1
=============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- ---------
Commission file number 000-26354
LOGAN INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
Washington 91-1636980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 1250, 400 Burrard Street
Vancouver, British Columbia, Canada V6C 3A6
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (604) 683-5767
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)
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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $841,257 as of March 24, 1998, computed on the
basis of the closing price on such date.
As of March 24, 1998, there were 10,837,808 shares of the Registrant's Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 1997 Proxy Statement to be filed within 120 days
of the period ended December 31, 1997 are incorporated by reference into Part
III.
=============================================================================
2
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent they are not based on historical
events, constitute forward-looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs and expenditures, evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or
other business plans. Investors are cautioned that forward-looking statements
are subject to an inherent risk that actual results may vary materially from
those described herein. Factors that may result in such variance, in
addition to those accompanying the forward-looking statements, include
changes in interest rates, prices and other economic conditions; actions by
competitors; natural phenomena; actions by government and regulatory
authorities; uncertainties associated with legal proceedings; technological
development; future decisions by management in response to changing
conditions; and misjudgments in the course of preparing forward-looking
statements.
2
3
TABLE OF CONTENTS
-----------------
PAGE
----
PART I
------
ITEM 1. DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . . 4
ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . 7
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . 9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . .10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . .13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . .13
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . .13
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . .14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . .14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . .14
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . .14
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
3
4
PART I
------
ITEM 1. DESCRIPTION OF BUSINESS
The Corporation
- ---------------
Logan International Corp. was incorporated in the State of Washington on
September 15, 1993 and commenced operations in April 1994. In this document,
unless the context otherwise requires, the "Corporation" or "Logan" refers to
Logan International Corp. and its subsidiaries. The Corporation is a
subsidiary of MFC Bancorp Ltd. ("MFC"), who acquired approximately 69% of
the Corporation's shares of common stock in 1996. Drummond Financial
Corporation, a subsidiary of MFC, acquired $6 million of preferred shares in
the capital stock of the Corporation in June 1996.
Business of the Corporation
- ---------------------------
Since it commenced operations in April 1994, the Corporation has been engaged
in the real estate business. All of the Corporation's real estate assets are
located in the Puget Sound region of the State of Washington, are undeveloped
and a substantial portion are in a pre-development state. Logan intends to
utilize and redeploy its real estate assets to finance the acquisition of
controlling interests in operating businesses. Therefore, while Logan is
active in real estate operations, it also operates in the financial services
industry. If opportunities arise, Logan may acquire additional real estate
assets. Logan does not intend to develop any of its undeveloped real estate
properties, but in certain instances may participate in development joint
venture arrangements as an interim step in the sale of a property, and will
continue pre-development work on the properties to the extent necessary to
protect or enhance their value.
Logan has undertaken the active marketing of certain of its real estate
assets in order to raise cash to pay operating expenses and the carrying
costs of its remaining properties. It may be necessary to sell certain
properties at a discount to their appraised values in order to sell them in a
timely fashion for cash. Logan believes, however, that this will allow the
remainder of its real estate portfolio to be marketed in an orderly fashion
and allow Logan to obtain a higher value for its portfolio.
In the year ended December 31, 1997, the Corporation sold 6 real estate lots
for proceeds of $3.3 million. In November 1997, the Corporation granted an
option to purchase up to approximately 46 acres of its Gig Harbour property
for approximately $7.3 million prior to August 31, 1998, which may be
extended for an additional 90 days on payment of a $25,000 extension fee.
The development of real property in the State of Washington is subject to
multiple layers of government regulation, including state law and certain
ordinances of the city and county wherein the property is located.
Environmental regulations at the federal, state and local levels with regard
to wetlands, stormwater retention and discharge, wildlife, tree preservation,
slopes and groundwater recharge have greatly increased the cost and
uncertainty related to the development of property in the State of Washington
and have lengthened the time necessary to receive development permits.
4
5
Consequently, fewer developers are buying property in the State of Washington
and these developers tend to wait until the permitting process is near
completion before committing to a purchase.
The type and intensity of development of real property in the State of
Washington is subject to the comprehensive plan and zoning designation of the
property within the city or county in which the property is located.
Property development is also affected by sensitive areas, such as wetlands,
streams or wildlife habitat, located on the site. Both the local government
and the Army Corps of Engineers have jurisdiction over wetland areas. Upon
delivery of a development proposal, the appropriate government agency will
examine the site and delineate wetland areas. These areas must either be
left undisturbed with sufficient buffers for protection or a mitigation plan
for the designated areas must be approved. Due to the broad definition of
wetlands, it is common for undeveloped property in the western Washington
area to have some wetlands designated. The majority of the Corporation's
properties have had some wetland areas designated.
In 1990, the Washington legislature passed the Growth Management Act ("GMA")
to "guide the development and adoption of comprehensive plans and development
regulations" in Washington State. The goal of the comprehensive development
plans is to, among other things, reduce the development density in rural
areas, encourage affordable housing and a variety of housing densities,
maintain and conserve natural resource industries and lands and protect and
enhance the environment and the availability of water.
Under the GMA, the counties in which the Corporation's properties are located
have a several year period in which to develop county-wide growth plans that
will designate those areas in which growth will be accommodated over the next
20 years. As a result of the uncertainty which has arisen from the
formulation of these growth plans, the permitting process relating to the
development of property in these counties has been delayed. It is believed,
however, that all of the Corporation's properties are located in areas where
additional growth will be permitted.
The Corporation intends to use the proceeds from the sale of its real estate
assets to acquire controlling equity interests in operating businesses. In
addition, the Corporation may seek to exchange its real estate assets for
equity interests in certain other companies. The Corporation will seek to
acquire interests in those companies that it believes its expertise in
financial restructuring and asset management will add value to the
Corporation's investment. In order to accomplish such acquisitions, the
Corporation may engage in joint ventures with affiliated companies.
In December 1996, the Corporation acquired approximately 50.3% of the issued
shares of common stock of ICHOR Corporation ("Ichor"), a Delaware corporation
engaged in the environmental services business, based in Monroeville,
Pennsylvania and whose shares of common stock are quoted on the NASDAQ
SmallCap Market. During 1997, Ichor's environmental services business
included remediation and recycling. In the first quarter of 1998, Ichor
commenced providing certain environmental consulting services to an
industrial customer in Germany and entered into an agreement to acquire a
company that leases and operates a carton and box making plant located in
Germany, subject to certain conditions.
5
6
At December 31, 1997, the Corporation had one full-time employee. The
executive officers of the Corporation are not full-time employees, but devote
such time to the business of the Corporation as is required.
