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, 1997
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 Employer Identification No.)
incorporation or organization)
9100 EAST MINERAL CIRCLE,
ENGLEWOOD, COLORADO 80112
- ------------------------------------------- -----------------------------
(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 12, 1997 - 114,778,792
shares
Total Pages - 464
Exhibit Index Located on Pages 12-13
1
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,
- -----------------------------------------------------------------------------------------------------------
1997 1996 1997 1996
- -----------------------------------------------------------------------------------------------------------
Revenues $ 73.3 $25.6 $111.7 $ 51.2
- -----------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 43.2 19.8 68.4 40.5
Depreciation and depletion 25.1 6.7 36.5 12.8
General and administrative 2.0 2.3 3.9 5.0
Exploration 1.5 0.8 2.3 1.4
- -----------------------------------------------------------------------------------------------------------
Total costs and expenses 71.8 29.6 111.1 59.7
- -----------------------------------------------------------------------------------------------------------
Income (loss) from operations 1.5 (4.0) 0.6 (8.5)
Interest expense (10.3) (6.9) (19.7) (12.5)
Capitalized interest - 5.6 4.2 10.2
Interest income 0.6 0.4 0.9 0.9
Other (0.9) (0.9) (1.2) (1.4)
- -----------------------------------------------------------------------------------------------------------
Loss before income tax expense and cumulative
effect of accounting change (9.1) (5.8) (15.2) (11.3)
Income tax expense (0.1) - (0.1) -
- -----------------------------------------------------------------------------------------------------------
Loss before cumulative effect of
accounting change (9.2) (5.8) (15.3) (11.3)
Cumulative effect of accounting change - - 4.5 -
- -----------------------------------------------------------------------------------------------------------
Net loss (9.2) (5.8) (10.8) (11.3)
Preferred stock dividends (1.7) (1.7) (3.4) (3.4)
- -----------------------------------------------------------------------------------------------------------
Loss attributable to common shares $(10.9) $(7.5) $(14.2) $(14.7)
===========================================================================================================
Per common share:
Loss before cumulative effect of
accounting change $ (.11) $(.08) $ (.18) $ (.15)
Cumulative effect of accounting change - - .04 -
----------------------------------------------------------------------------------------------------------
Loss per common share $ (.11) $(.08) $ (.14) $ (.15)
===========================================================================================================
Weighted average common
shares outstanding 103.6 96.5 101.5 96.5
===========================================================================================================
The accompanying notes are an integral part of these statements.
2
AMAX GOLD INC.
CONSOLIDATED BALANCE SHEET
(Dollars in millions except share amounts)
June 30,
1997 December 31,
(Unaudited) 1996
- -----------------------------------------------------------------------------------------------------------
ASSETS
Cash and equivalents, including restricted cash
of $4.7 million at June 30, 1997 $ 22.2 $ 11.1
Inventories 60.4 28.5
Receivables 30.5 3.2
Other 19.7 17.9
- -----------------------------------------------------------------------------------------------------------
Current assets 132.8 60.7
Property, plant and equipment, net 757.9 667.1
Other 29.4 34.4
- -----------------------------------------------------------------------------------------------------------
Total assets $ 920.1 $762.2
===========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Cyprus Amax demand loan $ 72.7 $130.0
Current maturities of long-term debt 73.3 39.3
Accounts payable, trade 37.2 14.7
Accrued and other current liabilities 32.2 23.8
Reclamation reserve, current portion 5.6 4.5
- -----------------------------------------------------------------------------------------------------------
Current liabilities 221.0 212.3
Long-term debt 383.4 272.6
Reclamation reserve, noncurrent portion 10.3 11.2
Other 6.5 6.7
- -----------------------------------------------------------------------------------------------------------
Total liabilities 621.2 502.8
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 114,768,955
shares in 1997 and 99,308,979 shares in 1996 1.1 1.0
Paid-in capital 408.3 355.7
Accumulated deficit (104.7) (90.5)
Unearned equity-financing costs (7.6) (8.6)
- -----------------------------------------------------------------------------------------------------------
Total shareholders' equity 298.9 259.4
- -----------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 920.1 $762.2
===========================================================================================================
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,
- ------------------------------------------------------------------------------------
