CAMPBELL RESOURCES INC /NEW/
10-Q, 2000-05-11
GOLD AND SILVER ORES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ----------------------------------------

                                    FORM 10-Q

                                   (Mark One)

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter ended MARCH 31, 2000

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from            to
                          Commission File Number 1-8488

                             CAMPBELL RESOURCES INC.
             (Exact Name of registrant as specified in its charter)

                   Under the Canada Business Corporations Act
                         (Jurisdiction of Incorporation)

               I.R.S. Employer Identification No - Not Applicable

                        120 ADELAIDE ST. WEST, SUITE 1910
                         TORONTO, ONTARIO M5H 1T1 CANADA
                           TELEPHONE - (416) 366-5201

     (Address, including zip code, and telephone number including area code
                  of registrants principal executive offices)

                    ----------------------------------------

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, and (2) has been subject to such filing requirements
for the past 90 days.    YES   X     NO

Indicate the number of shares outstanding of each of issuer's classes of common
stock, as of the latest practicable date.

                     Shares Outstanding as of March 31,2000,
                  157,220,282 Common Shares, without par value
<PAGE>   2
                             CAMPBELL RESOURCES INC.

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>               <C>                                                                                          <C>
PART I.           FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                  Consolidated Balance Sheets (Unaudited) as at March 31, 2000 and

                  December 31, 1999...............................................................................3

                  Consolidated Statements of Operations (Unaudited) for the Three Months

                  Ended March 31, 2000 and 1999...................................................................4

                  Consolidated Statements of Deficit (Unaudited) for the Three Months Ended March
                  31, 2000 and 1999...............................................................................4

                  Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended

                  March 31, 2000 and 1999.........................................................................5

                  Notes to the Consolidated Financial Statements (Unaudited)  ....................................6

ITEM 2.           Management's Discussion and Analysis of Financial Condition

                  and Results of Operations .....................................................................11

PART II.          OTHER INFORMATION:

ITEM 1.           Legal Proceedings..............................................................................13

ITEM 2.           Changes in Securities..........................................................................13

ITEM 3.           Defaults Upon Senior Securities................................................................13

ITEM 4.           Submission of Matters to a Vote

                  of Security Holders............................................................................13

ITEM 5.           Other Information..............................................................................13

ITEM 6.           Exhibits and Reports on Form 8-K...............................................................13

                  SIGNATURES.....................................................................................14
</TABLE>
                                        2
<PAGE>   3
CAMPBELL RESOURCES INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                           MARCH 31       December 31
                                                             2000            1999
                                                          ---------         ---------
<S>                                                       <C>               <C>
ASSETS

CURRENT ASSETS

Cash and short-term deposits                              $  20,176         $  18,219
Money market instruments                                                        7,958
Receivables                                                   2,751             1,999
Inventories (note 3)                                          5,223             4,891
Prepaids                                                        498               460
                                                          ---------         ---------
    Total current assets                                     28,648            33,527
                                                          ---------         ---------

OTHER ASSETS                                                    186               194

FUTURE INCOME TAX ASSET                                       2,147

MINING INTERESTS                                            183,740           178,538
    less accumulated depreciation and amortization         (125,524)         (125,125)
                                                          ---------         ---------
                                                             58,216            53,413
                                                          ---------         ---------

    Total assets                                          $  89,197         $  87,134
                                                          =========         =========


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                                          $   2,380         $   1,104
Accrued liabilities                                           1,349             1,003
Future income tax liability                                   1,377
                                                          ---------         ---------
    Total current liabilities                                 5,106             2,107
                                                          ---------         ---------

ACCRUED RECLAMATION                                           2,185             2,169

CONVERTIBLE DEBENTURES (note 4)                               3,744             3,718

FUTURE INCOME AND MINING TAX LIABILITY                        1,802             1,716

OTHER LIABILITIES                                             1,672             1,751

SHAREHOLDERS' EQUITY

Capital stock (note 5)                                      125,358           125,339
Foreign currency translation adjustment                         701               593
Deficit                                                     (51,371)          (50,259)
                                                          ---------         ---------
    Total shareholders' equity                               74,688            75,673
                                                          ---------         ---------

    Total liabilities and shareholders' equity            $  89,197         $  87,134
                                                          =========         =========
</TABLE>

Commitments and contingencies (note 7)

                                        3
<PAGE>   4
CAMPBELL RESOURCES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31,

(Expressed in thousands of Canadian dollars except per share amounts)

