NORD PACIFIC LIMITED
10-Q, 2000-05-22
METAL MINING
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2000

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-19182

     Nord Pacific Limited     

(Exact name of registrant as specified in its charter)

 

 

New Brunswick

Not Applicable

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

40 Wellington Row, Suite 2100, Scotia Plaza

 

Saint John, New Brunswick

E2L 4S3

(Address of principal executive officers)

(Zip Code)

 

 

Registrant's telephone number, including area code

 (506) 633-3800

 

 

Indicated 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 twelve 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 number of shares of Common Stock outstanding as of May 15, 2000 was 12,960,803.

 

 

NORD PACIFIC LIMITED

INDEX

 

 

 

 

 

Page
Number

 

 

 

 

PART I.

FINANCIAL INFORMATION: 

 

 

ITEM 1.

Condensed Consolidated Financial Statements:

 

 

 

 

 

 

 

Balance Sheets - March 31, 2000
and December 31, 1999 (Unaudited)

3-4

 

 

 

 

 

 

 

 

 

Statements of Operations - Three
Months ended March 31, 2000
and 1999 (Unaudited)

5

 

 

 

 

 

 

 

 

 

 

 

 

Statements of Cash Flows -Three
Months ended March 31, 2000 and
1999 (Unaudited)

6

 

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial
Statements (Unaudited)

7-8

 

 

 

 

 

 

 

 

ITEM 2.

Management's Discussion and Analysis
of Financial Condition and Results of
Operations

9-10

 

 

 

 

 

 

PART II.

OTHER INFORMATION: 

 

 

 

 

 

 

ITEM 1-5.

Not Applicable

 

 

 

 

 

 

ITEM 6.

Exhibits and Reports on Form 8-K

10

 

 

 

 

 

 

PART I.     FINANCIAL INFORMATION

ITEM 1.     Condensed Consolidated Financial Statements

 

NORD PACIFIC LIMITED
BALANCE SHEETS
ASSETS
(Unaudited)
(In Thousands of U.S. Dollars)

 

 

March 31,
2000    

 

December 31,
1999     

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$   1,471

 

$    102

 

Accounts receivable:

 

 

 

 

 

Trade

 

1,314

 

950

 

Other including joint venture partner

 

152

 

146

 

Inventories:

 

 

 

 

 

Copper

 

169

 

260

 

Supplies

 

152

 

175

 

Prepaid expenses

 

       54

 

       79

 

 

 

 

 

TOTAL CURRENT ASSETS

 

3,312

 

1,712

 

 

 

 

 

DEFERRED COSTS ASSOCIATED WITH ORE UNDER

 

 

 

 

 

LEACH, net of accumulated amortization

 

 

 

 

 

of $24,482 in 2000 and $22,740 in 1999

 

7,482

 

8,228

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT - at cost

 

 

 

 

 

less accumulated depreciation of $8,477 in 2000

 

 

 

 

 

and $8,175 in 1999

 

2,019

 

2,282

 

 

 

 

 

DEFERRED EXPLORATION AND DEVELOPMENT COSTS

 

 

 

 

 

Girilambone, net of accumulated amortization of $4,803

 

 

 

 

 

in 2000 and $4,434 in 1999

 

1,677

 

2,045

 

Exploration and development prospects

 

10,527

 

15,591

 

 

 

 

 

OTHER ASSETS

 

         96

 

       103

 

 

$ 25,113

 

$ 29,961

 

 

======

 

======

 

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

NORD PACIFIC LIMITED
BALANCE SHEETS (Continued)
LIABILITIES AND
STOCKHOLDERS' EQUITY
(Unaudited)
(In Thousands of U.S. Dollars)

 

 

 

March 31,
 2000     

 

December 31,
1999     

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable:

 

 

 

 

 

Trade

 

$   1,028 

 

$   1,356 

 

Affiliates

 

253 

 

2,091 

 

Accrued expenses

 

308 

 

1,058 

 

Current maturities of long-term debt

 

1,100 

 

2,400 

 

Payable on foreign currency contracts

 

     1,358 

 

     1,150 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

4,047 

 

8,055 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

Deferred income tax liability

 

3,654 

 

4,019 

 

Retirement benefits

 

        275 

 

        270 

 

 

 

 

 

 

TOTAL LONG-TERM LIABILITIES

 

3,929 

 

4,289 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

Common shares

 

47,375 

 

47,375 

 

Accumulated deficit

 

(31,036)

 

(30,556)

 

Foreign currency translation adjustment

 

         798 

 

         798 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' EQUITY

 

    17,137 

 

   17,617 

 

 

 

 

 

 

 

$ 25,113 

 

