<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(x) Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1995
or
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ____ to ____
Commission File Number 1-9569
FMC Gold Company
----------------
(Exact name of registrant as specified in its charter)
Delaware 88-0226676
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5011 Meadowood Way, Reno, Nevada 89502
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
(702) 827-3777
--------------
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 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class September 30, 1995
- --------------------------------------- ------------------
Common Stock, par value $0.01 per share 73,484,395
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Page 1
PART 1 - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
FMC Gold Company
- ----------------
Consolidated Statements of Income (Unaudited)
- ---------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
------------------- --------------------
1995 1994 1995 1994
------- ------- -------- -------
<S> <C> <C> <C> <C>
Sales $14,388 $11,928 $ 33,230 $52,077
Costs and expenses
Cost of sales 13,513 13,336 33,501 44,030
Exploration costs 2,903 3,890 9,312 10,280
Selling, general and administrative expenses 1,644 1,845 4,058 4,766
------- ------- -------- -------
Total costs and expenses 18,060 19,071 46,871 59,076
Loss before interest and taxes (3,672) (7,143) (13,641) (6,999)
Interest income 1,315 2,210 4,560 6,587
------- ------- -------- -------
Loss before income taxes (2,357) (4,933) (9,081) (412)
Provision (benefit) for income taxes (3,811) (173) (3,811) 25
------- ------- -------- -------
Net income (loss) $ 1,454 $(4,760) $ (5,270) $ (437)
======= ======= ======== =======
Earnings (loss) per common share $ 0.02 $ (0.06) $ (0.07) $ (0.01)
======= ======= ======== =======
Number of common shares used in earnings per share computations 73,484 73,484 73,484 73,484
======= ======= ======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Page 2
FMC Gold Company
- ----------------
Consolidated Balance Sheets
- ---------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
September 30
1995 December 31
Assets (Unaudited) 1994
- ------ ------------ -----------
<S> <C> <C>
Current assets:
Cash $ 30 $ -
Loans due from FMC Corporation 82,000 120,326
Amounts due from FMC Corporation 117 -
Trade receivables, net 1,751 1,496
Inventories (Note 2) 14,684 5,621
Other current assets 1,677 1,558
-------- --------
Total current assets 100,259 129,001
-------- --------
Property, plant and equipment at cost 320,727 298,919
Less accumulated depreciation 203,020 197,652
-------- --------
Net property, plant and equipment 117,707 101,267
Other assets 5,783 4,821
-------- --------
Total assets $223,749 $235,089
======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Outstanding checks in excess of bank balances $ - $ 1,940
Accounts payable, trade and other 9,548 11,110
Accrued and other liabilities 10,748 9,025
Amounts due to FMC Corporation - 594
Income taxes payable 1,927 1,919
-------- --------
Total current liabilities 22,223 24,588
-------- --------
Other long-term liabilities 10,674 14,379
Stockholders' equity:
Preferred stock, $1.00 par value, authorized
100,000 shares; none issued or outstanding - -
Common stock, $0.01 par value, authorized 150,000,000
shares; issued and outstanding 73,484,395 shares 735 735
Capital in excess of par value 68,609 68,609
Retained earnings 121,508 126,778
-------- --------
Total stockholders' equity 190,852 196,122
-------- --------
Total liabilities and stockholders' equity $223,749 $235,089
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Page 3
FMC Gold Company
- ----------------
Consolidated Statements of Cash Flows (Unaudited)
- -------------------------------------------------
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months
Ended September 30
---------------------
1995 1994
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (5,270) $ (437)
-------- --------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Provision for depreciation and amortization 13,339 9,476
(Increase) decrease in assets:
Trade receivables (255) 254
Inventories (9,063) 870
Amounts due from FMC Corporation (117) (1,390)
Other current assets (119) (96)
(Decrease) increase in liabilities:
Accounts payable, trade and other (1,562) 1,644
Accrued and other liabilities 1,723 (3,358)
Amounts due to FMC Corporation (594) (1,069)
Income taxes payable 8 (861)
Other long-term liabilities (3,705) 2,142
-------- --------
Net cash provided by (used in) operating activities $ (5,615) $ 7,175
======== ========
Cash flows from investing activities:
Capital spending (31,248) (24,680)
Disposal of property, plant and equipment, net 1,469 162
(Increase) in other assets (962) (4,102)
-------- --------
Net cash used in investing activities (30,741) (28,620)
-------- --------
(Decrease) in cash and cash equivalents (36,356) (21,445)
Cash and cash equivalents, beginning of period 118,386 166,784
-------- --------
Cash and cash equivalents, end of period $ 82,030 $145,339
======== ========
</TABLE>
Supplemental disclosure of cash flow information:
- ------------------------------------------------
Cash and cash equivalents consist of cash and loans due from FMC Corporation
less outstanding checks in excess of bank balances.
