UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(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, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-9025
VISTA GOLD CORP.
(Exact name of registrant as specified in its charter)
Continued under the laws of the Yukon Territory 98-0066159
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7961 Shaffer Parkway
Suite 5
Littleton, Colorado 80127
(Address of principal executive offices) (Zip Code)
(720) 981-1185
(Registrant's telephone number, including area code)
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 |_|
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
6,067,869
Common Shares, without par value, outstanding at August 14, 2002
VISTA GOLD CORP.
FORM 10-QSB
For the Quarter Ended June 30, 2002
INDEX
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited) 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 14
ITEM 2. CHANGES IN SECURITIES 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 15
ITEM 5. OTHER INFORMATION 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 16
SIGNATURES 16
In this Report, unless otherwise indicated, all dollar amounts are expressed in
United States dollars.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(U.S. dollars in thousands) June 30, 2002 December 31, 2001
------------- -----------------
Assets: (unaudited)
Cash and cash equivalents $ 2,588 $ 674
Marketable securities - Note 9 220 --
Accounts receivable 166 180
Supplies and other 243 301
--------------------------
Current assets 3,217 1,155
Property, plant and equipment- Note 3 12,430 12,734
--------------------------
Total assets $ 15,647 $ 13,889
==========================
Liabilities and Shareholders' Equity:
Accounts payable $ 80 $ 145
Accrued liabilities and other - Note 8 194 1,209
--------------------------
Current liabilities 274 1,354
Accrued reclamation and closure costs 3,138 3,134
--------------------------
Total liabilities 3,412 4,488
--------------------------
Capital stock, no par value per share: - Note 5
Preferred-unlimited shares authorized; no shares outstanding
Common- unlimited shares authorized; shares outstanding:
2002 - 5,909,976 and 2001 - 4,535,752 122,087 121,146
Convertible debentures - Note 4 2,712 --
Deficit (111,079) (110,260)
Currency translation adjustment (1,485) (1,485)
--------------------------
Total shareholders' equity 12,235 9,401
--------------------------
Total liabilities and shareholders' equity $ 15,647 $ 13,889
==========================
Nature of operations and going concern - Note 2
Commitments and contingencies - Note 6
3
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF LOSS
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- ----------------------------
(U.S. dollars in thousands, except share data) 2002 2001 2002 2001
---------------------------- ----------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues:
Gold sales - Note 7 $ -- $ 272 $ -- $ 623
Costs and expenses:
Production costs - Note 7 -- 204 -- 525
Depreciation, depletion and amortization 18 50 38 104
Exploration, property evaluation and holding costs 200 290 441 544
Corporate administration and investor relations 376 364 654 632
Interest expense 8 1 8 19
Loss (gain) on disposal of assets 4 (13) (83) (40)
Other expense (income) (1) (9) 1 (17)
Cost recoveries related to USF&G lawsuit - Note 9 (240) -- (240) --
---------------------------- ----------------------------
Total costs and expenses 365 887 819 1,767
Net loss $ (365) $ (615) $ (819) $ (1,144)
============================ ============================
Weighted average shares outstanding 5,852,618 4,535,752 5,549,867 4,535,752
Basic and diluted loss per share $ (0.06) $ (0.14) $ (0.15) $ (0.25)
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF DEFICIT
Three Months Ended Six Months Ended
June 30 June 30
-------------------------- --------------------------
(U.S. dollars in thousands) 2002 2001 2002 2001
-------------------------- --------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Deficit, beginning of period $(110,714) $(107,514) $(110,260) $(106,985)
Net Loss (365) (615) (819) (1,144)
--------- --------- --------- ---------
Deficit, end of period $(111,079) $(108,129) $(111,079) $(108,129)
======================== ========================
The accompanying notes are an integral part of these consolidated financial
statements.
