APEX SILVER MINES LTD
10-Q, 1999-11-12
GOLD AND SILVER ORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q
(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999.

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM________TO________.

                         COMMISSION FILE NUMBER 1-13627

                            APEX SILVER MINES LIMITED
                            -------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CAYMAN ISLANDS, BRITISH WEST INDIES                    NOT APPLICABLE
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)


        CALEDONIAN HOUSE
         JENNETT STREET
       GEORGETOWN, GRAND CAYMAN
CAYMAN ISLANDS, BRITISH WEST INDIES                    NOT APPLICABLE
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)


                                 (345) 949-0050
- -------------------------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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
                                         ----      ----

AT NOVEMBER 12, 1999, 34,428,788 ORDINARY SHARES, $0.01 PAR VALUE PER SHARE,
WERE ISSUED AND OUTSTANDING.

<PAGE>

                            APEX SILVER MINES LIMITED
                                    FORM 10-Q
                           QUARTER ENDED SEPTEMBER 30,1999


                                      INDEX



PART I - FINANCIAL INFORMATION

                                                                      PAGE

     ITEM 1.   FINANCIAL STATEMENTS.................................    3

     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS.............    8

     ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                    MARKET RISK AND HEDGING ACTIVITIES..............   11

PART II - OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS....................................   12

     ITEM 2.   CHANGES IN SECURITIES................................   12

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES......................   12

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..   12

     ITEM 5.   OTHER INFORMATION.....................................  12

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K......................  12



SIGNATURES    .......................................................  13

<PAGE>

Item 1.   Financial Statements

<TABLE>
                           APEX SILVER MINES LIMITED
                 An Exploration and Development Stage Company

                          CONSOLIDATED BALANCE SHEET
                     (Expressed in United States dollars)
<CAPTION>
                                                             September 30,     December 31,
                                                                 1999              1998
                                                           ---------------   --------------
                                                              (Unaudited)
<S<                                                        <C>               <C>
Assets
Current assets
 Cash and cash equivalents                                  $   6,430,216     $ 26,217,241
 Accrued interest receivable                                       25,000          126,332
 Prepaid expenses and other assets                                966,476        1,197,622
                                                            --------------   --------------
   Total current assets                                         7,421,692       27,541,195

Mining properties and development costs                        43,500,107       29,777,360
Plant, buildings and equipment (net)                            2,292,461        2,229,584
Value added tax recoverable                                     3,729,082        2,725,803
Other non-current assets                                           85,550           73,092
                                                            --------------   --------------
   Total assets                                             $  57,028,892     $ 62,347,034
                                                            ==============   ==============

Liabilities and Shareholders' Equity

Current liabilities
 Accounts payable and other accrued liabilities             $   3,142,442     $  1,734,923
 Current portion of long-term debt                                222,256          248,773
                                                            --------------   --------------
   Total current liabilities                                    3,364,698        1,983,696

Long-term debt                                                  1,800,339        1,966,588

Shareholders' equity
 Ordinary shares, $.01 par value, 75,000,000 shares
   authorized; 26,274,310 and 26,250,761, shares issued
   and outstanding for respective periods                         262,743          262,507
 Contributed surplus                                           98,170,354       97,946,434
 Accumulated deficit                                          (46,569,242)     (39,812,191)
                                                            --------------   --------------
   Total shareholders' equity                                  51,863,855       58,396,750
                                                            --------------   --------------
   Total liabilities and shareholders' equity               $  57,028,892     $ 62,347,034
                                                            ==============   ==============

<FN>
 The accompanying notes form an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
                           APEX SILVER MINES LIMITED
                 An Exploration and Development Stage Company

                     CONSOLIDATED STATEMENT OF OPERATIONS
                     (Expressed in United States dollars)
                                  (Unaudited)
<CAPTION>

