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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 March 31, 2001
[ ] 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 April 30, 2001: 30,046,030 shares of common stock, with
no par value
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
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TABLE OF CONTENTS
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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 6 Exhibits and Reports on Form 8-K.............................. 12
SIGNATURES................................................................... 13
2
MINERA ANDES INC.
"An Exploration Stage Corporation"
CONSOLIDATED BALANCE SHEETS
(U.S. Dollars - Unaudited)
March 31, December 31,
2001 2000
--------- ------------
ASSETS
Current:
Cash and cash equivalents $ 147,200 $ 101,818
Receivables and prepaid expenses 50,338 32,439
------------ ------------
Total current assets 197,538 134,257
Mineral properties and deferred exploration costs 3,698,010 3,859,297
Capital assets, net 27,163 41,063
------------ ------------
Total assets $ 3,922,711 $ 4,034,617
============ ============
LIABILITIES
Current:
Accounts payable and accruals $ 68,523 $ 48,512
Due to related parties 24,932 50,307
------------ ------------
Total current liabilities 93,455 98,819
------------ ------------
SHAREHOLDERS' EQUITY
Share capital 18,197,422 18,189,864
Accumulated deficit (14,368,166) (14,254,066)
------------ ------------
Total shareholders' equity 3,829,256 3,935,798
------------ ------------
Total liabilities and shareholders'
equity $ 3,922,711 $4,034,617
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
3
MINERA ANDES INC.
"An Exploration Stage Corporation"
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(U.S. Dollars-Unaudited)
Period from
Three Months Ended July 1, 1994
------------------------- (commencement)
March 31, March 31, through
2001 2000 March 31, 2001
----------- ----------- --------------
Administration fees $ 5,856 $ 6,880 $ 210,868
Audit and accounting 27,786 26,790 316,008
Consulting fees 8,719 27,998 885,269
Depreciation 1,069 986 55,126
Equipment rental 0 1,517 21,522
Foreign exchange (gain) loss 549 (4,070) 406,964
Insurance 6,300 16,613 216,014
Legal 23,074 30,334 597,260
Maintenance 0 0 892
Materials and supplies 0 0 45,512
Office overhead 15,057 24,405 1,317,646
Telephone 4,516 13,781 342,914
Transfer agent 1,573 6,041 88,536
Travel 3,129 8,121 310,720
Wages and benefits 36,829 39,602 1,081,721
Write-off of deferred costs 0 0 8,118,123
----------- ----------- ------------
Total expenses 134,457 198,998 14,015,095
Gain on sale of capital assets (20,108) 0 (55,112)
Interest income (249) (8,635) (452,046)
----------- ----------- ------------
Net loss for the period 114,100 190,363 13,507,937
Accumulated deficit, beginning of the period 14,254,066 12,999,237 0
Share issue costs 0 104,184 843,014
Deficiency on acquisition of subsidiary 0 0 17,215
----------- ----------- ------------
Accumulated deficit, end of the period $14,368,166 $13,293,784 $ 14,368,166
=========== =========== ============
Basic and diluted net loss per common share $ nil $ 0.01
=========== ===========
Weighted average shares outstanding 30,017,408 27,925,345
=========== ===========
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 July 1, 1994
------------------------- (commencement)
March 31, March 31, through
2001 2000 March 31, 2001
----------- ---------- --------------
Administration fees $ 4,597 $ 4,098 $ 347,620
Assays and analytical 0 30,013 938,822
Construction and trenching 0 0 507,957
Consulting fees 10,385 15,063 903,259
Depreciation 2,939 4,680 164,380
Drilling 0 145,008 928,833
Equipment rental 0 0 244,068
Geology 1,628 56,502 2,902,743
Geophysics 0 0 309,902
Insurance 2,635 5,502 231,743
Legal 28,426 563 648,211
Maintenance 761 4,682 157,573
Materials and supplies 229 20,652 431,553
Project overhead 1,434 3,727 293,410
Property and mineral rights 2,364 12,165 1,280,589
Telephone 272 4,068 81,354
Travel 2,397 37,514 999,507
Wages and benefits 30,646 27,270 868,470
