<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
COMMISSION FILE NO. 1-2714
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1998
------------------
or
(_) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________________
to ________________________
ATLAS CORPORATION
-----------------------------
(Exact name of registrant as specified
in its charter)
DELAWARE 13-5503312
- ------------------------------- ----------------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
370 Seventeenth Street, Suite 3140, Denver, CO 80202
-----------------------------------------------------
(Address of principal executive offices)
(Zip Code)
303-629-2440
-------------------------------
(Registrant's telephone number,
including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
As of November 16, 1998, 27,517,544 shares of Common Stock, par value $0.01 per
share, were issued and outstanding.
Page 1 of 14
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
--------------------
ATLAS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
- -------------------------------------------------------------------------------------------------------------
ASSETS (Unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 387 $ 583
Accounts receivable trade 639 542
Title X receivable (Note 5) 1,100 1,100
Accounts receivable other 249 541
Inventories 955 965
Prepaid expenses and other current assets 80 37
------------------ -------------------
Total current assets 3,410 3,768
------------------ -------------------
Property, plant and equipment 59,098 60,427
Less, accumulated depreciation, amortization and impairment (46,766) (46,027)
------------------ -------------------
12,332 14,400
Restricted cash and securities 6,181 6,208
Asset held for sale 2,475 3,000
Title X receivable (Note 5) 13,684 14,765
Other assets 123 175
------------------ -------------------
$ 38,205 $ 42,316
================== ===================
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Liabilities not subject to compromise (Note 2)
Current liabilities:
Trade accounts payable $ 688 $ 2,209
Accrued liabilities 1,112 2,189
Short-term debt 2,856 6,017
Deferred gain on joint venture agreement 500 750
Current portion of estimated uranium reclamation costs -- 800
(Note 5)
Total current liabilities 5,156 11,965
------------------ -------------------
Long-term debt 1,533 1,917
Other liabilities, long-term 3,526 27,903
------------------ -------------------
Total long-term liabilities 5,059 29,820
Liabilities subject to compromise (Notes 2, 5 and 6) 29,595 --
Total liabilities 39,810 41,785
------------------ -------------------
Commitments and contingencies (Notes 2 and 5)
STOCKHOLDERS' EQUITY (DEFICIT) (Note 7)
Common stock 275 27,282
Capital in excess of par value 93,788 66,735
Deficit (95,668) (93,486)
------------------ -------------------
Total stockholders' equity (deficit) (1,605) 531
------------------ -------------------
$ 38,205 $ 42,316
================== ===================
See notes to consolidated financial statements.
</TABLE>
Page 2 of 14
<PAGE>
ATLAS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data, Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------- -------------------------------------
1998 1997 1998 1997
===================================================================================================================================
<S> <C> <C> <C> <C>
Mining revenue $ 1,394 $ 1,140 $ 3,493 $ 2,789
Costs and expenses:
Production costs 1,257 1,098 3,061 2,490
Depreciation, depletion and amortization 275 211 702 647
Impairment of mineral property -- 31 34 1,256
Shutdown and standby costs 108 123 271 355
General and administrative expenses 291 500 947 1,568
Exploration and prospecting costs 18 42 60 681
---------------- ---------------- ---------------- ----------------
Gross operating loss (555) (865) (1,582) (4,208)
Other (income) and expense:
Interest expense 144 183 440 790
Interest income (84) (102) (238) (295)
Gain from joint venture agreement (188) (187) (563) (250)
Loss on repurchase of debentures -- 8 -- 5,419
Loss on asset held for sale 563 31 1,037 145
Other (15) 47 (119) 6
---------------- ---------------- ---------------- ----------------
Loss from operations before reorganization
items and income taxes (975) (845) (2,139) (10,023)
Reorganization items:
Professional fees 43 -- 43 --
---------------- ---------------- ---------------- ----------------
Loss before income taxes (1,018) (845) (2,182) (10,023)
Provision for income taxes -- -- -- --
---------------- ---------------- ---------------- ----------------
Net loss $(1,018) $ (845) $(2,182) $(10,023)
================ ================ ================ ================
Basic and diluted earnings per share of common stock:
Loss from continuing operations $(0.04) $(0.03) $(0.08) $(0.40)
Loss from discontinued operations -- -- -- --
---------------- ---------------- ---------------- ----------------
Net loss $(0.04) $(0.03) $(0.08) $(0.40)
================ ================ ================ ================
Average number of common
shares outstanding 27,512 27,161 27,406 25,323
================ ================ ================ ================
See notes to consolidated financial statements.
