UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the Year Ended December 31, 1997.
COMMISSION FILE NO. 1-2714
ATLAS CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 13-5503312
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
370 Seventeenth Street, 303-629-2440
Suite 3140, Denver, CO ----------------------
80202 (Registrant's
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(Address of principal (including area code)
executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
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NAME OF EACH EXCHANGE
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TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $1 NASDAQ Bulletin
per share Board
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Option Warrants to
Purchase Common Stock
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Securities registered pursuant to Section 12(g) of the Act: None
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [ X ]
Aggregate market value of 24,077,539 shares of Common Stock held by non-
affiliates of the Registrant as of March 26, 1998 was $6,741,711.
As of March 26, 1998 Registrant had outstanding 27,360,253 shares of Common
Stock, $1.00 Par Value, its only class of voting stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
1
PART I
This report includes forward looking statements concerning the Company's
operations, performance and financial condition. Such forward looking statements
involves risks and uncertainties and are subject to change based on various
factors. Actual results could differ materially. Readers are cautioned not to
place undo reliance on forward looking statements.
Item 1. BUSINESS
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GENERAL
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Atlas Corporation ("Atlas" or the "Company") is principally engaged in the
exploration, development and exploitation of mineral resource properties. Atlas
was incorporated under the laws of the State of Delaware on October 31, 1936.
The principal office of Atlas is located at Republic Plaza, 370 Seventeenth
Street, Suite 3140, Denver, Colorado, 80202 U.S.A. Atlas has five-
subsidiaries: (i) 100% ownership in Atlas Precious Metals Inc. ("APMI"),
incorporated under the laws of the State of Nevada, which holds the Grassy
Mountain property and the exploration portion of the Gold Bar claim block, (ii)
100% ownership of Atlas Gold Mining Inc. ("AGMI"), incorporated under the laws
of the State of Nevada, which holds the mineral reserves and other assets and
infrastructure at the Gold Bar mine, (iii) 100% ownership in Arisur Inc.
("Arisur"), a Grand Cayman corporation, which owns and operates mines in
Bolivia, South America through a Bolivian branch, (iv) 100% ownership of Suramco
Metals, Inc. ("Suramco"), and (v) approximately 61% ownership of Cornerstone
Industrial Minerals Corporation ("Cornerstone") (formerly known as Phoenix
Financial Holdings Inc.). Atlas intends to wind up the businesses of APMI, AGMI,
and Suramco, as soon as practical, as a means to cut its general and
administrative costs. In December 1996 Atlas completed the sale of its wholly
owned subsidiary, Atlas Perlite, Inc., to Cornerstone. See "Item 1 Business -
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Tucker Hill".
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ARISUR INC.
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In 1996 the Company acquired a 50% interest in Arisur from Arimetco
International Inc., a Canadian corporation, for $3 million in cash and purchased
100% of Suramco, which owned the remaining 50% interest in Arisur, for four
million shares of the Company's common stock. Arisur owns and operates the
Andacaba Mine and the Don Francisco and Koyamayu exploration and development
properties. All three properties are underground lead, zinc and silver
operations located in southern Bolivia. Arisur processes ore through its
Andacaba Mill and in 1997 purchased the Koyamayu property and the Comali Mill
for expansion opportunities. During 1997 Suramco's interest in Arisur was
transferred to Atlas, resulting in 100% direct ownership by Atlas.
EMPLOYEES AND OFFICES
Arisur's corporate office is located in La Paz, Bolivia and staffed by seven
persons. Operations are conducted out of Arisur's office in Potosi, which is
staffed by nine persons. Additionally, there are 259 miners, mill workers and
maintenance persons directly involved in operations.
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ANDACABA MINE
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LOCATION
The property is located in the south central altiplano region of Bolivia near
the city of Potosi, a historic mining community, at an elevation of
approximately 4,500 meters (14,800 feet). The Andacaba property is accessible by
traveling south/southeast 37 kilometers (23 miles) via an all weather gravel
road from the city of Potosi.
PROPERTY
The Andacaba facilities and mine are situated on 15 concessions controlled 100%
by Arisur comprising 1,505 hectares (3,712 acres).
OPERATIONS
The Andacaba lead, zinc and silver mine has been in operation since the early
1900s. The mining operations take place year round with an average of 28 days
per month for a total of 330 workdays per year. The Andacaba Mill processes ore
from all three of Arisur's mining properties and presently has excess capacity
to perform custom milling. The concentrates are shipped by truck to Potosi and
then by rail to warehouses at the Chilean seaport of Antofagasta prior to
shipment to smelters in various markets. In February 1998 Chilean authorities
reached agreement with Bolivian authorities to relocate the area set aside for
lead concentrate storage to a location approximately 30 kilometers north of
Antofagasta at Portezuelo Station.
CONDITION
Service facilities at the mine site are basic and require upgrading as part of
the mine expansion for which planning is underway. The Andacaba Mill capacity
was expanded in 1997 to 550 tonnes per day. A direct power line from the Velarde
II substation near Potosi was completed in August 1997. Water for the mill is
supplied from underground sources at the mine. The city of Potosi provides a
source of supplies and labor.
GEOLOGY/MINERALOGY
The mineralized veins at Andacaba are enclosed in tertiary porphyritic quartz
latite or rhyodacite volcanic rocks. The volcanics are part of an igneous
complex that includes an elliptical-shaped pluton of biotite granodiorite that
crops out south of the mine area. The pluton is believed to be 40 kilometers
(25 miles) long and 14 kilometers (9 miles) wide. Volcanic breccias can be
observed in the mine area. Clasts in the breccias consist of sediments and
volcanics that range from one to 15 centimeters (0.4 to 6 inches) across. The
matrix is fine, pulverized material cemented by quartz. Paleozoic sediments
outcrop west of the mine and lead, zinc and silver veins are known to occur in
the sediments beyond the property boundary. The thickness of the volcanic
package is not known and at deeper levels in the mine the host volcanics may
change to either Paleozoic sediments or possibly granodiorite. On the surface
the veins are oxidized to a depth of about 20 meters (66 feet). Minerals in the
oxidized zone include limonite, hematite, goethite, quartz and clay. In the
sulfide zone the primary minerals are marmatite, galena, jamesonite,
boulangerite, sphalerite, tetrahedrite, stephanite,
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quartz, pyrite, pyrrhotite, chalcopyrite, arsenopyrite, siderite, and others.
Wall rocks show very little alteration. There is possibly some silicification of
the rhyodacite.
RESERVES/RESOURCES
Reserves as determined by MINTEC, Mineria Tecnica Consultores Asociados in
October 1996 stood at 547,000 tonnes proven and probable containing 2.68% Lead
("Pb"), 8.26% Zinc ("Zn") and 9.13 troy ounces Silver ("Ag") per tonne (284
grams). Reserves determined by Arisur as of February 1997 stood at 561,000
tonnes proven and probable containing 2.68% Pb, 7.19% Zn, and 6.01 troy ounces
Ag per tonne (187 grams). Prospective resources of 7 million tonnes (7.7 million
short tons) are inferred based on geological projections.
DON FRANCISCO PROJECT
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LOCATION
The property is accessible via an all weather road 77 kilometers (48 miles) in a
southerly direction from Potosi or 64 kilometers (40 miles) from the Andacaba
mine. The Don Francisco project is at an elevation of 3,000 meters (9,800 feet).
PROPERTY
Arisur owns five concessions covering 227 hectares (approximately 560 acres).
OPERATIONS
The Don Francisco project is currently producing approximately 250 tonnes per
month. In 1997 head grades averaged 0.73% Pb, 12.43% Zn and 1.60 troy ounces Ag
per tonne (50 grams). Ore is trucked to Andacaba for processing. Additionally,
costs and requirements are being estimated and prepared for start-up of a second
mill at Andacaba using much of the equipment removed from the Andacaba Mill
during the expansion completed last year. This second mill would be utilized to
more efficiently process the Don Francisco ore since it contains a much higher
zinc content.
CONDITIONS
Sufficient water is available to conduct the mining operations. Electrical
power is presently supplied by generator but a recently completed power line
supplies electrical power to within 2 kilometers of the project. Facilities are
situated on the property for the mineworkers and a radio communication system is
in place between Don Francisco and Andacaba.
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GEOLOGY
The structural setting is similar to Andacaba in that there is one main
structure - the Veta Principal south of the river, which flows across the
property, and the Veta Cumbre north of the river with secondary splits off the
footwall of the main vein. Host rocks are Ordovician calcareous shales,
siltstones and sandstones. The sequence has been folded into a series of
synclines and anticlines. The Veta Principal occupies both flanks and the axial
portion (for a short distance) of a major anticline. Igneous dikes are also
present in the stratigraphic section.
RESERVES/RESOURCES
An audit of reserves prepared by MINTEC in October 1997 indicates 56,000 tonnes
proven and probable containing 17% Zn and 7.52 troy ounces Ag per tonne (234
grams). Geologic projection along the principal vein structure infers a
prospective resource of 240,000 tonnes (265,000 short tons).
KOYAMAYU PROJECT
In August 1997 the Company completed the acquisition of the Koyamayu lead, zinc
and silver property, located in southern Bolivia, for $100,000. The Company
mined and processed approximately 2,000 tonnes of ore during 1997. Presently,
1998 plans include production of approximately 5,000 tonnes with further designs
to develop the mine for increased production. An audit of reserves completed by
MINTEC in October 1997 indicated proven and probable reserves of approximately
13,000 tonnes containing 3.5% Pb, 15% Zn, and 0.96 troy ounce Ag per tonne (30
grams). The ore mined at Koyamayu is to be processed at Andacaba or,
alternatively, it may be processed at the Comali Mill.
COMALI MILL
Arisur executed agreements to acquire the Comali Mill in late 1996 for $250,000
and the acquisition was completed in January 1998. The facility requires
capital expenditures of an estimated $150,000 to achieve operations of 120
tonnes (130 short tons) per day. Its circuits are to be designed to recover
lead, zinc and silver in separate lead and zinc concentrates. The Company
intends to make use of Comali as a regional mill for Koyamayu ore and for toll
milling ore from third parties. The Comali Mill is situated near the community
of Toropalca, 30 kilometers (19 miles) south of Don Francisco.
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In Bolivia, the Company's near-term focus will be on expansion of existing
operations, the evaluation of additional lead, zinc and silver mining
opportunities as well as evaluation of precious metal opportunities.
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CORNERSTONE INDUSTRIAL MINERALS CORPORATION
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On November 30, 1995 the Company purchased from a group of individual investors
12.2 million shares of Phoenix Financial Holdings Inc., representing
approximately 51% of the total shares then outstanding for an aggregate purchase
price of C$1,781,200. On September 3, 1996 the shareholders approved a name
change from Phoenix Financial Holdings Inc. to Cornerstone Industrial Minerals
Corporation ("Cornerstone"). On December 13, 1996 Cornerstone executed a Stock
Purchase Agreement providing for the purchase by Cornerstone of all of the
issued and outstanding shares of Atlas Perlite, Inc., owner of the Tucker Hill
perlite Project ("Tucker Hill") from Atlas. Subsequently, Cornerstone changed
the name of Atlas Perlite, Inc. to Cornerstone Industrial Minerals Corporation,
U.S.A. The Stock Purchase Agreement calls for payment to Atlas of $1 million in
cash, the issuance of 9,647,986 shares of common stock of Cornerstone, valued at
$1 million, the reimbursement of Atlas' Tucker Hill development costs of
$2,945,282, and the retention by Atlas of a 2% gross proceeds royalty on the
sale of perlite from Tucker Hill. The purchase price is payable in three stages
as follows: $125,000 and 1,205,998 shares due at closing, $500,000 and 4,823,993
shares of common stock upon obtaining all operating permits and $375,000 and
3,077,994 shares of common stock related to Atlas assisting the Company in
meeting three other milestones which include obtaining base load perlite
contracts for a specified amount of revenues per year, obtaining definitive
project financing and achieving commercial production. Payments for the first
two stages were issued in 1997. The additional shares to be issued upon meeting
the additional milestones will result in Atlas' equity position in Cornerstone
increasing from approximately 61% to 65%. The transaction was approved by a
committee of independent board members of Cornerstone and also was approved by a
majority of the minority shareholders of Cornerstone at its annual general
meeting held on September 3, 1996. As discussed in more detail below under
"Project Status," the Company has decided to sell its interest in Cornerstone.
TUCKER HILL OPERATIONS
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Cornerstone produces and processes perlite for sale to end-users. Operations are
directed through Cornerstone's Lakeview, Oregon location, which is staffed by 11
persons. Cornerstone's corporate offices are located in Denver, Colorado.
Perlite is a naturally occurring volcanic glass, which is environmentally
friendly and chemically inert. When subjected to heat, perlite physically
expands to up to twenty times its original volume. This expansion is due to the
change in the state of water (2% to 5%) entrapped within the glass structure.
As this interstitial water turns to vapor, the internal pressures increase and
the perlite expands into larger, less dense particles. Expanded, perlite's heat
resistance, extraordinary insulating characteristics and low bulk density suit
it ideally for applications in construction and horticulture. Other uses for
expanded perlite include filter media, cryogenics, food products and chemicals.
Cornerstone mines, crushes, sizes, and delivers finished perlite meeting various
size specifications to end users (primarily expansion plants).
In 1997 demand for finished perlite in the United States was approximately
700,000 tons. Demand growth averaged 6% per year from 1985 to 1994, was 9% in
1995 and 3% in 1996. Cornerstone expects to take advantage of its regional
location for sales, including sales to customers in Canada and Pacific Rim
countries.
5
LOCATION
The Tucker Hill project is comprised of a quarry, a processing facility and a
transloading facility, all located in south central Oregon. The quarry is
accessed by traveling 35 miles northwest of the community of Lakeview, in Lake
County, Oregon on US Highway 395 and state highway 31, and then three and a half
miles south on an improved haulroad. The processing facility is located in an
industrial park in Lakeview. A transloading facility, comprised of silos for
product storage and load-out access to a rail spur, is located 90 miles west of
Lakeview in Henley, Oregon.
PROPERTY
The Tucker Hill property encompasses approximately 900 acres and is comprised of
45 unpatented lode mining claims. The millsite property, comprised of 26.53
acres of fee land, was purchased by Cornerstone from Lake County. The
transloading facility located in Henley is situated upon property held under a
long-term lease from the Burlington Northern Santa Fe Railway, owner and
operator of the rail line adjacent to this facility.
GEOLOGY
Tucker Hill is a low hill with about 500 feet of relief within the Chewaucan
Valley. The perlite deposit occurs in the northeastern portion of the Devils
Garden lava field. The lava field is five to ten million years old and is thus
classified as late Miocene to early Pliocene and is composed largely of olivine
basalt flows, minor andesite flows, and related rhyolitic domes and pyroclastic
rocks. Tucker Hill is one of the late Miocene composite rhyolitic lava domes
within the field. The Tucker Hill rhyolitic dome complex is a package of
cooling units that originated from a single eruptive center along a linear vent
system. Two major cooling units are recognized: the outer chill margin and
inner rhyolitic core. The chill margin consists of an outer glass envelope and
contains various sub-units of perlite. Erosion of the Tucker Hill lava dome has
removed a portion of the outer glass envelope, exposing the rhyolitic core,
leaving extensive areas of perlite.
HISTORY
Local Oregon prospectors discovered a small portion of the Tucker Hill perlite
deposit in 1949. Bulk samples taken by these prospectors were collected and
expanded by the U.S. Bureau of Mines in Tucson, Arizona. Expansion results were
favorable and the property underwent a brief period of surface mining.
In 1980 Houston International Minerals Corporation, later acquired by Tenneco
Inc. acquired the property through location of mining claims and confirmed the
presence of a significant resource of commercial grade perlite. In July 1987
Atlas acquired an option to purchase this property from Tenneco, which was
exercised in 1988.
Extensive evaluation work was carried out by Tenneco consisting of geological
mapping, rock chip sampling and analysis, diamond core drilling and bulk
sampling. Atlas continued this effort and, to date, 42 holes have been drilled
and numerous surface bulk samples collected. Testing of the perlite included
expansion tests, measurements of expanded and compacted density, sinkers
(percentage of non-expandables) and brightness. Full scale testing of bulk
samples was performed at the facilities of two end users. The results of this
test work indicated that Tucker Hill perlite exceeded established standards for
expansion and yield.
In 1995 Atlas made the decision to develop Tucker Hill and has subsequently
acquired the necessary operating permits. Mining of perlite commenced in late
1996 with processing started
6
in early 1997. A significant contract for over 40,000 tons per year has been
executed with Armstrong World Industries, Inc. ("Armstrong") and Cornerstone
continues its efforts to contract with other purchasers for finished perlite.
RESERVES
Proven and probable reserves at Tucker Hill of 4.9 million tons of perlite were
reported by Micon International Limited in its "Review of The Tucker Hill
Perlite Deposit" completed on April 26, 1996. The report was prepared at the
direction of a special independent committee of the Cornerstone Board of
Directors, in support of Cornerstone's purchase of Atlas Perlite, Inc.
The 4.9 million tons is based on 42 core and reverse circulation drill holes and
13 bulk samples. Samples were analyzed for chemical, physical, and optical
characteristics as well as expandability performance. Test results, as well as
reports from end users, demonstrate that the perlite is a universal variety
suitable for a wide array of expanded products.
The reserves are restricted to an area delimited by the ten-year mining plan as
permitted with the Bureau of Land Management. Geologic resources have been
estimated in excess of 50 million tons.
OPERATIONS
Mining
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Cornerstone conducts mining utilizing conventional quarrying methods. Topsoil
and organic matter are stripped from the surface with a dozer to expose the
perlite. This material is stockpiled for later use as growth media during
reclamation. The perlite is then either drilled and blasted or ripped and
cross-ripped with a dozer.
The perlite is then gathered into a pile with the dozer and loaded into trucks
with a loader. A contract trucking company then hauls the perlite to the
processing facility in Lakeview where it is dumped onto the run-of-mine
stockpile. Internal waste, which is minimal (approximately five percent), is
hauled to a gravel pit at the base of Tucker Hill for disposal.
Processing
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Finished perlite is produced from the processing facility, a crushing, drying
and sizing operation, in four product streams. Run of mine perlite is reclaimed
from the mill stockpile with a loader and is then dumped into a pocket feeding a
primary jaw crusher (alternatively primary crushing has been performed at the
mine with positive results). This jaw crusher reduces the size of the perlite
to about two inches. This crushed perlite reports to a crushed ore stockpile
for delivery to a secondary impact crusher where it is further reduced in size
to 1/2 inch and is then dried in a rotary dryer. The purpose of drying is to
deliver a product to end users which has less than 0.5% free moisture, a
requirement for most end users.
After drying, the product reports to the primary screen where horticultural
grade perlite is separated. Undersize perlite which passes the primary screen
reports to the secondary screens, with oversize being crushed by a tertiary
impact crusher in a closed circuit with the secondary screens. Filler/insulation
grade perlite is obtained from the secondary screen undersize. A
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dust collection system recovers fines from all transfer points downstream from
the dryer.
Finally, the sized perlite is stored at this facility in silos with the finished
product being delivered to customers via rail or by truck. The Lakeview plant
site is situated on a rail line serviced by the Union Pacific Railroad.
Transloading Facility
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In order to ensure rail access and to gain a competitive advantage for rail
transportation rates, Cornerstone constructed a transloading facility at Henley
that is serviced by the Burlington Northern Santa Fe Railway. Finished perlite
from the Lakeview plant is hauled by a trucking contractor to Henley and off-
loaded into silos for transloading into rail cars.
ENVIRONMENTAL PERMITTING
Cornerstone acquired regulatory permits for its quarry operations through the
Bureau of Land Management and Oregon Department of Geology and Mineral
Industries. Operation of the Lakeview plant is permitted under a conditional
use permit granted by Lake County and additional permits were obtained from the
Oregon Department of Environmental Quality.
PROJECT STATUS
Mining operations commenced at the quarry in December 1996. Testing of the
processing facility began in February 1997 at the Lakeview plant. Initial
shipments of finished perlite were made to Armstrong, which reported that the
perlite was satisfactory for its operations. From February 1997 to August 1997,
the facility underwent modifications identified in the testing phase. Since
August 1997 the processing facility has performed at a rate less than expected
and requires additional improvements to achieve the design rate.
Cornerstone has a contract with Armstrong to supply their St. Helens, Oregon
facility with all of its perlite requirements, currently estimated to be
approximately 52,000 tons per year. The term of the contract is through
November 1999 and provides for a two-year extension if prices are agreed upon.
Though Cornerstone has made numerous modifications to the processing facility,
it has concluded that, as currently configured, the facility will not reach the
capacity as originally anticipated without further capital improvements. The
Company does not have the necessary resources to provide the funds for such an
improvement and therefore, in December 1997, the Atlas Board of Directors made
the decision to sell its interest in Cornerstone.
GRASSY MOUNTAIN PROPERTY
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LOCATION
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The Grassy Mountain project is located in northern Malheur County, Oregon,
approximately 22 miles southwest of Vale, Oregon. The property is accessed by
traveling four miles west from Vale on U.S. Highway 20, then south on the Twin
Springs County Road for 23 miles, or by driving south from Nyssa on U.S. Highway
95 to Owyhee and then west to Rock Springs Canyon and by gravel road for 14
miles. The project elevation ranges from 3,300 to 4,300 feet.
PROPERTY
The Grassy Mountain property encompasses approximately 15 square miles. Atlas
owns 429 unpatented lode claims. An additional 86 unpatented lode and placer
claims are controlled under four separate mineral lease or lease/option to
purchase agreements. Approximately 1,000 acres of fee surface, 240 acres of fee
surface and minerals, and 80 acres of fee minerals are held under two
lease/option agreements. Atlas holds one state prospecting permit covering 1,280
acres.
GEOLOGY
The rocks exposed at Grassy Mountain are part of a late to middle-Miocene Grassy
Mountain Formation, a sequence of volcanic and volcanisclastic rocks made up of
primarily olivine-rich basalt and intercalated tufaceous siltstones, sandstones,
and conglomerates. The rocks have been dated through mammalian fossils and
Potassium-Argon chronology to be approximately 10 million years old. The
sediments are primarily flat lying with a slight regional dip to the east. The
structural trend of the area is N10W to N30E. Later post mineralization east
west faulting probably cut these features.
Mineralization is associated with a low-grade gold siliceous hot springs system
with enrichment along multi-stage quartz-adularia veins and favorable
lithologies. Explosive brecciation and overpressuring of the rock, common in
these systems, was minimized due to the un-lithified nature of the sediments.
The mineralized rock is highly silicified and locally brecciated in the vicinity
of the feeder structures. As silicification decreases so does grade. Away from
the feeder zones lithology also plays an important role in gold deposition. The
finer grained siltstones contain the bulk of the lower grade material. The
higher grades are found in the coarser arkosic sandstones. The feeder or vein
zones contain grades as high as 20 ounces of gold/ton ("oz. Au/t").
HISTORY
There was no significant mining or major mineral occurrence known in the area
prior to the Company's acquisition of the Grassy Mountain deposit in 1986.
Detailed mapping and sampling were completed in 1986 and several drill targets
were defined. Hole 26-9 is considered the discovery hole with 145 feet of
mineralization averaging 0.075 oz. Au/t. The claim block was expanded at this
time and exploration work continued through 1991. The Company completed 388
drill holes for a total of approximately 221,500 feet on the property.
Newmont Grassy Mountain Corporation, a wholly owned subsidiary of Newmont
Exploration Company ("Newmont"), acquired the property from the Company in
September, 1992 and continued property evaluation through August, 1994
completing an additional 13 core and reverse circulation holes.
