================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 ------------------ [_] 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 1-8542 --------- ECHO BAY MINES LTD. -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Incorporated under the laws of Canada None --------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Suite 1210, 10180-101 Street Edmonton, Alberta T5J 3S4 ---------------------------------- -------------------- (Address of principal executive (Postal Code) offices) Registrant's telephone number, including area code (780) 496-9002 --------------- Former address, Suite 540, 6400 S. Fiddlers Green Circle, Englewood, CO 80111-4957 ------------------------------------------------------------------ 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 _____ ----- Title of Class Shares Outstanding as of ----------------------------- October 31, 2001 Common Shares ---------------------------- without nominal or par value 140,607,145 ================================================================================ ECHO BAY MINES LTD. INDEX Page ---- PART I - FINANCIAL INFORMATION ITEM 1. Condensed Financial Statements (Unaudited)........................................................ 1 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 12 ITEM 3. Qualitative and Quantitative Disclosures About Market Risk........................................ 26 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings................................................................................. 26 ITEM 6. Exhibits and Reports on Form 8-K.................................................................. 26 SIGNATURE......................................................................................................... 27 i ECHO BAY MINES LTD. PART I - FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS (Unaudited) CONSOLIDATED BALANCE SHEET September 30 December 31 thousands of U.S. dollars 2001 2000 ---------------------------------------------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 10,889 $ 14,269 Short-term investments 1,976 2,186 Interest and accounts receivable 1,979 3,022 Inventories (note 2) 36,137 39,443 Prepaid expenses and other assets 6,525 14,031 ---------------------------------------------------------------------------------------------------------------------------- 57,506 72,951 Plant and equipment (note 3) 128,958 138,527 Mining properties (note 3) 49,381 63,499 Long-term investments and other assets 21,376 20,868 ---------------------------------------------------------------------------------------------------------------------------- $ 257,221 $ 295,845 ============================================================================================================================ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 24,346 $ 26,073 Income and mining taxes payable 3,818 5,780 Debt and other financings (notes 1 and 4) 17,000 26,500 Deferred income (note 5) 3,158 9,651 ---------------------------------------------------------------------------------------------------------------------------- 48,322 68,004 Debt and other financings (note 4) 6,348 6,032 Deferred income (note 5) 33,711 50,698 Other long-term obligations 50,450 49,632 Deferred income taxes 1,833 4,694 Commitments and contingencies (notes 1, 10 and 11) Common shareholders' equity: Common shares, no par value, unlimited number authorized; 140,607,145 shares issued and outstanding 713,343 713,343 Capital securities (note 6) 153,037 140,076 Deficit (721,198) (711,680) Foreign currency translation (28,625) (24,954) ---------------------------------------------------------------------------------------------------------------------------- 116,557 116,785 ---------------------------------------------------------------------------------------------------------------------------- $ 257,221 $ 295,845 ============================================================================================================================ See accompanying notes to interim consolidated financial statements. 1 ECHO BAY MINES LTD. CONSOLIDATED STATEMENT OF OPERATIONS Three months ended Nine months ended thousands of U.S. dollars, September 30 September 30 except for per share data 2001 2000 2001 2000 ------------------------------------------------------------------------------------------------------- Revenue $ 58,545 $ 76,415 $186,658 $212,505 ------------------------------------------------------------------------------------------------------- Expenses: Operating costs 42,173 47,642 133,317 126,731 Royalties 2,284 1,840 5,970 5,842 Production taxes 178 137 449 1,469 Depreciation and amortization 10,182 13,150 32,451 39,079 Reclamation and mine closure 1,578 2,770 4,843 8,018 General and administrative 1,476 1,055 4,316 4,684 Exploration and development 1,199 1,548 3,211 8,978 Interest and other (note 7) 454 (1,028) 1,286 2,608 ------------------------------------------------------------------------------------------------------- 59,524 67,114 185,843 197,409 ------------------------------------------------------------------------------------------------------- Earnings (loss) before income taxes (979) 9,301 815 15,096 ------------------------------------------------------------------------------------------------------- Income tax expense (recovery): Current 48 603 131 703 Deferred (840) (300) (2,519) (2,100) ------------------------------------------------------------------------------------------------------- (792) 303 (2,388) (1,397) ------------------------------------------------------------------------------------------------------- Net earnings (loss) $ (187) $ 8,998 $ 3,203 $ 16,493 ======================================================================================================= Net earnings (loss) attributable to common shareholders (note 6) $ (4,252) $ 5,154 $ (9,518) $ 5,176 ======================================================================================================= Earnings (loss) per share $ (0.03) $ 0.04 $ (0.07) $ 0.04 ======================================================================================================= Weighted average number of shares outstanding (thousands) 140,607 140,607 140,607 140,607 ======================================================================================================= CONSOLIDATED STATEMENT Three months ended Nine months ended OF DEFICIT September 30 September 30 thousands of U.S. dollars 2001 2000 2001 2000 ------------------------------------------------------------------------------------------------------------- Balance, beginning of period $(716,946) $(714,822) $(711,680) $(714,844) Net earnings (loss) (187) 8,998 3,203 16,493 Interest on capital securities, net of nil tax effect (note 6) (4,065) (3,844) (12,721) (11,317) ------------------------------------------------------------------------------------------------------------- Balance, end of period $(721,198) $(709,668) $(721,198) $(709,668) ============================================================================================================= See accompanying notes to interim consolidated financial statements. 