1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________to ___________
Commission file number 1-9620
KINAM GOLD INC.
(Formerly Amax Gold Inc.)
(Exact name of registrant as specified in its charter)
DELAWARE 06-1199974
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
185 SO STATE ST., # 820, SALT LAKE CITY, UTAH 84111
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (801) 363-9152
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Common Stock Outstanding, $0.01 par value, as of May 12, 2000 - 92,213,928
shares
Total Pages - 11
Exhibit Index Located on Page 10
30
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions except per share amounts)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
-------- --------
Revenues $ 55.9 $ 57.7
Costs and operating expenses (income):
Cost of sales 40.7 37.1
Depreciation and depletion 19.8 20.6
General and administrative (1.1) (0.9)
Exploration 0.6 0.4
-------- --------
Total costs and operating expenses 60.0 57.2
-------- --------
(Loss) income from operations (4.1) 0.5
Interest expense (2.5) (2.8)
Interest income 1.3 0.2
Other -- 0.8
-------- --------
Loss before income taxes (5.3) (1.3)
Income tax expense (1.2) (0.5)
-------- --------
Net loss (6.5) (1.8)
Preferred stock dividends (1.7) (1.7)
-------- --------
Loss attributable to common shares $ (8.2) $ (3.5)
======== ========
Per common share:
Net basic and diluted loss $ (0.09) $ (0.04)
Weighted average number of common shares outstanding 92.2 92.2
The accompanying notes are an integral part of these financial statements.
2
3
KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions except par value of stock)
(Unaudited)
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
ASSETS
Current
Cash and equivalents $ 26.7 $ 25.1
Inventories 43.7 49.2
Receivables 22.4 21.8
Other 3.1 2.2
------- -------
Current assets 95.9 98.3
Property, plant and equipment, net 336.0 351.0
Other 14.4 14.6
------- -------
$ 446.3 $ 463.9
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Current
Demand loan $ 73.6 $ 73.6
Current maturities of long-term debt 22.5 25.3
Accounts payable, trade 18.0 22.7
Accrued and other current liabilities 14.0 15.2
Reclamation reserve, current portion 5.9 6.2
------- -------
Current liabilities 134.0 143.0
Advance from parent 215.3 213.2
Long-term debt 109.6 110.6
Reclamation reserve, non-current portion 25.2 24.6
Other 17.9 20.0
------- -------
502.0 511.4
------- -------
Shareholders' equity (capital deficiency):
Preferred stock, par value $1.00 per share, authorized 10,000,000
shares, 2,000,000 shares designated as $2.25 Series A Convertible
Preferred Stock, no shares issued and outstanding: and 1,840,000
shares designated as $3.75 Series B Convertible Preferred Stock,
issued and outstanding 1,840,000 shares 1.8 1.8
Common stock, par value $.01 per share, authorized 200,000,000
shares, issued and outstanding 92,213,928 shares 0.9 0.9
Paid-in capital 409.4 409.4
Accumulated deficit (467.8) (459.6)
------- -------
Total shareholders' equity (capital deficiency) (55.7) (47.5)
------- -------
Total liabilities and shareholders' equity (capital deficiency) $ 446.3 $ 463.9
======= =======
The accompanying notes are an integral part of these financial statements.
3
4
KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
--------------------
2000 1999
----- ------
Cash flows from operating activities
Net loss $(6.5) $(1.8)
Adjustments to reconcile net loss to cash flow provided from
operations:
Depreciation and depletion 19.8 20.6
Increase in reclamation reserve 0.3 0.5
(Increase) decrease in working capital items (6.6) 0.3
----- -----
Cash flow provided from operating activities 7.0 19.6
----- -----
Cash flows used in investing activities:
Capital expenditures (2.0) (0.9)
----- -----
Cash flow used in investing activities (2.0) (0.9)
----- -----
Cash flows from financing activities:
Repayment of debt (3.8) (9.7)
Advance from parent 2.1 --
Preferred dividends paid (1.7) (1.7)
----- -----
Cash flow used in financing activities (3.4) (11.4)
----- -----
Net increase in cash and cash equivalents 1.6 7.3
Cash and cash equivalents at January 1 25.1 18.5
----- -----
Cash and cash equivalents at March 31 $26.7 $25.8
===== =====
The accompanying notes are an integral part of these financial statements.
4
5
KINAM GOLD INC.
