UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
COMMISSION FILE NO. 1-2714
(Mark One)
(X) Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2001 or
( ) Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________ to ________
ATLAS MINERALS INC.
(Formerly Atlas Corporation)
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1533604
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
2323 S. Troy St. Suite 5-210, Aurora, CO 80014
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(Address of principal executive offices)
(Zip Code)
303-306-0823
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(Issuer's telephone number)
Check whether the issuer (1) has 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
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Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes X No
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As of May 11, 2001, 6,063,858 shares of Common Stock, par value $0.01 per share,
were issued and outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes No X
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Page 1 of 13
Independent Auditors' Report
The Board of Directors and Stockholders
Atlas Minerals Inc.
We have reviewed the accompanying consolidated balance sheet of Atlas Minerals
Inc. and subsidiaries as of March 31, 2001 and the related consolidated
statements of operations and cash flows for the three-month periods ended March
31, 2001 and 2000. These consolidated financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial statements consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 2000, and the
related consolidated statements of operations, stockholders' equity and cash
flows (not presented herein) for the periods described in our report dated May
9, 2001, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
consolidated balance sheet as of December 31, 2000, is fairly stated in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
/s/ HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
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HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
Denver, Colorado
May 11, 2001
Page 2 of 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
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Atlas Minerals Inc.
(Formerly Atlas Corporation)
Consolidated Balance Sheets
(in Thousands)
March 31, December 31,
2001 2000
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 316 $ 119
Accounts receivable - trade -- 1,310
Accounts receivable - other 2 328
Assets held for sale 300 300
Inventories -- 870
Prepaid expenses and other current assets 659 661
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Total current assets 1,277 3,588
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Property, plant and equipment 5 4,348
Less: accumulated depreciation,
depletion and amortization (3) (744)
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2 3,604
Assets held for sale 1,280 1,260
Other assets 345 782
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$ 2,904 $ 9,234
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LIABILITIES
Current liabilities:
Trade accounts payable $ 95 $ 761
Accrued liabilities 66 1,021
Short-term debt -- 4,226
Estimated reorganization liabilities 232 189
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Total current liabilities 393 6,197
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Estimated reorganization liabilities 1,082 1,125
Other liabilities, long-term 152 588
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Total long-term liabilities 1,234 1,713
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Total liabilities 1,627 7,910
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Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock, par $1 per share;
authorized 1,000,000; no shares
issued and outstanding -- --
Common stock, par value $0.01 per share;
authorized 100,000,000; issued and
outstanding, 6,063,858 at March 31, 2001
and December 31, 2000 61 61
Capital in excess of par value 2,999 2,999
Deficit (1,783) (1,736)
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Total stockholders' equity 1,277 1,324
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$ 2,904 $ 9,234
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See notes to consolidated financial statements.
Page 3 of 13
Atlas Minerals Inc.
(Formerly Atlas Corporation)
Consolidated Statements of Operations
(In Thousands, Except Per Share Data, Unaudited)
Three Months Ended
March 31,
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2001 2000
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Mining revenue $ -- $ 818
Costs and expenses:
Production costs -- 851
Depreciation, depletion and amortization -- 178
General and administrative expenses 50 129
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Gross operating loss (50) (340)
Other (income) expense:
Interest expense -- 101
Interest income (3) (2)
Other -- (6)
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Loss before income taxes (47) (433)
Provision for income taxes -- --
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Net loss $ (47) $ (433)
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Basic and diluted loss per share of common stock $ (0.01) $ (0.07)
======= =======
Weighted average number of common shares outstanding 6,064 6,064
======= =======
See notes to consolidated financial statements.
Page 4 of 13
Atlas Minerals Inc.