See accompanying notes to consolidated financial statements.
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Page 4
FMC Gold Company
- ----------------
Notes to Consolidated Financial Statements (Unaudited)
- ------------------------------------------------------
Note 1: Financial Information and Accounting Policies
- ------------------------------------------------------
The consolidated balance sheet of FMC Gold Company and its subsidiaries ("FMC
Gold" or the "company") at September 30, 1995, and the related consolidated
statements of income and of cash flows for the interim periods ended September
30, 1995 and 1994 have been reviewed by the company's independent accountants.
The review is discussed more fully in their report included herein. In the
opinion of management, such financial statements have been prepared in
conformity with generally accepted accounting principles and reflect all
adjustments necessary for a fair statement of the results of operations for the
interim periods. All such adjustments are of a normal recurring nature. The
results of operations for the three-month and nine-month periods ended September
30, 1995 and 1994 are not necessarily indicative of the results of operations
for the full year.
The accounting policies followed by the company are set forth herein and in Note
1 to the company's financial statements in the 1994 FMC Gold Company Annual
Report, which is incorporated by reference in the company's 1994 Annual Report
on Form 10-K.
Revenue recognition - accounting policy
- ---------------------------------------
Revenue is generally recognized upon shipment of gold or silver dore to third
parties.
Note 2: Inventories
- --------------------
Inventories included in current assets were:
<TABLE>
<CAPTION>
(In Thousands)
September 30 December 31
1995 1994
------------ -----------
<S> <C> <C>
Gold and silver dore $ 366 $ 279
Work in process 11,255 2,730
Materials and supplies 3,063 2,612
------- ------
$14,684 $5,621
======= ======
</TABLE>
Gold and silver inventories are in the form of dore which is suitable for
delivery to precious metal treatment facilities. These inventories are
generally sold to and further processed by these facilities into forms suitable
for end uses.
Note 3: Accounting Standard To Be Adopted
- ------------------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of"
will be adopted by the company effective January 1, 1996. SFAS No. 121
establishes criteria for recognizing, measuring and disclosing impairments of
long-lived assets. On the basis of initial assessments, and pending the outcome
of the auction process described in Note 4 below, the company does not expect
the adoption of SFAS No. 121 to have a material impact on its consolidated
financial position or results of operations.
Note 4: Potential Sale of Company
- ----------------------------------
On September 12, 1995, the company announced that it has engaged the investment
banking firm of Wood Gundy Inc., Toronto, to act as its financial advisor in
connection with the possible sale of FMC Gold Company. Wood Gundy has begun
soliciting offers from a selected group of parties who have expressed an
interest. At this time, there can be no assurance as to whether any transaction
will result from the company's work with Wood Gundy or as to the value or timing
of any such transaction.
Note 5: Acquisition
- --------------------
In June 1994, the company agreed to purchase the remaining 14 percent interest
in the Beartrack joint venture from MINEX for $6.0 million, payable over time,
bringing the company's ownership in the property to 100 percent. The Beartrack
deposit, near Salmon, Idaho, contains approximately one million ounces of proven
and probable gold reserves. The property consists of a large scale heap-leach
operation with an expected seven year operating life. Production at Beartrack
began in July 1995.
