<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________________
Commission file number 0-31986 (82-689)
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GLAMIS GOLD LTD
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(Exact name of Registrant as specified in its charter)
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<CAPTION>
British Columbia, Canada None
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<S> <C>
(Jurisdiction of incorporation or organization) (IRS Employer Identification No.
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5190 Neil Road, Suite 310, Reno, Nevada 89502
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(Address of Principal Executive Offices)
775-827-4600
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(Registrant's telephone number, including area code)
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 180 days. Yes [X] No [ ].
The number of shares outstanding of the Registrant's common stock, as of
November 10, 1999, was 69,864,832.
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GLAMIS GOLD LTD.
INDEX
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Page
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Part I Financial Statements
Item 1. Financial Statements 3
Consolidated Balance Sheets as at September 30, 1999 and
December 31, 1998 3
Consolidated Statements of Operations for the three months and nine
months ended September 30, 1999 and 1998 4
Consolidated Statements of Retained Earnings for the three months
and the nine months ended September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows for the three months and the
nine months ended September 30, 1999 and 1998 5
Notes to Interim Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Item 3. Qualitative and Quantitative Disclosures About Market Risk 15
Part II Other Information 15
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
Exhibit Index 17
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[Part 1 -- Item 1]
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars)
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<CAPTION>
SEPTEMBER 30, December 31,
1999 1998
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<S> <C> <C>
ASSETS
Cash $ 30,242 $ 26,170
Other current assets (note 3) 24,302 12,048
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Current assets 54,544 38,218
Plant and equipment and mine development costs, net 112,810 79,655
Other assets 8,626 1,288
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$ 175,980 $119,161
==========================================================================================
LIABILITIES
Current liabilities $ 9,087 $ 4,062
Long term liabilities 17,377 4,740
SHAREHOLDERS' EQUITY
Share capital (note 5):
Authorized:
200,000,000 common shares without par value
5,000,000 preferred shares, $10 par value,
Issuable in Series
Issued and fully paid:
69,150,632 common shares (1998 -- 38,860,612) 157,639 109,587
Contributed surplus 63 63
Cumulative translation adjustment 69 --
Retained earnings (deficit) (8,255) 709
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149,516 110,359
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$ 175,980 $119,161
==========================================================================================
</TABLE>
Prepared by Management without audit
Approved by the Directors:
/s/ C. KEVIN McARTHUR /s/ A. DAN ROVIG
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C. Kevin McArthur A. Dan Rovig
Director Director
3
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in thousands of U.S. dollars)
(Except per share amount)
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<CAPTION>
Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Revenue from production $ 15,683 $ 8,244 $38,427 $ 25,388
Cost of production 12,303 5,535 33,867 16,998
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3,380 2,709 4,560 8,390
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Expense
Depreciation & depletion 4,625 2,164 9,050 6,694
Reclamation 321 99 711 350
Selling, general, administration 2,317 600 4,614 1,946
Exploration 143 28 2,104 35
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7,406 2,891 16,479 9,025
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Earnings (loss) from operations (4,026) (182) (11,919) (635)
Interest expense 96 (36) 266 61
Other (income) expense (271) (452) (1,919) (1,345)
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Earnings (loss) before income taxes (3,851) 306 (10,266) 649
Provision for (benefit from) income taxes (890) 101 (1,302) 241
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Net earnings (loss) $(2,961) $ 205 (8,964) $ 408
===================================================================================================================
Earnings (loss) per share $( 0.04) $ 0.00 $ (0.14) $ 0.01
