<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 MARCH 31, 2000
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
KINAM GOLD INC.
(Formerly 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 SO STATE ST., # 820, SALT LAKE CITY, UTAH 84111
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants' 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 May 12, 2000 - 92,213,928
shares
Total Pages - 11
Exhibit Index Located on Page 10
30
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
-------- --------
<S> <C> <C>
Revenues $ 55.9 $ 57.7
Costs and operating expenses (income):
Cost of sales 40.7 37.1
Depreciation and depletion 19.8 20.6
General and administrative (1.1) (0.9)
Exploration 0.6 0.4
-------- --------
Total costs and operating expenses 60.0 57.2
-------- --------
(Loss) income from operations (4.1) 0.5
Interest expense (2.5) (2.8)
Interest income 1.3 0.2
Other -- 0.8
-------- --------
Loss before income taxes (5.3) (1.3)
Income tax expense (1.2) (0.5)
-------- --------
Net loss (6.5) (1.8)
Preferred stock dividends (1.7) (1.7)
-------- --------
Loss attributable to common shares $ (8.2) $ (3.5)
======== ========
Per common share:
Net basic and diluted loss $ (0.09) $ (0.04)
Weighted average number of common shares outstanding 92.2 92.2
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 3
KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions except par value of stock)
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
<S> <C> <C>
ASSETS
Current
Cash and equivalents $ 26.7 $ 25.1
Inventories 43.7 49.2
Receivables 22.4 21.8
Other 3.1 2.2
------- -------
Current assets 95.9 98.3
Property, plant and equipment, net 336.0 351.0
Other 14.4 14.6
------- -------
$ 446.3 $ 463.9
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Current
Demand loan $ 73.6 $ 73.6
Current maturities of long-term debt 22.5 25.3
Accounts payable, trade 18.0 22.7
Accrued and other current liabilities 14.0 15.2
Reclamation reserve, current portion 5.9 6.2
------- -------
Current liabilities 134.0 143.0
Advance from parent 215.3 213.2
Long-term debt 109.6 110.6
Reclamation reserve, non-current portion 25.2 24.6
Other 17.9 20.0
------- -------
502.0 511.4
------- -------
Shareholders' equity (capital deficiency):
Preferred stock, par value $1.00 per share, authorized 10,000,000
shares, 2,000,000 shares designated as $2.25 Series A Convertible
Preferred Stock, no shares issued and outstanding: and 1,840,000
shares 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 0.9 0.9
Paid-in capital 409.4 409.4
Accumulated deficit (467.8) (459.6)
------- -------
Total shareholders' equity (capital deficiency) (55.7) (47.5)
------- -------
Total liabilities and shareholders' equity (capital deficiency) $ 446.3 $ 463.9
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
KINAM GOLD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
2000 1999
----- ------
<S> <C> <C>
Cash flows from operating activities
Net loss $(6.5) $(1.8)
Adjustments to reconcile net loss to cash flow provided from
operations:
Depreciation and depletion 19.8 20.6
Increase in reclamation reserve 0.3 0.5
(Increase) decrease in working capital items (6.6) 0.3
----- -----
Cash flow provided from operating activities 7.0 19.6
----- -----
Cash flows used in investing activities:
Capital expenditures (2.0) (0.9)
----- -----
Cash flow used in investing activities (2.0) (0.9)
----- -----
Cash flows from financing activities:
Repayment of debt (3.8) (9.7)
Advance from parent 2.1 --
Preferred dividends paid (1.7) (1.7)
----- -----
Cash flow used in financing activities (3.4) (11.4)
----- -----
Net increase in cash and cash equivalents 1.6 7.3
Cash and cash equivalents at January 1 25.1 18.5
----- -----
Cash and cash equivalents at March 31 $26.7 $25.8
===== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
KINAM GOLD INC.
(FORMERLY AMAX GOLD INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
(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 the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
On June 1, 1998, Kinam Gold, Inc. (the Company) completed a merger agreement
with Kinross Gold Corporation ("Kinross") providing for a combination of their
businesses. Kinross currently owns 100% of the Company's outstanding common
stock.
2. INVENTORIES
Inventories consist of the following (in millions):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
<S> <C> <C>
Gold:
Finished goods $ 8.1 $14.4
Work in progress 2.3 2.7
Materials and supplies 33.3 32.1
----- -----
$43.7 $49.2
===== =====
</TABLE>
3. LONG-TERM DEBT
Long-term debt repayments during the first quarter of 2000 were comprised of
capital lease repayments of $2.0 million and repayments of the Kubaka
subordinated working capital debt totaling $1.8 million.
4. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis, and call option
contracts options are entered into from time to time to protect the Company from
the effect of price changes on precious metals sales. As of March 31, 2000 the
Company had no outstanding hedge contracts.
5
<PAGE> 6
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 is being included in revenue over the period the underlying hedge
contracts were originally scheduled to expire.
