<PAGE>
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 SEPTEMBER 30, 1997
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 1-9620
AMAX GOLD INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1199974
- ------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
9100 EAST MINERAL CIRCLE, ENGLEWOOD, COLORADO 80112
- --------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 643-5500
-------------------
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
--- ---
Common Stock Outstanding, $0.01 par value, as of November 11, 1997 - 114,808,739
shares
Total Pages - 15
Exhibit Index Located on Page 12
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
- ---------------------------------------------------------------------------------------------------
1997 1996 1997 1996
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 79.6 $23.4 $191.3 $ 74.6
- ---------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 46.6 15.7 115.0 56.2
Depreciation and depletion 27.9 6.6 64.4 19.4
General and administrative 1.8 1.4 5.7 6.4
Exploration 0.8 0.9 3.1 2.3
--------------------------------------------------------------------------------------------------
Total costs and expenses 77.1 24.6 188.2 84.3
--------------------------------------------------------------------------------------------------
Income (loss) from operations 2.5 (1.2) 3.1 (9.7)
Interest expense (11.4) (7.5) (31.1) (20.0)
Capitalized interest - 6.5 4.2 16.7
Interest income 0.5 0.4 1.4 1.3
Other (0.8) (0.7) (2.0) (2.1)
--------------------------------------------------------------------------------------------------
Loss before income tax expense and cumulative
effect of accounting change (9.2) (2.5) (24.4) (13.8)
Income tax expense (0.1) - (0.2) -
- ---------------------------------------------------------------------------------------------------
Loss before cumulative effect of
accounting change (9.3) (2.5) (24.6) (13.8)
Cumulative effect of accounting change - - 4.5 -
- ---------------------------------------------------------------------------------------------------
Net loss (9.3) (2.5) (20.1) (13.8)
Preferred stock dividends (1.7) (1.7) (5.1) (5.1)
- ---------------------------------------------------------------------------------------------------
Loss attributable to common shares $(11.0) $(4.2) $(25.2) $(18.9)
===================================================================================================
Per common share:
Loss before cumulative effect of
accounting change $ (.10) $(.04) $ (.28) $ (.19)
Cumulative effect of accounting change - - .04 -
- ---------------------------------------------------------------------------------------------------
Loss per common share $ (.10) $(0.4) $ (.24) $ (.19)
===================================================================================================
Weighted average common
shares outstanding 114.8 96.5 106.0 96.5
===================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
AMAX GOLD INC.
CONSOLIDATED BALANCE SHEET
(Dollars in millions except share amounts)
<TABLE>
<CAPTION>
September 30,
1997 December 31,
(Unaudited) 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and equivalents, including restricted cash
of $3.5 million at September 30, 1997 $ 17.0 $ 11.1
Inventories 55.3 28.5
Receivables 31.1 3.2
Other 16.6 17.9
- ----------------------------------------------------------------------------------------------------
Current assets 120.0 60.7
Property, plant and equipment, net 739.4 667.1
Other 28.5 34.4
- ----------------------------------------------------------------------------------------------------
Total assets $ 887.9 $762.2
====================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Cyprus Amax demand loan $ 73.5 $130.0
Current maturities of long-term debt 88.4 39.3
Accounts payable, trade 26.9 14.7
Accrued and other current liabilities 32.9 23.8
Reclamation reserve, current portion 6.5 4.5
- ----------------------------------------------------------------------------------------------------
Current liabilities 228.2 212.3
Long-term debt 353.6 272.6
Reclamation reserve, noncurrent portion 10.2 11.2
Other 7.5 6.7
- ----------------------------------------------------------------------------------------------------
Total liabilities 599.5 502.8
Commitments and contingencies - -
Shareholders' equity:
Preferred stock, par value $1.00 per share, authorized
10,000,000 shares, of which 2,000,000 shares have been
designated as $2.25 Series A Convertible Preferred Stock, no
shares issued and outstanding; and 1,840,000 shares have
been designated as $3.75 Series B Convertible Preferred Stock,
issued and outstanding 1,840,000 shares 1.8 1.8
Common stock, par value $.01 per share, authorized
