<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
/ / 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 1-9666
BATTLE MOUNTAIN GOLD COMPANY
(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 76-0151431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Clay Street, 42nd Floor, Houston, Texas 77002
(Address of principal executive offices, including Zip Code)
(713) 650-6400
(Registrant's telephone number, including area code)
NONE
(Former name, former 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 the latest
practicable date, July 31, 1999: 130,216,963. In addition, as of such date,
there were outstanding 99,648,861 Exchangeable Shares of Battle Mountain
Canada Ltd. which are exchangeable at any time into Common Stock on a
one-for-one basis, entitle their holders to dividend and other rights
economically equivalent to those of the Common Stock, and through a voting
trust, vote at meetings of stockholders of the Registrant.
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<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
Part I. Financial Information (Unaudited)
Condensed Consolidated Statement of Operations
for the three and six months ended June 30, 1999 and 1998 1
Condensed Consolidated Balance Sheet
at June 30, 1999 and December 31, 1998 2
Condensed Consolidated Statement of Cash Flows
for the six months ended June 30, 1999 and 1998 3
Notes to Condensed Consolidated Financial Statements 4
Supplemental Information - Operating Data 7
Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Quantitative and Qualitative Disclosures About Market Risk 13
Part II. Other Information 14
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BATTLE MOUNTAIN GOLD COMPANY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------- -------
MILLIONS, EXCEPT PER SHARE AMOUNTS 1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Sales $ 53.4 $ 68.3 $ 107.2 $ 147.2
-------- -------- -------- --------
Costs and expenses
Production costs 36.3 39.7 72.9 83.4
Depreciation, depletion and amortization 15.8 19.6 30.2 42.5
Exploration, evaluation & other lease costs, net 5.3 7.5 9.2 12.8
General and administrative expenses 3.7 3.7 7.0 7.4
Asset write-downs (Note 2) 9.5 - 19.9 -
-------- -------- -------- --------
Total costs and expenses 70.6 70.5 139.2 146.1
-------- -------- -------- --------
Operating income (loss) (17.2) (2.2) (32.0) 1.1
Interest expense (3.8) (4.6) (7.5) (9.4)
Interest income 1.4 3.4 2.4 6.0
Foreign currency exchange gain (loss), net 3.7 (5.9) 6.8 (5.4)
Minority interest in net loss (income) 0.4 (1.0) 0.6 (1.3)
Equity in losses of Lihir - (1.3) - (2.7)
Other income, net 0.1 0.3 0.5 0.4
-------- -------- -------- --------
Loss before income taxes (15.4) (11.3) (29.2) (11.3)
Income tax benefit 0.1 3.4 2.2 3.6
Mining tax expense (0.1) (1.4) (0.3) (3.2)
-------- -------- -------- --------
Net loss (15.4) (9.3) (27.3) (10.9)
Preferred dividends 1.8 1.8 3.7 3.7
-------- -------- -------- --------
Net loss to common shares $ (17.2) $ (11.1) $ (31.0) $ (14.6)
======== ======== ======== ========
Loss per common share
Basic and diluted (Note 3) $ (.07) $ (.05) $ (.13) $ (.06)
======== ======== ======== ========
Dividends per common share $ - $ - $ - $ .025
======== ======== ======== ========
Average common shares outstanding for
loss per share purposes - basic and diluted 229.8 229.8 229.9 229.8
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
BATTLE MOUNTAIN GOLD COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
June 30, December 31,
1999 1998
---------- ------------
MILLIONS (Unaudited)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 75.6 $147.6
Restricted cash 7.1 7.7
Accounts and notes receivable 11.7 13.8
Product inventories 8.5 8.9
Materials and supplies, at average cost 25.8 23.4
Assets held for sale (Note 2) 88.4 108.3
Other current assets 4.2 2.7
------ ------
Total current assets 221.3 312.4
Investments 20.7 19.4
Property, plant and equipment, net 342.3 341.9
Other assets 17.0 20.4
------ ------
Total assets $601.3 $694.1
====== ======
Liabilities and Shareholders' Equity
Current liabilities
Short-term borrowings $ - $ 14.9
Current maturities of long-term debt (Note 5) 30.0 37.0
Accounts payable 18.8 14.3
Income and mining taxes payable 13.9 23.9
Other current liabilities 9.9 12.9
------ ------
Total current liabilities 72.6 103.0
Long-term debt (Note 5) 186.2 203.6
Deferred income and mining taxes 69.3 72.0
Other liabilities 51.3 50.1
------ ------
Total liabilities 379.4 428.7
Minority interest 7.0 17.7
Commitments and contingencies (Notes 5, 7, 9 and 10) - -
Shareholders' equity (Note 4) 214.9 247.7
------ ------
Total liabilities and shareholders' equity $601.3 $694.1
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30
MILLIONS 1999 1998
-------- ------ ------
<S> <C> <C>
Cash flows from operating activities
Net loss $(27.3) $(10.9)
Adjustments to reconcile net loss to cash flows
from operating activities:
Depreciation, depletion and amortization 30.2 42.5
Deferred income taxes (5.4) (10.5)
Foreign currency exchange loss (gain), net (6.8) 5.4
Asset write-downs (Note 2) 19.9 -
Equity in losses of Lihir - 2.7
Change in working capital accounts, net (5.7) 6.4
Other, net (2.3) 5.3
------ ------
Net cash flows provided by operating activities 2.6 40.9
------ ------
Cash flows from investing activities
Capital expenditures (22.9) (28.3)
Crown Butte liquidating dividend to
minority shareholders (11.0) -
Investment in Lihir Gold Limited - (11.5)
Other, net (0.2) 1.9
------ ------
Net cash flows used in investing activities (34.1) (37.9)
------ ------
Cash flows from financing activities
Debt repayments (24.4) (24.2)
Decrease in short-term borrowings (14.9) (4.4)
Cash dividend payments (3.7) (9.5)
Decrease (increase) in restricted cash 0.6 (4.3)
Other, net 0.3 0.2
------ ------
Net cash flows used in financing activities (42.1) (42.2)
------ ------
Effect of exchange rate changes on cash and
cash equivalents 1.6 0.4
------ ------
Net decrease in cash and cash equivalents (72.0) (38.8)
Cash and cash equivalents at beginning of period 147.6 185.0
------ ------
Cash and cash equivalents at end of period $ 75.6 $146.2
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. General Information
The unaudited condensed consolidated financial statements included herein
have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission and include all normal recurring adjustments which
are, in the opinion of the management of Battle Mountain Gold Company
("BMG"), necessary for a fair presentation. Certain information and footnote
disclosures required by generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These financial
statements include the accounts of BMG and its wholly-owned and
majority-owned subsidiaries ("the Company") and should be read in conjunction
with the consolidated financial statements which are included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
Certain amounts for prior periods may have been reclassified in order to
conform to the current reporting presentation.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard was amended by SFAS No.
137, which deferred the effective date of implementation to the first quarter
of fiscal years beginning after June 15, 2000. SFAS No. 133 requires
companies to record derivative financial instruments on the balance sheet as
assets or liabilities, as appropriate, at fair value. Gains or losses
resulting from changes in the fair values of those derivatives are accounted
for depending on the use of the derivative and whether it qualifies for hedge
accounting. Based on the current level of its hedging activities, the Company
believes that the implementation of this standard will not have a material
adverse effect on the Company's consolidated results of operations, financial
position or liquidity.
Note 2. Asset Write-Downs
In the first and second quarters of 1999, the Company recorded $10.4 million
and $9.5 million, respectively, of write-downs of its investment in Niugini
Mining Limited ("NML"), an asset held for sale. Decreases in the market value
of the Lihir Gold Limited ("Lihir") stock held by NML necessitated the
write-downs.