2 ECHO BAY MINES LTD. CONSOLIDATED STATEMENT Three months ended Nine months ended OF CASH FLOW September 30 September 30 thousands of U.S. dollars 2001 2000 2001 2000 ----------------------------------------------------------------------------------------------------- CASH PROVIDED FROM (USED IN): OPERATING ACTIVITIES Net cash flows provided from operating activities $ 8,778 $ 19,974 $ 19,448 $ 34,454 ----------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Mining properties, plant and equipment (3,168) (1,650) (10,898) (9,425) Long-term investments and other assets (2,177) 20 (2,164) (525) Short-term investments -- 182 -- 182 Proceeds on the sale of plant and equipment 5 22 373 357 Other (506) (371) (639) 937 ----------------------------------------------------------------------------------------------------- (5,846) (1,797) (13,328) (8,474) ----------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Currency borrowings -- -- -- 12,000 Debt repayments (2,000) (16,750) (9,500) (29,000) ----------------------------------------------------------------------------------------------------- (2,000) (16,750) (9,500) (17,000) ----------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 932 1,427 (3,380) 8,980 Cash and cash equivalents, beginning of period 9,957 10,954 14,269 3,401 ----------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $10,889 $ 12,381 $ 10,889 $ 12,381 ===================================================================================================== See accompanying notes to interim consolidated financial statements. 3 ECHO BAY MINES LTD NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 Tabular dollar amounts in thousands of U.S. dollars, except amounts per share and per ounce or unless otherwise noted 1. GENERAL In the opinion of management, the accompanying unaudited consolidated balance sheet, consolidated statement of operations, consolidated statement of deficit, and consolidated statement of cash flow contain all adjustments, consisting only of normal recurring accruals, necessary to present fairly in all material respects the consolidated financial position of Echo Bay Mines Ltd. (the "Company") as of September 30, 2001 and December 31, 2000 and the consolidated results of operations and cash flow for the three and nine months ended September 30, 2001 and 2000. These financial statements do not include all disclosures required by generally accepted accounting principles for annual financial statements. For further information, refer to the financial statements and related footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 2000. Except as otherwise noted in this report, the accounting policies described in the annual report have been applied in the preparation of these financial statements. Basis of Presentation On October 5, 2001, a new $17 million revolving credit and $4 million letter of credit facility was established with HSBC Bank USA. The new facility has been guaranteed by an affiliate of Franco-Nevada Mining Corporation Limited, which holds approximately 72.4% of the Company's capital securities. The Company has drawn down on the revolving credit facility to repay bank debt of $17 million and has replaced the $4 million letter of credit issued under the syndicated facility. The principal amount of the new credit facility matures on September 30, 2002 and interest is payable quarterly. The Company's ability to borrow has been constrained by conditions in the gold mining industry, the capital securities obligation (note 6) and its recent and currently expected future operating results. The establishment of the new credit facility has resolved these uncertainties for the term of the facility. 2. INVENTORIES September 30 December 31 2001 2000 -------------------------------------------------------------------------------- Precious metals -- bullion $ 13,950 $ 18,357 -- in-process 6,825 8,293 Materials and supplies 15,362 12,793 -------------------------------------------------------------------------------- $ 36,137 $ 39,443 ================================================================================ 3. PROPERTY, PLANT AND EQUIPMENT Plant and equipment September 30 December 31 2001 2000 -------------------------------------------------------------------------------- Cost $ 656,554 $ 653,653 Less accumulated depreciation 527,596 515,126 -------------------------------------------------------------------------------- $ 128,958 $ 138,527 ================================================================================ 4 ECHO BAY MINES LTD NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 Tabular dollar amounts in thousands of U.S. dollars, except amounts per share and per ounce or unless otherwise noted Mining properties September 30 December 31 2001 2000 ----------------------------------------------------------------------------------------------------- Producing mines' acquisition and development costs $279,475 $276,951 Less accumulated amortization 256,939 248,792 ----------------------------------------------------------------------------------------------------- 22,536 28,159 Development properties' acquisition and development costs 12,856 13,532 Deferred mining costs 13,989 21,808 ----------------------------------------------------------------------------------------------------- $ 49,381 $ 63,499 ===================================================================================================== 4. DEBT AND OTHER FINANCINGS September 30 December 31 2001 2000 ----------------------------------------------------------------------------------------------------- Currency loans $ 17,000 $ 26,500 Capital securities (note 6) 6,348 6,032 ----------------------------------------------------------------------------------------------------- 23,348 32,532 Less current portion 17,000 26,500 ----------------------------------------------------------------------------------------------------- $ 6,348 $ 6,032 ===================================================================================================== 5. DEFERRED INCOME September 30 December 31 2001 2000 ----------------------------------------------------------------------------------------------------- Modification of hedging contracts $ 24,123 $ 39,336 Premiums received on gold and silver option contracts 12,746 20,310 Other -- 703 ----------------------------------------------------------------------------------------------------- 36,869 60,349 Less current portion 3,158 9,651 ----------------------------------------------------------------------------------------------------- $ 33,711 $ 50,698 ===================================================================================================== 6. CAPITAL SECURITIES In 1997, the Company issued $100.0 million of 11% capital securities due in April 2027. The Company has the right to defer interest payments on the capital securities for a period not to exceed 10 consecutive semi-annual periods. During a period of interest deferral, interest accrues at a rate of 12% per annum, compounded semi-annually, on the full principal amount and deferred interest. The Company, at its option, may satisfy its deferred interest obligation by delivering common shares to the indenture trustee for the capital securities. The trustee would sell the Company's shares and remit the proceeds to the holders of the securities in payment of the deferred interest obligation. Deferred interest obligations not settled with proceeds from the sale of shares remain an unsecured liability of the Company. Since April 1998, the Company has exercised its right to defer its interest payments to holders of the capital securities. Interest deferred to date amounts to $59.4 million at September 30, 2001 and is payable no later than March 31, 2003 together with any additional compounded or deferred interest up to that date. Interest on the debt portion of the capital securities has been classified as interest expense on the consolidated statement of earnings, and interest on the equity portion of the capital securities has been charged directly to deficit on the consolidated balance sheet. For purposes of per share calculations, interest on the equity portion decreases the earnings attributable to common shareholders. See note 8 for a discussion of differences in treatment of the capital securities under generally accepted accounting principles in the United States. 