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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, 2001
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.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1199974
- -------------------------------------- -------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
185 SOUTH 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, $0.01 par value,outstanding as of May 11, 2001 - 92,213,928 shares
Total Pages -12
Exhibit Index Located on Page 12
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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
2001 2000
------ ------
Revenues $ 48.4 $ 55.9
------ ------
Costs and operating expenses
Cost of sales 34.0 40.7
Depreciation and depletion 14.7 19.8
General and administrative 0.2 0.2
Exploration 0.9 0.6
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Total costs and operating expenses 49.8 61.3
------ ------
Loss from operations (1.4) (5.4)
Interest expense (1.8) (2.5)
Interest income 0.5 1.3
Other 1.8 1.3
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Loss before income taxes (0.9) (5.3)
Income tax expense (0.9) (1.2)
------ ------
Net loss (1.8) (6.5)
Preferred stock dividends (1.7) (1.7)
------ ------
Loss attributable to common shares $ (3.5) $ (8.2)
====== ======
Per common share:
Net basic and diluted loss $(0.04) $(0.09)
Weighted average number of common shares outstanding 92.2 92.2
The accompanying notes are an integral part of these financial statements.
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KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions except per share amounts)
(Unaudited)
MARCH 31 DECEMBER 31
2001 2000
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ASSETS
Current
Cash and cash equivalents $ 26.6 $ 23.3
Inventories 50.5 51.6
Receivables 16.5 13.7
Other 2.7 4.2
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Current assets 96.3 92.8
Property, plant and equipment, net 296.4 266.7
Other 13.2 13.3
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$ 405.9 $ 372.8
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Current
Demand loan $ 73.6 $ 73.6
Current portion of long-term debt 32.6 30.5
Accounts payable, trade 16.5 14.0
Accrued and other current liabilities 17.2 16.6
Current portion of site restoration cost accruals 3.2 3.6
------- -------
Current liabilities 143.1 138.3
Advance from parent 241.5 219.9
Long-term debt 51.1 77.2
Site restoration cost accruale 30.3 30.0
Other 10.2 11.5
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473.2 476.9
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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,
1,840,000 shares issued and outstanding 1.8 1.8
Common stock, par value $.01 per share, authorized 200,000,000
shares, 92,213,928 shares issued and outstanding 0.9 0.9
Paid-in capital 450.2 412.9
Accumulated deficit (523.2) (519.7)
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Total shareholders' equity (capital deficiency) (70.3) (104.1)
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Total liabilities and shareholders' equity (capital deficiency) $ 405.9 $ 372.8
======= =======
The accompanying notes are an integral part of these statements
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KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(Unaudited)
THREE MONTHS ENDED
MARCH 31
2001 2000
----- -----
Cash flow provided from operating activities
Net loss $(1.8) $(6.5)
Adjustments to reconcile net loss to cash flow provided from operations:
Depreciation and depletion 14.7 19.8
(Decrease) increase in site restoration cost accruals (0.1) 0.3
Decrease (increase) in working capital items 2.1 (6.6)
Other (1.2) --
----- -----
Cash flow provided from operating activities 13.7 7.0
----- -----
Cash flow used in investing activities:
Capital expenditures (8.0) (2.0)
----- -----
Cash flow used in investing activities (8.0) (2.0)
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Cash flow used in financing activities:
Repayments of debt (24.0) (3.8)
Advances from parent 21.6 2.1
Preferred dividends paid -- (1.7)
----- -----
Cash flow used in financing activities (2.4) (3.4)
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Net increase in cash and cash equivalents 3.3 1.6
Cash and cash equivalents at January 1 23.3 25.1
----- -----
Cash and cash equivalents at March 31 $26.6 $26.7
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The accompanying notes are an integral part of these statements
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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, 2000.
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. ECONOMIC DEPENDENCE
The Company relies solely on Kinross for funding the portion of operating costs,
capital expenditures, general corporate expenditures and debt and interest
payments not funded by cash flow provided from operating activities. Assuming
the price of gold remains at current levels the Company anticipates additional
borrowings from its parent. While Kinross has funded these obligations in the
past it is under no obligation to do so, and there can be no assurance that the
Company may not have to seek funding from other sources in the future. Kinross
has agreed to continue to support the Company for the remainder of 2001.
3. INVENTORIES
Inventories consist of the following (in millions):
MARCH 31 DECEMBER 31
2001 2000
----------- -----------
Gold
Finished goods $ 14.6 $ 16.8
Work in progress 1.9 2.2
Materials and supplies 34.0 32.6
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$ 50.5 $ 51.6
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4. LONG-TERM DEBT
Long-term debt repayments during the first quarter of 2001 totaled $24.0
million. Debt repayments were comprised of $1.2 million of capital lease
repayments at Fort Knox, $0.2 million of capital lease repayments at Refugio,
$0.6 million of project-financing debt repayments at Kubaka, and a partial early
repayment of the Alaska Industrial Revenue Bonds of $22.0 million from cash set
aside which was effectively made April 4, 2001.