Note 3. Loss per Common Share
The computations of the Company's basic and diluted loss per share amounts
were the same for the respective periods presented on the condensed
consolidated statement of operations. Securities that could potentially
dilute basic loss per share amounts in each of those periods that were not
included in the calculations because they were anti-dilutive were the
Company's outstanding common stock options, convertible debentures and
convertible preferred stock.
Note 4. Comprehensive Loss
The Company's comprehensive loss follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ -------------------
MILLIONS 1999 1998 1999 1998
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Net loss $ (15.4) $ (9.3) $ (27.3) $ (10.9)
Foreign currency translation adjustments (0.1) 0.4 (2.0) 0.2
------- ------- ------- -------
Comprehensive loss $ (15.5) $ (8.9) $ (29.3) $ (10.7)
======= ====== ======= =======
</TABLE>
4
<PAGE>
Note 5. Debt
The Company's outstanding loan agreement with Canadian Imperial Bank of
Commerce, as amended (the "Loan Agreement") has been amended. Also, certain
provisions have been waived until July 31, 2000. This amendment to the Loan
Agreement requires, by no later than August 31, 1999, completion of
definitive documentation restructuring the Loan Agreement or a reduction in
the amount owed to Canadian Imperial Bank of Commerce. The Company expects
that definitive documentation will be completed by that date or that an
extension of the date will be granted.
Note 6. Geographic and Segment Information
Financial information by segment for the applicable periods presented in the
condensed consolidated financial statements follows:
<TABLE>
<CAPTION>
GOLDEN KORI BATTLE VERA/ CROWN CORP &
MILLIONS TOTAL GIANT KOLLO HOLLOWAY MOUNTAIN NANCY JEWEL OTHER
- -------- -------- -------- ------- -------- -------- ------- ------- -------
THREE MONTHS ENDED JUNE 30, 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gross revenues $ 53.4 $ 23.2 $ 19.9 $ 6.2 $ - $ 4.1 $ - $ -
Operating expenses 61.1 20.1 21.9 7.6 (0.3) 2.5 - 9.3
Asset write-downs 9.5 - - - - - - 9.5
------- -------- ------- ------- ----- ----- ----- -------
Operating income (loss) (17.2) $ 3.1 $ (2.0) $ (1.4) $ 0.3 $ 1.6 $ - $ (18.8)
======== ======= ======= ===== ===== ===== =======
Other income, net 1.8
-------
Loss before income taxes $ (15.4)
=======
THREE MONTHS ENDED JUNE 30, 1998
Gross revenues $ 68.3 $ 26.5 $ 25.8 $ 5.7 $ 3.2 $ 3.8 $ - $ 3.3
Operating expenses 70.5 17.6 28.6 6.8 2.6 2.0 - 12.9
------- -------- ------- ------- ----- ----- ----- -------
Operating income (loss) (2.2) $ 8.9 $ (2.8) $ (1.1) $ 0.6 $ 1.8 $ - $ (9.6)
======== ======= ======= ===== ===== ===== =======
Other expenses, net (9.1)
-------
Income before income taxes $ (11.3)
=======
SIX MONTHS ENDED JUNE 30, 1999
Gross revenues $ 107.2 $ 44.8 $ 42.1 $ 12.2 $ - $ 8.1 $ - $ -
Operating expenses 119.3 38.3 44.9 15.0 (0.2) 4.6 16.7
Asset write-downs 19.9 - - - - - - 19.9
------- -------- ------- ------- ----- ----- ----- -------
Operating income (loss) (32.0) $ 6.5 $ (2.8) $ (2.8) $ 0.2 $ 3.5 $ - $ (36.6)
======== ======= ======= ===== ===== ===== =======
Other income, net 2.8
-------
Loss before income taxes $ (29.2)
=======
SIX MONTHS ENDED JUNE 30, 1998
Gross revenues $ 147.2 $ 58.0 $ 53.1 $ 11.2 $ 9.3 $ 7.3 $ - $ 8.3
Operating expenses 146.1 37.0 58.1 13.8 6.6 4.0 - 26.6
------- -------- ------- ------- ----- ----- ----- -------
Operating income (loss) 1.1 $ 21.0 $ (5.0) $ (2.6) $ 2.7 $ 3.3 $ - $ (18.3)
======== ======= ======= ===== ===== ===== =======
Other expenses, net (12.4)
-------
Income before income taxes $ (11.3)
=======
Total assets - June 30, 1999 $ 601.3 $ 106.5 $ 96.6 $ 78.8 $48.5 $28.3 $33.9 $ 208.7
======= ======== ======= ======= ===== ===== ===== =======
Total assets - December 31,
1998 $ 694.1 $ 144.6 $ 107.9 $ 79.7 $42.4 $24.8 $31.8 $ 262.9
======= ======== ======= ======= ===== ===== ===== =======
</TABLE>
5
<PAGE>
Note 7. Crown Jewel
The Company is continuing to work toward earning up to a 54% interest in the
Crown Jewel project in Washington state by bringing the property into
commercial production. Certain positive permit decisions and approvals have
been received for the project, but additional state permit decisions and
approvals are pending. Pursuant to the mandate contained in federal Public
Law 106-31, the Departments of the Interior and Agriculture reinstated the
project's Record of Decision on May 28, 1999, and the United States Forest
Service and Bureau of Land Management approved the Company's Plan of
Operations on June 1, 1999 and June 2, 1999, respectively. Public Law 106-31
became effective May 21, 1999 and overturned the March 26, 1999 notification
from the Departments of the Interior and Agriculture which had vacated the
Record of Decision and denied the Plan of Operations for the Crown Jewel
project.
Note 8. Summarized Financial Information
The following summarized information of Battle Mountain Canada Ltd. ("BMCL")
is presented in accordance with the Securities and Exchange Commission's
reporting requirements as they pertain to the BMCL Exchangeable Shares:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------- -------------------
MILLIONS 1999 1998 1999 1998
- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales $ 29.5 $ 35.5 $ 57.0 $ 77.5
Costs and expenses 40.7 31.7 78.7 66.0
------- ------- ------- -------
Operating income (loss) $ (11.2) $ 3.8 $ (21.7) $ 11.5
======= ======= ======= =======
Net loss $ (7.9) $ (4.6) $ (16.7) $ (2.6)
======= ======= ======= =======
</TABLE>
Note 9. Environmental Matters
The Company's Annual Report on Form 10-K for the year ended December 31, 1998
contained a description of the Company's closure and reclamation efforts with
respect to the San Luis mine in Colorado, which ceased operations in November
1996. By letter dated August 10, 1999, the United States Environmental
Protection Agency (the "EPA") advised the Colorado Department of Health and
the Environment (the "CDPHE") and the Company that the EPA believes that
discharges of pollutants without a permit have occurred at the San Luis mine
site in violation of Section 301(a) of the Clean Water Act. The letter served
to notify the Company and the CDPHE that the EPA will take direct action if
the CDPHE fails to take action and secure appropriate injunctive relief and
penalty. The Company intends to continue to cooperate with both state and
federal regulatory authorities to address the matter. It is not possible to
predict the nature or scope of any action that might be taken by either of
the regulatory authorities, which actions could include seeking injunctive
relief requiring further on-site response actions and the imposition of a
monetary penalty.
Note 10. Other Contingencies
See "Part II - Other Information - Legal Proceedings" for information
concerning significant legal proceedings of the Company. In addition to the
legal proceedings described therein, the Company is party to a number of
actions arising in the ordinary course of business. While the final outcome
of these actions cannot be predicted with certainty, the Company believes
that the outcome of these actions will not have a material adverse effect on
the Company's results of operations, financial condition or cash flows.
