<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
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)
185 South State Street, Suite 820
Salt Lake City, Utah 84111
- ---------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 363-9152
-------------------------
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 August 28,1998 - 92,213,928
shares
Total Pages 14
Exhibit Index Located on Page 14
1
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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 Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 74.5 $ 73.3 $ 137.2 $ 111.7
-------- -------- -------- --------
Costs and expenses:
Cost of sales 42.5 43.2 83.0 68.4
Depreciation and depletion 28.9 25.1 48.5 36.5
General and administrative -- 2.0 0.4 3.9
Exploration 1.7 1.5 2.8 2.3
-------- -------- -------- --------
Total costs and expenses 73.1 71.8 134.7 111.1
-------- -------- -------- --------
Income from operations 1.4 1.5 2.5 0.6
Interest expense (8.3) (10.3) (19.1) (19.7)
Capitalized interest -- -- -- 4.2
Interest income 0.2 0.6 0.5 0.9
Other (1.0) (0.9) 5.4 (1.2)
-------- -------- -------- --------
Loss before income tax expense and cumulative
effect of accounting change and extraordinary item (7.7) (9.1) (10.7) (15.2)
Income tax expense -- (0.1) -- (0.1)
-------- -------- -------- --------
Loss before cumulative effect of
accounting change and extraordinary item (7.7) (9.2) (10.7) (15.3)
Cumulative effect of accounting change -- -- -- 4.5
-------- -------- -------- --------
Loss before extraordinary item (7.7) (9.2) (10.7) (10.8)
Extraordinary item - loss on early
extinguishment of debt (11.5) -- (11.5) --
-------- -------- -------- --------
Net loss (19.2) (9.2) (22.2) (10.8)
-------- -------- -------- --------
Preferred stock dividends (1.7) (1.7) (3.4) (3.4)
-------- -------- -------- --------
Loss attributable to common shares $ (20.9) $ (10.9) $ (25.6) $ (14.2)
======== ======== ======== ========
Per common share:
Loss before cumulative effect of accounting
change and extraordinary item $ (.09) $ (.11) $ (.13) $ (.18)
Cumulative effect of accounting change -- -- -- .04
-------- -------- -------- --------
Loss before extraordinary item (.09) (.11) (.13) (.14)
Extraordinary item - loss on early
extinguishment of debt (.10) -- (.10) --
-------- -------- -------- --------
Loss per common share $ (.19) $ (.11) $ (.23) $ (.14)
======== ======== ======== ========
Weighted average common
shares outstanding 107.8 103.6 111.4 101.5
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 3
AMAX GOLD INC.
CONSOLIDATED BALANCE SHEET
(Dollars in millions except share amounts)
<TABLE>
<CAPTION>
June 30,
1998 December 31,
(Unaudited) 1997
---------- ------------
<S> <C> <C>
ASSETS
Cash and equivalents $ 22.7 $ 16.0
Restricted cash 3.5 3.5
Inventories 50.7 57.1
Receivables 42.7 32.9
Other 11.5 20.2
------ ------
Current assets 131.1 129.7
Property, plant and equipment, net 700.5 723.3
Other 3.3 17.6
------ ------
Total assets $834.9 $870.6
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand note from parent $ 90.3 $ 73.3
Current maturities of long-term debt 26.2 81.4
Accounts payable, trade 11.3 24.2
Accrued and other current liabilities 37.5 39.1
Reclamation reserve, current portion 7.5 8.0
------ ------
Current liabilities 172.8 226.0
Advance from parent 241.3 --
Long-term debt 131.7 345.7
Reclamation reserve, noncurrent portion 21.3 13.8
Other 12.0 11.3
------ ------
Total liabilities 579.1 596.8
Commitments and contingencies -- --
Shareholders' equity:
Preferred stock, par value $1.00 per share, authorized 10,000,000 shares,
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 92,213,928
shares in 1998 and 114,850,103 shares in 1997 0.9 1.1
Paid-in capital 409.5 408.6
Accumulated deficit (156.4) (130.8)
Unearned equity-financing costs -- (6.9)
------ ------
Total shareholders' equity 255.8 273.8
------ ------
Total liabilities and shareholders' equity $834.9 $870.6
====== ======
