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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, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 000-25132
ICHOR Corporation
(Exact name of Registrant as specified in its charter)
Delaware 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17 Dame Street
Dublin 2, Ireland
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (3531) 679-1688
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
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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 $6,049,976 as of March 9, 2001, computed
on the basis of the average of the bid and ask prices on such date.
As of March 9, 2001, there were 8,165,830 shares of the Registrant's Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 2000 Proxy Statement to be filed within 120
days of the period ended December 31, 2000 are incorporated by reference
into Part III.
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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.
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TABLE OF CONTENTS
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PAGE
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PART I
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ITEM 1. BUSINESS 4
ITEM 2. PROPERTIES 6
ITEM 3. LEGAL PROCEEDINGS 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 6
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 7
ITEM 6. SELECTED FINANCIAL DATA 8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 10
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 10
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 11
ITEM 11. EXECUTIVE COMPENSATION 11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 11
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K 12
SIGNATURES 26
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4
PART I
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ITEM 1. BUSINESS
The Corporation
ICHOR Corporation was incorporated in July 1994 pursuant to the laws of the
Commonwealth of Pennsylvania under the name "PDG Remediation, Inc.". In
November 1996, the Corporation reincorporated under the laws of the State
of Delaware and changed its name to "ICHOR Corporation". In this document,
unless the context otherwise requires, the "Corporation" refers to ICHOR
Corporation and its subsidiaries.
Development of the Corporation
From its inception to December 1997, the Corporation operated in the
environmental services business. The Corporation's initial operations
included a thermal treatment facility in Florida and remediation services
offices in Florida and Pennsylvania. In December 1996, the Corporation
acquired a waste oil recycling facility in Illinois.
In response to changes in the Florida market, the Corporation closed
certain remediation services offices and sold certain remediation
facilities in 1995 and 1996. The Corporation sold the balance of its
remediation services operations in April 1997 and its waste oil recycling
facility in December 1997. In March 1998, the Corporation sold its wholly-
owned subsidiary, ICHOR Services, Inc. ("Services"). In 1998, following
the sale of Services, ICHOR provided consulting services to an industrial
customer in Europe.
Effective June 30, 1999, the Corporation entered into a revised purchase
agreement (the "Purchase Agreement") with the former majority shareholders
of Nazca Holdings Ltd. ("Nazca") pursuant to which the Corporation acquired
approximately 87% of the issued and outstanding shares of common stock of
Nazca. Nazca was in the business of the exploration for and development of
groundwater resources in Chile.
In connection with the Purchase Agreement, the Corporation granted options
(the "Options") in favour of the former majority shareholders of Nazca,
allowing them to repurchase shares of Nazca common stock sold to the
Corporation in certain circumstances. In order to settle a dispute relating
to the validity of the purported exercise of the Options by two former
shareholders of Nazca in December 1999, the Corporation completed an
agreement dated for reference May 15, 2000 with one of the former
shareholders of Nazca to sell all of the Corporation's interest in the
common stock of Nazca and loans made by the Corporation to Nazca to fund
groundwater resource exploration and development, for a promissory note in
the amount of $600,000 which accrues interest at the rate of 5% per annum and
is due on June 30, 2001. As a result of the settlement, the Corporation
has no further interest in Nazca. The promissory note was subsequently sold
by the Corporation to an affiliate for $600,000 in December 2000.
Following the Corporation's disposal of its interest in Nazca in July 2000,
the Corporation did not have an operating business. The Corporation's
focus was on the identification of a particular business or industry within
which it would seek an acquisition or merger.
4
5
Hippocampe S.A.
In December 2000, the Corporation agreed to acquire substantially all of
the shares of Hippocampe S.A. ("Hippocampe") in consideration for shares of
common stock and securities exchangeable into shares of common stock of the
Corporation. Hippocampe is a biotechnology research and development
company organized in 1990 under the laws of France, with research
activities coordinated in Lyon, France.
To effect the acquisition of Hippocampe, the Corporation entered into a
share exchange agreement ("Agreement A") dated for reference December 13,
2000 with shareholders owning approximately 50.7% of the issued and
outstanding shares of Hippocampe. Pursuant to Agreement A, such Hippocampe
shareholders have agreed to transfer their shares of Hippocampe to the
Corporation in exchange for the issuance of shares of common stock of the
Corporation.