200,000,000 shares, issued and outstanding 114,798,851
shares in 1997 and 99,308,979 shares in 1996 1.1 1.0
Paid-in capital 408.5 355.7
Accumulated deficit (115.7) (90.5)
Unearned equity-financing costs (7.3) (8.6)
- ----------------------------------------------------------------------------------------------------
Total shareholders' equity 288.4 259.4
- ----------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 887.9 $762.2
====================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
- -----------------------------------------------------------------------------------------
1997 1996
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (20.1) $ (13.8)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and depletion 64.4 19.4
Cumulative effect of accounting change (4.5) -
Increase in reclamation reserves 1.0 0.2
(Increase) decrease in working capital items (1.3) 5.8
Other 1.7 0.6
- -----------------------------------------------------------------------------------------
Net cash provided by operating activities 41.2 12.2
- -----------------------------------------------------------------------------------------
Investing Activities:
Capital expenditures (24.7) (150.3)
Capitalized interest (4.2) (16.7)
Loan to joint venture partner - (2.0)
- -----------------------------------------------------------------------------------------
Net cash used by investing activities (28.9) (169.0)
- -----------------------------------------------------------------------------------------
Financing Activities:
Proceeds from financings 102.8 149.3
Repayments of financings (108.7) (8.1)
Deferred financing costs (2.4) (0.9)
Cash acquired in connection with
purchase of Kubaka investment 7.0 -
Cash dividends paid (5.1) (5.1)
- -----------------------------------------------------------------------------------------
Net cash (used by) provided by financing activities (6.4) 135.2
- -----------------------------------------------------------------------------------------
Net increase (decrease) in cash and equivalents 5.9 (21.6)
Cash and equivalents at January 1 11.1 25.6
- -----------------------------------------------------------------------------------------
Cash and equivalents at September 30 $ 17.0 $ 4.0
=========================================================================================
Non-cash Transaction:
Issuance of common stock for purchase of
Kubaka investment, net of cash acquired:
Working capital, other than cash $ (10.3) $ -
Property, plant and equipment (114.2) -
Debt 79.5 -
- -----------------------------------------------------------------------------------------
$ (45.0) $ -
=========================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
AMAX GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying interim unaudited financial statements include all adjustments
that are, in the opinion of management, necessary for a fair presentation.
Results for any interim period are not necessarily indicative of the results
that may be achieved in future periods. The financial information as of this
interim date should be read in conjunction with the financial statements and
notes thereto contained in Amax Gold Inc.'s ("Amax Gold" or the "Company")
Annual Report on Form 10-K for the year ended December 31, 1996. The Company is
currently approximately 58.8 percent owned by Cyprus Amax Minerals Company
("Cyprus Amax").
2. CHANGE IN ACCOUNTING POLICIES
During the first quarter of 1997 Amax Gold elected to change its method of
accounting for inventory from the last-in-first-out (LIFO) method to a three-
month rolling average method. In accordance with generally accepted accounting
principles when changing from the LIFO method, prior years' results have been
restated to reflect the effect of this change in policy. The effect of this
restatement on the third quarter and first nine months of 1996 was to increase
the previously reported net loss by $0.8 million, or $.01 per share and $6.1
million, or $.06 per share, respectively. Additionally, as of January 1, 1997,
the Company changed its accounting policy to include depreciation and depletion
in inventory, which has the effect of recording depreciation and depletion
expense in the statement of operations as gold is sold rather than as it is
produced. The cumulative effect of this accounting change is a $4.5 million
reduction of the net loss as of January 1, 1997. On a pro forma basis this
change would have reduced the 1996 third quarter and first nine months net loss
by $0.3 million and $0.6 million, respectively. Both accounting changes were
made in order to better match current costs with revenues and to conform with
prevailing gold industry practice.
