<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1997 Commission File Number 1-10040
-------------------- -------
CYPRUS AMAX MINERALS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2684040
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9100 East Mineral Circle, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
(303) 643-5000
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(Registrant's telephone number, including area code)
No Change
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(Former name, address, and former fiscal year,
if changed since last report)
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
--- ---
Number of shares of common stock outstanding as of November 12, 1997, was
93,480,659 shares.
This report contains 23 pages.
-1-
<PAGE>
PART I. FINANCIAL INFORMATION
-------------------------------
ITEM 1. FINANCIAL STATEMENTS
- ------------------------------
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN MILLIONS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- -----------------------
1997 1996 1997 1996
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE $ 860 $ 665 $ 2,589 $ 2,090
--------- --------- ---------- ----------
COSTS AND EXPENSES
Cost of Sales 592 505 1,684 1,528
Selling and Administrative Expenses 32 31 100 90
Depreciation, Depletion, and Amortization 122 84 333 229
Write-downs and Special Charges 17 - 139 -
Exploration Expense 10 9 26 26
--------- --------- ---------- ----------
TOTAL COSTS AND EXPENSES 773 629 2,282 1,873
--------- --------- ---------- ----------
INCOME FROM OPERATIONS 87 36 307 217
OTHER INCOME (EXPENSE)
Interest Income 9 7 30 19
Interest Expense (53) (50) (157) (137)
Capitalized Interest 1 23 9 64
Equity Investments and Other (2) 2 (8) 4
--------- --------- ---------- ----------
INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST 42 18 181 167
Income Tax Benefit (Provision) 1 (4) (16) (38)
Minority Interest 1 - 2 -
--------- --------- ---------- ----------
NET INCOME 44 14 167 129
Preferred Stock Dividends (5) (5) (14) (14)
--------- --------- ---------- ----------
INCOME APPLICABLE TO COMMON SHARES $ 39 $ 9 $ 153 $ 115
========= ========= ========== ==========
EARNINGS PER COMMON SHARE
Primary $ .42 $.10 $1.63 $1.23
Fully Diluted $ .42/(1)/ $.10/(1)/ $1.63/(1)/ $1.23/(1)/
AVERAGE COMMON SHARES OUTSTANDING
Primary 93.4 93.2 93.4 93.2
Fully Diluted 103.1 102.9 103.1 102.9
</TABLE>
See accompanying notes to financial statements.
/(1)/Fully diluted earnings per share were less than 3 percent dilutive or were
anti-dilutive.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN MILLIONS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
ASSETS 1997 1996
------ ------
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 247 $ 193
Accounts and Notes Receivable, Net 263 216
Inventories 532 495
Prepaid Expenses 109 145
------ ------
Total Current Assets 1,151 1,049
PROPERTIES - At Cost, Net 5,055 5,226
OTHER ASSETS 503 511
------ ------
Total Assets $6,709 $6,786
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-Term Debt $ 70 $ 36
Current Portion of Long-Term Debt 149 79
Accounts Payable 120 142
Accrued Payroll and Benefits 99 94
Accrued Royalties and Interest 74 41
Accrued Closure, Reclamation and Environmental 52 61
Other Accrued Liabilities 112 143
Taxes Payable, Other Than Income Taxes 69 61
Income Taxes Payable 60 69
Dividends Payable 19 19
------ ------
Total Current Liabilities 824 745
------ ------
NONCURRENT LIABILITIES AND DEFERRED CREDITS
Long-Term Debt 2,217 2,415
Capital Lease Obligations 107 139
Deferred Employee and Retiree Benefits 411 412
Deferred Closure, Reclamation, and Environmental 342 363
Deferred Income Taxes 55 44
Other 130 151
------ ------
Total Noncurrent Liabilities and Deferred Credits 3,262 3,524
------ ------
MINORITY INTEREST 166 157
SHAREHOLDERS' EQUITY
Preferred Stock, $1 Par Value,
20,000,000 Shares Authorized:
$4.00 Series A Convertible Stock, $50 Stated Value,
4,666,667 Authorized, 4,664,302 Issued
and Outstanding in 1997 and 1996 5 5
Series A Preferred Stock, 500,000 Shares
Authorized, None Issued or Outstanding - -
Common Stock, Without Par Value,
150,000,000 Shares Authorized,
Issued 96,031,114 in 1997 and 96,031,139 in 1996 1 1
Paid-In Surplus 2,948 2,952
Accumulated Deficit (383) (481)
Foreign Currency Translation Adjustment (1) 5
------ ------
2,570 2,482
Treasury Stock at Cost, 2,559,082 Shares in 1997
and 2,788,535 Shares in 1996 (59) (64)
Loan to Savings Plan (54) (58)
------ ------
Total Shareholders' Equity 2,457 2,360
------ ------
Total Liabilities and Shareholders' Equity $6,709 $6,786
====== ======
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
(Unaudited)
Nine Months
Ended September 30,
---------------------
1997 1996
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 167 $ 129
Depreciation, Depletion, and Amortization 333 229
Write-downs and Special Charges 139 -