The Corporation also entered into a separate share exchange agreement
("Agreement B") dated for reference December 13, 2000 with shareholders
owning approximately 49.2% of the issued and outstanding shares of
Hippocampe. Pursuant to Agreement B, such Hippocampe shareholders have
agreed to transfer their shares of Hippocampe to a new wholly-owned
subsidiary that the Corporation will establish under the laws of Luxembourg
("LuxCo"). In exchange for their shares of Hippocampe, such Hippocampe
shareholders will be issued preferred shares of LuxCo which are
exchangeable into shares of common stock of the Corporation at the option
of the holder.
Upon the closing of the share exchange, the Corporation will contribute and
transfer to LuxCo the shares of Hippocampe that the Corporation receives
from Hippocampe shareholders under Agreement A for additional common shares
of LuxCo. Hippocampe will become an approximately 99.9%-owned subsidiary
of LuxCo, which, in turn, will be a wholly-owned subsidiary of the
Corporation.
In connection with the share exchange, effective December 29, 2000, all of
the 467,500 issued and outstanding shares of 5% Cumulative Redeemable
Convertible Preferred Stock, Series 1 of the Corporation and 97,206 issued
and outstanding shares of 5% Cumulative Redeemable Convertible Preferred
Stock, Series 2 of the Corporation were, in aggregate, redeemed for
$2.2 million and converted for 3,247,060 shares of common stock of the
Corporation.
Hippocampe's focus is fundamental and applied research in human and
veterinary biology and medicine, with a particular emphasis on humanitarian
aspects of such research (i.e., retroviral pathogenesis, such as AIDS,
oncogenesis and organ transplantation). Hippocampe's current objective is
to develop vaccine and therapeutic compounds and specific therapies for
certain retroviral diseases or diseases with a viral autoimmune content.
The first products and applications target human and animal AIDS.
5
6
The basic operational strategy of Hippocampe has been to divide its main
areas of research into discrete modules, each with its own scientific
interest. The research on these modules is outsourced under Hippocampe's
supervision to specialized and complementary, public and private research
teams. Hippocampe organizes the schedule and progress of the individual
research teams to facilitate the overall development of its research goals.
The research teams are authorized to co-publish their results at the
appropriate time and in agreement with Hippocampe. However, Hippocampe
retains all intellectual property rights on the combined research results
and applies for patent protection of the research results whenever such
protection is justified.
Hippocampe has a limited operating history and its products are in an early
stage of development. However, Hippocampe believes it has made a major
finding with a new and precise molecular mimicry between a conserved part
of GP41 (an HIV transmembrane protein) in a trimeric form and interleukine-
2, the immune system's conductor protein. This discovery may explain that
an HIV infection can trigger an immune response that turns against the
immune system itself. This research indicates potential for a major link
that may have a significant impact in developing animal and human AIDS
vaccines and therapeutic molecules in the field of HIV and FIV infection.
The key principal of Hippocampe is Dr. Pierre-Francois Serres. Dr. Serres
began his career as a professor and researcher at the medical faculty of
the University of Lyon in France. From 1975 and prior to starting
Hippocampe, he held various teaching and research positions at French
medical universities and biomedical institutes, among them the Institut
Pasteur in Lyon, France. Dr. Serres founded Hippocampe in 1990.
For further information with respect to the share exchange and Hippocampe,
and certain risk factors relating thereto, see the Corporation's Form 8-K
dated December 27, 2000 and Form 8-K/A dated January 30, 2001, both of
which are incorporated by reference herein, and the Corporation's
Preliminary Schedule 14C dated January 31, 2001.
At December 31, 2000, the Corporation had no full-time employees.
ITEM 2. PROPERTIES
The Corporation's office is located on leased premises located in Dublin,
Ireland.
ITEM 3. LEGAL PROCEEDINGS
The Corporation is subject to routine litigation incidental to its
business. The Corporation does not believe that the outcome of such
litigation will have a material adverse effect on its business or financial
condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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7
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Market Information. The Corporation's common stock was quoted on the
NASDAQ SmallCap Market under the trading symbol "ICHR" until February 8,
2000 when the Corporation's common stock was delisted from The Nasdaq Stock
Market for failure to meet listing qualifications. The Corporation's
common stock is now quoted on the OTC Bulletin Board under the symbol
"ICHR". The following table sets forth the quarterly high and low sale
price per share of the Corporation's common stock for the periods
indicated:
Fiscal Quarter Ended High Low
- -------------------- ---- ---
1999
March 31 $ 2.88 $ 1.25
June 30 3.25 1.50
September 30 4.63 1.00
December 31 5.00 2.00
2000
March 31 $ 3.25 $ 1.50
June 30 2.00 0.50
September 30 0.59 0.49
December 31 3.44 0.38
(b) Shareholders. At March 9, 2001, the Corporation had approximately 18
holders of record of its common stock, some of which are securities
clearing agencies and intermediaries.
