<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 6 - K
[X] Pursuant to Rule 13a-16 or 15d-16 of the SECURITIES EXCHANGE ACT OF 1934
GOLDCORP INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-12970
PROVINCE OF ONTARIO 98770100
- --------------------------------------------- -------------------
(State of other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
SUITE 2700, 145 KING STREET WEST
TORONTO, ONTARIO, CANADA M5H 1J9
(416) 865-0326
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20 - F [ ] Form 40-F [ X ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
commission pursuant to Rule 12g3-(b) under the SECURITIES EXCHANGE ACT OF 1934.
Yes [ ] No [ X ]
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GOLDCORP INC.
- --------------------------------------------------------------------------------
NEWS RELEASE
Toronto, Canada
August 11, 1999
1999 SECOND QUARTER REPORT
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(ALL AMOUNTS IN THIS NEWS RELEASE ARE EXPRESSED IN UNITED STATES DOLLARS, UNLESS
OTHERWISE INDICATED.)
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- -----------------
1999 1998 1999 1998
---- ---- ---- ----
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AND PER OUNCE AMOUNTS)
<S> <C> <C> <C> <C>
Revenues $ 13.1 $ 16.3 $ 24.7 $ 29.8
Earnings from operations nil 2.5 0.5 2.3
Earnings (loss) 0.8 (0.01) 0.9 (0.9)
Earnings (loss) per share (fully diluted) 0.01 nil 0.01 (0.01)
Cash flow (deficiency) from operations 2.3 2.9 (0.2) 3.0
Cash flow (deficiency) from operations
per share (fully diluted) 0.04 0.04 nil 0.04
Gold sales (OUNCES) 25,776 29,896 48,776 56,896
Average realized gold price per ounce 274 302 280 296
</TABLE>
<TABLE>
<CAPTION>
As at As at
June 30, December 31,
LIQUIDITY AND CAPITAL RESOURCES 1999 1998
-------- ------------
(IN MILLIONS OF U.S. DOLLARS)
<S> <C> <C>
Cash and short-term investments $ 45.6 $ 9.3
Working capital 58.8 19.0
Debt nil nil
</TABLE>
OVERVIEW
FINANCINGS
On May 13th, Goldcorp completed the sale of 6 million Units at C$10 per Unit.
Each Unit consisted of 6 million Class A shares and 3 million Class A share
purchase warrants exercisable at C$20 with a term of 10 years. Net proceeds to
the company were C$56.8 million. These funds are being used for the development
of the high grade Red Lake Mine.
In the first six months of 1999, Goldcorp received $1.9 million from the
exercise of 385,846 Class A share purchase warrants. These warrants were issued
in February 1998
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Page 2
as part payment for the acquisition of the remaining interest of Wilanour
Resources Limited. This purchase was strategic as it increased Goldcorp's land
holding in the Red Lake mining district by 50%.
OPERATIONS
GOLD
RED LAKE MINE
Upon the completion of the equity financing in May, contracts for the
development of Red Lake were awarded, and contractors were mobilized
immediately.
To the end of June, 12% of the project's total capital cost had been incurred.
Projected capital expenditures for the remainder of 1999 are $22 million and the
balance of $27 million will be spent in 2000.
Commercial production is scheduled to begin in the fourth quarter of 2000. To
date, the development work is on schedule and on budget.
Underground drilling is focused on preparing the High Grade Zone for mining. In
addition, exploration drilling is directed to expanding the High Grade reserve
base. Drilling year-to-date, has demonstrated the consistent high grade nature
of the ore zones and it has added to the resource base. A reserve audit will be
completed at year end using a $250 per ounce gold price.
WHARF MINE
Cash production cost per ounce and ounces produced are in line with budget.
Production revenue is unhedged. The projected 1999 production is 104,000 at a
cash production cost of $197 per ounce.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Tons of ore mined (000'S) 1,136 894 2,115 2,010
Tons of waste removed (000'S) 2,064 1,249 4,029 3,540
Ratio of waste to ore 1.82:1 1.40:1 1.90:1 1.76:1
Tons of ore processed (000'S) 997 1,068 2,059 2,086
Average grade of gold processed
(OUNCES PER TON) 0.032 0.033 0.031 0.033
Gold production (OUNCES) 28,342 27,169 50,566 58,067
Operating cost per ounce
Cash production cost $ 202 $ 187 $ 201 $ 190
Royalties and severance taxes 18 22 18 20
Non-cash costs 18 12 18 10
----------- ----------- ----------- -----------
Total operating cost $ 238 $ 221 $ 237 $ 220
=========== =========== =========== ===========
</TABLE>
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Page 3
INDUSTRIAL MINES - SASKATCHEWAN MINERALS AND HAVELOCK LIME
Havelock Lime has enjoyed strong sales and operating profits during the first
half of the year, and ahead of budget. The balance of the year looks good for
Havelock.
