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 JUNE 30, 1996
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 80112
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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
--- ---
Common Stock Outstanding, $0.01 par value, as of August 9, 1996 - 96,492,424
shares
Total Pages - 14
Exhibit Index Located on Page 12
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
- -------------------------------------------------------------------------------
1996 1995 1996 1995
- -------------------------------------------------------------------------------
Revenues $ 25.6 $ 26.7 $ 51.2 $ 49.4
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Costs and expenses:
Cost of sales 16.5 20.6 35.2 40.3
Depreciation and depletion 6.7 5.3 12.8 10.7
General and administrative 2.3 2.0 5.0 3.8
Exploration 0.8 1.5 1.4 2.2
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Total costs and expenses 26.3 29.4 54.4 57.0
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Loss from operations (0.7) (2.7) (3.2) (7.6)
Interest expense (6.9) (2.9) (12.5) (5.1)
Capitalized interest 5.6 0.7 10.2 1.0
Interest income 0.4 1.1 0.9 2.1
Other (0.9) (0.7) (1.4) (0.9)
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Loss before income taxes (2.5) (4.5) (6.0) (10.5)
Income tax benefit - - - -
- -------------------------------------------------------------------------------
Net loss (2.5) (4.5) (6.0) (10.5)
Preferred stock dividends (1.7) (1.7) (3.4) (3.4)
- -------------------------------------------------------------------------------
Loss attributable to common shares $ (4.2) $ (6.2) $ (9.4) $(13.9)
===============================================================================
Loss per common share $ (.05) $ (.08) $ (.10) $ (.17)
===============================================================================
Weighted average common
shares outstanding 96.5 81.3 96.5 81.3
===============================================================================
The accompanying notes are an integral part of these statements.
2
AMAX GOLD INC.
CONSOLIDATED BALANCE SHEET
(Dollars in millions except share amounts)
(Unaudited)
June 30, December 31,
1996 1995
- -------------------------------------------------------------------------------------------------
ASSETS
Cash and equivalents $ 11.8 $ 25.6
Inventories 31.2 26.6
Receivables 3.0 2.7
Other 16.4 10.3
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Current assets 62.4 65.2
Property, plant and equipment, net 604.5 510.5
Other 36.2 35.4
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Total assets $703.1 $611.1
=================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Cyprus Amax demand loan $ 45.0 $ -
Current maturities of long-term debt 5.8 7.3
Accounts payable, trade 20.0 14.5
Accrued and other current liabilities 23.1 16.2
Reclamation reserve, current portion 3.5 4.8
- -------------------------------------------------------------------------------------------------
Current liabilities 97.4 42.8
Long-term debt 288.2 238.2
Note payable to Cyprus Amax - 5.0
Reclamation reserve, noncurrent portion 12.9 11.1
Deferred income taxes 10.0 10.0
Other 7.3 7.7
- -------------------------------------------------------------------------------------------------
Total liabilities 415.8 314.8
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 $3.75 Series B Convertible Preferred Stock,
issued and outstanding 1,840,000 shares 1.8 1.8
Common stock, par value $.01 per share, authorized
200,000,000 shares, issued and outstanding 96,482,865
shares in 1996 and 96,427,838 shares in 1995 1.0 1.0
Paid-in capital 340.2 339.8
Accumulated deficit (55.7) (46.3)
- -------------------------------------------------------------------------------------------------
Total shareholders' equity 287.3 296.3
- -------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $703.1 $611.1
=================================================================================================
The accompanying notes are an integral part of these statements.
3
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(Unaudited)
Six Months Ended
June 30,
- -------------------------------------------------------------------------------
1996 1995
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Cash Flows from Operating Activities:
Net loss $ (6.0) $(10.5)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and depletion 12.8 10.7
Increase in reclamation reserves 0.5 0.9
Other 0.3 0.8
Increase in working capital items (1.9) (5.9)
- -------------------------------------------------------------------------------
Net cash provided (used) by operating activities 5.7 (4.0)
- -------------------------------------------------------------------------------
Investing Activities:
Capital expenditures (91.7) (60.5)
Loan to joint venture partner (2.0) (10.0)
Capitalized interest (10.2) (1.0)
Proceeds from repayment of loans - 1.2
- -------------------------------------------------------------------------------
Net cash used by investing activities (103.9) (70.3)
- -------------------------------------------------------------------------------
Financing Activities:
Proceeds from financings 95.0 82.8
Repayments of financings (6.5) (11.8)
Deferred financing costs (0.7) (2.5)
Cash dividends paid (3.4) (3.4)
- -------------------------------------------------------------------------------
Net cash provided by financing activities 84.4 65.1
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Net decrease in cash and equivalents (13.8) (9.2)
Cash and equivalents at January 1 25.6 36.7
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Cash and equivalents at June 30 $ 11.8 $ 27.5
===============================================================================
The accompanying notes are an integral part of these statements.
