UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 10-Q
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-6202-2
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Nord Resources Corporation
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(Exact name of registrant as specified in its charter)
Delaware 85-0212139
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
201 Third St., NW, Suite 1750, Albuquerque, NM 87102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (505) 766-9955
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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 twelve 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
--- ---
Common shares outstanding as of August 14, 1998: 21,905,488
NORD RESOURCES CORPORATION
AND SUBSIDIARIES
INDEX
PAGE
NUMBER
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PART I. FINANCIAL INFORMATION:
ITEM 1. Condensed Financial Statements:
Balance Sheets - June 30, 1998 and
December 31, 1997 3
Statements of Operations - Three and six months ended
June 30, 1998 and 1997 4
Statements of Cash Flows -
Six months ended June 30, 1998 and 1997 5
Notes to Condensed Financial Statements 6-10
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11-12
PART II. OTHER INFORMATION:
ITEM 1-3. Not Applicable
ITEM 4. Submission of Matters to a Vote of
Security Holders 13
ITEM 5. Not Applicable
ITEM 6. Exhibits and Reports on Form 8-K 13
PART 1. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
NORD RESOURCES CORPORATION AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
(Unaudited)
(In Thousands)
ASSETS
June 30, December 31,
1998 1997
---- ----
CURRENT ASSETS:
Cash and cash equivalents $ 8,173 $12,581
Restricted cash 5,547 --
Accounts receivable 83 29
Prepaid expenses 232 166
------- -------
TOTAL CURRENT ASSETS 14,035 12,776
INVESTMENTS IN AND ADVANCES TO SRL 27,435 34,649
INVESTMENTS IN AND ADVANCES TO AFFILIATES 6,224 6,369
PROPERTY, PLANT AND EQUIPMENT, net 195 150
OTHER ASSETS 5,931 6,150
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$53,820 $60,094
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------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 534 $ 93
Accrued expenses 219 869
Unearned revenue -- 1,500
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TOTAL CURRENT LIABILITIES 753 2,462
RETIREMENT BENEFITS 7,111 8,047
STOCKHOLDERS' EQUITY:
Common stock 219 219
Additional paid-in capital 78,108 78,100
Cumulative foreign currency
translation adjustment 281 281
Minimum pension liability (724) (724)
Accumulated deficit (31,928) (28,291)
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TOTAL STOCKHOLDERS' EQUITY 45,956 49,585
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$53,820 $60,094
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------- -------
See notes to condensed financial statements
3
NORD RESOURCES CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, Except Per Share Amounts)
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -------------------
1998 1997 1998 1997
GENERAL AND ADMINISTRATIVE EXPENSES $ (748) $(1,584) $(1,537) $(2,538)
OTHER INCOME (EXPENSE):
Interest income 196 336 414 609
Interest expense (21) (31) (53) (63)
Equity in net loss of affiliate (725) (2,752) (2,461) (4,362)
-------- -------- -------- --------
TOTAL OTHER INCOME (EXPENSE) (550) (2,447) (2,100) (3,816)
-------- -------- -------- --------
LOSS FROM CONTINUING OPERATIONS (1,298) (4,031) (3,637) (6,354)
GAIN FROM DISCONTINUED OPERATIONS -- 225 -- 225
-------- -------- -------- --------
NET LOSS $(1,298) $(3,806) $(3,637) $(6,129)
-------- -------- -------- --------
-------- -------- -------- --------
LOSS PER SHARE:
From continuing operations $ (.06) $ (.18) $ (.17) $ (.29)
From discontinued operations -- .01 -- .01
-------- -------- -------- --------
Net loss $ (.06) $ (.17) $ (.17) $ (.28)
-------- -------- -------- --------
-------- -------- -------- --------
WEIGHTED AVERAGE SHARES OUTSTANDING 21,905 21,854 21,905 21,847
-------- -------- -------- --------
-------- -------- -------- --------
See notes to condensed financial statements
4
NORD RESOURCES CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENTS OF
CASH FLOWS
(Unaudited)
(In Thousands)
Six Months Ended
June 30
--------------------
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,637) $(6,129)
Adjustments to reconcile net loss to
net cash (used in) operating activities:
Provision for retirement benefits (935) --
Changes in assets and liabilities (328) 88
Stock compensation 8 --
Gain from discontinued operations -- (225)
Depreciation and amortization 15 15
Equity in net loss of affiliate 2,461 4,362
Forgiveness of related party receivables 100 --
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Net cash (used in) operating activities (2,316) (1,889)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (60) (40)
Additions to (decrease in) other assets 119 (155)
Proceeds from sale of investments -- 2,619
