<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 March 31, 1999
[ ] 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: 000-26354
LOGAN INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
Washington 91-1636980
(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 May 12, 1999
----- ---------------------------
Common Stock, $0.01 10,837,808
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 and
regulatory 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 THREE MONTHS ENDED MARCH 31, 1999
(Unaudited)
2
<PAGE> 3
LOGAN INTERNATIONAL CORP.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 641 $ 595
Accounts receivable, net 472 632
Real estate held for development
and sale 3,801 3,785
Other assets 10 79
-------------- --------------
Total current assets 4,924 5,091
Investments 9,850 10,992
-------------- --------------
$ 14,774 $ 16,083
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 323 $ 323
Accrued liabilities 139 139
Due to affiliates 4,900 4,900
Debt 1,825 1,811
-------------- --------------
Total current liabilities 7,187 7,173
Long-Term Debt 205 205
-------------- --------------
Total liabilities 7,392 7,378
Shareholders' Equity
Common stock 108 108
Preferred stock 1 1
Additional paid-in capital 14,673 14,673
Net unrealized loss on investment
valuation (1,989) (847)
Retained deficit (5,411) (5,230)
-------------- --------------
Total equity 7,382 8,705
-------------- --------------
$ 14,774 $ 16,083
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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LOGAN INTERNATIONAL CORP.
Consolidated Statements of Operations and Deficit
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues
Dividend income $ 274 $ 290
Other 6 2
-------------- --------------
280 292
-------------- --------------
Costs and expenses
General and administrative expenses 90 201
Real estate taxes 5 12
Interest 66 161
-------------- --------------
161 374
-------------- --------------
Gain on disposal of a subsidiary - 437
Minority interest - (27)
-------------- --------------
Net income 119 328
Deficit, beginning of period (5,230) (5,396)
Dividends paid on preferred shares (300) (300)
-------------- --------------
Deficit, end of period $ (5,411) $ (5,368)
============== ==============
Basic and diluted earnings per share $ 0.00 $ 0.02
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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LOGAN INTERNATIONAL CORP.
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Net gain $ 119 $ 328
Other comprehensive loss:
Unrealized loss on securities (1,142) (262)
-------------- --------------
Total comprehensive (loss) gain $ (1,023) $ 66
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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LOGAN INTERNATIONAL CORP.
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income from continuing operations $ 119 $ 328
Adjustments to reconcile net income to net
cash provided by operating activities
Minority interest - 27
Gain on disposal of a subsidiary - (437)
Changes in current assets and liabilities
Cash held in escrow - 145
Real estate held for development and sale (16) (12)
Prepaid and other assets 69 (44)
Accounts receivable 160 1,071
Payables - (1,049)
-------------- --------------
Net cash provided by operating
activities of continuing operations 332 29
Cash Flows from Investing Activities: - -
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Net cash provided (used) by investing
activities of continuing operations - -
Cash Flows from Financing Activities:
Increase (decrease) in debts 14 (232)
Issuance of preferred shares by
a subsidiary - 2,230
Dividends paid (300) (300)
-------------- --------------
Net cash (used in) provided
by financing activities of
continuing operations (286) 1,698
-------------- --------------
Increase in cash and cash equivalents 46 1,727
Cash and cash equivalents,
beginning of period 595 452
-------------- --------------
Cash and cash equivalents, end of period $ 641 $ 2,179
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
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LOGAN INTERNATIONAL CORP.
Notes to Consolidated Financial Statements
March 31, 1999
(Unaudited)
Note 1. Basis of Presentation
- ------------------------------
The interim period consolidated financial statements contained herein have
been prepared by the Registrant pursuant to the rules and regulations of the
U.S. 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 audited consolidated financial statements and
accompanying notes included in the Registrant's latest annual report on Form
10-K for the year ended December 31, 1998. In the opinion of the Registrant,
the unaudited consolidated financial statements contained herein contain all
adjustments necessary in order to present a fair statement of the results for
the interim periods presented.
Note 2. Earnings (Loss) Per Share
- ----------------------------------
Basic earnings (loss) per share is computed on the weighted average number of
shares outstanding during the period. The weighted average number of shares
outstanding were 10,837,808 for the three months ended March 31, 1999 and
1998, respectively.
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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 Logan International Corp. (the "Corporation") for the
three months ended March 31, 1999 should be read in conjunction with the
consolidated financial statements and related notes included elsewhere herein.
Effective December 31, 1998, the Corporation transferred its 50.3% interest in
the shares of common stock of Ichor Corporation ("Ichor") to an affiliated
party. The Corporation's results of operations for the first quarter of 1998
include the results of operations of Ichor.
