<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to _____________________
Commission file Number 000-22731
MINERA ANDES INC.
(Exact name of small business issuer as specified in its charter)
ALBERTA, CANADA
(State or other jurisdiction of incorporation or organization)
NONE
(I.R.S. Employer Identification No.)
3303 N. SULLIVAN ROAD, SPOKANE, WA 99216
(Address of principal executive offices)
(509) 921-7322
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Shares outstanding as of July 31, 2000: 30,000,030 shares of common stock, with
no par value
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
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<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 Consolidated Financial Statements....................... 3
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 9
PART II - OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders..... 11
Item 6 Exhibits and Reports on Form 8-K........................ 11
SIGNATURES............................................................. 12
</TABLE>
2
<PAGE>
MINERA ANDES INC.
"An Exploration Stage Corporation"
CONSOLIDATED BALANCE SHEETS
(U.S. Dollars-Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Current:
Cash and cash equivalents $ 493,962 $ 483,471
Receivables and prepaid expenses 46,076 32,031
------------ ------------
Total current assets 540,038 515,502
Mineral properties and deferred exploration costs 4,201,901 3,622,902
Capital assets, net 50,727 62,059
------------ ------------
Total assets $ 4,792,666 $ 4,200,463
============ ============
LIABILITIES
Current:
Accounts payable and accruals $ 77,186 $ 155,748
Due to related parties 155,398 83,412
------------ ------------
Total current liabilities 232,584 239,160
------------ ------------
SHAREHOLDERS' EQUITY
Share capital 18,027,623 16,960,540
Accumulated deficit (13,467,541) (12,999,237)
------------ ------------
Total shareholders' equity 4,560,082 3,961,303
------------ ------------
Total liabilities and shareholders' equity $ 4,792,666 $ 4,200,463
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE>
MINERA ANDES INC.
"An Exploration Stage Corporation"
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. Dollars-Unaudited)
<TABLE>
<CAPTION>
Period from
Three Months Ended Six Months Ended July 1, 1994
--------------------------------------- --------------------------------------- (commencement)
June 30, June 30, June 30, June 30, through
2000 1999 2000 1999 June 30, 2000
------------------ ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Administration fees $ 5,788 $ 7,360 $ 12,668 $ 15,379 $ 193,432
Audit and accounting 7,910 11,229 34,700 42,770 261,843
Consulting fees 28,060 39,137 56,058 81,985 838,848
Depreciation 985 1,359 1,971 2,718 51,900
Equipment rental 1,518 1,518 3,035 3,035 22,047
Foreign exchange
(gain) loss 6,242 (18,758) 2,172 (30,342) 396,247
Insurance 16,613 16,144 33,226 32,288 186,802
Legal 34,447 25,143 64,781 77,131 526,893
Maintenance 0 0 0 51 343
Materials and supplies 31 0 31 0 45,543
Office overhead 33,762 63,112 58,167 111,805 1,267,213
Telephone 8,926 11,445 22,707 30,263 327,659
Transfer agent 2,859 1,187 8,900 2,404 82,494
Travel 460 11,504 8,581 26,694 305,700
Wages and benefits 33,133 51,127 72,735 101,974 974,594
Write-off of deferred
costs 0 0 0 40,750 7,607,105
------------------ ------------------ ------------------ ------------------ ------------------
Total expenses 180,734 221,507 379,732 538,905 13,088,663
Gain on sale of capital
assets 0 0 0 0 (35,004)
Interest income (6,977) (8,269) (15,612) (24,529) (446,347)
------------------ ------------------ ------------------ ------------------ ------------------
Net loss for the period 173,757 213,238 364,120 514,376 12,607,312
Accumulated deficit,
beginning of the
period 13,293,784 11,362,543 12,999,237 11,061,405 0
Share issue costs 0 1,276 104,184 1,276 843,014
Deficiency on acquisition
of subsidiary 0 0 0 0 17,215
------------------ ------------------ ------------------ ------------------ ------------------
Accumulated deficit,
end of the period $13,467,541 $11,577,057 $13,467,541 $11,577,057 $13,467,541
================== ================== ================== ================== ==================
Basic and diluted net
loss per common share $ 0.01 $ 0.01 $ 0.01 $ 0.03
================== ================== ================== ==================
Weighted average
shares outstanding 30,000,030 20,390,030 28,962,687 20,390,030
================== ================== ================== ==================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
MINERA ANDES INC.
