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 September 30, 1999 Commission File Number 1-10040
-------------------- -------
CYPRUS AMAX MINERALS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2684040
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9100 East Mineral Circle, Englewood, Colorado 80112
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 643-5000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
No Change
- --------------------------------------------------------------------------------
(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 November 10, 1999, was
92,455,686 shares.
This report contains 26 pages.
-1-
PART I. FINANCIAL INFORMATION
-------------------------------
Item 1. Financial Statements
- -----------------------------
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In Millions Except Per Share Data)
(Unaudited) (Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- ---------------------
1999 1998 1999 1998
---------- --------- ---------- ---------
Revenue $ 309 $ 354 $ 869 $1,224
------ ------ ------ ------
Costs and Expenses
Cost of Sales 217 259 646 866
Selling and Administrative Expenses 105 18 139 91
Depreciation, Depletion, and Amortization 50 55 153 202
Exploration Expense 4 9 11 34
------ ------ ------ ------
Total Costs and Expenses 376 341 949 1,193
------ ------ ------ ------
Income (Loss) from Operations (67) 13 (80) 31
Other Income (Expense)
Interest Income 15 3 22 10
Interest Expense (33) (35) (102) (123)
Capitalized Interest 2 - 4 1
Equity Investments and Other (11) 13 (28) 12
------ ------ ------ ------
Loss Before Income Taxes and
Minority Interest (94) (6) (184) (69)
Income Tax Benefit 20 2 34 11
Minority Interest (1) (1) (1) -
------ ------ ------ ------
Net Loss from Continuing Operations (75) (5) (151) (58)
Income from Operations of Discontinued
Domestic Coal Division, Net of Applicable Taxes
of $4 and $15 for the nine months ended 1999
and 1998, respectively - 24 16 45
Loss on Disposal of Domestic Coal Division,
Net of Applicable Taxes of $16 - - (13) -
------ ------ ------ ------
Net Income (Loss) (75) 19 (148) (13)
Preferred Stock Dividends (5) (5) (14) (14)
------ ------ ------ ------
Income (Loss) Applicable to Common Shares $ (80) $ 14 $ (162) $ (27)
====== ====== ====== ======
Earnings (Loss) Per Common Share
Basic and Diluted(1):
Loss from Continuing Operations $ (.88) $ (.10) $(1.83) $ (.77)
Earnings from Operations of Discontinued
Domestic Coal Division, Net of Taxes $ - $ .26 $ .03 $ .49
------ ------ ------ ------
Net Income (Loss) Per Common Share $ (.88) $ .16 $(1.80) $ (.28)
====== ====== ====== ======
Weighted Average Common Shares Outstanding
Basic 90.5 92.9 90.5 93.4
Diluted 100.9 102.5 100.5 103.0
See accompanying notes to financial statements.
(1)Diluted earnings (loss) per share were anti-dilutive.
-2-
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Millions Except Share Amounts)
(Unaudited)
September 30, December 31,
1999 1998
--------------- -------------
Assets
Current Assets
Cash and Cash Equivalents $ 845 $ 353
Accounts Receivable, Net 38 48
Notes Receivable, Net 53 69
Inventories 301 386
Prepaid Expenses 73 52
Deferred Income Taxes 2 13
------ ------
Total Current Assets 1,312 921
Properties - At Cost, Net 2,543 3,842
Equity Investments 317 345
Other Assets 175 233
------ ------
Total Assets $4,347 $5,341
====== ======
Liabilities and Shareholders' Equity
Current Liabilities
Short-Term Debt $ 7 $ 35
Current Portion of Long-Term Debt 76 126
Accounts Payable 43 81
Accrued Payroll and Benefits 48 75
Accrued Royalties and Interest 43 38
Accrued Closure, Reclamation and Environmental 52 97
Other Accrued Liabilities 71 126
Taxes Payable, Other Than Income Taxes 20 49
Income Taxes Payable 38 25
Dividends Payable 5 19
------ ------
Total Current Liabilities 403 671
------ ------
Noncurrent Liabilities and Deferred Credits
Long-Term Debt 1,532 1,677
Capital Lease Obligations 16 41
Deferred Employee and Retiree Benefits 178 345
Deferred Closure, Reclamation, and Environmental 187 300
Deferred Income Taxes 4 57
Other 29 59
------ ------
Total Noncurrent Liabilities and Deferred Credits 1,946 2,479
------ ------
Minority Interest 21 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 2,911 2,917
Accumulated Deficit (847) (672)
Other (14) (3)
------ ------
2,056 2,248
Treasury Stock at Cost, 5,372,382 Shares in 1999
and 5,816,090 Shares in 1998 (79) (91)
Total Shareholders' Equity 1,977 2,157
------ ------
Total Liabilities and Shareholders' Equity $4,347 $5,341
====== ======
See accompanying notes to financial statements.