<TABLE>
<CAPTION>
                                                  2000             1999
                                                --------         --------
<S>                                             <C>              <C>
METAL SALES                                     $  1,256         $  6,601
                                                --------         --------

EXPENSES

  Mining                                           1,472            7,808
  General administration                             709              769
  Depreciation and amortization                      289            1,389
  Exploration                                        694              336
  Care and maintenance                               137              238
                                                --------         --------

                                                   3,301           10,540
                                                --------         --------

Loss from operations                              (2,045)          (3,939)
                                                --------         --------

Other income (expense)

  Other income                                       358              772
  Convertible debenture interest expense             (77)            (107)
                                                --------         --------

                                                     281              665
                                                --------         --------

Loss before taxes                                 (1,764)          (3,274)

Income and mining tax recovery (expense)             (32)             226
                                                --------         --------

NET LOSS                                        ($ 1,796)        ($ 3,048)
                                                ========         ========


LOSS PER SHARE                                  ($  0.01)        ($  0.02)
                                                ========         ========
</TABLE>

CONSOLIDATED STATEMENTS OF DEFICIT (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31,
(Expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                              2000             1999
                                            --------         --------

<S>                                         <C>              <C>
Balance at beginning of period              ($50,259)        ($37,557)
Change in accounting policy (note 2)             684
Net loss                                      (1,796)          (3,048)
                                            --------         --------

Balance at end of period                    ($51,371)        ($40,605)
                                            ========         ========
</TABLE>

                                        4
<PAGE>   5
CAMPBELL RESOURCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31,
(Expressed in thousands of Canadian dollars)

CASH PROVIDED BY (USED IN):

<TABLE>
<CAPTION>
                                                             2000             1999
                                                           --------         --------
<S>                                                        <C>              <C>
OPERATING ACTIVITIES

Net loss                                                   ($ 1,796)        ($ 3,048)
Items not involving cash
  Depreciation and amortization                                 289            1,389
  Future mining taxes recovery                                                  (354)
  Other                                                        (107)            (435)
                                                           --------         --------
                                                             (1,614)          (2,448)
Net change in non-cash operating working capital                500            2,192
                                                           --------         --------
                                                             (1,114)            (256)
                                                           --------         --------

FINANCING ACTIVITIES

Issues of capital stock                                          19
                                                           --------         --------

INVESTING ACTIVITIES

Expenditures on mining interests                             (5,003)            (945)
Money market instruments                                      8,000
                                                           --------         --------
                                                              2,997             (945)
                                                           --------         --------

Effect of exchange rate change on cash
    and short-term deposits                                      55               83
                                                           --------         --------

Increase (decrease) in cash and short-term deposits           1,957           (1,118)
Cash and short-term deposits at beginning of period          18,219           41,493
                                                           --------         --------

Cash and short-term deposits at end of period              $ 20,176         $ 40,375
                                                           ========         ========



CHANGES IN NON-CASH OPERATING WORKING CAPITAL

  Receivables                                              ($   752)        $    790
  Inventories and prepaids                                     (370)             398
  Accounts payable                                            1,276              403
  Accrued liabilities                                           346              601
                                                           --------         --------
                                                           $    500         $  2,192
                                                           ========         ========
</TABLE>

                                        5
<PAGE>   6
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) THREE MONTHS ENDED
MARCH 31, 2000 (Tabular amounts are expressed in thousands of Canadian dollars)


1--GENERAL

The Company is incorporated under the Canada Business Corporations Act and is
engaged in the exploration, development, mining and processing of precious
metals in Canada, Mexico and Panama.

These unaudited consolidated financial statements reflect all adjustments that
are, in the opinion of management, necessary for a fair statement of results for
the interim period presented. The unaudited financial statements presented
herein have been prepared in accordance with the instructions to Form 10-Q and
do not include all the information and note disclosures required by generally
accepted accounting principles for complete financial statements. For further
information, refer to the financial statements and related footnotes included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

The financial statements are prepared in accordance with accounting principles
generally accepted in Canada and, except as described in note 8, conform in all
material respects with accounting principles generally accepted in the United
States.

The results of operations for the first three months of the year are not
necessarily indicative of the results to be expected for the full year.

2 -- CHANGE IN ACCOUNTING POLICY

The Company has changed its policy for accounting for income taxes by adopting,
effective January 1, 2000, the Canadian Institute of Chartered Accountants
Handbook Section 3465 "Income Taxes". The Company has adopted Section 3465
retroactively without restatement of prior period financial statements resulting
in the deficit at January 1, 2000 being reduced by $684,000 million.

