension Plan ---------------------------
During 1992 the Company adopted a Money Purchase Pension Plan (herein "Plan"), with a plan year ending each December 31, whereby the Company contributed to all participants. The Company accrued contributions of $11,705, for 1994. The Money Purchase Pension Plan was terminated in 1994 upon termination of employment of all of the Company's employees.
Employment Agreements ---------------------
The Company had no employment contracts with any employees at December 31, 2000.