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In September 1996 the Company executed an agreement with Newmont, (the
"Agreement"), which provided for the reconveyance of the Grassy Mountain
property to the Company. Pursuant to the Agreement, Atlas paid an amount of
$206,000 to Newmont, issued a $500,000 unsecured, non-interest-bearing
promissory note (originally due September 18, 1997, but subsequently extended)
and assumed bonding requirements for exploration reclamation of $146,000.
RESERVES
As part of a detailed feasibility study conducted by Kilborn SNC-Lavin, Inc.
("Kilborn") in 1990, Pincock, Allen & Holt, Inc. ("PA&H") developed an open pit
mine model. The feasibility study resulted in the definition of a mineable
reserve of 996,000 ounces at a $350 gold price from 16 million tons at grades
0.062 oz. Au/t of mill and heap leach ores. Neither the recovered silver nor
low-grade leach ores were considered. The contained silver is approximately
2,467,000 ounces.
PA&H completed a feasibility study in 1990. The database utilized for this study
consisted of 180 drill holes in the main deposit area. The drilling is
predominantly vertical and angle reverse circulation rotary drill holes with
some core holes. Using a 0.02 oz. Au/t cutoff, PA&H calculated a geologic
resource of 17,217,000 tons at a grade of 0.061 oz. Au/t for a total of
1,051,500 ounces and 2,610,000 ounces of contained silver.
UNDERGROUND STUDY
Two underground feasibility studies were commissioned to evaluate 200 tons per
day ("tpd") and 1,000 tpd production options by Kilborn and Dynatec Mining
Corporation, respectively. The 200 tpd study indicated diluted mineable
reserves of 131,000 tons at a grade of 1.132 oz. Au/t for 149,000 contained
ounces. The second, larger scale underground study at 1,000 tpd used an 0.08
oz. Au/t cutoff and identifies diluted mineable reserves as 1.9 million tons at
a grade of 0.262 oz. Au/t for 497,000 contained ounces.
EXPLORATION
An additional resource was drilled out approximately 1 mile west of the main
deposit. The Crabgrass target contains a near surface geologic resource at a
0.02 oz. Au/t cutoff of 24,000 ounces contained in 600,000 tons grading 0.038
oz. Au/t. Several drilled and undrilled areas within the Grassy Mountain claim
block have potential for additional resources.
PROJECT STATUS
On January 9, 1998 the Company signed an option agreement with Tombstone
Explorations Company Ltd. ("Tombstone"), granting to Tombstone an exclusive
option to purchase 100% of the Grassy Mountain property for $4 million. The
payments are to be made over four years approximating $1 million each year.
Under the terms of the agreement, Tombstone may accelerate the purchase by
paying a total of $3.5 million to Atlas by February 2000. Tombstone has designed
a two-phase drill program comprised of 15 drillholes (approximately 10,000 feet)
currently underway.
GOLD BAR MINE
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LOCATION
The Gold Bar Resource Area is located in and adjacent to the Roberts Mountains
in Eureka County, Nevada, at elevations ranging from 6,400 to 8,800 feet above
sea level. The area is reached by traveling 22 miles west of Eureka, Nevada, on
U.S. Highway No. 50 and 17 miles northeast along the Three Bars Road.
PROPERTY
The Gold Bar Project area encompasses approximately 100 square miles. There are
3,204 unpatented lode-mining claims of which Atlas owns 3,025 and 179 are held
through lease and option to purchase agreements. Atlas also owns 182 unpatented
millsite claims, 6 patented lode claims and 8 patented millsite claims.
Additionally, Atlas holds under lease another 2,000 fee acres of surface with
varying percentages of the underlying minerals.
GEOLOGY
All of the mineralization found occurs as sediment-hosted, "Carlin-type"
deposits. These deposits are hosted by carbonate-rich sedimentary rocks and are
characterized by micron size gold and a distinct hydrothermal alteration suite.
Gold mineralization and alteration are characteristically enriched in the trace
elements silver, antimony, arsenic, mercury, and thallium.
HISTORY
Regional reconnaissance exploration led the Company to the Battle Mountain Trend
area in the summer of 1983. Focused reconnaissance along the southern Roberts
Mountains identified widespread hydrothermal alteration with anomalous gold
geochemistry along the western range front. Detailed exploration in the area
subsequently led to acquisition of land, target development, and drilling.
Since then, the Company has discovered five gold deposits: Gold Bar, Goldstone,
Gold Ridge, Gold Pick, and Gold Canyon. From inception through cessation of
operations in 1994, 485,200 ounces of gold were recovered from 7,514,600 tons of
ore grading .074 oz. Au/t milled.
Mill construction occurred during 1986 with the first gold poured in January
1987. The mill was originally designed and constructed for 1,500 throughput.
An expansion in 1989 increased throughput to the current 3,200 tpd rate.
RESERVES
Following suspension of mining operations at Gold Canyon, which occurred in
February of 1994, Atlas delayed plans for further mining of the Gold Pick and
Gold Ridge deposits pending additional drilling and further study of cost
cutting measures. This confirmatory program included the drilling of 303
surface and 55 underground holes.
The mine plan for the Gold Pick and Gold Ridge deposits established proven and
probable mineable reserves which were independently audited by Mine Reserve
Associates of Denver, Colorado in December 1994. PA&H of Denver, Colorado as
part of its independent review of the Gold Bar Resource Area, dated December 13,
1995, confirmed the following at a gold price of $400:
11
PROVEN AND PROBABLE RESERVES
DECEMBER 1996
- --------------------------------------------------------------------------------
CONTAINED
ORE TONS GRADE (OZ AU/T) OUNCES/(1)/
Gold Pick East 1,278,000 0.073 93,939
- --------------------------------------------------------------------------------
Gold Pick West 1,009,000 0.069 69,909
- --------------------------------------------------------------------------------
Gold Ridge 391,000 0.059 23,077
- --------------------------------------------------------------------------------
Total 2,678,000 0.070 186,925
- --------------------------------------------------------------------------------
/(1)/ Estimated recoverable ounces of 157,000 based upon an overall 84% recovery
rate.
MEASURED & INDICATED
MINERALIZED MATERIAL *
- --------------------------------------------------------------------------------
TONS CONTAINED
(000) GRADE (OZ AU/T) OUNCES
- --------------------------------------------------------------------------------
Advanced Prospects** 3,369 0.031 104,000
* "Mineralized Material" is precious metal bearing rock that has been
physically delineated by one or more of a number of methods including drilling,
underground sampling and surface trenching and sampling. This material has been
found to contain a sufficient amount of mineralization of an average grade of
metals to have economic potential that warrants further exploration and
evaluation. Estimates of tonnage and grade are made on the continuity, size and
shape of the mineralization and have taken into account effects of waste mining
and dilution.
** Advanced prospects include Cabin Creek, Hunter, Gold Canyon and Pot
Canyon.
At December 31, 1997 the market price of gold was $291 per ounce. The above
noted reserves and mineralized material would not be economic at this price.
PROJECT STATUS
On June 6, 1997 Barrick Gold Exploration Inc. ("Barrick"), a subsidiary of
Barrick Gold Corporation, completed the purchase from the Company of more than
90% of the Gold Bar claim block with an option to acquire the balance within two
years. The Company received $1,000,000 in cash from Barrick and Barrick
purchased one million Atlas Common Shares at $1 per share. Under the terms of
the purchase, Barrick has agreed to spend $3,000,000 on the property prior to
June of 1999. At Barrick's election, on or before June 3, 1999, the balance of
the Gold Bar property will be conveyed to Barrick and Atlas may elect either to
receive an additional $15,000,000 in cash and retain a 2% net smelter royalty,
or to participate with Barrick in the further exploration and development of
Gold Bar as a 25% carried joint venture participant. If Atlas elects to
participate as a joint venture partner, Barrick will spend a minimum of
$15,000,000 on the project. If Barrick chooses not to acquire the balance of
the properties within the two-year period, all of Barrick's interest in the Gold
Bar properties will be reconveyed to Atlas.
DOBY GEORGE PROPERTY
- --------------------
On October 25, 1995 Atlas purchased the Doby George property from Independence
Mining Company, Inc. ("Independence") for $400,000 in cash plus 1.4 million
common shares of Atlas.
LOCATION
12
Doby George is situated in northern Elko County, Nevada, and approximately 60
air miles north of the community of Elko. The property is accessed by traveling
north of Elko on U.S. Highway 225 for approximately 70 miles, then southwest on
Maggie Creek Summit Road another 12 miles.
PROPERTY
The Doby George Project area encompasses approximately nine square miles in Elko
County, Nevada. Atlas owns 601 acres of fee land plus 240 unpatented lode-mining
claims. An additional 104 lode claims are held under three separate lease
agreements.
GEOLOGY
Rock types at Doby George are dominated by Mississipian Schoonover Formation
siliceous and limy siltstones, sandstones, cherts and quartzites, which host all
significant mineralization on the property. Structure and stratigraphy
generally control mineralization. High angle structures appear to be related to
the more significant mineralization with mineralization increasing in both grade
and thickness toward major structures. Gold is fine grained and commonly occurs
within quartz veins and silicified zones.
HISTORY
Felmont Oil Company, an affiliate of Homestake Mining Company first identified
the property in 1983. Homestake conducted exploration drilling on the property
through 1991 when the property was sold to Independence. A total of 727 holes
have been drilled at Doby George on 5 separate deposits, and metallurgical
testwork has confirmed that the mineralization is generally not refractory and
is amenable to heap leach processing. The drilling and mapping to date have
confirmed that a significant portion of the mineralization is shallow, varying
in thickness from 15 feet to 225 feet, and may be mined by open pit methods. The
identified mineralized zones have been estimated by Behre Dolbear & Company of
Denver, Colorado, in an independent evaluation concluded in July 1994, to
contain 3.6 million tons of mineralized material at a grade of 0.06 oz. Au/t.
PROJECT STATUS
On September 1997 the Company executed a purchase agreement for the sale of the
Doby George property to Western Exploration and Development Ltd. ("Western")
which calls for installment payments of $1,600,000 to be paid as follows:
$200,000 on October 13, 1997; $400,000 on December 15, 1997; $300,000 on March
15, 1998; $300,000 on June 15, 1998; and $400,000 on September 15, 1998. In the
event that Western elects not to complete the purchase of the property, it is
entitled to receive Atlas common shares, valued at $1 per share, equal to the
option payments paid to Atlas. Western acquired certain rights to the 84,000
acre IL Ranch, a part of which is prospective and surrounds Doby George. As of
March 31, 1998 Western has made all scheduled payments.
DISCONTINUED OPERATIONS
- -----------------------
Uranium Mill Site, Moab, Utah
- -----------------------------
13
HISTORY
Atlas' Moab mill site (the "Site") is located in Grand County, Utah, 3 miles
northwest of Moab and is accessed from U.S. Highway 191. The Site occupies
approximately 200 acres within 437 acres that Atlas owns in fee simple on the
outside bend of the Colorado River, at the southern end of the Moab Canyon,
approximately 4,000 feet above mean sea level.
The Uranium Reduction Company ("URC") built and began operations at the Site in
October 1956. Atlas acquired URC in 1962 and operated the uranium mill until
1984 when it was placed on stand-by status. Atlas holds U.S. Nuclear Regulatory
Commission ("NRC") Source Material License SUA-917 for the Site, which was
changed to a "possession only" status on December 18, 1992. The NRC's most
recent inspection (February 1998) report concluded that there were no violations
or deviations of the license.
Atlas was authorized to extract uranium oxide by both the acid and alkaline
leach processes and the mill was licensed for production at 850 metric tons
(1,870,000 pounds) of yellowcake annually.
The majority of the ore processed at the mill came from the Big Indian Uranium
District approximately 30 miles to the southeast. The ore, primarily sandstone
with minor amounts of carbonate, was ground to a sufficiently fine consistency
to allow maximum efficient chemical reactions to occur. It was then processed
through either the acid-leach circuit or the alkaline-leach circuit. The solids
remaining after uranium extraction were pumped to the tailings impoundment.
The approximate wet weight of the tailings contained within the tailings pile is
10.5 million tons, with a volume of 7.5 million cubic yards. The tailings pile
is composed of fine tailings (slimes) and coarse tailings (sand). An interim
cover comprised of low-grade ore, native soils and a synthetic geo-grid, was
placed over the tailings pile beginning in 1989 and ending in 1995.
A decommissioning plan for the mill facilities was approved by NRC on November
28, 1988. The dismantling and disposal of the mill facilities was completed in
1996. All that remains at the Site is an office/warehouse and the 130 acre
tailings pile.
The NRC approved a reclamation plan for the Site in 1982. The plan was based on
the projected life of facility tailings capacity requirements. The disposal pile
was designed for an ultimate crest elevation of 4,076 feet, which was not
achieved, thus resulting in the necessity to revise the reclamation plan. Atlas,
in August 1988, submitted a revised reclamation plan for NRC review and
approval. In 1990, the NRC changed its technical criteria, which resulted in
requests for additional information, reevaluation, and redesign. As a result,
Atlas submitted a revised reclamation plan (the "Plan") in 1992. On July 20,
1993 NRC gave notice in the Federal Register of its decision to approve the Plan
and made available for public comment an environmental assessment of the effects
of the proposed action. Comments received prompted NRC to withdraw, in October
1993, its previous decision to approve the Plan. On March 30, 1994, NRC
announced its intent to prepare an Environmental Impact Statement ("EIS") to
evaluate potential impact to the environment of the proposed plan and certain
alternative proposals.
14
The Plan would allow the Company to reclaim the tailings pile in place for
permanent disposal and long-term custodial care by a government agency and to
relinquish responsibility of the Site after having its NRC license terminated.
Reclamation activities planned for the Site include recontouring the tailings
pile to allow for the natural drainage of precipitation and covering it with
earthen material and rock to control radon emanations and prevent erosion.
The Company, after many years and at great expense, is near completion of the
regulatory process for approval of the Plan. On March 7, 1997 the NRC issued
its Technical Evaluation Report ("TER") which acknowledges that the Plan is in
compliance with the technical requirements for capping the tailings pile onsite.
The TER is used to evaluate compliance with regulatory and safety criteria.
However, the regulatory approval process is not complete until the NRC issues
its final EIS, which is anticipated in late 1998. In the draft EIS issued in
January 1996, the NRC staff' concluded that Atlas' proposal to reclaim the pile
in place is acceptable. The TER concludes that the proposed reclamation plan
satisfies the regulatory requirements.
While the NRC was prepared to publish the final EIS in mid-1997, it has been
delayed due to concerns raised by the U.S. Fish and Wildlife Services ("FWS")
about four endangered species of fish in the Colorado River. The FWS must
prepare a biological opinion ("BO") under the Endangered Species Act to complete
the EIS process. The BO has been delayed due to the FWS request for additional
information. Atlas and the NRC continue to believe the Plan satisfies the
regulatory requirements and protects public health and the environment. For
example the NRC's recent comment (Feb. 13, 1998) to the FWS states, "Based on
our review of all the information available, we continue to conclude that
reclamation of the tailings pile, as proposed by Atlas, is unlikely to
jeopardize the few endangered species of fish, as stated in our Supplemental
Biological Assessment".
On March 11, 1998 the FWS acknowledged to the NRC that since the NRC lacked the
authority to require Atlas to relocate the tailings pile to an alternate site,
the FWS could not recommend relocating the tailings pile as a reasonable and
prudent alternative.
When reclaimed, approximately 250 acres, which encompass the capped tailings and
reconfigured Moab Wash, will be deeded to the federal or state government.
Approximately 187 acres are available to Atlas for sale. A substantial portion
of the remaining land could be developed for commercial use after reclamation
and has an estimated value at current market prices in excess of $2.0 million.
For further information on the Moab site reclamation, see "Management's
Discussion and Analysis of Financial Position and Operating Results -
Environmental Matters."
15
ASBESTOS MINE SITE, COALINGA, CALIFORNIA
- ----------------------------------------
Atlas, which operated the mine for a five year period in the 1960s, was notified
by the Environmental Protection Agency in fiscal 1988 that the Bureau of Land
Management, and several other subsequent owners were potentially responsible
parties under the Comprehensive Environmental Response, Compensation and
Liability Act for cleanup costs at the mine site. Remedial construction
activities at the Company's former asbestos mine and mill site located near
Coalinga, California, which began in October 1994, are complete. The
Environmental Protection Agency issued its "Approval of Construction Completion"
on November 14, 1996 two years after the remedial action plan was approved. For
further information on the Coalinga reclamation, see "Management's Discussion
and Analysis of Financial Position and Operating Results - Environmental
Matters."
RISK FACTORS
- ------------
PRICES
- ------
The Company's profitability has and continues to be significantly affected by
metal prices. These prices may fluctuate widely and are affected by numerous
factors beyond the Company's control, including global and regional demand,
production costs, transportation and smelting charges, political and economic
conditions, strength of the United States dollar and exchange rates.
Gold, lead, zinc and silver are products that can be easily sold on numerous
markets throughout the world. It is not difficult to ascertain the market price
for these metals at any particular time, and these metals can be sold to a large
number of refiners or metals dealers on a competitive basis. The Company
normally sells its metal production through major dealers, in some cases may use
hedging programs. Sales of finished perlite are individually negotiated with end
users. There are no guarantees that the Company will be able to obtain sales
commitments in quantities or at prices sufficient to make a profit.
ENVIRONMENTAL ISSUES
- --------------------
The Company is required to comply with various federal, state and local
regulations relating to environmental matters at its properties. The Company is
required to obtain permits from various governmental agencies in order to mine
and mill. The Company has obtained all of the necessary permits relating to its
on-going operations. The Company cannot anticipate whether increasing costs of
environmental compliance for its properties will have a material adverse impact
on planned operations or competitive position.
COMPETITION
- -----------
The Company competes with substantially larger companies in the acquisition of
properties and the production and sale of metals and industrial minerals. With
the exception of the perlite market, the Company does not believe that it or any
other competitor is a material factor in these markets, and the price it
receives for its production depends almost entirely upon market conditions over
which it has no control. The Company believes that it can promptly sell at
current market prices all of the metals and minerals that it can produce.
LIQUIDITY
- ---------
The Company incurred net losses of $15,619,000 and $10,385,000 for the years
ended December 31, 1997 and 1996, $4,266,000 for the six months ended December
31, 1995 and $19,776,000 for the year ended June 30, 1995. The Company expects
that it will continue to incur losses in the near future, and that its return to
profitability will depend on, among other things its ability to dispose of its
interest in its investment in Cornerstone and the profitability of production
at existing mines. While the Company continues to generate limited cash flow at
its Bolivian mines, the amount of cash flow available for acquisitions,
investments, exploration and development is very limited. As a result the
Company is carefully monitoring its discretionary spending while it seeks
financing alternatives. There is no guarantee that the Company will be able to
obtain the necessary financing to enable it to return to profitability.
MINING AND PROCESSING
- ---------------------
The Company's business operations are subject to risks and hazards inherent in
the mining industry, including but not limited to unanticipated variations in
grade and other geological problems, water conditions, surface or underground
conditions, metallurgical and other processing problems, mechanical equipment
performance problems, the unavailability of materials and equipment, accidents,
labor force and transportation disruptions, unanticipated transportation costs
and weather conditions, any of which can materially and adversely affect, among
other things, the development of properties, production quantities and rates,
costs and expenditures and production commencement dates.
RISK OF INTERNATIONAL OPERATIONS
- --------------------------------
Many of the mineral rights and interests of the Company are subject to
governmental approvals, licenses and permits. Such approvals, licenses and
permits are, as a practical matter, subject to the discretion of the applicable
governments or governmental officials. No assurance can be given that the
Company will be successful in obtaining any or all of the various approvals,
licenses and permits it seeks, that it will obtain them in a timely fashion, or
that it will be able to maintain them in full force and effect without
modification or revocation.
In certain countries in which the Company has assets and operations, such assets
and operations are subject to various political, economic and other
uncertainties, including, among other things, the risks of war or civil unrest,
expropriation, nationalization, renegotiation or nullification of existing
concessions, licenses, permits, approvals and contracts, taxation policies,
foreign exchange and repatriation restrictions, changing political conditions,
international monetary fluctuations and currency controls. In addition, in the
event of a dispute arising from foreign operations, the Company may be subject
to the exclusive jurisdiction of foreign courts or may not be successful in
subjecting foreign persons to the jurisdiction of courts in the United States.
The Company also may be hindered or prevented from enforcing its rights with
respect to a governmental instrumentality because of the doctrine of sovereign
immunity. It is not possible for the Company to accurately predict such
developments or changes in law or policy or to what extent any such developments
or changes may have a material adverse effect on the Company's operations.
16
Item 2. PROPERTIES
----------
The Company's materially important properties consist of the Andacaba mine and
the Don Francisco and Koyamayu projects which produce lead, zinc and silver in
Bolivia, Tucker Hill which produces perlite, Gold Bar which contains gold
resources, and to the Doby George and Grassy Mountain gold properties, described
under "Item 1 Business".
--------
Item 3. LEGAL PROCEEDINGS
-----------------
The information called for by this Item is set forth in Note 14 to the Financial
Statements and is incorporated herein by reference.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matters were submitted to a vote of the security holders during the quarter
ended December 31, 1997.
EXECUTIVE OFFICERS OF THE COMPANY
- ---------------------------------
Set forth below is the age and certain other information regarding each person
currently serving as an executive officer of the Company.
Gregg B. Shafter, age 42, has served as President since October 7, 1997. Since
joining the Company in August 1991, Mr. Shafter has also served in the
capacities of Vice President of Project Development, Manager Business
Development and Land Manager. Prior thereto Mr. Shafter performed acquisition
and administrative functions for Western Gold Exploration and Mining Company,
Limited Partnership and Atlantic Richfield Company.
Richard E. Blubaugh, age 50, has served as Vice President of Environmental and
Governmental Affairs since October 1, 1990, and has been with Atlas for 16
years. He has been involved in the environmental, health and safety field for
over 23 years, has managed environmental and regulatory functions for mining
firms in seven western states, and also has experience as a regulator and a
consultant.
James R. Jensen, age 38, has served as Treasurer and Secretary since February
1997. Mr. Jensen joined the Company in August of 1989, as Accounting Manager
and was promoted to Controller in September 1993. Prior to his employment with
the Company, Mr. Jensen was a manager with the accounting firm of KPMG Peat
Marwick.
17
PART II
Item 5. MARKET FOR THE COMPANY'S COMMON STOCK
--------------------------------------
AND RELATED STOCKHOLDER MATTERS
-------------------------------
ATLAS' COMMON STOCK IS LISTED ON THE NASDAQ BULLETIN BOARD UNDER THE SYMBOL
- ---------------------------------------------------------------------------
ATSP. The High and Low sales prices for the Common Stock for each quarterly
period are as follows:
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1997 1996 1995
- ---------------------------------------------------------------
Quarter Ended High Low High Low High Low
- ---------------------------------------------------------------
March 31 $13/16 $ 9/16 $1 7/8 $1 3/8 N/A N/A
June 30 3/4 11/32 1 1/2 1 N/A N/A
September 30 1/2 1/8 1 1/8 11/16 $ 2 $1 5/8
December 31 3/8 1/16 1 1/8 5/8 1 3/4 1 1/8
No dividends were declared in the years ended December 31, 1997 and 1996, or in
the six months ended December 31, 1995. At March 26, 1998, there were
approximately 16,041 holders of record of the Company's Common Stock.
Item 6. SELECTED FINANCIAL DATA
-----------------------
The following table is derived in part from the audited consolidated financial
statements of the Company. The consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States. In all material respects, they conform with principles generally
accepted in Canada (except as described in Note 20 to the Company's consolidated
financial statements). This information should be read in conjunction with the
audited consolidated financial statements and the notes thereto.