3 -- INVENTORIES

<TABLE>
<CAPTION>
                               2000          1999
                              ------        ------
<S>                           <C>           <C>
Materials and supplies        $4,333        $4,369

Work-in-process                  890           522
                              ------        ------

                              $5,223        $4,891
                              ======        ======
</TABLE>


                                       6
<PAGE>   7
4 -- CONVERTIBLE DEBENTURES

In July 1994, the Company issued US$11,005,000 of 7.5% Convertible Subordinated
Debentures. The debentures are unsecured, bear interest at 7.5% payable in
arrears on June 1 and December 1 each year and mature on July 21, 2004. The
debentures are convertible at the option of the holder into common shares of the
Company at any time prior to maturity at a conversion of US$0.50 per common
share. The debentures are redeemable for cash at any time after the fifth
anniversary of the date of issue or, at the Company's option, may be redeemed in
common shares on the basis of one common share for each US$0.50 of debenture
principal being redeemed. The right of the Company to redeem the debentures for
cash or common shares is conditional on the average price of the common shares
exceeding US$0.50 during a period of 20 consecutive days prior to notice of
redemption. The Company may, at its option, repay the debenture at maturity by
issuing common shares of the Company at the conversion price of US$0.50 per
common share.

During the three months ended March 31, 2000, debenture holders converted US$nil
(1999 - US$400,000) of debenture principal into nil (1999 - 800,000) common
shares of the Company resulting in a balance outstanding at March 31, 2000 of
US$2,576,000 (December 31, 1999 - US$2,576,000).

5 -- CAPITAL STOCK

Changes in the issued and outstanding common shares for the three months are as
follows (in thousands):

<TABLE>
<CAPTION>
                                                        2000                           1999
                                               -----------------------         -----------------------
                                               Shares          Amount          Shares          Amount
                                               -------        --------         -------        --------
<S>                                            <C>            <C>              <C>            <C>
Common shares:
  Balance at beginning of period               157,152        $125,339         154,686        $123,632

Issued:
  Conversion of convertible debentures                                             800             588
  Employee Incentive Plan and
    Directors' Stock Option Plan                    68              19
                                               -------        --------         -------        --------

Balance at March 31                            157,220        $125,358         155,486        $124,220
                                               =======        ========         =======        ========
</TABLE>

Loss per share has been calculated using the weighted average number of shares
outstanding during the three months which was 157,164,000 (1999 - 155,486,000).

6-- STATEMENTS OF CASH FLOWS

Additional disclosures with respect to the Statements of Cash Flows are as
follows:

<TABLE>
<CAPTION>
                                    Three months ended March 31
                                       2000            1999
                                       ----            ----
<S>                                    <C>             <C>
         Cash taxes paid               $ 38            $113
         Cash interest paid            $               $  1
</TABLE>


                                       7
<PAGE>   8
7 -- COMMITMENTS AND CONTINGENCIES


a)       At March 31, 2000 the Company has sold forward 8,500 ounces of gold for
         delivery in 2000 under forward contracts at an average of US$290 per
         ounce, and has outstanding calls for 33,200 ounces of gold in 2001 and
         20,000 ounces of gold in 2002 at US$350 per ounce subject to floating
         gold lease rates.

b)       The Company's Joe Mann mine is subject to a graduated net smelter
         return royalty increasing from 1.8% up to a gold price of Canadian $512
         per ounce to 3.6% at a gold price of Canadian $625 per ounce.

c)       During 1996, the Company's Mexican subsidiary received import duty
         assessments following an audit claiming the subsidiary's interest in
         certain pieces of machinery and equipment with an approximate value of
         US$2,200,000 and levying taxes, penalties, interest and inflationary
         adjustments for a further Mexican pesos 9,200,000. On May 26, 1997, the
         Company received notice that it was successful in its appeal against
         the assessments and that the Mexican pesos 9,200,000 was not payable.
         The charge against the assets will be released when the final tax
         assessment covering this matter is issued in favour of the Company by
         the tax authorities. On May 6, 1998, the tax authorities issued a tax
         assessment identical to that issued in 1996 except that the amounts
         claimed have increased to Mexican pesos 18,000,000 as a result of
         inflation and additional interest. The Company has been advised that
         this assessment is improper as it completely ignores the earlier
         ruling. Accordingly the Company has filed a new appeal before the
         Federal Tax Court to nullify the assessment. No provision has been made
         in the financial statements for the amounts assessed on the basis of
         the earlier ruling and the legal advice received.