Proceeds from sale of discontinued operations -- 9,453
Increase (decrease) in investment in SRL 3,487 (5,499)
(Decrease) in investments in and advances to affiliates (91) (2,539)
------- --------
Net cash provided by investing activities 3,455 3,839
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CASH FLOWS FROM FINANCING ACTIVITIES:
Stock option activity -- 85
Restricted cash and investments (5,547) --
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Net cash provided by (used in) financing activities (5,547) 85
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INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (4,408) 2,035
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 12,581 15,583
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CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 8,173 $17,618
------- --------
------- --------
See notes to condensed financial statements
5
NORD RESOURCES CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
1. FINANCIAL STATEMENTS
These interim financial statements are unaudited. In the opinion of
management, all adjustments, which consist of normal recurring accruals
necessary to present fairly the financial position and results of
operations for the interim periods presented, have been made. The results
shown for the three and six months ended June 30, 1998 are not necessarily
indicative of the results that may be expected for the entire year.
In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities". SFAS No. 133
establishes standards for derivative instruments, including certain
derivative instruments imbedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and
measure those instruments at fair value. This statement is effective for
all fiscal quarters of fiscal years beginning after June 15, 1999. The
Company has not yet determined the effect of SFAS No. 133 on its financial
statements but does not expect it to be significant.
The Accounting Standards Executive Committee ("AcSEC") of the AICPA has
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-Up Activities" effective for financial statements for fiscal years
beginning after December 31, 1998. SOP 98-5 requires that the costs of
start-up activities, including organization costs, be expensed as
incurred. The Company has not yet determined the effect of SOP 98-5 on
its financial statements but does not expect it to be significant.
The Company has adopted SFAS No. 129 "Disclosure of Information about
Capital Structure", which was effective for financial statements for
periods ending after December 15, 1997 and established standards for
disclosing information about an entity's capital structure. The adoption
of SFAS No. 129 had no significant effect on the Company's disclosures
about its capital structure.
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income",
which was effective for financial statements for periods beginning after
December 15, 1997 and established standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and
losses) in a full set of general-purpose financial statements. The
adoption of SFAS No. 130 had no impact on the Company's financial
statement presentation or related disclosures.
The Company has adopted SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information", which was effective for fiscal years
beginning after December 15, 1997 and established 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 issued to shareholders. It also establishes
standards for related disclosures about products and services, geographic
areas and major customers. The Company operates in one business segment
and the Company's adoption of FASB No. 131 has not had a material impact
on its financial statement presentation or related disclosures.
Certain information and footnote disclosures normally included in
financial statements prepared in
6
accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's December 31, 1997 annual report to shareholders.
2. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Nord
Resources Corporation, its 50% interest in a rutile mining operation
Sierra Rutile Limited ("SRL") and its 28.6% interest in a mineral
exploration and production company Nord Pacific Limited ("Nord Pacific")
(collectively the "Company"). All significant intercompany transactions
and balances are eliminated.
SRL as used in these financial statements includes Sierra Rutile Holdings,
Sierra Rutile Limited (the mining operation) and other subsidiaries of the
Company and Sierra Rutile Holdings that are economically dependent on the
mining operation. As a result of the situation described in Note 3, the
Company's 50% interest in SRL is now carried on the equity method.
Investments in 20% to 50%-owned affiliates and joint ventures are
generally accounted for using the equity method.
Certain reclassifications have been made to the June 30, 1997 and December
31, 1997 financial statements to conform to the classifications used in
1998.