"An Exploration Stage Corporation"
CONSOLIDATED STATEMENTS OF MINERAL PROPERTIES
AND DEFERRED EXPLORATION COSTS
(U.S. Dollars-Unaudited)
<TABLE>
<CAPTION>
Period from
Three Months Ended Six Months Ended July 1, 1994
--------------------------------------- --------------------------------------- (commencement)
June 30, June 30, June 30, June 30, through
2000 1999 2000 1999 June 30, 2000
------------------ ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Administration fees $ 4,840 $ 6,072 $ 8,938 $ 11,965 $ 333,439
Assays and analytical 21,293 49,908 51,306 101,928 938,662
Construction and trenching 0 2,484 0 2,484 507,957
Consulting fees 14,883 11,797 29,946 43,994 867,564
Depreciation 4,681 11,903 9,361 23,805 152,081
Drilling 53,440 78,970 198,448 83,661 928,833
Equipment rental 696 1,826 696 4,141 244,068
Geology 38,505 107,607 95,007 217,644 2,886,237
Geophysics 0 51,304 0 61,314 309,902
Insurance 5,503 9,863 11,005 19,569 217,707
Legal 2,649 33,267 3,212 57,014 579,595
Maintenance 1,705 6,640 6,387 18,437 153,726
Materials and supplies 1,860 10,571 22,512 38,501 430,289
Project overhead 1,304 10,330 5,031 18,996 288,662
Property and mineral rights 724 3,446 12,889 6,033 1,272,329
Telephone 3,116 4,939 7,184 7,606 65,991
Travel 20,025 28,685 57,539 101,473 981,893
Wages and benefits 32,268 39,638 59,538 81,154 773,932
------------------ ------------------ ------------------ ------------------ ------------------
Costs incurred during
the period 207,492 469,250 578,999 899,719 11,932,867
Deferred costs, beginning
of the period 3,994,409 3,695,430 3,622,902 3,305,711 0
Deferred costs acquired 0 0 0 0 576,139
Deferred costs written off 0 0 0 (40,750) (7,607,105)
Mineral property option
proceeds 0 0 0 0 (700,000)
------------------ ------------------ ------------------ ------------------ ------------------
Deferred costs, end
of the period $4,201,901 $4,164,680 $4,201,901 $4,164,680 $ 4,201,901
================== ================== ================== ================== ==================
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
5
<PAGE>
MINERA ANDES INC.
"An Exploration Stage Corporation"
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. Dollars-Unaudited)
<TABLE>
<CAPTION>
Period from
Three Months Ended Six Months Ended July 1, 1994
--------------------------------------- --------------------------------------- (commencement)
June 30, June 30, June 30, June 30, through
2000 1999 2000 1999 June 30, 2000
------------------ ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Operating Activities
Net loss for the period $(173,757) $ (213,238) $(364,120) $ (514,376) $(12,607,312)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Write-off of
incorporation costs 0 0 0 0 665
Write-off of
deferred costs 0 0 0 40,750 7,607,105
Depreciation 985 1,359 1,971 2,718 51,900
Gain on sale of
capital assets 0 0 0 0 (35,004)
Change in:
Receivables and
prepaid expense (13,135) 30,797 (14,045) 45,995 (44,090)
Accounts payable
and accruals (2,047) (24,381) (78,562) (6,980) 57,985
Due to related
parties 30,479 (11,734) 71,986 (4,510) 155,398
------------------ ------------------ ------------------ ------------------ ------------------
Cash used in operating
activities (157,475) (217,197) (382,770) (436,403) (4,813,353)
------------------ ------------------ ------------------ ------------------ ------------------
Investing Activities
Incorporation costs 0 0 0 0 (665)
Purchases of capital assets 0 0 0 0 (219,704)
Mineral properties and
deferred exploration (202,811) (457,347) (569,638) (875,914) (11,780,786)
Acquisition of subsidiaries 0 0 0 0 (602)
Mineral property option
proceeds 0 0 0 0 700,000
------------------ ------------------ ------------------ ------------------ ------------------
Cash used in
investing activities (202,811) (457,347) (569,638) (875,914) (11,301,757)
------------------ ------------------ ------------------ ------------------ ------------------