Discontinued Operations of Ichor
- --------------------------------
In December 1996, the Corporation acquired 2,500,000 shares, or approximately
50.3%, of the common stock of Ichor as partial consideration for a loan
receivable through which Ichor acquired a waste oil recycling facility
located in McCook County, Illinois (the "McCook Facility"). In December 1997,
Ichor sold the McCook Facility for approximately $1.0 million, consisting of
a down payment of $0.3 million and a final payment of $0.7 million plus
interest at 2.5% per annum on or before December 23, 1998. The McCook
Facility had revenues of $2.6 million for the year ended December 31, 1997.
As of April 1997, Ichor sold substantially all of the assets of its
environment remediation services operations for $147,000 in cash and the
purchaser assumed certain liabilities related to those assets. Ichor retained
cash, accounts receivable, accounts payable and other accrued liabilities
relating to the operations. Contract revenue for Ichor's environmental
remediation services operations was $0.7 million in the year ended December
31, 1997.
Ichor's environmental remediation services operations and the McCook Facility
have been classified as discontinued operations in the Corporation's results
of operations for the year ended December 31, 1997.
ITEM 2. PROPERTIES
The Corporation's administrative offices are located in Renton, Washington
and are leased.
The Corporation's undeveloped real estate properties are located in the Puget
Sound region of Washington State and consist of 10 parcels totaling
approximately 130 acres which are zoned for various commercial uses including
retail, office and business park, and 2 parcels totaling approximately 32
acres which are zoned for medium to high residential use. The Corporation is
seeking to sell these parcels and does not intend to fully develop the
majority of them prior to sale. The Corporation typically engages in such
preliminary development work as is necessary to maximize the value of the
parcels prior to their sale.
The aggregate 1997 real property taxes on the commercially zoned properties
were $87,163, on the multi-family residentially zoned properties were $320,
and on the unzoned properties were $11,713.
Gig Harbour Property
- --------------------
The Corporation owns approximately 102 acres of undeveloped real property
which was, in early 1997, annexed to the City of Gig Harbour, Washington,
which is located at the west end of the Tacoma Narrows Bridge from Tacoma,
Washington. The annexation provides for much higher intensity development
than was allowed under its previous jurisdiction (Pierce County), and opens
6
7
the way for a new major thoroughfare to be built through the middle of the
property that connects State Route 16 and the North entrance of Gig Harbour.
Of the total acreage, 50 acres are now zoned for retail/commercial uses, 35
acres for medium density (8 units per acre) residential use and 17 acres for
business park/professional office. The retail portion of the property is
under an option agreement for development into a regional shopping center.
The Corporation may develop all or a portion of the remaining land through
partnerships, joint ventures or other economic associations with local
developers. The Corporation's current involvement is limited to pre-
development work, including infrastructure (roads, sewer and water services),
preliminary permits, market studies, feasibility studies and related
activities.
All utilities are available to the site, but the extension of utilities would
be required prior to development of the site. In addition, internal roadways
will need to be constructed to provide access to the site and the site will
require grading prior to development. The Corporation has not determined
whether it will be involved in any of the actual site work, but estimates
that it will spend approximately $20,000 on additional pre-development work.
The City of Gig Harbour is planning an extension of a street past the site,
which when completed, will provide improved access to the site from the City
of Gig Harbour. This street extension may take up to two years to complete.
The 1997 property taxes for the 102.6 acre parcel were $16,837.
ITEM 3. LEGAL PROCEEDINGS
In June 1995, Klein v. PDG Remediation, Inc., et al., No. CIV-4954 (DAB) was
filed in the United States District Court for the Southern District of New
York and alleges that Ichor, its directors and certain of its officers,
Ichor's former parent company and the underwriters of Ichor's initial public
offering issued or participated in issuing a registration statement and
prospectus which contained material misstatements or omissions, which were
relied upon by the plaintiff. The Klein action has been certified as a class
action on behalf of all purchasers of Ichor's common stock from February 9,
1995 through May 23, 1995 and the plaintiff is seeking either the recission
of any agreement with respect to the purchase of shares of common stock by
members of the class or statutory damages, as well as interest, attorneys'
fees and other costs and expenses.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
7
8
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Market Information. The Corporation's common stock is quoted on the
NASD OTC Bulletin Board under the symbol "LGIC". The following table sets
forth the quarterly high and low sales price per share of the Corporation's
common stock for the periods indicated:
Fiscal Quarter Ended High Low
- -------------------- ---- ---
1996
- ----
March 31 $ 0.75 $ 0.38
June 30 0.50 0.25
September 30 0.38 0.13
December 31 0.30 0.25
1997
- ----
March 31 0.32 0.25
June 30 0.35 0.25
September 30 0.38 0.25
December 31 0.38 0.13
(b) Shareholders. At March 24, 1998, the Corporation had approximately
1,679 holders of record of its common stock.
(c) Dividends. The Corporation has not paid any dividends on its common
stock and does not anticipate that it will pay any dividends in the future.
8
9
ITEM 6. SELECTED FINANCIAL DATA
The following table reflects selected consolidated financial data for the
Corporation for each of its last four fiscal years. The Corporation
commenced operations in April 1994.
For the Year Ended December 31,
-------------------------------------------------
1997 1996(1) 1995(2) 1994
---------- ---------- ---------- ----------
(Dollars in thousands, except per share amounts)
OPERATING DATA
Sales of real estate $ 3,250 $ 3,627 $ - $ 2,110
Other income 252 191 93 92
General and
administrative expenses 1,166 847 1,120 543
Interest expense 949 325 808 710
Income (loss) from
continuing operations 411 (5) (3,313) (520)
Net (loss) income (2,618) 252 (2,337) (520)
COMMON SHARE DATA(3)
Income (loss) from
continuing operations
per common share 0.01 (0.03) (0.51) (0.13)
Net (loss) income per
common share (0.27) 0.01 (0.36) (0.13)
Weighted average common
shares outstanding (in
thousands) 10,838 6,862 6,513 4,096
BALANCE SHEET DATA
Working capital 3,774 7,162 3,896 5,489
Total assets 15,760 19,315 9,907 13,042
Long-term obligations 646 327 646 -
Total stockholders' equity 9,392 12,249 3,524 5,489
- -------------------
(1) Includes an extraordinary item related to the early extinguishment of
debt totaling $257,000 ($0.04 per common share).
(2) Includes an extraordinary item related to the early extinguishment of
debt totaling $976,000 ($0.15 per common share).
(3) Basic and diluted common share data is the same.
9
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and
financial condition of the Corporation for the years ended December 31, 1997,
1996 and 1995, respectively, should be read in conjunction with the
Corporation's audited consolidated financial statements and related notes
included elsewhere herein.