4
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF CASH FLOW
Three Months Ended Six Months Ended
(U.S. dollars in thousands) June 30 June 30
------------------------ ------------------------
2002 2001 2002 2001
------------------------ ------------------------
Cash flows from operating activities: (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Loss for the period $ (365) $ (615) $ (819) $(1,144)
Adjustments to reconcile loss for the period to cash
provided by (used in) operations:
Depreciation, depletion and amortization 18 50 38 104
Reclamation and closure costs accrued (paid), net 12 (19) 4 (76)
Loss (gain) on disposal of assets 4 (13) (83) (40)
Cost recoveries related to USF&G lawsuit - Note 9 (240) -- (240) --
Gain on currency translation -- 1 -- --
Other non-cash items -- (3) -- (6)
Change in operating assets and liabilities:
Accounts receivable (13) (1) 14 (149)
Supplies inventory and prepaid expenses 10 (7) 58 (39)
Accounts payable and accrued liabilities (853) (15) (957) (167)
-------------------- --------------------
Net cash used in operating activities (1,427) (622) (1,985) (1,517)
Cash flows from investing activities:
Proceeds on disposal of fixed assets and supplies 5 22 246 2,617
-------------------- --------------------
Net cash provided by investing activities 5 22 246 2,617
Cash flows from financing activities:
Repayment of debt -- -- -- (619)
Net proceeds from (costs of) private placement - Note 5 (73) -- 844 --
Net proceeds from convertible debentures - Note 4 2,774 -- 2,774 --
Proceeds from the exercise of stock options 35 -- 35 --
-------------------- --------------------
Net cash provided by (used in) investing activities 2,736 -- 3,653 (619)
Net increase in cash and cash equivalents 1,314 (600) 1,914 481
-------------------- --------------------
Cash and cash equivalents, beginning of period 1,274 1,177 674 96
-------------------- --------------------
Cash and cash equivalents, end of period $ 2,588 $ 577 $ 2,588 $ 577
==================== ====================
The accompanying notes are an integral part of these consolidated financial
statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands unless specified otherwise)
1. General
The consolidated interim financial statements of Vista Gold Corp. (the
"Corporation") as of June 30, 2002 for the three and six month periods ended
June 30, 2002, have been prepared by the Corporation without audit and do not
include all of the disclosures required by generally accepted accounting
principles in Canada for annual financial statements. As described in Note 11,
generally accepted accounting principles in Canada differ in certain material
respects from generally accepted accounting principles in the United States. In
the opinion of management, all of the adjustments necessary to fairly present
the interim financial information set forth herein have been made. The results
of operations for interim periods are not necessarily indicative of the
operating results of a full year or of future years. These interim financial
statements should be read in conjunction with the financial statements and
related footnotes included in the Corporation's Annual Report on Form 10-KSB,
for the year ended December 31, 2001.
These interim financial statements follow the same accounting policies and
methods of their application as the most recent annual financial statements,
except as follows:
(a) On January 1, 2002, the Corporation adopted the new recommendations of the
Canadian Institute of Chartered Accountants, CICA 3870 for the
recognition, measurement and disclosure of stock-based compensation and
other stock-based payments made in exchange for goods and services. The
Corporation has chosen not to apply the fair value based method of
accounting for employee stock-based compensation plans. Awards granted to
non-employees will be accounted for using the fair value method. This new
standard was adopted prospectively for awards granted on or after January
1, 2002.
(b) Marketable securities are stated at the lower of cost or market value.
Under U.S. GAAP, securities that are available-for-sale are recorded at
fair value and unrealized gains or losses are included as part of
comprehensive income.
2. Nature of operations and going concern
(a) Nature of operations
The Corporation is engaged in the evaluation, acquisition, and exploration of
mineral properties with the potential to host gold deposits, as well as
development and operation of gold properties in the Americas.
Mining activities were suspended at the Hycroft mine in 1998. Currently,
solution is being circulated over the heap leach pads at the mine to enhance
evaporation. As the solution is circulated, it is passed through a carbon plant
where small amounts of gold are adsorbed onto activated carbon. The gold is
subsequently stripped from the carbon, refined and sold to defray the property
holding costs. The amount of gold recovered from the heap leach pads has
declined gradually, as expected, since 1998.
Amayapampa, in Bolivia, is being held for development, pending higher gold
prices.
(b) Going concern
These consolidated financial statements have been prepared on the basis of
accounting principles applicable to a going concern that assume the realization
of assets and the discharge of liabilities in the normal course of business. On
May 22, 2002, cash proceeds of $2.77 million from a previously announced March
2002 private placement of convertible debentures (the "Debenture Offering") were
released from escrow to the Corporation. Further detail as to the terms of the
debentures is included in Note 4. If after September 20, 2002 the U.S.
Securities and Exchange Commission (the "SEC") has not declared effective the
registration statement filed on Form S-3, as discussed in Note 4, the debentures
will become due and payable at the option of the debenture holder. Management is
confident that this registration statement can be declared effective on or
before September 20, 2002, however, there can be no assurance that this will
occur. In the event that the registration statement is not declared effective by
that date, and the debenture holders require the Corporation to redeem the
debentures, there will be substantial doubt about the Corporation's ability to
continue as a going concern.
6
These financial statements do not give effect to any adjustments which may be
necessary should the Corporation be unable to continue as a going concern.