</TABLE>
Page 3 of 14
<PAGE>
Atlas Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands, Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------------------
1998 1997
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net loss before reorganization items and income taxes $(2,139) $(10,023)
Add (deduct) non-cash items:
Depreciation, depletion, amortization 741 774
Impairment of mineral property 34 1,256
Gain on joint venture agreement (563) (250)
Loss on asset held for sale 1,037 145
Loss on repurchase of debentures -- 5,419
Other -- 57
Net change in non-cash items
related to operations (Note 4) (542) 530
------- -------
(1,432) (2,092)
From discontinued operations:
Change in estimated uranium reclamation costs 563 (192)
------- -------
Cash used in operating activities before
reorganization items (869) (2,284)
------- -------
Operating cash flows from reorganization items:
Cash paid for professional fees (65) --
------- -------
Cash used in operating activities (934) (2,284)
------- -------
Investing activities:
Additions to property, plant and equipment (379) (1,684)
Proceeds from joint venture agreement -- 1,500
Proceeds from sale of property, plant and equipment 1,674 --
Investment in asset held for sale (512) (1,618)
Proceeds from sale of marketable securities -- 76
------- -------
Cash provided by (used in) investing activities 783 (1,726)
------- -------
Financing activities:
Net repayment of short-term debt (295) --
Borrowings on short-term debt 250 506
Proceeds from issuance of stock -- 500
Proceeds from issuance of long-term debt -- 2,300
Costs of repurchasing of debentures -- (117)
------- -------
Cash provided by (used in) financing activities (45) 3,189
------- -------
Decrease in cash and cash equivalents (196) (821)
Cash and cash equivalents:
Beginning of period 583 1,022
------- -------
End of period $ 387 $ 201
======= =======
See notes to consolidated financial statements.
</TABLE>
Page 4 of 14
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. There has not been any change in the
significant accounting policies of Atlas Corporation (the "Company") for the
periods presented except as discussed below.
In the opinion of Management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
The results for these interim periods are not necessarily indicative of
results for the entire year. These statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report of Form 10-K for the fiscal year ended December 31,
1997.
Certain of the comparative figures have been reclassified to conform with the
current year's presentation.
2. On September 22, 1998, the Company (the "Debtor") filed a petition for relief
under Chapter 11 of the federal bankruptcy laws in the United States
Bankruptcy Court for the District of Colorado. Under Chapter 11, certain
claims against the Debtor in existence prior to the filing of the petition
for relief under the federal bankruptcy laws are stayed while the Debtor
continues business operations as Debtor-in-possession. These claims are
reflected in the September 30, 1998 balance sheet as "liabilities subject to
compromise." Additional claims (liabilities subject to compromise) may arise
subsequent to the filing date resulting from rejection of executory
contracts, including leases, and from the determination by the court (or
agreed to by parties in interest) of allowed claims for contingencies and
other disputed amounts. Claims secured against the Debtor's assets ("secured
claims") also are stayed, although the holders of such claims have the right
to move the court for relief from stay. Secured claims are secured primarily
by restricted cash of the Company and by performance bonds issued by
insurance companies.
The Company's subsidiaries, Arisur Inc.("Arisur"), Atlas Precious Metals Inc.
("APMI"), Atlas Gold Mining Inc. ("AGMI"), Suramco Metals, Inc., and
Cornerstone Industrial Minerals Corporation ("Cornerstone") have not filed
for protection under Chapter 11. Accordingly, liabilities associated with
these subsidiaries are included in "liabilities not subject to compromise"
along with secured and post-petition liabilities of the Company. The Company
is evaluating its alternatives with respect to APMI and AGMI, and has no
intentions to seek protection for Cornerstone or Arisur.
