-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ic0qW3iiCnPDh2ndHTHMyDztnLZwV8M5LNMVCBz7JdA9qqPYaubVVRJ0jtk+ZzmB QDcdLdqhY5F8Nm7FF7XMsA== 0000893877-99-000535.txt : 19990817 0000893877-99-000535.hdr.sgml : 19990817 ACCESSION NUMBER: 0000893877-99-000535 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINERA ANDES INC /WA CENTRAL INDEX KEY: 0001030219 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-22731 FILM NUMBER: 99690240 BUSINESS ADDRESS: STREET 1: 3303 N SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 5099217322 MAIL ADDRESS: STREET 1: 3303 NORTH SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 10QSB 1 QUARTERLY REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file Number 000-22731 MINERA ANDES INC. (Exact name of small business issuer as specified in its charter) ALBERTA, CANADA (State or other jurisdiction of incorporation or organization) NONE (I.R.S. Employer Identification No.) 3303 N. SULLIVAN ROAD, SPOKANE, WA 99216 (Address of principal executive offices) (509) 921-7322 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] Shares outstanding as of July 31, 1999: 20,390,030 shares of common stock, with no par value Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X] ================================================================================ TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1 Consolidated Financial Statements............................3 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations................9 PART II - OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders.........11 Item 6 Exhibits and Reports on Form 8-K............................11 SIGNATURES....................................................................12 2
MINERA ANDES INC. "An Exploration Stage Corporation" CONSOLIDATED BALANCE SHEETS (U.S. Dollars-Unaudited) June 30, December 31, 1999 1998 ------------- ------------- ASSETS Current: Cash and cash equivalents $ 556,172 $ 1,869,765 Receivables and prepaid expenses 77,711 123,706 ------------- ------------- Total current assets 633,883 1,993,471 Mineral properties and deferred exploration costs 4,164,680 3,305,711 Capital assets, net 126,717 153,240 ------------- ------------- Total assets $ 4,925,280 $ 5,452,422 ============= ============= LIABILITIES Current: Accounts payable and accruals $ 55,903 $ 62,883 Due to related parties 31,768 36,278 ------------- ------------- Total current liabilities 87,671 99,161 SHAREHOLDERS' EQUITY Share capital 16,414,666 16,414,666 Accumulated deficit (11,577,057) (11,061,405) ------------- ------------- Total shareholders' equity 4,837,609 5,353,261 ------------- ------------- Total liabilities and shareholders' equity $ 4,925,280 $ 5,452,422 ============= ============= The accompanying notes are an integral part of these consolidated financial statements.
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MINERA ANDES INC. "An Exploration Stage Corporation" CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT (U.S. Dollars-Unaudited) Period from Three Months Ended Six Months Ended July 1, 1994 ------------------------------- ------------------------------- commencement) June 30, June 30, June 30, June 30, through 1999 1998 1999 1998 June 30, 1999 ------------- ------------- ------------- ------------- ------------- Administration fees $ 7,360 $ 8,130 $ 15,379 $ 16,606 $ 167,941 Audit and accounting 11,229 11,011 42,770 45,344 209,262 Consulting fees 39,137 44,427 81,985 89,275 704,907 Depreciation 1,359 1,518 2,718 2,783 12,207 Equipment rental 1,518 1,518 3,035 3,035 15,977 Foreign exchange (gain) loss (18,758) 126,536 (30,342) 109,355 392,270 Insurance 16,144 17,937 32,288 35,875 120,820 Legal 25,143 45,042 77,131 59,226 428,966 Maintenance 0 42 51 54 317 Materials and supplies 0 1,552 0 1,570 45,512 Office overhead 63,112 109,563 111,805 174,444 1,157,372 Telephone 11,445 20,824 30,263 39,620 287,176 Transfer agent 1,187 4,501 2,404 8,421 64,802 Travel 11,504 3,419 26,694 15,373 263,355 Wages and benefits 51,127 54,550 101,974 110,720 816,676 Write-off of deferred expenditures 0 756,557 40,750 756,557 6,730,803 ------------- ------------- ------------- ------------- ------------- Total expenses 221,507 1,207,127 538,905 1,468,258 11,418,363 Interest income (8,269) (42,411) (24,529) (77,055) (427,312) ------------- ------------- ------------- ------------- ------------- Net loss for the period 213,238 1,164,716 514,376 1,391,203 10,991,051 Accumulated deficit, beginning of the period 11,362,543 7,896,617 11,061,405 7,665,814 0 Share issue costs 1,276 1,848 1,276 6,164 568,791 Deficiency on acquisition of subsidiary 0 0 0 0 17,215 ------------- ------------- ------------- ------------- ------------- Accumulated deficit, end of period $ 11,577,057 $ 9,063,181 $ 11,577,057 $ 9,063,181 $ 11,577,057 ============= ============= ============= ============= ============= Net loss per common share $ 0.01 $ 0.06 $ 0.03 $ 0.07 ============= ============= ============= ============= Weighted average shares outstanding 20,390,030 20,205,765 20,390,030 19,718,340 The accompanying notes are an integral part of these consolidated financial statements.
