<PAGE> 1
================================================================================
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, 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 1-11887
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
requirements 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: 11,627,241 shares of the
Company's Common Stock were outstanding as of May 1, 2000.
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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.
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, 1999.
<TABLE>
<S> <C>
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 7-14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS .........................................Page 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK..................................................................Page 18
</TABLE>
2
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CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 585,000 $ 681,600
Restricted cash 2,511,700 2,211,900
Accounts receivable 18,500 18,800
Inventories 6,997,500 7,818,900
Prepaid and other assets 1,402,300 1,168,700
------------ ------------
Total current assets 11,515,000 11,899,900
------------ ------------
Property and equipment, at cost
Mining claims and leases 21,859,100 21,594,000
Producing properties 51,432,900 51,300,600
Other 841,600 841,600
------------ ------------
74,133,600 73,736,200
Accumulated depreciation and depletion (21,215,400) (18,582,400)
------------ ------------
Net property and equipment 52,918,200 55,153,800
Other Assets 3,984,400 4,177,500
------------ ------------
Total Assets $ 68,417,600 $ 71,231,200
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,730,500 $ 2,499,700
Notes payable - current 692,700 30,700
Accrued taxes, other than payroll and income 25,700 36,400
Accrued reclamation costs 1,830,400 1,830,400
Deferred income 6,930,300 8,421,200
Other accrued liabilities 768,400 840,500
------------ ------------
Total current liabilities 12,978,000 13,658,900
Notes payable - long term 4,667,500 5,336,900
Accrued reclamation costs 2,363,900 2,386,100
Deferred income 2,211,900 2,769,200
Other noncurrent liabilities 1,372,100 1,445,500
------------ ------------
Total Liabilities 23,593,400 25,596,600
Commitments and contingencies (Note 7)
Common stock ($.01 par value) 100,000,000 shares authorized and
46,497,500 issued and outstanding at December 31, 1999;
50,000,000 shares authorized and 11,627,200 issued and
outstanding at March 31, 2000 116,300 465,000
Capital in excess of par value 95,773,300 95,422,100
Deficit (51,065,400) (50,252,500)
------------ ------------
Total Stockholders' Equity 44,824,200 45,634,600
------------ ------------
Total Liabilities and Stockholders' Equity $ 68,417,600 $ 71,231,200
============ ============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
3
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CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended March 31,
2000 1999
------------ ------------
<S> <C> <C>
REVENUE
Sales $ 8,846,300 $ 7,335,700
------------ ------------
EXPENSES
Cost of sales 6,614,000 5,880,600
Depreciation, depletion, and amortization 2,625,200 1,617,500
Selling, general and administrative 310,400 352,400
Exploration costs 6,700 32,900
------------ ------------
9,556,300 7,883,400
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 40,900 45,300
Interest expense (189,200) (194,500)
Gain on restructuring of gold loan -- 339,300
Gain (loss) on asset disposals 44,200 (26,800)
Other 1,200 3,500
------------ ------------
(102,900) 166,800
------------ ------------
Net loss $ (812,900) $ (380,900)
============ ============
Basic and diluted loss per share(1): $ (0.07) $ (0.03)
============ ============
Weighted average shares outstanding(1) 11,626,400 11,535,500
============ ============
</TABLE>
(1) Adjusted for the Company's 1/4 reverse split of common stock.
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,
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (812,900) $ (380,900)
----------- -----------
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and depletion 2,625,200 1,617,500
Amortization of financing costs 44,800 44,500
(Gain) loss on asset dispositions (44,200) 26,800
Changes in operating assets and liabilities:
Decrease in accounts receivable 300 79,600
(Increase) decrease in inventories 821,400 (248,700)
Increase in prepaid and other assets (351,700) (227,200)
(Decrease) increase in accounts payable and accrued liabilities 158,700 (359,600)
Decrease in deferred income (2,048,200) (1,195,900)
Decrease in other liabilities (22,200) (75,000)
(Increase) decrease in restricted cash (254,100) 149,400
----------- -----------
Total adjustments 930,000 (188,600)
----------- -----------
Net cash provided by (used in) operating activities 117,100 (569,500)
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment (366,200) (124,800)
Proceeds from asset sales 44,200 22,200
Increase in prepaid assets (329,400) --
Decrease in restricted cash 550,100 --
----------- -----------
Net cash used in investing activities (101,300) (102,600)
----------- -----------
Cash flows from financing activities:
Issuance of stock, net 2,500 56,200
Proceeds from asset sales utilized for debt payments -- 1,650,000
Payments on debt (7,400) (1,989,300)
Payments on capital lease obligations (107,500) (76,900)
----------- -----------
Net cash used in financing activities (112,400) (360,000)
----------- -----------
Net decrease in cash and cash equivalents (96,600) (1,032,100)
Cash and cash equivalents, beginning of year 681,600 1,985,700
----------- -----------
Cash and cash equivalents, end of period $ 585,000 $ 953,600
=========== ===========
</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 $147,000 of interest during the first three months of
2000, and $150,400 during the corresponding period of 1999.