3. INVESTMENT IN SRL
In January 1995, the Company's 50% owned rutile mining operation in Sierra
Leone was attacked by non-government forces. As a result, SRL was forced
to suspend mining operations and subsequently terminated all nonessential
personnel. In February, 1998 the democratically elected government of
Sierra Leone was restored to power and conditions for resumption of
operations at the minesite continue to improve. However, the resumption
of operations is dependent upon numerous conditions including (1) a
continued acceptable political environment in Sierra Leone within which to
operate, (2) adequate levels of security in and around the minesite area,
(3) an accurate assessment by SRL of the cost of resuming operations, (4)
the successful renegotiation of operating agreements between SRL and the
government of Sierra Leone and (5) SRL obtaining adequate financing at
acceptable terms. Costs of resuming operations include repair or
replacement of assets which have incurred damage and deterioration during
the period of suspension of operations and costs to re-establish and train
a workforce, replenish supplies and restore and recommission facilities.
The Company is not able to determine when operations will resume at the
Sierra Leone mine. If the above noted conditions for resuming operations
in Sierra Leone are not satisfied, the Company may be required to record
an impairment reserve against a significant portion or possibly all of its
investment in SRL.
Prior to December 31, 1994, the Company proportionately consolidated its
share in each of the assets, liabilities and operations of SRL. As of
December 31, 1994 and through September 30, 1997, the Company used the
cost method of accounting for its investment in SRL on the basis that the
mine was no longer under the control of SRL. Under the cost method, the
Company's investment included original cost plus undistributed earnings
through December 31, 1994 plus SRL's obligations to various lending
institutions (the "Lenders") payment of which was guaranteed by the
Company, plus funds advanced since January 1, 1995 to fund SRL's
operations, less any related restricted cash and provisions
7
for impairment of assets.
Subsequent to September 30, 1997, SRL regained control of the mine. The
Company then changed its method of accounting for its investment in SRL
from the cost method to the equity method. In accordance with Accounting
Principles Board ("APB") Opinion No. 18, "The Equity Method of Accounting
for Investments In Common Stock", the Company's financial statements for
June 30, 1997 have been restated to reflect this change. Under the equity
method, the Company reports its share of SRL's net loss in the statements
of operations as equity in net loss of SRL. The result of this change was
to increase the Company's net loss for the three and six months ended June
30, 1997 by $2,853,000 and $7,634,000 respectively and net loss per share
by $.13 and $.20 per share respectively.
The Company intends to resume proportional consolidation for its 50% share
in each of the assets, liabilities and operations of SRL once SRL
re-establishes its mining operations.
During the three and six months ended June 30, 1998 the Company
contributed $6,482,000 and $10,732,000 respectively to SRL as its 50%
share of funding for SRL's cash needs, primarily to satisfy debt
obligations, vendor payments and the ongoing operating cash requirements
of SRL.
Summarized financial data for the Company's 50% share of SRL's operations
are as follows:
Six Months Ended
June 30,
------------------
1998 1997
-------- --------
(in thousands)
Revenues $ -- $ 1,216
Less costs and expenses:
Cost of sales -- 539
Selling, general and administrative 1,411 3,373
Other expense 813 1,566
Income tax expense 1 32
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Net (loss) $(2,225) $(4,294)
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An impairment reserve of $3,000,000 was recorded in the first quarter of
1995 as the Company's 50% share of the estimated damage to SRL's assets.
In 1996, the Company received a $1,500,000 preliminary payment from the
carrier of the civil strife insurance policy owned by the Company. On May
15, 1998, the Company received the $14,204,500 balance of the proceeds
from this policy. $5,627,500 of the proceeds was advanced to SRL,
$5,513,000 was deposited into a collateral account as security for SRL's
next scheduled debt payment, and $3,064,000 was retained for general
corporate purposes.
Costs to restart the mine have been estimated at $90,000,000, 50% of which
is the responsibility of the Company. If the Company cannot finance these
restart costs or cannot maintain adequate security in or around the
minesite, the Company may be required to record an impairment reserve
against a significant portion or possibly all of its investment in SRL.
8
4. INDEBTEDNESS
Under the terms of SRL's financial agreements, the Company has guaranteed
50% of SRL's debts to SRL's lenders ("the Lenders"). On May 15, 1998, in
conjunction with the receipt of the balance of the proceeds from the civil
strife insurance policy owned by the Company, the Company advanced SRL
$5,627,500 which was used to reduce the Company's share of SRL's existing
indebtedness. Concurrent with this payment, SRL's debt agreements were
amended. The amendment provided for a reduction in the interest rate on
SRL's debt, the accrual of interest from May 15, 1998 to September, 1998
rather than the current payment of such interest, and the reschedule of
principal reductions. The Company's share of the remaining debt of SRL
totaled $11,807,000 at June 30, 1998 and is scheduled to be paid
$5,753,000 on September 30, 1998, with the balance to be paid 25% on
September 30, 1999, 25% on September 30, 2000 and 50% on September 30,
2001. The Company believes that it is in full compliance with the terms
of these agreements.