Deferred Income Taxes 8 40
Gain on Sale of Assets (171) (18)
Changes in Assets and Liabilities Net of Effects
from Businesses Acquired/Sold (115) (168)
Other 21 21
----- -----
NET CASH PROVIDED BY OPERATING ACTIVITIES 382 233
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (278) (710)
Payments for Businesses Purchased - (70)
Capitalized Interest (9) (64)
Advances and Investments, Net to Affiliates 13 (10)
Collections on Note Receivable 5 -
Proceeds from Sale of Assets 146 36
----- -----
NET CASH USED FOR INVESTING ACTIVITIES (123) (818)
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES
Net Proceeds from Issuance of Long-Term Debt 198 285
Net Borrowings on Short-Term Debt 91 531
Payments on Short-Term Debt (44) (134)
Payments on Debt and Other Obligations (377) (52)
Proceeds from Issuance of Stock for Employee Benefits 1 1
Dividends Paid (69) (69)
Dividends to Minority Interests (5) (5)
----- -----
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (205) 557
----- -----
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 54 (28)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 193 191
----- -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 247 $ 163
===== =====
NON-CASH INVESTING ACTIVITIES:
Note Received for Coal Contract $ 31 $ -
===== =====
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
- ------------------------------
The accompanying interim unaudited financial statements include all adjustments
that are, in the opinion of management, necessary for a fair presentation.
Results for any interim period are not necessarily indicative of the results
that may be achieved in future periods. The financial information as of this
interim date should be read in conjunction with the financial statements and
notes thereto contained in Cyprus Amax's Annual Report on Form 10-K for the year
ended December 31, 1996.
NOTE 2. INVENTORIES
- --------------------
Inventories detailed by component are summarized below (in millions):
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
1997 1996
-------------- ------------
<S> <C> <C>
Component
In-Process Ores, Concentrates,
and Other $ 252 $ 237
Finished Goods 164 161
Materials and Supplies 116 97
----- -----
$ 532 $ 495
===== =====
</TABLE>
NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS
- --------------------------------------------
The estimated fair values for financial instruments under SFAS No. 107,
"Disclosures About Fair Value of Financial Instruments," are made at discrete
points in time based on relevant market information. These estimates involve
uncertainties and cannot be determined with precision. At September 30, 1997,
the net carrying value of financial instruments approximated a $1,747 million
liability, whereas the fair value approximated a $1,782 million liability. The
difference in fair value is primarily due to lower market interest rates as of
September 30, 1997, compared with rates on the Company's debt.
NOTE 4. CONTINGENCIES
- ----------------------
Cyprus Tohono Corporation was informed in late 1995 by the office of the
Assistant U.S. Attorney in Tucson, Arizona, that an action was being considered
under federal environmental laws against Cyprus Tohono Corporation and certain
of its employees. The facts giving rise to this matter involved a break in the
process line at Tohono occurring in 1992. It is not possible to state with
reasonable certainty at this time what action will be taken by the government.
Cyprus Miami Mining Corporation and other companies, in conjunction with the
Arizona Department of Environmental Quality's Water Quality Assurance Revolving
Fund program, continued remediation and assessment of ground water quality at
Pinal Creek near Miami, Arizona. Despite the fact that the ongoing program,
initiated in 1989, has resulted in continued improvement of subsurface water
quality in the area, Cyprus Miami was informed that the State of Arizona is
contemplating enforcement action against Cyprus Miami and/or other companies in
connection with Pinal Creek water quality issues under federal and state
environmental laws. Long-term remedial action plans were submitted in May 1997
to the State of Arizona for approval. Completion of risk assessment studies and
the evaluation of remedial action alternatives has provided information that
allows an estimate of Cyprus Miami costs for completing the remedial action. As
a result of this information, approximately $50 million was recorded for the
Pinal Creek remediation reserve
-5-
<PAGE>
at December 31, 1996. Cyprus Miami has commenced contribution litigation against
other parties involved in this matter and has asserted claims against certain of
its past insurance carriers. While significant recoveries are expected, Cyprus
Miami cannot reasonably estimate the amount of recoveries and, therefore, has
not taken potential recoveries into consideration in the provision.