4
MINERA ANDES INC. "An Exploration Stage Corporation" CONSOLIDATED STATEMENTS OF MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS (U.S. Dollars-Unaudited) Period from Three Months Ended Six Months Ended July 1, 1994 ------------------------------- ------------------------------- commencement) June 30, June 30, June 30, June 30, through 1999 1998 1999 1998 June 30, 1999 ------------- ------------- ------------- ------------- ------------- Administration fees $ 6,072 $ 5,515 $ 11,965 $ 11,376 $ 316,428 Assays and analytical 49,908 58,412 101,928 147,019 868,929 Construction and trenching 2,484 0 2,484 23,576 507,957 Consulting fees 11,797 31,970 43,994 80,722 807,762 Depreciation 11,903 18,286 23,805 36,572 156,355 Drilling 78,970 90,192 83,661 177,603 730,385 Equipment rental 1,826 8,632 4,141 17,469 241,048 Geology 107,607 117,373 217,644 248,078 2,690,122 Geophysics 51,304 21,050 61,314 22,490 309,902 Insurance 9,863 14,044 19,569 24,883 187,449 Legal 33,267 26,491 57,014 48,638 549,897 Maintenance 6,640 5,690 18,437 16,782 145,142 Materials and supplies 10,571 10,906 38,501 23,053 402,606 Project overhead 10,330 10,841 18,996 15,079 258,489 Property and mineral rights 3,446 42,373 6,033 155,819 1,252,711 Telephone 4,939 2,893 7,606 7,456 56,095 Travel 28,685 56,104 101,473 146,604 877,655 Wages and benefits 39,638 36,547 81,154 75,589 660,412 ------------- ------------- ------------- ------------- ------------- Costs incurred during the period 469,250 557,319 899,719 1,278,808 11,019,344 Deferred costs, beginning of period 3,695,430 3,948,345 3,305,711 3,226,856 0 Deferred costs acquired 0 0 0 0 576,139 Deferred costs written off 0 (756,557) (40,750) (756,557) (6,730,803) Mineral property option proceeds 0 0 0 0 (700,000) ------------- ------------- ------------- ------------- ------------- Deferred costs, end of the period $ 4,164,680 $ 3,749,107 $ 4,164,680 $ 3,749,107 $ 4,164,680 ============= ============= ============= ============= ============= The accompanying notes are an integral part of these consolidated financial statements.
