<PAGE> 1
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------ ------
Commission file number 0-26354
LOGAN INTERNATIONAL CORP.
(Exact name of small business issuer as specified in its charter)
Washington 91-1636980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#108 - 1201 SW 7th Street
P.O. Box 860, Renton, WA
98055-0860
(Address of principal executive offices)
(206) 271-3550
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
<TABLE>
<CAPTION>
Class Outstanding at November 1, 1996
----- -------------------------------
<S> <C>
Common Stock, $0.01 6,665,726
par value
</TABLE>
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
==============================================================================
<PAGE> 2
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent 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, 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
LOGAN INTERNATIONAL CORP.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
FORM 10-QSB
QUARTERLY REPORT - PAGE 2
<PAGE> 3
LOGAN INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
ASSETS
<S> <C> <C>
Cash $ 1,430,059 $ 260,684
Investments in available-for-sale securities 6,307,356 274,685
Real estate 6,072,643 9,340,552
Other assets 49,272 31,066
------------ ------------
$ 13,859,330 $ 9,906,987
============ ============
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Liabilities
Accounts payable $ 220,598 $ 309,503
Debt
Secured 3,099,947 5,270,816
Due to affiliate 100,000 200,000
Redeemable preferred stock 143,439 143,439
Interest payable 420,929 459,398
------------ ------------
3,984,913 6,383,156
Shareholders' equity
Common shares 66,657 65,207
Preferred shares 6,000,000 -
Additional paid-in capital 6,290,521 6,219,471
Net unrealized gain on investment valuation 66,523 95,986
Retained deficit (2,549,284) (2,856,833)
------------ ------------
9,874,417 3,523,831
------------ ------------
$ 13,859,330 $ 9,906,987
============ ============
</TABLE>
FORM 10-QSB
QUARTERLY REPORT - PAGE 3
<PAGE> 4
LOGAN INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Revenue
Sale of real estate $ 2,642,717 $ -
Gain from sale of available-for-sale
securities 174,702 -
Other 8,891 15,204
------------ ------------
2,826,310 15,204
Costs and expenses
Cost of real estate sold and
related selling costs 1,878,672 -
General and administrative 580,605 400,401
Real estate taxes 78,391 170,921
Interest 239,101 604,657
------------ ------------
2,776,769 1,175,979
------------ ------------
Income (loss) before extraordinary item 49,541 (1,160,775)
Extraordinary item, Gain on debt
extinguishment 258,008 299,579
------------ ------------
Net income (loss) 307,549 (861,196)
Deficit, beginning of period (2,856,833) (519,636)
------------ ------------
Deficit, end of period $ (2,549,284) $ (1,380,832)
============ ============
Earnings (loss) per share
Before extraordinary item $ (0.01) $ (0.18)
Extraordinary item 0.04 0.05
------------ ------------
$ 0.03 $ (0.13)
============ ============
</TABLE>
FORM 10-QSB
QUARTERLY REPORT - PAGE 4
<PAGE> 5
LOGAN INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Revenue
Sale of real estate $ 1,387,717 $ -
Other - 5,394
------------ ------------
1,387,717 5,394
Costs and expenses
Cost of real estate sold and
related selling costs 1,273,866 -
General and administrative 336,474 108,944
Real estate taxes 24,274 55,882
Interest 66,128 219,724
------------ ------------
1,700,742 384,550
------------ ------------
Loss before extraordinary item (313,025) (379,156)
Extraordinary item, Loss on debt
extinguishment - (240,132)
------------ ------------
Net loss (313,025) (619,288)
Deficit, beginning of period (2,236,259) (761,544)
------------ ------------
Deficit, end of period $ (2,549,284) $ (1,380,832)
============ ============
Loss per share
Before extraordinary item $ (0.06) $ (0.06)
Extraordinary item - (0.03)
------------ ------------
$ (0.06) $ (0.09)
============ ============
</TABLE>
FORM 10-QSB
QUARTERLY REPORT - PAGE 5
<PAGE> 6
LOGAN INTERNATIONAL CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Cash flows from operating activities
Income (loss) before extraordinary item $ 49,541 $ (1,160,775)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Gain from sale of available-for-sale
securities (174,702) -
Write-down of property 205,000 -
Amortization 2,520 20,190
Other - 30,385
------------ ------------
82,359 (1,110,200)
Changes in working capital:
Real estate 1,809,145 -
Prepaid and other assets (23,344) (41,009)
Accounts receivable (311) (1,578)
Payables 502 519,553
------------ ------------
1,868,351 (633,234)
Cash flows from financing activities
Borrowings 330,000 1,905,035
Payment of debts (1,164,045) (259,555)
Issuance of preferred shares 6,000,000 -
Issuance of common shares 22,500 -
------------ ------------
5,188,455 1,645,480
Cash flows from investing activities
Purchase of available-for-sale securities (6,200,000) (1,072,194)
Proceeds from sale of available-for-sale
securities 312,569 -
------------ ------------
(5,887,431) (1,072,194)
------------ ------------
Net increase (decrease) in cash 1,169,375 (59,948)
Cash, beginning of period 260,684 172,145
------------ ------------
Cash, end of period $ 1,430,059 $ 112,197
============ ============
</TABLE>
FORM 10-QSB
QUARTERLY REPORT - PAGE 6
<PAGE> 7
LOGAN INTERNATIONAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
Note 1 Basis of Presentation
---------------------
The interim period consolidated financial statements have been prepared by the
Registrant pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. These interim period statements should be read
together with the statements and the accompanying notes included in the
Registrant's latest annual report on Form 10-KSB. In the opinion of the
Registrant, the accompanying unaudited interim consolidated financial
statements contain all adjustments necessary in order to present a fair
statement of the results for the interim periods presented.