(Amounts in thousands, except per share data)
Six Months Ended
Year Ended Dec. 31, Dec. 31, Year Ended June 30,
-------------------- -------------------------------
1997 1996 1995 1995 1994 1993
---------------------------------------------------------------------------
INCOME STATEMENT DATA:
Mining revenue $ 3,935 $ 578 $ - $ 2,328 $ 19,478 $ 19,280
Loss from continuing
operations (13,921) (10,385) (4,266) (20,397) (12,040) (28,066)
Income (loss) from
discontinued operations (2,868) - - 621 2,175 (875)
Net loss (15,619) (10,385) (4,266) (19,776) (9,865) (29,909)
PER SHARE OF COMMON STOCK:
Loss from continuing
operations (0.54) (0.49) (0.22) (1.23) (1.45) (4.43)
Income (loss) from
discontinued operations (0.11) - - 0.04 0.26 (0.14)
Net loss (0.61) (0.49) (0.22) (1.19) (1.19) (4.72)
Cash dividends per share - - - - - -
BALANCE SHEET DATA:
Cash and cash
equivalents 583 1,022 220 4,452 3,767 1,734
Total assets 42,316 56,021 68,080 59,222 38,227 37,349
Long-term
obligations 29,820 36,808 37,899 34,841 33,247 32,607
Working capital
(deficit) (8,197) (2,437) 7,212 5,664 (239) (2,816)
Total stockholders'
equity (deficit) 531 12,372 22,143 24,833 (2,475) (4,407)
Book value per
share 0.02 0.51 1.16 1.34 (0.26) (0.70)
18
Item 7. CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
The following discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and accompanying notes.
During 1995, the Board of Directors authorized a change in Atlas' fiscal year-
end to December 31. This change was implemented during 1995, and resulted in
financial information being reported for the six month period ended December
31, 1995.
WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES
- ------------------------------------------------
Between the summer of 1994 (briefly before the suspension of milling operations
at the Company's Gold Bar mine in September 1994) and early 1996, the Company
completed several financings, the proceeds of which were used to complete
acquisitions and to raise working capital. During the summer of 1994, the
Company raised $50 million through private placement of 9,090,909 Units for a
purchase price of $5.50 per Unit, each Unit consisting of one share of Atlas
Common Stock and one-half of one warrant (exercisable for five years) to
purchase one share of Atlas Common Stock at an exercise price of $7.00 per
share. The financing closed in escrow in August 1994. Of $50 million raised,
$35.5 million was released from escrow on August 15, 1994, allowing Atlas to
complete the acquisition of 12,694,200 common shares (37.2% of the outstanding
shares) of Vista Gold Corp. ("Vista"). The remaining $14.5 million was released
on December 15, 1994, following shareholder approval of a proposal to increase
the number of Atlas Common Shares authorized for issuance. Of this amount, $3.2
million was ultimately used in March 1995 to acquire 2.4 million shares (or 9%
of the outstanding shares) of Dakota Mining Corporation ("Dakota"). In November
1995, the Company completed a private placement of $10 million 7% Exchangeable
Debentures ("Debentures") due October 25, 2000. The Debentures were secured by
the pledge of 8,474,576 of the Vista shares. See Item 8. "Financial Statements
and Supplementary Data."
In March 1996, the Company sold its 2,419,000 common shares of Dakota for $4.5
million and in October 1996, it sold the 4,240,324 shares of Vista not pledged
for net proceeds of $5.5 million.
In February 1997, Arisur signed a financing agreement with the Corporacion
Andina de Fomento ("CAF") for US $3 million dollars. CAF is a multilateral
financial institution that supports sustainable development and integration
efforts within the Andean region of South America. The proceeds of the first
tranche of the loan of $2.3 million, received in May 1997, paid for certain
equipment and expansion programs of the Bolivian operations and reimbursed Atlas
in excess of $500,000 of funds previously advanced for said purposes. The
remaining $700,000 has not yet been funded pending final approvals from CAF.
During 1997, the Company also completed transactions on three of its non-
operating properties. In June, the Company sold 90% of its Gold Bar property to
Barrick for $1 million in cash and the purchase of one million shares of the
Company's stock at $1 per share. In September the Company executed an agreement
for the sale of its Doby George property for a total purchase price of $1.6
million, to be paid in installments through September 1998. The Company also
completed an option agreement for the sale of its Grassy Mountain property for
19
$4 million to be paid in installments over 4 years. See Item 1. "BUSINESS" for a
more complete discussion of these transactions.
In June 1997 the Company repurchased the Debentures from the Debenture holders.
The agreement with the Debenture holders provided for the then remaining
outstanding principal amount of $9,810,000 together with accrued interest to be
repurchased for a combination of 1,500,928 new issue Atlas common shares and the
remaining Vista shares.
The above transactions, in addition to financing the acquisitions noted above,
have allowed the Company to acquire its interest in Arisur (see Item 1. "ARISUR
INC.") and to develop its Tucker Hill perlite project (see Item 1. "TUCKER
HILL OPERATIONS"). These expenditures, combined with minimal operating revenues
during most of this time period, have resulted in large swings in the Company's
working capital position.
Working capital decreased by $5.8 million during 1997. This was a result of
construction and development expenditures at Tucker Hill and Andacaba of $3.7
million, ongoing exploration, standby and administrative costs totaling $3.1
million and uranium reclamation costs of $1.2 million. Cash inflows included
$2 million from Barrick (see above), $1.6 million in Title X receipts (see Item
7. "Environmental Matters") and long-term debt proceeds of $1.9 million. In
addition to the above, the Company's $3.5 million convertible debenture, due
September 30, 1998, has been classified as a current liability at December 31,
1997. See Note 1. to the Consolidated Financial Statements.
Working capital decreased by $9.6 million during 1996. This was a result of
acquisition costs of Arisur of approximately $3.7 million, construction and
development costs at Tucker Hill and Andacaba of $4.1 million and ongoing
exploration, standby and administrative costs totaling $6.6 million, offset by
the sale of Vista shares noted above.
During 1998, the Company will focus its efforts on the continuing development of
its Bolivian operations, both through the continuing expansion of its current
mine and mill operations as well as through the identification and acquisition
of other promising properties in the area.
Pending the commencement of significant cash flows from the Company's Bolivian
properties, the Company is pursuing several alternatives for near term
financing. In addition to the property transactions described above, the
Company announced its intention to sell its controlling interest in Cornerstone
in 1998. The Company also continues to pursue other sources of funding,
including potential mergers with companies holding sufficient cash reserves.
20
The Company is also evaluating the leveraging of its unencumbered property in
Moab and its restricted cash and Title X receivable (See Item 7. "ENVIRONMENTAL
MATTERS") in order to secure short or long term funding as appropriate.
Management believes that the above actions, along with the continued cooperation
of the Company's creditors and stringent management of cash resources, will
enable the Company to meet its short term cash requirements.
The Company believes that its mining operations will generate positive cash
flows beginning in 1998 or 1999, and will allow the Company to be less dependent
on the debt and equity markets for its working capital needs in the future.
In order to meet its estimated long term reclamation obligations the Company
will utilize its restricted cash and securities, which supports the bonding of
such obligations, reimbursements due under the Title X program and, as
necessary, cash flow from operations. See Item 7. "ENVIRONMENTAL MATTERS."
For the year ended December 31, 1997, the Company's capital expenditures were
$1.8 million, compared with $1.3 million during 1996. Expenditures for 1997
consisted of $1.6 million at Andacaba for the mine and mill expansion and $0.2
million at Grassy Mountain. In 1996, development and construction costs
incurred at Andacaba were $1.1 million, and acquisition costs of Grassy Mountain
were $0.2 million.
RESULTS OF OPERATIONS
- ---------------------
YEAR ENDED DECEMBER 31, 1997 COMPARED TO THE YEAR ENDED DECEMBER 31, 1996
- -------------------------------------------------------------------------
REVENUES
Mining revenues in 1997 were $3,935,000 compared to $578,000 in 1996. Revenues
in 1997 represent the first full year of operations at the Company's Bolivian
mining properties compared to only one quarter in 1996, subsequent to the
purchase of Arisur by the Company on October 8, 1996. Revenues in 1997 also
were higher as a result of the expansion of its mining and milling operations in
1997, resulting in greater production than in prior years.
21
OPERATING/PRODUCTION COSTS
Total operating costs in 1997 were $4,336,000, including depreciation of
$665,000, compared to $765,000 during 1996. The large increase in operating
costs can also be attributed to the first full year of production and the
greater capacity as described above.
EXPLORATION
Exploration costs were $731,000 for the year ended December 31, 1997 as compared
to $1,264,000 for the year ended December 31, 1996. The primary expenditure in
1997 was a $450,000 charge pursuant to a joint venture termination agreement
with Vista. Costs incurred in 1996 primarily reflect approximately $900,000 of
work performed on the Commonwealth property during the year.
GENERAL AND ADMINISTRATIVE
General and administrative expenses in 1997 were $1,925,000, a decrease of
$2,181,000 from 1996 costs of $4,106,000. The 1996 costs includes severance
payments of $830,000 related to the resignations of David J. Birkenshaw as
Chairman and CEO of the Company and Gerald E. Davis as President of the Company,
approximately $300,000 reflecting costs associated with unsuccessful merger
discussions with MSV Resources Inc., Company bonuses paid during the first
quarter of 1996 and costs associated with the relocation of the corporate
office. The Company underwent an intensive cost reduction program in 1997,
resulting in decreased salary, consulting and other general and administrative
costs during the year.
OTHER
In June 1997, the Company repurchased the Debentures as described above. The
transaction resulted in a loss of $5,419,000, which has been recorded in the
income statement as a loss from repuchase of Debentures of $6,589,000 and an
extraordinary gain of $1,170,000.
Effective December 15, 1997 the Company terminated life insurance coverage for
all current and future retirees, and also discontinued the retiree medical
benefit for all current employees, with the exception of three employees who
have been grandfathered. This change resulted in a curtailment gain of $655,000
in the year ended December 31, 1997.
Also during 1997, the Company recorded a loss from assets held for sale of
$2,938,000 as a result of its decision to sell its controlling interest in
Cornerstone.
22
SIX MONTHS ENDED DECEMBER 31, 1995 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
- ----------------------------------------------------------------------------
1994
- ----
REVENUES
Due to the suspension of milling operations at the Gold Bar Project in September
1994, the Company had no mining revenues for the six months ended December 31,
1995. This compares to mining revenue of $2,328,000 and gold production of
6,021 ounces generated from Gold Bar during the six months ended December 31,
1994.
OPERATING/PRODUCTION COSTS
The Company had no operating costs in the six months ended December 31, 1995.
Operating costs for the six month period ended December 31, 1994, which was
marked by the suspension of milling activities at Gold Bar on September 19,
1994, included production costs of $2,683,000, depreciation, depletion and
amortization of $348,000 and the accrual of shutdown and standby costs of
$1,275,000. Production costs at the Gold Bar property increased to $446 per
ounce, or 115% of revenue, due to the processing of low grade ore from depleting
stockpiles. The $1,275,000 accrual for shutdown and standby costs recorded in
September 1994 reflected the projected shutdown and standby costs to be incurred
through the remainder of fiscal 1995.
EXPLORATION
The Company incurred exploration costs of $307,000 during the six months ended
December 31, 1995 for continued exploration efforts on the Gold Bar property, as
compared to $1,105,000 for the six months ended December 31, 1994. This
decrease reflects the cost savings associated with entering into the joint
venture agreements covering approximately 80% of the Gold Bar claim block as
compared to the underground exploration conducted at Gold Bar during the six
months ended December 31, 1994.
GENERAL AND ADMINISTRATIVE
General and administrative expenses for the six months ended December 31, 1995
were $1,745,000 compared to $1,372,000 for the six months ended December 31,
1994. This increase was primarily a result of an intensified property
acquisition program and relocation expenses.
YEAR ENDED JUNE 30, 1995 COMPARED TO YEAR ENDED JUNE 30, 1994
- -------------------------------------------------------------
In January 1994, production from the Gold Bar property was halted after a
confirmatory drill program indicated that mining to the originally designed Gold
Canyon pit bottom would have been uneconomical due to the occurrence of more
refractory material than had been previously forecast. Management initiated the
processing of low grade stockpiled ores in an effort to avoid the suspension of
milling operations. Engineering and metallurgical studies focusing on the
development of short term reserves were accelerated. On September 16, 1994,
stockpiled ores were depleted and the Company was forced to suspend milling
operations and to temporarily place the Gold Bar property on standby. As a
result, the fiscal year ended June 30, 1995 reflects only three months of
operations.
23
REVENUES
Revenues for the years ended June 30, 1995 and 1994 were $2,328,000 and
$19,478,000, respectively. Gold production decreased to 6,021 ounces in fiscal
1995 from 51,700 ounces in fiscal 1994. The decreases in revenue and gold
production in fiscal 1995 reflect the suspension of operations at the Gold Bar
property after only three months of production. The average price per ounce of
gold realized in fiscal 1995 was $387 versus $377 in fiscal 1994.
OPERATING/PRODUCTION COSTS
Production costs for fiscal 1995 and 1994 were $2,683,000 and $16,526,000,
respectively. Production costs per ounce in fiscal 1995 and 1994 were $446 and
$319, respectively. The decreases in production costs are a result of the
suspension of operations at the Gold Bar property after three months of
production in fiscal 1995. The higher production costs per ounce reflect the
lower grades of ore run subsequent to the suspension of operations.
The Company incurred $1,485,000 in shutdown and standby costs during the last
three quarters of fiscal 1995. Such costs included severance payments,
continuing onsite security and maintenance as well as general and administrative
expenditures.
During the fourth quarter of fiscal 1994, the Company and an independent
consultant began evaluating the Gold Bar mine plan and remaining known ore
reserves. As a result, the Company determined that its remaining unamortized
costs could not be recovered from undiscounted cash flows over the remaining
mine life and the Company recognized an impairment to adjust the carrying value
of its assets with the property being written down to estimated salvage value.
This adjustment resulted in a charge to operations of $5,355,000 in the fourth
quarter of fiscal 1994.
Depreciation, depletion and amortization charges of $395,000 in fiscal 1995
represent the flow through of non-cash costs contained in stockpiled ore
inventory at the end of fiscal 1994 and the write-off of capital expenditures
incurred during the three months of operations in fiscal 1995.
EXPLORATION COSTS
Exploration costs of $1,911,000 were incurred in fiscal 1995, a decrease of
approximately $400,000 from fiscal 1994. The decrease is attributable to the
reduction of land holding costs, as joint venture partners (see below) were
responsible for and leasehold payments, and to a reduction of personnel.
Exploration costs in fiscal 1994 increased $430,000 from fiscal 1993 as a result
of an underground drilling program commenced in the fourth quarter of fiscal
1994 and ended during the first quarter of fiscal 1995.
GENERAL AND ADMINISTRATIVE
General and administrative expenses decreased by $326,000 from $3,068,000 in
fiscal 1994 to $2,742,000 in fiscal 1995, or 11%. The primary reason for the
decrease was a $400,000 reduction in salaries and severance costs.
24
OTHER
During the first quarter of the fiscal year ended June 30, 1995 the Company
acquired a 37.2% interest in Vista, and recorded an equity loss of $1,361,000
during the remainder of the year. Following the merger of Vista with its 50.5%
subsidiary, Hycroft Resources and Development Corporation, Atlas re-evaluated
its investment in Vista relative to the fair values implied in the amalgamation
and to the known reserves at the Crofoot/Lewis mine. As a result, the Company
recorded an $11,419,000 impairment of its investment in Vista as of June 30,
1995.
During October 1994, Atlas recorded a $1,144,000 loss related to the forfeiture
of a non-refundable deposit on the purchase of securities in Dakota. Atlas'
decision to forfeit the deposit was based on its review of the relative market
and purchase prices. In March 1995, Atlas entered into an agreement to purchase
approximately 2.4 million common shares of Dakota for $3,000,000, whereby each
company released the other from any liability arising out of a previous
agreement.
Notes 13 and 14 to the Financial Statements provide details and a discussion of
discontinued operations for the past three fiscal years.
ENVIRONMENTAL MATTERS
- ---------------------
The Company is subject to extensive federal, state and local environmental laws
and regulations. These laws, which are constantly changing, regulate the
discharge of materials into the environment and may require the Company to
mitigate any environmental effects caused by its operations. The Company
believes that it is currently in substantial compliance with all federal, state
and local environmental regulations applicable to its current and discontinued
operations.
The Company is obligated to decommission and reclaim its uranium mill site
located near Moab, Utah. The Company discontinued its uranium operations in
1987, and estimated shut-down and reclamation expenses were accrued.
Reclamation and decommissioning costs (net of reimbursements, see below) of
$1,215,000, $1,808,000, $1,189,000, and $1,497,000 have been charged against
this accrual for the years ended December 31, 1997 and 1996, six months ended
December 31, 1995, and the fiscal year ended June 30, 1995. The approval
process for the Company's plan of reclamation was again delayed during 1997.
The continued delays in this process increase the ultimate cost of the
reclamation plan due to additional technical information requirements,
continuing overhead costs, legal and consulting fees, as well as inflation and
other ongoing carrying costs of the property. Due to these added costs, along
with possible changes in the scope of the Company's reclamation plan, the
Company has reevaluated its uranium reclamation accrual and concluded that an
additional charge of $3,000,000 was required in the year ended December 31,
1997. The balance of this accrual at December 31, 1997, after the additional
charge, was $21,935,000. The reclamation plan as proposed by the Company
extends over the next three to six years. Title X of "The Comprehensive
National Energy Policy Act" ("Title X"), which was enacted in October 1992,
provides for reimbursement by the federal government of past and future
reclamation expenses in proportion to the extent that the Site's tailings were
generated by Atomic Energy Commission ("AEC") contracts. With respect to the
Company's discontinued uranium operations, 56% of the tailings were generated by
AEC contracts. Requests for reimbursement
25
under Title X must be submitted annually to the Department of Energy ("DOE") and
are subject to review and audit. At December 31, 1997, the Company had recorded
a Title X receivable of $15,865,000 which includes claims already made (see
below) as well as an estimate of future claims based upon the recorded
reclamation liability. The timing on the repayment of costs approved for
reimbursement is a function of Congressional appropriation.
In July 1994, the Company submitted the first of four claims under Title X of
the 1992 Energy Act for reimbursement of compliance and reclamation costs. The
four claims cover costs incurred from fiscal 1980 through March 1997. The total
amount reimbursable under the four claims is $6,812,000. As of March 15, 1998,
the Company had received $4,276,000 in reimbursements under Title X leaving a
remaining balance due of $2,536,000 at December 31, 1997.
On January 30, 1996, the Nuclear Regulatory Commission ("NRC") released a draft
Environmental Impact Statement ("EIS") and a draft Technical Evaluation Report
("TER") regarding the Company's reclamation proposal. Atlas' proposed
reclamation plan consists of contouring the tailings pile to allow for the
natural drainage of precipitation and the addition of an earth and rock cover to
prevent erosion and minimize radon emanation. The current EIS process is being
used by the NRC to evaluate the environmental impact of the Company's proposed
plan and an alternative proposal. In the draft EIS, the NRC staff preliminarily
concluded that Atlas' proposal to reclaim the pile in place was acceptable and
less costly than the proposed alternative. The final TER, dated March 7, 1997,
concluded that the Atlas reclamation plan was in compliance with the technical
requirements for capping the tailings facility on-site.
The Company is confident that the ultimate result of the EIS review process, in
conjunction with the supportive conclusion of the TER will be the approval of
its reclamation plan, and that its accrual is sufficient to cover future
reclamation costs.
Estimated reclamation costs relating to the Gold Bar Resource Area are recorded
based on the units of production method. There were no reclamation costs
expensed in the twelve month periods ended December 31, 1997 and 1996, the six
month period ended December 31, 1995 and the fiscal year ended June 30, 1995
since analysis indicated that the $3,118,000 accrued for reclamation costs at
the Gold Bar Resource Area is adequate.
The Company anticipates, funding over the next three to six years, the estimated
closing and reclamation costs of its uranium and gold mining operations from the
$6,208,000 in restricted cash which serves as collateral for letters of credit
and reclamation bonds relating to these costs and from reimbursements under
Title X. The above sources of funds will not satisfy the entire obligation, nor
can the availability of these funds be assured when required. The Company
expects to fund any such deficiencies through the sale of assets, financings
secured by the above noted assets and/or from cash flows from operations as
needed.
During fiscal 1988, the United States Environmental Protection Agency ("EPA")
notified the Company that it was one of several potentially responsible parties
("PRPs") under the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") for cleanup costs at the Company's former asbestos mine
and mill site near Coalinga, California and in the City of Coalinga. In fiscal
1993 and 1991, the Company established a reserve of,
26
and recorded as an expense $600,000 and $3,000,000, respectively, to cover the
Company's share of costs to be incurred in connection with this matter. The
accruals reflect participation by the Bureau of Land Management ("BLM"), which
was also named as a PRP. The Company instituted legal action against 13
insurance carriers which had issued insurance policies over a period of more
than 25 years with respect to these sites. During fiscal 1994, the Company
reached settlement with a number of these carriers and recorded a gain from
discontinued operations of $2,175,000.
In October 1994, the EPA approved a remedial action plan for the sites. Due to
unusually heavy rains experienced at the site during the spring and early summer
of 1995, the Company experienced delays and cost overruns. As a result, the
Company recorded an additional loss from discontinued operations of $225,000 in
the fourth quarter of fiscal 1995. The EPA issued its "Approval of Construction
Completion" on November 14, 1996.
In 1997, the Company recorded an additional accrual of $217,000 primarily due to
past administrative and oversight costs of the EPA for the years 1994 through
1997, and also for costs charged by the State of California for its
administrative costs incurred at Coalinga.
IMPACT OF YEAR 2000
- -------------------
The Company's computer programs consist of canned software which will be
upgraded by the manufacturer at minimal cost to the Company in order to achieve
year 2000 compliance. The Company believes that following these modifications or
upgrades, which are anticipated to be completed by the end of 1998, the issue
will not result in any significant impact on the operations of the Company or
its computer systems.