3. Property, plant and equipment
Property, plant and equipment is comprised of the following:
June 30, 2002 December 31, 2001
------------------------------------- --------------------------------------
Accumulated Accumulated
Depreciation, Depreciation,
Amortization, Amortization,
Mineral properties Cost Write-downs Net Cost Write-downs Net
------------------------------------- --------------------------------------
Hycroft mine, United States $ 21,917 $21,917 $ -- $ 21,917 $21,917 $ --
Amayapampa, Bolivia 57,624 46,894 10,730 57,624 46,894 10,730
------------------------------------- --------------------------------------
$ 79,541 $68,811 $10,730 $ 79,541 $68,811 $10,730
------------------------------------- --------------------------------------
Plant & equipment
Hycroft mine, United States $ 30,072 $28,381 $ 1,691 $ 31,278 $29,397 $ 1,881
Amayapampa, Bolivia 181 181 -- 181 181 --
Corporate, United States 331 322 9 467 344 123
------------------------------------- --------------------------------------
$ 30,584 $28,884 $ 1,700 $ 31,926 $29,922 $ 2,004
------------------------------------- --------------------------------------
Total property, plant and Equipment $110,125 $97,695 $12,430 $111,467 $98,733 $12,734
====================================== ======================================
The recoverability of the carrying values of the Hycroft mine and the Amayapampa
project is dependent upon the successful start-up or the sale of these
properties. The Corporation is investigating the economic feasibility of
restarting the Hycroft mine and developing the Amayapampa project in Bolivia.
The plans to restart the Hycroft mine and develop the Amayapampa project will
also depend on management's ability to raise additional capital for these
purposes. Although the Corporation has been successful in raising such capital
in the past, there can be no assurance that it will be able to do so in the
future.
4. Convertible debentures
As previously disclosed in the Corporation's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2002, the Corporation issued $2,774,000 face amount
of convertible debentures on March 19, 2002 (defined in Note 2(b) as the
"Debenture Offering"), with proceeds held in escrow pending settlement and
dismissal of the UFG&G lawsuit. As discussed below in "Part II - Other
Information - Item 1. Legal Proceedings", the lawsuit was dismissed on April 22,
2002. On May 22, 2002, the entire proceeds from the convertible debenture issue
were released from escrow to the Corporation.
These debentures will be automatically converted (to the extent not previously
converted) into units (the "Debenture Units") at a price of $1.026 ($0.0513 on a
pre-consolidation basis) per Debenture Unit, each comprised of one common share
and one warrant to purchase one common share of the Corporation at a price of
$1.50 ($0.075 on a pre-consolidation basis), on the date that the SEC declares
effective a registration statement filed under the U.S. Securities Act of 1933
relating to the securities issued in connection with (i) the Debenture Offering
and (ii) the first tranche of the Unit Offering. On June 26, 2002, the
Corporation filed a registration statement on Form S-3 with the SEC, with
respect to registration for resale of an aggregate of 7,999,974 common shares,
including 1,296,296 shares currently owned by selling security holders,
2,703,691 shares issuable upon conversion of debentures and 3,999,987 shares
issuable upon exercise of warrants, including warrants to be issued upon
conversion of debentures, all as acquired from the Corporation in the Unit
Offering and the Debenture Offering. If the SEC has not declared the
registration statement effective by September 20, 2002, the debentures will
become due and payable, in cash, at the option of the holder at any time after
that date. While management is confident that this registration statement can be
declared effective by the SEC on or
7
before September 20, 2002, there can be no assurance that this will occur. As
consideration for its services as agent in connection with the Debenture
Offering, the Corporation issued to Global Resource Investments Ltd. special
warrants convertible into 216,296 units (4,325,925 on a pre-consolidation basis)
with the same terms as the Debenture Units.
For accounting purposes the debentures and the related special warrants have
been treated as components of equity.
Convertible debentures with a total face value of $62,000 have been converted to
Debenture Units (Note 5).
5. Capital stock
On June 19, 2002, the Corporation effected a consolidation of its common shares
on a 1-for-20 basis. The shares began trading on a post-consolidation basis on
that date. All references to common shares in "Part 1-Financial Information" of
this document are on a post-consolidation basis, unless otherwise indicated.
Common Shares issued and outstanding
Number of shares Value (000's)
-------------------------------
At December 31, 2001, outstanding* 4,535,752 $121,146
Private placement, net 1,296,296 844
Conversion of convertible debentures 60,428 62
Execrcise of stock options 17,500 35
-------------------------------
5,909,976 $122,087
===============================
* At December 31, 2001, pre-consolidation shares outstanding = 90,715,040
As previously disclosed in the Corporation's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2002, on February 1, 2002, in a private placement
transaction (defined in Note 2(b) as the "Unit Offering"), the Corporation
issued 1,000,000 units (20,000,000 on a pre-consolidation basis) (the "Offered
Units") to Stockscape.com Technologies Inc. (since amalgamated into Quest
Investment Corporation), at a price of $1.026 per unit ($0.0513 on a
pre-consolidation basis), for an aggregate purchase price of $1,026,000. The
Corporation also issued 80,000 units (1,600,000 on a pre-consolidation basis)
(the "Agent's Units") to Global Resource Investments Ltd. ("Global") as
consideration for its services as agent in connection with the Unit Offering.