Ichor's results of operations, assets and liabilities for the year ended
December 31, 1997 have been included in the Corporation's financial
statements. As Ichor sold its environmental remediation services business in
April 1997 and the McCook Facility in December 1997, these operations have
been accounted for as discontinued operations for the year ended December 31,
1997.
Results of Operations for the Year Ended December 31, 1997 Compared to the
- --------------------------------------------------------------------------
Year Ended December 31, 1996
- -----------------------------
Revenues for the year ended December 31, 1997 decreased to $3.5 million from
$3.8 million for the year ended December 31, 1996, as a result of a reduction
in the sale of real estate.
Costs and expenses for the year ended December 31, 1997 increased to $4.1
million from $3.8 million in the comparable period of 1996, primarily as a
result of the inclusion of Ichor's results of operations for the year ended
December 31, 1997. General and administrative expenses increased to $1.2
million in the year ended December 31, 1997 from $0.8 million in the
comparable period of 1996. The Corporation's interest expense increased to
$0.9 million in the year ended December 31, 1997 from $0.3 million in the
year ended December 31, 1996. The cost of real estate sold and related
selling costs decreased to $1.9 million in the year ended December 31, 1997,
from $2.4 million in the comparable period of 1996, primarily as a result of
a reduction in the sale of real estate.
The Corporation reported income from continuing operations of $0.4 million in
the year ended December 31, 1997, compared to a loss of $5,000 in the year
ended December 31, 1996.
In the year ended December 31, 1997, the Corporation reported a loss from
discontinued operations of $3.0 million. The Corporation reported a loss of
$1.2 million from the operation of the McCook Facility and a loss of $1.4
million from the sale of the facility in the year ended December 31, 1997.
The Corporation reported a loss from the operation of Ichor's environmental
remediation services operations of $0.4 million in the year ended December
31, 1997.
In the year ended December 31, 1996, the Corporation recognized an
extraordinary gain of $0.3 million from the transfer of real estate in
exchange for the extinguishment of debt.
The Corporation's net loss in the year ended December 31, 1997 was $2.6
million or $0.27 per share, compared to net income of $0.3 million or $0.01
per share in the year ended December 31, 1996.
10
11
Results of Operations for the Year Ended December 31, 1996 Compared to the
- --------------------------------------------------------------------------
Year Ended December 31, 1995
- ----------------------------
Revenues for the year ended December 31, 1996 increased to $3.8 million from
$93,000 for the year ended December 31, 1995, primarily as a result of the
sale of real estate for proceeds of $3.6 million and a gain of $0.2 million
from the sale of securities.
Costs and expenses for the year ended December 31, 1996 increased to $3.8
million from $3.4 million in the comparable period of 1995, primarily as a
result of the cost of real estate sold and related selling costs, which
totalled $2.4 million. In the period ended December 31, 1996, the
Corporation had a write-down of property of $0.2 million, compared to $1.5
million in the comparative period of 1995. Interest expense in the year ended
December 31, 1996 decreased to $0.3 million from $0.8 million in the same
period of 1995, as a result of reduced indebtedness during most of the year.
General and administrative expenses decreased to $0.8 million in the year
ended December 31, 1996 from $1.1 million in the comparative period of 1995,
primarily as a result of reduced real estate taxes and loan extension fees in
the year ended December 31, 1996.
In the year ended December 31, 1996, the Corporation transferred 10 real
estate lots to lenders in exchange for the extinguishment of indebtedness
totaling $1.7 million which resulted in the Corporation recognizing an
extraordinary gain of $0.3 million. The Corporation recognized an
extraordinary gain of $1.0 million in the comparative period of 1995.
The Corporation had net income of $0.3 million or $0.01 per share in the year
ended December 31, 1996, compared to a net loss of $2.3 million or $0.36 per
share in the year ended December 31, 1995.
Liquidity and Capital Resources
- -------------------------------
The Corporation had cash of $0.5 million at December 31, 1997, compared to
$0.8 million at December 31, 1996. At December 31, 1997, Ichor was funded in
the amount of $3.0 million under two agreements with Sirrom Environmental
Funding, LLC which enabled Ichor to fund amounts billed and outstanding under
certain Florida State rehabilitation programs at the rate of prime plus 2%
and 3%, respectively. At December 31, 1997, the Corporation had $0.6 million
held in escrow in respect of these agreements, compared to $1.3 million at
December 31, 1996.
Net cash provided by operating activities was $0.8 million in the year ended
December 31, 1997, compared to $1.5 million in the comparable period of 1996.
An increase in accounts and notes receivable used cash of $2.2 million in the
year ended December 31, 1997, compared to $0.4 million in the year ended
December 31, 1996. Amounts advanced by affiliates provided cash of $1.2
million in the year ended December 31, 1997. In the year ended December 31,
1997, a decrease in cash held in escrow provided cash of $0.6 million. A
decrease in accounts payable used cash of $0.5 million in the year ended
December 31, 1997, compared to $6,000 in the year ended December 31, 1996.
Investing activities did not use or provide cash in the year ended December
31, 1997. Investing activities used cash of $8.4 million in the year ended
December 31, 1996.
11
12
Financing activities used cash of $1.2 million in the year ended December 31,
1997, compared to providing cash of $7.5 million in the year ended December
31, 1996. A net decrease in indebtedness used cash of $1.0 million in both the
year ended December 31, 1997 and 1996, respectively. The Corporation paid
$0.2 million in dividends on its preferred stock in 1997. As at December 31,
1997, the Corporation had settled a receivable from Ichor of approximately
$1.4 million in consideration of the issuance of 142,500 shares of 5%
Cumulative Redeemable Convertible Preferred Stock, Series 1 of Ichor.
At December 31, 1997, the Corporation had $1.2 million in outstanding notes
which are secured by deeds of trust on a portion of the Corporation's real
estate assets and are non-recourse to the Corporation. Pursuant to such deeds
of trust, the Corporation is obligated to make property tax and assessment
payments on the secured properties on a timely basis. In the year ended
December 31, 1997, two notes which were previously in default were
refinanced. At December 31, 1997, one loan in the amount of $0.8 million was
in default.
In the year ended December 31, 1997, the Corporation paid all outstanding
principal and interest due to the holder of a $0.6 million note secured by
56.6 acres of the Corporation's property. As a result, a legal foreclosure
action relating to the property was settled.