(FORMERLY AMAX GOLD INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying interim unaudited consolidated financial statements include all
adjustments that 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 the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
On June 1, 1998, Kinam Gold, Inc. (the Company) completed a merger agreement
with Kinross Gold Corporation ("Kinross") providing for a combination of their
businesses. Kinross currently owns 100% of the Company's outstanding common
stock.
2. INVENTORIES
Inventories consist of the following (in millions):
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
Gold:
Finished goods $ 8.1 $14.4
Work in progress 2.3 2.7
Materials and supplies 33.3 32.1
----- -----
$43.7 $49.2
===== =====
3. LONG-TERM DEBT
Long-term debt repayments during the first quarter of 2000 were comprised of
capital lease repayments of $2.0 million and repayments of the Kubaka
subordinated working capital debt totaling $1.8 million.
4. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis, and call option
contracts options are entered into from time to time to protect the Company from
the effect of price changes on precious metals sales. As of March 31, 2000 the
Company had no outstanding hedge contracts.
5
6
During July 1998, the Company liquidated its hedge position and received
approximately $45.9 million in cash. In connection with the transaction the
Company recognized a gain of $41.7 million, net of costs previously incurred.
The gain is being included in revenue over the period the underlying hedge
contracts were originally scheduled to expire.
5. COMMITMENTS AND CONTINGENCIES
Reclamation, site restoration and closure costs are accrued on a
units-of-production basis using estimates based upon current federal, state and
applicable foreign laws and regulations governing the protection of the
environment. These laws and regulations are continually changing and generally
becoming more restrictive. Any changes in these laws and regulations could
impact future estimated reclamation costs. Total reclamation costs for the
Company at the end of current operating mine lives are estimated to be
approximately $45.0 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PRODUCTION RESULTS
The following table sets forth the Company's ounces of gold production,
production costs, ounces of gold sold and average realized prices for the three
months ended March 31, 2000 and 1999.
THREE MONTHS ENDED
MARCH 31,
------------------------
2000 1999
-------- --------
Gold production (ounces)
Fort Knox 76,681 72,812
Kubaka 59,592 62,001
Refugio 25,666 26,425
Hayden Hill 2,227 3,757
Guanaco 4,265 6,530
-------- --------
Consolidated gold production 168,431 171,525
======== ========
Cash operating cost ($ per ounce of gold produced)(1)
Fort Knox $ 241 $ 223
Kubaka 113 98
Refugio 260 240
Hayden Hill 258 159
Guanaco 146 154
-------- --------
Consolidated cash operating cost $ 196 $ 177
======== ========
Total cash cost ($ per ounce of gold produced)(2)
Fort Knox $ 241 $ 223
Kubaka 150 143
Refugio 276 253
Hayden Hill 269 166
Guanaco 165 171
-------- --------
Consolidated total cash cost $ 213 $ 195
======== ========
Total production cost ($ per ounce of gold produced)(3)
6
7
Fort Knox $ 357 $ 338
Kubaka 318 317
Refugio 335 328
Hayden Hill 269 166
Guanaco 165 171
-------- --------
Consolidated total production cost $ 334 $ 319
======== ========
Ounces of gold sold 190,279 193,960
Average realized price per ounce of gold $ 293 $ 297
(1) Cash operating cost at the mine sites includes overhead, net of credits for
silver by-product.
(2) Total cash cost includes cash operating cost plus royalties and applicable
production taxes.
(3) Total production cost includes total cash cost plus reclamation and
depreciation and depletion.
RESULTS OF OPERATIONS
The Company reported a first quarter 2000 net loss of $6.5 million, or $.09 per
share after preferred dividends, on revenue of $55.9 million, compared with a
1999 first quarter net loss of $1.8 million, or $.04 per share after preferred
dividends, on revenue of $57.7 million. An operating loss of $4.1 million for
the first quarter of 2000 compared with operating income of $0.5 million for the
1999 first quarter. Slightly lower gold sales coupled with lower realized prices
and higher cash costs contributed to the operating loss.
The Company's average realized price in the first quarter of 2000 declined to
$293 per ounce compared with $297 per ounce for the 1999 first quarter. The
average spot price was $290 per ounce in the first quarter of 2000 compared with
$287 per ounce in the first quarter of 1999. The realized price exceeded the
spot price due to the amortization of the gain realized when the hedge position
was closed in 1998.
