<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 June 30, 1998 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 August 12, 1998, was
93,663,921 shares.
This report contains 25 pages.
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<PAGE>
PART 1. 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 Six Months
Ended June 30, Ended June 30,
------------------- -------------------------
1998 1997 1998 1997
------ ------ ------ --------
<S> <C> <C> <C> <C>
REVENUE $ 619 $ 842 $ 1,351 $ 1,729
------ ------ ------- --------
COSTS AND EXPENSES
Cost of Sales 456 549 990 1,089
Selling and Administrative Expenses 48 38 76 68
Depreciation, Depletion, and Amortization 97 116 205 214
Write-Downs and Special Charges 4 5 4 121
Exploration Expense 16 10 25 16
------ ------ ------- --------
TOTAL COSTS AND EXPENSES 621 718 1,300 1,508
------ ------ ------- --------
INCOME (LOSS) FROM OPERATIONS (2) 124 51 221
OTHER INCOME (EXPENSE)
Interest Income 4 12 7 20
Interest Expense (46) (53) (94) (104)
Capitalized Interest 1 2 3 8
Equity Investments and Other (2) (4) (2) (6)
------ ------ ------- --------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST (45) 81 (35) 139
Income Tax Benefit (Provision) 8 (17) 2 (17)
Minority Interest 1 2 1 1
------ ------ ------- --------
NET (LOSS) INCOME (36) 66 (32) 123
Preferred Stock Dividends (5) (5) (9) (9)
------ ------ ------- --------
INCOME (LOSS) APPLICABLE TO COMMON SHARES $ (41) $ 61 $ (41) $ 114
====== ====== ======= ========
EARNINGS (LOSS) PER COMMON SHARE
Basic and Diluted $ (.44)/1/ $ .65 $ (.44)/1/ $ 1.21
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 93.7 93.4 93.7 93.4
Diluted 103.3 103.1 103.3 103.1
</TABLE>
See accompanying notes to financial statements.
/1/"Diluted earnings (loss) per share 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) (Unaudited)
June 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 180 $ 250
Accounts and Notes Receivable, Net 171 201
Inventories 418 526
Prepaid Expenses 64 147
Deferred Income Taxes 14 8
---------- ---------
Total Current Assets 847 1,132
PROPERTIES - At Cost, Net 3,974 4,978
OTHER ASSETS 620 349
---------- ---------
Total Assets $ 5,441 6,459
========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-Term Debt $ 58 $ 55
Current Portion of Long-Term Debt 124 180
Accounts Payable 101 139
Accrued Payroll and Benefits 79 100
Accrued Royalties and Interest 47 50
Accrued Closure, Reclamation and Environmental 42 59
Other Accrued Liabilities 88 143
Taxes Payable, Other Than Income Taxes 61 67
Income Taxes Payable 10 23
Dividends Payable 5 19
---------- ---------
Total Current Liabilities 615 835
---------- ---------
NONCURRENT LIABILITIES AND DEFERRED CREDITS
Long-Term Debt 1,726 2,089
Capital Lease Obligations 65 113
Deferred Employee and Retiree Benefits 339 407
Deferred Closure, Reclamation, and Environmental 259 352
Deferred Income Taxes 62 57
Other 77 117
---------- ---------
Total Noncurrent Liabilities and Deferred Credits 2,528 3,135
---------- ---------
MINORITY INTEREST 34 159
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 1998 and 1997 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 96,031,029 in 1998 and 96,031,038 in 1997 1 1
Paid-in Surplus 2,943 2,947
Accumulated Deficit (568) (504)
Other (13) (8)
---------- ---------
2,368 2,441
Treasury Stock at Cost, 2,374,689 Shares in 1998
and 2,548,867 Shares in 1997 (54) (58)
Loan to Savings Plan (50) (53)
---------- ---------
Total Shareholders' Equity 2,264 2,330
---------- ---------
Total Liabilities and Shareholders' Equity $ 5,441 $ 6,459
========== =========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended June 30,
---------------
1998 1997
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (32) $ 123
Depreciation, Depletion, and Amortization 205 214
Write-Downs and Special Charges 4 121
Deferred Income Taxes - 3
Loss (Gain) on Sale of Assets 19 (156)
Changes in Assets and Liabilities Net of Effects
from Businesses Acquired/Sold (79) (60)
Other, Net 12 17
----- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 129 262
----- ------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (117) (223)
Capitalized Interest (3) (8)
Advances to and Investments in Affiliates (58) (3)
Collections on Notes Receivable 3 3
Proceeds from Sale of Assets 93 109
Cash Effect of Deconsolidating Amax Gold Inc. (17) -
----- -----
NET CASH USED FOR INVESTING ACTIVITIES (99) (122)
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES
Net Proceeds from Issuance of Long-Term Debt 3 190
Net Borrowings on Short-Term Debt 18 91
Payments on Short-Term Debt (15) (37)
Payments on Debt and Other Obligations (51) (207)
Payments on Capital lease Obligations (5) (6)
Proceeds from Issuance of Stock for Employee Benefits - 1
Dividends Paid (46) (46)
Dividends to Minority Interests (4) (4)
----- -----
NET CASH USED FOR FINANCING ACTIVITIES (100) (18)
----- -----
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (70) 122
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 250 193
----- -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 180 $ 315
===== =====
Non-Cash Investing Activity:
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
which 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, 1997.
