<PAGE>
United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
--------------------- ----------------------
June 30, 2000 0-29491
THE NEW ANACONDA COMPANY
-------------------------
(Exact name of registrant as specified in its charter)
UTAH
-----
(State or other jurisdiction of incorporation or organization)
87-0405529
-----------
(I.R.S. Employer Identification No.)
136 East South Temple, Suite 1700-A
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Salt Lake City, Utah 84111
----------------------------
(Address of principal executive offices)
(801) 355-1341
---------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
-----
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.
X Yes No
---- ----
State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date.
Common stock, par value $.001; 95,000,000 shares outstanding
as of August 18, 2000
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THE NEW ANACONDA COMPANY
FORM 10-Q
For the Quarter Ended June 30, 2000
INDEX
------
PART I -- FINANCIAL INFORMATION:
--------------------------------
Item 1. Financial Statements
Consolidated Balance Sheet -
June 30, 2000 and March 31, 1999
Consolidated Statement of Stockholders's Equity (Deficit)
June 30, 2000 and March 31, 1999
Consolidated Statement of Operations -
Three months ended June 30, 2000 and 1999
Consolidated Statement of Cash Flows -
Three months ended June 30, 2000 and 1999
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II -- OTHER INFORMATION
----------------------------
Item 1. Legal Proceedings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
2
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<PAGE>
<PAGE> PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE NEW ANACONDA COMPANY AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, March 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Current Assets
--------------
Cash $ 1,825 $ 1,825
Prepaid expenses 21,204 21,204
------------ ------------
Total Current Assets 23,029 23,029
------------ ------------
Property and Equipment
----------------------
Mineral interests in property 29,146,369 29,146,369
Mineral rights 1 1
Office equipment 93,867 93,867
Plant equipment 790,987 790,987
Automobiles 56,388 56,388
------------ ------------
30,087,612 30,087,612
Less: Accumulated Depreciation (416,171) (389,914)
------------ ------------
Net Property and Equipment 29,671,441 29,697,698
------------ ------------
Total Assets $29,694,470 $29,720,727
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
-------------------
Accounts payable $ 81,483 $ 81,483
Accrued liabilities 802,619 668,519
Capital lease obligations 122,076 122,076
Notes payable - current portion 29,150 29,150
------------ ------------
Total Current Liabilities 1,035,328 901,228
------------ ------------
Long-Term Liabilities
---------------------
Note payable to related party 1,774,724 1,744,971
------------ ------------
Total Long-Term Liabilities 1,774,724 1,744,971
------------ ------------
Stockholders' Equity (Deficit)
------------------------------
Common stock - $0.001 par value; 100,000,000
shares authorized; shares issued and outstanding:
September 30, 1999 - 95,000,000, March 31,
1999 - 47,971,475, March 31, 1998 - 16,801,459 95,000 95,000
Additional paid-in capital 68,097,583 68,097,583
Deficit accumulated during the development stage (41,308,165) (41,118,055)
------------ ------------
Total Stockholders' Equity (Deficit) 26,884,418 27,074,528
------------ ------------
Total Liabilities and Stockholders' Equity $29,694,470 $29,720,727
============ ============
3
</TABLE>
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<PAGE>
THE NEW ANACONDA COMPANY AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Cumulative
From
January
1, 1993
(Date of
For the Three Months Inception)
Ended June 30, Through
-------------------------- June 30,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Sales $ - $ - $ -
Cost of sales - - -
------------ ------------ ------------
Gross Profit - - -
------------ ------------ ------------
Operating Expenses
------------------
General and administrative 190,110 265,119 16,067,154
Research and development - - 4,761,551
------------ ------------ ------------
Total Operating Expenses 190,110 265,119 20,828,705
------------ ------------ ------------
Loss from Operations (190,110) (265,119) (20,828,705)
------------ ------------ ------------
Other Income and (Expenses)
Other income - - 60,664
Sale of precious metals - - 125,022
Interest expense - (5,747) (25,850,045)
Loss on disposal of equipment - - (520,101)
------------ ------------ ------------
Net Other Expenses - (5,747) (26,184,460)
