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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, 2002
[_] 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, 2002: 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,
2002 2001
------------ ------------
ASSETS
Current:
Cash and cash equivalents $ 163,225 $ 120,985
Receivables and prepaid expenses 32,566 17,547
------------ ------------
Total current assets 195,791 138,532
Mineral properties and deferred exploration costs 3,362,956 3,520,389
Capital assets, net 7,494 9,148
------------ ------------
Total assets $ 3,566,241 $ 3,668,069
============ ============
LIABILITIES
Current:
Accounts payable and accruals $ 7,762 $ 5,269
Due to related parties 105,364 103,133
------------ ------------
Total current liabilities 113,126 108,402
------------ ------------
SHAREHOLDERS' EQUITY
Share capital 18,197,422 18,197,422
Accumulated deficit (14,744,307) (14,637,755)
------------ ------------
Total shareholders' equity 3,453,115 3,559,667
------------ ------------
Total liabilities and shareholders' equity $ 3,566,241 $ 3,668,069
============ ============
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
2002 2001 March 31, 2002
------------ ------------ --------------
Administration fees $ 6,387 $ 5,856 $ 237,342
Audit and accounting 7,183 27,786 340,015
Consulting fees 10,948 8,719 930,908
Depreciation 985 1,069 59,320
Equipment rental 0 0 21,522
Foreign exchange (gain) loss 13,432 549 420,444
Insurance 1,360 6,300 231,334
Legal 10,776 23,074 651,032
Maintenance 0 0 892
Materials and supplies 0 0 45,512
Office overhead 8,171 15,057 1,376,449
Telephone 2,444 4,516 358,260
Transfer agent 1,097 1,573 93,577
Travel 3,138 3,129 315,551
Wages and benefits 40,792 36,829 1,241,017
Write-off of deferred costs 0 0 8,118,123
------------ ------------ ------------
Total expenses 106,713 134,457 14,441,298
Gain on sale of capital assets 0 (20,108) (104,588)
Interest income (161) (249) (452,632)
------------ ------------ ------------
Net loss for the period 106,552 114,100 13,884,078
Accumulated deficit, beginning of the period 14,637,755 14,254,066 0
Share issue costs 0 0 843,014
Deficiency on acquisition of subsidiary 0 0 17,215
------------ ------------ ------------
Accumulated deficit, end of the period $ 14,744,307 $ 14,368,166 $ 14,744,307
============ ============ ============
Basic and diluted net loss per common share $ (0.004) $ (0.004)
============ ============
Weighted average shares outstanding 30,046,030 30,017,408
============ ============
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
2002 2001 March 31, 2002
------------ ------------ --------------
Administration fees $ 4,057 $ 4,597 $ 362,056
Assays and analytical 0 0 938,822
Construction and trenching 0 0 507,957
Consulting fees 4,035 10,385 917,584
Depreciation 669 2,939 169,536
Drilling 0 0 928,833
Equipment rental 0 0 244,068
Geology 1,125 1,628 2,904,568
Geophysics 0 0 309,902
Insurance 1,413 2,635 239,657
Legal 0 28,426 648,405
Maintenance 1,262 761 160,327
Materials and supplies 53 229 433,531
Project overhead 340 1,434 296,169
Property and mineral rights 982 2,364 1,284,136
Telephone 4 272 81,397
Travel 1,581 2,397 1,005,976
Wages and benefits 27,046 30,646 972,016
------------ ------------ ------------
Costs incurred during the period 42,567 88,713 12,404,940
Deferred costs, beginning of the period 3,520,389 3,859,297 0
Deferred costs, acquired 0 0 576,139
Deferred costs written off 0 0 (8,118,123)
Mineral property option proceeds (200,000) (250,000) (1,500,000)
------------ ------------ ------------
Deferred costs, end of the period $ 3,362,956 $ 3,698,010 $ 3,362,956
============ ============ ============
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
2002 2001 March 31, 2002
------------ ------------- --------------
Operating Activities
Net loss for the period $ (106,552) $ (114,100) $ (13,884,078)
Adjustments to reconcile net loss to net cash used in operating
activities:
Write-off of incorporation costs 0 0 665
Write-off of deferred expenditures 0 0 8,118,123
Depreciation 985 1,069 59,320
Gain on sale of capital assets 0 (20,108) (104,588)
Change in:
Receivables and prepaid expense (15,019) (17,899) (30,580)
Accounts payable and accruals 2,493 20,011 (11,439)
Due to related parties 2,231 (25,375) 105,364
------------ ------------ -------------
Cash used in operating activities (115,862) (156,402) (5,747,213)
------------ ------------ -------------
Investing Activities
Incorporation costs 0 0 (665)
Proceeds from sale (purchase) of capital assets 0 30,000 (141,762)
Mineral properties and deferred exploration (41,898) (85,774) (12,235,404)
Proceeds from sale of subsidiaries 0 0 9,398
Mineral property option proceeds 200,000 250,000 1,500,000
------------ ------------ -------------
Cash provided by (used in) investing activities 158,102 194,226 (10,868,433)
------------ ------------ -------------
Financing Activities
Shares and subscriptions issued for cash,
less issue costs 0 7,558 16,778,871
------------ ------------ -------------
Cash provided by financing activities 0 7,558 16,778,871
------------ ------------ -------------
Increase in cash and cash equivalents 42,240 45,382 163,225
Cash and cash equivalents, beginning of period 120,985 101,818 0
------------ ------------ -------------
Cash and cash equivalents, end of period $ 163,225 $ 147,200 $ 163,225
============ ============ =============
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, Financial Condition and Liquidity
The accompanying consolidated financial statements of Minera Andes Inc. (the
"Corporation") for the three month periods ended March 31, 2002 and 2001 and for
the period from commencement (July 1, 1994) through March 31, 2002 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, 2001 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, 2001. 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, 2002, there was significant doubt that the Corporation would be able to
continue as a going concern.
