<PAGE>
===============================================================================
UNITED STATES
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, 1998
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 1-4350
ROYAL OAK MINES INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA 98-0160821
- ---------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Royal Oak Mines (USA) Inc.
5501 Lakeview Drive
Kirkland, Washington
U.S.A. 98033
- ---------------------------------- ----------------------
(Address of principal executive offices) (Postal/Zip Code)
(425) 822-8992
- ----------------------------------
Registrant's telephone number,
including area code
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
filing requirements for the past 90 days. Yes No X
-- --
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common shares outstanding as of April 30, 1998 was 140,865,079, including
1,924,816 shares which are owned by a wholly owned subsidiary of the Company
and which may not be voted and are not considered outstanding for earnings per
share calculations.
===============================================================================
1
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION 3
Item 1. Consolidated Financial Statements of Royal Oak Mines Inc. and
Subsidiaries (All statements are unaudited except for the
December 31, 1997 Consolidated Balance Sheet, which has
been audited.)
Consolidated Balance Sheets -March 31, 1998 and 4
December 31, 1997
Consolidated Statements of Income - Three Months Ended 5
March 31, 1998 and 1997
Consolidated Statements of Cash Flow - Three Months Ended 6
March 31, 1998 and 1997
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition 13
and Results of Operations
PART II - OTHER INFORMATION 18
Item 1. Legal Proceedings 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 20
</TABLE>
In this Report, unless otherwise indicated, all dollar amounts are expressed in
Canadian dollars.
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
All tabular amounts are in thousands of Canadian dollars, except as indicated.
3
<PAGE>
Royal Oak Mines Inc.
Consolidated Balance Sheets
(unaudited - Cdn$ 000's)
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
(audited)
========== ===========
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 63 $ 568
Marketable securities 560 9,875
Receivables 14,294 30,923
Inventories (Note 4) 16,204 21,120
Prepaid expenses 4,523 3,967
---------- ----------
Total Current Assets 35,644 66,453
Property, Plant and Equipment, net 758,695 730,314
Long-Term Investments 12,373 12,145
Reclamation and Other Deposits 14,360 14,332
Deferred Charges and Other Assets (Note 5) 21,469 20,142
---------- ----------
TOTAL ASSETS $ 842,541 $ 843,386
========== ==========
LIABILITIES
Current Liabilities
Accounts payable $ 77,980 $ 123,586
Accrued payroll costs 3,210 2,599
Deferred revenue 16,066 20,085
Capital leases 4,446 4,531
Taxes payable 1,563 1,723
Long-term debt interest payable 4,579 10,326
Accrued unrealized loss on derivatives 18,258 21,327
Other current liabilities 14,387 9,135
---------- ----------
Total Current Liabilities 140,489 193,312
Deferred Revenue 23,132 23,330
Other Liabilities (Note 6) 46,817 57,427
Long-Term Debt (Note 7) 310,895 250,338
Deferred Income Taxes 2,532 2,532
Minority Interest in Subsidiary Companies 38 69
---------- ----------
TOTAL LIABILITIES 523,903 527,008
---------- ----------
SHAREHOLDERS' EQUITY
Capital Stock
Common stock (Note 8)
Authorized - unlimited
Outstanding - 138,940,263 (Dec. 31, 1997 -
138,940,263) 379,040 379,040
Deficit (60,402) (62,662)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 318,638 316,378
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 842,541 $ 843,386
========== ==========
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
4
<PAGE>
Royal Oak Mines Inc.
Consolidated Statements of Income (Loss)
(unaudited - Cdn$ 000's except per share amounts)
<TABLE>
<CAPTION>
Three months ended March 31
---------------------------
1998 1997
=========== ==========
<S> <C> <C>
REVENUE $ 22,429 $ 47,974
---------- ----------
EXPENSES
Operating 18,231 42,978
Care and maintenance 1,337 74
Royalties and marketing 291 424
Administrative and corporate 2,246 2,652
Depreciation and amortization 4,004 5,553
Reclamation 584 1,130
Exploration and other 447 1,347
Provision for (Recovery of) loss on foreign
currency and commodity contracts (7,894) 3,008
---------- ----------
Total operating expenses 19,246 57,166
---------- ----------
OPERATING INCOME (LOSS) 3,183 (9,192)
OTHER INCOME (EXPENSE)
Interest and other income (expense), net (Note 9) (8) 1,713
Interest expense (297) (118)
Long-term debt interest (8,208) (6,344)
Interest capitalized 8,208 4,420
Foreign currency translation loss on long-term
debt (292) (2,538)
---------- ----------
INCOME (LOSS) BEFORE UNDERNOTED 2,586 (12,059)
Income and mining taxes - current (420) (326)
Income and mining taxes - deferred -- 4,221
Minority interest 31 36
Equity in income of associated companies 63 15
---------- ----------
NET INCOME (LOSS) 2,260 (8,113)
RETAINED EARNINGS (DEFICIT) - BEGINNING OF PERIOD (62,662) 72,553
---------- ----------
RETAINED EARNINGS (DEFICIT) - END OF PERIOD $ (60,402) $ 64,440
========== ==========
EARNINGS (LOSS) PER SHARE $ 0.02 $ (0.06)
========== ==========
Weighted average number of common shares
outstanding (000's) 138,940 138,845
========== ==========
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
5
<PAGE>
Royal Oak Mines Inc.