6
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
SUPPLEMENTAL INFORMATION - OPERATING DATA (Unaudited) (1)
(Production data reflects BMG attributable interests)
(Ounces in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------ ------------------------
1999 1998 1999 1998
------- ------- ------- -------
GOLDEN GIANT
<S> <C> <C> <C> <C>
Gold ounces recovered 86 87 164 190
Silver ounces recovered 4 9 7 17
--------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced
Cash production costs $ 151 $ 129 $ 158 $ 121
Depreciation, depletion and amortization 68 68 66 68
Reclamation and mine closure costs 4 4 4 4
----- ----- ----- -----
Total production costs $ 223 $ 201 $ 228 $ 193
--------------------------------------------------------------------------------------------------------------------
KORI KOLLO (88% Interest)
Gold ounces recovered 62 71 126 148
Silver ounces recovered 165 209 366 445
--------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced (2)
Cash production costs $ 195 $ 183 $ 189 $ 175
Depreciation, depletion and amortization 89 130 87 132
Reclamation and mine closure costs 11 11 11 10
----- ----- ----- -----
Total production costs $ 295 $ 324 $ 287 $ 317
--------------------------------------------------------------------------------------------------------------------
HOLLOWAY (84.65% Interest)
Gold ounces recovered 23 21 43 39
--------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced
Cash production costs $ 204 $ 220 $ 205 $ 236
Depreciation, depletion and amortization 133 112 130 116
Reclamation and mine closure costs 3 2 2 2
----- ----- ----- -----
Total production costs $ 340 $ 334 $ 337 $ 354
--------------------------------------------------------------------------------------------------------------------
VERA/NANCY (50% Interest)
Gold ounces recovered 16 13 30 25
Silver ounces recovered 12 10 24 20
--------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced
Cash production costs $ 119 $ 127 $ 118 $ 132
Depreciation, depletion and amortization 36 29 34 28
Reclamation and mine closure costs 1 1 1 1
----- ----- ----- -----
Total production costs $ 156 $ 157 $ 153 $ 161
--------------------------------------------------------------------------------------------------------------------
OTHER (3)
Gold ounces recovered 24 59
Silver ounces recovered 32 68
--------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced
Cash production costs $ 233 $ 222
Depreciation, depletion and amortization 89 94
----- -----
Total production costs $ 322 $ 316
--------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
SUPPLEMENTAL INFORMATION - OPERATING DATA (Unaudited) (1)
(Production data reflects BMG attributable interests)
(Ounces in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------ ------------------------
1999 1998 1999 1998
------- ------- ------- -------
AGGREGATE DATA
<S> <C> <C> <C> <C>
Gold ounces recovered - BMG share 187 216 363 461
Gold ounces sold - BMG share 186 215 363 459
Gold ounces recovered 195 240 380 516
Gold ounces sold 194 240 380 514
Average price per gold ounce realized $ 271 $ 314 $ 278 $ 309
--------------------------------------------------------------------------------------------------------------------
Silver ounces recovered - BMG share 181 260 397 550
Silver ounces sold - BMG share 180 259 397 547
Silver ounces recovered 203 298 447 634
Silver ounces sold 202 298 447 630
Average price per silver ounce realized $ 5.08 $ 5.62 $ 5.19 $ 5.98
--------------------------------------------------------------------------------------------------------------------
Weighted Average Cost per Gold Ounce Produced
Cash production costs $ 170 $ 167 $ 171 $ 162
Depreciation, depletion and amortization 80 93 79 94
Reclamation and mine closure costs 6 5 6 5
------ ------ ------ ------
Total production costs $ 256 $ 265 $ 256 $ 261
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Effective January 1, 1999, current and prior period production costs are
presented on an ounces-produced basis, versus an ounces-sold basis as
previously reported.
Cash production costs are presented in accordance with guidelines
established by The Gold Institute. In addition to mining, milling and plant
level general and administrative expenses, cash production costs include
royalties, freight, smelting costs and allowances, and production taxes.
Credits for by-product silver and copper are offset against these cash
production costs. These guidelines also provide for reporting on a cost per
gold ounce basis, rather than cost per equivalent gold ounce.
(2) Royalties paid to the Bolivian government for the Kori Kollo mine are
treated as income tax for per ounce cost calculations and are therefore not
included in these cost calculations.
(3) Includes Battle Mountain Complex, Lihir and San Cristobal. Production data
is not presented for 1999 as the Battle Mountain Complex Reona mine has
been placed on care and maintenance effective January 1, 1999. Results of
Lihir Gold Limited and San Cristobal are not consolidated in 1999 as the
Company has classified its investment in Niugini Mining Limited as an asset
held for sale as of December 31, 1998.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998 and
the unaudited condensed consolidated financial statements and notes preceding
this discussion.
OVERVIEW
Write-downs of the Company's investment in NML, lower gold production and
continued low gold prices resulted in net losses of $17.2 million and $31.0
million for the three and six month periods ended June 30, 1999,
respectively. Foreign currency exchange gains and decreased depreciation,
production and exploration costs partially offset the impacts of these
unfavorable items. Operating cash flows for the first six months of 1999
declined due to lower sales and gold prices and an increase in working
capital. The Company's available cash decreased $72.0 million as a result of
capital expenditures, a liquidating dividend and debt repayments.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. The Company generated cash flows of $2.6 million from
operating activities during the six months ended June 30, 1999 compared with
$40.9 million for the same period in 1998. The decrease was primarily the
result of lower gold prices and production, and increased working capital
primarily resulting from higher income tax payments in 1999.
INVESTING ACTIVITIES. Capital expenditures totaled $22.9 million in the first
half of 1999 compared with $28.3 million during the same period in 1998.
Capital expenditures in 1998 included $4.5 million of capitalized interest
paid related to the Company's investment in Lihir. The Company currently
expects to invest approximately $47.0 million of capital expenditures in 1999
and is continuing to evaluate strategic opportunities that may exist as a
result of depressed gold prices. In March 1999, Crown Butte Resources Ltd.
paid an $11.0 million liquidating dividend to its minority shareholders. In
May 1998, NML increased its investment in Lihir by $11.5 million, maintaining
the Company's 8.65% attributable equity interest in Lihir.
FINANCING ACTIVITIES. The Company made $39.3 million of debt and short-term
borrowing repayments in the first six months of 1999 compared with $28.6
million in the same period in 1998. Cash dividends decreased from $9.5
million to $3.7 million in the first half of 1999 as the Company suspended
its semi-annual common stock dividend in February 1999.
The Company's outstanding Loan Agreement with Canadian Imperial Bank of
Commerce has been amended. Also, certain provisions have been waived until
July 31, 2000. See Note 5 of Notes to Condensed Consolidated Financial
Statements for further discussion.
Registration statements on file with the Securities and Exchange Commission
and regulatory authorities in Canada qualify for sale the 65.2 million shares
of the Company's common stock outstanding effectively held by Noranda Inc.
The Company will not receive proceeds from the sales of any shares sold,
should they occur.
CONCLUSION. The Company believes it will be able to fund its cash
requirements over the next twelve months through a combination of current
cash, future cash flows from operations, proceeds from potential asset sales
including NML, and/or future debt or equity security issuances.
9
<PAGE>
RESULTS OF OPERATIONS
The Company recorded net losses to common shares of $17.2 million ($.07 per
share) and $31.0 million ($.13 per share) for the three and six month periods
ended June 30, 1999, respectively. This compares with losses of $11.1 million
($.05 per share) and $14.6 million ($.06 per share), respectively, for the
same periods in 1998. Results of operations in 1999 were negatively impacted
by write-downs of the Company's investment in NML and lower gold production
and prices, partially offset by foreign currency exchange gains and decreased
depreciation, production and exploration costs.