NOTE 2. INVENTORIES
- --------------------
Inventories detailed by component are summarized below (in millions):
<TABLE>
<CAPTION>
(Unaudited)
June December 31,
1998 1997
----------- ------------
<S> <C> <C>
Component
In-Process Ores, Concentrates
and Other $ 215 $ 234
Finished Goods 126 178
Materials and Supplies 77 114
------- ------
$ 418 $ 526
======= ======
</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 June 30, 1998, the
net carrying value of financial instruments approximated a $1,454 million
liability, whereas the fair value approximated a $1,482 million liability. The
difference in fair value is primarily due to the volatility in the copper market
and a decrease in copper prices, which have increased the value of the copper
price protection programs, more than offset by lower interest rates as of June
30, 1998, compared with rates on the Company's debt.
NOTE 4. CONTINGENCIES
- ----------------------
Cyprus Tohono Mining Company 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, throughout 1997. Despite the fact that the
ongoing program, initiated in 1989, has resulted in continued improvement of
sub-surface water quality in the area, Cyprus Miami was informed that the State
of Arizona was contemplating enforcement action against Cyprus Miami and/or
other companies in connection with the Pinal Creek water quality issues under
federal and state environmental laws. On November 10, 1997, Cyprus Miami, as a
member of the Pinal Creek group, joined with the State of Arizona in seeking
approval of the District Court for entry of a Consent Decree to resolve
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<PAGE>
all matters related to the contemplated enforcement action. The Decree commits
Cyprus Amax and other Pinal Creek group members to complete the work outlined in
the remedial action plan submitted to the State in May 1997. The Final
Remediation Action Plan will be finalized through provisions of the Decree.
Approximately $38 million remained in the Pinal Creek remediation reserve at
June 30, 1998. 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 and, therefore, has not taken potential
recoveries into consideration in the recorded reserve.
At June 30, 1998, Cyprus Amax had accruals of approximately $301 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 $490 million. Additionally, the cost range of
reasonably possible outcomes for sites where remediation costs are estimable is
from $55 million to $270 million, of which approximately $85 million was
reserved at June 30, 1998. 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 June
30, 1998, 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 Six Months
Ended June 30, Ended June 30,
--------------- -----------------
1998 1997 1998 1997
--------------- -----------------
<S> <C> <C> <C> <C>
Segment Revenue
Copper/Molybdenum $ 355 $ 416 $ 690 $ 810
Coal 191 307 494 737
Other 73 119 167 182
----- ----- ------ ------
$ 619 $ 842 $1,351 $1,729
===== ===== ====== ======
Segment Operating Income (Loss)
Copper/Molybdenum $ 44 $ 97 $ 81 $ 184
Coal 2 33 32 58
Other (40) 16 (41) 14
----- ----- ------ ------
6 146 72 256
Corporate (8) (22) (21) (35)
Interest, Net (41) (39) (84) (76)
Equity Investments and Other (2) (4) (2) (6)
----- ----- ------ ------
Income (Loss) Before Income Taxes
and Minority Interest (45) 81 (35) 139
Income Tax Benefit (Provision) 8 (17) 2 (17)
Minority Interest 1 2 1 1
----- ----- ------ ------
Net Income (Loss) $ (36) $ 66 $ (32) $ 123
===== ===== ====== ======
</TABLE>
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<PAGE>
NOTE 6. DISPOSITIONS
- ---------------------
On June 1, 1998, Amax Gold completed its merger with Toronto-based Kinross Gold
Corporation. Cyprus Amax's 58.8% share of Amax Gold Common Stock was converted
into Kinross shares at the rate of 0.8 of a share of Kinross Common Stock for
each share of Amax Gold. Cyprus Amax also purchased about $135 million of
Kinross Common Stock for cash and indebtedness of Amax Gold. Cyprus Amax owns
approximately 31 percent of the new Kinross and received warrants to buy an
additional 10 million shares of Kinross. Beginning June 1, 1998, Cyprus Amax
reported its investment in Kinross on an equity basis.