Consolidated Statements of Cash Flow
(unaudited - Cdn$ 000's)
<TABLE>
<CAPTION>
Three months ended March 31
1998 1997
=========== ===========
<S> <C> <C>
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net income (loss) for the period $ 2,260 $ (8,113)
Items not affecting cash:
Depreciation and amortization 4,004 5,553
Amortization of deferred finance costs 425 239
Deferred income tax -- (4,221)
Reclamation 584 1,130
Provision for (Recovery of) unrealized loss on foreign
currency and commodity contracts (6,539) 2,518
Foreign currency translation on senior subordinated
notes 292 2,538
Deferred charges and other (96) (132)
---------- ----------
Cash flow 930 (488)
Net change in other operating items (Note 10) (36,197) (65,763)
---------- ----------
Net cash used in operating activities (35,267) (66,251)
---------- ----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
Issue of common shares -- 112
Capital lease obligation (474) (278)
Issue of Senior Secured Debt 64,059 --
Issue costs of long-term debt (5,566) --
---------- ----------
Net cash provided by (used in) financing activities 58,019 (166)
---------- ----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
Proceeds from asset sales 4,267 --
Investment in other capital assets (36,446) (46,275)
BC Government assistance -- 30,965
Investment in exploration and non-producing
properties, net (274) (1,691)
Change in other assets (119) (587)
---------- ----------
Net cash used in investing activities (32,572) (17,588)
---------- ----------
DECREASE IN CASH AND MARKETABLE SECURITIES DURING PERIOD (9,820) (84,005)
CASH AND MARKETABLE SECURITIES AT BEGINNING OF PERIOD 10,443 198,356
---------- ----------
CASH AND MARKETABLE SECURITIES AT END OF PERIOD $ 623 $ 114,351
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest 14,010 13,317
Income taxes -- 40
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(tabular amounts in thousands of Canadian dollars unless otherwise stated)
1. GOING CONCERN
These financial statements have been prepared on the basis of accounting
principles applicable to a "going concern", which assume that the Company will
continue in operation for at least one year and will be able to realize its
assets and discharge its liabilities in the normal course of operations.
Several conditions and events cast substantial doubt about the Company's
ability to continue as a "going concern". The Company has experienced a
liquidity problem, has a working capital deficiency as at March 31, 1998 and
incurred a substantial loss in 1997. In addition, the Company has a
substantial capital project underway, the construction of its Kemess Mine.
Furthermore, substantial settlement payments may be required on the maturity of
certain of the Company's commodity and currency contracts.
In September 1997, the Company recognized that it would be necessary to raise
additional funds to complete construction of, and start operations, at the
Kemess Mine. The Company retained financial advisers and ultimately issued
approximately $19.5 million and US$30.7 million of Senior Secured Debentures,
closing in January, 1998. The closing of the financing took longer than
management anticipated as a result of the requirement to obtain subordinated
noteholders' approval. The delay occurred at a critical time in the
construction schedule of the Kemess Mine and consequently, the Company was
unable to meet certain supplier and contractor payment commitments, resulting
in work stoppages, disputes and liens being filed. In February, management
undertook a complete review of the Kemess project and revised the cost to
complete forecast, determining the costs would exceed the budgeted amounts by
approximately $40 million.
In aggregate, the Company estimates it needs US$120 million of financing to
complete construction of the Kemess Mine, retire the Senior Secured Debentures,
settle outstanding accounts payable, and supplement working capital.
The Company is pursuing other financing arrangements in order to raise the
capital it needs for the purposes as described above. A securities purchase
agreement has been signed with Trilon Financial Corporation for the placement
of US$120 million Senior Secured Notes. However, closing is subject to
completion of final documents and other conditions. If the above financing
is concluded, the Company believes it will have sufficient financial
resources to continue operations.
The Company's future viability is dependent upon its ability to complete
construction of the Kemess Mine, bring the Kemess Mine into an efficient
operating state, maintain satisfactory credit relationships with its suppliers
and achieve and maintain profitable operations. Successful operations in the
future are also dependent upon various external factors, the most significant
of which are the prices of the commodities it produces, gold and copper.
These financial statements do not reflect adjustments that would be necessary
if the Company were unable to continue as a "going concern". While management
believes that the actions already taken or planned, as described above, will
mitigate the adverse conditions and events which raise doubts about the
validity of the "going concern" assumption used in preparing these financial
statements, there can be no assurance that these actions will be successful.
If the Company were unable to continue as a "going concern", then substantial
adjustments would be necessary to the carrying values of assets and
liabilities, the reported revenues and expenses, and the balance sheet
classifications used.
2. INTERIM FINANCIAL STATEMENTS ACCOUNTING POLICIES
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting principles
("Canadian GAAP") which, in the case of Royal Oak Mines Inc. (the "Company"),
differ in certain material respects from United States generally accepted
accounting principles ("U.S. GAAP"), as described in Note 11. Also, such
statements do not include all of the disclosures required by generally accepted
accounting principles for annual statements. In the opinion of management all
adjustments considered necessary for fair presentation have been included in
these statements. Operating results for the three months ended March 31, 1998,
are not necessarily indicative of the results that may be expected for the full
year ending December 31, 1998. For further information, see the Company's
Consolidated Financial Statements, including the accounting policies and notes
thereto, included in the Annual Report on Form 10-K for the year ended December
31, 1997.
7
<PAGE>
The calculations of net earnings per share are based upon the weighted average
number of common shares of the Company outstanding during each period (except
as set forth in Note 8(b)). When outstanding convertible instruments
materially dilute earnings per share, fully diluted earnings per share are
disclosed.
3. PRESENTATION
Certain amounts for 1997 have been reclassified to conform with the current
year's presentation.