3. INVENTORIES
Inventories consist of the following (in millions):
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
<S> <C> <C>
- ------------------------------------------------------------
Gold:
Finished goods $ 18.9 $ 16.7
Work-in-process 4.3 3.1
Materials and supplies 32.1 8.7
- ------------------------------------------------------------
$ 55.3 $ 28.5
============================================================
</TABLE>
4. LONG-TERM DEBT
The Company borrowed a net of $0.8 million during the third quarter of 1997
under the Cyprus Amax demand loan facility, for a total of $73.5 million
outstanding under this facility as of September 30, 1997. The Company pays
interest on amounts outstanding at LIBOR plus 2.25 percent. Amounts outstanding
are payable to Cyprus Amax on demand in cash or, at the election of Cyprus Amax,
in shares of common stock of the Company, valued at the average closing price
over the five days before such election.
5
<PAGE>
5. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis, put and call option
contracts and compound options are entered into from time to time to protect the
Company from the effect of price changes on precious metals sales. As of
September 30, 1997, the Company's outstanding hedge contracts were as follows:
<TABLE>
<CAPTION>
Average
Gold Realized Price
Ounces Per Ounce Period
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Forward contracts:
Sales/(1)/ 317,300 $406 October 1997 - March 2002
Purchases/(2)/ 280,184 $341 December 1997 - June 1998
Option contracts:
Purchased put options 1,028,200 $357 October 1997 - December 2000
Sold put options 326,300 $351 October 1997 - September 1999
Purchased call options 575,000 $363 October 1997 - December 1998
Sold call options 153,300 $353 October 1997 - December 1997
</TABLE>
/(1)/ Represents the forward sales position made primarily on a spot
deferred basis which allows deferral of the delivery of gold ounces to
a later date at a renegotiated gold price.
/(2)/ Offset by put purchased options included above.
The market value of the Company's forward contracts and put and call options at
September 30, 1997, was approximately $27.6 million. Market valuations are
dependent on gold prices, option volatility and interest rates, which can vary
significantly. Forward contracts and option contracts will be utilized in the
future to hedge against declines in gold prices for the Company's future gold
production while maintaining benefits in the event of higher gold prices.
As a requirement of the Fort Knox financing, the Company entered into interest
rate swap option agreements to reduce the impact of changes in interest rates.
At September 30, 1997, the Company had interest rate swaps and swap option sales
contracts that if exercised between October 1997 and April 1998 would obligate
the Company to pay a fixed rate of 6.0 percent over an average term of 1.1 years
on a principal amount of $207 million. The Company also purchased swap options
with the right to pay 6.9 percent over an average term of 1.4 years on a
principal amount of $160 million. The market value of the Company's interest
rate swap options at September 30, 1997, was approximately $0.1 million. Due to
the requirements of the Fort Knox financing, the Company does not expect to
close these contracts.
6. KUBAKA ACQUISITION
During May 1997, the Company completed the acquisition of a Cyprus Amax
subsidiary that owns 50 percent of Omolon Gold Mining Company (Omolon). Omolon
owns and operates the Kubaka gold mine, located in Far East Russia. Kubaka
poured its first gold in February 1997 and achieved commercial production
effective June 1, 1997. The project was completed at a total capital cost of
approximately $228 million.
Under terms of the transaction, Cyprus Amax received a total of approximately
15.4 million shares of Amax Gold common stock, increasing Cyprus Amax's
ownership of Amax Gold to approximately 58.8 percent. Additional Amax Gold
common stock may be issued to Cyprus Amax in the future if more reserves are
discovered in Russia outside of the Kubaka concession area.
6
<PAGE>
The Kubaka acquisition has been recorded as a transfer between companies under
common control, which requires the transfer of the assets and liabilities
acquired at their net book values. Approximately $114.2 million in property,
plant and equipment and $17.3 million in net working capital were acquired,
offset by the assumption of $79.5 million in debt and the issuance of $52
million in equity.
As of September 30, 1997, Kubaka has been funded through $86 million of equity
contributions from the partners, on a pro rata basis to their ownership
interests, and borrowings of $159 million. Project financing of $130 million was
provided by the European Bank for Reconstruction and Development and the U.S.