------------ ------------ ------------
Loss Before Extraordinary Item (190,110) (270,866) (47,013,165)
------------ ------------ ------------
Extraordinary Gain on Extinguishment
of Debt, No Tax Effect - - 5,705,000
------------ ------------ ------------
Loss $ (190,110) $ (270,866) $(41,308,165)
============ ============ ============
Loss Per Share $ (0.10) $ (0.22) $ (0.92)
============ ============ ============
Weighted Average Number
of Shares Outstanding 83,156,164 42,280,220 44,860,404
============ ============ ============
</TABLE>
4
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THE NEW ANACONDA COMPANY AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative
From
January
1, 1993
(Date of
For the Three Months Inception)
Ended June 30, Through
-------------------------- June 30,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
------------------------------------
Net loss $(190,742) $(311,366) $(41,308,797)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 26,257 44,519 496,588
Amortization of discount on notes payable - - -
Stock issued for services - 536,765 7,386,765
(Gain) loss on the sale of property and
equipment - - 416,183
Gain on extinguishment of debt - - (5,705,000)
Exchange of services for vehicle - - 2,000
Changes in operating assets and liabilities,
net of effects of businesses acquired:
Accounts receivable - - (21,204)
Inventory - - 81,483
Prepaid expenses - 2,500 -
Accounts payable - 158,133 1,052,619
Accrued liabilities 134,100 1,112 -
Deposits - - -
Accrued interest payable - - 24,298,761
------------ ------------ ------------
Net Cash From Operating Activities (30,385) (105,102) (11,870,613)
Cash Flows From Investing Activities
------------------------------------
Proceeds from sale of property and equipment - - 217,848
Capital expenditures - (30,690) (1,348,575)
------------ ------------ ------------
Net Cash From Investing Activities - (30,690) (1,130,727)
Cash Flows From Financing Activities
------------------------------------
Proceeds from issuance of stock - - 10,000
Principal payments under capital lease - - (100,969)
Principal payments on notes payable - - (8,468,988)
Proceeds from issuance of debt - - 9,567,717
Principal payments on related party debt - (62,016) (3,310,981)
Proceeds from issuance of related party debt 30,385 - 15,306,184
------------ ------------ ------------
Net Cash From Financing Activities 30,385 (62,016) 13,003,165
Net Increase (Decrease) in Cash - (197,808) 1,825
Cash - Beginning of Period 1,825 2,457 -
------------ ------------ ------------
Cash - End of Period $ 1,825 $ (19,351) $ 1,825
============ ============ ============
</TABLE> 5
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THE NEW ANACONDA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
-----------------------------------------------------
Condensed Financial Statements - The accompanying unaudited condensed
consolidated financial statements include the accounts of The New Anaconda
Company and its subsidiaries ("Anaconda"). These financial statements are
condensed and, therefore, do not include all disclosures normally required
by generally accepted accounting principles. These statements should be
read in conjunction with Anaconda's most recent annual financial statements
included in the Company's report on Form 10-KSB for the year ended March
31, 2000. In particular, Anaconda's significant accounting principles were
presented as Note 1 to the Consolidated Financial Statements in that
Report. In the opinion of management, all adjustments necessary for a fair
presentation have been included in the accompanying condensed financial
statements and consist of only normal recurring adjustments. The results
of operations presented in the accompanying condensed financial statements
are not necessarily indicative of the results that may be expected for the
full year ending March 31, 2001.
Business Condition - Anaconda and its subsidiaries have accumulated
deficits of $41,308,165 since their inception in 1993 through March 31,
2000 and $41,118,055 as of June 30, 2000. They have had losses from
operations and negative cash flows from operating activities during each of
the three years in the period ended March 31, 2000. These conditions raise
substantial doubt regarding the Company's ability to continue as a going
concern. Although the Company had positive stockholders' equity at March
31, 2000 and June 30, 2000, realization of the investment in properties and
equipment is dependent on Anaconda's obtaining financing for the further
development and utilization of its technology to extract precious metals
from mineral reserves and other sources.