-3-
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Millions)
(Unaudited)
Nine Months
Ended September 30,
------------------------------------------
1999 1998
---------------- -----------------
Cash Flows from Operating Activities
Net Loss $ (148) $ (13)
Depreciation, Depletion, and Amortization 195 284
Deferred Income Taxes (56) -
Loss (Gain) on Sale of Assets (4) 10
Changes in Assets and Liabilities Net of Effects
from Businesses Acquired/Sold (125) (95)
Other, Net 31 25
------ -----
Net Cash Provided by (Used For) Operating Activities (107) 211
------ -----
Cash Flows from Investing Activities
Capital Expenditures (168) (170)
Capitalized Interest (4) (4)
Advances to and Investments in Affiliates (12) (62)
Collections on Notes Receivable 3 4
Net Proceeds from Sale of Assets 1,028 115
Net Cash Used for Investing Activities
Cash Effect of Deconsolidating Amax Gold Inc. - (18)
------ -----
Net Cash Provided by (Used for) Investing Activities 847 (135)
------ -----
Cash Flows from Financing Activities
Net Proceeds from Issuance of Long-Term Debt 39 3
Net Borrowings on Short-Term Debt 19 21
Payments on Short-Term Debt (46) (24)
Payments on Debt and Other Obligations (172) (51)
Payments on Capital Lease Obligations (47) (30)
Dividends Paid (41) (70)
Dividends to Minority Interests - (4)
Stock Repurchase Program - (5)
------ -----
Net Cash Used For Financing Activities (248) (160)
------ -----
Net Increase (Decrease) in Cash and Cash Equivalents 492 (84)
Cash and Cash Equivalents at Beginning of Year 353 250
------ -----
Cash and Cash Equivalents at End of Period $ 845 $ 166
====== =====
See accompanying notes to financial statements.
-4-
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Note 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 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 the three-month and nine-month periods ended September 30, 1998 and
the nine-month period ended September 30, 1999 to reflect the Domestic Coal
Division as a Discontinued Operation due to its sale on June 30, 1999 (See Note
6).
Note 2. Inventories
- --------------------
Inventories detailed by component are summarized below (in millions):
(Unaudited)
September 30, December 31,
1999 1998
------------- ------------
Component
In-Process Ores, Concentrates,
and Other $ 160 $ 197
Finished Goods 86 120
Materials and Supplies 55 69
------------- ------------
$ 301 $ 386
============= ============
Note 3. Fair Value of Financial Instruments
- --------------------------------------------
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 September 30, 1999,
the net carrying value of financial instruments approximated a $603 million
liability, whereas the fair value approximated a $568 million liability. The
difference in fair value is primarily due to higher interest rates as of
September 30, 1999, compared with rates on the Company's debt.
Note 4. Contingencies
- ----------------------
On September 8, 1999, Cyprus Amax Minerals Company reached agreement with Coeur
d'Alene Mines Corporation to settle litigation relating to the Golden Cross mine
in New Zealand for $31.5 million. This Coeur d'Alene lawsuit, initiated in 1995,
arose from Cyprus Amax's sale of the Golden Cross mine in April 1993 and
pertained to damages from ground movement and instability. An insurance claim is
being pursued by Cyprus Amax in connection with this litigation.