===================================================================================================================
</TABLE>
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
(Expressed in thousands of U.S. dollars)
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Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Retained earnings (deficit) beginning of period $(5,294) $ 2,919 $ 709 $ 2,716
Beginning of period
Net earnings (loss) (2,961) 205 (8,964) 408
Dividends -- -- -- --
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Retained earnings (deficit) end of period $(8,255) $ 3,124 $(8,255) $ 3,124
</TABLE>
4
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
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Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net earnings (loss) $ (2,961) $ 205 $(8,964) $ 408
Adjustment for items not affecting
Working capital 5,473 2,310 12,340 7,030
Net changes in non-cash
Working capital (4,282) 676 (6,682) 2,706
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NET CASH PROVIDED BY (USED IN) OPERATIONS $ (1,770) 3,191 (3,306) 10,144
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CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES*
Capital expenditures 2,931 (1,776) (5,830) (7,170)
Business acquisition (2,861) -- 7,908 --
Other assets (42) -- 3,247 175
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NET INVESTMENT ACTIVITIES 28 (1,776) 5,325 (6,995)
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CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Stock issues 347 106 1,134 180
Cumulative translation adjustment (28) (189) 69 (250)
Contracts Payable (42) -- 850 --
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NET FINANCING ACTIVITIES 277 (83) 2,053 (70)
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Increase (decrease) in cash (1,465) 1,332 4,072 3,079
Cash, beginning of period 31,707 28,660 26,170 26,913
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Cash, end of period $ 30,242 $29,992 $30,242 $ 29,992
===================================================================================================================
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*NON-CASH INVESTING ACTIVITIES
The acquisition of all issued and outstanding shares of Rayrock Resources
Inc., for consideration as follows:
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<S> <C>
Calculated fair value of assets received $ 94,941
Less: cash and actual plus estimated transaction costs at September 30, 1999 $ 48,022
--------
Consideration paid through the issuance of common shares $ 46,919
========
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GLAMIS GOLD LTD.
Notes to Interim Consolidated Financial Statements
(tables expressed in thousands of U.S. dollars)
Nine months ended September 30, 1999
1. GENERAL
In the opinion of management, the accompanying unaudited consolidated balance
sheet and consolidated statements of operations, consolidated statements of
retained earnings and consolidated statements of cash flows contain all
adjustments, consisting only of normal recurring accruals, necessary to present
fairly, in all material respects, the financial position of Glamis Gold Ltd.
(the "Company") as of September 30, 1999 and December 31, 1998 and the
consolidated results of its operations and its cash flows for the three months
and nine months ended September 30, 1999 and 1998. The results of operations for
the nine months ended September 30, 1999 are not necessarily indicative of the
results to be expected for the entire year.
These unaudited interim financial statements should be read in conjunction with
the Company's audited consolidated financial statements and related footnotes
included in the Company's annual report filed on Form 10-K for the year ended
December 31, 1998. Certain of the comparative figures have been reclassified to
conform with the current period's presentation.
The financial statements are prepared in accordance with accounting principles
generally accepted in Canada which conform, in all material respects, with
accounting principles generally accepted in the United States, except as
described in note 6 hereof.
2. ACQUISITION OF RAYROCK RESOURCES INC.
In March 1999, the Company completed the acquisition of 100% of the issued and
outstanding shares of Rayrock Resources Inc. ("Rayrock"), an Ontario
corporation. The Company issued 29,277,820 common shares and paid Cdn.
$52,883,007 (approximately U.S. $35.0 million) in connection with the
acquisition. The acquisition was accounted for as a purchase and accordingly the
financial statements presented herein reflect the consolidated position of the
Company, including Rayrock, as at September 30, 1999 but only include the
operating results of the acquired operations for the period March-September
1999.