(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
foreseeable future.
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8
ITEM 6. SELECTED FINANCIAL DATA
The following table reflects selected consolidated financial data for the
Corporation for the fiscal years ended December 31, 2000, 1999, 1998 and
1997, respectively, and the 11 months ended December 31, 1996. In
September 1996, the Corporation changed its fiscal year end from January 31
to December 31.
For the For the For the For the For the 11
Year Year Year Year Months
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
------------ ------------ ------------ ------------ ------------
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------
(Dollars in thousands, except per share amounts)
OPERATING DATA
Fee income $ - $ - $ 144 $ - $ -
General and
administrative
expenses 733 373 497 418 1,042
Interest expense - 192 102 613 423
Loss from continuing
operations (330) (470) (178) (1,025) (1,320)
Net loss (330) (470) (178) (4,054) (1,399)
COMMON SHARE DATA(1)
Loss from continuing
operations per
common share (0.08) (0.14) (0.08) (0.21) (0.51)
Net loss per
common share (0.08) (0.14) (0.08) (0.83) (0.54)
Weighted average
common shares
outstanding
(in thousands) 4,945 4,910 4,908 4,913 2,586
BALANCE SHEET DATA
Working capital 100 2,289 2,141 89 3,903
Total assets 207 2,681 3,281 2,028 5,582
Long-term
obligations - - - - 1,916
Total stockholders'
equity 100 2,652 2,141 89 1,987
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(1) Basic and diluted common share data is the same.
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,
2000, 1999 and 1998, respectively, should be read in conjunction with the
Corporation's audited consolidated financial statements and related notes
included elsewhere herein.
Certain reclassifications have been made to the prior periods' financial
statements to conform to the current period's method of presentation.
8
9
Results of Operations for the Year Ended December 31, 2000 Compared to the
Year Ended December 31, 1999
Revenues for the years ended December 31, 2000 and 1999, respectively, were
$0.2 million.
Costs and expenses increased to $0.8 million in the year ended December 31,
2000 from $0.7 million in the year ended December 31, 1999, primarily as a
result of an increase in general and administrative expenses resulting from
the negotiation and entering into of share exchange agreements with certain
shareholders of Hippocampe. Effective December 13, 2000, the Corporation
entered into share exchange agreements with certain shareholders of
Hippocampe to directly or indirectly acquire in aggregate approximately
99.9% of the issued and outstanding shares of Hippocampe S.A. in
consideration for the issuance by the Corporation to such shareholders of
shares of common stock or securities exchangeable into shares of common
stock of the Corporation. General and administrative expenses for the year
ended December 31, 2000 increased to $0.7 million from $0.4 million in the
comparative period of 1999.
The Corporation recorded an accounting gain of $0.3 million on the disposal
of its interest in Nazca in 2000.
The Corporation reported a net loss of $0.3 million, or $0.08 per share, in
the year ended December 31, 2000 compared to $0.5 million, or $0.14 per
share, in the year ended December 31, 1999.
Results of Operations for the Year Ended December 31, 1999 Compared to the
Year Ended December 31, 1998
Revenues for the years ended December 31, 1999 and 1998, respectively, were
$0.2 million.
Costs and expenses decreased to $0.7 million in the year ended December 31,
1999 from $0.9 million in the year ended December 31, 1998, primarily as a
result of a decrease in general and administrative expenses resulting from
the sale of Services in 1998 and lower head office expenses, partially
offset by an equity loss related to Nazca. General and administrative
expenses for the year ended December 31, 1999 decreased to $0.4 million
from $0.5 million in the comparative period of 1998. In the year ended
December 31, 1998, the Corporation accrued $0.3 million in settlement of a
class action lawsuit. Interest expense increased to $0.2 million in the
year ended December 31, 1999 from $0.1 million in the year ended December
31, 1998, primarily as a result of interest paid on an amount owing under a
line of credit with an affiliate.
The Corporation recorded an accounting gain of $0.4 million on the disposal
of Services, a wholly-owned subsidiary of the Corporation, in 1998.
The Corporation reported a net loss of $0.5 million, or $0.14 per share, in
the year ended December 31, 1999 compared $0.2 million, or $0.08 per share,
in the year ended December 31, 1998.
9
10
Liquidity and Capital Resources
The Corporation had cash of $0.2 million at December 31, 2000, compared to
$2.3 million at December 31, 1999.
Operating activities used cash of $0.4 million in the year ended December
31, 2000, compared to providing cash of $0.6 million in the year ended
December 31, 1999. An accounting gain on the disposal of the Corporation's
interest in Nazca used cash of $0.3 million in the year ended December 31,
2000.
