FORM 10-QSB
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______________ to _________________.
Commission file number: 33-90696
ANDEAN DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-0648697
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
600 Brickell Avenue, Suite 301-B, Miami, Florida 33131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 358-4440
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 report(s), and has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of June 30, 1999, 2,820,100 shares
of $.0001 par value common stock were outstanding.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
INDEX
Part I. Financial Information.
Item 1. Financial Statements (Unaudited).
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Part II. Other Information.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND DECEMBER 31, 1998
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 1999 and December 31, 1998
A S S E T S
June 30, 1999 December 31,
(UNAUDITED) 1998
----------- -----------
Current Assets:
Cash $ 310,388 $ 65,036
Short-term investments 22,455 23,483
Accounts receivable 6,174,527 2,176,462
Inventory 1,274,936 --
Other current assets 427,728 230,218
----------- -----------
Total Current Assets 8,210,034 2,495,199
----------- -----------
Property, Plant and Equipment, net 3,400,155 1,689,410
----------- -----------
Other Assets:
Real estate held for investment -- 1,147,389
Due from related parties 31,151 875,550
Note receivable from related party -- 531,793
Note receivable - other 1,103,750 1,411,900
Investment in unconsolidated subsidiaries 1,056,184 1,772,569
Deferred charges 1,101,098 482,934
Deposits and other 366,879 82,132
Goodwill 3,045,960 --
----------- -----------
6,705,022 6,304,267
----------- -----------
$18,315,211 $10,488,876
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
June 30, 1999 and December 31, 1998
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, 1999 December 31,
(UNAUDITED) 1998
------------ ------------
<S> <C> <C>
Current Liabilities:
Obligations with banks $ 1,196,193 $ 157,659
Current portion of long-term debt 50,627 57,223
Accounts payable 2,792,449 181,293
Due to related parties 175,491 138,751
Income taxes payable 33,420 117,525
Accrued expenses and withholdings 354,461 57,319
Current portion of staff severance indemnities 27,074 23,954
Dividends payable 423,020 564,020
------------ ------------
Total Current Liabilities 5,052,735 1,297,744
------------ ------------
Long-Term Liabilities:
Long-term debt, excluding current portion 3,843,631 553,563
Staff severance indemnities, excluding current portion 65,966 65,093
------------ ------------
3,909,597 618,656
------------ ------------
Minority interest 693,764 62,500
------------ ------------
Shareholders' Equity:
Preferred stock, $.0001 par value, 5,000,000 shares
authorized, 0 shares issued and outstanding -- --
Common stock, $.0001 par value, 20,000,000 shares
authorized, 2,820,100 shares issued and outstanding 282 282
Additional paid-in capital 5,724,320 5,724,320
Retained earnings 3,002,968 2,925,323
Cumulative translation adjustment (68,455) (139,949)
------------ ------------
Total Shareholders' Equity 8,659,115 8,509,976
------------ ------------
$ 18,315,211 $ 10,488,876
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues from Operations:
Revenues $ 205,777 $ 956,951 $ 322,373 $ 1,343,411
Cost of operations 103,330 232,887 195,008 473,227
----------- ----------- ----------- -----------
Gross Profit 102,447 724,064 127,365 870,184
Selling and Administrative Expenses 285,954 256,633 663,130 624,501
----------- ----------- ----------- -----------
(183,507) 467,431 (535,765) 245,683
----------- ----------- ----------- -----------
Other Income (Expense), net 133,264 (62,492) 629,337 247,461
----------- ----------- ----------- -----------
(Loss) Income Before Income Taxes
and Minority Interest (50,243) 404,939 93,572 493,144
Income Taxes (Benefit) (21,657) 60,053 12,700 80,226
----------- ----------- ----------- -----------
Net (Loss) Income Before
Minority Interest (28,586) 344,886 80,872 412,918
Minority Interest (4,423) -- 3,227 39,474
----------- ----------- ----------- -----------
Net (Loss) Income $ (24,163) $ 344,886 $ 77,645 $ 373,444
=========== =========== =========== ===========
Net (Loss) Income per Common Share $ (.01) $ .12 $ .03 $ .13
=========== =========== =========== ===========
Weighted Average Shares Outstanding 2,820,100 2,820,100 2,820,100 2,820,100
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 77,645 $ 373,444
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 41,037 51,123
Minority interest (39,810) 106,744
Translation adjustment 43,434 1,272
Gain on sale of real estate held for investment (532,059) --
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 707,409 1,658,958
Inventory -- (40,366)
Other current assets 382,683 (471,215)
Note receivable -- 112,872
Other assets (232,608) (256,107)
Increase (decrease) in:
Accounts payable 23,431 (627,701)
Provision for severance indemnity 3,993 (18,333)
Accrued expenses and withholdings (32,230) 7,543
Income taxes payable (84,105) (62,629)
----------- -----------
Net Cash Provided by Operating Activities 358,820 835,605
----------- -----------
