- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________
TO _______________
ALTAIR INTERNATIONAL INC.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Province of
Ontario,
Canada 1-12497 None
- ---------------------------- ----------------------- ---------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (307) 587-8245
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 |_|
As of September 30, 1997, the registrant had 15,233,245 shares of Common
Stock outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
i
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
ALTAIR INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
<CAPTION>
September 30, December 31,
1997 1996
(unaudited) (audited)
--------------- ------------
ASSETS
Current
<S> <C> <C>
Cash and term deposits $2,953,241 $3,270,161
Advances and accounts receivable 60,024 13,556
--------------- ------------
3,013,265 3,283,717
Capital
Office equipment, vehicles, testing and mining
equipment. (Cost, net of amortization) 455,744 257,018
Centrifugal jig patents and related expenditures
(Cost, net of amortization) 3,967,856 4,365,064
Mineral properties and related deferred
exploration expenditures 456,204 126,302
Goodwill, net 10,789 10,789
--------------- ------------
$7,903,858 $8,042,890
=============== ============
LIABILITIES
Current
Accounts payable and accrued liabilities $ 162,773 $ 155,729
Current portion of notes payable 153,036
--------------- ------------
162,773 308,765
Notes payable 257,543 269,685
--------------- ------------
420,316 578,450
--------------- ------------
SHAREHOLDERS' EQUITY
Capital stock issued
15,233,245 common shares at September 30, 12,779,254 11,421,004
1997; 14,686,296 shares at December 31, 1996
--------------- ------------
Deficit
Balance, beginning of period 3,956,564 3,347,808
Net loss for period 1,339,148 608,756
--------------- ------------
Balance, end of period 5,295,712 3,956,564
--------------- ------------
Total Shareholders' Equity 7,483,542 7,464,440
--------------- ------------
$ 7,903,858 $ 8,042,890
=============== ============
</TABLE>
ii
<PAGE>
<TABLE>
ALTAIR INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL CONDITION
(Expressed in United States Dollars)
<CAPTION>
Nine Months Ended
September 30
-------------------------------------------
1997 1996
(unaudited) (unaudited)
------------------- ------------------
Cash provided by (used in)
Operating activities
<S> <C> <C>
Net (loss) income for period $ (1,339,148) $ (159,475)
Item not requiring an outlay of cash:
Amortization 466,940 249,094
------------------- ------------------
(872,208) 89,619
Changes in non-cash working capital balances:
Decrease (increase) in advances and accounts receivable (46,468) 56,529
Increase (decrease) in accounts payable and accrued (145,992) 437,678
liabilities
------------------- ------------------
(1,064,688) 583,826
------------------- ------------------
Investing activities
Mineral properties and deferred exploration expenditures (329,902) (15,253)
Purchase of capital assets (223,530) (29,583)
Centrifugal jig patents and related expenditures (44,928) (4,392,290)
------------------- ------------------
(598,360) (4,437,126)
------------------- ------------------
Financing activities
Issuance of common shares for shares of subsidiary -- 2,522,571
Issuance of common shares for cash (net of subscriptions
receivable of $153,385 in 1996) 1,358,249 2,569,440
Increase (decrease) in notes payable (12,141) 115,000
------------------- ------------------
1,346,108 5,207,011
------------------- ------------------
Increase (decrease) in cash (316,920) 1,353,711
Cash and short term investments, beginning of period 3,270,161 310,146
------------------- ------------------
Cash and short term investments, end of period $ 2,953,241 $ 1,663,857
=================== ==================
</TABLE>
iii
<PAGE>
<TABLE>
ALTAIR INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Expressed in United States Dollars)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------------------------------------------------------
1997 1996 1997 1996
---------------- ----------------- ---------------- -----------------
Expenses:
<S> <C> <C> <C> <C>
Professional fees $ 66,022 $ 63,898 $239,917 $ 138,338
Wages and administration 41,562 75,783 149,589 272,701
Development and testing 54,197 -- 116,331 --
General and office 20,778 14,760 62,573 37,122
Shareholders' meetings and reports 7,098 2,214 88,983 33,168
Public relations 27,427 9,276 82,453 21,720
Occupancy costs 9,743 7,492 30,186 19,076
Travel 4,788 5,269 46,340 9,057
Transfer agent's fees 2,526 2.032 11,696 9,420
Insurance 26,015 6.152 32,371 10,161
Accounting and corporate services 2,233 (3,454) 5,906 4,936
Government fees and taxes 8,157 12 11,249 3,809
Stock exchange fees 5,700 510 7,339 3,290
Bank charges 558 144 1,146 437
Loss (gain) on foreign exchange 20,323 (3,994) 39,687 13,010
Amortization 152,441 121,057 466,940 249,094
---------------- ----------------- ---------------- -----------------
449,588 301,151 1,392,706 825,339
Interest on notes payable 4,330 459 12,990 3,216
Interest and miscellaneous income (17,994) (11,854) (66,548) (16,617)
---------------- ----------------- ---------------- -----------------
Loss from Operations $ 435,924 $ 289,756 $1,339,148 $ 811,938
Forgiveness of Debt -- -- -- (652,463)
---------------- ----------------- ---------------- -----------------