                                         Three Months Ended            Nine Months Ended
                                            September 30,                 September 30,
                                    ---------------------------   ----------------------------
                                         1999           1998           1999           1998
<S>                                  <C>            <C>            <C>            <C>
Income
 Interest income                     $    87,698    $   488,812    $   576,285    $ 1,882,808
                                     ---------------------------   ---------------------------
  Total income                            87,698        488,812        576,285      1,882,808
Expenses
 Exploration                             742,202      1,202,739      2,177,200      3,539,127
 Administrative                          940,813      1,554,620      3,245,346      3,320,031
 Consulting                              430,405        885,976      1,248,684      1,711,608
 Professional fees                       144,203        163,341        507,756        621,990
 Amortization and depreciation            60,130         42,785        154,350        126,826
                                     ---------------------------   ---------------------------
  Total expenses                       2,253,753      3,849,461      7,333,336      9,319,582
                                     ---------------------------   ---------------------------
  Net loss                           $(2,166,055)   $(3,360,649)   $(6,757,051)   $(7,436,774)
                                     ===========================   ===========================
Net loss per ordinary share -
Basic and diluted (1)                $     (0.08)   $     (0.13)   $     (0.26)   $     (0.28)
                                     ===========================   ===========================
Weighted average ordinary
shares outstanding                     26,266,883     26,210,171     26,255,871    26,211,214
                                     ===========================   ===========================
<FN>
(1)    Diluted earnings per share were antidilutive for all periods presented.

 The accompanying notes form an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
                           APEX SILVER MINES LIMITED
                 An Exploration and Development Stage Company

                     CONSOLIDATED STATEMENT OF CASH FLOWS
                     (Expressed in United States dollars)
                                  (Unaudited)
<CAPTION>

                                                                  Nine Months Ended
                                                                     September 30,
                                                            -----------------------------
                                                                 1999            1998
<S>                                                         <C>             <C>
Cash flows from operating activities:
 Net cash used in operating activities                       $(5,912,323)    $(6,490,945)
Cash flows from investing activities:
  Mining properties and development costs                    (13,606,039)    (15,680,454)
  Purchase of plant, buildings and equipment                    (300,053)     (1,254,019)
                                                             -------------   ------------
 Net cash used in investing activities                       (13,906,092)    (16,934,473)
Cash flows from (used in) financing activities:
 Payment of debt                                                (192,766)       (690,937)
 Proceeds from exercise of stock options                         224,156          75,000
                                                             -------------   ------------
 Net cash from (used in) financing activities                     31,390        (615,937)
                                                             -------------   ------------
Net decrease in cash and cash equivalents                    (19,787,025)    (24,041,355)
Cash and cash equivalents - beginning of period               26,217,241      57,033,193
                                                             -------------   ------------
Cash and cash equivalents - end of period                    $ 6,430,216     $32,991,838
                                                             =============   ============


Supplemental disclosure of non-cash transactions:
 Capitalization of depreciation expense
  related to San Cristobal Project                           $   116,708     $   137,418

<FN>
 The accompanying notes form an integral part of these consolidated financial statements.
</FN>
</TABLE>

<PAGE>
                           APEX SILVER MINES LIMITED
                 An Exploration and Development Stage Company

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     (Expressed in United States dollars)

1.    Basis of Preparation of Financial Statements

    These  unaudited interim consolidated financial statements of  Apex  Silver
Mines  Limited  (the  "Company") and its subsidiaries  have  been  prepared  in
accordance  with  the  rules  and regulations of the  Securities  and  Exchange
Commission  ("SEC").  Such rules and regulations allow the omission of  certain
information and footnote disclosures normally included in financial  statements
prepared in accordance with generally accepted accounting principals,  so  long
as such omissions do not render the financial statements misleading.

  In  the  opinion  of  management,  these  financial  statements  reflect  all
adjustments  that  are necessary for a fair statement of the  results  for  the
periods  presented.  All adjustments were of a normal recurring nature. Certain
amounts in the accompanying financial statements have been reclassified.  These
interim  financial  statements should be read in conjunction  with  the  annual
financial statements of the Company included in its 1998 Annual Report on  Form
10-K.

2.   New Accounting Standards

  In  June  1998,  the  Financial Accounting Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards No. 133, Accounting for Derivatives
and  Hedging  Activities ("SFAS 133").  This statement  is  effective  for  all
fiscal  quarters  of  all  fiscal years beginning  after  June  15,  2000,  and
establishes  accounting and reporting standards for derivative investments  and
hedging activities.  The Company has not yet determined the future impact  that
the adoption of SFAS 133 will have on its earnings or financial position.

  In  June  1998, the American Institute of Certified Public Accountants  issue
statement  of  Position  ("SoP")  98-5, Reporting  on  the  Costs  of  Start-Up
Activities.   Sop  98-5  is effective for the Company's 1999  fiscal  year  and
requires  that the costs of start-up activities, including organization  costs,
be  expensed  as  incurred.   The effect of this  statement  on  the  Company's
financial statements was not material.