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.
-5-
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 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 $93 million remained in the Pinal Creek
remediation reserve at September 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 September 30, 1999, Cyprus Amax had accruals of approximately $238 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 $260 million of which approximately $109 million
was reserved at September 30, 1999. Additionally, the cost range of reasonably
possible outcomes for sites where remediation costs are estimable is from $100
million to $400 million, of which approximately $129 million was accrued at
September 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
September 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
- ----------------------------------------
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 Nine Months
Ended September 30, Ended September 30,
---------------------------------- ----------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------
Segment Revenue
Copper/Molybdenum $ 297 $ 322 $ 844 $1,011
Exploration - - - -
All Other Minerals 12 32 25 213
----- ----- ----- ------
$ 309 $ 354 $ 869 $1,224
===== ===== ===== ======
Segment Operating Income (Loss)
Copper/Molybdenum $ 31 $ 25 $ 53 $ 107
Exploration (4) (9) (11) (34)
All Other Minerals (27) 8 (31) (10)
----- ----- ----- ------
- 24 11 63
Corporate (67) (11) (91) (32)
Interest, Net (16) (32) (76) (112)
Equity Investments and Other (11) 13 (28) 12
----- ----- ----- ------
Loss Before Income Taxes and
Minority Interest (94) (6) (184) (69)
Income Tax Benefit 20 2 34 11
Minority Interest (1) (1) (1) -
----- ----- ----- ------
Loss from Continuing Operations $ (75) $ (5) $(151) $ (58)
Income from Operations of Discontinued
Domestic Coal Division, Net of Applicable
Taxes of $4 and $15 for the nine months
ended 1999 and 1998, respectively - 24 16 45
Loss on Disposal of Domestic Coal Division,
Net of Applicable Taxes of $16 - - (13) -
----- ----- ----- ------
Net Income (Loss) $ (75) $ 19 $(148) $ (13)
===== ===== ===== ======
Note 6. Dispositions
- ---------------------
On October 27, 1999, Cyprus Amax announced that it had completed the sale of its
common shares of Kinross Gold Corporation. A syndicate of underwriters purchased
approximately 89 million common shares of Kinross Gold at Canadian $4.00 per
share for aggregate proceeds of Canadian $356 million (US $242 million). Cyprus
Amax realized approximately US $233 million net of expenses from the
transaction in the fourth quarter of 1999.
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. Merger
- ---------------
On September 30, 1999, Cyprus Amax announced that a definitive agreement had
been signed under which Phelps Dodge will acquire Cyprus Amax for $7.61 in cash
and 0.2203 Phelps Dodge shares per Cyprus Amax share on a fully prorated basis.
This transaction is expected to close in the fourth quarter of 1999. Prior to
-7-
entering into the agreement with Phelps Dodge, Cyprus Amax terminated its merger
agreement with Asarco Incorporated and was required to pay to Asarco a $45
million break-up fee. Phelps Dodge shareholders have approved the merger and
89.6% of Cyprus Amax common shares have been acquired by Phelps Dodge. A special
meeting of shareholders of Cyprus Amax will be held on December 2, 1999 in
Phoenix, Arizona to approve the merger.
Additionally, Cyprus Amax called for redemption all of its $4.00 Series A
Convertible Preferred Stock. The date of redemption is November 19, 1999. The
redemption price per share is $51.60, plus $.8778 representing accrued and
unpaid dividends through and including the date of redemption, for a total of
$52.4778 per share. Until the close of business on the date of redemption,
holders also are entitled to convert shares of Series A Preferred Stock into
Cyprus Amax common stock at a conversion price of $24.302 per share of common
stock.