----------- ----------- ------------
Costs incurred during the period 88,713 371,507 12,239,994
Deferred costs, beginning of the period 3,859,297 3,622,902 0
Deferred costs, acquired 0 0 576,139
Deferred costs written off 0 0 (8,118,123)
Mineral property option proceeds (250,000) 0 (1,000,000)
----------- ----------- ------------
Deferred costs, end of the period $ 3,698,010 $ 3,994,409 $ 3,698,010
=========== =========== ============
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 July 1, 1994
------------------------- (commencement)
March 31, March 31, through
2001 2000 March 31, 2001
----------- ---------- --------------
Operating Activities
Net loss for the period $ (114,100) $(190,363) $(13,507,937)
Adjustments to reconcile net loss to
net cash used in operating activities:
Write-off of incorporation costs 0 0 665
Write-off of deferred costs 0 0 8,118,123
Depreciation 1,069 986 55,126
Gain on sale of capital assets (20,108) 0 (55,112)
Change in:
Receivables and prepaid expense (17,899) (910) (48,352)
Accounts payable and accruals 20,011 (76,515) 49,322
Due to related parties (25,375) 41,507 24,932
---------- --------- ------------
Cash used in operating activities (156,402) (225,295) (5,363,233)
---------- --------- ------------
Investing Activities
Incorporation costs 0 0 (665)
Sale (purchase) of capital assets 30,000 0 (191,557)
Mineral properties and deferred exploration (85,774) (366,827) (12,075,614)
Acquisition of subsidiaries 0 0 (602)
Mineral property option proceeds 250,000 0 1,000,000
---------- --------- ------------
Cash provided by (used in) investing activities 194,226 (366,827) (11,268,438)
---------- --------- ------------
Financing Activities
Shares issued for cash, less issue costs 7,558 962,899 16,778,871
---------- --------- ------------
Cash provided by financing activities 7,558 962,899 16,778,871
---------- --------- ------------
Increase in cash and cash equivalents 45,382 370,777 147,200
Cash and cash equivalents, beginning of the period 101,818 483,471 0
---------- --------- ------------
Cash and cash equivalents, end of the period $ 147,200 $ 854,248 $ 147,200
========== ========= ============
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 periods ended March 31, 2001 and 2000 and for
the period from commencement (July 1, 1994) through March 31, 2001 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, 2000 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, 2000. 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.
The recoverability of amounts shown as mineral properties and deferred
exploration costs is dependent upon the existence of economically recoverable
reserves, the ability of the Corporation to obtain necessary financing to
complete their development, and future profitable production or disposition
thereof. The accompanying consolidated financial statements have been prepared
using accounting principles generally accepted in Canada applicable to a going
concern. The use of such principles may not be appropriate because, as of March
31, 2001, there was significant doubt that the Corporation would be able to
continue as a going concern.
For the three months ended March 31, 2001, the Corporation had a loss of
approximately $114,000 and an accumulated deficit of approximately $14.4
million. In addition, due to the nature of the mining business, 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 and is actively pursuing such additional sources of
financing.
Although there is no assurance that the Corporation will be successful in these
actions, management believes that they will be able to secure the necessary
financing to enable it to continue as a going concern. Accordingly, these
financial statements do not reflect adjustments to the carrying value of assets
and liabilities, the reported revenues and expenses and balance sheet
classifications used that would be necessary if the going concern assumption
were not appropriate. Such adjustments could be material.
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, 2000.
7
MINERA ANDES INC.