Cash Flows from Investing Activities:
Purchase of fixed assets (151,618) (1,072,598)
Investment in unconsolidated subsidiaries -- 549,239
Cash acquired in acquisition of subsidiary 260,916 --
Proceeds from short-term investments 1,028 385,062
----------- -----------
Net Cash Provided by (Used in) Investing Activities 110,326 (138,297)
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
Six Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash Flows from Financing Activities:
Advances to related parties $ (103,461) $ (99,550)
Net borrowings (payments) on notes payable to bank 8,295 (405,565)
Principal payments on long-term debt 12,372 (20,349)
Dividends paid (141,000) (432,000)
----------- -----------
Net Cash Provided by (Used in) Financing Activities (223,794) (957,464)
----------- -----------
Net Increase (Decrease) in Cash 245,352 (260,156)
Cash at Beginning of Period 65,036 324,556
----------- -----------
Cash at End of Period $ 310,388 $ 64,400
=========== ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 33,886 $ 33,884
Cash paid during the period for taxes 15,796 125,606
Supplemental Disclosure of Non-Cash Investing Activities:
Details of acquisition:
Assets acquired 8,142,896 --
Liabilities assumed 7,704,678 --
Minority interest 671,074 --
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The quarterly financial information included herein is
unaudited; however, such information reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in opinion of management, necessary
for a fair statement of results for the interim period. For further information,
refer to the financial statements and notes thereto included in the Company's
form 10-KSB as of and for the year ended December 31, 1998.
FUNCTIONAL CURRENCY - The financial statements have been translated in
accordance with the provisions set forth in Statement of Financial Accounting
Standards No. 52, from Chilean pesos (the functional currency) into US dollars
(the reporting currency).
EARNINGS PER COMMON SHARE - Earnings per common share are based on the weighted
average number of shares outstanding of 2,820,100 for the periods ended June 30,
1999 and 1998, respectively, after giving effect to common stock equivalents
which consist of warrants issued with the initial public offering that would
have a dilutive effect on earnings per share. Warrants issued with exercise
prices greater than the existing market value of the company stock are deemed
anti-dilutive and are not components of earnings per share.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL - The following discussion regarding the Company and its business and
operations contains "forward-looking statements" within the meaning of Private
Securities Litigation Reform Act 1995. Such statements consist of any statement
other than a recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may", "expect", "anticipate", "estimate" or
"continue" or the negative thereof or other variations thereon or comparable
terminology.
The reader is cautioned that all forward-looking statements are necessarily
speculative and there are certain risks and uncertainties that could cause
actual events or results to differ materially from those referred to in such
forward looking statements.
The Company does not have a policy of updating or revising forward-looking
statements and thus it should not be assumed that silence by management of the
Company over time means that actual events are bearing out as estimated in such
forward looking statements.
OVERVIEW - During the second quarter of 1999 the Company has succeeded in one
important step of the implementation of its business strategy - the purchase of
a majority interest in a well established manufacturing company with main
operations in Spain - and has also concentrated on its subsidiaries with the aim
of changing the negative trend of the revenues of its Core Business.
The main reason for the negative results of the Company's core business is the
high negative impact of the economic crisis on the strategy of investing in
fixed assets. As the Core Business concentrates in supply services to major
investors, Andean Development Corporation ("ADC") has suffered the effects of
delays of projects that involve capital goods expenditure. The management
expects that the absence of these types of developments will create shortages
and the Company will recover its former sales performance when the economy in
Latin America gets on pace.
CONSONNI USA, INC.'S ACQUISITION - During the second quarter ADC has acquired
43.45% of Consonni USA, Inc. ("CONUSA") in exchange for certain assets,
including certain non-performing assets, some long term receivables, as well as
the forgiveness of debt due from Mr. Pedro P. Errazuriz, Chairman of ADC
bringing its equity position to 54.96% of that corporation. The shares of CONUSA
were owned by Mr. Errazuriz.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
CONUSA is a holding company and its main assets are 88% of Construcciones
Electromecanicas Consonni S.A. of Bilbao, Spain ("Consonni, S.A."), a
manufacturing company established in 1992, manufactures low, medium and high
voltage motor control centers and 88% of ECESA, Equipos de Control Electrico
S.A. ("ECESA"), a trading company based in Madrid, Spain.