5
MINERA ANDES INC. "An Exploration Stage Corporation" CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. Dollars-Unaudited) Period from Three Months Ended Six Months Ended July 1, 1994 ------------------------------- ------------------------------- commencement) June 30, June 30, June 30, June 30, through 1999 1998 1999 1998 June 30, 1999 ------------- ------------- ------------- ------------- ------------- Operating Activities Net loss for the period $ (213,238) $ (1,164,716) $ (514,376) $ (1,391,203) $ (10,991,051) Adjustments to reconcile net loss to net cash used in operating activities: Write-off of incorporation costs 0 0 0 0 665 Write-off of deferred expenditures 0 756,557 40,750 756,557 6,730,803 Depreciation 1,359 1,518 2,718 2,783 12,207 Change in: Receivables and prepaid expense 30,797 844,846 45,995 73,922 (77,711) Accounts payable and accruals (24,381) (3,259) (6,980) (1,633) 55,903 Due to related parties (11,734) (7,678) (4,510) 13,040 31,768 ------------- ------------- ------------- ------------- ------------- Cash (used in) provided by operating activities (217,197) 427,268 (436,403) (546,534) (4,237,416) ------------- ------------- ------------- ------------- ------------- Investing Activities Incorporation costs 0 0 0 0 (665) Purchases of capital assets 0 (7,615) 0 (7,615) (295,279) Mineral properties and deferred exploration (457,347) (539,033) (875,914) (1,242,236) (10,862,989) Acquisition of subsidiaries 0 0 0 0 (17,817) Mineral property option proceeds 0 0 0 0 700,000 ------------- ------------- ------------- ------------- ------------- Cash used in investing activities (457,347) (546,648) (875,914) (1,249,851) (10,476,750) ------------- ------------- ------------- ------------- ------------- Financing Activities Shares issued for cash, less issue costs (1,276) 474,420 (1,276) 1,276,240 15,270,338 ------------- ------------- ------------- ------------- ------------- Cash (used in) provided by financing activities (1,276) 474,420 (1,276) 1,276,240 15,270,338 ------------- ------------- ------------- ------------- ------------- Increase (decrease) in cash and cash equivalents (675,820) 355,040 (1,313,593) (520,145) 556,172 Cash and cash equivalents, beginning of period 1,231,992 3,128,334 1,869,765 4,003,519 0 ------------- ------------- ------------- ------------- ------------- Cash and cash equivalents, end of period $ 556,172 $ 3,483,374 $ 556,172 $ 3,483,374 $ 556,172 ============= ============= ============= ============= ============= The accompanying notes are an integral part of these consolidated financial statements.
6 MINERA ANDES INC. "An Exploration Stage Corporation" NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. Dollars-Unaudited) 1. Accounting Policies The accompanying consolidated financial statements of Minera Andes Inc. (the "Corporation") for the three month and six month periods ended June 30, 1999 and 1998 and for the period from commencement (July 1, 1994) through June 30, 1999 have been prepared in accordance with accounting principles generally accepted in Canada which differ in certain respects from principles and practices generally accepted in the United States, as described in Note 2. Also, they are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results which may be achieved in the future. The December 31, 1998 financial information has been derived from the Corporation's audited consolidated financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 1998. The accounting policies set forth in the audited annual consolidated financial statements are the same as the accounting policies utilized in the preparation of these consolidated financial statements, except as modified for appropriate interim presentation. 2. Differences Between Canadian and United States Generally Accepted Accounting Principles Differences between Canadian and U.S. generally accepted accounting principles ("GAAP") as they pertain to the Corporation relate to accounting for share issue costs, loss per share, non-cash issuance of common shares, the acquisition of Scotia Prime Minerals, Incorporated, compensation expense associated with the release of shares from escrow, mineral properties and deferred exploration costs and stock-based compensation and are described in Note 13 to the Corporation's consolidated financial statements for the year ended December 31, 1998. The impact of the above on the interim consolidated financial statements is as follows:
June 30, 1999 Dec. 31, 1998 ------------- ------------- Accumulated deficit, end of period, per Canadian GAAP $ 11,577,057 $ 11,061,405 Adjustment for acquisition of Scotia 248,590 248,590 Adjustment for compensation expense 6,324,914 6,324,914 Adjustment for share issue costs (568,791) (567,515) Adjustment for deferred exploration costs 4,028,409 3,175,473 ------------- ------------- Accumulated deficit, end of period, per U.S. GAAP $ 21,610,179 $ 20,242,867 ============= =============
7 MINERA ANDES INC. "An Exploration Stage Corporation" NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. Dollars-Unaudited)
June 30, Dec. 31, 1999 1998 ----------- ----------- Share capital, per Canadian GAAP $16,414,666 $16,414,666 Adjustment for acquisition of Scotia 248,590 248,590 Adjustment for compensation expense 6,324,914 6,324,914 Adjustment for share issue costs (568,791) (567,515) ----------- ----------- Share capital, per U.S. GAAP $22,419,379 $22,420,655 =========== ===========
