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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 JUNE 30, 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)
NEVADA 06-1199974
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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 August 13, 2001 - 92,213,928
shares
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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 SIX MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
------- ------- ------- -------
Revenues $ 52.5 $ 48.7 $ 100.9 $ 104.6
------- ------- ------- -------
Costs and operating expenses:
Cost of sales 35.7 35.9 69.7 76.6
Depreciation and depletion 17.8 16.5 32.5 36.3
General and administrative 0.5 0.2 0.7 0.4
Exploration 0.7 0.9 1.6 1.5
------- ------- ------- -------
Total costs and operating expenses 54.7 53.5 104.5 114.8
------- ------- ------- -------
Loss from operations (2.2) (4.8) (3.6) (10.2)
Interest expense (1.3) (3.1) (3.1) (5.6)
Interest income 0.4 0.4 0.9 1.7
Other income 0.8 1.4 2.6 2.7
------- ------- ------- -------
Loss before income taxes (2.3) (6.1) (3.2) (11.4)
Income tax expense (0.6) (0.6) (1.5) (1.8)
------- ------- ------- -------
Net loss (2.9) (6.7) (4.7) (13.2)
Preferred stock dividends (1.7) (1.7) (3.4) (3.4)
------- ------- ------- -------
Loss attributable to common shares $ (4.6) $ (8.4) $ (8.1) $ (16.6)
======= ======= ======= =======
Per common share:
Net basic and diluted loss $ (0.05) $ (0.09) $ (0.09) $ (0.18)
Weighted average number of common shares outstanding 92.2 92.2 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
(Dollars in millions except par value of stock)
(Unaudited)
JUNE 30 DECEMBER 31
2001 2000
-------- -----------
ASSETS
Current
Cash and equivalents $ 14.3 $ 23.3
Inventories 44.3 51.6
Receivables 12.3 13.7
Other 3.5 4.2
-------- --------
Current assets 74.4 92.8
Property, plant and equipment, net 283.0 266.7
Other 13.7 13.3
-------- --------
$ 371.1 $ 372.8
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Current
Demand loan $ 73.6 $ 73.6
Current maturities of long-term debt 45.0 30.5
Accounts payable, trade 13.6 14.0
Accrued and other current liabilities 13.7 16.6
Reclamation reserve, current portion 2.7 3.6
-------- --------
Current liabilities 148.6 138.3
Advance from parent 229.6 219.9
Long-term debt 26.7 77.2
Reclamation reserve, non-current portion 30.6 30.0
Other 8.8 11.5
-------- --------
444.3 476.9
-------- --------
Commitments and contingencies
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 451.9 412.9
Accumulated deficit (527.8) (519.7)
-------- --------
Total shareholders' equity (capital deficiency) (73.2) (104.1)
-------- --------
Total liabilities and shareholders' equity (capital deficiency) $ 371.1 $ 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 SIX MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
----- ----- ----- -----
Cash flow from operating activities
Net loss $(2.9) $(6.7) $(4.7) $(13.2)
Adjustments to reconcile net loss to cash flow provided from operations:
Depreciation and depletion 17.8 16.5 32.5 36.3
Increase (decrease) in reclamation reserve (0.2) 0.1 (0.3) 0.4
(Increase) decrease in working capital items 1.4 0.5 3.5 (6.1)
Accounts receivable 4.2 (0.6) 1.4 0.2
Inventories 4.4 2.5 4.7 3.9
Other assets (0.8) -- 0.7 (0.9)
Accounts payable and accrued liabilities (6.4) (1.4) (3.3) (9.3)
Other (1.9) (4.4) (3.1) (4.4)
----- ----- ----- -----
Cash flow provided from operating activities 14.2 6.0 27.9 13.0
----- ----- ----- -----
Cash flow used in investing activities:
Capital expenditures (2.6) (4.5) (10.6) (6.5)
----- ----- ----- -----
Cash flow used in investing activities (2.6) (4.5) (10.6) (6.5)
----- ----- ----- -----
Cash flow from financing activities:
Repayments of financings (12.0) (12.4) (36.0) (16.2)
Proceeds from financings from parent (11.9) (0.8) 9.7 1.3
Preferred dividends paid -- (1.7) -- (3.4)
----- ----- ----- -----
Cash flow used in financing activities (23.9) (14.9) (26.3) (18.3)
----- ----- ----- -----
Net decrease in cash and cash equivalents (12.3) (13.4) (9.0) (11.8)
Cash and cash equivalents at beginning of period 26.6 26.7 23.3 25.1
----- ----- ----- -----
Cash and cash equivalents at end of period $14.3 $13.3 $14.3 $13.3
===== ===== ===== =====
Cash and cash equivalents, end of year
Supplementary disclosure of cash flow information:
Cash paid for: Interest $ 2.1 $ 4.2 $ 3.4 $ 6.1
Income taxes $ 1.9 $ 2.9 $ 2.4 $ 2.7
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 audited 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 and subsequent to June 30th acquired 51.4% of the Company's outstanding
preferred 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. Kinross
also provides substancially all administrative and management services to the
Company at no cost. Accordingly the financial statements do not reflect a charge
for these services.
