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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, 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.)
17 Dame Street, Dublin 2
Ireland
(Address of principal executive offices)
(3531) 679 1688
(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 November 13, 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 NINE MONTHS ENDED SEPTEMBER 30, 2000
(Unaudited)
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ICHOR CORPORATION
Consolidated Balance Sheets
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
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<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 2,099 $ 2,262
Accounts receivable, net 23 56
Note receivable 600 -
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Total current assets 2,722 2,318
Investment in and advances to
unconsolidated subsidiary - 363
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$ 2,722 $ 2,681
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and other liabilities $ 1 $ 29
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Total current liabilities 1 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 (8,387) (8,456)
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2,792 2,723
Less cost of shares of common stock
held in treasury (71) (71)
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Total equity 2,721 2,652
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$ 2,722 $ 2,681
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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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, 2000 September 30, 1999
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<S> <C> <C>
Revenues
Interest income $ 101 $ 126
Gain on disposal of an unconsolidated
subsidiary 298 -
Other 6 30
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405 156
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Costs and expenses
General and administrative expenses 275 289
Equity in loss of an unconsolidated
subsidiary 61 -
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336 289
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Income (loss) before minority interest 69 (133)
Minority interest - 7
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Net income (loss) $ 69 $ (126)
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Basic and diluted loss per share $ (0.03) $ (0.06)
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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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, 2000 September 30, 1999
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<S> <C> <C>
Revenues
Interest income $ 44 $ 37
Gain on disposal of an unconsolidated
subsidiary 298 -
Other 6 -
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348 37
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Costs and expenses
General and administrative expenses 75 157
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75 157
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Income (loss) before minority interest 273 (120)
Minority interest - 7
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Net income (loss) $ 273 $ (113)
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Basic earnings (loss) per share $ 0.04 $ (0.03)
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Diluted earnings (loss) per share $ 0.02 $ (0.03)
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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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, 2000 September 30, 1999
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<S> <C> <C>
Cash Flows from Operating Activies:
Net income (loss) $ 69 $ (126)
Adjustments to reconcile net income
(loss) to cash flows from operating
activities
Gain on disposal of an unconsolidated
subsidiary (298) -
Equity in loss of an unconsolidated
subsidiary 61 -
Minority interest - (7)
Changes in current assets and liabilities
Accounts receivable 33 283
Accounts Payable and other liabilities (28) 81
Advance to affiliate - (47)
Advance from affiliate - (40)
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Net cash provided by (used in)
operating activities (163) 144
Cash Flows from Investing Activities:
Purchase of subsidiary, net of
cash acquired - 16
Decrease in note receivable - 680
Increase in resource property - (116)
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Net cash provided by
investing activities - 580
Cash Flows from Financing Activities:
Proceeds from issuance of
common shares, net - 9
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Net cash provided by financial
activities - 9
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Increase (decrease) in cash and cash
equivalents (163) 733
Cash and cash equivalents, beginning
of period 2,262 50
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Cash and cash equivalents, end
of period $ 2,099 $ 783
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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ICHOR CORPORATION
Notes to consolidated Financial Statements
September 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 nine and three month periods ended
September 30, 2000 were of a normal, recurring nature. The amounts
presented for the nine and three month periods ended September 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 nine and three month periods ended
September 30, 2000 and 1999, respectively. The weighted average number of
shares outstanding was 4,918,770 and 4,907,561 for the nine month period
ended September 30, 2000 and 1999, respectively, and 4,918,770 and
4,907,642 for the three month period ended September 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.
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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 nine
and three month periods ended September 30, 2000 should be read in
conjunction with the Corporation's consolidated financial statements and
related notes included elsewhere herein.
Results of Operations - Nine Months Ended September 30, 2000
Revenues for the nine months ended September 30, 2000 increased to $0.4
million from $0.2 million for the comparative period of 1999, primarily as
a result of an accounting gain on the disposal of an unconsolidated
subsidiary. Interest income was $0.1 million for the nine months ended
September 30, 2000 and 1999, respectively.
Costs and expenses were $0.3 million for the nine months ended September
30, 2000 and 1999, respectively.
The Corporation reported net income of $0.1 million, or a loss of $0.03
per common share, in the nine months ended September 30, 2000, compared to
a net loss of $0.1 million, or a loss of $0.06 per common share, in the
nine months ended September 30, 1999.
Results of Operations - Three Months Ended September 30, 2000
Revenues for the three months ended September 30, 2000 increased to $0.3
million from $37,000 for the comparative period in 1999 primarily as a
result of an accounting gain on the disposal of an unconsolidated
subsidiary.
Costs and expenses which were comprised of general and administrative
expenses decreased to $0.1 million in the three months ended September 30,
2000 from $0.2 million in the three months ended September 30, 1999.
Net income for the period was $0.3 million, or $0.04 basic earnings per
common share, compared to a net loss of $0.1 million, or $0.03 basic loss
per common share, for the comparative period of 1999.
Liquidity and Capital Resources
The Corporation had cash and cash equivalents of $2.1 million at September
30, 2000, compared to $2.3 million at December 31, 1999.
Net cash used in operating activities was $163,000 in the nine months
ended September 30, 2000, compared to net cash provided by operating
activities of $144,000 in the nine months ended September 30, 1999.
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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 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.
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation held its annual meeting of shareholders on July 12, 2000.
At the meeting, Jae-Sun Lee was re-elected as a director of the
Corporation for a three year term, as follows:
ABSTENTIONS AND
VOTES FOR VOTES WITHHELD BROKER NON-VOTES
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Jae Sun Lee 4,423,811 1,000 0
Jin Soo Choi and Young-Soo Ko continued their terms as directors of the
Corporation.
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 3rd
Quarter 2000 Form 10-Q.
(b) Reports on Form 8-K
The Corporation filed the following reports with respect to the
indicated items during the third quarter ended September 30, 2000:
Form 8 K/A dated August 9, 2000
Item 2. Acquisition and 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: November 14, 2000
ICHOR CORPORATION
By: /s/ J. Choi
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J. Choi, President and
Director
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 3rd
Quarter 2000 Form 10-Q.