Note 2 Preferred Shares
----------------
In June 1996, the Registrant sold $6 million of its preferred stock (the
"Logan Preferred Stock") to Drummond Financial Corporation, formerly called
CVD Financial Corporation ("Drummond"). The Logan Preferred Stock provides
for, among other things: (i) a cumulative dividend of 5% per annum; (ii)
interest on accrued and unpaid dividends; (iii) redemption by the Registrant
at any time and from time to time; (iv) an issue price of $100 per share; (v)
one vote per share; and (vi) a 10% premium on the amount paid-up thereon on
redemption, liquidation, dissolution or winding-up.
Note 3 Earnings per Share
------------------
Earnings per share is computed on the weighted average number of shares
outstanding during the period, after considering convertible securities,
warrants and options. The weighted average number of shares was 6,608,117 and
6,508,604 for the nine months ended September 30, 1996 and 1995, respectively.
Note 4 Related Party Transactions
--------------------------
In June 1996, the Registrant acquired $2 million of convertible preferred
shares (the "Arbatax Preferred Shares") in the capital of Arbatax
International Inc. ("Arbatax"), which owns approximately 49.9% of the shares
of common stock of the Registrant. Subsequently, the Registrant acquired an
additional $4 million of Arbatax Preferred Shares. Certain officers and
directors of the Registrant are also officers and directors of Arbatax.
Drummond acquired the Logan Preferred Stock as set forth in Note 2 above.
Certain officers and directors of the Registrant are also officers and
directors of Drummond, and Arbatax owns all of the preferred and 34.6% of the
common stock of Drummond.
FORM 10-QSB
QUARTERLY REPORT - PAGE 7
<PAGE> 8
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 the
financial condition of Logan International Corp. (the "Company") for the nine
months and quarter ended September 30, 1996 should be read in conjunction with
the consolidated financial statements and related notes included elsewhere
herein.
Results of Operations - Nine Months Ended September 30, 1996
- ------------------------------------------------------------
Revenues for the nine months ended September 30, 1996 increased to $2.8
million from $15,204 for the nine months ended September 30, 1995, primarily
as a result of the sale of real estate for proceeds of $2.6 million and a gain
of $174,702 from the sale of securities.
Costs and expenses for the nine months ended September 30, 1996 increased to
$2.8 million from $1.2 million in the comparable period of 1995, primarily as
a result of the cost of real estate sold and related selling costs, which
totalled $1.9 million. General and administrative expenses increased to
$580,605 in the current period from $400,401 in the comparative period of
1995, primarily as a result of a write-down of property of $205,000. Interest
expense in the nine months ended September 30, 1996 decreased to $239,101 from
$604,657 in the same period of 1995, as a result of reduced indebtedness.
In the nine months ended September 30, 1996, the Company transferred 10
registered pieces of land to a lender in exchange for an extinguishment of a
loan of $1.4 million and related property taxes and assessment payments, which
resulted in the Company recognizing an extraordinary gain of $258,008. The
Company recognized an extraordinary gain of $299,579 in the comparative period
of 1995.
The Company had net income of $307,549 or $0.03 per share in the first nine
months of 1996, compared to a net loss of $861,196 or $0.13 per share in the
first nine months of 1995.
Results of Operations - Three Months Ended September 30, 1996
- -------------------------------------------------------------
Revenues for the three months ended September 30, 1996 increased to $1.4
million from $5,394 for the three months ended September 30, 1995, as a result
of a sale of real estate.