Each Offered Unit and each Agent's Unit consisted of one common share and one
common share purchase warrant that entitles the holder to purchase one common
share of the Corporation at $1.50 ($0.075 on a pre-consolidation basis) until
February 1, 2007. Issuance of shares upon warrant exercise was subject to
shareholder approval of issuance of such warrants, which occurred at the
Corporation's Annual and Special General Meeting on April 26, 2002. The
Corporation incurred $182,000 in direct costs connected with the Unit Offering.
Also at the Corporation's Annual and Special General Meeting on April 26, 2002,
shareholders approved the issuance by the Corporation of 216,296 special
warrants (4,325,925 on a pre-consolidation basis) to Global as consideration for
its services as agent for the convertible debentures offered in connection with
Debenture Offering (Note 4).
$62,000 of the convertible debentures have been converted to 60,428 units (on a
post-consolidation basis) consisting of 60,428 common shares and 60,428
warrants. Each warrant entitles the holder to purchase one common share of the
Corporation at $1.50 (on a post-consolidation basis) until February 1, 2007
(Note 4).
17,500 (post-consolidation basis) options issued under the Corporation's Stock
Option Plan were exercised to purchase the Corporation's common shares for an
aggregate price of $35,000.
The Corporation applies the recommendations of the Canadian Institute of
Chartered Accountants ("CICA") Handbook Section 3870 in accounting for
Stock-Based Compensation. Under the Corporation's Stock Option
8
Plan, 200,000 stock options were issued to directors of the Corporation during
the six months ended June 30, 2002. Had compensation cost consistent with the
provisions of CICA Handbook Section 3870 been recorded for the stock options
granted since January 1, 2002, the Corporation's loss and loss per share on a
Canadian basis would have been adjusted to the pro forma amounts indicated
below:
Six Months Ended
June 30, 2002
Net loss - as reported (000's) ................................ $ (819)
Net loss - pro forma (000's) .................................. (832)
Loss per share - as reported .................................. (0.15)
Loss per share - pro forma .................................... (0.15)
The fair value of each option grant is estimated on the date of the grant using
the Black-Scholes option pricing model with the following weighted average
assumptions used for the grants:
Expected volatility .................................... 50.0%
Risk-free interest rate ................................ 3.50%
Expected lives ......................................... 5 years
Dividend yield ......................................... 0%
6. Commitments and contingencies
The Corporation has provided a surety bond in the amount of $5.1 million to
ensure reclamation obligations under an approved reclamation plan at the Hycroft
mine.
7. Gold sales and production costs
Gold production has gradually declined since mining activities were suspended at
the Hycroft mine in 1998. Effective at the beginning of fiscal 2002, gold
production is considered incidental to the activities at the Hycroft mine, and
reporting the associated sales proceeds as revenue is no longer warranted.
Accordingly, proceeds from gold sales, are netted against Exploration, property
evaluation and holding costs.' Similarly, gold production costs, which
approximately offset the proceeds from gold sales, are included in Exploration,
property evaluation and holding costs.'
8. Accrued liabilities and other
As discussed in "Part II - Item 1. Legal Proceedings", the Corporation settled
the USF&G lawsuit for which it had previously provided $0.8 million.
9. Cost recoveries related to USF&G lawsuit
The Corporation has received from Golden Phoenix Minerals, Inc. ("GPMI"), the
current owner of the Mineral Ridge Mine, 628,931 common shares in consideration
for benefits GPMI received as a direct result of the Corporation's facilitation
of the USF&G settlement. Fair value of these shares has been estimated at
$220,000.
In addition, the final settlement amount for the USF&G lawsuit was $20,000 less
than originally estimated and provided for.
9
10. Geographic and segment information
The Corporation operates in the gold mining industry in the United States, has a
property being held for development in Latin America, and has exploration
properties in the United States, Canada and Latin America. Its major product and
only identifiable segment is gold, and all gold revenues and operating costs are
derived in the United States. Geographic segmentation of capital assets is
provided in Note 3.