At December 31, 1997, overdue real estate taxes on the Corporation's
properties amounted to $0.4 million. In addition, there is approximately
$0.1 million in assessments to local improvement districts ("LIDs") which are
overdue. Certain of the Corporation's properties are subject to overdue LIDs
and property taxes. Overdue real estate taxes and LIDs accrue interest at
approximately 12% per annum. Under Washington State law, if real estate
taxes or LIDs remain delinquent for three years, the governing jurisdiction
can commence foreclosure proceedings against the property. The Corporation
anticipates that for the foreseeable future it will permit real estate taxes
to remain overdue, but may pay such taxes and LIDs as are necessary to
prevent foreclosure proceedings from occurring. No non-judicial or judicial
foreclosure actions have been commenced as a result of the Corporation's
failure to make property tax or assessment payments on a timely basis.
12
13
The following table summarizes the repayment schedule of the Corporation's
debt obligations, LIDs and unpaid property taxes at December 31, 1997:
Year Ending Dollars in
December 31, Thousands
----------- ----------
1998 2,136
1999 401
2000 41
2001 41
2002 41
Thereafter 122
----------
$ 2,782
==========
The Corporation has no commitments for capital expenditures in relation to
its undeveloped real estate, although it may need to provide funds for pre-
development work on certain parcels in order to enhance their marketability
and sale value. Based upon appraisals prepared for the Corporation, the
Corporation believes that the value of its undeveloped real estate assets
substantially exceeds the amount of indebtedness related thereto. All of the
Corporation's real estate assets are undeveloped, which makes the appraisal
process inherently less certain than with developed properties.
The Corporation continues to seek controlling interests in operating
businesses as opportunities arise. The Corporation anticipates that it may
require substantial capital to pursue any such opportunities and anticipates
that such capital will be provided through the sale or exchange of assets, or
through debt or equity financing.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary data required with
respect to this Item 8, and as identified in Item 14 of this annual report,
are included in this annual report commencing on page 16.
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 REGISTRANT
Incorporated by reference from the Corporation's definitive proxy statement
to be filed within 120 days of the end of the Corporation's fiscal year.
13
14
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the Corporation's definitive proxy statement
to be filed within 120 days of the end of the Corporation's fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Incorporated by reference from the Corporation's definitive proxy statement
to be filed within 120 days of the end of the Corporation's fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the Corporation's definitive proxy statement
to be filed within 120 days of the end of the Corporation's fiscal year.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) (1) Index to Financial Statements
-----------------------------
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Financial Statements
(2) List of Exhibits
----------------
3.1 Articles of Incorporation.(1)
3.2 Amendment to Articles of Incorporation dated November 5, 1993.(1)
3.3 Amendment to Articles of Incorporation dated April 22, 1994.(1)
3.4 Amendment to Articles of Incorporation dated April 14, 1995.(1)
3.5 Amendment to Articles of Incorporation dated July 10, 1996.(2)
3.6 Bylaws.(1)
10.1 Revolving Credit Agreement between EHP Finco Ltd. and the
Corporation.(1)
10.2 1994 Employee Incentive Plan.(1)
10.3 Executive Employment Agreement between the Corporation and Mr.
Smith.(1)
14
15
10.4 Subscription Agreement between the Corporation and Drummond
Financial Corporation (formerly CVD Financial Corporation) dated
June 20, 1996.(2)
10.5 Subscription Agreement between the Corporation and MFC Bancorp Ltd.
(formerly Arbatax International Inc.) dated December 2, 1996.
Incorporated by reference to the Schedule 13D/A with respect to
shares of the Corporation dated December 16, 1996.
10.6 Assignment Agreement between the Corporation and MFC Bancorp Ltd.
dated December 2, 1996.(3)
10.7 Purchase and Sale Agreement between the Corporation and ICHOR
Corporation dated December 13, 1996.(3)
10.8 Debt Settlement Agreement between the Corporation and ICHOR
Corporation dated September 30, 1997.(4)
10.9 Debt Settlement Agreement between the Corporation and ICHOR
Corporation dated February 20, 1998.(4)
21 List of Subsidiaries of the Registrant.
27 Article 5 - Financial Data Schedule for the year ended December 31,
1997.
------------------
(1) Incorporated by reference to the Corporation's Registration
Statement on Form 10-SB.
(2) Incorporated by reference to the Corporation's Form 8-K dated June
27, 1996.
(3) Incorporated by reference to the Corporation's Form 8-K dated
December 18, 1996.
(4) Incorporated by reference to the Schedule 13D/A with respect to
shares of Ichor dated March 13, 1998.
(b) Reports on Form 8-K
-------------------
None.
15
16
- -----------------------------------------------------------------------------
PETERSON SULLIVAN P.L.L.C.
601 UNION STREET SUITE 2300 SEATTLE WA 98101 (206) 382 7777 FAX 382-7700
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Shareholders
Logan International Corp.
We have audited the accompanying consolidated balance sheets of Logan
International Corp. and subsidiaries as of December 31, 1997 and 1996, and
the related statements of operations, changes in shareholders' equity, and
cash flows for the years ended December 31, 1997, 1996 and 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
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
from 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 provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Logan
International Corp. and subsidiaries, as of December 31, 1997 and 1996, and
the results of their operations and their cash flows for the years ended
December 31, 1997, 1996 and 1995, in conformity with generally accepted
accounting principles.
/s/ Peterson Sullivan P.L.L.C.
February 28, 1998
Seattle, Washington
16
17
LOGAN INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
(In Thousands of Dollars)
ASSETS 1997 1996
-------- --------
Cash $ 452 $ 809
Cash held in escrow 617 1,254
Accounts receivable, less allowance for doubtful
accounts of $562 in 1997 and $690 in 1996 2,417 829
Investment - 625
Note receivable 680 -
Real estate held for development and sale 4,544 6,086
Other assets 36 588
Net assets of discontinued environmental remediation
services segment - 71
Net assets of discontinued waste oil recycling facility - 2,652
-------- --------
Total current assets 8,746 12,914
Investments 7,014 6,401
-------- --------
$ 15,760 $ 19,315
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable $ 327 $ 790
Accrued liabilities 641 799
Due to affiliates 1,868 683
Debt 2,136 3,480
-------- --------
Total current liabilities 4,972 5,752
Long-Term Debt 646 327
-------- --------
Total liabilities 5,618 6,079
Minority interest 750 987
Shareholders' equity
Preferred stock, Series B, $.01 par value,
100,000 shares authorized, 60,000 issued and
outstanding at December 31, 1997 and 1996 1 1
Common stock, $.01 par value, 100,000,000 shares
authorized, 10,837,808 issued and outstanding
at December 31, 1997 and 1996 108 108
Additional paid-in capital 14,673 14,673
Net unrealized gain on investment valuation 6 72
Retained deficit (5,396) (2,605)
-------- --------
9,392 12,249
-------- --------
$ 15,760 $ 19,315
======== ========
The accompanying notes are an integral part of these financial statements.