5. 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 $45.0 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PRODUCTION RESULTS
The following table sets forth the Company's ounces of gold production,
production costs, ounces of gold sold and average realized prices for the three
months ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
2000 1999
-------- --------
<S> <C> <C>
Gold production (ounces)
Fort Knox 76,681 72,812
Kubaka 59,592 62,001
Refugio 25,666 26,425
Hayden Hill 2,227 3,757
Guanaco 4,265 6,530
-------- --------
Consolidated gold production 168,431 171,525
======== ========
Cash operating cost ($ per ounce of gold produced)(1)
Fort Knox $ 241 $ 223
Kubaka 113 98
Refugio 260 240
Hayden Hill 258 159
Guanaco 146 154
-------- --------
Consolidated cash operating cost $ 196 $ 177
======== ========
Total cash cost ($ per ounce of gold produced)(2)
Fort Knox $ 241 $ 223
Kubaka 150 143
Refugio 276 253
Hayden Hill 269 166
Guanaco 165 171
-------- --------
Consolidated total cash cost $ 213 $ 195
======== ========
Total production cost ($ per ounce of gold produced)(3)
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
Fort Knox $ 357 $ 338
Kubaka 318 317
Refugio 335 328
Hayden Hill 269 166
Guanaco 165 171
-------- --------
Consolidated total production cost $ 334 $ 319
======== ========
Ounces of gold sold 190,279 193,960
Average realized price per ounce of gold $ 293 $ 297
</TABLE>
(1) Cash operating cost at the mine sites includes overhead, net of credits for
silver by-product.
(2) Total cash cost includes cash operating cost plus royalties and applicable
production taxes.
(3) Total production cost includes total cash cost plus reclamation and
depreciation and depletion.
RESULTS OF OPERATIONS
The Company reported a first quarter 2000 net loss of $6.5 million, or $.09 per
share after preferred dividends, on revenue of $55.9 million, compared with a
1999 first quarter net loss of $1.8 million, or $.04 per share after preferred
dividends, on revenue of $57.7 million. An operating loss of $4.1 million for
the first quarter of 2000 compared with operating income of $0.5 million for the
1999 first quarter. Slightly lower gold sales coupled with lower realized prices
and higher cash costs contributed to the operating loss.
The Company's average realized price in the first quarter of 2000 declined to
$293 per ounce compared with $297 per ounce for the 1999 first quarter. The
average spot price was $290 per ounce in the first quarter of 2000 compared with
$287 per ounce in the first quarter of 1999. The realized price exceeded the
spot price due to the amortization of the gain realized when the hedge position
was closed in 1998.
The Company's first quarter 2000 gold production of 168,431 ounces compared with
171,525 ounces in the 1999 first quarter. The Company's first quarter 2000 cost
of sales increased to $40.7 million, compared with $37.1 million in the first
quarter of 1999. Consolidated total cash costs increased to $213 per ounce for
the first quarter of 2000, compared with $195 per ounce in the first quarter of
1999 partially due to increased diesel fuel prices.
FORT KNOX MINE
Gold production in the first quarter of 2000 was 76,681 ounces, compared with
72,812 ounces during the first quarter of 1999. In the first quarter of 2000,
total cash costs were $241 per ounce of gold compared with $223 in 1999. The
Fort Knox mill processed 3.7 million tons during the first quarter of 2000
compared to 3.2 million in 1999. Cash spending was $2.2 million higher than the
first quarter of 1999. Increased spending was incurred due to unplanned
maintenance expenditures of $0.7 million and higher than planned tons mined and
milled. The balance of the year production is expected to return to normal
levels as the grade of ore processed is expected to increase. Estimated gold
production for 2000 remains at 350,000 ounces at total cash costs of
approximately $200 per ounce.
7
<PAGE> 8
KUBAKA MINE
The Company's share of gold production in the first quarter of 2000 was 59,592
ounces, compared with 62,001 ounces during the first quarter of 1999. In the
first quarter of 2000, total cash costs were $150 per ounce of gold compared
with $143 in 1999. Total cash costs per ounce of gold increased due to inclusion
of the 5% export royalty in 2000. The Kubaka mine continues to perform
exceptionally well, having achieved the lowest total cash costs per ounce of the
Company's operations due to the high-grade nature of the ore body and its
efficient exploitation. The 1999-2000 winter road re-supply was completed once
again on time and on budget.
REFUGIO MINE
The Company's share of gold production in the first quarter of 2000 was 25,666
ounces, compared with 26,425 ounces during the first quarter of 1999. In the
first quarter of 2000, total cash costs were $276 per ounce of gold as compared
with $253 in 1999. Cash spending was on plan, but lower than anticipated gold
production due to a shortfall of tons crushed in late 1999, resulted in higher
than planned unit costs in the first quarter. However, Compania Minera Maricunga
(CMM), the Chilean joint venture company, placed 2.8 million tons on the
leachpad during the quarter, its best quarterly tonnage performance to date. In
2000, CMM continued to improve operations and replace inefficient equipment. In
the first quarter, the fourth, and final tertiary crusher was replaced and four
of five power generation plants were overhauled.
The Company's first quarter 2000 depreciation and depletion decreased to $19.8
million from $20.6 million in the first quarter for 1999 due primarily to
decreased sales and lower depreciation rates due to the 1999 write downs.
General and administrative income of $1.1 million for the first quarter of 2000
compared with 1999 first quarter income of $0.9 million. The increased income is
mainly attributable to the inclusion of the Refugio management fee in 2000.
The $0.2 million increase in exploration expense to $0.6 million for the first
quarter of 2000 resulted from increased exploration near the Guanaco Mine in
Chile.
Lower interest expense of $2.5 million for the first quarter of 2000, compared
with $2.8 million for the 1999 first quarter, was primarily attributed to lower
debt balances.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow from operations for the first quarter of 2000 of $7.0
million compared with $19.6 million for the comparable 1999 first quarter. The
decrease was due to higher cash costs and lower sales, coupled with a
significant increase in working capital primarily due to reduced trade payables.