-8-
Review by Independent Accountants
- ---------------------------------
The financial information as of September 30, 1999, and for the three-month and
nine-month periods ended September 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 10 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 September 30, 1999, and the related
consolidated statements of operations and of cash flows for the three-month and
nine-month periods ended September 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
November 11, 1999
-10-
Item 2. Management's Discussion and Analysis of Results of Operations and
- -------------------------------------------------------------------------
Financial Condition
- -------------------
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 $75 million, or
88 cents loss per share, on revenue of $309 million for the third quarter of
1999, compared with a 1998 loss from continuing operations of $5 million, or 10
cents loss per share, on revenue of $354 million. The 1999 loss includes special
charges of $64 million primarily for merger expenses with Asarco and legal
settlements. The 1998 amounts included after-tax gains of $26 million -- $13
million from the sale of hedge positions by Kinross Gold Corporation, $10
million on the sale of an Oakbridge Ltd. coal mine in Australia, and $3 million
on the sale of real estate.
Three Months Nine Months
Selected Results Ended September 30, Ended September 30,
------------------------------ --------------------------------
(In millions except per share data) 1999 1998 1999 1998
------------ ------------ ------------- -------------
Revenue $ 309 $ 354 $ 869 $1,224
Loss from Continuing Operations $ (75) $ (5) $ (151) $ (58)
Net Loss $ (75) $ 19 $ (148) $ (13)
Basic and Diluted Earnings (Loss) Per Share:
Loss from Continuing Operations $(.88) $(.10) $(1.83) $ (.77)
Earnings from Operations of Discontinued
Domestic Coal Division, Net of Taxes $ - $ .26 $ .03 $ .49
------------ ------------ ------------- -------------
Net Income (Loss) Per Common Share $(.88) $ .16 $(1.80) $ (.28)
============ ============ ============= =============
The 1999 third quarter revenue of $309 million was $45 million lower than the
comparable 1998 quarter due to lower copper and molybdenum realizations, and the
absence of revenues from lithium.
For the first nine months, Cyprus Amax reported a loss from continuing
operations of $151 million, or $1.83 loss per share in 1999, compared with a
1998 loss from continuing operations for the period of $58 million, or 77 cents
loss per share.
Dispositions
On October 27, 1999, Cyprus Amax announced that it had completed the sale of its
common shares of Kinross Gold Corporation. A syndicate of underwriters
purchased approximately 89 million common shares of Kinross Gold at Canadian
$4.00 per share for aggregate proceeds of Canadian $356 million (US $242
million). Cyprus Amax realized approximately US $233 million net of expenses
from the transaction in the fourth quarter of 1999.
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-
Merger
- ------
On September 30, 1999, Cyprus Amax announced that a definitive agreement had
been signed under which Phelps Dodge will acquire Cyprus Amax for $7.61 in cash
and 0.2203 Phelps Dodge shares per Cyprus Amax share on a fully prorated basis.
This transaction is expected to close in the fourth quarter of 1999. Prior to
entering into the agreement with Phelps Dodge, Cyprus Amax terminated its merger
agreement with Asarco Incorporated and was required to pay to Asarco a $45
million break-up fee. Phelps Dodge shareholders have approved the merger and
89.6% of Cyprus Amax common shares have been acquired by Phelps Dodge. A
special meeting of shareholders of Cyprus Amax will be held on December 2, 1999
in Phoenix, Arizona to approve the merger.
Segment Results
Segment income is earnings before corporate overhead, interest, equity
investments and other, income taxes, and minority interest.
Copper/Molybdenum
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------------- ---------------------------------
Selected Results (In millions) 1999 1998 1999 1998
-------------- ------------- -------------- --------------
Revenue $ 297 $ 322 $ 844 $1,011
Segment Operating Income $ 31 $ 25 $ 53 $ 107
Copper/Molybdenum earned $31 million during the third quarter of 1999 compared
with earnings of $25 million in the 1998 period. Earnings increased primarily
due to nine cents per pound lower copper costs of sales, partially offset by 4
cents per pound lower copper realizations and $1.01 per pound lower molybdenum
realizations.