27
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
INDEX TO FINANCIAL STATEMENTS Page
Consolidated Statements of Operations 31
for the Years Ended December 31, 1997
and 1996, the Six Months Ended
December 31, 1995 and for the Year
Ended June 30, 1995
Consolidated Balance Sheets as of 32
December 31, 1997 and 1996
Consolidated Statements of Stockholders' 33
Equity (Deficit) for the Years Ended
December 31, 1997 and 1996, the Six
Months Ended December 31, 1995 and for
the Year Ended June 30, 1995
Consolidated Statements of Cash Flow 34
for the Year Ended December 31, 1997
and 1996, the Six Months Ended
December 31, 1995, and for the Year
Ended June 30, 1995
Notes to Consolidated Financial 35 - 61
Statements
Report of Independent Auditors 62
28
ATLAS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except earnings per share)
Year Ended Six Months
December 31, Ended Year Ended
---------------------- December 31, June 30,
1997 1996 1995 1995
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Mining revenue $ 3,935 $ 578 $ - $ 2,328
- ------------------------------------------------------------------------------------------
Costs and expenses:
Production costs 3,671 441 - 2,683
Depreciation, depletion and
amortization 665 324 - 348
Impairment of mineral property
(Note 6) 1,256 - - -
Shutdown and standby costs
(Note 5) 446 1,232 671 1,485
General and administrative
expenses 1,925 4,106 1,745 2,742
Exploration and prospecting
costs 731 1,264 307 1,911
- ------------------------------------------------------------------------------------------
Gross operating loss (4,759) (6,789) (2,723) (6,841)
- ------------------------------------------------------------------------------------------
Other (income) and expense:
Equity in loss of Vista Gold
Corp. (Note 9) - 2,721 1,703 1,361
Loss on asset held for sale
(Note 9) 2,938 272 25 -
Loss on repurchase of
debentures (Note 10) 6,589 - - -
Gain on curtailment of
retirement plan (Note 16) (655) - - -
Impairment of investment in
Vista Gold Corp. (Note 9) - - - 11,419
Forfeiture of deposit on stock
purchase agreement (Note 4) - - - 1,144
Interest (income) expense, net 559 728 73 (327)
Other (income) expense, net
(Notes 4 and 9) (269) (125) (258) (41)
- ------------------------------------------------------------------------------------------
Loss from continuing
operations before income
taxes and extraordinary
gain (13,921) (10,385) (4,266) (20,397)
Provision for income taxes (Note 18) - - - -
- ------------------------------------------------------------------------------------------
Loss from continuing
operations (13,921) (10,385) (4,266) (20,397)
Income (loss) from discontinued
operations (Note 13) (2,868) - - 621
- ------------------------------------------------------------------------------------------
Loss before extraordinary
gain (16,789) (10,385) (4,266) (19,776)
Extraordinary gain (Note 10) 1,170 - - -
- ------------------------------------------------------------------------------------------
Net loss $(15,619) $(10,385) $(4,266) $(19,776)
==========================================================================================
Basic and diluted earnings per share of
common stock (Note 17)
Loss from continuing
operations $ (0.54) $(0.49) $(0.22) $(1.23)
Income (loss) from discontinued
operations (0.11) - - 0.04
Extraordinary gain 0.04 - - -
- ------------------------------------------------------------------------------------------
Net loss $ (0.61) $(0.49) $(0.22) $(1.19)
==========================================================================================
Weighted average of common shares
outstanding 25,811 21,015 19,148 16,549
==========================================================================================
See accompanying notes
29
ATLAS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31,
------------------------
1997 1996
- ---------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 583 $ 1,022
Accounts receivable - Trade 542 270
Title X receivable (Note 14) 1,100 1,600
Accounts receivable - other 541 469
Inventories (Note 3) 965 848
Prepaid expenses and other
current assets 37 195
- ---------------------------------------------------------------------------
Total current assets 3,768 4,404
Property, plant and equipment (Note 6) 60,427 59,909
Less: Accumulated depreciation,
depletion and amortization
and impairment (46,027) (44,778)
- ---------------------------------------------------------------------------
14,400 15,131
Investment in Vista Gold Corp. (Notes
4, 9 and 10) - 11,542
Restricted cash and securities (Note
11) 6,208 6,254
Asset held for sale (Note 9) 3,000 3,984
Title X receivable (Note 14) 14,765 13,593
Other assets (Note 11) 175 1,113
- ---------------------------------------------------------------------------
$ 42,316 $ 56,021
===========================================================================
LIABILITIES
Current liabilities:
Trade accounts payable $ 2,209 $ 1,443
Other accrued
liabilities (Note 11) 2,189 2,069
Short-term debt (Note 10) 6,017 2,129
Deferred gain on joint
venture agreement 750 -
Current portion of
estimated uranium
reclamation costs (Note 14) 800 1,200
- ---------------------------------------------------------------------------
Total current liabilities 11,965 6,841
Long-term debt (Note 10) 1,917 13,310
Other liabilities, long-term (Note 11) 27,903 23,498
Commitments and contingencies (Note 14)
STOCKHOLDERS' EQUITY (Notes 7, 8, 10 and 21)
Common stock, par value $1 per share;
authorized 50,000,000; issued and
outstanding, 27,281,503 and
24,180,264, at December 31, 1997 and 1996,
respectively 27,282 24,180
Capital in excess of par value 66,735 68,514
Deficit (93,486) (77,867)
Unrealized loss on investment in
equity securities (Note 4) - (2,322)
Currency translation adjustment - (133)
- ---------------------------------------------------------------------------
Total stockholders' equity 531 12,372
- ---------------------------------------------------------------------------
$ 42,316 $ 56,021
============================================================================
See accompanying notes
30
ATLAS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands)
Capital in
Common Common Excess of
Shares Stock Par Value Deficit Other Total
- --------------------------------------------------------------------------------------------------------
Balance at June 30, 1994 9,410 $ 9,410 $31,555 $(43,440) $ - $ (2,475)
Issuance of Common Stock (Note 21) 9,091 9,091 36,965 - - 46,056
Exercise of Warrants 15 15 39 - - 54
Interest on Debenture 40 40 50 - - 90
Shares issued to 401(k) plan 22 22 69 - - 91
Unrealized gain on investment (Note 4) - - - - 896 896
Currency translation adjustment - - - - (103) (103)
Current year loss - - - (19,776) - (19,776)
- --------------------------------------------------------------------------------------------------------
Balance at June 30, 1995 18,578 18,578 68,678 (63,216) 793 24,833
Issuance of Common Stock for purchase of
property (Note 6) 1,400 1,400 525 - - 1,925
Shares issued to 401(k) plan 18 18 16 - - 34
Interest on Debenture 39 39 29 - - 68
Unrealized loss on investment (Note 4) - - - - (454) (454)
Currency translation adjustment - - - - 3 3
Current year loss - - - (4,266) - (4,266)
- --------------------------------------------------------------------------------------------------------
Balance at December 31, 1995 20,035 20,035 69,248 (67,482) 342 22,143
Issuance of Common Stock for purchase of
Arisur Inc. (Note 9) 4,000 4,000 (750) - - 3,250
Shares issued to 401(k) plan 66 66 3 - - 69
Interest on Debenture (Note 10) 79 79 13 - - 92
Unrealized loss on investment (Note 4) - - - - (2,764) (2,764)
Currency translation adjustment - - - - (33) (33)
Current year loss - - - (10,385) - (10,385)
- --------------------------------------------------------------------------------------------------------
Balance at December 31, 1996 24,180 24,180 68,514 (77,867) (2,455) 12,372
Shares issued to 401(k) plan 74 74 (39) - - 35
Interest on Debenture 40 40 (10) - - 30
Shares issued to Barrick (Note 6) 1,000 1,000 (500) - - 500
Shares issued to retire Exchangeable
Debentures (Note 10) 1,501 1,501 (938) - - 563
Shares issued for payment of fees 294 294 (184) - - 110
Sale of Vista shares (Note 10) - - - - 2,455 2,455
Shares issued in settlement of pension
obligation 193 193 (108) - - 85
Current year loss - - - (15,619) - (15,619)
- -------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 27,282 $27,282 $66,735 $(93,486) $ - $ 531
=======================================================================================================
See accompanying notes
31
ATLAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands)
Year Ended Six Months
December 31, Ended Year End
---------------------- Dec. 31, June 30,
1997 1996 1995 1995
- ---------------------------------------------------------------------------------------------
Operating activities:
Net loss $(15,619) $(10,385) $ (4,266) $(19,776)
(Income) loss from discontinued
operations 2,868 - - (621)
From continuing operations:
Adjustments to reconcile loss to
net cash used in operations
(Note 12) 9,386 3,630 1,844 14,198
Changes in operating assets and
liabilities (Note 12) 1,808 (2,010) 1,113 (116)
- ---------------------------------------------------------------------------------------------
(1,557) (8,765) (1,309) (6,315)
- ---------------------------------------------------------------------------------------------
Discontinued operations:
Operating income (loss) (net of tax) (2,868) - - 621
Adjustments to reconcile income (loss)
to net cash provided by (used in)
operations:
Decrease (increase) in accounts
receivable - - - 875
Increase in accrued liabilities 217 - - 123
Increase (decrease) in other
liabilities, long-term (349) - - 102
Net increase (decrease) in
estimated reclamation costs 3,365 (1,808) (1,190) (1,497)
- ---------------------------------------------------------------------------------------------
365 (1,808) (1,190) 224
- ---------------------------------------------------------------------------------------------
Net cash used in operations (1,192) (10,573) (2,499) (6,091)
- ---------------------------------------------------------------------------------------------
Investing activities:
Net cash expended in purchase of
subsidiary - (3,676) - -
Purchase of stock in Vista Gold Corp. - - - (36,492)
Investment in equity securities - - (180) (3,007)
Cash released from (placed in) escrow - 10,000 (10,000) -
Additions to property, plant and
equipment (1,847) (1,286) (1,015) (265)
Investment in asset held for sale (2,057) (1,948) (1,636) (307)
Proceeds from joint venture agreement 1,500 - - -
Proceeds from sale of Vista Gold
Corp. 76 5,527 - -
Proceeds from sale of Dakota Mining
Corporation - 4,520 - -
Proceeds from sale of equipment and
reduction in other assets 563 - - 491
- ---------------------------------------------------------------------------------------------
Net cash provided by (used in)
investing activities (1,765) 13,137 (12,831) (39,580)
- ---------------------------------------------------------------------------------------------
Financing activities:
Proceeds from borrowings on short
term debt and line of credit 505 238 - 3,550
Repayment of short-term debt (500) (2,000) - (3,550)
Proceeds from the issuance of Common
Stock 500 - - 50,054
Proceeds from the issuance of
long-term debt 2,300 - 10,000 -
Proceeds from the issuance of
short-term notes - - 2,000 -
Costs to repurchase Exchangeable
Debenture (287) - - -
Cost of issuance of long-term debt
and Common Stock - - (902) (3,698)
- ---------------------------------------------------------------------------------------------
Net cash provided by (used in)
financing activities 2,518 (1,762) 11,098 46,356
- ---------------------------------------------------------------------------------------------
Increase (decrease) in cash and
cash equivalents (439) 802 (4,232) 685
- ---------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning
of period 1,022 220 4,452 3,767
- ---------------------------------------------------------------------------------------------
Cash and cash equivalents at end
of period $ 583 $ 1,022 $ 220 $ 4,452
=============================================================================================
Supplemental disclosures of noncash
activities:
See accompanying notes
32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. ACCOUNTING POLICIES
BASIS OF PRESENTATION -- The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The
Company has incurred operating losses of $13,921,000, $10,385,000, $4,266,000
and $20,397,000 for the years ended December 31, 1997 and 1996, the six months
ended December 31, 1995 and the fiscal year ended June 30, 1995, respectively
and has a working capital deficit of $8,197,000 at December 31, 1997. These
considerations raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.
Management's plans to alleviate the substantial doubt include the following:
As further described in Note 6, the Company has entered into option agreements
with respect to its Grassy Mountain, Doby George and Gold Bar properties which,
if completed, will represent a significant source of funds for the Company. In
addition, the Company has announced its intentions to sell its controlling
interest in Cornerstone Industrial Minerals Corporation. The funds from these
transactions will provide the Company near term working capital as well as
capital for the ongoing expansion of the Company's Bolivian operations.
The Company has undergone an expansion of its Bolivian operations and, as a
result, production has steadily increased throughout 1997 and this trend is
expected to continue through 1998. As a result of this increased capacity, the
Company is seeking additional sources of financing, either as an extension, or a
replacement for its current debt related to these properties. The Company also
continues aggressively to pursue other sources of funding, including potential
mergers with companies holding sufficient cash reserves.
The Company is also evaluating the leveraging of its unencumbered properties and
of its restricted cash and Title X receivable (Note 14) in order to secure short
or long-term funding as appropriate. Management believes that the above actions,
along with the continued cooperation of the Company's creditors and stringent
management of cash resources, will enable the Company to meet its short term
cash requirements.
PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of Atlas Corporation and all majority-owned
subsidiaries ("the Company"). All significant intercompany balances and
transactions have been eliminated.
CHANGE IN FISCAL YEAR -- The Company changed its fiscal year from June 30 to
December 31 effective December 31, 1995.
INVENTORIES -- Inventories other than finished gold are recorded at the lower
of average cost or net realizable value. Finished gold inventory is carried at
realizable value.
33
MINING COSTS -- During production periods, costs attributable to waste are
charged to operations based on the average ratio of waste tonnage to ore
tonnage.
PROPERTY, PLANT AND EQUIPMENT -- Property, plant and equipment is stated at the
lower of cost, or estimated net realizable value. Depreciation of milling
facilities and depletion of mining properties is determined by the units of
production method. The Company regularly assesses its ability to recover the
carrying value of its assets and recognizes an impairment when it is determined
that unamortized costs cannot be recovered from undiscounted cash flows over the
remaining project life. Leasehold improvements are amortized on a straight-line
basis over the terms of related leases or, if shorter, estimated useful life.
Expenditures for maintenance and repairs are charged to operations as incurred.
Expenditures for additions and major renewals are added to the property, plant
and equipment accounts. Interest expense allocable to the acquisition or
construction of capital assets and deferred mine development is capitalized
until operations commence.
INVESTMENTS -- The Company uses the equity method to account for investments in
common stock of companies 20% to 50% owned. Marketable equity securities
available for sale are recorded at fair value with unrealized gains and losses
reported as a separate component of stockholders' equity.
FOREIGN CURRENCIES -- All assets and liabilities of foreign subsidiaries are
translated into U.S. dollars using the exchange rate prevailing at the balance
sheet date, while income and expense items are translated at the weighted
average exchange rate prevailing during the period. Unrealized exchange gains
and losses are deferred and shown as a currency translation adjustment in
shareholders' equity.
DEVELOPMENT PROPERTIES - At properties identified as having the potential to add
to the Company's proven and probable reserves, the direct costs of acquisition,
exploration and development are capitalized as they are incurred. Determination
as to reserve potential is based on results of feasibility studies which
indicate whether a property is economically feasible. After drilling has
confirmed the shape and continuity of mineralization, initial feasibility
studies are optimized. If production commences, these costs are transferred to
deferred exploration and development costs and amortized against earnings using
the units of production method. If a project is determined not to be
commercially feasible, unrecovered costs are expensed in the year in which the
determination is made.
EXPLORATION COSTS - The costs of exploration programs not anticipated to result
in additions to the Company's reserves and other mineralization in the current
year are expensed as incurred.
MINING REVENUE -- Gold revenues are recorded when the finished product is
available for shipment. Revenues on base metals are recorded at the time of
shipment.
RECLAMATION -- Estimated reclamation, site restoration and closure costs for
each mine are charged to operations over the expected life of the mine using the
units of production method.
INCOME TAXES -- The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). SFAS 109 is an asset and liability
34
approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in
the Company's financial statements or tax returns. In estimating future tax
consequences, SFAS 109 generally considers all expected future events other than
enactments of changes in the tax law or rates. Income tax accounting information
is disclosed in Note 17 to the consolidated financial statements.
CASH EQUIVALENTS -- The Company considers all highly liquid investments
purchased with a maturity of three months or less to be cash equivalents.
EARNINGS PER SHARE - In 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share." The new statement replaced the
calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is similar to the previously reported
fully diluted earnings per share. Adoption of the new standard, which involves
restatement of earnings (loss) per share amounts for prior periods, had no
material effect on the Company's earnings (loss) per share amounts for all
periods presented.
LONG-LIVED ASSETS -- In March 1995, the Financial Accounting Standards Board
issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of", which requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present. The Company adopted Statement No. 121 in the first
quarter of 1996. The effect of adoption was not material.
ENVIRONMENTAL REMEDIATION LIABILITIES - In October 1996, the American Institute
of Certified Public Accountants issued SOP 96-1 "Environmental Remediation
Liabilities", which requires the accrual of environmental remediation
liabilities when the criteria for Financial Accounting Statement Board Statement
No. 5 "Accounting for Contingencies" are met. The Company adopted SOP 96-1 in
the first quarter of 1997. The effect of adoption was not material (Note 14).
COMPREHENSIVE INCOME - In June 1997, the Financial Accounting Standards Board
issued Statement No. 130, "Reporting Comprehensive Income", which requires
companies to classify items of other comprehensive income by their nature in a
financial statement and display the accumulated balance of other comprehensive
income separately from retained earnings and additional paid-in capital in the
equity section of a statement of financial position. Statement No. 130 is
effective for financial statements for fiscal years beginning after December 15,
1997, and therefore the Company will adopt the new requirements in the first
quarter of 1998. Management does not anticipate that the effects of adoption of
this statement to be material.
SEGMENT REPORTING - In June 1997, the Financial Accounting Standards Board
issued Statement No. 131, "Disclosures about Segments of an Enterprise and
Related Information", which establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. In addition,
it establishes standards for related disclosures about products and services,
geographic areas and major customers. Statement No. 131 is effective for
financial statements for fiscal years beginning after December 15, 1997, and
therefore the Company will adopt the new requirements retroactively in 1998.
Management has not completed its review of Statement No. 131, but does not
anticipate that the adoption of this statement will have a significant effect on
the Company's reported segments.
ACCOUNTING ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS -- The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
RECLASSIFICATIONS -- Certain of the comparative figures have been reclassified
to conform with the current year's presentation.
35
2. RESULTS FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE SIX MONTHS ENDED
DECEMBER 31, 1994
The following financial information for the six months ended December 31, 1994
is unaudited and is being presented for comparative purposes:
Six Months Ended Dec. 31,
----------------------------------
1994
(In thousands) 1995 (Unaudited)
- ----------------------------------------------------------------------------
Mining revenue $ - $ 2,328
Gross operating loss (2,723) (4,455)
Loss from continuing operations before
income taxes (4,266) (5,804)
Provision for income taxes - -
Loss from continuing operations (4,266) (5,804)
Loss from discontinued operations - 846
Net loss $ (4,266) $(4,958)
========= ========
Net loss per common share $ (0.22) $ (0.34)
========= ========
3. INVENTORIES
December 31,
-------------------
(In thousands) 1997 1996
- -------------------------------------------------
Zinc and lead concentrates $ 91 $ 39
Stockpiled ore 249 278
Materials and supplies 625 531
-------------------
$ 965 $ 848
===================
4. INVESTMENTS IN MARKETABLE EQUITY SECURITIES
On May 31, 1994, the Company, Dakota Mining Corporation ("Dakota") and
VenturesTrident, L.P. and VenturesTrident II, L.P. entered into an agreement in
principle providing for (i) the purchase of 1,500,000 common shares of Dakota
from the VenturesTrident Partnerships, for $4.00 per share, and, subject to the
completion of the purchase of the VenturesTrident Shares, (ii) the subscription
by Atlas to 3,100,000 newly-to-be issued convertible preferred shares of Dakota.
On October 28, 1994, the Company determined that, based upon the prevailing
market conditions, it was in the best interests of its shareholders not to
proceed with the Dakota acquisition and forfeited $1,000,000 in nonrefundable
deposits to the VenturesTrident Partnerships. Costs of $144,000 incurred in
conjunction with the Dakota transaction were also expensed.
On March 9, 1995 Atlas and Dakota entered into a Subscription Agreement, under
which Atlas purchased 2,419,355 Special Warrants of Dakota at a price of $1.24
per Special Warrant which were subsequently converted into 2,419,355 Common
Shares of Dakota. In connection with the purchase by the Company of Special
Warrants, the Company and Dakota executed a mutual limited release, whereby each
party released the other from any liability arising out of the May 31, 1994
agreement.
On March 9, 1996 the Company sold its 2,419,355 common shares of Dakota for U.S.
$1.87 per share, or U.S. $4,519,000. The Company recognized a gain in 1996 on
this sale of $1,332,000.
36
As further described in Note 9, the Company's investment in Vista Gold Corp.
fell below 20% in the fourth quarter of 1996. Accordingly, the investment was
treated as a marketable equity security at December 31, 1996.
The following is a summary of investments in equity securities:
December 31,
---------------------- June 30,
(In thousands) 1997 1996 1995 1995
- -----------------------------------------------------------------------------
Common shares:
Cost $ - $ - $3,187 $3,187
Gross unrealized gains - - 442 896
------------------------------------
Estimated fair value $ - $ - $3,629 $4,083
====================================
Vista Gold Corp. common shares:
Cost $ - $13,864 $ - $ -
Gross unrealized gains - (2,322) - -
------------------------------------
Estimated fair value $ - $11,542 $ - $ -
====================================
5. FINANCIAL INSTRUMENTS
Financial instruments consist of the following:
December 31,
-----------------------------------------------------
1997 1996
---------------------- ---------------------
Carrying Fair Carrying Fair
(In thousands) Value Value Value Value
- ----------------------------------------------------------------- ---------------------
Assets
Short-term assets $ 2,766 $ 2,766 $ 3,361 $ 3,361
Long-term equity securities - - 11,542 11,542
Liabilities
Short-term liabilities 11,965 11,965 6,841 6,841
Long-term debt 1,917 1,858 13,310 11,455
Short-Term Assets and Liabilities: The fair value of cash and cash equivalents,
marketable equity securities, accounts receivable, accounts payable, other
accrued liabilities and short-term debt approximates their carrying value due to
the short-term nature of these instruments.
Long-Term Equity Securities: Equity securities which are classified as long-
term at December 31, 1996 are recorded as Investment in Vista Gold Corp. in the
consolidated balance sheets. These equity securities, which are classified as
available-for-sale, have a basis of $0 and $13,864,000 at December 31, 1997 and
1996, respectively, and are stated at fair value based upon quoted market
prices. The unrealized gain is included as a separate component of shareholders'
equity.
Long-Term Debt: The fair value of long-term debt is based primarily on the
Company's current established refinancing rates of 12%.
37
6. PROPERTY, PLANT AND EQUIPMENT.
Accumulated
Depreciation,
Depletion
Acquisition Amortization & Net Book
December 31, 1997 (In thousands) Costs Impairment Value
- -----------------------------------------------------------------------------------------
Property and leaseholds $ 6,417 $ 1,983 $ 4,434
Land improvements 5,741 5,740 1
Deferred exploration and
development costs 6,586 3,814 2,772
Buildings and equipment 41,683 34,490 7,193
----------------------------------------------------
Total $60,427 $ 46,027 $ 14,400
====================================================
Accumulated
Depreciation,
Depletion
Acquisition Amortization & Net Book
December 31, 1996 (In thousands) Costs Impairment Value
- -----------------------------------------------------------------------------------------
Property and leaseholds $ 6,516 $ 1,889 $ 4,627
Land improvements 5,734 5,734 -
Deferred exploration and
development costs 6,889 3,017 3,872
Buildings and equipment 40,770 34,138 6,632
----------------------------------------------------
Total $59,909 $ 44,778 $ 15,131
====================================================
In September 1996 the Company reacquired the Grassy Mountain property from
Newmont Grassy Mountain Corporation for $206,000, a $500,000 note due September
1997 (Note 10) and assumption of a reclamation liability estimated at $201,000.
In December 1997 the Company signed an option agreement with Tombstone
Explorations Company Ltd. ("Tombstone") granting Tombstone an exclusive option
to purchase the Grassy Mountain property for $4 million. The option payments
are to be made over four years approximating $1 million per year. The Company
had received $400,000 from this agreement at December 31, 1997. In the event
that Tombstone does not exercise its option to purchase the property, all
payments previously made to Atlas will be forfeited.
On October 25, 1995 the Company purchased the Doby George property from
Independence Mining Company Inc. for the sum of $400,000 in cash plus 1.4
million shares of the Company's Common Stock. In September 1997 the Company
executed a purchase agreement for the sale of the Doby George property to
Western Exploration and Development Ltd. ("Western") which calls for installment
payments of $1,600,000 to paid as follows: $200,000 on October 13, 1997;
$400,000 on December 15, 1997; $300,000 on March 15, 1998; $300,000 on June 15,
1998; and $400,000 on September 15, 1998. In the event that Western elects not
to complete the purchase of the property, it is entitled to receive Atlas Common
Shares, valued at $1 per share, equal to the option payments paid to Atlas. As
of March 31, 1998, Western had made all scheduled payments required under the
agreement. As a result of the agreement with Western, the Company recorded an
impairment of mineral property of $1,256,000 in the accompanying consolidated
statements of operations for the year ended December 31, 1997.