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------
1998 1997
------- -------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (22.2) $ (10.8)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and depletion 48.5 36.5
Cumulative effect of accounting change -- (4.5)
Extraordinary item - loss on early extinguishment of debt 11.5 --
Increase (decrease) in reclamation reserves 7.5 0.2
Loss on sale of assets 0.6 --
Increase in working capital items (21.5) 0.1
Other (4.0) 0.3
------- -------
Net cash provided by operating activities 28.4 21.8
------- -------
Investing Activities:
Capital expenditures (10.0) (17.0)
Proceeds from sale of assets 2.0 --
Capitalized interest -- (4.2)
------- -------
Net cash used by investing activities (8.0) (21.2)
------- -------
Financing Activities:
Proceeds from financings 272.8 90.7
Repayments of financings (269.2) (82.7)
Deferred financing costs (0.1) (1.1)
Issuance of common stock 0.7 --
Merger costs (14.5) --
Cash acquired in connection with
purchase of Kubaka investment -- 7.0
Cash dividends paid (3.4) (3.4)
------- -------
Net cash (used by) provided by financing activities (13.7) 10.5
------- -------
Net increase in cash and equivalents 6.7 11.1
Cash and equivalents at January 1 19.5 11.1
------- -------
Cash and equivalents at June 30 $ 26.2 $ 22.2
======= =======
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> 5
AMAX GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying interim unaudited consolidated 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, 1997.
On June 1, 1998, the Company completed a merger agreement with Kinross Gold
Corporation (Kinross) providing for a combination of their businesses. In the
merger, each outstanding share of the Company's Common Stock was converted into
0.8004 of a share of Kinross Common Stock. Kinross Merger Corporation, a
wholly-owned subsidiary of Kinross (Kinross Merger), was merged with and into
the Company and the Company became a wholly-owned subsidiary of Kinross.
Immediately following the effective time of the merger, the Company, as the
surviving entity of the combination with Kinross Merger, issued to Kinross
92,213,928 shares of the Company's Common Stock, representing all of the issued
and outstanding shares of the Company's Common Stock. Kinross subsequently
transferred ownership of such shares to Kinross Gold U.S.A., Inc., a
wholly-owned subsidiary of Kinross which is currently the sole holder of the
Company's Common Stock. Prior to the merger, the Company was approximately 59%
owned by Cyprus Amax Minerals Company (Cyprus Amax). For additional information
regarding the merger, refer to an Information Statement/Prospectus dated April
23, 1998 filed with the Securities and Exchange Commission (SEC) pursuant to the
Securities Exchange Act of 1934, as amended (Exchange Act).
2. CHANGE IN ACCOUNTING POLICIES
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 was a $4.5 million reduction of the net loss as of January 1, 1997. This
accounting change was 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>
June 30, December 31,
1998 1997
------- -------
<S> <C> <C>
Gold:
Finished goods $ 17.7 $ 23.3
Work-in-process 2.8 3.6
Materials and supplies 30.2 30.2
------- -------
$ 50.7 $ 57.1
======= =======
</TABLE>
4. LONG-TERM DEBT
During April and May 1998, the Company borrowed an additional $17.0 million
under its demand loan facility with Cyprus Amax. In connection with the merger,
the Company's outstanding $90.3 million demand loan with Cyprus Amax was
transferred to Kinross U.S.A., a wholly-owned U.S. subsidiary of Kinross. During
June 1998, Kinross U.S.A. advanced the Company approximately $255.8 million
which was used to pay down outstanding debt. There is no interest charged to the
Company by Kinross U.S.A. on the demand loan or outstanding advances.
5
<PAGE> 6
As a result of the early repayment of debt, the Company realized an
extraordinary charge of $11.5 million related to writing off unamortized
financing costs.
5. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis, put 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. During the
second quarter of 1998, the Company's realized price was $312 per ounce on
238,785 ounces of gold compared with an average spot price of $300 per ounce.
As of June 30, 1998, the Company's outstanding hedge contracts were as follows:
<TABLE>
<CAPTION>
Average
Realized Price
Gold Ounces Per Ounce Period
----------- -------------- ---------------------
<S> <C> <C> <C>
Forward sales(1) 222,300 $412 July 1998 - Mar. 2002
Purchased put options 98,000 $423 July 1998 - Dec. 2000
</TABLE>
(1) Primarily on a spot deferred forward basis, which allows for deferral of
the delivery of gold ounces to a later date at a renegotiated gold price.
The market value of the Company's hedge contracts at June 30, 1998, was
approximately $46.0 million. Market valuations are dependent on gold prices,
option volatility and interest rates, which can vary significantly.
As of June 30, 1998, the Company's outstanding commodity derivative contracts,
which are marked to market, are as follows:
<TABLE>
<CAPTION>
Average
Realized Price
Gold Ounces Per Ounce Period
----------- -------------- ---------------------
<S> <C> <C> <C>
Forward purchases 265,205 $282 July 1998 - Dec. 1998
Purchased put options 381,700 $330 July 1998 - Dec. 1998
Sold put options 77,200 $287 July 1998 - Dec. 1998
Purchased compound call options 300,000 $393 Dec. 1998
</TABLE>
During July 1998, the Company liquidated its hedge position and received
approximately $45.9 million in cash. In connection with the transaction the
Company recognized a gain of $41.7 million, net of costs previously incurred.
The gain will be included in revenue over the period the underlying hedge
contracts were originally scheduled to expire.
As a requirement of the Fort Knox financing, the Company entered into interest
rate swaps and swap option agreements to reduce the impact of changes in
interest rates. In connection with the Kinross merger, the Fort Knox financing
was repaid.
6. 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 $49.5 million.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
GOLD PRODUCTION (OUNCES)(1)
Fort Knox 106,508 94,831 193,740 124,055
Kubaka 60,483 17,432 120,900 17,432
Refugio 18,983 18,376 43,256 44,306
Guanaco 9,150 32,018 19,692 57,887
Hayden Hill 10,650 29,836 25,732 52,047
-------- -------- -------- --------
TOTAL GOLD PRODUCTION 205,774 192,493 403,320 295,727
-------- -------- -------- --------
CASH OPERATING COSTS ( $ PER OUNCE OF GOLD PRODUCED)(2)
Fort Knox $ 155 $ 170 $ 170 $ 172
Kubaka 152 137 148 137
Refugio 293 305 291 272
Guanaco 107 199 120 222
Hayden Hill 84 185 98 207
-------- -------- -------- --------
AVERAGE CASH OPERATING COSTS $ 161 $ 187 $ 169 $ 201
-------- -------- -------- --------
TOTAL CASH COSTS ( $ PER OUNCE OF GOLD PRODUCED)(2)
Fort Knox $ 155 $ 170 $ 170 $ 172
Kubaka 180 160 175 160
Refugio 308 324 305 289
Guanaco 105 212 130 235
Hayden Hill 97 193 111 215
-------- -------- -------- --------
AVERAGE TOTAL CASH COSTS $ 171 $ 194 $ 180 $ 209
-------- -------- -------- --------
TOTAL PRODUCTION COSTS ( $ PER OUNCE OF GOLD PRODUCED)(2)
Fort Knox $ 314 $ 342 $ 325 $ 344
Kubaka 290 260 284 260
Refugio 421 420 418 385
Guanaco 105 346 130 369
Hayden Hill 262 285 302 308
-------- -------- -------- --------
AVERAGE TOTAL PRODUCTION COSTS $ 303 $ 337 $ 312 $ 342
======== ======== ======== ========
OUNCES OF GOLD SOLD 238,785 195,971 424,236 295,049
AVERAGE PRICE PER OUNCE SOLD $ 312 $ 374 $ 323 $ 379
======== ======== ======== ========
</TABLE>
(1) Commercial production commenced at Kubaka on June 1, 1997, and at Fort
Knox on March 1, 1997. Consolidated total cash costs exclude the impact
of the write-down of heap leach inventories at Guanaco in 1996. Mining
at Guanaco was completed during the second quarter of 1997, and mining
at Hayden Hill was completed in the fourth quarter of 1997, with
residual leaching at both mines continuing during 1998.