5 ECHO BAY MINES LTD NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 Tabular dollar amounts in thousands of U.S. dollars, except amounts per share and per ounce or unless otherwise noted On September 5, 2001, the Company announced that it had reached an agreement with significant holders of the capital securities to exchange their capital securities for common shares. The Company proposes to issue up to 361.5 million common shares in exchange for the outstanding principal and accrued interest of the capital securities. Holders representing 98% of the capital securities have agreed to the exchange and have entered into support and lockup agreements. The share issuance will be presented to shareholders for their consideration and approval will be recommended by the Board of Directors. If shareholders approve, and all other transaction conditions are satisfied, the exchange of capital securities for common shares is expected to be completed in the first quarter of 2002. Any gain or loss arising from the transaction will be recorded at the closing date. 7. INTEREST AND OTHER Three months ended Nine months ended September 30 September 30 2001 2000 2001 2000 ---------------------------------------------------------------------------------------------------- Interest income $(163) $ (214) $ (662) $ (600) Interest expense 551 1,334 1,962 4,288 Alaska-Juneau reclamation -- (2,048) -- (2,048) Unrealized loss on share investments 2 -- 104 -- Other 64 (100) (118) 968 ---------------------------------------------------------------------------------------------------- $ 454 $(1,028) $1,286 $ 2,608 ==================================================================================================== 8. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) U.S. GAAP financial statements The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in Canada. These differ in some respects from those in the United States, as described below and in the footnotes to the financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2000. The effects of the GAAP differences on the consolidated statement of operations would have been as follows. Three months ended Nine months ended September 30 September 30 2001 2000 2001 2000 ------------------------------------------------------------------------------------------------------ Net earnings (loss) under Canadian GAAP $ (187) $ 8,998 $ 3,203 $ 16,493 Unrealized loss on share investments 2 -- 104 -- Change in market value of foreign exchange contracts (780) (1,117) (2,720) (1,750) Change in market value of option contracts 345 -- (446) -- Transition adjustment on adoption of FAS 133 -- -- (3,090) -- Additional interest expense on capital securities (4,065) (3,844) (12,721) (11,317) Unrealized gain (loss) on call options -- 1,799 -- 1,160 Amortization of deferred financing on capital securities (158) (158) (475) (475) ------------------------------------------------------------------------------------------------------ Net earnings (loss) under U.S. GAAP $(4,843) $ 5,678 $(16,145) $ 4,111 ====================================================================================================== Earnings (loss) per share under U.S. GAAP $ (0.03) $ 0.04 $ (0.11) $ 0.03 ====================================================================================================== 6 ECHO BAY MINES LTD NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 Tabular dollar amounts in thousands of U.S. dollars, except amounts per share and per ounce or unless otherwise noted The effects of the GAAP differences on the consolidated balance sheet would have been as follows. Canadian Capital Derivative U.S. September 30, 2001 GAAP Securities Contracts Other GAAP ------------------------------------------------------------------------------------------------------ Short-term investments $ 1,976 $ -- $ -- $ 1,830 $ 3,806 Long-term investments and other assets 21,376 317 (4,137) (6,559) 10,997 Debt and other financings 23,348 93,652 -- -- 117,000 Deferred income 36,869 -- (3,036) (33,833) -- Other long-term obligations 50,450 59,385 1,617 159 111,611 Common shares 713,343 -- -- 36,428 749,771 Capital securities 153,037 (153,037) -- -- -- Deficit 721,198 (317) 2,718 36,454 760,053 Shareholders' equity (deficit) 116,557 (152,720) (2,718) 28,945 (9,936) ------------------------------------------------------------------------------------------------------ The following statement of comprehensive income (loss) would be disclosed in accordance with U.S. GAAP. Three months ended Nine months ended September 30 September 30 2001 2000 2001 2000 --------------------------------------------------------------------------------------------------------- Net earnings (loss) under U.S. GAAP $ (4,843) $ 5,678 $(16,145) $ 4,111 Other comprehensive income (loss), after a nil income tax effect: Unrealized gain on share investments arising during period 742 1,460 1,098 1,460 Modification of derivative contracts realized in net income (4,166) -- (11,960) -- Foreign currency translation adjustments (2,756) (1,407) (3,671) (3,242) Transition adjustment on adoption of FAS 133 -- -- 39,234 -- --------------------------------------------------------------------------------------------------------- Other comprehensive income (loss) (6,180) 53 24,701 (1,782) --------------------------------------------------------------------------------------------------------- Comprehensive income (loss) $(11,023) $ 5,731 $ 8,556 $ 2,329 ========================================================================================================= Additionally, under U.S. GAAP, the equity section of the balance sheet would present a subtotal for accumulated other comprehensive income (loss), as follows. September 30 December 31 2001 2000 ---------------------------------------------------------------------------------- Unrealized gain on share investments $ 1,697 $ 732 Modification of derivative contracts 27,274 -- Foreign currency translation (28,625) (24,954) ---------------------------------------------------------------------------------- Accumulated other comprehensive income (loss) $ 346 $(24,222) ================================================================================== Derivative instruments and hedging activities On January 1, 2001, the Company implemented FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities" and Statement No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities." The Company has designated its gold forward contracts as normal sales as defined by Statement No. 138 and these contracts are therefore excluded from the scope of Statement No. 133. Foreign exchange contracts and gold put and call options have not been designated as hedges for U.S. GAAP purposes and are 7 ECHO BAY MINES LTD. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 Tabular dollar amounts in thousands of U.S. dollars, except amounts per share and per ounce or unless otherwise noted recognized at fair value on the balance sheet with changes in fair value recorded in earnings. Gains and losses on the early termination or other restructuring of gold, silver and foreign currency hedging contracts are deferred in accumulated other comprehensive income until the formerly hedged items are recorded in earnings. The transition adjustment recorded under U.S. GAAP at January 1, 2001 decreased assets by $18.3 million, liabilities by $54.4 million and net earnings by $3.1 million, and increased accumulated other comprehensive income by $39.2 million. 