The results of operations of the Lihir and San Cristobal mines are not
included with those of the Company in 1999 because NML was classified as an
asset held for sale effective December 31, 1998. Lihir was accounted for as
an equity investment in 1998.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------ ------------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Gold sales - 100%, thousand ounces 194 240 380 514
Average gold revenue realized per ounce - 100% $ 271 $ 314 $ 278 $ 309
Average London PM gold fix per ounce $ 273 $ 300 $ 280 $ 297
</TABLE>
Sales decreased for the three and six month periods ended June 30, 1999
compared with the same periods in 1998 primarily as a result of decreased
production and lower realized gold prices. Excluding the Company's share of
Lihir gold sales in 1998, sales volumes were 24,000 ounces lower in the
second quarter of 1999 and 90,000 ounces lower in the first half 1999. Lower
production at Golden Giant in 1999 was attributable to increased gold
inventory in the mill circuit and lower head grades, while decreases at Kori
Kollo were primarily the result of lower head grades. Also contributing to
the overall decrease in sales volumes in 1999 was the classifying of NML as
an asset held for sale and the placing of the Battle Mountain Complex Reona
mine on care and maintenance effective January 1, 1999. Sales generated from
gold production from the Reona mine are netted against production costs for
financial statement presentation purposes.
The average realized price of gold decreased in 1999 as a result of decreased
spot gold prices. Average realized prices for the periods shown in 1998 were
higher than the average London PM fix price for the same periods due to gains
recognized from forward sales at Lihir.
<TABLE>
<CAPTION>
AGGREGATE ATTRIBUTABLE PRODUCTION COSTS Three Months Ended Six Months Ended
PER OUNCE OF GOLD PRODUCED June 30 June 30
------------------------ ------------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Direct mining costs $ 169 $ 168 $ 171 $ 163
Deferred stripping adjustments - - - 1
Third party smelting, refining and transportation costs 2 2 2 2
By-product credits included in sales (5) (7) (6) (7)
----- ----- ----- -----
Cash operating costs 166 163 167 159
Royalties* 4 4 4 3
----- ----- ----- -----
Total cash costs 170 167 171 162
Depreciation, depletion and amortization 80 93 79 94
Reclamation and mine closure costs 6 5 6 5
----- ----- ----- -----
Total production costs $ 256 $ 265 $ 256 $ 261
===== ===== ===== =====
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
RECONCILIATION OF AGGREGATE ATTRIBUTABLE CASH COSTS
PER OUNCE TO CONSOLIDATED FINANCIAL STATEMENTS* Three Months Ended Six Months Ended
June 30 June 30
------------------------ ------------------------
MILLIONS, EXCEPT OUNCES PRODUCED AND PER OUNCE AMOUNTS 1999 1998 1999 1998
------------------------------------------------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
Production costs per financial statements $ 36.3 $ 39.7 $ 72.9 $ 83.4
Lihir production costs - 2.7 - 5.2
Minority interest portion of production costs (1.8) (2.4) (3.5) (6.0)
By-product credits included in sales (1.1) (1.7) (2.3) (3.8)
Reclamation and mine closure costs (1.2) (1.3) (2.3) (2.6)
Inventory change and other (0.5) (1.0) (2.6) (1.7)
------- ------- ------- -------
Production costs for per ounce calculation purposes $ 31.7 $ 36.0 $ 62.2 $ 74.5
======= ======= ======= =======
Gold ounces produced, thousands 187 216 363 461
======= ======= ======= =======
Total cash costs per gold ounce produced $ 170 $ 167 $ 171 $ 162
======= ======= ======= =======
</TABLE>
* Royalties paid to the Bolivian government for the Kori Kollo mine are treated
as income tax for per ounce cost calculations and are therefore not included
in these cost calculations.
Total production costs decreased in the periods shown for 1999 primarily as a
result of the effects of the exclusion of costs from the San Cristobal mine
and the placing of the Reona mine in care and maintenance. In addition, lower
total costs at Kori Kollo were partially offset by higher costs at Golden
Giant. Consolidated per ounce cash costs increased in 1999 compared with
1998. Increased 1999 cash production costs per ounce at Golden Giant and Kori
Kollo were partially offset by decreases at Holloway and Vera/Nancy and the
exclusion of Lihir from 1999 calculations. Cost increases at Golden Giant and
Kori Kollo were primarily the result of lower production.
Depreciation, depletion and amortization decreased in total and on a cost per
gold ounce produced basis for the three and six month periods ended June 30,
1999 compared with the same periods in 1998. These decreases were
attributable to lower production and lower asset carrying values resulting
from asset write-downs taken at the end of 1998.
Exploration, evaluation and other lease costs decreased in 1999 as a result
of differences in the timing of expenditures and higher exploration property
sales in 1999. As a result of continuing low gold prices, the Company has
reduced its estimated 1999 exploration expenditures from $25 million to $17
million.
Decreases in the market value of Lihir stock necessitated the $10.4 million
and $9.5 million asset write-downs of the Company's investment in NML taken
in the first and second quarters of 1999, respectively.
Interest expense decreased in the three and six month periods ended June 30,
1999 due to lower levels of average debt outstanding in 1999 compared with
1998, while interest income decreased primarily as a result of lower average
levels of cash invested.
As a result of the strengthening of the Canadian and Australian dollars, the
Company incurred foreign currency exchange gains in 1999 versus foreign
currency exchange losses in 1998 on the U.S. dollar-denominated debt of its
subsidiaries, primarily that of BMCL.
Equity in losses of Lihir totaled $1.3 million and $2.7 million for the three
and six month periods of 1998. Results of Lihir are not reflected in 1999 as
NML was classified as an asset held for sale effective December 31, 1998.
11
<PAGE>
The Company's provision for income taxes for the three and six month periods
ended June 30, 1999 reflected benefits of $0.1 million and $2.2 million,
respectively, on losses before income taxes of $15.4 million and $29.2
million, respectively. In June 1999, the Company recorded an increase in the
valuation allowance for U.S. deferred income taxes of $3.8 million. The
Company's effective income tax rate for the first six months of 1999 was 8%.
The effects of the write-downs of NML and foreign currency exchange gains are
not included in the calculation of 1999 income taxes because the net deferred
tax asset resulting from these items was subjected to a valuation allowance.
Mining taxes decreased for the periods presented in 1999 compared with the
same periods in 1998 due to decreased mining income from the Company's
Canadian mines.
OTHER
See Part II - Other Information - Legal Proceedings and Notes 5, 9 and 10 of
Notes to Condensed Consolidated Financial Statements for a discussion of
material contingencies.
Unless otherwise discussed below, information for the six months ending June
30, 1999 about market risk, foreign currency risk, interest rate risk, equity
risk, forward sales and hedging does not differ materially from that
discussed under Item 7A of the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
The Company's profitability is significantly affected by changes in the
market price of gold. Gold prices can fluctuate widely and are affected by
numerous factors, such as demand, forward selling by producers, central bank
sales and purchases, currency valuations, investor sentiment and production
levels. While the Company is one of the lowest cost gold producers, a
sustained period of low gold prices could have a material adverse affect on
its results of operations, financial position and cash flows.
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. Derivative
instruments are generally used to manage interest rate, foreign currency
exchange rate and commodity price risks. The Company had no material
derivative contracts outstanding at June 30, 1999. In June 1998, the
Financial Accounting Standards Board issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This standard was amended by
SFAS No. 137, which deferred the effective date of implementation to the
first quarter of fiscal years beginning after June 15, 2000. See Note 1 of
Notes to Condensed Consolidated Financial Statements for further discussion.
