FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1999 Commission File Number 1-10040
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CYPRUS AMAX MINERALS COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 36-2684040
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9100 East Mineral Circle, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
(303) 643-5000
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(Registrant's telephone number, including area code)
No Change
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(Former name, address, and former fiscal year,
if changed since last report)
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
--- ---
Number of shares of common stock outstanding as of August 3, 1999, was
90,454,100 shares.
This report contains 27 pages.
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In Millions Except Per Share Data)
(Unaudited) (Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
----------------- ----------------
1999 1998 1999 1998
------- ------- ------- ------
Revenue $ 278 $ 434 $ 561 $ 870
------ ------ ------ ------
Costs and Expenses
Cost of Sales 208 299 428 607
Selling and Administrative Expenses 17 47 34 69
Depreciation, Depletion, and Amortization 52 74 104 147
Write-Downs and Special Charges - 4 - 4
Exploration Expense 4 15 8 25
------ ------ ------ ------
Total Costs and Expenses 281 439 574 852
------ ------ ------ ------
Income (Loss) from Operations (3) (5) (13) 18
Other Income (Expense)
Interest Income 3 4 7 7
Interest Expense (35) (43) (69) (88)
Capitalized Interest 2 - 2 1
Equity Investments and Other (8) (2) (18) (2)
------ ------ ------ ------
Loss Before Income Taxes and
Minority Interest (41) (46) (91) (64)
Income Tax Benefit 6 9 14 10
Minority Interest (1) 1 - 1
------ ------ ------ ------
Net Loss from Continuing Operations (36) (36) (77) (53)
Income from Operations of Discontinued
Domestic Coal Division, Net of Applicable Taxes
of $4 and $7 for the six months ended 1999
and 1998, respectively 1 - 16 21
Loss on Disposal of Domestic Coal Division,
Net of Applicable Taxes of $16 (13) - (13) -
------ ------ ------ ------
Net Loss (48) (36) (74) (32)
Preferred Stock Dividends (5) (5) (9) (9)
------ ------ ------ ------
Loss Applicable to Common Shares $ (53) $ (41) $ (83) $ (41)
====== ====== ====== ======
Earnings (Loss) Per Common Share
Basic and Diluted/(1)/:
Loss from Continuing Operations $ (.45) $ (.44) $ (.95) $ (.67)
Earnings (Loss) from Operations of Discontinued
Domestic Coal Division, Net of Taxes $ (.13) $ - $ .03 $ .23
------ ------ ------ ------
Net Loss Per Common Share $ (.58) $ (.44) $ (.92) $ (.44)
====== ====== ====== ======
Weighted Average Common Shares Outstanding
Basic 90.5 93.7 90.5 93.7
Diluted 100.6 103.3 100.3 103.3
See accompanying notes to financial statements.
/(1)/Diluted earnings (loss) per share were anti-dilutive.
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CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Millions Except Share Amounts)
Assets (Unaudited)
June 30, December 31,
1999 1998
--------------------------------
Current Assets
Cash and Cash Equivalents $1,275 $ 353
Accounts Receivable, Net 37 48
Notes Receivable, Net 46 69
Inventories 294 386
Prepaid Expenses 28 52
Deferred Income Taxes 32 13
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Total Current Assets 1,712 921
Properties - At Cost, Net 2,546 3,842
Equity Investments 328 345
Other Assets 160 233
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Total Assets $4,746 $5,341
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Liabilities and Shareholders' Equity
Current Liabilities
Short-Term Debt $ 249 $ 35
Current Portion of Long-Term Debt 79 126
Accounts Payable 44 81
Accrued Payroll and Benefits 44 75
Accrued Royalties and Interest 24 38
Accrued Closure, Reclamation and Environmental 75 97
Other Accrued Liabilities 120 126
Taxes Payable, Other Than Income Taxes 17 49
Income Taxes Payable 81 25
Dividends Payable 9 19
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Total Current Liabilities 742 671
------ ------
Noncurrent Liabilities and Deferred Credits
Long-Term Debt 1,499 1,677
Capital Lease Obligations 26 41
Deferred Employee and Retiree Benefits 179 345
Deferred Closure, Reclamation, and Environmental 178 300
Deferred Income Taxes 14 57
Other 29 59
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Total Noncurrent Liabilities and Deferred Credits 1,925 2,479
------ ------
Minority Interest 20 34
Shareholders' Equity
Preferred Stock, $1 Par Value,
20,000,000 Shares Authorized:
$4.00 Series A Convertible Stock, $50 Stated Value,
4,666,667 Authorized, 4,664,302 Issued
and Outstanding in 1999 and 1998 5 5
Series A Preferred Stock, 500,000 Shares
Authorized, None Issued or Outstanding - -
Common Stock, Without Par Value,
150,000,000 Shares Authorized,
Issued 96,031,009 in 1999 and 96,031,015 in 1998 1 1
Paid-In Surplus 2,912 2,917
Accumulated Deficit (768) (672)
Other (5) (3)
------ ------
2,145 2,248
Treasury Stock at Cost, 5,520,525 Shares in 1999
and 5,816,090 Shares in 1998 (86) (91)
Total Shareholders' Equity 2,059 2,157
------ ------
Total Liabilities and Shareholders' Equity $4,746 $5,341
====== ======
See accompanying notes to financial statements.