3.   Value Added Tax Recoverable

  The  Company  has  recorded value added tax ("VAT") paid by ASC  Bolivia  and
Cordilleras  Mexico  as recoverable assets.  The VAT paid  by  ASC  Bolivia  is
expected  to  be  recovered through production from  the  proven  and  probable
reserves  at  the  San Cristobal Project that the Company intends  to  develop.
Bolivian  law  states that VAT paid prior to production may be recovered  as  a
credit  against Bolivian taxes arising from production, including  income  tax.
The VAT paid by Cordilleras Mexico is related to exploration activities and  is
recoverable upon application to the tax authorities. Applications for refund of
VAT  paid by Cordilleras Mexico have been filed and are expected to be paid  in
due  course. At September 30, 1999, the recoverable VAT recorded by ASC Bolivia
and Cordilleras Mexico was $3,413,663 and $314,720, respectively.

  Because of the uncertainty of the recoverability of VAT paid by ASC Peru  LDC
("ASC  Peru"),  all VAT costs incurred by ASC Peru are charged  to  expense  as
incurred.

<PAGE>

4.   Plant, Buildings and Equipment

The components of plant, buildings and equipment were as follows:

                                     September, 30        December 31,
                                        1999                  1998
                                    ---------------      --------------
                                      (Unaudited)

  Buildings                          $     824,526        $    828,077
  Mining equipment                       1,756,564           1,513,757
  Other furniture and equipment            244,839             229,475
                                    ---------------       -------------
                                         2,825,929           2,571,309
  Less: Accumulated depreciation          (533,468)           (341,725)
                                    ---------------       -------------
                                     $   2,292,461        $  2,229,584
                                    ===============       =============

5.   Subsequent Events

  On  October  7, 1999, the Company's shelf registration statement  filed  with
the  Securities  and  Exchange Commission became effective.   Under  the  shelf
registration  statement,  the  Company may sell  up  to  $200  million  in  any
combination of securities listed in the registration statement.

  On  November 5 and 8, 1999 the Company sold a total of 8,090,132 equity units
pursuant  to  its  shelf registration statement, resulting in  proceeds  before
commissions  and  fees  of  approximately $97.1 million  and  net  proceeds  of
approximately $92.9 million.  The equity units, each priced at $12.00 per unit,
are  comprised of one ordinary share and one-half of a warrant exercisable into
one-half  of an ordinary share at any time on or before November 4, 2002  at  a
price of $18.00 per ordinary share.  The warrants, if exercised, would raise an
additional  $73.6 million for the Company and would result in the  issuance  of
4,045,066 ordinary shares.

<PAGE>

Item 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS

GENERAL

  The following discussion and analysis summarizes the results of operations of
Apex  Silver Mines Limited (the "Company") for the three months ended September
30, 1999 and 1998 and for the nine months ended September 30, 1999 and 1998 and
changes  in  its  financial condition from December 31, 1998.  This  discussion
should  be  read in conjunction with the Management's Discussion  and  Analysis
included in the Company's 1998 Annual Report on Form 10-K.

   The  Company  is a mining exploration and development company that  holds  a
portfolio  of  silver and base metal exploration and development properties  in
South  America and Central America. None of these properties are in  production
and,  consequently, the Company has no current operating income or  cash  flow.
The  sole  source of income for the Company since inception has  been  interest
income.   The  Company's policy is to invest all excess cash  in  liquid,  high
credit quality, short-term financial instruments.

   The  Company is incorporated in the Cayman Islands and does not conduct  any
business  that currently generates U.S. taxable income. There is  currently  no
corporate taxation imposed by the Cayman Islands.  If any form of taxation were
to  be  enacted  in the Cayman Islands, the Company has been granted  exemption
until  January  16, 2015.  Apex Silver Mines Corporation ("Apex  Corporation"),
the  Company's  U.S. management services company, is subject to  U.S.  federal,
state and local income taxes.  Other than the management services company,  the
Company does not pay income tax in the U.S.

Results of Operations - Three Months Ended September 30, 1999

  Interest Income. Interest income for the third quarter of 1999 was $87,698 as
compared  to  $488,812 for the third quarter of 1998. The decrease in  interest
income  for 1999 is the result of the reduced cash balances available  in  1999
compared to 1998.

  Exploration.  Exploration expense was $742,202 for the third quarter of 1999,
compared to $1,202,739 for the third quarter of 1998. The decreased exploration
expenses  in  1999  are due to reduced exploration activity worldwide,  as  the
Company  has  shifted  its attention to the development of  its  San  Cristobal
Project in Bolivia.