Investing activities provided cash of $0.6 million in the year ended
December 31, 2000, compared to $1.6 million in the year ended December 31,
1999, as a result of proceeds from the sale of a $600,000 note receivable
to an affiliate in the current period.
Financing activities used cash of $2.2 million in the year ended December
31, 2000, compared to providing cash of $9,000 in the year ended December
31, 1999, primarily as a result of the redemption of the outstanding shares
of preferred stock of the Corporation in the current period.
The Corporation anticipates that it will require substantial capital in
connection with the development of the business and assets of Hippocampe,
and will seek such capital from lenders and/or equity or debt issuances.
However, there can be no assurance that the Corporation will be able to
raise additional capital on terms satisfactory to the Corporation, or at
all. In the event that the Corporation is not able to obtain such
additional capital, it would be required to restrict or even halt the
development of the business and assets of Hippocampe.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
10
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PART III
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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.
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.
11
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PART IV
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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 Consolidated Financial Statements
(2) Financial Statement Schedules
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable
or the required information is shown in the financial statements or
notes thereto.
(3) List of Exhibits
2.1 Agreement and Plan of Merger dated October 1, 1996 between
ICHOR Corporation and PDG Remediation, Inc. Incorporated by
reference to the Corporation's Schedule 14C dated September 17,
1996.
3.1 Articles of Incorporation.(1)
3.2 Certificate of Designations. Incorporated by reference to the
Corporation's Form 8-K dated March 12, 1998.
3.3 Certificate of Designations. Incorporated by reference to the
Corporation's Form 8-K dated December 7, 1999.
3.4 Bylaws.(1)
10.1 Amended 1994 Stock Option Plan.(2)
10.2 1995 Qualified Incentive Stock Option Plan.(2)
10.3 Loan Agreement dated January 15, 1997 among Drummond Financial
Corporation, the Corporation and ICHOR Services, Inc.
Incorporated by reference to the Corporation's Form 10-K dated
December 31, 1996.
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10.4 Purchase Agreement between the Corporation and the majority
shareholders of Nazca Holdings Ltd. dated October 17, 1998.
Incorporated by reference to the Corporation's Form 8-K dated
October 20, 1998.
10.5 Amendment to the Agreement between the Corporation and the
majority shareholders of Nazca Holdings Ltd. dated October 17,
1998. Incorporated by reference to the Corporation's Form 8-
K/A dated April 9, 1999.
10.6 Revised Purchase Agreement between the Corporation and the
majority shareholders of Nazca Holdings Ltd. dated July 28,
1999. Incorporated by reference to the Corporation's Form 8-
K/A dated August 12, 1999.
10.7 Debt Settlement Agreement between Drummond Financial
Corporation and the Corporation dated November 30, 1999.
Incorporated by reference to the Corporation's Form 8-K dated
December 7, 1999.
10.8 Agreement between the Corporation and Maarten Reidel dated for
reference May 15, 2000. Incorporated by reference to the
Corporation's Form 8-K/A dated August 9, 2000.
10.9 Share Exchange Agreement between the Corporation and certain
shareholders of Hippocampe S.A. dated for reference December
13, 2000.(3)
10.10 Share Exchange Agreement between the Corporation and certain
shareholders of Hippocampe S.A. dated for reference December
13, 2000.(3)
10.11 Preferred Stock Redemption and Conversion Agreement between the
Corporation and Sutton Park International Ltd. dated for
reference December 21, 2000. Incorporated by reference to a
Schedule 13D/A dated January 2, 2001.
10.12 Preferred Stock Conversion Agreement between the Corporation
and Med Net International Ltd. dated for reference December 21,
2000.
10.13 Preferred Stock Conversion Agreement between the Corporation
and Dresden Papier GmbH dated for reference December 21, 2000.
10.14 Assignment Agreement among the Corporation, Hippocampe S.A. and
MFC Merchant Bank S.A. dated for reference December 29, 2000.
Incorporated by reference to the Corporation's Preliminary
Schedule 14C dated January 31, 2001.
23 Consent of Independent Auditors.
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(1) Incorporated by reference to the Corporation's Form 10-K dated
January 31, 1996.
(2) Incorporated by reference to the Corporation's Definitive Schedule
14A dated July 8, 1996.
(3) Incorporated by reference to the Corporation's Form 8-K dated
December 27, 2000.