9. SEGMENT INFORMATION The Company's management regularly evaluates the performance of the Company by reviewing operating results on a minesite by minesite basis. As such, the Company considers each producing minesite to be an operating segment. The Company has four operating mines: Round Mountain in Nevada, USA; McCoy/Cove in Nevada, USA; Kettle River in Washington, USA; and Lupin in the Nunavut Territory of Canada. All of the Company's mines are 100% owned except for Round Mountain, which is 50% owned. In making operating decisions and allocating resources, the Company's management specifically focuses on the production levels and cash operating costs generated by each operating segment, as summarized in the following tables. Three months ended Nine months ended September 30 September 30 Gold Production (ounces) 2001 2000 2001 2000 --------------------------------------------------------------------------------------------------------------------------------- Round Mountain (50%) 102,883 79,987 301,021 228,349 McCoy/Cove 23,450 39,362 73,138 131,956 Lupin 33,000 40,696 105,710 79,055 Kettle River 12,200 24,404 41,418 73,734 --------------------------------------------------------------------------------------------------------------------------------- Total gold 171,533 184,449 521,287 513,094 ================================================================================================================================= Silver Production (ounces) - all from McCoy/Cove 1,731,444 2,724,463 5,028,029 10,149,307 ================================================================================================================================= Three months ended Nine months ended September 30 September 30 Cash Operating Costs per Ounce of Gold Produced 2001 2000 2001 2000 --------------------------------------------------------------------------------------------------------------------------------- Round Mountain $ 191 $ 201 $ 190 $ 197 McCoy/Cove 239 189 243 165 Lupin 241 199 228 206 Kettle River 278 206 265 211 --------------------------------------------------------------------------------------------------------------------------------- Company consolidated weighted average $ 217 $ 197 $ 216 $ 185 ================================================================================================================================= 8 ECHO BAY MINES LTD. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 Tabular dollar amounts in thousands of U.S. dollars, except amounts per share and per ounce or unless otherwise noted Three months ended Nine months ended Reconciliation of Cash Operating September 30 September 30 Costs per Ounce to Financial Statements 2001 2000 2001 2000 ----------------------------------------------------------------------------------------------------- Operating costs by minesite: Round Mountain $ 20,052 $ 17,216 $ 58,312 $ 43,776 McCoy/Cove 11,663 16,693 40,637 53,872 Lupin 6,943 8,268 22,797 13,709 Kettle River 3,515 5,465 11,571 15,374 ----------------------------------------------------------------------------------------------------- Total operating costs per financial statements 42,173 47,642 133,317 126,731 Change in finished goods inventories and other 1,543 (2,070) (657) (1,666) Co-product cost of silver produced (6,493) (9,236) (20,062) (30,143) ----------------------------------------------------------------------------------------------------- Cash operating costs $ 37,223 $ 36,336 $112,598 $ 94,922 ===================================================================================================== Gold ounces produced 171,533 184,449 521,287 513,094 ===================================================================================================== Cash operating costs per ounce $ 217 $ 197 $ 216 $ 185 ===================================================================================================== The Company's management generally monitors revenue on a consolidated basis. Information regarding the Company's consolidated revenue is provided below. Three months ended Nine months ended September 30 September 30 2001 2000 2001 2000 ------------------------------------------------------------------------------------------------------------------------- Total gold and silver revenues (millions) $ 58.5 $ 76.4 $ 186.7 $ 212.5 Average gold price realized per ounce $ 298 $ 313 $ 302 $ 318 Average silver price realized per ounce $ 4.43 $ 5.13 $ 4.77 $ 5.34 ------------------------------------------------------------------------------------------------------------------------- 10. HEDGING ACTIVITIES AND COMMITMENTS Gold commitments The Company's gold forward sales and option positions at September 30, 2001 were as follows. Forward Price of Call Options Purchased Call Options Sold Sales Forward Sale Strike Price Strike Price (ounces) (per ounce) Ounces per Ounce Ounces per Ounce -------------------------------------------------------------------------------------------------------- Remainder of 2001 15,000 $ 302 15,000 $ 360 -- $ -- 2002 60,000 302 60,000 360 -- -- 2003 60,000 302 60,000 360 -- -- 2004 60,000 302 60,000 360 -- -- 2005 15,000 302 120,000 395 105,000 340 -------------------------------------------------------------------------------------------------------- 210,000 $ 302 315,000 $ 373 105,000 $ 340 ======================================================================================================== 9 ECHO BAY MINES LTD. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 Tabular dollar amounts in thousands of U.S. dollars, except amounts per share and per ounce or unless otherwise noted Currency position At September 30, 2001, the Company had an obligation under foreign currency exchange contracts to purchase C$3 million in the remainder of 2001 at an exchange rate of C$1.46 to U.S.$1.00. Shown below are the carrying amounts and estimated fair values of the Company's hedging instruments at September 30, 2001 and December 31, 2000. September 30, 2001 December 31, 2000 ----------------------------------- ------------------------------------- Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value -------------------------------------------------------------------------------------------------------------------------------- Gold forward sales $ -- $ 700 $ -- $ 5,700 Silver forward sales -- -- -- 1,800 Gold options - puts purchased -- -- -- -- - calls sold (3,000) (1,600) (3,000) (2,200) - puts sold -- -- -- -- - calls purchased 5,700 1,600 6,800 2,400 Silver options - puts purchased -- -- 1,200 1,400 - puts sold -- -- (1,300) (400) - calls purchased -- -- 700 -- Foreign currency contracts -- (200) -- (300) -------------------------------------------------------------------------------------------------------------------------------- $ 500 $ 8,400 ================================================================================================================================ Fair values are estimated based upon market quotations of various input variables. These variables were used in valuation models that estimate the fair market value. 