1997 1996
- ------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net loss $(10.8) $ (11.3)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and depletion 36.5 12.8
Cumulative effect of accounting change (4.5) -
Increase in reclamation reserves 0.2 0.5
Increase in working capital items 0.1 3.4
Other 0.3 0.3
- ------------------------------------------------------------------------------------
Net cash provided by operating activities 21.8 5.7
- ------------------------------------------------------------------------------------
Investing Activities:
Capital expenditures (17.0) (91.7)
Capitalized interest (4.2) (10.2)
Loan to joint venture partner - (2.0)
- ------------------------------------------------------------------------------------
Net cash used by investing activities (21.2) (103.9)
- ------------------------------------------------------------------------------------
Financing Activities:
Proceeds from financings 90.7 95.0
Repayments of financings (82.7) (6.5)
Deferred financing costs (1.1) (0.7)
Cash acquired in connection with
purchase of Kubaka investment 7.0 -
Cash dividends paid (3.4) (3.4)
- ------------------------------------------------------------------------------------
Net cash provided by financing activities 10.5 84.4
- ------------------------------------------------------------------------------------
Net increase (decrease) in cash and equivalents 11.1 (13.8)
Cash and equivalents at January 1 11.1 25.6
- ------------------------------------------------------------------------------------
Cash and equivalents at June 30 $ 22.2 $ 11.8
====================================================================================
Non-cash Transaction:
Issuance of common stock for purchase of
Kubaka investment, net of cash acquired:
Working capital, other than cash $ (10.3) $ -
Property, plant and equipment (114.2) -
Debt 79.5 -
- ------------------------------------------------------------------------------------
$ (45.0) $ -
====================================================================================
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, 1997
(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, 1996. The Company is
currently approximately 58.8 percent owned by Cyprus Amax Minerals Company
("Cyprus Amax").
2. CHANGE IN ACCOUNTING POLICIES
During the first quarter of 1997 Amax Gold elected to change its method of
accounting for inventory from the last-in-first-out (LIFO) method to a three-
month rolling average method. In accordance with generally accepted accounting
principles when changing from the LIFO method, prior years' results have been
restated to reflect the effect of this change in policy. The effect of this
restatement on the second quarter and first six months of 1996 was to increase
the previously reported net loss by $3.3 million, or $.03 per share and $5.3
million, or $.05 per share, respectively. Additionally, as of January 1, 1997,
the Company changed its accounting policy to include depreciation and depletion
in inventory, which has the effect of recording depreciation and depletion
expense in the statement of operations as gold is sold rather than as it is
produced. The cumulative effect of this accounting change is a $4.5 million
reduction of the net loss as of January 1, 1997. On a pro forma basis this
change would have reduced the 1996 second quarter and first six months net loss
by $0.2 million and $0.3 million, respectively. Both accounting changes were
made in order to better match current costs with revenues and to conform with
prevailing gold industry practice.
3. INVENTORIES
Inventories consist of the following (in millions):
June 30, December 31,
1997 1996
- --------------------------------------------------------------------------------
Gold:
Finished goods $23.4 $16.7
Work-in-process 4.1 3.1
Materials and supplies 32.9 8.7
- --------------------------------------------------------------------------------
$60.4 $28.5
================================================================================
4. LONG-TERM DEBT
During the second quarter, the Company completed a $71 million tax-exempt
industrial revenue bond financing for the solid waste disposal facility at the
Fort Knox mine. The 12-year variable rate bonds were issued by the Alaska
Industrial Development and Export Authority and are backed by a letter of credit
guaranteed by Cyprus Amax. The Company's interest rate on the bonds is
currently approximately 4.7 percent and an additional 1.75 percent interest
differential is paid to Cyprus Amax as a guaranty fee. Amax Gold has agreed to
reimburse Cyprus Amax for any payments made or costs incurred under the
guaranty.
5
The Company received proceeds of approximately $66.3 million with the remaining
approximately $4.7 million maintained in an interest-bearing escrow account that
becomes available to the Company over the next three years as additional funds
are spent on the solid waste disposal facility. Proceeds were used to repay
amounts borrowed under the Cyprus Amax demand loan facility. See Note 6 for
discussion of the debt related to the Kubaka mine.
