-----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, SXB5Sr2miOhJvRbWTZ3N5aEKuaVZnjstYLaDqtGAjSES6sgJYmjRDKkAKJW5k6SK jhNgYwD8bgVHtsJt3WqwGA== 0000772320-96-000005.txt : 19960719 0000772320-96-000005.hdr.sgml : 19960719 ACCESSION NUMBER: 0000772320-96-000005 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960718 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASMYN CORP CENTRAL INDEX KEY: 0000772320 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 840987840 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14136 FILM NUMBER: 96596331 BUSINESS ADDRESS: STREET 1: 1335 GREG ST #104 CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 7023315524 MAIL ADDRESS: STREET 1: 1335 GREG STREET STREET 2: SUITE 104 CITY: SPARKS STATE: NV ZIP: 89431 FORMER COMPANY: FORMER CONFORMED NAME: SUMMA METALS CORP DATE OF NAME CHANGE: 19940503 10QSB/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ AMENDMENT TO FORM 10-QSB [ X ] Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 OR [ ] Transition report under section 13 or 15 (d) of the Exchange Act COMMISSION FILE NUMBER 0-14136 CASMYN CORP. (Exact name of registrant as specified in Charter) COLORADO (State or other jurisdiction of incorporation) 84-0987840 (IRS Employer Identification No.) 1335 GREG STREET, UNIT #104 SPARKS, NEVADA 89431 (702) 331-5524 (Address and Telephone Number of Principal Executive Offices) Check whether the issuer (1) 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 [ ]. As of July 15, 1996, 6,675,931 shares of the issuer's common stock were outstanding. This report contains 11 pages. There are no exhibits. CASMYN CORP. FORM 10-QSB INDEX Page PART I. Financial Information: No. Condensed Consolidated Balance Sheet - March 31, 1996 3 Condensed Consolidated Statements of Operations - Three Months and Six Months ended March 31, 1996 and 1995 4 Condensed Consolidated Statements of Cash Flows - Six Months ended March 31,1996 and 1995 5 Notes to Condensed Consolidated Financial Statements 6 Management's Discussion and Analysis or Plan of Operation 8 PART II. Other Information: Item 6 - Exhibits and Reports on Form 8-K 11 Signatures 11
CASMYN CORP. CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 1996 (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 12,027,949 Accounts receivable, net 337,311 Inventories 909,383 Prepaid expenses and other assets 95,925 --------------- Total Current Assets 13,370,568 --------------- Investment in Related Party 204,227 Equipment and Improvements, net 1,302,214 Mineral Properties 6,739,908 Other Assets 1,310,919 --------------- $ 22,927,836 =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued Liabilities $ 2,875,402 Due to related parties 119,209 --------------- Total Liabilities 2,994,611 --------------- Convertible Debt 5,000,000 --------------- Stockholders' Equity: Preferred stock, $.10 par value; 20,000,000 shares authorized; 2,707,000 shares issued and outstanding 270,700 Common stock, $.04 par value; 300,000,000 shares authorized; 6,675,931 shares issued and outstanding 267,037 Additional paid-in capital 20,958,450 Accumulated deficit ( 6,489,827) Foreign currency translation adjustment ( 73,135) --------------- Total and Stockholders' Equity 14,933,225 --------------- Total Liabilities and Stockholders' Equity $ 22,927,836 =============== See accompanying notes to condensed, consolidated financial statements
CASMYN CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED) FOR THE SIX MONTHS FOR THE THREE MONTHS ENDED MARCH 31, ENDED MARCH 31, 1996 1995 1996 1995 ------------------------- ---------------------------- SALES $ 659,657 $ 395,795 $ 418,878 $ 289,888 COST OF GOODS SOLD 433,419 446,820 161,239 366,407 ------------------------- --------------------------- GROSS PROFIT 226,238 ( 51,025) 257,639 ( 76,519) ------------------------- --------------------------- COSTS AND EXPENSES: Selling, general and administrative expense 2,772,610 1,442,130 1,314,018 654,817 Depreciation, depletion and amortization 48,183 39,274 26,225 14,573 Mineral exploration 319,783 291,867 113,291 106,521 Research and development 165,860 305,708 63,462 101,441 ------------------------- --------------------------- 3,306,436 2,078,979 1,516,996 877,352 ------------------------- --------------------------- LOSS FROM OPERATIONS (3,080,198) (2,130,004) (1,259,357) (953,871) ------------------------- --------------------------- OTHER INCOME: Minority interest in net loss of consolidated subsidiary 498,663 1,751,200 - 875,600 Interest and other income 251,511 111,159 96,016 62,422 Interest expense ( 92,020) ( 23,376) ( 42,006) ( 12,438) ------------------------ --------------------------- 658,154 1,838,983 54,010 925,584 ------------------------ --------------------------- LOSS FROM CONTINUING OPERATIONS (2,422,044) ( 291,021) (1,205,347) ( 28,287) ------------------------ --------------------------- GAIN FROM DISCONTINUED OPERATIONS - 32,429 - 109,783 ------------------------ --------------------------- NET INCOME (LOSS) $(2,422,044)$ (258,592) $(1,205,347) $ 81,496 ======================== =========================== INCOME (LOSS) PER COMMON SHARE: Loss from Continuing Operations $ (.41)$ (.04) $ (.20) $ - Income from Discontinued Operations - .01 - .01 ------------------------ --------------------------- NET INCOME (LOSS) $ (.41)$ (.03) $ (.20) $ .01 ======================== =========================== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,942,251 7,481,115 5,927,861 7,515,629 ========================= =========================== SEE ACCOMPANYING NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS.