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CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Millions)
(Unaudited)
Six Months
Ended June 30,
---------------------------------------------------
1999 1998
------------------ -------------------
Cash Flows from Operating Activities
Net Loss $ (74) $ (32)
Depreciation, Depletion, and Amortization 146 205
Write-Downs and Special Charges - 4
Deferred Income Taxes (61) -
Loss (Gain) on Sale of Assets (3) 19
Changes in Assets and Liabilities Net of Effects
from Businesses Acquired/Sold 19 (79)
Other, Net 20 12
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Net Cash Provided by Operating Activities 47 129
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Cash Flows from Investing Activities
Capital Expenditures (121) (117)
Capitalized Interest (2) (3)
Advances to and Investments in Affiliates (10) (58)
Collections on Notes Receivable 2 3
Net Proceeds from Sale of Assets 1,024 93
Cash Effect of Deconsolidating Amax Gold Inc. - (17)
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Net Cash Provided by (Used for) Investing Activities 893 (99)
------ -----
Cash Flows from Financing Activities
Net Proceeds from Issuance of Long-Term Debt 5 3
Net Borrowings on Short-Term Debt 219 18
Payments on Short-Term Debt (5) (15)
Payments on Debt and Other Obligations (171) (51)
Payments on Capital Lease Obligations (34) (5)
Dividends Paid (32) (46)
Dividends to Minority Interests - (4)
------ -----
Net Cash Used For Financing Activities (18) (100)
------ -----
Net Increase (Decrease) in Cash and Cash Equivalents 922 (70)
Cash and Cash Equivalents at Beginning of Year 353 250
------ -----
Cash and Cash Equivalents at End of Period $1,275 $ 180
====== =====
See accompanying notes to financial statements.
-4-
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Note 1. Basis of Presentation
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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 Cyprus Amax's Annual Report on Form 10-K for the year
ended December 31, 1998. The Consolidated Statement of Operations has been
restated for all periods to reflect the Domestic Coal Division as a Discontinued
Operation due to its sale on June 30, 1999 (See Note 6).
Note 2. Inventories
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Inventories detailed by component are summarized below (in millions):
(Unaudited)
June 30, December 31,
1999 1998
----------- -----------
Component
In-Process Ores, Concentrates,
and Other $ 154 $ 197
Finished Goods 85 120
Materials and Supplies 55 69
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$ 294 $ 386
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Note 3. Fair Value of Financial Instruments
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The estimated fair values for financial instruments under SFAS No. 107,
"Disclosures About Fair Value of Financial Instruments," are made at discrete
points in time based on relevant market information. These estimates involve
uncertainties and cannot be determined with precision. At June 30, 1999, the
net carrying value of financial instruments approximated a $115 million
liability, whereas the fair value approximated a $73 million liability. The
significant decrease from March 31, 1999 in the liability for the net carrying
value is due to the increase in cash and cash equivalents as a result of the
coal sale. The difference in fair value is primarily due to higher interest
rates as of June 30, 1999, compared with rates on the Company's debt.
Note 4. Contingencies
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Cyprus Tohono Corporation was informed in late 1995 by the office of the
Assistant U.S. Attorney in Tucson, Arizona that an action was being considered
under federal environmental laws against Cyprus Tohono Corporation and certain
of its employees. The facts giving rise to this matter involve a break in the
process line at Tohono occurring in 1992. It is not possible to state with
reasonable certainty at this time what action will be taken by the government.
The Pinal Creek Group, comprised of Cyprus Miami Mining Corporation and other
companies, continued remediation and assessment of ground water quality in the
shallow alluvial aquifers along Pinal Creek near Miami, Arizona. The removal,
remediation, and assessment work is being conducted in accordance with the
requirements of the Arizona Department of Environmental Quality's Water Quality
Assurance Revolving Fund program. In addition, the remedial and removal action
is consistent with the National Contingency Plan prepared by the EPA as required
by CERCLA. The ongoing removal, remediation, and assessment program, initiated
in 1989, has resulted in continued improvement of the sub-surface water quality
in the area. In
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November 1997, Cyprus Miami, as a member of the Pinal Creek group, joined with
the State of Arizona in seeking approval of the District Court for entry of a
Consent Decree resolving all matters related to an enforcement action
contemplated by the State of Arizona with respect to the ground water matter. On
August 13, 1998, the court approved the Decree that committed Cyprus Miami and
the other Pinal Creek Group members to complete the remediation work outlined in
the remedial action plan that was submitted to the State in May 1997.
Approximately $100 million remained in the Pinal Creek remediation reserve at
June 30, 1999. Cyprus Miami has commenced contribution litigation against other
parties involved in this matter and has asserted claims against certain of its
past insurance carriers. While significant recoveries are expected, Cyprus Miami
cannot reasonably estimate the amount and, therefore, has not taken potential
recoveries into consideration in the recorded reserve.
At June 30, 1999, Cyprus Amax had accruals of approximately $252 million for
expected future mine closure, reclamation, and environmental remediation
liabilities. Total reclamation costs for Cyprus Amax at the end of current mine
lives are estimated at about $253 million of which approximately $110 million
was reserved at June 30, 1999. Additionally, the cost range of reasonably
possible outcomes for sites where remediation costs are estimable is from $120
million to $450 million, of which approximately $142 million was accrued at
June 30, 1999. Work on these sites is expected to be substantially completed in
the next several years, subject to the inherent delays involved in the process.