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Page 5
Note 6: Commitments and Contingent Liabilities
- -----------------------------------------------
See Part II, Item 1 - "Legal Proceedings" for details regarding ongoing
litigation affecting the company.
In addition, in October 1995, the Department of Taxation of the State of Nevada
filed a claim against the company for Net Proceeds of Mine Tax of $1.5 million
related to Paradise Peak operations. In November 1995, the company expects to
enter into discussions with the State of Nevada regarding the basis for the
State's claim. The company is unable to predict the outcome of any such
discussions or whether it ultimately will pay any amounts to the State related
to this claim.
Note 7: Subsequent Event
- -------------------------
In early October 1995, the company entered into an agreement to sell its 100
percent interest in FMC Paradise Peak Corporation to Arimetco, Inc. Terms of
the sale require Arimetco to pay FMC Gold $4.0 million in the form of cash and a
note receivable, and assume all current reclamation liabilities, which are
estimated by the company at $5.5 million. The agreement is expected to close in
November 1995 but remains subject to certain conditions, including completion of
due diligence by Arimetco. Accordingly, the company can make no assurance that
the transaction will be consummated.
<PAGE>
Page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------
FINANCIAL CONDITION
-------------------
Cash to meet the company's operating needs, finance capital expenditures and
fund exploration activities was provided from existing cash reserves (including
loans due from FMC Corporation ("FMC")). Any cash generated in excess of these
requirements is loaned to FMC at varying maturities, repayable on demand. As of
September 30, 1995, loans to FMC totaled $82.0 million, and FMC's cash on hand
and available credit lines were more than adequate to allow for repayment of
these loans.
Known cash requirements for the remainder of 1995 are approximately $7.6 million
for planned capital expenditures, $1.4 million for exploration costs and $3.7
million for dividends (if declared), based on the current dividend rate. The
company expects to fund these requirements from existing cash and cash
equivalents (including loans due from FMC) and cash flow from operations. The
company believes any unexpected cash requirements could be funded through
borrowings.
Work in process inventory increased $8.5 million from December 31, 1994,
representing an accumulation of mining and processing costs associated with the
Beartrack mine.
On March 31, 1994, FMC increased its ownership interest in the company to 80
percent. Due to this increased ownership percentage, the company is now required
to be included in FMC's federal tax return for tax periods beginning April 1,
1994. Under a tax sharing agreement, the company pays to FMC amounts generally
equal to the tax the company would have been required to pay had it filed a
separate return, and FMC pays to the company amounts generally equal to any tax
benefits realized by virtue of the inclusion of the company in FMC's federal tax
return.
Third Quarter of 1995 Compared with Third Quarter of 1994
- ---------------------------------------------------------
Sales in the third quarter of 1995 were $14.4 million, $2.5 million higher than
last year's quarter, reflecting the start-up of the Beartrack mine. Realized
gold prices declined from $386 per ounce to $384 per ounce. Net income was $1.5
million, or $0.02 per share, compared with a net loss of $4.8 million, or $0.06
per share in 1994. Net income reflects $3.8 million of income tax benefits
associated with FMC's utilization of the company's net operating losses for
income tax purposes. The tax benefits were made available through the company's
tax sharing agreement with FMC. Before utilization of net operating loss
carrybacks, the company's effective tax rate for the period was zero.
Third quarter gold production increased 34 percent to 39,000 ounces compared
with 29,000 ounces in the third quarter of 1994, reflecting the start-up of the
Beartrack mine. Production at Beartrack totaled 13,000 ounces for its first
quarter of operation. The company's 30 percent share of production from the
Jerritt Canyon mine increased to 25,000 ounces as grades improved 20 percent.
Production from the Paradise Peak mine declined by 4,000 ounces to 1,000 ounces
as heap leach operations concluded in September.