Results of Operations - Three Months Ended March 31, 1999
- ---------------------------------------------------------
Revenues were $0.3 million for the three months ended March 31, 1999 and 1998,
respectively, primarily as a result of dividends received on shares held by
the Corporation.
Costs and expenses decreased to $0.2 million for the three months ended March
31, 1999 from $0.4 million for the three months ended March 31, 1998, as a
result of the transfer by the Corporation of its interest in the shares of
common stock of Ichor. Interest expense decreased to $66,000 in the three
months ended March 31, 1999 from $0.2 million in the same period of 1998,
primarily as a result of reduced indebtedness in the current period and the
sale in the first quarter of 1998 by Ichor of a wholly-owned subsidiary which
had financed certain receivables.
Net income in the three months ended March 31, 1999 was $0.1 million, or $0.00
per share, compared to $0.3 million, or $0.02 per share, in the three months
ended March 31, 1998.
Liquidity and Capital Resources
- -------------------------------
The Corporation had cash and cash equivalents of $0.6 million at March 31,
1999 and December 31, 1998, respectively.
Continuing operating activities provided cash of $0.3 million in the three
months ended March 31, 1999, compared to $29,000 in the three months ended
March 31, 1998. A decrease in accounts receivable provided cash of $0.2
million in the three months ended March 31, 1999, compared to $1.1 million in
the same period of 1998. A decrease in payables in the three months ended
March 31, 1998 used cash of $1.0 million. A decrease in cash held in escrow
provided cash of $0.1 million in the three months ended March 31, 1998.
8
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Financing activities used cash of $0.3 million in the three months ended March
31, 1999, compared to providing cash of $1.7 million in the three months ended
March 31, 1998. A net increase in indebtedness provided cash of $14,000 in
the three months ended March 31, 1999, compared to a net decrease in
indebtedness using cash of $0.2 million in the comparative period of 1998.
The Corporation paid $0.3 million in dividends on its preferred stock in the
three months ended March 31, 1999 and 1998, respectively.
At March 31, 1999, the Corporation had $1.7 million in outstanding notes which
are secured by deeds of trust on a portion of the Corporation's real estate
assets and are non-recourse to the Corporation. Pursuant to such deeds of
trust, the Corporation is obligated to make property tax and assessment
payments on the secured properties on a timely basis.
At March 31, 1999, overdue property taxes on the Corporation's properties
amounted to $0.1 million. In addition, there were approximately $0.2 million
in assessments to local improvement districts ("LIDs"). Overdue property
taxes and LIDs accrue interest at approximately 12% per annum. Under
Washington State law, if property taxes or LIDs remain delinquent for three
years, the governing jurisdiction can commence foreclosure proceedings against
the property. The Corporation anticipates that for the foreseeable future it
will permit property taxes to remain overdue, but may pay such taxes and LIDs
as are necessary to prevent foreclosure proceedings from occurring. No non-
judicial or judicial foreclosure actions have been commenced as a result of
the Corporation's failure to make property tax or assessment payments on a
timely basis.
The following table summarizes the repayment schedule of the Corporation's
debt obligations, LIDs and unpaid property taxes at March 31, 1999:
Year Ending Dollars in
March 31, Thousands
----------- -----------
1999 $ 1,825
2000 41
2001 41
2002 41
2003 41
Thereafter 41
-----------
$ 2,030
===========
The Corporation has no commitments for capital expenditures in relation to its
undeveloped real estate, although it may need to provide funds for pre-
development work on certain parcels in order to enhance their marketability
and sale value.
The Corporation believes that its assets should enable the Corporation to meet
its current ongoing liquidity requirements.
9
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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.
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PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Corporation's annual report on Form 10-K for the
fiscal year ended December 31, 1998 for information concerning legal
proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
- ------- -----------
27 Article 5 - Financial Data Schedule for the 1st Quarter 1999
Form 10-Q.
(b) Reports on Form 8-K
None.
11
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 13, 1999 LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
----------------------------------
Michael J. Smith, President, Chief
Financial Officer and Director
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<PAGE> 13
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
27 Article 5 - Financial Data Schedule for the 1st 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 641
<SECURITIES> 0
<RECEIVABLES> 472
<ALLOWANCES> 0
<INVENTORY> 3,801
<CURRENT-ASSETS> 4,924
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,774
<CURRENT-LIABILITIES> 7,187
<BONDS> 0
0
1
<COMMON> 108
<OTHER-SE> 7,273
<TOTAL-LIABILITY-AND-EQUITY> 14,774
<SALES> 0
<TOTAL-REVENUES> 280
<CGS> 0
<TOTAL-COSTS> 161
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 66
<INCOME-PRETAX> 119
<INCOME-TAX> 0
<INCOME-CONTINUING> 119
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 119
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