Remediation costs that could not be reasonably estimated at June 30, 1999, are
not expected to have a material impact on the financial condition and ongoing
operations of the Company.
Note 5. Information by Industry Segment
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Cyprus Amax adopted SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information" for the year ended December 31, 1998. The segment
information for 1998 has been restated from the prior year's presentation in
order to conform to the 1999 presentation. The Company's reportable segments are
strategic business units that offer different products and services. They are
managed separately because each business requires different technology and
marketing strategies. Cyprus Amax's reportable segments in 1999 are
Copper/Molybdenum and Exploration. The Copper/Molybdenum segment mines,
processes, and markets copper and molybdenum primarily in North, Central, and
South America. The Exploration segment seeks a range of mineral opportunities
from early stage generative exploration through advanced opportunities and
acquisitions and conducts exploration programs around its developing and
producing mines to find and delineate ore that could extend the lives of those
operations.
Cyprus Amax evaluates performance based on profit or loss from operations before
interest income and expense, income taxes, and minority interest. There are no
intersegment sales between reportable segments.
Summarized financial information concerning the Company's reportable segments is
shown in the following tables. All Other includes the operating segments
Lithium, Amax Gold, Businesses Sold/Non-Operating and Australian Coal-Springvale
that were below the quantitative thresholds to be reportable segments. In 1999
All Other only includes Businesses Sold/Non-Operating and Australian Coal-
Springvale as the Lithium and Amax Gold businesses were sold or merged in 1998.
Additionally, All Other Minerals has been restated for all periods presented to
reflect the Australian coal operations which were not sold in the coal sale (See
Note 6).
-6-
(Unaudited) (Unaudited)
(In Millions) Three Months Six Months
Ended June 30, Ended June 30,
----------------------------- ----------------------------------
1999 1998 1999 1998
---------- ------------ ------------ ----------
Segment Revenue
Copper/Molybdenum $ 271 $ 355 $ 547 $ 690
Exploration - - - -
All Other Minerals 7 79 14 180
----- ----- ----- -----
$ 278 $ 434 $ 561 $ 870
===== ===== ===== =====
Segment Operating Income (Loss)
Copper/Molybdenum $ 16 $ 44 $ 23 $ 81
Exploration (4) (16) (8) (25)
All Other Minerals (3) (25) (4) (17)
----- ----- ----- -----
9 3 11 39
Corporate (12) (8) (24) (21)
Interest, Net (30) (39) (60) (80)
Equity Investments and Other (8) (2) (18) (2)
----- ----- ----- -----
Loss Before Income Taxes and
Minority Interest (41) (46) (91) (64)
Income Tax Benefit 6 9 14 10
Minority Interest (1) 1 - 1
----- ----- ----- -----
Loss from Continuing Operations $ (36) $ (36) $ (77) $ (53)
Income from Operations of Discontinued
Domestic Coal Division, Net of Applicable
Taxes of $4 and $7 for the six months
ended 1999 and 1998, respectively 1 - 16 21
Loss on Disposal of Domestic Coal Division,
Net of Applicable Taxes of $16 (13) - (13) -
----- ----- ----- -----
Net Loss $ (48) $ (36) $ (74) $ (32)
===== ===== ===== =====
Note 6. Dispositions
- ---------------------
On June 30, 1999, Cyprus Amax completed the sale of its Cyprus Amax Coal Company
subsidiary to RAG International Mining GmbH. Under the terms of the sale,
Cyprus Amax received cash payments of $1,039 million and RAG assumed debt of $46
million. RAG assumed other long-term obligations of approximately $300 million
and Cyprus Amax expects to receive certain future production payments and
insurance settlements from the Willow Creek mine. Cyprus Amax's Australian coal
assets were not included in the transaction. Because of Cyprus Amax's expected
tax position in 1999, cash federal and state income tax payments are expected to
be about $55 million for 1999.
Note 7. Potential Merger
- -------------------------
On July 15, 1999, Cyprus Amax entered into a definitive agreement providing for
a business combination with ASARCO Incorporated. The new company, which will be
named Asarco Cyprus Incorporated, will be the largest publicly traded copper
company in the world. Under the terms of the transaction, Cyprus Amax common
shareholders will receive 0.765 shares of Asarco Cyprus common stock for each
share of Cyprus Amax common stock they own and ASARCO shareholders will receive
one share of Asarco Cyprus common stock for each share of ASARCO common stock
they own. It is anticipated that approximately 109 million shares of Asarco
Cyprus common stock will be issued, of which Cyprus Amax shareholders will own
69.2 million shares or 63.5 percent following the merger. This merger would
result in a company with larger copper ore reserves and the financial capacity
to develop, enhance and expand its copper assets. The combined company would
have a beneficial interest in annual
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copper production of approximately 2 billion pounds, making it the second
largest copper producer in the world. Additionally, the combined copper ore
reserves would be approximately 62 billion pounds of contained copper.
Subject to regulatory approvals and the approvals of the shareholders of both
companies, the merger is expected to close in the fourth quarter of 1999.