Financing Activities
Shares issued for cash,
less issue costs 0 (1,276) 962,899 (1,276) 16,609,072
------------------ ------------------ ------------------ ------------------ ------------------
Cash (used in) provided
by financing activities 0 (1,276) 962,899 (1,276) 16,609,072
------------------ ------------------ ------------------ ------------------ ------------------
Increase (decrease) in
cash and cash equivalents (360,286) (675,820) 10,491 (1,313,593) 493,962
Cash and cash equivalents,
beginning of the period 854,248 1,231,992 483,471 1,869,765 0
------------------ ------------------ ------------------ ------------------ ------------------
Cash and cash equivalents,
end of the period $ 493,962 $ 556,172 $ 493,962 $ 556,172 $ 493,962
================== ================== ================== ================== ==================
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
6
<PAGE>
MINERA ANDES INC.
"An Exploration Stage Corporation"
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. Dollars-Unaudited)
1. Accounting Policies
The accompanying consolidated financial statements of Minera Andes Inc. (the
"Corporation") for the three month and six month periods ended June 30, 2000 and
1999 and for the period from commencement (July 1, 1994) through June 30, 2000
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, 1999 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, 1999. The accounting policies set forth in the audited annual
consolidated financial statements are the same as the accounting policies
utilized in the preparation of these consolidated financial statements, except
as modified for appropriate interim presentation.
2. Differences Between Canadian and United States Generally Accepted
Accounting Principles
Differences between Canadian and U.S. generally accepted accounting principles
("GAAP") as they pertain to the Corporation relate to accounting for share issue
costs, loss per share, non-cash issuance of common shares, the acquisition of
Scotia Prime Minerals, Incorporated, compensation expense associated with the
release of shares from escrow, mineral properties and deferred exploration costs
and stock-based compensation and are described in Note 13 to the Corporation's
consolidated financial statements for the year ended December 31, 1999.
The impact of the above on the interim consolidated financial statements is as
follows:
June 30, 2000 Dec. 31, 1999
------------- -------------
Accumulated deficit, end of period,
per Canadian GAAP $13,467,541 $12,999,237
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) (738,830)
Adjustment for deferred exploration
costs 4,048,178 3,482,068
----------- -----------
Accumulated deficit, end of period,
per U.S. GAAP $23,246,209 $22,315,979
=========== ===========
7
<PAGE>
MINERA ANDES INC.
"An Exploration Stage Corporation"
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(U.S. Dollars-Unaudited)
June 30, 2000 Dec. 31, 1999
------------- -------------
Share capital, per Canadian GAAP $18,027,623 $16,960,540
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) (738,830)
----------- -----------
Share capital, per U.S. GAAP $23,758,113 $22,795,214
=========== ===========
<TABLE>
<CAPTION>
Period From
Three Months Ended Six Months Ended July 1, 1994
-------------------------- --------------------------- (commencement)
June 30, June 30, June 30, June 30, through
2000 1999 2000 1999 June 30, 2000
-------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C>
Net loss for the period,
per Canadian GAAP $173,757 $213,238 $364,120 $ 514,376 $12,607,312
Adjustment for
acquisition of Scotia 0 0 0 0 248,590
Adjustment for
compensation expense 0 0 0 0 6,324,914
Adjustment for deferred
exploration costs 206,768 465,804 566,110 852,936 4,048,178
-------- -------- -------- ---------- -----------
Loss for period, per U.S.