11. Differences between Canadian and United States generally accepted
accounting principles
The Corporation prepares its financial statements in accordance with accounting
principles generally accepted in Canada which differ in some respects from those
in the United States. The measurement effect of these GAAP differences on the
consolidated statements of loss were as follows:
Consolidated Statements of Loss
Three Months Ended Six Months Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
----------------------------- -----------------------------
(U.S. dollars in thousands, except share data) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net loss - Canadian GAAP $ (365) $(615) $ (819) $(1,144)
Deferred financing costs (111) $ -- (111) --
Revenue recognition -- 77 150 37
Beneficial conversion feature (280) -- (280) --
----------------------------- -----------------------------
Net loss - U.S. GAAP (756) (538) (1,060) (1,107)
Unrealized foreign currency gain/(loss) -- 1 -- --
----------------------------- -----------------------------
Comprehensive loss - U.S. GAAP $ (756) $ (537) $(1,060) $(1,107)
============================= =============================
Basic loss per share - U.S. GAAP $ (0.13) $(0.12) $ (0.19) $ (0.24)
In 2001, the Corporation recognized revenue upon adsorption of gold onto carbon.
In accordance with US GAAP, revenue is not recorded before title is passed.
The effect of GAAP differences on the consolidated balance sheets were as
follows:
Consolidated Balance Sheets
June 30,2002 Decmber 31, 2001
---------------------------------------------- ----------------------------------------------
Per Cdn. GAAP Cdn./U.S. Adj. Per U.S. GAAP Per Cdn. GAAP Cdn./U.S. Adj. Per U.S. GAAP
(U.S. dollars in thousands) (Unaudited)
Current assets and deferred costs $ 3,217 $ 111 $ 3,328 $ 1,155 $ (150) $ 1,005
Property, plant and equipment 12,430 (7,637) 4,793 12,734 (7,637) 5,097
Current liabilities 274 218 492 1,354 -- 1,354
Capital stock 122,087 76,816 198,903 121,146 76,754 197,900
Convertible debentures 2,712 (2,712) -- -- -- --
Special warrants -- 222 222 -- -- --
Contributed surplus -- 5,498 5,498 -- 2,786 2,786
Deficit (111,079) (87,568) (198,647) (110,260) (87,327) (197,587)
For U.S. GAAP purposes the Corporation has accounted for the convertible
debentures (Note 4) as a current liability. The special warrants issued to the
agent as consideration for its services in connection with the debenture
offering are valued and included as a financing cost of the related debentures.
10
The conversion feature of the convertible debentures (the "Beneficial Conversion
Feature") was in the money at the date of issue. The debentures became
convertible into Debenture Units (as defined in Note 4) after the proceeds from
the convertible debenture were released to the Corporation from escrow on May
22, 2002 and accordingly, the intrinsic value of the Beneficial Conversion
Feature, limited to the value of the debenture proceeds, is transferred to
contributed surplus as additional paid in capital and will be recognized as a
charge to net loss over the period from May 22, 2002 to the earlier of
conversion and the maturity date of the debentures on September 30, 2003.
12. Subsequent events
As previously disclosed in the Corporation's Current Report on Form 8-K filed
with the SEC, on May 29, 2002, the Corporation signed a letter of intent, then
non-binding, to purchase the 100% interest held by Viceroy Resource Corporation
in the Paredones Amarillos gold project on the Baja Peninsula, Mexico.
Completion of the transaction is subject to completion of a due diligence review
of the project by the Corporation, governmental and regulatory approvals, and
negotiation and execution of a definitive purchase agreement. On July 17, 2002,
the Corporation notified Viceroy that it had completed its due diligence review
of the project, and the letter of intent was amended and became binding as of
that date.
The total purchase price of Cdn $3 million (approximately U.S. $2 million), will
be payable 50% in cash, with Cdn $1.0 million due at closing and Cdn $0.5
million due one year from closing, and 50% in Vista Gold equity units (the
"Units") consisting of one common share and one two-year warrant to purchase one
common share. The price of the Units will be 90% of the weighted average closing
price of the Corporation's common shares on the five trading days immediately
preceding the date of the definitive purchase agreement. The warrants will be
priced at 125% of that weighted average closing price
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(U.S. dollars in thousands, unless specified otherwise)
Recent developments
The United States Fidelity & Guarantee Company ("USF&G") lawsuit as described in
the Corporation's press release of January 22, 2002 and in "Part II - Item 1.
Legal Proceedings" of the Corporation's Form 10-QSB for the quarterly period
ended March 31, 2002, filed with the SEC on May 14, 2002, was dismissed on April
23, 2002. On May 22, 2002, the $2.8 million proceeds from the private placement
of convertible debentures, the closing of which was described in the
Corporation's press release of March 20, 2002, was released from escrow to the
Corporation.