In December 1996, Cyprus Amax received a Unilateral Administrative Order For
Removal Response Activities from the U.S. EPA requiring the removal of asbestos-
containing material at the Horizon Potash Mine located near Carlsbad, New
Mexico. Cyprus Amax has complied with the Order and the Settlement Agreement
with the Bureau of Land Management. Horizon Potash acquired Amax Potash and its
facilities in 1992, abandoned the site in 1993, and entered Chapter 7 bankruptcy
proceedings.
At September 30, 1997, Cyprus Amax had accruals of approximately $394 million
for expected future mine closure, reclamation, and environmental remediation
liabilities. Total reclamation costs for Cyprus Amax at the end of current mine
lives are estimated at about $508 million. Additionally, the cost range of
reasonably possible outcomes for sites where remediation costs are estimable is
from $80 million to $300 million, of which approximately $100 million is
included as a component of the above reserve. Work on these sites is expected to
be substantially completed in the next several years, subject to the inherent
delays involved in the process. Remediation costs that could not be reasonably
estimated at September 30, 1997, are not expected to have a material impact on
the financial condition and ongoing operations of the Company.
NOTE 5. INFORMATION BY INDUSTRY SEGMENT
- ----------------------------------------
Cyprus Amax operates in three principal industry segments--Copper/Molybdenum,
Coal, and Other--which supply mineral products primarily to the construction,
automobile, steel, and utility industries and gold to banks and other bullion
dealers. The financial information for these segments is presented below (in
millions):
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- ---------------------
1997 1996 1997 1996
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Segment Revenue
Copper/Molybdenum $ 401 $ 290 $1,211 $ 987
Coal 353 324 1,090 935
Other 106 51 288 168
----- ----- ------ ------
$ 860 $ 665 $2,589 $2,090
===== ===== ====== ======
Segment Income (Loss)
Copper/Molybdenum $ 79 $ 31 $ 263 $ 188
Coal 26 23 84 66
Other (2) (3) 12 4
----- ----- ------ ------
103 51 359 258
Corporate (16) (15) (52) (41)
Interest, Net (43) (20) (118) (54)
Equity Investments and Other (2) 2 (8) 4
----- ----- ------ ------
Income Before Income Taxes and
Minority Interest 42 18 181 167
Income Tax Benefit (Provision) 1 (4) (16) (38)
Minority Interest 1 - 2 -
----- ----- ------ ------
Net Income $ 44 $ 14 $ 167 $ 129
===== ===== ====== ======
</TABLE>
-6-
<PAGE>
REVIEW BY INDEPENDENT ACCOUNTANTS
- ---------------------------------
The financial information as of September 30, 1997, and for the three-month and
nine-month periods ended September 30, 1997 and 1996, included in Part I
pursuant to Rule 10-01 of Regulation S-X has been reviewed by Price Waterhouse
LLP, the Company's independent accountants, in accordance with standards
established by the American Institute of Certified Public Accountants. Price
Waterhouse LLP's report is included as page 8 of this quarterly report.
Price Waterhouse LLP does not carry out any significant or additional audit
tests beyond those which would have been necessary if its report had not been
included in this quarterly report. Accordingly, such report is not a "report"
or "part of a registration statement" within the meaning of Sections 7 and 11 of
the Securities Act of 1933 and the liability provisions of Section 11 of such
Act do not apply.
-7-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Shareholders of Cyprus Amax Minerals Company
We have reviewed the accompanying consolidated balance sheet of Cyprus Amax
Minerals Company and its subsidiaries as of September 30, 1997, and the related
consolidated statements of operations and of cash flows for the three-month and
nine-month periods ended September 30, 1997 and 1996. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial information for it to be in
conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1996, and the related
consolidated statements of operations, of shareholders' equity, and of cash
flows for the year then ended (not presented herein), and in our report dated
February 12, 1997, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet information as of December 31, 1996, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ Price Waterhouse LLP
Denver, Colorado
November 13, 1997
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
- -------------------------------------------------------------------------
FINANCIAL CONDITION
- -------------------
To the extent the company makes forward-looking statements, actual results may
vary materially therefrom. All of the information set forth in this Form 10-Q,
including without limitation the Cautionary Statement and Risk Factors described
herein, should be considered and evaluated.
RESULTS OF OPERATIONS
- ---------------------
Cyprus Amax Minerals Company reported 1997 third quarter consolidated earnings
of $44 million, or 42 cents per share, on revenue of $860 million, compared with
1996 earnings for the quarter of $14 million, or 10 cents per share, on revenue
of $665 million. Higher third quarter 1997 earnings largely were attributable to
higher sales of produced copper, higher copper and molybdenum realizations,
lower copper cost of sales, higher coal earnings, and a tax benefit resulting
from a favorable prior year tax settlement, partially offset by higher net
interest expense.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
SELECTED RESULTS ------------------- -------------------
(In millions except per share data) 1997 1996 1997 1996
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Revenue $ 860 $ 665 $2,589 $2,090
Net Income $ 44 $ 14 $ 167 $ 129
Earnings Per Share $ .42 $ .10 $ 1.63 $ 1.23
</TABLE>
The 1997 third quarter revenue of $860 million was $195 million higher than the
comparable 1996 quarter primarily due to higher copper and molybdenum
realizations, higher copper sales, and significantly higher gold sales.