-8-
Review by Independent Accountants
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The financial information as of June 30, 1999, and for the three-month and six-
month periods ended June 30, 1999 and 1998, included in Part I pursuant to Rule
10-01 of Regulation S-X has been reviewed by PricewaterhouseCoopers LLP, the
Company's independent accountants, in accordance with standards established by
the American Institute of Certified Public Accountants. PricewaterhouseCoopers
LLP's report is included as page 9 of this quarterly report.
PricewaterhouseCoopers LLP does not carry out any significant or additional
audit tests beyond those which would have been necessary if its report had not
been included in this quarterly report. Accordingly, such report is not a
"report" or "part of a registration statement" within the meaning of Sections 7
and 11 of the Securities Act of 1933 and the liability provisions of Section 11
of such Act do not apply.
-9-
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Shareholders of Cyprus Amax Minerals Company
We have reviewed the accompanying consolidated balance sheet of Cyprus Amax
Minerals Company and its subsidiaries as of June 30, 1999, and the related
consolidated statements of operations and of cash flows for the three-month and
six-month periods ended June 30, 1999 and 1998. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial information for it to be in
conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1998, and the related
consolidated statements of operations, of shareholders' equity, and of cash
flows for the year then ended (not presented herein) and, in our report dated
February 11, 1999, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet information as of December 31, 1998 is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
August 4, 1999
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Item 2. Management's Discussion and Analysis of Results of Operations and
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Financial Condition
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Actual results may vary materially from any forward looking statements the
company makes. All of the information set forth in this Form 10-Q and the 1998
Form 10-K, including without limitation the Cautionary Statement and Risk
Factors described, should be considered and evaluated.
Results of Operations
- ---------------------
Cyprus Amax Minerals Company reported a consolidated net loss of $48 million, or
58 cents loss per share, on revenue of $278 million for the second quarter of
1999, compared with a 1998 loss of $36 million, or 44 cents per share, on
revenue of $434 million. The 1999 loss includes a net loss of $12 million
related to the sale of the discontinued domestic coal division and its second
quarter operating results. The 1998 amounts included an after-tax charge of $12
million, or 13 cents per share, on the sale of certain coal properties reflected
in Discontinued Coal Operations and an after-tax charge of $26 million, or 27
cents per share, for settlements of long-standing legal actions primarily
associated with the oil and gas properties acquired in the Amax merger and
subsequently sold in 1994. Although the 1999 second quarter results from
continuing operations were the same as 1998, they were adversely affected by
lower copper and molybdenum realizations, offset by lower copper cost of sales
and the absence of the above-mentioned 1998 legal settlements.
Three Months Six Months
Selected Results Ended June 30, Ended June 30,
--------------------------------- -----------------------------------
(In millions except per share data) 1999 1998 1999 1998
------------- ------------- -------------- --------------
Revenue $ 278 $ 434 $ 561 $ 870
Loss from Continuing Operations $ (36) $ (36) $ (77) $ (53)
Net Loss $ (48) $ (36) $ (74) $ (32)
Basic and Diluted Loss Per Share $(.58) $(.44) $(.92) $(.44)
The 1999 second quarter revenue of $278 million was $156 million lower than the
comparable 1998 quarter due to lower copper and molybdenum realizations and the
absence of revenues due to the impact of the 1998 sale of lithium and the merger
of Amax Gold in 1998.
For the first six months, Cyprus Amax reported a loss of $74 million, or 92
cents loss per share in 1999, compared with a 1998 loss for the period of $32
million, or 44 cents per share. For the same periods, the loss from continuing
operations for 1999 was $77 million, or 95 cents loss per share, compared with a
loss of $53 million, or $67 cents loss per share, for 1998.
Dispositions
On June 30, 1999, Cyprus Amax completed the sale of its Cyprus Amax Coal Company
subsidiary to RAG International Mining GmbH. Under the terms of the sale,
Cyprus Amax received cash payments of $1,039 million and RAG assumed debt of $46
million. RAG assumed other long-term obligations of approximately $300 million
and Cyprus Amax expects to receive certain future production payments and
insurance settlements from the Willow Creek mine. Cyprus Amax's Australian coal
assets were not included in the transaction. Because of Cyprus Amax's expected
tax position in 1999, cash federal and state income tax payments are expected to
be about $55 million for 1999.
-11-
Potential Merger
- ----------------
On July 15, 1999, Cyprus Amax entered into a definitive agreement providing for
a business combination with ASARCO Incorporated. The new company, which will be
named Asarco Cyprus Incorporated, will be the largest publicly traded copper
company in the world. Under the terms of the transaction, Cyprus Amax common
shareholders will receive 0.765 shares of Asarco Cyprus common stock for each
share of Cyprus Amax common stock they own and ASARCO shareholders will receive
one share of Asarco Cyprus common stock for each share of ASARCO common stock
they own. It is anticipated that approximately 109 million shares of Asarco
Cyprus common stock will be issued, of which Cyprus Amax shareholders will own
69.2 million shares or 63.5 percent following the merger. This merger would
result in a company with larger copper ore reserves and the financial capacity
to develop, enhance and expand its copper assets. The combined company would
have a beneficial interest in annual copper production of approximately 2
billion pounds, making it the second largest copper producer in the world.
Additionally, the combined copper ore reserves would be approximately 62 billion
pounds of contained copper.
Subject to regulatory approvals and the approvals of the shareholders of both
companies, the merger is expected to close in the fourth quarter of 1999.