d)       During 1991, a subsidiary of the Company entered into a corporate
         restructuring and financing arrangement ("Arrangement") in which it
         issued to a group of Canadian financial institutions $38,000,000 of
         Guaranteed Subordinate Debentures and Notes ("Debentures") and
         $12,000,000 of Guaranteed Non-Cumulative Redeemable Retractable
         Preferred Shares ("Preferred Shares"). The Debentures are unsecured,
         subordinate to all existing non-trade debt and future senior debt, bear
         interest at varying rates, are repayable upon maturity in 2007, and
         cannot be prepaid. The Preferred Shares are redeemable at any time at
         an amount of $240,000 per Preferred Share, rank equally and pari passu
         with the common shares for dividends when declared, and are retractable
         in 2007. In order to secure the performance of the Debentures and
         Preferred Shares the Company's subsidiary entered into an Interest Rate
         and Currency Exchange Swap Agreement ("Swap Agreement") with a major
         international bank. The Swap Agreement provides for the conversion of
         one floating rate interest basis to another and for differences in the
         timing of payments so as to match the interest payment requirements
         under the Debentures, repay the Debentures upon maturity and retract
         the Preferred Shares. All payments are denominated in Canadian dollars.
         The Company's subsidiary placed Canadian dollar deposits with the
         counter party to the Swap agreement which deposits have been charged to
         secure the performance under the Swap agreement. These deposits earn
         interest at Canadian Bankers Acceptance rates. The Swap Agreement was
         irrevocably assigned directly to the investors. Accordingly the bank is
         the primary obligor under the Arrangement.

e)       The Company is from time to time involved in various claims, legal
         proceedings and reassessments for income, mining and other taxes,
         arising in the ordinary course of business. 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


                                       8
<PAGE>   9
         generally becoming more restrictive. The Company conducts its
         operations so as to protect its employees, the general public and the
         environment and, to the best of its knowledge, believes its operations
         are in compliance with all applicable laws and regulations, in all
         material respects. The Company has made, and expects to make in the
         future, submissions and expenditures to comply with such laws and
         regulations. Where estimated reclamation and closure costs are
         reasonably determinable, the Company has recorded a provision for
         environmental liabilities based on management's estimate of these
         costs. Such estimates are subject to adjustment based on changes in
         laws and regulations and as new information becomes available.

8--DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
    ACCOUNTING PRINCIPLES

The reconciliation of net loss determined in accordance with generally accepted
accounting principles in Canada to net loss determined under accounting
principles which are generally accepted in the United States is as follows:

<TABLE>
<CAPTION>
                                                         Three months ended March 31
                                                          2000                1999
                                                         -------             -------
<S>                                                      <C>                 <C>
Net loss for period as reported                          $(1,796)            $(3,048)
Depreciation and amortization (a)                           (208)                513
Deferred income taxes (b)                                                       (118)
Foreign exchange contracts (d)                                                   438
                                                         -------             -------
Net loss for the year in accordance
with United States accounting principles                 $(2,004)            $(2,215)
                                                         -------             -------

Other comprehensive income (loss):
Foreign currency translation adjustments                     108                (167)
                                                         -------             -------
Comprehensive loss for the year in accordance
with United States accounting principles                 $(1,896)            $(2,382)
                                                         -------             -------

Loss per share for the year in accordance
with United States accounting principles
   Basic and fully diluted                               $ (0.01)           $  (0.01)
                                                         -------             -------
</TABLE>

Differences between Canadian and United States accounting principles as they
affect the Company's financial statements are as follows:

a)       Depreciation and Amortization - Under Canadian accounting principles,
         depreciation and amortization may be calculated on the
         unit-of-production method based upon the estimated mine life, whereas
         under United States accounting principles the calculations are made
         based upon proven and probable mineable reserves.

b)       Deferred Income Taxes - Effective January 1, 2000 the Company adopted
         the liability method of accounting for income taxes in accordance with
         Canadian accounting principles (see note 2) which is now substantially
         consistent with accounting for income taxes in accordance with United
         States accounting principles. For Canadian accounting principles the
         Company did not restate prior period financial statements.


