SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
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 1-9620
AMAX GOLD INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1199974
- --------------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employers Identification No.)
incorporation or organization)
9100 EAST MINERAL CIRCLE, ENGLEWOOD, COLORADO 80155
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 643-5500
----------------
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 ___
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Common Stock Outstanding, $0.01 par value, as of November 7, 1995 - 96,411,281
shares
Total Pages - 189
Exhibit Index Located on Page 13
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
- --------------------------------------------------------------------------------------------------
1995 1994 1995 1994
- --------------------------------------------------------------------------------------------------
Revenues $ 23,700 $ 23,700 $ 73,100 $ 75,400
- --------------------------------------------------------------------------------------------------
Costs and operating expenses:
Costs of sales 17,800 21,300 58,100 61,500
Depreciation and depletion 5,600 5,700 16,300 19,100
General and administrative 1,700 1,600 5,300 4,900
- --------------------------------------------------------------------------------------------------
Total costs and operating expenses 25,100 28,600 79,700 85,500
- --------------------------------------------------------------------------------------------------
Gross operating loss (1,400) (4,900) (6,600) (10,100)
Exploration expense (1,300) (2,200) (3,500) (3,600)
- --------------------------------------------------------------------------------------------------
Loss from operations (2,700) (7,100) (10,100) (13,700)
Property holding costs (500) - (1,300) -
Interest expense (2,100) (2,400) (6,200) (7,000)
Interest income and other 400 1,300 2,200 2,300
- --------------------------------------------------------------------------------------------------
Loss before income taxes and cumulative
effect of accounting change (4,900) (8,200) (15,400) (18,400)
Income tax benefit - 1,300 - 2,800
- --------------------------------------------------------------------------------------------------
Loss before cumulative effect of
accounting change (4,900) (6,900) (15,400) (15,600)
Cumulative effect of accounting change,
net of income tax provision of $2,000 - - - 7,500
- --------------------------------------------------------------------------------------------------
Net loss (4,900) (6,900) (15,400) (8,100)
Preferred stock dividends (1,700) - (5,100) -
- --------------------------------------------------------------------------------------------------
Loss attributable to common shares $ (6,600) $ (6,900) $(20,500) $ (8,100)
==================================================================================================
Per common share:
Loss before cumulative
effect of accounting change $ (.08) $ (.09) $ (.25) $ (.21)
Cumulative effect of
accounting change - - - .09
- --------------------------------------------------------------------------------------------------
Net loss $ (.08) $ (.09) $ (.25) $ (.12)
==================================================================================================
Weighted average common
shares outstanding 86,700 79,400 83,100 78,600
==================================================================================================
The accompanying notes are an integral part of these statements.
2
AMAX GOLD INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands except share and per share amounts)
(Unaudited)
September 30, December 31,
1995 1994
- --------------------------------------------------------------------------------------------
ASSETS
Cash and equivalents $ 10,500 $ 36,700
Inventories 27,800 28,600
Receivables 11,700 2,900
Other 9,900 4,500
- --------------------------------------------------------------------------------------------
Current assets 59,900 72,700
Property, plant and equipment, net 440,800 313,300
Other 30,000 17,200
- --------------------------------------------------------------------------------------------
Total assets $530,700 $403,200
============================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, trade $ 14,000 $ 4,000
Accounts payable, affiliates 2,000 600
Accrued and other current liabilities 13,800 15,100
Reclamation reserve, current portion 3,300 2,000
Current maturities of gold and currency financings 3,100 23,900
- --------------------------------------------------------------------------------------------
Current liabilities 36,200 45,600
Long-term portion of gold and currency financings 158,700 83,200
Reclamation reserve, noncurrent portion 11,500 11,100
Deferred income taxes 10,000 10,000
Other 7,900 7,800
- --------------------------------------------------------------------------------------------
Total liabilities 224,300 157,700
Commitments and contingencies - -
Shareholders' equity:
Preferred stock, par value $1.00 per share, authorized
10,000,000 shares, of which 2,000,000 shares have been
designated as Series A Convertible Preferred Stock, no
shares issued and outstanding and 1,840,000 shares have
been designated as Series B Convertible Preferred Stock,
issued and outstanding 1,840,000 1,800 1,800
Common stock, par value $.01 per share, authorized
200,000,000 shares, issued and outstanding 96,402,161
shares in 1995 and 81,267,708 shares in 1994 1,000 800
Paid-in capital 339,600 258,400
Accumulated deficit (36,000) (15,500)
Common stock in treasury, at cost (1,991 shares in 1994) - -
- --------------------------------------------------------------------------------------------
Total shareholders' equity 306,400 245,500
- --------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $530,700 $403,200
============================================================================================
The accompanying notes are an integral part of these statements.