11. OTHER COMMITMENTS AND CONTINGENCIES Summa In September 1992, Summa Corporation commenced a lawsuit against Echo Bay Exploration Inc. and Echo Bay Management Corporation, indirect subsidiaries of the Company, alleging improper deductions in the calculation of royalties payable over several years of production at the McCoy/Cove and Manhattan mines. The matter was tried in the Nevada State Court in April 1997, with Summa claiming more than $13 million in damages, and, in September 1997, judgement was rendered for the Echo Bay companies, with the Nevada State Court finding that the Echo Bay companies had calculated the royalties correctly, in compliance with an agreement which the court found unambiguous. The decision was appealed by Summa to the Supreme Court of Nevada and on April 26, 2000, the court reversed the decision of the trial court and remanded the case back to the trial court for "a calculation of the appropriate [royalties] in a manner not inconsistent with this order". The decision was made by a panel comprised of three of the seven Justices of the Supreme Court of Nevada and the Echo Bay defendants petitioned that panel for a rehearing. The petition was denied by the three member panel on May 15, 2000. The Echo Bay defendants then filed for a petition for review of the panel decision by the full Court. On April 3, 2001, the full court issued an order reversing the decision of the panel. The full court noted, however, that the trial court had failed to consider the testimony of one of Summa's trial witnesses and remanded the case to the trial court for a redetermination of the meaning of the contract. The other defenses and arguments put forth by the Echo Bay defendants, which the 10 ECHO BAY MINES LTD. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 Tabular dollar amounts in thousands of U.S. dollars, except amounts per share and per ounce or unless otherwise noted trial court originally elected not to consider, may now also be considered. The Echo Bay defendants disagree that the trial court failed to consider the testimony in question. The evidence was in fact considered and addressed in an alternate finding of that court. Accordingly, the Supreme Court is now being asked to review this one matter and reinstate the decision of the trial court. It is not known when the Supreme Court will rule on this request. The Company has $1.5 million accrued related to the Summa matter. If Summa were ultimately to prevail, the royalty calculation at McCoy/Cove would change and additional royalties would be payable. Handy and Harman On March 29, 2000 Handy & Harman Refining Group, Inc., which operated a facility used by the Company for the refinement of dore bars, filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The outcome of these proceedings is uncertain at this time. The Company has a claim for gold and silver accounts at this refining facility with an estimated market value of approximately $2.4 million. Security for reclamation Certain of the Company's subsidiaries have provided corporate guarantees and other forms of security to regulatory authorities in connection with future reclamation activities. Early in 2001, regulators formally called upon two of the Company's subsidiaries to provide other security to replace corporate guarantees that had been given in respect of the Round Mountain and McCoy/Cove operations. The subsidiaries disagree with the regulators' position and believe that they qualify under the criteria set out for corporate guarantees and will oppose the regulatory decision. Although the outcome cannot be predicted, the Company and its counsel believe that the Company will prevail. 11 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION September 30,2001 (U.S. dollars) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company's profitability is determined in large part by gold and silver prices. Market prices of gold and silver are determined by factors beyond the Company's control. The Company's operations continue to be materially affected by the depressed price of gold, which averaged $279 per ounce in 2000 and $269 per ounce during the first nine months of 2001. The Company reduces the risk of future gold and silver price declines by hedging a portion of its production. The principal hedging tools used are gold and silver loans, fixed and floating forward sales contracts, spot-deferred contracts, swaps and options. The Company's hedge position as of September 30, 2001 partially protects the Company against gold price declines in the years 2001 through 2005. For the remainder of 2001, this position includes forward sales of approximately 15,000 ounces at a forward price of $302 per ounce. For the years 2002 through 2005, the Company has forward sales totaling 195,000 ounces of gold at a forward price of $302 per ounce. See note 10 to the interim consolidated financial statements. The Company continues to defer a final construction decision on Aquarius, a planned gold mine in Ontario, Canada. The Company's exploration efforts are focused on projects principally located in North America where the Company already has extensive gold mining infrastructure. In March 1997, the Company issued $100.0 million of 11% capital securities due 2027 (see note 6 to the interim consolidated financial statements). The Company has the right to defer interest payments on the capital securities for a period not to exceed 10 consecutive semi-annual periods. During a period of interest deferral, interest accrues at a rate of 12% per annum, compounded semi-annually, on the full principal amount and deferred interest. The Company, at its option, may satisfy its deferred interest obligation by delivering common shares to the indenture trustee for the capital securities. The trustee would sell the Company's shares and remit the proceeds to the holders of the securities in payment of the deferred interest obligation. Deferred interest obligations not settled with proceeds from the sale of shares remain an unsecured liability of the Company. Since April 1998, the Company has exercised its right to defer its semi-annual interest payments to holders of the capital securities. The deferred interest accrued at September 30, 2001, totaling $59.4 million, has been classified within the equity component of the capital securities obligation on the balance sheet as the Company has the option to satisfy the deferred interest by delivering common shares. Although the Company has the contractual right to issue shares in settlement of this obligation, market conditions in 2003 will determine the Company's ability to settle through the delivery and sale of common shares. On September 5, 2001, the Company announced that it had reached an agreement with significant holders of the capital securities to exchange their capital securities for common shares. The Company proposes to issue up to 361.5 million common shares in exchange for the outstanding principal and accrued interest of the capital securities. Holders representing 98% of the capital securities have agreed to the exchange and have entered into support and lockup agreements. The share issuance will be presented to shareholders for their consideration and approval will be recommended by the Board of Directors. If shareholders approve, and all other transaction conditions are satisfied, the exchange of capital securities for common shares is expected to be completed in the first quarter of 2002. Any gain or loss arising from the transaction will be recorded at the closing date. 12 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION September 30,2001 (U.S. dollars) LIQUIDITY AND CAPITAL RESOURCES Net cash flow provided from operating activities was $19.4 million for the first nine months of 2001 compared to $34.5 million for the first nine months of 2000. The 2001 results compared to 2000 reflect decreased silver cash revenue ($26.0 million) and increased operating costs in 2001 ($6.6 million) related to Lupin operations and increased reagent and power costs at Round Mountain. These factors were partially offset by Lupin start-up costs in 2000 ($4.8 million) and increases in inventories in 2000 ($5.0 