Segment Results
Segment income is earnings before corporate overhead, interest, equity
investments and other, income taxes, and minority interest.
Copper/Molybdenum
Three Months Six Months
Ended June 30, Ended June 30,
----------------------------------- ------------------------------------
Selected Results (In millions) 1999 1998 1999 1998
--------------- -------------- --------------- ---------------
Revenue $ 271 $ 355 $ 547 $ 690
Segment Operating Income $ 16 $ 44 $ 23 $ 81
Copper/Molybdenum earned $16 million during the second quarter of 1999 compared
with earnings of $44 million in the 1998 period. Earnings decreased primarily
due to 17 cents per pound lower copper realizations, $1.23 per pound lower
molybdenum realizations, 18 million pounds lower produced copper sales, and two
million pounds lower produced molybdenum sales, partially offset by ten cents
per pound lower copper cost of sales. Additionally, the 1998 second quarter
earnings included final costs of $6 million arising out of litigations.
Second quarter copper realizations averaged 70 cents per pound, 17 cents lower
than the 1998 second quarter. Cyprus Amax has price protection strategies in
place that will ensure a minimum average realization on an LME basis of 67 cents
per pound on 400 million pounds for the second half of 1999.
Three Months Six Months
Selected Operating Data Ended June 30, Ended June 30,
-------------------------------- ----------------------------------
(In millions except as noted) 1999 1998 1999 1998
------------- ------------- -------------- --------------
Copper Sales Volume, Pounds 279 295 583 568
Produced Copper Sold, Pounds 233 251 519 494
Copper Production, Pounds 257 234 511 467
Average Copper Realization, $/Pound $ .70 $ .87 $ .68 $ .87
-12-
Three Months Six Months
Selected Operating Data Ended June 30, Ended June 30,
-------------------------------- ----------------------------------
(In millions except as noted) 1999 1998 1999 1998
------------- ------------- -------------- --------------
Cost of Sales, $/Pound $ .63 $ .73 $ .64 $ .74
Net Cash Cost, $/Pound $ .51 $ .57 $ .50 $ .57
Full Cost, $/Pound $ .63 $ .72 $ .63 $ .72
Bagdad
- ------
Production Pounds 63 54 123 106
Material Mined Tons 15.3 15.6 31.1 31.4
Ore Mined Tons 7.7 7.7 15.4 14.6
Ore Milled Tons 7.6 7.4 15.0 14.8
Ore Grade - % .42 .38 .40 .37
Miami
- -----
Production Pounds 37 41 76 81
Material Mined Tons 14.8 25.7 31.0 49.2
Ore Mined Tons 3.3 8.0 6.6 16.8
Ore Grade - % .50 .35 .50 .32
Sierrita
- --------
Production Pounds 58 54 118 109
Material Mined Tons 17.9 23.3 37.0 46.9
Ore Mined Tons 8.9 9.9 18.4 19.4
Ore Milled Tons 9.2 10.2 18.9 19.9
Ore Grade - % .28 .25 .28 .26
Cerro Verde
- -----------
Production Pounds 37 32 73 63
Material Mined Tons 13.9 8.8 23.7 16.7
Ore Mined Tons 2.4 2.5 5.7 4.8
Ore Grade - % .78 .78 .80 .80
El Abra
- -------
Production - Pounds (51%) 61 51 120 104
Material Mined - Tons (100%) 12.8 9.8 25.8 19.2
Ore Mined - Tons (100%) 9.9 9.1 19.8 18.0
Ore Grade - % .75 .79 .78 .79
Molybdenum Sales Pounds 14 16 28 32
Produced Molybdenum Sold Pounds 14 16 28 32
Molybdenum Production Pounds 15 16 31 31
Average Realization - $/Pound $4.08 $5.31 $4.11 $5.20
Henderson
- ---------
Production Pounds 7.3 8.0 15.1 16.4
Material Mined Tons 1.7 1.7 3.4 3.5
Ore Milled Tons 1.7 1.7 3.4 3.5
Ore Grade - % .24 .26 .25 .25
During the quarter, Cyprus Amax sold 233 million pounds of produced copper, 18
million pounds lower than in the 1998 second quarter. Cost of sales decreased
ten cents per pound from the 1998 period to 63 cents per pound for the second
quarter of 1999. This decrease reflects lower worldwide costs.
-13-
Second quarter net cash costs decreased six cents per pound from the 1998 second
quarter to 51 cents per pound primarily reflecting lower cost production from
domestic and South American operations. Excluding the by-product credit, net
cash costs were 11 cents per pound lower or 16 percent. This improvement in
cash costs reflects the operations' continuous focus and commitment to the Quest
21 quality management programs, which have resulted in on-going productivity and
cost improvements.
Copper production totaled 257 million pounds for the quarter, 23 million pounds
higher than in the 1998 period.
In accordance with the agreement for the Kansanshi copper project in Zambia, a
decision by Cyprus Amax to continue on into the second phase was due by March
14, 1999. However, due to the low copper price environment, an agreement in
principle has been reached to delay the decision until August 2001.
Primary molybdenum operations earned $1 million for the second quarter compared
with $16 million for the 1998 period. The 1999 second quarter realizations
averaged $4.08 per pound compared with $5.31 per pound during the 1998 second
quarter. Production of 15 million pounds was 1 million pounds lower than in
1998, and sales decreased 2 million pounds to 14 million pounds for the second
quarter of 1999.