3. OTHER CURRENT ASSETS
Included in other current assets are the following inventories:
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SEPTEMBER 30, 1999 December 31, 1998
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<S> <C> <C>
Finished goods $ 9,020 $ 4,048
Work-in-progress 7,288 5,835
Supplies and spare parts 2,882 746
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$19,190 $10,629
======= =======
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6
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4. SHARE CAPITAL
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Nine Months ended Nine Months ended
September 30, 1999 September 30, 1998
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# OF SHARES Amount (in 000's) # of shares Amount (000's)
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<S> <C> <C> <C> <C>
Issued and fully paid:
Balance at beginning of period 38,860,612 $109,587 31,222,707 $ 89,650
Issued during the period:
For cash consideration under
the terms of Directors' and
Employee's stock options 1,012,200 1,133 23,000 74
Pursuant to agreement to
Acquire remaining 40%
Interest in La Cieneguita 25,000 106
-- --
Issued upon acquisition of Rayrock
(see note 2) 29,277,820 46,919 -- --
---------- -------- ---------- --------
Balance at End of Period 69,150,632 $157,639 31,270,707 $ 89,830
========== ======== ========== ========
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5. SEGMENT REPORTING
As at September 30, 1999 and for the nine months ended September 30, 1999
(in thousands of dollars)
(a) Operating segments:
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Exploration and
Producing Mines Development
Gold Copper Properties Corporate Total
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<S> <C> <C> <C> <C> <C>
1999
Revenue $ 31,293 $ 6,912 $ 222 $ -- $ 38,427
Earnings (loss) from operations $ (2,085) $ (4,371) $ ( 849) $ (4,614) $(11,919)
Net earnings (loss) $ (773) $ (4,382) $ ( 849) $ (2,960) $ (8,964)
Identifiable assets $ 70,177 $ 28,184 $ 41,188 $ 36,431 $175,980
1998
Revenue $ 25,388 $ -- $ -- $ -- $ 17,144
Earnings (loss) from operations $ 1,346 $ -- $ (35) $ (1,946) $ (635)
Net earnings (loss) $ 1,346 $ -- $ (35) $ (903) $ 408
Identifiable Assets $ 45,972 $ -- $ 19,655 $ 35,097 $ 100,724
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(b) Geographic Information:
North America Central & South America Total
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1999
Revenue $ 31,515 $ 6,912 $ 38,427
Earnings (loss) from operations $ (7,374) $ (4,545) $(11,919)
Identifiable Assets $121,013 $ 54,967 $175,980
</TABLE>
As at September 30, 1998 and for the nine months then ended, all revenues,
earnings and identifiable assets were in North America.
7
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6. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
Accounting in these interim consolidated financial statements under Canadian and
United States generally accepted accounting principles is substantially the same
except for accounting for income taxes and investments in equity securities.
However, these differences have no material effect on the amounts presented in
the consolidated financial statements as at September 30, 1999 or December 31,
1998, or for the three months and nine months ended September 30, 1999 or 1998.
ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FINANCIAL REVIEW
Glamis Gold Ltd. (the "Company") continues to focus on being a quality, cost
effective gold producer. With the gold the price for the third quarter of 1999
averaging $259 ($273 for nine months) the Company continued to emphasize its
cost containment programs at all locations.
The Company is actively seeking growth opportunities. In March 1999 the Company
acquired Rayrock Resources Inc. ("Rayrock") (refer to note 2 to the Financial
statements). The acquisition added three operating gold mines to the Company
with expected annual output of over 100,000 ounces of gold to Glamis' Account as
well as the Ivan copper mine in Chile. (The Ivan mine was sold on October 29,
1999 for US$21 million.)
As noted previously, the financial statements of the Company reflect the
acquisition of Rayrock effective March 1999. Accordingly, the Company's
consolidated balance sheet includes the assets and liabilities of Rayrock as at
September 30, 1999. However, the Company's statement of operations reflects a
complete nine months for the Glamis operation, but only seven months
(March-September 1999) of the newly acquired operations. Certain of the
information provided below is not reflected in the financial statements, but is
provided to inform readers of the performance of the various properties both
prior to and subsequent to the acquisition date.