On June 29, 1998, Cyprus Amax completed the sale of 11 of its Appalachian and
Midwest coal properties to Coal Ventures, Inc. of Ashland, Kentucky. The total
value received by Cyprus Amax in the transaction was approximately $300 million,
which consisted of $93 million in cash, $140 million in assumption of long-term
liabilities, and tax benefits, future royalty, and equipment payments. Cyprus
Amax recorded a second quarter after-tax charge of $12 million on the sale.
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<PAGE>
REVIEW BY INDEPENDENT ACCOUNTANTS
- ---------------------------------
The financial information as of June 30, 1998, and for the three-month and six-
month periods ended June 30, 1998 and 1997, included in Part I pursuant to Rule
10-01 of Regulation S-X has been reviewed by PricewaterhouseCoopers LLP, the
Company's independent accountants, in accordance with standards established by
the American Institute of Certified Public Accountants. PricewaterhouseCoopers
LLP's report is included as page 9 of this quarterly report.
PricewaterhouseCoopers 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.
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<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 June 30, 1998, and the related
consolidated statements of operations and of cash flows for the three-month and
six-month periods ended June 30, 1998 and 1997. 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, 1997, 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 11, 1998, 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, 1997, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
August 13, 1998
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
- -------------------------------------------------------------------------
FINANCIAL CONDITION
- -------------------
Actual results may vary materially from any forward looking statements the
company makes. All of the information set forth in this Form 10-Q and the 1997
Form 10-K, including without limitation the Cautionary Statement and Risk
Factors described, should be considered and evaluated.
RESULTS OF OPERATIONS
- ---------------------
CYPRUS AMAX MINERALS COMPANY reported a consolidated net loss of $36 million, or
44 cents loss per share, on revenue of $619 million for the second quarter of
1998, compared with 1997 earnings of $66 million, or 65 cents per share, on
revenue of $842 million. The 1998 amounts included an after-tax charge of $12
million, or 13 cents per share, on the sale of certain Appalachian and Midwest
coal properties, and an after-tax charge of $26 million, or 27 cents per share,
for settlements of long-standing legal actions primarily associated with the oil
and gas properties acquired in the Amax merger and subsequently sold in 1994.
The 1997 amounts included an after-tax gain of $19 million, or 19 cents per
share, on the sale of the Kubaka mine to Amax Gold Inc., and an after-tax charge
of $5 million, or 5 cents per share, for the costs of a debt tender. Lower
second quarter 1998 results largely were attributable to the above-mentioned
special charges, and lower copper realizations, partially offset by lower copper
cost of sales.
<TABLE>
<CAPTION>
SELECTED RESULTS Three Months Six Months
(In millions except per share data) Ended June 30, Ended June 30,
-------------- ---------------
1998 1997 1998 1997
------ ------ ------- -------
<S> <C> <C> <C> <C>
Revenue $ 619 $ 842 $ 1,351 $ 1,729
Net Income (Loss) $ (36) $ 66 $ (32) $ 123
Basic and Diluted Earnings Per Share $(.44) $ .65 $ (.44) $ 1.21
</TABLE>
The 1998 second quarter revenue of $619 million was $223 million lower than the
comparable 1997 quarter due to lower metals realizations and the impact from the
coal properties sold.