Net (income) loss for period $ 435,924 $ 289,756 $1,339,148 $ 159,475
================ ================= ================ =================
Net (income) loss per share $ 0.03 $ 0.02 $ 0.09 $ 0.01
================ ================= ================ =================
</TABLE>
iv
<PAGE>
ALTAIR INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Preparation of Financial Statements
These unaudited interim financial statements of Altair International,
Inc. and its subsidiaries (collectively, the "Company") have been prepared in
accordance with the rules and regulations of the United States Securities and
Exchange Commission (the "Commission"). Such rules and regulations allow the
omission of certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted principles,
so long as the statements are not misleading. In the opinion of Company
management, these financial statements and accompanying notes contain all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position and results of operations for the periods
shown. These interim financial statements should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's Annual
Report filed on Form 10-K for the year ended December 31, 1996, as amended by
Amendment No. 1 to the Company's Annual Report on Form 10-K/A filed with the
Commission on June 9, 1997.
The Compan is a Canadian corporation and prepares its financial
statements in accordance with generally accepted accounting principles in Canada
("Canadian GAAP"). The Company's financial statements for the 1996 fiscal year
were denominated in Canadian currency. The Company's operations are now centered
in the United States, and the Company determined effective January 1, 1997 that
its functional currency is the U.S. Dollar. Accordingly, although the Company
continues to follow Canadian GAAP, the foregoing unaudited financial statements
are, and the Company's subsequent financial statements will be, denominated in
U.S. Dollars. Audited information presented in balance sheet has been restated
in U. S. Dollars.
Certain prior year amounts have been reclassified to conform with the
current year presentation, but these reclassifications do not affect previously
reported net income or retained earnings.
The results of operations for the three-month and nine-month periods
ended September 30, 1997 are not necessarily indicative of the results to be
expected for the full year.
Note 2. Differences between Canadian and United States Generally Accepted
Accounting Principles
Canadian GAAP conforms, in all material respects, with accounting
principles generally accepted in the United States ("U.S. GAAP"), except as
described below.
Statement of Changes in Financial Position
The U.S. Financial Accounting Standards Board (FASB) issued its
Statement of Financial Accounting Standards No. 95 (SFAS No. 95) effective for
years ending after July 15, 1988. SFAS No. 95, which is entitled "Statement of
Cash Flows", established standards for cash flow reporting with its primary
purpose being to provide information about the cash receipts and cash payments
of an entity during the period. Canadian GAAP dealing with the statement of
changes in financial position is based on a broad concept, embracing all changes
in financial position. The following are the Statements of Cash Flow prepared in
accordance with U.S. GAAP for each of the nine-month periods ended September 30,
1996 and September 30, 1997:
v
<PAGE>
<TABLE>
ALTAIR INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in United States Dollars)
<CAPTION>
Nine Months Ended
September 30,
-----------------------------------------------
1997 1996
(unaudited) (unaudited)
---------------------- --------------------
Cash flows from operating activities
<S> <C> <C>
Net (loss) income for period $ (1,339,148) $ (159,475)
Adjustment to reconcile net loss for period to net
cash (used): 249,094
Amortization 466,940
---------------------- --------------------
(872,208) 89,619
Changes in assets and liabilities:
Advances and accounts receivable (46,468) 56,529
Accounts payable and accrued liabilities (145,992) 437,678
---------------------- --------------------
Net cash provided by (used in) operating (1,064,668) 583,826
activities
---------------------- --------------------
Cash flows from investing activities
Purchase of mineral properties and related
deferred exploration expenditures (329,902) (15,253)
Purchase of capital assets (223,530) (29,583)
Purchase of Centrifugal jig patents and related
expenditures (44,928) (4,392,290)
---------------------- --------------------
Net cash (used in) investing activities (598,360) (4,437,126)
---------------------- --------------------
Cash flows from financing activities
Issuance of common shares for shares of -- 2,522,571
subsidiary
Issuance of common shares for cash 1,358,249 2,569,440
Notes payable (12,141) 115,000
---------------------- --------------------
Net cash provided by financing activities 1,346,108 5,207,011
---------------------- --------------------
Net increase in cash (316,920) 1,353,711
Cash, beginning of period 3,270,161 310,146
---------------------- --------------------
Cash, end of period $ 2,953,241 $ 1,663,857
====================== ====================
</TABLE>
Under Canadian GAAP, there is no requirement to disclose the Company's
policy for determining which items are treated as cash equivalents. Under U.S.