4. INVENTORIES
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-------- -----------
<S> <C> <C>
Bullion in process $ 5,211 $ 6,751
Stores and operating supplies 10,993 14,369
-------- ----------
Inventories $ 16,204 $ 21,120
======== ==========
</TABLE>
5. DEFERRED CHARGES AND OTHER ASSETS
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-------- -----------
<S> <C> <C>
Deferred finance costs on long-term debt $ 14,608 $ 9,041
Amortization of deferred finance costs (1,676) (1,251)
Deferred foreign exchange loss on long-term foreign debt 7,155 10,658
Amortization of foreign exchange loss on long-term
foreign debt (656) (364)
Other assets 2,038 2,058
-------- -----------
$ 21,469 $ 20,142
======== ===========
</TABLE>
6. OTHER LIABILITIES
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-------- -----------
<S> <C> <C>
Provision for loss on foreign currency contracts $ 1,708 $ 12,497
Accrued reclamation and provision for closure costs 25,251 24,682
Capital leases 19,446 19,835
Other 412 413
-------- -----------
$ 46,817 $ 57,427
======== ===========
</TABLE>
8
<PAGE>
7. LONG-TERM DEBT
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-------- -----------
<S> <C> <C>
Unsecured Long-Term Debt
US$175 million 11% Senior Subordinated Series B Notes $247,905 $250,338
Secured Long-Term Debt
US$30.7 million Senior Secured Debentures 43,490 --
$19.5 million Senior Secured Debentures 19,500 --
-------- -----------
$310,895 $250,338
======== ===========
</TABLE>
SENIOR SUBORDINATED NOTES
The US$175 million Senior Subordinated Series B Notes (the "Series B Notes")
issued during 1996 and due in the year 2006 are unsecured obligations of the
Company. The Series B Notes are subordinate in right of payment to all
existing and allowable future senior secured indebtedness of the Company, as
stated by the terms of the Series B Note debt limits. Interest on the Series
B Notes is 11% per annum payable on February 15 and August 15 of each year.
The Company has the right to redeem the Series B Notes in whole or in part at
any time on or after March 15, 2001 and can at its discretion redeem an
amount of up to 35% of the aggregate principal amount of the Series B Notes
from proceeds of certain public equity offerings prior to or on August 15,
1999. Redemption rates vary by reason of redemption and year of redemption
with the call rate declining through time. All Series B Notes and related
interest payments are denominated in U.S. dollars.
Under the terms of the subordinated notes the Company must, in certain cases,
meet certain financial and other tests in order to issue additional debt.
SENIOR SECURED DEBENTURES
In January 1998, the Company completed the sale of senior secured debentures
(the "Senior Debentures") in the principal amounts of $19.5 million and
US$30.7 million maturing on January 20, 2003. The Senior Debenture
denominated in Canadian dollars bears interest, payable quarterly commencing
June 30, 1998, at the Canadian prime rate plus 5% from December 31, 1997 to
and including January 9, 2001 and at the Canadian prime rate plus 6.5% from
January 10, 2001 to and including the maturity date, and the Senior
Debentures denominated in U.S. dollars bear interest, payable quarterly
commencing June 30, 1998, at the U.S. six-month LIBOR rate plus 5% from
December 31, 1997 to and including January 9, 2001 and at the U.S. six-month
LIBOR rate plus 6.5% from January 10, 2001 to and including the maturity
date. The Senior Debentures are secured by liens against all present and
after acquired property, undertaking and assets of the Company (except the
Windy Craggy property) including, but not limited to, a security debenture,
general security agreement and assignments of the Company's interests in all
material mining claims, concessions and leases relating to the Kemess Mine.
The Senior Debentures are redeemable, in whole or in part, at any time at the
option of the Company in aggregate US$5.0 million amounts at 101% of such
principal prepayment amount if prepaid prior to January 20, 2002 and
thereafter at 100% of the principal prepayment amount and on a Change of
Control of the Company (as defined), as may be required by the holders of the
Senior Debentures, at 101% of the principal amount of the debentures plus
interest and any other amounts outstanding thereunder. The Senior Debentures
contain covenants which limit the amount of additional debt that may be
assumed by the Company. On or about March 17, 1998, the Company notified the
holders of the Senior Debentures that the Company was in default of certain
covenants of the Senior Debentures in that the Company had exceeded the
allowable amount of trade payables over 90 days. The Company is in technical
default under covenants of the Senior Debentures, although it has not
received any written demand notice from the holders of the Senior Debentures.
In the event the Company is successful in obtaining additional financing, as
described in Note 1, it intends to retire the Senior Debentures by paying them
in full.
8. CAPITAL STOCK
(a) Changes in capital
9
<PAGE>
<TABLE>
<CAPTION>
Number of
shares Amount
----------- --------
<S> <C> <C>
Balance, December 31, 1996 140,770,079 $387,667
Issued for share purchase options 25,000 112
----------- --------
Balance, March 31, 1997 issued and outstanding 140,795,079 387,779
Company shares held by Witteck Development
Inc.(see note 8(b)) (1,924,816) (8,854)
----------- --------
Balance, March 31, 1997 for financial reporting
purposes 138,870,263 $378,925
=========== ========
Balance, December 31, 1997 140,865,079 $387,894
----------- --------
Balance, March 31, 1998 issued and outstanding 140,865,079 387,894
Company shares held by Witteck Development
Inc. (see note 11(b)) (1,924,816) (8,854)
----------- --------
Balance, March 31, 1998 for financial
Reporting purposes 138,940,263 $379,040
=========== ========
</TABLE>
(b) Company shares held by Witteck Development Inc.
During 1995, the Board of Directors and the shareholders approved the
acquisition of all of the shares of Witteck Development Inc. ("Witteck") whose
sole asset is an investment in the Company of 1,924,816 common shares of the
Company. This investment has been recorded as a reduction of capital stock on
the balance sheet. Consequently, the common shares of the Company that are
held by Witteck may not be voted and have been excluded in the calculation of
earnings per share.