Third quarter copper realizations averaged 78 cents per pound, 4 cents lower
than the 1998 third quarter. As of September 30, 1999, Cyprus Amax had price
protection strategies in place that will ensure a net minimum average
realization on an LME basis of 67 cents per pound on 200 million pounds for the
fourth quarter of 1999, and a net minimum realization of 69 cents per pound on
200 million pounds for the first quarter of 2000.
Three Months Nine Months
Ended September 30, Ended September 30,
Selected Operating Data ----------------------------- -------------------------------
(In millions except as noted) 1999 1998 1999 1998
------------ ------------ ------------- -------------
Copper Sales Volume, Pounds 285 291 868 859
Produced Copper Sold, Pounds 248 254 767 748
Copper Production, Pounds 260 243 771 710
Average Copper Realization, $/Pound $ .78 $ .82 $ .71 $ .85
Cost of Sales, $/Pound $ .62 $ .71 $ .63 $ .73
Net Cash Cost, $/Pound $ .52 $ .54 $ .51 $ .56
Full Cost, $/Pound $ .65 $ .69 $ .63 $ .71
-12-
Three Months Nine Months
Ended September 30, Ended September 30,
Selected Operating Data ----------------------------- -------------------------------
(In millions except as noted) 1999 1998 1999 1998
------------ ------------ ------------- -------------
Bagdad
- ------
Production - Pounds 63 54 186 160
Material Mined - Tons 15.7 15.5 46.7 46.9
Ore Mined - Tons 7.6 7.7 22.9 22.4
Ore Milled - Tons 7.7 7.6 22.7 22.4
Ore Grade - % .40 .38 .40 .37
Miami
- -----
Production - Pounds 35 43 111 124
Material Mined - Tons 16.6 25.0 47.7 74.2
Ore Mined - Tons 2.9 8.0 9.5 24.7
Ore Grade - % .50 .39 .50 .34
Sierrita
- --------
Production - Pounds 61 54 179 162
Material Mined - Tons 17.7 21.7 54.7 68.6
Ore Mined - Tons 9.1 10.1 27.5 29.5
Ore Milled - Tons 9.1 10.3 28.0 30.3
Ore Grade - % .30 .25 .29 .26
Cerro Verde
- -----------
Production - Pounds 38 33 111 96
Material Mined - Tons 12.0 9.9 35.8 26.5
Ore Mined - Tons 3.0 2.5 8.7 7.4
Ore Grade - % .82 .83 .80 .81
El Abra
- -------
Production - Pounds (51%) 64 57 184 161
Material Mined - Tons (100%) 13.5 10.9 39.3 30.2
Ore Mined - Tons (100%) 10.8 9.7 30.7 27.7
Ore Grade - % .80 .78 .79 .78
Molybdenum Sales - Pounds 14 13 42 45
Produced Molybdenum Sold - Pounds 14 13 42 45
Molybdenum Production - Pounds 10 15 41 46
Average Realization - $/Pound $4.06 $5.07 $4.10 $5.16
Henderson
- ---------
Production - Pounds 2.2 6.8 17.3 23.2
Material Mined - Tons .5 1.8 3.9 5.3
Ore Milled - Tons .5 1.8 3.9 5.3
Ore Grade - % .24 .22 .25 .24
During the quarter, Cyprus Amax sold 248 million pounds of produced copper, 6
million pounds lower than in the 1998 third quarter. Cost of sales decreased
nine cents per pound from the 1998 period to 62 cents per pound for the third
quarter of 1999. This decrease reflects lower worldwide costs.
-13-
Third quarter net cash costs decreased two cents per pound from the 1998 third
quarter to 52 cents per pound primarily reflecting lower cost production from
domestic and South American operations. Excluding the molybdenum by-product
credit, net cash costs were 7 cents per pound lower or 11 percent.
Copper production totaled 260 million pounds for the quarter, 17 million pounds
higher than in the 1998 period.