Capital spending was $2.0 million for the 2000 first quarter compared with $0.9
million during the 1999 first quarter. Approximately $1.2 million was spent at
Fort Knox, primarily on permitting activities of the True North property, while
the remaining $0.8 million was spent at Refugio during the 2000 first quarter to
address certain operational inefficiencies.
8
<PAGE> 9
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, projected quantities of future gold production,
estimated reserves and recovery rates, anticipated production rates, costs and
expenditures, prices realized by the Company and expected to be realized,
expected future cash flows, anticipated financing needs, growth plans and
sources of financing and repayment alternatives. Factors that could cause actual
results to differ materially from such forward-looking statements 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,
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 event, lower than expected ore grades, the failure of equipment or
processes to operate in accordance with specifications or expectations, labor
relations, accidents, 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
13 to 16 of the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission, 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
COMMODITY PRICE RISKS
The Company's revenues are derived primarily from the sale of gold production.
The Company's net income can vary significantly with fluctuations in the market
prices of gold. At various times, in response to market conditions, the Company
has entered into gold forward sales contracts for some portion of expected
future production to mitigate the risk of adverse price fluctuations. The
significant decline in spot gold prices in 1998 increased the value of the
Company's forward sales contracts. The Company closed out these contracts in
1998 for $45.9 million in cash. See note 4 to the consolidated financial
statements. Based on the Company's projected 2000 sales volume, each $10 per
ounce change in the average realized price on gold sales would have an
approximate $7.25 million impact on revenues and pre-tax earnings.
FOREIGN CURRENCY EXCHANGE RISK
The Company conducts the majority of its operations in the U.S., Russia, and
Chile. Currency fluctuations affect the cash flow that the Company will realize
from its operations as gold is sold in U.S. dollars, while production costs are
incurred in Russian rubles, Chilean pesos and U.S. dollars. The Company's
results are positively affected when the U.S. dollar strengthens against these
foreign currencies and adversely affected when the U.S. dollar weakens against
these foreign currencies. The Company's cash and equivalent balances are held in
U.S. dollars. Holdings denominated in other currencies are relatively
insignificant.
The temporal method is used to consolidate results of operations in Russia. The
major currency-related exposure at any balance sheet date is on
ruble-denominated cash balances and working capital. Because the bullion
inventory is denominated in U.S. dollars, there are no related foreign exchange
risks. The foreign exchange exposure on the balance of the Company's working
capital items is nominal. Gold sales are
9
<PAGE> 10
primarily denominated 50% in U.S. dollars and 50% in rubles. The U.S. dollars
received are used to service the U.S. dollar denominated debt and the foreign
supplies inventory purchases, while the rubles received from the gold sales are
used to pay local operating costs. The Company has and will continue to convert
any excess rubles into U.S. dollars to repay U.S. denominated third party and
inter-corporate debt obligations. Assuming estimated 2000 ruble payments of 880
million rubles at an exchange rate of 30 rubles to one U.S. dollar, each 2
rubles change to the U.S. dollar could result in an approximate $1.8 million
change in the Company's pre-tax earnings.
In Chile, the currency measurement is the U.S. dollar as the majority of
transactions are denominated in U.S. dollars. Local expenditures are recorded
based on the prevailing exchange rate at the time and bullion settlement
receivables are denominated in U.S. dollars. Assuming the Company's share of
estimated 2000 pesos payments of 3.2 billon pesos at an exchange rate of 515
pesos to one U.S. dollar, each 15 pesos change to the U.S. dollar could result
in an approximately $0.2 million change in the Company's pre-tax earnings.
INTEREST RATE RISKS
As at March 31, 2000, the Company carried $115.9 million of variable rate debt,
all denominated in U.S. dollars. Interest expense would change by approximately
$1.2 million for every one percent change in interest rates.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is also involved in legal proceedings and claims which arise in the
ordinary course of its business. The Company believes these claims are without
merit and is vigorously defending them. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially affect
the financial position, results of operations or cash flows of the Company.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Number
--------------
<S> <C>
(10) Purchase and Sale Agreement, effective as of May 14, 1999,
between Newmont Alaska Limited, Kinam Gold Corporation,
Fairbanks Gold Mining Inc., and Newmont Gold Company.
(27) Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K - None
10
<PAGE> 11
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.
KINAM GOLD INC.
By /s/ Brian W. Penny
---------------------------------
Treasurer and Director
(principal financial officer)
Dated: May 12, 2000
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number DESCRIPTION
- -------- -----------
<S> <C>
(10) Purchase and Sale Agreement, effective as of May 14, 1999,
between Newmont Alaska Limited, Kinam Gold Corporation,
Fairbanks Gold Mining Inc., and Newmont Gold Company.
(27) Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement is effective as of May 14, 1999,
between Newmont Alaska Limited ("Newmont"), a Delaware corporation, Kinross Gold
Corporation ("Kinross"), a Canadian corporation, and Fairbanks Gold Mining, Inc.
("FGMI"), a Delaware corporation. Newmont Gold Company ("NGC"), a Delaware
corporation, joins for the limited purposes set forth herein.
RECITALS
A. Newmont, as successor in interest, owns a sixty-five percent (65%)
participating interest in the True North Joint Venture pursuant to a Venture
Agreement dated June 9, 1995, as amended, between Newmont Exploration Limited
and La Teko Resources, Inc. ("Venture Agreement"). Pursuant to the Venture
Agreement, Newmont owns a sixty-five percent (65%) interest in certain
properties in the Fourth Judicial District of the State of Alaska and in related
assets, all as more particularly described herein.
B. Newmont desires to sell to FGMI, and Kinross and FGMI desire that
FGMI purchase from Newmont, Newmont's entire interest in the Venture Agreement
and in the properties and other assets related thereto.
