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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
DATED MARCH 10, 2003
Commission File Number 000-13727
PAN AMERICAN SILVER CORP.
-------------------------
(Registrant's name)
SUITE 1500, 625 HOWE STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2T6
-------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101 (b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant, Pan American Silver Corp., has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: March 10, 2003
PAN AMERICAN SILVER CORP.
By:
/s/ Ross Beaty
----------------------------
Ross Beaty
Chairman and C.E.O.
[PAN AMERICAN SILVER CORP. LOGO]
[LOGO]
Pan American will host a conference call on Tuesday March 11th at 9:00 a.m.
Pacific time (12 p.m. Eastern time) to discuss financial and operational
results, give project updates, and answer questions. To listen to the call live,
dial 1-416-695-5806. To listen to a playback of the call after it has ended,
dial 1-416-695-5800 and enter the pass code 1379677. This option will be
available for 2 weeks after the call. The conference call will also be broadcast
live and archived for later playback on the Internet at HTTP://WWW.Q1234.COM.
10 March 2003
PAN AMERICAN SILVER CORP. REPORTS YEAR-END AND FOURTH QUARTER RESULTS
Vancouver, British Columbia - Pan American Silver Corp. (NASDAQ: PAAS; TSX: PAA)
today reported its financial results for the fourth quarter and the year 2002.
All amounts are expressed in U.S. dollars. Revenue for the fourth quarter was
$12.1 million, an 11 percent increase over that of 2001. Revenue for the year
was $45.1 million, 21 per cent greater than for 2001 due to a full year's
operations from the company's Huaron mine in Peru. Full-year silver production
was 7.8 million ounces, 12 percent higher than in 2001.
During the fourth quarter, Pan American recorded an unusual charge of $12.1
million against the operations of the Quiruvilca mine, resulting in a net loss
for the quarter of $13.7 million or $0.32 per share. The unusual charge follows
the company's $15.1 million write-down in the third quarter of the Quiruvilca
mine's carrying value and an assessment of the long-term mine reclamation cost.
The net loss for the year was $33.7 million $(0.80 per share) including the
total $27.2 million Quiruvilca mine write-down and reclamation charge. The
fourth quarter charge consisted of a $10 million non-cash provision for future
reclamation costs, a $1.8 million non-cash provision against the carrying value
of the mine's supplies inventory and $0.29 million of mine development costs
incurred in the fourth quarter. All future expenditures at Quiruvilca will be
expensed as incurred. Operations at Quiruvilca have been severely affected by
record low metal prices since late 2000, particularly zinc. The mine continues
to operate, and in fact has operated better than expected to date in 2003.
Excluding the unusual charge, the net loss for the fourth quarter was $1.6
million or $0.04 per share (2001 - net loss of $4.4 million or $0.12 per share).
The improvement stems mainly from good results at the Huaron mine, where metal
production was higher and costs lower than in the fourth quarter of 2001.
Consolidated production for the quarter was 2.0 million ounces of silver, 9,555
tonnes of zinc, 5,214 tonnes of lead and 742 tonnes of copper.
Mining operations contributed $1.9 million during the year, a $5.2 million
improvement from 2001 when mining operations lost $3.3 million. The mining
contribution in the fourth quarter was $0.4 million (2001 - lost $1.2 million).
Capital spending totaled $10.9 million, primarily on the La Colorada mine
expansion. Financing activities, net of $3.3 million in debt repayments during
the year, generated $18.5 million. Cash at year-end was $10.2 million. At
December 31, the company had spent and committed $10.1 million of the $20
million La Colorada capital budget and the balance of the expansion costs will
be funded from a $10 million loan from the IFC, a member of the World Bank
group, the first tranche of which was drawn down on March 7, 2003. This project
is proceeding on schedule and within budget and should be completed by July. At
year-end, long-term debt was $3.9 million (2001 - $5 million).
Pan American's CEO Ross Beaty, said, "Pan American had another tough financial
year in 2002 due to continued very low metal prices, but I am optimistic that we
will have much better results in 2003 as we grow into a larger and stronger
company. We have taken the difficult decision to reflect in our 2002 results our
worst-case financial exposure regarding the Quiruvilca mine even though we
expect metal prices and therefore Quiruvilca's results to improve in the future.
We began construction of La Colorada and this
1500-625 HOWE STREET, VANCOUVER, BC CANADA V6C 2T6.