2. The Company paid no income taxes during the first three months of 2000 nor
the corresponding period of 1999.
Supplemental schedule of noncash investing and financing activities:
1. The Company financed an equipment lease buy-out in the amount of $59,200 in
1999.
2. The Company acquired equipment with a fair market value of $53,000 by
exchange of certain assets in 1999.
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 (the Company) 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.
On March 9, 2000, the Board of Directors approved a resolution to implement
a 1/4 reverse split of the Company's common stock, reduce the Company's
authorized shares of common stock from 100 million to 50 million, eliminate
the Company's authorized preferred stock, and modify the numbers of
outstanding warrants and options and their exercise price in accord with
the 1/4 reverse split. These actions were effective on March 24, 2000. An
amount equal to the $0.01 par value of the shares no longer outstanding has
been transferred from common stock to additional paid-in capital.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133). SFAS 133 requires that all
derivatives be recognized as assets or liabilities and be measured at fair
value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivatives
and whether they qualify for hedge accounting as either a fair value hedge
or a cash flow hedge. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving offsetting
changes in fair value or cash flows of the hedging instruments and the
hedged items. SFAS 133 is effective for the Company beginning on January 1,
2001 but earlier adoption is permitted. There are many complexities to this
new standard and the Company is currently evaluating the impact that SFAS
133 will have on its reported operating results and financial position and
has not yet determined whether it will adopt SFAS 133 earlier than January
1, 2001.
In December 1999, the Securities and Exchange Commission (SEC) released
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements. The objective of this SAB is to provide further guidance on
revenue recognition issues in the absence of authoritative literature
addressing a specific arrangement or a specific industry. In March 2000,
the SEC released SAB No. 101A, which delays the implementation date of SAB
101 for registrants with fiscal years that begin between December 16, 1999
and March 15, 2000 until the second fiscal quarter of the first fiscal year
beginning after December 15, 1999. The Company is currently assessing the
impact of the SAB. Its effect on the Company's financial position or
results of operations has not yet been determined.
7
<PAGE> 8
CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)
1. BASIS OF PRESENTATION: (CONTINUED)
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 prior period items have been reclassified to conform with 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, 2000.
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,
2000 1999
---------- ------------
<S> <C> <C>
Collateral for Letter of Credit (a) $ 249,000 $ 249,000
Collateral for reclamation bond (b) 1,869,000 1,869,000
Seven-Up Pete Venture funds (c) 1,907,100 2,502,900
Unexpended proceeds from gold sales (d) 393,700 93,900
---------- ----------
4,418,800 4,714,800
Current portion 2,511,700 2,211,900
---------- ----------
Noncurrent portion* $1,907,100 $2,502,900
========== ==========
*Included in other assets
</TABLE>
(a) In connection with the issuance of certain bonds for the performance
of reclamation obligations and other contingent events at the Briggs
Mine, a bank Letter of Credit
8
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CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)
4. RESTRICTED CASH: (CONTINUED)
was provided in favor of the Sureties as partial collateral for such
bond obligations. The Letter of Credit is fully collateralized with
cash and will expire no earlier than December 31, 2000, and at the
bank's option, may be renewed for successive one-year periods.
(b) Held directly by the Sureties as full collateral for the Kendall Mine
reclamation bond.