The Company has operations in Canada and Australia in addition to operations
in the United States and other countries. Gold produced at these operations
is sold in the international markets for U.S. dollars. The cost structures at
these operations are primarily Canadian and Australian dollar denominated,
and accordingly, these affiliates' functional currencies are the Canadian
dollar and the Australian dollar, respectively. As such, the Company is
exposed to foreign currency risk to the extent that there are fluctuations in
local currency exchange rates against the U.S. dollar.
All of the Company's revenues for the six months ended June 30, 1999 were
generated from mining operations outside the United States, while assets
attributable to those operations were approximately $310.2 million. As a
result, the Company is exposed to risks normally associated with operations
located outside the United States, including political, economic, social and
labor instabilities, as well as foreign exchange controls, currency
fluctuations and taxation changes.
The risks associated with the year 2000 ("Y2K") are the result of computer
technology utilizing only the last two digits of a year rather than all four
to define a specific year. Absent corrective actions, some computer programs
that are not "Y2K-compliant" may recognize a date using "00" as the year
1900, rather than the year 2000. This could result in system failure or
miscalculations, causing disruptions to various activities and operations.
12
<PAGE>
The Company is nearing completion of its Y2K remediation program, with a
review of its computer systems inventory, systems validation, and
certification and testing stages having been completed. Both information
technology ("IT") and non-IT systems, including process control equipment
used at the Company's mines, that have been determined to be Y2K
non-compliant have been replaced or upgraded, as appropriate. The replacement
costs of those affected non-IT systems are immaterial to the Company. Some of
the Company's other potential Y2K problems have been resolved through the
implementation of a previously planned Y2K-compliant IT systems upgrade. In
recognition of the important role that supply chain partners play in the
Company's business, vendor/supplier Y2K compliance evaluations are being
performed as well. An outside contractor has advised the Company on its Y2K
remediation program and it is expected that the program will be completed
before the fourth quarter of 1999.
The Company is continuing to review and evaluate its most likely worst-case
scenario with regards to disruptions attributable to Y2K. The Company is also
developing business contingency plans in order to mitigate potential
disruptions, including those that may result from non-compliant systems
utilized by unrelated third party governmental and business entities. It is
expected that the plans will be completed in the third quarter of 1999. These
plans will be reviewed and updated as necessary throughout the year 1999 and
into the year 2000.
Although no assurance can be given, the Company does not anticipate any
material adverse effect regarding Y2K compliance on the Company's
consolidated results of operations, financial position or cash flows. The
Company believes the failure of a third party to complete their Y2K
compliance program will be the area of greatest risk of year 2000 having a
material adverse effect on the Company.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
The U.S. securities laws provide a "safe harbor" for certain forward-looking
statements. This report contains forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those projected in such forward-looking statements. Statements regarding
the expected commencement dates of mining operations, projected quantities of
future production, capital costs, production rates, costs and expenditures
and other operating and financial data are based on expectations that the
Company believes are reasonable, but it can give no assurance that such
expectations will prove to have been correct. Factors that could cause actual
results to differ materially include, among others: risks and uncertainties
relating to general domestic and international economic and political
conditions, the cyclical and volatile prices of gold, silver and copper,
political and economic risks associated with foreign operations,
unanticipated ground and water conditions, unanticipated grade and geological
problems, metallurgical and other processing problems, availability of
materials and equipment, the delays in the receipt of or failure to receive
necessary governmental permits, changes in laws or regulations or the
interpretation and enforcement thereof, the occurrence of unusual weather or
operating conditions, force majeure events, lower than expected ore grades,
the failure of equipment or processes to operate in accordance with
specifications or expectations, labor relations, accidents, delays in
anticipated start-up dates, environmental risks, the results of financing
efforts and financial market conditions. These and other risk factors are
discussed in more detail in the Company's Annual Report on Form 10-K (File
No. 1-9666) for the year ended December 31, 1998. Many of such factors are
beyond the Company's ability to control or predict. Readers are cautioned not
to put undue reliance on forward-looking statements. The Company disclaims
any intent or obligations to update these forward-looking statements, whether
as a result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Other."
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is working toward earning up to a 54% interest in the Crown Jewel
project in Washington state. Certain positive permit decisions and approvals
have been received for the Crown Jewel project, but additional state permit
decisions and approvals are pending. Certain persons and groups oppose the
Crown Jewel project. Among the opponents are the Okanogan Highlands Alliance,
the Washington Environmental Council, the Colville Indian Environmental
Protection Alliance and the Kettle Range Conservation Group (collectively the
"Anti-Development Groups") and the Confederated Tribes of the Colville
Reservation (the "Colville Confederated Tribes"). The legal proceedings
detailed below have been initiated by project opponents. The Company expects
that additional appeals may be brought and that injunctions will be sought.
The final resolution of existing and expected appeals and the timing thereof
cannot be determined with any accuracy at this time.
OKANOGAN HIGHLANDS ALLIANCE V. WILLIAMS, ET AL., NINTH CIRCUIT COURT OF
APPEALS (NO. 99-35538)
During the first quarter of 1997, the United States Forest Service (the
"Forest Service") issued a final Environmental Impact Statement ("EIS") and
Record of Decision ("ROD") for the Crown Jewel project. The Forest Service
received four administrative appeals to its EIS and ROD, all of which the
Forest Service denied in the second quarter of 1997. On May 29, 1997, the
Anti-Development Groups instituted an action designated Civil No. 97-806JE
against the Forest Service and certain individual Forest Service decision
makers in United States District Court for the District of Oregon. The action
appealed the Forest Service's EIS, its ROD and its denial of the
administrative appeals. The action sought the following rulings: 1) that the
EIS and ROD were inadequate and violated the National Environmental Policy
Act and the Administrative Procedures Act; 2) that the Forest Service's
decision not to prepare and issue a supplemental EIS was not in accordance
with law; and 3) that the ROD violated certain specified laws. The action
also sought an award of fees and costs associated with the litigation and
indicated that the plaintiffs would seek injunctive relief restraining the
Forest Service from approving or authorizing the Plan of Operations or any
other action related to the Crown Jewel project. The Company intervened in
the action and the Colville Confederated Tribes also intervened and filed a
complaint alleging that the ROD was issued in violation of certain tribal
rights. On December 31, 1998, the District Court granted the Company's and
the Forest Service's motions for summary judgment, thereby upholding the
Forest Service's EIS, ROD and administrative denial of plaintiffs' claims. On
March 17, 1999, the District Court entered the order of final judgment and
dismissed the case with prejudice. On May 13, 1999 and May 17, 1999,
respectively, the Anti-Development Groups and the Colville Confederated
Tribes appealed the District Court's decision to the Ninth Circuit Court of
Appeals. The Court of Appeals has scheduled briefing of the case during
September and October 1999.
OKANOGAN HIGHLANDS ALLIANCE, ET AL. V. STATE OF WASHINGTON DEPARTMENT OF
ECOLOGY, ET AL., WASHINGTON POLLUTION CONTROL HEARINGS BOARD, (PCHB NOS.
97-182; 97-183; 97-186; AND 99-019)
In November 1997, the Washington Department of Ecology (the "Department of
Ecology") approved certain applications for new water rights and certain
applications for changes to existing water rights that are necessary for the
Crown Jewel project. On December 1, 1997, Roger Lorenz instituted the action
designated PCHB No. 97-182 against the Department of Ecology, appealing the
Department's approval of one new water right application and one water right
change application. On the same date, the Okanogan Highlands Alliance, the
Washington Environmental Council and the Center for Environmental Law and
Policy instituted the action designated PCHB No. 97-183 against the
Department of Ecology and the Company. The action challenges the Department
of Ecology's water rights decisions, claiming that such decisions violated
the State Water Code, Water Resources Act, Administrative Procedures Act and
Environmental Policy Act. The action seeks an order reversing the Department
of Ecology's decisions or, in
14
<PAGE>
the alternative, vacating the Reports of Examination and remanding the
applications to the Department of Ecology for further study. The action has
been joined by Triple Creek, a nonprofit corporation. On December 2, 1997,
the Colville Confederated Tribes instituted the action designated PCHB No.
