<PAGE> 1
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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 September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----- -----
Commission File Number: 000-25132
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 1250, 400 Burrard Street, Vancouver,
British Columbia, Canada V6C 3A6
(Address of principal executive offices) (Postal Code)
(604) 683-5767
(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
----- -----
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
Class Outstanding at November 11, 1999
----- --------------------------------
Common Stock, $0.01 4,918,770
par value
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<PAGE> 2
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not based on historical
events, constitute forward-looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs and expenditures, the evaluation of
market conditions, the outcome of legal proceedings, the adequacy of reserves
or other business plans. Investors are cautioned that forward-looking
statements are subject to an inherent risk that actual results may vary
materially from those described herein. Factors that may result in such
variance, in addition to those accompanying the forward-looking statements,
include changes in interest rates, prices and other economic conditions;
actions by competitors; natural phenomena; actions by government authorities;
uncertainties associated with legal proceedings; technological development;
future decisions by management in response to changing conditions; and
misjudgments in the course of preparing forward-looking statements.
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
ICHOR CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited)
-2-
<PAGE> 3
ICHOR CORPORATION
Consolidated Balance Sheets
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 783 $ 50
Accounts receivable, net 277 560
Note receivable 1,400 2,080
Advance to an affiliate 587 540
Other assets - 51
------------ ------------
Total current assets 3,047 3,281
------------ ------------
Office Equipment 7 -
Resource Property 989 -
------------ ------------
$ 4,043 $ 3,281
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and
other liabilities $ 900 $ 8
Advances from affiliates 1,092 1,132
------------ ------------
Total current liabilities 1,992 1,140
Minority Interest 27 -
Shareholders' Equity
Preferred stock 5 5
Common stock 50 50
Additional paid-in capital
on preferred stock 4,400 4,400
Additional paid-in capital
on common stock 5,752 5,743
Retained deficit (8,112) (7,986)
------------ ------------
2,095 2,212
Less cost of shares of common stock
held in treasury (71) (71)
------------ ------------
Total equity 2,024 2,141
------------ ------------
$ 4,043 $ 3,281
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 4
ICHOR CORPORATION
Consolidated Statements of Operations
(Unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Revenues
Fee income $ - $ 132
Interest income 126 60
Gain on disposal of a subsidiary - 437
Other 30 100
------------ ------------
156 729
------------ ------------
Costs and expenses
General and administrative expenses 289 418
Interest expense - 101
Litigation settlement - 260
------------ ------------
289 779
------------ ------------
Loss before minority interest
and income tax (133) (50)
Minority interest 7 -
------------ ------------
Loss before income tax (126) (50)
Income tax - (12)
------------ ------------
Net loss $ (126) $ (62)
============ ============
Basic and diluted loss per share $ (0.06) $ (0.04)
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 5
ICHOR CORPORATION
Consolidated Statements of Operations
(Unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Revenues
Fee income $ - $ 48
Interest income 37 32
------------ ------------
37 80
------------ ------------
Costs and expenses
General and administrative expenses 157 124
Interest expense - 1
Litigation settlement - 260
------------ ------------
157 385
------------ ------------
Loss before minority interest
and income tax (120) (305)
Minority interest 7 -
------------ ------------
Loss before income tax (113) (305)
Income tax - (12)
------------ ------------
Net loss $ (113) $ (317)
============ ============
Basic loss per share $ (0.03) $ (0.08)
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 6
ICHOR CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss from continuing operations $ (126) $ (62)
Adjustments to reconcile net loss to
cash flows from operating activities
Gain on disposal of a subsidiary - (437)
Bad debt recovery - (100)
Depreciation - 1
Minority interest (7) -
Changes in current assets and
liabilities, net of effect of
subsidiaries acquired and disposed
Cash held in escrow - 145
Accounts receivable 283 (248)
Accounts payable and other