$ 29,961 

 

 

=======

 

=======

 

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

NORD PACIFIC LIMITED
STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands of U.S. Dollars, except per share amounts)

 

 

Three Months Ended
March 31,

 

 

    2000    

 

    1999    

 

 

 

 

 

SALES

 

$   3,865 

 

$   2,919 

 

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

 

Cost of sales

 

3,555 

 

2,862 

 

General and administrative

 

      625 

 

       561 

 

 

 

 

 

TOTAL COSTS AND EXPENSES

 

   4,180 

 

   3,423 

 

 

 

 

 

 

OPERATING EARNINGS (LOSS)

 

(315)

 

(504)

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

Interest and other income

 

20 

 

29 

 

Interest and amortization of debt issuance costs

 

(111)

 

(67)

 

Foreign currency forward exchange contract gains (losses)

 

(516)

 

643 

 

Foreign currency transaction gains (losses)

 

         76 

 

      (415)

 

 

 

 

 

TOTAL OTHER INCOME (EXPENSE)

 

      (531)

 

       190 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

(846)

 

(314)

 

Income tax benefit

 

      (365)

 

         - 

 

 

 

 

 

 

NET LOSS

 

$    (481)

 

$   (314)

 

 

=======

 

=======

BASIC LOSS PER SHARE

 

$     (.04)

 

$    (.02)

 

 

=======

 

=======

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING


12,961 


12,925 

=======

=======

 

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

NORD PACIFIC LIMITED
STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands of U.S. Dollars)

 

 

 

Three Months Ended
March 31,

 

 

    2000    

 

    1999    

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

 

$     (481)

 

$     (314)

 

Depreciation and amortization

 

2,418 

 

1,899 

 

Loss/(gain) on foreign currency contracts

 

516 

 

(643)

 

Changes in non-cash working capital

 

   (3,634)

 

       715 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

    (1,181)

 

    1,657 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Proceeds from sale of Ramu

 

5,250 

 

    - 

 

Deferred exploration and development costs

 

(167)

 

(2,320)

 

Capital expenditures

 

        (59)

 

          (2)

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

     5,024 

 

   (2,322)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Repayment of advances from affiliate

 

(1,174)

 

(110)

 

Addition to long-term debt

 

 

400 

 

Payments of long-term debt

 

(1,300)

 

 

Proceeds from settlement of contracts

 

          - 

 

          96 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

    (2,474)

 

        386 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

1,369 

 

(279)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - beginning of period

 

        102 

 

     1,416 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - end of period

 

$    1,471 

 

$   1,137 

 

 

 

=======

 

=======

CASH PAID FOR INTEREST

 

$       111 

 

$        - 

 

 

=======

 

=======

 

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NORD PACIFIC LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED MARCH 31, 2000 AND 1999

 

A.     FINANCIAL STATEMENTS OF NORD PACIFIC LIMITED (the "Company")

These interim consolidated financial statements are unaudited. In the opinion of management, all adjustments, which consist of normal recurring accruals, necessary to present fairly the financial position and results of operations for the interim periods presented have been made. The results shown for the first quarter of 2000 are not necessarily indicative of the results that may be expected for the entire year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

Certain reclassifications have been made in the 1999 financial statements to conform to the classification used in 2000. These reclassifications had no effect on results of operations or stockholders' equity as previously reported.

B.     GIRILAMBONE

The Company is a 40% joint venturer in the Girilambone Copper Property and a 50% joint venturer in the Girilambone North Copper Property (collectively "Girilambone") in Australia. All costs incurred during mine development have been capitalized and are being amortized using the units of production method over the estimated reserves. Following is summarized combined balance sheet information for Girilambone:

 

 

March 31,
2000

 

December 31,
1999

 

 

(In Thousands of U.S. Dollars)

 

 

 

 

 

Current assets

 

$   2,470 

 

$   3,625 

Deferred costs associated with ore under leach, net

 

14,965 

 

16,456 

Property, plant and equipment, net

 

3,781 

 

4,450 

Deferred exploration and development costs, net

 

    4,644 

 

      5,751 

 

 

 

 

 

Total assets

 

25,860 

 

30,282 

 

 

 

 

 

Current liabilities

 

   (1,905)

 

    (2,983)

 

 

 

 

 

Partners' equity

 

$   23,955 

 

$  27,299 

 

 

=======

 

=======

Company's share of equity

 

12,578 

 

13,682 

 

 

 

 

 

Less: Eliminations

 

     (1,244)

 

   (1,284)

 

 

 

 

 

Net assets recorded by the Company

 

$   11,334 

 

$  12,398 

 

 

========

 

=======

 