CASMYN CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED) 1996 1995 -------------- -------------- Cash flows from operating activities $( 1,267,924) $( 2,827,226) -------------- -------------- Cash flows from investing activites ( 7,579,384) 216,522 -------------- -------------- Cash flows from financing activities 16,016,797 1,614,884 -------------- -------------- Foreign currency translation adjustment ( 80,485) 9,972 -------------- -------------- Net increase (decrease) in cash and cash equivalents 7,089,004 ( 985,848) Cash and cash equivalents, beginning of period 4,938,945 1,075,876 ------------- ------------- Cash and cash equivalents, end of period $ 12,027,949 $ 90,028 ============= ============= DISCLOSURE OF ACCOUNTING POLICY: For purposes of cash flows, the Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. SEE ACCOMPANYING NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS.
CASMYN CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying condensed consolidated financial statements are unaudited; however, in the opinion of management, such statements include all adjustments (which are of a normal, recurring nature) necessary for a fair statement of the results for the interim periods. The financial statements included herein have been prepared by Casmyn Corp. (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information not misleading. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's consolidated financial statements filed as part of the Company's September 30, 1995 Form 10-KSB. The Form 10-KSB should be read in conjunction with this quarterly report. 2. INVESTMENT IN RELATED PARTY At March 31, 1996, the Company holds 425,750 shares of common stock of Auromar Development Corporation ("Auromar"), a related party. The Company has announced an agreement in principle to merge with Auromar. 3. RELATED PARTY TRANSACTIONS The Company conducts business with various companies that are related through the existence of certain common officers, directors and significant stockholders. These related parties include: Diamond Fontein International Limited; Auromar Development Corp.; Dahya Holdings, Inc.; and Casmyn Research and Engineering, Ltd.. As a result of these related party transactions, cash advances from and to the Company and other transactions, the Company had a net amount due to related parties at March 31, 1996 of $119,209. This amount is non-interest bearing and contains no formal repayment terms. 4. PROPOSED AUROMAR MERGER On March 29, 1995, the Company announced that it had reached an agreement in principle to effect a merger with Auromar Development Corp. Under the terms of the agreement, as amended October 11, 1995, shareholders of Auromar would receive one (1) share of Casmyn Corp. common stock for two and six tenths (2.6) shares of Auromar common stock. The merger has been approved by the shareholders of Auromar Development Corp. The agreement has been approved by the British Columbia (Canada) Supreme Court. The Company anticipates that this transaction will be completed in the near future. 5. ZIMBABWE ACQUISITIONS Effective Janaury 31, 1996, in accordance with the terms and conditions of a formal Purchase Agreement concluded in August 1995, the Company completed the acquisition of 100% of the shares of a group of five (5) private mining companies controlled by the Muir Family in Zimbabwe through E.W.B. Properties (Private) Limited ("EWB"). The total consideration for this acquisition was $4,071,415 million plus applicable taxes which are currently estimated at approximately $1,018,000. The acquisition includes several mining claims on producing gold mining properties covering approximately 1,200 hectares (approximately 2,965 acres) in the Bubi Greenstone Gold Belt of Zimbabwe. These properties include infrastructure, mining and milling equipment. In a separate transaction, also effective January 31, 1996, the Company completed the acquisition of a 100% interest in the Dawn Mine property from Olympus Gold Mines Ltd. in Zimbabwe for approximately $455,000. The Dawn Mine is adjacent to the mines acquired in the EWB transaction. The acquisitions were accounted for using the purchase method. The purchase price has been allocated to mineral properties. 6. PREFERRED STOCK On October 3, 1995, the Company converted 2,707,000 of its common shares held directly or beneficially by the Company's President, Chief Executive Officer and Chairman of the Board, into 2,707,000 Series A preferred shares. Each Series A preferred share is convertible, at the holder's option, into one share of the Company's common stock and is entitled to receive dividends equal to that of common shares, without preference. Preferred shares are entitled to vote with common shares with the further provision that each preferred share will be entitled to the equivalent of five (5) common share votes. 