Costs and expenses in the third quarter of 1996 increased to $1.7 million from
$384,550 in the comparable period of 1995, primarily as a result of the cost
of real estate sold and related selling costs, which totalled $1.3 million.
General and administrative expenses increased to $336,474
FORM 10-QSB
QUARTERLY REPORT - PAGE 8
<PAGE> 9
in the current period from $108,944 in the third quarter of 1995, primarily as
the result of a write-down of property of $205,000. Interest expense in the
three months ended September 30, 1996 decreased to $66,128 from $219,724 in
the same period of 1995, as a result of reduced indebtedness.
The Company had a net loss of $313,025 or $0.06 per share in the third quarter
of 1996, compared to a net loss of $619,288 or $0.09 per share in the third
quarter of 1995. During the three months ended September 30, 1995, the
Company transferred one parcel of property, which the Company carried on its
balance sheet at a historical cost of $305,000, to a creditor who assumed
certain liabilities relating to such property and provided the Company with an
extension of an existing loan, which resulted in a loss from an extraordinary
item of $240,132 or $0.03 per share.
Liquidity and Capital Resources
- -------------------------------
The Company had cash of $1.4 million at September 30, 1996, compared to
$260,684 at December 31, 1995. At September 30, 1996, the Company had
available-for-sale securities of $6.3 million, compared to $274,685 at
December 31, 1995, primarily as the result of the investment of the proceeds
from the sale of 60,000 shares of second series preferred stock (the "Logan
Preferred Stock") to Drummond Financial Corporation, formerly called CVD
Financial Corporation ("Drummond"), for $6 million in June 1996. The Logan
Preferred Stock provides for, among other things: (i) a cumulative dividend of
5% per annum; (ii) interest on accrued and unpaid dividends; (iii) redemption
by the Company at anytime; (iv) an issue price of $100 per share; (v) one vote
per share; and (vi) a 10% premium on the amount paid-up thereon on redemption,
liquidation, dissolution or winding-up. The Company and Drummond have two
common directors and the transaction was approved by the disinterested
directors of the Company.
The Company has a $4 million line of credit of which $0.7 million was utilized
as at September 30, 1996. The line of credit is secured by certain parcels of
real estate, matures on December 30, 1997 and bears interest at a rate of
prime plus 4% per annum. As the Company's principal source of revenue has
been the sale of real estate, and is therefore unpredictable, the Company
utilizes its credit facility to cover its cash short-falls. The Company
believes that this credit facility is adequate for its needs.
Operating activities provided cash of $1.9 million in the first nine months of
1996, compared to using cash of $633,234 in the comparable period of 1995,
primarily as a result of proceeds of $2.6 million from the sale of real
estate. Financing activities provided cash of $5.2 million in the first nine
months of 1996, compared to $1.6 million in the comparative period of 1995,
primarily as a result of the sale of the Logan Preferred Stock. Investing
activities used cash of $5.9 million in the first nine months of 1996,
compared to using cash of $1.1 million in the same period of 1995. Investing
activities in the current period included the acquisition of an aggregate of
$6 million of convertible preferred shares of Arbatax International Inc.
("Arbatax"). The Company and Arbatax have two common directors.
FORM 10-QSB
QUARTERLY REPORT - PAGE 9
<PAGE> 10
At September 30, 1996, the Company had $1.2 million in outstanding notes which
is non-recourse to the Company and secured by deeds of trust on substantially
all of the Company's real estate assets. Pursuant to such deeds of trust, the
Company is obligated to make property tax and assessment payments on the
secured properties on a timely basis. All of the foregoing notes are in
default and the holders of such notes have the right to foreclose on the
properties securing same. In the event that any such holder commences a
nonjudicial foreclosure action, under Washington law the Company has the right
to cure its default by paying all past due taxes and assessments at any time
prior to 10 days before the foreclosure sale. In the event that a holder of a
note commences a judicial foreclosure action under Washington law, the Company
will not have the right to cure the default by paying the past due
obligations. If such a holder is successful in a judicial foreclosure action,
the property will be sold at a sheriff's sale and the Company will have an
eight month period following such sale to redeem the property by paying the
sheriff's sale price plus interest at 8% per annum.
As at September 30, 1996, the holder of a $555,051 note secured by 56.6 acres
of the Company's Gig Harbour property (which totals 102.6 acres) with a total
book value of $3.0 million has commenced a legal foreclosure action. The
property is scheduled to be sold in the fourth quarter of 1996, after which
time, the Company will have eight months to redeem the property, if it so
elects. Except as aforesaid, no nonjudicial or judicial foreclosure actions
have been commenced as a result of the Company's failure to make property tax
or assessment payments on a timely basis.