For the first nine months of 1997, Cyprus Amax earned $167 million, or $1.63 per
share, compared with 1996 earnings for the period of $129 million, or $1.23 per
share.
Segment income is earnings before corporate overhead, net interest, equity
investments and other, income taxes, and minority interest.
<TABLE>
<CAPTION>
COPPER/MOLYBDENUM
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
SELECTED RESULTS (In millions) 1997 1996 1997 1996
--------- -------- ---------- -------
<S> <C> <C> <C> <C>
Revenue $ 401 $ 290 $1,211 $ 987
Segment Operating Income $ 79 $ 31 $ 263 $ 188
</TABLE>
Copper/Molybdenum earned $79 million during the third quarter compared with
earnings of $31 million in the 1996 period. Earnings increased primarily due to
70 million pounds more sales of produced copper, eight cents higher copper
realizations, and five cents lower copper cost of sales.
Third quarter copper realizations averaged $1.01 per pound, 8 cents higher than
the 1996 quarter. As of September 30, 1997, Cyprus Amax had price protection
programs in place that will ensure a minimum average realization on an LME basis
of 94 cents per pound on approximately 63 percent of the balance of Cyprus
Amax's 1997 production, and 89 cents per pound on 60 percent of the total
production for the first nine months of 1998. During the third quarter of 1996,
Cyprus Amax sold a portion of its 1997 copper price protection, of which 55
million pounds related to the third quarter of 1997 and 55 million pounds to the
fourth
-9-
<PAGE>
quarter of 1997. In the third quarter $7 million, net of the respective put
amortization, was recognized in income. Periodically Cyprus Amax may elect to
sell or buy copper price protection contracts to mitigate the risk of metal
price declines on a portion of its future copper sales. Additionally, the price
protection program for El Abra ensures a minimum average realization on an LME
basis of 90 cents for the balance of 1997 on approximately 50 million pounds
(Cyprus Amax's 51 percent interest) with a cap of $1.25 per pound on
approximately 20 million pounds. El Abra's price protection program for 1998 is
included in the Cyprus Amax program mentioned above.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
SELECTED OPERATING DATA ------------------- -------------------
(In millions except as noted) 1997 1996 1997 1996
---------- ------- --------- --------
<S> <C> <C> <C> <C>
Produced Copper Sold, Pounds 265 195 771 548
Copper Production, Pounds 257 195 762 552
Copper Sales Volume, Pounds 306 216 853 650
Average Copper Realization, $/Pound $1.01 $ .93 $1.08 $1.06
Cost of Sales, $/Pound $ .77 $ .82 $ .79 $ .80
Net Cash Cost, $/Pound $ .63 $ .71 $ .63 $ .71
Full Cost, $/Pound $ .76 $ .81 $ .75 $ .80
Bagdad
------
Production - Pounds 61 60 183 168
Material Mined - Tons 19.5 18.3 57.6 50.8
Ore Mined - Tons 8.0 7.4 22.8 22.9
Ore Milled - Tons 7.8 7.7 22.8 23.2
Ore Grade - % .42 .41 .43 .39
Miami
-----
Production - Pounds 40 36 114 105
Material Mined - Tons 26.4 25.0 76.8 76.4
Ore Mined - Tons 7.8 8.2 23.5 23.1
Ore Grade - % .42 .53 .49 .53
Sierrita
--------
Production - Pounds 60 58 188 172
Material Mined - Tons 24.9 25.5 72.0 74.5
Ore Mined - Tons 10.1 9.9 31.1 29.6
Ore Milled - Tons 9.9 9.9 30.7 29.8
Ore Grade - % .30 .30 .30 .30
Cerro Verde
-----------
Production - Pounds 31 30 91 75
Material Mined - Tons 9.0 6.7 28.4 18.7
Ore Mined - Tons 2.4 2.1 6.9 5.3
Ore Grade - % .78 .84 .80 .96
El Abra
-------
Production - Pounds 58 - 160 -
Material Mined - Tons 8.0 - 22.5 -
Ore Mined - Tons 8.0 - 22.5 -
Ore Grade - % .98 - .96 -
</TABLE>
-10-
<PAGE>
Three Months Nine Months
Ended September 30, Ended September 30,
SELECTED OPERATING DATA (CONTINUED) ------------------- -------------------
(In millions except as noted) 1997 1996 1997 1996
-------- -------- -------- --------
Molybdenum Sales - Pounds 15 15 46 47
Molybdenum Production - Pounds 16 13 48 43
Average Realization - $/Pound 5.62 4.97 5.60 5.26
Henderson
---------
Production - Pounds 9.9 7.3 28.8 22.9
Material Mined - Tons 2.0 1.7 5.9 5.1
Ore Milled - Tons 2.0 1.7 5.9 5.1
Ore Grade - % .28 .24 .27 .25
During the quarter, Cyprus Amax sold 265 million pounds of produced copper,
which is 70 million pounds more than in the 1996 third quarter. Cost of sales
decreased 5 cents per pound to 77 cents per pound for the third quarter of 1997
compared to the 1996 period, reflecting the inclusion of lower cost South
American sales.