million) and reduced spending for production taxes, exploration and interest ($5.4 million). Net cash used in investing activities was $13.3 million in the first nine months of 2001, primarily related to mining properties, plant and equipment. Net cash used in financing activities included $9.5 million for loan repayments in the first nine months of 2001. At September 30, 2001, the Company had $10.9 million in cash and cash equivalents and $2.0 million in short-term investments. At September 30, 2001, the Company's current debt was $17.0 million and its long-term debt was $6.3 million. The Company's syndicated bank debt had a balance of $17.0 million at September 30, 2001. During the third quarter, the Company repaid debt of $2.0 million. On October 5, 2001, a new $17 million revolving credit and $4 million letter of credit facility was established with HSBC Bank USA, one of the Company's syndicated bankers. The new facility has been guaranteed by an affiliate of Franco-Nevada Mining Corporation Limited, which holds approximately 72.4 percent of the Company's capital securities. The Company has drawn down on the revolving credit facility to repay bank debt of $17 million and has replaced the $4 million letter of credit issued under the syndicated facility. The principal amount of the new credit facility matures on September 30, 2002 and interest is payable quarterly. At September 30, 2001, the fair value of the Company's hedge portfolio was $0.5 million, which is within the predetermined margin limits. Margin deposits could be required by certain counterparties if the fair value of the hedge portfolio were less than the predetermined margin threshold. For the full year 2001, the Company expects to incur $22 million in capital expenditures, of which $18.7 million has been incurred in the first nine months of 2001. The Company will rely on its operating cash flow to fund the remainder of its planned 2001 capital expenditures. The Company continues to monitor its discretionary spending in view of the depressed gold price and the cost structure at the Company's operating mines. Early in 2000, The American Stock Exchange advised the Company that its listing eligibility was under review. The review was undertaken because the Company had fallen below two of the Exchange's continued listing guidelines. The Company had sustained net losses in the 1995 to 1999 fiscal years and in the Exchange's view, the Company's shareholders' equity under generally accepted accounting principles in the United States is inadequate. The Company is addressing the Exchange's concerns through periodic progress reviews and currently the matter is in abeyance. See note 11 to the interim consolidated financial statements, "Other Commitments and Contingencies". 13 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) FINANCIAL REVIEW Three month results The Company reported a net loss of $0.2 million in the third quarter of 2001, compared to net earnings of $9.0 million in the third quarter of 2000. The loss per share was $0.03 in the third quarter of 2001, compared to earnings per share of $0.04 in the third quarter of 2000. The per share amount includes the equity portion of the interest on the Company's capital securities, $4.1 million ($0.03 per share) in the third quarter of 2001 and $3.8 million ($0.03 per share) in the third quarter of 2000. The 2001 results compared to 2000 reflect decreased gold and silver sales volume ($14.0 million) and lower prices realized ($3.9 million), partially offset by decreased operating costs ($5.4 million) and depreciation and amortization ($3.0 million). Gold production decreased 7% to 171,533 ounces in the third quarter of 2001 compared to 184,449 ounces in the third quarter of 2000. This year's quarter reflects the reducing production profile from the McCoy/Cove mine, partially offset by an increase in gold production at the Round Mountain mine. Silver production from McCoy/Cove in the third quarter of 2001 was 1.7 million ounces, 36% lower than the 2.7 million ounces produced in the third quarter of 2000. Cash operating costs were $217 per ounce of gold in the third quarter of 2001, versus $197 in the third quarter of 2000. The increase was primarily a result of lower grades and production at McCoy/Cove. Total production costs were $289 per ounce in the third quarter of 2001, versus $274 per ounce in the third quarter of 2000. Nine month results The Company reported net earnings of $3.2 million in the first nine months of 2001, compared with net earnings of $16.5 million in the same period in 2000. The loss per share was $0.07 in the first nine months of 2001, compared with earnings per share of $0.04 in the first nine months of 2000. The per share amount includes the equity portion of the interest on the Company's capital securities, $12.7 million ($0.09 per share) in the first nine months of 2001 and $11.3 million ($0.08 per share) in the first nine months of 2000. The 2001 results compared to 2000 reflect decreased silver sales volume ($24.3 million), decreased gold and silver sales prices realized ($11.7 million) and increased operating costs ($6.6 million). These factors were partially offset by increased gold sales volume ($10.2 million), decreased depreciation and amortization ($6.6 million), exploration and development spending ($5.8 million), reclamation and mine closure ($3.2 million), income and production taxes ($2.0 million) and interest and other expenses ($1.3 million). Gold production increased 2% to 521,287 ounces in the first nine months of 2001 compared to 513,094 ounces in the first nine months of 2000 reflecting increased production at Round Mountain and the re-commissioned Lupin mine offset by the reduced production from McCoy/Cove. Silver production from McCoy/Cove was 5.0 million ounces, 50% lower than the 10.1 million ounces produced in 2000. Cash operating costs were $216 per ounce of gold in the first nine months of 2001, versus $185 in the first nine months of 2000. The increase was primarily a result of decreased grades and lower production at McCoy/Cove. Total production costs were $287 per ounce in the first nine months of 2001, versus $260 per ounce in the first nine months of 2000. The term ounce as used in this Form 10-Q means "troy ounce". 14 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30,2001 (U.S. dollars) Revenue Statistics for gold and silver ounces sold and other revenue data are set out below. Three months ended Nine months ended September 30 September 30 Revenue Data 2001 2000 2001 2000 --------------------------------------------------------------------------------------------------- Gold ---- Ounces sold 169,804 196,460 527,714 495,626 Average price realized/ounce - revenue basis $ 298 $ 313 $ 302 $ 318 Average price realized/ounce - cash basis (1) $ 279 $ 290 $ 280 $ 297 Average market price/ounce $ 274 $ 277 $ 269 $ 282 Revenue (millions of U.S. $) $ 50.6 $ 61.9 $ 159.4 $ 157.3 Percentage of total revenue 86% 81% 85% 74% Silver ----- Ounces sold 1,790,375 2,893,295 5,708,519 10,267,977 Average price realized/ounce - revenue basis $ 4.43 $ 5.13 $ 4.77 $ 5.34 Average price realized/ounce - cash basis (1) $ 4.24 $ 5.06 $ 4.91 $ 5.27 Average market price/ounce $ 4.29 $ 4.96 $ 4.42 $ 5.08 Revenue (millions of U.S. $) $ 7.9 $ 14.5 $ 27.3 $ 55.2 Percentage of total revenue 14% 19% 15% 26% --------------------------------------------------------------------------------------------------- Total revenue (millions of U.S. dollars) $ 58.5 $ 76.4 $ 186.7 $ 212.5 =================================================================================================== (1) Excludes non-cash items affecting gold and