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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
Commission File No. 0-15474
AMERALIA, INC.
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(Exact name of Company as specified in its charter)
1155 KELLY JOHNSON BLVD., SUITE 111, COLORADO SPRINGS, CO 80920
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(Address of Principal Executive Offices)
(719) 260 6011
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(Company's telephone number, including area code)
A Utah Corporation
I.R.S. Employer Identification No. 87-0403973
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.
The number of shares outstanding of the Company's $.01 par value common stock
as of November 10, 1997 was 3,540,285. Shares of preference stock, $.05 par
value, outstanding as of November 10, 1997: 695,596.
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AMERALIA, INC.
INDEX TO FORM 10-Q
PAGE
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Balance Sheets - September 30,
1997 and June 30, 1997 1-2
Consolidated Statements of Operations for
the Quarters ending September 30, 1997 & 1996 3
Consolidated Statements of Cash Flows for
the Quarters ending September 30, 1997 & 1996 4
Notes to Consolidated Financial Statements 5
Item 2: Management's Discussion and Analysis of
Financial Condition and Results
of Operations. 5
PART II: OTHER INFORMATION
Item 1: Legal Proceedings 6
Item 2: Changes in Securities 6
SIGNATURE 7
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AMERALIA INC
CONSOLIDATED BALANCE SHEETS
Amounts in Thousands of Dollars ($)
Sept 30 June 30
1997 1997
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ASSETS
Current Assets:
Cash at bank $ 243 $ 2
Related party receivables 6 10
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Total Current Assets: $ 249 $ 12
Non Current Assets:
Lease exploration & development costs 2,755 2,755
Deferred stock offering costs 225 225
Property & equipment 13 16
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Total Assets: $3,242 $3,008
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(Continued over page)
1
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AMERALIA INC
CONSOLIDATED BALANCE SHEETS
Amounts in Thousands of Dollars ($)
Sept 30 June 30
1997 1997
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LIABILITIES & SHAREHOLDERS' FUNDS
Current liabilities:
Accounts payable $ 294 $ 263
Due to related parties 136 80
Notes payable - current portion 302 284
Interest payable 31 23
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Total Current Liabilities 763 650
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Other liabilities
Notes payable - long term 3 4
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Total other liabilities: 3 4
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Total liabilities 766 654
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Commitments and contingent liabilities - -
SHAREHOLDERS' EQUITY
Preferred stock, US$0.05 par value;
1,000,000 authorized; 720,596 issued
at Sept 30 and June 30, 1997: 36 36
Common stock, US$.01 par value;
100,000,000 shares authorised;
Issued @ Sept 30: 3,355,535 and
June 30, 1997: 3,309,331: 33 33
Additional paid in capital 11,035 10,744
Accumulated deficit (8,751) (8,582)
Foreign currency translation adjustment 123 123
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Total Shareholders' Funds: $ 2,476 $ 2,354
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Total Liabilities & Shareholders' Equity: $ 3,242 $ 3,008
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2
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AMERALIA INC
CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in Thousands of Dollars ($)
(Unaudited)
Qtr Qtr
ending ending
Sept 30 Sept 30
1997 1996
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REVENUES
Interest $ - $ -
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Total Revenues from Operations: - -
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EXPENSES
General & administrative 103 233
Depreciation & amortisation 3 3
Interest paid 12 31
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Total Expenses: 118 267
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NET INCOME/(LOSS) $ (118) $ (267)
Net loss per share $ (.036) $ (.095)
Weighted average
number of shares ('000) 3,332 2,796
3
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AMERALIA INC
CONSOLIDATED STATEMENT OF CASH FLOWS
Amounts in Thousands of Dollars ($)
(Unaudited)
Qtr Qtr
ending ending
Sept 30 Sept 30
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $(118) $(267)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 3 3
(Increase) decrease in:
Accounts receivable - 33
Related party receivables 4 15
Increase (decrease) in:
Accounts payable 31 28
Notes payable - short-term 18 18
Due to related parties 56 9
Interest payable 8 26
Net cash used in operating activities 2 (135)
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CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Rock School Lease development - (14)
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Cash flows from investing activities (-) (14)
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CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from issuance of common stock - 65
Cash received from issuance of preferred stock 240 75
Cash payments on long term loans (1) (2)
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Cash flows from financing activities 239 138
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NET INCREASE (DECREASE) IN CASH 241 (11)
Cash at beginning of period 2 21
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Cash at end of period $ 243 $ 10
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4
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AMERALIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, $)
Note 1. - Basis of Presentation.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Rule 10-01 of Regulation S-X and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the three
month period ended September 30, 1997, are not necessarily indicative of the
results that may be expected for the fiscal year ended June 30, 1998. These
consolidated statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's annual report
on Form 10-K for the fiscal year ended June 30, 1997.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
(Amounts in US Dollars, $)
LIQUIDITY AND CAPITAL RESOURCES
As reported in the Company's filings on Form 10K, funds have been held in
an escrow account pursuant to an agreement between the Company and the
Jacqueline Badger Mars Trust. Since June 30, 1997 the remaining $240,000 has
been withdrawn from this account and transferred to the Company.
During the quarter the Company received $18,000 as proceeds from the
issuance of short term notes payable, $31,000 from an increase in accounts
payable, $56,000 from an increase in liabilities to related parties and an
increase of $8,000 in interest payable. Funds were applied to funding the
Company's operating loss for the quarter.
Throughout the Company's development, funding requirements have been met
through the Company's capacity to raise funds from additional equity and the
issuance of short term notes payable. The Company is presently engaged in
discussions with prospective investors and lending institutions with a view to
raising additional capital, although, at the date of this report these
discussions have not come to fruition.
5
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RESULTS OF OPERATIONS
The Company's loss from operations for the quarter was $118,000 compared
with $267,000 for the same quarter for the previous year and $116,000 for the
prior year's comparable quarter. The higher loss last year was primarily due to
additional work being undertaken to advance the Company's development of its
proposed mining activities which, however, cannot be capitalized. Last year's
result also included an officer compensation payment of $65,000 which was
satisfied through the issuance of a bonus stock grant.
IMPACT OF INFLATION
The Company believes that its activities are not materially affected by
inflation.
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
None.
ITEM 2: CHANGES IN SECURITIES
During the quarter 51,204 shares of common stock were issued in lieu of
dividends of $51,204 on Series D Preferred Stock.
On October 28, 1997 the Company entered into an agreement with the
Jacqueline Badger Mars Trust (the "Trust") to convert its holding of Series A
Preferred Stock into common stock on November 30, 1997 at a conversion ratio of
one share of common stock per share of preferred stock. The Company shall
solicit the approval of the shareholders of the Company other than the Trust for
the conversion ratio. If such approval is not received, the Trust has the right
to submit the agreement to arbitration.
On October 29, 1997 the Trust converted its holding of 25,000 shares of
Series B Preferred Stock into common stock on the basis of five shares of common
stock per share of Series B Preferred Stock in accordance with its rights under
the statement of preferences defining the class of Series B Preferred Stock,
notwithstanding that the established conversion price of $2.00 exceeded the
current market price of the Company's common stock.
6
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SIGNATURE
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.
AMERALIA, INC.
By: /s/ ROBERT VAN MOURIK
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Robert van Mourik
Executive Vice President,
Chief Financial Officer
Signing on behalf of the Registrant as principal financial
and accounting officer.
Date: 10 November 1997
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<PAGE>
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<S> <C>
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<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
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<SECURITIES> 0
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<ALLOWANCES> 0
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<CURRENT-ASSETS> 249
<PP&E> 67
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36
0
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