The total sales of the Consonni Group (consolidating Consonni S.A. and ECESA)
during 1998 exceeded $11,500,000 and its net profit was $687,954 as audited by
Price Waterhouse Coopers (Spanish GAAP Standards). As an effect of the
acquisition the assets and liabilities will be consolidated within ADC and will
increase substantially the total revenues of ADC, historically approximately
$3,500,000 but now at the considerably lower level, as well as the net profit.
Total assets of the Consonni Group at December 31, 1998, were slightly above $11
million, of which more than $7 million are current assets. Long-term liabilities
are $3 million and $5 million are current liabilities.
The Board of Directors considered that this transaction would provide the
Company with a new base of sales and increased amount of revenues and profits.
Additionally, revenues will be diversified between Latin America and Europe,
adding a broader range of clients, increasing stability during periods in which
some economies suffer more than others, and providing a more permanent profile
of sales and cash flow.
The auditors of Consonni S.A. and ECESA are in the process of preparing the 1998
audited financial statements of CONUSA. During the transaction, ADC's Board of
Directors obtained an appraisal of both companies, prepared by ACEC and American
Appraisal (Spain).
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
INGESIS S.A. - Ingesis S.A. is entering into a joint-venture with Ibermatica, a
Spanish computer company with more than $100 million of yearly sales, to jointly
develop a program to teach through the Internet and a private TV network,
focused in isolated communities in the south of Chile. A formal agreement will
be ready by the end of the year.
NYSA S.A. - NYSA S.A. is in the business of performing engineering appraisals,
selecting sites for development, and negotiations with the owners of land to be
used for various energy projects. During the second quarter, the Company
obtained a contract with ENDESA, the largest Chilean utility, for the power line
connecting the future Ralco Project with the SIC net. Future plans involve the
expansion of different types of operations including B.O.T. projects, whereby
the private sector invests in public projects such as road and port development.
BODEGAS GARCIA ERRAZURIZ S.A. - The vineyard continues the activities of
planting and growing grapes to fulfill its program of having 200 Hs. planted by
2001 and for the ultimate production of wine. The strategy considers to have the
first wine production during the year 2001.
VINA VALLE DEL ITATA S.A. - During this year's harvest period the wine
processing plant produced 871.000 lts. of wine of which 500.000 lts. were
exported to England. the remaining wine is under current sale negotiations with
Vina Concha y Toro, the largest and internationally well known Chilean wine
producer. It was considered a big success to have access to this company in the
second year of wine production.
PLANS OF OPERATIONS - Most of the projects listed above are still in its phase
of preparation. The Company is still providing project engineering services to a
consortium trying to sell a 230MW hydropower TG set for Emgesa (Colombia) and
one TG set based on an open cycle 160MW gas turbine produced by Westinghouse for
Cachoeira Dourada, a Brazilian utility. The Company is also acting as a
consultant on the sale of a package of 1000 MW from CIEN, an Argentinean
consortium to a Brazilian utility, anticipating the sale of an 800-km power
line.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
The Company has been requested to act as a consultant for Nordic Power Invest, a
Swedish utility that would like to participate in the sale of Alto Cachapoal, an
important hydroelectric project in the south of Chile.
Workinvest, a Brazilian company, is interested in the advisory services of the
Company in the sale of a 100 MW thermal plant and in the upgrading of such
installation.
Consonni got an important order in Egypt to build the medium Voltage Controls
for an important desalting unit sold by Pridesa, a well known manufacturer and
operator of this kind of installations.
RESULTS OF OPERATIONS - June 30, 1999 compared to June 30, 1998.
Gross revenues decreased from $1,343,411 in 1998 to $322,373 in 1999, a decrease
of $1,021,038. This decrease is due to the delay of several projects as a direct
impact of the Asian Crisis and the reluctance of the investors to start new
developments until the end of this crisis. Management expects to increase gross
revenues in the third quarter of 1999, but it seems to be difficult to reach a
normal level of activities and to start all pending projects before the end of
the year.
Cost of operations decreased from $473,227 at June 30, 1998 to $195,008 at June
30, 1999, a decrease of $278,219 or 59% due to the Company's decrease in
activities.
Selling and administrative expenses increased from $624,501 at June 30, 1998 to
$666,130 at June 30, 1999, an increase of $38,629 or 6.2%. These are mostly
fixed expenses and this increase reflects the high input of selling activities
in trying to recover the level of sales.
Gross profit decreased from $870,184 at June 30, 1998 to $127,365 at June 30,
1999, a decrease of $742,819 or 85% due to the reduction of revenues.