The Company reported a loss for the nine months ended September 30, 1999 of
$8.96 million ($0.14 per share) compared to earnings of $0.4 million ($0.01 per
share) in the first nine months of 1998. The difference is primarily
attributable to a $4.4 million loss from the Ivan mine, $1.0 million from
decreased production and higher costs at Rand, as well as $1.0 million reduction
in profits resulting from the decline in the realized price in gold. Selling,
general and administrative activities were $2.7 million greater during the first
nine months of 1999 as compared to same period in 1998. The increase is
attributable to staffing changes, relocation and consolidation of corporate
functions in the Reno office as well as a $866,000 restructuring charge taken in
the third quarter. Other income was positively affected by sales of several
investment securities during the first nine months of 1999.
Losses for the third quarter of 1999 were $2.96 million compared to a loss of
$0.1 million in 1998. The Ivan mine lost an additional $1.3 million in the third
quarter. Increases in depreciation and depletion of $2.5 million are a result of
on-going re-assessment of the acquired Nevada properties. The increase in
selling, general and administrative ($1.7 million) was affected by the
restructuring charge of $866,000 in the quarter. These
8
<PAGE> 9
losses were offset by improvements in the total costs of production (see
production tables).
LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of $45.5 million at September 30, 1999, an
increase of $11.3 million from December 31, 1998. Long term liabilities were
$17.4 million at September 30, 1999 compared to $4.7 million at December 31,
1998. This increase is due almost entirely to reclamation reserves and deferred
taxes attributable to the Rayrock acquisition. The Company continues to have no
long-term debt.
During the third quarter the sale of the Imperial shovel for $7.0 million and
other miscellaneous disposals offset capital expenditures of $4.1 million at
other units. The major capital expenditures were $0.5 mine development at Ivan,
$1.0 million for deferred stripping at Rand, $1.4 million for the underground
project at the Dee mine and $1.4 million at San Martin project. The San Martin
project feasibility study was approved by the Board of Directors on October 06,
1999. The third quarter expenditures were for land acquisition, preparation of
the feasibility study, engineering and metallurgical test work. All capital
expenditures were financed from the Company's working capital.
During the first nine months of 1999 the Company's operations used $3.3 million
in cash. $2.5 million was used at Ivan, while the Company's gold operations
contributed $3.3 million. The significant differences in cash used are
attributable to an increase in work-in-process inventories at Rand ($0.5
million), Marigold ($0.6 million) and Daisy ($0.6 million) and an increase in
finished goods inventory reflecting gold ounces being leased out or in process
at the refineries, ($5.0 million). Materials and supplies inventories increased
by $2.1 million over the nine-month period, attributable to the addition of four
mines. Positive changes resulted from increases in accounts payable, contracts
and royalties payable ($3.2 million) and a decrease in accounts receivable ($0.6
million). Lower gold ($273 average for the nine months) and copper prices
continue to negatively impact cash flows. Comparative production highlights of
the first three quarters of 1999 and 1998 respectively are as follows:
PRODUCTION/REVENUE DATA
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For comparative purposes only
Nevada gold properties
GLAMIS GOLD LTD. acquired from Rayrock
NINE MONTHS ENDED Nine months ended
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SEPTEMBER 30, September 30, September 30, September 30,
1999(1) 1998 1999 1998
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<S> <C> <C> <C> <C>
Gold Ounces produced 110,582 81,118 131,787 74,398
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Average revenue per ounce $ 285 $ 313 $ 292 $ 302
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Average Market price
Per ounce $ 273 $ 294 $ 273 $ 294
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Total cash cost per ounce $ 233 $ 214 $ 234 $ 247
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Total prod. Cost per ounce $ 307 $ 296 $ 304 $ 305
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</TABLE>
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(1) includes the results of the Nevada properties' operations for seven months
March-September 1999.