GAAP cash equivalents are short-term, highly-liquid investments that are readily
converted to known amounts of cash and are so near their maturities that they
present an insignificant risk of change in value because of changes in interest
rates.
The cash and term deposits on hand as of September 30, 1997 represent
cash and term deposits with maturity dates of less than 30 days which are
considered cash equivalents under U.S. GAAP.
vi
<PAGE>
Development Stage Company
As of September 30, 1997, the Company would be characterized as a
"development stage enterprise" under U.S. GAAP due to Statement of Financial
Accounting Standards No. 7 (SFAS 7). Under Canadian GAAP, there are no
requirements for the indication or reporting of development stage entities.
Income Taxes
Under Canadian GAAP, income taxes are accounted for under the deferral
method. Under U.S. GAAP, companies must follow the requirements of Statement of
Financial Accounting Standards No. 109 (SFAS 109) which requires the use of the
asset/liability method for measurement of tax liabilities, wherein deferred tax
assets are recognized as well as deferred tax liabilities.
The Company has significant non-capital loss carryforwards. SFAS 109
would require the recognition of a long-term tax asset for the future benefit
expected from the application of these carryforwards to future profitable years.
If it is expected that the entire amount of non-capital loss carryforwards will
not be utilized, then a valuation allowance is applied to the asset to
reasonably state the asset at its expected value. Under SFAS 109, disclosure of
the amount of valuation allowance is required. As of December 31, 1996, the
valuation allowance is equal to 100% of the deferred tax asset. Changes in the
value of the deferred asset are recognized each year as income tax expense.
Stock Options
Of the Common Share stock options outstanding at September 30, 1997,
1,142,000 (1996 year end - 415,000) are currently exercisable. As of September
30, 1997, 553,000 (1996 year end - 723,630) Common Shares are available for
granting of options. The following summary sets out the activity in the stock
options.
<TABLE>
<CAPTION>
First Nine Third
Fiscal Year Months Quarter
1996 1997 1997
---- ---- ----
$ $ $
<S> <C> <C> <C>
Outstanding at beginning of period 677,000 745,000 1,007,000
Granted during the period 770,000 500,000 150,006
Exercised at an average price of
$1.03 (1st Nine Months 1997 - $5.40;
3rd Quarter 1997 - $.60) (702,000) (103,000) (15,000)
--------- ----------- -----------
Outstanding at end of period 745,000 1,142,000 1,142,000
--------- ----------- -----------
</TABLE>
Under Canadian GAAP, there is no requirement to record compensation on
the issue of stock options to employees or directors. Under U.S. GAAP,
compensation would be accrued at the date of granting of the options calculated
as the difference between the market price and exercise price at the date of
grant. For the fiscal year ended December 31, 1996 and the first nine months of
1997, the exercise price of all stock options granted has been equal to or
greater than the market price on the date of the grant and therefore the
compensation cost under U.S. GAAP would be $Nil.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion summarizes the results of operations of the
Company and changes in its financial condition for the three- and nine-month
periods ended September 30, 1997 and 1996, respectively. This discussion should
be read in conjunction with Management's Discussion and Analysis of Financial
Condition and Result of Operations included in the Company's Annual Report on
Form 10-K for the year ending December 31, 1996, as amended by Amendment No. 1
to the Company's Annual Report on Form 10-K/A filed with the Commission on June
9, 1997. Unless otherwise specified, all amounts set in this Part I, Item 2 are
in U.S. Dollars.
vii
<PAGE>
Overview
From inception through the end of 1993, the Company's business consisted
principally of acquisition and development of mineral properties. During 1994,
the Company's focus changed, and the Company became primarily engaged in the
acquisition, development and testing of mineral processing equipment for use in
the recovery of fine, heavy mineral particles, including gold and environmental
contaminates.