liabilities 81 147
Due to affiliate (47) (278)
Advance from affiliate (40) -
------------ ------------
Net cash provided by (used in)
operating activities 144 (832)
Cash Flows from Investing Activities:
Purchase of subsidiary, net of
cash acquired 16 -
(Increase) decrease in note receivable 680 (1,400)
Increase in resource property (116) -
Other - (75)
------------ ------------
Net cash provided by (used in)
investing activities 580 (1,475)
Cash Flows from Financing Activities:
Proceeds from issuance of
preferred shares, net - 2,230
Proceeds from issuance of
common shares, net 9 -
------------ ------------
Net cash provided by
financial activities 9 2,230
------------ ------------
Increase (decrease) in cash and
cash equivalents 733 (77)
Cash and cash equivalents,
beginning of period 50 127
------------ ------------
Cash and cash equivalents,
end of period $ 783 $ 50
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 7
ICHOR CORPORATION
Notes to Consolidated Financial Statements
September 30, 1999
(Unaudited)
Note 1. Basis of Presentation
- ------------------------------
The accompanying financial statements of ICHOR Corporation (the "Corporation")
are unaudited. However, in the opinion of management, they include all
adjustments necessary for a fair presentation of the financial position,
results of operations and cash flows of the Corporation for the specified
periods.
All adjustments made during the nine and three month periods ended September
30, 1999 were of a normal, recurring nature. The amounts presented for the
nine and three month periods ended September 30, 1999 are not necessarily
indicative of the results of operations for a full year. Additional
information is contained in the audited consolidated financial statements and
accompanying notes included in the Corporation's annual report on Form 10-K
for the fiscal year ended December 31, 1998, and should be read in conjunction
with such annual report.
Certain reclassifications have been made to the prior period financial
statements to conform to the current period presentation.
Note 2. Earnings (Loss) Per Share
- ----------------------------------
Basic earnings (loss) per share is calculated by dividing the net income or
loss available to common shareholders by the weighted average number of common
shares outstanding during the nine and three month periods ended September 30,
1999 and 1998, respectively. The weighted average number of shares
outstanding was 4,907,561 and 4,907,520 for the nine month periods ended
September 30, 1999 and 1998, respectively, and 4,907,642 and 4,907,520 for the
three month periods ended September 30, 1999 and 1998, respectively.
Diluted earnings (loss) per share takes into account common shares
outstanding, potentially dilutive common shares and preferred shares
convertible into common shares. The conversion of convertible preferred
shares, stock options and warrants have not been reflected as exercised for
purposes of computing the diluted loss per share for the nine and three month
periods ended September 30, 1999 since the exercise of such options and
warrants would be anti-dilutive.
Note 3. Acquisitions
- ---------------------
In October 1998, the Corporation entered into an agreement to acquire all of
the issued and outstanding shares of common stock of Nazca Holdings Ltd.
("Nazca"). Under a revised agreement entered into with the majority
shareholders of Nazca in July 1999, the original purchase agreement was
replaced and the Corporation acquired approximately 87% of the issued and
outstanding shares of common stock of Nazca effective June 30, 1999.
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<PAGE> 8
Note 4. Subsequent Events
- --------------------------
In November 1999, the Corporation collected all outstanding principal and
interest due on a note receivable in the principal amount of $1.4 million, and
collected the full amount of approximately $0.6 million due from an affiliate.
In addition, in November 1999 the Corporation repaid approximately $0.3
million of advances from affiliates.
-8-
<PAGE> 9
PART I. FINANCIAL INFORMATION
---------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and
financial condition of ICHOR Corporation (the "Corporation") for the nine and
three month periods ended September 30, 1999 should be read in conjunction
with the Corporation's consolidated financial statements and related notes
included elsewhere herein.
The Corporation, through its 87% owned subsidiary, Nazca Holdings Ltd.
("Nazca"), is in the business of the exploration for and development of
groundwater resources in Chile. The Corporation currently holds four water
exploration concessions in Chile and has applied for one additional
exploration concession, which it expects to be granted before the year end.