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<TABLE>
<CAPTION>
For comparative purposes only
Nevada gold properties
GLAMIS GOLD LTD. acquired from Rayrock
THREE MONTHS ENDED Three months ended
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SEPTEMBER 30, September 30, September 30, September 30,
1999(1) 1998 1999 1998
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<S> <C> <C> <C> <C>
Gold Ounces produced 41,574 26,185 41,574 27,133
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Average revenue per ounce $ 300 $ 315 $ 300 $ 295
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Average Market price
Per ounce $ 259 $ 289 $ 273 $ 294
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Total cash cost per ounce $ 207 $ 213 $ 207 $ 245
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Total prod. Cost per ounce $ 287 $ 270 $ 287 $ 300
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</TABLE>
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(1) includes the results of the Nevada properties' operations acquired in March
1999.
OPERATIONS REVIEW
MINE PRODUCTION
(Note: The Marigold, Dee and Daisy properties were acquired in March 1999 as
part of the Company's acquisition of Rayrock (see note 2).
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<CAPTION>
NINE MONTHS ENDED Nine months ended
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SEPTEMBER 30, September 30, September 30, September 30,
1999 1999 Gold 1998 Cash 1998 Gold
MINE TOTAL CASH COST OF ounces cost of ounces
OF PRODUCTION produced production produced
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<S> <C> <C> <C> <C>
Picacho $ 173 5,497 $ 144 14,461
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Rand $ 248 39,149 $ 229 65,141
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Marigold (2) (1) $ 224 (1) 35,208 $ 236 34,892
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Daisy (3) (1) $ 204 (1) 20,778 $ 234 14,657
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Dee (1) $ 253 (1) 30,321 $ 270 24,849
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</TABLE>
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(1) The Company's share of this production (March-September 1999 only) totals
23,651 ounces from Marigold, 18,420 ounces from Daisy and 23,031 ounces from
Dee; total cash costs are based on March-September 1999 only. 1998 data on
Marigold, Dee and Daisy for information only.
(2) Marigold is 66.7% owned.
(3) Daisy was owned 35% January-June 1998 and 100% thereafter.
<TABLE>
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NINE MONTHS ENDED Nine months ended
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SEPTEMBER 30, September 30, September 30, September 30,
1999 1999 Gold 1998 Cash 1998 Gold
MINE TOTAL CASH COST OF ounces cost of ounces
OF PRODUCTION produced production produced
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<S> <C> <C> <C> <C>
Picacho $ 135 1,797 $ 129 4,019
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Rand $ 251 11,874 227 21,740
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Marigold (2) $ 180 9,681 245 (1) 10,459
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Daisy (3) $ 120 9,762 215 (1) 9,226
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Dee $ 292 8,460 279 (1) 7,448
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</TABLE>
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(1) 1998 data on Marigold, Dee and Daisy for information only.
(2) Marigold is 66.7% owned.
(3) Daisy was owned 35% in January-June 1998 and 100% thereafter.
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PICACHO MINE, CALIFORNIA
Reclamation continues as well as final gold production. 1,797 ounces were
produced in the third quarter of 1999 and 5,497 year to date. Picacho is
expected to produce approximately 1,100 ounces of gold in the last quarter of
1999.
RAND MINE, CALIFORNIA
The production shortfalls anticipated in the budget continue at Rand though
slightly larger than expected. The mine produced 39,149 ounces for the nine
months ended September 30, 1999 compared to 65,141 ounces produced for a
comparable period in 1998. The planned major stripping program has impacted
ounces year-to-date, but production is increasing steadily in the fourth
quarter. Production is anticipated at 64,000 ounces for the entire year.
MARIGOLD MINE, NEVADA
The 66.7%-owned Marigold Mine acquired in March as part of the Rayrock
acquisition, is an open-pit mine in central Nevada at the north end of the
Battle Mountain-Eureka Trend. Glamis is the operator at Marigold. Seven months
of production for Glamis' account from Marigold totaled 23,651 ounces of gold.
Marigold performance continues to improve as the third quarter production of
9,681 ounces is expected to increase to close to 12,000 in the fourth quarter.
