<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended March 31, 1997
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 0-14329
CANYON RESOURCES CORPORATION
(a Delaware Corporation)
I.R.S. Employer Identification Number 84-0800747
14142 Denver West Parkway, Suite 250
Golden, CO 80401
(303) 278-8464
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing require ments for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date: 37,605,488 shares of the
Company's Common Stock were outstanding as of May 1, 1997.
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<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following consolidated financial statements have been prepared by
Canyon Resources Corporation ("the Company") pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations. In the opinion
of the Company's management, the consolidated financial statements include all
adjustments, consisting only of adjustments of a normal, recurring nature,
necessary to present fairly the financial information set forth therein.
These consolidated financial statements should be read in conjunction
with the financial statements and accompanying notes included in the Company's
Form 10-K for the year ended December 31, 1996.
Consolidated Balance Sheets....................................Page 3
Consolidated Statements of Operations .........................Page 4
Consolidated Statements of Cash Flows..........................Page 5-6
Notes to Interim Consolidated Financial Statements.............Page 7-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ....................Page 10-11
<PAGE> 3
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 2,661,400 $ 4,181,100
Restricted cash 5,669,200 2,557,500
Accounts receivable 959,600 574,300
Inventories 4,700,100 4,382,400
Prepaid and other assets 512,700 591,200
------------ ------------
Total current assets 14,503,000 12,286,500
------------ ------------
Property and equipment, at cost
Mining claims and leases 18,017,700 17,561,600
Producing properties 55,943,000 53,875,000
Other 897,500 898,200
------------ ------------
74,858,200 72,334,800
Accumulated depreciation and depletion (2,646,900) (1,995,200)
------------ ------------
Net property and equipment 72,211,300 70,339,600
------------ ------------
Other assets 1,741,600 1,758,200
------------ ------------
Total Assets $ 88,455,900 $ 84,384,300
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,392,200 $ 1,616,400
Notes payable - current 3,256,900 2,071,800
Accrued taxes, other than payroll and income 93,300 104,300
Accrued reclamation costs 1,114,500 1,421,000
Other accrued liabilities 454,900 612,400
------------ ------------
Total current liabilities 7,311,800 5,825,900
Notes payable - long term 30,882,500 28,125,000
Accrued reclamation costs 1,584,000 1,584,000
Other noncurrent liabilities 408,700 408,800
------------ ------------
Total Liabilities 40,187,000 35,943,700
------------ ------------
Commitments
Common stock ($.01 par value) 100,000,000 shares authorized;
issued and outstanding: 37,580,500 at March 31, 1997, and
37,503,600 at December 31, 1996 375,800 375,000
Capital in excess of par value 81,578,600 81,440,400
Deficit (33,685,500) (33,374,800)
------------ ------------
Total Stockholders' Equity 48,268,900 48,440,600
------------ ------------
Total Liabilities and Stockholders' Equity $ 88,455,900 $ 84,384,300
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1997 1996
------------ ------------
<S> <C> <C>
REVENUE
Sales $ 3,439,600 $ 1,144,100
------------ ------------
EXPENSES
Cost of sales 2,240,500 911,800
Depreciation, depletion, and amortization 571,500 60,300
Selling, general and administrative 781,500 811,500
Exploration costs 70,600 129,500
------------ ------------
3,664,100 1,913,100
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 64,000 332,400
Interest expense (146,600) (402,700)
Other (3,600) 11,100
------------ ------------
(86,200) (59,200)
------------ ------------
Net loss $ (310,700) $ (828,200)
============ ============
Net loss per share $ (0.01) $ (0.03)
============ ============
Weighted average shares outstanding 37,538,400 27,272,000
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (310,700) $ (828,200)
------------ ------------
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and depletion 571,500 60,300
Amortization of financing costs 17,700 72,000
Other 3,500 --
Changes in assets and liabilities,
(Increase) in receivables (388,200) (88,400)
(Increase) decrease in inventories (317,700) 300
(Increase) decrease in prepaid and other assets 77,400 (1,000)
(Decrease) increase in accounts payable and accrued liabilities 1,444,900 (25,600)
(Decrease) increase in other liabilities (100) 3,800
(Increase) in restricted cash (1,486,300) --
------------ ------------
Total adjustments (77,300) 21,400
------------ ------------
Net cash used in operating activities (388,000) (806,800)
------------ ------------
Cash flows from investing activities:
Purchases of property and equipment (6,827,000) (7,883,300)
Proceeds from asset sales 500 5,300
Proceeds from gold sales and restricted cash 3,894,100 --
------------ ------------
Net cash used in investing activities (2,932,400) (7,878,000)
------------ ------------
Cash flows from financing activities:
Issuance of stock, net 139,000 11,476,300
Proceeds from loans and restricted cash, net 1,770,400 6,717,200
Payments on debt (57,400) (69,900)
Payments for debt issuance costs (13,300) (61,200)
Payment on capital lease obligations (38,000) (11,100)
Payments to escrow account -- (19,100)
------------ ------------
Net cash provided by financing activities 1,800,700 18,032,200
------------ ------------
Net increase (decrease) in cash and cash equivalents (1,519,700) 9,347,400
Cash and cash equivalents, beginning of year 4,181,100 1,893,800
------------ ------------
Cash and cash equivalents, end of period $ 2,661,400 $ 11,241,200
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Unaudited)
Supplemental disclosures of cash flow information:
1. The Company paid $374,500 of interest during the first three months of
1997, and $401,000 during the corresponding period of 1996. Of the total
payments, capitalized interest during the first three months of 1997 and
1996 was $258,700 and $388,200, respectively.