The Company borrowed $2.6 million and repaid $72.2 million during the second
quarter of 1997 under the Cyprus Amax demand loan facility, with a total of
$72.7 million outstanding under this facility as of June 30, 1997. The Company
pays interest on amounts outstanding at LIBOR plus 2.25 percent. Amounts
outstanding are payable to Cyprus Amax on demand in cash or, at the election of
Cyprus Amax, in shares of common stock of the Company, valued at the average
closing price over the five days before such election.
5. 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, 1997, the Company's outstanding hedge contracts were as follows:
Average
Gold Realized Price
Ounces Per Ounce Period
- --------------------------------------------------------------------------------
Forward sales contracts/(1)/ 252,300 $432 July 1997 - Jan. 1998
Option contracts:
Purchased put options 897,200 $377 July 1997 - Dec. 2000
Sold put options 348,200 $357 July 1997 - Sept. 1999
Purchased call options 565,000 $392 Dec. 1997 - Dec. 1998
Sold call options 131,000 $380 July 1997 - 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, 1997 was approximately $31.3 million. Market valuations for contracts
are dependent on gold prices, option volatility and interest rates, which can
vary significantly. Contracts will be utilized in the future to hedge against
declines in gold prices for the Company's future gold production while
maintaining benefits in the event of higher gold 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, 1997, the Company had interest rate swaps and swap option sales
contracts that if exercised between July and September 1997 would obligate the
Company to pay a fixed rate of 6.11 percent over an average term of 1.1 years on
a principal amount of $152 million. The Company also purchased swap options
with the right to pay 6.95 percent over an average term of 1.6 years on a
principal amount of $192 million which expire through 1999. The market value of
the Company's interest rate swap options at June 30, 1997 was approximately $0.1
million. Due to the requirements of the Fort Knox financing, the Company does
not expect to close these contracts.
6
6. KUBAKA ACQUISITION
During May 1997, the Company completed the acquisition of a Cyprus Amax
subsidiary which owns 50 percent of Omolon Gold Mining Company (Omolon). Omolon
owns and operates the Kubaka gold mine, located in Far East Russia. Kubaka
poured its first gold in February 1997 and achieved commercial production
effective June 1, 1997. The project is expected to be completed at a total
capital cost of approximately $228 million.
Under terms of the transaction, Cyprus Amax received a total of approximately
15.4 million shares of Amax Gold common stock, increasing Cyprus Amax's
ownership of Amax Gold to approximately 58.8 percent. Additional Amax Gold
common stock may be issued to Cyprus Amax in the future if more reserves are
discovered in Russia outside of the Kubaka concession area.
The Kubaka acquisition has been recorded as a transfer between companies under
common control which requires the transfer of the assets and liabilities
acquired at their net book values. Approximately $114.2 million in property,
plant and equipment and $17.3 million in net working capital were acquired,
offset by the assumption of $79.5 million in debt and the issuance of $52
million in equity.
As of June 30, 1997, Kubaka has been funded through $86 million of equity
contributions from the partners, on a pro rata basis to their ownership
interests, and borrowings of $159 million. Project financing of $130 million
was provided by the European Bank for Reconstruction and Development and the
U.S. Overseas Private Investment Corporation while a bank licensed to do
business in Russia provided $14 million in subordinated debt and a $15 million
working capital line of credit. Interest on the project financing is variable
based upon LIBOR and currently is approximately 9 percent with final maturity in
December 2001. The subordinated debt and working capital line of credit also
have variable interest rates based on LIBOR which are both currently
approximately 12 percent. The subordinated debt does not have a defined term
for repayment but will be repaid out of available cash while the working capital
line of credit expires in April 1998. These financings are guaranteed by Cyprus
Amax and the Company agreed to reimburse Cyprus Amax under certain circumstances
for guaranty payments. As a guaranty fee for the subordinated debt and the
working capital line of credit, Cyprus Amax receives a portion of the interest.
Omolon also is seeking to arrange additional working capital financing.