97-186 against the Department of Ecology and the Company. The action makes
the same challenge and seeks the same relief as PCHB No. 97-183. The
Washington Pollution Control Hearings Board (the "PCHB") granted the
Company's request to consolidate PCHB Nos. 97-182; 97-183; and 97-186 for
hearing. However, the PCHB determined that the water quality issues raised by
the appeals will only be decided after a hearing on the 401 Water Quality
Certification. On October 23, 1998, the PCHB entered an order dismissing
certain of the plaintiffs' claims and ruled in favor of the Company on eight
additional claims on February 16, 1999.
In January 1999, the Department of Ecology granted the Company 401 Water
Quality Certification for the Crown Jewel project. On February 12, 1999, the
Okanogan Highlands Alliance and the Washington Environmental Council
instituted an action designated PCHB No. 99-019 against the Department of
Ecology and the Company, appealing the Department's grant of the 401
Certification, approval of certain performance securities and issuance of an
Addendum to the Environmental Impact Statement. The action has been
consolidated with the above-described actions. The action seeks
determinations that: 1) the 401 Certification is invalid, illegal, null and
void; 2) the performance security fails to meet the requirements of the
Washington Metals Mining and Milling Act; 3) the Addendum violates the State
Environmental Policy Act; 4) all decisions based on the Addendum are null and
void; 5) the matter be remanded to the Department of Ecology for preparation
of a Supplemental Environmental Impact Statement; and 6) other relief,
including injunctive relief, as the PCHB deems appropriate. A hearing on the
merits has been scheduled for September 1999.
CONFEDERATED TRIBES OF THE COLVILLE RESERVATION V. STATE OF WASHINGTON
DEPARTMENT OF ECOLOGY, ET AL., SUPERIOR COURT OF THE STATE OF WASHINGTON FOR
THURSTON COUNTY, CIVIL NO. 97-2-02849-7
In November 1997, the Department of Ecology approved certain of the Company's
applications for new water rights and for changes to existing water rights
that are necessary for the Crown Jewel project. The Department granted the
Company's applications in part based upon a streamflow mitigation plan. On
December 2, 1997, the Colville Confederated Tribes instituted the
above-referenced action against the Department of Ecology and the Company. On
the same date, the Okanogan Highlands Alliance, the Washington Environmental
Council and the Center for Environmental Law and Policy instituted an action
designated Civil No. 97-2-02831-8 against the Department of Ecology and the
Company. On November 13, 1998, the two actions were consolidated. The
consolidated action seeks an order holding that the Department of Ecology's
approval of the streamflow mitigation plan constituted a rulemaking in
violation of the Administrative Procedures Act and an order that such
approval exceeds the Department of Ecology's statutory authority, conflicts
with existing law and is irrational. The action also seeks an order mandating
a rulemaking to develop guidelines and criteria for approving water resource
mitigation measures and an injunction on the approval of water rights
applications until the conclusion of such rulemaking. The plaintiffs seek
reversal of the Department of Ecology's decisions with respect to the
Company's water rights applications, along with an injunction precluding the
Company from taking action in reliance on such decisions. The plaintiffs also
seek to be reimbursed for their costs and attorney fees. On November 5, 1998,
the Department of Ecology filed a motion to dismiss, which was subsequently
joined by the Company. The motion was denied on January 8, 1999, allowing the
case to proceed.
15
<PAGE>
OKANOGAN HIGHLANDS ALLIANCE, ET AL. V. U.S. BUREAU OF LAND MANAGEMENT, ET
AL., INTERIOR BOARD OF LAND APPEALS (IBLA NOS. 99-345 AND 99-347)
On June 2, 1999, the Bureau of Land Management approved the Plan of
Operations for the Crown Jewel project. On July 19, 1999, the
Anti-Development Groups and the Colville Confederated Tribes each filed a
Notice of Appeal and Petition for Stay Pending Appeal with the United States
Department of the Interior Office of Hearings and Appeals Interior Board of
Land Appeals. The Colville Confederated Tribes also requested that the two
appeals be consolidated. The Appeals request that the Board remand the Plan
of Operations approval back to the Bureau of Land Management with
instructions to deny the Plan on the basis that the Plan of Operations is
allegedly based on illegal uses of lode mining claims under the Mining Law
and upon invalid lode mining claims. The Appeals also request that the Plan
of Operations approval be stayed until the appellants' claims are decided.
The Company has filed a Petition to Intervene in the matter and the Company
and the Department of the Interior have filed Responses to the Petitions for
Stay.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
(a) Annual Meeting of Shareholders
April 30, 1999
(c) PROPOSAL FOR AGAINST WITHHELD ABSTAIN
-------- --- ------- -------- -------
Election of Directors
Ian D. Bayer 185,568,247 * 4,819,681 *
Charles E. Childers 185,579,421 * 4,808,507 *
Karl E. Elers 185,603,686 * 4,784,242 *
Ratification of appointment of
PricewaterhouseCoopers LLP as
independent public accountants 188,972,832 747,142 * 649,594
* Not Applicable
Each of the nominees for director were elected and the
appointment of PricewaterhouseCoopers LLP was ratified.
</TABLE>
ITEM 5. OTHER INFORMATION
The Company's Annual Report on Form 10-K for the year ended December 31, 1998
contained a description of the Company's closure and reclamation efforts with
respect to the San Luis mine in Colorado, which ceased operations in November
1996. By letter dated April 10, 1999, the United States Environmental
Protection Agency (the "EPA") advised the Colorado Department of Health and
the Environment (the "CDPHE") and the Company that the EPA believes that
discharges of pollutants without a permit have occurred at the San Luis mine
site in violation of Section 301(a) of the Clean Water Act. The letter served
to notify the Company and the CDPHE that the EPA will take direct action if
the CDPHE fails to take action and secure appropriate injunctive relief and
penalty. The Company intends to continue to cooperate with both state and
federal regulatory authorities to address the matter. It is not possible to
predict the nature or scope of any action that might be taken by either of
the regulatory authorities, which actions could include seeking injunctive
relief requiring further on-site response actions and the imposition of a
monetary penalty.
<TABLE>
<CAPTION>
16
<PAGE>
<S> <C> <C> <C>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10 Second Limited Waiver and Amending Agreement, dated as of July 24, 1999,
between Battle Mountain Canada Ltd. and Canadian Imperial Bank of Commerce
11 Computations of Earnings (Loss) per Common Share
27 Financial Data Schedule
99 Letter from the Department of the Interior
and the Department of Agriculture
reinstating the Record of Decision for the
Crown Jewel project
(b) Reports on Form 8-K
A Current Report on Form 8-K, dated May 21, 1999, was
filed containing a press release issued by Battle
Mountain Gold Company.
</TABLE>
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.