3. In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share." The new statement replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes
any dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is similar to the previously reported fully diluted
earnings per share. Adoption of the new standard, which involves restatement
of earnings (loss) per share amounts for prior periods, had no material
effect on the Company's earnings (loss) per share amounts for all periods
presented.
Page 5 of 14
<PAGE>
4. The components of the net change in items other than cash related to
operating activities as reflected in the Consolidated Statements of Cash
Flows are as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------------------
(in thousands) 1998 1997
- -----------------------------------------------------------------------------------------------------
Add (deduct) items other than cash:
<S> <C> <C>
Accounts receivable $ 195 $ (352)
Inventories 10 (105)
Prepaid expenses and other current assets (43) 141
Other assets 77 189
Trade accounts payable (37) 315
Accrued liabilities (130) 482
Other liabilities, long-term (614) (140)
----------------- -----------------
$ (542) $ 530
================= =================
</TABLE>
5. The Company is obligated to decommission and reclaim its uranium mill site
located near Moab, Utah. The Company discontinued its uranium operations and
permanently shut down its uranium mill and mines in 1987, and estimated shutdown
expenses and reclamation costs were accrued. Title X of "The Comprehensive
National Energy Policy Act" ("Title X"), enacted in October 1992, provides for
the reimbursement of past and future reclamation expenses related to uranium
sites operated under Atomic Energy Commission contracts. The Company's uranium
reclamation costs are subsidized by this Government cost sharing program since
56% of its tailings were generated under government contracts. The total
estimated reclamation liability of $21,392,000 included in liabilities subject
to compromise (see Note 6) and current and future Title X receivables of
$14,784,000 are shown separately in the accompanying consolidated balance
sheets, leaving a net liability to the Company of $6,608,000 as of September 30,
1998.
The Company has submitted five claims to the Department of Energy under Title
X for reclamation costs incurred from the fiscal year ended June 30, 1980
through March 31, 1998. As of September 30, 1998, the status of the five
claims is as follows:
<TABLE>
<CAPTION>
Actual
Gross Reim- Reim-
Gross Claim Amount bursement bursements Balance
Claim Date Amount Approved Receivable Received Due
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
July 7, 1994 $4,999,000 $4,510,000 $2,530,000 $2,530,000 $ --
June 16, 1995 3,638,000 2,591,000 1,453,000 1,453,000 --
May 1, 1996 3,998,000 2,884,000 1,618,000 1,373,000 245,000
May 1, 1997 2,054,000 1,579,000 886,000 -- 886,000
May 1, 1998 1,602,000 -- 1 899,000 -- 899,000 1
Totals $7,386,000 $5,356,000 $2,030,000
========================================================================================================================
</TABLE>
1 Pending.
In addition to the above amounts, the Company includes in the Title X
receivable in the consolidated balance sheet an amount equal to 56% of its
future estimated reclamation costs. Timing of the actual payments for approved
reimbursements is a function of Congressional appropriation of Title X
funding.
Page 6 of 14
<PAGE>
6. Liabilities subject to compromise consist of the following at September 30,
1998:
(in thousands)
Accounts payable $ 1,484
Accrued liabilities 879
Convertible debenture 3,500
Estimated uranium reclamation costs 21,392 *
Other liabilities 2,340
--------------
$29,595
==============
* Partially secured by a reclamation bond of $6.5 million, which is in turn
secured by $4.2 million of restricted cash.
7. At the Company's annual meeting held on June 18, 1998, the stockholders of
the Company approved an amendment to the Company's Restated Certificate of
Incorporation increasing the number of authorized shares of common stock
from 50,000,000 shares to 100,000,000 shares and reducing the par value of
the Company's common stock from $1.00 to $0.01 per share. The amendment was
filed with the Delaware Secretary of State and effective on August 13,
1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS.
- ----------------------
"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.