2. The Company paid no income taxes during the first three months of 1997 and
the corresponding period of 1996.
Supplemental schedule of noncash investing and financing activities:
1. The Company acquired $156,000 in equipment through capital leases during
the first three months of 1996.
The accompanying notes are an integral part of these
consolidated financial statements.
6
<PAGE> 7
CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
During interim periods, Canyon Resources follows the accounting policies
set forth in its Annual Report to Stockholders and its Report on Form 10-K
filed with the Securities and Exchange Commission. Users of financial
information produced for interim periods are encouraged to refer to the
footnotes contained in the Annual Report to Stockholders when reviewing
interim financial results.
In the opinion of management, the accompanying interim financial
statements contain all material adjustments, consisting only of normal
recurring adjustments necessary to present fairly the financial position,
the results of operations, and the cash flows of Canyon Resources and its
consolidated subsidiaries for interim periods. Certain amounts in the
prior period financial statements have been reclassified to conform to the
current period presentation.
2. INTERIM RESULTS:
The foregoing interim results are not necessarily indicative of the
results of operations for the full year ending December 31, 1997, as the
Briggs Mine attained commercial production levels during March, 1997.
3. USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
4. RESTRICTED CASH:
Restricted cash consisted of the following:
<TABLE>
<CAPTION>
===============================================================================
MARCH 31, DECEMBER 31,
1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Collateral for Letter of Credit (a) $1,953,000 $1,953,000
Unexpended proceeds from loan drawing (b) 2,229,800 100
Unexpended proceeds from gold sales (c) 1,486,200 604,200
Contingency account (d) 200 200
---------- ----------
$5,669,200 $2,557,500
Current portion 5,669,200 2,557,500
---------- ----------
Noncurrent portion $ -- $ --
========== ==========
===============================================================================
</TABLE>
7
<PAGE> 8
4. RESTRICTED CASH: (Continued)
(a) In connection with the issuance of certain bonds for the performance
of reclamation obligations at the Kendall and Briggs Mines, a bank
Letter of Credit has been provided in favor of the Surety as partial
collateral for such bond obligations. The Letter of Credit is fully
collateralized with cash and will expire no earlier than December 31,
1997. At the bank's option, the Letter of Credit may be renewed for
successive one-year periods.
(b) Loan proceeds are restricted solely for the development of the Briggs
Mine.
(c) The Briggs Mine loan facility requires all proceeds from gold sales
to be held in trust and disbursed from the collected credit balance
in certain orders of priority.
(d) As a condition precedent to securing the Briggs loan facility, the
Company transferred $2.0 million to an escrow account to be held in
reserve against construction cost overruns at the Briggs Mine. These
funds were utilized in 1996 due to higher than anticipated
construction costs and working capital needs.
5. INVENTORIES:
Inventories consisted of the following at:
<TABLE>
<CAPTION>
===============================================================================
MARCH 31, DECEMBER 31,
1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Gold-in-process (a) $3,864,200 $3,451,400
Industrial minerals - in process (a) 333,000 394,900
Materials and supplies 502,900 536,100
---------- ----------
$4,700,100 $4,382,400
========== ==========
===============================================================================
</TABLE>
(a) Includes all direct and indirect costs of mining, crushing,
processing, and site overhead expenses.