Primary molybdenum operations reported a loss of $1 million for the third
quarter, $4 million lower than in 1998. The 1999 third quarter realizations
averaged $4.06 per pound compared with $5.07 per pound during the 1998 third
quarter. Production of 10 million pounds was 5 million pounds lower than in
1998, due to the Henderson mine three-month shutdown and sales increased 1
million pounds to 14 million pounds for the third quarter of 1999.
The Henderson 2000 project at the primary molybdenum mine in Colorado remains on
budget and several weeks ahead of schedule. The Henderson mine shut down for
about three months on July 31, 1999, in order to complete the changeover to a
modern, efficient conveyor system from a train haulage system and restarted in
early October 1999, several weeks ahead of schedule.
For the first nine months, Copper/Molybdenum earnings were $53 million compared
with $107 million in 1998. The lower earnings primarily reflect 14 cents per
pound lower copper realizations, $1.06 per pound lower molybdenum realizations,
and three million pounds lower produced molybdenum sales, partially offset by 10
cents per pound lower copper cost of sales and 19 million higher pounds of
produced copper sales.
Exploration
Selected Results (In Millions)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- -----------------------
1999 1998 1999 1998
------------ ----------- --------- ---------
Segment Operating Loss $ (4) $ (9) $ (11) $ (34)
Exploration expense of $4 million was $5 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.
-14-
All Other Minerals
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------------------- ----------------------------------
Selected Results (In millions) 1999 1998 1999 1998
-------------- -------------- -------------- --------------
Segment Operating Income $ (27) $ 8 $ (31) $ (10)
-------------- -------------- -------------- --------------
Lithium - $ 4 - $ 12
Amax Gold - - - 10
Businesses Sold/Non-Operating (28) 4 (32) (31)
Australian Coal - Springvale 1 - 1 (1)
-------------- -------------- -------------- --------------
Total $ (27) $ 8 $ (31) $ (10)
============== ============== ============== ==============
Selected Operating Data (In millions)
Lithium
Sales Volumes - Millions of Lbs.(1)
Carbonate Equiv. - 8.2 - 30.0
Gold (100 percent basis)(2)
Sales Volumes - Thousands of Ounces - - - 346
(1) Data through September 30, 1998.
(2) 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 $27
million in the third quarter of 1999 compared with earnings of $8 million in the
third quarter of 1998. The $35 million variance in results is primarily due to
settling litigation in the third quarter of 1999 with Coeur d'Alene Mines
Corporation for $31.5 million, relating to Cyprus Amax's sale of the Golden
Cross mine in 1993. The year-to-date loss for All Other Minerals of $31 million
compared with a loss of $10 million in the first nine months of 1998. The $21
million variance is primarily due to the absence of earnings from Lithium and
Amax Gold, as there were comparable legal settlements in both 1999 and 1998.
Interest, Equity Investments and Other expense was $27 million for the 1999
third quarter, which was $8 million higher than in 1998. Net interest expense of
$16 million for the third quarter of 1999 was $16 million lower than the 1998
period. Interest income increased $12 million to $15 million reflecting interest
income from cash received from the coal sale. Equity Investments and Other
reflected a loss of $11 million compared with a earnings of $13 million in 1998.
Oakbridge reflected a loss of $5 million compared with 1998 earnings of $5
million for the third quarter of 1998 primarily due to the absence of a $10
million pre-tax gain on the sale of a coal mine in Australia. Kinross Gold
reported a loss of $4 million in 1999 compared with 1998 earnings of $8 million.
The 1998 results include a $13 million pre-tax gain for the recognition of the
sale by Kinross Gold of the pre-merger Amax Gold hedging portfolio. Year-to-date
interest, equity investments and other expense of $104 million was $4 million
higher than in 1998 primarily due to the above-mentioned factors.
-15-
Coal -- Discontinued Operations
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------------- ---------------------------------
Selected Results (In millions) 1999 1998 1999 1998
-------------- ------------- -------------- --------------
Earnings From Operations of Discontinued Coal
Division Segment $ - $ 24 $ 3 $ 45
Coal, which is reflected as Discontinued Operations due to its sale to RAG on
June 30, 1999, reported year-to-date earnings of $3 million for 1999 compared
with earnings of $45 million in the first nine months of 1998. The decrease in
earnings is primarily attributable to lower earnings in Pennsylvania resulting
from a 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.