Therefore, in consideration of the mutual covenants contained in this
Agreement, and other valuable consideration, the receipt of which is hereby
acknowledged by the parties, Newmont, NGC, Kinross, and FGMI agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Certain Definitions. In this Agreement, the following terms shall
have the meanings set forth or cross-referenced below:
"Affiliate" means any person, partnership, joint venture, corporation or
other form of enterprise which directly or indirectly controls, is controlled
by, or is under common control with, a Party. For purposes of the preceding
sentence, "control" means possession, directly or indirectly, of the power to
direct or cause direction of management and policies through ownership of voting
securities, contract rights, voting trust, or otherwise.
"Agreement" means this Purchase and Sale Agreement and the Exhibits
attached hereto (all of which Exhibits shall be deemed to be incorporated herein
by reference and made a part hereof as if set out in full herein).
"Agreement Date" means the date of this Agreement, which is the date
first set forth above.
"Claims" means the State of Alaska mining claims described in Exhibit B.
<PAGE> 2
"Equipment" means the personal property and other equipment identified
in Exhibit D.
"Fee Lands" means the lands described in Exhibit A.
"Files and Records" means all files, reports, and accounting records
relating to the Purchased Assets, including without limitation those relating to
title, except for: (i) any reports, summaries or other documents prepared by or
for Newmont or NGC for any negotiations with Kinross or La Teko Resources, Inc.
or any Affiliate thereof; and (ii) opinions or work product (other than title
reports and title opinions related to the Properties) prepared by counsel on
behalf of Newmont or a Newmont Affiliate.
"Party" or "Parties" means Kinross, FGMI and Newmont, and their
successors and permitted assigns, as parties to this Agreement. NGC is a Party
only for the limited purposes set forth herein.
"Permits" means the existing permits and applications for permits,
described on Exhibit E, appurtenant or relating to the Properties.
"Properties" means the Claims, Fee Lands, and Property Agreements.
"Property Agreements" means the Venture Agreement, leases and other
agreements described in Exhibit C.
"Purchased Assets" means all of Seller's right, title, and interest in
the Properties, the Files and Records, the Technical Data, and the Equipment.
"Technical Data" means the following, if any: engineering studies and
working papers, consultants reports and working papers, pre-feasibility reports,
feasibility reports, mine plans, surface and underground maps, assays, samples,
cores, analyses, geologic and geophysical maps, engineering maps, photographs,
drill logs, exploration reports, environmental studies, correspondence with
governmental officials and entities, reserve studies and reports, metallurgical
studies and reports, and all other information and data in printed or electronic
form concerning the condition, geology, mineral potential, physical
characteristics, minability, or other technical matters related to the
Properties, except any studies, reports, analyses or other documents prepared by
or for Newmont or NGC for any negotiations with Kinross or La Teko Resources,
Inc. or any Affiliate thereof.
ARTICLE 2
CLOSING
2.1 Closing.
(a) Newmont, Kinross and FGMI shall, subject to satisfaction of
the conditions precedent set forth in Sections 2.2 (a) and (b), consummate and
close the transactions contemplated by Sections 3.1, 3.2, 4.1, and 4.2 of this
Agreement ("Closing") within 30 days from the Agreement Date, on a date
("Closing Date") and at a place and time mutually agreed by the Parties.
2
<PAGE> 3
(b) In the event the Parties fail to close the transactions
contemplated by this Agreement within the time frame prescribed in Section
2.1(a), or within such additional time as may be agreed upon in writing by the
Parties, as a result of any of the conditions set forth in Sections 2.2(a) and
(b) not having been satisfied, this Agreement shall terminate and the Parties
shall have no further rights or obligations pursuant hereto, except for the
obligations under Section 7.11, which shall survive any termination of this
Agreement, but any cause of action held by a Party related to a breach of this
Agreement prior to such termination shall survive.
2.2 Conditions Precedent to Closing.
(a) Conditions Precedent to Obligations of Newmont. The
obligations of Newmont to complete the Closing are subject to the satisfaction
prior to or at the Closing, or the waiver by Newmont at its sole discretion
prior to the Closing, of each of the following conditions:
(i) La Teko Resources, Inc. shall have executed a
written waiver of its preemptive rights under Section 15.3 of the Venture
Agreement;
(ii) For each Property Agreement, Kinross and FGMI, in
cooperation with Newmont, shall have obtained from the lessors or grantors a
novation substantially in the form attached as Exhibit F, signed by the lessors
or grantors. Provided that the Closing occurs, Newmont agrees to share equally
any reasonable payments made to the lessors or grantors by Kinross or FGMI to
obtain novations for those Property Agreements requiring transfer consent from
the lessor or grantor, and to fund solely any reasonable payments made to the
lessors or grantors by Kinross or FGMI to obtain novations for those Property
Agreements not requiring transfer consent from the lessor or grantor;
(iii) Kinross and FGMI shall have obtained a full
release of the Guaranty of NGC dated April 3, 1998, pursuant to which NGC
guaranteed to the Alaska Mental Health Trust Authority the performance of
Newmont Alaska Exploration LLC (Newmont's predecessor in interest) under the
Upland Mining Lease dated April 7, 1998, between Alaska Mental Health Trust
Authority and Newmont Alaska Exploration LLC;
(iv) Kinross and FGMI shall have posted a reclamation
bond with the appropriate regulatory agencies in an amount and in a form
required by those agencies for a full release of Newmont's existing reclamation
bond;
(v) The representations and warranties of Kinross and
FGMI made herein, which shall be deemed to have been made again on and as of the
Closing Date, shall be true as of the Closing in all material respects; and
(vi) No action shall have been commenced that
constitutes a material challenge to the consummation of the transaction
contemplated hereby and no preliminary or permanent injunction or other order
shall have been issued that prevents consummation of the transactions
contemplated hereby.