Overseas Private Investment Corporation while a bank licensed to do business in
Russia provided $14 million in subordinated debt and a $15 million working
capital line of credit. Interest on the project financing is variable based upon
LIBOR and currently is approximately 9 percent with final maturity in December
2001. The subordinated debt and working capital line of credit also have
variable interest rates based on LIBOR, which are both currently approximately
12 percent. The subordinated debt does not have a defined term for repayment but
will be repaid out of available cash while the working capital line of credit
expires in April 1998. These financings are guaranteed by Cyprus Amax and the
Company agreed to reimburse Cyprus Amax under certain circumstances for guaranty
payments. As a guaranty fee for the subordinated debt and the working capital
line of credit, Cyprus Amax receives a portion of the interest. Additional
funding in excess of the existing working capital line of credit is anticipated
for 1998 working capital and debt service at Omolon. Financing alternatives for
Omolon are currently being considered which may include additional funds
borrowed by the Company and lent to Omolon. Accounts payable includes
approximately $7 million of advances to Omolon by Cyprus Amax for which Amax
Gold agreed to reimburse Cyprus Amax under certain circumstances, offset in part
by approximately $3.5 million in accounts receivable, the net amount the Company
would expect to receive.
7. COMMITMENTS AND CONTINGENCIES
Reclamation, site restoration and closure costs are accrued on a units-of-
production basis using estimates based upon current federal, state and
applicable foreign laws and regulations governing the protection of the
environment. These laws and regulations are continually changing and generally
becoming more restrictive. Any changes in these laws and regulations could
impact future estimated reclamation costs. Total reclamation costs for the
Company at the end of current operating mine lives are estimated to be
approximately $44 million.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table sets forth the Company's gold production, production costs,
ounces of gold sold and average realized prices for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
- ------------------------------------------------------------------------------------------------------------------
1997 1996 1997 1996
==================================================================================================================
<S> <C> <C> <C> <C>
GOLD PRODUCTION (OUNCES)/(1)/
Fort Knox 101,630 - 225,685 -
Kubaka 52,737 - 70,168 -
Refugio 9,788 - 54,093 -
Guanaco 21,803 22,456 79,690 64,695
Hayden Hill 31,823 30,116 83,870 77,547
Sleeper - 6,678 - 38,199
- ------------------------------------------------------------------------------------------------------------------
TOTAL GOLD PRODUCTION 217,781 59,250 513,506 180,441
- ------------------------------------------------------------------------------------------------------------------
CASH OPERATING COSTS ($ PER OUNCE OF GOLD PRODUCED)/(2)/
Fort Knox $ 162 $ - $ 168 $ -
Kubaka 160 - 154 -
Refugio 543 - 321 -
Guanaco 191 302 214 316
Hayden Hill 157 164 188 225
Sleeper - 319 - 241
- ------------------------------------------------------------------------------------------------------------------
AVERAGE CASH OPERATING COSTS $ 181 $ 234 $ 192 $ 261
- ------------------------------------------------------------------------------------------------------------------
TOTAL CASH COSTS ($ PER OUNCE OF GOLD PRODUCED)/(2)/
Fort Knox $ 162 $ - $ 168 $ -
Kubaka 182 - 177 -
Refugio 558 - 338 -
Guanaco 206 316 227 329
Hayden Hill 165 175 196 234
Sleeper - 333 - 247
- ------------------------------------------------------------------------------------------------------------------
AVERAGE TOTAL CASH COSTS $ 190 $ 246 $ 201 $ 271
- ------------------------------------------------------------------------------------------------------------------
TOTAL PRODUCTION COSTS ($ PER OUNCE OF GOLD PRODUCED)/(2)/
Fort Knox $ 334 $ - $ 340 $ -
Kubaka 282 - 277 -
Refugio 658 - 434 -
Guanaco 320 475 358 488
Hayden Hill 242 291 289 349
Sleeper - 399 - 333
- ------------------------------------------------------------------------------------------------------------------
AVERAGE TOTAL PRODUCTION COSTS $ 321 $ 373 $ 336 $ 395
==================================================================================================================
OUNCES OF GOLD SOLD 224,314 56,790 519,363 181,133
AVERAGE PRICE PER OUNCE SOLD $ 355 $ 412 $ 368 $ 412
==================================================================================================================
</TABLE>
/(1)/ Commercial production commenced at Kubaka on June 1, 1997, at Fort
Knox on March 1, 1997, and at Refugio on October 1, 1996.