Statements which are not historical facts contained in this Form 10-Q are
forward looking statements that involve risks and uncertainties that could
cause actual results to differ from projected results. Factors that could
cause actual results to differ materially include, among others: general
economic conditions, metal and mineral prices, political events in foreign
countries, the risks associated with foreign operations generally, the timing
of receipt of necessary governmental permits, climatic conditions, labor
relations, availability and cost of material and equipment, the actual
configuration of ore bodies, delays in anticipated start-up dates,
environmental risks, the results of financing efforts, including the ability
of the Company to renegotiate its debts under its Chapter 11 proceeding, the
ability of the Company and its key service providers, vendors, and suppliers
to replace, modify or upgrade computer systems in ways that adequately address
the year 2000 issue, and other risk factors detailed in the Company's Form 10-
K AND 8-Ks filed with the Securities and Exchange Commission.
Page 7 of 14
<PAGE>
RECENT EVENTS
On October 2, 1998, the Company executed a "Deposit Agreement" with Seven
Peaks Mining, Inc. ("Seven Peaks") for the sale of its entire interest in
Cornerstone. Also on October 2, the Company filed a motion requesting approval
of the Deposit Agreement with the Bankruptcy Court. Within ten days after
approval by the Bankruptcy Court and on the satisfaction of certain other
conditions, Seven Peaks has agreed to make a cash tender offer for 100% of the
outstanding Cornerstone shares at a price of C$0.12. Under the terms of the
Deposit Agreement, the Company has irrevocably agreed to deposit its
18,352,991 shares of Cornerstone (61% of the total) to the Seven Peaks offer.
The total purchase price to be paid by Seven Peaks is $4 million. Proceeds to
the Company are comprised of the share offer and satisfaction of debt owed
Atlas by Cornerstone. Provided the cash tender offer is successful, the
Company will receive approximately $3 million gross proceeds comprised of $1.4
million for its shares and $1.6 million in satisfaction of the debt. After
payment for costs of the transaction and the payment of certain liabilities of
Cornerstone as provided in the Deposit Agreement, the Company expects net
proceeds to be approximately $2.5 million. The Bankruptcy Court issued an
order authorizing the sale on November 3, 1998. The Company anticipates the
tender offer to be made before the end of November 1998.
In a separate agreement executed between Atlas and Seven Peaks on September
22, 1998, the Company pledged its shares in Cornerstone against interim
financing in the amount of $750,000 (approved by the Bankruptcy Court on
October 14, 1998). On closing of the Deposit Agreement described above, the
$750,000 plus interest (at 10% per annum) will be deducted from the proceeds
due Atlas.
On July 15, 1998, Tombstone Explorations Company Ltd. notified the Company
that it was terminating its exclusive option agreement with the Company to
purchase 100% of the Grassy Mountain gold property. The Company will continue
to market the property to interested buyers until an acceptable offer has been
received.
Page 8 of 14
<PAGE>
During 1997, the Company completed transactions on two of its other non-
operating properties. In June 1997, the Company sold 90% of its Gold Bar
property to Barrick Gold Exploration Inc. ("Barrick") for $1 million in cash
and the purchase by Barrick of one million shares of the Company's stock at $1
per share. Under the agreement, Barrick is also required to spend $3 million
in exploration expenditures by June of 1999. To date Barrick has spent in
excess of $1.5 million on exploration and has completed approximately 40,000
feet of exploratory drilling. At Barrick's election, on or before June 3,
1999, the balance of the Gold Bar property will be conveyed to Barrick and
Atlas may elect either to receive an additional $15,000,000 in cash and retain
a 2% net smelter royalty, or to participate with Barrick in the further
exploration and development of Gold Bar as a 25% carried joint venture
participant. If Atlas elects to participate as a joint venture partner,
Barrick must spend the first $15,000,000 on the project prior to any
contribution being required of Atlas. If Barrick chooses not to acquire the
balance of the properties by June 3, 1999, all of Barrick's interest in the
Gold Bar properties will be reconveyed to Atlas. In September 1997, the
Company executed an option agreement for the sale of its Doby George property
for a total purchase price of $1.6 million, to be paid in installments through
September 1998. In June 1998, this transaction was completed early at a
discount to the buyer of $40,000.