Liquidity and Capital Resources
At September 30, 1999, the Company had a ratio of long-term debt to total
capitalization of 43.9 percent, a ratio of current assets to current liabilities
of 3.3 to 1.0, and a cash balance of $845 million at September 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 $845
million at September 30 due primarily to net proceeds from the sale of assets of
$1,028 million, partially offset by net debt payments of $207 million, repayment
of copper and molybdenum receivables financed of $64 million, capital
expenditures of $168 million, dividend payments of $41 million, and funding of
certain benefits into trusts of approximately $40 million.
For the first nine months of 1999, capital expenditures, excluding capitalized
interest, were $168 million. Copper/Moly capital expenditures of $130 million
included $94 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 fourth
quarter of 1999 is about $50 million, all for the Copper/Molybdenum segment.
For the full year 1999, Cyprus Amax expects to spend approximately $80 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 was repaid in the third quarter of 1999.
On October 22, 1999, Phelps Dodge and Cyprus Amax entered into a loan agreement
whereby Cyprus Amax would loan Phelps Dodge $175 million at an interest rate of
6 percent per annum. On that date, Phelps Dodge drew down the $175 million and
the loan matures on December 15, 1999.
On October 27, 1999, the $100 million outstanding balance on Cyprus Amax's Term
Loan facility was repaid.
-16-
Cyprus Amax paid regular dividends of 5 cents per share on its common stock and
$1.00 per preferred share during the quarter. At September 30, 1999, 90,658,627
shares of the Company's Common Stock were outstanding.
On October 19, 1999, Cyprus Amax announced that it had called for redemption of
all its $4.00 Series A Convertible Preferred Stock at a redemption price of
$52.4778 per share, which includes accrued and unpaid dividends of $.8778 per
share. The date of redemption is November 19, 1999.
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.
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.
-17-
Cyprus Amax has completed the awareness, inventory, assessment, remediation and
testing and implementation phases on its mission -critical systems. The
remaining work consists of completing and testing portions of contingency plans
and applying appropriate Y2K-related updates as they are provided by key
vendors.
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.
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 $18
million has been spent through September 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
-18-
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 (1)
identified scenarios involving possible failures for Year 2000 focusing on
critical systems and critical third party vendors and customers and (2)
developed 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. As of September 30, 1999, the Company has contingency plans in place
for most mission-critical systems with the remainder to be completed in the
fourth quarter.
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
- --------------------------
On October 17, 1999, upon receipt of written notice from Phelps Dodge
Corporation that it had completed its exchange offer for shares of Cyprus Amax's
common stock and accepted all validy tendered shares for purchase, the number of
directors constituting the entire Board of Directors of Cyprus Amax was reduced
to five, composed of Milton H. Ward, William C. Bousquette, Douglas C. Yearley
and J. Steven Whisler, with one directorship remaining vacant until October 23,
1999 at which time Manuel J. Iraola became a director.
On October 21, 1999, Douglas C. Yearley, Chairman and CEO of Phelps Dodge
Corporation was appointed Chairman, President and CEO of Cyprus Amax Minerals
Company replacing Milton H. Ward.
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) Four Form 8-K's were filed during the quarter ended September 30, 1999 in
regards to (1) Cyprus Amax's merger with Phelps Dodge Corporation and
redemption of Cyprus Amax's Preferred Stock (2) Amendment to Cyprus Amax's
potential merger with ASARCO Incorporated (3) Cyprus Amax's potential
merger with Asarco Incorporated and (4) Completion of the sale of Cyprus
Amax's coal subsidiary to RAG International Mining Gmbh.
-20-
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: November 11, 1999 /s/ John Taraba
-------------------- ---------------------------
Vice President and
Controller
-21-