3
<PAGE> 4
(b) Conditions Precedent to Obligations of Kinross and FGMI. The
obligations of Kinross and FGMI to complete the Closing are subject to the
satisfaction prior to or at the Closing, or the written waiver by Kinross and
FGMI at their sole discretion prior to the Closing, of each of the following
conditions:
(i) The representations and warranties of Newmont made
hereunder, which shall be deemed to have been made again on and as of the
Closing Date, shall be true as of the Closing in all material respects;
(ii) For each Property Agreement, Kinross and FGMI, in
cooperation with Newmont as provided in Section 2.2(a)(ii), shall have obtained
from the lessors or grantors a novation substantially in the form attached as
Exhibit F, signed by the lessors or grantors; and
(iii) No action shall have been commenced that
constitutes a material challenge to the consummation of the transaction
contemplated hereby and no preliminary or permanent injunction or other order
shall have been issued that prevents consummation of the transactions
contemplated hereby.
(c) Termination. Kinross or FGMI may terminate this Agreement,
by written notice to Newmont any time prior to the Closing, in the event it
discovers a material defect in Newmont's or the Venture's title to the
Properties that arose through events other than the action or inaction of La
Teko Resources, Inc. Upon such termination, except for Section 7.11, which shall
remain effective, the Agreement shall be deemed null and void, and the Parties
shall have no further rights or obligations pursuant hereto.
ARTICLE 3
CONSIDERATION FOR PURCHASED ASSETS
3.1 Purchase Price. At the Closing, Kinross and FGMI shall pay to
Newmont twenty eight million dollars ($28 million) by wire transfer of
immediately available funds, pursuant to written instructions provided by
Newmont to Kinross at least 48 hours before the scheduled time of Closing.
3.2 Additional Payments Due at Closing. At the Closing, Kinross and FGMI
shall also pay to Newmont, by wire transfer of immediately available funds, an
amount equal to holding costs paid by Newmont to the lessors or grantors, or the
United States or the State of Alaska or instrumentality thereof, to maintain the
Property Agreements and the Claims ("Property Holding Costs") the due date of
which occurs after April 30, 1999 and on or before the Closing Date. Newmont
shall not be entitled to reimbursement for any Property Holding Costs paid by
Newmont, or becoming due, prior to May 1, 1999, nor for any property taxes paid
prior to the Closing Date. Upon Closing, Kinross and FGMI shall be fully
responsible for all Property Holding Costs, property taxes, and all other
obligations and liabilities relating to the Properties or the Property
Agreements that become due after the Closing Date, regardless of whether such
costs, taxes, obligations, or liabilities accrued prior to the Closing Date. At
least five days prior to the Closing Date, Newmont shall provide written notice
to Kinross of the amount due at the Closing under this Section 3.2.
4
<PAGE> 5
ARTICLE 4
CONVEYANCES TO KINROSS
4.1 Transfer of the Interests. Subject to satisfaction of the conditions
set forth in Section 2.2(a) and (b), and to receipt of the payments under
Sections 3.1 and 3.2, Newmont agrees to transfer to FGMI all of its interest in
the Purchased Assets as follows. At the Closing, Newmont shall execute and
deliver to FGMI the following documents:
(a) Special Warranty Deed of the Fee Lands in the form of
Exhibit G.
(b) Mining Quit Claim Deed of the Claims in the form of Exhibit
H.
(c) Assignment and Assumption Agreement of the Property
Agreements in the form of Exhibit I.
(d) Bill of Sale of the Equipment, Files and Records, and the
Technical Data in the form of Exhibit J. Newmont may retain copies of all
written, graphic or electronic Files and Records and Technical Data. As of the
Closing Date, Kinross and FGMI shall assume all obligations for storing and
transporting the Files and Records and Technical Data.
(e) Confidentiality Agreement in the form of Exhibit L with
respect to copies of the Files and Records and Technical Data retained by
Newmont.
4.2 Transaction Costs. All fees, taxes, and recording costs required in
connection with the filing and recordation of the conveyances delivered to FGMI
at the Closing shall be paid by Kinross and FGMI.
ARTICLE 5
WARRANTIES, REPRESENTATIONS AND INDEMNITIES
5.1 Capacity of Parties; No Brokers. As of the Agreement Date, and as of
the date it executes this Agreement, Newmont, Kinross and FGMI each warrants and
represents that:
(a) it is a corporation duly organized and in good standing in
its state of incorporation and is qualified to do business and is in good
standing in those states where necessary in order to carry out the purposes of
this Agreement;
(b) it has the capacity to enter into and perform this Agreement
and all transactions contemplated herein, and all corporate and other actions
required to authorize it to enter into and perform this Agreement have been
properly taken;
(c) it is not subject to any governmental order, judgment,
decree, debarment, sanction or laws that would preclude the execution or
implementation of this Agreement;
5
<PAGE> 6
(d) this Agreement has been duly executed and delivered by it
and is valid and binding upon it in accordance with its terms, provided,
however, no representation is made as to (i) the remedy of specific performance
or other equitable remedies for the enforcement of this Agreement or other
agreement contemplated thereby, or (ii) limitations on remedies established by
applicable bankruptcy, insolvency, moratorium, and other similar laws affecting
generally the rights of creditors and secured parties;
(e) to its knowledge, the execution, delivery, and performance
of this Agreement will not violate any provision of any indenture, agreement, or
other instrument to which it or any of its Affiliates is a party or by which its
properties are bound, except for such matters as would not have a material
adverse effect on this Agreement taken as a whole; and
(f) it has not incurred any obligation or liability, contingent
or otherwise, for brokers or finders fees with respect to the matters provided
for in this Agreement.