9. INTEREST AND OTHER INCOME (EXPENSE), NET
<TABLE>
<CAPTION>
Three months ended March 31
---------------------------
1998 1997
=========== ===========
<S> <C> <C>
Interest income 154 1,977
Amortization of financing costs (425) (239)
Foreign exchange gain (loss) 260 (252)
Other, net 3 227
----------- -----------
Interest and other income (expense), net (8) 1,713
=========== ===========
</TABLE>
10. NET CHANGE IN OTHER OPERATING ITEMS
<TABLE>
<CAPTION>
Three months ended March 31
---------------------------
1998 1997
=========== ===========
<S> <C> <C>
Cash provided by (used in):
Receivables 16,629 (33,366)
Inventories 4,916 (21,121)
Prepaid expenses (556) (6,282)
Accounts payable, accrued payroll and
other current liabilities (52,809) 2,274
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C>
Deferred revenue (4,217) (1,184)
Income and other taxes payable (160) 584
Long-term reclamation reclassified
to current period -- (6,668)
----------- -----------
Net change in other operating items (36,197) (65,763)
=========== ===========
</TABLE>
11. RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
Reconciliation of net income in accordance with Canadian GAAP to net income in
accordance with U.S. GAAP is as follows:
<TABLE>
<CAPTION>
Three months ended March 31
1998 1997
=========== ===========
<S> <C> <C>
Net income (loss) in accordance with Canadian GAAP $2,260 $ (8,113)
Adjustments
Depreciation and amortization (4,229) (778)
Foreign currency translation loss on long-term debt 4,471 --
----------- -----------
Net income in accordance with U.S. GAAP 2,502 (8,891)
=========== ===========
Earnings (loss) per share in accordance with U.S. GAAP:
Basic earnings (loss) $0.02 $ (0.07)
Diluted earnings (loss) $0.02 $ (0.07)
</TABLE>
The effects on the balance sheets of the Company at March 31, prepared in
accordance with U.S. GAAP, are:
<TABLE>
<CAPTION>
March 31 March 31
---------- --------
1998 1997
========== ========
<S> <C> <C>
Increase (decrease):
Property, plant and equipment $(6,432) $ 3,944
Prepaid expenses (pension asset) (1,175) $(552)
Deferred charges (5,823) --
Deferred income taxes 19,377 $ 19,377
Retained earnings (32,807) $ (15,985)
</TABLE>
During the year, the Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income. This statement requires the
reporting of comprehensive income in addition to net income from operations.
Comprehensive income is a more inclusive financial reporting methodology that
includes disclosure of certain financial information that historically has not
been recognized in the calculation of net income. The Company has no material
comprehensive income.
Under U.S. GAAP, depreciation and amortization are calculated on the unit-of-
production method based upon proven and probable reserves, whereas under
Canadian GAAP, total mineral inventory may be used in the calculations.
Under U.S. GAAP, foreign exchange gains and losses arising from the translation
of long-term foreign debt are recognized in income in the period when exchange
rates change, whereas under Canadian GAAP, such foreign exchange gains and
losses are deferred and amortized on a pro rata basis over the remaining life
of the debt.
Statement of Financial Accounting Standards No. 109 requires that a deferred
tax liability be recognized for differences between the assigned values and the
tax bases of the assets and liabilities recognized in a business combination
involving a purchase of stock. Canadian GAAP does not require similar
recognition. Accordingly, during the three months ended March 31, 1998, a
difference
11
<PAGE>
between U.S. GAAP and Canadian GAAP arose for the deferred tax liabilities
associated with the excess of the assigned values and the tax bases of assets
acquired in the acquisition of Geddes Resources Limited and Consolidated
Professor Mines Limited. The effect of these differences is to increase
property, plant and equipment and deferred income taxes by $21.0 million as
of March 31, 1998.
Statement of Financial Accounting Standards No. 115 (SFAS 115), Accounting for
Certain Investments in Debt and Equity Securities, requires that marketable
securities be put into one of two categories: trading securities (securities
which are bought and held principally for the purpose of selling them in the
near term) or available-for-sale securities (investments not classified as
trading securities). SFAS 115 requires that unrealized gains and losses on
available-for-sale securities should be excluded from earnings and reported as
a net amount in a separate component of shareholders= equity until realized.
Canadian GAAP requires no recognition or reporting of unrealized losses unless
the loss is considered permanent.
The Company implemented SFAS No. 128, "Earnings per Share," effective for its
December 31, 1997 financial statements. Accordingly, earnings per share data
have been restated for all periods presented. This standard requires the
presentation of both basic and diluted earnings per share amounts. Basic
earnings per share is calculated by dividing net income attributable to common
shareholders by the weighted average number of common shares outstanding.
Diluted earnings per share is computed similarly, but also gives effect to the
impact convertible securities, such as common stock options and warrants, if
dilutive, would have on net income and average common shares outstanding if
converted at the beginning of the year.
COMPUTATIONS OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
March 31 March 31
1998 1997
========== ===========
<S> <C> <C>
BASIC INCOME (LOSS) PER SHARE ACCORDING TO U.S. GAAP
Net income (loss) in accordance with U.S. GAAP $ 2,502 $ (8,891)
========== ===========
Weighted average number of shares outstanding (000's) 138,940 138,845
========== ===========
Basic income (loss) per share $ 0.02 $ (0.07)
========== ===========
DILUTED INCOME (LOSS) PER SHARE ACCORDING TO U.S. GAAP
Net income (loss) in accordance with U.S. GAAP $ 2,502 $ (8,891)
========== ===========
Shares
Weighted average number of shares outstanding (000's) 138,940 138,845
Assuming exercise of stock options reduced by the number of shares
which could have been purchased with the proceeds from exercise of
such options 99 --
---------- -----------
Weighted average number of shares
outstanding (000's), as adjusted 139,039 138,845
========== ===========
Diluted income (loss) per share $ 0.02 $ (0.07)
========== ===========
</TABLE>
All options outstanding at March 1997 were considered antidilutive due to the
net loss.
12. RECLAMATION AND ENVIRONMENTAL REMEDIATION
The Company's current and proposed mining and exploration activities are
subject to various laws and regulations governing the protection of the
environment. These laws and regulations are continually changing and are
generally becoming more restrictive. The Company conducts its operations so as
to protect its employees, the general public and the environment and believes
its operations are in compliance with all applicable laws and regulations, in
all material respects. The Company believes it has complied, and expects in
the future to comply, with such laws and regulations, including making all
required expenditures.
