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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)
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New Brunswick |
Not Applicable |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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40 Wellington Row, Suite 2100, Scotia Plaza |
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Saint John, New Brunswick |
E2L 4S3 |
(Address of principal executive officers) |
(Zip Code) |
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Registrant's telephone number, including area code |
(506) 633-3800 |
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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
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Page |
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PART I. |
FINANCIAL INFORMATION: |
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ITEM 1. |
Condensed Consolidated Financial Statements: |
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Balance Sheets - March 31, 2000 |
3-4 |
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Statements of Operations - Three |
5 |
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Statements of Cash Flows -Three |
6 |
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Notes to Condensed Consolidated Financial |
7-8 |
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ITEM 2. |
Management's Discussion and Analysis |
9-10 |
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PART II. |
OTHER INFORMATION: |
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ITEM 1-5. |
Not Applicable |
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ITEM 6. |
Exhibits and Reports on Form 8-K |
10 |
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PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
NORD PACIFIC LIMITED
BALANCE SHEETS
ASSETS
(Unaudited)
(In Thousands of U.S. Dollars)
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March 31, |
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December 31, |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ 1,471 |
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$ 102 |
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Accounts receivable: |
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Trade |
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1,314 |
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950 |
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Other including joint venture partner |
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152 |
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146 |
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Inventories: |
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Copper |
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169 |
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260 |
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Supplies |
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152 |
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175 |
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Prepaid expenses |
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54 |
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79 |
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TOTAL CURRENT ASSETS |
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3,312 |
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1,712 |
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DEFERRED COSTS ASSOCIATED WITH ORE UNDER |
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LEACH, net of accumulated amortization |
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of $24,482 in 2000 and $22,740 in 1999 |
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7,482 |
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8,228 |
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PROPERTY, PLANT AND EQUIPMENT - at cost |
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less accumulated depreciation of $8,477 in 2000 |
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and $8,175 in 1999 |
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2,019 |
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2,282 |
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DEFERRED EXPLORATION AND DEVELOPMENT COSTS |
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Girilambone, net of accumulated amortization of $4,803 |
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in 2000 and $4,434 in 1999 |
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1,677 |
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2,045 |
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Exploration and development prospects |
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10,527 |
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15,591 |
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OTHER ASSETS |
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96 |
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103 |
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$ 25,113 |
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$ 29,961 |
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====== |
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====== |
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NORD PACIFIC LIMITED
BALANCE SHEETS (Continued)
LIABILITIES AND
STOCKHOLDERS' EQUITY
(Unaudited)
(In Thousands of U.S. Dollars)
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March 31, |
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December 31, |
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CURRENT LIABILITIES: |
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Accounts payable: |
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Trade |
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$ 1,028 |
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$ 1,356 |
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Affiliates |
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253 |
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2,091 |
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Accrued expenses |
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308 |
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1,058 |
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Current maturities of long-term debt |
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1,100 |
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2,400 |
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Payable on foreign currency contracts |
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1,358 |
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1,150 |
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TOTAL CURRENT LIABILITIES |
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4,047 |
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8,055 |
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LONG-TERM LIABILITIES: |
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Deferred income tax liability |
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3,654 |
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4,019 |
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Retirement benefits |
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275 |
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270 |
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TOTAL LONG-TERM LIABILITIES |
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3,929 |
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4,289 |
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STOCKHOLDERS' EQUITY: |
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Common shares |
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47,375 |
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47,375 |
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Accumulated deficit |
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(31,036) |
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(30,556) |
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Foreign currency translation adjustment |
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798 |
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798 |
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TOTAL STOCKHOLDERS' EQUITY |
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17,137 |
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17,617 |
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$ 25,113 |
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$ 29,961 |
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======= |
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SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NORD PACIFIC LIMITED
STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands of U.S. Dollars, except per share amounts)
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Three Months Ended |
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2000 |
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1999 |
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SALES |
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$ 3,865 |
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$ 2,919 |
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COSTS AND EXPENSES: |
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Cost of sales |
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3,555 |
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2,862 |
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General and administrative |
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625 |
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561 |
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TOTAL COSTS AND EXPENSES |
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4,180 |
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3,423 |
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OPERATING EARNINGS (LOSS) |
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(315) |
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(504) |
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OTHER INCOME (EXPENSE): |
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Interest and other income |
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20 |
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29 |
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Interest and amortization of debt issuance costs |
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(111) |
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(67) |
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Foreign currency forward exchange contract gains (losses) |
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(516) |
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643 |
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Foreign currency transaction gains (losses) |
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76 |
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(415) |
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TOTAL OTHER INCOME (EXPENSE) |
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(531) |
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190 |
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NET LOSS BEFORE INCOME TAXES |
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(846) |
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(314) |
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Income tax benefit |
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(365) |
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- |
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NET LOSS |
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$ (481) |
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$ (314) |
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======= |
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BASIC LOSS PER SHARE |
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$ (.04) |
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$ (.02) |
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WEIGHTED AVERAGE COMMON SHARES |
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SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NORD PACIFIC LIMITED
STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands of U.S. Dollars)
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Three Months Ended |
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2000 |
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1999 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ (481) |
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$ (314) |
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Depreciation and amortization |
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2,418 |
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1,899 |
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Loss/(gain) on foreign currency contracts |
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516 |
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(643) |
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Changes in non-cash working capital |
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(3,634) |
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715 |
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Net cash provided by (used in) operating activities |
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(1,181) |
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1,657 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Proceeds from sale of Ramu |
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5,250 |
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- |
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Deferred exploration and development costs |
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(167) |
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(2,320) |
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Capital expenditures |
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(59) |
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(2) |
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Net cash provided by (used in) investing activities |
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5,024 |
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(2,322) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repayment of advances from affiliate |
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(1,174) |
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(110) |
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Addition to long-term debt |
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- |
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400 |
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Payments of long-term debt |
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(1,300) |
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- |
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Proceeds from settlement of contracts |
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- |
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96 |
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Net cash provided by (used in) financing activities |
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(2,474) |
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386 |
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
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1,369 |
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(279) |
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CASH AND CASH EQUIVALENTS - beginning of period |
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102 |
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1,416 |
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CASH AND CASH EQUIVALENTS - end of period |
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$ 1,471 |
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$ 1,137 |
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======= |
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CASH PAID FOR INTEREST |
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$ 111 |
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$ - |
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======= |
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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:
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March 31, |
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December 31, |
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(In Thousands of U.S. Dollars) |
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Current assets |
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$ 2,470 |
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$ 3,625 |
Deferred costs associated with ore under leach, net |
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14,965 |
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16,456 |
Property, plant and equipment, net |
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3,781 |
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4,450 |
Deferred exploration and development costs, net |
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4,644 |
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5,751 |
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Total assets |
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25,860 |
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30,282 |
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Current liabilities |
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(1,905) |
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(2,983) |
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Partners' equity |
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$ 23,955 |
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$ 27,299 |
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======= |
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Company's share of equity |
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12,578 |
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13,682 |
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Less: Eliminations |
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(1,244) |
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(1,284) |
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Net assets recorded by the Company |
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$ 11,334 |
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$ 12,398 |
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======== |
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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:
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Three Months Ended |
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2000 |
1999 |
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(In Thousands of U.S. Dollars) |
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Cost of copper sales |
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$7,207 |
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$6,206 |
General and administrative expense |
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$ 34 |
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$ 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.
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NORD PACIFIC LIMITED |
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May 22, 2000 |
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By: /s/ John P. Griffith |
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John P. Griffith |
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