In February 1997, Arisur signed a financing agreement with the Corporacion
Andina de Fomento ("CAF") for $3 million. CAF is a multilateral financial
institution that supports sustainable development and integration efforts
within the Andean region of South America. Proceeds of $2.3 million, received
in May 1997, paid for mill equipment and expansion programs at the Andacaba
mine and reimbursed Atlas $560,000 of funds previously advanced for said
purposes. As a result of a reevaluation of capital requirements for further
development, the remaining $700,000 that was to be used for the development of
Don Francisco has not been drawn.
CAPITAL RESOURCE REQUIREMENTS
Bolivian operations
The Company is recommending a program, and is seeking financing for its
Andacaba mine to increase its current reserves and to increase development.
The Company anticipates the implementation of a new operating plan at Andacaba
upon successfully concluding refinancing for Arisur. Implementation of the
operating plan would require additional capital expenditures for underground
drilling and development of a decline ramp to provide for increased
productivity through more efficient access to the ore body. Limited
development is underway at Don Francisco and Koyamayu.
It is anticipated that funding for the drilling and development program will
be financed with funds from the sale of Cornerstone (see above) or through a
third party. Other capital expenditures would be financed either through
renegotiation of the CAF loan noted above and/or through other long-term
project financing and cash flows from operations as available.
The Company anticipates that the acquisition of additional Bolivian
operations, if any, would be funded with cash flow from operations, project
financing, placement of additional equity or debt and/or the proceeds from the
sale of assets discussed above.
Page 9 of 14
<PAGE>
Mineral Properties
Exploration and development expenditures on the Gold Bar claim block are being
funded by Barrick as described above. With the completion of the agreement
with Barrick, it is estimated that the Company's holding costs on the property
will decrease in 1998 to approximately $350,000. These costs will be funded
from the proceeds from the sale of Cornerstone and/or other properties (see
above).
While the Company has made the expansion of the Bolivian lead, zinc and silver
operations its immediate focus, its long term strategy is to grow its Bolivian
operations, and to develop and expand the Company's interests in mineral
properties.
Reclamation Activities
The Company is obligated to decommission and reclaim its uranium mill site
near Moab, Utah. Final reclamation will commence following the issuance of a
final Environmental Impact Statement on Atlas's reclamation plan. See below,
"Results of Operations -- Reclamation Activities." The total estimated cost
of Atlas's proposed reclamation plan is approximately $22 million. As the
Department of Energy will reimburse 56% of all reclamation costs under Title
X, Atlas will be reimbursed for approximately $12.3 million in reclamation
costs, leaving Atlas approximately $9.7 million to fund. The Company has filed
claims of $7.4 million for reimbursement of Title X reclamation costs incurred
through March 1998 and has received payments of $5.4 million, leaving $2.0
million in Title X reimbursements currently due Atlas. Atlas also has $4.2
million in restricted cash securing a Nuclear Regulatory Commission
reclamation performance bond. In order to meet its reclamation obligations,
the Company anticipates using the Title X receivable and restricted cash noted
above and, as necessary, cash flow from operations and/or proceeds from the
sale of assets.
LIQUIDITY
As of September 30, 1998, the Company's working capital deficit was
$1,746,000, which compares to a deficit of $8,197,000 as of December 31, 1997.
The change during the nine month period is primarily attributable to the
reclassification of all pre-petition liabilities of the Company to
liabilities subject to compromise at September 30, 1998. Other significant
factors affecting the working capital include $512,000 invested in
Cornerstone, proceeds from the sale of Doby George and other assets of
$1,674,000, and the operating loss during the period.
In order to fund near term capital requirements the Company is seeking to sell
its interest in Cornerstone. Longer term capital requirements will be
satisfied from project financing, future operating cash flows, placement of
additional equity or debt and/or proceeds from the sale of other assets.
RESULTS OF OPERATIONS
During the three and nine months ended September 30, 1998, the Company had
mining revenue of $1,394,000 and $3,493,000 compared to $1,140,000 and
$2,789,000 for the same periods of 1997. During 1997, the Company completed a
mill expansion which more than doubled the capacity of the Andacaba Mill.