Third quarter net cash costs decreased 8 cents per pound from the 1996 third
quarter to 63 cents per pound, primarily reflecting lower costs contributed by
the South American operations and lower costs at the Arizona operations despite
lower molybdenum by-product credits.
Copper production totaled 257 million pounds for the quarter, 62 million pounds
more, or a 32 percent increase, than in 1996. This increase is attributable
to the results from El Abra and increased production from domestic operations
and Cerro Verde. Since late July, El Abra has been producing slightly above
design production capacity.
Primary molybdenum operations earned $17 million for the third quarter compared
with $12 million for the 1996 period. The 1997 third quarter realizations
averaged $5.62 per pound compared with $4.97 per pound during the 1996 quarter.
Production in the third quarter of 1997 increased to 16 million pounds from 13
million pounds, while sales of 15 million pounds were the same as the 1996 third
quarter.
For the first nine months, Copper/Molybdenum earnings were $263 million compared
with $188 million in 1996. The higher earnings primarily reflect 223 million
pounds higher copper sales, 2 cents higher copper realizations, 1 cent lower
copper cost of sales, and higher molybdenum results.
<TABLE>
<CAPTION>
COAL
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
SELECTED RESULTS (In millions) 1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue $ 353 $ 324 $1,090 $ 935
Segment Operating Income $ 26 $ 23 $ 84 $ 66
</TABLE>
Coal reported third quarter earnings of $26 million compared with 1996 third
quarter earnings of $23 million. The increase in earnings is primarily related
to improved performance at Emerald and Cumberland, coupled with the absence of
operating problems that occurred in the third quarter of 1996. Partially
offsetting was mining through a mid-panel fault at Twentymile, which reduced
saleable production and increased material and supply costs to control mining
conditions and maintain equipment.
-11-
<PAGE>
In September 1997, Cyprus Amax sold a 15 percent equity interest in Cyprus
Plateau Mining Corporation to Mitsubishi Corporation. Cyprus Plateau operates
the new Willow Creek and the existing Star Point mines in Utah. A $14 million
pre-tax gain was recorded in the third quarter of 1997. Additionally, Coal
recorded a favorable settlement of a royalty issue of $5 million pre-tax and a
$19 million pre-tax charge for the anticipated closure of the Maple Meadow mine
in the fourth quarter of 1997, which also affected the third quarter 1997
results.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
SELECTED OPERATING DATA 1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Sales Volume - Millions of Tons
- -------------------------------
Eastern Mines 7.9 7.0 21.6 21.2
Western Mines - Powder River Basin 10.5 9.2 31.0 26.4
Western Mines - Other 3.3 3.6 9.3 8.9
Springvale .4 .2 1.2 .6
-------- -------- -------- --------
Total Sales 22.1 20.0 63.1 57.1
-------- -------- -------- --------
Oakbridge Equity Share 1.5 1.6 4.3 4.8
Average Realization - $/Ton $14.82 $15.57 $14.49 $15.83
Domestic Average Contract Price - $/Ton $13.94 $14.98 $13.74 $15.21
Domestic Average Spot Price - $/Ton $17.42 $16.96 $17.08 $17.59
Australian Average Contract Price - $/Ton $23.25 $30.51 $25.20 $30.23
Australian Average Spot Price - $/Ton $18.92 $23.35 $21.29 $23.49
Average Cost of Sales - $/Ton $13.76 $14.79 $14.82 $14.97
Average Cash Cost - $/Ton $11.70 $11.99 $11.66 $12.53
Average Unit Costs - $/Ton $13.76 $14.56 $13.57 $14.62
Clean Production - Millions of Tons
- -----------------------------------
Pennsylvania 2.7 1.5 8.4 5.9
Kentucky 1.7 1.4 4.8 3.8
West Virginia 2.1 2.3 6.0 6.1
Midwest .8 1.5 3.1 5.2
Wyoming - Powder River 10.5 9.1 31.0 26.3
Colorado 2.5 3.2 8.1 6.2
Utah .6 .7 1.5 2.2
Springvale .5 .3 1.0 .6
-------- -------- -------- --------
Total Production 21.4 20.0 63.9 56.3
======== ======== ======== ========
Oakbridge Equity Share 1.6 1.6 3.9 4.4
</TABLE>
The 1997 third quarter average realization was $14.82 per ton and the average
cost of sales was $13.76 per ton, yielding a profit margin of $1.06 per ton and
cash margins of $3.12 per ton in the quarter. This compares with an average
realization of $15.57 per ton and an average cost of sales of $14.79 per ton for
the third quarter of 1996, which resulted in a profit margin of 78 cents per ton
and cash margins of $3.58 per ton. Average cost of sales decreased $1.03 per
ton primarily due to improved performance in Pennsylvania partially offset by
higher costs at Twentymile resulting from mining through a mid-panel fault.