17
18
LOGAN INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997, 1996 and 1995
(In Thousands of Dollars, Except Earning Per Share)
1997 1996 1995
-------- -------- --------
Revenue
Sales of real estate $ 3,250 $ 3,627 $ -
Other 252 191 93
-------- -------- --------
3,502 3,818 93
Costs and expenses
Cost of real estate sold and related
selling costs 1,944 2,446 -
General and administrative 1,166 847 1,120
Writedown of real estate - 205 1,478
Interest 949 325 808
-------- -------- --------
4,059 3,823 3,406
-------- -------- --------
Loss from continuing operations before
minority interest and discontinued operations (557) (5) (3,313)
Minority interest 968 - -
-------- -------- --------
Income (loss) from continuing operations 411 (5) (3,313)
Discontinued operations (any tax benefits
from losses are fully reserved)
Loss from operation of environmental
remediation services segment (430) - -
Loss from operation of waste oil recycling
facility (1,224) - -
Loss on sale of waste oil recycling
facility (1,375) - -
-------- -------- --------
Loss from discontinued operations (3,029) - -
-------- -------- --------
Loss before extraordinary item (2,618) (5) (3,313)
Extraordinary item, gain on extinguishment
of debt (no tax is provided because of
available net operating losses) - 257 976
-------- -------- --------
Net income (loss) $ (2,618) $ 252 $ (2,337)
======== ======== ========
Basic earnings (loss) per common share
Income (loss) from continuing operations $ .01 $ (.03) $ (.51)
Discontinued operations (.28) - -
Extraordinary item - .04 .15
-------- -------- --------
Net income (loss) $ (.27) $ .01 $ (.36)
======== ======== ========
The accompanying notes are an integral part of these financial statements.
18
19
LOGAN INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1997, 1996 and 1995
(In Thousands of Dollars)
Number of Net Unrealized
Number of Preferred Preferred Additional Gain on
Common Shares Shares Common Paid-in Retained Investment
Shares Series B Series B Shares Capital Deficit Valuation Total
---------- --------- --------- ------ ---------- -------- ----------- -------
Balance at December 31, 1994 6,469,875 - $ - $ 65 $ 5,944 $ (520) $ - $ 5,489
Common shares issued in
exchange for debt 50,851 - - - 276 - - 276
Net unrealized gain on
investment valuation - - - - - - 96 96
Net loss for the year - - - - - (2,337) - (2,337)
---------- --------- --------- ------ ---------- -------- ----------- -------
Balance at December 31, 1995 6,520,726 - - 65 6,220 (2,857) 96 3,524
Sale of preferred shares - 60,000 1 - 5,999 - - 6,000
Sale of common shares 4,217,082 - - 42 2,405 - - 2,447
Shares issued on debt
modification 100,000 - - 1 49 - - 50
Net unrealized loss on
investment valuation - - - - - - (24) (24)
Net income for the year - - - - - 252 - 252
---------- --------- --------- ------ ---------- -------- ----------- -------
Balance at December 31, 1996 10,837,808 60,000 1 108 14,673 (2,605) 72 12,249
Net unrealized loss on
investment valuation - - - - - - (66) (66)
Net loss for the year - - - - - (2,618) - (2,618)
Dividend - - - - - (173) - (173)
---------- --------- --------- ------ ---------- -------- ----------- -------
Balance at December 31, 1997 10,837,808 60,000 $ 1 $ 108 $ 14,673 $ (5,396) $ 6 $ 9,392
========== ========= ========= ====== ========== ======== =========== =======
The accompanying notes are an integral part of these financial statements.
19
20
LOGAN INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997, 1996 and 1995
(In Thousands of Dollars)
1997 1996 1995
-------- -------- --------
Cash Flows from Operating Activities
Net income (loss) $ (2,618) $ 252 $ (2,337)
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities
Gain on sale of available-for-sale
securities - (175) (66)
Extension fee - - 268
Extraordinary item - (257) (976)
Real estate writedowns - 205 1,478
Decrease in cash held in escrow 637 - -
Decrease in real estate held for
development and sale 1,542 1,796 -
Increase in accounts and notes receivable (2,247) (417) -
Increase (decrease) in accounts payable (463) (6) 818
Decrease in accrued liabilities (158) - -
Increase in amount due to affiliates 1,185 - -
Decrease in minority interest (237) - -
Net assets of discontinued segments 2,723 - -
Other 477 68 295
-------- -------- --------
Net cash provided by (used in)
operating activities 841 1,466 (520)
Cash Flows from Investing Activities
Purchases of investments - (9,341) (1,072)
Acquisition of subsidiary, net of
cash acquired - 628 -
Proceeds from the sale of
available-for-sale securities - 313 959
-------- -------- --------
Net cash used in investing activities - (8,400) (113)
Cash Flows from Financing Activities
Proceeds from debt 2,180 104 2,463
Payment of debt (3,205) (1,069) (1,741)
Proceeds from common stock issuance - 2,447 -
Proceeds from preferred stock issuance - 6,000 -
Dividend (173) - -
-------- -------- --------
Net cash provided by (used in)
financing activities (1,198) 7,482 722
-------- -------- --------
Net increase (decrease) in cash (357) 548 89
Cash, beginning of year 809 261 172
-------- -------- --------
Cash, end of year $ 452 $ 809 $ 261
======== ======== ========
The accompanying notes are an integral part of these financial statements.
20
21
NOTES TO FINANCIAL STATEMENTS
(In Thousands of Dollars)
Note 1. Nature of Operations and Significant Accounting Policies
Nature of Operations
- --------------------
Logan International Corp. ("the Company") is in the financial services
industry which includes investments in real estate. The Company is a 69% -
owned subsidiary of MFC Bancorp Ltd. ("MFC").
Use of Estimates
- ----------------
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.
Cash
- ----
Cash balances are occasionally in excess of federally insured amounts. Cash
held in escrow represents amounts which are subject to withdrawal
restrictions and principally relate to a credit arrangement of a subsidiary.
This cash is expected to be released in 1998.
Investments
- -----------
The Company has classified certain of its investments as available-for-sale
securities or trading securities which are stated at their fair values. Any
unrealized holding gains or losses of available-for-sale securities are
reported as a separate component of shareholders' equity until realized and,
for trading securities any unrealized holding gains or losses are included in
results of operations. If a loss in value in available-for-sale securities is
considered to be other than temporary, it is recognized in the determination
of net income. Cost is based on the specific identification method to
determine realized gains or losses.
