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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-20430
AZCO MINING INC.
(A DELAWARE CORPORATION)
I.R.S. Employer Identification Number 84-1094315
7239 N. El Mirage Road
Glendale, Arizona 85307
(623) 935-0774
The former address and phone number of AZCO Mining Inc. was:
2068 Main St., Suite C, PO Box 1895
Ferndale, Washington 98248
(360) 380-4467
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
--- ---
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AZCO MINING INC.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 29,892,121 shares of the
Company's Common Stock were outstanding as of November 10, 2000.
Statements contained this quarterly report that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ materially
from the estimated results.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Consolidated Statement of Stockholders' Equity 6
Notes to Interim Consolidated
Financial Statements 7 - 9
</TABLE>
2
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AZCO MINING INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
SEPT., 30 JUNE, 30
2000 2000
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 2,754,974 $ 4,324,886
Prepaids and other assets 97,402 124,077
Inventories (note 5) 1,052,096 1,000,778
------------ ------------
Total current assets 3,904,472 5,449,741
------------ ------------
Property and equipment:
Mineral properties, plant and equipment (note 2) 8,567,932 7,933,857
Capital assets 231,803 247,725
------------ ------------
8,799,735 8,181,582
------------ ------------
Investments and advances 50,588 50,588
Restricted cash 190,400 190,400
------------ ------------
$ 12,945,195 $ 13,872,311
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 534,055 $ 566,028
------------ ------------
Total current liabilities 534,055 566,028
------------ ------------
Commitments and contingencies
Stockholders' equity
100,000,000 authorized common shares with a par 59,784 59,774
vale of $0.002 per share
Issued and outstanding 29,892,121
(June - 29,887,121) common shares
Additional paid-in capital 28,539,877 28,537,487
Deficit (16,188,521) (15,290,978)
------------ ------------
12,411,140 13,306,283
------------ ------------
Total liabilities and stockholders' equity $ 12,945,195 $ 13,872,311
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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AZCO MINING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2000 1999
---------- ----------
<S> <C> <C>
EXPENSES:
Salaries $ 175,221 $ 189,154
General and administrative 192,724 324,904
Exploration & development 116,995 134,538
Write-down of inventory 461,915 0
Reclamation expense 278 0
Amortization and depreciation 15,922 3,694
---------- ----------
963,055 652,290
---------- ----------
INCOME:
Interest income $ 65,512 $ 139,629
Other income 0 227,500
---------- ----------
65,512 367,129
---------- ----------
NET (LOSS) $ (897,543) $ (285,161)
========== ==========
BASIC LOSS PER COMMON SHARE $ (0.03) $ (0.01)
========== ==========
DILUTED LOSS PER COMMON SHARE $ (0.03) $ (0.01)
========== ==========
WEIGHTED AVERAGE COMMON SHARES 29,891,251 29,832,121
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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AZCO MINING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (897,543) $ (285,161)
Adjustments to reconcile net loss to net cash
used in operations:
Depreciation and amortization 15,922 3,695
Gain on sale of Mali assets 0 (227,500)
Write down of inventory 461,915 0
Changes in assets and liabilities, net:
Prepaid and other assets 26,675 (129,983)
Inventories (513,233)
Accounts payable and accrued liabilities (31,973) (96,684)
----------- -----------
Net cash used for operating activities (938,237) (735,633)
----------- -----------
Cash flows from investing activities:
Purchases of furniture and equipment 0 (8,191)
Purchase of mine property, plant and equipment (634,075) (1,229,500)
Proceeds from sale of Mali assets 0 227,500
Investments and advances 0 (250,000)
----------- -----------
Net cash used for investing activities (634,075) (1,260,191)
----------- -----------
Cash flows from financing activity:
Proceeds of exercise of options 2,400 0
----------- -----------
Net cash used for financing activity: 2,400 0
----------- -----------
Net decrease in cash and cash equivalents (1,569,912) (1,995,824)
Cash and cash equivalents at beginning of period 4,324,886 12,106,173
----------- -----------
Cash and cash equivalents at end of period $ 2,754,974 $10,110,349
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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AZCO MINING INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Additional
-------------------- Paid-In
Shares Amount Capital Deficit
---------- ------- ----------- ------------
<S> <C> <C> <C> <C>
Balance June 30, 2000 29,887,121 $59,774 $28,537,487 $(15,290,978)
Stock options exercised 5,000 10 2,390 0
Net Loss 0 0 0 (897,543)
---------- ------- ----------- ------------
Balance September 30, 2000 29,892,121 $59,784 $28,539,877 $(16,188,521)
========== ======= =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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AZCO MINING INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
In the opinion of management the accompanying interim financial statements
contain all material adjustments consisting only of normal recurring adjustments
necessary to present fairly the financial position, the results of operations
and the cash flows of the Company and its consolidated subsidiaries for the
interim period. Users of financial information produced for interim periods are
encouraged to refer to the financial statements footnotes contained in the
Annual Report on Form 10-K when reviewing interim financial results.