Cost of sales increased one percent to $13.5 million for the period, reflecting
the added costs from the Beartrack mine, offset by the absence of Paradise Peak
costs. Costs at the Beartrack mine were $3.8 million for the quarter. Cost of
sales at the Jerritt Canyon mine was level with the prior year as lower cash
costs and a $0.7 million benefit reflecting changes in management's estimate of
depletion expenses offset a $1.0 million increase in other operating expenses.
Net exploration expense in the third quarter of 1995 was $2.9 million and
included continuing work on the El Penon project in northern Chile, further work
on the Rossi project on the Carlin Trend in Nevada, and exploration within the
vicinity of the Jerritt Canyon operating property. The company capitalized
approximately $0.8 million of drilling costs associated with the El Penon
project, reflecting the company's optimistic outlook on the viability of the
property.
<PAGE>
Page 7
Selling, general and administrative expenses were $0.2 million lower than the
year ago period due to cost reduction efforts and lower allocations from FMC.
Lower allocations, which are based on the company's sales as a percent of FMC's
sales, reflect decreased overhead costs incurred by FMC.
The company remains debt free with interest income of $1.3 million earned on
cash loaned to FMC. Interest income was $0.9 million lower than in 1994 due to
lower loan balances.
Nine Months of 1995 Compared With Nine Months of 1994
- -----------------------------------------------------
Sales in the first nine months of 1995 were $33.2 million compared with $52.1
million for the first nine months of 1994. Net loss was $5.3 million, or $0.07
per share, versus a 1994 net loss of $0.4 million or $0.01 per share.
Sales were $18.9 million, or 24 percent, lower than in 1994 due to decreased
production at all sites, except the Beartrack mine, where production began in
the third quarter of 1995. The company's 30 percent share of production from
the Jerritt Canyon mine decreased 3,000 ounces to 71,000 ounces as grades,
recoveries and mill throughput declined. Production at Paradise Peak was 30,000
ounces lower as residual heap leach production ended in September, 1995. The
Royal Mountain King mine was shutdown in July 1994.
Net losses increased due to lower production. The average realized price of
gold for the first nine months of 1995 was $383 per ounce, equal to the 1994
price. Exploration expense was $1.0 million lower than the 1994 level due to
the timing of spending and the capitalization of drilling costs at the El Penon
project. Cost of sales decreased by $10.5 million, or 24 percent, also
reflecting the net decrease in production as well as changes in depletion
estimates. Selling, general and administrative expenses decreased $0.7 million
to $4.1 million due to cost reduction efforts and lower allocations from FMC.
The net loss for the nine months of 1995 reflects $3.8 million of income tax
benefits described above.
Potential Sale of Company
- -------------------------
Refer to Note 4 to the company's consolidated September 30, 1995 financial
statements for a discussion of the potential sale of FMC Gold Company.
Beartrack
- ---------
The company's Beartrack mine began production in July of 1995.
During the second quarter of 1994, the company purchased put options and entered
into certain forward contracts in connection with future gold production
expected from the Beartrack property. The options were purchased for $4 million
and provide the company the right to sell gold at an agreed-upon price of $400
per ounce. The options are recorded in other assets and will be amortized in
accordance with production. The last option expires in 2001.
A subcontractor on the Beartrack project has made claims against the prime
contractor alleging overruns for work performed which exceeded the original
estimated costs for the project by approximately $8 million. These claims are
being disputed by the prime contractor. An arbitration of the subcontractor's
claims against the prime contractor, in which the company has agreed to
participate, is expected in early 1996. Additionally, the company has made, and
will make, claims against others for expenses resulting from delays in
completion of the project.
The company sought and obtained from the U.S. Army Corps of Engineers (the
"Corps") a permit authorizing dredging and filling of wetlands in connection
with construction of the Beartrack Mine under Section 404 of the Clean Water
Act. That permit was set to expire on October 11, 1994. On June 16, 1994, the
company sought an extension of the permit under applicable regulations. Under
those regulations, the filing of a request for extension operates to extend
the permit until the agency acts upon the request for extension. As of this
time, the Corps has not taken action upon the company's request.
