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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, 1999
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)
Registrant's 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 per value, as of May 8, 1999 - 92,213,928 shares
Total Pages - 12
Exhibit Index Located on Page 11
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
KINAM GOLD INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions except per share amounts)
(Unaudited)
Three Months Ended
March 31,
- ----------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------
Revenues $ 57.7 $ 62.7
Costs and operating expenses (income):
Cost of sales 37.1 40.5
Depreciation and depletion 20.6 19.6
General and administrative (0.9) 0.4
Exploration .4 1.1
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Total costs and operating expenses 57.2 61.6
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Income from operations 0.5 1.1
Interest expense (2.8) (10.8)
Interest income 0.2 0.3
Other 0.8 6.4
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Loss before income taxes (1.3) (3.0)
Income tax expense (0.5) --
- ----------------------------------------------------------------------------------
Net loss (1.8) (3.0)
Preferred stock dividends (1.7) (1.7)
- ----------------------------------------------------------------------------------
Loss attributable to common shares $ (3.5) $ (4.7)
==================================================================================
Per common share:
Net basic and diluted loss $ (0.04) $ (0.04)
==================================================================================
Weighted average common shares outstanding 92.2 114.9
==================================================================================
The accompanying notes are an integral part of these financial statements.
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KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in millions except par value of stock)
March 31, December 31,
1999 1998
(unaudited)
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ASSETS
Cash and equivalents $ 25.8 $ 18.5
Restricted cash 0.5 0.5
Inventories 47.8 52.5
Receivables 30.8 33.7
Other 2.0 2.0
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Current assets 106.9 107.2
Property, plant and equipment, net 463.2 480.0
Other 14.0 14.8
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Total assets 584.1 602.0
=====================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand loan $ 81.9 $ 90.3
Current maturities of long-term debt 19.9 23.7
Accrued and other current liabilities 19.0 18.4
Accounts payable, trade 14.7 18.8
Reclamation reserve, current portion 2.7 2.6
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Current liabilities 138.2 153.8
Advance from parent 196.6 196.6
Long-term debt 125.5 123.0
Reclamation reserve, non-current portion 29.2 28.8
Other 25.4 27.7
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Total liabilities 514.9 529.9
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Shareholders' equity:
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 in 1999 and 1998 0.9 0.9
Paid-in capital 409.4 409.4
Accumulated deficit (343.5) (340.0)
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Total shareholders' equity 68.6 72.1
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Total liabilities and shareholders' equity $ 584.1 $ 602.0
=====================================================================================================
The accompanying notes are an integral part of these financial statements.
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KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(Unaudited)
Three Months Ended
March 31,
1999 1998
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Cash Flows from Operating Activities:
Net loss $ (1.8) $ (3.0)
Adjustments to reconcile net loss to net cash
provided by (used in ) operating activities:
Depreciation and depletion 20.6 19.6
Increase (decrease) in reclamation reserve 0.5 4.6
Increase (decrease) in working capital items 0.3 (8.2)
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Net cash provided by operating activities 19.6 13.0
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Cash Flows from Investing Activities:
Capital expenditures (0.9) (3.5)
- -----------------------------------------------------------------------------------------------
Net cash used in investing activities (0.9) (3.5)
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Cash Flows from Financing Activities:
Repayments of financings (9.7) (14.6)
Deferred financing costs -- (0.1)
Preferred dividends paid (1.7) (1.7)
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Net cash provided by (used in ) financing activities (11.4) (16.4)
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Net increase (decrease) in cash and equivalents 7.3 (6.9)
Cash and equivalents at January 1 18.5 16.0
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Cash and equivalents at March 31 $ 25.8 $ 9.1
===============================================================================================
The accompanying notes are an integral part of these financial statements.
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KINAM GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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, 1998.
On June 1, 1998, Kinam Gold, Inc. (the Company) completed a merger with
Kinross Gold Corporation (Kinross) providing for a combination of their
businesses. Kinross Gold U.S.A. Inc., a wholly-owned subsidiary of Kinross,
currently owns 100% of the Company's outstanding common stock.
2. INVENTORIES
Inventories consist of the following (in millions):
March 31, December 31,
1999 1998
- -------------------------------------------------------------
Gold:
Finished goods $ 13.2 $ 18.9
Work-in-process 2.1 2.8
Materials and supplies 32.5 30.8
- -------------------------------------------------------------
$ 47.8 $ 52.5
============================================================
3. LONG-TERM DEBT
The Company did not borrow any additional amounts during the first quarter of
1999. The Company made scheduled debt payments of $1.3 million relating to
capital leases and also repaid $8.4 million of a demand loan from cash flow
from operations.
4. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis, and call option
contracts 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, 1999, the
Company has no outstanding hedge contracts.
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 $51.0 million.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PRODUCTION RESULTS
The following table sets forth the Company's ounces of gold production,
production costs, ounces of gold sold and average realized prices for the three
months ended March 31, 1999 and 1998.