TEL 604.684.1175 FAX 604.684.0147
www.panamericansilver.com
should be our most profitable mine when it opens to full-scale production in
July. Huaron had an excellent performance in 2002 and we added a new source of
cash flow from the Peru silver stockpiles operation late in the year. We added
major growth projects at Manantial Espejo in Argentina, and early in 2003, at
Alamo Dorado in Mexico following our acquisition of Corner Bay Silver. So I am
very excited about our growth ahead, and with it our ability to improve our
financial results this year."
In Peru, the company increased its silver operations to three, with the November
addition of a small but very profitable silver stockpile operation that is
expected to produce about 0.5 million ounces annually at a cash cost of less
than $2 per ounce for the next ten years. At the Huaron mine, silver production
increased to 4.5 million ounces in 2002 from 2.9 million ounces in 2001. In
December a 10 percent mine expansion began at Huaron due to excellent
exploration results in the year, and planned production in 2003 is 4.9 million
ounces of silver. At the Quiruvilca mine, production in 2003 is planned at 2.7
million ounces of silver. Half of Quiruvilca's planned zinc production for 2003
has been hedged at higher-than-current prices and operations so far this year
are much improved from the previous quarter.
In Mexico, Pan American began construction in July of the $20 million project
that will expand production at the La Colorada mine to 3.8 million ounces
annually by mid-2003. Silver production for 2002 was 0.6 million ounces and
planned production for 2003 is 2.3 million ounces. In June, the company agreed
to acquire Corner Bay Silver in a merger that closed on February 20, 2003.
Corner Bay's main asset was the 77 million ounce Alamo Dorado silver project and
Pan American plans to complete a revised feasibility study on the deposit by
mid-2003, and then proceed with production financing and construction as soon as
possible on this promising project.
Elsewhere, Pan American has interests in four other growth projects that were
all advanced during 2002. In Bolivia, the San Vicente mine produced 1.1 million
ounces of silver under a toll-milling agreement with a Bolivian company, and Pan
American anticipates advancing the property in 2003 towards a feasibility study.
In Argentina, the 50 percent owned Manantial Espejo property generated very good
exploration drilling results during the year, and plans for 2003 are to
undertake an underground tunneling and drilling program on the property leading
to a feasibility study in 2004. In Peru, the Tres Cruces gold project near
Quiruvilca was reactivated during the year as a result of the large nearby Alto
Chicama gold discovery by Barrick Gold, and higher gold prices. In 2003, Barrick
will be exploring Tres Cruces and the company's Los Angeles gold property, also
adjacent to Quiruvilca. Finally, in Russia, the 20 percent owned Dukat mine was
reported to have opened in December, though no silver sales were made and it is
uncertain as to when they will commence.
Mr. Beaty concluded, "Pan American now has four silver operations and several
outstanding growth projects. In 2003 the company's silver production is expected
to grow to 10.3 million ounces. While the silver price only rose modestly in
2002 relative to gold, it outperformed most base metal prices - an affirmation
of silver's dual role as a precious and industrial metal. The outlook is good
for higher metal prices in 2003 and, with our rising production base, this will
immediately translate to improved financial results for our shareholders. We are
solidly on track to become the world's purest large silver producer in the near
future and the pre-eminent silver mining investment equity."
- End -
Ross J. Beaty, Chairman or Rosie Moore, VP Corporate Relations 604-684-1175
CAUTIONARY NOTE
SOME OF THE STATEMENTS IN THIS NEWS RELEASE ARE FORWARD-LOOKING STATEMENTS AND
AS SUCH ARE BASED ON AN ASSUMED SET OF ECONOMIC CONDITIONS AND COURSES OF
ACTION. THESE INCLUDE ESTIMATES OF FUTURE PRODUCTION LEVELS, EXPECTATIONS
REGARDING MINE PRODUCTION COSTS, EXPECTED TRENDS IN MINERAL PRICES AND
STATEMENTS THAT DESCRIBE PAN AMERICAN'S FUTURE PLANS, OBJECTIVES OR GOALS. THERE
IS A SIGNIFICANT RISK THAT ACTUAL RESULTS WILL VARY, PERHAPS MATERIALLY, FROM
RESULTS PROJECTED DEPENDING ON SUCH FACTORS AS CHANGES IN GENERAL ECONOMIC
CONDITIONS AND FINANCIAL MARKETS, CHANGES IN PRICES FOR SILVER AND OTHER METALS,
TECHNOLOGICAL AND OPERATIONAL HAZARDS IN PAN AMERICAN'S MINING AND MINE
DEVELOPMENT ACTIVITIES, UNCERTAINTIES INHERENT IN THE CALCULATION OF MINERAL
RESERVES, MINERAL RESOURCES AND METAL RECOVERIES, THE TIMING AND AVAILABILITY OF
FINANCING, GOVERNMENTAL AND OTHER APPROVALS, POLITICAL UNREST OR INSTABILITY IN
COUNTRIES WHERE PAN AMERICAN IS ACTIVE, LABOR RELATIONS AND OTHER RISK FACTORS
LISTED FROM TIME TO TIME IN PAN AMERICAN'S FORM 40-F.