"An Exploration Stage Corporation"
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. Dollars-Unaudited)
The impact of the above on the interim consolidated financial statements is as
follows:
March 31, Dec. 31,
2001 2000
----------- -----------
Accumulated deficit, end of period,
per Canadian GAAP $14,368,166 $14,254,066
Adjustment for acquisition of Scotia 248,590 248,590
Adjustment for compensation expense 6,324,914 6,324,914
Adjustment for share issue costs (843,014) (843,014)
Adjustment for deferred exploration costs 3,794,858 3,708,509
----------- -----------
Accumulated deficit, end of period,
per U.S. GAAP $23,893,514 $23,693,065
=========== ===========
March 31, Dec. 31,
2001 2000
----------- -----------
Share capital, per Canadian GAAP $18,197,422 $18,189,864
Adjustment for acquisition of Scotia 248,590 248,590
Adjustment for compensation expense 6,324,914 6,324,914
Adjustment for share issue costs (843,014) (843,014)
----------- -----------
Share capital, per U.S. GAAP $23,927,912 $23,920,354
=========== ===========
Period from
Three Months Ended July 1, 1994
------------------------- (commencement)
March 31, March 31, through
2001 2000 March 31, 2001
----------- ----------- --------------
Net loss for the period, per Canadian GAAP $114,100 $190,363 $13,507,937
Adjustment for acquisition of Scotia 0 0 248,590
Adjustment for compensation expense 0 0 6,324,914
Adjustment for deferred exploration costs 86,349 359,342 3,794,858
-------- -------- -----------
Loss for the period, per U.S. GAAP $200,449 $549,705 $23,876,299
======== ======== ===========
Loss per common share, per U.S. GAAP $0.01 $ 0.02
======== ========
8
MINERA ANDES INC.
"An Exploration Stage Corporation"
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. Dollars-Unaudited)
3. Changes to Share Capital
At January 31, 2001, warrants to acquire 9,200,000 Common Shares at an exercise
price of Cdn$0.35 per share expired without being exercised.
During the quarter ended March 31, 2001, the Corporation issued 46,000 shares
for the exercise of stock options and received proceeds of Cdn$11,500
(US$7,558).
4. Basic and Diluted Loss Per Common Share
Basic earnings per share (EPS) is calculated by dividing loss applicable to
common shareholders by the weighted-average number of common shares outstanding
for the year. Diluted EPS reflects the potential dilution that could occur if
potentially dilutive securities were exercised or converted to common stock. Due
to the losses in 2001 and 2000, potentially dilutive securities were excluded
from the calculation of diluted EPS, as they were anti-dilutive. Therefore,
there was no difference in the calculation of basic and diluted EPS in 2001 and
2000.
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
approximately163,000 hectares in three provinces in Argentina. 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 working capital of approximately $104,000, sufficient,
together with funds from the joint ventures on the El Pluma/Cerro Saavedra and
Chubut properties, as estimated by management, to cover its budgeted
expenditures for mineral property and exploration activities on its properties
in Argentina, and general and administrative expenses through the end of 2001.
9
On March 15, 2001, Minera Andes Inc. signed an option and joint venture
agreement with Mauricio Hochschild & Cia. Ltda. (Hochschild), Lima, Peru, for
the exploration and possible development of Minera Andes' 217,000-acre (88,000
hectares) epithermal gold-silver exploration land package in southern Argentina.
The land package, known as El Pluma/Cerro Saavedra, includes Huevos Verdes, a
high-grade gold/silver vein system target, and Minera Andes' most advanced
exploration prospect. The signing allows Hochschild to immediately begin
exploration work on El Pluma/ Cerro Saavedra, and required an initial payment to
Minera Andes of US$200,000 (received on March 19, 2001) as part of a total
annual payment of US$400,000.
Under the agreement, Hochschild can earn a 51 percent ownership in El
Pluma/Cerro Saavedra by spending a total of US$3 million in three years, and a
minimum of US$100,000 per year on exploration targets within El Pluma/Cerro
Saavedra other than Huevos Verdes, the most advanced prospect. In addition,
Hochschild will make semi-annual payments totaling US$400,000 per year until
pilot plant production is achieved.
The agreement also outlines a business plan for possible mining production based
on the positive exploration results achieved to date by Minera Andes at Huevos
Verdes.
Once Hochschild vests at 51 percent ownership, Minera Andes will have the option
of participating in the development of a pilot production plant that would
process a minimum of 50 tons per day (tpd). Minera Andes may participate on
either a pro-rata basis, or by choosing to retain a 35 percent "carried"
ownership interest. Upon the successful completion and operation of the 50 tpd
plant, Minera Andes would have the option of participating on a pro-rata basis,
or choosing a 15 percent interest in return to being "carried" to first
production of 500 tpd.