Exploration and development work is continuing on the concessions with the
objective of establishing perpetual water rights and supplying groundwater to
customers under long-term supply agreements. To date, water rights for 327
litres/second of flow has been applied for with the Direccion General de Aguas
of Chile. The Corporation believes the first water rights will be granted in
late 1999 or early 2000. Based on its existing exploration concessions, the
Corporation has the potential to develop water rights representing over 1,000
litres/second of flow. The Corporation is continuing negotiations with
potential customers, in particular major mining companies and municipal water
suppliers, regarding long-term supply water sales agreements, but to date has
been unable to conclude any such agreement. The demand for groundwater
resources depends on the level of mining activity conducted.
Results of Operations - Nine Months Ended September 30, 1999
- ------------------------------------------------------------
Revenues for the nine months ended September 30, 1999 decreased to $0.2
million from $0.7 million for the comparative period of 1998, primarily as a
result of the sale by the Corporation of Ichor Services, Inc. ("Services"), a
wholly-owned subsidiary of the Corporation, in the first quarter of 1998. In
the nine months ended September 30, 1998, the Corporation had income of $0.1
million from the provision of certain environmental consulting services.
Interest income increased to $0.1 million in the current period from $60,000
in the comparative period of 1998.
Costs and expenses decreased to $0.3 million for the nine months ended
September 30, 1999 from $0.8 million for the nine months ended September 30,
1998, primarily as a result of a decrease in general and administrative
expenses resulting from the sale of Services and lower head office expenses,
partially offset by expenses related to Nazca. In the nine months ended
September 30, 1998, the Corporation had accrued $0.3 million in settlement of
a class action lawsuit. Interest expense decreased to nil in the nine months
ended September 30, 1999 from $0.1 million in the comparative period of 1998,
primarily as a result of the sale of Services which had financed certain
receivables for work performed under certain Florida State rehabilitation
programs.
-9-
<PAGE> 10
The Corporation had a net loss of $0.1 million, or $0.06 per share, in the
nine months ended September 30, 1999, compared to $62,000, or $0.04 per share,
in the nine months ended September 30, 1998.
Results of Operations - Three Months Ended September 30, 1999
- -------------------------------------------------------------
Revenues for the three months ended September 30, 1999 were $37,000 comprised
of interest income, compared to $0.1 million for the comparative period of
1998. In the three months ended September 30, 1998, the Corporation had
income of $48,000 from the provision of certain environmental consulting
services.
Costs and expenses decreased to $0.2 million in the current period from $0.4
million in the three months ended September 30, 1998. In the three months
ended September 30, 1998, the Corporation had accrued $0.3 million in
settlement of a class action lawsuit. General and administrative expenses
increased to $0.2 million in the three months ended September 30, 1999 from
$0.1 million in the three months ended September 30, 1998, primarily as a
result of costs and expenses relating to Nazca.
The net loss for the period was $0.1 million, or $0.03 per share, compared to
$0.3 million, or $0.08 per share, for the comparative period of 1998.
Liquidity and Capital Resources
- -------------------------------
The Corporation had cash and cash equivalents of $0.8 million at September 30,
1999, compared to $50,000 at December 31, 1998. The Corporation maintains a
line of credit with an affiliate in the amount of $0.8 million to fund working
capital requirements. The line of credit was fully utilized as at September
30, 1999.
Net cash provided by operating activities was $0.1 million in the nine months
ended September 30, 1999, compared to cash used by operating activities of
$0.8 million in the nine months ended September 30, 1998. A decrease in
accounts receivable in the nine months ended September 30, 1999 provided cash
of $0.3 million, compared to an increase in same using cash of $0.2 million in
the comparative period in 1998. An increase in accounts payable and other
liabilities provided cash of $0.1 million in the nine months ended September
30, 1999 and 1998, respectively. An increase in an advance to an affiliate
used cash of $47,000 in the nine months ended September 30, 1999, compared to
$0.3 million in the nine months ended September 30, 1998. A decrease in an
advance from an affiliate used cash of $40,000 in the nine months ended
September 30, 1999.