Also, production during the first quarter of 1997 was significantly less than
expected due to flooding which reduced production from Andacaba. As a
Page 10 of 14
<PAGE>
result of these factors, mill throughput increased during the three and nine
months ended September 30, 1998 to 30,347 tonnes and 85,436 tonnes,
respectively, compared to 23,560 tonnes and 55,124 tonnes for the comparable
periods in 1997. The increase in revenues during the respective periods in
1998 is primarily a result of this increased production, but it has been
offset by the continued downward trend of metal prices during the quarter.
Cash production costs were $1,257,000 and $3,061,000 during the three and nine
month periods ended September 30, 1998 compared to $1,098,000 and $2,490,000
during the same periods of 1997. The increase in production costs during the
periods is primarily related to the increase in mill throughput described
above. As a result of efficiencies associated with the higher production
levels, total unit costs decreased from $46 and $45 per tonne processed during
the respective three and nine month periods in 1997 to $41 and $35 per tonne
in 1998.
Shutdown and standby costs at Gold Bar were $108,000 and $271,000 for the
three and nine month periods ended September 30, 1998 compared to $123,000 and
$355,000 for the comparable periods in 1997. The decreases during the
respective periods are a result of cost cutting measures implemented by the
Company as well as a result of the assumption of certain of these costs under
the agreement with Barrick described above.
Exploration costs for the three and nine month periods ended September 30,
1998 were $18,000 and $60,000 compared to $42,000 and $681,000 for the
comparable periods in 1997. The 1997 amount includes a $450,000 charge
pursuant to the Company's joint venture termination agreement with Vista Gold
Corp. Exploration costs have also been reduced as part of the Company's cost
reduction program and through the allocation of certain costs to joint venture
partners.
General and administrative expenses for the three and nine months ended
September 30, 1998 were $291,000 and $947,000 compared to $500,000 and
$1,568,000 for the comparable periods in 1997. The reductions reflect the
Company's continued efforts to reduce such expenses. The Company's corporate
staff has been reduced from 11 people in the first quarter of 1997 to 7 at
September 30, 1998. Additionally, in December 1997, the Company negotiated a
reduction in the amount of space under lease at its corporate headquarters in
Denver, Colorado, resulting in a reduction of $11,000 per month in leasehold
costs. Strong efforts have also been made to reduce outside consulting fees.
Interest expense incurred during the three and nine month periods ended
September 30, 1998 was $144,000 and $440,000 compared to $183,000 and $790,000
for the same periods in 1997. The decrease for the quarter ended September
30, 1998 is due to reductions in interest bearing debt from the same period in
1997 and more favorable interest rates on floating rate loans during the
period. The decrease during the nine month period is a result of the above
factors as well as the Company's repurchase of its Exchangeable Debenture in
June 1997, reducing interest expense by $60,000 per month. This reduction was
in part offset by the increase in interest expense related to the CAF loan for
the Bolivian operations beginning in May 1997.
The Company reevaluated the estimated realizable value of its interest in
Cornerstone (asset held for sale) at September 30, 1998 based upon the terms
of the Deposit Agreement with Seven Peaks described above. Based upon this
reevaluation, the Company took a charge of $533,000 to loss on asset held for
sale for the three month period ended September 30, 1998, bringing the total
charge for 1998 to $1,037,000.
Page 11 of 14
<PAGE>
The charges are primarily a result of the continuing cash requirements at
Cornerstone to fund operations, the delay in the completion of the sale, and a
reassessment of the sales proceeds to the Company as per the Deposit Agreement
discussed above.
The Company incurred $98,000 and $379,000 in capital expenditures for the
three and nine month period ended September 30, 1998, substantially all of
which related to the mine and mill expansion in Bolivia. Capital expenditures
during the nine months ended September 30, 1997 of $1,684,000 were also for
the mine and mill expansion.
