-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R8w5WALfP2x21lD04t5D1m4+iByHQo+6C8F9iywMwScHglJvpO9+c1IlvQSbbfRL 5zBICGA1soHNYGrv9cV2RA== 0000938347-99-000011.txt : 19991115 0000938347-99-000011.hdr.sgml : 19991115 ACCESSION NUMBER: 0000938347-99-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APEX SILVER MINES LTD CENTRAL INDEX KEY: 0001011509 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13627 FILM NUMBER: 99749780 BUSINESS ADDRESS: STREET 1: CALEDONIAN HOUSE GROUND FL GEORGETOWN CITY: GRAND CAYMAN CAYMAN STATE: E9 BUSINESS PHONE: 3499490050 MAIL ADDRESS: STREET 1: CALEDONIAN HOUSE MARY STREET STREET 2: GEORGE TOWN GRAND CAYMAN ISLAND BWI 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM________TO________. COMMISSION FILE NUMBER 1-13627 APEX SILVER MINES LIMITED ------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CAYMAN ISLANDS, BRITISH WEST INDIES NOT APPLICABLE - ------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) CALEDONIAN HOUSE JENNETT STREET GEORGETOWN, GRAND CAYMAN CAYMAN ISLANDS, BRITISH WEST INDIES NOT APPLICABLE - ------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (345) 949-0050 - ------------------------------------------------------------------------------- (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 ---- ---- AT NOVEMBER 12, 1999, 34,428,788 ORDINARY SHARES, $0.01 PAR VALUE PER SHARE, WERE ISSUED AND OUTSTANDING. APEX SILVER MINES LIMITED FORM 10-Q QUARTER ENDED SEPTEMBER 30,1999 INDEX PART I - FINANCIAL INFORMATION PAGE ITEM 1. FINANCIAL STATEMENTS................................. 3 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............. 8 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND HEDGING ACTIVITIES.............. 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS.................................... 12 ITEM 2. CHANGES IN SECURITIES................................ 12 ITEM 3. DEFAULTS UPON SENIOR SECURITIES...................... 12 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.. 12 ITEM 5. OTHER INFORMATION..................................... 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................... 12 SIGNATURES ....................................................... 13 Item 1. Financial Statements APEX SILVER MINES LIMITED An Exploration and Development Stage Company CONSOLIDATED BALANCE SHEET (Expressed in United States dollars)
September 30, December 31, 1999 1998 --------------- -------------- (Unaudited) Assets Current assets Cash and cash equivalents $ 6,430,216 $ 26,217,241 Accrued interest receivable 25,000 126,332 Prepaid expenses and other assets 966,476 1,197,622 -------------- -------------- Total current assets 7,421,692 27,541,195 Mining properties and development costs 43,500,107 29,777,360 Plant, buildings and equipment (net) 2,292,461 2,229,584 Value added tax recoverable 3,729,082 2,725,803 Other non-current assets 85,550 73,092 -------------- -------------- Total assets $ 57,028,892 $ 62,347,034 ============== ============== Liabilities and Shareholders' Equity Current liabilities Accounts payable and other accrued liabilities $ 3,142,442 $ 1,734,923 Current portion of long-term debt 222,256 248,773 -------------- -------------- Total current liabilities 3,364,698 1,983,696 Long-term debt 1,800,339 1,966,588 Shareholders' equity Ordinary shares, $.01 par value, 75,000,000 shares authorized; 26,274,310 and 26,250,761, shares issued and outstanding for respective periods 262,743 262,507 Contributed surplus 98,170,354 97,946,434 Accumulated deficit (46,569,242) (39,812,191) -------------- -------------- Total shareholders' equity 51,863,855 58,396,750 -------------- -------------- Total liabilities and shareholders' equity $ 57,028,892 $ 62,347,034 ============== ============== The accompanying notes form an integral part of these consolidated financial statements.