The Henderson 2000 project at the primary molybdenum mine in Colorado remains on
budget and on schedule. The Henderson mine shut down for about three months on
July 31, 1999, in order to complete the change over to a modern, efficient
conveyor system from an antiquated rail haulage system.
For the first six months, Copper/Molybdenum earnings were $23 million compared
with $81 million in 1998. The lower earnings primarily reflect 19 cents per
pound lower copper realizations, $1.09 per pound lower molybdenum realizations,
and four million pounds lower produced molybdenum sales, partially offset by 10
cents per pound lower copper cost of sales and 25 million higher pounds of
produced copper sales.
-14-
Exploration
Selected Results (In Millions)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1999 1998 1999 1998
----- ----- ----- -----
Segment Operating Loss $ (4) $ (16) $ (8) $ (25)
Exploration expense of $4 million was $12 million lower than in 1998,
principally due to constraining exploration spending in 1999 in response to low
copper prices, primarily for Cyprus Amax's Kansanshi pre-development copper
project in Africa and the Frieda River copper and gold project.
All Other Minerals
Three Months Six Months
Ended June 30, Ended June 30,
--------------------------------------- -------------------------------
Selected Results (In millions) 1999 1998 1999 1998
-------------- -------------- -------------- --------------
Segment Operating Income $ (3) $ (25) $ (4) $ (17)
===== ===== ===== =====
Lithium - $ 4 - $ 8
Amax Gold - 2 - 10
Businesses Sold/Non-Operating (2) (30) (3) (34)
Australian Coal - Springvale (1) (1) (1) (1)
----- ----- ----- -----
Total $ (3) $ (25) $ (4) $ (17)
===== ===== ===== =====
Selected Operating Data (In millions)
Lithium
Sales Volumes - Millions of Lbs.
Carbonate Equiv. - 10.8 - 21.8
Gold (100 percent basis)(1)
Sales Volumes - Thousands of Ounces - 161 - 346
(1) Data through May 31, 1998.
All Other Minerals, which includes Lithium, Amax Gold, Businesses Sold/Non-
Operating and Australian Coal-Springvale in 1998 and only Businesses Sold/Non-
Operating and Australian Coal-Springvale in 1999, had a combined loss of $3
million in the second quarter of 1999 compared with a loss of $25 million in the
second quarter of 1998. The decrease in losses was primarily due to the absence
of a litigation settlement associated with the oil and gas properties acquired
with the Amax merger and subsequently sold in 1994, partially offset by the
absence of earnings from Lithium and Amax Gold due to their sale or merger,
respectively, in 1998. The year-to-date loss for All Other Minerals declined to
$4 million compared to a loss of $17 million in the first six months of 1998
primarily due to the above-mentioned factors.
Interest, Equity Investments and Other expense was $38 million for the 1999
second quarter, which was $3 million lower than in 1998. Net interest expense
of $30 million for the second quarter of 1999 was $9 million lower than the 1998
period. Interest expense decreased $8 million to $35 million reflecting the
significant reduction in debt. Equity Investments and Other reflected a loss of
$8 million compared with a loss
-15-
of $2 million in 1998. Oakbridge reflected a loss of $5 million compared with a
loss of $2 million for the second quarter of 1998 primarily due to the effects
of an Australian dollar hedge book, which should be mostly closed out by the end
of 1999, and higher production costs. Additionally, equity losses for Kinross
were $3 million in 1999 reflecting current low gold prices. Year-to-date
interest, equity investments and other expense of $78 million was $4 million
lower than in 1999 primarily due to the above-mentioned factors.
Coal -- Discontinued Operations
Three Months Six Months
Ended June 30, Ended June 30,
------------------------------------- ---------------------------------
Selected Results (In millions) 1999 1998 1999 1998
--------------- --------------- -------------- -------------
Earnings (Loss) From Operations of Discontinued
Coal Division Segment $ (12) $ - $ 3 $ 21
Coal, which is reflected as Discontinued Operations due to its sale to RAG on
June 30, 1999, reported second quarter after-tax earnings of $1 million compared
with break-even after-tax earnings for the 1998 second quarter. Additionally,
the 1999 second quarter reflected a $13 million after-tax loss on the sale of
the Domestic Coal Division. The 1998 second quarter reflected an after-tax loss
of $12 million on the sale of certain Appalachian and Midwest coal properties.
Excluding the effect of the coal sales in 1999 and 1998, the decrease in
earnings is primarily attributable to lower earnings in Pennsylvania resulting
from the delay in the start-up of the new longwall in the Emerald Northeast
district and lower earnings in Utah due to the continued recovery efforts
resulting from the underground fire at the Willow Creek mine that occurred in
late 1998. In June 1999, the Twentymile mine had a longwall move that was
originally planned for the third quarter. Additionally, in the third quarter of
1999, Cyprus Amax expects to receive a partial payment on the Willow Creek
insurance recovery, which relates to the period prior to its sale to RAG.