Where estimated reclamation and closure costs are reasonably determinable, the
Company has recorded a provision for environmental liabilities, using the unit-
of-production method, based on management's estimate of these costs. Such
estimates are subject to
12
<PAGE>
adjustment based on changes in laws and regulations and as new information
becomes available.
13. SHAREHOLDER RIGHTS PLAN
On February 10, 1998, the Board of Directors adopted, subject to regulatory
and shareholder approvals, a Shareholder Rights Plan (the "Rights Plan"), the
terms of which are set forth in a Shareholder Rights Plan Agreement dated as
of February 25, 1998 between the Company and Montreal Trust Company of Canada
(the "Rights Plan Agreement"). Under the Rights Plan, a right to purchase
one of the Company's common shares (the "Right") was issued for each
outstanding common share to the Company's shareholders of record on February
25, 1998. The Rights expire in 2002 and initially are not separate from the
Company's common shares nor are they represented by separate certificates.
However, should a triggering event occur, as defined in the Rights Plan
Agreement (including the acquisition by a single entity of 20% or more of the
Company's common shares), a holder of a Right (other than the acquiror of 20%
or more of the Company's common shares) becomes entitled to purchase one
share of the Company's common shares for each Right at a 50% discount to the
market price. Under the Rights Plan Agreement, purchases of common shares
that are made pursuant to certain permitted bids, as defined in the Rights
Plan Agreement, do not constitute a triggering event. Subject to certain
terms and conditions specified in the Rights Plan Agreement, the Rights may
be redeemed by the Company for a price of $0.0001 per Right.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
REVENUE
Consolidated revenues were $22.4 million for the three months ended March 31,
1998 compared with $48.0 million for the same period in 1997. The decrease in
revenue in the period this year resulted from lower gold production due to the
closure of the Hope Brook and Colomac mines in the latter part of 1997 and a
lower realized gold price. Revenue in the first quarter of 1998 included
hedging gains of $3.2 million compared with $8.5 million in the same period of
1997.
Gold production of 45,557 ounces in the first quarter of 1998 was 39,523 ounces
less than the 85,080 ounces produced in the same period a year earlier mainly
due to the closure of the Hope Brook and Colomac mines in September and
December of 1997, respectively. Production of 45,557 ounces of gold from
continuing operations at the Giant and Pamour/Nighthawk mines in the first
quarter of 1998 was 5% less than the 47,999 ounces produced at these mines in
the same period of last year.
The average realized gold price in the first quarter of 1998 was US$345 per
ounce, a premium of US$51 per ounce over the average spot price of US$294 per
ounce and 16% lower than the average realized price of US$411 per ounce in the
first quarter of 1997.
<TABLE>
<CAPTION>
Three months ended March 31
1998 1997
----------- ----------
<S> <C> <C>
Ore milled (tons) 433,488 1,262,578
Average mill feed grade (oz/ton) 0.132 0.077
Gold production (ounces)
Northwest Territories - Giant Mine 22,390 22,848
- Colomac Mine - 29,880
Ontario Division - Pamour/Nighthawk 23,167 25,151
Newfoundland Division - Hope Brook Mine - 7,201
----------- ----------
Total gold ounces produced 45,557 85,080
=========== ==========
Average spot gold price (US$/oz) 294 351
Average realized price (US$/oz) 345 411
Average cash cost (US$/oz) 280 372
</TABLE>
EXPENSES
13
<PAGE>
REVIEW OF MINE OPERATIONS
Operating results in the first quarter of 1998 were favorably impacted by
closure of the high cost Hope Brook and Colomac mines in September and December
of 1997, respectively. Both mines have been placed on care and maintenance.
In the first quarter of 1998, operating expenses were $18.2 million compared
with $43.0 million in the same period a year earlier. The significant
reduction in expenses reflects lower gold production and a decrease in unit
cash costs at the mine sites.
In the first quarter this year, the average cash cost of US$280 per ounce was
25% lower than the US$372 per ounce for the same period in 1997 where costs
were adversely affected by the high cost Hope Brook and Colomac operations. In
the fourth quarter of last year, major cost cutting initiatives were
implemented at the Giant and Pamour/Nighthawk mines which resulted in an
average cash cost of US$280 per ounce at these continuing operations in the
first quarter of 1998 compared with US$332 per ounce at these mines in the same
period last year, a decrease of 16%.
NORTHWEST TERRITORIES DIVISION
GIANT MINE
In the first quarter this year, the Giant Mine produced 22,390 ounces of gold
(1997 - 22,848 ounces), a decrease of 2% from the year-ago period. Mill
throughput of 94,044 tons (1997 - 95,342 tons) was down 1%. Mill head grade
increased by 1% to 0.278 ounces per ton (opt) (1997 - 0.276 opt). Gold
recovery decreased by 1% to 85.55% (1997 - 86.71%). The average cash cost of
US$284 per ounce (1997 - US$330 per ounce) decreased by 14% from the level in
the first quarter in the year-ago period and reflected the results of major
cost cutting measures taken in the fourth quarter of 1997.
COLOMAC MINE
The Colomac Mine was closed in December 1997 for economic reasons and placed on
care and maintenance. In the first quarter of 1997, the mine produced 29,880
ounces of gold from milling 733,240 tons of ore at a mill head grade of 0.046
opt and gold recovery of 86.80%. The cash cost in the period was US$413 per
ounce.
ONTARIO DIVISION
PAMOUR/NIGHTHAWK MINES
In the first quarter of 1998, the Pamour and Nighthawk mines produced 23,167
ounces of gold (1997 - 25,151 ounces), a decrease of 8% from the same period in
1997. Mill throughput was 339,444 tons (1997 - 331,646 tons), an increase of
2% from the year-ago quarter. Mill head grade of 0.092 opt (1997 - 0.088 opt)
increased 5% from the period last year. Gold recovery of 74.10 % (1997 - 85.80
%) was down 14%. Technical studies are being carried out at the mine and mill
to determine the reason for this significant fall in recovery. The average
cash cost of US$276 per ounce (1997 - US$334 per ounce) decreased 17% from the
same period a year ago.