GAAP $380,525 $679,042 $930,230 $1,367,312 $23,228,994
======== ======== ======== ========== ===========
Loss per common share,
per U.S. GAAP $ 0.01 $ 0.03 $ 0.03 $ 0.07
======== ======== ======== ==========
</TABLE>
3. Changes to Share Capital
On January 31, 2000, the Corporation raised gross proceeds of Cdn$1,496,365
(US$1,032,973) through a unit offering by way of a Canadian offering with the
issuance of 5,985,460 units at a price of Cdn$0.25 per unit. Each unit comprised
one common share and one common share purchase warrant, which entitles the
holder to purchase one further common share at an exercise price of Cdn$0.35 on
or before January 31, 2001. In connection with the financing, the Corporation
paid 7.5 percent commission on the gross proceeds and issued 191,418 common
shares as additional commission.
During the first quarter of 2000, the Corporation issued 90,000 shares for the
exercise of stock options and received proceeds of Cdn$49,500 (US$34,110).
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 2000 and 1999, 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 2000 and
1999.
8
<PAGE>
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
175,536 hectares in three provinces in Argentina. The Corporation also holds a
license and an application-in-process for an exploration license in Colombia
totaling approximately 9,539 hectares and exploration licenses in Romania
totaling approximately 23,000 hectares. The lands comprise option-to-purchase
contracts, exploration and mining agreements and direct interests through the
Corporation's filings for exploration concessions. The Corporation carries out
its business by acquiring, exploring and evaluating mineral properties through
its ongoing exploration program. Following exploration, the Corporation either
seeks to enter joint ventures to further develop these properties or disposes of
them if the properties do not meet the Corporation's requirements. The
Corporation's properties are all early stage exploration properties and no
proven or probable reserves have been identified.
Plan of Operations
------------------
The Corporation has working capital of $0.3 million which will be sufficient to
cover its budgeted expenditures for mineral property and exploration activities
on its properties in Argentina, Colombia and Romania and general and
administrative expenses through the end of 2000. During the last six months,
the Corporation closed the remaining portion of the prospectus offering for $1.0
million (Cdn$1.5 million) through the issuance of 5,985,460 units at a price of
Cdn$0.25 per unit. Completion of this offering included an exercised over-
allotment option of Cdn$300,000. The closing was the second and final closing
under a prospectus dated November 29, 1999. The total prospectus raised Cdn$2.3
million.
Each unit consisted of one common share and one common share purchase warrant.
One common share purchase warrant entitles the holder to purchase one additional
common share at Cdn$0.35 per share on or before January 31, 2001. Canaccord
Capital Corporation was the agent for the offering, and received a 7.5 percent
commission of the gross proceeds, and common shares equal to approximately 4
percent of the units sold, in lieu of the agent's option.
The Corporation has budgeted and plans to spend approximately $0.3 million on
its mineral property and exploration activities and general and administrative
expenses for the balance of the year ending December 31, 2000, with most
properties being kept on care and maintenance. Because the Corporation's
existing funds will only be sufficient to finance these activities through the
end of 2000, the Corporation will need to raise additional funding during the
next six months in order to continue its operations over the longer term. If
additional funds are raised during 2000, 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 on the Corporation's properties over the northern hemisphere fall in
Romania, and beginning before year-end for the Latin American projects. If the
Corporation were to develop a property or
9
<PAGE>
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 will be available to the Corporation on favorable terms.
Results of Operations
---------------------
Second quarter 2000 compared with second quarter 1999
The Corporation had a net loss of $174,000 ($0.01 per share) for the second
quarter of 2000, compared with a net loss of $213,000 ($0.01 per share) for the
second quarter of 1999, as the Corporation continued to cut costs wherever
possible. Total mineral property and deferred exploration costs were $207,000
during the second quarter of 2000, compared with $469,000 spent in the second
quarter of 1999. There were exploration drilling programs in both periods, but
the Corporation was able to realize some savings in a number of property
exploration cost areas.
Six months ended June 30, 2000 compared with the six months ended June 30, 1999
The Corporation had a net loss of $364,000 for the six months ended June 30,
2000, compared with a net loss of $514,000 for the comparable period in 1999.