5.2 Warranties and Representations of Newmont. As of the Agreement Date,
Newmont represents and warrants that the following provisions are true and
correct:
(a) Environmental Conditions. To Newmont's knowledge, all of
Newmont's and its Affiliates' mineral exploration activities conducted on the
Properties pursuant to the Venture Agreement or independently (if any) were
conducted in compliance with all federal, state and local laws and regulations
relating to environmental protection. Except for the existing 48 acres of
disturbance associated with its exploration activities under the Venture
Agreement, all disturbance caused by Newmont or its Affiliates has been
reclaimed in accordance with federal, state and local laws.
(b) Taxes. To Newmont's knowledge, all tax returns and reports
relating to the Purchased Assets (including, without limiting the scope of the
foregoing, all federal, state, and local property tax, unemployment
compensation, social security, sales, excise, severance and franchise tax laws)
have been duly filed and the taxes due thereunder paid, if any.
(c) Pending Litigation. To Newmont's knowledge, there are no
actions, suits, arbitrations, or proceedings currently pending or threatened
against Newmont or its Affiliates or otherwise, affecting the Purchased Assets.
(d) Title to Purchased Assets. Subject to the Venture Agreement
and the Property Agreements, title to the Properties is free and clear of liens
or encumbrances arising by, through, or under Newmont or its Affiliates.
(e) Compliance with Laws and Regulations. To Newmont's
knowledge, Newmont is in compliance with the Permits and with all currently
effective applicable laws and regulations concerning the Purchased Assets and
the operations of Newmont on the Properties.
(f) Status of Contracts. To Newmont's knowledge, the Property
Agreements are valid and in good standing, and there is no default thereunder.
6
<PAGE> 7
(g) Consents. To Newmont's knowledge, no consents or approvals
are required for the conveyance of the Properties to Kinross except as may be
provided in the Property Agreements and, except as provided in the Venture
Agreement, no preferential purchase rights applicable to Newmont's interest in
the Properties exist.
5.3 Indemnities.
(a) Kinross and FGMI Indemnity. Notwithstanding any provisions
in the Venture Agreement, Kinross and FGMI shall indemnify and hold harmless
Newmont, its Affiliates and successors, and its officers, directors, agents, and
employees from and against all loss, penalties, expense, damage and liability
(including, without limitation, loss due to injury or death, reasonable
attorney's fees, experts' fees and other expenses incurred in defending against
litigation, or administrative enforcement actions, either pending or threatened)
arising out of, relating to, or incurred in connection with:
(i) environmental conditions at or in connection with
the Properties, both to the extent the Properties have been previously used by
Newmont and its Affiliates and to the extent the Properties have been or will be
used by Kinross, FGMI, their Affiliates, or other third parties, which arises in
whole or in part under any federal, state or local law, including common law,
now existing or hereafter enacted, adopted or amended, including, without
limitation, any statutory or common law governing liability to third parties for
personal injury or property damage related to such environmental conditions,
provided that if Newmont is found by a court of competent jurisdiction to have
breached its representation and warranty under Section 5.2(a), Kinross' and
FGMI's indemnity shall not apply to any loss, cost, penalties, expense, damage,
or liability resulting from the conditions upon which that breach is founded;
(ii) any acts, omissions, conditions or events,
occurring after the Closing other than environmental liabilities covered
separately by Kinross' and FGMI's indemnification obligation in Section
5.3(a)(i);
(iii) any acts, omissions, conditions or events,
occurring prior to the Closing except those for which Newmont is providing an
indemnity in Section 5.3(b)(ii); and
(iv) any breach by Kinross or FGMI of any of their
representations, warranties, or covenants contained in this Agreement.
Kinross and FGMI shall be jointly and severally liable for any indemnity
obligations under this Section 5.3(a).
(b) Newmont and NGC Indemnity. Notwithstanding any provisions in
the Venture Agreement, Newmont and NGC shall indemnify and hold harmless
Kinross, FGMI, their Affiliates and successors, and their officers, directors,
agents, and employees from and against all loss, penalties, expense, damage and
liability (including, without limitation, loss due to injury or death,
reasonable attorney's fees, experts' fees and other expenses incurred in
defending against litigation, or administrative enforcement actions, either
pending or threatened) arising out of, relating to, or incurred in connection
with:
7
<PAGE> 8
(i) except for environmental liabilities covered by
Kinross' and FGMI's indemnity obligation in Section 5.3(a)(i), acts or
omissions, taken or not taken by Newmont or its Affiliates, related to the
Properties, occurring during the period prior to the Closing when Newmont or its
Affiliates held an interest therein; and
(ii) any breach by Newmont of any of Newmont's
representations, warranties, or covenants contained in this Agreement.
Newmont and NGC shall be jointly and severally liable for any indemnity
obligations under this Section 5.3(b).
(c) Indemnity Procedures.