Results of operations
The Hycroft mine is on care and maintenance. Mining activities were suspended at
Hycroft in 1998 and, as expected, gold production has declined steadily since
that time. Currently, solution is being circulated over the heap leach pads to
enhance evaporation. As the solution is circulated over the heap leach pads, it
is passed through a carbon plant, where small amounts of gold are adsorbed onto
activated carbon. Subsequently the gold is stripped from the carbon, refined and
sold. As discussed in Note 7 of the Financial Statements, gold sales are no
longer recorded as such, but are accounted for as an offset to exploration,
property evaluation and holding costs. Accordingly, gold revenues in the six
months ended June 30, 2002 were nil, compared to $0.6 million for the same
period in 2001. The 2001 gold revenues were a result of 2,343 ounces of gold
production. Similarly, production costs were nil for the six months ended June
30, 2002 compared to production costs of $0.5 million for the same period in
2001.
Depreciation, depletion and amortization for the three months ended June 30,
2002 totalled $18,000, compared to $50,000 for the same period in 2001.
Depreciation, depletion and amortization for the six months ended June 30, 2002
totalled $38,000, compared to $104,000 for the same period in 2001. A
significant portion of the Hycroft property, plant and equipment has been sold
and a substantial portion of the remaining equipment has been fully depreciated.
Exploration, property evaluation and holding costs, comprised principally of
Hycroft property holding costs, for the three months ended June 30, 2002 totaled
$0.2 million, and $0.4 million for the six months ended June 30, 2002. The
improvements from the $0.3 million and $0.5 million respectively in the same
periods in 2001 are mainly a result of cost reduction efforts in Bolivia.
Corporate administration costs for the three month and six month periods ended
June 30, 2002 are $0.4 million and $0.7 million respectively, slightly higher
than the costs incurred for the same periods in 2001, as expected. The increase
results from renewed gold property evaluation and related business development
activities.
Disposals of Hycroft equipment during the three months ended June 30, 2002
resulted in a loss of $4,000 compared to a gain of $13,000 for same period in
2001. Net gains from disposals of Hycroft equipment during the six months ended
June 30, 2002 totalled $30,000, compared to net gains of $40,000 for the same
period in 2001. Net gains from disposals of assets during the six months ended
June 30, 2002 includes a gain of $53,000 from the disposal of Canadian
exploration claims.
Recovery of costs related to the USF&G lawsuit settlement are fully described in
Note 9 of the Financial Statements.
Net cash used in operations was $1.4 million for the three months ended June 30,
2002 and $2.0 million for the six months ended June 30, 2002. The increase from
$0.6 million and $1.5 million respectively for the same periods in 2001 results
mainly from the use of $0.8 million for the settlement of the USF&G lawsuit as
discussed in Note 8 and in "Part II - Item 1. Legal Proceedings". The increased
net cash used in operations for the six months ended June 30, 2002 is offset by
lower severance payments in 2002, a lower operating loss in 2002, and the timing
of gold sales in 2001. For the six months ended June 30, 2002, $0.2 million was
provided from the sale of equipment and mining claims, compared to $2.6 million
provided in the same period in 2001, which involved the sale of four haul trucks
and one shovel from the Hycroft mine. The Corporation made no
12
capital expenditures in either year. The Corporation raised $0.8 million, net of
associated costs, by way of a private placement of equity as discussed in Note 5
of the Financial Statements. In addition, $2.8 million from a private placement
of convertible debentures was released from escrow as discussed in Note 4 of the
Financial Statements. The Corporation received $35,000 on the exercise of stock
options during the three month and the six month periods ended June 30, 2002.
$0.6 million was used in financing activities to repay a long-term equipment
loan in the same period in 2001.
Financial condition
The Corporation's consolidated cash balance at June 30, 2002 was $2.6 million,
compared to a cash balance of $0.7 million at December 31, 2001; and working
capital was $2.9 million as of June 30, 2002 compared to a working capital
deficit of $0.2 million at December 31, 2001. This improvement resulted from the
closing of the private placement financing as discussed above in "Results of
operations."
As discussed above in "Recent Developments", on May 22, 2002, the $2.8 million
proceeds from the private placement of convertible debentures, the closing of
which was announced on March 20, 2002, was released from escrow to the
Corporation. If after September 20, 2002, the SEC has not declared effective a
registration statement relating to these convertible debentures, the debentures
will become due and payable at the option of the debenture holder. Management is
confident that the required Registration Statement can be effected on or before
September 20, 2002, however, there can be no assurance that this will be done.
In the event that the Registration Statement is not effected timely, and the
debenture holders elect to call the debentures, there will be substantial doubt
about the Corporation's ability to continue as a going concern. These financial
statements do not give effect to any adjustments, which may be necessary should
the Corporation be unable to continue as a going concern.
Management believes that the current working capital position is adequate for
the Corporation to effectively pursue the acquisition of additional gold
exploration and development properties, while maintaining and improving its
existing gold reserves in Nevada and Bolivia. Note 12 of the Financial
Statements and "Outlook" below, discusses material capital commitments.