38
During September 1994 the Company placed the Gold Bar mine on standby and
recorded an expense of $1,275,000 for estimated shutdown and standby costs
through the end of the fiscal year. During the fourth quarter of the fiscal year
ended June 30, 1995 the Company recorded $210,000 of additional shutdown and
standby costs. During the years ended December 31, 1997 and 1996 and the six
months ended December 31, 1995 the Company recorded $446,000, $1,232,000 and
$671,000, respectively, of additional shutdown and standby costs. On June 6,
1997, Barrick Gold Exploration Inc. ("Barrick"), completed the purchase from the
Company of more than 90% of the Gold Bar claim block with an option to acquire
the balance within two years. The Company received $1,000,000 in cash from
Barrick and Barrick purchased one million Atlas Common Shares at $1 per share.
Under the terms of the purchase, Barrick has agreed to spend $3,000,000 on the
property prior to June of 1999. At Barrick's election, on or before June 3,
1999, the balance of the Gold Bar property will be conveyed to Barrick and Atlas
may elect either to receive an additional $15,000,000 in cash and retain a 2%
net smelter royalty, or to participate with Barrick in the further exploration
and development of Gold Bar as a 25% carried joint venture participant. If Atlas
elects to participate as a joint venture partner, Barrick will spend a minimum
of $15,000,000 on the project. If Barrick chooses not to acquire the balance of
the properties within the two year period, all of Barrick's interest in the Gold
Bar properties will be reconveyed to Atlas.
7. STOCKHOLDERS' EQUITY
The Company is authorized to issue 1,000,000 shares of preferred stock, par
value $1 per share. The preferred stock is issuable in series, with
designations, rights and preferences to be fixed by the Board of Directors. The
Board of Directors has established a series of 200,000 shares of Series
Preferred Stock designated Series A Junior Participating Preferred Stock
("Series A Preferred Stock"), no shares of which have been issued.
At December 31, 1997 there were 875,000 shares of Common Stock reserved for the
conversion of an outstanding convertible Debenture and 2,032,111 shares of
Common Stock reserved for Option Warrants which are exercisable at a price of
$15.625 per share and have no expiration date ("Perpetual Warrants"). Since June
30, 1994, no Perpetual Warrants have been issued or exercised. Also at December
31, 1997 there were 4,545,455 shares of Common Stock reserved for Option
Warrants issued in connection with the private placements discussed in Note 21,
with the following terms and activity:
Date of issuance Aug. 15, 1994 Dec. 14, 1994
Exercise price $ 7.00 $ 7.00
Expiration date Aug. 15, 1999 Dec. 15, 1999
Warrants issued 3,243,405 1,302,050
Shares exercised:
Year ended June 30, 1995 - -
Six months ended December 31, 1995 - -
Year ended December 31, 1996 - -
Year ended December 31, 1997 - -
-------------- --------------
Outstanding December 31, 1997 3,243,405 1,302,050
============== ==============
39
8. EMPLOYEE INCENTIVE PLANS
The Company's Long Term Incentive Plan (the "LTIP") provides that key employees
may be granted options to purchase Common Stock at the fair value of the shares
on the date of grant. At a February 17, 1995 Meeting of Stockholders, the
shareholders approved an amendment to the LTIP (i) to increase by 850,000 to
1,745,000 the number of shares authorized for issuance under the LTIP, (ii) to
provide for the automatic grant to non-employee directors of the Company of
awards of stock options under the LTIP and (iii) to reduce the minimum period
prior to which an option may be exercised for all options granted after January
6, 1995 from one year to six months. Options are exercisable for a maximum of
ten years from the date of grant and no options may be granted after July 31,
1999.
Date Granted Exercise Price Shares
- -------------------------------------------------------------------------------
Granted October 1, 1986 $ 6.750 6,000
Granted January 6, 1988 16.125 6,000
Granted August 2, 1989 16.750 10,000
Granted November 13, 1989 17.250 2,000
Granted April 14, 1990 14.625 21,500
Granted July 23, 1990 12.125 8,000
Granted September 12, 1990 13.125 47,000
Granted March 6, 1991 7.375 6,450
Granted January 6, 1993 5.125 43,500
Granted March 11, 1993 2.750 30,000
Granted November 15, 1993 4.250 815,000
Granted December 1, 1993 5.250 10,000
Granted May 2, 1994 8.000 5,000
Exercised (30,000)
Canceled (185,950)
- -------------------------------------------------------------------------------
Balance outstanding as of June 30, 1994 794,500
40
Date Granted Exercise Price Shares
- ------------------------------------------------------------------------------------------
Granted August 10, 1994 $4.750 122,500
Granted January 6, 1995 2.125 80,000
Granted January 6, 1995 4.500 450,000
Granted January 6, 1995 3.000 83,000
Granted January 6, 1995 4.000 83,000
Granted January 6, 1995 5.000 84,000
Granted May 19, 1995 2.000 235,000
Canceled (815,000)
- ------------------------------------------------------------------------------------------
Balance outstanding as of June 30, 1995 1,117,000
Granted July 12, 1995 1.875 40,000
Granted August 10, 1995 2.000 225,500
Granted December 13, 1995 1.500 20,000
Granted December 15, 1995 2.00 7,800
Canceled (347,000)
- ------------------------------------------------------------------------------------------
Balance outstanding as of December 31,
1995 1,063,300
Granted June 21, 1996 1.500 200,000
Granted October 8, 1996 1.000 20,000
Granted November 1, 1996 1.000 651,000
Granted November 5, 1996 1.000 100,000
Canceled (692,500)
- ------------------------------------------------------------------------------------------
Balance outstanding as of December 31,
1996 1,341,800
Granted January 15, 1997 1.000 35,000
Granted August 15, 1997 1.000 50,000
Canceled (336,500)
- ------------------------------------------------------------------------------------------
Balance outstanding as of December 31,
1997 1,090,300
=============
Summary of options outstanding as of
December 31, 1997:
- ------------------------------------------------------------------------------------------
Date Exercise Price Shares
- ------------------------------------------------------------------------------------------
January 6, 1995 $2.125 40,000
July 12, 1995 1.875 20,000
August 10, 1995 2.000 136,500
December 15, 1995 2.000 7,800
June 21, 1996 1.500 200,000
October 8, 1996 1.000 20,000
November 1, 1996 1.000 516,000
November 5, 1996 1.000 100,000
August 15, 1997 1.000 50,000
- ------------------------------------------------------------------------------------------
1,090,300
=============
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related Interpretations
in accounting for its employee stock options. Under APB 25, because the
exercise price of the Company's employee stock options
41
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.
During 1997 the Company authorized the grant of options to key personnel for
85,000 shares of the Company's stock, of which 35,000 expired in 1997. The
remaining options granted have a 10 year term expiring August 15, 2007 and vest
and become fully exercisable at the end of six months of continued service.
During 1996 the Company authorized the grant of options to key personnel for up
to 971,000 shares of the Company's Common Stock. Of these, 200,000 were granted
with a two year term, expiring June 21, 1998 and fully vested and exercisable at
time of grant. Also, there were 100,000 options granted with a two year term
expiring November 5, 1998 and fully vested and exercisable at time of grant. All
remaining options granted have 10 year terms expiring November 1, 2006 and vest
and become fully exercisable at the end of six months of continued service. In
1995 the Company granted a total of 763,300 options to key personnel.
Pro forma information regarding net income and earnings per share as required by
Statement 123, has been determined as if the Company had accounted for its
employee stock options under fair value method of that Statement. The fair value
for these options was estimated at the date of grant using the Black-Scholes
option pricing model with the following weighted-average assumptions for 1995,
1996 and 1997: risk-free interest rate of 5.09%, 5.09% and 5.71%, respectively;
dividend yields of 0.0%; volatility factors of the expected market price of the
Company's Common Stock of .462; and a weighted-average expected life of the
option of 4 years.
The Black-Scholes option valuation model was developed for the use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option pricing models require the input of
highly subjective assumptions, including expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option's vesting period. The Company's pro
forma information for the years ended December 31, is as follows (in thousands
except for earnings per share)
1995
1997 1996 (unaudited)
---------------------------------
Pro forma net loss $(15,761) $(10,589) $(19,629)
Pro forma earnings per share
Basic $ (.61) $ (.50) $ (1.03)
Diluted $ (.61) $ (.50) $ (1.03)
A summary of the Company's stock option activity, and related information for
the years ended December 31 follows:
42
1997 1996 1995
-------------------------------------------------------------------------------
Weighted-Average Weighted-Average Weighted-Average
(In thousands) Options Exercise Price Options Exercise Price Options Exercise Price
- -------------------------------------------------------------------------------------------------------------------------
Outstanding-beginning of year 1,342 $1.35 1,063 $3.45 300 $4.25
Granted 85 1.00 971 1.10 763 3.14
Exercised - - - - - -
Forfeited 337 1.47 692 4.23 - -
-------------------------------------------------------------------------------
Outstanding-end of year 1,090 1.28 1,342 1.35 1,063 3.45
===============================================================================
Exercisable at end of year 1,027 1.30 521 1.62 400 3.69
Weighted-average fair value of
options granted during year $0.09 $ 0.31 $ 0.55
Exercise prices for options outstanding as of December 31, 1997 ranged from
$1.00 to $2.125. The weighted-average remaining contractual life of those
options is 6.5 years.
9. INVESTMENTS
INVESTMENT IN VISTA GOLD CORP.
On August 15, 1994 the Company completed the purchase from M.I.M. (Canada) Inc.
of 12,694,200 common shares of Granges Inc. (subsequently changed to Vista Gold
Corp., hereinafter referred to as "Vista" see below) which represented 37.2% of
the issued and outstanding shares of Vista. The purchase price was C $4.00 per
share (U.S. $2.80), or an aggregate purchase price of C $50.8 million (U.S.
$35.8 million).
Vista is a precious metals mining company the shares of which are traded on the
Toronto Stock Exchange and the American Stock Exchange. Effective May 1, 1995
Vista amalgamated with Hycroft Resources and Development Corporation
("Hycroft"), which operates the Crofoot/Lewis mine located in Nevada. Prior to
the amalgamation, Vista had a 50.5% ownership position in Hycroft. The terms of
the amalgamation called for each common share of Hycroft to be exchanged for
0.88 of a common share of Vista and for each common share of Vista outstanding
prior to the amalgamation, to be exchanged for one common share of Vista. After
the amalgamation, the Company continued to hold 12,694,200 shares of Vista,
representing 27.5% of the outstanding common shares. On May 25, 1995 the
Company purchased 20,700 common shares of Vista which increased the Company's
interest to a total of 12,714,900 common shares.
On October 16, 1996 the Company sold 4,240,324 Vista Common shares at $1.32 per
share resulting in a net loss of $1.5 million. As further described in Note 10,
the Company exchanged its remaining shares in Vista as partial consideration for
the redemption of its Exchangeable Debentures on June 25, 1997.
The Company reported the results of Vista's operations on the equity method from
the acquisition date of August 15, 1994 until September 30, 1996. On October 1,
1996 as a consequence of the sale of the Vista common shares, the Company
changed its method of accounting for the Vista investment to the lower of cost
or market basis.
43
Summarized Statements of Operations and Balance Sheets of Vista are presented
below.
Nine Mo. Ended
September 30, Six Mo. Ended Year Ended
1996 December 31, June 30,
STATEMENT OF OPERATIONS (unaudited) 1995 1995
(U.S. GAAP, U.S. Dollars, in thousands) (unaudited) (unaudited)
- --------------------------------------------------------------------------------------
Sales $26,062 $19,459 $42,833
Cost of sales 21,851 16,544 34,179
Depreciation, depletion & amortization 8,247 4,446 4,773
--------------------------------------------
Income (loss) from mining operations $(4,036) $(1,531) $ 3,881
============================================
Net loss $(8,482) $(1,303) $(1,405)
============================================
BALANCE SHEET Dec. 31,
(U.S. GAAP, U.S. Dollars, in thousands) 1995
-----------
Current assets $ 27,911
Non-current assets $ 36,305
Current liabilities $ 6,239
Non-current liabilities $ 3,409
Net equity $ 54,568
Under the equity method, the Company recorded a loss of $2,721,000, $1,703,000
and $1,361,000 for the nine months ended September 30, 1996, the six months
ended December 31, 1995 and for the period from August 15, 1994 (date of
acquisition) to June 30, 1995, respectively.
In connection with the May 1, 1995 amalgamation of Vista and Hycroft, the
Company reevaluated its investment in Vista relative to the fair values implied
in the amalgamation and to known reserves at the Crofoot/Lewis mine. As a
result, the Company recorded an $11,419,000 impairment of its investment in
Vista as of June 30, 1995. The impairment reduced the excess cost of the
investment over the net assets attributable to the Company's interest in Vista
from approximately $20.5 million on August 15, 1994 (date of acquisition) to
approximately $9 million at June 30, 1995. The Company amortized the excess cost
of the investment related to producing properties on a unit of production (gold
ounces) basis which is included in the reported loss discussed above.
In September 1995 the Company entered into an exploration joint venture
agreement (the "Agreement") with Vista with respect to approximately 34 square
miles of the Company's Gold Bar claim block. On January 8, 1997 the Company
entered into an agreement with Vista to terminate the Agreement for a total cost
of $450,000.
INVESTMENT IN CORNERSTONE INDUSTRIAL MINERALS CORPORATION
On November 30, 1995 the Company purchased 12.2 million (51%) of the outstanding
common shares of Phoenix Financial Holdings Inc. ("Phoenix") for an aggregate
purchase price of Cdn. $1,781,200 at which time, Atlas assumed control of the
Phoenix Board of Directors. At a meeting of the shareholders on September 3,
1996 the shareholders of Phoenix approved a name change to Cornerstone
Industrial Minerals Corporation ("Cornerstone").
44
On December 13, 1996 the Company and Cornerstone executed an agreement (the
"Purchase Agreement") providing for the purchase by Cornerstone of all the
issued and outstanding shares of Atlas Perlite, Inc., the Company's wholly owned
subsidiary, the major asset of which is the Tucker Hill perlite project. The
Purchase Agreement calls for payment to the Company of $1 million in cash,
9,647,986 Cornerstone common shares, the reimbursement of the Company's Tucker
Hill development costs of $2,945,282 and the retention by the Company of a
royalty equivalent of 2% of the gross proceeds generated from the sale of
minerals from Tucker Hill. The purchase price is payable in three stages as
follows: $125,000 and 1,205,998 shares due at closing, $500,000 and 4,823,993
shares of common stock upon obtaining all operating permits and $375,000 and
3,077,994 shares of common stock related to the Company assisting Cornerstone in
meeting three other milestones which include obtaining base load perlite
contracts for a specified amount of revenues per year, obtaining permanent
project financing and achieving commercial production. As of December 31, 1997,
the Company has met the first two of these stages resulting in the Company
increasing its ownership percentage to 61%. Upon completion of the transaction,
the Company will have a 65 % equity position in Cornerstone.
During 1997 the construction of a mill process facility was completed, and
perlite production commenced in August 1997. In December 1997, after concluding
that the mill as currently configured is not able to sustain profitable
operations, the Company made the decision to sell its interest in Cornerstone.
As a result of this decision, the Company's investment in Cornerstone has been
classified as an asset held for sale in the accompanying consolidated balance
sheet at December 31, 1997. The Company's loss for the period related to
Cornerstone of $2,938,000, has been included in loss on assets held for sale in
the accompanying consolidated statements of operations. This amount includes an
impairment of the mill by Cornerstone of $1,331,000 and an additional charge by
Atlas of $1,115,000 to adjust the asset to its estimated net realizable value.
All prior periods have been restated to conform to the current year
presentation.
INVESTMENT IN ARISUR INC.
On October 8, 1996 the Company acquired Arisur Inc., a Grand Cayman corporation
("Arisur") which owns and operates the Andacaba and the Don Francisco lead, zinc
and silver mines located in southern Bolivia, South America. The Company
acquired a 50% interest in Arisur from Arimetco International Inc., a Canadian
corporation for $3 million in cash and purchased 100% of Suramco for 4 million
shares (valued at $3,250,000) of the Company's common stock. Suramco owned the
remaining 50% interest in Arisur. During 1997, Suramco's 50% interest in Arisur
was transferred to the Company resulting in 100% direct ownership by Atlas at
December 31, 1997.
The acquisition was accounted for as a purchase under generally accepted
accounting principles. Costs of acquisition in excess of Arisur's book value
have been allocated to the mine and mill equipment, the known reserves of Arisur
and the future exploration potential. The amortization of these costs will be
over the estimated lives of the respective assets, and on the units of
production method for the known reserves. Exploration potential will be
amortized as reserves are delineated. The functional currency of Arisur is the
U.S. dollar.
45
The following are pro forma results of operations as though Arisur had been
acquired as of January 1, 1996 and as of January 1, 1995.
1996 1995
(unaudited) (unaudited)
------------------------
Mining revenues $ 3,469 $ 4,030
Production costs (2,919) (2,983)
Depreciation, depletion & amortization (1,259) (1,394)
Other costs (10,198) (19,044)
-----------------------
Net loss $(10,907) $(19,391)
=======================
Earnings per share $ (0.45) $ (0.85)
=======================
The results of operations of Arisur (from the date of acquisition to December
31, 1997) are consolidated into the Company's financial statements using the
principles of consolidation discussed in Note 1.
10. CURRENT AND LONG-TERM DEBT
LONG-TERM DEBT (IN THOUSANDS)
December 31,
----------------------
1997 1996
----------------------
Redeemable Convertible Debenture, due
September 20, 1998, bearing
interest at 9% /(1)/ $ - $ 3,500
Exchangeable Debentures, due
October 25, 2000 bearing - 9,810
interest at 7% /(2)/
Corporacion Andina de Fomenta /(3)/ 1,917 -
----------------------
Total long-term debt $ 1,917 $13,310
======================
/(1)/ The Convertible Debenture is convertible as to principal at the option of
the holder into shares of the Company's Common Stock at the rate of $4.00 per
share. Interest on the Convertible Debenture is also payable either in cash or
in Common Stock at the rate of $4.00 per share.
/(2)/ The Exchangeable Debentures were exchangeable, at the Debenture holder's
option, into common shares of Vista Gold Corp. ("Vista Shares") at the rate of
42.5 Vista Shares for each $100 of principal amount of Exchangeable Debentures
surrendered.
/(3)/ The loan from Corporacion Andina de Fomenta is repayable in six equal
semi-annual principal installments plus outstanding interest beginning in
November 1998. The loan bears interest at the six month LIBOR rate plus 4.5%
(10.4% at December 31, 1997). Outstanding amounts are collateralized by certain
property, plant and equipment of the Company with a carrying value of
approximately $700,000.
On June 25, 1997 the Company completed a repurchase of the Exchangeable
Debentures from the Debenture holders for 8,313,065 Vista shares and 1,500,928
new issue Atlas Common Shares. As a result of the transaction, the Company
recorded in the accompanying consolidated statement of operations a loss on
repurchase of Debentures of $6,589,000 and a related extraordinary gain from the
sale of the Vista shares of $1,170,000 for a combined net loss on the
transaction of $5,419,000.
46
SHORT-TERM DEBT (IN THOUSANDS)
December 31,
--------------------
1997 1996
--------------------
Redeemable Convertible Debenture, due
September 20, 1998, bearing $3,500 $ -
interest at 9% /(1)/
BHN Multibanca S.A. /(2)/ - 606
BHN Multibanca S.A. /(3)/ 133
Advances on sales of concentrates /(4)/ 968 523
Short term loan /(5)/ 300 500
Corporacion Andina de Fomenta /(1)/ 383 -
Note payable - Newmont /(6)/ 500 500
Other 233 -
--------------------
Total short-term debt $6,017 $2,129
====================
/(1)/ See description under long-term debt above.
/(2)/ The original note, entered into in June 1995 was for $2.3 million, bears
interest at 12% per annum, and is payable in varying monthly installments of
principal and interest of approximately $100,000. The balance was paid on June
30, 1997.
/(3)/ The note bears interest at 13% and is payable in monthly installments of
$16,667 plus interest.
/(4)/ Under the terms of its agreement with Glencore International AG for the
sale of zinc/silver and lead/silver concentrates, the Company may take advances
of up to 80% of the estimated value of the concentrates available for shipment
via rail from the Company's warehouse in Potosi, Bolivia, and an additional 10%
of this amount may be advanced once the concentrate is ready for shipment from
port in Chile. Interest is payable on the advances at the "New York" prime
rate plus 1.5% (10.0% at December 31, 1997).
/(5)/ In June 1996 Arisur entered into an additional agreement with Glencore for
a prepayment to be applied against future production in the amount of $500,000.
Interest is payable on the outstanding balance at the three month LIBOR rate
plus 1% (6.9% at December 31, 1997).
/(6)/ The Note bears interest at 10.5% and is due on September 18, 1998.
11. DETAILS OF CERTAIN BALANCE SHEET CAPTIONS
A summary of restricted cash and securities is as follows:
December 31,
------------------
(In thousands) 1997 1996
- ---------------------------------------------------------------
Collateral for a $5,426,000 letter of
credit (a) (c) $5,431 $5,480
Collateral for a $1,500,000
reclamation bond (b) 777 774
--------------------
$6,208 $6,254
====================
/(a)/ Securing $6,500,000 performance bonds related to the Company's uranium
reclamation obligation.
/(b)/ Securing $1,500,000 performance bonds related to the Company's Gold Bar
reclamation obligation.
/(c)/ Securing $1,901,000 performance bonds related primarily to the Company's
Gold Bar reclamation obligation.
A summary of other assets is as follows:
47
December 31,
----------------------
(In thousands) 1997 1996
- ----------------------------------------------------------------
Debt issuance costs $ - $ 1,027
Other 175 86
----------------------
$ 175 $ 1,113
======================
A summary of other accrued liabilities
is as follows:
December 31,
----------------------
(In thousands) 1997 1996
----------------------
Accrued compensation and benefits $ 409 $ 485
Mine reclamation accrual 200 300
Accrued asbestos reclamation costs
(Notes 13 and 14) 300 126
Other 1,280 1,158
----------------------
$ 2,189 $ 2,069
======================
A summary of other liabilities,
long-term is as follows:
December 31,
----------------------
(In thousands) 1997 1996
----------------------
Long-term uranium reclamation costs
(Notes 13 and 14) $ 21,135 $16,698
Pension and deferred compensation
obligations 1,138 1,243
Mine reclamation accrual 3,064 3,018
Accrued post retirement benefit
obligation (Note 16) 534 1,262
Other 2,032 1,277
----------------------
$ 27,903 $23,498
======================
48
12. DETAILS OF CERTAIN STATEMENTS OF CASH FLOW CAPTIONS
The components of the adjustment to reconcile loss to net cash used in
operations as reflected in the Consolidated Statements of Cash Flows are as
follows:
Six
Year Ended Months Year
December 31, Ended Ended
------------------ Dec. 31, June 30,
(In thousands) 1997 1996 1995 1995
- ----------------------------------------------------------------------------------------
Depreciation, depletion
and amortization $ 808 $ 370 $ 14 $ 395
Equity loss in Vista Gold
Corp. - 2,721 1,703 1,361
Loss from assets held for
sale 2,938 272 25 -
Forfeiture of deposit on
stock purchase agreement - - - 525
Write-down on investment
in Vista Gold Corp. - - - 11,419
Loss on sale of Vista
shares 57 1,439 - -
Loss on repurchase of
Debentures 6,589 - - -
Extraordinary gain 1,170 - - -
Impairment of mineral
property 1,256 - - -
Gain on curtailment of
retirement plan (655) - - -
Gain on sale of Dakota
shares - (1,333) - -
Gain on joint venture
agreement (437) - - -
Other adjustments - 161 102 498
-----------------------------------------------------------
$ 9,386 $ 3,630 $ 1,844 $ 14,198
===========================================================
The components of net changes in operating assets and liabilities are as follows:
Decrease (increase) in
trade/other accounts $ (344) $ 206 $ (114) $ (36)
receivable
Decrease (increase) in
inventories (117) (263) - 843
Decrease (increase) in
prepaid expense and other
current assets 158 (84) 273 (69)
Decrease (increase) in
other assets and
restricted cash and
securities 178 (1,003) 451 2,419
Increase (decrease) in
trade accounts payable 766 (246) 898 (1,554)
Increase (decrease) in
other accrued liabilities 423 (571) (108) (1,784)
Increase (decrease) in
other liabilities,
long-term 744 (49) (287) 65
-----------------------------------------------------------
$ 1,808 $ (2,010) $ 1,113 $ (116)
===========================================================
Net cash required for
operating activities
reflects cash payments
for interest and income
taxes as follows:
Six
Year Ended Months Year
December 31, Ended Ended
----------------------- Dec. 31, June 30,
(In thousands) 1997 1996 1995 1995
- ----------------------------------------------------------------------------------------
Interest (net of amount
capitalized) $ 939 $ 793 $ 20 $ 99
Income taxes - - - -
49
13. DISCONTINUED OPERATIONS
During 1997, as a result of continuing delays in the regulatory approval process
and due to an anticipated increase in the scope of the final reclamation plan
expected to be approved by the NRC in 1998 (Note 14), the Company recorded a
charge of $3,000,000 representing an increase to its uranium reclamation
liability. In addition the Company recorded a charge of $217,000 related to
the clean up at its former asbestos mine located near Coalinga, California (Note
14) and also recorded a gain of $349,000 related to coinsurance experience
primarily related to the operations of the Company's Atlas Building Systems
Division, which was sold in 1989.