DEE MINE, NEVADA
The Dee Mine was also acquired as part of the Rayrock acquisition. This open-pit
mine is located along the Carlin Trend in northeast Nevada, five miles north of
the Barrick Goldstrike property. On April 15, 1999, the Company approved a $3.4
million underground development program. Third quarter development remained
behind plan in bringing the North Underground project into production. Open pit
operations continued to concentrate on stripping of the Ultimate DX pit. Gold
production continues to be off plan with 8,460 ounces produced in the third
quarter (23,031 for the seven months of Glamis' ownership). At the end of
October, the contract with the existing underground mining contractor was
terminated and a contract with a new contractor is being negotiated. The Company
expects a cessation of underground mining of approximately three weeks and
anticipates production of approximately 9,700 ounces during the balance of 1999.
DAISY MINE, NEVADA
The third Nevada property acquired from Rayrock, the Daisy Mine, is an open-pit
mine in Nye County, Nevada. Daisy's production for the third quarter (9,762
ounces) was slightly less than expected. The first seven months (production of
18,420 ounces) were negatively impacted by operations in the Mother Lode pit
which was subsequently abandoned. Production has been increasing and a total of
31,000 ounces should be produced for Glamis during 1999. Mining at Daisy is
expected to be completed in the fourth quarter with a decision whether to
develop the nearby Reward deposit expected in the first quarter of 2000.
IMPERIAL PROJECT, CALIFORNIA
The Company continues to seek government permits to allow development of the
Imperial Project. Completion of an Environmental Impact Statement and final
decision by the Bureau of Land Management on Imperial's permit submittals are
expected in the first half of 2000.
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CIENEGUITA PROJECT, MEXICO
Heap rinsing continued in September and will continue as required based on
samples of heap residues taken during the month. Reclamation of the mine is
complete; additional work is required at the process facility.
MINA IVAN, CHILE
The Ivan Mine is a copper mine acquired in the Rayrock transaction. Ivan is
located in the coastal range of northern Chile, approximately 40 kilometers
north of the major port city of Antofagasta. Mining at Ivan has been from
underground and open-pit workings. Early in the second quarter the Company
determined that the sale of Ivan was in the best interests of the Company, as
copper production is not deemed to be in line with the Company's long-term
objectives. Subsequently, on October 29, 1999, the companies that hold the
Chilean copper assets (Minera Rayrock Limitada and Minera Dona Isabel) were sold
for $21 million.
SAN MARTIN PROJECT, HONDURAS
The feasibility study was completed and approved by the Board of Directors on
October 06, 1999. The Company has commenced certain activities and will enter
the construction phase in late fourth quarter subject to delivery of the final
permits. The project is expected to have initial capital expenditures of $27
million and produce gold at a total cost of $210 per ounce.
CERRO BLANCO PROJECT, GUATEMALA
Evaluation of the data from the exploration and drilling programs in the second
quarter led to approval of an additional program which began in October 1999.
The drilling program is expected to be completed by year-end. Results of the
metallurgical testing are expected during the fourth quarter of 1999, at which
time a scoping study will begin.
EXPLORATION ACTIVITIES
Exploration expense was only $143,000 for the third quarter. This was limited to
certain exploration at or near the Company's Nevada operations, as well as
certain exploration properties in Central America. Exploration work at San
Martin and Cerro Blanco is capitalized.
OTHER MATTERS
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date sensitive systems may recognize the
year 2000 as 1900 or some other date resulting in errors when information-using
year 2000 dates is processed. In addition similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000, and if not addressed, the impact on certain operations and
financial reporting may range from minor errors to significant systems failure,
which could affect an entity's ability to conduct normal business operations. It
is not possible to be totally certain that all aspects of the Year 2000 issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved. The Company is
continuously identifying and managing the risks of its business, including the
potential impact of Year 2000-related problems.