3
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended
September 30,
- --------------------------------------------------------------------------
1995 1994
- --------------------------------------------------------------------------
Cash Flows from Operating Activities
Net loss $ (15,400) $ (8,100)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and depletion 16,300 19,100
Increase in reclamation reserves 1,700 1,800
Cumulative effect of accounting change - (7,500)
Decrease in deferred income taxes - (1,900)
Other (1,000) (800)
Decrease (increase) in working capital items (6,900) 900
- --------------------------------------------------------------------------
Net cash provided (used) by operating activities (5,300) 3,500
- --------------------------------------------------------------------------
Investing Activities
Capital expenditures (138,000) (12,000)
Loan to joint venture partner (10,000) -
Proceeds from repayment of loans 1,200 -
Other - (1,200)
- --------------------------------------------------------------------------
Net cash used by investing activities (146,800) (13,200)
- --------------------------------------------------------------------------
Financing Activities
Issuance of common stock to Cyprus Amax 80,800 -
Proceeds from financings 67,900 72,200
Repayments of financings (13,200) (84,400)
Deferred financing costs (4,500) (2,200)
Cash dividends paid (5,100) -
Net proceeds from sale of preferred stock - 88,300
Other - (4,300)
- --------------------------------------------------------------------------
Net cash provided by financing activities 125,900 69,600
- --------------------------------------------------------------------------
Net increase (decrease) in cash and equivalents (26,200) 59,900
Cash and equivalents at January 1 36,700 7,500
- --------------------------------------------------------------------------
Cash and equivalents at September 30 $ 10,500 $ 67,400
==========================================================================
The accompanying notes are an integral part of these statements.
4
AMAX GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. FINANCIAL STATEMENT ADJUSTMENTS AND FOOTNOTE DISCLOSURES
The accompanying financial statements are unaudited; however, in the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation have been made. These financial statements
should be read in conjunction with the financial statements and related notes
included in the annual report on Form 10-K for Amax Gold Inc. (the "Company")
for the year ended December 31, 1994 on file with the Securities and Exchange
Commission.
As discussed in Notes 1 and 5 to the Company's 1994 financial statements, the
Company changed its method of accounting for the costs of ore loaded on heap
leach pads to record such costs as work-in-process inventory. Previously the
Company had expensed these costs as incurred. Accordingly, all of the 1994
periods were restated to reflect the adoption of this policy as of January 1,
1994 and the Company recognized a $7.5 million benefit (net of an income tax
provision of $2.0 million) relating to the cumulative effect of the accounting
change for periods prior to 1994.
2. RESTRICTED CURRENT ASSETS
The proceeds received from the gold loan described in Note 4 and an equity
contribution made by the Company to Compania Minera Maricunga, the joint venture
company developing the Refugio project, are restricted for development of the
Refugio project. At September 30, 1995, $11.4 million is restricted.
3. INVENTORIES
Inventories consist of the following (in millions):
September 30, December 31,
1995 1994
- --------------------------------------------------------------------------------
Precious metals refined and in-process $ 22.7 $ 21.8
Materials and supplies 5.1 6.8
- --------------------------------------------------------------------------------
$ 27.8 $ 28.6
================================================================================
4. GOLD AND CURRENCY FINANCINGS
The following table summarizes the Company's outstanding debt at September 30,
1995 (in millions):
Current Noncurrent Total
- --------------------------------------------------------------------------------
Gold loans $ - $ 42.5 $ 42.5
Gold leases - 24.0 24.0
Currency borrowings 3.1 87.2 90.3
Borrowings from Cyprus Amax - 5.0 5.0
- --------------------------------------------------------------------------------
$ 3.1 $158.7 $161.8
================================================================================
In February 1995, Compania Minera Maricunga borrowed $85 million denominated in
gold under the Refugio financing arrangement with a group of banks. The
Company's 50 percent share is 111,842 ounces at $380 per ounce. The Company has
entered into various hedging transactions
5
to generate additional revenues associated with these borrowed ounces. Such
additional revenues, $8 per ounce at September 30, 1995, will be recognized as
loan repayments are made.