During fiscal year 1995 the Company recognized income of $621,000 from
discontinued operations, including a gain of $846,000 recorded upon the
receipt of a payment from the Department of Energy under Title X of the Energy
Policy Act (Note 14) in connection with the reclamation of the Company's uranium
mine and mill site in Moab, Utah. The gain was partially offset by a loss of
$225,000 due to cost overruns at the Company's Coalinga, California asbestos
mine and mill reclamation project (Note 14).
The items above are included in the consolidated statements of operations under
the heading "Income from discontinued operations". The following table
summarizes the operating income (loss) of the discontinued businesses:
Asbestos Uranium
Mining & Reclamation Service
Period ended (In thousands) Milling Costs & Other Total
- -------------------------------------------------------------------------------
December 31, 1997 $ (217) $ (3,000) $ 349 $(2,868)
December 31, 1996 $ - $ - $ - $ -
December 31, 1995 $ - $ - $ - $ -
June 30, 1995 $ (225) $ - $ 846 $ 621
14. COMMITMENTS AND CONTINGENCIES
URANIUM MILL SITE, MOAB UTAH
The Company is obligated to decommission and reclaim its uranium mill site
located near Moab, Utah. The Company discontinued its uranium operations and
permanently shut down its uranium mill and mines in 1987, and estimated shut
down expenses and reclamation costs were accrued. Title X of "The Comprehensive
National Energy Policy Act" ("Title X"), enacted in October 1992, provides for
the reimbursement of past and future reclamation expenses related to uranium
sites operated under Atomic Energy Commission contracts. The Company's uranium
reclamation costs are reduced by this Government cost sharing program since 56%
of its tailings were generated under government contracts. The total estimated
reclamation liability ($21,935,000) and current and future Title X receivables
($15,865,000) are shown separately in the accompanying 1997 consolidated balance
sheets leaving a net liability to the Company of $6,070,000.
50
The Company has submitted four claims to the Department of Energy ("DOE") under
Title X for reclamation costs incurred from the fiscal year ended June 30, 1980
through March 31, 1997. As of December 31, 1997, the status of the four claims
is as follows:
Anticipated Actual Anticipated
Gross Claim Gross Amount Reimbursement Reimbursement Balance
Claim Date Amount Approved Receivable Payments Due
- ------------------------------------------------------------------------------------------------------------------------------------
July 7, 1994 $4,999,000 $ 4,510,000 $2,530,000 $2,133,000 $ 397,000
June 16, 1995 3,638,000 2,591,000 1,454,000 1,115,000 339,000
May 1, 1996 3,998,000 2,987,000/1/ 1,676,000 719,000 957,000
May 1, 1997 2,054,000 -- /2/ 1,152,000 309,000 843,000
- ------------------------------------------------------------------------------------------------------------------------------------
Totals $6,812,000 $4,276,000 $2,536,000
====================================================================================================================================
/1/ Preliminary approval as of 12/31/97.
/2/ Pending.
In addition to the above amounts, the Company includes in the Title X receivable
in the consolidated balance sheet an amount equal to 56% of its future estimated
reclamation costs. Timing of the remaining payments for approved reimbursements
is a function of Congressional appropriation of Title X funding.
ASBESTOS MINE SITE, COALINGA, CALIFORNIA
During fiscal year 1988, the United States Environmental Protection Agency
("EPA") notified the Company that it was one of several potentially responsible
parties for cleanup costs at the Company's former asbestos mine and mill site
near Coalinga, California and in the City of Coalinga. A prolonged period of
inquiry and administrative process concerning this matter followed.
In fiscal years 1997, 1995, 1993 and 1991, the Company established a reserve
and recorded as an expense, $217,000, $225,000, $600,000 and $3,000,000,
respectively, to cover the Company's share of cleanup costs and EPA
administrative costs. In fiscal year 1992 the Company began legal action
against thirteen insurance carriers which had issued insurance policies with
respect to the site. During fiscal year 1994 the Company reached settlement
with a number of the carriers and recorded a gain from discontinued operations
of $2,175,000. All claims with remaining carriers were settled in fiscal year
1995. The remedial action plan commenced October 1994 and was completed in
1996. The Company received EPA's "Approval of Construction Completion" on
November 14, 1996.
LEGAL PROCEEDINGS
On June 20, 1997 the Company was served with a Complaint in the matter of Curt
Goldschmidt and Ana Maria Goldschmidt vs. Atlas Corporation; Suramco Metals,
Inc.; Arisur Inc.; and Harold R. Shipes and Eileen A. Shipes in the Superior
Court of the State of Arizona. In December 1994 Suramco Metals, Inc. and Arisur
Inc. purchased all of the shares and assets of Cia Minera Andacaba S.A., which
held a mining company in La Paz, Bolivia. Subsequent to the purchase, Atlas
acquired both Suramco Metals, Inc. and Arisur Inc. Curt and Ana Maria
Goldschmidt, the former owners of Cia Minera Andacaba S.A., claim that the
compensation for the mining property under the purchase agreement was not paid
in full and they are seeking damages in the amount of $800,000. Subsequent to
the Arizona Complaint, in LaPaz Bolivia, Goldschmidt initiated action to seek
satisfaction of the purported damages. It is possible that Goldschmidt may
succeed to effect a provisional registration (similar to a lien), requiring
satisfaction of the claim prior to a sale or transfer by Arisur Inc. of the
Bolivian assets. The Company has denied the Plaintiff's claims in the U.S. and
Bolivia and is currently investigating the claims set forth in the Complaint, as
well as any claims the Company may have against third parties for
indemnification (see
51
below). It is premature at this time to fully analyze the Company's potential
liability, if any. However, the Company currently intends to vigorously defend
the case.
On September 19, 1997 the Company filed a Complaint for breach of contract and
for indemnity against H. Roy Shipes, et. al. ("the Defendants"). The Company
claims that the Defendants are duty bound to defend and indemnify the Company as
a result of the Goldschmidt claims against the Company (see above). The duty
arose out of a contract by the Defendants to sell the Andacaba Mine to the
Company. Atlas intends to vigorously pursue this claim.
On October 1, 1997 the Defendants filed a claim against the Company. The
Complaint seeks damages for alleged misrepresentations in connection with the
purchase of 50% of Arisur from the Defendants. The Company has denied the
Defendant's claims and is currently investigating the claims set forth in the
Complaint. Though it is too early in the litigation to fully assess the
Company's liability, it is management's belief that this claim will not have a
material impact on the Company.
Wyant Machinery, Inc. ("Wyant") served Cornerstone with a lawsuit on September
9, 1997. Wyant is claiming $312,835 on a breach of contract claim and is
foreclosing on a construction lien against Cornerstone's Perlite Plant in
Lakeview, Oregon and placer mining claims in the vicinity of Lake County,
Oregon. Though it is too early in the litigation to conduct a complete analysis
as to Cornerstone's liability, the Company currently intends to vigorously
defend the case and does not believe that it will have a material impact on the
Company's financial position. In March 1998, Cornerstone filed a counterclaim
against Wyant for damages well in excess of the claim made by Wyant.
On January 30, 1998 a complaint was served on the Company in the matter of
Zonnie Marie Dandy Richards, the estate of Harold J. Richards, Sr. v. Texas
Zinc, Vanadium Corporation of America, Atlas Corporation, and all affiliates
joint venturers and assignees thereof, in the District Court of the Navajo
Nation, Kayenta District Court. The Plaintiff alleges wrongful death of her
husband as a result of his exposure to uranium and other heavy metals at a
uranium mill site purportedly owned and operated by the Company. The Company has
not filed a response and investigation is ongoing. The Plaintiff has not
provided a specific damages claim, and it is too early in the case to assess the
Company's exposure. The Company intends to vigorously defend the case.
OTHER COMMITMENTS
Minimum future rental commitments under the Company's non-cancelable operating
leases having a remaining term in excess of one year at December 31, 1997 are as
follows:
Year ended December 31, (In thousands)
- -------------------------------------------------
1998 $ 89
1999 89
2000 89
2001 -
Later years -
-------
Total minimum payments required $ 267
=======
Amounts charged to rent expense in the years ended December 31, 1997 and 1996,
the six months ended December 31, 1995 and the fiscal year ended June 30, 1995
were $213,000, $201,000, $81,200, $550,000, respectively.
15. EMPLOYEE RETIREMENT PLANS
The Company has a trusteed and insured retirement plan (the "Plan") covering
substantially all salaried employees. The Plan provides pension benefits that
are based on final average compensation minus certain adjustments for primary
social security benefits. The Company's funding policy for the Plan is to make
at least the minimum annual contributions required by applicable government
regulations. Plan assets are invested primarily in equity securities, corporate
and government bonds and money market funds.
52
Year Ended Six Months Ended Year Ended
December 31, Dec. 31, June 30,
----------------------
(In thousands) 1997 1996 1995 1995
- -------------------------------------------------------------------------------------------------
Service costs-benefits earned during
the year $ 9 $ 71 $ 27 $ 83
Interest cost on projected benefit
obligation 433 451 242 432
Actual return on Plan assets (1,043) (700) (290) (218)
Net amortization and deferral 644 318 80 (223)
-------------------------------------------------------
Net periodic pension cost for
the year $ 43 $ 140 $ 59 $ 74
=======================================================
53
The following table sets forth the funded status of the Plan and amounts
recognized in the Company's financial statements at December 31, 1997 and 1996.
December 31,
-----------------------
(In thousands) 1997 1996
- ------------------------------------------------------------------
Accumulated benefit obligation based on
salaries to date including vested
benefit obligation of $5,895,000 and
$6,296,000 for December 31, 1997 and
December 31, 1996, respectively $ (5,917) $ (6,342)
Additional benefit obligation based on
estimated future salary levels - (163)
------------------------
Projected benefit obligation (5,917) (6,505)
Fair value of Plan assets 5,190 5,122
------------------------
Funded status (727) (1,383)
Unrecognized net transition obligation - 38
Unrecognized net loss (gain) 327 945
------------------------
Accrued pension cost $ (400) $ (400)
========================
Assumed discount rate 7.25% 7.25%
Assumed rate of increase in future
compensation 5.0% 5.0%
Effective March 1, 1997, the Company elected to freeze future benefit accruals
under the Plan. Past benefits earned will not be affected by this freeze.
The Company has an Investment and Savings Plan to assist eligible employees in
providing for retirement or other future financial needs. Employee contributions
(up to 10% of their earnings) are matched in Company stock by the Company at a
rate of 100% up to a maximum of 6% of the employee's earnings. In addition, the
Company provides a 4% contribution for all eligible employees compensated on an
hourly scale. The Company's contributions to this Plan in the years ended
December 31, 1997 and 1996, the six months ended December 31, 1995 and the
fiscal year ended June 30, 1995 were $ 35,000, $69,000, $34,000 and $91,000,
respectively.
16. OTHER POST RETIREMENT BENEFIT PLANS
In addition to the Company's defined benefit pension plan the Company has a
defined benefit post retirement plan (the "Retirement Plan") covering most
salaried employees. The Retirement Plan provides medical and life insurance
benefits to retirees of the Company that meet certain qualifying criteria. The
Retirement Plan is contributory, with retiree contributions adjusted annually,
and contain other cost-sharing features such as deductibles and coinsurance. The
accounting for the health care plans anticipates future cost-sharing changes to
the written plan that are consistent with the Company's expressed intent to
increase the retiree contribution rate annually for the expected general
inflation rate for that year. The Company's policy is to fund the cost of the
post retirement health care benefits in amounts determined at the discretion of
management and to make annual contributions to the life insurance plan in level
amounts over the plan participant's expected service period. Effective December
15, 1997 the Company terminated the life insurance plan for all participants and
also terminated the medical plan for all current employees, except for three
individuals who were grandfathered. Retirees currently receiving medical
benefits will continue under the Retirement Plan. The change resulted in a
curtailment gain of $655,500 which has been recognized as income in the
accompanying consolidated statement of operations for the year ended December
31, 1997.
54
The following table shows the Retirement Plan's combined funded status
reconciled with the amounts recognized in the Company's financial statements:
Year Ended
December 31,
--------------------------
(In thousands) 1997 /(1)/ 1996
- ----------------------------------------------------------------------------------------------
Accumulated post retirement benefit obligations:
Retirees $ (131) $ (690)
Fully eligible active Plan participants (44) (45)
Other active participants (54) (114)
---------------------------
Accrued post retirement benefit cost (229) (849)
Unrecognized prior service cost (17) (109)
Unrecognized net gain (256) (242)
---------------------------
Accrued post retirement benefit cost $ (502) $(1,200)
===========================
/(1)/ Reduced for curtailment gain
noted above.
Six
Year Ended Months Year
December 31, Ended Ended
-------------------- Dec. 31, June 30,
(In thousands) 1997 1996 1995 1995
- -----------------------------------------------------------------------------------------------
Components of net periodic post
retirement benefit cost:
Service cost $ 12 $ 22 $ 11 $ 49
Interest cost 55 61 31 75
Net amortization and deferral (34) (32) (16) (22)
Net periodic post retirement
-----------------------------------------------------
benefit cost $ 33 $ 51 $ 26 $ 102
=====================================================
The weighted-average annual assumed rate of increase in per capita cost of
covered benefits (i.e. health care cost trend rate) for the Retirement Plan is
9% for fiscal year 1998 and is assumed to decrease gradually to 5% in 2002 and
remain at that level thereafter.
The health care cost trend rate assumption has a significant effect on the
amounts reported. For example, increasing the assumed health care cost trend
rates by one percentage point in each year would increase the accumulated post
retirement benefit obligation for the medical plans as of December 31, 1997,
1996, and 1995 and June 30, 1995 by $24,000, $29,000, $32,000 and $32,000
respectively, and the aggregate of the service cost and interest cost components
of net periodic post retirement benefit cost for December 31, 1997 by $12,000.
The weighted-average discount rate used in determining the accumulated post
retirement benefit obligation was 7.25%, 7.25%, 7.25% and 7.5% at December 31,
1997, December 31, 1996, December 31, 1995 and June 30, 1995, respectively.
17. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Year Ended Six Months
December 31, Ended Year Ended
-------------------- December 31, June 30,
1997 1996 1995 1995
--------------------------------------------------
Numerator:
Loss from continuing
operations $ (13,921) $ (10,385) $ (4,266) $ (20,397)
--------------------------------------------------
Denominator
Weighted average shares
outstanding 25,811 21,015 19,148 16,549
--------------------------------------------------
Basic and diluted earnings
per share $ (0.54) $ (0.49) $ (0.22) $ (1.23)
===================================================
As described in Note 7, the Company has 875,000 Common shares reserved for its
convertible debenture and 6,577,566 shares reserved for option warrants
exercisable at prices ranging from $7.00 to $15.625 per share. The Company also
has 1,090,300 employee stock options outstanding at December 31, 1997
convertible into the Company's Common Stock (Note 8). These securities have not
been included in the computation of diluted earnings per share because the
exercise prices were greater than the average market price of the common shares
and, therefore, the effect would be antidilutive.
55
18. INCOME TAXES
The Company's provision for income tax from continuing operations consists of
the following:
Six
Year Ended Months Year
December 31, Ended Ended
------------------ Dec. 31, June 30,
(In thousands) 1997 1996 1995 1995
- -----------------------------------------------------------------------------------
Deferred $ - $ - $ - $ -
Current - - - -
---------------------------------------------------
Income tax expense (benefit) $ - $ - $ - $ -
===================================================
Deferred income taxes result from temporary differences in the timing of income
and expenses for financial and income tax reporting purposes. The primary
components of deferred income taxes result from exploration and development
costs; depreciation, depletion and amortization expenses; impairments; and
reclamation accruals.
The net deferred tax balances in the accompanying December 31, 1997 and 1996
balance sheets include the following components:
December 31,
--------------------
(In thousands) 1997 1996
- --------------------------------------------------------------
Deferred tax assets:
Net operating loss ("NOL")
carryovers $ 7,616 $ 5,577
Capital loss ("CL") carryovers 1,738 -
Impairment of mineral properties 12,799 12,359
Reclamation accruals 2,484 1,303
Post retirement benefit accrual 250 477
Impairment of investment in
Vista - 2,638
Equity in unconsolidated
subsidiary 1,700 1,367
--------------------
Total deferred tax assets 26,587 23,721
Deferred tax asset valuation allowance (21,446) (20,745)
--------------------
Net deferred tax assets 5,141 2,976
--------------------
Deferred tax liabilities:
Depreciation, depletion and
amortization 4,848 3,789
Deferred revenue 293 -
Unrealized gain on investment
of equity securities - (813)
-------------------
Total deferred tax liabilities 5,141 2,976
-------------------
Net deferred tax balances $ - $ -
===================
56
The change in the Company's valuation allowance is summarized as follows:
Six
Year Ended Months Year
December 31, Ended Ended
------------------- Dec. 31, June 30,
(In thousands) 1997 1996 1995 1995
- ----------------------------------------------------------------------------------------------------
Valuation allowance, beginning of period $ 20,745 $ 52,031 $ 51,664 $ 45,020
Continuing operations 4,872 3,730 1,502 7,139
Discontinued operations 1,004 - - (217)
Extraordinary gain (410) - - -
Restriction of carryforwards (5,182) (34,950) - -
Other 417 (66) (1,135) (278)
----------------------------------------------------------
$ 21,446 $ 20,745 $ 52,031 $ 51,664
==========================================================
A reconciliation of expected federal income taxes on income from continuing
operations at statutory rates with the expense/(benefit) for income taxes is as
follows:
Six
Year Ended Months Year
December 31, Ended Ended
------------------- Dec. 31, June 30,
(In thousands) 1997 1996 1995 1995
- -----------------------------------------------------------------------------------------------------
Income tax at statutory rates $ (4,872) $ (3,730) $ (1,502) $ (7,139)
Increase in deferred tax asset
valuation allowance 4,872 3,730 1,502 7,139
-----------------------------------------------------------
Income tax expense $ - $ - $ - $ -
===========================================================
At December 31, 1997 the Company has unused U.S. NOL carryovers of $115,980,000
which commence expiring in 1998, CL carryovers of $22,233,000 which commence
expiring in 2001 and investment tax credit (ITC) carryovers of $192,000 which
commence expiring in 1998. The Company also has alternative minimum tax credit
(AMT) carryovers of $127,000 which can be carried forward indefinitely and
Bolivian NOL carryovers of $2,644,000 which commence expiring in 1998. These
carryovers are subject to restriction due to a change of ownership, as defined
by U.S. tax laws, occurring on October 8, 1996 when the Company issued stock for
the acquisition of Arisur (Note 9). Due to the change of ownership, utilization
of the Company's NOL, ITC CL and AMT credit carryovers existing as of October 8,
1996 is limited to offset approximately $931,000 of taxable income per year. At
December 31, 1997 the Company has unrestricted U.S. NOL and CL carryovers of
$6,461,000 and $4,967,000, respectively, which are available to offset future
taxable income.
57
19. GEOGRAPHIC SEGMENTS
Financial information regarding geographic segments is set out below:
Six
Year Ended Months
December 31, Ended Year
----------------------- Dec. 31, June 30,
(In thousands) 1997 1996 1995 1995
- --------------------------------------------------------------------------------------------------
Revenue
United States $ - $ - $ - $ 2,328
Bolivia 3,935 578 - -
Loss before income taxes
United States (13,257) (10,117) (4,266) (20,397)
Bolivia (664) (268) - -
Provision for Income tax - - - -
--------------------------------------------------------
Loss from continuing operations (13,921) (10,385) (4,266) (20,397)
Income (loss) from discontinued
operations (2,868) - - 621
--------------------------------------------------------
Loss before extraordinary gain (16,789) (10,385) (4,266) (19,776)
Extraordinary gain 1,170 - - -
--------------------------------------------------------
Net Loss $(15,619) $(10,385) $(4,266) $(19,776)
========================================================
Dec. 31, Dec. 31,
Balance Sheet 1997 1996
- --------------------------------------------------------------------------------
Assets:
United States $ 30,342 $ 45,308
Bolivia 11,974 10,713
-------- --------
$ 42,316 $ 56,021
======== ========
20. DIFFERENCES BETWEEN U.S. AND CANADIAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (GAAP)
The Company prepares its consolidated financial statements in accordance with
accounting principles generally accepted in the United States. These differ in
some respects from those in Canada, as described below.
In accordance with U.S. GAAP, equity securities available for sale are recorded
at fair value with unrealized gains and losses reported as a separate component
of stockholders' equity. Accordingly, unrealized gains and losses in investments
in marketable equitable securities at December 31, 1997 and 1996 have been
recorded as a component of stockholders' equity. Under Canadian GAAP, such
investments would be recorded at the lower of cost or market. Therefore, in
conformity with Canadian GAAP, the investments in marketable equity securities
and total stockholders' equity would approximate $0, $531,000, and $13,864,000
and $14,694,000 at December 31, 1997 and December 31, 1996, respectively.
58
21. PRIVATE PLACEMENTS
The Company conducted a private placement of 9,090,909 Units of Atlas securities
during the summer of 1994 for a purchase price of $5.50 per Unit, each Unit
consisting of one share of the Company's Common Stock and one-half of a warrant
(exercisable for five years) to purchase a share of the Company's Common Stock
at an exercise price of $7.00 per share in order to finance the acquisition of
12,694,200 common shares of Vista (Note 9) and 1,500,000 Common Shares and
3,100,000 Preferred Shares of Dakota Mining Corporation ("Dakota Shares"). The
first portion of such private placement, consisting of the sale of 6,486,809
Units for an aggregate purchase price of $35,677,450, was completed on August
15, 1994 and the proceeds thereof were applied primarily to the cost of the
Vista shares.
On October 29, 1994 the Company determined not to proceed with acquisition of
the Dakota shares (see Note 4). The second portion of the private placement,
the sale of an additional 2,604,100 Units for an aggregate purchase price of
$14,322,550, was completed on December 15, 1994 following the shareholder
approval of an increase in the authorized share capital of the Company. Upon
closing the second portion of the private placement, the Company used a portion
of the proceeds to repay the balance of $800,000 due on a short-term secured
loan.
Of the Units sold in the private placement, Mackenzie Financial Corporation
("Mackenzie Financial") acquired 1,820,000 Units, consisting of 1,820,000 shares
of Common Stock and 910,000 warrants to purchase shares of Common Stock, and
M.I.M. Holdings Limited ("M.I.M.") acquired 2,000,000 Units, consisting of
2,000,000 shares of Common Stock and 1,000,000 warrants to purchase shares of
Common Stock.