4
AMAX GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying interim unaudited financial statements include all adjustments
which are, in the opinion of management, necessary for a fair presentation.
Results for any interim period are not necessarily indicative of the results
that may be achieved in future periods. The financial information as of this
interim date should be read in conjunction with the financial statements and
notes thereto contained in Amax Gold Inc.'s ("Amax Gold" or the "Company")
Annual Report on Form 10-K for the year ended December 31, 1995. The Company is
currently 51.2 percent owned by Cyprus Amax Minerals Company ("Cyprus Amax").
2. INVENTORIES
Inventories consist of the following (in millions):
June 30, December 31,
1996 1995
- -------------------------------------------------------------------------------
Gold:
Finished goods $ 11.2 $ 10.0
Work-in-process 13.4 11.7
Materials and supplies 6.6 4.9
- -------------------------------------------------------------------------------
$ 31.2 $ 26.6
===============================================================================
3. LONG-TERM DEBT
During the second quarter, the Company borrowed $45 million under a demand loan
facility provided by Cyprus Amax in March 1996 in connection with the
restructuring of certain of the Company's financing arrangements. Through
August 9, 1996, Amax Gold has borrowed an additional $30 million. The Company
pays interest on funds borrowed under this facility at LIBOR plus 2.25 percent.
Amounts outstanding are payable to Cyprus Amax on demand.
In exchange for the guaranty in March 1996 by Cyprus Amax of the Company's $250
million Fort Knox financing and the demand loan facility, the Company will pay
Cyprus Amax a financing and guaranty fee of $10 million and interest
differential payments of 1.75 percent on amounts outstanding under the Fort Knox
financing.
All of these obligations may be paid at the election of Cyprus Amax in either
cash or the Company's Common Stock (subject to approval of the Company's
shareholders), valued at a price per share equal to the average of the closing
prices over a five day period ending prior to the election of Cyprus Amax.
5
4. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis, put and call option
contracts and compound options are entered into from time to time to protect the
Company from the effect of price changes on precious metals sales. As of June
30, 1996, the Company's outstanding hedge contracts were as follows:
Average
Gold Realized Price
Ounces Per Ounce Period
- -------------------------------------------------------------------------------
Forward sales contracts/(1)/ 369,880 $431 July 1996 - Sept. 1996
Option contract:
Purchased put options 711,500 $420 July 1996 - Dec. 2001
Sold put options 236,050 $383 July 1996 - Sept. 1999
Purchased call options 175,000 $435 Feb. 1997 - March 1997
Sold call options 521,400 $436 July 1996 - Dec. 1997
/(1)/ Represents the net forward sales position made primarily on a spot
deferred basis which allows deferral of the delivery of gold ounces to a
later date at a renegotiated gold price.
The market value of the Company's forward contracts and put and call options at
June 30, 1996 was approximately $25.2 million. Future market valuations for
contracts are dependent on gold market prices, option volatility and interest
rates, which can vary significantly. 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.
As a requirement of the Fort Knox financing, the Company entered into interest
rate swap option agreements to reduce the impact of changes in interest rates.
At June 30, 1996, the Company had interest rate swaps and swap option sales
contracts that if exercised between July and September of 1996 would obligate
the Company to pay a fixed rate of 5.96 percent over an average term of 2.2
years on a principal amount of $160 million. Swap options expiring between July
1996 and March 1997 were sold to offset $50 million of swap contracts that if
exercised would reduce the Company's obligation to paying a fixed rate of 6.10
percent on a principal amount of $110 million. The Company also purchased swap
options with the right to pay 6.97 percent over an average term of 2.6 years on
a principal amount of $90 million which expire through 1999. The market value
of the Company's interest rate swap options at June 30, 1996 was approximately
$0.8 million.