During the third quarter of 1995, Cyprus Amax converted $80 million borrowed
under a convertible line of credit and $.8 million of related interest into
common stock of the Company. As a result of the conversion, approximately 15
million additional common shares were issued and the line of credit was
terminated. Cyprus Amax ownership in the Company has increased to approximately
51 percent as a result of the conversion.
In October 1995, the Company finalized a loan agreement for $250 million ("the
Fort Knox Loan") to be used for construction of the Fort Knox project and
repayment of certain existing indebtedness. The loan is a six year term loan
with repayments beginning in 1997 and up to $125 million can be drawn in gold.
The loan is collateralized by the assets and production of the Fort Knox and
Hayden Hill properties and the stock of the subsidiaries owning the Guanaco and
Sleeper properties. The loan agreement places restrictions on proceeds of future
equity offerings and borrowing, restricts dividends and requires the Company to
maintain certain net worth and cash flow ratios. In addition, the Company is
required to maintain gold reserve minimums and to hedge a portion of future
production in order to obtain specified cash flows. Interest on the loan will be
calculated at LIBOR for any dollar portion and at the bank's gold base rate for
any gold portion, plus 2.25 percent or 2.00 percent during certain intervals
during the construction phase or plus 1.75 percent after certain completion
tests are passed. The Company has entered into various hedging transactions to
generate additional revenues in anticipation of the portion of the loan to be
drawn in gold. Such additional revenues, $2 per ounce at September 30, 1995,
will be recognized as loan repayments are made.
In conjunction with the Fort Knox development, the Company borrowed $50 million
under a bridge loan facility, which was repaid from proceeds of the Fort Knox
Loan. Approximately $86 million of other currency borrowings and gold leases
being repaid during the fourth quarter of 1995 have been classified as long-term
at September 30, 1995.
In June 1995, the shareholders of the Company approved an extension to December
31, 2001 from April 30, 1997 of a $100 million convertible line of credit from
Cyprus Amax. At September 30, 1995, $5 million was outstanding under the $100
million line of credit. Of the $95 million available under the convertible line
of credit, $25 million has been designated as support for the Refugio Loan and
$70 million as support for the Fort Knox Loan. Upon physical and economic
completion of Refugio, that portion designated as support for the Refugio loan
will be designated as support for the Fort Knox loan.
5. HEDGE CONTRACTS
As of September 30, 1995, the Company's outstanding hedge contracts are as
follows:
Average
Gold Price
Ounces Per Ounce Period
- -----------------------------------------------------------------------------------------
Forward sales contracts/(1)/ 257,150 $430 October 1995 - December 1995
Option contracts:
Purchased put and
compound options 1,016,000 $420 October 1995 - December 2001
Sold put options 166,700 $380 October 1995 - March 1996
Purchased call options 424,800 $424 October 1995 - December 1997
Sold call options 451,200 $426 October 1995 - December 1996
6
/(1)/Represents the net forward sales position which was made primarily on a
spot deferred forward basis which allows the Company to defer the delivery
of gold ounces to a later date at a renegotiated gold price.
The market value of the Company's forward contracts, put and call options and
compound options at September 30, 1995 was approximately $17.8 million. Future
market valuations for these contracts are dependent on gold market prices,
option volatility and interest rates, which can vary significantly. These
contracts will be utilized in the future to hedge against declines in gold
market prices for the Company's future gold production while maintaining
benefits in the event of higher gold market prices.
Interest rate hedge contracts entered into by the Company consist of interest
rate swap options and cap agreements to reduce the impact of changes in interest
rates on its financing facilities. At September 30, 1995, the Company had
purchased interest rate swap options with the right to pay a fixed rate of 6.71
percent at an average term of 4.1 years on a principal amount of $130 million
and sold interest rate swap options with the obligation to pay a fixed rate of
5.90 percent at an average term of 3.6 years on a principal amount of $140
million. Any gains or losses which are realized on these contracts will be
amortized over the life of the related loan agreement.