5. DISCONTINUED OPERATIONS
On April 23, 1997 the Company sold substantially all the assets (except
cash and accounts receivable) of its 80% owned subsidiary, Nord Kaolin
Company ("NKC"), for $20 million less $735,000 relating to certain accrued
liabilities assumed by the purchaser. The purchaser also assumed certain
lease obligations of NKC. Proceeds received from this transaction to
June 30, 1997 totaled $9,453,000 (including collection of accounts
receivable and less payment of NKC's liabilities and other liabilities
incurred as a result of the transaction).
6. BASIC LOSS PER COMMON SHARE
Basic loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding during the period.
9
7. EQUITY IN NET (LOSS) OF NORD PACIFIC
The Company had a 28.6% interest in Nord Pacific Limited ("Nord Pacific")
at June 30, 1998 and had a 35.0% interest in Nord Pacific at June 30,
1997. Summary financial data for the operations of Nord Pacific are as
follows:
Six Months Ended June 30
------------------------
1998 1997
----------- ----------
(in thousands)
Sales $ 6,644 $ 8,125
Less costs and expenses (6,641) (6,752)
Foreign currency transaction gain (loss) (259) 88
Loss on forward currency exchange contracts (830) (579)
Gain on copper contracts -- 382
Other income (loss) 18 (257)
Provision for income taxes -- (1,400)
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Net loss $(1,068) $ (393)
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------- -------
The Company's share of the net loss for the months ended June 30, 1998
and 1997 was $305,000 and $138,000, respectively. Amortization of the
difference between the Company's investment in Nord Pacific and its share
of the underlying net assets of Nord Pacific was $70,000 for the six
months ended June 30, 1998 and 1997.
10
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995. The
statements contained in this report which are not historical fact are "forward
looking statements" that involve various important risks, uncertainties and
other factors which could cause the Company's actual results for 1998 and beyond
to differ materially from those expressed in such forward looking statements.
These factors include, without limitation, the risks and factors set forth below
as well as other risks previously disclosed in the Company's securities filings.
LIQUIDITY AND CAPITAL RESOURCES
Unrestricted cash and cash equivalents decreased $4,408,000 for the six months
ended June 30, 1998 compared to an increase of $ 2,035,000 for the same period
in 1997. Cash used by operations was $2,316,000 for the six months ended June
30, 1998 compared to $1,889,000 for the same period in 1997. $10,732,000 was
advanced to Sierra Rutile Limited ("SRL") during the six months ended June 30,
1998 compared to $5,499,000 for the same period in 1997. $91,000 was advanced
to Nord Pacific Limited ("Nord Pacific") during the six months ended June 30,
1998 compared to $2,539,000 for the same period in 1997 and $60,000 was used to
fund capital expenditures during the six months ended June 30, 1998 compared to
$40,000 for the same period in 1997.
On April 23, 1997, the Company completed the sale of substantially all of its
kaolin assets. Proceeds from the sale totaled $9,453,000 at June 30, 1997.
Further, the sale allowed the sale of previously restricted investments which
provided cash of $2,619,000 during the six months ended June 30, 1998. With the
sale of the kaolin operations, the Company's business consists of a 50%
ownership interest in SRL and a 28.6% ownership interest in Nord Pacific. The
Company anticipates that its cash balances at June 30, 1998 will be sufficient
to fund its administrative activities for the foreseeable future.
Due to the suspension of its operations, SRL has relied on and will continue to
rely on funds from the Company and its other 50% owner to sustain its
operations. Funds are expected to continue to be required by SRL for debt
service, maintenance of a limited workforce, payments to vendors and costs of
security at the mine. It is the Company's and SRL's intention to continue with
plans for resumption of SRL's operations. Among other key factors in that
process is the availability of adequate levels of funding. SRL's preliminary
projections indicate that it may require approximately $90,000,000 in 1999 and
2000 for asset rehabilitation, completion of a new powerhouse and dredge, mine
development and working capital. SRL has held discussions with its current
lenders (the "Lenders") and other lending sources to determine if funds would be
available from these sources to fund the above requirements. The Company cannot
determine if additional funding will be available at terms that will be
acceptable to SRL and the Company. To the extent funds are not available from
these or other sources, the Company will be required to contribute its 50% share
of SRL's cash requirements. The Company will not be able to fund a significant
amount of these requirements without obtaining capital from other sources.