2
2002 YEAR END AND FOURTH QUARTER HIGHLIGHTS
THREE MONTHS ENDED YEARS ENDED
DECEMBER 31, DECEMBER 31,
2002 2001 2002 2001
----------- ---------- ------------ -----------
FINANCIAL HIGHLIGHTS (IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AMOUNTS)
Net income (loss) $(13,721) $(4,388) $(33,658) $(8,077)
Earnings (loss) per share (0.32) (0.12) (0.80) (0.22)
Net income (loss) before unusual items (1,632) (4,388) (6,440) (11,577)
Earnings (loss) per share before unusual items (0.04) (0.12) (0.15) (0.32)
Contribution from mining operations 379 (1,230) 1,932 (3,295)
Capital spending 5,005 847 10,938 6,532
Exploration expense 629 454 1,206 892
Cash 10,185 3,331 10,185 3,331
Working capital $2,399 $(73) $2,399 $(73)
ORE MILLED, METALS RECOVERED TO CONCENTRATE, AND COST PER OUNCE PRODUCED
HUARON MINE
Tonnes Milled 156,305 137,139 606,300 367,274
Silver - ounces 1,134,902 1,088,183 4,527,971 2,897,946
Zinc - tonnes 5,456 4,239 20,896 9,574
Lead - tones 3,731 2,718 14,006 8,445
Copper -- tonnes 406 447 1,740 959
Total cash cost per ounce $3.70 $3.93 $3.66 $4.01
Total production cost per ounce $4.22 $4.31 $4.13 $4.38
QUIRUVILCA MINE
Tonnes Milled 119,098 136,593 508,352 568,451
Silver -- ounces 576,163 771,971 2,509,689 3,259,372
Zinc -- tonnes 3,998 5,018 17,852 21,009
Lead -- tonnes 1,398 1,915 6,468 8,358
Copper -- tonnes 336 326 1,107 1,204
Total cash cost per ounce $5.51 $4.82 $5.15 $4.71
Total production cost per ounce $6.24 $5.85 $6.52 $5.66
LA COLORADA MINE
Tonnes Milled 13,528 13,819 50,662 47,317
Silver -- ounces 197,263 227,481 626,035 782,853
Zinc -- tonnes 101 140 333 311
Lead -- tonnes 85 129 316 384
Total cash cost per ounce -- $5.02 -- $4.14
Total production cost per ounce -- $5.78 -- $4.83
PYRITE STOCKPILE SALES
Tonnes Sold 9,018 -- 9,018 --
Silver -- ounces 101,459 -- 101,459 --
Total cash cost per ounce $1.50 -- $1.50 --
Total production cost per ounce $2.13 -- $2.13 --
CONSOLIDATED PRODUCTION
Tonnes milled 297,949 287,551 1,174,332 983,042
Silver -- ounces 2,009,787 2,087,635 7,765,154 6,940,171
Zinc -- tonnes 9,555 9,397 39,081 30,894
Lead -- tonnes 5,214 4,762 20,790 17,187
Copper -- tonnes 742 773 2,847 2,163
REALIZED METALS PRICES
Silver -- per ounce (note) $4.20 $3.99 $4.26 $4.01
Zinc -- per pound $0.35 $0.36 $0.35 $0.40
Lead -- per pound $0.20 $0.22 $0.21 $0.21
Copper -- per pound (note) $0.62 $0.57 $0.62 $0.62
Note -- Pan American pays a refining charge for silver
and copper
CONSOLIDATED COST PER OUNCE OF SILVER NET OF BY-PRODUCT CREDITS)
Total cash cost per ounce $4.15 $4.38 $4.16 $4.36
Total production cost per ounce $4.74 $5.04 $4.94 $5.04
3
PAN AMERICAN SILVER CORP.