6. ACQUISITION OF KUBAKA
During October 1995, the Company announced it will acquire, subject to certain
conditions, from Cyprus Amax its 50 percent interest in the Kubaka gold project,
located in the Magadan Region of the Russian Federation. The remaining 50%
interest is held by various Russian entities. The Kubaka project has proven and
probable reserves of approximately 2.5 million ounces of gold. The Company's
share will be 50 percent or 1.25 million ounces.
Additional gold and silver deposits, not classified as reserves, are included in
the acquisition.
The $95 million purchase price will be paid in the Company's common stock with
11.8 million shares at closing and 4.2 million shares upon commencement of
commercial production. The common stock issuable has been valued at $5.9375 per
share, the average closing price for the ten trading days preceding the public
announcement of the agreement. In addition, the Company will pay $10 per ounce
of the Company's pro rata share of any new proven and probable gold reserves in
the event the Company acquires the right to mine other deposits in the Russian
Federation.
The Kubaka project is expected to commence commercial production in the first
quarter of 1997 at a capital cost of $180 million. The project has been funded
to date through $80 million of equity contributions from the partners pro rata
to their ownership interests. Project financing of $100 million is being
provided by the European Bank for Reconstruction and Development and the U.S.
Overseas Private Investment Corporation. Cyprus Amax has provided a completion
guaranty of the financing which will remain in place until the project meets
certain completion tests.
7. COMMITMENTS AND CONTINGENCIES
Reclamation, site restoration and closure costs are accrued on a units-of-
production basis using estimates based upon current federal, state and Chilean
laws and regulations governing the protection of the environment. At September
30, 1995, the Company had accrued $14.8 million for such costs. These laws and
regulations are continually changing and generally becoming more restrictive.
Any changes in these laws and regulations could impact future estimated
reclamation costs. Total reclamation costs for the Company at the end of the
current operating mine lives are estimated to be approximately $18 million.
7
Corrective actions relating to a Clean-up and Abatement Order for water permit
violations at the Hayden Hill mine were substantially completed during October
1995 at a cost of approximately $2.6 million. Additional work to bring the
property into full compliance with water quality permits, consisting of
revegetation, will be performed as weather permits.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the Company's gold production, production costs,
ounces of gold sold and average realized prices for the periods indicated.
Three Months Ended Nine Months Ended
September 30, September 30,
- ---------------------------------------------------------------------------------------------
1995 1994/(3)/ 1995 1994/(3)/
=============================================================================================
GUANACO MINE:
Ounces of gold produced 18,024 10,676 55,462 41,561
Average cost per ounce produced:
Cash production cost/(1)/ $ 355 $ 503 $ 349 $ 404
Depreciation and depletion 149 149 148 146
- ---------------------------------------------------------------------------------------------
Total production cost $ 504 $ 652 $ 497 $ 550
- ---------------------------------------------------------------------------------------------
HAYDEN HILL MINE:
Ounces of gold produced 23,289 17,714 59,906 51,064
Average cost per ounce produced:
Cash production cost/(1)/ $ 235 $ 376 $ 284 $ 397
Depreciation and depletion 87 105 87 105
- ---------------------------------------------------------------------------------------------
Total production cost $ 322 $ 481 $ 371 $ 502
- ---------------------------------------------------------------------------------------------
SLEEPER MINE:
Ounces of gold produced 20,180 24,161 61,176 82,562
Average cost per ounce produced:
Cash production cost/(1)/ $ 350 $ 308 $ 353 $ 267
Depreciation and depletion 50 92 50 92
- ---------------------------------------------------------------------------------------------
Total production cost $ 400 $ 400 $ 403 $ 359
- ---------------------------------------------------------------------------------------------
WIND MOUNTAIN MINE:
Ounces of gold produced 1,242 2,549 4,296 9,140
Average cost per ounce produced:
Cash production cost/(1)/ $ 216 $ 152 $ 221 $ 157
Depreciation and depletion - - - -
- ---------------------------------------------------------------------------------------------
Total production cost $ 216 $ 152 $ 221 $ 157
- ---------------------------------------------------------------------------------------------
TOTAL:
Ounces of gold produced 62,735 55,100 180,840 184,327
Average cost per ounce produced:/(2)/
Cash production cost/(1)/ $ 306 $ 360 $ 326 $ 329
Depreciation and depletion/(2)/ 91 103 91 104
- ---------------------------------------------------------------------------------------------
Total production cost $ 397 $ 463 $ 417 $ 433
=============================================================================================
Ounces of gold sold 58,485 59,289 180,301 188,039
Average price per ounce sold $ 405 $ 400 $ 406 $ 401
=============================================================================================
/(1)/ Cash production costs include all operating costs at the mine sites,
including overhead, and, where applicable, Nevada net proceeds tax,
royalties and credits for silver by-products.