At September 30, 1996, delinquent real estate taxes on the Company's
properties amounted to $644,762. In addition, there is approximately $530,533
in assessments to local improvement districts ("LIDs") which are delinquent.
Substantially all of the Company's properties are subject to delinquent LIDs
and property taxes. Delinquent real estate taxes and LIDs accrue interest at
approximately 12% per annum. Under Washington law, if real estate taxes or
LIDs remain delinquent for three years, the governing jurisdiction can
commence foreclosure proceedings against the property. The Company
anticipates that for the foreseeable future it will permit real estate taxes
to remain delinquent, but may pay such taxes and LIDs as are necessary to
prevent foreclosure proceedings from occurring.
FORM 10-QSB
QUARTERLY REPORT - PAGE 10
<PAGE> 11
The following table summarizes the repayment schedule of the Company's secured
debt obligations, LIDs and unpaid property taxes at September 30, 1996:
Year Ending
September 30,
-------------
1997 $ 1,623,988
1998 781,959
1999 55,667
2000 415,667
2001 55,667
Thereafter 166,999
-----------
$ 3,099,947
===========
Based upon appraisals prepared for the Company, the Company believes that the
value of its real estate assets substantially exceeds the amount of all such
indebtedness. All of the real estate assets are undeveloped, which makes the
appraisal process inherently less certain than with developed properties.
Accordingly, no assurance can be given that upon sale of the properties the
Company will ultimately realize the appraised value of such properties.
The Company intends to develop its Gig Harbour property for
residential/commercial use. The property is currently zoned for limited
commercial and single family uses, but the intensity of development permitted
by current ordinances does not make development feasible. As a result, the
Company, along with other owners in the area, is in the process of having its
Gig Harbour property annexed to the City of Gig Harbour from Pierce County,
Washington. The annexation petition has been unanimously approved by the Gig
Harbour City Council and is now under final review by the Pierce County
Boundary Review Board. If such petition is successful, the zoning designation
within the City of Gig Harbour will permit increased density and the inclusion
of multi-family housing. Any development of the Gig Harbour property may be
conducted through partnerships, joint ventures or other economic associations
with local developers. The Company's current involvement is limited to "bare
land" development work, including zoning, subdivision, arranging services and
permits and related activities.
In addition, the Company may carry out pre-development work on certain other
real estate assets in order to enhance their marketability and sale value. In
September 1996, the Company sold one of its properties for $1.4 million. The
cost of real estate sold and related selling costs were $1.3 million.
The Company may also seek controlling interests in operating businesses as
opportunities arise. The Company has not acquired any such interests to date
and has not identified any opportunities at the date hereof. The Company
anticipates that it may require substantial capital to pursue any such
opportunities and anticipates that such capital will be provided through the
sale or exchange of assets, or through debt or equity financing.
FORM 10-QSB
QUARTERLY REPORT - PAGE 11
<PAGE> 12
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Company's annual report on Form 10-KSB for the year
ended December 31, 1995, and quarterly report on Form 10-QSB for the period
ended March 31, 1996, for information concerning certain legal proceedings.
ITEMS 2-5. Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
- ------- -----------
27 Article 5 Financial Data Schedule for 3rd Quarter 1996 Form 10-QSB
(b) Reports on Form 8-K
None
FORM 10-QSB
QUARTERLY REPORT - PAGE 12
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LOGAN INTERNATIONAL CORP.
/s/ Michael J. Smith
--------------------------
Michael J. Smith,
Chief Financial Officer
and Director
Date: November 4, 1996
FORM 10-QSB
QUARTERLY REPORT - PAGE 13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27 Article 5 Financial Data Schedule for 3rd Quarter 1996 Form 10-QSB
</TABLE>
FORM 10-QSB
QUARTERLY REPORT - PAGE 14
<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-QSB AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,430,059
<SECURITIES> 6,307,356
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 6,072,643
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,859,330
<CURRENT-LIABILITIES> 0
<BONDS> 3,099,947
143,439
6,000,000
<COMMON> 66,657
<OTHER-SE> 3,807,760
<TOTAL-LIABILITY-AND-EQUITY> 13,859,330
<SALES> 2,642,717
<TOTAL-REVENUES> 2,826,310
<CGS> 1,878,672
<TOTAL-COSTS> 2,776,769
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 239,101
<INCOME-PRETAX> 49,541
<INCOME-TAX> 0
<INCOME-CONTINUING> 49,541
<DISCONTINUED> 0
<EXTRAORDINARY> 258,008
<CHANGES> 0
<NET-INCOME> 307,549
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.03
</TABLE>