(2) Cash operating costs at the mine sites include overhead, net of credits
for silver by-products. Total cash costs include cash operating costs
plus royalties and applicable production taxes. Total production costs
include total cash costs plus reclamation and depreciation and
depletion.
7
<PAGE> 8
RESULTS OF OPERATIONS
Amax Gold Inc. reported a second quarter 1998 loss including preferred stock
dividends of $20.9 million, or $.19 per share, on revenue of $74.5 million,
compared with a second quarter 1997 net loss of $10.9 million, or $.11 per
share, on revenue of $73.3 million.
For the first six months of 1998, the Company had a loss of $25.6 million, or
$.23 per share, on revenue of $137.2 million, compared with a loss of $14.2
million, or $.14 per share, on revenue of $111.7 million, for the 1997 period.
Results for 1998 include an extraordinary loss of $11.5 million, or $.10 per
share related to writing off unamortized financing costs on the early
extinguishment of debt repaid in connection with the Kinross merger. Excluding
the extraordinary item, the loss for the first six months of 1998 was $14.1
million, or $.13 per share. Excluding the $4.5 million cumulative effect of a
1997 first quarter inventory accounting change, the Company's loss for the first
six months of 1997 was $18.7 million, or $.18 per share. The reduced loss in
1998, excluding special items, primarily resulted from selling a portion of the
Company's foreign tax losses to Cyprus Amax, reductions in net general and
administrative expense and a significant improvement in operating costs,
partially offset by a reduction in realized gold prices and reduction of
capitalized interest.
Operating income was $2.5 million for the first six months of 1998, compared to
$0.6 million for the first six months of 1997. The increase in operating income
is primarily a result of reduced general and administrative expenses during the
second quarter of 1998. The improvement in operating costs during 1998 were
offset by a decrease in average gold price realized.
Amax Gold's average realized price for the second quarter and the first six
months of 1998 was $312 per ounce and $323 per ounce, respectively, compared
with $374 per ounce and $379 per ounce, respectively, for the comparable 1997
periods. Gold ounces sold during 1998 increased significantly over 1997 as a
result of full production at Fort Knox and Kubaka during the first six months of
1998 compared to partial production during the first six months of 1997, when
both mines achieved commercial production.
Gold production was 205,774 ounces for the second quarter of 1998, compared to
192,493 ounces in the second quarter of 1997. Gold production at Kubaka
increased to 60,483 ounces in the second quarter of 1998 compared to 17,432
ounces in the second quarter of 1997. Kubaka started commercial production on
June 1, 1997. Production at Fort Knox increased to 106,508 ounces in the second
quarter of 1998 from 94,831 ounces in the second quarter of 1997, primarily as a
result of processing higher grade ore during the second quarter of 1998. Fort
Knox began commercial production on March 1, 1997. Gold production at Refugio
during the second quarter of 1998 was comparable to the second quarter of 1997.
During the second quarter of 1998, crusher throughput at Refugio was lower than
planned due to motor failures in the crusher and conveyor systems. During the
second quarter of 1997, unusually harsh weather conditions resulted in the
suspension of mining at Refugio for several weeks. Gold production at Guanaco
and Hayden Hill continue to decrease as expected as both mines continue in
residual leaching. Gold production at Guanaco and Hayden Hill is expected to
continue to decline through the remainder of 1998. Gold production in the first
six months of 1998 increased to 403,320 ounces compared to 295,727 ounces in the
first six months of 1997 primarily as a result of a full six months of
production at Fort Knox and Kubaka during 1998 partially offset by reduced
production at Guanaco and Hayden Hill as a result of residual leaching.