Real Estate Held For Development and Sale
- -----------------------------------------
Real estate held for development and sale is stated at the lower of cost or
net realizable value as determined by management based on current market
conditions in the same geographic region. This resulted in real estate
holdings being written down by $205 in 1996 and $1,478 in 1995. The
Company's real estate is treated as inventory which is to be disposed of in
the near-term and is, therefore, classified as a current asset.
21
22
Note 1. (Continued)
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany accounts and transactions
have been eliminated. Unless otherwise stated, all notes to financial
statements relate to continuing operations.
Environmental Conservation
- --------------------------
Liabilities for environmental conservation are recorded when it is probable
that obligations have been incurred and the amounts can be reasonably
estimated. Any potential recoveries of such liabilities are to be recorded
when there is an agreement with a reimbursing entity.
Stock-Based Compensation
- ------------------------
The Company has no stock option plan, however one of its subsidiaries, Ichor
Corporation ("Ichor") does. Statement of Financial Accounting Standards No.
123 ("FAS 123"), "Accounting for Stock-Based Compensation," encourages,
but does not require, companies to record compensation cost for stock-based
employee compensation plans at fair value. Ichor has chosen to account for
stock-based compensation using Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees." Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the subsidiary's stock at the date of the grant over
the amount an employee is required to pay for the stock. There was no
compensation expense under APB 25. Further, there is no proforma effect on
income because of FAS 123. Therefore, no disclosures with respect to Ichor's
plans are included in the notes to these consolidated financial statements.
Taxes on Income
- ---------------
The Company accounts for income taxes under an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for
expected future tax consequences of events that have been recognized in the
Company's financial statements or tax returns. In estimating future tax
consequences, the Company generally considers all expected future events
other than enactments of changes in the tax laws or rates.
Earnings Per Share
- ------------------
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS
128"). Under FAS 128, basic and diluted earnings per share are to be
presented. Basic earnings per share is computed by dividing income available
to common shareholders by the weighted average number of common shares
outstanding in the period. Diluted earnings per share takes into
consideration common shares outstanding (computed under basic earnings per
share) and potentially dilutive common shares. FAS
22
23
Note 1. (Continued)
128 is effective for interim and annual financial statements ending after
December 15, 1997. The weighted average number of shares outstanding was
10,837,808, 6,862,348 and 6,512,950 for the years ended December 31, 1997,
1996 and 1995, respectively. The adoption of FAS 128 resulted in a
restatement of the Company's earnings per share in prior periods. The loss
from continuing operations to compute the amount attributable to common
shareholders includes the recognition of preferred stock dividends of $300
and $173 for the years ended December 31, 1997 and 1996, respectively.
Affiliate Transactions
- ----------------------
At December 31, 1997, due to affiliates included $1,088 to MFC for advances
and a $780 advance to Ichor from another MFC subsidiary. These are expected
to be paid in the near-term. At December 31, 1996, a $420 advance from an
affiliate was paid in 1997 and the remaining $263 was on an open account to
MFC for reimbursement of expenses.
New Accounting Standards
- ------------------------
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income," is effective for years beginning after December 15, 1997. The
primary objective of this statement is to report and disclose a measure
("Comprehensive Income") of all changes in equity of a company that result
from transactions and other economic events of the period other than
transactions with owners. The Corporation does not anticipate that the
statement will have a significant impact on its financial statements.
Statement of Financial Accounting Standards No. 131, "Disclosure About
Segments of an Enterprise and Related Information," is effective for years
beginning after December 15, 1997. This statement requires use of the
"management approach" model for segment reporting. The management approach
model is based on the way a company's management organizes segments within
the company for making operating decisions and assessing performance.
Reportable segments are based on products and services, geography, legal
structure, management structure, or any other manner in which management
disaggregates a company. The Corporation does not anticipate that the
adoption of the statement will have a significant impact on its financial
statements other than potentially providing more financial statement
disclosures.
23
24
Note 1. (Continued)
Statement of Financial Standards No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits," standardizes the disclosure
requirements for pensions and other postretirement benefits. This statement
requires additional information on changes in benefit obligations and fair
values of plan assets. It revises prior standards and is effective for years
beginning after December 15, 1997. Because the Company does not currently
have any significant employee benefit plans nor intends to initiate any in
the near-term, there should not be an impact on its financial statements.
Reclassifications
- -----------------
Reclassifications have been made to the prior year financial statements to
combine the assets of discontinued operations and net these assets with the
related liabilities. Also, certain other reclassifications have been made to
the prior year financial statements to conform with the current year
presentation.
Note 2. Discontinued Operations
During December 1996, the Company acquired a 50.3% interest in Ichor for
$2,425 which included 2.5 million shares valued at $1,000 plus a promissory
note in the amount of $1,425. The cost approximated the fair market value of
the net assets acquired. Ichor was involved in providing remediation
services to the public and private sectors, and operating a recycling waste
oil facility. The acquisition was accounted for under the purchase method.
Another subsidiary of MFC owns 29.6% of Ichor. Since the Company acquired
Ichor in late 1996, its results of operations for 1996 have not been included
in these consolidated financial statements.
Ichor sold its remediation services segment effective April 30, 1997, and its
recycling waste oil facility December 23, 1997. Both segments have been
accounted for as discontinued operations in 1997.
The remediation services segment was sold for $147 cash. As part of the sale
transaction, Ichor retained cash, accounts receivable, accounts payable and
other accrued liabilities that were associated with the segment. Revenue
from this segment was $748 during 1997.
The recycling waste oil facility assets sold for $320 cash and a note for
$680 which is due December 23, 1998, at 2.5% and is secured by a letter of
credit. Since the note is due in 1998 no interest was imputed and its fair
value is estimated at $680. The recycling waste oil facility had $2,582 (68%
to two major customers) in revenue during 1997.
Ichor is currently negotiating a transaction to acquire a business or
operating assets from a European company that manufactures machine tools.
24
25
Note 3. Investments
The Company had an investment in a unit trust at December 31, 1996, which was
classified as a trading security. There was no unrealized gain or loss in
this investment at December 31, 1996. There were no trading securities at
either December 31, 1997 or 1995.