NEWFOUNDLAND DIVISION
HOPE BROOK MINE
The Hope Brook Mine was closed in September 1997 after depletion of ore
reserves and placed on care and maintenance. In the first quarter of 1997, the
mine produced 7,201 ounces of gold from mill throughput of 102,350 tons of ore
grading 0.084 opt and a gold recovery of 83.85%. The cash cost of production
was US$470 per ounce. The low production and high cost reflected suspension of
milling operations in January and February for cost saving measures. Mining
costs incurred during these two months were deferred and were charged to
operating costs as the ore mined during the shutdown period was milled during
the balance of the year.
OTHER EXPENSES
In the first quarter this year, the Company incurred total care and
maintenance expenses of $1.3 million, of which $1.0 million was expended at
the shut down Hope Brook and Colomac mines, compared with $0.1 million in the
quarter ended March 31,1997.
Royalties and marketing expenses were $0.3 million compared with $0.4 million
in the first quarter of 1997 when gold production was higher than in the period
this year.
Administrative and corporate expenses of $2.2 million in the first quarter of
1998 were $0.5 million less than the $2.7 million reported in the same period
last year. The decrease mainly reflected the employment of fewer personnel
in the corporate headquarters.
14
<PAGE>
Depreciation and amortization decreased from $5.6 million in the first quarter
of 1997 to $4.0 million in the same period this year and reflected lower
production volumes resulting from the closure of the Hope Brook and Colomac
mines. For the same reason, reclamation costs in the first quarter this year
decreased to $0.6 million from $1.1 million in the same period of 1997.
The need to conserve cash to complete construction of the Kemess project during
the period of low gold prices resulted in exploration and other expenditures
being cut to $0.4 million in the first quarter of this year from $1.3 million
in the year-ago quarter.
The Company enters into foreign currency and commodity contracts to minimize
exposure to adverse fluctuations in Canadian dollar exchange rates associated
with U.S. dollar gold sales and commodity prices. In the first quarter of
1998, the Company made a recovery of $7.9 million compared with a provision for
a loss of $3.0 million in the year-ago quarter. The recovery was attributed to
the strengthening of the Canadian dollar and higher gold prices. The
Canadian/U.S. currency exchange rate at March 31, 1998 was 1.4166 or 1% lower
than the December 31, 1997 exchange rate of 1.4305. The spot price of gold at
March 31, 1998 was US$301 per ounce, or 4% higher than the December 31, 1997
spot gold price of US$290 per ounce.
Interest expense accrued on the Company's long-term debt was $8.2 million in
the first quarter of 1998 compared with $6.3 million in the same period last
year. Interest expense was, however, offset by interest capitalized on
expenditures for long-term construction projects, primarily the Kemess project,
of $8.2 million and $4.4 million in the two periods, respectively.
The Company's Series B 11% Senior Subordinated Notes and US$30.7 million of the
Senior Secured Debentures are denominated in U.S. dollars. Generally accepted
accounting principles require the translation of these Notes and Debentures at
the exchange rate in effect at the balance sheet date. This resulted in the
Company recognizing a loss on translation of $0.3 million in the first quarter
of this year compared with a loss on translation of $2.5 million in the same
period last year.
Mining and income taxes accrued in the first quarter of 1998 and 1997 were $0.4
and $0.3 million, respectively. In the first quarter of 1997, $4.2 million in
deferred tax assets were recognized.
LIQUIDITY AND CAPITAL RESOURCES
A significant decline in gold prices occurred in 1997, from a high of US$366
per ounce at the beginning of the year to a low of US$283 per ounce in early
December. The progressive decline in the gold price during 1997, which
continued into the first quarter of 1998, adversely impacted the Company's
operating cash flow and ultimately contributed to the closure of two of the
Company's five operating mines in September (the Hope Brook Mine) and December
(the Colomac Mine) of 1997.
Capital expenditures for the ongoing construction of the Kemess South project
also peaked in 1997, and by September the Company recognized that there was an
impending liquidity problem and that significant additional cash would be
required. These factors contributed to a severe depletion of cash and cash
sources and resulted in a substantial increase in accounts payable to
contractors and suppliers furnishing services and equipment for the Kemess
South project. Commencing in 1997 and continuing through 1998, the Company has
taken a number of actions to conserve its cash resources, including cost
reductions, postponement of development projects, and other actions intended to
improve cash flow at its active operations.
As a result of the above-mentioned factors, the Company had a working capital
deficiency of $126.9 million and $104.8 million as of December 31, 1997 and
March 31, 1998, respectively, primarily due to accounts payable of $123.6
million and $78.0 million, respectively. Working capital was $240.5 million at
year-end 1996, of which cash, cash equivalents, and marketable securities were
$226.0 million. The reduction in working capital of $367.4 million between
1997 and 1996 reflects the use of cash for construction of the Kemess South
project and reductions in gold inventory of $18.9 million and warehouse
inventory of $21.8 million due to the closure of the Hope Brook Mine and the
Colomac Mine. Working capital in 1996 reflects the net result of new debt and
equity issuances during the year. The current ratio was 0.25:1 at March 31,
1998 compared to 4.31:1 as of December 31, 1996. The Company anticipates that
working capital will begin increasing in 1998 after the Company concludes the
startup phase of the Kemess South project and begins to produce positive cash
flow from operations. See "Special Note Regarding Forward-Looking Statements."
As of March 31,1998, the Company's cash, cash equivalents, and marketable
securities were approximately $0.6 million.