Three Months Ended
March 31,
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1999 1998
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Gold production (ounces)
Fort Knox 72,812 87,232
Kubaka 62,001 60,417
Refugio 26,425 24,273
Hayden Hill 3,757 15,082
Guanaco 6,530 10,542
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Consolidated gold production 171,525 197,546
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Cash operating costs ($ per ounce of gold produced)
Fort Knox $ 223 $ 189
Kubaka 98 143
Refugio 240 290
Hayden Hill 159 108
Guanaco 154 132
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Consolidated cash operating costs $ 177 $ 178
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Total cash costs ($ per ounce of gold produced)
Fort Knox $ 223 $ 189
Kubaka 143 169
Refugio 253 304
Hayden Hill 166 121
Guanaco 171 152
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Consolidated total cash costs $ 195 $ 190
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Total production costs ($ per ounce of gold produced)
Fort Knox $ 338 $ 340
Kubaka 317 274
Refugio 328 415
Hayden Hill 166 330
Guanaco 171 152
- ---------------------------------------------------------------------------------------------
Consolidated total production costs $ 319 $ 318
=============================================================================================
Ounces of gold sold 193,960 185,452
Average realized price per ounce sold $ 297 $ 338
=============================================================================================
Cash operating costs at the mine sites include overhead, net of credits for
silver by-products. 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. Gold production is defined as
gold produced in the form of dore plus any inventory in mill carbon circuits.
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RESULTS OF OPERATIONS
Kinam Gold Inc., (Kinam Gold or the Company) reported a first quarter 1999 net
loss of $1.8 million, or $.04 per share, on revenue of $57.7 million, compared
with a 1998 first quarter net loss of $3.0 million, or $.04 per share on revenue
of $62.7 million. The 1998 first quarter results included a $6.7 million gain on
the sale of foreign tax loss carry forwards relating to the Company's operation
of the Guanaco Mine located in Northern Chile. Excluding the special items, the
1998 first quarter net loss was $9.7 million, or $.10 per share. Operating
income of $0.5 million for the first quarter of 1999 compared with operating
income of $1.1 million for the 1998 first quarter. Slightly higher gold sales
offset by significantly lower realized prices contributed to the operating
income decrease.
Kinam Gold's average realized price in the first quarter declined to $297 per
ounce, compared with $338 per ounce for the first quarter of 1988, due to the
closing of the Company's hedge position in 1998. The average spot price for the
first quarter of $287 per ounce was $10 per ounce lower than the $297 per ounce
realized due to the amortization of the gain realized when the hedge position
was closed in 1998.
The Company's first quarter gold production decreased to 171,525 ounces,
compared with 197,546 ounces in the first quarter of 1998. The 53% owned Kubaka
mine reported record production of 62,001 ounces for the Company's account,
compared with 60,417 ounces in the first quarter of 1998 when the Company's
ownership interest was 50%. Fort Knox production of 72,812 ounces in 1999
compared with 87,232 ounces in 1998. Production of Fort Knox was adversely
affected by extremely cold weather which necessitated reduced mining, crushing,
and conveying rates. Lower than anticipated mill throughput due to unusually
hard ore and lower than planned grades also contributed to the production
decline. Fort Knox production, throughput and grade have returned to normal
levels during the second quarter of 1999 and the first quarter shortfall is
expected to be recovered during the balance of the year. At Refugio, the
Company's 50% share of quarterly production was 26,425 ounces, compared with
24,272 ounces for the first quarter of 1998. Mining was completed at both Hayden
Hill and Guanaco during 1997. Production at Hayden Hill and Guanaco will
continue to decline during 1999 as residual leaching continues.
The Company's first quarter cost of sales decreased to $37.1 million, compared
with $40.5 million in the first quarter of 1998. Consolidated total cash costs
increased slightly to $195 per ounce, compared with $190 per ounce in the first
quarter of 1998. Fort Knox cash costs of $223 per ounce compared with $189 per
ounce in the first quarter of 1998 due primarily to lower production levels,
which have returned to normal in the second quarter. As a result of higher mill
throughput and higher grades, Kubaka's first quarter cash costs of $143 per
ounce were lower than 1998 first quarter cash costs of $169 per ounce. As a
result of process improvements which have increased production through the
crusher and recovery facility, Refugio's cash costs improved to $253 per ounce,
compared with $304 per ounce in the first quarter of 1998. Hayden Hill and
Guanaco cash costs were $166 per ounce and $171 per ounce, respectively,
compared with cash costs of $121 per ounce and $152 per ounce, respectively, for
the first quarter of 1998.
First quarter depreciation and depletion increased to $20.6 million from $19.6
million in the first quarter of 1998 due primarily to increased sales, partially
offset by lower depreciation rates due to the 1998 write downs.
General and administrative income of $0.9 million compared with 1998 first
quarter expense of $0.4 million. The increased income is mainly attributed to
the reduction of the Company's corporate staff subsequent to the Company's
merger with Kinross Gold Corporation in June 1998 (the "Kinross Merger") and a
$0.3 million increase in Kubaka management fee income.
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The $0.7 million decrease in exploration expense to $0.4 million resulted from
decreased exploration activity in order to conserve cash due to continued low
gold prices.