Total mineral property and deferred exploration costs for the six months were
$579,000 in 2000 and $900,000 in the comparable period of 1999. Expenditures in
both years were focused on the El Pluma/Cerro Saavedra property. Deferred
expenditures related to mineral properties and exploration were $4,202,000 at
June 30, 2000, compared with $4,165,000 at June 30, 1999.
Liquidity and Capital Resources
-------------------------------
Due to the nature of the mining industry, the acquisition, exploration and
development of mineral properties requires significant expenditures prior to the
commencement of production. To date, the Corporation has financed its
activities through the sale of equity securities and joint venture arrangements.
The Corporation expects to use similar financing techniques in the future.
However, there can be no assurance that the Corporation will be successful with
such financings. See "Plan of Operations".
At June 30, 2000, the Corporation had cash and cash equivalents of $494,000,
compared to $556,000 at June 30, 1999. Working capital at June 30, 2000 was
$307,000. The Corporation's operating activities showed some savings and used
$383,000 for the first six months of 2000, compared with $436,000 in 1999.
Investing activities were $570,000 in the 2000 period compared with $876,000 in
1999. The focus in both periods was on the El Pluma/Cerro Saavedra property.
Cash and cash equivalents increased in the first six months of 2000 by $10,000
compared to a decrease of $1,314,000 in the same period in 1999.
The Corporation's ability to continue in operation is dependent on its ability
to secure additional financing, and while it has been successful in doing so in
the past, there can be no assurance it will be able to do so in the future.
Management is actively pursuing such additional sources of financing; however,
in the event this does not occur, there is doubt about the ability of the
Corporation to continue as a going concern.
These financial statements do not include the adjustments that would be
necessary should the Corporation be unable to continue as a going concern.
10
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
a. The Corporation held its annual general and special meeting of
shareholders in Calgary, Alberta on June 23, 2000.
b. The following directors were elected at the meeting: Allen V. Ambrose,
John Johnson Crabb, A.D. Drummond, Armand Hansen, Bonnie L. Kuhn and
Allan J. Marter.
c. The following matters were voted on at the meeting:
<TABLE>
<CAPTION>
Abstentions/
Broker
Matters For Against Withheld Non-Votes
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary resolution setting the number of
directors at six (6): 14,925,470 8,800 357,768
-------------------------------------------------------------------------------------------------------
Election of directors for the ensuing year to be
Allen V. Ambrose, Armand Hansen, Bonnie L. Kuhn,
John Johnson Crabb, A.D. Drummond, and Allan J.
Marter 14,915,870 20,700 355,468
-------------------------------------------------------------------------------------------------------
Approve the issuance of up to 30,000,030 common
shares during the next 12 months: 14,755,120 165,750 371,068
-------------------------------------------------------------------------------------------------------
Approve, by disinterested stockholders, the
participation by N.A. Degerstrom, Inc., Allen
Ambrose and Brian Gavin in any private
placements within the next 12 months: 3,083,553 122,763 6,617,122
-------------------------------------------------------------------------------------------------------
Approve the amendment to the Corporation's stock
option plan: 8,489,270 187,346 6,615,422
-------------------------------------------------------------------------------------------------------
Approve the Corporation to hold shareholder
meetings outside of Alberta, Canada 8,551,303 120,113 6,620,622
-------------------------------------------------------------------------------------------------------
Appointment of PricewaterhouseCoopers LLP as
auditor for the ensuing year at a remuneration
to be fixed by the directors: 14,922,870 11,300 357,868
-------------------------------------------------------------------------------------------------------
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
b. Reports on Form 8-K: None
11
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MINERA ANDES INC.
Date: August 11, 2000 By: /s/ Allen V. Ambrose
----------------------- -------------------------------------
Allen V. Ambrose
President
Date: August 11, 2000 By: /s/ Bonnie L. Kuhn
----------------------- -------------------------------------
Bonnie L. Kuhn
Chief Financial Officer and Secretary
12
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
27 Financial Data Schedule
13