Consolidated average total cash costs for the second quarter of 1998 decreased
to $171 per ounce from $194 per ounce in the second quarter of 1997. Total cash
costs at Fort Knox were $155 per ounce in the second quarter of 1998, compared
to $170 per ounce in the second quarter of 1997 as a result of higher
production. Total cash costs for the second quarter of 1998 at both Guanaco and
Hayden Hill decreased
8
<PAGE> 9
significantly compared to the second quarter of 1997 as a result of completing
mining during 1997. Total cash costs at Kubaka increased to $180 per ounce in
the first quarter of 1998 from $160 in the first quarter of 1997. Total average
cash costs for the first six months of 1998 were $180 per ounce, compared to
$209 per ounce during the first six months of 1997, primarily as a result of
lower total cash costs at Guanaco and Hayden Hill due to the completion of
mining at both mines during the second half of 1997.
Depreciation and depletion increased to $28.9 million during the second quarter
of 1998 from $25.1 million in the second quarter of 1997 primarily as a result
of the additional Fort Knox and Kubaka production, partially offset by the
absence of depreciation and depletion in 1998 at Guanaco and Hayden Hill. Both
Guanaco and Hayden Hill completed mining in 1997. Depreciation and depletion
during the first six months of 1998 was $48.5 million compared to $36.5 million
in 1997.
Lower net general and administrative expenses for the second quarter and first
six months of 1998 compared to 1997 are primarily attributed to offsetting
expenses with the management fee from Kubaka and the reduction of corporate
staff subsequent to the merger.
Second quarter 1998 exploration expense was $1.7 million compared to $1.5
million in the second quarter of 1997. Exploration expense for the first six
months of 1998 was $2.8 million, compared to $2.3 million in 1997.
Interest expense was $8.3 million for the second quarter of 1998, compared to
$10.3 million in the second quarter of 1997. The company paid off a substantial
portion of its debt in connection with the merger. In addition, the Company is
not being charged interest on advances from Kinross U.S.A. effective June 1,
1998. Interest expense for the first six months of 1998 was $19.1 million
compared to $15.5 million in the first six months of 1997 including $4.2 million
capitalized on construction projects completed in 1997.
LIQUIDITY AND CAPITAL RESOURCES
Amax Gold's cash flow from operations for the first six months of 1998 was $28.4
million compared with $21.8 million for the comparable 1997 period. The
increased cash flow was primarily attributed to the additional production at
Fort Knox and Kubaka as well as lower total cash costs.
During April and May 1998, the Company borrowed an additional $17.0 million
under its demand loan facility with Cyprus Amax. In connection with the Kinross
merger, the Company's outstanding $90.3 million demand loan with Cyprus Amax was
transferred to Kinross U.S.A. During June 1998, Kinross U.S.A. advanced the
Company approximately $255.8 million which was used to pay down outstanding
debt. There is no interest charged to the Company by Kinross U.S.A. on the
demand loan or any outstanding advances.
In July 1998, the Company liquidated its hedge position and received
approximately $45.9 million in cash, which was used to reduce advances from
Kinross U.S.A.
Amax Gold paid regular dividends of $1.875 on the $3.75 Series B Convertible
Preferred Stock during the first half of 1998.
Depending upon future gold prices, cash flow from operations for the remainder
of 1998 is expected to be sufficient to fund the Company's remaining cash needs,
including preferred dividends and the Company's share of scheduled third-party
debt service. Any excess cash generated will be used to reduce outstanding
advances.
9
<PAGE> 10
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
commencement of mining, gold production, 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 the effect of 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, and an Information Statement/Prospectus dated April 23, 1998, filed with
the SEC pursuant to the Exchange Act, for more detailed discussions 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 forwardlooking 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.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In October 1996, a purported shareholder derivative action was
filed in the Court of Chancery of Delaware on behalf of a
stockholder of the Company, entitled Harry Lewis v. Milton H. Ward,
et al., C.A. No. 15255-NC, against Cyprus Amax Minerals Company, a
former majority stockholder of the Company (Cyprus Amax), the
directors of the Company and the Company as a nominal defendant.