Consolidated total cash costs exclude the impact of the write-down of
heap leach inventories at Guanaco in 1996. Mining at Guanaco was
completed in July 1997 and mining at Hayden Hill is expected to be
completed during the fourth quarter of 1997, with residual leaching at
both mines continuing into 1998. Mining at Sleeper was completed in
September 1996.
/(2)/ Cash operating costs at the mine sites including overhead, net of
credits for silver by-products. Total cash costs include cash
operating costs plus royalties and applicable taxes silver
by-products. Total cash costs include cash operating costs taxes.
Total production costs include total cash costs plus reclamation and
depreciation and depletion.
8
<PAGE>
RESULTS OF OPERATIONS
Amax Gold Inc. reported a third quarter 1997 net loss of $ 9.3 million, or $.10
per share, on revenue of $79.6 million compared with a third quarter 1996 net
loss of $2.5 million, or $.04 per share, on revenue of $23.4 million. The
Company's operating income was $2.5 million for the third quarter of 1997
compared with an operating loss of $1.2 million in the 1996 third quarter. The
improved operating income was due to lower consolidated cash costs of $190 per
ounce coupled with higher production and sales.
For the first nine months of 1997, the Company had a net loss of $20.1 million,
or $.24 per share, on revenue of $191.3 million compared with a net loss of
$13.8 million, or $.19 per share, on revenue of $74.6 million, for the 1996
period. Significant improvements in costs were offset by lower realized gold
prices and higher interest expense, resulting in the increased net loss.
Interest expense increased during 1997 due primarily to the completion of the
Company's new mines, which reduced capitalized interest. The Company's net loss
for the first nine months of 1997 was $24.6 million, or $.28 per share,
excluding the $4.5 million cumulative effect of a first quarter accounting
change to include depreciation and depletion in inventory. See Note 2 for
further discussion of the changes in accounting policies during the first
quarter of 1997.
Amax Gold's average realized price for the third quarter and the first nine
months of 1997 was $355 per ounce and $368 per ounce, respectively, compared
with $412 per ounce in both of the comparable 1996 periods. This compares with
an average spot gold price of $324 per ounce and $340 per ounce for the third
quarter and first nine months of 1997. Revenue increased significantly during
the third quarter of 1997 due to higher gold sales attributed to commercial
production at Fort Knox, Kubaka and Refugio, partially offset by lower gold
realizations caused by lower spot prices.
Gold production was a record 217,781 ounces for the third quarter of 1997,
nearly four times the 59,250 ounces produced in the 1996 third quarter.
Production at Fort Knox, Kubaka and Refugio totaled 164,155 ounces. Mill
throughput and grade at both Fort Knox and Kubaka continue to exceed
expectations, which has resulted in higher than anticipated production. Crushing
operations were suspended at Refugio for nearly three months due to record heavy
snow and high winds at the mine. As a result, the Company's 50 percent share of
quarterly production decreased to 9,788 ounces. Fourth quarter production at
Refugio is expected to improve, and full production rates are expected to be
achieved in the first quarter of 1998. Mining was completed at Guanaco during
July 1997, which resulted in the slight decrease in production to 21,803 ounces
in the third quarter of 1997 compared with 22,456 ounces in the third quarter of
1996. Production at Guanaco will decline as residual leaching begins at the
mine. Hayden Hill produced a record 31,823 ounces in the third quarter of 1997,
a 6 percent increase over the 1996 third quarter, primarily due to record
crusher throughput and higher grade. Hayden Hill is expected to complete mining
during the fourth quarter of 1997. Residual leaching at both Hayden Hill and
Guanaco is expected to continue into 1998.
The Company's third quarter 1997 cost of sales as a percentage of revenue
decreased to 59 percent compared with 67 percent for the prior year's third
quarter, reflecting significantly lower average total cash costs. Consolidated
total cash costs fell by nearly 23 percent to $190 per ounce for the third
quarter of 1997 from $246 per ounce in the third quarter of 1996. Fort Knox's
cash costs of $162 per ounce for the 1997 third quarter continue to be lower
than expected as crusher and mill throughput and grade have been higher than
anticipated. Kubaka's cash costs of $182 per ounce for the first full quarter of
commercial operations are also lower than anticipated as a result of higher mill
throughput. Refugio's cash costs for the quarter were $558 per ounce, primarily
due to the adverse impact of the abnormal winter weather and certain operating
inefficiencies. Cash costs at Refugio are expected to improve significantly over
the next two quarters. Guanaco's cash costs of $206 per ounce improved by $110
per ounce compared with the
9
<PAGE>
1996 third quarter. Cash costs at Hayden Hill improved slightly to $165 per
ounce as a result of the slightly higher production.