Period from Three Months Ended Six Months Ended July 1, 1994 --------------------------- --------------------------- (commencement) June 30, June 30, June 30, June 30, through 1999 1998 1999 1998 June 30, 1999 ---------- ---------- ---------- ---------- ------------- Net loss for the period, per Canadian GAAP $ 213,238 $1,164,716 $ 514,376 $1,391,203 $ 10,991,051 Adjustment for acquisition of Scotia 0 0 0 0 248,590 Adjustment for compensation expense 0 0 0 0 6,324,914 Adjustment for deferred exploration costs 465,804 (241,611) 852,936 366,432 4,028,409 ---------- ---------- ---------- ---------- ------------- Loss for period, per U.S. GAAP $ 679,042 $ 923,105 $1,367,312 $1,757,635 $ 21,592,964 ========== ========== ========== ========== ============= Loss per common share, per U.S. GAAP $ 0.03 $ 0.05 $ 0.07 $ 0.09 ========== ========== ========== ==========
3. Summary of Significant Accounting Policies In January 1999, the Corporation adopted the requirements of Canadian Institute of Chartered Accountants (CICA) 1540, "Cash Flow Statements", in preparing the statement of cash flows. The comparative information for the three month and six month periods ended June 30, 1998 has been restated to reflect the presentation in the current period. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Note Regarding Forward-Looking Statements - ----------------------------------------- The information in this report includes "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 ("1934 Act"), and is subject to the safe harbor created by those sections. Factors that could cause results to differ materially from those projected include, but are not limited to, results of current exploration activities, the market price of precious and base metals, the availability of joint venture partners or sources of financing, and other risk factors detailed in the Corporation's Securities and Exchange Commission filings. Overview - -------- The principal business of the Corporation is the exploration and development of mineral properties, located primarily in the Republic of Argentina, consisting of mineral rights and applications for mineral rights, covering approximately 198,000 hectares in six provinces in Argentina. The lands comprise option-to-purchase contracts, exploration and mining agreements and direct interests through the Corporation's filings for exploration concessions. The Corporation carries out its business by acquiring, exploring and evaluating mineral properties through its ongoing exploration program. Following exploration, the Corporation either seeks to enter joint ventures to further develop these properties or disposes of them if the properties do not meet the Corporation's requirements. The Corporation's properties are all early stage exploration properties and no proven or probable reserves have been identified. Plan of Operations - ------------------ The Corporation has budgeted and plans to spend approximately $0.3 million over the next six months for mineral property and exploration activities on its properties in Argentina and on operating costs. While existing funds and projected sources of revenue will be sufficient for these six months, the Corporation is actively pursuing financing opportunities to raise funds for exploration and operations into the year 2000. To date the Corporation has no firm agreements to provide this additional funding. If the Corporation were to determine to develop a property or group of properties beyond the stage of exploration, substantial additional financing would be necessary. Such financing would likely be in the form of equity, debt or a combination of equity and debt. There is no assurance that such financing will be available to the Corporation on favorable terms. Results of Operations - --------------------- Second quarter 1999 compared with second quarter 1998 The Corporation had a net loss of $213,000 ($0.01 per share) for the second quarter of 1999, compared with a net loss of $1,165,000 ($0.06 per share) for the second quarter of 1998. The net loss for the second quarter of 1998 included $757,000 in write-offs of deferred mineral properties and exploration costs, while there were no write-offs in the second quarter of 1999. In addition to this difference, the Corporation cut its costs in all areas compared with the corresponding 1998 quarter. Legal costs were only 55 percent of last year's costs (and those for the first quarter of 1999), and the Corporation had an exchange gain in the 1999 quarter compared with an exchange loss in the 1998 quarter. Total mineral property and deferred exploration costs were $469,000 during the second quarter of 1999, compared with $557,000 in the second quarter last year. There were exploration drilling programs in both periods, but the Corporation was able to realize some savings in a number of property exploration cost areas. 