7. SUBSEQUENT EVENTS On May 24, 1996, the Company issued 606,061 commons shares in exchange for 5,680,514 common shares of WestAmerica Corporation ("WestAmerica", approximately a 65% interest). WestAmerica is engaged in the oil and gas exploration and production business primarily in the states of Oklahoma and Texas. WestAmerica also engages in the securities and investment banking businesses through it's ownership of WestAmerica Investment Group, Inc. and its subsidiary WIC, a registered broker dealer. The Company has accounted for the transaction using the equity method since the shares acquired are subject to a repurchase agreement by WestAmerica and have been placed in a voting trust controlled by an officer and director of WestAmerica. As such the Company exercises no effective control over the operations or management of WestAmerica, however, the Company has the ability to appoint two out of five board members. The transaction has been valued at approximately $6,970,000, which was calculated based upon an $11.50 per common share value for the Company's common stock. This value reflects a discount from recent similar sized transactions to compensate for the restricted nature of the shares issued in the transaction On May 7, 1996, the Company entered into a 50:50 joint venture with Newgold Incorporated, a private company based in Reno, Nevada, for the development of the Relief Canyon Mine located in Pershing County, Nevada. The Company will contribute approximately $1,400,000 for its 50% interest in the venture. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS SIX MONTHS ENDED MARCH 31, 1996 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 1995 Revenues for the six months ended March 31, 1996, were $659,657 compared to $395,795 for the six months ended March 31, 1995. The $263,862 increase was due to an increase of $158,484 in sales of water purification systems and $105,378 from the sale of gold produced in Zimbabwe. Overall gross profit for the six months ended March 31, 1996 was 34% compared to a loss for the six months ended March 31, 1995. Gross profit on water purification equipment sales was 26% for the six month period ended March 31, 1996 compared to a loss in the same period ended March 31, 1995 due to lower freight charges and lower component costs. Gross profit on gold sales was 77% for the six months ended March 31, 1996, there were no gold sales in the six month period ended March 31, 1995. Costs and expenses were $3,306,436 for the six months ended March 31, 1996, compared to $2,078,979 for the six months ended March 31, 1995, an increase of $1,227,457. Compensation and benefits increased $445,867 for the six month period ended March 31, 1996 compared to the six month period ended March 31, 1995 due primarily to the Company recording $243,040 in compensation expense related to the granting of 246,000 non-qualified stock options and increased staff levels in the six month period ended March 31, 1996 compared to the period ended March 31, 1995. Expenses related to professional services, primarily legal, audit and marketing increased by $393,961 in the six month period ended March 31, 1996 compared to the six month period ended March 31, 1995. Travel related expenses increased $145,673 in the six month period ended March 31, 1996 compared to the six month period ended March 31, 1995 due to increased trips to Africa, India and Vietnam related to the Company's operations in those countries. Mineral exploration expense and depreciation increased a total of $36,825 in the six month period ended March 31, 1996 compared to the six months ended March 31, 1995. These increases were offset by a decrease in research and development related expenses of $139,848. General and administrative costs increased $344,979 for the six months ended March 31, 1996 compared to 1995 due primarily to higher costs related to business activities in Vietnam, and increased costs related to the U.S. rollout of water purification products. Other income, exclusive of minority interest, was $159,491 for the six month period ended March 31, 1996, compared to $87,783 for the six months ended March 31, 1995, an increase of $71,708. This increase was due primarily to interest income earned on short term investments made by the Company offset by interest expense. Minority interest in the net loss of VETI decreased by $1,252,537 for the six months ended March 31, 1996 due to a limitation on the amount of loss which could be absorbed by the minority shareholders. The Company anticipates that expenditures related to upgrading the newly acquired mining properties in Zimbabwe will exceed revenues derived from the sale of gold from the mines. The Company is in the process of preparing a capital improvement budget for the Zimbabwe properties. Additionally, the Company anticipates that expense levels experienced in the six months ended March 31, 1996 relating to active exploration programs in South Africa will continue for the foreseeable future. The Company charges to expense all mineral resource exploration and development costs until the mineral property to which they relate is determined to have proven reserves for which recovery is economically feasible. Costs are then capitalized until the mineral property to which they relate is placed into production, sold, abandoned or written down where there is an impairment in value. Capitalized costs are to be charged to future operations on a unit-of-production basis. The Company estimates that total gold resources at the Turk Mines are 5,000,000 ounces. Independent engineering studies are currently underway which may cause this estimate to change. The gold occurs in sulfides, oxides and old mill tailings. THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1995 Revenues for the three months ended March 31, 1996 were $418,878 compared to $289,888 for the three months ended March 31, 1995. The $128,990 increase is due primarily to the sale of gold produced at the Zimbabwe mine of $105,378 and an increase in sales of water purification equipment Costs and expenses were $1,516,996 for the three months ended March 31, 1996 compared to $877,352 for the three months ended March 31, 1995, an increase of $639,644. Compensation and benefits increased $287,141 