(c) Funds remaining from a September 1999 transaction in which the
Seven-Up Pete Venture received $3.0 million solely for the purposes of
maintaining its property rights in the McDonald and Seven-Up Pete gold
deposits and to undertake a lawsuit against the State of Montana as a
result of the passage of the anti-cyanide initiative, I-137.
(d) 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.
5. INVENTORIES:
Inventories consisted of the following at:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
<S> <C> <C>
Gold-in-process (a) $6,480,400 $7,314,200
Materials and supplies 517,100 504,700
---------- ----------
$6,997,500 $7,818,900
========== ==========
</TABLE>
(a) Includes all direct and indirect costs of mining, crushing,
processing, and site overhead expenses.
9
<PAGE> 10
CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)
6. NOTES PAYABLE:
Notes payable consisted of the following at:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
<S> <C> <C>
Briggs Facility (a)
o Cash Loan $5,199,200 $5,199,200
o Credit Line 135,000 135,000
Caterpillar Finance (b) 26,000 33,400
---------- ----------
$5,360,200 $5,367,600
Current portion 692,700 30,700
---------- ----------
Notes Payable - Noncurrent $4,667,500 $5,336,900
========== ==========
</TABLE>
(a) On December 6, 1995, the Company's wholly owned subsidiary, CR Briggs
Corporation, obtained 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 included $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. The dollar loans were paid-off
during the second quarter of 1998 and the gold loan was converted to a
cash loan on June 30, 1999. During the second quarter of 1999, a $0.6
million credit line was established for capital expenditures and
working capital needs.
The following table summarizes principal and interest payments and
weighted average rates on the loan facility.
10
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CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)
6. NOTES PAYABLE: (CONTINUED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Principal payments
Gold loan
o Ounces -- 3,451
o Monetized amount -- $1,339,300
Cash loans -- $ 650,000
Interest payments
Gold loan
o Ounces -- 407
o Market value -- $ 114,300
Cash loans $ 115,500 $ 2,000
Weighted average interest rates
Gold loan -- 2.7%
Cash loans 8.6% 8.0%
</TABLE>
(b) In March 1999, the Company arranged to finance an equipment lease
buy-out with Caterpillar Finance in the amount of $59,200. Terms of
the financing require equal monthly payments over two years at an
interest rate of 8.5%. During the first quarter of 2000, principal and
interest payments of $7,400 and $700, respectively, were made.
7. COMMITMENTS AND CONTINGENCIES:
(a) Site Restoration Costs
Reclamation spending at the Kendall Mine for the first three months of
2000 was $161,200. For the comparable period of 1999, spending totaled
$192,100.
The Kendall Mine operates under permits granted by the Montana
Department of Environmental Quality (DEQ) and the Company currently
maintains a $1,869,000 Reclamation Bond in favor of the DEQ to ensure
appropriate reclamation. In October 1999, the Company received a
determination notice from the DEQ for an increase in the bond amount
to approximately $8.1 million. The Company believes the DEQ bond
request amount greatly exceeds the cost of remaining work and has
filed an administrative appeal to the DEQ's actions.
11
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CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
(b) Surety Bonds - Collateral Commitment
During 1999, in response to a demand for an increase in collateral by
the Sureties who issued certain bonds for the performance of
reclamation obligations and other contingent matters, the Company has
(i) agreed to make cash deposits with the Sureties totaling $1.5
million over a three year period at the rate of $0.5 million per year,
commencing June 30, 2001 and (ii) granted a security interest in favor
of the Sureties in 28,000 acres of real property mineral interests in
Montana.
(c) Contingent Liability:
On September 25, 1997, the Company, together with its wholly owned
subsidiary, CR Montana Corporation (CR Montana), purchased a 72.25%
participating interest and underlying assets in the Seven-Up Pete
Venture (Venture) from CR Montana's partner in the Venture, Phelps
Dodge Corporation (Phelps Dodge). The Company and its wholly owned
subsidiary now own 100% of the Venture. The Venture includes the
McDonald Gold Project near Lincoln, Montana.
The Company made an initial payment of $5 million as part of a total
purchase price which was to be no less than $100 million and no more
than $150 million, assuming all applicable permits for the McDonald
Gold Project are obtained. The largest part of the purchase price, $30
per mineable reserve ounce attributable to the Phelps Dodge ownership
was to be paid after all permits for mine development were obtained.