Debt incurred related to Girilambone is the separate responsibility of each venturer and is not included in the joint ventures' financial statements. Copper production is distributed to each venturer based on its respective ownership interest. Sale of copper is the responsibility of each venturer. Cost and expense information related to the operations of the mine is as follows:

 

 

Three Months Ended
March 31,

2000

1999

 

 

(In Thousands of U.S. Dollars)

 

 

 

 

 

Cost of copper sales

 

$7,207

 

$6,206

General and administrative expense

 

$   34

 

$  103

 

C.     NORD RESOURCES CORPORATION

Nord Resources Corporation ("Resources") owns approximately 28.5% of the outstanding common stock of the Company. Under the term of a cost sharing agreement, the Company shares office space, administrative personnel and expenses with Resources on a 50/50 basis.

 

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND                   RESULTS OF OPERATIONS

Results of Operations

Safe Harbor Statement under the Private Securities Litigation Act of 1995: The statements contained in this release which are not historical fact are "forward looking statements" that involve various important risks, uncertainties and other factors which could cause the Company's actual results to differ materially from those expressed in such forward looking statements. These factors include, without limitation the risk factors disclosed in the Company's securities filings.

The Company recorded a net loss of $481,000 for the three months ended March 31, 2000 compared to a net loss of $314,000 for the same period in 1999, as improved copper revenues were offset by higher noncash production costs and by losses related to foreign currency forward exchange contracts. The Company's share of copper sold in the first quarter of 2000 totaled 4,680,000 pounds compared to 4,013,000 pounds sold in the first quarter of 1999. Copper revenue, including the effect of copper hedging contracts, increased by $946,000 in the first quarter of 2000 compared to the same period in 1999. The Company received a net price of $0.83 per pound of copper sold in the first quarter of 2000 compared to $0.64 per pound in the first quarter of 1999. The Company's copper hedging programs reduced copper sales by $11,000, or nil per pound sold, in the first quarter of 2000 compared to an increase of $339,000, or $0.09 per pound sold, in the first quarter of 1999. Including the effect of the hedging programs, the realized net average sales price was $0.83 per pound of copper sold in the first quarter of 2000 and $0.73 per pound in the same period in 1999.

Copper cost of sales increased to $0.76 per pound for the three months ending March 31, 2000 compared to $0.71 per pound for the first three months of 1999. The increase is primarily due to higher deferred leach amortization charges on copper produced from the Girilambone North ore bodies.

General and administrative expenses of $625,000 increased by $64,000 in the first quarter of 2000 compared to 1999 due to a smaller cost recovery credit related to the Girilambone joint ventures and due to higher temporary labor expenses.

Interest income decreased for the three months ended March 31, 2000 compared to 1999 due to reduced funds available for investment. Interest expense and amortization of debt issuance expenses increased to $111,000 in the first quarter of 2000 compared to 1999 due to interest on trade payables and to interest on a note payable to Resources.

Fluctuations in gains and losses in the foreign currency forward exchange contracts and from foreign currency transactions are primarily a result of changes in the relative strength of the Australian dollar compared to the U.S. dollar. The Australian dollar weakened against the U.S. dollar in the first quarter of 2000, resulting in a loss of $516,000 compared to a gain of $643,000 in the first quarter of 1999.

 

Liquidity and Capital Resources

Cash used by operations totaled $ 1,181,000 for the three months ending March 31, 2000 compared to cash provided by operations of $1,657,000 for the same period in 1999. Cash used in operating activities in the first quarter of 2000 includes a $3,634,000 net use of cash for changes in non-cash working capital, while the corresponding period in 1999 included $715,000 provided by changes in non-cash working capital. Cash provided from investing activities in the first quarter of 2000 included $5,250,000 in proceeds from the March 2000 sale of the Company's interest in the Ramu nickel-cobalt project.

Cash used by financing activities of $2,474,000 for the three months ended March 31, 2000 includes a $1,300,000 repayment under a long-term bank financing agreement and a $1,174,000 repayment of advances from Resources. In the three months ended March 31, 1999, cash provided of $386,000 included $400,000 borrowed under a long-term bank financing agreement.

 

PART II.     OTHER INFORMATION

     ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

               A Form 8-K was filed on March 23, 2000, related to the sale of Ramu.

               EXHIBIT 27. FINANCIAL DATA SCHEDULE - filed herewith as part of this Report on Form 10-Q.

 

SIGNATURES

 

Pursuant to the requirements of the Security Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

NORD PACIFIC LIMITED

 

 

May 22, 2000

 

 

By:  /s/ John P. Griffith

 

 John P. Griffith
Acting Chief Financial Officer
and Authorized Officer

 



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