The Company also has investments in available-for-sale securities which have
been classified as long-term at December 31, 1997, 1996 and 1995. These
securities may be summarized as follows:
1997 1996 1995
-------- -------- --------
Proceeds from sales $ - $ 313 $ 959
Realized gains - 175 66
Fair value of securities at December 31 814 201 275
Cost of securities at December 31 808 129 179
Unrealized gain in shareholders' equity at
December 31 6 72 96
Included in long-term investments are 82,200 MFC Class A Preferred Shares,
Series 1, carried at their cost of $6,200. These shares are convertible,
have an annual dividend rate of $3.65 per share, are redeemable at any time
and are retractable after five years of issuance subject to certain
conditions. The shares are redeemable and retractable at $70.00 per share
plus any accrued and unpaid dividends. The shares are convertible at $3.65
per share of common stock for the first year and then at $.18 increments each
through the fifth year with no adjustment thereafter. The Company received
$172 in dividends in 1997 on these shares.
25
26
Note 4. Debt
1997 1996
-------- --------
Nonrecourse notes payable collateralized by real estate:
Interest at 15%; due June 1, 1999 ($415 was provided
by a MFC subsidiary), in default $ 830 $ -
Interest at 15%; due March 1, 1999 360 -
Interest at 13%; paid in 1997 - 240
Interest at 12%; paid in 1997 - 555
Interest at 15.5%; paid in 1997 - 360
Amounts due to an insurance company in monthly
installments of $38. No interest is charged on this debt.
No interest has been imputed since the amount is not
material. Payments are in arrears so the entire balance is
considered due 757 945
Other 10 10
-------- --------
1,957 2,110
Less current portion (1,597) (2,110)
-------- --------
$ 360 $ -
======== ========
At December 31, 1996, the Company had borrowed $498 on a line of credit from
a lender. The lender was purchased by MFC on January 1, 1997, and was paid
in full on January 10, 1997. The lender holds a warrant to purchase 125,000
shares of the Company's stock at $.50 per share by December 31, 2000. The
warrants were priced in excess of the average trading price of the Company's
shares in 1997.
In addition to notes payable, the Company also has assessments due to local
improvement districts ("LID") and unpaid property taxes which are priority
liens on real estate. LID assessments payable are summarized as follows:
1997 1996
-------- --------
LID, interest at 9%; payable in annual installments of $41
plus interest $ 327 $ 368
LID, interest at 7.75%; payable $68 in March 1997 and in
annual installments of $13 plus interest thereafter 126 163
-------- --------
$ 453 $ 531
======== ========
26
27
Note 4. (Continued)
Property taxes in the amount of $372 and $668 were not paid as of December
31, 1997 and 1996, respectively. These amounts along with the current
portions of notes payable and LID assessments payable have been combined and
are classified as current liabilities.
As of December 31, 1997, the principal maturities of debt are as follows:
1998 $ 2,136
1999 401
2000 41
2001 41
2002 41
Thereafter 122
------------
$ 2,782
============
Based on borrowing rates available to the Company for debt with similar terms
and average maturities, management believes that the fair value of the
Company's debt approximates the amounts disclosed in this note.
Note 5. Preferred Stock
The Company's Preferred Shares, Series B are voting and require that
dividends be paid annually at 5% in arrears on December 31 (amounting to
approximately $300 at December 31, 1997). Should dividends not be paid as
required, interest at 8% is to be accrued on the unpaid amount. The Company
may redeem these shares at any time at an aggregate price which includes all
unpaid dividends, accrued interest and a redemption premium of 10% based on
the amount paid for the shares. Upon liquidation, these shares are entitled
to receive the same amounts as redemption in priority to the common or other
shares. As long as any of the Preferred Shares, Series B remain outstanding,
the Company cannot pay dividends on common or other junior shares, redeem
less than all of these shares or issue additional preferred stock unless all
unpaid dividends including interest have been paid. In any event, no shares
may be issued in priority to the Preferred Shares, Series B shares without
their approval. The Company sold 60,000 of these shares to a subsidiary of
MFC for $6,000 during 1996.
27
28
Note 6. Income Tax
The Company and Ichor file separate income tax returns. The reconciliation
of income tax from continuing operations computed at the U.S. federal
statutory rate to the Company's effective tax for years ended December 31 is
as follows:
1997 1996 1995
---------- ---------- ----------
Tax at U.S. statutory rate $ 139 $ - $ (1,126)
Minority interest (329) - -
Valuation allowance 213 - 1,084
Other (23) - 42
---------- ---------- ----------
$ - $ - $ -
========== ========== ==========
The significant components of the Company's deferred tax assets are as
follows:
1997 1996
---------- ----------
Available net operating loss carryforwards $ 3,654 $ 2,411
Tax basis in real estate acquired in excess
of carrying value 457 457
---------- ----------
4,111 2,868
Valuation allowance (4,111) (2,868)
---------- ----------
Net deferred tax assets $ - $ -
========== ==========
The Company's net operating loss carryforwards of $1,946 will expire in the
years ending December 31, 2010 and 2011 at $251 and $1,695, respectively.
The utilization of these losses is limited to approximately $1,245 because of
a change in ownership in a prior year.
Ichor has approximately $8,800 and $4,600 in loss carryforwards at December
31, 1997 and 1996, respectively. These loss carryforwards will expire in
years ending 2011.
Note 7. Real Estate Transactions
In November 1997, the Company entered into an option agreement to sell
approximately 46 acres out of a larger parcel of real estate held for sale.
In exchange for a deposit of $50, the potential purchaser has an option to
acquire the property for approximately $7,300 prior to August 31, 1998. The
agreement may be extended an additional ninety days on the payment of a $25
extension fee.
During 1996, the Company together with MFC sold to a third party one of the
Company's subsidiaries which has as its only asset a parcel of real estate.
The carrying value of the real estate
28
29
Note 7. (Continued)
was $1,250. The shares of the subsidiary were sold for a total of $3,340.
The proceeds were shared equally between the Company and MFC resulting in a
profit of $417 to the Company. The property had environmental problems which
made it difficult to develop or sell, however, MFC was able to facilitate the
sale to a foreign purchaser. Under the circumstances, the Company and MFC
agreed to the sharing of income from the sale. A cash downpayment of $1,752
was made of which the Company received $1,250 and the remaining amount is due
in September 1998. The Company has included its balance of $417 in accounts
receivable. The receivable states no rate of interest and is collateralized
by the real estate parcel sold. Management estimates that the fair value of
this receivable approximates carrying value based on similar transactions in
the industry involving this type of property.
Note 8. Credit Arrangements
Ichor had two credit arrangements with the same company which provided
funding for certain of its remediation activities in Florida during prior
years. Receivables relating to a state-sponsored remediation program were
financed at 100%. Any outstanding balances under these credit arrangements
are to be repaid as the financed receivables are collected. Under one of the
arrangements, Ichor has outstanding balances of $358 and $750 at December 31,
1997 and 1996, respectively, with interest accruing at 2% above the prime
rate.