See Part II, Item 1 - "Legal Proceedings" for details regarding ongoing
litigation involving the Beartrack property.
<PAGE>
Page 8
El Penon Project
- ----------------
FMC Gold Company's wholly owned subsidiary, Minera FMC Limitada, has identified
significant gold and silver mineralization at the El Penon project in northern
Chile. The mineralization has substantial potential to become an economic
orebody based on the primary target area that has been surface drilled to date.
The primary target area remains open along strike and at depth and several other
target areas have been identified elsewhere on the El Penon property. The El
Penon discovery was made by FMC Gold geologists as a result of the company's
ongoing grassroots exploration program.
The El Penon project comprises 230 square miles of mining concessions and leases
and is located 75 miles southeast of Antafogasta, Chile. There are 310
completed exploration holes on the property. In the primary target area, 62
holes have intercepted significant mineralization (at least .20 ounces per ton
(opt) gold for at least 13 feet). Drilling on 100 foot spacing along a portion
of the primary target area has identified a significant resource, with an
average grade of 0.30 opt gold and 4.99 opt silver.
Thickness of the mineralization in the resource averages 50 feet to 100 feet in
a steeply dipping zone with mineable widths. The resource is oxidized, contains
minimal contaminants, and is amenable to direct cyanidation. Ore grade
mineralization beyond the preliminary inferred resource has been intercepted
nearby, and additional drilling is proceeding in an attempt to link this
mineralization to the resource.
FMC Gold geologists have discovered additional high grade mineralization at four
separate target areas up to 2 1/2 miles from the primary target. Other surface
and geophysical targets at El Penon have received only minimal attention to
date.
The discoveries to date are on concessions 100% owned by, or under option to,
Minera FMC Limitada. In addition, the company has acquired water rights which
are expected to be sufficient for initial mine development and future growth.
Rossi Project
- -------------
FMC Gold Company has discovered significant gold mineralization at the Rossi
property on the northern end of the Carlin Trend in Nevada. The mineralization
occurs in the Popovich geologic formation along a strike length of 2,400 feet
between depths of 770 and 2,160 feet.
Since 1990, FMC Gold has drilled 102 holes at the Rossi property to an average
depth of 1,600 feet. Eighty of these holes have focused on the south end of the
property where holes resulted in 46 significant intercepts (at least 0.20 opt
gold for at least 6 feet) with an average grade of 0.46 opt gold over 19 feet.
The company has developed a preliminary geologic model of the mineralization
based on these intercepts and inferred geologic controls. Although the geologic
model indicates significant potential and recent drilling has extended the
previous limits of demonstrated high grade mineralization, additional surface
drilling and underground access will be required to confirm the potential
indicated by the model, extend the known mineralized zone, and investigate
underground mining conditions. The company continues to investigate the Rossi
property with an active drilling program.
The Rossi project is comprised of approximately 11 square miles of mining
claims. The company initially focused on shallow targets, but began a deep
drilling program in 1990 when the success of other companies' deep drilling on
nearby properties became known. FMC Gold acquired 100% of the precious metals
rights at the Rossi Project in 1993 from an NL Baroid affiliate.
<PAGE>
Page 9
On October 23, 1995, Rayrock Yellowknife Resources Inc. ("Rayrock") announced
that Dee Gold Mining Co., a Nevada general partnership wholly owned by Rayrock,
had filed a condemnation action against FMC Minerals Corporation, a wholly-owned
subsidiary of the company, and Baroid Drilling Fluids, Incorporated. Dee Gold
Mining Co., through the condemnation power of the State of Nevada, is seeking to
acquire a non-exclusive easement across and on a portion of the FMC Gold and
Baroid Drilling Fluids, Inc. mining claims for the purposes of excavating "lay-
backs" and use as access to the Dee Gold Mining Co. open-pit mining operations.
FMC Gold believes Dee Gold Mining Company's suit is without merit and the
likelihood of the Rossi project being impaired by this action is remote.