   Administrative.  Administrative expenses were $940,813 for the third quarter
of  1999,  compared  to $1,554,620 for the third quarter  of  1998.   The  1999
expenses  were  lower as compared to 1998 primarily as the result  of  one-time
costs incurred in La Paz Bolivia in 1998 related to the expansion of activities
at their administrative offices.

   Consulting.   Consulting fees were $430,405 for the third  quarter  of  1999
compared  to $885,976 for the third quarter of 1998.  The decrease in  1999  is
primarily related to the reduced use of exploration consultants as the  Company
shifts its attention to the development of its San Cristobal project.

   Professional Fees.  Professional fees were $144,203 for the third quarter of
1999  compared  to  $163,341 for the third quarter of 1998.   The  decrease  in
professional  fees  for 1999 is primarily related to the  reduced  reliance  on
outside professionals for SEC reporting requirements as compared to 1998.

Results of Operations - Nine Months Ended September 30, 1999

   Interest  Income. Interest income for the nine-month period ended  September
30,  1999  was $576,285 as compared to $1,882,808 for the same period of  1998.
The  decrease  in  interest income for 1999 is the result of the  reduced  cash
balances available in 1999 compared to 1998.

   Exploration.   Exploration expense was $2,177,200 for the nine-month  period
ended  September 30, 1999, compared to $3,539,127 for the same period of  1998.
The  decreased  exploration  expenses in 1999 are due  to  reduced  exploration
activity  worldwide compared to 1998, as the Company has shifted its  attention
to  the  development of its San Cristobal Project in Bolivia. With its  reduced
emphasis  on  exploration  and its continued emphasis  on  Latin  America,  the
Company  dropped approximately 213,000 acres of exploration properties in  Asia
during 1999.

<PAGE>

   Administrative.  Administrative expenses were $3,245,346 for the  nine-month
period ended September 30, 1999, which is comparable to $3,320,031 for the same
period of 1998.

   Consulting.  Consulting fees were $1,248,684 for the nine-month period ended
September  30, 1999, compared to $1,711,608 for the same period  of  1998.  The
decrease  in  1999  is  primarily related to the  reduced  use  of  exploration
consultants as the Company shifts its attention to the development of  its  San
Cristobal project.

  Professional Fees.  Professional fees were $507,756 for the nine-month period
ended September 30, 1999 compared to $621,990 for the same period of 1998.  The
decrease  in  professional fees for 1999 is primarily related  to  the  reduced
reliance on outside professionals for SEC reporting requirements as compared to
1998.

Liquidity and Capital Resources

   As  of  September  30, 1999, the Company had cash and  cash  equivalents  of
$6,430,216 compared to $26,217,241 at December 31, 1998.  The decrease  is  the
result  of  $5,912,323  used  in  operations,  including  $2,177,200  spent  on
exploration, $13,606,039 on development activity on the San Cristobal  Project,
$300,053  invested  in  plant,  buildings and equipment,  and  a  $192,766  net
reduction of debt, offset by $224,156 in proceeds from the exercise of employee
stock  options by former employees. As discussed in Recent Developments  below,
the Company raised approximately $92.9 million in net proceeds through the sale
of equity units in early November 1999.

  The Company anticipates cash requirements for the final three months of 1999,
to  be  approximately  $5.4  million,  including  approximately  $2.7  for  the
advancement  of  the  San  Cristobal Project, approximately  $2.4  million  for
administration  and operations including financing efforts,  and  approximately
$0.3  million  for other exploration.  Management believes that  the  Company's
current  cash balances are adequate to fund the above requirements.    However,
construction  and  development  of  the  San  Cristobal  Project  will  require
significant additional financing.  Additional sources of financing may  include
bank  borrowings and future additional debt or equity financing.  There can  be
no  assurance that the remaining required financing will be obtainable on terms
that are attractive to the Company, or at all.

Recent Developments

    On  October 7, 1999, the Company's shelf registration statement filed  with
the  Securities  and  Exchange Commission became effective.   Under  the  shelf
registration  statement,  the  Company may sell  up  to  $200  million  in  any
combination of securities listed in the registration statement.