Azco Mining Inc. ("AZCO" or the "Company") is a U.S. mining company with a
general business strategy to acquire and develop mineral properties amenable to
low cost production. The Company is currently focused on producing high quality
muscovite mica from its 100% owned Black Canyon Mica project located in Arizona.
The Company also has a 30% interest in a joint venture with Phelps Dodge
Corporation to develop the Piedras Verdes copper project located in Sonora,
Mexico. The Company's strategy on large exploration projects is to establish
partnerships with major companies to reduce financial risk.
NOTE 2. BLACK CANYON MICA PROJECT (ARIZONA)
During the quarter ended September 30, 2000 the crushing circuit located at the
mica mine near Black Canyon City became fully operational. Once the ore is
crushed it is currently being trucked to the Company's processing facility in
Glendale, Arizona. Limited production is underway as are ongoing enhancements to
both the processing facility and the concentration circuit. Plans to relocate
the concentration circuit to the mine site have been postponed for the immediate
future due to operational enhancements currently under way and product marketing
delays.
Detail of mica project mineral properties, plant and equipment is as follows:
<TABLE>
<CAPTION>
SEPT. 30, JUNE 30,
2000 2000
<S> <C> <C>
Acquisition of mineral properties $2,219,996 $2,219,996
Mining and processing plant and equipment 5,357,349 4,714,375
Development costs 1,064,772 1,064,772
Accumulated amortization (74,185) (65,286)
---------- ----------
Total $8,567,932 $7,933,857
</TABLE>
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AZCO MINING INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
During the quarter ended September 30, 2000 the Company expensed $461,915 as an
inventory write down representing mica project operating costs incurred in
excess of the value of mica produced during the quarter.
NOTE 3. PIEDRAS VERDES PROJECT (MEXICO)
The Company owns a 30% interest in Cobre del Mayo, S.A. de C.V. ("Cobra del
Mayo"), a Mexican corporation which leases the Piedras Verdes property. The
remaining 70% interest is owned by Minera Phelps Dodge Mexico S. de R.L. de C.V.
("MPDM"), a subsidiary of Phelps Dodge Corporation. The property consists of
approximately 640 hectares and is located in southern Sonora State, Mexico.
NOTE 4. MALI PROJECT (NORTHWESTERN AFRICA)
The Company is currently in a joint venture with Randgold Resources Limited
("Randgold") whereby Randgold has the right to earn up to 75% of the Company's
interest in West Africa Gold and Exploration S.A. ("WAG"). To earn this interest
Randgold has agreed, over a 36-month period commencing August 5, 1998, to
conduct exploration on the WAG property concessions at a minimum cost of $2
million, to determine if there is a viable economic gold resource, as defined in
the joint venture agreement, of at least one million ounces of gold. If this
requirement is satisfied, Randgold must prepare a bankable feasibility study
with respect to such resource for WAG within 12 months in order to earn its
interest therein.
NOTE 5. INVENTORIES
<TABLE>
<CAPTION>
SEPT. 30, JUNE 30,
2000 2000
<S> <C> <C>
Broken ore $ 822,856 $ 839,146
Work-in-progress 185,240 123,033
Finished goods 44,000 38,599
---------- ----------
Total $1,052,096 $1,000,778
</TABLE>
8
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AZCO MINING INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 6. TERMINATION OF MANAGEMENT AGREEMENTS
Subsequent to the quarter end the Company on October 4, 2000 notified Mr. Alan
Lindsay and Mr. Anthony Harvey of its intention to terminate their management
contracts with the Company. Mr. Lindsay and Mr. Harvey have notified the Company
that they believe they are entitled to the immediate payment of termination fees
in aggregate of $595,350. The Company is reviewing its obligation under these
agreements. If it is determined, by the Company, that fees of any amount are
indeed payable, it is the contention of the Company that the fees would be
payable by February 1, 2001.
NOTE 7. OUTSTANDING OPTIONS
At September 30, 2000 3,544,500 options to purchase shares of the Company's
common stock were outstanding under the Company's Stock Option Plan. These
options are exercisable between $0.48 and $3.00 per common share at varying
dates through 2004.
9
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AZCO MINING INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations may contain statements concerning certain trends and other
forward-looking information, within the meaning of the federal securities laws.
Such forward-looking statements are subject to uncertainties and factors
relating to the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the control of the Company.