6. NOTES PAYABLE:
Notes payable consisted of the following at:
<TABLE>
<CAPTION>
===============================================================================
MARCH 31, DECEMBER 31,
1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Briggs Loan (a) $34,000,000 $30,000,000
Caterpillar Finance Note (b) 139,400 196,800
----------- -----------
$34,139,400 $30,196,800
Current portion 3,256,900 2,071,800
----------- -----------
Notes Payable - Long Term $30,882,500 $28,125,000
=========== ===========
===============================================================================
</TABLE>
8
<PAGE> 9
6. NOTES PAYABLE: (Continued)
(a) On December 6, 1995, the Company's wholly owned subsidiary, CR Briggs
Corporation, secured a $34.0 million loan facility to finance the
capital requirements of mine construction and working capital for
its Briggs Mine in California. Drawings on the facility include $25.0
million principal in the form of a gold loan and $9.0 million
principal as dollar loans. The gold loan portion was monetized at
$388.05 per ounce, or 64,425 ounces. Weighted average interest rates
on the drawings during the first three months of 1997 were (i) 3.5%
on the $25.0 million gold loan and (ii) 9.9% on the $9.0 million cash
loans. For the comparable period in 1996, weighted average interest
rates on the gold loan and dollar loans were 5.4% and 9.9%,
respectively. Interest payments of $344,500 and $385,900 were made
during the first three months of 1997 and 1996, respectively.
(b) In August 1994, the Company exercised purchase options on its leased
mining equipment at the Kendall Mine for $899,900. Caterpillar
Financial Services Corporation subsequently agreed to finance the
purchase price over a three-year period at a fixed rate of 9.5%.
During the first three months of 1997, the Company paid $4,200 of
interest and reduced the principal balance by $57,400. For the
comparable period of 1996, the Company paid $12,300 of interest and
reduced the principal balance by $69,900.
7. INCOME TAXES:
The Company has not recorded a tax benefit for the current period as the
benefit is not expected to be realized during the year. The benefit is
also not expected to be realizable as a deferred tax asset at year end as
the Company anticipates recording a full valuation allowance for all
deferred tax assets, except to the extent of offsetting reversals of
expected deferred tax liabilities.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
The matters discussed in this report on Form 10-Q, when not historical
matters, are forward-looking statements that involve a number of risks and
uncertainties that could cause actual results to differ materially from
projected results. Such factors include, among others, the speculative nature
of mineral exploration, commodity prices, production and reserve estimates,
environmental and government regulations, availability of financing, force
majeure events, and other risk factors as described from time to time in the
Company's filings with the Securities and Exchange Commission. Many of these
factors are beyond the Company's ability to control or predict. The Company
disclaims any intent or obligation to update its forward-looking statements,
whether as a result of receiving new information, the occurrence of future
events, or otherwise.
RESULTS OF OPERATIONS
The Company recorded a net loss of $310,700 on revenues of $3,439,600 for
the three months ended March 31, 1997, compared to a net loss of $828,200 on
revenues of $1,144,100 for the comparable period in 1996. The lower loss in the
current period was principally impacted by lower interest expense and the
attainment of commercial production at the Briggs Mine in March 1997.
Gold production for the three months ended March 31, 1997, was 13,614
ounces. Proceeds realized from the sale of 8,150 ounces of gold during the
first two months of 1997 were credited against capitalized development costs at
the Briggs Mine. In March, 1997, the Briggs Mine attained commercial production
levels, and the Company sold 5,600 ounces of gold at an average price of $403
per ounce. For the three months ended March 31, 1996, 1,000 ounces of gold and
600 ounces of silver were sold from the Kendall Mine at an average price of
$405 per equivalent gold ounce. The New York Commodity Exchange (COMEX) gold
price averaged $353 and $400 per ounce for the three months ended March 31,
1997 and 1996, respectively. Revenue from the sales of industrial minerals
products increased 60% and per ton prices increased 7% during the current
period reflecting continued growth in diatomite sales and the effect of
pumice/volcanic glass sales from a processing facility acquired in mid-1996.
Cost of sales at Briggs was $249 per ounce during the current period. The
prior period costs are not comparable as the Briggs Mine was in the
construction and development stage and sales from the Kendall Mine were
nominal. Depreciation, depletion and amortization was higher in the current
period as the Briggs Mine attained commercial production levels.
Interest income was lower in the current period due to lower cash
balances. Interest expense was lower in the current period because the Company
redeemed its 6% Convertible Notes in July, 1996.
10
<PAGE> 11
LIQUIDITY & CAPITAL RESOURCES
Net cash used in operating activities during the three months ended March
31, 1997 was $388,000, as compared to $806,800 used in operating activities for
the same period in 1996. Cash and cash equivalents at March 31, 1997 was
$2,661,400.