/(2)/ Average costs weighted by ounces of gold produced at each mine.
/(3)/ Restated for a fourth quarter 1994 change in the method of accounting for
heap leach inventory, retroactive to January 1, 1994.
9
RESULTS OF OPERATIONS
The Company recognized a net loss of $4.9 million before dividends of $1.7
million on preferred stock for the third quarter of 1995 compared to a net loss
of $6.9 million during the third quarter of 1994. For the first nine months of
1995, the Company recognized a net loss of $15.4 million before dividends of
$5.1 million on preferred stock, compared to a net loss of $8.1 million for the
first nine months of 1994. The first nine months of 1994 include an after tax
gain of $7.5 million relating to the cumulative effect of a change in accounting
for leach pad inventory. The third quarter and first nine months of 1994 also
include an income tax benefit of $1.3 and $2.8 million, respectively, which
resulted from the drawdown of deferred federal tax liabilities. Results in 1995
do not include any tax benefit because the Company is not assured of utilizing
tax loss carryforwards in future periods.
Revenues for the third quarter of 1995 were the same as revenues in the third
quarter of 1994. Revenues for the first nine months of 1995 decreased by 3
percent compared to the first nine months of 1994. The decrease during the
first nine months of 1995 is the result of lower sales volumes somewhat offset
by higher realized gold prices. The lower sales volume is primarily the result
of lower production at Sleeper which is nearing the end of its mine life.
The Company realized an average selling price of $405 per ounce for the third
quarter of 1995 and $406 per ounce for the first nine months of 1995. This
compares to an average selling price of $400 per ounce for the third quarter of
1994 and $401 per ounce for the first nine months of 1994. Average realized
prices include hedging benefits from closing forward sales contracts and gold
options at prices above market. The average COMEX gold price for the first nine
months of 1995 and 1994 was $384 per ounce.
Costs of sales decreased by 16 percent for the third quarter of 1995 compared to
the third quarter of 1994. For the first nine months of 1995, cost of sales
were 6 percent lower than the first nine months of 1994. On a per ounce sold
basis, cash production costs were $304 and $323, respectively, for the third
quarter and the first nine months of 1995. This compares to $359 for the third
quarter of 1994 and $327 for the first nine months of 1994.
Cash production costs per ounce were significantly lower for the third quarter
of 1995 compared to the third quarter of 1994 while the first nine months of
1995 cash production costs per ounce were approximately the same as for the
first nine months of 1994. The decrease for the third quarter of 1995 was the
result of higher production and lower operating costs at Hayden Hill and higher
production at Guanaco.
At Hayden Hill, production increased by 31 percent during the third quarter of
1995 compared to the third quarter of 1994 resulting from processing of higher
ore grades which increased to .025 ounces per ton during the third quarter of
1995 from .017 ounces per ton during the third quarter of 1994. Processing
higher grade ore is expected to continue through the remainder of 1995.
Operating costs at Hayden Hill decreased by 10 percent during the third quarter
of 1995 compared to the third quarter of 1994, primarily as a result of lower
mining costs due to utilization of existing ore stockpiles, higher silver
credits resulting from the processing of higher grade silver bearing ore, and
reduced overhead spending. At Guanaco, production increased by 69 percent
during the third quarter of 1995 compared to the third quarter of 1994. This
production increase resulted from the processing of higher ore grades which
increased to .071 ounces per ton during the third quarter of 1995 from .040
ounces per ton during the third quarter of 1994. Ore grades at Guanaco are
expected to decline to approximately .040 ounces per ton for the remainder of
1995. The production increase at Guanaco was achieved despite lower crusher
throughput. Performance at Guanaco continues to be disappointing and the
Company is currently seeking ways to improve efficiency, including increasing
reserves, decreasing costs and optimizing mine planning.