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<PAGE> 13
The Company has identified four main areas where it has potential exposure to
Year 2000-related problems.
a) Basic Critical Mine Operating Areas dependent on service providers
(such as utilities). Our normal operating plans always provide for
emergency measures such as in the case of power interruption, and
these issues have been addressed and are not considered to present
unmanageable risk to the Company.
b) Basic Suppliers to the Mining Operations. These include consumables as
well as equipment suppliers. This is the area where there is ongoing
contact with providers where a deemed "critical" supply or piece of
equipment is involved but whose performance has not yet been
satisfactorily "assured" to us. This does not imply that we will have
a problem, only that we have identified something where we could have
a problem and have asked the supplier for more information so we may
address the issue. This is ongoing and we have complete cooperation
from our suppliers. We have also recently completed identification of
secondary sources of supplies which already conform and who can be
utilized if necessary. Our on-going supplier/vendor assessment was
completed in the third quarter of 1999. We do not consider ourselves
at undue risk from any supplier or provider in this area.
c) Product security risks: risks regarding production, shipment, storage
or sales. These risks can be mitigated by the Company, and are on a
normal basis. We feel confident that we are not at risk from Year 2000
problems in these areas at this time.
d) Financial and Accounting Transactions and Recordkeeping. The Company
believes its recordkeeping and reporting systems are already
compliant. The Company has state-of-the-art systems already in place
using relational technology. All network serves have been certified
compliant by their manufacturer. The Company has planned additional
software upgrades, which will underscore the readiness of the system.
Due to the nature of the Company's business, there are few
interconnects and interdependencies to be of concern. The Company's
communications with financial counterparts have satisfied us as the
safety of our normal transactions with them. We anticipate no
extraordinary measures outside of the normal diligence exercised in
transacting financial operations and placing our investments due to
Year 2000-related issues at this time.
As noted at December 31, 1998, the Company has incurred limited Year
2000-specific costs. Due to the consolidation and centralization of the
Company's accounting and reporting functions and the related work done at the
operations, hardware and software upgrades and additions were ongoing in 1998
and to date in 1999. Because these systems have only recently been installed or
upgraded to ensure network compatibility, they were already certified as Y2K
compliant. The planned additional software upgrades involve upgrading the
network to Windows NT to more effectively serve all users. We have not
considered these costs, all of which were capitalized, to be Year 2000 driven.
The latest additions to our information system resulting from our acquisition of
Rayrock in March have all been tested and upgraded where necessary. The Nevada
operations accounting software has been certified Y2K compliant. These systems
(using MAS 90 software) are planned to be switched over to the corporate office
system during the first half of 2000.
13
<PAGE> 14
Because the Company operates primarily basic heap leach operations, (refer to
the annual report at December 31, 1998 on Form 10-K for a complete description
of the process) we consider the material risks to be those described in detail
above. We do not expect a material impact on costs nor on revenues from any Year
2000-related issues identified by us at this time.
FORWARD-LOOKING STATEMENTS
Certain of the information contained herein constitutes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and other applicable laws or regulatory policies. Such forward-looking
statements, involve known and unknown risks, uncertainties and other factors
which may cause the actual results to be materially different from any future
results, performance or achievements expressed or implied by such forward
looking statements. Such factors, include, among others, the actual results of
current exploration activities, conclusions of economic analyses now underway,
changes in project parameters as plans continue to be refined, future prices for
gold and other mineral commodities, estimated future production and costs of
production, as well as those factors discussed in the section entitled "Other
Considerations" in the Company's Form 10-K. Although the Company has attempted
to identify important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements.
ITEM 3 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
As noted in Item 7 "Other Risks" in the Company's annual report on Form 10-K for
the year ended December 31, 1998, the Company is subject to changes in metals
and prices, which directly impact its profitability and cash flows. Because the
markets in which the Company sells its products set prices outside of the
Company's control, the Company believes it is important to reduce the impact of
negative price movements through hedging transactions. These hedging
transactions utilize so-called "derivatives", the value of which is "derived"
from movements in the prices or rates associated with the underlying product.