For the first six months, Cyprus Amax reported a loss of $32 million, or 44
cents loss per share, compared with 1997 earnings for the period of $123
million, or $1.21 per share.
DISPOSITIONS
On June 1, 1998, Amax Gold completed its merger with Toronto-based Kinross Gold
Corporation. Cyprus Amax's 58.8% share of Amax Gold Common Stock was converted
into Kinross shares at the rate of 0.8 of a share of Kinross Common Stock for
each share of Amax Gold. Cyprus Amax also purchased about $135 million of
Kinross Common Stock for cash and indebtedness of Amax Gold. Cyprus Amax owns
approximately 31 percent of the new Kinross and received warrants to buy an
additional 10 million shares of Kinross. Beginning June 1, 1998, Cyprus Amax
reports its investment in Kinross on an equity basis.
On June 29, 1998, Cyprus Amax completed the sale of 11 of its Appalachian and
Midwest coal properties to Coal Ventures, Inc. of Ashland, Kentucky. The total
value received by Cyprus Amax in the transaction was approximately $300 million,
which consisted of $93 million in cash, $140 million in assumption of long-term
liabilities, and tax benefits, future royalty and equipment payments. Cyprus
Amax recorded a second quarter after-tax charge of $12 million on the sale. The
sale involved operating properties in Kentucky, West Virginia, Indiana, and
Tennessee, which produced about 16 million tons of Cyprus Amax's total coal
production of 88
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<PAGE>
million tons in 1997 and employed about 1,300 people. As a result of the sale,
Cyprus Amax Coal reserves declined to 1.9 billion tons and coal revenue is
expected to decline to about $920 million in 1998.
SEGMENT RESULTS
Segment income is earnings before corporate overhead, interest, equity
investments and other, income taxes, and minority interest.
COPPER/MOLYBDENUM
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
SELECTED RESULTS (In millions) 1998 1997 1998 1997
----- ----- ----- -----
Revenue $ 355 $ 416 $ 690 $ 810
Segment Operating Income $ 44 $ 97 $ 81 $ 184
COPPER/MOLYBDENUM earned $44 million during the second quarter of 1998 compared
with earnings of $97 million in the 1997 period. Earnings decreased primarily
due to 25 cents per pound lower copper realizations, partially offset by five
cents per pound lower copper cost of sales. Additionally, earnings in the second
quarter of 1998 included final costs of $6 million arising out of litigation.
Second quarter copper realizations averaged 87 cents per pound, 25 cents lower
than the 1997 quarter. As of June 30, 1998, Cyprus Amax has price protection
programs in place that will ensure a minimum average realization on an LME basis
of 88 cents per pound on 94 million pounds for the third quarter of 1998, and 85
cents per pound on 24 million pounds for the fourth quarter of 1998. Cyprus Amax
had previously sold 28 million pounds of second quarter 1998 copper price
protection contracts. This sale, along with the copper price protection program,
favorably impacted second quarter 1998 operating earnings by $19 million.