9 Six months ended June 30, 1999 compared with the six months ended June 30, 1998 The Corporation had a net loss of $514,000 for the six months ended June 30, 1999, compared with a net loss of $1,391,000 for the comparable period in 1998. The results in the 1998 period included the write-off ($757,000) of the Santa Clara property, whereas write-offs in the 1999 period were only $41,000. The Corporation cut its costs in the 1999 period, of which the most significant were office overhead costs and exchange gains and losses (a gain in this period compared with a loss last year). Additional legal and travel costs were incurred within the 1999 period compared with the 1998 period, mainly as a result of costs incurred for the unit financing announced in February 1999, which was not pursued. Total mineral property and deferred exploration costs for the six months were $900,000 in 1999 and $1,279,000 in the comparable period last year. Expenditures in both years were focused on the El Pluma/Cerro Saavedra property with less drilling but more geophysical consulting during the 1999 period. Deferred expenditures related to mineral properties and exploration increased to $4,165,000 at June 30, 1999, compared with $3,749,000 a year earlier. Liquidity and Capital Resources Due to the nature of the mining industry, the acquisition, exploration and development of mineral properties requires significant expenditures prior to the commencement of production. To date, the Corporation has financed its activities through the sale of equity securities and joint venture arrangements. The Corporation expects to use similar financing techniques in the future. However, there can be no assurance that the Corporation will be successful with such financings. See "Plan of Operations". At June 30, 1999, the Corporation had cash and cash equivalents of $556,000, down from $3,483,000 at June 30, 1998. Working capital at June 30, 1999 was $546,000. The Corporation's operating activities showed some savings and used $436,000 for the first six months of 1999, compared with $547,000 in 1998. Investing activities were $876,000 in the 1999 period compared with $1,250,000 a year earlier, although the focus in both periods was on the El Pluma/Cerro Saavedra property. There were no financing activities in the first six months of 1999 (following the termination of the proposed unit financing), whereas the Corporation received $1,276,000 in the same period last year from the exercise of warrants and options. Cash and cash equivalents decreased in the first six months by $675,000 in 1999 and $1,314,000 in 1998. Year 2000 Issue As the year 2000 approaches, there are uncertainties concerning whether computer systems will properly recognize date-sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or fail. The Corporation's computer systems and software are already configured to accommodate dates beyond the year 2000. The Corporation believes that the year 2000 will not pose significant operational problems for the Corporation's computer systems; however, the Corporation has not yet completed its verification of the computer systems of suppliers and other third parties with whom it deals. While it is not possible at this time to assess the effect of a third party's inability to adequately address year 2000 issues, the Corporation does not believe the potential problems associated with year 2000 will have a material effect on its operations or financial results. New Accounting Pronouncement In January 1999, the Corporation adopted the requirements of Canadian Institute of Chartered Accountants (CICA) 1540, "Cash Flow Statements", in preparing the statement of cash flows. The comparative information for the three month and six month periods ended June 30, 1998 has been restated to reflect the presentation in the current year. 10 PART II - OTHER INFORMATION --------------------------- Item 4. Submission of Matters to a Vote of Security Holders a. The Corporation held its annual general and special meeting of shareholders in Calgary, Alberta on June 25, 1999. b. The following directors were elected at the meeting: Allen V. Ambrose, John Johnson Crabb, A.D. Drummond, Armand Hansen, Bonnie L. Kuhn and Allan J. Marter. c. The following matters were voted on at the meeting:
Abstentions/ Broker Matters For Against Withheld Non-Votes - -------------------------------------------- ---------- ------- --------- ------------ Ordinary resolution setting the number of directors at six (6): 11,684,288 18,816 4,200 Election of directors for the ensuing year: Allen V. Ambrose: 11,691,288 16,016 John Johnson Crabb: 11,691,288 16,016 A.D. Drummond: 11,691,288 16,016 Armand Hansen: 11,691,288 16,016 Bonnie L. Kuhn: 11,689,288 18,016 Allan J. Marter: 11,691,288 16,016 Appointment of PricewaterhouseCoopers LLP as auditor for the ensuing year at a remuneration to be fixed by the directors: 11,695,221 8,083 4,000 Approve the issuance of up to 20,390,030 common shares during the next 12 months: 7,460,364 119,912 4,127,028 Approve, by disinterested stockholders, the 2,362,181 91,595 4,133,528 5,120,000 participation by N.A. Degerstrom, Inc. in any private placements within the next 12 months:
Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit Number Description -------------- ----------- 27 Financial Data Schedule b. Reports on Form 8-K: None 11 SIGNATURES ---------- In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MINERA ANDES INC. Date: August 12, 1999 By: ALLEN V. AMBROSE --------------- ---------------- Allen V. Ambrose President Date: August 12, 1999 By: ALLAN J. MARTER --------------- --------------- Allan J. Marter Chief Financial Officer (Principal Financial and Accounting Officer) 12 EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 27 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDUL
5 This schedule contains summary financial information extracted from the unaudited interim consolidated financial statements of Minera Andes Inc. for the three-month period ended June 30, 1999 and is qualified in its entirety by reference to such financial statements. 6-MOS DEC-31-1999 JUN-30-1999 556,172 0 25,983 0 0 633,833 4,459,960 168,563 4,925,280 87,671 0 0 0 16,414,666 (11,577,057) 4,925,280 0 0 0 0 213,238 0 0 (213,238) 0 (213,238) 0 0 0 (213,238) (0.01) 0
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