3. INVENTORIES
Inventories consist of the following (in millions):
JUNE 30 DECEMBER 31
2001 2000
------- -----------
Gold
Finished goods $ 11.8 $ 16.8
Work in progress 1.7 2.2
Materials and supplies 30.8 32.6
------- -------
$ 44.3 $ 51.6
======= =======
4. LONG-TERM DEBT
Long-term debt repayments during the first six months of 2001 totaled $36.0
million. Debt repayments were comprised of $2.0 million of capital lease
repayments at Fort Knox, $0.4 million of capital lease repayments at Refugio,
$11.6 million of project-financing debt repayments at Kubaka, and a partial
early repayment of the
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Alaska Industrial Revenue Bonds of $22.0 million. During the second quarter of
2001, long-term debt repayments totaled $12.0 million. Debt repayments for the
quarter were comprised of $11.0 million of project-financing debt repayments at
Kubaka and $1.0 million of capital lease repayments at Ft. Knox and Refugio.
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 June 30, 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 $1.7 million
in revenue for the first six months of 2001 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. TRANSACTIONS WITH AFFILIATES
On January 1, 2001, the Company entered into an agreement with Kinross Gold
U.S.A. Inc, to acquire all of the outstanding common shares of La Teko Resources
Inc., a wholly owned subsidiary of Kinross. Since this is a related party
transaction which did not result in a substantive change in ownership, this
transaction will be recorded at the carrying valure of La Teko's assets which
was approximately $36.0 million at December 31, 2000. The assets of La Teko
included the Ryan Lode project, which is in the advanced exploration state and
35% of the True North project commenced production in early 2001. The ore from
the True North project is being processed through the Fort Knox mill.
8. PRESENTATION
Certain of the financial information for fiscal 2000 has been reclassified to be
consistant with the current year presentation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
PRODUCTION RESULTS
The following table sets forth the Company's ounces of gold equivalent
production, production costs, ounces of gold sold and average realized prices
for the three months and six months ended June 30, 2001 and 2000.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
-------- -------- -------- --------
Gold equivalent production (ounces)
Fort Knox 104,743 83,825 205,090 161,376
Kubaka 50,300 59,066 106,475 120,639
Refugio 22,799 21,894 48,626 47,682
Hayden Hill 822 2,775 1,887 5,388
Guanaco -- 5,381 1,718 9,968
-------- -------- -------- --------
Consolidated gold equivalent production 178,664 172,941 363,796 345,053
======== ======== ======== ========
Cash operating costs ($ per ounce of gold equivalent produced)
Fort Knox $ 193 $ 214 $ 189 $ 226
Kubaka 140 123 129 119
Refugio 224 267 228 264
Hayden Hill 247 188 267 217
Guanaco -- 272 413 221
-------- -------- -------- --------
Consolidated cash operating costs $ 182 $ 191 $ 178 $ 194
======== ======== ======== ========
Total cash costs ($ per ounce of gold equivalent produced) (1)
Fort Knox $ 193 $ 214 $ 189 $ 226
Kubaka 157 159 148 155
Refugio 237 282 241 279
Hayden Hill 260 205 277 231
Guanaco -- 293 436 241
-------- -------- -------- --------
Consolidated total cash costs $ 188 $ 206 $ 186 $ 209
======== ======== ======== ========
Total production costs ($ per ounce of gold equivalent produced) (2)
Fort Knox $ 308 $ 321 $ 292 $ 337
Kubaka 255 271 252 295
Refugio 237 288 241 341
Hayden Hill 260 205 277 231
Guanaco -- 293 436 241
-------- -------- -------- --------
Consolidated total production costs $ 284 $ 304 $ 274 $ 319
======== ======== ======== ========
Ounces of gold sold 188,551 167,559 372,342 358,288
Average realized price per ounce of gold $ 278 $ 291 $ 271 $ 292
(1) Total cash costs includes cash operating costs plus royalties and applicable
production taxes.