(b) Reports on Form 8-K
The Corporation filed the following reports with respect to the
indicated items during the fourth quarter of 2000:
Form 8-K dated December 27, 2000:
Item 5. Other Events
Item 7. Financial Statements and Exhibits
13
14
- --------------------------------------------------------------------------
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 Board of Directors and Shareholders
Ichor Corporation and Subsidiary
We have audited the consolidated balance sheets of Ichor Corporation and
Subsidiary as of December 31, 2000 and 1999, and the related consolidated
statements of operations, changes in shareholders' equity, and cash flows
for the years ended December 31, 2000, 1999 and 1998. 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 auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits 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 Ichor
Corporation and Subsidiary as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for the years ended
December 31, 2000, 1999 and 1998, in conformity with accounting principles
generally accepted in the United States.
/s/ Peterson Sullivan PLLC
February 20, 2001
Seattle, Washington
14
15
ICHOR CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 2000 and 1999
(In Thousands of Dollars)
ASSETS 2000 1999
---------- ----------
Current Assets
Cash $ 200 $ 2,262
Accounts receivable 7 56
---------- ----------
Total current assets 207 2,318
Investment in and advances to
unconsolidated subsidiary - 363
---------- ----------
$ 207 $ 2,681
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities, accounts
payable and other $ 107 $ 29
Shareholders' Equity
Preferred stock, $.01 par value; 5,000,000
shares authorized; Series 1, nonvoting;
shares issued and outstanding none at
December 31, 2000, and 564,706 at
December 31, 1999 - 6
Common stock, $.01 par value; 30,000,000
shares authorized; shares issued 8,228,630
at December 31, 2000 and 4,981,570 at
December 31, 1999 82 50
Additional paid-in capital on preferred stock - 5,999
Additional paid-in capital on common stock 9,554 5,752
Retained deficit (9,465) (9,084)
---------- ----------
171 2,723
Less cost of 62,800 shares of common
stock held in treasury at
December 31, 2000 and 1999 (71) (71)
---------- ----------
100 2,652
---------- ----------
$ 207 $ 2,681
========== ==========
The accompanying notes are an integral part of these financial statements.
15
16
ICHOR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 2000, 1999 and 1998
(In Thousands of Dollars, Except for Per Share Amounts)
2000 1999 1998
-------- -------- --------
Revenues
Interest $ 119 $ 153 $ 92
Fees - - 144
Other 47 30 8
-------- -------- --------
166 183 244
Costs and expenses
General and administrative 733 373 497
Interest - 192 102
Litigation settlement - - 260
Equity in loss of unconsolidated
subsidiary 61 88 -
-------- -------- --------
794 653 859
-------- -------- --------
(628) (470) (615)
Other income, gain on disposal of
subsidiary 298 - 437
-------- -------- --------
Net loss $ (330) $ (470) $ (178)
======== ======== ========
Basic and diluted loss per share $ (.08) $ (.14) $ (.08)
======== ======== ========
The accompanying notes are an integral part of these financial statements.
16
17
ICHOR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years Ended December 31, 2000, 1999 and 1998
(In Thousands of Dollars)
----------Common Stock---------- ---Preferred Stock---
Additional Additional
Number Par Paid-in Treasury Number of Par Paid-in Retained
of Shares Value Capital Stock Shares Value Capital Deficit Total
--------- ----- --------- -------- --------- ----- ---------- -------- -----
Balance at December
31, 1997 4,907,520 $ 50 $ 5,743 $ (71) 217,500 $ 2 $ 2,415 $ (8,050) $ 89
Net loss - - - - - - - (178) (178)
Preferred shares issued
for cash (215,000
shares purchased by
related parties at $10
per share) - - - - 250,000 3 2,505 (278) 2,230
--------- ----- ------- ------- ------- ----- ------- -------- -----
Balance at December
31, 1998 4,907,520 50 5,743 (71) 467,500 5 4,920 (8,506) 2,141
Net loss - - - - - - - (470) (470)
Shares issued for exercise
of options 11,250 - 9 - - - - - 9
Preferred shares issued
for payment of debt to
a subsidiary of MFC - - - - 97,206 1 1,079 (108) 972
--------- ----- ------- ------- ------- ----- ------- -------- -----
Balance at December
31, 1999 4,918,770 50 5,752 (71) 564,706 6 5,999 (9,084) 2,652
Net loss - - - - - - - (330) (330)
Conversion of preferred
shares to common shares
(2,597,060 common shares
were issued to another
subsidiary of MFC) and
redemption of preferred
shares from other
subsidiaries of MFC 3,247,060 32 3,802 - (564,706) (6) (5,999) - (2,171)
Dividend on preferred
shares - - - - - - - (51) (51)
--------- ----- ------- ------- ------- ----- ------- -------- -----
Balance at December
31, 2000 8,165,830 $ 82 $ 9,554 $ (71) - $ - $ - $ (9,465) $ 100
========= ===== ======= ======= ======= ===== ======= ======== =====
The accompanying notes are an integral part of these financial statements.