The amounts outstanding under the second arrangement were $2,605 and $4,000
at December 31, 1997 and 1996, respectively. In connection with obtaining
this financing, Ichor issued to the creditor a warrant to purchase 100,000
shares of its common stock at an exercise price of $1.37 per share. The
warrant will expire on January 1, 1999 and Ichor recorded $50 as the market
value of the warrant during the year ended January 31, 1996. The interest
rate on the outstanding balance under the arrangement is the prime rate plus
3%. Both arrangements require that Ichor deposit a portion of the borrowings
into an escrow account to cover potential nonpayment of receivable balances.
The total amounts deposited were $617 and $1,254 at December 31, 1997 and
1996, respectively.
Since 1996, no additional advances have been allowed under either
arrangement.
Note 9. Commitments and Contingencies
In prior years, Ichor performed services as a subcontractor to companies with
respect to remediation work performed in Florida. As a result, at December
31, 1997 and 1996, Ichor had unsecured receivables from private contracts
amounting to $740 and $771, respectively. For subcontracted services Ichor
provided under state-sponsored programs, Ichor has indemnified the prime
contractors $1,711 and $4,596 at December 31, 1997 and 1996, respectively,
for amounts which may not be paid by the state. Potential future losses
associated with these indemnifications have been estimated by management and
have been provided as part of the allowance for doubtful accounts.
29
30
Note 9. (Continued)
Ichor was named as a defendant in a purported class action lawsuit filed in
U.S. Federal Court involving all persons and entities who purchased Ichor's
common stock from February 9, 1995, the effective date of the initial public
offering, through May 23, 1995. The plaintiff is seeking recision for the
purchase of shares of common stock by members of the purported class or
statutory damages, as well as interest, attorneys' fees and other costs and
expenses. Ichor believes that the plaintiff's allegations are without merit
or that there are meritorious defenses, and intends to defend the action
vigorously. However, if the plaintiff is successful, it may have an adverse
effect on Ichor. No liability has been recorded in connection with this
lawsuit.
No claims have been made against Ichor with respect to any environmental
liabilities which may have been caused by the waste oil recycling facility.
However, if claims were to be made in the future, and were not paid by the
current or future owners of the facility (or other responsible parties),
Ichor could be deemed a responsible party and could potentially be liable.
No liability has been recorded for potential environmental claims at December
31, 1997.
Note 10. Supplementary Disclosures with Respect to the Statement of Cash
Flows
Cash paid for interest during the years ended December 31, 1997, 1996 and
1995, was $598, $32 and $145, respectively.
Significant noncash transactions in 1997:
1. Ichor received a $680 note as a part of the sale of its waste oil
recycling facility.
2. A subsidiary of MFC converted $750 of debt due from Ichor into 75,000
shares of Ichor's preferred stock which is reflected as minority interest
at December 31, 1997.
Significant noncash transactions in 1996 included:
1. The Company transferred parcels of land to a lender in exchange for
extinguishment of debt of $1,196. An extraordinary gain of $257 was
recognized as a result of this transaction. In addition, the Company
transferred a parcel of land to a lender in exchange for extinguishment of
debt of $511. No gain or loss was recognized as a result of this
transaction.
2. The Company exchanged a subsidiary of MFC in a transaction valued at
$2,425 for common stock and a note receivable from Ichor.
3. The waste oil recycling facility was acquired in satisfaction of a loan of
$2,425.
4. The Company issued 100,000 common shares at $.50 per share to a lender for
the release of a conversion right.
30
31
Note 10. (Continued)
Significant noncash transactions in 1995 included:
1. The Company transferred two parcels of land to lenders in exchange for
extinguishment of debt of $2,620. An extraordinary gain of $976 was
recognized on these transactions.
2. The Company exchanged 50,851 shares of common stock for debt of $276.
3. The Company transferred a parcel of land with a book value of $305 to a
lender to extend the due date of a loan. The transaction resulted in a
net extension fee amount of $268.
Note 11. Subsequent Event
In February 1998, Ichor sold 250,000 of convertible preferred shares to
affiliates and others for $2,500.
31
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LOGAN INTERNATIONAL CORP.
Date: March 25, 1998. By: /s/ Michael J. Smith
-------------------------------
Michael J. Smith
President, Chief Financial Officer,
and Director
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
Registrant and in the capacities and on the dates indicated.
/s/ Michael J. Smith
- -----------------------------------
Michael J. Smith
President, Chief Financial Officer,
Director Date: March 25, 1998
/s/ Leonard Petersen
- -----------------------------------
Leonard Petersen
Director Date: March 25, 1998
/s/ Roland Waldvogel
- -----------------------------------
Roland Waldvogel
Director Date: March 25, 1998
32
33
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
3.1 Articles of Incorporation.(1)
3.2 Amendment to Articles of Incorporation dated November 5, 1993.(1)
3.3 Amendment to Articles of Incorporation dated April 22, 1994.(1)
3.4 Amendment to Articles of Incorporation dated April 14, 1995.(1)
3.5 Amendment to Articles of Incorporation dated July 10, 1996.(2)
3.6 Bylaws.(1)
10.1 Revolving Credit Agreement between EHP Finco Ltd. and the
Corporation.(1)
10.2 1994 Employee Incentive Plan.(1)
10.3 Executive Employment Agreement between the Corporation and Mr. Smith.(1)
10.4 Subscription Agreement between the Corporation and Drummond
Financial Corporation (formerly CVD Financial Corporation) dated June
20, 1996.(2)
10.5 Subscription Agreement between the Corporation and MFC Bancorp Ltd.
(formerly Arbatax International Inc.) dated December 2, 1996.
Incorporated by reference to the Schedule 13D/A with respect to shares
of the Corporation dated December 16, 1996.
10.6 Assignment Agreement between the Corporation and MFC Bancorp Ltd.
dated December 2, 1996.(3)
10.7 Purchase and Sale Agreement between the Corporation and ICHOR
Corporation dated December 13, 1996.(3)
10.8 Debt Settlement Agreement between the Corporation and ICHOR
Corporation dated September 30, 1997.(4)
10.9 Debt Settlement Agreement between the Corporation and ICHOR
Corporation dated February 20, 1998.(4)
21 List of Subsidiaries of the Registrant.
27 Article 5 - Financial Data Schedule for the year ended
December 31, 1997.
- -----------------
(1) Incorporated by reference to the Corporation's Registration Statement
on Form 10-SB.
(2) Incorporated by reference to the Corporation's Form 8-K dated June 27,
1996.
(3) Incorporated by reference to the Corporation's Form 8-K dated December
18, 1996.
(4) Incorporated by reference to the Schedule 13D/A with respect to shares
of Ichor dated March 13, 1998.