Outlook
Management believes that the Corporation's recent private placement financing,
together with the potential for raising additional funds upon the exercise of
the Warrants issued in the private placement, significantly improve the
Corporation's short-term outlook. This funding will allow the Corporation to
fully apply its technical expertise to acquire and enhance gold exploration and
development properties, while maintaining and improving its existing gold
reserves in Nevada and Bolivia.
On July 17, 2002, the Corporation gave Viceroy Resource Corporation ("Viceroy")
notice of completion of its due diligence review on the Paredones Amarillos gold
project on the Baja Peninsula, Mexico, and made binding the non-binding letter
of intent to purchase the 100% interest in the Paredones Amarillos held by
Viceroy as disclosed in the Corporation's press release of May 29, 2002. If the
acquisition of the Paredones Amarillos project is completed as planned in the
third quarter of 2002 (see Note 12 of the Financial Statements) the Corporation
will pay Cdn $1 million (approximately U.S. $650,000) in cash at the close of
the transaction and Cdn $500,000 (approximately U.S. $325,000) in cash one year
from the close of the transaction. One-half of the total purchase price of Cdn
$3 million is payable in common shares of the Corporation.
Although management believes that the resumption of mining at Hycroft would be
economic at current gold prices, with the benefit of the recent private
placement the Corporation is under no pressure to make any short-term production
decisions which could prematurely deplete this potentially valuable gold
resource. Hycroft is a large epithermal gold system with multiple targets for
high-grade mineralization, it remains one of the most under-explored gold
systems in Nevada. Management believes there is good potential to add oxide
reserves and to discover high-grade zones.
In Bolivia, holding costs have been reduced to a minimum and the project will be
held pending improved gold prices. Development of Amayapampa will require
initial capital of $25 million and a gold price of more than $325 per ounce.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Except as described below, the Corporation is not aware of any material pending
or threatened litigation or of any proceedings known to be contemplated by
governmental authorities which is, or would be, likely to have a material
adverse effect upon the Corporation or its operations, taken as a whole.
The Corporation had been party to a lawsuit filed on August 25, 2000 by United
States Fidelity & Guarantee Company ("USF&G") in the United States District
Court. This lawsuit was dismissed on April 23, 2002. The Corporation had been
one of several named defendants in the lawsuit, which involved a General
Contract of Indemnity in connection with the posting of a reclamation bond for
mining activities by Mineral Ridge Inc. Please see "Part II -- Other Information
-- Item 1. Legal Proceedings" in the Corporation's Form 10-QSB for the quarterly
period ended March 31, 2002, filed with the SEC on May 14, 2002, for information
about this matter. Settlement and dismissal of this lawsuit, which comprised a
payment of $791,433.82 to the United States Department of the Interior, Bureau
of Land Management, in order to fulfill USF&G's surety obligation relative to
the Mineral Ridge mine reclamation bond, was a condition to the release from
escrow of the proceeds of the Corporation's Debenture Offering in March 2002 as
previously described herein.
In April 1998, a legal dispute was initiated in Bolivia by a Mr. Estanislao
Radic who brought legal proceedings in the lower penal court against Mr. Raul
Garafulic and the Corporation, questioning the validity of the Mr. Garafulic's
ownership of the Amayapampa property. Please see "Part I - Item 3. Legal
Proceedings" as included in the Corporation's Annual Report on Form 10-KSB for
the year ended December 31, 2001, filed with the SEC on March 22, 2002, for
information about this matter.
ITEM 2. CHANGES IN SECURITIES
The following changes in securities have been previously described in "Part II -
Item 2. Changes in Securities" in the Corporation's Form 10-QSB for the
quarterly period ended March 31, 2002, filed with the SEC on May 14, 2002.
i) On February 1, 2002, in the first step of a two-step private placement
(the "Unit Offering"), the Corporation issued 20,000,000 units (1,000,000
on a post-consolidation basis) (the "Offered Units") to Stockscape.com
Technologies Inc. (since amalgamated into Quest Investment Corporation),
at a price of $0.0513 ($1.026 post-consolidation) per unit, for an
aggregate purchase price of $1,026,000. The Corporation also issued
1,600,000 units (80,000 on a post-consolidation basis) (the "Agent's
Units") to Global as consideration for its services as agent in connection
with the Unit Offering. Each Offered Unit and each Agent's Unit consisted
of one common share and one common share purchase warrant that entitles
the holder to purchase one common share of the Corporation at $0.075
($1.50 on a post-consolidation basis) until February 1, 2007. Issuance of
shares upon warrant exercise was subject to shareholder approval of
issuance of such warrants, which occurred at the Corporation's Annual and
Special General Meeting on April 26, 2002, as described below. The Offered
Units and Agent's Units were issued in reliance upon the exemption from
the registration requirements of the Securities Act specified by the
provisions of Section 4(2) of such Act.