In September 1999, the Company and Phelps Dodge restructured the
agreement to provide for a payment of $10.0 million upon issuance of
all permits required for construction of the McDonald Gold Project, or
alternatively, one-third of any proceeds received from a takings
lawsuit. Due to the contingent nature of the transaction, the Company
recorded only the initial payment of $5 million as additions to mining
claims and leases.
(d) Other Contingent Matters:
On September 24, 1998, the Montana Department of Natural Resources
(DNRC), the entity that administers state mineral leases, unilaterally
decided to cancel the permitting extension of the 10-year lease term
of the state leases that pertain to the McDonald Gold Project which
would require the Company, after a period of approximately seventeen
months, to commence paying a delay rental of $150,000 per month in
order to maintain the leases. In February 2000, pursuant to its
September 1998 decision, the DNRC determined that the primary terms of
the mineral leases had expired. The Company has appealed the action of
the DNRC in an administrative hearing process under the state's
Administrative Procedures Act, and believes that it will prevail. The
leases continue in effect during this appeal. It is the Company's
position that the permitting process has been
12
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CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
interrupted by the threat and passage of I-137 and, thus, the permit
extension is continued until the governmental impediment is resolved.
In September 1998, the DEQ issued a Notice of Violation and
Administrative Order alleging certain violations of Montana water
quality laws related to the Kendall minesite. DEQ proposed a penalty
of $330,000 (since modified to $302,000) in connection with the
alleged violations. The Company believes (i) that many of the
allegations are unfounded, and (ii) the proposed fine does not comport
with Montana statutes because it fails to consider certain mandatory
mitigating factors. The Company is negotiating the proposed fine with
the DEQ and will defend itself in court if a satisfactory resolution
cannot be reached with the administrative agency.
In November 1998, the Montana electorate passed an anti-cyanide mining
initiative (I-137) by a vote of 52% to 48%. I-137 bans development of
new gold and silver mines which use open-pit mining methods and
expansions to existing mines which use cyanide in the treatment and
recovery process. For most of the campaign period, mining companies
were prevented from campaigning due to a previously passed initiative
(I-125) which prohibited campaign-expenditures by "for-profit"
entities. Ten days prior to the election, a federal judge declared the
prohibition "unconstitutional". The Seven-Up Pete Venture filed a
lawsuit in April 2000 against the State of Montana seeking to have
I-137 declared unconstitutional or, alternatively, to obtain a
"takings" or damage award for the lost value of the McDonald, Seven-Up
Pete and Keep Cool mineral properties. The lawsuit is based on,
amongst others, (i) the right not to be deprived of property without
due process of law, (ii) the right to equal protection under the laws,
and (iii) the right to be protected against laws which impair the
obligations of existing contracts. The Company's legal counsel
believes that it is likely that the Venture will prevail in this
lawsuit with respect to the claim that I-137 is unconstitutional.
8. PRICE PROTECTION ARRANGEMENTS:
At March 31, 2000, 72,000 ounces of the Briggs Mine production was hedged
with forward contracts at an average price of approximately $300 per ounce.
9. DEFERRED INCOME:
The Company's overall deferred income balance at March 31, 2000 was $9.1
million and will be recognized in operations as follows:
13
<PAGE> 14
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(UNAUDITED)
9. DEFERRED INCOME: (CONTINUED)
<TABLE>
<CAPTION>
$ MM
-----------------------------------------
Balance of Year Year
2000 2001 2002 Total
---------- ---- ---- -----
<S> <C> <C> <C>
$6.3 $1.5 $1.3 $9.1
</TABLE>
10. 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.
11. EARNINGS PER SHARE (EPS):
The Company computes EPS by applying the provisions of Financial Accounting
Standards No. 128, Earnings per Share. As the Company reported net losses
for the periods presented, inclusion of potential common shares (options
and warrants) would have an antidilutive effect on per share amounts.
Accordingly, the Company's basic and diluted EPS computations are the same
for the periods presented.
14
<PAGE> 15
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 $0.8 million on revenues of $8.8 million
for the three months ended March 31, 2000. For the comparable period of 1999,
the Company recorded a net loss of $0.4 million on revenues of $7.3 million.