Consolidated Balance Sheets
(Unaudited - in thousands of U.S. dollars)
DECEMBER 31 DECEMBER 31
2002 2001
----------- -----------
ASSETS
Current
Cash and cash equivalents $ 10,185 $ 3,331
Short-term investments 13 513
Accounts receivable 4,598 6,037
Inventories 4,637 4,655
Prepaid expenses 3,197 6,534
--------- --------
Total Current Assets 22,630 21,070
Mineral property, plant and equipment, net 59,447 66,659
Investment and other properties 4,193 1,785
Direct smelting ore 4,303 --
Other 4,393 2,003
--------- --------
Total Assets $ 94,966 $ 91,517
========= ========
LIABILITIES
Current
Operating line of credit $ 125 $ 1,390
Accounts payable and accrued liabilities 15,227 12,283
Advances for metal shipments 2,158 4,071
Current portion of bank loans and capital leases 1,638 2,209
Current portion of severance indemnity and commitments 953 547
Current portion of deferred revenue 130 643
--------- --------
Total Current Liabilities 20,231 21,143
Deferred revenue 923 1,850
Bank loans and capital leases 3,942 5,010
Provision for reclamation 12,971 2,112
Severance indemnity and commitments 1,407 2,525
--------- --------
Total Liabilities 39,474 32,640
--------- --------
SHAREHOLDERS' EQUITY
Share capital
Authorized:
100,000,000 common shares of no par value
Issued:
December 31, 2001 - 37,628,234 common shares
December 31, 2002 - 43,883,454 common shares 161,024 130,723
Additional paid in capital 1,092 1,120
Deficit (106,624) (72,966)
--------- --------
Total Shareholders' Equity 55,492 58,877
--------- --------
Total Liabilities and Shareholders' Equity $ 94,966 $ 91,517
========= ========
4
PAN AMERICAN SILVER CORP.
Consolidated Statements of Operations and Deficit
(Unaudited - in thousands of U.S. dollars,
except for shares and per share amounts)
TWELVE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31 DECEMBER 31
2002 2001 2002 2001
----------- ----------- ----------- -----------
REVENUE $ 45,093 $ 37,296 $ 12,084 $ 10,913
EXPENSES
Operating 43,161 40,591 11,705 12,143
General and administration 1,698 2,138 462 671
Depreciation and amortization 4,872 4,312 692 1,292
Reclamation 860 620 215 290
Exploration 1,206 892 629 454
Interest expense 988 783 223 304
Write down of mineral properties and
reclamation 27,218 -- 12,089 --
Gain on sale of land -- (3,500) -- --
----------- ----------- ----------- -----------
80,003 45,836 26,015 15,154
----------- ----------- ----------- -----------
Loss from operations (34,910) (8,540) (13,931) (4,241)
Other income (expenses) 1,252 463 210 (147)
----------- ----------- ----------- -----------
Net income (loss) for the period (33,658) (8,077) (13,721) (4,388)
Deficit, beginning of period (72,966) (64,889) (92,903) (68,578)
----------- ----------- ----------- -----------
Deficit, end of period $ (106,624) $ (72,966) $ (106,624) $ (72,966)
=========== =========== =========== ===========
Loss per share $ (0.80) $ (0.22) $ (0.32) $ (0.12)
Weighted average shares outstanding 41,849,413 36,162,815 43,308,203 37,558,646
5
PAN AMERICAN SILVER CORP.