Saskatchewan Minerals is in line with budget, but well below its performance in
1998. Increasing natural gas prices and sluggish sales will likely reduce its
operating margins in the second half.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- ----------
(IN MILLIONS OF U.S. DOLLARS)
<S> <C> <C> <C> <C>
Revenues $ 6.0 $ 7.2 $ 11.0 $ 12.9
Operating profit 1.1 2.0 2.3 3.7
Operating cash flow 1.5 2.4 2.9 4.4
</TABLE>
YEAR 2000 PREPARATION
Goldcorp has completed its Year 2000 related inventory, analysis and remediation
of all critical systems. Contingency plans to address potential failures have
been developed at all operations. Further monitoring and follow up with key
suppliers and customers will continue throughout the year. Total project
expenditures are within the original estimate of approximately $500,000.
The above disclosure is based on Goldcorp's current knowledge regarding the Year
2000 issue and is not intended to constitute a warranty or guarantee that all
potential issues will be identified and fully addressed. Uncertainties also
remain with regard to Goldcorp's dependence on the systems of third parties.
FORWARD-LOOKING STATEMENTS
This press release includes certain "Forward-Looking Statements" within the
meaning of section 21E of the United States SECURITIES EXCHANGE ACT OF 1934, as
amended. All statements, other than statements of historical fact, included
herein, including without limitation, statements regarding potential
mineralization and reserves, exploration results and future plans and objectives
of Goldcorp Inc., are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will prove to be
accurate, and actual results and future events could differ materially from
those anticipated in such statements. Important factors that could cause actual
results to differ materially from Goldcorp expectations are disclosed under the
heading "Risk Factors" and elsewhere in Goldcorp documents filed from time to
time with the Toronto Stock Exchange, The United States Securities and Exchange
Commission and other regulatory authorities.
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Page 4
FINANCIAL INFORMATION
Attached are the Consolidated Financial Statements of Goldcorp Inc. for the
three and six months ended June 30, 1999.
For further information, please contact:
Robert R. McEwen
Chairman and Chief Executive Officer
Telephone: (416) 865-0326
CORPORATE OFFICE: TRANSFER AGENT AND REGISTRAR:
145 King Street West Montreal Trust Company of Canada
Suite 2700 151 Front Street West
Toronto, Ontario Suite 800
Canada M5H 1J8 Toronto, Ontario
Telephone: (416) 865-0326 Canada M5J 2N1
Facsimile: (416) 361-5741 Telephone: (416) 981-9500
General enquires: (800) 813-1412 Facsimile: (416) 981-9800
(Canada and United States) Enquiries regarding shares, lost
certificates, change of address
and other matters: (800) 663-9097
email: [email protected]
website: www.goldcorp.com
Stock Symbols:
TSE, ME ("G.A"; "G.B")
NYSE ("GG.A"; "GG")
-30-
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Page 5
GOLDCORP INC.
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
As at As at
June 30, December 31,
1999 1998
-------------- ---------------
<S> <C> <C>
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 45,642 $ 9,348
Gold bullion inventory 806 417
Accounts receivable 6,450 5,497
Marketable securities 6,476 4,899
Inventories 6,588 5,933
Deferred income taxes 4,332 4,350
Prepaid expenses 665 633
-------------- -------------
70,959 31,077
MINING INTERESTS, NET 93,030 80,660
DEPOSITS FOR RECLAMATION COSTS 3,653 2,069
OTHER ASSETS 379 453
-------------- -------------
$ 168,021 $ 114,259
============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 10,934 $ 11,170
Taxes payable 1,272 867
-------------- -------------
12,206 12,037
-------------- -------------
PROVISION FOR RECLAMATION COSTS
AND OTHER LIABILITIES 7,670 5,991
-------------- -------------
DEFERRED INCOME TAXES 13,755 13,098
-------------- -------------
SHAREHOLDERS' EQUITY
Capital stock 132,459 85,277
Contributed surplus 5,569 5,472
Cumulative translation adjustment (2,774) (5,819)
Deficit (864) (1,797)
--------------- --------------
134,390 83,133
-------------- -------------
$ 168,021 $ 114,259
============== =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
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Page 6
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues
Gold bullion $ 7,100 $ 9,069 $ 13,723 $ 16,922
Industrial minerals 5,987 7,236 10,988 12,890
----------- ----------- ----------- -----------
13,087 16,305 24,711 29,812
----------- ----------- ----------- -----------
Expenses
Operating 11,037 12,142 20,496 24,229
Corporate administration 876 718 1,664 1,618
Depreciation and depletion 858 828 1,596 1,482
Exploration 292 90 437 182
----------- ----------- ----------- -----------
13,063 13,778 24,193 27,511
----------- ----------- ----------- -----------
Earnings from operations 24 2,527 518 2,301
----------- ----------- ----------- -----------
Other income (expense)
Interest and other income 295 482 821 1,408
Loss on marketable securities (889) (2,334)
Decrease (increase) in provision for
decline in value of marketable 1,202 (2,168) 489 (2,685)