(2) Total production costs includes total cash costs plus reclamation and
depreciation and depletion.
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CONSOLIDATED RESULTS
SECOND QUARTER
The Company reported a second quarter 2001 net loss of $2.9 million, or $.05 per
share attributable to common shares after preferred dividends, compared with a
2000 second quarter net loss of $6.7 million, or $.09 per share attributable to
common shares after preferred dividends. The Company's share of attributable
gold equivalent production of 178,664 ounces at a total cash cost of $188 per
ounce during the second quarter of 2001 compared with 172,941 ounces at a total
cash cost of $206 per ounce in the second quarter of 2000. Increased production
at a significantly lower total cash cost per ounce resulted in a loss from
operations of $2.2 million in the second quarter of 2001 compared with $4.8
million in the second quarter of 2000. Cash flow provided from operating
activities increased to $14.2 million in the second quarter of 2001 compared
with $6.0 million in the second quarter of 2000.
FIRST HALF
For the first half of 2001 the Company reported a net loss of $4.7 million, or
$.09 per share attributable to common shares after preferred dividends, compared
with a net loss of $13.2 million, or $.18 per share attributable to common
shares after preferred dividends in the first half of 2001. The Company's share
of gold equivalent production increased 5% to 363,796 ounces and total cash
costs decreased by 11% to $186 per ounce when compared with 345,053 ounces at a
total cash cost of $209 per ounce in the first half of 2000. Cash flow provided
from operating activities increased to $27.9 million in the first half of 2001
compared with $13.0 million in the first half of 2000. Increased production at
significantly lower total cash costs combined with lower interest expense offset
a $21 per ounce decrease in the realized price resulting in a lower net loss and
increased cash flow from operating activities in the first half of 2001.
REVENUES
GOLD SALES
The Company's share of gold sales was 188,551 ounces in the second quarter of
2001 compared with 167,559 ounces in the second quarter of 2000. Revenue from
gold sales was $52.5 million in the second quarter of 2001 compared with $48.7
million in the second quarter of 2000. Revenue in the second quarter of 2001
increased due to higher gold sales partially offset by lower average realized
prices per ounce sold. During the second quarter of 2001, the Company realized
$278 per ounce compared with $291 per ounce in 2000. The average spot price for
gold during the second quarter of 2001 was $268 per ounce compared with $280 per
ounce in 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 share of gold sales was 372,342 ounces in the first six months of
2001 compared with 358,288 ounces in the first six months of 2000. Revenue from
gold sales was $100.9 million in the first six months of 2001 compared with
$104.6 million in the first six months of 2000. Revenue in the first half of
2001 decreased due to a substantially lower average realized price per ounce
sold partially offset by higher sales ounces. During the first six months of
2001, the company realized $271 per ounce of gold compared with $292 per ounce
of gold in the first six months of 2000. The average spot price for gold during
the first six months of 2001 was $266 per ounce compared with $285 per ounce in
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.
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INTEREST AND OTHER INCOME
Interest income of $0.4 million in the second quarter of 2001 was unchanged from
the second quarter of 2000. For the first six months of 2001 interest income was
$0.9 million in 2001 compared with $1.7 million in the first six months of 2000.
Other income in the second quarter of 2001 was $0.8 million compared with $1.4
million in the second quarter of 2000. In the first half of 2001 other income
was $2.6 million compared with $2.7 million in 2001. The management fees earned
from the Kubaka and Refugio operations are included in other income.
OPERATING PERFORMANCE AND COSTS
Total cost of sales was $35.7 million in the second quarter of 2001 compared
with $35.9 million in the second quarter of 2001. Total cash costs of $188 per
gold equivalent ounce in the second quarter of 2001 compared with $206 per gold
equivalent ounce in the second quarter of 2000. Due to lower cash costs, total
cost of sales decreased despite significantly higher sales due to higher
production.
