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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 June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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.)
6 Rue Charles-Bonnet, 1206 Geneva,
Switzerland
(Address of principal executive offices)
(41 22) 818-2999
(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
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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 August 9, 2000
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Common Stock, $0.01, 4,918,770
par value
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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
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ITEM 1. FINANCIAL STATEMENTS
ICHOR CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
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ICHOR CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
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<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 2,152 $ 2,262
Accounts receivable 11 56
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Total current assets 2,163 2,318
Investment in and advances to
unconsolidated subsidiary 302 363
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$ 2,465 $ 2,681
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and other
liabilities $ 17 $ 29
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Total current liabilities 17 29
Shareholders' Equity
Preferred stock 6 6
Common stock 50 50
Additional paid-in capital on
preferred stock 5,371 5,371
Additional paid-in capital on
common stock 5,752 5,752
Retained deficit (8,660) (8,456)
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2,519 2,723
Less cost of shares of common stock
held in treasury (71) (71)
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Total equity 2,448 2,652
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$ 2,465 $ 2,681
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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ICHOR CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
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<S> <C> <C>
Revenues
Interest income $ 57 $ 89
Other - 30
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57 119
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Costs and expenses
General and administrative expenses 200 132
Equity in loss of unconsolidated
subsidiary 61 -
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261 132
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Net loss $ (204) $ (13)
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Basic and diluted loss per share $ (0.07) $ (0.03)
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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ICHOR CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
June 30, 2000 June 30, 1999
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<S> <C> <C>
Revenues
Interest income $ 28 $ 41
Other - 17
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28 58
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Costs and expenses
General and administrative expenses 87 60
Equity in loss of unconsolidated
subsidiary 15 -
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102 60
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Net loss $ (74) $ (2)
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Basic and diluted loss per share $ (0.03) $ (0.01)
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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ICHOR CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
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<S> <C> <C>
Cash Flows from Operating Activities:
Net loss from continuing operations $ (204) $ (13)
Adjustments to reconcile net loss to
cash flows from operating activities:
Equity in loss of unconsolidated
subsidiary 61 -
Changes in current assets and liabilities:
Accounts receivable 45 16
Advances from affiliates - (40)
Accounts payable and other liabilities (12) 5
Advances to affiliates - (47)
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Net cash used in operating activities (110) (79)
Cash Flows from Investing Activities:
Purchase of a subsidiary, net of cash
acquired - 16
Decrease in note receivable - 680
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Net cash provided by investing
activities - 696
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Cash Flows from Financing Activities: - -
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Net cash provided by financing
activities - -
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Increase (decrease) in cash and cash
equivalents (110) 617
Cash and cash equivalents, beginning of
period 2,262 50
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Cash and cash equivalents, end of
period $ 2,152 $ 667
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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ICHOR CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
June 30, 2000
(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 six months and three months ended June 30,
2000, respectively, were of a normal, recurring nature. The amounts
presented for the six months and three months ended June 30, 2000 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, 1999, 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 six months and three months ended
June 30, 2000 and 1999, respectively. The weighted average number of
shares outstanding was 4,918,770 and 4,907,520 for the six months ended
June 30, 2000 and 1999, respectively, and 4,918,770 and 4,907, 520 for the
three months ended June 30, 2000 and 1999, 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 six months
and the three months ended June 30, 2000 and 1999, respectively, since the
exercise of such options and warrants would be anti-dilutive.
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PART I. FINANCIAL INFORMATION
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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 six
months ended June 30, 2000 should be read in conjunction with the
Corporation's consolidated financial statements and related notes included
elsewhere herein.
Results of Operations - Six Months Ended June 30, 2000 compared to Six
Months Ended June 30, 1999
Revenues for the six months ended June 30, 2000 decreased to $57,000 from
$119,000 for the comparative period of 1999, primarily as a result of a
decrease in the note receivable. Interest income decreased to $57,000 in
the current period from $89,000 in the comparative period of 1999.
Costs and expenses increased to $261,000 for the six months ended June 30,
2000 from $132,000 for the six months ended June 30, 1999, primarily as a
result of an increase in general and administrative expenses and in the
equity in loss of an unconsolidated subsidiary.