securities ----------- ------------ ----------- ------------
1,497 (2,575) 1,310 (3,611)
----------- ------------ ----------- ------------
Earnings (loss) before taxes 1,521 (48) 1,828 (1,310)
Income and mining taxes (recovery) 676 (36) 895 (402)
----------- ------------ ----------- ------------
Earnings (loss) for the period $ 845 $ (12) $ 933 $ (908)
=========== ============ =========== ============
Earnings (loss) per share
Basic $ 0.01 $ nil $ 0.01 $ (0.01)
=========== =========== ============ ===========
Fully diluted $ 0.01 $ nil $ 0.01 $ (0.01)
=========== =========== ============ ===========
Weighted average number of shares
outstanding (000's)
Basic 75,708 68,917 72,863 68,817
=========== =========== =========== ===========
Fully diluted 81,637 75,245 78,006 74,960
=========== =========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
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Page 7
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS OF UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash provided by (used in)
Operating activities
Earnings (loss) for the period $ 845 $ (12) $ 933 $ (908)
Items not affecting cash
Depreciation and depletion 858 828 1,596 1,482
Loss on marketable securities,
net of tax provision 494 1,294
Increase (decrease) in provision for
decline in value of marketable
securities (1,202) 2,168 (489) 2,685
Deferred taxes 488 315 251 801
Other (24) (454) (626) (984)
------------ ----------- ------------ -----------
965 3,339 1,665 4,370
Change in non-cash operating
working capital 1,371 (481) (1,821) (1,380)
----------- ------------ ----------- ------------
Net cash provided by (used in)
operating activities 2,336 2,858 (156) 2,990
----------- ----------- ------------ -----------
Investing activities
Mining interests (5,690) (4,097) (9,393) (8,669)
Purchases of marketable securities and
other assets (681) 9 (681) (1,551)
Proceeds from sale of marketable securities 2,222 3,674
Decrease (increase) in deposits for
reclamation costs (452) (1,163) (954) 533
Decrease in reclamation sinking fund 559
Other 2 173
----------- ----------- ----------- -----------
Net cash used in investing activities (6,821) (3,029) (10,855) (5,454)
------------ ----------- ----------- ------------
Financing activities
Issue of capital stock, net 40,600 84 47,279 96
----------- ----------- ----------- -----------
Net cash provided by financing activities 40,600 84 47,279 96
----------- ----------- ----------- -----------
Effect of exchange rate changes on cash (11) (13) 26 (41)
------------ ------------ ----------- -----------
Increase (decrease) in cash and
short-term investments 36,104 (100) 36,294 (2,409)
Cash and short-term investments
at beginning of period 9,538 10,164 9,348 12,473
----------- ----------- ----------- -----------
Cash and short-term investments
at end of period $ 45,642 $ 10,064 $ 45,642 $ 10,064
=========== =========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
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Page 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The accompanying unaudited consolidated financial statements should be
read in conjunction with the notes to the Company's audited consolidated
financial statements for the year ended December 31, 1998. The unaudited
consolidated financial statements include the financial statements of the
Company and its subsidiaries.
These unaudited interim consolidated financial statements reflect all
normal and recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of the respective interim periods
presented.
2. WARRANT ON CLASS B SHARES
As part of a reorganization in 1994, CSA Management Inc. was granted a
warrant expiring on March 31, 1999 to acquire up to 2,240,000 Class B
shares of the Company at an exercise price of C$4.035 per Class B share.
The warrant was exercised on March 26, 1999 for proceeds of C$9,038,400
(US$5,965,000).
3. ISSUE OF CLASS A SHARES
On May 13, 1999 pursuant to an underwriting agreement, a syndicate of
underwriters purchased 6,000,000 Units of the Company at a price of
C$10.00 per Unit for net proceeds of C$56.8 million. Each Unit consists of
one Class A subordinate voting share and one-half of one share purchase
warrant. Each whole share purchase warrant entitles the holder to acquire
one Class A subordinate voting share, at any time on or before May 13,
2009, at a price of C$20.00 per share. The Company terminated the
previously announced negotiation of a US$60 million term loan with three
Canadian chartered banks.
4. COMPARATIVE FIGURES
The Company has retroactively adopted the new recommendations of the
Canadian Institute of Chartered Accountants relating to the presentation
and disclosure of cash flow statements. As a result, the non-cash
acquisition of the remaining interest in Wilanour Resources Limited in
exchange for Goldcorp Class A subordinate voting shares and Class A
Warrants recorded in 1998, is no longer reflected as investing and
financing activities, respectively, in the 1998 comparative figures in
conformity with the new recommendations.
<PAGE>
SIGNATURE
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.
GOLDCORP INC.
By /s/Floriana G. Cipollone
Vice President, Finance
(Duly Authorized Officer)
Date: September 3, 1999