Three Months Six Months
SELECTED OPERATING DATA Ended June 30, Ended June 30,
--------------- ---------------
(In millions except as noted) 1998 1997 1998 1997
------ ------ ------ ------
Copper Sales Volume, Pounds 295 281 568 547
Produced Copper Sold, Pounds 251 255 494 506
Copper Production, Pounds 234 265 467 506
Average Copper Realization, $/Pound $ .87 $ 1.12 $ .87 $ 1.11
Cost of Sales, $/Pound $ .73 $ .78 $ .74 $ .80
Net Cash Cost, $/Pound $ .57 $ .62 $ .57 $ .63
Full Cost, $/Pound $ .72 $ .74 $ .72 $ .75
Bagdad
- ------
Production - Pounds 54 64 106 123
Material Mined - Tons 15.6 19.4 31.4 38.1
Ore Mined - Tons 7.7 7.8 14.6 14.8
Ore Milled - Tons 7.4 7.7 14.8 15.0
Ore Grade - % .38 .44 .37 .44
Miami
- -----
Production - Pounds 41 39 81 73
Material Mined - Tons 25.7 25.7 49.2 50.4
Ore Mined - Tons 8.0 7.6 16.8 15.7
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<PAGE>
Ore Grade - % .35 .52 .32 .52
Sierrita
- --------
Production - Pounds 54 68 109 128
Material Mined - Tons 23.3 24.0 46.9 47.1
Ore Mined - Tons 9.9 10.6 19.4 21.0
Ore Milled - Tons 10.2 10.3 19.9 20.9
Ore Grade - % .25 .31 .26 .29
Cerro Verde
- -----------
Production - Pounds 32 30 63 60
Material Mined - Tons 8.8 10.2 16.7 19.4
Ore Mined - Tons 2.5 2.5 4.8 4.5
Ore Grade - % .78 .77 .80 .81
El Abra
- -------
Production - Pounds (51%) 51 53 104 102
Material Mined - Tons (100%) 9.8 6.4 19.2 14.6
Ore Mined - Tons (100%) 9.1 6.4 18.0 14.6
Ore Grade - % .79 .94 .79 .95
Molybdenum Sales - Pounds 16 15 32 31
Produced Molybdenum Sold - Pounds 16 15 32 31
Molybdenum Production - Pounds 16 16 31 32
Average Realization - $/Pound $ 5.31 $ 5.59 $ 5.20 $ 5.58
Henderson
- ---------
Production - Pounds 8.0 9.4 16.4 18.9
Material Mined - Tons 1.7 2.0 3.5 3.9
Ore Milled - Tons 1.7 2.0 3.5 3.9
Ore Grade - % .26 .26 .25 .26
During the quarter, Cyprus Amax sold 251 million pounds of produced copper, 4
million pounds lower than in the 1997 second quarter. Cost of sales decreased
five cents per pound from the 1997 period to 73 cents per pound for the second
quarter of 1998. This decrease reflects lower worldwide costs from all
operations.
Second quarter net cash costs decreased five cents per pound from the 1997
second quarter to 57 cents per pound primarily reflecting lower costs from all
operations.
Copper production totaled 234 million pounds for the quarter, 31 million pounds
lower than in the 1997 period. The decrease is in accordance with a plan to
reduce higher cost domestic sulfide ore production until copper prices improve.
Primary molybdenum operations earned $16 million for the second quarter compared
with $17 million for the 1997 period. The 1998 second quarter realizations
averaged $5.31 per pound compared with $5.59 per pound during the 1997 quarter.
Production of 16 million pounds was comparable to 1997, and sales increased 1
million pounds to 16 million pounds for the second quarter of 1998.
For the first six months, Copper/Molybdenum earnings were $81 million compared
with $184 million in 1997. The lower earnings primarily reflect 24 cents per
pound lower copper realizations partially offset by 6 cents per pound lower
copper cost of sales.
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<PAGE>
COAL
Three Months Six Months
Ended June 30, Ended June 30,
--------------- ---------------
SELECTED RESULTS (In millions) 1998 1997 1998 1997
------ ------ ------ ------
Revenue $ 191 $ 307 $ 494 $ 737
Segment Operating Income $ 2 $ 33 $ 32 $ 58
COAL reported second quarter earnings of $2 million compared with 1997 second
quarter earnings of $33 million. During the second quarter of 1998, Coal
reported a pre-tax charge of $16 million on the sale of certain Appalachian and
Midwest coal properties. The remaining decrease in earnings primarily related to
lower production resulting from longwall moves at Emerald, Cumberland, and
Twentymile, lower realization at Twentymile due to the renewal of a contract at
a lower price, and the absence of operating earnings from the sold properties in
the second quarter of 1998.