Accounts payable includes approximately $22 million of advances to Omolon by
Cyprus Amax for which Amax Gold agreed to reimburse Cyprus Amax under certain
circumstances, offset in part by approximately $11 million in accounts
receivable, the net amount the Company would expect to receive.
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
applicable foreign 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 $34 million.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the Company's gold production, production costs,
ounces of gold sold and average realized prices for the periods indicated.
Three Months Ended Six Months Ended
June 30, June 30,
- --------------------------------------------------------------------------------------------------------------------------
1997 1996 1997 1996
- --------------------------------------------------------------------------------------------------------------------------
GOLD PRODUCTION (OUNCES)/(1)/
Fort Knox 94,831 - 124,055 -
Kubaka 17,432 - 17,432 -
Refugio 18,376 - 44,306 -
Guanaco 32,018 23,319 57,887 42,239
Hayden Hill 29,836 26,403 52,047 47,431
Sleeper - 12,301 - 31,521
- --------------------------------------------------------------------------------------------------------------------------
TOTAL GOLD PRODUCTION 192,493 62,023 295,727 121,191
- --------------------------------------------------------------------------------------------------------------------------
CASH OPERATING COSTS ($ PER OUNCE OF GOLD PRODUCED)/(2)/
Fort Knox $ 170 $ - $ 172 $ -
Kubaka 137 - 137 -
Refugio 305 - 272 -
Guanaco 199 300 222 323
Hayden Hill 185 239 207 264
Sleeper - 221 - 224
- --------------------------------------------------------------------------------------------------------------------------
AVERAGE CASH OPERATING COSTS $ 187 $ 258 $ 201 $ 271
- --------------------------------------------------------------------------------------------------------------------------
TOTAL CASH COSTS ($ PER OUNCE OF GOLD PRODUCED)/(2)/
Fort Knox $ 170 $ - $ 172 $ -
Kubaka 160 - 160 -
Refugio 324 - 289 -
Guanaco 212 312 235 336
Hayden Hill 193 247 215 272
Sleeper - 227 - 229
- --------------------------------------------------------------------------------------------------------------------------
AVERAGE TOTAL CASH COSTS $ 194 $ 268 $ 209 $ 283
- --------------------------------------------------------------------------------------------------------------------------
TOTAL PRODUCTION COSTS ($ PER OUNCE OF GOLD PRODUCED)/(2)/
Fort Knox $ $ $342 $ - $ 344 $ -
Kubaka 260 - 260 -
Refugio 420 - 385 -
Guanaco 346 472 369 495
Hayden Hill 285 362 308 385
Sleeper - 293 - 319
- --------------------------------------------------------------------------------------------------------------------------
AVERAGE TOTAL PRODUCTION COSTS $ 337 $ 390 $ 342 $ 406
- --------------------------------------------------------------------------------------------------------------------------
OUNCES OF GOLD SOLD 195,971 62,070 295,049 124,34
AVERAGE PRICE PER OUNCE SOLD $ 374 $ 412 $ 379 $ 412
- --------------------------------------------------------------------------------------------------------------------------
/(1)/ Commercial production commenced at Kubaka on June 1, 1997, at Fort Knox on
March 1, 1997 and at Refugio on October 1, 1996. Consolidated total cash
costs exclude the impact of the write-down of heap leach inventories at
Guanaco in 1996. Mining at Guanaco is expected to be completed during the
third quarter of 1997 and mining at Hayden Hill is expected to be
completed during the fourth quarter of 1997, with residual leaching at
both mines continuing through mid-year 1998. Mining at Sleeper was
completed in September 1996.
/(2)/ Cash operating costs at the mine sites including overhead, net of credits
for silver by-products. Total cash costs include cash operating costs plus
royalties and applicable production taxes. Total production costs include
total cash costs plus reclamation and depreciation and depletion.
8
RESULTS OF OPERATIONS
Amax Gold Inc. reported a second quarter 1997 net loss of $9.2 million, or $.11
per share, on revenue of $73.3 million compared with a second quarter 1996 net
loss of $5.8 million, or $.08 per share, on revenue of $25.6 million.