APEX SILVER MINES LIMITED An Exploration and Development Stage Company CONSOLIDATED STATEMENT OF OPERATIONS (Expressed in United States dollars) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, --------------------------- ---------------------------- 1999 1998 1999 1998 Income Interest income $ 87,698 $ 488,812 $ 576,285 $ 1,882,808 --------------------------- --------------------------- Total income 87,698 488,812 576,285 1,882,808 Expenses Exploration 742,202 1,202,739 2,177,200 3,539,127 Administrative 940,813 1,554,620 3,245,346 3,320,031 Consulting 430,405 885,976 1,248,684 1,711,608 Professional fees 144,203 163,341 507,756 621,990 Amortization and depreciation 60,130 42,785 154,350 126,826 --------------------------- --------------------------- Total expenses 2,253,753 3,849,461 7,333,336 9,319,582 --------------------------- --------------------------- Net loss $(2,166,055) $(3,360,649) $(6,757,051) $(7,436,774) =========================== =========================== Net loss per ordinary share - Basic and diluted (1) $ (0.08) $ (0.13) $ (0.26) $ (0.28) =========================== =========================== Weighted average ordinary shares outstanding 26,266,883 26,210,171 26,255,871 26,211,214 =========================== =========================== (1) Diluted earnings per share were antidilutive for all periods presented. The accompanying notes form an integral part of these consolidated financial statements.
APEX SILVER MINES LIMITED An Exploration and Development Stage Company CONSOLIDATED STATEMENT OF CASH FLOWS (Expressed in United States dollars) (Unaudited)
Nine Months Ended September 30, ----------------------------- 1999 1998 Cash flows from operating activities: Net cash used in operating activities $(5,912,323) $(6,490,945) Cash flows from investing activities: Mining properties and development costs (13,606,039) (15,680,454) Purchase of plant, buildings and equipment (300,053) (1,254,019) ------------- ------------ Net cash used in investing activities (13,906,092) (16,934,473) Cash flows from (used in) financing activities: Payment of debt (192,766) (690,937) Proceeds from exercise of stock options 224,156 75,000 ------------- ------------ Net cash from (used in) financing activities 31,390 (615,937) ------------- ------------ Net decrease in cash and cash equivalents (19,787,025) (24,041,355) Cash and cash equivalents - beginning of period 26,217,241 57,033,193 ------------- ------------ Cash and cash equivalents - end of period $ 6,430,216 $32,991,838 ============= ============ Supplemental disclosure of non-cash transactions: Capitalization of depreciation expense related to San Cristobal Project $ 116,708 $ 137,418 The accompanying notes form an integral part of these consolidated financial statements.
APEX SILVER MINES LIMITED An Exploration and Development Stage Company NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) 1. Basis of Preparation of Financial Statements These unaudited interim consolidated financial statements of Apex Silver Mines Limited (the "Company") and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Such rules and regulations allow the omission of certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals, so long as such omissions do not render the financial statements misleading. In the opinion of management, these financial statements reflect all adjustments that are necessary for a fair statement of the results for the periods presented. All adjustments were of a normal recurring nature. Certain amounts in the accompanying financial statements have been reclassified. These interim financial statements should be read in conjunction with the annual financial statements of the Company included in its 1998 Annual Report on Form 10-K. 2. New Accounting Standards In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, Accounting for Derivatives and Hedging Activities ("SFAS 133"). This statement is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000, and establishes accounting and reporting standards for derivative investments and hedging activities. The Company has not yet determined the future impact that the adoption of SFAS 133 will have on its earnings or financial position. In June 1998, the American Institute of Certified Public Accountants issue statement of Position ("SoP") 98-5, Reporting on the Costs of Start-Up Activities. Sop 98-5 is effective for the Company's 1999 fiscal year and requires that the costs of start-up activities, including organization costs, be expensed as incurred. The effect of this statement on the Company's financial statements was not material. 3. Value Added Tax Recoverable The Company has recorded value added tax ("VAT") paid by ASC Bolivia and Cordilleras Mexico as recoverable assets. The VAT paid by ASC Bolivia is expected to be recovered through production from the proven and probable reserves at the San Cristobal Project that the Company intends to develop. Bolivian law states that VAT paid prior to production may be recovered as a credit against Bolivian taxes arising from production, including income tax. The VAT paid by Cordilleras Mexico is related to exploration activities and is recoverable upon application to the tax authorities. Applications for refund of VAT paid by Cordilleras Mexico have been filed and are expected to be paid in due course. At September 30, 1999, the recoverable VAT recorded by ASC Bolivia and Cordilleras Mexico was $3,413,663 and $314,720, respectively. Because of the uncertainty of the recoverability of VAT paid by ASC Peru LDC ("ASC Peru"), all VAT costs incurred by ASC Peru are charged to expense as incurred. 