Three Months Six Months
Ended June 30, Ended June 30,
--------------- ---------------
SELECTED OPERATING DATA 1998 1997 1998 1997
------ ------ ------ ------
Sales Volume - Millions of Tons
- -------------------------------
Eastern Mines 3.5 7.0 10.8 13.7
Western Mines - Powder River Basin 11.1 10.5 20.9 20.5
Western Mines - Other 2.9 2.9 6.0 6.0
Springvale .3 .4 .6 .8
------ ------ ------ ------
Total Sales 17.8 20.8 38.3 41.0
====== ====== ====== ======
Oakbridge Equity Share 1.4 1.5 2.8 2.8
Average Realization - $/Ton $11.35 $14.54 $12.92 $ 14.32
Domestic Average Contract Price - $/Ton $10.59 $13.84 $12.29 $ 13.64
Domestic Average Spot Price - $/Ton $19.55 $16.98 $17.52 $ 16.78
Australian Contract Price - $/Ton $22.88 $25.89 $21.78 $ 26.19
Australian Spot Price - $/Ton $18.85 $23.39 $18.37 $ 22.58
Average Cost of Sales - $/Ton $10.58 $12.84 $11.90 $ 13.46
Average Cash Cost - $/Ton $ 8.75 $11.12 $10.24 $ 11.74
Average Unit Costs - $/Ton $10.56 $13.16 $11.96 $ 13.64
Clean Production - Millions of Tons
- -----------------------------------
Pennsylvania 2.6 3.3 5.9 5.7
Kentucky - 1.4 2.0 3.1
West Virginia - 2.0 1.5 3.9
Midwest .4 .9 1.3 2.3
Wyoming - Powder River 10.7 10.4 20.4 20.5
Colorado 2.1 3.5 5.1 5.6
Utah .4 .4 .8 .9
Springvale .4 .4 .6 .5
------ ------ ------ ------
Total Production 16.6 22.3 37.6 42.5
====== ====== ====== ======
Oakbridge Equity Share 1.4 1.4 2.9 2.3
-13-
<PAGE>
The 1998 second quarter statistics for average realization, cost of sales, cash
cost and unit costs decreased 18 to 22 percent per ton due to the properties
sold. Following are the above statistics restated for all periods presented to
exclude the sold properties.
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1998 1997 1998 1997
------ ------ ------ ------
Average Realization - $/Ton $11.35 $12.42 $11.60 $12.17
Average Cost of Sales - $/Ton $10.58 $10.67 $10.63 $11.38
Average Cash Cost - $/Ton $ 8.75 $ 9.05 $ 8.89 $ 9.62
Average Unit Costs - $/Ton $10.56 $11.05 $10.69 $11.56
Coal production of 18 million tons in the second quarter was 6 million tons
lower than in 1997, and sales of 19 million tons were 3 million tons lower than
in the second quarter of 1997.
Longwall start-up at the Willow Creek mine in Utah commenced in mid-July 1998.
The geologic conditions that delayed the start-up appear to be much less severe
in the second panel and non-existent in the third panel and beyond, based on
extensive drilling.
Cyprus Amax's equity share in Oakbridge, which is reported in Interest, Equity
Investments and Other, was a loss of $2 million for the second quarter of 1998
compared with a loss of $4 million in the comparable 1997 period.
For the first six months, Coal earned $32 million compared with $58 million for
the first half of 1997.
OTHER MINERALS
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
SELECTED RESULTS (In millions) 1998 1997 1998 1997
------ ------ ------ ------
Segment Operating Income $ (40) $ 16 $ (41) $ 14
====== ===== ====== =====
Lithium $ 4 $ 6 $ 8 $ 11
Amax Gold 2 2 10 3
Businesses Sold/Non-Operating (29) (1) (30) (3)
Exploration Expense (16) (10) (25) (16)
Other/Kubaka Gain (1) 19 (4) 19
------ ----- ------ -----
Total $ (40) $ 16 $ (41) $ 14
====== ===== ====== =====
SELECTED OPERATING DATA (In millions)
Lithium
Sales Volumes - Millions of Lbs.
Carbonate Equiv. 10.8 12.9 21.8 23.7
Gold (100 percent basis)(1)
Sales Volumes - Thousands of Ounces 161 196 346 295
/(1)/Data through May 31, 1998.