(Formerly Atlas Corporation)
Consolidated Statements of Cash Flows
(In Thousands, Unaudited)
Three Months Ended
March 31,
------------------
2001 2000
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Operating activities:
Net loss $ (47) $(433)
Add (deduct) non-cash items:
Depreciation, depletion and amortization 1 178
Net change in non-cash items
Related to operations (Note 3) (158) (42)
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Cash used in operating activities (204) (297)
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Investing activities:
Additions to property, plant and equipment -- (108)
Reduction in cash resulting from
abandonment of Arisur (6) --
Investment in assets held for sale (24) (50)
Proceeds from sale of assets held for sale 431 150
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Cash provided by (used in)
investing activities 401 (8)
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Financing activities:
Net borrowings of short-term debt -- 123
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Cash provided by financing activities -- 123
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Increase (decrease) in cash and cash equivalents 197 (182)
Cash and cash equivalents:
Beginning of period 119 202
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End of period $ 316 $ 20
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See notes to consolidated financial statements.
Page 5 of 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. There has not been any change
in the significant accounting policies of Atlas Minerals Inc. (the
"Company") for the periods presented.
In the opinion of Management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results for these interim periods are not necessarily
indicative of results for the entire year. These statements should be read
in conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.
2. The accompanying consolidated financial statements include the accounts of
Atlas Minerals Inc. ("Atlas") (formerly Atlas Corporation) and its
wholly-owned subsidiary, Arisur Inc. ("Arisur") and its approximately 85%
ownership of Atlas Precious Metals Inc. ("APMI"), which in turn owns
approximately 63% of Atlas Gold Mining Inc. ("AGMI") (collectively the
"Company" or "Reorganized Company").
3. The components of the net change in items other than cash related to
operating activities as reflected in the Consolidated Statements of Cash
Flows are as follows:
Three Months Ended
March 31,
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(in thousands) 2001 2000
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Add (deduct) items other than cash:
Accounts receivable $ (2) $ (171)
Inventories - (24)
Prepaid expenses and other current assets (14) (19)
Other assets - 5
Trade accounts payable (133) 141
Accrued liabilities (4) 17
Estimated reorganization liabilities - (6)
Other liabilities, long-term (5) 15
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$ (158) $ (42)
======= =========
Net cash used for operating activities reflects cash payments for interest
and income taxes as follows:
Three Months Ended
March 31,
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(in thousands) 2001 2000
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Interest $ - $ 9
Income taxes - -
During the quarter ended March 31, 2001, the Company abandoned its
investment in Arisur (Note 4).
Page 6 of 13
Assets abandoned: (thousands)
Current assets, net of cash and cash equivalents $ 2,517
Property plant and equipment, net 3,601
Long-lived assets 17
----------------
6,135
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Liabilities abandoned:
Current liabilities 5,710
Long-term liabilities 431
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6,141
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Cash and cash equivalents abandoned $ 6
================
4. On May 9, 1999, Arisur defaulted on a payment of $478,000 due under its
loan agreement with Corporacion Andina de Fomento ("CAF"). Subsequently CAF
agreed to restructure the remaining balance of the debt under the condition
that Arisur demonstrate that it had a minimum of four years of proven
reserves at a production rate of 400 tonnes per day at Arisur's Andacaba
mine. In April 2000, Latinamerican Investment Advisory Group ("LIAG"), an
independent Latin American engineering firm retained by CAF, confirmed the
required amount of reserves and recommended additional investment in the
operation in order to assure a sustainable production rate of 400 tonnes
per day. Despite this report, the Company and CAF were unable to negotiate
a restructuring of the loan. The Company investigated all feasible actions
to continue the Arisur operations. These actions included investigating
alternative sources of debt and equity financing in order to provide
additional investment to Arisur, and consideration of possible
restructuring of the Arisur operations. These actions continued into the
first quarter of 2001 and ultimately proved unsuccessful due to weakness in
mineral prices, continuing losses from Arisur's operations, and the
inability to identify alternative sources of debt or equity financing at
costs acceptable to management. During the first quarter of 2001, CAF began
foreclosure proceedings against Arisur and the Company's participation in
Arisur's operations was terminated. Therefore the investment in Arisur was
effectively abandoned as of January 1, 2001. The Company has decided to
concentrate its remaining resources on other opportunities. During the year
ended December 31, 2000, the Company recorded an impairment charge of
$683,000 related to the Andacaba mine. The impairment charge was measured
based on the amount by which the carrying value of the property exceeded
its estimated fair value. Atlas Minerals, Inc. and its other subsidiaries
have not guaranteed any liabilities of Arisur. All assets, liabilities,
revenues and expenses of Arisur have been eliminated from the accounts of
the Company effective January 1, 2001.
5. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. This
statement, as amended, is effective for fiscal years beginning after June
15, 2000. Currently, the Company does not have any derivative financial
instruments and does not participate in hedging activities. Therefore,
management believes that SFAS No. 133 will not have an impact on its
financial position or results of operations.
In December 1999, the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No.
101B, is effective no later than the fourth fiscal quarter of fiscal years
beginning after December 15, 1999. SAB No. 101 provides the Staff's views
Page 7 of 13
in applying generally accepted accounting principles to selected revenue
recognition issues. The Company believes that it complies with the
accounting and disclosure described in SAB No. 101; therefore, management
believes that SAB No. 101 will not impact the Company's financial
statements.
Page 8 of 13
Item 2. Management's Discussion and Analysis
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"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Statements which are not historical facts contained in this Form 10-QSB are
forward looking statements that involve risks and uncertainties that could
cause actual results to differ from projected results. Factors that could
cause actual results to differ materially include, among others: general
economic conditions, metal and mineral prices, political events in foreign
countries, the risks associated with foreign operations generally, the
timing of receipt of necessary governmental permits, climatic conditions,
labor relations, availability and cost of material and equipment, the
actual configuration of ore bodies, delays in anticipated start-up dates,
environmental risks, the results of financing efforts and other risk
factors detailed in the Company's Form 10-KSB for the year ended December
31, 2000 filed with the Securities and Exchange Commission.
RECENT EVENTS
In September 1998, the Predecessor Entity filed a petition for relief under
Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy
Court of the District of Colorado (the "Court"). On January 26, 1999, APMI
and AGMI also filed for relief under Chapter 11. The Company's other
subsidiary, Arisur, did not file for Chapter 11 protection. Under a plan of
reorganization approved by the Court on December 11, 1999 (the
"Reorganization Plan"), primarily all of Atlas', APMI's, and AGMI's
liabilities were discharged for consideration of stock in the Reorganized
Company and contingent cash distributions to be made upon the
sale/realization of certain assets of the Reorganized Company. Arisur's
liabilities were not affected by the reorganization.
On May 9, 1999, Arisur defaulted on a payment of $478,000 due under its
loan agreement with Corporacion Andina de Fomento ("CAF"). Subsequently CAF
agreed to restructure the remaining balance of the debt under the condition
that Arisur demonstrate that it had a minimum of four years of proven
reserves at a production rate of 400 tonnes per day at Arisur's Andacaba
mine. In April 2000, Latinamerican Investment Advisory Group ("LIAG"), an
independent Latin American engineering firm retained by CAF, confirmed the
required amount of reserves and recommended additional investment in the
operation in order to assure a sustainable production rate of 400 tonnes
per day. Despite this report, the Company and CAF were unable to negotiate
a restructuring of the loan. The Company investigated all feasible actions
to continue the Arisur operations. These actions included investigating
alternative sources of debt and equity financing in order to provide
additional investment to Arisur, and consideration of possible
restructuring of the Arisur operations. These actions continued into the
first quarter of 2001 and ultimately proved unsuccessful due to weakness in
mineral prices, continuing losses from Arisur's operations, and the
inability to identify alternative sources of debt or equity financing at
costs acceptable to management. During the first quarter of 2001, CAF began
foreclosure proceedings against Arisur and the Company's participation in
Arisur's operations was terminated. Therefor the investment in Arisur was
effectively abandoned as of January 1, 2001. The Company has decided to
concentrate its remaining resources on other opportunities. During the year
ended December 31, 2000, the Company recorded an impairment charge of
$683,000 related to the Andacaba mine. Atlas Minerals, Inc. and its other
subsidiaries have not guaranteed any liabilities of Arisur.