10
The lower cash production costs per ounce at Hayden Hill and Guanaco for the
third quarter of 1995 compared to the third quarter of 1994 were somewhat offset
by higher cash production costs per ounce at Sleeper. Production at Sleeper
decreased by 16 percent during the third quarter of 1995 compared to the third
quarter of 1994. This production decrease resulted from lower recoveries of
mill ore processed and lower volumes of leach ore available for processing.
Fluctuations in ore grades, recovery rates and resulting production are expected
as Sleeper nears the end of its mine life.
For the first nine months of 1995, production increases at Hayden Hill and
Guanaco were offset by a production decrease at Sleeper when compared to the
first nine months of 1994. The production increases for Hayden Hill and Guanaco
resulted from the processing of higher grade ores while the production decrease
at Sleeper resulted from processing lower grade mill ore and lower mill recovery
rates.
Depreciation and depletion decreased by $0.1 million during the third quarter of
1995 compared to the third quarter of 1994. This decrease occurred despite an
increase in production during the third quarter of 1995 compared to the third
quarter of 1994 and is the result of lower depletion rates at Sleeper and Hayden
Hill. The rate at Sleeper is lower during 1995 since the number of ounces
expected to be produced over the remaining life of the property has increased.
The Hayden Hill rate declined during 1995 because estimates of capital
expenditures required to produce the remaining ounces have decreased. These
reductions were somewhat offset by the effects of increased production from
Guanaco which has a higher depreciation rate. Depreciation and depletion
decreased by $2.8 million during the first nine months of 1995 compared to the
first nine months of 1994. This decrease is primarily attributable to lower
depletion rates at Sleeper and Hayden Hill.
Exploration expense decreased by $0.9 million for the third quarter of 1995
compared to the third quarter of 1994. The primary reason for the decrease in
1995 was a decrease in exploration activity at the Cerro Quema property in
Panama, an advanced stage exploration project which the Company had an option to
purchase from Cyprus Amax. During the third quarter of 1995, the Company
decided not to purchase the Cerro Quema property. Exploration expense for the
first nine months of 1995 was approximately the same as the first nine months of
1994.
Property holding costs relate to the Company's 62.5 percent joint venture
interest in the Haile gold property. As a result of a dispute with the joint
venture partners, since April 1995 the Company has been paying 100% of the
property holding costs at Haile. During 1994 property holding costs were
capitalized as part of the Company's investment. In 1995, costs are being
expensed.
Interest expense was $0.3 million and $0.8 million lower during the third
quarter and first nine months of 1995 compared to the third quarter and first
nine months of 1994. Decreases occurred in spite of higher interest costs
resulting from increased debt, which were more than offset by capitalized
interest on the Fort Knox and Refugio projects which are presently under
construction.
11
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $23.7 million at September 30, 1995 compared
to $27.1 million at December 31, 1994. During the first nine months of 1995,
the Company had negative cash flow from operations of $5.3 million compared to
cash generated from operations of $3.5 million during the first nine months of
1994. Lower revenues and an increase in working capital items during 1995 are
the primary reasons for the decrease in cash generated from operations. The
majority of the increase in working capital items resulted from increases in the
Company's share of refundable value added taxes of $8.7 million from the Chilean
government for expenditures incurred on the Refugio project. A significant
portion of these taxes were recovered in October 1995.
Cash used for investing activities was $146.8 million for the first nine months
of 1995 compared to $13.2 million for the first nine months of 1994. The
increase in 1995 is the result of development expenditures at the Fort Knox and
Refugio projects which totaled $132 million for the first nine months of 1995.
Additionally, pursuant to terms of the acquisition of the Company's interest in
the Refugio project, the Company loaned $10 million to its joint venture partner
to be held in escrow to support the partner's loan guarantee.