The Company's first quarter 2000 gold production of 168,431 ounces compared with
171,525 ounces in the 1999 first quarter. The Company's first quarter 2000 cost
of sales increased to $40.7 million, compared with $37.1 million in the first
quarter of 1999. Consolidated total cash costs increased to $213 per ounce for
the first quarter of 2000, compared with $195 per ounce in the first quarter of
1999 partially due to increased diesel fuel prices.
FORT KNOX MINE
Gold production in the first quarter of 2000 was 76,681 ounces, compared with
72,812 ounces during the first quarter of 1999. In the first quarter of 2000,
total cash costs were $241 per ounce of gold compared with $223 in 1999. The
Fort Knox mill processed 3.7 million tons during the first quarter of 2000
compared to 3.2 million in 1999. Cash spending was $2.2 million higher than the
first quarter of 1999. Increased spending was incurred due to unplanned
maintenance expenditures of $0.7 million and higher than planned tons mined and
milled. The balance of the year production is expected to return to normal
levels as the grade of ore processed is expected to increase. Estimated gold
production for 2000 remains at 350,000 ounces at total cash costs of
approximately $200 per ounce.
7
8
KUBAKA MINE
The Company's share of gold production in the first quarter of 2000 was 59,592
ounces, compared with 62,001 ounces during the first quarter of 1999. In the
first quarter of 2000, total cash costs were $150 per ounce of gold compared
with $143 in 1999. Total cash costs per ounce of gold increased due to inclusion
of the 5% export royalty in 2000. The Kubaka mine continues to perform
exceptionally well, having achieved the lowest total cash costs per ounce of the
Company's operations due to the high-grade nature of the ore body and its
efficient exploitation. The 1999-2000 winter road re-supply was completed once
again on time and on budget.
REFUGIO MINE
The Company's share of gold production in the first quarter of 2000 was 25,666
ounces, compared with 26,425 ounces during the first quarter of 1999. In the
first quarter of 2000, total cash costs were $276 per ounce of gold as compared
with $253 in 1999. Cash spending was on plan, but lower than anticipated gold
production due to a shortfall of tons crushed in late 1999, resulted in higher
than planned unit costs in the first quarter. However, Compania Minera Maricunga
(CMM), the Chilean joint venture company, placed 2.8 million tons on the
leachpad during the quarter, its best quarterly tonnage performance to date. In
2000, CMM continued to improve operations and replace inefficient equipment. In
the first quarter, the fourth, and final tertiary crusher was replaced and four
of five power generation plants were overhauled.
The Company's first quarter 2000 depreciation and depletion decreased to $19.8
million from $20.6 million in the first quarter for 1999 due primarily to
decreased sales and lower depreciation rates due to the 1999 write downs.
General and administrative income of $1.1 million for the first quarter of 2000
compared with 1999 first quarter income of $0.9 million. The increased income is
mainly attributable to the inclusion of the Refugio management fee in 2000.
The $0.2 million increase in exploration expense to $0.6 million for the first
quarter of 2000 resulted from increased exploration near the Guanaco Mine in
Chile.
Lower interest expense of $2.5 million for the first quarter of 2000, compared
with $2.8 million for the 1999 first quarter, was primarily attributed to lower
debt balances.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow from operations for the first quarter of 2000 of $7.0
million compared with $19.6 million for the comparable 1999 first quarter. The
decrease was due to higher cash costs and lower sales, coupled with a
significant increase in working capital primarily due to reduced trade payables.
Capital spending was $2.0 million for the 2000 first quarter compared with $0.9
million during the 1999 first quarter. Approximately $1.2 million was spent at
Fort Knox, primarily on permitting activities of the True North property, while
the remaining $0.8 million was spent at Refugio during the 2000 first quarter to
address certain operational inefficiencies.
8
9
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this report
are forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from projected results. Such
forward-looking statements include statements regarding expected dates for gold
sales, reserve additions, projected quantities of future gold production,
estimated reserves and recovery rates, anticipated production rates, costs and
expenditures, prices realized by the Company and expected to be realized,
expected future cash flows, anticipated financing needs, growth plans and
sources of financing and repayment alternatives. Factors that could cause actual
results to differ materially from such forward-looking statements include, among
others: risks and uncertainties relating to general domestic and international
economic and political conditions, the cyclical and volatile price of gold, the
political and economic risks associated with foreign operations, cost overruns,
unanticipated ground and water conditions, unanticipated grade and geological
problems, metallurgical and other processing problems, availability of materials
and equipment, the timing of receipt of necessary governmental permits and
approvals, the occurrence of unusual weather or operating conditions, force
majeure event, lower than expected ore grades, the failure of equipment or
processes to operate in accordance with specifications or expectations, labor
relations, accidents, environmental risks, the results of financing efforts and
financial market conditions and other risk factors detailed in the Company's
Securities and Exchange Commission filings. Refer to the Risk Factors on pages
13 to 16 of the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission, for a more detailed discussion of risks.