   On November 5 and 8, 1999 the Company sold a total of 8,090,132 equity units
pursuant  to  its  shelf registration statement, resulting in  proceeds  before
commissions  and  fees  of  approximately $97.1 million  and  net  proceeds  of
approximately $92.9 million.  The equity units, each priced at $12.00 per unit,
are  comprised of one ordinary share and one-half of a warrant exercisable into
one-half  of an ordinary share at any time on or before November 4, 2002  at  a
price of $18.00 per ordinary share.  The warrants, if exercised, would raise an
additional  $73.6 million for the Company and would result in the  issuance  of
4,045,066 ordinary shares.

<PAGE>

Year 2000 Date Conversion

  The inability of certain computer programs to interpret "00" as the Year 2000
does  not  appear to be a significant problem for the Company.  As of September
30,  1999,  the  Company  does  not maintain a mainframe  computer  or  central
database,  and  the  accounting system is supported by personal  computers  and
their related software. The Company believes that its computer systems are Year
2000 compliant. Notwithstanding this fact, the Company, for reasons independent
of  Year  2000  issues,  is  in the process of installing  upgraded  accounting
software  at  its  major locations.  Installation is expected to  be  completed
during the fourth quarter 1999.  All such software is Year 2000 compliant.   To
further  mitigate  the  risk of data loss or corruption, the  Company  performs
regular tape backups of all files, stays in contact with software manufacturers
regarding  updates  to  their  products  and  keeps  informed  of  the   latest
developments concerning Year 2000 issues.  The Company believes that  the  only
non-information technology systems that may be subject to Year 2000 issues  are
its  telephone  and  photocopy machines, which are not expected  to  materially
affect  the Company's operations should a Year 2000 issue arise.  The Company's
costs with respect to the Year 2000 issue have been minimal.

   The Company is in an exploration and development stage and as such does  not
expect  to have any customers until after the Year 2000.  The Company  has  not
evaluated  whether  its  suppliers and other service providers  are  Year  2000
compliant.   However,  the Company does not believe that  the  failure  of  its
suppliers  and  service providers to timely achieve Year 2000 compliance  would
have  a  material adverse effect on earnings.  Accordingly the Company has  not
developed a contingency plan at this time. The Company believes that in a worst-
case  scenario, it could continue its normal business activities  on  a  manual
basis  or  find  suitable supply alternatives.  The Company  will  continue  to
monitor the need for a contingency plan as additional information is acquired.

Forward-Looking Statements

  This filing contains forward-looking statements within the meaning of Section
27A  of the Securities Act and Section 21E of the Exchange Act. All statements,
other  than  statements  of historical facts, included  in  this  filing  which
address  activities, events or developments that the Company expects, believes,
intends  or anticipates will or may occur in the future, including such matters
as  future investments in existing development projects and the acquisition  of
new  mineral  properties  (including the amount and nature  thereof),  business
strategies,  mine development and construction plans, costs, grade,  production
and  recovery  rates,  permitting, financing needs from external  sources,  the
availability  of  financing  on acceptable terms,  the  timing  of  engineering
studies  and  environmental permitting, and the markets for  silver,  zinc  and
lead, are forward-looking statements. Forward-looking statements are inherently
subject  to  risks  and uncertainties, many of which cannot be  predicted  with
accuracy,  and some of which might not even be anticipated. The use of  any  of
the  words  "anticipate",  "continue",  "estimate",  "expect",  "may",  "will",
"project", "should", "believe" and similar expressions are intended to identify
uncertainties. The Company believes the expectations reflected in those forward
looking statements are reasonable. However, the Company cannot assure that such
expectations  will  prove  to  be correct. Future events  and  actual  results,
financial  and otherwise, could differ materially from those set  forth  in  or
contemplated by the forward-looking statements herein.

   Factors that could cause actual results to differ materially include,  among
others:  worldwide economic and political events affecting the  supply  of  and
demand for silver, zinc, and lead; volatility in market prices of silver,  zinc
and  lead;  financial market conditions, and the availability of  financing  on
terms  acceptable to the Company; uncertainties associated with the development
of  a  new  mine,  including potential cost overruns and the  unreliability  of
estimates  in  early stages of mine development; variations in  ore  grade  and
other   characteristics  affecting  mining,  crushing,  milling  and   smelting
operations  and  mineral recoveries; geological, technical, permitting,  mining
and   processing  problems;  the  availability  of  and  timing  of  acceptable
arrangements for power, transportation, water and smelting; the availability of
experienced   employees;  uncertainties  regarding  future   changes   in   tax
legislation  or implementations of existing tax legislation and  variations  in
smelting  operations and capacity. Many such factors are beyond  the  Company's
ability  to  control  or  predict. The reader is cautioned  not  to  put  undue
reliance on forward looking statements. Except as required by law, the  Company
disclaims any obligation to update publicly these forward-looking statements to
reflect future events or developments.  All subsequent written and oral forward-
looking statements attributable to the Company and persons acting on behalf  of
the  Company  are qualified in their entirety by the cautionary statements  set
forth herein.