5. PENDING ACQUISITIONS FROM CYPRUS AMAX
The Company has agreed to acquire from Cyprus Amax, subject to certain
conditions, its indirect 50 percent interest in the Kubaka Project, located in
the Magadan Region of the Russian Federation. The Kubaka Project is expected to
start up in 1997 at an estimated total capital construction cost of $228
million, which exceeds the original estimate by $46 million.
As of June 30, 1996, Kubaka had been funded through $80 million of equity
contributions from the partners, on a pro rata basis to their ownership
interests, and borrowings of $100 million. Project financing of $100 million
has been provided by the European Bank for Reconstruction and Development and
the U.S. Overseas Private Investment Corporation. Cyprus Amax has informed Amax
Gold that it is pursuing various methods by which the increased costs at Kubaka
may be funded, including the possibility of obtaining additional funding from
the existing lenders. Amax Gold is evaluating the impact of these cost
increases
6
on the project and the acquisition transaction. Subject to satisfactory
resolution of these issues, the Company expects to complete the acquisition
later this year.
In June 1996, the Company and Cyprus Amax announced formation of a joint venture
with several Russian entities to evaluate and, if feasible, develop a
potentially large gold mine in the Ural Mountains of Russia. Contingent on the
results of a feasibility study, expected to commence in 1996, development of the
Vorontsovka deposit could begin as early as 1998 with surface mining operations
commencing in 1999. Cyprus Urals Corporation would own 49 percent and act as
manager during construction and operation of the mine. Cyprus Urals Corporation
will be owned 75 percent by Cyprus Amax and 25 percent by the Company under a
joint exploration agreement established in 1994.
6. 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. 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 current operating mine lives are estimated to be approximately $18 million.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the Company's gold production, production costs,
ounces of gold sold and average realized prices for the periods indicated.
Three Months Ended Six Months Ended
June 30, June 30,
- -------------------------------------------------------------------------------------------------------
1996 1995 1996 1995
- -------------------------------------------------------------------------------------------------------
GOLD PRODUCTION (OUNCES)
Guanaco 23,319 17,335 42,239 37,439
Hayden Hill 26,403 18,775 47,431 36,617
Sleeper 12,301 23,700 31,521 40,996
Wind Mountain - 1,802 - 3,054
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TOTAL GOLD PRODUCTION 62,023 61,612 121,191 118,106
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CASH OPERATING COSTS ($ PER OUNCE OF GOLD PRODUCED)(1)
Guanaco 300 368 323 333
Hayden Hill 239 283 264 286
Sleeper 221 300 224 336
Wind Mountain - 142 - 186
- -------------------------------------------------------------------------------------------------------
AVERAGE CASH OPERATING COSTS 258 309 271 316
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TOTAL CASH COSTS ($ PER OUNCE OF GOLD PRODUCED)(1)
Guanaco 312 379 336 346
Hayden Hill 247 295 272 298
Sleeper 227 308 229 344
Wind Mountain - 165 - 212
- -------------------------------------------------------------------------------------------------------
AVERAGE TOTAL CASH COSTS 268 320 283 327
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TOTAL PRODUCTION COSTS ($ PER OUNCE OF GOLD PRODUCED)(1)
Guanaco $ 472 $ 528 $ 495 $ 494
Hayden Hill 362 399 385 402
Sleeper 293 367 319 405
Wind Mountain - 178 - 223
- -------------------------------------------------------------------------------------------------------
AVERAGE TOTAL PRODUCTION COSTS $ 390 $ 416 $ 406 $ 428
- -------------------------------------------------------------------------------------------------------
OUNCES OF GOLD SOLD 62,070 65,823 124,343 121,815
AVERAGE PRICE PER OUNCE SOLD $ 412 $ 406 $ 412 $ 406
- -------------------------------------------------------------------------------------------------------
(1) Effective January 1, 1996, the Company adopted the Gold Production Cost
Standard developed by the Gold Institute in order to facilitate comparisons
among companies in the gold industry. Cash production costs reported in
prior periods have been restated as cash operating costs and total cash
costs in accordance with the new standard. Cash operating costs calculated
under the new standard include all operating costs (including overhead) at
the mine sites, but exclude royalties, production taxes and reclamation.
Total cash costs include royalties and production taxes, but exclude
reclamation. Total production costs remain unchanged and include
reclamation and depreciation, depletion and amortization.