Third quarter 1997 depreciation and depletion increased to $27.9 million,
primarily as a result of the additional Fort Knox, Kubaka and Refugio production
coupled with higher depreciation and depletion rates at the new mines.
General and administrative expenses of $1.8 million for the 1997 third quarter
were $0.4 million higher than the 1996 third quarter primarily as a result of
legal fees incurred in connection with the settlement of a shareholder lawsuit.
Higher interest expense of $11.4 million for the third quarter of 1997, a 52
percent increase over the 1996 third quarter, was attributed to higher average
debt balances necessary to complete construction of the Company's Fort Knox
mine, coupled with a full quarter of interest on $79.5 million in debt relating
to the Kubaka construction. No interest was capitalized during the third quarter
of 1997 due to the completion of the Company's construction projects.
LIQUIDITY AND CAPITAL RESOURCES
Amax Gold's cash flow from operations for the nine months ended September 30,
1997, more than tripled to $41.2 million compared to the 1996 period, due to
increased production from the Company's new mines and lower total cash costs.
Capital spending for the first nine months of 1997 of $24.7 million was
significantly lower than the $150.3 million spent during the first nine months
of 1996 due to the completion of the Company's construction projects. Capital
spending, excluding capitalized interest, at Fort Knox totaled approximately
$12 million for the first nine months of 1997. The total project cost for Fort
Knox of $345 million, excluding capitalized interest, is approximately $25
million below the revised capital estimates announced in April 1996. The Kubaka
mine was also completed within its revised capital budget of $228 million, also
announced in April 1996. Capital spending for the remainder of 1997 is expected
to be approximately $6 million, split evenly between Fort Knox and Refugio.
Net financing activities used $6.4 million in cash during the first nine months
of 1997. During the third quarter of 1997, the Company borrowed a net of $0.8
million under the Cyprus Amax demand loan facility, increasing the total amount
borrowed as of September 30, 1997, to $73.5 million. No additional funds have
been borrowed under the demand loan facility since September 30, 1997, and the
Company currently has approximately $90 million available under the facility.
Scheduled Fort Knox debt repayments of approximately $14.7 million during the
third quarter of 1997 were made with cash flow from operations.
Based on current gold prices, cash flow from operations for the remainder of
1997 is expected to be sufficient to fund the Company's remaining cash needs,
excluding Omolon. Additional funding in excess of the existing working capital
line of credit is anticipated for 1998 working capital and debt service at
Omolon. Financing alternative for Omolon are currently being considered which
may include additional funds borrowed by the Company and lent to Omolon. The
Company is currently considering various options to restructure its debt and
capital, which could include accessing public debt and equity markets. The
Company is also reviewing business combination possibilities.
Amax Gold paid regular dividends of $2.8125 on the $3.75 Series B Convertible
Preferred Stock during the first nine months of 1997. At September 30, 1997,
approximately 114.8 million shares of the Company's common stock were
outstanding.