For the three months ended March 31, 2000, the Company sold 23,753 ounces
of gold and 5,000 ounces of silver at an average price of $372 per equivalent
gold ounce. For the comparable period of 1999, the Company sold 19,900 ounces of
gold and 3,900 ounces of silver at an average realized price of $369 per
equivalent gold ounce. The New York Commodity Exchange (COMEX) gold price
averaged $290 and $287 per ounce for the three months ended March 31, 2000 and
1999, respectively.
The following table summarizes the Company's gold deliveries and revenues:
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
------------------------------ ------------------------------
AVERAGE AVERAGE
GOLD PRICE PER REVENUE GOLD PRICE PER REVENUE
OUNCES OZ. $000'S OUNCES OZ. $000'S
------ --------- ------- ------ --------- -------
<S> <C> <C> <C> <C> <C> <C>
Deliveries
Forwards 3,000 $ 265 $ 796 19,900 $ 307 $ 6,118
Spot sales 20,753 $ 288 5,977 -- -- --
Deferred income -- -- 2,048 -- -- 1,196
------ ------- ------ -------
23,753 $ 371 8,821 19,900 $ 368 7,314
Other transactions
Silver proceeds -- 25 -- 22
------ ------- ------ -------
23,753 $ 372 $ 8,846 19,900 $ 369 $ 7,336
</TABLE>
15
<PAGE> 16
Cost of sales was $6.6 million for the three months ended March 31, 2000,
as compared to $5.9 million in the prior period. Per ounce cost of gold sold at
the Briggs Mine, as computed under the Gold Institute's Production Cost
Standard, was as follows:
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
2000 1999
---- ----
<S> <C> <C>
Cash operating (1) $267 $284
Total cash costs (2) $273 $290
Total production costs (3) $388 $376
</TABLE>
(1) All direct and indirect costs of the operation, excluding royalties
and accruals for site restoration. Includes inventory changes and
adjustments for deferred stripping.
(2) Cash operating costs plus royalties.
(3) Total cash costs plus depreciation, depletion, amortization and
accruals for site restoration.
Depreciation, depletion and amortization was higher in the current period
due to a greater number of ounces sold and to a lower reserve base. Selling,
general, and administrative expense was lower in the current period due to
reduced corporate office expenses. Exploration costs were lower in the current
period due to curtailment of all discretionary expenditures.
During the first quarter of 1999, as a result of a restructuring of the
Briggs Mine gold loan, the Company recorded a gain of $0.3 million. There was no
comparable activity in the current period.
LIQUIDITY & CAPITAL RESOURCES
For the three months ended March 31, 2000, operating activities provided
$0.1 million of cash and investing and financing activities used $0.2 million,
resulting in a net decrease in cash of $0.1 million. Cash and cash equivalents
at March 31, 2000 was $0.6 million.
During the first quarter of 2000, the Company spent $0.6 million on efforts
associated with maintaining its property rights in the Seven-Up Pete Venture and
commencing a lawsuit against the State of Montana seeking to overturn the
anti-cyanide mining initiative (I-137). Funding for this activity was provided
from a September 1999 transaction with Franco-Nevada Mining Corporation
(Franco-Nevada) in which the Venture received $3.0 million ($1.9 million
remaining as of March 31, 2000) from the sale of a 4% net smelter return royalty
from the mineral properties of the Venture. Should the Company not be able to
develop the mineral properties if I-137 is not overturned, Franco-Nevada would
be entitled to one-third of any proceeds received resulting from a successful
takings lawsuit. The Company also spent $0.1 million on capital improvements at
the Briggs Mine during the three months ended March 31, 2000.