Coal production of 23 million tons in the third quarter was 1 million tons
higher than in 1996, and sales of 24 million tons were 2 million tons higher
than the third quarter of 1996. During the third quarter of 1997, Coal's
productivity measured as raw tons per manhour improved 16 percent over the
comparable 1996 quarter.
-12-
<PAGE>
Cyprus Amax's equity share in Oakbridge's earnings, which is reported in Equity
Investments and Other, was a loss of $3 million for the third quarter of 1997
compared with earnings of $3 million in the comparable 1996 period mainly due to
lower coal realizations.
For the first nine months of 1997, Coal earned $84 million compared with $66
million in the first nine months of 1996. In addition to the above mentioned
factors, during the first quarter of 1997, Cyprus Amax recorded a net pre-tax
gain of $27 million for the restructuring and assignment of coal contracts at
Delta and Wabash less the associated reduction in asset basis and provision for
employee separation and mine closure costs, and provision of $10 million for
closure or disposal of the Star Point mine.
<TABLE>
<CAPTION>
OTHER MINERALS
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- ---------------------
SELECTED RESULTS (In millions) 1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Segment Operating Income (Loss) $ (2) $ (3) $ 12 $ 4
======== ======== ======== ========
Lithium $ 6 $ 8 $ 17 $ 24
Amax Gold 2 - 5 (3)
Businesses Sold/Non-Operating - (1) 16 (5)
Exploration Expense (10) (10) (26) (12)
-------- -------- -------- --------
Total $ (2) $ (3) $ 12 $ 4
SELECTED OPERATING DATA
Lithium
Sales Volumes - Millions of Lbs.
Carbonate Equiv. 10.8 11.4 34.5 33.9
Gold (100 percent basis)
Sales Volumes - Thousands of Ounces 224 57 519 181
Realized Gold Price - $/Ounce 355 412 368 412
</TABLE>
Other Minerals, which includes Lithium, Amax Gold, Exploration, and Businesses
Sold/Non-Operating, had a combined loss of $2 million compared to a $3 million
loss for the third quarter of 1996. Lithium earned $6 million, which was $2
million lower than the 1996 third quarter, due primarily to lower carbonate
prices. Amax Gold earned $2 million for the quarter compared with break-even
earnings for the third quarter of 1996. The improvement results from cash costs
dropping $56 per ounce, or 23 percent, to $190 per ounce reflecting the benefits
of new lower cost production, in particular at Fort Knox and Kubaka. Production
tripled to a record 218,000 ounces from the new production at Fort Knox, Kubaka
and Refugio mines, partially offset by $57 per ounce lower realizations.
Exploration expense of $10 million was comparable to the 1996 quarter.
The year-to-date earnings for Other Minerals was $12 million compared with
earnings of $4 million in the first nine months of 1996 primarily due to the $19
million gain from the sale of Kubaka and $8 million of improved performance at
Amax Gold due to higher sales volumes and lower costs. Partially offsetting were
$14 million higher net exploration expenses due to the absence of the sales of
Cerro Quema and certain other small properties, which occurred in 1996, and $7
million lower lithium earnings due to lower carbonate prices.
CORPORATE expenses for the third quarter of 1997 were $16 million or $1 million
higher than in 1996. For the first nine months of 1997 Corporate expenses were
$52 million, or $11 million higher than the same period
-13-
<PAGE>
in 1996 primarily due to a pre-tax cost of $7 million for the purchase of
approximately 70 percent of the Company's $300 million 9 7/8% notes.