for the three month period ended March 31, 1996 compared to the three month period ended March 31, 1995 due to $44,190 in compensation expense related to certain non-qualified stock options and increased staff levels in the three month period ended March 31, 1996 compared to the three month period ended March 31, 1995. Expenses related to professional services, primarily legal, audit and marketing increased by $349,648 in the three month period ended March 31, 1996 compared to the three month period ended March 31, 1995. Depreciation and mineral exploration expense increased marginally in the three months ended March 31, 1996 compared to the prior year three month period. These increases were partially offset by a decrease in research and development related expenses of $37,979. Minority interest in the net loss of VETI decreased by $875,600 for the three months ended March 31, 1996 due to a limitation on the amount of losses that could be absorbed by the minority shareholders. Other income, exclusive of minority interest, was $54,010 for the three month period ended March 31, 1996, compared to $49,984 for the three months ended March 31, 1995, an increase of $4,026. This increase is comprised of an increase in interest and other income of $33,594 offset by an increase in interest expense of $29,568. CAPITAL RESOURCES AND LIQUIDITY At March 31, 1996, the Company's working capital was $10,375,957, including $12,027,949 in cash and cash equivalents. The Company's mineral resource development business segment has acquired certain mineral properties in South Africa and on January 31, 1996 concluded the acquisition of certain mining properties and assets in Zimbabwe for $4,526,415 cash plus applicable taxes of $1,017,854 to be paid upon assessment subject to certain adjustments. In addition, the water purification business segment has begun sales and marketing programs in North America and in various third world countries. Management anticipates that the net use of cash by operations will increase during the foreseeable future due to expenditures on mineral resource development projects in South Africa, mineral exploration and facility upgrades at the Zimbabwe mining properties and development of various markets for VETI's water purification technologies. The Company will use current cash and cash equivalents to fund the on-going projects in the short term and anticipates that it will be able to secure additional debt and/or equity financing, to fund longer term projects. As evidence of the Company's ability to secure debt and/or equity financing in the six month period ended March 31, 1996 the Company has received $8,815,555, net of commissions and other expenses related to the transaction, through issuance of 750,000 shares of restricted common stock in an exempt private transaction. Net Cash Used in Operating Activities. Net cash used in operating activities was $1,267,924 for the six months ended March 31, 1996 compared to $2,827,226 for the six months ended March 31, 1995. The decrease in net cash used in operations was due principally to a decrease in minority interest in the net loss of VETI of $1,252,537 offset by increases in the net loss because of active exploration programs conducted on mineral properties in fiscal 1996 and expenses related to sales of water purification systems. Net Cash Used in Investing Activities. Net cash used in investing activities was $7,579,384 for the six months ended March 31, 1996 compared to net cash provided by investing activities of $216,522 for the six months ended March 31, 1995. The decrease in net cash provided by investing activities was due to the purchase of certain mineral properties and assets in Zimbabwe, and purchases of equipment and improvements, primarily related to a water bottling plant under construction in Vietnam. Net Cash Provided by Financing Activities. Net cash provided by financing activities was $16,016,797 for the six months ended March 31, 1996 compared to $1,614,884 for the six months ended March 31, 1995. The increase is due to the Company receiving $16,115,557 from the collection of funds from private placements of common stock of the Company and VETI, offset by the repayment of long-term debt of $98,760. The Company is organized with a relatively small, highly trained staff and anticipates that the overall staff level will remain low in the foreseeable future because the majority of mineral resource development activities are performed by independent contractors on a project by project basis. The Company believes that these arrangements will not require a significant investment by the Company in either personnel or facilities. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits None B. Forms 8-K 1. The Company filed an 8-K on February 15, 1996, reporting that it completed its acquisition of 100% of the shares of a group of five (5) private mining companies located in Zimbabwe. The total consideration for this acquisition was approximately $4,017,415 cash plus applicable taxes of approximately $1,017,854 to be paid upon assessment of said taxes as defined in the terms of the acquisition agreement. 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 hereunto duly authorized. Casmyn Corp. July 18, 1996 By _____________________________ Dennis E. Welling, Controller EX-27 2
5 0000772320 CASMYN CORP. 1,000 6-MOS SEP-30-1996 OCT-01-1995 MAR-31-1996 12028 0 337 0 909 13371 1477 175 22928 2995 0 0 271 267 14395 22928 660 660 433 433 3306 0 63 (2422) 0 (2422) 0 0 0 (2422) (.41) (.41)
-----END PRIVACY-ENHANCED MESSAGE-----