<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risk and
           Hedging Activities

   Currently,  the  Company's major principal cash balances are  held  in  U.S.
dollars.  Subsidiary cash balances in foreign currencies are  held  to  minimum
balances resulting in minimal risk to currency fluctuations. As a result of its
operations  in several foreign countries, the Company may in the future  engage
in hedging activities to minimize the risk of exposure to currency and interest
rate fluctuations.

   To  complete  the  financing necessary to develop  its  mineral  properties,
including  San Cristobal, the Company anticipates that it will be  required  to
hedge  some portion of its planned production in advance. In addition,  as  its
mineral properties are brought into production and the Company begins to derive
revenue  from  the  production, sale and exchange of metals,  the  Company  may
utilize various price-hedging techniques to lock in forward delivery prices  on
a portion of its production. Such price-hedging techniques would be balanced to
mitigate  some of the risks associated with fluctuations in the prices  of  the
metals  the  Company produces while allowing the Company to take  advantage  of
rising metal prices should they occur.

   The Company is currently developing policies, procedures and guidelines  for
the  hedging of metal prices, interest rates and foreign currency exposure. The
Company  has  engaged in limited metals trading activities utilizing  puts  and
calls  in  a  manner similar to the requirements anticipated under a  borrowing
agreement.  The  limited number of trades has been for the purpose  of  testing
procedures  and  controls surrounding the trading function.  At  September  30,
1999, a mark to market of the open positions did not have a material effect  on
the  Company's  results of operations or financial position. There  can  be  no
assurance that the use of hedging techniques will always benefit the Company.

<PAGE>

                          PART II: OTHER INFORMATION

Item 1.   Legal Proceedings

     None.

Item 2.   Changes in Securities and Use of Proceeds

   Pursuant  to  a  Registration Statement on Form S-1 (Registration  No.  333-
34685)  filed  in connection with the initial public offering (the  "Offering")
and  a concurrent offering to a shareholder, which became effective on November
25, 1997, the Company sold a total 5,532,000 of its Ordinary Shares.

   Since  the  date of the Offering, the Company estimates that  of  the  $54.6
million net proceeds from the Offering, the following approximate amounts  have
been  used:  (1) $1,935,000 for construction of plant, building and facilities;
(2)  $1,300,000 for the acquisition of the business of Mintec; (3) $713,000 for
the  repayment  of indebtedness; (4) $10,317,000 for working capital;  and  (5)
$40,337,000 for exploration and development activities primarily related to the
San  Cristobal  Project, including land acquisition and  option  payments.  The
remaining  net  proceeds of the Offering were invested in cash equivalents  and
investments  with various maturity dates. The Company believes that  the  above
amounts  are  reasonable estimates of the amount of the  net  proceeds  of  the
Offering applied.

   Other  than compensation paid, and expenses reimbursed, to directors of  the
Company and officers of subsidiaries of the Company, and certain payments  made
in  connection  with  the  Company's acquisition of  Mintec  to  then  existing
shareholders of Mintec (who are currently employees of the Company), none of
the  net  proceeds of the Offering have been paid, directly or  indirectly,  to
directors,  officers, general partners of the Company or their  associates,  to
persons  owning  10  percent or more of any class of equity securities  of  the
Company or to affiliates of the Company.

Item 3.   Defaults Upon Senior Securities

     None.

Item 4.   Submission of Matters to a Vote of Security Holders

     None.

Item 5.   Other Information

     None.

Item 6.   (a) Reports on Form 8-K

     The Company filed a Form 8-K dated September 7, 1999, reporting under Item
     5.  the Company's completion of a detailed feasibility study on its wholly
     owned San Cristobal silver-zinc mining project in southern Bolivia.

     (b) Exhibits

     27   Financial Data Schedule.

<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the
undersigned thereunto duly authorized.


                         APEX SILVER MINES LIMITED
                         (Registrant)



Date:     November 12, 1999        By:  /s/  Thomas S. Kaplan
                                       ------------------------
                                       Thomas S. Kaplan
                                       Chairman, Board of Directors


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