4. Plant, Buildings and Equipment The components of plant, buildings and equipment were as follows: September, 30 December 31, 1999 1998 --------------- -------------- (Unaudited) Buildings $ 824,526 $ 828,077 Mining equipment 1,756,564 1,513,757 Other furniture and equipment 244,839 229,475 --------------- ------------- 2,825,929 2,571,309 Less: Accumulated depreciation (533,468) (341,725) --------------- ------------- $ 2,292,461 $ 2,229,584 =============== ============= 5. Subsequent Events On October 7, 1999, the Company's shelf registration statement filed with the Securities and Exchange Commission became effective. Under the shelf registration statement, the Company may sell up to $200 million in any combination of securities listed in the registration statement. On November 5 and 8, 1999 the Company sold a total of 8,090,132 equity units pursuant to its shelf registration statement, resulting in proceeds before commissions and fees of approximately $97.1 million and net proceeds of approximately $92.9 million. The equity units, each priced at $12.00 per unit, are comprised of one ordinary share and one-half of a warrant exercisable into one-half of an ordinary share at any time on or before November 4, 2002 at a price of $18.00 per ordinary share. The warrants, if exercised, would raise an additional $73.6 million for the Company and would result in the issuance of 4,045,066 ordinary shares. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The following discussion and analysis summarizes the results of operations of Apex Silver Mines Limited (the "Company") for the three months ended September 30, 1999 and 1998 and for the nine months ended September 30, 1999 and 1998 and changes in its financial condition from December 31, 1998. This discussion should be read in conjunction with the Management's Discussion and Analysis included in the Company's 1998 Annual Report on Form 10-K. The Company is a mining exploration and development company that holds a portfolio of silver and base metal exploration and development properties in South America and Central America. None of these properties are in production and, consequently, the Company has no current operating income or cash flow. The sole source of income for the Company since inception has been interest income. The Company's policy is to invest all excess cash in liquid, high credit quality, short-term financial instruments. The Company is incorporated in the Cayman Islands and does not conduct any business that currently generates U.S. taxable income. There is currently no corporate taxation imposed by the Cayman Islands. If any form of taxation were to be enacted in the Cayman Islands, the Company has been granted exemption until January 16, 2015. Apex Silver Mines Corporation ("Apex Corporation"), the Company's U.S. management services company, is subject to U.S. federal, state and local income taxes. Other than the management services company, the Company does not pay income tax in the U.S. Results of Operations - Three Months Ended September 30, 1999 Interest Income. Interest income for the third quarter of 1999 was $87,698 as compared to $488,812 for the third quarter of 1998. The decrease in interest income for 1999 is the result of the reduced cash balances available in 1999 compared to 1998. Exploration. Exploration expense was $742,202 for the third quarter of 1999, compared to $1,202,739 for the third quarter of 1998. The decreased exploration expenses in 1999 are due to reduced exploration activity worldwide, as the Company has shifted its attention to the development of its San Cristobal Project in Bolivia. Administrative. Administrative expenses were $940,813 for the third quarter of 1999, compared to $1,554,620 for the third quarter of 1998. The 1999 expenses were lower as compared to 1998 primarily as the result of one-time costs incurred in La Paz Bolivia in 1998 related to the expansion of activities at their administrative offices. Consulting. Consulting fees were $430,405 for the third quarter of 1999 compared to $885,976 for the third quarter of 1998. The decrease in 1999 is primarily related to the reduced use of exploration consultants as the Company shifts its attention to the development of its San Cristobal project. Professional Fees. Professional fees were $144,203 for the third quarter of 1999 compared to $163,341 for the third quarter of 1998. The decrease in professional fees for 1999 is primarily related to the reduced reliance on outside professionals for SEC reporting requirements as compared to 1998. Results of Operations - Nine Months Ended September 30, 1999 Interest Income. Interest income for the nine-month period ended September 30, 1999 was $576,285 as compared to $1,882,808 for the same period of 1998. The decrease in interest income for 1999 is the result of the reduced cash balances available in 1999 compared to 1998. Exploration. Exploration expense was $2,177,200 for the nine-month period ended September 30, 1999, compared to $3,539,127 for the same period of 1998. The decreased exploration expenses in 1999 are due to reduced exploration activity worldwide compared to 1998, as the Company has shifted its attention to the development of its San Cristobal Project in Bolivia. With its reduced emphasis on exploration and its continued emphasis on Latin America, the Company dropped approximately 213,000 acres of exploration properties in Asia during 1999. Administrative. Administrative expenses were $3,245,346 for the nine-month period ended September 30, 1999, which is comparable to $3,320,031 for the same period of 1998. Consulting. Consulting fees were $1,248,684 for the nine-month period ended September 30, 1999, compared to $1,711,608 for the same period of 1998. The decrease in 1999 is primarily related to the reduced use of exploration consultants as the Company shifts its attention to the development of its San Cristobal project. Professional Fees. Professional fees were $507,756 for the nine-month period ended September 30, 1999 compared to $621,990 for the same period of 1998. The decrease in professional