17
18
ICHOR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2000, 1999 and 1998
(In Thousands of Dollars)
2000 1999 1998
-------- -------- --------
Cash Flows from
Operating Activities
Net loss $ (330) $ (470) $ (178)
Adjustments to reconcile
net loss to cash flows
from operating activities
Equity in loss of
unconsolidated subsidiary 61 88 -
Gain on disposal of
subsidiary (298) - (437)
Changes in current assets
and liabilities
Cash held in escrow - - 145
Accounts receivable 49 504 (254)
Advances to affiliates - 540 (270)
Accounts payable 78 21 (115)
Advances from affiliates - (160) 352
Other - 51 (100)
-------- -------- --------
Net cash provided by
(used in) operating
activities (440) 574 (857)
Cash Flows from Investing
Activities
Proceeds from sale of note
receivable to a subsidiary
of MFC 600 - -
Change in note receivable - 2,080 (1,400)
Advances to unconsolidated
subsidiary - (451) -
Investment - - (50)
-------- -------- --------
Net cash provided by
(used in) investing
activities 600 1,629 (1,450)
Cash Flows from Financing
Activities
Proceeds from issuance of
preferred shares - - 2,230
Proceeds from issuance of
common shares - 9 -
Redemption of preferred
shares from other
subsidiaries of MFC (2,171) - -
Dividend on preferred
shares (51) - -
-------- -------- --------
Net cash provided by
(used in) financing
activities (2,222) 9 2,230
-------- -------- --------
Increase (decrease) in cash (2,062) 2,212 (77)
Cash, beginning of year 2,262 50 127
-------- -------- --------
Cash, end of year $ 200 $ 2,262 $ 50
======== ======== ========
The accompanying notes are an integral part of these financial statements.
18
19
ICHOR CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands of Dollars, Except for Per Share Amounts)
Note 1. The Company and Summary of Significant Accounting Policies
The Company
- -----------
Effective December 13, 2000, Ichor Corporation ("the Company") entered into
an agreement to acquire 99.9% of the outstanding shares of Hippocampe S.A.
("Hippocampe"), a French company. The Company will exchange approximately
33 million of its common shares for the outstanding shares of Hippocampe.
The exchange is expected to be completed in early 2001 and will be
accounted for as a reverse purchase. To facilitate the purchase, the
Company redeemed or converted all of its preferred shares prior to December
31, 2000. Hippocampe is a development stage company involved in the
research and development of vaccines and therapies primarily with respect
to the AIDS virus.
In May 2000, the Company sold its interests in an unconsolidated subsidiary
to one of the subsidiary's previous owners for a $600 note receivable.
This subsidiary was accounted for under the equity method. The note was
then acquired for $600 in cash by a subsidiary of MFC Bancorp Ltd. ("MFC")
which currently owns 44% of the Company's outstanding common shares.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of the Company
and its subsidiary. Significant intercompany accounts and transactions
have been eliminated.
Cash
- ----
Cash balances are occasionally in excess of federally insured amounts.
Interest paid in cash was $102 in 1998 and there was no interest paid in
cash in either 2000 or 1999. However, $192 of interest was included as
part of the debt to a subsidiary of MFC which was paid with preferred
shares issued during 1999.
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.
19
20
Note 1. (Continued)
Earnings Per Share
- ------------------
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. Convertible preferred stock
outstanding, if any, and stock options have not been reflected as converted
or exercised for the purposes of computing earnings or loss per share since
they would be antidilutive. The weighted average number of shares was
4,945,385, 4,910,386 and 4,907,520 for the years ended December 31, 2000,
1999 and 1998, respectively. The loss from operations to compute the amount
attributable to common shareholders includes the recognition of preferred
stock dividends of $51, $237 and $214 for 2000, 1999 and 1998, respectively.
Stock-Based Compensation
- ------------------------
Compensation expense for stock options is measured as the excess, if any,
of the quoted market price of the Company's stock at the date of the grant
over the amount an employee is required to pay for the stock. There is no
stock-based compensation included in these consolidated financial
statements.
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 amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
New Accounting Standards
- ------------------------
Statement of Financial Accounting Standard No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133" defers the effective date of FASB No. 133
(as amended by Financial Accounting Standard No. 138). Because the Company
does not engage in any derivative or hedging activities, there should be no
impact on its consolidated financial statements.
Statement of Financial Accounting Standard No. 140 is generally effective
on a prospective basis for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. Management
has not determined the effect this standard may have on future financial
statements.