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5. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis 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, 2001 the Company had no outstanding hedge
contracts.
During July 1998, the Company liquidated its hedge position and received
approximately $45.9 million in cash. In connection with this 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. The Company realized $0.9 million
for the first quarter relating to the amortization of these hedge gains.
6. COMMITMENTS AND CONTINGENCIES
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 site
restoration costs. Total site restoration costs for the Company at the end of
current operating mine lives are estimated to be approximately $36.0 million.
7. 2001 FIGURES
Certain of the 2000 figures have been reclassified to the current year
presentation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
Production Results
The following table sets forth the Company's ounces of gold equivalent
production, production costs, ounces of gold sold and average realized prices
for the three months ended March 31, 2001 and 2000.
THREE MONTHS ENDED
MARCH 31
2001 2000
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Gold equivalent production (ounces)
Fort Knox 100,347 77,551
Kubaka 56,175 61,573
Refugio 25,827 25,788
Hayden Hill 1,065 2,613
Guanaco 1,718 4,587
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Consolidated gold production 185,132 172,112
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Cash operating costs ($ per ounce of gold equivalent produced)
Fort Knox $ 186 $ 238
Kubaka 120 114
Refugio 231 261
Hayden Hill 280 248
Guanaco 413 163
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Consolidated cash operating costs $ 175 $ 195
======== ========
Total cash costs ($ per ounce of gold equivalent produced)
Fort Knox $ 186 $ 238
Kubaka 141 150
Refugio 244 276
Hayden Hill 289 258
Guanaco 436 180
-------- --------
Consolidated total cash costs $ 183 $ 211
======== ========
Total production costs ($ per ounce of gold equivalent produced)
Fort Knox $ 293 $ 338
Kubaka 278 316
Refugio 244 345
Hayden Hill 289 258
Guanaco 436 180
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Consolidated total production costs $ 283 $ 326
======== ========
Ounces of gold sold 183,791 190,279
Average realized price per ounce of gold $ 264 $ 293
Cash operating costs at the mine sites includes overhead.
Total cash costs include cash operating costs plus royalties and applicable
production taxes.
Total production costs include total cash costs plus reclamation and
depreciation and depletion.
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The Company reported a first quarter 2001 net loss of $1.8 million, or $.04 per
share attributable to common shares after preferred dividends, on revenue of
$48.4 million compared with a 2000 first quarter net loss of $6.5 million, or
$.09 per share attriutable to common shares after preferred dividends, on
revenue of $55.9 million. The Company reported an operating loss of $1.4 million
for the first quarter of 2001 compared with an operating loss of $5.4 million
for the 2000 first quarter. Low gold prices contributed to the operating losses
in both quarters.
The Company's average realized price for gold in the first quarter of 2001 was
$264 per ounce compared with $293 per ounce for the 2000 first quarter. The
average spot price was $263 per ounce in the first quarter of 2001 compared with
$290 per ounce in the first quarter of 2000. The realized price exceeded the
spot price due to the amortization of the gain realized when a significant hedge
position was closed in 1998.
The Company's first quarter 2001 depreciation and depletion expense decreased to
$14.7 million from $19.8 million in the first quarter of 2000 due to the
writedown of the Company's Refugio property in the fourth quarter of 2000 and
the effect of increased reserves at Fort Knox and Kubaka.
General and administrative expense of $0.2 million for the first quarter of 2001
was unchanged from the 2000 first quarter. Substantially all management and
administrative services are provided by Kinross to the Company at no cost.
Other income of $1.8 million in the first quarter of 2001 compared with $1.3
million in the first quarter of 2000. The management fees earned from the Kubaka
and Refugio operations are included in other income.
The $0.3 million increase in exploration expense to $0.9 million for the first
quarter of 2001 resulted from increased exploration near the Kubaka mine in
Russia.
Lower interest expense of $1.8 million for the first quarter of 2001, compared
with $2.5 million for the 2000 first quarter, was primarily attributed to lower
debt balances and lower interest rates on the variable debt.
PRIMARY OPERATIONS
FORT KNOX MINE
Gold equivalent production during the first quarter of 2001 was 100,347 ounces
compared with 77,551 ounces in 2000. Minesite production expenditures were
unchanged from the prior year, however as a result of mining a higher-grade
portion of the Fort Knox open pit, total cash costs decreased to $186 per ounce
of gold equivalent compared with $238 per ounce in 2000. Capital expenditures in
Alaska totaled $7.9 million during the quarter. The majority of the capital
expenditures focused on the new haulage road from the True North deposit to the
Fort Knox processing plant. The construction of this haulage road was
substantially complete by the end of the quarter and the Fort Knox mill
commenced processing of the True North ore during April. Estimated gold
equivalent production and total cash costs per ounce for 2001 at the Fort Knox
operations remain unchanged from previous estimates.
