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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
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.)
6 Rue Charles-Bonnet, 1206 Geneva,
Switzerland
(Address of principal executive offices) (Postal Code)
(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
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 May 12, 2000
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
---------------------
ITEM 1. FINANCIAL STATEMENTS
ICHOR CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
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ICHOR CORPORATION
Consolidated Balance Sheets
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 2,206 $ 2,262
Accounts receivable 27 56
------------ ------------
Total current assets 2,233 2,318
Investment in and advances to
unconsolidated subsidiary 317 363
------------ ------------
$ 2,550 $ 2,681
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and other
liabilities $ 28 $ 29
------------ ------------
Total current liabilities 28 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 (8,586) (8,456)
2,593 2,723
Less cost of shares of common stock
held in treasury (71) (71)
------------ ------------
Total equity 2,522 2,652
------------ ------------
$ 2,550 $ 2,681
============ ============
</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
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Revenues
Interest income $ 29 $ 48
Other - 13
------------ ------------
29 61
------------ ------------
Costs and expenses
General and administrative expenses 113 72
Equity in loss of unconsolidated
subsidiary 46 -
------------ ------------
159 72
------------ ------------
Net loss $ (130) $ (11)
============ ============
Basic and diluted loss per share $ (0.04) $ (0.01)
============ ============
</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 Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss from continuing operations $ (130) $ (11)
Adjustments to reconcile net loss to
cash flows from operating activities:
Equity in loss of unconsolidated
subsidiary 46 -
Changes in current assets and
liabilities
Accounts receivable 29 50
Advances from affiliates - (40)
Accounts payable and other
liabilities (1) 11
Advances to affiliates - (47)
Other - 1
------------ ------------
Net cash used in operating
activities (56) (36)
Cash Flows from Investing Activities:
Decrease in note receivable - 680
------------ ------------
Net cash provided in investing
activities - 680
------------ ------------
Cash Flows from Financing Activities:
- -
------------ ------------
Net cash provided by financing
activities - -
------------ ------------
Increase (decrease) in cash and cash
equivalents (56) 644
Cash and cash equivalents, beginning
of period 2,262 50
------------ ------------
Cash and cash equivalents, end
of period $ 2,206 $ 694
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ICHOR CORPORATION
Notes to Consolidated Financial Statements
March 31, 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 three month period ended March 31, 2000
were of a normal, recurring nature. The amounts presented for the three
month period ended March 31, 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 three month period ended March 31,
2000 and 1999, respectively. The weighted average number of shares
outstanding was 4,918,770 and 4,907,520 for the three month periods ended
March 31, 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 three month
periods ended March 31, 2000 and 1999 since the exercise of such options
and warrants would be anti-dilutive.
Note 3. Acquisitions
Under an agreement effective June 30, 1999, the Corporation completed the
acquisition of its present interest in Nazca Holdings Ltd. ("NHL"). A
wholly-owned subsidiary of NHL is in the business of locating and
developing ground water resources in Chile to be sold to mining,
agricultural and public utility customers. NHL is included in these
consolidated financial statements under the equity method.
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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 three
month period ended March 31, 2000 should be read in conjunction with the
Corporation's consolidated financial statements and related notes included
elsewhere herein.
Results of Operations - Three Months Ended March 31, 2000 compared to
Three Months Ended March 31, 1999
Revenues for the three months ended March 31, 2000 decreased to $29,000
from $61,000 for the comparative period of 1999, primarily as a result of
a decrease in the note receivable. Interest income decreased to $29,000
in the current period from $48,000 in the comparative period of 1999.
Costs and expenses increased to $159,000 for the three months ended March
31, 2000 from $72,000 for the three months ended March 31, 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 $130,000, or $0.04 per share, in
the three months ended March 31, 2000, compared to $11,000, or $0.01 per
share, in the three months ended March 31, 1999.
Liquidity and Capital Resources
The Corporation had cash and cash equivalents of $2.2 million at March 31,
2000, compared to $2.3 million at December 31, 1999.
Net cash used by operating activities was $56,000 in the three months
ended March 31, 2000, compared to cash used by operating activities of
$36,000 in the three months ended March 31, 1999. A decrease in accounts
receivable in the three months ended March 31, 2000 provided cash of
$29,000, compared to $50,000 in the comparative period in 1999.
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.
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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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Not applicable.
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PART II. OTHER INFORMATION
-----------------
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 1st
Quarter 2000 Form 10-Q.
(b) Reports on Form 8-K
The Corporation filed the following reports with respect to the
indicated items:
Form 8-K dated February 9, 2000
Item 5. Other Events
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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: May 12, 2000
ICHOR CORPORATION
By: /s/ 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 1st Quarter
2000 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,206
<SECURITIES> 0
<RECEIVABLES> 27
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,233
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,550
<CURRENT-LIABILITIES> 28
<BONDS> 0
0
6
<COMMON> 50
<OTHER-SE> 2,466
<TOTAL-LIABILITY-AND-EQUITY> 2,550
<SALES> 0
<TOTAL-REVENUES> 29
<CGS> 0
<TOTAL-COSTS> 159
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (130)
<INCOME-TAX> 0
<INCOME-CONTINUING> (130)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (130)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