The Corporation reported a net loss of $204,000, or $0.07 per share, in
the six months ended June 30, 2000, compared to a net loss of $13,000, or
$0.03 per share, in the six months ended June 30, 1999.
Results of Operations - Three Months Ended June 30, 2000 compared to Three
Months Ended June 30, 1999
Revenues for the three months ended June 30, 2000 decreased to $28,000
from $58,000 for the comparative period of 1999, primarily as a result of
a decrease in the note receivable. Interest income decreased to $28,000
in the current period from $41,000 in the comparative period of 1999.
Costs and expenses increased to $102,000 for the three months ended June
30, 2000 from $60,000 for the three months ended June 30, 1999, primarily
as a result of an increase in general and administrative expenses and in
the equity in loss of an unconsolidated subsidiary.
The Corporation reported a net loss of $74,000, or $0.03 per share, in the
three months ended June 30, 2000, compared to a net loss of $2,000, or
$0.01 per share, in the three months ended June 30, 1999.
Liquidity and Capital Resources
The Corporation had cash and cash equivalents of $2.2 million at June 30,
2000, compared to $2.3 million at December 31, 1999.
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Net cash used by operating activities was $110,000 in the six months ended
June 30, 2000, compared to $79,000 in the six months ended June 30, 1999.
A decrease in accounts receivable in the six months ended June 30, 2000
provided cash of $45,000, compared to $16,000 in the comparative period in
1999.
The Corporation previously acquired approximately 87% of the
issued and outstanding shares of common stock of Nazca Holdings Ltd.
("Nazca") effective June 30, 1999, pursuant to a purchase agreement (the
"Purchase Agreement") among the Corporation and the former majority
holders (the "Vendors") of the shares (the "Shares") of common stock of
Nazca. Nazca, through a subsidiary, is in the business of the exploration
for and development of groundwater resources in Chile.
In 1999 two of the Vendors purported to exercise an option (the "Option")
granted pursuant to the Purchase Agreement to reacquire approximately 37.6%
of the Shares. The Corporation believed the attempted exercise to be
invalid, as the conditions to be met prior to exercise were not satisfied.
A dispute arose between the two Vendors purporting to exercise the Option
and the Corporation as to the validity of the exercise of the Option.
In order to settle the dispute relating to the purported exercise of the
Option, effective July 28, 2000, the Corporation completed an agreement with
one of the Vendors to sell all of the Corporation's interest in the Shares
of Nazca and certain receivables due from Nazca to the Corporation (the
"Receivables"), in exchange for a promissory note from that Vendor in the
amount of $600,000 which accrues interest at the rate of 5% per annum and
is due on June 30, 2001. The Corporation also obtained a release from,
and granted a release to, Nazca and the Vendors with respect to any claims
arising out of or connected with Nazca. The consideration payable for the
Shares and the Receivables is the result of a negotiated settlement of a
disputed claim. As a result of the foregoing the Corporation has no further
interest in Nazca.
For further information with respect to the settlement, including the
agreement with the Vendor referred to above, see the Corporation's Form 8-
K dated August 9, 2000, which is incorporated herein by reference.
The Corporation believes that its assets 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
The Corporation has not experienced any difficulties associated with the
changeover to the year 2000. While management of the Corporation believes
that it took adequate steps to address the year 2000 issue, and the
Corporation is not aware of any difficulties experienced by its clients
associated with the changeover to the year 2000, there can be no assurance
that difficulties associated with the year 2000 may not arise in the
future.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Not applicable.
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PART II. OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
The Corporation is not presently subject to any material legal
proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
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27 Article 5 - Financial Data Schedule for the 2nd
Quarter 2000 Form 10-Q.
(b) Reports on Form 8-K
A report on Form 8-K dated August 9, 2000 was filed under:
Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements and Exhibits.
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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: August 9, 2000
ICHOR CORPORATION
By: /s/ Michael J. Smith
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Michael J. Smith
Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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27 Article 5 - Financial Data Schedule for the 2nd
Quarter 2000 Form 10-Q.