Page 9 of 13
CAPITAL RESOURCE REQUIREMENTS
Liquidity
As of March 31, 2001, the Company's working capital was $884,000, compared
to a deficit of $2,609,000 as of December 31, 2000. The Company's current
ratio at March 31, 2001 was 3.24 to 1, compared to .58 to 1 at December 31,
2000. The deficit position at December 31, 2000 was a result of the
inclusion of the Arisur balance sheet figures, which have been eliminated
at March 31, 2001 as described above under "Recent Events." Without the
Arisur figures, working capital would have been $578,000 with a current
ratio of 2.19 to 1 at December 31, 2000. The increase was primarily a
result of the receipt of several insurance settlements netting to $431,000
during the quarter. This amount was offset by operating expenditures of
$40,000, expenses for the sale of assets held for sale of $24,000 and the
reclassification of estimated reorganization liabilities from long-term to
short-term of approximately $43,000.
As described under "Recent Events", the Company has effectively abandoned
its investment in Arisur in the first quarter of 2001 and is continuing its
efforts for the sale/realization of its North American assets. These assets
include the salvaging of its Gold Bar mill, sale of the Grassy Mountain
property and the pursuit of general liability insurance claims against
various insurance carriers for costs incurred to reclaim the Moab uranium
tailings pile. The Company believes that these activities should provide
sufficient cash for the Company to continue operations through 2001.
Results of operations
During the quarter ended March 31, 2001, the Company had mining revenue of
$0 compared to $818,000 in the same period of 2000, due to the abandonment
of the Arisur operation as described above.
Production costs were $0 in the first quarter of 2001 compared to $851,000
during the same period of 2000 also due to the abandonment of the Arisur
operation as described above.
General and administrative expenses for the three months ended March 31,
2001 were $50,000 compared to $129,000 for the comparable period in 2000.
Salaries and benefits expenses decreased during the quarter to $19,000
compared to $61,000 in the same period of 2000 as a result of a reduction
in personnel at the Company's headquarters in Aurora, Colorado from three
employees to one. Director's fees and expenses decreased from $20,000 to
$6,000. In early 2000, the Board met four times compared to two times in
the first quarter of 2001. Insurance costs also were reduced from $14,000
in 2000 to $5,000 in 2001 as the Company reduced/eliminated unnecessary
insurance coverage in late 2000. Rent expense also declined from $9,000 to
$2,000 as a result of the move to smaller offices. Other cost areas reduced
include travel costs and general office costs.
Interest expense incurred during the three-month period ended March 31,
2001 was $0 compared to $101,000 for the three-month period ended March 31,
2000. All interest bearing debt of the Company was held by Arisur and has
been written off as a result of the mine closure discussed above under
"Recent Events."
Page 10 of 13
During the quarters ended March 31, 2001 and 2000, the Company incurred $0
and $108,000 in capital expenditures, substantially all of which related to
normal mine development costs at the operation in Bolivia.
Page 11 of 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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None
Item 2. Changes in Securities
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None
Item 3. Defaults upon Senior Securities
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None
Item 4. Submission of Matters to a Vote of Security Holders
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None
Item 5. Other Information
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None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
None
b. Reports on Form 8-K
None
Page 12 of 13
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.
ATLAS MINERALS INC.
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(Registrant)
By: /s/ James R. Jensen
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James R. Jensen
Chief Financial Officer
Date: May 15, 2001 /s/ James R. Jensen
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James R. Jensen
Chief Financial Officer
(Principal Financial
Officer & Chief Accounting Officer)
Page 13 of 13