(i) A Party claiming indemnification under this Section
5.3 (the "Indemnitee") shall notify in writing the Party or Parties from whom
indemnification is claimed (the "Indemnitor") in reasonable detail of the
nature, basis and estimated amount of the claim within a reasonable time after
discovery by the Indemnitee of the basis therefor or the assertion thereof by a
third party against the Indemnitee. Notice of a claim filed in any court or
administrative agency, or submitted to arbitration, shall be given to the
Indemnitor within 10 days of the Indemnitee's receipt of knowledge of such
filing but failure to provide notice within the 10 days shall not result in
forfeiture of indemnification rights except to the extent that the ability of
the Indemnitor to defend against the claim is materially impaired. In the event
of such notice by the Indemnitee to the Indemnitor of a third party claim, the
Indemnitor shall have 20 days after receipt thereof in which to admit or deny
responsibility for indemnification of the Indemnitee by written notice to the
Indemnitee, and
(A) As to claims with respect to which the Indemnitee and the
Indemnitor may share responsibility, each Party may elect to participate
in the defense of the claim through counsel of its choice and at its
expense, and neither Party shall settle or compromise the claim without
the consent of the other;
(B) If the Indemnitor denies responsibility or fails to admit or
deny responsibility for a claim within 20 days of the notice, the
Indemnitee shall have the sole option and right to defend the claim,
including the right to settle or compromise the claim without consent of
the Indemnitor, by counsel of its choice; and
(C) Except with respect to a claim as to which the Indemnitee
and the Indemnitor share responsibility, if the Indemnitor admits
responsibility for indemnification, the Indemnitor may at the same time
elect to control the defense of the claim by counsel of its choice and
at its expense, which counsel shall consult with the Indemnitee or its
counsel at the Indemnitee's expense, and except as limited herein shall
in such case have the right to settle or compromise the claim provided
that Indemnitee receives a full and complete release for any liability
relating to the claim, and the Indemnitee shall cooperate in such
defense and agree to and accept any money settlement or compromise
approved by the Indemnitor. If the Indemnitor does not so elect to
control the defense, the Indemnitee shall appear and defend the claim by
counsel of its choice, and the Indemnitor
8
<PAGE> 9
may participate in such defense by counsel of its choice at its expense,
which counsel shall be consulted by and shall assist counsel for the
Indemnitee, in which case the Indemnitor shall reimburse the Indemnitee
for its reasonable legal fees and expenses on a monthly basis.
ARTICLE 6
DISPUTE RESOLUTION
6.1 Rights Upon Default. In the event any party defaults on any one or
more of its obligations or covenants under this Agreement, each party shall have
all rights and remedies provided by law, including the right of specific
performance.
6.2 Attorney's Fees. In any litigation between the parties to this
Agreement or persons claiming under them resulting from, arising out of, or in
connection with this Agreement or the construction or enforcement thereof, the
substantially prevailing party or parties shall be entitled to recover from the
defaulting party or parties all reasonable costs, expenses, attorney's fees,
experts' fees and other costs of suit incurred by it in connection with such
litigation, including such costs, expenses and fees incurred prior to the
commencement of the litigation, in connection with any appeals, and in
collecting any final judgment entered therein. If a party or parties
substantially prevails on some aspects of such action, but not on others, the
court may apportion any award of costs and attorneys' fees in such manner as it
deems equitable.
ARTICLE 7
GENERAL PROVISIONS
7.1 Notice. All notices and other communications to either party shall
be in writing and shall be sufficiently given if (i) delivered in person, (ii)
sent by electronic communication, with confirmation sent by registered or
certified mail, return receipt requested, or (iii) sent by registered or
certified mail, return receipt requested. All notices shall be effective and
shall be deemed delivered (i) if by personal delivery, on the date of delivery,
(ii) if by electronic communication, on the date of receipt of the electronic
communication, and (iii) if by mail, on the date of delivery as shown on the
actual receipt. A party may change its address from time-to-time by notice to
the other party as indicated above. All notices to Newmont or NGC shall be
addressed to:
Newmont Alaska Limited [or Newmont Gold Company]
1700 Lincoln Street, Suite 2800
Denver, CO 80202
Fax: (303) 837-5851
All notices to Kinross or FGMI shall be addressed to:
c/o Kinross Gold Corporation
57th Floor, Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3Y2
CANADA
Fax: (416) 363-6622
9
<PAGE> 10
with a copy to:
Scott W. Loveless
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111
Fax: (801) 532-7750
7.2 Access. From the Agreement Date, until the Closing Date, upon
reasonable notice to Newmont, Newmont shall allow Kinross and FGMI reasonable
access to the Properties for purposes of conducting a non-invasive inspection of
the Properties, and to the Files and Records and Technical Data wherever
situated, and permit Kinross and FGMI to make and use copies and other
reproductions thereof, subject to the Confidentiality Agreement between Newmont
and Kinross dated November 11, 1998 ("Confidentiality Agreement"). Any such
inspections shall be conducted at Kinross' and FGMI's own risk and expense, and
in a manner that does not interfere with any of Newmont's or the Venture's
operations.
7.3 Environmental Permits. At Closing or as soon after the Closing as
the necessary agency approvals are obtained, Newmont shall assign to FGMI all
remaining Permits that it then holds authorizing the conduct of mineral
exploration activities on the Properties, pursuant to an assignment and
assumption in the form of Exhibit K. Upon Closing, FGMI shall assume all
obligations under the Permits, including requirements for completing
reclamation. After the Closing, neither Kinross nor FGMI may conduct any
exploration activities subject to any Newmont Permit on or within the Properties
unless the appropriate federal and state agencies have approved the transfer of
the Permits authorizing such activity from Newmont, accepted financial sureties
posted or provided by FGMI, and have released all financial sureties posted or
provided by Newmont under those Permits.