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KUBAKA MINE (54.7% OWNERSHIP INTEREST)
The Company's share of gold equivalent production in the first quarter of 2001
was 56,175 ounces compared with 61,573 ounces in 2000. Total cash costs were
$141 per ounce of gold equivalent compared with $150 per ounce in 2000. The
Company's share of minesite production expenditures was $1.7 million less than
incurred during the first quarter of 2000. Mill throughput increased by 12%,
which combined with lower cash spending compensated for the 18% decrease in the
grade of the ore processed. Estimated gold equivalent production and total cash
costs per ounce for 2001 at the Kubaka operations remain unchanged from previous
estimates.
REFUGIO MINE (50% OWNERSHIP INTEREST)
The Company's share of gold equivalent production during the first quarter of
2001 was 25,827 ounces compared with 25,788 ounces in 2000. Total cash costs
were $244 per ounce of gold equivalent compared with $276 per ounce in 2000. The
current operating plan for Refugio is to continue to mine and stack ore on the
leachpad until May 31, 2001. The Refugio operations will commence residual
leaching and the mining activities will be placed on care and maintenance at
that point. Estimated gold equivalent production and total cash costs per ounce
for 2001 at the Refugio operations remain unchanged from previous estimates.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow from operations for the first three months of 2001 was
$13.7 million compared with $7.0 million for the comparable 2000 three months.
The increase was primarily due to lower operating costs and increased production
of gold equivalent ounces.
Capital spending was $8.0 million for the first three months of 2001 compared
with $2.0 million during the first three months of 2000. Approximately $7.9
million was spent at Fort Knox, primarily on permitting activities and the
construction of the new access road for the True North project. Kubaka spent
$0.1 million in the first quarter of 2001. Capital spending in the first quarter
was funded by cash flow provided from operating activities. Capital spending for
2001 is estimated to be approximately $18.0 million primarily for the
development of the True North property.
There were no dividends paid in the first quarter of 2001 as the Board of
Directors suspended the quarterly dividend on the $3.75 Series B Convertible
Preferred Stock beginning with the preferred dividend that was payable in August
2000. Included in paid-in capital is a $5.2 million accrual representing the
cumulative unpaid dividend.
Paid-in capital increased by $37.3 million in the first quarter of 2001. $35.6
million was due to an additional investment by Kinross representing the carrying
value of the assets transferred to the Company. The assets transferred to the
Company included the Ryan Lode property and 35% of the True North property
thereby increasing the Company's share of the True North property to 100%. The
balance of $1.7 million was the accrual of the quarterly dividend.
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Long-term debt repayments during the first quarter of 2001 totaled $24.0
million. Debt repayments were comprised of $1.2 million of capital lease
repayments at Ft Knox, $0.2 million of capital lease repayments at Refugio, $0.6
million of project-financing debt at Kubaka, and a partial early repayment of
the Alaska Industrial Revenue Bonds of $22.0 million.
In the first quarter of 2001 the Company borrowed $21.6 million from Kinross for
the partial early repayment of the Alaska Industrial Revenue Bonds. The balance
of the long-term debt repayments were made from cash flow provided from
operating activities.
The Company relies solely on Kinross for funding the portion of operating
costs, capital expenditures, general corporate expenditures and debt and
interest payments not funded by cash flow from operations. The Company
continues to conserve cash whenever possible including approving only capital
expenditures necessary to sustain operations, continued low exploration
expenditures, suspending the payment of preferred stock dividends and
continually monitoring operating costs at all its operations. Assuming the
price of gold remains at $260 per ounce the Company anticipates additional
borrowing from Kinross in 2001 to fund the current debt repayment requirements
and planned capital expenditures, primarily on the True North project. While
Kinross has funded these obligations in the past it is under no obligation to
do so after 2001, and there can be no assurance that the Company may not have
to seek funding from other sources in the future.
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 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: the cyclical and volatile price of gold, risks and uncertainties
relating to general domestic and international economic and political
conditions, 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 events, 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 14 to 17 of the Company's Annual Report on
Form 10K dated December 31, 2000 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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1. COMMODITY PRICE RISKS
The Company's revenues are derived primarily from the sale of gold production.
The Company's revenues and net income or loss can vary significantly with
fluctuations in the market prices of gold. Based on the Company's projected 2001
sales volume, each $10 per ounce change in the average realized price of gold
sales would have an approximate $7.25 million impact on revenues and pre-tax
earnings.
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
held at that time. The Company closed out these contracts in 1998 for $45.9
million in cash. The Company does not currently hold any forward sales
contracts.
2. 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 primarily 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 cash 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 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 2001 ruble payments of 615 million rubles at an exchange rate
of 30 rubles to one U.S. dollar, each 3 rubles change to the U.S. dollar could
result in an approximate $2.0 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 2001 pesos payments of 3.4 billon pesos at an exchange rate of 560
pesos to one U.S. dollar, each 50 pesos change to the U.S. dollar could result
in an approximately $0.6 million change in the Company's pre-tax earnings.
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3. INTEREST RATE RISKS
As at March 31 2001, the Company carried $74.1 million of variable rate debt,
all denominated in U.S. dollars. Interest expense would change by approximately
$0.7 million per year for every one percent change in interest rates.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is 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 - None
(b) Reports on Form 8-K - None
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 11, 2001
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