Other Contingencies
- -------------------
As described in Note 6 to the company's September 30, 1995 consolidated
financial statements, the company has received notice of a claim for Net
Proceeds of Mine Tax.
<PAGE>
Page 10
Operating Data
- --------------
Following is a summary of key operating data for the company for the three-month
and nine-month periods ended September 30, 1995 and 1994:
FMC Gold Company
----------------
Operating Data (Unaudited)
--------------------------
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
-------------------- --------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Milling operations
Tons of ore processed (thousands)
Jerritt Canyon (FMC Gold share) 223 201 650 664
Royal Mountain King - 19 - 700
Ore grade (ounces per ton milled)
Jerritt Canyon (FMC Gold share) 0.132 0.110 0.128 0.116
Royal Mountain King - 0.047 - 0.051
Mill recoveries
Jerritt Canyon 86.4% 87.7% 86.0% 88.7%
Royal Mountain King - 73.2% - 72.6%
Heap-leach operations
Tons of ore mined (thousands) 897 304 2,462 304
Ore grade (ounces per ton mined) 0.037 0.043 0.034 0.043
Production (thousands of ounces)
Gold
Paradise Peak 1 5 4 34
Jerritt Canyon 25 23 71 74
Beartrack 13 - 13 -
Royal Mountain King - 1 - 26
------- ------- ------- -------
Total 39 29 88 134
Silver 1 26 13 128
Cash cost of production ($ per gold
equivalent ounce) $ 238 $ 266 $ 231 $ 241
</TABLE>
INDEPENDENT ACCOUNTANT'S REPORT
-------------------------------
A report by KPMG Peat Marwick LLP, the company's independent accountants, on the
financial statements included in Form 10-Q for the quarter ended September 30,
1995 is included on page 11.
<PAGE>
Page 11
Independent Accountant's Report
-------------------------------
The Board of Directors
FMC Gold Company:
We have reviewed the accompanying consolidated balance sheet of FMC Gold Company
and consolidated subsidiaries as of September 30, 1995, the related consolidated
statements of income for the three-month and nine-month periods ended September
30, 1995 and 1994 and the related consolidated statements of cash flows for the
nine-month periods ended September 30, 1995 and 1994. These consolidated
financial statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted accounting standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of FMC Gold Company and consolidated
subsidiaries as of December 31, 1994, and the related consolidated statements of
income, cash flows and changes in stockholders' equity for the year then ended
(not presented herein); and in our report dated January 20, 1995, we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying consolidated balance
sheet as of December 31, 1994, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
KPMG Peat Marwick LLP
Salt Lake City, Utah
October 16, 1995
<PAGE>
Page 12
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
During the third quarter of 1994, the Pacific Rivers Council and the Wilderness
Society (collectively the "PRC"), in a lawsuit filed in Federal District Court
in Idaho (Pacific Rivers Council v. Thomas), sought an injunction against all
ongoing and future forest activities which may affect endangered salmon,
including mining, within various national forests in Idaho including the Salmon
National Forest in which the Beartrack property is located. In that lawsuit, the
PRC sought to require the U.S. Forest Service to consult under the Endangered
Species Act (the "Act") with the National Marine Fisheries Service ("NMFS")
regarding existing land resource management plans for the subject forests and
their potential impacts on endangered Snake River salmon. On January 12, 1995,
the court in the PRC lawsuit entered an order enjoining, among other things, all
ongoing and announced mining activities in the Idaho national forests (in which
the Beartrack project is located). On January 25, 1995, the court entered an
order staying until March 16, 1995, the effectiveness of the injunction in order
to give the Forest Service time in which to complete consultation with NMFS on
the Land and Resource Management Plans for the national forest in Idaho. On
March 8, 1995, the Court entered an order dissolving the injunction in
recognition of the completion of that consultation. Since the injunction was
dissolved, there have been no further proceedings in the PRC litigation. The
plaintiffs and government defendants report periodically to the Court regarding
their efforts to narrow or resolve the plaintiffs' outstanding claims. To the
best of the company's knowledge, plaintiffs and the government defendants are
discussing a potential agreement which would dismiss from this litigation all
projects upon which site-specific consultations have been completed. Should the
parties agree to such a resolution, the Beartrack Mine should be removed from
the scope of remaining litigation in this case, as a site-specific consultation
was completed for the Mine in early 1994. Should such an agreement not be
reached, it is possible that plaintiffs could seek other remedies against some
or all current or future activities within the affected Forests, including the
Beartrack Mine.