<TABLE>
<CAPTION>
<S> <C>
BATTLE MOUNTAIN GOLD COMPANY
Date: August 16, 1999 /s/ Jeffrey L. Powers
-------------------------------------------------
Jeffrey L. Powers
Vice President and Controller
(Chief Accounting Officer)
</TABLE>
17
<PAGE>
SECOND LIMITED WAIVER AND AMENDING AGREEMENT
THIS SECOND LIMITED WAIVER AND AMENDING AGREEMENT (this "Agreement"),
dated as of July 24, 1999, is made by and between (i) BATTLE MOUNTAIN CANADA
LTD. (the "Borrower") and (ii) CANADIAN IMPERIAL BANK OF COMMERCE (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank are party to a reducing term credit
facility agreement (the "Credit Facility") dated September 30, 1997, pursuant to
which the Bank made a loan to the Borrower in the aggregate principal amount of
U.S.$145,000,000; and
WHEREAS, the Borrower and the Bank are party to a Limited Waiver and
Amending Agreement (the "First Waiver and Amendment") dated as of April 30, 1999
pursuant to which the Bank waived certain provisions of the Credit Facility, and
the Borrower and the Bank agreed to amend certain provisions of the Credit
Facility; and
WHEREAS, the Borrower has requested the Bank, and the Bank is willing,
to extend certain of the waivers provided pursuant to the First Waiver and
Amendment; and
WHEREAS, the Borrower has requested the Bank, and the Bank is willing,
to amend certain provisions of the Credit Facility, all as more fully set forth
herein; and
WHEREAS, all capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Credit Facility;
NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
LIMITED WAIVERS
SECTION 1.01 WAIVER OF RESERVE TAIL REQUIREMENT.
(a) The Borrower has requested that the Bank waive, until and
including July 31, 2000, the requirement set forth in Annex III to the
Credit Facility that the Borrower shall at all times maintain a minimum
"Reserve Tail" of at least 676,000 ounces of proven and probable
recoverable gold reserves.
(b) The Bank hereby (i) waives, until and including July 31, 2000,
the requirement set forth in Annex III to the Credit Facility that the
Borrower shall at all times maintain a minimum "Reserve Tail" of at
least 676,000 ounces of proven and probable recoverable
<PAGE>
gold reserves, and (ii) acknowledges and accepts that the compliance
certificates delivered by the Borrower after the date hereof will
reflect the terms of this Agreement.
SECTION 1.02 WAIVER OF TANGIBLE NET WORTH REQUIREMENT.
(a) The Borrower has requested that the Bank waive, until and
including July 31, 2000, the requirement set forth in Annex III to the
Credit Facility that the Borrower shall maintain minimum adjusted
tangible net worth of U.S.$200 million plus an amount equal to 50% of
cumulative unconsolidated net income of the Borrower, if positive, after
September 30, 1997;
(b) The Bank hereby (i) waives, until and including July 31, 2000,
the requirement set forth in Annex III to the Credit Facility that the
Borrower shall maintain minimum adjusted net worth of U.S.$200 million
plus an amount equal to 50% of cumulative unconsolidated net income of
the Borrower, if positive, after September 30, 1997, and (ii)
acknowledges and accepts that compliance certificates delivered by the
Borrower after the date hereof will reflect the terms of this Agreement.
SECTION 1.03 WAIVER OF TOTAL DEBT TO TOTAL CAPITALIZATION RATIO.
(a) The Borrower has requested that the Bank waive, until and
including July 31, 2000, the requirement set forth in Annex III to the
Credit Facility that the Borrower shall maintain a maximum Total Debt to
Total Capitalization Ratio of 0.45:1;
(b) The Bank hereby (i) waives, until and including July 31, 2000,
the requirement set forth in Annex III to the Credit Facility that the
Borrower shall maintain a maximum Total Debt to Total Capitalization
Ratio of 0.45:1, and (ii) acknowledges and accepts that the compliance
certificates delivered by the Borrower after the date hereof will
reflect the terms of this Agreement.
SECTION 1.04 WAIVER OF AUDITED FINANCIAL STATEMENTS REQUIREMENT.
(a) The Borrower has requested that the Bank waive, until and
including July 31, 1999, the requirement set forth in Annex VI to the
Credit Facility that the annual unconsolidated financial statements of
the Borrower to be delivered to the Bank within 120 days after the end
of each fiscal year be audited and accompanied by a report and opinion
of the Borrower's auditors.
(b) The Bank hereby (i) waives, until and including August 30, 1999,
the requirement set forth in Annex VI to the Credit Facility that the
annual unconsolidated financial statements of the Borrower to be
delivered to the Bank within 120 days after the end of each fiscal year
be audited and accompanied by a report and opinion of the Borrower's
auditors, provided that the financial statements that are so delivered
are certified correct by the chief financial officer, treasurer or
controller of the Borrower (it being acknowledged that the
classification of the Term Loans as long term debt or short term
<PAGE>
debt remains to be determined); (ii) accepts that, until and including
July 31, 1999, the certification of quarterly unaudited unconsolidated
financial statements by the chief financial officer, treasurer or
controller of the Borrower need not address whether the Term Loans are
properly classified therein; and (iii) acknowledges and accepts that the
compliance certificates delivered by the Borrower after the date hereof
will reflect the terms of this Agreement.
ARTICLE 2
AMENDMENT
SECTION 2.01 APPROVAL BY BOARD OF DIRECTORS.
(a) The Borrower has requested that the Agreement be amended with
respect to the requirements set forth in subparagraph (a)(iii) of Annex
VI to the Credit Facility.
(b) Subparagraph (a)(iii) of Annex VI to the Credit Facility is
amended to read as follows:
(iii) its annual operating budget (which shall be approved by the Board
of Directors of the Borrower) and a financial forecast for the
then-current year as well as extending two years beyond the Final
Repayment Date (which shall be approved by the President and the
chief financial officer, treasurer or controller of the
Borrower),
SECTION 2.02 REDUCTION IN BANK EXPOSURE.
(a) Annex VII to the Credit Facility is hereby amended by deleting
current paragraph (11) thereof and replacing it with the following:
(11) negotiate with the Bank in good faith to establish new terms and
conditions for the Credit Facility by August 31, 1999; such new
terms and conditions shall be satisfactory to the Bank, in its
sole discretion, acting reasonably, and will include, without
limitation (a) the provision by the Borrower of first-ranking
security over its assets by way of floating charge debenture or
other suitable instrument; (b) the pledge of not less than
U.S.$40,000,000 of cash collateral; (c) the confirmation of the
Borrower's existing pledge of its shares of Niugini; (d) the
assignment of the economic benefit of all hedge contracts entered
into by or on behalf of the Borrower; (e) the establishment of a
new amortization schedule; (f) the establishment of new
covenants, including financial covenants; and (g) the
establishment of new arrangements with respect to shareholder
distributions and other inter-company dealings. If such new
terms and conditions are not established by August 31, 1999, then
the principal amount owing by the Borrower to the Bank under the
Term Loan shall be reduced to an amount not exceeding
U.S.$27,200,000 on terms satisfactory to the Bank (it being
acknowledged that such reduction may occur as a result of a
repayment of the Term Loan or as a
<PAGE>
result of an assignment by the Bank of a portion of the Term
Loan, provided that such assignment is made to an assignee
satisfactory to the Bank and on terms and conditions satisfactory
to the Bank).
(b) Annex IX to the Credit Facility is hereby amended by deleting the
current paragraph (15) thereof and replacing it with the following:
(15) if, by August 31, 1999, (A) the Borrower and the Bank have not
executed and delivered definitive documentation with respect to
the terms and conditions contemplated by paragraph (11) of Annex
VII to the Credit Facility (and the Borrower has not satisfied
all closing conditions thereunder), or (B) the amount owing by
the Borrower to the Bank under the Term Loan has not been reduced
to an amount not exceeding U.S.$27,200,000 on terms satisfactory
to the Bank (it being acknowledged that such reduction may occur
as a result of a repayment of the Term Loan or as a result of an
assignment by the Bank of a portion of the Term Loan, provided
that such assignment is made to an assignee satisfactory to the
Bank and on terms and conditions satisfactory to the Bank).
(c) The Borrower agrees that, from January 1, 1999, the Applicable
Margins shall be the highest margins shown on the pricing grid in Annex
II of the Credit Facility.