The Corporation has budgeted and plans to spend approximately $0.5 million on
its mineral property and exploration activities and general and administrative
expenses for the year ending December 31, 2001, with most properties being kept
on care and maintenance. The Corporation's existing funds, plus funds from the
joint venture properties, are estimated by management to be sufficient to
finance these activities through the end of 2001. If additional funds are raised
during 2001, through the exercise of warrants or options, through a further
equity financing, by the sale of property interests or by joint venture
financing, additional exploration could be planned and carried out. If the
Corporation were to develop a property or a group of properties beyond the
exploration stage, substantial additional financing would be necessary. Such
financing would likely be in the form of equity, debt, or a combination of
equity and debt. The Corporation has no current plan to seek such financing and
there is no assurance that such financing, if necessary, would be available to
the Corporation on favorable terms.
Results of Operations
---------------------
First quarter 2001 compared with first quarter 2000
The Corporation had a net loss of approximately $114,000 for the first quarter
of 2001, compared with a net loss of approximately $190,000 for the first
quarter of 2000. The decrease in net loss can be attributed to a reduction in
the Corporation's general and administrative expenses in the first quarter of
2001 as compared to the first quarter of 2000. Total mineral property and
deferred exploration costs were approximately $89,000 (before mineral property
option proceeds) during the first quarter of 2001, compared with approximately
$372,000 spent in the first quarter of 2000. The Corporation is maintaining its
staff in Argentina at minimum levels, while still completing geological
consulting contracts on its major property. Expenditures in both periods were
focused on the El Pluma/Cerro Saavedra property.
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
10
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 March 31, 2001, the Corporation had cash and cash equivalents of
approximately $147,000 compared to approximately $102,000 at March 31, 2000.
Working capital at March 31, 2001 was approximately $104,000, sufficient,
together with anticipated funds from the joint ventures on the El Pluma/Cerro
Saavedra and Chubut properties, as estimated by management, to cover its
budgeted expenditures for mineral property and exploration activities on its
properties in Argentina and general and administrative expenses through the end
of 2001. The Corporation's operating activities used approximately $0.2 million
in the first quarter of 2001 compared with approximately $0.2 million in the
first quarter of 2000. Investing activities provided approximately $0.2 million
(as a result of property option proceeds received in the quarter) in the first
quarter of 2001 compared with approximately $0.4 million used in the first
quarter of 2000, with focus in both periods being on the El Pluma/Cerro Saavedra
property. Cash and cash equivalents increased in the first quarter by
approximately $45,000 in 2001compared with approximately $371,000 in the same
period in 2000.
The recoverability of amounts shown as mineral properties and deferred
exploration costs is dependent upon the existence of economically recoverable
reserves, the ability of the Corporation to obtain necessary financing to
complete their development, and future profitable production or disposition
thereof. The accompanying consolidated financial statements have been prepared
using accounting principles generally accepted in Canada applicable to a going
concern. The use of such principles may not be appropriate because, as of March
31, 2001, there was significant doubt that the Corporation would be able to
continue as a going concern.
For the three months ended March 31, 2001, the Corporation had a loss of
approximately $114,000 and an accumulated deficit of approximately $14.4
million. In addition, due to the nature of the mining business, 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 and is actively pursuing such additional sources of
financing.
Although there is no assurance that the Corporation will be successful in these
actions, management believes that they will be able to secure the necessary
financing to enable it to continue as a going concern. Accordingly, these
financial statements do not reflect adjustments to the carrying value of assets
and liabilities, the reported revenues and expenses and balance sheet
classifications used that would be necessary if the going concern assumption
were not appropriate. Such adjustments could be material.
11
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: None
b. Reports on Form 8-K: None
12
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: May 14, 2001 By: /s/ Allen V. Ambrose
---------------------- -------------------------------------
Allen V. Ambrose
President
By: /s/ Bonnie L. Kuhn
-------------------------------------
Bonnie L. Kuhn
Secretary and Chief Financial Officer
13