Lower interest expense of $2.8 million compared with $10.8 million for the 1998
first quarter, was primarily attributed to lower debt balances as a result of
the repayment of loans subsequent to the Kinross Merger.
LIQUIDITY AND CAPITAL RESOURCES
Kinam Gold's cash flow provided from operating activities increased to $19.6
million, compared with $13.0 million for the 1998 first quarter due to lower
interest payments, lower cash costs at Kubaka and Refugio and higher sales,
partially offset by lower realizations and higher cash costs at Fort Knox.
Capital spending of $0.9 million was lower than the $3.5 million spent during
the 1998 first quarter. Approximately $0.3 million was spent at Refugio to
address certain operational inefficiencies while the remaining $0.6 million was
spent at Fort Knox. Due to low gold prices, the Company continues to restrict
capital spending to sustaining projects.
No additional funds were borrowed under the demand loan facility during the
first quarter of 1999. Scheduled debt payments of $1.3 million and repayments of
$8.4 million on the demand loan were made from cash flow from operations. With
continued reductions in capital spending expected for the remainder of 1999 and
with the anticipated higher production and lower cash costs, the Company expects
to generate sufficient funds for general corporate purposes, capital
expenditures and interest payments.
YEAR 2000
The review and impact analysis of the Company's operating facilities is
proceeding according to the plan that was disclosed in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998. The Fort Knox Mine has
completed the review, analysis and remediation work relating to their process
control systems and these systems are now believed to be Year 2000 compliant.
The review of the Kubaka and Refugio operating facilities is still in progress
with no major issues to report. The review and impact analysis of business
information systems is progressing on schedule. The Company believes all
business information systems are on track to be Year 2000 compliant by September
1, 1999.
Questionnaires have been sent to approximately 100 vendors of goods and services
from the various mine locations. To date the Company has received responses from
50%, indicating they are now compliant or will be compliant by June 1999.
Year 2000 contingency planning is still expected to take place during the third
quarter of this year. It remains the Company's intention to focus its
contingency plans on potential electrical disruptions, even though the Company
is receiving assurances from various electrical utilities that they will be
Year 2000 compliant.
Total project spending estimates for the year remain in line with previous
estimates.
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 material from projected results. Such
forward-looking statements include statements regarding expected
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dates for gold sales, reserve additions, production improvements at Refugio and
Fort Knox, 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 and timing and results of the pending business combinations.
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 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 11 to 15 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. Based on the Company's projected 1999 sales
volume, each $10 per ounce change in the average realized price on gold sales
would have an approximate $7.1 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 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.
In the last half of 1998, the Russian ruble weakened against the U.S. dollar and
the Company benefited primarily through lower Russian labour and material costs.
In Russia, the temporal method is used to consolidate the financial results. The
major currency related exposure at any balance sheet 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 working capital items is nominal. Gold
sales during 1998 were 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,
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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 1999 ruble payments of 350 million rubles at an
exchange rate of 20 rubles to one U.S. dollar, each 2 rubles change to the U.S.
dollar could result in an approximate $1.0 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. The vast majority of expenditures
are denominated in U.S. dollars resulting in little peso-related exposure.
INTEREST RATE RISKS
The Company has interest rate swaps to fix interest rates on a portion of its
floating rate debt. The costs associated with these contracts are amortized to
interest expense over the terms of the agreements. At March 31, 1999, the
Company carried $128.9 million of variable rate debt, all denominated in U.S.
dollars. Interest expense would change by approximately $1.0 million for every
one percent change in interest rates.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On February 13, 1998, a purported class action was filed in the Court of
Chancery of Delaware by two Company stockholders entitled Joseph Ratzerdorfer
and Victoria Shaev, IRA v. Milton H. Ward, et al C.A. No. 16189-NC, against
Cyprus Amax, the Company's directors, and the Company as a nominal defendant.
The complaint alleges, among other things, that the defendants breached their
fiduciary duties of loyalty and due care in connection with the Company's entry
into the Kinross Merger agreement. The complaint seeks, among other things, an
order rescinding the transaction and/or awarding damages in an unspecified
amount. On February 22, 1999 the Court of Chancery of Delaware dismissed this
class action without prejudice.
In August 1998, the U.S. Environmental Protection Agency served the Company
with a Unilateral Administrative Order ("UAO") as a potentially responsible
party("PRP") under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 and the Solid Waste Disposal Act ("SWDA"), alleging joint
and several liability with other PRP's, for damages attributable to alleged
releases of hazardous substances from the PRC Patterson Inc. site ("the Site")
in Patterson, California. The Company shipped waste oil to the Site from 1994
to 1996. Based on facts currently known to management the quantity of waste oil
shipped was less than the "de minimus" level stated in the UAO, which should
exclude the Company from further responsibility under the UAO. The Company does
not anticipate that this matter will have a material effect on the Company's
financial position or results of operations.
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
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Exhibit Number
(27) Financial Data Schedule
(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 14, 1998
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
27 Financial Data Schedule