For the first six months of 1997, the Company had a net loss of $10.8 million,
or $.14 per share, on revenue of $111.7 million compared with a net loss of
$11.3 million, or $.15 per share, on revenue of $51.2 million, for the 1996
period. Excluding the $4.5 million cumulative effect of a first quarter
inventory accounting change, the Company's net loss for the first six months of
1997 was $15.3 million, or $.18 per share. The increased loss was primarily
attributed to higher interest expense and lower realized gold prices which more
than offset significant improvements in costs. See Note 2 for further
discussion of the changes in accounting policies during the first quarter of
1997.
The Company's operating income was $1.5 million for the second quarter of 1997
compared with an operating loss of $4.0 million in the 1996 second quarter.
Significantly lower cash costs of $194 per ounce coupled with higher production
and sales during the second quarter of 1997 resulted in improved operating
earnings.
During the second quarter of 1997, the Company completed the acquisition of the
Kubaka mine in Far East Russia from Cyprus Amax. See Note 6 for further
discussion of the acquisition.
Amax Gold's average realized price for the second quarter and the first six
months of 1997 was $374 per ounce and $379 per ounce, respectively, compared
with $412 per ounce for the comparable 1996 periods. This compares with an
average market gold price of $343 per ounce and $348 per ounce for the second
quarter and first six months of 1997. Revenues increased significantly during
the second quarter of 1997 due to higher gold sales attributed to commercial
production at Fort Knox, Kubaka and Refugio, partially offset by the absence of
production from the Sleeper mine, which is now in reclamation.
Gold production was a record 192,493 ounces for the second quarter of 1997, more
than triple the 62,023 ounces produced in the 1996 second quarter. Production at
Fort Knox, Kubaka and Refugio totaled 130,639 ounces. Fort Knox and Kubaka are
both proceeding through start-up more smoothly than expected and mill throughput
and grade at both mines have exceeded expectations. Mining operations were
suspended at Refugio for several weeks during June and July due to unusually
heavy snow and high winds at the mine, which is located at over 14,000 feet
above sea level. As a result, quarterly production decreased to 18,376 ounces
for the Company's account compared with 25,930 ounces during the first quarter
of 1997. Abnormal weather conditions at Refugio have continued and it is
anticipated that third quarter results at Refugio will be adversely impacted as
well. Guanaco and Hayden Hill both reported increased production and lower cash
costs compared with the 1996 second quarter. Guanaco produced 32,018 ounces in
the second quarter of 1997, a 37 percent increase over the 1996 second quarter,
primarily due to significantly higher grades and improved crusher throughput.
Hayden Hill's second quarter production of 29,836 ounces was 13 percent higher
than the second quarter of 1996 primarily due to higher grades. Both Hayden
Hill and Guanaco are expected to complete mining during 1997 with residual
leaching continuing into 1998.
The Company's second quarter 1997 cost of sales as a percentage of revenue
decreased to 59 percent compared with 77 percent for the prior year's second
quarter, reflecting lower average cash costs. Average total cash costs were
reduced by nearly 28 percent to $194 per ounce for the second quarter of 1997
from $268 per ounce in the second quarter of 1996. Fort Knox's cash costs of
$170 per ounce for the 1997 second quarter continue to outperform expectations
as crusher and mill throughput and grade have been
9
higher than anticipated. Kubaka's cash costs of $160 per ounce for the first
month of commercial operations are also lower than anticipated as a result of
higher grades and mill throughput. Refugio's cash costs for the quarter were
$324 per ounce, which is higher than the prior two quarters, primarily due to
the adverse impact of the abnormal winter weather and certain operating
inefficiencies. Guanaco's cash costs of $212 per ounce improved $100 per ounce
compared with the 1996 second quarter and Hayden Hill's cash costs improved by
nearly 22 percent to $193 per ounce, both due to increased production.
Depreciation and depletion increased to $25.1 million during the second quarter
of 1997 primarily as a result of the additional Fort Knox, Kubaka and Refugio
production, partially offset by lower depreciation and depletion rates at
Guanaco and Hayden Hill.