FASB Interpretation No. 44, "Accounting for Certain Transactions Involving
Stock Compensation" was generally effective July 1, 2000, on a prospective
basis. This interpretation clarifies APB Opinion No. 25, "Accounting for
Stock Issued to Employees" under which the Company accounts for stock-based
compensation. This interpretation does not have an effect on these
consolidated financial statements.
20
21
Note 2. Income Taxes
The reconciliation of income tax on income computed at the federal
statutory rates to income tax expense is as follows:
Years Ended December 31
-------------------------------------------
2000 1999 1998
----------- ---------- ----------
Tax at statutory rate $ (113) $ (160) $ (60)
Permanent difference
associated with gain
on disposal of subsidiary (50) - (149)
Equity in loss of
unconsolidated subsidiary 20 30 -
Valuation allowance 143 130 209
----------- ---------- ----------
$ - $ - $ -
=========== ========== ==========
The significant components of the Company's deferred tax asset as of
December 31, 2000 and 1999, are as follows:
2000 1999
---------- ----------
Net operating loss carryforward $ 1,301 $ 1,158
Valuation allowance for
deferred tax asset (1,301) (1,158)
---------- ----------
Net deferred tax asset $ - $ -
========== ==========
The Company has a net operating loss carryforward of approximately $3,826
at December 31, 2000, which expires at: $756 in 2010; $35 in 2011; $1,449
in 2012; $785 in 2018; $382 in 2019; and $419 in 2020.
21
22
Note 3. Stock Option Plans
1994 Amended Stock Option Plan
- ------------------------------
The Company's 1994 stock option plan provides for the issuance of up to
350,000 shares of the Company's common stock to employees and non-employee
directors. The following table summarizes information with respect to this
plan:
Weighted
Average
Number of Exercise
Shares Price
------------- -------------
Outstanding at
December 31, 1997 235,000 $ 1.39
Canceled - Reusable (30,000) 1.19
-------------
Outstanding at
December 31, 1998 205,000 1.51
Exercised (11,250) .75
-------------
Outstanding at
December 31, 1999 193,750 1.55
Canceled - Reusable (120,000) 2.00
-------------
Exercisable at
December 31, 2000 73,750 $ .82
============= =============
Reserved for future grants
at December 31, 2000 265,000
=============
Almost all options have an expiration date ten years after issuance.
1995 Qualified Incentive Stock Option Plan
- ------------------------------------------
The Company's board of directors approved a second stock option plan on
August 15, 1996 which provides for the issuance of up to 150,000 shares of
the Company's common stock to key employees. The following table
summarizes information with respect to this plan:
Weighted
Average
Number of Exercise
Shares Price
------------- ---------------
Outstanding at December 31, 2000,
1999 and 1998 100,000 $ .75
============= ===============
Reserved for future grants at
December 31, 2000 50,000
=============
22
23
Note 3. (Continued)
Compensation
- ------------
For both the 1994 Amended Stock Option Plan and the 1995 Qualified
Incentive Stock Option Plan, when options are granted, or the exercise
price is adjusted, the exercise price cannot be less than the fair market
value of the Company's common stock (as defined). However, had compensation
expense been recognized on the basis of fair value pursuant to Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," instead of the method used by the Company, there would have
been no proforma effect with respect to net loss at December 31, 2000, 1999
or 1998.
Note 4. Preferred Stock
The entire redemption value of Preferred Shares, Series 1, was exchangeable
for common stock at 90% of the common stock average market price (as
defined). Redemption value is $10 per share and shares were redeemable
only by the Company. The Preferred Shares, Series 1, had a liquidation
preference over other stock to the extent of the redemption value plus
unpaid dividends. This stock had an annual cumulative dividend rate of 5%,
payable quarterly and no dividends may be paid on common stock if preferred
share dividends are in arrears. At the issue dates of the preferred stock,
the value attributable to the beneficial conversion feature has been
recorded as a dividend to the preferred shareholders. This implicit
dividend amounted to $108 for the preferred shares issued in 1999 and $278
for the preferred shares issued in 1998. The Preferred Shares, Series 1
stock was redeemed and converted to common stock during 2000.
23
24
- --------------------------------------------------------------------------
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 Board of Directors and Shareholders
Ichor Corporation and Subsidiary
Our report on the consolidated financial statements of Ichor Corporation
and Subsidiary is included on page 14 of this Form 10-K. In connection
with our audits of such financial statements, we have also audited the
related financial statement schedule listed in Item 14 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set
forth therein.
/s/ Peterson Sullivan P.L.L.C.