For the first half of 2001 cost of sales decreased to $69.7 million in 2001 from
$76.6 million in the first half of 2000. Total cash cost of $186 per gold
equivalent ounce in the first half of 2001 compared with $209 per gold
equivalent ounce in 2000. Due to lower cash costs, total cost of sales decreased
despite significantly higher sales due to higher production.
PRIMARY OPERATIONS
FORT KNOX MINE
Gold equivalent production during the second quarter of 2001 was 104,743 ounces
compared with 83,825 in 2000. As a result of increased production total cash
costs were $193 per ounce of gold equivalent compared with $214 in 2000.
Operating costs were lower than planned, but delays in obtaining final permits
and start-up problems associated with the haulage contractor resulted in lower
than planned production from the True North deposit during the second quarter.
These start up issues have been resolved and in July the mine hauled 11,600 tons
per day to the Fort Knox crusher, 22 % more than planned. Capital expenditures
at Fort Knox totaled $2.5 million during the quarter. The majority of the
capital expenditures focused on the completion of a new haulage road from the
True North deposit to the Fort Knox crusher, development drilling and the
construction of maintenance facilities at True North. Although year to date
production is behind schedule,the Company has identified opportunities to
recover the majority of lost production. Therefore, estimated gold equivalent
production for 2001 has been reduced by 10,000 ounces, to approximately 440,000
ounces, while total cash costs per ounce for 2001 at the Fort Knox operations
remain unchanged from previous estimates of approximately $196 per ounce.
KUBAKA MINE (54.7% OWNERSHIP INTEREST)
The Company's share of gold equivalent production during the second quarter of
2001 was 50,300 ounces compared with 59,066 ounces in 2000. Total cash costs
were $157 per ounce of gold equivalent compared with $159 per ounce in 2000. The
Company's share of minesite production expenditures were on plan, while
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mill throughput was 8% higher than planned resulting in higher production and
reduced unit costs. The Kubaka operations have exceeded plan for the first six
months of 2001. Therefore, estimated gold equivalent production for 2001 has
been increased by 11,000 ounces, to approximately 225,000 ounces, while total
cash costs per ounce for 2001 are now estimated to be $150 per ounce, $10 per
ounce lower than previous estimates.
REFUGIO MINE (50% OWNERSHIP INTEREST)
The Company's share of gold equivalent production during the second quarter of
2001 was 22,799 ounces compared with 21,894 ounces in 2000. Total cash costs
were $237 per ounce of gold equivalent compared with $282 in 2000. The Refugio
operations commenced residual leaching and the mining activities were placed on
care and maintenance on June 1, 2001 due to persistent low spot gold prices. The
transformation from mining to a residual leaching operation, at Refugio to date
has been achieved on plan and on budget. Estimated gold equivalent production
and total cash costs per ounce for 2001 at the Refugio operations remain
unchanged from previous estimates.
OTHER EXPENSES
The Company's second quarter depreciation and depletion expense increased to
$17.8 million in 2001 from $16.5 million in the second quarter of 2000. The
increase was due to higher sales and higher depreciation rates associated with
the True North ore offset by the lower rates at Refugio due to the writedown of
the property in December of 2000. For the first six months depreciation and
depletion expense decreased to $32.5 million from $36.3 million in the first six
months of 2000.
General and administrative expense of $0.5 million in the second quarter of 2001
compared with $0.2 million in the second quarter of 2000. For the first half of
2001 general and administrative expenses was $0.7 million compared with $0.4
million in the first half of 2000. Substantially all management and
administrative services are provided by Kinross to the Company at no cost.
Exploration expense decreased to $0.7 million in the second quarter of 2001 from
$0.9 million in the second quarter of 2001. In the first half of 2001
exploration was $1.6 million compared with $1.5 million in the first half of
2000. The Company focused its exploration efforts near existing processing
plants.