INTEREST, EQUITY INVESTMENTS AND OTHER expense was $45 million for the 1997
third quarter compared with expense of $18 million for 1996. Net interest
expense of $43 million for the third quarter of 1997 was $23 million higher than
the 1996 period due to less interest being capitalized on development projects
that were completed in 1997. Year-to-date net interest expense of $118 million
in 1997 was $64 million higher than in 1996 primarily due to less capitalized
interest.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company's long-term debt as a percentage of total
capitalization is 48.6 percent, a ratio of current assets to current liabilities
of 1.4 to 1.0, and a cash balance of $247 million at September 30. At December
31, 1996, the comparable ratios were 52 percent and 1.4 to 1.0, respectively.
The Company's cash balance increased from $193 million at year-end to $247
million at September 30, primarily due to cash provided by operating activities
of $382 million and proceeds from sale of assets of $146 million reflecting the
settlement of coal contracts, partially reduced by capital expenditures of $278
million, net debt payments of $132 million and dividend payments of $69 million.
For the first nine months of 1997, capital expenditures, excluding capitalized
interest, were $278 million. Copper capital expenditures of $114 million
included $17 million for the El Abra project, $8 million at Sierrita for the new
crusher and conveyor system, $11 million at Henderson for initial expenditures
to replace ore trains with conveyors, and the remainder primarily for sustaining
and replacement capital. Coal capital expenditures of $91 million included $53
million for the development of the Willow Creek mine in Utah and the remainder
was primarily for sustaining and replacement capital. Other Minerals capital
expenditures included Amax Gold's expenditures of $25 million primarily for the
Fort Knox and Kubaka projects and $26 million for the development of the Kubaka
mine prior to the sale to Amax Gold. Total capital spending for 1997 is
projected to be less than $400 million, with approximately 39 percent, 39
percent, and 12 percent spent on copper, coal, and gold projects, respectively.
For the full year 1997 Cyprus Amax expects to spend approximately $130 million
for reclamation, remediation, and environmental compliance, and shutdown costs.
During 1997, Cyprus Amax expects to be able to provide sufficient funds for
general corporate purposes, capital expenditures, and further reductions of
debt.
Cyprus Amax paid regular quarterly dividends of 20 cents per common share and
$1.00 per preferred share during the quarter. At September 30, 1997, 93,479,033
shares of the Company's Common Stock were outstanding.
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
was issued in February 1997. SFAS No. 128 replaces the presentation of primary
EPS with a presentation of basic EPS. It requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. Basic EPS excludes dilution and is
computed by dividing income available to common stockholders by the weighted-
average number of common shares outstanding for the period. For the three and
nine months ended September 30, 1997, basic earnings per share would be the same
as primary earnings per share presented.
CAUTIONARY "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this report
are forward looking statements that involve risks and uncertainties that could
cause actual results to differ materially from projected results.
-14-
<PAGE>
Such forward looking statements include statements regarding projections of
mineral production, cash operating costs and certain significant expenses,
percentage increases and decreases in production from the Company's operations,
schedules for completion of feasibility studies and initial feasibility studies,
potential increases in reserves and production, the timing and scope of future
drilling and other exploration activities, expectations regarding receipt of
permits and commencement of mining or production, anticipated recovery rates and
potential acquisitions or increases in property interests. Factors that could
cause actual results to differ materially include changes in relevant mineral
prices, mineral supply contract renegotiations, the presence or absence of price
protection programs, unanticipated ore grade, geological, hydrological,
metallurgical, processing, access, transportation activities, results of pending
and future feasibility studies, changes in project parameters as plans continue
to be refined, political, economic and operational risks of foreign and domestic
operations, joint venture relationships, availability of materials and
equipment, the timing and receipt of governmental permits, changes in laws or
regulations or their interpretation and application, force majeure events, the
failure of plant, equipment or processes to operate in accordance with
specifications or expectations, accidents, adverse weather, labor relations,
delays in start-up dates, environmental costs and risks, the outcome of
acquisition negotiations and general domestic and international economic and
political conditions, as well as other factors described herein or in the
Company's filings with the U.S. Securities and Exchange Commission. Many of
these factors are beyond the Company's ability to predict or control. Readers
are cautioned not to put undue reliance on forward looking statements.
-15-
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
See Note 4 to Consolidated Financial Statements.
ITEM 2. CHANGES IN SECURITIES
- ------------------------------
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
Not applicable.
ITEM 5. OTHER INFORMATION
- --------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) The following Exhibits are being filed as part of this Quarterly Report
on Form 10-Q:
<TABLE>
<CAPTION>
Exhibit
Number Document
--------- ----------------------------------------------------
<S> <C>
(11) Statement re computation of per share earnings.
(15) Letter re unaudited interim financial information.
(27) Financial data schedule.
</TABLE>
(b) No Current Report on Form 8-K was filed during the quarter ended
September 30, 1997.
-16-
<PAGE>
SIGNATURE
---------
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.