The Complaint alleges, among other things, that the defendants
engaged in self-dealing in connection with the Company's entry in
March 1996 into a demand loan facility provided by Cyprus Amax. The
complaint seeks, among other things, a declaration that the demand
loan facility is not entirely fair to the Company and damages in an
unspecified amount. The Company believes that the complaint is
without merit and intends to defend the matter vigorously.
On February 13, 1998, a purported class action was filed in the
Court of Chancery of Delaware by two Amax Gold Stockholders
entitled Joseph Ratzerdorfer, and Victoria Shaev, IRA v. Milton H.
Ward, et al., C.A. No. 16189-NC, against Cyprus Amax, the Company's
directors, and the Company as a nominal defendant. The complaint
alleges, among other things, that the defendants breached their
fiduciary duties of loyalty and due care in connection with Amax
Gold's entry into the Kinross merger agreement. The complaint
seeks, among other things, an order rescinding the transaction
and/or awarding damages in an unspecified amount. Amax Gold
believes that the complaint is without merit and intends to defend
the matter vigorously.
The Company has been named in a complaint filed in the United
States District Court for the District of South Carolina, Rock Hill
Division, by Kershaw Gold Company, Inc. (Kershaw), a subsidiary of
Piedmont Mining Company (Piedmont) that owns 37.5% of the Haile
project in which the Company is participating. The Complaint
alleges that the Company tortiously interfered with the performance
by its subsidiaries, Lancaster Mining Company Inc. (Lancaster) and
Haile Mining Company (Haile), of their obligations under certain
agreements. The Company was awarded judgment notwithstanding the $9
million jury verdict in the case. The plaintiff has appealed the
decision to the U.S. Court of Appeals for the Fourth Circuit. The
litigation is part of the lawsuit filed originally in South
Carolina Circuit Court in March 1995 by Piedmont and Kershaw
against the Company, Lancaster and Haile, alleging breach of
contract, fraud and tortious interference with contract rights. In
response to motions filed by the defendants, all claims of Piedmont
and Kershaw were dismissed on the grounds that jurisdiction was to
be determined by arbitration, except the claim of Kershaw against
the Company described above. Piedmont and Lancaster have appealed
the April 1998 order of the South Carolina Circuit Court denying
their motion for reconsideration of dismissal of certain claims
against the Company and certain subsidiaries. The motion for
reconsideration is currently pending.
Pursuant to certain agreements among Piedmont, Kershaw and the
Company, Piedmont and Kershaw indemnified the Company from all
environmental and other liabilities arising from Piedmont's
operations or other conditions existing on the Haile property prior
to July 1, 1992. Following Piedmont's and Kershaw's continued
refusal to pay environmental costs that the Company believes were
covered by the indemnity, the Company submitted to arbitration its
claim for $1.4 million, the amount of such costs incurred through
August 1995. The Company prevailed in the matter and has received
the $1.4 million arbitration award, including accrued interest. In
November 1997, the Company submitted to arbitration its claim for
$1.7 million, the amount of environmental costs from August 1995
through October 1997, which the Company believes are covered by the
indemnity and cash contributions to property maintenance and
operations which the Company has made on behalf of Kershaw.
ITEM 2. CHANGES IN SECURITIES
On June 1, 1998, the Company completed a merger agreement with
Kinross providing for a combination of their businesses. In the
merger, each outstanding share of the Company's Common Stock was
converted into 0.8004 of a share of Kinross Common Stock. Kinross
Merger Corporation, a wholly-owned subsidiary of Kinross (Kinross
Merger), was merged with and into the Company and the Company
became a wholly-owned subsidiary of Kinross. Immediately following
the effective time of the merger, the Company, as the surviving
entity of the combination with Kinross Merger, issued to Kinross
92,213,928 shares of the Company's Common Stock, representing all
of the issued and outstanding shares of the Company's Common Stock.