The Company believes that the following factors, among others, could affect its
future performance and cause actual results to differ materially from those
expressed or implied by forward-looking statements by or on behalf of the
Company: (1) unfavorable weather conditions in particular high water levels in
the Agua Fria river could temporarily limit access to the mica mine; (2) changes
in the demand for the Company's mica or the lack of acceptance of the Company's
mica; (3) changes in environmental laws; (4) problems regarding availability of
materials and equipment; (5) failure of the mica project equipment to process or
operate in accordance with specifications or expectations and prevent the
project from producing at commercially viable levels.
GENERAL
The Company was formed in 1988. In December 1995 the Company sold its Sanchez
copper project and a 70% interest in its Mexican copper project, the Piedras
Verdes, to Phelps Dodge Corporation for $40 million. All material revenues since
the sale have been a result of interest earned on the proceeds of the sale of
these assets to Phelps Dodge Corporation.
On October 25, 2000 Mr. Alan Lindsay and Mr. Anthony Harvey retired as executive
officers of the Company. Lawrence Olson, a director of the Company, succeeds
Alan Lindsay as Chairman, Chief Executive Officer and President. Ryan Modesto,
Vice President Finance of the Company, succeeds Anthony Harvey as Corporate
Secretary.
The Company is currently focused on the start up of its recently constructed
operating facilities to produce high quality muscovite mica from its 100% owned
Black Canyon Mica project located in Arizona.
The Company, with its 30% interest, has established a strategic partnership with
Phelps Dodge Corporation on the Piedras Verdes copper project located in Sonora,
Mexico.
Mica marketing efforts continue in the cosmetic industry but lead-time required
in product testing has been longer than anticipated. Testing of the Company's
mica in the formulation of plastic compounds has been encouraging and the
Company is in discussions with various plastic producers regarding supply
contracts.
10
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AZCO MINING INC.
Effective October 27, 2000 the Company's corporate office in Ferndale,
Washington and its executive office in Vancouver, British Columbia were
relocated to the Company's processing facility in Glendale, Arizona.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999.
The net loss for the three months ended September 30, 2000 was $897,543 compared
to a net loss of $285,161 for the three months ended September 30, 1999. The
increased net loss is the result of $461,915 write down of mica inventory values
in the period ended September 30, 2000, and the one time gain of $227,500 from
the sale of exploration camp assets in Mali during the period ended September
30, 1999.
General and administrative expense was $192,724 for the three months ended
September 30, 2000 compared to $324,904 for the three months ended September 30,
1999. The decrease in general and administrative expense is in large part due to
reduced activities in investor relations.
FINANCIAL CONDITION
As of September 30, 2000 the Company had cash of $2,754,974.
The Company believes that for the current fiscal year ended June 30, 2001 and
into fiscal 2002 it is possible that additional financing will be required to
fund the capital requirements of the Company.
Currently it is estimated that the Company could require, over the next 12
months, up to an additional $2.2 million in funding before the mica project is
advanced to a point were it is commercially viable. Estimated capital
requirements of the Company, prior to the mica project achieving commercial
production, are as follows: mica project operating losses $0.4 million, mica
project capital additions $1.9 million, corporate costs $1.2 million and ongoing
exploration and development projects $1.4 million.
The Company is obligated under the Cobre del Mayo shareholder agreement to
provide 30% of funding on Piedras Verde project. The previous paragraph
incorporates $244,000 of projected cash requirements for the Piedras Verdes
project over the next year. Cash requirements could be more if the decision is
made to advance the project to final feasibility.
11
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AZCO MINING INC.
In conjunction with the departure of Mr. Alan Lindsay and Mr. Anthony Harvey on
October 25, 2000, the Company has the obligation to pay termination fees under
the terms of the management agreements the Company has contracted with the
management companies of Mr. Lindsay and Mr. Harvey. Mr. Lindsay and Mr. Harvey
have notified the Company that they believe they are entitled to the immediate
payment of termination fees in aggregate of $595,350. The Company is reviewing
its obligation under these agreements. If it is determined, by the Company, that
fees of any amount are indeed payable, it is the contention of the Company that
the fees would be payable by February 1, 2001.
The Company is currently evaluating various institutional and private financing
opportunities. In the event that financing is not available or that the terms
are undesirable, joint venture alternatives will be explored. It is feasible
that financing or joint venture opportunities may not be available on terms that
would be acceptable to the Company. If this is the case, it is possible that the
mica project could be delayed or terminated.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
None.
ITEMS 2-4: NOT APPLICABLE
ITEM 5: OTHER INFORMATION
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K
None.
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AZCO MINING INC.
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 thereunder duly authorized.
Date: November 13, 2000 BY: /s/ Lawrence G. Olson
------------------ ----------------------
Lawrence G. Olson
CEO, President and Chairman
Date: November 13, 2000 BY: /s/ Ryan A. Modesto
------------------ --------------------
Ryan A. Modesto
Vice President Finance,
Corporate Secretary
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