For the three months ended March 31, 2002, the Corporation had a loss of
approximately $107,000 and an accumulated deficit of approximately $14.7
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 loss per
share, 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 10 to the Corporation's consolidated financial statements for the year
ended December 31, 2001.
7
The impact of the above on the interim consolidated financial statements is as
follows:
March 31, Dec. 31,
2002 2001
----------- -----------
Shareholders' equity, end of period, per
Canadian GAAP $ 3,453,115 $ 3,559,667
Adjustment for acquisition and deferred
exploration costs (3,362,956) (3,520,389)
----------- -----------
Shareholders' equity, end of period, per
U.S. GAAP $ 90,159 $ 39,278
=========== ===========
Period from
July 1, 1994
Three Months Ended
(commencement)
March 31, March 31, through
2002 2001 March 31, 2002
----------- ----------- ------------------
Net loss for the period, per Canadian GAAP $ 106,552 $ 114,100 $13,884,078
Adjustment for acquisition of Scotia 0 0 248,590
Adjustment for compensation expense 0 0 6,324,914
Adjustment for deferred exploration costs (157,433) 86,349 3,362,956
----------- ----------- -----------
Net loss (income) for the period, per U.S. GAAP $ (50,881) $ 200,449 $23,820,538
=========== =========== ===========
Net loss (income) per common share, per U.S. GAAP,
basic and diluted $ (0.002) $ 0.007
=========== ===========
3. 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 the 2002 and 2001periods, 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 2002 and 2001.
4. Mineral Properties and Deferred Exploration Costs
In January 2002, Argentine laws went into effect on all dollar contracts,
whereby they were converted to pesos at a ratio of one peso equals one dollar.
The Argentina government also put into place laws that prohibit Argentina
companies from transferring money out of the country.
The new laws also provide that the parties to an agreement affected by these
changes will negotiate a restructuring of their respective obligations,
attempting to share in an equitable manner the effects of change in exchange
rate
8
within 180 days. If an agreement cannot be reached, the parties can follow
mediation procedures in the appropriate tribunals. During the restructuring or
mediation procedure the debtor party cannot refuse to make payments and the
creditor cannot refuse to accept payment.
The agreements on the Chubut properties are between Argentine subsidiaries of
Minera Andes Inc. and Brancote Holdings PLC ("Brancote") and are affected by
these laws. Brancote and the Corporation are not Argentine companies. The
agreements are in U.S. dollars and the payment was specified to be made to an
account outside the country. The Corporation is currently seeking legal advice
inside and out of Argentina, and is not able to ascertain the impact that the
law and currency changes in Argentina will have on the Corporation.
Brancote has tendered payment in pesos because all Argentine contracts were
converted to pesos, however the Corporation has not taken the money because we
are in dispute over the payment in pesos instead of U.S. dollars. Negotiations
are ongoing.
In the first quarter 2002, the Corporation received $200,000 from Mauricio
Hochschild & Cia. Ltda. under the option and joint venture agreement signed on
March 15, 2001, for the exploration and possible development of the
Corporation's El Pluma/Cerro Saavedra properties in Santa Cruz Province.
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
163,000 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 $83,000 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 at least the end
of 2002.
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.
9
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 $450,000 on its
mineral property and exploration activities and general and administrative
expenses for the balance of the year ending December 31, 2002, with most
properties being kept on care and maintenance. While the Corporation's existing
funds and estimated receipts under the joint venture should be sufficient, the
Corporation will also try to raise additional funding during the next few months
in order to continue its operations over the longer term. If additional funds
are raised during 2002, 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 is working on various plans to obtain such
financing but there is no assurance that such financing, would be available to
the Corporation on favorable terms.
Results of Operations
---------------------
First quarter 2002 compared with first quarter 2001
The Corporation had a net loss of approximately $107,000 for the first quarter
of 2002, almost identical to the net loss of approximately $114,000 for the
first quarter of 2001. Total mineral property and deferred exploration costs
were only approximately $43,000 (before mineral property option proceeds) during
the first quarter of 2002, compared with approximately $89,000 spent in the
first quarter of 2001. 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 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, 2002 the Corporation had cash and cash equivalents of approximately
$163,000 compared to approximately $147,000 at March 31, 2001. Working capital
at March 31, 2002 was approximately $83,000, sufficient, together with funds
from 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 2002. The Corporation's operating
activities used approximately $0.1 million in the first quarter of 2002 compared
with approximately $0.2
10
million in the first quarter of 2001. Investing activities provided
approximately $158,000 (as a result of property option proceeds received in the
quarter) in the first quarter of 2002 compared with approximately $194,000
provided in the first quarter of 2001, with focus in both periods being on the
El Pluma/Cerro Saavedra property. Cash and cash equivalents increased in the
first quarter by approximately $42,000 in 2002 compared with an increase of
approximately $45,000 in the same period in 2001.
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, 2002, there was significant doubt that the Corporation would be able to
continue as a going concern.
For the three months ended March 31, 2002, the Corporation had a loss of
approximately $107,000 and an accumulated deficit of approximately $14.7
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
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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 10, 2002 By: /s/ Allen V. Ambrose
---------------------- ---------------------------------------
Allen V. Ambrose
President
Date: May 10, 2002 By: /s/ Bonnie L. Kuhn
---------------------- ---------------------------------------
Bonnie L. Kuhn
Chief Financial Officer and Secretary
13