During November 1994, the Company executed an option agreement to
acquire Trans Mar, Inc. ("Trans Mar"), a development stage enterprise which
owned all patent rights to the Centrifugal Jig ("CJ"), an apparatus for the
separation and recovery of fine heavy mineral particles. The Company funded
$373,955 of option-related costs during 1994 and 1995. Subsequently, during
early 1996, the Company renegotiated the option agreement and entered into a
merger agreement pursuant to which the Company acquired all of the outstanding
common stock of Trans Mar (the "Trans Mar Merger"). The acquisition was
accounted for as a purchase by the Company, which agreed to issue to Trans Mar's
shareholders 1,920,000 shares of the Company's common stock ("Common Shares")
over a 5 year period and 580,000 warrants entitling the holder to purchase one
Common Share for $2.00 until March 1, 1997.
The effective purchase price paid by the Company to acquire Trans Mar
was $5,115,693. This consisted of $3,455,923 of Common Shares issued to Trans
Mar shareholders (1,919,557 Common Shares with a deemed value of $1.80 per
share) and the absorption of Trans Mar's assets and liabilities, with
liabilities exceeding assets by $1,659,770 on February 29, 1996. The purchase
price was allocated to CJ patents and development costs.
Prior to 1994, the Company operated its minerals business as an
exploration stage company, in that it intended to receive income from property
sales, joint ventures, or other business arrangements with larger companies,
rather than developing and placing its properties into production on its own. At
present, there are no business arrangements or joint venture prospects involving
the Company's properties or potential property sales from which the Company
expects to receive income. No royalty income has been received in the past by
the Company.
There can be no assurance that the development and testing program
undertaken by the Company will demonstrate the CJ to be economically attractive
to end users. Accordingly, there is no assurance of successful operations.
Results of Operations
The Company has earned no operating revenues to date. Operating losses
before extraordinary items totaled $1,339,148 ($0.09 per share) during the first
nine months of 1997 and $811,938 ($0.05 per share) during the comparable period
of 1996. Operating losses for the three months ending September 30, 1997 and
1996 were $435,924 ($0.03 per share) and $289,756 ($0.02 per share),
respectively. Principal factors contributing to the losses during these periods
were the absence of revenue, coupled with the incurrence of operating expenses.
Operating expenses increased from $825,339 during the first nine months
of 1996 to $1,392,706 during the same period of 1997. Of the $1,392,706 total
operating expenses incurred during the first nine months of 1997, $466,940,
representing 34% of total operating expenses, related to amortization of the
Company's assets, as compared to $249,094 (30% of total operating expenses)
during the comparable period in 1996. Increases in amortization were due
primarily to amortization of CJ patent and development costs resulting from the
acquisition of the CJ through the Trans Mar Merger in March, 1996. Operating
expenses, exclusive of amortization, increased from $576,245 during the first
nine months of 1996 to $925,766 during the first nine months of 1997, due
primarily to increased activity in testing and developing the CJ and its
potential applications. In this regard, subsequent to the first quarter of 1996,
the Company expanded into new leased space in Reno, Nevada and increased the
level of staffing in Reno from one to four employees. In addition, increased
expenditures for professional fees, largely legal costs, have been required due
to new requirements associated with NASDAQ trading, filings with the Commission,
and enforcement of the Company's licenses and patent rights. Changes in
operating expenses between the third quarter of 1996 and the third quarter of
1997 did not differ materially from changes in the year to date operating
expenses outlined in the preceding discussion.
As a result of the Company's acquisition of Trans Mar, Fine Gold
Recovery Systems, Inc., a wholly-owned subsidiary of the Company, into which
Trans Mar was merged in the Trans Mar Merger ("Fine Gold") assumed all of the
Trans Mar liabilities on the date of the Trans Mar Merger. During the second
quarter of 1996, Fine Gold entered into agreements extinguishing certain of the
viii
<PAGE>
Trans Mar accounts payable at less than the book amounts of such debts. The net
of such forgiveness of debt was $652,463 and resulted in an extraordinary gain
of $0.04 per share during the six months ended June 30, 1996. There were no
extraordinary items during the first nine months of 1997.