fees for 1999 is primarily related to the reduced reliance on outside professionals for SEC reporting requirements as compared to 1998. Liquidity and Capital Resources As of September 30, 1999, the Company had cash and cash equivalents of $6,430,216 compared to $26,217,241 at December 31, 1998. The decrease is the result of $5,912,323 used in operations, including $2,177,200 spent on exploration, $13,606,039 on development activity on the San Cristobal Project, $300,053 invested in plant, buildings and equipment, and a $192,766 net reduction of debt, offset by $224,156 in proceeds from the exercise of employee stock options by former employees. As discussed in Recent Developments below, the Company raised approximately $92.9 million in net proceeds through the sale of equity units in early November 1999. The Company anticipates cash requirements for the final three months of 1999, to be approximately $5.4 million, including approximately $2.7 for the advancement of the San Cristobal Project, approximately $2.4 million for administration and operations including financing efforts, and approximately $0.3 million for other exploration. Management believes that the Company's current cash balances are adequate to fund the above requirements. However, construction and development of the San Cristobal Project will require significant additional financing. Additional sources of financing may include bank borrowings and future additional debt or equity financing. There can be no assurance that the remaining required financing will be obtainable on terms that are attractive to the Company, or at all. Recent Developments On October 7, 1999, the Company's shelf registration statement filed with the Securities and Exchange Commission became effective. Under the shelf registration statement, the Company may sell up to $200 million in any combination of securities listed in the registration statement. On November 5 and 8, 1999 the Company sold a total of 8,090,132 equity units pursuant to its shelf registration statement, resulting in proceeds before commissions and fees of approximately $97.1 million and net proceeds of approximately $92.9 million. The equity units, each priced at $12.00 per unit, are comprised of one ordinary share and one-half of a warrant exercisable into one-half of an ordinary share at any time on or before November 4, 2002 at a price of $18.00 per ordinary share. The warrants, if exercised, would raise an additional $73.6 million for the Company and would result in the issuance of 4,045,066 ordinary shares. Year 2000 Date Conversion The inability of certain computer programs to interpret "00" as the Year 2000 does not appear to be a significant problem for the Company. As of September 30, 1999, the Company does not maintain a mainframe computer or central database, and the accounting system is supported by personal computers and their related software. The Company believes that its computer systems are Year 2000 compliant. Notwithstanding this fact, the Company, for reasons independent of Year 2000 issues, is in the process of installing upgraded accounting software at its major locations. Installation is expected to be completed during the fourth quarter 1999. All such software is Year 2000 compliant. To further mitigate the risk of data loss or corruption, the Company performs regular tape backups of all files, stays in contact with software manufacturers regarding updates to their products and keeps informed of the latest developments concerning Year 2000 issues. The Company believes that the only non-information technology systems that may be subject to Year 2000 issues are its telephone and photocopy machines, which are not expected to materially affect the Company's operations should a Year 2000 issue arise. The Company's costs with respect to the Year 2000 issue have been minimal. The Company is in an exploration and development stage and as such does not expect to have any customers until after the Year 2000. The Company has not evaluated whether its suppliers and other service providers are Year 2000 compliant. However, the Company does not believe that the failure of its suppliers and service providers to timely achieve Year 2000 compliance would have a material adverse effect on earnings. Accordingly the Company has not developed a contingency plan at this time. The Company believes that in a worst- case scenario, it could continue its normal business activities on a manual basis or find suitable supply alternatives. The Company will continue to monitor the need for a contingency plan as additional information is acquired. Forward-Looking Statements This filing contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included in this filing which address activities, events or developments that the Company expects, believes, intends or anticipates will or may occur in the future, including such matters as future investments in existing development projects and the acquisition of new mineral properties (including the amount and nature thereof), business strategies, mine development and construction plans, costs, grade, production and recovery rates, permitting, financing needs from external sources, the availability of financing on acceptable terms, the timing of engineering studies and environmental permitting, and the markets for silver, zinc and lead, are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not even be anticipated. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify uncertainties. The Company believes the expectations reflected in those forward looking statements are reasonable. However, the Company cannot assure that such expectations will prove to be correct. Future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements herein. Factors that could cause actual results to differ materially include, among others: worldwide economic and political events affecting the supply of and demand for silver, zinc, and lead; volatility in market prices of silver, zinc and lead; financial market conditions, and the availability of financing on terms acceptable to the Company; uncertainties associated with the development of a new mine, including potential cost overruns and the unreliability of estimates in early stages of mine development; variations in ore grade and other characteristics affecting mining, crushing, milling and smelting operations and mineral recoveries; geological, technical, permitting, mining and processing problems; the availability of and timing of acceptable arrangements for power, transportation, water and smelting; the availability of experienced employees; uncertainties regarding future changes in tax legislation or implementations of existing tax legislation and variations in smelting operations and capacity. Many such factors are beyond the Company's ability to control or predict. The reader is cautioned not to put undue reliance on forward looking statements. Except as required by law, the Company disclaims any obligation to update publicly these forward-looking statements to reflect future events or developments. All subsequent written and oral forward- looking statements attributable to the Company and persons acting on behalf of the Company are qualified in their entirety by the cautionary statements set forth herein. Item 3. Quantitative and Qualitative Disclosures About Market Risk and Hedging Activities Currently, the Company's major principal cash balances are held in U.S. dollars. Subsidiary cash balances in foreign currencies are held to minimum balances resulting in minimal risk to currency fluctuations. As a result of its operations in several foreign countries, the Company may in the future engage in hedging activities to minimize the risk of exposure to currency and interest rate fluctuations. To complete the financing necessary to develop its mineral properties, including San Cristobal, the Company anticipates that it will be required to hedge some portion of its planned production in advance. In addition, as its mineral properties are brought into production and the Company begins to derive revenue from the production, sale and exchange of metals, the Company may utilize various price-hedging techniques to lock in forward delivery prices on a portion of its production. Such price-hedging techniques would be balanced to mitigate some of the risks associated with fluctuations in the prices of the metals the Company produces while allowing the Company to take advantage of rising metal prices should they occur. The Company is currently developing policies, procedures and guidelines for the hedging of metal prices, interest rates and foreign currency exposure. The Company has engaged in limited metals trading activities utilizing puts and calls in a manner similar to the requirements anticipated under a borrowing agreement. The limited number of trades has been for the purpose of testing procedures and controls surrounding the trading function. At September 30, 1999, a mark to market of the open positions did not have a material effect on the Company's results of operations or financial position. There can be no assurance that the use of hedging techniques will always benefit the Company. PART II: OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds Pursuant to a Registration Statement on Form S-1 (Registration No. 333- 34685) filed in connection with the initial public offering (the "Offering") and a concurrent offering to a shareholder, which became effective on November 25, 1997, the Company sold a total 5,532,000 of its Ordinary Shares. Since the date of the Offering, the Company estimates that of the $54.6 million net proceeds from the Offering, the following approximate amounts have been used: (1) $1,935,000 for construction of plant, building and facilities; (2) $1,300,000 for the acquisition of the business of Mintec; (3) $713,000 for the repayment of indebtedness; (4) $10,317,000 for working capital; and (5) $40,337,000 for exploration and development activities primarily related to the San Cristobal Project, including land acquisition and option payments. The remaining net proceeds of the Offering were invested in cash equivalents and investments with various maturity dates. The Company believes that the above amounts are reasonable estimates of the amount of the net proceeds of the Offering applied. Other than compensation paid, and expenses reimbursed, to directors of the Company and officers of subsidiaries of the Company, and certain payments made in connection with the Company's acquisition of Mintec to then existing shareholders of Mintec (who are currently employees of the Company), none of the net proceeds of the Offering have been paid, directly or indirectly, to directors, officers, general partners of the Company or their associates, to persons owning 10 percent or more of any class of equity securities of the Company or to affiliates of the Company. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. (a) Reports on Form 8-K The Company filed a Form 8-K dated September 7, 1999, reporting under Item 5. the Company's completion of a detailed feasibility study on its wholly owned San Cristobal silver-zinc mining project in southern Bolivia. (b) Exhibits 27 Financial Data Schedule. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized. APEX SILVER MINES LIMITED (Registrant) Date: November 12, 1999 By: /s/ Thomas S. Kaplan ------------------------ Thomas S. Kaplan Chairman, Board of Directors EX-27 2 ARTICLE 5 FIN. DATA SCHEDULE FOR 1ST QTR 10-Q
5 1,000 9-MOS Dec-31-1999 Jan-01-1999 Sep-30-1999 6430 0 0 0 0 7422 46326 533 57029 3365 0 263 0 0 51601 57029 0 576 0 0 7333 0 0 0 0 0 0 0 0 (6757) (.26) (.26)
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