16
<PAGE> 17
OTHER MATTERS
McDonald Gold Project
Anti-Cyanide Initiative
In November 1998, the Montana electorate passed an anti-cyanide mining
initiative (I-137) by a vote of 52% to 48%. I-137 bans development of new gold
and silver mines and expansions to existing mines which use cyanide in the
treatment and recovery process. For most of the campaign period, mining
companies were prevented from campaigning due to a previously passed initiative
(I-125) which prohibited campaign-expenditures by "for-profit" entities. Ten
days prior to the election, a federal judge declared the prohibition
"unconstitutional". The Seven-Up Pete Venture filed a lawsuit in April 2000
against the State of Montana seeking to have I-137 declared unconstitutional or,
alternatively, to obtain a "takings" or damage award for the lost value of the
McDonald, Seven-Up Pete and Keep Cool mineral properties. The lawsuit is based
on, amongst others, (i) the right not to be deprived of property without due
process of law, (ii) the right to equal protection under the laws, and (iii) the
right to be protected against laws which impair the obligations of existing
contracts. The Company's legal counsel believes that it is likely that the
Venture will prevail in this lawsuit with respect to the claim that I-137 is
unconstitutional.
State Leases
On September 24, 1998, the Montana Department of Natural Resources (DNRC),
the entity that administers state mineral leases, unilaterally decided to cancel
the permitting extension of the 10-year lease term of the state leases that
pertain to the McDonald Gold Project which would require the Company, after a
period of approximately seventeen months, to commence paying a delay rental of
$150,000 per month in order to maintain the leases. In February 2000, pursuant
to its September 1998 decision, the DNRC determined that the primary terms of
the mineral leases had expired. The Company has appealed the action of the DNRC
in an administrative hearing process under the state's Administrative Procedures
Act, and believes that it will prevail. The leases continue in effect during
this appeal. It is the Company's position that the permitting process has been
interrupted by the threat and passage of I-137 and, thus, the permit extension
is continued until the governmental impediment is resolved.
Environmental Regulation
In September 1998, the Montana Department of Environmental Quality (DEQ)
issued a Notice of Violation and Administrative Order alleging certain
violations of Montana water quality laws relating to the Kendall minesite. DEQ
proposed a penalty of $330,000 (since modified to $302,000) in connection with
the alleged violations. The Company believes (i) that many of the allegations
are unfounded, and (ii) the proposed fine does not comport with Montana statutes
because it fails to consider certain mandatory mitigating factors. The Company
is negotiating the proposed fine with the DEQ and will defend itself in court if
a satisfactory resolution cannot be reached with the administrative agency.
17
<PAGE> 18
The Kendall Mine operates under permits granted by the DEQ and the Company
currently maintains a $1,869,000 Reclamation Bond in favor of the DEQ to ensure
appropriate reclamation. In October 1999, the Company received a determination
notice from the DEQ for an increase in the bond amount to approximately $8.1
million. The Company believes the DEQ bond request amount greatly exceeds the
cost of remaining work and has filed an administrative appeal to the DEQ's
actions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Prices
The Company's earnings and cash flow are significantly impacted by changes
in the market price of gold. Gold prices can fluctuate widely and are affected
by numerous factors, such as demand, production levels, economic policies of
central banks, and producer hedging. During the last five years, the average
annual market price has fluctuated between $279 per ounce and $388 per ounce.
Moreover, during 1999, gold prices declined to their lowest level in over two
decades.
In order to protect the selling price of a portion of its anticipated
production from the Briggs Mine, the Company, as of March 31, 2000, had entered
into forward gold contracts on 72,000 ounces (approximately 83% of estimated
2000 production) at an average price of $300 per ounce. A forward contract
allows the Company the flexibility to (i) deliver gold and receive the contract
price if the market price is below the contract price or (ii) extend the
maturity date of the forward contract and sell at the market price if the
contract price is below the market price. For purposes of illustrating the
potential impact of a change in gold price on the Company's annual profitability
and cash flow, if 83% of its estimated 2000 production was delivered against the
forward contracts, a $10 change in the price of gold would have an impact of
approximately $0.1 million. Similarly, a hedge position of only 50% of estimated
2000 production with a $10 change in the price of gold would impact the
Company's annual profitability and cash flow by approximately $0.4 million.
There are certain market risks associated with commodity instruments. If
the Company's counterparties fail to honor their contractual obligation to
purchase gold at agreed-upon prices, the Company may be exposed to market price
risk by having to sell gold in the open market at prevailing prices. Similarly,
if the Company fails to produce sufficient quantities of gold to meet its
forward commitments, the Company would have to purchase the shortfall in the
open market at prevailing prices. In addition, the Company could be subject to
cash margin calls by its counterparties if the market price of gold
significantly exceeds the forward contract price.