8
RESULTS OF OPERATIONS
Amax Gold Inc. reported a second quarter 1996 net loss of $2.5 million, or $.05
per share, on revenue of $25.6 million, compared to a 1995 second quarter net
loss of $4.5 million, or $.08 per share, on revenue of $26.7 million. For the
first six months of 1996, the Company reported a net loss of $6.0 million, or
$.10 per share, compared to a net loss of $10.5 million, or $.17 per share, for
the 1995 period. Improved 1996 second quarter and half year results relate
primarily to lower cost of sales and a higher realized selling price.
Amax Gold's average realized price in the second quarter and first six months of
1996 was $412 per ounce compared to $406 per ounce for the 1995 periods. The
average COMEX gold price for the second quarter of 1996 was $390 per ounce
compared to $389 per ounce for the second quarter of 1995. Amax Gold's average
realized price exceeded the average COMEX price in both periods due to the
positive impact of hedge contracts. Gold sales declined to 62,070 ounces during
the second quarter of 1996 from 65,823 ounces in the second quarter of 1995,
primarily due to the timing of shipments. For the first six months of 1996,
revenue and gold sales were approximately 4 percent and 2 percent higher,
respectively, than the first six months of 1995 due to the higher realized price
as well as the timing of shipments.
Gold production totaled 62,023 ounces for the 1996 second quarter compared with
61,612 ounces for the 1995 second quarter due primarily to increased production
at Guanaco and Hayden Hill, partially offset by lower production at Sleeper.
Guanaco and Hayden Hill both set monthly production records during the second
quarter of 1996. As a result of the resolution of crusher throughput problems
at Guanaco, production increased from the 1995 quarter by approximately 35
percent to 23,319 ounces. At Hayden Hill the 41 percent increase in production
for the 1996 second quarter to 26,403 ounces was attributed to processing higher
grade ore and improved recoveries. Although mining was completed at Sleeper
during March 1996 and production has declined from 1995, amounts produced for
the first six months of 1996 were higher than expected and residual leaching is
to expected to continue into 1997. Gold production increased to 121,191 ounces
through June 30, 1996 compared to 118,106 ounces through June 30, 1995. This
increase was also due to higher Guanaco and Hayden Hill production offset by
lower Sleeper production and the absence of production from Wind Mountain.
Cost of sales declined by approximately 20 percent to $16.5 million for the
second quarter of 1996 compared to the 1995 period. The improved cost of sales
was primarily a result of selling low cost Sleeper inventory which resulted from
drawing down an early LIFO layer. In addition, average total cash costs declined
from $320 per ounce for the second quarter of 1995 to $268 per ounce for the
1996 quarter. Guanaco's second quarter 1996 cash costs were $312 per ounce or
$67 per ounce lower than the 1995 quarter. A negotiated reduction in the Guanaco
contract mining fees along with other cost reduction programs and process
innovations were key factors in the decrease. At Hayden Hill the $48 per ounce
improvement to $247 per ounce was attributed to processing higher grade ore and
improved heap leach recoveries. Cash costs at Sleeper also improved over the
1995 quarter by $81 per ounce because of the continued processing of previously
stockpiled ore and recovery of gold without any mining costs as the mine nears
the end of its life.
Start-up problems continue at the Refugio mine and commercial production levels
have not yet been reached. The fine crushing system is currently shut down
pending stabilization of the ground underlying the fine ore storage bin and
completion of related repairs to the fine ore crushing plant. These issues are
being addressed by the prime contractor on the project. As of June 30, 1996
approximately 2.3 million tons of crushed ore have been placed on the leach pad
and the production of finer crushed ore is expected
9
in the near term. The timing of commercial production will depend, among other
things, on the resolution of the stabilization issues surrounding the fine ore
crushing system.
The increase in depreciation and depletion during the quarter of $1.4 million,
or approximately 26 percent, was attributed to higher gold production, the
change in the mix of production from the Company's mines and increased
depreciation and depletion rates at Guanaco and Sleeper. The rate at Sleeper
increased in 1996 due to higher than anticipated capital spending in 1995 while
at Guanaco the rate increased due to a revised mine plan which lowered estimated
future production.
General and administrative expenses of $2.3 million during the second quarter
were $0.3 million higher than the 1995 quarter primarily due to severance
expenses of approximately $0.3 million.