NOTE 2 - RELATED PARTY NOTES PAYABLE
------------------------------------
During the first quarter of 2000 Anaconda continued to rely on its major
stockholder for financing the Company's limited operations. The loans are
intended to be long-term in nature as it is determined that the Company
will need what resources it is able to obtain in the future for current
operations and not to reimburse the stockholder for loans made to the
Company.
NOTE 3 - COMMITMENTS
--------------------
The Company has defaulted on its capital lease obligations. Certain
equipment has been repossessed and it is expected that other equipment will
also be repossessed by the creditors. All outstanding lease obligations
have been reclassified to current liabilities.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
-------------------------------
The Company had cash on hand of $1,825 as of June 30, 2000.
Since inception, the Company has been engaged in research and
development and raising the needed capital to bring technology to the
production level. Therefore, it is considered a development stage
enterprise. The Company's ability to move from the development stage is
dependent upon its ability to generate sufficient cash flow from operations
to meet its obligations on a timely basis, to obtain additional funding as
may be required, and ultimately to attain successful operations. The
Company has been authorized by the board of directors to issue up to
8,000,000 shares of its common stock to the public for additional financing
sometime in the future. The Company is negotiating with a source of equity
financing. The Company is also holding discussions with additional private
placement sources in case anticipated financing does not materialize. No
firm commitments have been received. There is no assurance the Company
will be able to raise any capital or that it will receive sufficient
capital to continue in operation. Because the Company has no funds
currently available, its activities have been placed on hold, until new
funding can be secured. The minimum expenses incurred during the quarter
have been funded by the Company's largest shareholder on a long-term loan
basis. Management believes that the shareholder will use its best efforts
to continue to provide subsistence funding, however no agreement to do so
exists, and the shareholder's ability to do so on an extended basis is
doubtful. Future capital commitments, including completion of the pilot
plant, are also on hold subject to the equity financing mentioned above.
Repayment of debt is anticipated to come from operating profits to be
generated when the pilot and or subsequent plants are in operation. No
debt repayment is planned from the anticipated financing, should it be
successfully concluded.
Results of Operations
---------------------
Comparison of the three months ended June 30, 2000 and the three
months ended June 30, 1999.
The Company had no revenue during the three months ended June 30, 2000
or during the same 1999 period.
General and administrative expenses of $190,110 incurred in the three
months ended June 30, 2000 are $75,009 less than the $265,119 for the
three months ended June 30, 1999.
During the quarter ended June 30, 2000 General and Administrative
expenses consisted of operating expenses in the Victoria plant of $10,848,
$127,500 of accrued salaries, $25,505 in travel expenses and $26,257 in
depreciation. The $10,848 in operating expenses at the Victoria plant were
for facilities expenses such as telephone, utilities and rent. The plant
is not currently operation and is not conducting any activities at this
time. The 1999 comparable period expenses are also for the faculties
expenses but include additional salaries and wages as well as a small
amount of laboratory expenses.
7
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-------------------------
As disclosed by the Company in its Form 10, filed on February 14,
2000, it may have potential liability under the Comprehensive Environmental
Remediation, Compensative and Liability Act. There were no changes in the
status of this matter during the quarter. The Company is not involved in
any other legal proceedings.
ITEM 5. OTHER
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On February 14, 2000, the Company filed a Form 10. On April 13, 2000,
the Securities and Exchange Commission sent a deficiency letter to the
Company seeking additional information and disclosure be added to the
registration statement. Pursuant to Section 12(g) of the Securities
Exchange Act of 1934, the Form 10 filing went effective 60 days after it
was filed. The Company is currently preparing its responses to the SEC's
comments of April 13, 2000. The Company will not be eligible for relisting
on the Over-the-Counter Bulletin Board until such time as all SEC comments
have been cleared.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K
None.
8
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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.
The New Anaconda Company
August 20, 2000 /s/ Paul A. de Rome
-----------------------------------
Paul A. de Rome, President
August 20, 2000 /s/ John F. Pope
-----------------------------------
John F. Pope, Chief Financial Officer
9
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