February 20, 2001
Seattle, Washington
24
25
ICHOR CORPORATION AND SUBSIDIARY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Year Ended December 31, 2000, 1999 and 1998
(In Thousands of Dollars)
Additions
--------------------
Balance at Charged Balance
beginning Charged to other at close
of period to income accounts Deductions of period
---------- --------- -------- ---------- ---------
Year Ended
December 31,
2000
Allowance for
doubtful
accounts $ - $ - $ - $ - $ -
========== ========= ======== ========== =========
Year Ended
December 31,
1999
Allowance for
doubtful
accounts $ - $ - $ - $ - $ -
========== ========= ======== ========== =========
Year Ended
December 31,
1998
Allowance for
doubtful (1)
accounts $ 562 $ - $ - $ 562 $ -
========== ========= ======== ========== =========
(1) Allowance for uncollectibility sold in conjunction with sale of ICHOR
Services, Inc.
25
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 9, 2001 ICHOR CORPORATION
By: /s/ J. Choi
----------------------------
J. Choi, 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/ J. Choi March 9, 2001
- -------------------------------
J. Choi
President, Chief Financial
Officer and Director
/s/ Charles C.S. Pang March 9, 2001
- --------------------------------
Charles C.S. Pang
Director
/s/ Jae-Sun Lee March 9, 2001
- --------------------------------
Jae-Sun Lee
Director
26
27
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated October 1, 1996
between ICHOR Corporation and PDG Remediation, Inc.
Incorporated by reference to the Corporation's
Schedule 14C dated September 17, 1996.
3.1 Articles of Incorporation.(1)
3.2 Certificate of Designations. Incorporated by
reference to the Corporation's Form 8-K dated March
12, 1998.
3.3 Certificate of Designations. Incorporated by
reference to the Corporation's Form 8-K dated December
7, 1999.
3.4 Bylaws.(1)
10.1 Amended 1994 Stock Option Plan.(2)
10.2 1995 Qualified Incentive Stock Option Plan.(2)
10.3 Loan Agreement dated January 15, 1997 among Drummond
Financial Corporation, the Corporation and ICHOR
Services, Inc. Incorporated by reference to the
Corporation's Form 10-K dated December 31, 1996.
10.4 Purchase Agreement between the Corporation and the
majority shareholders of Nazca Holdings Ltd. dated
October 17, 1998. Incorporated by reference to the
Corporation's Form 8-K dated October 20, 1998.
10.5 Amendment to the Agreement between the Corporation and
the majority shareholders of Nazca Holdings Ltd. dated
October 17, 1998. Incorporated by reference to the
Corporation's Form 8-K/A dated April 9, 1999.
10.6 Revised Purchase Agreement between the Corporation and
the majority shareholders of Nazca Holdings Ltd. dated
July 28, 1999. Incorporated by reference to the
Corporation's Form 8-K/A dated August 12, 1999.
10.7 Debt Settlement Agreement between Drummond Financial
Corporation and the Corporation dated November 30,
1999. Incorporated by reference to the Corporation's
Form 8-K dated December 7, 1999.
10.8 Agreement between the Corporation and Maarten Reidel
dated for reference May 15, 2000. Incorporated by
reference to the Corporation's Form 8-K/A dated August
9, 2000.
10.9 Share Exchange Agreement between the Corporation and
certain shareholders of Hippocampe S.A. dated for
reference December 13, 2000.(3)
10.10 Share Exchange Agreement between the Corporation and
certain shareholders of Hippocampe S.A. dated for
reference December 13, 2000.(3)
27
28
10.11 Preferred Stock Redemption and Conversion Agreement
between the Corporation and Sutton Park International
Ltd. dated for reference December 21, 2000.
Incorporated by reference to a Schedule 13D/A dated
January 2, 2001.
10.12 Preferred Stock Conversion Agreement between the
Corporation and Med Net International Ltd. dated for
reference December 21, 2000.
10.13 Preferred Stock Conversion Agreement between the
Corporation and Dresden Papier GmbH dated for
reference December 21, 2000.
10.14 Assignment Agreement among the Corporation,
Hippocampe S.A. and MFC Merchant Bank S.A. dated for
reference December 29, 2000. Incorporated by
reference to the Corporation's Preliminary Schedule
14C dated January 31, 2001.
23 Consent of Independent Auditors.
- --------------------------------
(1) Incorporated by reference to the Corporation's Form 10-K dated
January 31, 1996.
(2) Incorporated by reference to the Corporation's Definitive Schedule
14A dated July 8, 1996.
(3) Incorporated by reference to the Corporation's Form 8-K dated
December 27, 2000.
28