10
<PAGE>
Statement of Financial Accounting Standards (SFAS) No. 128, Earning Per Share,
was issued in February 1997 and is effective for fiscal years beginning after
December 15, 1997. SFAS No. 128 replaces the presentation of primary earnings
per share with a presentation of basic earnings per share. It requires a
reconciliation of the numerator and denominator of the basic earnings per share
computation. Basic earnings per share excludes the effect of dilution and is
computed by dividing income available to common shareholders by the weighted
average number of common share outstanding for the period. For the nine months
ended September 30, 1997, basic earnings per share would be the same as primary
earnings per share presented.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this report
are forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from projected results. Such forward-
looking statements include statements regarding expected dates for gold sales,
reserve additions, return to full production at Refugio, projected quantities of
future gold production, estimated reserves and recovery rates, anticipated
production rates, costs and expenditures, prices realized by the Company,
expected future cash flows, anticipated financing needs, growth plans and
sources of financing and repayment alternatives and possible business
combinations. 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 price
of gold, the political and economic risks associated with foreign operations,
cost overruns, construction delays, unanticipated ground and water conditions,
unanticipated grade and geological problems, metallurgical and other processing
problems, availability of materials and equipment, the timing of receipt of
necessary governmental permits and approvals, 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 and other risk factors detailed in the
Company's Securities and Exchange Commission filings. Refer to the Risk Factors
on pages 7 to 13 of Amendment No. 1 to the Company's Registration Statement on
Form S-3 (No. 333-22598) as filed with the Securities and Exchange Commission on
March 26, 1997, for a more detailed discussion of risks. 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 obligation to update publicly these forward-looking statements,
whether as a result of new information, future events or otherwise.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company was awarded judgment notwithstanding the $9 million jury
verdict in the case of Kershaw Gold Company, Inc., formerly Mineral
--------------------------------------------
Mining Company, Inc., vs. Amax Gold Inc., C.A. No. 0:95-3594-23, in
----------------------------------------
the United States District Court for the District of South Carolina,
Rock Hill Division. The plaintiff has appealed the decision to the
U.S. Court of Appeals for the Fourth Circuit.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Exhibit Number Exhibit
-------------- -------
(10)(a) Amendment dated September 11, 1997 to Agreement
between the Company and Leland O. Erdahl
(27) Financial Data Schedule
(B) Reports on Form 8-K - None
12
<PAGE>
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.
AMAX GOLD INC.
By /s/ Leland O. Erdahl
---------------------------------------------
Leland O. Erdahl
Vice President and Chief Financial Officer
(principal financial officer)
Dated: November 13, 1997
13
<PAGE>
EXHIBIT (10)(a)
AMENDMENT TO AGREEMENT
----------------------
THIS AMENDMENT TO AGREEMENT ("Amendment") is made and entered into as of
September 11, 1997 by and between Amax Gold Inc., a Delaware corporation (the
"Company"), and Leland O. Erdahl ("Mr. Erdahl").
WHEREAS, the Company and Mr. Erdahl are parties to that certain Agreement
made and entered into March 24, 1997 regarding Mr. Erdahl's service as Vice
President and Chief Financial Officer of the Company; and
WHEREAS, the Company and Mr. Erdahl desire to extend the term of the
Agreement.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Section 2.1 of the Agreement is amended by replacing "September 30,
1997" in the second line thereof with "October 31, 1997".
2. Section 2.2 of the Agreement is amended by replacing "September 30,
1997" in the third line thereof with "October 31, 1997".
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Agreement as of the date first above written.
AMAX GOLD INC., a Delaware
corporation
By:/s/ S. Scott Shellhaas /s/ Leland O. Erdahl
------------------------- --------------------------
S. Scott Shellhaas Leland O. Erdahl
Title: President and Chief Operating
Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 17,000
<SECURITIES> 0
<RECEIVABLES> 31,100
<ALLOWANCES> 0
<INVENTORY> 55,300
<CURRENT-ASSETS> 120,000
<PP&E> 1,124,400
<DEPRECIATION> (385,000)
<TOTAL-ASSETS> 887,900
<CURRENT-LIABILITIES> 228,200
<BONDS> 353,600
0
1,800
<COMMON> 1,100
<OTHER-SE> 285,500
<TOTAL-LIABILITY-AND-EQUITY> 887,900
<SALES> 191,300
<TOTAL-REVENUES> 191,300
<CGS> 115,000
<TOTAL-COSTS> 188,200
<OTHER-EXPENSES> 2,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,500<F1>
<INCOME-PRETAX> (24,400)
<INCOME-TAX> (200)
<INCOME-CONTINUING> (24,600)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 4,500
<NET-INCOME> (25,200)
<EPS-PRIMARY> (.24)
<EPS-DILUTED> (.24)
<FN>
<F1>Net of interest income of $1.4 million and capitalized interest of $4.2
million.
</FN>
</TABLE>