Investing activities provided cash of $0.6 million in the nine months ended
September 30, 1999, primarily as a result of payment received on a promissory
note held by the Corporation. Investing activities in the nine months ended
September 30, 1998 used cash of $1.5 million, primarily as a result of the
purchase of a promissory note by the Corporation.
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<PAGE> 11
In November 1999, the Corporation collected all principal and interest due on
an outstanding note in the principal amount of $1.4 million and $0.6 million
due from an affiliate. In addition, the Corporation repaid approximately $0.3
million of advances from affiliates in November 1999.
The Corporation believes that its assets and line of credit should enable the
Corporation to meet its current ongoing requirements. The Corporation
anticipates that it may require substantial capital to pursue current and
future acquisitions of businesses and/or operating assets and will seek such
capital through debt and/or equity financing.
Year 2000
- ---------
Many of the world's computer systems currently record years in a two-digit
format. These computer systems will be unable to properly interpret dates
beyond the year 1999, which could lead to business disruptions and is commonly
referred to as the "Year 2000" issue. Based on its current information,
management of the Corporation has determined that the Year 2000 issue will not
pose significant operational problems for its computer systems, as it only
utilizes commercially available software and personal computers, which are
Year 2000 compliant. The total cost to the Corporation of Year 2000
compliance activities has not been and is not currently anticipated to be
material to its financial position or results of operations in any given year.
In addition, management of the Corporation has initiated communications with
clients to ascertain their Year 2000 readiness and develop contingency plans
as required, and management intends to address this issue with any prospective
client. The determination by management and costs relating to the Year 2000
issue are based on management's best estimates, which were derived utilizing
numerous assumptions of future events. However, there can be no assurance
that these estimates will be achieved and actual results could vary materially
from those anticipated.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Not applicable.
-11-
<PAGE> 12
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
The Corporation is not presently subject to any material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation held its annual meeting of shareholders on July 14, 1999. At
the meeting, John Musacchio and Young-Soo Ko were re-elected Class II
directors of the Corporation for three year terms, as follows:
<TABLE>
<CAPTION>
ABSTENTIONS AND
VOTES FOR VOTES WITHHELD BROKER NON-VOTES
--------- -------------- ----------------
<S> <C> <C> <C>
John M. Musacchio 4,426,525 - -
Young-Soo Ko 4,426,525 - -
</TABLE>
Michael J. Smith, Roy Zanatta, Leonard Petersen and Jae-Sun Lee continued
their terms as directors of the Corporation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------- -----------
27 Article 5 - Financial Data Schedule for the 3rd Quarter
1999 Form 10-Q.
(b) Reports on Form 8-K
The Corporation filed the following reports with respect to the indicated
items in September 1999:
Form 8-K\A dated September 27, 1999:
Item 7. Financial Statements and Exhibits
-12-
<PAGE> 13
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.
Dated: November 11, 1999 ICHOR CORPORATION
By: /s/ Michael J. Smith
----------------------------------
Michael J. Smith, President, Chief
Financial Officer and Treasurer
-13-
<PAGE> 14
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
27 Article 5 - Financial Data Schedule for the 3rd Quarter
1999 Form 10-Q.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES INCLUDED IN THIS FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 783
<SECURITIES> 0
<RECEIVABLES> 1,677
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,047
<PP&E> 996
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,043
<CURRENT-LIABILITIES> 1,992
<BONDS> 0
0
5
<COMMON> 50
<OTHER-SE> 1,969
<TOTAL-LIABILITY-AND-EQUITY> 4,043
<SALES> 0
<TOTAL-REVENUES> 156
<CGS> 0
<TOTAL-COSTS> 289
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (126)
<INCOME-TAX> 0
<INCOME-CONTINUING> (126)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (126)
<EPS-BASIC> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