Consolidated Statements of Cash Flows - Direct Method
(Unaudited - in thousands of U.S. dollars)
TWELVE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31 DECEMBER 31
2002 2001 2002 2001
-------- -------- -------- --------
OPERATING ACTIVITIES
Sales proceeds $ 44,015 $ 38,176 $ 10,629 $ 9,955
Hedging activities 960 40 237 18
Interest paid (988) (783) (223) (304)
Other income and expenses 926 96 157 (172)
Products and services purchased (42,533) (36,759) (11,148) (9,594)
Exploration (1,102) (892) (545) (469)
General and administration (2,020) (1,964) (934) (466)
-------- -------- -------- --------
(742) (2,086) (1,827) (1,032)
-------- -------- -------- --------
FINANCING ACTIVITIES
Shares issued for cash 22,821 9,789 113 237
Share issue costs (962) (340) (6) (29)
Proceeds from (repayment of) line of credit (1,265) -- (595) --
Proceeds from (repayment of) bank loans (2,060) (5,044) (459) 136
-------- -------- -------- --------
18,534 4,405 (947) 344
-------- -------- -------- --------
INVESTING ACTIVITIES
Mineral property, plant and equipment expenditures (9,780) (6,683) (4,609) (885)
Investment and other property expenditures (1,158) (24) (396) (2)
Proceeds from sale of short-term investments -- 256 -- --
Other -- (81) -- 40
-------- -------- -------- --------
(10,938) (6,532) (5,005) (847)
-------- -------- -------- --------
Increase (decrease) in cash and cash equivalents during
the period 6,854 (4,213) (7,779) (1,535)
Cash and cash equivalents, beginning of period 3,331 7,544 17,964 4,866
-------- -------- -------- --------
Cash and cash equivalents, end of period $ 10,185 $ 3,331 $ 10,185 $ 3,331
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURE ON NON-CASH TRANSACTIONS
Exchange of land for equity in a subsidiary $ -- $ 2,800 $ -- $ --
Marketable securities acquired in land exchange -- 500 -- --
Lease of mining equipment 434 -- -- --
Warrants granted pursuant to equity financing -- 27 -- --
Shares issued to purchase a royalty 3,000 -- -- --
Shares issued to purchase a mineral property 1,250 -- -- --
Exchange of marketable securities for ore stockpiles 500 -- 500 --
Shares issued to purchase ore stockpiles 4,000 -- 4,000 --
Shares issued for compensation 253 -- -- --
-------- -------- -------- --------
$ 9,437 $ 3,327 $ 4,500 $ --
======== ======== ======== ========
6
PAN AMERICAN SILVER CORP.
Consolidated Statements of Cash Flows - Indirect Method
(Unaudited - in thousands of U.S. dollars)
TWELVE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31 DECEMBER 31
2002 2001 2002 2001
-------- -------- -------- --------
OPERATING ACTIVITIES
Net income (loss) for the period $(33,658) $ (8,077) $(13,721) $ (4,388)
Items not involving cash
Depreciation and amortization 4,872 4,312 692 1,292
Gain on sale of assets -- (3,523) -- --
Reclamation provision 860 620 215 290
Write-down of mineral property 27,218 -- 12,089 --
Operating cost provisions (658) 529 (789) 820
-------- -------- -------- --------
(1,366) (6,139) (1,514) (1,986)
Changes in non-cash operating working capital items 624 4,053 (313) 954
-------- -------- -------- --------
Cash used by operations (742) (2,086) (1,827) (1,032)
-------- -------- -------- --------
FINANCING ACTIVITIES
Shares issued for cash 22,759 9,789 113 237
Share issue costs (962) (340) (6) (29)
Changes in non-cash working capital items 62 -- -- --
Proceeds from (repayment of) line of credit (1,265) -- (595) --
Proceeds from (repayment of) bank loans (2,060) (5,044) (459) 136
-------- -------- -------- --------
18,534 4,405 (947) 344
-------- -------- -------- --------
INVESTING ACTIVITIES
Mineral property, plant and equipment expenditures (9,612) (6,270) (4,843) (525)
Investment and other property expenditures (1,158) (24) (396) (8)
Changes in non-cash working capital items (168) (413) 234 (354)
Proceeds from sale of short-term investments -- 256 -- --
Other -- (81) -- 40
-------- -------- -------- --------
(10,938) (6,532) (5,005) (847)
-------- -------- -------- --------
Increase (decrease) in cash and cash equivalents for the 6,854 (4,213) (7,779) (1,535)
period
Cash and cash equivalents, beginning of period 3,331 7,544 17,964 4,866
-------- -------- -------- --------
Cash and cash equivalents, end of period $ 10,185 $ 3,331 $ 10,185 $ 3,331
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURE ON NON-CASH TRANSACTIONS
Exchange of land equity in a subsidiary $ -- $ 2,800 $ -- $ --
Marketable securities acquired in land exchange -- 500 -- --
Lease of mining equipment 434 -- -- --
Warrants granted pursuant to equity financing -- 27 -- --
Shares issued to purchase a royalty 3,000 -- -- --
Shares issued to purchase a mineral property 1,250 -- -- --
Exchange of marketable securities for ore stockpiles 500 -- 500 --
Shares issued to purchase ore stockpiles 4,000 -- 4,000 --
Shares issued for compensation 253 -- -- --
-------- -------- -------- --------
$ 9,437 $ 3,327 $ 4,500 $ --
======== ======== ======== ========
7