On January 18, 1994 the Company sold for $7,500,000 in gross proceeds, 1,500,000
shares of Common Stock for $5.00 per share in a private placement. The shares
were placed outside the United States with a number of gold funds in Canada and
European institutional investors.
59
REPORT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND STOCKHOLDERS OF ATLAS CORPORATION
We have audited the accompanying consolidated balance sheets of Atlas
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 1997 and 1996, the six months ended
December 31, 1995, and the year ended June 30, 1995. Our audits also included
the financial statement schedule listed in the Index at Item 14(a). These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits. We did not audit the financial
statements of Arisur Inc. a wholly owned subsidiary, which statements reflect
total assets of $11,974,000 and $7,523,000 as of December 31, 1997 and 1996,
respectively and total revenues of $3,935,000 and $578,000, for the years then
ended. Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to data included for
Arisur, Inc., is based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Atlas Corporation and subsidiaries at
December 31, 1997 and 1996, and the consolidated results of their operations and
their cash flows for the years ended December 31, 1997 and 1996, the six months
ended December 31, 1995, and the year ended June 30, 1995, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
The accompanying consolidated financial statements have been prepared assuming
that Atlas Corporation will continue as a going concern. As more fully
described in Note 1, the Company has incurred recurring operating losses and has
a working capital deficiency. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters, which include short-term financing and the sale of
certain assets are also described in Note 1. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amount and classification of
liabilities that may result from the outcome of this uncertainty.
/s/ Ernst & Young LLP
- ---------------------
Denver, Colorado
March 20, 1998
60
INDEPENDENT AUDITOR'S OPINION
To: Legal Representative in Bolivia of
ARUSIR INC. (BOLIVIAN BRANCH)
La Paz
1. We have examined the consolidated balance sheet of Arisur Inc. (Bolivian
Branch) as of December 31, 1997 and the accompanying statements of profit
and loss, accumulated results, and changes in the consolidated financial
situation for the year then ended. These financial statements are the
responsibility of Branch Management. Our responsibility is to express an
opinion on these Financial Statements based on our audit.
We conducted our audit in accordance with international auditing standards.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our examination provides a
reasonable basis for our opinion.
2. In our opinion, the consolidated financial statements mentioned in the first
paragraph, present fairly, in all material respects, the financial and
equity position of Arisur Inc. (Bolivian Branch) as of December 31, 1997,
the results of its operations, accumulated results and changes in financial
position for the year ended on that date in conformity with international
accounting standards.
3. As stated in note 17 to the consolidated financial statements, Arisur Inc.
(Bolivian Branch) and Compania Minera Andacaba S.A. are involved in a penal
law suit. The prosecutor has asked for preventive measures, such as the
temporary suspension of property rights, and the freezing of funds in the
national financial system, which, until the presentation of these financial
statements had not yet been executed by a local judge. In the judgement of
the legal counselor, this matter exposes Arisur Inc. (Bolivian Branch) to a
potential risk in the normal functioning of its operations, with the
possibility of serious consequences in the future.
BERTHIN AMENGUAL & ASOCIADOS
LIC. HUGO BERTHIN AMENGUAL
MAT. PROF. NO. CAUB-482
RUC 2191407
LA PAZ-BOLIVIA
MARCH 9, 1998
60A
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
Not Applicable
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
-----------------------------------------------
DIRECTORS
The Company's directors are divided into three classes and hold office for a
term of three years ending with the annual meeting of stockholders held in the
year ended December 31, 1998 in the case of Class I, in the year ended December
31, 1999 in the case of Class II and in the year ended December 31, 2000 in the
case of Class III. There are currently five directors.
Information Concerning Directors
The following table sets forth certain information concerning each director.
Principal Occupation, Past Five Year's Business
Director Experience
Name Since and Other Directorships Held Age
- ----------------------------------------------------------------------------------------------------------
CLASS I
(Term of Office expires at the Annual Meeting of Stockholders HELD IN THE YEAR ENDED DECEMBER 31, 1998)
Mario Caron 1996 President, Chief Executive Officer and director of 44
Eden Roc Mineral Corp. from February 1997 to the
present. Chief Executive Officer of Atlas
Corporation from September 1996 to January 1997. From
1993 to 1996, President and Chief Executive Officer of
MSV Resources Inc. and from 1987 to 1993 President of
Corpomin Management Inc. Mr. Caron is a Director of
Cornerstone Industrial Minerals Corporation,
owned 61% by the Company. Mr. Caron also is director
of three junior Canadian exploration companies. His
current business address is 1 First Canadian Place,
Suite 2610 , Toronto, Ontario M5X 1E3, Canada.
Christopher J.A. Davie 1997 President, Castle Exploration Incorporated, 52
formerly Vice President, Projects of the Castle
Group, Inc., and prior to that was a consultant to
the mining industry. Mr. Davie's business address
is 717 Seventeenth Street, Suite 1440, Denver, CO
80202.
61
Principal Occupation, Past Five Year's Business
Director Experience
Name Since and Other Directorships Held Age
- ---------------------------------------------------------------------------------------------------------
CLASS II
(Term of office expires at the Annual Meeting of Stockholders HELD IN THE YEAR ENDED DECEMBER 31, 1999)
James H. Dunnett 1995 Principal of Endeavour Financial Corp., a private 48
Canadian company specializing in arranging project
financing, mergers and acquisitions for the mining
industry. Mr. Dunnett's business address is 1111
West Georgia St., Suite 404, Vancouver, BC, Canada
V6E 4M3.
C. Thomas Ogryzlo 1993 President and CEO of Triton Mining 58
Corporation; formerly Chairman of Kilborn
SNC-Lavalin and prior to that was a principal of
Wright Engineers Limited, an engineering firm;
Director of Carib Gold Resources Inc., Franco Nevada,
Timomin Corporation, Vista Gold Corp. and Cornerstone
Industrial Minerals Corporation, in which Atlas
holds a 61% interest. Mr. Ogryzlo's business
address is 1140 W. Pender Street, #1620, Vancouver,
BC V6E 4G1, Canada
CLASS III
(Term of Office expires at the Annual Meeting of Stockholders
HELD IN THE YEAR ENDED DECEMBER 31, 2000)
Douglas R. Cook 1988 President of Cook Ventures, Inc., a geological 72
consulting firm; Director, Pegasus Gold
Corporation, and Archangel Diamond Corp.
Mr. Cook's business address is 2485 Greensboro
Drive, Reno, Nevada 89509.
62
BOARD AND COMMITTEE MEETINGS
The Company has an Audit Committee and a Compensation Committee of which the
Board of Directors appoints all members. The Compensation Committee consists of
Messrs. Ogryzlo, Cook and Davie. The Audit Committee currently consists of
Messrs. Dunnett, Caron and Ogryzlo. The principal functions of the Audit
Committee are to recommend the selection of the Company's auditors, review with
the auditors the scope and anticipated cost of their audit and receive and
consider a report from the auditors concerning their conduct of the audit. The
principal functions of the Compensation Committee are to administer the
Company's 1979 Key Employee Stock Incentive Plan, Long Term Incentive Plan,
Annual Incentive Plan and Retirement Plan for Outside Directors, to recommend
changes in compensation plans and the adoption of new compensation plans and to
recommend compensation for senior officers of the Company. During the year ended
December 31, 1997 the Audit Committee held three meetings and the Compensation
Committee held one meeting.
During the year ended December 31, 1997 the Board met twelve times. Each
incumbent director attended 75% or more of the aggregate of the total number of
Board meetings and meetings of Board committees on which that director served
during the year ended December 31, 1997 with the exception of Mr. Caron.
OFFICER CONTRACTS
Gregg B. Shafter has served as President of the Company since October 7, 1997.
Mr. Shafter has an employment agreement providing for his employment as an
officer of the Company, at a minimum annual salary of $120,000, until the
termination of his employment either by Mr. Shafter or the Company or his normal
retirement in accordance with the Company retirement programs in place at the
time. Mr. Shafter is entitled, upon termination of his employment by the
Company without "Cause", by him with "Good Reason" or either within three months
prior to a change of control or within two years after a "Change of Control" (as
such terms are defined in the employment agreement), to a severance payment
equal to one-twelfth of his annual salary multiplied by the number of full years
of employment by the Company, provided that in no event shall such amount be
less than one-half of his annual salary, amounts accrued but unpaid under this
employment contract and amounts payable under existing employee benefit plans.
Richard E. Blubaugh has served as Vice President of Environmental and
Governmental Affairs since October 1, 1990. Mr. Blubaugh has an employment
agreement providing for his employment as an officer of the Company, at a
minimum annual salary of $100,690, until the termination of his employment
either by Mr. Blubaugh or the Company or his normal retirement in accordance
with the Company's retirement programs in place at the time. Mr. Blubaugh is
entitled, upon termination of his employment by the Company without "Cause", by
him with "Good Reason" or either within three months prior to a change of
control or within two years after a "Change of Control" (as such terms are
defined in the employment agreement), to a severance payment equal to one year's
salary, amounts accrued but unpaid under his employment agreement and amounts
payable under existing employee benefits plans.
63
COMPENSATION OF DIRECTORS
Fees paid to non-employee directors consist of a $1,000 fee for each
Board of Directors meeting attended in person, a $500 fee for each Board of
Directors meeting attended by telephone and a $500 fee for each committee
meeting attended. The Chairman also receives an annual fee of $25,000.
Upon joining the Board, all non-employee directors are awarded a one time
grant of 50,000 options under the Long Term Incentive Plan ("LTIP"), vesting six
months from the grant date, at an exercise price equal to the market price on
the grant date or $1.00 per share, whichever is higher. In addition, the
Chairman is awarded options to purchase 25,000 shares of Atlas Common Stock, as
granted under the LTIP, vesting six months from the grant date at an exercise
price equal to the closing market price on the grant date or $1.00 per share,
whichever is higher.
EXECUTIVE OFFICERS
The information concerning the Company's executive officers required by
this Item is included in Part I, Item 4, under the caption "EXECUTIVE OFFICERS
OF THE COMPANY."
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Under Section 16 of the Exchange Act, the Company's directors and executive
officers and persons holding more than 10% of the Company's Common Stock are
required to report their initial ownership of Common Stock and subsequent
changes to that ownership to the Securities and Exchange Commission by specified
due dates. To the Company's knowledge all of these filing requirements were
satisfied with respect to transactions during the year ended December 31, 1997.
Item II. EXECUTIVE COMPENSATION
The following table sets forth all compensation paid by the Company, for
the years ended December 31, 1997 and 1996, the six months ended December 31,
1995 and for the fiscal year ended June 30, 1995, to Messrs. Gregg B. Shafter
and Richard E. Blubaugh. Except for Mr. Blubaugh, no person who was serving as
an executive officer of the Company during the year ended December 31, 1997 had
total cash and cash-equivalent remuneration, which exceeded $100,000 during the
year.
64
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
-------------------------------------- Compensation
Other ------------
Annual All Other
Name and Principal Year or Period Compen- Stock Compen-
Position Ended Salary Bonus sation Options sation
- ---------------------------------------------------------------------------------- ----------------------
Gregg B. Dec. 31, 1997 $86,395 $ - $ 7,445 (2) - $ 5,100 (3)
Shafter Dec. 31, 1996 80,024 11,813 8,013 (2) 75,000 5,465 (3)
Dec. 31, 1995(1) 37,688 - 3,386 (2) 26,500 2,261 (3)
June 30, 1995 66,000 3,000 1,744 (2) - 3,792 (3)
Richard E.
Blubaugh, VP Dec. 31, 1997 91,690 - 9,768 (2) - 5,501 (3)
Dec. 31, 1996 91,676 13,754 10,214 (2) 75,000 5,703 (3)
Dec. 31, 1995(1) 46,575 - 5,956 (2) 52,500 2,794 (3)
June 30, 1995 85,500 3,500 6,481 (2) 10,000 5,400 (3)
/(1)/ Represents the six-month period ended December 31, 1995.
/(2)/ Includes certain perquisites, such as car allowances and life insurance
premiums paid by the Company.
/(3)/ Includes contributions by the Company to the Investment Savings Plan
for Employees of Atlas.
See also, with respect to Messrs. Shafter and Blubaugh the section entitled
"Options" below.
PERFORMANCE GRAPH
The following graph shows changes over the past five years in the value of
$100 invested in: (1) Atlas Corporation Common Stock, (2) the Dow Jones Equity
Market Index and (3) the Dow Jones Precious Metals Index. The year-end values
of each investment are based on the share price appreciation plus the monthly
reinvestment of dividends, if any.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG ATLAS CORPORATION, THE DOW JONES EQUITY MARKET INDEX AND THE DOW JONES
PRECIOUS METALS INDEX*
[PERFORMANCE GRAPH HERE]
DJ
Measurement period Precious DJ
(Fiscal Year Covered) Atlas Index Index
- --------------------- -------- -------- --------
Measurement PT -
12/31/92 $100.00 $100.00 $100.00
FYE 12/31/93 $ 82.35 $160.87 $109.94
FYE 12/31/94 $ 44.71 $134.51 $110.79
FYE 12/31/95 $ 28.24 $142.22 $153.13
FYE 12/31/96 $ 11.76 $144.87 $189.27
FYE 12/31/97 $ 2.57 $100.05 $236.02
* $100 INVESTED ON 12/31/91 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
65
INVESTMENT AND SAVINGS PLAN. The Atlas Company Investment and Savings Plan
(the "Plan") benefits employees of the Company and its subsidiaries who have
completed six months of service. Each participant under the Plan must be at
least 21 years of age. Under the Plan, an employee may elect to contribute,
pursuant to a salary reduction election, not less than 1% and not more
than 10% of the employee's annual compensation. The Company makes a
matching contribution of 100% of the amount contributed by the employee,
but not more than 6% of the employee's annual compensation. In addition,
the Company may make special contributions to the Plan, but these special
contributions may not exceed the maximum amount deductible under Section
404(a)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
Employee contributions may be invested in a number of investment options, but
not Common Stock of the Company. All matching and special contributions to the
Plan are invested in shares of Common Stock of the Company.
1978 RETIREMENT PLAN. Eligible employees, including officers, participate
in the Atlas Company 1978 Retirement Plan (the "1978 Retirement Plan"), a
noncontributory defined benefit pension Plan. Benefits under the 1978
Retirement Plan are based on years of service and the participant's compensation
during the participant's three consecutive highest compensated years out of the
participant's final five years as a participant. Benefits under the 1978
Retirement Plan are payable upon disability, death or retirement at age 55 or
later and may be distributed in the form of a lump sum, a single-life annuity, a
joint and survivor annuity covering the participant and a beneficiary or
installments over a term of years. Participants retiring before the age of 55
are entitled to a lump sum distribution. Effective March 1, 1997, the Company
froze all future accrual of benefits under the 1978 Retirement Plan. The
benefits earned by each participant as of February 28, 1997 shall be preserved
and no benefit of any participant shall be decreased or reduced. At the
Company's option the freeze can be lifted at any time in the future.
The following table shows the estimated annual benefits payable upon
retirement in the form of a single-life annuity under the 1978 Retirement Plan
to persons in the specified compensation and years-of-service classifications:
Pension Plan Table
Average Annual
Compensation on
which Retirement Estimated Annual Retirement Benefits at Age
Benefits are Based 65 for Indicated Years of Credited Services
- -------------------- --------------------------------------------------------------------------------------
(10) (15) (20) (25) (30)
-------------- ------------- ------------- ------------- -------------
$ 50,000 $ 8,535 $12,802 $17,070 $21,337 $25,604
$100,000 $18,535 $27,802 $37,070 $46,337 $55,604
$150,000 $28,535 $42,802 $57,070 $71,337 $85,604
$200,000 $28,535 $42,802 $57,070 $71,337 $85,604
$250,000 $28,535 $42,802 $57,070 $71,337 $85,604
$300,000 $28,535 $42,802 $57,070 $71,337 $85,604
66
Retirement benefits under the 1978 Retirement Plan are based on salaries
and additional compensation such as awards under the Annual Incentive Plan.
Directors' fees do not affect these benefits.
Benefits listed in the table are net of an offset for part of the
participant's Social Security benefits. There is no other offset. Years of
service credited through December 31, 1997 under the 1978 Retirement Plan for
the officers listed in the SUMMARY COMPENSATION TABLE is 14 years for Mr.
Blubaugh and 4 years for Mr. Shafter.
The Code sets limits on a participant's annual benefits on retirement under
the 1978 Retirement Plan. To assure that participants' retirement benefits are
not reduced in the future because of the Code limits, the Board of Directors
adopted a supplemental Executive Retirement Plan, which provides retirement
benefits on an unfunded basis to selected participants whose benefits under the
1978 Retirement Plan would be limited by the Code in an amount equal to the
difference between the annual retirement benefit permitted under the 1978
Retirement Plan by the Code and the amount that would have been paid but for the
limitation imposed by the Code.
ANNUAL INCENTIVE PLAN. Under the Company's Annual Incentive Plan,
incentive compensation may be paid to key employees selected by the Compensation
Committee based on the achievement by the Company and the selected employees of
performance goals established for each fiscal year by the Compensation
Committee. In addition to target awards, which recognize achievement of the
predetermined goals, the Compensation Committee may establish threshold and
maximum awards to recognize performance, which has only been minimally
acceptable, and performance, which has been significantly above target. Target,
threshold and maximum awards are expressed as a percentage of selected
employees' base salary for the pertinent fiscal year. The Compensation
Committee may consider the adverse impact of external circumstances on the
Company's performance in evaluating the achievement of individual employee goals
and in determining whether to exercise its authority in such circumstances to
make alternative or supplemental awards. Since July 1, 1993, no awards were
made under the Annual Incentive Plan.
OPTIONS
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION.
The following table provides information relating to the number and value of
stock options exercised in the year ended December 31, 1997 and the number of
exercisable and unexercisable stock options held by executive officers at
December 31, 1997:
Number of Unexercised
Options at December 31, 1997
-----------------------------------
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------
Gregg B. Shafter - - 101,500 -
Richard E. Blubaugh - - 127,500 -
There were no unexercised, in-the-money options at December 31, 1997.
67
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The members of the Compensation Committee during 1997 are identified
above under the heading BOARD AND COMMITTEE MEETINGS. No member of the
Compensation Committee is or has been at any time an officer of the Company or
any of its subsidiaries (except for Mr. Cook who served as a non-executive
Chairman of the Company during 1997). During 1997 no executive officer of the
Company served as a director or as member of the Compensation Committee of
another entity whose executive officers served as a director or as a member of
the Compensation Committee of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 15,
1998 regarding the beneficial ownership, including shares of Atlas Common Stock
which may be acquired upon the exercise of stock options or warrants, or the
conversion of any securities, within 60 days of March 15, 1998, of the Company's
Common Stock by (i) persons known to the Company to own more than 5% of
the Company's Common Stock, (ii) each director of the Company, (iii) each
executive officer named in the Summary Compensation Table set forth above, and
(iv) all directors and executive officers as a group:
SECURITY OWNERSHIP TABLE
NUMBER OF SHARES
AND NATURE OF
NAME BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ------------------------------------------------------------------------------------------------
M.I.M. Holdings Limited 3,000,000 (2) 10.58% (2)
M.I.M. Plaza, 410 Anne St.
Brisbane, Queensland, 4000
Australia
H. R. Shipes 2,174,313 (3) 7.93% (3)
335 North Wilmot Road, Suite 400
Tucson, AZ 85711
Victor D. Bahary 1,581,200 (4) 5.78% (4)
45 Park Boulevard
Ocean, NJ 07712
68
NUMBER OF SHARES
AND NATURE OF
NAME BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ----------------------------------------------------------------------------------------------------------
Independence Mining Company Inc. 1,400,000 (5) 5.12% (5)
5251 DTC Parkway, Suite 700
Englewood, CO 80111
Douglas R. Cook 97,000 (6) *
Mario Caron 50,000 (7) *
Christopher J. A. Davie 50,000 (7) *
James H. Dunnett 215,000 (8) *
C. Thomas Ogryzlo 70,000 (9) *
Richard E. Blubaugh 163,276 (10) *
All current executive officers and directors as a group (9 3,282,714 (11) 10.89% (11)
persons)
(1) Does not include shares issuable on the exercise of options, which have not
vested and will not vest within 60 days of this report.
(2) M.I.M. Holdings Limited, to the best of the Company's knowledge, is the
direct beneficial owner of (i) 2,000,000 shares of Common Stock and (ii)
warrants issued by the Company which are exercisable into 1,000,000 shares
of Common Stock at an exercise price of $7.00 per share.
(3) On October 28, 1996 a Schedule 13D was filed with the Securities and
Exchange Commission by H.R. Shipes reflecting beneficial ownership of
2,117,646 shares of Common Stock of which 156,863 are held by Mr. Shipes
for the benefit of his minor child under the Uniform Gift to Minor's Act.
Also included are 56,667 shares obtainable upon exercise of options granted
to Mr. Shipes under the Long Term Incentive Plan.
(4) On October 2, 1997 a Schedule 13D was filed with the Securities and
Exchange Commission by Victor D. Bahary reflecting beneficial ownership of
1,581,200 shares of Common Stock.
(5) On November 3, 1995 Atlas received a copy of Schedule 13D filed by
Independence Mining Company Inc. reflecting direct ownership of 1,400,000
shares of Common Stock.
(6) Includes 2,000 shares of Common Stock directly owned and 95,000 shares
obtainable upon exercise of options granted to Mr. Cook under the Long Term
Incentive Plan.
(7) Includes 50,000 shares obtainable upon exercise of options under the Long
Term Incentive Plan.
69
(8) James H. Dunnett is the indirect beneficial owner of (i) 100,000 shares of
Common Stock and (ii) warrants issued by the Company which are exercisable
into 45,000 shares of Common Stock at an exercise price of $7.00 per share.
Mr. Dunnett's holdings also include 70,000 shares obtainable upon exercise
of options granted to him under the Long Term Incentive Plan.
(9) Includes 70,000 shares obtainable upon exercise of options granted under
the Long Term Incentive Plan.
(10) Includes (i) 127,500 shares obtainable upon the exercise of options granted
under the Long Term Incentive Plan and (ii) 35,767 shares held in Mr.
Blubaugh's account under the Company's 401(k) Plan.
(11) Includes (i) 699,167 shares obtainable upon exercise of options granted
under the Long Term Incentive Plan, (ii) warrants issued by the Company
which are exercisable into 45,000 shares of Common Stock at an exercise
price of $7.00 per share, (iii) 90,685 shares of Common Stock held
beneficially under the Company's 401(k) Plan and (iv) direct ownership of
2,220,646 shares of Common Stock.
Item 13. Certain Relationships and Related Transactions
Mr. Dunnett is a principal of the investment banking firm of Endeavour Financial
Corporation ("Endeavour") which acts as a financial advisor to the Company.
During the year ended December 31, 1997, the Company paid Endeavour $133,300 in
advisory fees.
70
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) (1) Financial Statements:
See Index to Financial Statements and Schedules on page 30.
(2) Financial Statement Schedules:
See Index to Financial Statements and Schedules on page 83.
(3) Exhibits:
Exhibit
Number Exhibits
- --------------------------------------------------------------------------------
2.1 Agreement and Plan of Reorganization between the Company and the
shareholders of Suramco Metals, Inc. dated October 7, 1996 (filed
as Exhibit 2.1 to the Company's annual report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference).
2.2 Stock Purchase Agreement between the Company and Arimetco
International Inc. dated October 7, 1996 (filed as Exhibit 2.2 to
the Company's annual report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
2.3 Stock Purchase Agreement between the Company and Cornerstone
Industrial Minerals Corporation dated December 13, 1996 (filed as
Exhibit 2.3 to the Company's annual report on Form 10-K for the
year ended December 31, 1996, and incorporated herein by
reference).