The Company spent $2,932,400 net, on capital programs for the three months
ended March 31, 1997, principally relating to final working capital
requirements at the Briggs Mine, improvements to the industrial minerals
business, drilling within the Panamint Range near the Briggs Mine, and funding
the Company's share of costs on the McDonald Project.
The Company borrowed the final $4.0 million tranche under its loan
facility during March, 1997 to provide funding for a leach pad expansion phase
scheduled for completion in mid-1997. Principal payments under the facility are
scheduled to commence during the second quarter of 1997.
FULL YEAR OUTLOOK
Gold production of approximately 73,000 ounces is expected for 1997 at
cash production costs of approximately $265 per ounce. The Company has the
opportunity to deliver all of its 1997 production at an average hedged price of
$401 per ounce. Approximately 20% of the Company's revenues in 1997 are
expected to be generated from sales of industrial minerals.
The Company expects to spend approximately $5.0 million in 1997 on the
following: i) $1.6 million for capital improvements at its industrial minerals
facilities, ii) $1.9 million on the McDonald project, and iii) $1.5 million on
drilling within its claim block in the Panamint Range near the Briggs Mine. In
addition, approximately $1.4 million of reclamation activities will be
undertaken at the Kendall Mine.
11
<PAGE> 12
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS: .................................... None
ITEM 2. CHANGES IN SECURITIES:........................................ None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:.............................. None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS:............ None
ITEM 5. OTHER INFORMATION: .................................... None
ITEM 6(A) EXHIBITS:
No. 11 - Calculation of primary and fully diluted income (loss) per
share
No. 27 - Financial Data Schedule
ITEM 6(B) REPORTS ON FORM 8-K:
The Company filed a report on Form 8-K on March 21, 1997 in
connection with the Board of Directors declaring a dividend
distribution of one right (Right) for each outstanding share of the
Company's $0.01 par value common stock to shareholders of record at
the close of business on April 15, 1997. The description and terms of
the Rights are set forth in a Rights Agreement between the Company
and American Securities Transfer & Trust, Inc., as Rights Agent.
12
<PAGE> 13
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.
CANYON RESOURCES CORPORATION
Date: May 13, 1997 /s/ RICHARD T. PHILLIPS
---------------------------
Richard T. Phillips
Treasurer
Date: May 13, 1997 /s/ GARY C. HUBER
---------------------------
Gary C. Huber
Chief Financial Officer
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
- ----------- ------------------- ----
<S> <C> <C>
11 Calculation of primary and fully
diluted income (loss) per share
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT NO. 11
CANYON RESOURCES CORPORATION
CALCULATION OF PRIMARY AND FULLY-DILUTED
EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended March 31
1997 1996
---------- ----------
<S> <C> <C>
Computation for Statement of Income (A)
- -----------------------------------------------------------
Adjustment to net (loss) per statements
of income to amount used in earnings
per share computation:
(Loss) before extraordinary items ($310,700) ($828,200)
Add-interest on convertible debentures,
net of tax effect -- (B)
---------- ----------
Net (loss), as adjusted ($310,700) ($828,200)
========== ==========
Adjustment to weighted average shares outstanding
to amount used in earnings per share
computation:
Weighted average shares outstanding 37,538,400 27,272,000
Add-Shares issuable from assumed exercise of
convertible debentures -- (B)
Add-Shares issuable from assumed exercise
of options and warrants (B) (B)
---------- ----------
Weighted average shares outstanding, as adjusted 37,538,400 27,272,000
========== ==========
Net (loss) per common share ($0.01) ($0.03)
========== ==========
</TABLE>
(A) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
(B) Effect is antidilutive, so amounts are not included in the earnings loss
per share calculation.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 8,330,600
<SECURITIES> 0
<RECEIVABLES> 959,600
<ALLOWANCES> 0
<INVENTORY> 4,700,100
<CURRENT-ASSETS> 14,503,000
<PP&E> 74,858,200
<DEPRECIATION> 2,646,900
<TOTAL-ASSETS> 88,455,900
<CURRENT-LIABILITIES> 7,311,800
<BONDS> 30,882,500
0
0
<COMMON> 375,800
<OTHER-SE> 81,578,600
<TOTAL-LIABILITY-AND-EQUITY> 88,455,900
<SALES> 3,439,600
<TOTAL-REVENUES> 3,439,600
<CGS> 2,240,500
<TOTAL-COSTS> 2,240,500
<OTHER-EXPENSES> 642,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 146,600
<INCOME-PRETAX> (310,700)
<INCOME-TAX> 0
<INCOME-CONTINUING> (310,700)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (310,700)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