ARTICLE 3
MISCELLANEOUS
SECTION 3.01 WAIVER CONDITIONS. This Agreement shall not become effective
until (a) the Bank shall have received a copy of this Agreement, duly executed
by the Borrower, (b) the Bank shall have received from the Borrower the amount
of U.S.$154,400 (being the "ticking fee" contemplated by Section 2.02(e) of the
First Waiver and Amendment), and (c) the Parent shall have executed and
delivered to the Bank the letter attached hereto.
SECTION 3.02 NO OTHER MODIFICATION. This Agreement supersedes and replaces
the First Waiver and Amendment. Except as expressly provided herein, the Credit
Facility shall be unchanged and shall remain in full force and effect. The
Credit Facility, as amended by this Agreement, is hereby confirmed by the
Borrower and the Bank.
SECTION 3.03 NO IMPLICIT WAIVER. The waivers set forth in this Agreement
shall not be deemed a waiver by the Bank of any other provisions of the Credit
Facility, and no course of dealing and no failure or delay by the Bank in
exercising any right, power or remedy under the Credit Facility shall operate as
a waiver thereof or otherwise prejudice the Bank's rights, powers or remedies.
SECTION 3.04 BINDING ON SUCCESSORS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of the parties hereto. For
greater certainty, the references to "Bank" in Section 2.02 hereof mean Canadian
Imperial Bank of Commerce and not any assignee of Canadian Imperial Bank of
Commerce.
<PAGE>
SECTION 3.05 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. This Agreement may be
executed and delivered by facsimile, and the recipient of the other party's
facsimile signature page may treat such page as an original signature page.
SECTION 3.06 GOVERNING LAW. This Agreement shall be construed and interpreted
in accordance with the laws of the Province of Ontario.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed and delivered on its behalf by its duly authorized representative
on the date first above written.
BATTLE MOUNTAIN CANADA LTD.
By: /s/ Phillips S. Baker
---------------------------------------
Name: Phillips S. Baker, Jr.
Title: Vice-President
By:
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ D. T. Clee
---------------------------------------
Name: D. T. Clee
Title: Managing Director
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
COMPUTATIONS OF INCOME (LOSS) PER COMMON SHARE
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
MILLIONS, EXCEPT PER SHARE AMOUNTS 1999 1998 1999 1998
- ---------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
BASIC LOSS PER SHARE
Net loss
Net loss $ (15.4) $ (9.3) $ (27.3) $ (10.9)
Deduct dividends on preferred shares (1.8) (1.8) (3.7) (3.7)
-------- -------- -------- --------
Net loss applicable to common stock $ (17.2) $ (11.1) $ (31.0) $ (14.6)
======== ======== ======== ========
Shares
Weighted average number of common shares outstanding 229.8 229.8 229.9 229.8
======== ======== ======== ========
Basic loss per common share (0.074) $ (0.048) $ (0.135) $ (0.064)
======== ======== ======== ========
DILUTED LOSS PER SHARE
Net loss applicable to common stock $ (17.2) $ (11.1) $ (31.0) $ (14.6)
======== ======== ======== ========
Shares
Weighted average number of common shares outstanding 229.8 229.8 229.9 229.8
Assuming exercise of stock options reduced by the number of
shares which could have been purchased with the proceeds
from exercise of such options -- -- -- --
-------- -------- -------- --------
Weighted average number of common shares outstanding, as adjusted 229.8 229.8 229.9 229.8
======== ======== ======== ========
Diluted loss per share, assuming conversion $ (0.074) $ (0.048) $ (0.135) $ (0.064)
======== ======== ======== ========
CALCULATIONS OF CONVERSIONS OF SECURITIES PRODUCING ANTI-DILUTIVE RESULTS
Conversion of Preferred Shares
Net loss
Net loss applicable to common stock $ (17.2) $ (11.1) $ (31.0) $ (14.6)
Effect on net loss if preferred shares were converted 1.8 1.8 3.7 3.7
======== ======== ======== ========
Net loss, as adjusted $ (15.4) $ (9.3) $ (27.3) $ (10.9)
======== ======== ======== ========
Shares
Weighted average number of common shares outstanding 229.8 229.8 229.9 229.8
Effect on average shares outstanding if preferred shares were converted 11.0 11.0 11.0 11.0
-------- -------- -------- --------
Weighted average number of common shares outstanding, as adjusted 240.8 240.8 240.9 240.8
======== ======== ======== ========
Diluted loss per share, assuming conversion $ (0.064) $ (0.039) $ (0.113) $ (0.045)
======== ======== ======== ========
CONVERSION OF DEBENTURES
Net loss
Net loss applicable to common stock $ (17.2) $ (11.1) $ (31.0) $ (14.6)
Effect on net loss if debentures were converted 0.9 0.9 1.9 1.9
======== ======== ======== ========
Net loss, as adjusted $ (16.3) $ (10.2) $ (29.1) $ (12.7)
======== ======== ======== ========
Shares
Weighted average number of common shares outstanding 229.8 229.8 229.9 229.8
Effect on average shares outstanding if debentures were converted 4.8 4.8 4.8 4.8
-------- -------- -------- --------
Weighted average number of common shares outstanding, as adjusted 234.6 234.6 234.7 234.6
======== ======== ======== ========
Diluted loss per share, assuming conversion $ (0.069) $ (0.043) $ (0.124) $ (0.054)
======== ======== ======== ========
Conversion of Options
Net loss
Net loss applicable to common stock $ (17.2) $ (11.1) $ (31.0) $ (14.6)
======== ======== ======== ========
Shares
Weighted average number of common shares outstanding 229.8 229.8 229.9 229.8
Effect on average shares outstanding if options were converted -- -- -- 0.1
======== ======== ======== ========
Weighted average number of common shares outstanding, as adjusted 229.8 229.8 229.9 229.9
======== ======== ======== ========
Diluted loss per share, assuming conversion $ (0.074) $ (0.048) $ (0.135) $ (0.064)
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BATTLE
MOUNTAIN GOLD COMPANY QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE
30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 82,700
<SECURITIES> 0
<RECEIVABLES> 11,700
<ALLOWANCES> 0
<INVENTORY> 34,300
<CURRENT-ASSETS> 221,300
<PP&E> 869,700
<DEPRECIATION> 527,400
<TOTAL-ASSETS> 601,300
<CURRENT-LIABILITIES> 72,600
<BONDS> 186,200
0
110,600
<COMMON> 13,000
<OTHER-SE> 91,300
<TOTAL-LIABILITY-AND-EQUITY> 601,300
<SALES> 107,200
<TOTAL-REVENUES> 107,200
<CGS> 103,100
<TOTAL-COSTS> 103,100
<OTHER-EXPENSES> 9,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,500
<INCOME-PRETAX> (29,200)
<INCOME-TAX> (1,900)
<INCOME-CONTINUING> (27,300)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,000)
<EPS-BASIC> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
<PAGE>
[LETTERHEAD]
Mr. Greg Etter
Vice President and General Counsel
Battle Mountain Gold Company
333 Clay Street, Suite 4200
Houston, Texas 77002-4103
Dear Mr. Etter:
In accordance with Section 3006(b) of Public Law 106-31, the Record of Decision
for the Crown Jewel Mine Project is hereby reinstated.
Sincerely,
/s/ James R. Lyons Date: 5/27/99
- ----------------------------------- -----------------
James R. Lyons
Under Secretary
Natural Resources and Environment
Department of Agriculture
/s/ Charles R. Rawls Date: 5/27/99
- ----------------------------------- -----------------
Charles R. Rawls
General Counsel
Department of Agriculture
/s/ Sylvia V. Baca Date: May 28 1999
- ----------------------------------- -----------------
Sylvia Baca
Acting Assistant Secretary
Land and Minerals Management
Department of the Interior
/s/ John D. Leshy Date: May 27, 1999
- ----------------------------------- -----------------
John D. Leshy
Solicitor
Department of the Interior