Liquidity and Capital Resources
At June 30, 1999, the Company had a ratio of long-term debt to total
capitalization of 42.6 percent, a ratio of current assets to current liabilities
of 2.3 to 1.0, and a cash balance of $1,275 million at June 30. At December 31,
1998, the comparable ratios were 44.3 percent and 1.4 to 1.0, respectively. The
Company's cash balance increased from $353 million at year-end to $1,275 million
at June 30 due primarily to net proceeds from the sale of assets of $1,024
million and cash provided by operations of $47 million, partially offset by
capital expenditures of $121 million and dividend payments of $32 million.
For the first six months of 1999, capital expenditures, excluding capitalized
interest, were $121 million. Copper/Moly capital expenditures of $83 million
included $60 million for the Henderson 2000 project and the remainder primarily
for sustaining and replacement capital. Discontinued Operations - Coal capital
expenditures were $38 million. Total capital spending projected for the second
half of 1999 is about $120 million, all for the Copper/Molybdenum segment.
For the full year 1999, Cyprus Amax expects to spend approximately $100 million
for reclamation, remediation, and environmental compliance.
During the second quarter of 1999, $200 million was borrowed against the
Revolving Credit Agreement. The funds were used to repay $86 million of Cyprus
Australia Coal debt and $50 million on the Cyprus Amax term loan. The $200
million outstanding on the revolver will be repaid in the third quarter of 1999.
During 1999, Cyprus Amax expects to be able to generate sufficient funds for
general corporate purposes, working capital needs, and capital expenditures from
the proceeds from the sale of the Domestic Coal Division, cash flows from
operations and existing or new borrowings.
Cyprus Amax paid regular dividends of 5 cents per share on its common stock and
$1.00 per preferred share during the quarter. At June 30, 1999, 90,510,484
shares of the Company's Common Stock were outstanding.
Since the Board approval in August 1998 of a program to buy back common shares
on the open market, 1.5 million shares have been purchased through August 2,
1999 at an average cost of $10.74 per share or $16 million. No repurchases were
made during the second quarter of 1999. In view of the announced merger, the
repurchase program has been suspended.
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, was issued in June 1998. SFAS
133 requires companies to report the fair-market value of derivatives on the
balance sheet and record in income and other comprehensive income, as
appropriate, any changes in the fair value of the derivative. This statement is
effective for all fiscal quarters of the fiscal years beginning after June 15,
2000. The Company does not expect the statement to have a material impact on
its financial position or results of operations.
-16-
Year 2000 Conversion
State of Readiness
Cyprus Amax has created and staffed a Year 2000 (Y2K) Program Management Office
to oversee and coordinate Year 2000 conversion for the Company. This is a
company-wide project to address the issues that are likely to arise if computer
programs and embedded computer chips are unable to properly recognize,
communicate, or react to dates in and after the Year 2000. The Year 2000
project is a priority within Cyprus Amax, and each major business unit --
Copper/Molybdenum, and Corporate -- has dedicated full-time individuals along
with a much larger group of mine site individuals who have been assigned
specific Year 2000 responsibilities. In certain cases, Cyprus Amax has engaged
third parties to assist in the Y2K efforts. Year 2000 date processing has
potential implications to Cyprus Amax's business applications and automated mine
operations, such as process controllers and other electronic measuring devices.
The project is focused in three main areas:
1. Information Technology (IT) hardware and software;
2. Non-IT systems embedded in equipment that controls, supports, or monitors
Cyprus Amax's assets such as mining, milling, safety, environmental,
transportation, and communication; and
3. Business relationships with third parties such as suppliers, customers, and
governmental entities.
Project work dealing with IT and Non-IT systems is organized into five major
phases:
1. Awareness Identification and training of those responsible for timely
resolution of the Y2K problem.
2. Inventory All systems that might cause Y2K failure are identified
(including those linked to third parties).
3. Assessment Inventoried systems are classified by several levels of
criticality, and the state of Year 2000 compliance is
determined. Judgments are made as to which systems would
likely be materially important. Strategies and remediation
plans are produced.
4. Remediation Non-compliant systems are retired, remediated/upgraded, or
and Testing replaced, as appropriate, and then tested. Based on
findings, contingency plans are created and tested, if
critical.
5. Implementation Implementing the strategies and executing the plans.
Cyprus Amax has completed the awareness and inventory phases and has largely
completed the assessment phase of the project with respect to IT and Non-IT
systems. The remediation and implementation phases involve remediating and
testing non-compliant code, replacement and testing of computing infrastructure
and telecommunications devices, and upgrading and testing of end user
applications. These phases are in process with most major components already
fully implemented. Cyprus Amax expects to be completed with mission-critical
systems by the end of the third quarter of 1999.
Project work dealing with external agents such as vendors and customers is
organized into four major phases:
1. Awareness The identification of Cyprus Amax's relationships with
external agents and the establishment of criticality for
each. Communication with each entity to elicit information
about their plans and actions to achieve timely Year 2000
readiness.
-17-
2. Evaluation Information from the contact is evaluated and action plans are
formulated as appropriate.
3. Follow-up Continued contact with the external agents to assure they will
achieve timely Year 2000 compliance and to verify our reliance
on current information.
4. Mitigation/ Depending on the findings, Cyprus Amax defines alternatives
Contingency and creates contingency plans.
Cyprus Amax has completed the awareness and evaluation phases for external
entities with most work now being focused on providing most-current compliance
information to Y2K teams. The follow-up and contingency phases have been
undertaken and will be continuous and ongoing through the end of 1999.