silver revenues, such as the recognition of deferred income or deferral of revenue to future periods for hedge accounting purposes. The effects of changes in sales prices and volume were as follows. REVENUE VARIANCE ANALYSIS Three months ended Nine months ended 2001 VS. 2000 September 30 September 30 (millions of U.S. dollars) ---------------------------------------------------------------------------------------------------------------------------- Lower gold prices $ (2.6) $ (8.5) Lower silver prices (1.3) (3.2) Change in volume (14.0) (14.1) ---------------------------------------------------------------------------------------------------------------------------- Decrease in revenue $ (17.9) $ (25.8) ============================================================================================================================ 15 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30,2001 Production Costs Production cost data per ounce of gold is set out below. Three months ended Nine months ended PRODUCTION COSTS PER September 30 September 30 OUNCE OF GOLD PRODUCED 2001 2000 2001 2000 ------------------------------------------------------------------------------------------------------------------------- Direct mining expense $ 197 $ 195 $ 204 $ 192 Deferred stripping and mine development costs 19 2 13 (5) Inventory movements and other 1 -- (1) (2) ------------------------------------------------------------------------------------------------------------------------- Cash operating costs 217 197 216 185 Royalties 11 8 10 8 Production taxes 1 1 1 2 ------------------------------------------------------------------------------------------------------------------------- Total cash costs 229 206 227 195 Depreciation 38 37 38 33 Amortization 14 19 14 20 Reclamation and mine closure 8 12 8 12 ------------------------------------------------------------------------------------------------------------------------- Total production costs $ 289 $ 274 $ 287 $ 260 ========================================================================================================================= Expenses Operating costs per ounce vary with the quantity of gold and silver sold and with the cost of operations. Cash operating costs were $ 217 per ounce of gold in the third quarter of 2001 and $197 in the third quarter of 2000. See "Operations Review." RECONCILIATION OF CASH OPERATING COSTS PER OUNCE TO FINANCIAL STATEMENTS Three months ended Nine months ended thousands of U.S. dollars, September 30 September 30 except per ounce amounts 2001 2000 2001 2000 ------------------------------------------------------------------------------------------------ Operating costs per financial statements $ 42,173 $ 47,642 $133,317 $126,731 Change in finished goods inventory and other 1,543 (2,070) (657) (1,666) Co-product cost of silver produced (6,493) (9,236) (20,062) (30,143) ------------------------------------------------------------------------------------------------ Cash operating costs $ 37,223 $ 36,336 $112,598 $ 94,922 ================================================================================================ Gold ounces produced 171,533 184,449 521,287 513,094 ================================================================================================ Cash operating costs per ounce $ 217 $ 197 $ 216 $ 185 ================================================================================================ Reserve estimates The prices used in estimating the Company's ore reserves at December 31, 2000 were $300 per ounce of gold and $5.00 per ounce of silver. The market price for gold has for more than three years traded, on average, below the level used in estimating reserves at December 31, 2000. If the market price for gold were to continue at such levels and the Company determined that its reserves should be estimated at a significantly lower gold price than that used at December 31, 2000, there would be a reduction in the amount of gold reserves. The Company estimates that if reserves at December 31, 2000 were based on $275 per ounce of gold, reserves would decrease by approximately 10% at Round Mountain, 3% at Kettle River and 2% at the Aquarius development property. There would be no impact on reserves at Lupin and McCoy/Cove. The estimates are based on extrapolation of information developed in the reserve calculation, but without the same degree of analysis required for reserve estimation. Should any significant reductions in reserves occur, material write-downs of the Company's investment in mining properties and/or increased amortization, reclamation and closure charges may be required. 16 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30,2001 (U.S. dollars) OPERATIONS REVIEW Operating data by mine is set out below. Three months ended Nine months ended September 30 September 30 Operating Data by Mine 2001 2000 2001 2000 ---------------------------------------------------------------------------------------------------------------------- Gold production (ounces) ----------------------- (a) Round Mountain (50%) 102,883 79,987 301,021 228,349 (b) McCoy/Cove 23,450 39,362 73,138 131,956 (c) Lupin 33,000 40,696 105,710 79,055 (d) Kettle River 12,200 24,404 41,418 73,734 ---------------------------------------------------------------------------------------------------------------------- Total gold 171,533 184,449 521,287 513,094 ====================================================================================================================== Silver production (ounces) ------------------------- (b) McCoy/Cove 1,731,444 2,724,463 5,028,029 10,149,307 ---------------------------------------------------------------------------------------------------------------------- Total silver 1,731,444 2,724,463 5,028,029 10,149,307 ====================================================================================================================== Gold production decreased 7% to 171,533 ounces in the third quarter of 2001 compared to 184,449 ounces in the third quarter of 2000. Decreased production reflects the reducing production profile from the McCoy/Cove and Kettle River mines and lower grades mined at Lupin partially offset by an increase in gold production at the Round Mountain mine. Silver production from McCoy/Cove was 1.7 million ounces, 36% less than the 2.7 million ounces produced in 2000, reflecting decreased grades and recoveries. Production for the year is expected to total approximately 650,000 ounces of gold and 6.5 million ounces of silver. Three months ended Nine months ended September 30 September 30 Operating Data by Mine 2001 2000 2001 2000 ----------------------------------------------------------------------------------------------------------------- Cash operating costs (per ounce of gold) --------------------------------------- (a) Round Mountain $ 191 $ 201 $ 190 $ 197 (b) McCoy/Cove 239 189 243 165 (c) Lupin 241 199 228 206 (d) Kettle River 278 206 265 211 ----------------------------------------------------------------------------------------------------------------- Company average $ 217 $ 197 $ 216 $ 185 ================================================================================================================= Cash operating costs were $217 per ounce of gold in the third quarter of 2001, versus $197 in the third quarter of 2000. The increase was primarily a result of lower production at McCoy/Cove and Lupin and higher reagent and power costs at Round Mountain. The Company expects to achieve the planned cash operating costs of $225 per ounce of gold produced for the full year 2001. 