In July 1998, the Company engaged a major investment bank to assist in obtaining
funds for the SRL project.
Under the terms of SRL's financial agreements, the Company has guaranteed 50% of
SRL's debts to the Lenders. On May 15, 1998, in conjunction with the receipt of
the $14,204,500 balance of the proceeds from the civil strife insurance policy
owned by the Company, the Company advanced SRL $5,627,500 which was used to
reduce the Company's share of SRL's existing indebtedness, deposited $5,513,000
into a collateral account as security for
11
the Company's share of SRL's next scheduled debt payment and $3,064,000 was
retained by the Company for general corporate use. Concurrent with this
transaction, SRL's debt agreements were amended. The amendment provided for
a reduction in the interest rate on SRL's debt, the accrual of interest from
May 15, 1998 to September, 1998 rather than the current payment of such
interest, and the reschedule of principal and interest. The Company's share
of the remaining debt of SRL totaled $11,807,000 at June 30, 1998 and is
scheduled to be paid $5,753,000 on September 30, 1998, with the balance to
be paid 25% on September 30, 1999, 25% on September 30, 2000 and 50% on
September 30, 2001. The Company believes that it is in full compliance with
the amended agreements.
RESULTS OF OPERATIONS
The Company incurred a net loss from continuing operations of $1,298,000 and
$3,637,000 for the three and six months ended June 30, 1998 respectively and
$4,031,000 and $6,354,000 for the same periods in 1997. General and
administrative ("G & A") expenses decreased by $756,000 and $1,001,000 for the
three and six months ended June 30, 1998 due primarily to decreases in auditing
and accounting expenses, office rent, payroll and related expenses, public
relations and travel. Reductions in office rent and payroll and related
expenses are directly related to the closing of the Company's Dayton office and
the reduction in administrative staff. The reduction in G & A was partially
offset by one time moving costs and the cost of compiling and submitting the
insurance claim described above.
Interest income decreased for the three and six months ended June 30, 1998
compared to 1997 due to a reduction in cash available for investment. Equity
in net loss of affiliates relates to the Company's equity in the income or loss
of Nord Pacific and SRL. Due primarily to reduced interest expense due to debt
reduction and to decreased levels of activity at SRL, the equity in net loss of
SRL was $2,225,000 for the six months ended June 30, 1998 compared to $4,294,000
for the same period in 1997. Equity in the net loss of Nord Pacific increased
to $305,000 during the six months ended June 30, 1998 compared to $138,000 for
the same period in 1997 due primarily to the loss from foreign currency exchange
contracts and increased depletion, depreciation and amortization.
12
PART II. OTHER INFORMATION
ITEM 1-3
Not Applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual General Meeting of the stockholders was held June 25, 1998.
The following matters were acted upon and passed at the meeting.
1. Election of seven directors.
VOTE TABULATION FOR AGAINST
--------------- --- -------
James Askew 13,226,060 165,603
Max Boulle 13,276,374 115,289
W. Pierce Carson 13,276,479 115,184
Edgar F. Cruft 13,275,703 115,960
Marc Franklin 13,276,429 115,234
Terence Lang 13,276,373 115,290
Leonard Lichter 13,275,555 116,108
ITEM 5. Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
----------- -----------
27 Financial Data Schedule
(b) The Company filed a report on Form 8-K on April 27, 1998 reporting the
termination of its former auditors. It filed another report on Form 8-K
on May 13, 1998 reporting the appointment of its current auditors. The
Company filed a third report on Form 8-K on May 15, 1998 reporting the
receipt of the proceeds from its civil strife insurance policy and the
amendment of SRL's debt agreements.
13
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORD RESOURCES CORPORATION
(Registrant)
By: /s/Ray W. Jenner
-------------------------------
Ray W. Jenner
Vice President - Finance
(Principal Financial Officer
and Authorized Officer)
DATE: August 14, 1998
14