On October 12, 1994, the Sierra Club Legal Defense Fund, Inc. ("Sierra"), on
behalf of certain other organizations, filed a lawsuit in Federal District Court
for the Western District of Washington at Seattle against NMFS and other federal
agencies for violation of the Act alleging that NMFS' biological opinion failed
to satisfy the requirements of the Act. Sierra, the federal agencies and the
company, as intervenor, each filed a motion for summary judgment. On November 9,
1995, the court ordered the federal agencies to reinitiate consultation under
Section 7 of the Act on the potential environmental impacts of the Beartrack
Mine project on endangered salmon or the designated critical habitat for salmon.
The plaintiffs did not seek, and the court did not impose, any injunction or
other restriction on the operation of the Beartrack Mine pending completion of
such consultation. If, upon remand, the consulting agencies were to determine
that an activity associated with the Beartrack Mine would jeopardize and/or
adversely modify or destroy designated critical habitat, such activities could
be required to cease pending completion of consultation. Under the Act's
regulations, consultation must be completed within 135 days of initiation. The
company continues to believe that operation of the Beartrack Mine will not
jeopardize endangered salmon or the critical habitat and that, upon completion
of consultation, the Mine will be permitted to continue to operate.
See Part I, Item 2. - "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a discussion of other legal proceedings
relating to the company's Beartrack Mine and Rossi Project.
<PAGE>
Page 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(b) Reports on Form 8-K
-------------------
Form 8-K dated September 12, 1995 regarding FMC Gold Company's engagement
of Wood Gundy Inc. to explore a possible sale of FMC Gold Company.
<PAGE>
Page 14
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.
FMC GOLD COMPANY
----------------------
(Registrant)
Date: November 13, 1995
----------------- Steven E. Baginski
Chief Financial Officer
Vice President Finance
<PAGE>
Page 1
<TABLE>
<CAPTION>
Exhibit Index
Number in Page Number in
Exhibit Table Description Document Numbering System
- -------------- ----------------------- -------------------------
<S> <C> <C>
15 Letter re: unaudited 1
interim financial
information
(KPMG Peat Marwick LLP)
27 Financial Data Schedule 2
</TABLE>
<PAGE>
Page 1
Exhibit 15 Letter re: Unaudited Interim Financial Information
---------------------------------------
FMC Gold Company
Chicago, Illinois
Gentlemen:
Re: Registration Statements No. 33-35804 and No. 33-35805 on Form S-3.
With respect to the subject registration statements, we acknowledge our
awareness of the incorporation by reference of our report dated October 16, 1995
related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
Salt Lake City, Utah
November 9, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
FMC Gold Company Form 10Q For The Quarterly Period Ended September 30, 1995
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 82,030
<SECURITIES> 0
<RECEIVABLES> 1,751
<ALLOWANCES> 0
<INVENTORY> 14,684
<CURRENT-ASSETS> 100,259
<PP&E> 320,727
<DEPRECIATION> 203,020
<TOTAL-ASSETS> 223,749
<CURRENT-LIABILITIES> 22,223
<BONDS> 0
<COMMON> 735
0
0
<OTHER-SE> 190,117
<TOTAL-LIABILITY-AND-EQUITY> 223,749
<SALES> 33,230
<TOTAL-REVENUES> 33,230
<CGS> 33,501
<TOTAL-COSTS> 33,501
<OTHER-EXPENSES> 9,312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,081)
<INCOME-TAX> (3,811)
<INCOME-CONTINUING> (5,270)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,270)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