Many of such factors are beyond the Company's ability to control or predict.
Readers are cautioned not to put undue reliance on forward-looking statements.
The Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
COMMODITY PRICE RISKS
The Company's revenues are derived primarily from the sale of gold production.
The Company's net income can vary significantly with fluctuations in the market
prices of gold. At various times, in response to market conditions, the Company
has entered into gold forward sales contracts for some portion of expected
future production to mitigate the risk of adverse price fluctuations. The
significant decline in spot gold prices in 1998 increased the value of the
Company's forward sales contracts. The Company closed out these contracts in
1998 for $45.9 million in cash. See note 4 to the consolidated financial
statements. Based on the Company's projected 2000 sales volume, each $10 per
ounce change in the average realized price on gold sales would have an
approximate $7.25 million impact on revenues and pre-tax earnings.
FOREIGN CURRENCY EXCHANGE RISK
The Company conducts the majority of its operations in the U.S., Russia, and
Chile. Currency fluctuations affect the cash flow that the Company will realize
from its operations as gold is sold in U.S. dollars, while production costs are
incurred in Russian rubles, Chilean pesos and U.S. dollars. The Company's
results are positively affected when the U.S. dollar strengthens against these
foreign currencies and adversely affected when the U.S. dollar weakens against
these foreign currencies. The Company's cash and equivalent balances are held in
U.S. dollars. Holdings denominated in other currencies are relatively
insignificant.
The temporal method is used to consolidate results of operations in Russia. The
major currency-related exposure at any balance sheet date is on
ruble-denominated cash balances and working capital. Because the bullion
inventory is denominated in U.S. dollars, there are no related foreign exchange
risks. The foreign exchange exposure on the balance of the Company's working
capital items is nominal. Gold sales are
9
10
primarily denominated 50% in U.S. dollars and 50% in rubles. The U.S. dollars
received are used to service the U.S. dollar denominated debt and the foreign
supplies inventory purchases, while the rubles received from the gold sales are
used to pay local operating costs. The Company has and will continue to convert
any excess rubles into U.S. dollars to repay U.S. denominated third party and
inter-corporate debt obligations. Assuming estimated 2000 ruble payments of 880
million rubles at an exchange rate of 30 rubles to one U.S. dollar, each 2
rubles change to the U.S. dollar could result in an approximate $1.8 million
change in the Company's pre-tax earnings.
In Chile, the currency measurement is the U.S. dollar as the majority of
transactions are denominated in U.S. dollars. Local expenditures are recorded
based on the prevailing exchange rate at the time and bullion settlement
receivables are denominated in U.S. dollars. Assuming the Company's share of
estimated 2000 pesos payments of 3.2 billon pesos at an exchange rate of 515
pesos to one U.S. dollar, each 15 pesos change to the U.S. dollar could result
in an approximately $0.2 million change in the Company's pre-tax earnings.
INTEREST RATE RISKS
As at March 31, 2000, the Company carried $115.9 million of variable rate debt,
all denominated in U.S. dollars. Interest expense would change by approximately
$1.2 million for every one percent change in interest rates.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is also involved in legal proceedings and claims which arise in the
ordinary course of its business. The Company believes these claims are without
merit and is vigorously defending them. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially affect
the financial position, results of operations or cash flows of the Company.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number
--------------
(10) Purchase and Sale Agreement, effective as of May 14, 1999,
between Newmont Alaska Limited, Kinam Gold Corporation,
Fairbanks Gold Mining Inc., and Newmont Gold Company.
(27) Financial Data Schedule
(b) Reports on Form 8-K - None
10
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KINAM GOLD INC.
By /s/ Brian W. Penny
---------------------------------
Treasurer and Director
(principal financial officer)
Dated: May 12, 2000
11
12
EXHIBIT INDEX
Exhibit
Number DESCRIPTION
- -------- -----------
(10) Purchase and Sale Agreement, effective as of May 14, 1999,
between Newmont Alaska Limited, Kinam Gold Corporation,
Fairbanks Gold Mining Inc., and Newmont Gold Company.
(27) Financial Data Schedule