                                       9
<PAGE>   10
c)       Contingent Liability - Under United States accounting principles the
         contingent liability disclosed in note 6(d) would be reflected in the
         balance sheet. Accordingly, for United States accounting principles
         total assets and liabilities would increase by $50 million. The
         increase in assets represents investments (non-current) comprising
         Canadian dollar payments under the Swap agreement and Canadian dollar
         deposits with the counter party to the Swap agreement. The liabilities
         (non-current) represent the Guaranteed Subordinate Debentures and Notes
         of $38 million and the Guaranteed Non-Cumulative Redeemable Retractable
         Preferred Shares of $12 million which would be included outside of
         shareholders' equity.

d)       Foreign Exchange Contracts - In accordance with Canadian accounting
         principles, certain long-term foreign exchange contracts are considered
         to be hedges of sales revenue denominated in foreign currencies. Gains
         and losses related to changes in market values of such contracts are
         deferred and recognized when the contract is settled as part of sales
         revenue. Under United States accounting principles, changes in the
         market value of the contracts would be included in current earnings.

e)       Balance Sheets - The cumulative effect of the application of United
         States accounting principles, noted in (a) to (d) above, on the
         consolidated balance sheets of the Company as at March 31, 2000 and
         December 31, 1999 would be to decrease mining interests by $22,685,000
         (1999 - $22,477,000), increase long-term investments by $50,000,000
         (1999 - $50,000,000), increase long-term liabilities by $38,000,000
         (1999 - $38,000,000), increase future tax assets, non-current by $nil
         (1999 - $1,999,000), increase future taxes, current liabilities by $nil
         (1999 - $1,179,000), decrease future income and mining taxes,
         non-current liabilities by $1,032,000 (1999 - $896,000), increase
         preferred shares by $12,000,000 (1999 - $12,000,000) and reduce
         shareholders equity by $21,653,000 (1999 - $20,761,000).

f)       Other Recent Accounting Pronouncements - In June 1998, the FASB issued
         SFAS No. 133 "Accounting for Derivative Instruments and Hedging
         Activities." SFAS No. 133 establishes methods of accounting for
         derivative financial instruments and hedging activities related to
         those instruments as well as other hedging activities. The Company will
         be required to implement SFAS No. 133 for its fiscal year ending
         December 31, 2001. The Company has not yet determined the impact, if
         any, of the adoption of SFAS No. 133 on its reported financial
         position, results of operations or cash flows.


                                       10
<PAGE>   11
CAMPBELL RESOURCES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
MARCH 31, 2000

(all dollars are Canadian unless noted otherwise)

FORWARD-LOOKING STATEMENTS

This report contains certain "Forward-Looking Statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and is subject to certain
risks and uncertainties, including those "Risk Factors" set forth in the
Company's current Annual Report on Form 10-K for the year ended December 31,
1999. Such factors include, but are not limited to: differences between
estimated and actual ore reserves; changes to exploration, development and
mining plans due to prudent reaction of management to ongoing exploration
results, engineering and financial concerns; and fluctuations in the gold price
which affect the profitability and ore reserves of the Company. Readers are
cautioned not to place undue reliance on these forward-looking statements which
speak only as of the date hereof. The Company undertakes no obligation to
release publicly any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect unanticipated events
or developments.

OVERVIEW

During the first quarter of 2000 Campbell focused its efforts in three areas,
completing the development at the Joe Mann Mine to enable mining to commence
using cut-and-fill methods, continuing exploration at the Santa Gertrudis Mine
and limited mining at the Santa Gertrudis Mine to partially fund the exploration
effort. The cessation of mining under the previous mining methods at the Joe
Mann Mine in late 1999 and the subsequent development make the results for the
first quarter of 2000 not very comparable with those of 1999 when the Joe Mann
Mine was in full production and the Santa Gertrudis Mine was largely on a care
and maintenance basis.

During the first quarter of 2000 the Company recorded a loss of $1.8 million or
$0.01 per share compared to a loss of $3 million or $0.02 per share in the
comparable period of 1999. There was negative cash flow from operations before
the change in operating working capital of $1.6 million in the quarter compared
to negative cash flow of $2.4 in the first quarter of 1999.

Gold production in the three months, all from the Santa Gertrudis Mine, was
3,100 ounces at a cash cost of US$325 per ounce compared to 15,900 ounces at a
cash cost of US$301 per ounce in the comparable period of 1999 of which 15,300
ounces was from the Joe Mann Mine and the balance from Santa Gertrudis. Gold
production from the Santa Gertrudis Mine during the first quarter of 2000 was
approximately 40% lower than forecast due to longer than anticipated leach
cycles and possible grade control problems both of which are being addressed.
Production from the Santa Gertrudis Mine for the year is currently forecast to
be 30,000 ounces of gold at a cash cost of US$220 per ounce.