In May 1998, the Company liquidated a forward position that was originally
established in December, 1995, resulting in proceeds of $11.1 million. As of
December 31, 1999, $4.5 million of the gain had not been recognized in
operations. During the first quarter of 2000, $1.1 of the million gain was
recognized. The remaining gain of $3.4 million will be recognized during the
balance of 2000.
18
<PAGE> 19
In June 1999, the Company liquidated a gold hedge position consisting of
forward contracts on 125,000 ounces which resulted in proceeds of $5.5 million.
As of December 31, 1999, $4.2 million of the gain had not be recognized in
operations. During the first quarter of 2000, $1.0 million of the gain was
recognized. The remaining gain will be recognized as follows: (i) $2.9 million
during the balance of 2000 and (ii) $0.3 million in 2001.
On June 30, 1999, the Company converted a commodity based loan to a cash
loan. In connection with the conversion, the Company reduced the monetized
amount of the debt to fair value, resulting in a gain of $2.5 million which will
be recognized in operations over the original scheduled gold loan repayment
dates in 2001 and 2002.
At March 31, 2000, the mark to market value of the Company's forward gold
contracts was approximately $1.5 million.
Interest Rates
At March 31, 2000, the Company's debt was approximately $5.4 million, $5.3
million of which relates to the Briggs Mine. The Company is required to
periodically reset the rate on the debt associated with the Briggs Mine for
periods that the Company may choose which range in duration from one to six
months. A 100 basis point change in the rate would have an impact on annual
earnings and cash flow of less than $0.1 million, based on the outstanding loan
amount of $5.3 million at March 31, 2000.
Foreign Currency
The price of gold is denominated in US dollars, and the Company's gold
production operations are in the United States. The Company conducts only a
minor amount of exploration activity in foreign countries and has minimal
foreign currency exposure.
19
<PAGE> 20
PART II OTHER INFORMATION
<TABLE>
<S> <C> <C>
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:..........................................
On February 10, 2000 the Company's shareholders, at a special meeting of shareholders, approved
an alternate capital restructuring proposal for a reverse split of common stock. The approval
authorized the Board of Directors of the Company, at its discretion, to implement a 1/2.5, a 1/4,
or a 1/5 reverse split of shares of common stock, of the Company's authorized shares of common
stock from 100 million to 50 million and elimination of the Company's authorized preferred stock
at any time within the next 23 months, until January 14, 2002. On March 9, 2000, the Board of
Directors approved a resolution to implement a 1/4 reverse split, reduce the Company's authorized
shares of common stock to 50 million, eliminate the Company's authorized preferred stock, and
modify the numbers of outstanding warrants and options and their exercise price in accord with
the 1/4 reverse split. These actions were effective on March 24, 2000.
ITEM 5. OTHER INFORMATION: .........................................................................None
ITEM 6(a) EXHIBITS:
No. 27 - Financial Data Schedule
ITEM 6(b) REPORTS ON FORM 8-K: .......................................................................None
</TABLE>
20
<PAGE> 21
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 12, 2000 /s/ Gary C. Huber
----------------------------
Gary C. Huber
Chief Financial Officer
Date: May 12, 2000 /s/ Richard T. Phillips
----------------------------
Richard T. Phillips
Treasurer
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
- ----------- ------------------- ----
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,096,700
<SECURITIES> 0
<RECEIVABLES> 18,500
<ALLOWANCES> 0
<INVENTORY> 6,997,500
<CURRENT-ASSETS> 11,515,000
<PP&E> 74,133,600
<DEPRECIATION> 21,215,400
<TOTAL-ASSETS> 68,417,600
<CURRENT-LIABILITIES> 12,978,000
<BONDS> 4,667,500
0
0
<COMMON> 116,300
<OTHER-SE> 95,773,300
<TOTAL-LIABILITY-AND-EQUITY> 68,417,600
<SALES> 8,846,300
<TOTAL-REVENUES> 8,846,300
<CGS> 6,614,000
<TOTAL-COSTS> 6,614,000
<OTHER-EXPENSES> 2,631,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 189,200
<INCOME-PRETAX> (812,900)
<INCOME-TAX> 0
<INCOME-CONTINUING> (812,900)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (812,900)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