-14-
<PAGE>
OTHER MINERALS, which includes Lithium, Amax Gold, Exploration, and Businesses
Sold/Non-Operating and other, had a combined loss of $40 million compared with
$16 million of earnings for the second quarter of 1997. Lithium earned $4
million, which was $2 million lower than the 1997 second quarter, due primarily
to lower carbonate prices and lower sales volumes. Amax Gold earned $2 million
for the second quarter, which was comparable to 1997. Amax Gold's earnings
reflected two months of results as its merger with Kinross Gold Corporation was
completed on June 1, 1998. After this date, Cyprus Amax's investment in Kinross
Gold earnings will be reflected in Equity Investments and Other. Businesses
Sold/Non-Operating loss increased $28 million to $29 million primarily due to
the settlement of litigation associated with the oil and gas properties acquired
with the Amax merger and subsequently sold in 1994. During the second quarter of
1997, Cyprus Amax sold Kubaka to Amax Gold and recorded a gain of $19 million,
reflecting the minority interest's share. Exploration expense of $16 million was
$6 million higher than last year due to the expenses associated with Cyprus
Amax's Kansanshi copper predevelopment project in Africa and Frieda River copper
and gold exploration project in Papua New Guinea. More than half of the
quarter's exploration expense relate to those projects.
The year-to-date earnings for Other Minerals declined to a $41 million loss
compared to earnings of $14 million in the first six months of 1997 primarily
due to Amax Gold monetizing a portion of its foreign tax net operating losses
resulting in a gain of $7 million, the above-mentioned oil and gas litigation
settlement, exploration expenses associated with the Kansanshi and Frieda River
projects, and the absence of the Kubaka gain of $19 million.
CORPORATE expenses for the second quarter were $8 million, or $14 million lower,
and for the first half of 1998 were $21 million, or $14 million lower than the
same periods in 1997 primarily due to the absence of a pre-tax cost of $7
million for the debt tender in 1997, and further cost reductions.
INTEREST, EQUITY INVESTMENTS AND OTHER expense was $43 million for the 1998
second quarter, which was comparable to 1997. Net interest expense of $41
million for the second quarter of 1998 was $2 million higher than the 1997
period. Interest expense decreased by $7 million, however interest income
decreased by $8 million from the 1997 second quarter. Year-to-date interest,
equity and other expense of $86 million was $4 million higher than in 1997
primarily due to the above-mentioned factors.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1998, the Company had a ratio of long-term debt to total
capitalization of 44.2 percent, a ratio of current assets to current liabilities
of 1.4 to 1.0, and a cash balance of $180 million at June 30. At December 31,
1997, the comparable ratios were 48.6 percent and 1.4 to 1.0, respectively. The
Company's cash balance decreased from $250 million to $180 million at June 30
due primarily to capital expenditures of $117 million, advances to and
investments in affiliates of $58 million, net debt repayments of $50 million,
dividend payments of $46 million, partially offset by cash provided by
operations of $129 million and proceeds from the sale of assets of $93 million.
For the first six months of 1998, capital expenditures, excluding capitalized
interest, were $117 million. Copper/Moly capital expenditures of $52 million
included $21 million for the Henderson 2000 project and the remainder primarily
for sustaining and replacement capital. Coal capital expenditures of $55
million included $35 million for the development of the Willow Creek mine in
Utah and the remainder primarily for sustaining and replacement capital. Other
Minerals capital expenditures included expenditures of $6 million primarily for
the Refugio and Fort Knox mines. Total capital spending for 1998 is projected
to be less than $250 million, with over 59 percent and 35 percent spent on
copper/moly and coal projects, respectively.
-15-
<PAGE>
For the full year 1998, Cyprus Amax expects to spend approximately $105 million
for reclamation, remediation, and environmental compliance.
During 1998, Cyprus Amax expects to be able to generate sufficient funds for
general corporate purposes, capital expenditures, and acquisitions through
internally generated funds, sales of selected assets, and existing or new
borrowings.
Cyprus Amax paid regular dividends of 20 cents per share on its common stock and
$1.00 per preferred share during the quarter. At June 30, 1998, 93,656,340
shares of the Company's Common Stock were outstanding.
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities", was issued in June 1998. SFAS
133 requires companies to report the fair-market value of derivatives on the
balance sheet and record in income and other comprehensive income, as
appropriate, any changes in the fair value of the derivative. This statement is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
The Company is currently evaluating the impact of the statement.