In September 1997, the Company recognized that it would be necessary to raise
additional funds to allow for the completion and start-up of the Kemess South
mine. With the assistance of one of the Company's investment bankers, numerous
financial institutions were approached and, ultimately, the Company issued
approximately $19.5 million and US$30.7 million in Senior Secured Debentures on
January 27, 1998. Unfortunately, the protracted discussions with these lenders
and their requirement that the Company obtain prior approval from the holders
of the Company's Senior Subordinated Notes delayed the closing of the
transaction by more than six weeks. This delay occurred at a critical time in
the construction schedule for the Kemess South project and the Company was
unable
15
<PAGE>
to meet certain payment commitments it had made to its key contractors.
A number of those contractors chose to stop work and would not return to the
project on the same terms and conditions as had previously been in effect.
The Company was concerned about the impact that this delay, interruption of
work, and revised contract terms would have on both the scheduled start-up date
and the total cost of the Kemess South project. The Company conducted a
complete review and revised the cost-to-complete forecast for the Kemess South
project in early February 1998. As a result of this review, it became apparent
that the project cost would be overrun by approximately 10%, or $40 million,
from the previously-estimated project cost of approximately $430 million.
After the Company became aware that the January 1998 financing would not be
sufficient to allow it to complete the Kemess South project, it retained
investment bankers to advise the Company as to the best courses of action to be
taken in seeking additional capital required to complete the Kemess South
project. Some of the alternatives that were investigated and considered
included the sale of other mining assets and properties, mergers with other
mining companies, sale of royalties on the Kemess South project, issuance of
additional equity, and refinancing of the existing Senior Secured Debentures.
Due to depressed gold prices, offers or other expressions of potential interest
that were received for the purchase of certain of the Company's key properties
were, in the Company's opinion, too low. The Company therefore concluded that
these potential sales would not be in the best interests of the Company and its
shareholders. Similarly, no viable royalty sale or merger opportunities was
identified, and it appeared that the equity capital markets had little or no
interest in an offering of the size required to complete the Kemess South
project, in part due to continuing low gold prices.
After pursuing and considering these various alternatives, the Company
identified a source of funds, and on April 17,1998 signed a securities
purchase agreement with Trilon Financial Corporation to provide US$120
million in Senior Secured Notes. Proceeds of this financing will be used to
complete construction and to commence production at the Kemess Mine, and to
repay the existing Senior Secured Debentures. The Company is currently in
the process of finalizing and documenting the terms under which the holders
of the Series B Subordinated Notes will give consent to this financing.
Successful closing of this financing is expected to resolve the current
liquidity problem and allow the Company to meet its cash obligations for at
least the remainder of 1998.
OPERATING ACTIVITIES
In the first quarter of 1998, cash flow before net changes in other operating
items was $0.9 million compared with a cash deficiency of $0.5 million in the
same period of 1997. Cash flow in the first quarter this year reflects income
in the period resulting from improved operations at the Giant and
Pamour/Nighthawk operations where significant reductions in unit cash costs
were reported, as well as closure of the unprofitable Hope Brook and Colomac
mines. Net cash used in operating activities was $35.3 million and $66.3
million, respectively, in the two periods. The net change in other operating
items of $36.2 million and $65.8 million, respectively, mainly reflects changes
in accounts payable on the Kemess project, changes in bullion and stores
inventories relating to the closure of the Hope Brook and Colomac mines and the
reduction in receivables following the receipt of Kemess pre-production
assistance funds from the British Columbia Government.
FINANCING ACTIVITIES
Net cash provided by financing activities was $58.0 million in the period ended
March 31, 1998 compared with net cash used in financing activities of $0.2
million in the same period of 1997. In the period this year, the Company
received $58.6 million, net of issue costs, from the issuance of Senior Secured
Debentures.
In the second quarter of this year, the Company expects to receive proceeds
from the US$120 million Senior Secured Notes, net of transaction costs. See
"Special Note Regarding Forward-Looking Statements".
INVESTING ACTIVITIES
In the first quarter of 1998, the net cash used in investing activities was
$32.6 million compared with $17.6 million in the same period a year earlier.
The increase in cash invested mainly reflects increased expenditures on the
Kemess project in the first quarter this year. Substantially all expenditures
on the Company's other development projects was postponed from May of 1997 due
to low gold prices and the need to conserve cash to complete construction of
the Kemess project. Net investment in capital assets in the period this year
was $36.4 million compared with $46.3 million in the period last year. In last
year's first quarter, the B.C. government provided $31.0 million in pre-
production funding to the Kemess project. In 1997, the provincial government
fulfilled its obligation on pre-production funding of $154 million; the
outstanding balance of $12 million is due to be paid to the Company in equal
installments over the next 12 years.
16
<PAGE>
In the first quarter of 1998, the Company increased its estimate of the capital
cost of the Kemess project to $470 million from $430 million. The overrun in
cost is mainly attributable to increases in costs associated with construction
of the power line, tailings dam and tailings pipeline. The Company plans to
commence production at its Kemess Mine in mid May. The Company anticipates
that investments in capital assets for the next several quarters will be
limited to sustaining capital at its operations and will therefore be much
lower than in recent quarters. See "Special Note Regarding Forward-Looking
Statements."
OUTLOOK
The statements in this outlook are based on current expectations. These
statements are forward-looking and actual results may vary materially. See
"Special Note Regarding Forward-Looking Statements."
The spot gold price continues to trade in the range of US$290 to US$310 per
ounce which limits the Company's ability to generate substantial cash flow from
its Giant and Pamour/Nighthawk operations where average cash costs are being
maintained in the US$280 to US$285 per ounce range. The Company believes that
these costs can be maintained in the near term.