Interest expense decreased in the second quarter of 2001 to $1.3 million in the
second quarter of 2001 from $3.1 million in the second quarter of 2001 due to
lower debt balances partially due to the early partial repayment of the Alaska
Industrial Revenue Bonds in early 2001. Interest expense was $3.1 million in the
first half of 2001 compared with $5.6 million in the first half of 2000 due to
lower interest rates and lower debt balances.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Cash flow provided from operating activities for the second quarter of 2001 was
$14.2 million compared with $6.0 million in 2001. Increased gold equivalent
production at a lower total cost positively contributed to the increased cash
flow. For the first half of 2001 cash flow provided from operating activities
was $27.9 million compared with $13.0 million in 2000.
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INVESTING ACTIVITIES
Capital expenditures during the second quarter of 2001 were $2.6 million
compared with $4.5 million in 2000. Capital spending at Fort Knox totaled $2.5
million in the second quarter, primarily on development drilling, construction
of a new access road and the construction of maintenance facilities, all for the
True North project. Capital spending at Kubaka was $0.1 million. Capital
spending was financed out of cash flow provided from operating activities.
FINANCING ACTIVITIES
There were no dividends paid in the second quarter of 2001 as the Board of
Directors suspended the quarterly dividend on the $3.75 Series B Convertible
Preferred Stock beginning with the dividend that was payable in August 2000.
Included in paid-in capital is a $6.9 million accrual representing the
cumulative unpaid dividends.
Paid - in capital increased by $1.7 million in the second quarter of 2001 due to
the accrual of the preferred dividend. For the first six months of 2001 paid-in
capital increased by $39.0 million. $35.6 million was due to an additional
investment by Kinross representing the carrying value of 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 is the accrual of the preferred dividend.
Long-term debt repayments during the second quarter of 2001 totaled $12.0
million. Debt repayments for the second quarter of 2001 were comprised of $11.0
million of project financing debt at Kubaka, $0.8 million of capital lease
repayments at Fort Knox and $0.2 million of capital lease repayments at Refugio.
Debt repayments for the first six months of 2001 totaled $36.0 million.
During the first half of 2001 the Company borrowed $9.7 million from Kinross
primarily to fund the partial early repayment of the Alaska Industrial Revenue
Bond.
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. 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 near $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.
EXPLORATION UPDATE
Exploration and definition drilling programs continued at the True North
(Alaska) and Birkachan (Russia) Projects during the second quarter of 2001.
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A mix of diamond and reverse circulation drilling at True North continues to
focus on the conversion of resources to reserves and to outline the limits of
mineralization. The 2001 program is approximately 50% complete and results are
quite positive. Since November 2000 a total of 193 new drillholes have been
completed at True North, largely in the Central and Sheppard zones. An interim
reserve calculation was recently completed indicating that approximately 144,000
ounces of gold have been added to the 611,000 ounces of probable reserve from
year-end 2000. This addition is modestly better than the goal established for
the entire 2001 program. In addition, drilling results at the newly identified
West Zeppelin zone are encouraging. As the understanding of the geologic model
for True North continues to improve, it is anticipated that more reserve ounces
will be added to the reserve estimate by year-end.
Four diamond drill rigs continue working at Birkachan, with efforts directed
toward defining the depth and strike extensions of, epithermal veins within a
zone that is about 8,000 feet long and 500-600 feet wide and extending at least
1,000 feet in depth. Within this mineralized envelope, high grade ore shoots
have been encountered in association with vein mineralization. Third quarter
drilling will continue to focus on this area.
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,discovering of
additional information that could affect reserve estimates or preliminary
indication of recoverability, 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1. COMMODITY PRICE RISKS
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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.
3. INTEREST RATE RISKS
As at June 30 2001, the Company carried $63.1 million of variable rate debt, all
denominated in U.S. dollars. Interest expense would change by approximately $0.6
million per year for every one percent change in interest rates.
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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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of shareholders was held May 22, 2001. Messrs. John
A. Brough, Arthur H. Ditto, John M.H. Huxley and Brian W. Penny were elected as
directors of the Company until the next annual meeting of shareholders or until
their successors are elected or appointed. A change in the state of
incorporation of Kinam from Delaware to Nevada was also approved. On both
matters 92,213,928 votes were for with none against and no abstentions. No other
matters were considered at the annual meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - The following exhibits are included as part of
this report:
EXHIBIT OF NUMBER SEE REFERENCE NUMBER TITLE OF DOCUMENT
1 3 Articles of Incorporation
2 3 By-Laws
(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: August 13 , 2001
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