Lower general and administrative expenses of $2.0 million for the 1997 second
quarter were primarily attributed to reduced salaries and benefits, which
resulted from a second quarter 1996 corporate reorganization.
Second quarter 1997 exploration expense of $1.5 million were nearly double
second quarter 1996 expense of $0.8 million. The increase was due to drilling
programs at the Company's Kubaka and Refugio mines, as well as increased
spending on several Canadian prospects. Based on 1997 drilling results to date,
the Company expects to evaluate reserve or resource additions at Fort Knox and
Refugio.
Interest expense of $10.3 million for the second quarter of 1997, a 49 percent
increase over the 1996 second quarter, was attributed to higher debt balances
necessary to complete construction of the Fort Knox mine, coupled with one month
of interest on $79.5 million in debt relating to the Kubaka construction. No
interest was capitalized during the second quarter of 1997 due to the completion
of the Company's construction projects.
LIQUIDITY AND CAPITAL RESOURCES
Amax Gold's cash flow from operations for the first six months of 1997 more than
tripled to $21.8 million compared with $5.7 million for the comparable 1996
period. The increased cash flow was primarily attributed to the addition of
Fort Knox, Kubaka and Refugio as well as lower total cash costs.
Completion of the Company's construction projects resulted in capital spending
of $17.0 million for the first six months of 1997, a significant reduction from
the $91.7 million in capital spending for the comparable 1996 period. Capital
spending, excluding capitalized interest, at Fort Knox totaled approximately
$9.0 million for the first six months of 1997 for a total project cost of about
$345 million, approximately $25 million below the revised capital cost estimates
announced in April 1996. The Kubaka mine is expected to be completed within its
revised capital budget of $228 million, also announced in April 1996. Capital
spending for the remainder of 1997 is expected to be approximately $10 million,
split about evenly at Fort Knox and Refugio.
Net financing activities generated $55.5 million during the first six months of
1997. During the second quarter of 1997, the Company borrowed $2.6 million
under the Cyprus Amax demand loan facility and repaid $72.2 million, reducing
outstanding borrowings under the demand loan at June 30, 1997, to $72.7 million.
In May 1997, the Company completed a $71 million tax-exempt industrial revenue
bond financing for the solid waste disposal facility at the Fort Knox mine.
Proceeds were used to repay amounts borrowed for construction of the Fort Knox
facilities under the Cyprus Amax demand loan facility. The Company currently has
available approximately $100 million under the Cyprus Amax demand loan facility.
10
Depending upon future gold prices, cash flow from operations for the remainder
of 1997 is expected to be sufficient to fund the Company's remaining cash needs,
including scheduled third-party debt service, subject to further declines in
gold prices. The Company is currently considering various options to restructure
its debt and capital, which could include accessing public debt and equity
markets. The Company is also reviewing business combination possibilities.
Amax Gold paid regular dividends of $1.875 on the $3.75 Series B Convertible
Preferred Stock during the first half of 1997. At June 30, 1997, approximately
114.8 million shares of the Company's Common Stock were outstanding.
Statement of Financial Accounting Standards (SFAS) No. 128, Earning Per Share,
was issued in February 1997. SFAS No. 128 replaces the presentation of primary
earnings per share with a presentation of basic earnings per share. It
requires a reconciliation of the numerator and denominator of the basic earnings
per share computation. Basic earnings per share excludes dilution and is
computed by dividing income available to common shareholders by the weighted
average number of common share outstanding for the period. For the six months
ended June 30, 1997, basic earnings per share would be the same as primary
earnings per share presented.