Reclamation Activities
On March 7, 1997, the US Nuclear Regulatory Commission ("NRC") issued its
final Technical Evaluation Report ("TER") which concluded that the Atlas
reclamation plan was in compliance with the technical requirements for capping
the tailings facility on-site. The final requirement before NRC could complete
the Environmental Impact Statement ("EIS") and make its final decision on the
reclamation plan was completion of the final biological opinion by the US Fish
and Wildlife Service ("FWS"), which was issued by the FWS on July 29, 1998.
The FWS concluded that certain mitigative measures would offset impacts that
may occur to the endangered fish in the Colorado River from implementation of
the on-site reclamation plan. The final EIS is anticipated in early 1999.
IMPACT OF YEAR 2000
The Company is in the process of reviewing the potential impact of the year
2000 on the ability of the Company's and its third party supplier's computer
systems to accurately process information that may be date sensitive.
Programs that recognize a date using "00" as the year 1900 rather than the
year 2000 could result in errors or system failures. The Company's computer
programs consist of canned software which will be upgraded by the manufacturer
at minimal cost to the Company in order to achieve year 2000 compliance
internally. However, the Company has not yet completed its assessment of the
impact of the year 2000 on third parties upon which it relies and the related
impacts to the Company. The Company places significant reliance on third
parties for its power supply to operate its mining and milling operations and
also on rail, trucking and shipping providers for the transport of its
product. If this issue is not adequately addressed by these third party
providers in a timely manner, it could result in a material financial risk to
the Company. The Company has not adopted a contingency plan to address
possible risks to its systems.
Page 12 of 14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
On June 20, 1997 the Company was served with a Complaint in the matter
of Curt Goldschmidt and Ana Maria Goldschmidt (the "Goldschmidts") vs.
Atlas Corporation; Suramco Metals, Inc.; Arisur Inc.; and Harold R.
Shipes and Eileen A. Shipes in the Superior Court of the State of
Arizona. The Goldschmidts were seeking damages in the amount of
$800,000 for nonpayment of the full purchase price for the sale of Cia
Minera Andacaba S.A. to Suramco Metals, Inc. and Arisur Inc. On June
25, 1998, the Company entered into a settlement agreement and mutual
release of all claims (the "Settlement Agreement") with the
Goldschmidts. The Settlement Agreement provided for the payment by the
Company of $80,000 to the Goldschmidts on the date of signing of the
Settlement Agreement. In addition, at the election of the Goldschmidts,
the Company agreed to purchase from the Goldschmidts 2,000,000 shares of
the Company's stock for $400,000 on September 11, 1998 and 250,000
shares of the Company's stock for $50,000 on December 11, 1998. In
return the Goldschmidts released all claims against the Company, its
subsidiaries and affiliates. The Company defaulted on payment of the
$400,000 due on September 11, 1998.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
None
b. Reports on Form 8-K
Report on Form 8-K dated September 24, 1998 containing the
Company's news release with respect to the Company's petition for
relief under Chapter 11 of the federal bankruptcy laws.
Page 13 of 14
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATLAS CORPORATION
-----------------
(Registrant)
By: /s/ James R. Jensen
-------------------
James R. Jensen
Chief Financial Officer, and
Principal Accounting Officer
Date: November 16, 1998 /s/ James R. Jensen
----------------- -------------------
James R. Jensen
Chief Financial Officer
Page 14 of 14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 9-30-98
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 387
<SECURITIES> 0
<RECEIVABLES> 1,988
<ALLOWANCES> 0
<INVENTORY> 955
<CURRENT-ASSETS> 3,410
<PP&E> 59,098
<DEPRECIATION> 46,766
<TOTAL-ASSETS> 38,205
<CURRENT-LIABILITIES> 5,156
<BONDS> 0
0
0
<COMMON> 275
<OTHER-SE> (1,880)
<TOTAL-LIABILITY-AND-EQUITY> 38,205
<SALES> 1,394
<TOTAL-REVENUES> 1,394
<CGS> 1,532
<TOTAL-COSTS> 1,532
<OTHER-EXPENSES> (736)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 144
<INCOME-PRETAX> (1,018)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,018)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,018)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