-16-
<PAGE>
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. Such forward-
looking statements include statements regarding projections of mineral
production levels, such as cash operating costs, capital expenditure levels,
certain significant cost and expenses, price protection programs, 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, operating and development project risks, changes
in project parameters as plans continue to be refined, political, economic and
operational risks of foreign and domestic operations, joint venture
relationships, competitive conditions, 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.
-17-
<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
- --------------------------
Shareholder Proposal Date
- -------------------------
Shareholders may submit proposals on matters appropriate for shareholder action
consistent with applicable law and the Company's By-Laws.
For the 1999 Annual Meeting of Shareholders, shareholders must submit written
notice to the Secretary of Cyprus Amax of a director nomination on or before
February 5, 1999 and written notice to the Secretary of Cyprus Amax of any other
proposal on or before March 29, 1999 in order to be considered at the meeting.
In addition, in order to have a shareholder proposal included in the proxy
statement and form of proxy for the 1999 Annual Meeting of Shareholders, a
shareholder must submit the proposal to the Secretary of Cyprus Amax on or
before November 20, 1998.
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>
Page in
Sequential
Exhibit Numbering
Number Document System
------- -------- ----------
<C> <S> <C>
(11) Statement re computation of per share earnings.
(15) Letter re unaudited interim financial information.
(27) Financial data schedule.
</TABLE>
(b) A Form 8-K was filed during the quarter ended June 30, 1998 in
regards to the Amax Gold Inc. and Kinross Gold Corporation merger.
-18-
<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: August 13, 1998 /s/ John Taraba
--------------- ------------------------------------
Vice President and
Controller
-19-
<PAGE>
EXHIBIT 11
CYPRUS AMAX MINERALS COMPANY & SUBSIDIARIES
-------------
COMPUTATION OF PER SHARE EARNINGS
(IN MILLIONS EXCEPT PER SHARE DATA)
Three Months Six Months
Ended June 30, Ended June 30,
--------------- ---------------
1998 1997 1998 1997
------ ------ ------ ------
Net Income (Loss) $ (36) $ 66 $ (32) $ 123
Preferred Stock Dividends (5) (5) (9) (9)
------ ------ ------ ------
Income (Loss) Applicable to Common Shares $ (41) $ 61 $ (41) $ 114
====== ====== ====== ======
Basic:
Average Common Shares Outstanding 93.7 93.4 93.7 93.4
====== ====== ====== ======
Diluted:
Average Common Shares Outstanding 93.7 93.4 93.7 93.4
Common Stock Equivalents - Options - .1 - .1
Conversion of Series A Preferred Stock 9.6 9.6 9.6 9.6
------ ------ ------ ------
Diluted Average Common
Shares Outstanding 103.3 103.1 103.3 103.1
====== ====== ====== ======
Basic Earnings per Common Share $ (.44) $ .65 $ (.44) $ 1.21
Diluted Earnings per Share $ (.35) $ .64 $ (.31) $ 1.19
<PAGE>
EXHIBIT 15
August 13, 1998
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
August 13, 1998 (issued pursuant to the provisions of Statement on Auditing
Standards No. 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 June 30,
1998, 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( 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/ PricewaterhouseCoopers LLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 180
<SECURITIES> 0
<RECEIVABLES> 28
<ALLOWANCES> 28
<INVENTORY> 418
<CURRENT-ASSETS> 847
<PP&E> 6,611
<DEPRECIATION> 2,637
<TOTAL-ASSETS> 5,441
<CURRENT-LIABILITIES> 615
<BONDS> 1,791
1
0
<COMMON> 5
<OTHER-SE> 2,258
<TOTAL-LIABILITY-AND-EQUITY> 5,441
<SALES> 1,339
<TOTAL-REVENUES> 1,351
<CGS> 1,199
<TOTAL-COSTS> 1,275
<OTHER-EXPENSES> 25
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 84<F1>
<INCOME-PRETAX> (34)
<INCOME-TAX> (2)
<INCOME-CONTINUING> (32)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32)
<EPS-PRIMARY> (.44)
<EPS-DILUTED> (.31)
<FN>
<F1>Net of interest income, $7 million, and capitalized interest, $3 million.
</FN>
</TABLE>