2.4 Asset Purchase Agreement between the Company, Atlas Gold Mining
Inc. and Atlas Precious Metals Inc. and Barrick Gold Exploration
Inc. dated June 3, 1997 regarding the Company's Gold Bar property.
2.5 Letter Agreement between the Company and Tombstone Explorations Co. Ltd.
dated December 19, 1997 with respect to the Company's Grassy Mountain
property.
3.1 Restated Certificate of Incorporation of the Company, dated
January 3, 1990 (filed as Exhibit 3.2 to the Company's quarterly
report on Form 10-Q for the quarter ended December 31, 1989, and
incorporated herein by reference).
71
3.2 By-Laws of the Company as amended on July 12, 1995. (filed as
Exhibit 3.3 to the Company's annual report on Form 10-K for the
year ended June 30, 1995 and incorporated herein by reference).
4.1 Indenture dated as of November 10, 1995 between the Company and
Chemical Bank as Trustee (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 under the Securities Act of 1933
and incorporated herein by reference).
4.2 Escrow and Pledge Agreement dated as of November 10, 1995 between
the Company and Chemical Bank as Trustee and Chemical Bank as
Escrow Agent (filed as Exhibit 4.2 to the Company's Registration
Statement on Form S-3 (33-65165) as filed with the Commission on
December 19, 1995 and incorporated herein by reference).
4.3 Special Warrant Indenture dated November 9, 1995 between the
Company and The Montreal Trust Company of Canada containing terms
and conditions governing the issue and exercise of special
Debenture warrants exercisable for 7% Exchangeable Debentures due
October 25, 2000 of the Company (filed as Exhibit 99.2 to the
Company's Registration Statement on Form S-3 (33-65165) as filed
with the Commission on December 19, 1995 and incorporated herein
by reference).
4.4 Exchange Agreement dated June 1997 between the Company and
the holders of the Company's 7% Exchangeable Debentures due
October 25, 2000.
10.1 Atlas Corporation Management Incentive Compensation Plan (filed as
Exhibit 10.2 to the Company's annual report on Form 10-K (File No.
1-2714) for the fiscal year ended June 30, 1981 and incorporated
herein by reference).
10.2 Form of Indemnity Agreement entered into between the Company and
certain of its directors (filed as Exhibit 10.14 to the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1987
and incorporated herein by reference).
10.3 Amended and Restated Rights Agreement dated as of August 2, 1989
between the Company and Manufacturers Hanover Trust Company (filed
as Exhibit 1 to the Company's report on Form 8-K dated August 2,
1989 and incorporated herein by reference)
10.4 Long Term Incentive Plan of the Company dated November 1, 1989
(filed as Exhibit 10.28 to the Company's annual report on Form
10-K for the fiscal year ended June 30, 1989 and incorporated
herein by reference).
72
10.5 Atlas Corporation Supplemental Executive Retirement Plan dated as
of January 3, 1990 (filed as Exhibit 10.2 to the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 1990
and incorporated herein by reference).
10.6 Atlas Corporation Retirement Plan for Outside Directors dated
April 4, 1990 (filed as Exhibit 10.3 to the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 1990 and
incorporated herein by reference).
10.7 Atlas Corporation Annual Incentive Plan adopted by the Board of
Directors of the Company on March 6, 1991 (filed as Exhibit 10.20
to the Company's annual report on Form 10-K for the year ended
June 30, 1991 and incorporated herein by reference).
10.8 Securities Purchase Agreement dated September 3, 1993 between the
Company and Phoenix Financial Holdings Inc. (filed as Exhibit 2 to
the Company's Report on Form 8-K filed on September 9, 1993 and
incorporated herein by reference).
10.9 Amendment dated as of September 15, 1993 to the Amended and
Restated Rights Agreement dated as of August 2, 1989 between the
Company and Chemical Bank, as successor by merger with
Manufacturers Hanover Trust Company (filed as Exhibit 10.25 to the
Company's annual report on Form 10-K for the year ended June 30,
1993 and incorporated herein by reference).
10.10 Employment agreement made as of September 22, 1993 between the
Company and David J. Birkenshaw (filed as Exhibit 10.1 to the
Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1994 and incorporated herein by reference).
10.11 Amendment dated as of August 28, 1995 to the employment agreement
made as of September 22, 1993 between the Company and David J.
Birkenshaw (filed as Exhibit 10.15 to the Company's annual report
on Form 10-K for the year ended June 30, 1995 and incorporated
herein by reference).
10.12 Share Purchase Agreement dated April 28, 1994 between the Company
and M.I.M. (Canada) Inc. (filed as Exhibit 10.18 to the Company's
annual report on Form 10-K for the year ended June 30, 1994 and
incorporated herein by reference).
10.13 Agreement dated May 10, 1994 between the Company and Granges Inc.
(filed as Exhibit 10.19 to the Company's annual report on Form
10-K for the year ended June 30, 1994 and incorporated herein by
reference)
73
10.14 Registration Rights Agreement dated August 15, 1994 between the
Company and First Marathon Securities Limited (filed as Exhibit
10.20 to the Company's annual report on Form 10-K for the year
ended June 30, 1994 and incorporated herein by reference).
10.15 Indemnity Agreement dated August 15, 1995 between the Company and
M.I.M. Holdings Limited (filed as Exhibit 10.21 to the Company's
annual report on Form 10-K for the year ended June 30, 1994 and
incorporated herein by reference).
10.16 Second Amendment dated as of August 15, 1994 to the Amended and
Restated Rights Agreement dated August 2, 1989 between the Company
and Chemical Bank, as successor by merger with Manufacturers
Hanover Trust Company (filed as Exhibit 10.1 to the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 1995
and incorporated herein by reference).
10.17 The Company's Long Term Incentive Plan, as amended, dated February
17, 1995 (filed as Exhibit 10.2 to the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1995 and incorporated
herein by reference).
10.18 Amendment dated September 15, 1995 to the employment agreement
made as of February 17, 1995 between the Company and Richard E.
Blubaugh (filed as Exhibit 10.27 to the Company's annual report
on Form 10-K for the year ended June 30, 1995 and incorporated
herein by reference).
10.19 Employment Agreement dated June 1, 1995 between the Company and
Gerald E. Davis (filed as Exhibit 10.28 to the Company's annual
report on Form 10-K for the year ended June 30, 1995 and
incorporated herein by reference).
10.20 Amendment dated September 20, 1995 to the employment agreement
dated June 1, 1995 between the Company and Gerald E. Davis (filed
as Exhibit 10.29 to the Company's annual report on Form 10-K for
the year ended June 30, 1995 and incorporated herein by reference).
10.21 Underwriting Agreement dated as of October 25, 1995 by and among
the Company, Yorkton Securities Inc. and First Marathon Securities
Ltd. regarding the distribution of special Debenture warrants
exercisable for 7% Exchangeable Debentures due October 25, 2000 of
the Company (filed as Exhibit 99.1 to the Company's Registration
Statement on Form S-3 (33-65165) as filed with the Commission on
December 19, 1995 and incorporated herein by reference).
10.22 Granges Registration Agreement dated as of November 10, 1995
between the Company and Granges Inc. (filed as Exhibit 99.3 to the
Company's Registration Statement on Form S-3 (33-65165) as filed
74
with the Commission on December 19, 1995 and incorporated herein
by reference).
10.23 Indemnification Agreement dated as of November 15, 1995 between
the Company and Granges Inc. (filed as Exhibit 99.4 to the
Company's Registration Statement on Form S-3 (33-65165) as filed
with the Commission on December 19, 1995 and incorporated herein
by reference).
10.24 Purchase and Sale Agreement dated October 25, 1995 between the
Company and Independence Mining Company Inc. (filed as Exhibit
99.8 to the Company's Registration Statement on Form S-3
(33-65165) as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
10.25 Registration Rights Agreement dated October 25, 1995 between the
Company and Independence Mining Company Inc. (filed as Exhibit
99.9 to the Company's Registration Statement on Form S-3
(33-65165) as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
10.26 Mining Venture Agreement with Granges (U.S.), Inc. dated September
29, 1995 (filed as Exhibit 10.37 to the Company's annual report on
Form 10-K for the year ended December 31, 1995 and incorporated
herein by reference).
10.27 Resignation Agreement and General Release dated June 21, 1996
between the Company and David J. Birkenshaw (filed as Exhibit
10.36 to the Company's annual report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference).
10.28 Support Letter dated August 16, 1996 to the Company from Granges
Inc. and Da Capo Resources Ltd. (filed as Exhibit 10.37 to the
Company's annual report on Form 10-K for the year ended December
31, 1996 and incorporated herein by reference).
10.29 Amendment to Resignation Agreement and General Release dated October 1996
between the Company and David J. Birkenshaw (filed as Exhibit 10.38 to
the Company's annual report on Form 10-K for the year ended December 31,
1996 and incorporated herein by reference).
10.30 Resignation Agreement and General Release dated November 5, 1996 between
the Company and Gerald E. Davis (filed as Exhibit 10.39 to the Company's
annual report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference).
75
10.31 Amendment to Resignation Agreement and General Release dated January 14,
1997 between the Company and Gerald E. Davis (filed as Exhibit 10.40 to
the Company's annual report on Form 10-K for the year ended December 31,
1996 and incorporated herein by reference).
10.32 Employment Agreement dated December 1, 1996 between the Company
and Gregg B. Shafter (filed as Exhibit 10.41 to the Company's
annual report on Form 10-K for the year ended December 31, 1996
and incorporated herein by reference).
10.33 Letter Agreement dated January 6, 1997 regarding the withdrawal
from the Gold Bar mining venture agreement between the Company and
Granges (U.S.), Inc. (filed as Exhibit 10.42 to the Company's
annual report on Form 10-K for the year ended December 31, 1996
and incorporated herein by reference).
21 Subsidiaries of the Company
23 Consent of Independent Auditors
(b) The Registrant did not file or amend reports on Form 8-K during the
fourth quarter of 1997.
For purposes of complying with the amendments to the rules governing Form S-8
(effective July 13, 1990) under the Securities Act of 1933, the undersigned
hereby undertakes as follows, which undertaking shall be incorporated by
reference into the Company's Registration Statement on Form S-8, No. 33-18316
(filed on November 3, 1987, as amended by Post Effective Amendment No. 1 filed
on December 15, 1987):
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by
the director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
76
_____________________________
Note concerning Exhibits: The Company will furnish copies of Exhibits to
security holders of the Company upon request. The Company may charge a fee in
connection with such a request, which will be limited to the Company's
reasonable expenses in furnishing any such Exhibit.
77
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ATLAS CORPORATION
By: /s/ Gregg B. Shafter
Name: Gregg B. Shafter
Title: President
Date: March 31, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
/s/ James R. Jensen Treasurer, Controller & Secretary March 31, 1998
- ----------------------------- (Principal Financial Officer
James R. Jensen & Principal Accounting Officer)
/s/ Mario Caron Director March 31, 1998
- -----------------------------
Mario Caron
/s/ Douglas R. Cook Director March 31, 1998
- -----------------------------
Douglas R. Cook
/s/ Christopher J. A. Davie Director March 31, 1998
- -----------------------------
Christopher J. A. Davie
/s/ James H. Dunnett Director March 31, 1998
- -----------------------------
James H. Dunnett
/s/ C. Thomas Ogryzlo Director March 31, 1998
- -----------------------------
C. Thomas Ogryzlo
78
ATLAS CORPORATION AND ITS SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997, 1996 and 1995 and JUNE 30, 1995
Page
----
FINANCIAL STATEMENTS OF ATLAS CORPORATION
Consolidated Statements of Operations for the
Years Ended December 31, 1997 and 1996, the Six Months Ended
December 31, 1995 and for the Year Ended June 30, 1995. 31
Consolidated Balance Sheets as of December 31, 1997
and 1996. 32
Consolidated Statements of Stockholder's Equity
(Deficit) for the Years Ended December 31, 1997 and 1996,
the Six Months Ended December 31, 1995, and for the
Year Ended June 30, 1995. 33
Consolidated Statements of Cash Flow for the
Years Ended December 31, 1997 and 1996, the Six Months
Ended December 31, 1995 and for the Year Ended
June 30, 1995 34
Notes to Consolidated Financial Statements 35 - 61
Report of Independent Auditors 62
Consent of Independent Auditors 84
SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1997 AND 1996,
THE SIX MONTHS ENDED DECEMBER 31, 1995 AND FOR THE YEAR ENDED
JUNE 30, 1995:
VIII Valuation and Qualifying Accounts and Reserves 85
79
For the Years Ended December 31, 1997 and 1996, the Six Months Ended
December 31, 1995 and the Year Ended June 30, 1995
(In thousands)
Column A Column B Column C Column D Column E Column F
Additions
Balance at Charged to
Beginning Costs and Charged to Balance at
Classification Period Expenses Other Accounts Deductions End of Period
- -------------------------------------------------------------------------------------------------------------------------
Year ended December 31, 1997
Provisions for loss from disposal of
discontinued operations $ 18,704 $ 3,217 $ 2,252 $ (1,258) $ 22,915
Year ended December 31, 1996
Provisions for loss from disposal of
discontinued operations 21,623 - - (2,919) 18,704
Six Months ended December 31, 1995
Provisions for loss from disposal of
discontinued operations 22,829 - - (1,206) 21,623
Year ended June 30, 1995
Provisions for loss from disposal of
discontinued operations 27,707 225 - (5,103) 22,829
- -------------------------------------------------------------------------------------------------------------------------
81
SCHEDULE OF EXHIBITS
Exhibit
Number Exhibits
- -------------------------------------------------------------------------------
2.1 Agreement and Plan of Reorganization between the Company and the
shareholders of Suramco Metals, Inc. dated October 7, 1996 (filed
as Exhibit 2.1 to the Company's annual report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference).
2.2 Stock Purchase Agreement between the Company and Arimetco
International Inc. dated October 7, 1996 (filed as Exhibit 2.2 to
the Company's annual report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
2.3 Stock Purchase Agreement between the Company and Cornerstone
Industrial Minerals Corporation dated December 13, 1996 (filed as
Exhibit 2.3 to the Company's annual report on Form 10-K for the
year ended December 31, 1996, and incorporated herein by
reference).
2.4 Asset Purchase Agreement between the Company, Atlas Gold Mining
Inc. and Atlas Precious Metals Inc. and Barrick Gold Exploration
Inc. dated June 3, 1997 regarding the Company's Gold Bar property.
2.5 Letter Agreement between the Company and Tombstone Explorations Co. Ltd.
dated December 19, 1997 with respect to the Company's Grassy Mountain
property.
3.1 Restated Certificate of Incorporation of the Company, dated
January 3, 1990 (filed as Exhibit 3.2 to the Company's quarterly
report on Form 10-Q for the quarter ended December 31, 1989, and
incorporated herein by reference).
3.2 By-Laws of the Company as amended on July 12, 1995. (filed as
Exhibit 3.3 to the Company's annual report on Form 10-K for the
year ended June 30, 1995 and incorporated herein by reference).
4.1 Indenture dated as of November 10, 1995 between the Company and
Chemical Bank as Trustee (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 under the Securities Act of 1933
and incorporated herein by reference).
82
4.2 Escrow and Pledge Agreement dated as of November 10, 1995 between
the Company and Chemical Bank as Trustee and Chemical Bank as
Escrow Agent (filed as Exhibit 4.2 to the Company's Registration
Statement on Form S-3 (33-65165) as filed with the Commission on
December 19, 1995 and incorporated herein by reference).
4.3 Special Warrant Indenture dated November 9, 1995 between the
Company and The Montreal Trust Company of Canada containing terms
and conditions governing the issue and exercise of special
Debenture warrants exercisable for 7% Exchangeable Debentures due
October 25, 2000 of the Company (filed as Exhibit 99.2 to the
Company's Registration Statement on Form S-3 (33-65165) as filed
with the Commission on December 19, 1995 and incorporated herein
by reference).
4.4 Exchange Agreement dated June 1997 between the Company and the holders of
the Company's 7% Exchangeable Debentures due October 25, 2000.
10.1 Atlas Corporation Management Incentive Compensation Plan (filed as
Exhibit 10.2 to the Company's annual report on Form 10-K (File No.
1-2714) for the fiscal year ended June 30, 1981 and incorporated
herein by reference).
10.2 Form of Indemnity Agreement entered into between the Company and
certain of its directors (filed as Exhibit 10.14 to the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1987
and incorporated herein by reference).
10.3 Amended and Restated Rights Agreement dated as of August 2, 1989
between the Company and Manufacturers Hanover Trust Company (filed
as Exhibit 1 to the Company's report on Form 8-K dated August 2,
1989 and incorporated herein by reference).
10.4 Long Term Incentive Plan of the Company dated November 1, 1989
(filed as Exhibit 10.28 to the Company's annual report on Form
10-K for the fiscal year ended June 30, 1989 and incorporated
herein by reference).
10.5 Atlas Corporation Supplemental Executive Retirement Plan dated as
of January 3, 1990 (filed as Exhibit 10.2 to the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 1990
and incorporated herein by reference).
83
10.6 Atlas Corporation Retirement Plan for Outside Directors dated
April 4, 1990 (filed as Exhibit 10.3 to the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 1990 and
incorporated herein by reference).
10.7 Atlas Corporation Annual Incentive Plan adopted by the Board of
Directors of the Company on March 6, 1991 (filed as Exhibit 10.20
to the Company's annual report on Form 10-K for the year ended
June 30, 1991 and incorporated herein by reference).
10.8 Securities Purchase Agreement dated September 3, 1993 between the
Company and Phoenix Financial Holdings Inc. (filed as Exhibit 2 to
the Company's Report on Form 8-K filed on September 9, 1993 and
incorporated herein by reference).
10.9 Amendment dated as of September 15, 1993 to the Amended and
Restated Rights Agreement dated as of August 2, 1989 between the
Company and Chemical Bank, as successor by merger with
Manufacturers Hanover Trust Company (filed as Exhibit 10.25 to the
Company's annual report on Form 10-K for the year ended June 30,
1993 and incorporated herein by reference).
10.10 Employment agreement made as of September 22, 1993 between the
Company and David J. Birkenshaw (filed as Exhibit 10.1 to the
Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1994 and incorporated herein by reference).
10.11 Amendment dated as of August 28, 1995 to the employment agreement
made as of September 22, 1993 between the Company and David J.
Birkenshaw (filed as Exhibit 10.15 to the Company's annual report
on Form 10-K for the year ended June 30, 1995 and incorporated
herein by reference).
10.12 Share Purchase Agreement dated April 28, 1994 between the Company
and M.I.M. (Canada) Inc. (filed as Exhibit 10.18 to the Company's
annual report on Form 10-K for the year ended June 30, 1994 and
incorporated herein by reference).
10.13 Agreement dated May 10, 1994 between the Company and Granges Inc.
(filed as Exhibit 10.19 to the Company's annual report on Form
10-K for the year ended June 30, 1994 and incorporated herein by
reference)
10.14 Registration Rights Agreement dated August 15, 1994 between the Company
and First Marathon Securities Limited (filed as Exhibit 10.20 to the
Company's annual report on Form 10-K for the year ended June 30, 1994 and
incorporated herein by reference).
84
10.15 Indemnity Agreement dated August 15, 1995 between the Company and
M.I.M. Holdings Limited (filed as Exhibit 10.21 to the Company's
annual report on Form 10-K for the year ended June 30, 1994 and
incorporated herein by reference).
10.16 Second Amendment dated as of August 15, 1994 to the Amended and
Restated Rights Agreement dated August 2, 1989 between the Company
and Chemical Bank, as successor by merger with Manufacturers
Hanover Trust Company (filed as Exhibit 10.1 to the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 1995
and incorporated herein by reference).
10.17 The Company's Long Term Incentive Plan, as amended, dated February
17, 1995 (filed as Exhibit 10.2 to the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1995 and incorporated
herein by reference).
10.18 Amendment dated September 15, 1995 to the employment agreement
made as of February 17, 1995 between the Company and Richard E.
Blubaugh (filed as Exhibit 10.27 to the Company's annual report
on Form 10-K for the year ended June 30, 1995 and incorporated
herein by reference).
10.19 Employment Agreement dated June 1, 1995 between the Company and
Gerald E. Davis (filed as Exhibit 10.28 to the Company's annual
report on Form 10-K for the year ended June 30, 1995 and
incorporated herein by reference).
10.20 Amendment dated September 20, 1995 to the employment agreement
dated June 1, 1995 between the Company and Gerald E. Davis (filed
as Exhibit 10.29 to the Company's annual report on Form 10-K for
the year ended June 30, 1995 and incorporated herein by reference).
10.21 Underwriting Agreement dated as of October 25, 1995 by and among
the Company, Yorkton Securities Inc. and First Marathon Securities
Ltd. regarding the distribution of special Debenture warrants
exercisable for 7% Exchangeable Debentures due October 25, 2000 of
the Company (filed as Exhibit 99.1 to the Company's Registration
Statement on Form S-3 (33-65165) as filed with the Commission on
December 19, 1995 and incorporated herein by reference).
10.22 Granges Registration Agreement dated as of November 10, 1995
between the Company and Granges Inc. (filed as Exhibit 99.3 to the
Company's Registration Statement on Form S-3 (33-65165) as filed
85
with the Commission on December 19, 1995 and incorporated herein
by reference).
10.23 Indemnification Agreement dated as of November 15, 1995 between
the Company and Granges Inc. (filed as Exhibit 99.4 to the
Company's Registration Statement on Form S-3 (33-65165) as filed
with the Commission on December 19, 1995 and incorporated herein
by reference).
10.24 Purchase and Sale Agreement dated October 25, 1995 between the
Company and Independence Mining Company Inc. (filed as Exhibit
99.8 to the Company's Registration Statement on Form S-3
(33-65165) as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
10.25 Registration Rights Agreement dated October 25, 1995 between the
Company and Independence Mining Company Inc. (filed as Exhibit
99.9 to the Company's Registration Statement on Form S-3
(33-65165) as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
10.26 Mining Venture Agreement with Granges (U.S.), Inc. dated September
29, 1995 (filed as Exhibit 10.37 to the Company's annual report on
Form 10-K for the year ended December 31, 1995 and incorporated
herein by reference).
10.27 Resignation Agreement and General Release dated June 21, 1996
between the Company and David J. Birkenshaw (filed as Exhibit
10.36 to the Company's annual report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference).
10.28 Support Letter dated August 16, 1996 to the Company from Granges
Inc. and Da Capo Resources Ltd. (filed as Exhibit 10.37 to the
Company's annual report on Form 10-K for the year ended December
31, 1996 and incorporated herein by reference).
10.29 Amendment to Resignation Agreement and General Release dated
October 1996 between the Company and David J. Birkenshaw (filed as
Exhibit 10.38 to the Company's annual report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference).
10.30 Resignation Agreement and General Release dated November 5, 1996
between the Company and Gerald E. Davis (filed as Exhibit 10.39 to
the Company's annual report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
86
10.31 Amendment to Resignation Agreement and General Release dated January 14,
1997 between the Company and Gerald E. Davis (filed as Exhibit
10.40 to the Company's annual report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference).
10.32 Employment Agreement dated December 1, 1996 between the Company
and Gregg B. Shafter (filed as Exhibit 10.41 to the Company's
annual report on Form 10-K for the year ended December 31, 1996
and incorporated herein by reference).
10.33 Letter Agreement dated January 6, 1997 regarding the withdrawal
from the Gold Bar mining venture agreement between the Company and
Granges (U.S.), Inc. (filed as Exhibit 10.42 to the Company's
annual report on Form 10-K for the year ended December 31, 1996
and incorporated herein by reference).
21 Subsidiaries of the Company
23 Consent of Independent Auditors
87