Other income shows an increase from $247,461 at June 30, 1998 to $629,337 at
June 30, 1999, an increase of $381,876 or 155%. This increase is due to the sale
of a real estate held for investment during the first quarter of 1999.
Income taxes have decreased from $80,226 at June 30, 1998 to $12,700 at June 30,
1999, a decrease of $67,526 or 84%. This is primarily due to the lower level of
net income.
LIQUIDITY AND CAPITAL RESOURCES - June 30, 1999, as compared to December 31,
1998 - During this period there were significant changes in the liquidity, the
type of assets and the structure of the debt. The main reason for these changes
is the acquisition of CONUSA, and its subsidiaries, Consonni and ECESA.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
Other assets have increased from $6,304,267 for the period ended December 31,
1998 to $6,705,022 for the period ended June 30, 1999. This increase is due to
the investment made by the Company to acquire 55% of CONUSA and the
consequential consolidation. As the acquisition was due interchanging assets,
most of them were included in "Other Assets", the main effects are seen in other
accounts detailed hereafter:
Deferred charges increased $618,164 which reflects the licenses, patents and
investigations and development costs of Consonni in Spain.
Current assets increased from $2,495,199 at December 31, 1998 to $8,210,034 at
June 30, 1999, an increase of $5,714,835 or 229% due to the consolidation with
CONUSA. CONUSA has accounts receivable of $5,031,499 among other receivables.
Fixed assets increased from $1,689,410 at December 31, 1998 to $3,400,155 at
June 30, 1999, an increase of $1,710,745 or 201%, mainly due to the
incorporation of the industrial properties owned by the subsidiaries of CONUSA
and the execution of the program of planting the vineyard in the farm owned by
ADC's subsidiary, Igenor Andina, in the south of Chile.
Current liabilities increased from $1,297,744 at December 31, 1998 to $5,052,735
at June 30, 1999, an increase of $3,754,991 or a 289% increment due to the
consolidation with CONUSA. Most of this increment comes from obligations with
banks $1,038,534 and CONUSA's accounts payable of $2,587,725.
Long-term liabilities increased from $618,656 at December 31, 1998 to $3,909,597
at June 30, 1999. This increase of $3,290,941 is due to long-term debt incurred
by Igenor Andina for the vineyard to develop its program ($572,530) normal
banking activity and an increase of the long-term liabilities coming from CONUSA
for debts to the Basque government totaling $3,228,386.
YEAR 2000 COMPLIANCE - The Company recognizes the need to ensure its operations
will not be adversely impacted by Year 2000 software failures. Software failures
due to processing errors potentially arising from calculations using the year
2000 date are a known risk. The Company is addressing this risk to the
availability and integrity of financial systems and the reliability of
operational systems. The Company has established processes for evaluating and
managing the risks and costs associated with this problem. Major areas of
potential business impact have been identified and initial conversion efforts
are underway. The Company also is communicating with suppliers, dealers,
financial institutions, and others with which it does business to coordinate
year 2000 conversion. After evaluations of the responses from such
communications, the Company will prepare a contingency plan to mitigate year
2000 issues, if necessary.
<PAGE>
ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
Part II. Other Information
Item 1. Legal Proceeds
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a vote of Securities Holders
None
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
The Company filed a Form 8-K in July 1999 to inform its
stockholders of the acquisition of 44% of Consonni, USA, Inc. The
acquisition is detailed in the Management's Discussion and
Analysis.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange Act
of 1934, Andean Development Corporation has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ANDEAN DEVELOPMENT CORPORATION
DATE: August 16, 1998 By: /s/ Mauricio De La Barra
-------------------------------
Mauricio De La Barra,
Chief Executive Officer,
Chief Financial Officer and
Authorized Signatory
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-1-1999
<PERIOD-END> Jun-30-1999
<CASH> 310,388
<SECURITIES> 0
<RECEIVABLES> 6,174,527
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,210,034
<PP&E> 5,309,329
<DEPRECIATION> 1,909,174
<TOTAL-ASSETS> 18,315,211
<CURRENT-LIABILITIES> 5,052,735
<BONDS> 0
0
0
<COMMON> 282
<OTHER-SE> 8,658,833
<TOTAL-LIABILITY-AND-EQUITY> 18,315,211
<SALES> 0
<TOTAL-REVENUES> 680,315
<CGS> 552,950
<TOTAL-COSTS> 663,130
<OTHER-EXPENSES> 595,451
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33,886
<INCOME-PRETAX> 93,572
<INCOME-TAX> 12,700
<INCOME-CONTINUING> 77,645
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 77,645
<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