Costs
Cyprus Amax estimates that the cost of efforts to prepare for Year 2000 from
calendar year 1997 through 1999 is from $20 million to $22 million, of which $17
million has been spent through June 30, 1999. All project costs are being
funded with cash flows from operations. As a result of the project, certain IT
projects to improve business functionality have been reprioritized and
accelerated. The deferral of any IT work due to the Year 2000 efforts will not
have a material adverse effect on Cyprus Amax's results of operations or
financial condition.
Risks and Contingency Plans
Risks to Cyprus Amax resulting from failure of its systems or from failure of
third parties are essentially the same as for other firms in the mining
industry. The following are representative of the types of risks that could
result in the event of one or more major failures of Cyprus Amax's information
systems, mining sites, or facilities to be Year 2000 ready, or similar major
failures by one or more major third party suppliers or customers of Cyprus Amax.
1. Information systems - could include disruptions of business and transaction
processing such as customer billing, payroll, accounts payable, purchasing,
and other information processes until the systems can be remedied or
replaced;
2. Mining facilities - could include disruptions of mining processes and
facilities with delays in delivery of products until non-compliant components
can be remedied;
3. Major suppliers - could include disruptions in the provision of supplies and
components that could cause subsequent interruptions of mining activities and
delays in delivery; and
4. Major customers - could include disruptions in sales, revenue, and cash
inflow as a major customer may not be Year 2000 compliant or one of their
suppliers may experience failures that could impact the amount of copper,
molybdenum, or coal they require.
To minimize the risks associated with the Year 2000 issue, Cyprus Amax has begun
work (1) to identify scenarios involving possible failures for Year 2000
focusing on critical systems and critical third party vendors and customers and
(2) to develop contingency plans for mitigating the impact of these scenarios.
This involves determining the most reasonably likely worst case Year 2000
scenarios. This work is in process; however, Cyprus Amax believes that its
largest potential risks involve third parties since Cyprus Amax cannot control
their Y2K efforts. Although there are many areas of potential risk, at present
Cyprus Amax believes that the highest potential risks are problems with the
provision of power to its operations, transportation-related problems, and the
potential failure or undue degradation of customer demand or markets for its
products, any of which could have an adverse impact on the Company's operations
and financial results. The Company expects to have a contingency plan in place
by the end of the third quarter of 1999.
-18-
Cyprus Amax believes it is taking the necessary steps to resolve Year 2000
issues; however, there can be no assurance that any one or more such failures
would not have a material adverse effect on Cyprus Amax. Actual outcomes and
results could be affected by future factors including, but not limited to,
availability of skilled personnel, ability to identify and remediate software
problems, critical suppliers and subcontractors meeting commitments, and timely
actions by customers and suppliers.
Cautionary "Safe Harbor" Statement Under the United States 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 Year 2000 compliance issues,
projections of mineral production levels, cash operating costs, capital
expenditure levels, certain significant costs and expenses, price protection
programs, percentage increases and decreases in production from the Company's
operations, schedules for completion of feasibility studies and initial
feasibility studies, potential increases in reserves and production, the timing
and scope of future drilling and other exploration activities, expectations
regarding receipt of permits and commencement of mining or production,
anticipated recovery rates, and potential acquisitions or increases in property
interests. Factors that could cause actual results to differ materially include
changes in relevant mineral prices, mineral supply contract renegotiations, the
presence or absence of price protection programs, unanticipated ore grade,
geological, hydrological, metallurgical, processing, access, transportation
activities, results of pending and future feasibility studies, operating and
development project risks, changes in project parameters as plans continue to be
refined, availability of skilled personnel, ability to identify and remediate
Year 2000 problems, impact of Year 2000 compliance problems of third parties,
political, economic and operational risks of foreign and domestic operations,
joint venture relationships, competitive conditions, availability of materials
and equipment, the timing and receipt of governmental permits, changes in laws
or regulations or their interpretation and application, force majeure events,
the failure of plant, equipment or processes to operate in accordance with
specifications or expectations, accidents, adverse weather, labor relations,
delays in start-up dates, environmental costs and risks, the outcome of
acquisition or disposition negotiations, and general domestic and international
economic and political conditions, as well as other factors described herein or
in the Company's filings with the U.S. Securities and Exchange Commission. Many
of these factors are beyond the Company's ability to predict or control.
Readers are cautioned not to put undue reliance on forward-looking statements.
The Company disclaims any obligation or intention to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
-19-
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- --------------------------
See Note 4 to Consolidated Financial Statements.
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) The following Exhibits are being filed as part of this Quarterly Report on
Form 10-Q:
Page in
Sequential
Exhibit Numbering
Number Document System
------- -------- ----------
(11) Statement re computation of per share earnings.
(15) Letter re unaudited interim financial information.
(27) Financial data schedule.
(b) Two Form 8-K's were filed during the quarter ended June 30, 1999 in regards
to (1) the sale of Cyprus Amax's coal subsidiary to RAG International
Mining GmbH and (2) Cyprus Amax's potential merger with ASARCO
Incorporated.
-21-
SIGNATURE
---------
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.
CYPRUS AMAX MINERALS COMPANY
----------------------------
Registrant
Date: August 4, 1999 /s/ John Taraba
------------------ -----------------------
Vice President and
Controller
-22-