CYPRUS AMAX MINERALS COMPANY
----------------------------
Registrant
Date: November 13, 1997 /s/ John Taraba
----------------- ------------------------------------
Vice President and
Controller
-17-
<PAGE>
EXHIBIT 11
To Cyprus Amax Minerals Company's
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 1997
-18-
<PAGE>
EXHIBIT 11
CYPRUS AMAX MINERALS COMPANY & SUBSIDIARIES
-------------
COMPUTATION OF PER SHARE EARNINGS
(IN MILLIONS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
-------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Income $ 44 $ 14 $ 167 $ 129
Preferred Stock Dividends (5) (5) (14) (14)
-------- -------- -------- --------
Income Applicable to Common Shares $ 39 $ 9 $ 153 $ 115
======== ======== ======== ========
Primary:
Average Common Shares Outstanding 93.4 93.2 93.4 93.2
Fully Diluted:
Average Common Shares Outstanding 93.4 93.2 93.4 93.2
Common Stock Equivalents - Options/(1)/ .1 .1 .1 .1
Conversion of Series A Preferred Stock 9.6 9.6 9.6 9.6
-------- -------- -------- --------
Fully Diluted Average Common
Shares Outstanding 103.1 102.9 103.1 102.9
======== ======== ======== ========
Primary Earnings per Common Share .42 .10 1.63 1.23
Fully Diluted Earnings per Share .43/(2)/ .13/(2)/ 1.61 1.25/(2)/
</TABLE>
/(1)/ Common stock equivalents are not included in primary earnings per share
because they are less than three percent dilutive.
/(2)/ Fully diluted earnings per share were anti-dilutive.
-19-
<PAGE>
EXHIBIT 15
TO CYPRUS AMAX MINERALS COMPANY'S
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
-20-
<PAGE>
EXHIBIT 15
November 13, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that Cyprus Amax Minerals Company has included our report dated
November 13, 1997 (issued pursuant to the provisions of Statement on Auditing
Standards Nos. 71), in the Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 on Form 10-Q for the quarter ended September 30,
1997, which is incorporated by reference in each of the following:
(a) Registration Statements on Form S-8 (Nos. 33-1600, 33-22939 and 33-53792)
with respect to Cyprus Amax Minerals Company Savings Plan and Trust.
(b) Registration Statements on Form S-8 (Nos. 33-1603, 33-21501 and 33-53794)
with respect to the Management Incentive Program of Cyprus Amax Minerals
Company and its participating subsidiaries.
(c) Registration Statement on Form S-8 (No. 33-52812) with respect to the
Stock Plan for Non-Employee Directors of Cyprus Amax Minerals Company.
(d) Registration Statement on Form S-8 (No. 33-51011) with respect to the 1988
Amended and Restated Stock Option Plan of Cyprus Amax Minerals Company.
(e) Registration Statement on Form S-8 (No. 33-61141) with respect to the
Cyprus Amax Minerals Company Thrift Plan for Bargaining Unit Employees.
(f) Prospectus constituting part of the Registration Statement on Form S-3
(No. 33-36413) with respect to the Cyprus Amax Minerals Company Savings
Plan and Trust.
(g) Prospectus constituting part of the Registration Statement on Form S-3
(No. 33-54097), as amended, with respect to Cyprus Amax Minerals Company
and Cyprus Amax Finance Corporation.
(h) Prospectus constituting part of the Registration Statement on Form S-3
(No. 33-54097) with respect to Cyprus Amax Minerals Company $250 million
7 3/8 percent Notes due May 15, 2007.
(i) Prospectus constituting part of the Registration Statement on Form S-3
(No. 33-62145) with respect to Cyprus Amax Minerals Company and Cyprus
Amax Finance Corporation $600 million Shelf Registration.
We are also aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
-21-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 247
<SECURITIES> 0
<RECEIVABLES> 74
<ALLOWANCES> 5
<INVENTORY> 532
<CURRENT-ASSETS> 1,151
<PP&E> 8,068
<DEPRECIATION> 3,013
<TOTAL-ASSETS> 6,709
<CURRENT-LIABILITIES> 824
<BONDS> 2,324
0
5
<COMMON> 1
<OTHER-SE> 2,451
<TOTAL-LIABILITY-AND-EQUITY> 6,709
<SALES> 2,382
<TOTAL-REVENUES> 2,589
<CGS> 2,156
<TOTAL-COSTS> 2,256
<OTHER-EXPENSES> 26
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 118<F1>
<INCOME-PRETAX> 183
<INCOME-TAX> 16
<INCOME-CONTINUING> 167
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 167
<EPS-PRIMARY> 1.63
<EPS-DILUTED> 1.61
<FN>
<F1>Net of interest income, $30 million, and capitalized interest, $9 million.
</FN>
</TABLE>