Net financing activities generated cash of $125.9 million for the first nine
months of 1995. During the first nine months, the joint venture company
developing the Refugio project borrowed $85 million drawn in gold under a
project financing arrangement with a group of banks. The Company is severally
liable until completion of the project for its 50 percent share. During the
third quarter of 1995, Cyprus Amax elected to convert the outstanding $80
million plus interest under a convertible line of credit into approximately 15
million shares of common stock of the Company. During October of 1995, the
Company closed on a $250 million commercial financing for Fort Knox. The
Company borrowed $20 million under a related bridge financing arrangement during
September of 1995 and an additional $30 million during October of 1995 which
were repaid with proceeds from the Fort Knox financing during the fourth quarter
of 1995. In addition, in June 1995 the Company borrowed $5 million under a $100
million line of credit from Cyprus Amax. The Company paid dividends to
Preferred Stock shareholders totaling $1.875 per preferred share during the
first nine months of 1995.
Capital expenditures for 1995 are expected to be approximately $205 million
including $142 million at Fort Knox, $55 million for the Company's share at
Refugio and $8 million at operating properties. As discussed above, funding for
Refugio was obtained during the first quarter of 1995 and the Company closed on
a $250 million commercial financing for Fort Knox during October 1995. The
Company is paying down outstanding loans approximating $86 million during the
fourth quarter of 1995 with a portion of the Fort Knox financing.
Cash flows from operations for the remainder of 1995 are expected to be
sufficient to fund operating and administrative expenses, exploration
expenditures and interest payments on outstanding debt. With the finalization
of the Refugio financing and the drawdown of a portion of the Fort Knox
financing during the fourth quarter of 1995 the Company is expected to be able
to satisfy its 1995 capital and debt service requirements. Additional funding,
if any, which may be required during 1996 will need to be met by equity or debt
financing.
As discussed in Note 6 of Item 1, the Company has agreed with Cyprus Amax to
acquire its 50% interest in the Kubaka gold project, subject to certain
conditions. Because the purchase price is payable with Company common stock, the
equity funding has been provided by the partners and financing has been arranged
by Cyprus Amax to complete construction, the Company does not anticipate any
significant funding requirements related to this project.
12
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On October 20, 1995, a purported derivative action was filed in the
Court of Chancery of Delaware on behalf of a purported stockholder of the
Company entitled Harbor Finance Partners v. Allen Born et.al. and v. Amax
Gold, Inc., as nominal defendant, C.A. No. 14637, with respect to the
proposed Kubaka a transaction. The complaint alleges that the individual
defendants have breached their fiduciary duty in connection with the sale
of Cyprus Magadan to Amax Gold, that the price to be paid for Cyprus
Magadan substantially exceeds its fair market value in an arms-length
transaction, and that by agreeing to the transaction, defendants have
wrongfully enabled Cyprus Amax to increase its control over the Company and
have caused the Company to waste its assets. The complaint seeks, among
other things, rescission of the proposed transaction and damages in an
unspecified amount. The Company believes that the complaint is without
merit and intends to defend the matter vigorously.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Exhibit Number Exhibit
-------------- -------
(10.1) Stock Issuance Agreement, dated October 29, 1995,
between Cyprus Amax and the Company
(10.2) Fort Knox Loan Agreement, dated September 31,
1995, between a group of banks and the Company
(10.3) DOCLOC Support Agreement, dated November 3, 1995,
among the banks party to the Fort Knox Loan,
the Company and Cyprus Amax
(27) Financial Data Schedule
(B) Reports on Form 8-K
(1) Dated October 17, 1995, reporting that the Company will
acquire, subject to certain conditions, from Cyprus Amax its
50% interest in the Kubaka gold project, located in the
Magadan region of the Russian Federation.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMAX GOLD INC.
By /s/ David L. Mueller
-------------------------------------------
David L. Mueller
Vice President and Controller
(principal accounting officer)
Dated: November 7, 1995
14
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
(10.1) Stock Issuance Agreement, dated October 29, 1995,
between Cyprus Amax and the Company
(10.2) Fort Knox Loan Agreement, dated September 31,
1995, between a group of banks and the Company
(10.3) DOCLOC Support Agreement, dated November 3, 1995,
among the banks party to the Fort Knox Loan,
the Company and Cyprus Amax
(27) Financial Data Schedule