JOE MANN MINE DEVELOPMENT

Development at the Joe Mann Mine in preparation for cut-and-fill mining
commenced in December, 1999 and


                                       11
<PAGE>   12
continued through the first quarter of 2000. The hydraulic backfill plant was
installed at the beginning of the quarter and has been successfully
commissioned. The Company resumed milling on April 3, 2000 on a limited basis to
begin processing the ore mined during the development period that had been
stockpiled on surface. Commercial levels of production are expected to be
achieved in May instead of April, as forecast earlier. Development costs in the
first quarter were $5 million before any recovery for development ore. Campbell
currently estimates that the Joe Mann Mine will produce approximately 60,000
ounces of gold in 2000 of which approximately 2,000 ounces will be during the
development period and 58,000 thereafter at a cash cost of US$235 per ounce.

OTHER

Depreciation and amortization expense decreased to $0.3 million for the quarter
and all relates to the Santa Gertrudis Mine compared to $1.4 million in 1999
that all related to the Joe Mann Mine.

Exploration expense increased to $0.7 million in the first quarter of 2000
compared to $0.3 million in the comparable period of 1999. Exploration
expenditures in 1999 were lower as drilling originally scheduled for the first
quarter of 1999 were deferred to the second quarter. The Company has budgeted
US$1.5 million on exploration at Santa Gertrudis for 2000.


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2000, the Company's cash and short-term deposits plus money market
instruments decreased to $20.2 million compared to $26.2 million at December 31,
1999. Working capital also decreased to $23.5 million compared to $31.4 million
at December 31, 1999. The decrease is attributable to the lack of cash flow
resulting from the development at the Joe Mann Mine and the lower than expected
gold production from the Santa Gertrudis Mine. Based on gold prices of US$285
per ounce, Campbell currently forecasts a return to positive cash flow
commencing in the second half of 2000.

The Company's principal sources of liquidity are the future cash flows from the
Joe Mann Mine and Santa Gertrudis Mine and the Company's working capital that
amounted to $23.5 million at March 31, 2000. The Company is subject to the
normal risks and uncertainties associated with mining, including fluctuations in
gold prices, the relative U.S./ Mexican/ Canadian exchange rates, the ability of
the Company to meet its production estimates and any unforeseen environmental
problems.


                                       12
<PAGE>   13
PART II.

ITEM 1.           Legal Proceedings
                  Not applicable

ITEM 2.           Changes in Securities
                  Not Applicable

ITEM 3.           Defaults Upon Senior Securities
                  None

ITEM 4.           Submission of Matters to a Vote of Security Holders
                  None

ITEM 5.           Other  Information
                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K
                  None


                                       13
<PAGE>   14
                                   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.

                             CAMPBELL RESOURCES INC.

                             "PAUL J. IRELAND"

                             Paul J. Ireland

                             Vice President, Finance and Chief Financial Officer
                             (Principal Financial and Accounting Officer and
                             authorized signatory)

Toronto, Ontario
May 09, 2000


                                       14
<PAGE>   15
                             CAMPBELL RESOURCES INC.

                           FORM 10-Q - MARCH 31, 2000

                                  EXHIBIT INDEX



         27.1              Financial Data Schedule


                                       15

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets, consolidated statements of operations and
consolidated statements of cash flows 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-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<EXCHANGE-RATE>                                  0.688
<CASH>                                          20,176
<SECURITIES>                                         0
<RECEIVABLES>                                    2,751
<ALLOWANCES>                                         0
<INVENTORY>                                      5,223
<CURRENT-ASSETS>                                28,648
<PP&E>                                         183,740
<DEPRECIATION>                                 125,524
<TOTAL-ASSETS>                                  89,197
<CURRENT-LIABILITIES>                            5,106
<BONDS>                                          3,744
                                0
                                          0
<COMMON>                                       125,358
<OTHER-SE>                                    (50,670)
<TOTAL-LIABILITY-AND-EQUITY>                    89,197
<SALES>                                          1,256
<TOTAL-REVENUES>                                 1,256
<CGS>                                            2,455
<TOTAL-COSTS>                                    2,455
<OTHER-EXPENSES>                                   137
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  77
<INCOME-PRETAX>                                (1,764)
<INCOME-TAX>                                        32
<INCOME-CONTINUING>                            (1,796)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,796)
<EPS-BASIC>                                     (0.01)
<EPS-DILUTED>                                   (0.01)


</TABLE>


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