The Company is optimistic regarding its outlook for increased production at a
lower average cash cost over the next few years with the Kemess Mine in
production. In 1998, the Company plans to produce a total of 363,000 ounces of
gold at an estimated average cash cost of approximately US$208 to US$220 per
ounce, net of copper credits at US$0.80 per pound. In 1999, when Kemess is
expected to operate for a full year, production is forecast at 477,000 ounces
of gold at an estimated average cash cost of US$180 to US$200 per ounce, net of
copper credits at US$0.90 per pound. The Company currently does not have any
gold production sold forward.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
With the exception of historical statements, the matters discussed in this
Management=s Discussion and Analysis of Financial Condition and Results of
Operations are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
based on numerous variables and assumptions that are inherently uncertain and
could cause actual results to be materially more or less favorable than
projected, including without limitation general economic and competitive
conditions and other factors. Among such factors are those related to
volatility in the price of gold, copper and other commodities, changes in
interest and foreign exchange rates, government regulation and agency action,
competing land claims, the accuracy of estimates of ore reserves and mineral
inventory, environmental costs and risks, unanticipated processing, access,
transportation of supplies, water availability or other problems, other factors
relating to the Company's ability successfully to complete development projects
within projected capital budgets or to carry on mining operations within
projected operating budgets and the risk factors listed from time to time in
the Company's filings with the Securities and Exchange Commission, including
without limitation the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, Part I:, Item 7, Risks and Uncertainties.
17
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
BUILDERS' LIENS AND CLAIMS
The Company has received notice of and is in the process of
responding to builders' liens filed against the Kemess South project
and proceedings commenced in the Supreme Court of British Columbia to
enforce such liens, arising out of work performed at the Kemess South
project by contractors and subcontractors who have provided work and
materials to the site. The stated amount of the asserted liens filed
against the Kemess South project, not including the amounts owing to
contractors who have not filed liens, was approximately $58.8 million
as of May 13, 1998. These include a proceeding by Golden Hill
Ventures Ltd. for $6.15 million plus holdback, commenced September
1997.
On May 7, 1998 a prior arbitration ruling in favor of Tercon
Contractors Ltd. in the amount of $6.4 million was reduced to
judgement in the British Columbia Supreme Court. Of this amount,
$3.5 million is to be paid from the Trilon financing and a payment
plan for the remaining $2.9 million is being negotiated. On May
13, 1998 a writ of seizure and sale on the mining claims of the
Kemess Mine was served. The Company is seeking a stay of execution
of the court order.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K.
A report on Form 8-K was filed on January 8, 1998, regarding a
press release from Royal Oak Mines Inc., announcing record date
for 11% Senior Subordinated Note holder consent for senior
secured financing.
A report on Form 8-K was filed on January 8, 1998, regarding a
press release from Royal Oak Mines Inc., announcing escrow
closing on senior secured financing.
A report on Form 8-K was filed on January 19, 1998, regarding a
press release from Royal Oak Mines Inc., announcing finalization
of arrangements to receive consents from the majority of the
Senior Subordinated Note holders.
A report on Form 8-K was filed on January 28, 1998, regarding a
press release from Royal Oak Mines Inc., announcing withdrawing
funds from senior secured financing.
A report on Form 8-K was filed on February 25, 1998, regarding a
press release from Royal Oak Mines Inc., announcing adoption of
shareholders' rights plan.
A report on Form 8-K was filed on March 11, 1998, regarding a
press release from Royal Oak Mines Inc., announcing cost overrun
on Kemess project.
A report on Form 8-K was filed on March 17, 1998, regarding a
press release from Royal Oak Mines Inc., announcing conference
call.
A report on Form 8-K was filed on March 17, 1998, regarding a
press release from Royal Oak Mines Inc., announcing default of
Senior Secured Debentures.
A report on Form 8-K was filed on March 18, 1998, regarding a
press release from Royal Oak Mines Inc., announcing summarization
of conference call.
A report on Form 8-K was filed on March 25, 1998, regarding a
press release from Royal Oak Mines Inc., announcing obtaining
US$120 million of financing and Kemess Mine to be completed.
A report on Form 8-K was filed on March 30, 1998, regarding a
press release from Royal Oak Mines Inc.,
18
<PAGE>
A report on Form 8-K was filed on March 30, 1998, regarding a
press release from Royal Oak Mines Inc., announcing response to
Tsay Keh Dene press release.
A report on Form 8-K was filed on March 31, 1998, regarding a
press release from Royal Oak Mines Inc., announcing 1997 results
of operations.
19
<PAGE>
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.
ROYAL OAK MINES INC.
Date: May 15, 1998 By /s/ Margaret K. Witte
------------------------------
Margaret K. Witte
President and Chief
Executive Officer
Date: May 15, 1998 By /s/ James H. Wood
---------------------------
James H. Wood
Chief Financial Officer
20
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Method of Filing
- ------- ----------------
<S> <C> <C>
27. Financial Data Schedule Filed herewith
</TABLE>
21
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME FOUND IN THE
COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> CANADIAN
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 0.6997
<CASH> 63
<SECURITIES> 560
<RECEIVABLES> 14,294
<ALLOWANCES> 0
<INVENTORY> 16,204
<CURRENT-ASSETS> 35,644
<PP&E> 850,328
<DEPRECIATION> 91,633
<TOTAL-ASSETS> 842,541
<CURRENT-LIABILITIES> 140,489
<BONDS> 310,895
0
0
<COMMON> 379,040
<OTHER-SE> (60,402)
<TOTAL-LIABILITY-AND-EQUITY> 842,541
<SALES> 22,429
<TOTAL-REVENUES> 22,429
<CGS> 18,231
<TOTAL-COSTS> 24,894
<OTHER-EXPENSES> (7,894)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 297
<INCOME-PRETAX> 2,586
<INCOME-TAX> 420
<INCOME-CONTINUING> 2,260
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,260
<EPS-PRIMARY> 0.02<F1>
<EPS-DILUTED> 0.02<F1>
<FN>
<F1>USING US GAAP AND SFAS 128, BASIC AND DILUTED EPS ARE BOTH $0.02.
</FN>
</TABLE>