Kinross subsequently transferred ownership of such shares to
Kinross Gold U.S.A., Inc., a wholly-owned subsidiary of Kinross
which is currently the sole holder of the Company's Common Stock.
In connection with the merger, the Company's Certificate of
Incorporation was amended to modify certain terms of the Company's
$3.75 Series B Convertible Preferred Stock (Series B Preferred
Shares). The amendment provides that, upon the effective time of
the merger, the Series B Preferred Shares became convertible into a
number of Kinross common shares determined by multiplying (i) the
number of shares of the Company's Common Stock into which the
Series B Preferred Shares were convertible immediately prior to the
effective time by (ii) the exchange ratio contemplated in the
merger agreement. In addition, immediately prior to the effective
time of the merger, each Series B Preferred Share became entitled
to cast 1.4 votes, voting together as a class with the Company's
Common Stock (and any other shares of capital stock of the Company
at the time entitled to vote), on all matters submitted to a vote
of the Company's stockholders. The effects of the merger on the
rights and privileges of the Series B Preferred Shares are
described in greater detail in an Information Statement/Prospectus
dated April 23, 1998, filed with the SEC pursuant to the Exchange
Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 10, 1998, a written consent was delivered to the Company
with respect to 92,213,928 shares of the Company's Common Stock
held beneficially by Kinross U.S.A., in favor of the adoption of an
amendment to the Company's Certificate of Incorporation for the
purpose of changing the name of the Company to "Kinam Gold Inc."
Pursuant to the provisions of Section 228 of the Delaware General
Corporation Law, on or about August 19, 1998, the Company began
mailing to all record holders of the Series B Preferred Shares a
notice of the proposed action to change the Company's name. The
shares of the Company's Common Stock held by Kinross U.S.A. and
represented by the Kinross U.S.A. consent described above
constitute 100% of the outstanding shares of the Company's Common
Stock and, after giving effect to the voting rights of the holders
of the Series B Preferred Shares, approximately 97.3% of the votes
eligible to be cast with respect to the proposal to change the
Company's name. Accordingly, the delivery of the Kinross U.S.A.
consent constitutes sufficient action to adopt such amendment and
no additional approval by the holders of the Series B Preferred
Shares is required or has been requested with respect thereto. The
Company currently anticipates that the proposed amendment will
become effective on or about September 18, 1998. The matters
relating to the proposed change of the Company's name are more
fully described in an Information Statement dated August 14, 1998
filed by the Company with the SEC pursuant to the Exchange Act.
ITEM 5. OTHER INFORMATION
Not Applicable.
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Exhibit
(27) Financial Data Schedule
(b) Reports on Form 8-K - None
12
<PAGE> 13
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/ Brian W. Penny
--------------------------------------
Treasurer
(principal accounting officer)
Dated: September 8, 1998
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 26,200,000
<SECURITIES> 0
<RECEIVABLES> 42,700,000
<ALLOWANCES> 0
<INVENTORY> 50,700,000
<CURRENT-ASSETS> 131,100,000
<PP&E> 1,132,900,000
<DEPRECIATION> 432,400,000
<TOTAL-ASSETS> 834,900,000
<CURRENT-LIABILITIES> 172,800,000
<BONDS> 0
0
1,800,000
<COMMON> 900,000
<OTHER-SE> 253,100,000
<TOTAL-LIABILITY-AND-EQUITY> 834,900,000
<SALES> 137,200,000
<TOTAL-REVENUES> 137,200,000
<CGS> 83,000,000
<TOTAL-COSTS> 134,700,000
<OTHER-EXPENSES> (5,400,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,600,000<F1>
<INCOME-PRETAX> (10,700,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,700,000)
<DISCONTINUED> 0
<EXTRAORDINARY> (11,500,000)
<CHANGES> 0
<NET-INCOME> (22,200,000)
<EPS-PRIMARY> (.23)
<EPS-DILUTED> (.23)
<FN>
<F1>NET OF INTEREST INCOME OF $0.5 MILLION.
</FN>
</TABLE>