The Company's hedging policy attempts to protect the Company's production by use
of forward contracts, spot deferred contracts, and options, in any combination.
The Company continuously monitors its position with respect to the unrealized
gains and losses and to ensure compliance with Company policy.
The Company also invests cash balances in short-term investments, which are
subject to interest rate fluctuations. Because these investments are in highly
liquid, short-term instruments, any impact of an interest rate change will not
be material.
The table below sets forth the positions of the Company at September 30, 1999
and December 31, 1998. Fair values are estimated based on market quotations of
the variables based on expected maturity date.
14
<PAGE> 15
<TABLE>
<CAPTION>
Positions as at December 31, 1998
(in thousands of U.S. dollars unless indicated)
- -----------------------------------------------------------------------------------------------------
Assets: Derivatives: Gold Put Gold Call Gold Call
Short-term Gold Forward Options Options Options
Investments Sales Purchased Sold Purchased
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Maturity 1999
Investments $23.0 million -- -- -- --
Ounces -- 3,000 -- 10,000 --
Average
price per
ounce -- $ 294 -- $ 310 --
Fair Market
Value $23.0 million $ 17.0 -- Nil --
- -----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Positions as at September 30, 1999
(in thousands of U.S. dollars unless indicated)
- -----------------------------------------------------------------------------------------------------
Assets: Derivatives: Gold Put Gold Call Gold Call
Short-term Gold Forward Options Options Options
Investments Sales Purchased Sold Purchased
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Maturity 1999
Investments $28.0 million -- -- -- --
Ounces -- 23,800 9,500 37,500 3,600
Average
price per
ounce -- $278 $270 $286 $310
Fair Market
Value $28.0 million $(503.1) Nil $(487.5) $21.6
- -----------------------------------------------------------------------------------------------------
Maturity 2000
Investments -- -- -- -- --
Ounces -- 58,000 36,000 19,000 --
Average
price per
ounce -- $285 $275 $275 --
Fair Market
Value -- $(870.0) Nil $(475.0) --
- -----------------------------------------------------------------------------------------------------
Maturity 2001
Investments -- -- -- -- --
Ounces -- -- -- 60,000 --
Average
price per
ounce -- -- -- $295 --
Fair Market
Value -- -- -- $(600.0) --
- -----------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE> 16
PART 11 - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS: None
ITEM 2 CHANGES IN SECURITIES: None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES: None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: None
ITEM 5 OTHER INFORMATION: None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K:
a) Exhibits
<TABLE>
<S> <C>
Exhibit Number Exhibit Description
27 Financial Data Schedule
</TABLE>
b) Reports on Form 8-K: None
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GLAMIS GOLD LTD.
(registrant)
Date: November 12, 1999 /s/ CHERYL S. MAHER
----------------------------------------
Cheryl S. Maher
Treasurer
(Principal Accounting and Financial
Officer)
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GLAMIS GOLD
LTD. CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 30,242
<SECURITIES> 0
<RECEIVABLES> 4,642
<ALLOWANCES> 0
<INVENTORY> 19,190
<CURRENT-ASSETS> 54,544
<PP&E> 314,692
<DEPRECIATION> 201,882
<TOTAL-ASSETS> 175,980
<CURRENT-LIABILITIES> 9,087
<BONDS> 0
0
0
<COMMON> 157,639
<OTHER-SE> (8,123)
<TOTAL-LIABILITY-AND-EQUITY> 175,980
<SALES> 38,427
<TOTAL-REVENUES> 38,427
<CGS> 33,867
<TOTAL-COSTS> 50,346
<OTHER-EXPENSES> (1,919)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 266
<INCOME-PRETAX> (10,266)
<INCOME-TAX> (1,302)
<INCOME-CONTINUING> (8,964)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,964)
<EPS-BASIC> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