Reduced exploration activities during the second quarter of 1996 resulted in
exploration expenses of $0.8 million, or approximately half of the 1995 second
quarter expenditures. During the second quarter of 1995 the Company spent
approximately $0.9 million on the Cerro Quema and Robertson projects which were
subsequently discontinued.
Interest expense was $6.9 million for the 1996 second quarter compared to $2.9
million for 1995 due to higher average debt balances. Capitalized interest of
$5.6 million for the second quarter of 1996 was substantially higher than the
second quarter of 1995 due to the increase in capital spending as well as a
higher weighted average interest rate. Interest income declined from the 1995
second quarter as a result of reduced funds available for investment.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1996, Cyprus Amax made available to Amax Gold a
demand loan facility to be used primarily to fund additional capital costs at
Fort Knox and for general corporate purposes. The Company borrowed $45 million
under the demand loan facility during the second quarter of 1996. An additional
$30 million has been borrowed under the demand loan facility through August 9,
1996. Amounts due under this facility have been classified as current
liabilities. Cyprus Amax may be paid amounts due as principal, interest and
fees at the election of Cyprus Amax in cash or, following approval by the
Company's stockholders, in the Company's common stock valued at the average
closing price for the five-day period prior to such election.
In order to fund the remaining capital expenditures, Fort Knox working capital
build-up and scheduled debt repayments, the Company anticipates borrowing
additional funds under the Cyprus Amax demand loan facility. Funding will be
provided solely at the discretion of Cyprus Amax. Cyprus Amax has informed Amax
Gold that it intends to make additional needed financing available. Amax Gold
is considering various options for additional third party financing.
For the first six months of 1996, cash generated from operations was $5.7
million while cash used for investing activities was $103.9 million. Cash flows
from operations for the remainder of 1996 are expected to be sufficient to fund
operating and administrative expenses, exploration expenditures and interest
payments on outstanding debt. Due to the classification of amounts due under
the Cyprus Amax demand loan facility as a current liability, the Company's
working capital was negative. Capital expenditures, excluding capitalized
interest, were approximately $88 million at Fort Knox and $3 million at Refugio.
Total capital spending for 1996 excluding Kubaka is projected to be over $200
million.
In October 1995 the Company announced that it would acquire, subject to certain
conditions including stockholder approval, Cyprus Amax's 50 percent share of the
Kubaka project in far eastern Russia. Total
10
capital construction costs are now higher than anticipated at approximately $228
million. Cyprus Amax has informed Amax Gold that it is exploring various methods
by which the increased costs may be funded, and, subject to the satisfactory
resolution of these issues, the Company expects to complete the acquisition
later this year.
Amax Gold paid a regular dividend of $1.875 per preferred share during the first
half of 1996. At June 30, 1996 approximately 96.5 million shares of the
Company's Common Stock were outstanding.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this report
are forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from projected results. In addition,
other written or oral statements which constitute forward-looking statements
have been made and may in the future be made by or on behalf of the Company.
Such forward-looking statements include statements regarding expected
commencement dates of mining or production operations, projected quantities of
future production, and anticipated production rates, costs and expenditures as
well as projected demand or supply for the products the Company produces, which
will affect both sales levels and prices realized by the Company. Factors that
could cause actual results to differ materially include, among others: risks and
uncertainties relating to general domestic and international economic and
political conditions, the cyclical and volatile price of gold, the risks
associated with having or not having hedge contracts, the political and economic
risks associated with foreign operations, unanticipated ground and water
conditions, unanticipated grade and geological problems, metallurgical and other
processing problems, availability of materials and equipment, the timing of
receipt of necessary governmental permits, the occurrence of unusual weather or
operating conditions, force majeure events, lower than expected ore grades, the
failure of equipment or processes to operate in accordance with specifications
or expectations, labor relations, accidents, delays in anticipated start-up
dates, environmental risks, the results of financing efforts and financial
market conditions and other risk factors detailed in the Company's Securities
and Exchange Commission filings. Many of such factors are beyond the Company's
ability to control or predict. Readers are cautioned not to put undue reliance
on forward-looking statements. The Company disclaims any intent or obligation to
update publicly these forward-looking statements, whether as a result of new
information, future events or otherwise.
11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Exhibit Number Exhibit
-------------- -------
(27) Financial Data Schedule
(B) Reports on Form 8-K - None
12
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: August 12, 1995
13