7.4 Maintenance of Purchased Assets. During the period between the
Agreement Date and the Closing, Newmont shall take such action as is reasonably
necessary to cause the representations and warranties of Newmont set forth in
Sections 5.2(a), (b), (d), (e), and (f) to remain true.
7.5 Inurement. All covenants, conditions, indemnities, limitations, and
provisions contained in this Agreement apply to an are binding upon the parties
to this Agreement, their heirs, representatives, successors, and permitted
assigns.
7.6 Implied Covenants. The only implied covenants in this Agreement are
those of good faith and fair dealing.
7.7 Waiver No waiver of any provision of this Agreement, or waiver of
any breach of this Agreement, shall be effective unless the waiver is in writing
and is signed by the party against whom the waiver is claimed. No waiver of any
breach shall be deemed to be a waiver of any other or subsequent breach.
10
<PAGE> 11
7.8 Modification. No modification, variation, or amendment of this
Agreement shall be effective unless it is in writing and is signed by all
parties to this Agreement.
7.9 Assignment of Interests. Prior to Closing, no party may, without
prior written approval from the other, assign any rights under this Agreement,
except that FGMI may assign to a Kinross Affiliate, provided such Affiliate
agrees in writing to assume all obligations of FGMI under this Agreement. Under
any such assignment to an Affiliate, Kinross and the Affiliate shall be jointly
and severally liable for all obligations under this Agreement. A Party shall not
unreasonably withhold approval under this Section, after considering the prior
mining experience, the financial capabilities, and the environmental compliance
record of the assignee.
7.10 Entire Agreement. Other than the Confidentiality Agreement, which
remains in full force and effect, this Agreement sets forth the entire agreement
of the parties with respect to the Venture Agreement and the Purchased Assets,
and supersedes any other agreement, representation, warranty, or undertaking,
written or oral.
7.11 Release of Information. Prior to the Closing, information
concerning this Agreement and related activities shall be voluntarily released
only upon written agreement of all Parties, except as counsel for either Party
may deem legally necessary, in which event such Party shall provide the other
Party with advance notice of the time, contents of, and specific legal reasons
for such release. Prior to the Closing, any release of information by Kinross or
FGMI is subject to the terms of the Confidentiality Agreement. After the
Closing, mutual written agreement of the parties must be obtained prior to
voluntarily releasing information concerning this Agreement or related
activities only when Kinross or FGMI seek to name Newmont or NGC, or when
Newmont or NGC seek to name Kinross or FGMI.
7.12 Further Assurances. Each of the Parties agrees that it shall take
from time to time such actions and execute such additional instruments as may be
reasonably necessary or convenient to implement and carry out the intent and
purpose of this Agreement.
7.13 Construction. The Section headings contained in this Agreement are
for convenience only, and shall not be used in the construction of this
Agreement. The invalidity of any provision of this Agreement shall not affect
the enforceability of any other provision of this Agreement. Wherever the term
"including" is used, it shall be deemed to mean "including without limitation",
and wherever the phrase "shall include" is used, it shall mean "shall include
without limitation."
7.14 Currency. All references to dollars herein shall mean United States
dollars.
7.15 No Third Party Beneficiaries. Each of the provisions of this
Agreement is for the sole and exclusive benefit of the Parties, and none of the
provisions of this Agreement shall be deemed for the benefit of any other person
or entity.
7.16 Governing Law. This Agreement shall be governed by and interpreted
in accordance with the local laws of the State of Alaska and not its conflicts
of laws rules.
11
<PAGE> 12
7.17 Survival of Terms and Conditions. The warranties, representations,
indemnities and covenants contained in this Agreement, including but not limited
to those set forth in Sections 5.1 and 5.2, shall survive closing and the
recording of any conveyancing documents pursuant to this Agreement.
7.18 Multiple Counterparts. This Agreement may be executed in multiple
counterparts and all counterparts taken together shall be deemed to constitute
one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
NEWMONT ALASKA LIMITED KINROSS GOLD CORPORATION
By: By:
-------------------------------- ---------------------------------
Name: Name:
------------------------------ -------------------------------
Title: Title:
----------------------------- ------------------------------
Date: Date:
------------------------------ -------------------------------
NEWMONT GOLD COMPANY FAIRBANKS GOLD MINING, INC.
(for the limited purposes set forth
herein)
By: By:
-------------------------------- ---------------------------------
Name: Name:
------------------------------ -------------------------------
Title: Title:
----------------------------- ------------------------------
Date: Date:
------------------------------ -------------------------------
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 26,700,000
<SECURITIES> 0
<RECEIVABLES> 22,400,000
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<INVENTORY> 43,700,000
<CURRENT-ASSETS> 95,900,000
<PP&E> 1,192,000,000
<DEPRECIATION> (856,000,000)
<TOTAL-ASSETS> 446,300,000
<CURRENT-LIABILITIES> 134,000,000
<BONDS> 0
0
1,800,000
<COMMON> 900,000
<OTHER-SE> (58,400,000)
<TOTAL-LIABILITY-AND-EQUITY> 446,300,000
<SALES> 55,900,000
<TOTAL-REVENUES> 55,900,000
<CGS> 40,700,000
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<INTEREST-EXPENSE> (1,500,000)<F1>
<INCOME-PRETAX> (5,300,000)
<INCOME-TAX> (1,200,000)
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<NET-INCOME> (6,500,000)
<EPS-BASIC> (.09)
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</FN>
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