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. Such forward-
looking statements include statements regarding expected dates for commencement
of mining, gold production, projected quantities of future gold production,
estimated reserves and recovery rates, anticipated production rates, costs and
expenditures, prices realized by the Company, expected future cash flows,
anticipated financing needs, growth plans and sources of financing and repayment
alternatives and the effect of possible business combinations. 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 political and
economic risks associated with foreign operations, cost overruns, construction
delays, 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 and approvals, 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. Refer to the Risk Factors on pages 7 to 13 of
Amendment No. 1 to the Company's Registration Statement on Form S-3 (No. 333-
22598) as filed with the Securities and Exchange Commission on March 26, 1997,
for a more detailed discussion of risks. 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 1. LEGAL PROCEEDINGS
The purported stockholder derivative action titled Harbor Finance
--------------
Partners V. Allen born, et al has been settled, pending approval of
-----------------------------
the Court of Chancery of Delaware. In connection with the settlement,
the number of shares of Common Stock issued by the Company in
connection with the Kubaka transaction was reduced by approximately
600,000.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Exhibit
-------------- -------
(10.1) Loan Agreement, dated as of May 1, 1997,
between Alaska Development Export Authority
and Fairbanks Gold Mining, Inc.;
Reimbursement Agreement, dated as of May 1,
1997, between Fairbanks Gold Mining, Inc. and
Union Bank of Switzerland, New York Branch;
Guaranty, dated May 22, 1997, of Cyprus Amax
in favor of Union Bank of Switzerland, New
York Branch; and Reimbursement Agreement,
dated May 22, 1997, of the Company in favor
of Cyprus Amax.
(10.2) Finance Agreement, dated as of June 30, 1995,
between Omolon and Overseas Private
Investment Corporation ("OPIC"); First
Amendment to Finance Agreement, dated as of
April 22, 1996, between Omolon Gold Mining
Company and OPIC, amending the Finance
Agreement dated June 30, 1995 between Omolon
and OPIC; and Second Amendment to Finance
Agreement, dated as of January 28, 1997,
between Omolon and OPIC, amending the Finance
Agreement dated June 30, 1995 between Omolon
and OPIC.
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(10.3) Loan Agreement, dated as of June 30, 1995,
between Omolon and European Bank for
Reconstruction and Development ("EBRD");
Amendment Agreement to Loan Agreement, dated
November 7, 1995, between Omolon and EBRD,
amending the Loan Agreement dated June 30,
1995 between Omolon and EBRD; Second
Amendment Agreement to Loan Agreement, dated
April 22, 1996, between Omolon and EBRD,
amending the Loan Agreement dated June 30,
1995 between Omolon and EBRD; and Third
Amendment to Loan Agreement, dated November
20, 1996, between Omolon and EBRD, amending
the Loan Agreement dated as of June 30, 1995
between Omolon and EBRD.
(10.4) Support Agreement, dated as of August 30,
1995, among Omolon, Cyprus Amax, Cyprus
Magadan Gold Corporation, EBRD and OPIC; and
Amendment Agreement to Support Agreement,
dated as of January 28, 1997 among Omolon,
Cyprus Amax, Cyprus Magadan Gold Corporation
and EBRD, amending the Support Agreement
dated as of August 30, 1995 among the
parties.
(10.5) Guaranty Agreement, dated as of August 30,
1995, among Cyprus Amax, EBRD and OPIC; and
Amendment Agreement to Cyprus Amax Guaranty,
dated January 30, 1997, among Cyprus Amax,
EBRD and OPIC, amending the Guaranty
Agreement dated as of August 30, 1995 among
the parties.
(10.6) Loan Agreement, dated as of November 29,
1996, between Omolon and ABN Amro Bank
(Moscow) Ltd.; and Guaranty and Indemnity
Agreement, dated as of November 26, 1996, by
Cyprus Amax in favor of ABN Amro Bank NV.
(10.7) Agreement, dated April 8, 1997, between
Omolon Gold Mining Company and ABN Amro Bank
(Moscow) Ltd.; and Guaranty and Indemnity
Agreements, dated as of April 1, 1997, by
Cyprus Amax in favor of ABN Amro Bank N.V.
(10.8) Third Amendment Agreement, dated as of March
24, 1997, among the Company, Fairbanks Gold
Mining, Inc., Guanaco Mining Company, Inc.,
Lassen Gold Mining, Inc., Melba Creek Mining,
Inc., Nevada Gold Mining, Inc. and a group of
banks, amending the Term Loan Agreement dated
October 31, 1995 among the parties.
(27) Financial Data Schedule
(b) Reports on Form 8-K - None
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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/ Leland O. Erdahl
----------------------------------
Leland O. Erdahl
Vice President and Chief Financial Officer
(principal accounting officer)
Dated: August 13, 1997
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