Liquidity and Capital Resources
The Company has financed its operations since inception primarily by the
issuance of equity securities (Common Shares and warrants to purchase Common
Shares) with aggregate net proceeds $12,779,254 as of September 30, 1997. The
Company received cash proceeds totaling $1,358,250 from the exercise of options
and warrants to acquire Common Shares during the first nine months of 1997.
The Company has earned no revenues and has incurred recurring losses in
operations. On December 31, 1996 the Company's accumulated deficit was
$3,956,564. The deficit increased by $1,339,148 to $5,295,712 during the first
nine months of 1997 due to operating losses during that period.
The Company currently maintains working capital which management
believes will be sufficient for the Company's needs through the end of the 1998
fiscal year; however, there can be no assurance that the Company will be able to
continue to raise capital to fund the Company's long-term capital requirements.
The Company received $1,358,250 in proceeds from the exercise of options and
warrants to purchase Common Shares during the first nine months of 1997. This
increased the amount of cash and short-term investments held by the Company from
$3,270,161 as of December 31, 1996 to $3,577,514 as of June 30, 1997; however,
due to a decrease in the number of warrants or options exercised during the
third quarter of 1997, accompanied by continued spending on items described in
the following paragraph, the amount of cash and short-term investments decreased
to 2,953,241 as of September 30, 1997. Correspondingly, working capital
increased from $2,974,952 as of December 31, 1996 to $3,427,859 as of June 30,
1997, but then decreased to $2,850,492 as of September 30, 1997.
The Company continues to use its working capital to invest in the
testing and development of its primary asset, the CJ, and to invest in mineral
properties suitable for development and processing with the CJ. During the first
nine months of 1997, the Company invested $329,902 in the Company's Camden,
Tennessee mineral property and made additional capital investments to build a CJ
test facility in Reno, Nevada, file patent applications, and construct
additional CJ's, including a scaled-up 30 inch diameter model.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Statements in
this report regarding the expansion of the Company's operations and any future
acquisition activities are forward-looking statements. Words such as "expects",
"intends", "believes", "anticipates", and "likely" also identify forward-looking
statements. Actual results could differ materially from those anticipated for a
number of reasons, including, among others, the failure of the CJ to prove
economically attractive to end users, the development of a substitute for the CJ
by a competitor, the need for an unforseen amount of capital to complete testing
and development of the CJ, and other unanticipated factors. Risk factors,
cautionary statements, and other conditions that could cause actual results to
differ are contained in the Company's filings with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, as amended.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index attached hereto.
(b) No reports on Form 8-K have been filed during the third quarter of
1997.
ix
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Altair International Inc.
November 14, 1997 By: /s/ William Long
------------------- ------------------------------------
Date William Long, President
November 14, 1997 By: /s/ Patrick Costin
------------------- ------------------------------------
Date Patrick Costin, Vice-President
and Principal Financial Officer
x
<PAGE>
ALTAIR INTERNATIONAL INC.
EXHIBIT INDEX
Regulation S-K
Exhibit No. Description
- ------------------ --------------------------------------------------------
3(i) Articles of Incorporation, as amended (incorporated by
reference to the Company's Registration Statement on
Form 10-SB filed with the Commission on November 25,
1996).
3(ii) Bylaws (incorporated by reference to the Company's
Registration Statement on Form 10-SB filed with the
Commission on November 25, 1996).
27 Financial Data Schedule
xi
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2953241
<SECURITIES> 0
<RECEIVABLES> 60024
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3013265
<PP&E> 610790
<DEPRECIATION> 154046
<TOTAL-ASSETS> 7903858
<CURRENT-LIABILITIES> 162773
<BONDS> 257543
0
0
<COMMON> 12779254
<OTHER-SE> (5295712)
<TOTAL-LIABILITY-AND-EQUITY> 7903858
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 449588
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4330
<INCOME-PRETAX> (435924)<F2>
<INCOME-TAX> 0
<INCOME-CONTINUING> (435924)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (435924)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> 0 <F1>
<FN>
<F1>Fully diluted EPS not computed on loss.
<F2>Includes $17,994 interest and miscellaneous income.
</FN>
</TABLE>