ii) On March 19, 2002, in the second step of the private placement (the
"Debenture Offering"), the Corporation issued $2,774,000 aggregate
principal amount of convertible debentures (the "Debentures") to several
investors, all of whom were "accredited investors" as such term is defined
in Rule 501 of Regulation D under the U.S.. Securities Act of 1933. As
consideration for its services as agent in connection with the Debenture
Offering, the Corporation issued to Global special warrants (the "Agent's
Special Warrants") convertible into 4,325,925 units (216,296 on a
post-consolidation basis) ("Agent's Units"), with each unit consisting of
one common share and one warrant, exercisable prior to March 18, 2007 with
the same terms as the Debenture Units. Issuance of shares upon conversion
of Debentures, conversion of Agent's Special Warrants and exercise of the
warrants receivable as components of the Debenture Units and the Agent's
Units were all subject to shareholder approval, which occurred at the
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Corporation's Annual and Special General Meeting on April 26, 2002, as
described below. The Debentures and Agent's Special Warrants were issued
in reliance upon the exemption from the registration requirements of the
U.S. Securities Act of 1933 specified by the provisions of Section 4(2) of
the Securities Act and Rule 506 of Regulation D promulgated thereunder.
On June 19, 2002, the Corporation effected a consolidation of its common shares
on a 1-for-20 basis. The shares began trading on a post-consolidation basis on
that date. The consolidation was effected pursuant to shareholder approval,
which occurred at the Corporation's Annual and Special General Meeting on April
26, 2002, as described below.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual and Special General Shareholders Meeting of the Corporation held
on April 26, 2002, the following matters were submitted to a vote of the
security holders.
i) The issuance of 21,600,000 common share purchase warrants (1,080,000
post-consolidation basis) in connection with the private placement to
Stockscape.com Technologies Inc. as more particularly described in the
Corporation's Notice of Meeting and Management Information and Proxy
Circular dated March 19, 2002 (the "2002 Proxy Statement"), as filed with
the SEC on March 22, 2002. The motion was approved with 18,226,729 votes
for, 4,744,703 votes against and 45,623,894 withheld, abstentions and
broker non-votes.
ii) The issuance of convertible debentures in an aggregate principal amount of
$2,774,000 to various investors, and the issuance of 4,325,925 special
warrants (216,296 post-consolidation basis) to Global Resource Investments
Ltd., all as more particularly described in the 2002 Proxy Statement. The
motion was approved with 17,781,027 votes for, 5,234,655 votes against and
45,579,644 withheld, abstentions and broker non-votes.
iii) The consolidation all of the Corporation's issued and outstanding common
shares on the basis of every twenty issued and outstanding common shares
without par value being consolidated into one common share without par
value. The motion was approved with 60,288,401 votes for, 7,764,570 votes
against and 542,355 withheld, abstentions and broker non-votes.
iv) Directors elected to the Corporation's Board of Directors, together with
respective votes were: Ronald J. McGregor - 89,241,729 votes for, 953,597
votes abstained and withheld; John M. Clark - 89,269,329 votes for,
925,997 votes abstained and withheld; C. Thomas Ogryzlo - 89,277,529 votes
for, 917,797 votes abstained and withheld; Michael B. Richings -
89,168,529 votes for, 1,026,797 votes abstained and withheld; and A.
Murray Sinclair - 89,269,129 votes for, 926,197 votes abstained and
withheld.
v) Ratification of the appointment of PricewaterhouseCoopers LLP, Chartered
Accountants, as auditor to hold office until the next annual general
meeting. The motion was approved with 89,217,899 votes for, and 977,427
votes abstained and withheld.
Note: All votes disclosed above are expressed on a pre-consolidation basis.
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ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.01 Second Quarter 2002 Report to Shareholders
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley act of 2002
(b) Reports on Form 8-K
The following documents were filed under cover of Form 8-K during
the quarter ended March 31, 2002
1. Report dated April 29, 2002 regarding the results of the
Annual General Shareholders' Meeting.
2. Report dated May 22, 2002 regarding the dismissal of the USF&G
lawsuit and the timing of the share consolidation.
3. Report dated May 29, 2002 regarding a non-binding letter of
intent to acquire the Paredones Amarillos gold project.
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.
VISTA GOLD CORP.
(Registrant)
Date: August 14, 2002 By: /s/ Ronald J. McGregor
-------------------------------------
Ronald J. McGregor
President and Chief Executive Officer
Date: August 14, 2002 By: /s/ John F. Engele
-------------------------------------
John F. Engele
Vice President Finance and Chief
Financial Officer
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