17 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) (a) Round Mountain, Nevada (50% owned) Three months ended Nine months ended September 30 September 30 OPERATING DATA 2001 2000 2001 2000 ------------------------------------------------------------------------------------------- Gold produced (ounces): Heap leached - reusable pad (50%) 27,610 17,747 85,432 53,967 Heap leached - dedicated pad (50%) 50,425 49,686 149,230 123,173 Milled (50%) 24,607 12,257 66,118 48,977 Other (50%) 241 297 241 2,232 -------- -------- -------- -------- Total (50%) 102,883 79,987 301,021 228,349 Mining cost/ton of ore and waste $ 0.77 $ 0.82 $ 0.83 $ 0.82 Heap leaching cost/ton of ore $ 0.97 $ 0.77 $ 0.81 $ 0.65 Milling cost/ton of ore $ 2.72 $ 2.81 $ 2.95 $ 2.83 Production cost per ounce of gold produced: Direct mining expense $ 156 $ 203 $ 165 $ 208 Deferred stripping cost 25 2 22 (6) Inventory movements and other 10 (4) 3 (5) -------- -------- -------- -------- Cash operating cost 191 201 190 197 Royalties 21 16 18 17 Production taxes 2 -- 1 1 -------- -------- -------- -------- Total cash cost 214 217 209 215 Depreciation 35 44 37 45 Amortization 15 18 15 18 Reclamation and mine closure 9 9 9 9 -------- -------- -------- -------- Total production costs $ 273 $ 288 $ 270 $ 287 -------- -------- -------- -------- Heap leached - reusable pad: Ore processed (tons/day) (100%) 22,174 20,280 25,593 25,283 Total ore processed (000 tons) (100%) 2,018 1,845 6,987 6,902 Grade (ounce/ton) 0.032 0.030 0.034 0.028 Recovery rate (%) 79.8 58.7 78.1 59.1 Heap leached - dedicated pad: Ore processed (tons/day) (100%) 97,022 136,275 124,220 142,249 Total ore processed (000 tons) (100%) 8,829 12,401 33,912 38,834 Grade (ounce/ton) 0.011 0.012 0.011 0.011 Recovery rate /(1)/ Milled: Ore processed (tons/day) (100%) 11,226 9,359 10,401 8,668 Total ore processed (000 tons) (100%) 1,022 852 2,840 2,366 Grade (ounce/ton) 0.036 0.045 0.054 0.047 Recovery rate (%) 82.8 82.8 83.7 83.5 ------------------------------------------------------------------------------------------- /(1)/ Recovery rates on dedicated pads can only be estimated, as actual recoveries will not be known until leaching is complete. At the Round Mountain mine, the gold recovery rate on the dedicated heap leach pad is estimated at 50%. The Company has a 50% ownership interest in, and is the operator of, the Round Mountain mine in Nevada. The mine continues to have an excellent year. The Company's share of mine production was 102,883 ounces for the third quarter of 2001 compared with 79,987 ounces in the third quarter of 2000. The increase in production is attributable to an increase in mill tonnage, reduction of in- process inventory and the dual processing of high grade oxide material. Dual processing means the material is first leached on the reusable pad and then processed 18 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) through the mill allowing coarse gold to be recovered and increasing the ultimate recovery. Cash operating costs per ounce for the quarter were $191, compared with $201 in the third quarter of 2000. Revenues from higher production offset increased reagent and power costs resulting in the lower cash cost per ounce. 19 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) (b) McCoy/Cove, Nevada (100% owned) Three months ended Nine months ended September 30 September 30 OPERATING DATA 2001 2000 2001 2000 ----------------------------------------------------------------------------------------------------- Gold produced (ounces): Milled 16,780 28,937 54,504 90,640 Heap leached 6,670 10,425 18,634 41,316 ---------- ---------- ---------- ----------- Total gold 23,450 39,362 73,138 131,956 Silver produced (ounces): Milled 1,654,811 2,505,429 4,786,267 9,350,219 Heap leached 76,633 219,034 241,762 799,088 ---------- ---------- ---------- ----------- Total silver 1,731,444 2,724,463 5,028,029 10,149,307 Mining cost/ton of ore and waste n/a $ 0.79 n/a $ 0.74 Milling cost/ton of ore $ 7.83 $ 5.90 $ 7.13 $ 6.47 Heap leaching cost/ton of ore n/a n/a n/a $ 2.12 Production cost per ounce of gold produced: Direct mining expense $ 223 $ 173 $ 241 $ 164 Deferred stripping cost 27 11 7 1 Inventory movements and other (11) 5 (5) -- ---------- ---------- ---------- ----------- Cash operating cost 239 189 243 165 Royalties 1 3 1 3 Production taxes -- 1 -- 4 ---------- ---------- ---------- ----------- Total cash cost 240 193 244 172 Depreciation 49 28 47 24 Amortization 9 28 8 28 Reclamation and mine closure -- 11 -- 11 ---------- ---------- ---------- ----------- Total production costs $ 298 $ 260 $ 299 $ 235 ---------- ---------- ---------- ----------- Average gold-to-silver price ratio /(1)/ 63.8:1 55.7:1 60.9:1 55.5:1 Milled: Ore processed (tons/day) 9,612 11,594 10,886 11,369 Total ore processed (000 tons) 875 1,055 2,972 3,104 Gold grade (ounce/ton) 0.051 0.050 0.045 0.055 Silver grade (ounce/ton) 2.44 3.16 2.57 4.00 Gold recovery rate (%) 47.3 46.8 45.9 51.8 Silver recovery rate (%) 56.4 68.8 63.0 71.5 Heap leached: Ore processed (tons/day) n/a n/a n/a 6,628 Total ore processed (000 tons) n/a n/a n/a 1,809 Gold grade (ounce/ton) n/a n/a n/a 0.024 Silver grade (ounce/ton) n/a n/a n/a 0.96 Recovery rates /(2)/ ----------------------------------------------------------------------------------------------------- /(1)/ To convert costs per ounce of gold into comparable costs per ounce of co- product silver, divide the production cost per ounce of gold by the period's average gold-to-silver price ratio. /(2)/ Recovery rates on dedicated pads can only be estimated, as actual recoveries will not be known until leaching is complete. At the McCoy/Cove mine, the gold recovery rate is estimated at 68% for crushed ore and 48% for uncrushed, run-of-mine ore, while the silver recovery rate is estimated at 35% for crushed ore and 10% for uncrushed, run-of-mine ore. 20 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) At McCoy/Cove in Nevada, gold production was 23,450 ounces for the third quarter compared with 39,362 ounces in the third quarter of 2000. Silver production amounted to 1.7 million ounces in the third quarter compared with 2.7 million ounces in the third quarter of 2000. The lower production level reflects the processing of low grade stockpiles as open pit mining was completed in 2000. With the lower production, cash operating costs for the quarter were $239 per ounce, compared to $189 per ounce in third quarter of 2000. Reclamation activities continued during the quarter with contouring of rock stockpiles, infiltration basins, and leach pads. Work is on track to have significant acreage available for the fall/winter planting season and earthwork activities will proceed through the winter. 21 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) (c) Lupin, Nunavut, Canada (100% owned) Three months ended Nine months ended September 30 September 30 OPERATING DATA 2001 2000 2001 2000 -------------------------------------------------------------------------------------------------------- Gold produced (ounces) 33,000 40,696 105,710 79,055 Mining cost/ton of ore C $ 43.77 C $ 43.18 C $ 45.56 C $ 40.87 Milling cost/ton of ore C $ 12.83 C $ 13.18 C $ 13.58 C $ 13.84 Production cost per ounce of gold produced: Canadian dollars: Direct mining expense C $ 422 C $ 325 C $ 399 C $ 333 Deferred mine development cost C $ (19) C $ (7) C $ (16) C $ (6) Inventory movements and other C $ 1 C $ -- C $ 1 C $ -- -------- ------- -------- ------- Cash operating cost C $ 404 C $ 318 C $ 384 C $ 327 U.S. dollars Cash operating costs US $ 241 US $ 199 US $ 228 US $ 206 Royalties -- -- -- -- Production taxes -- -- -- -- -------- ------- -------- ------- Total cash cost 241 199 228 206 Depreciation 33 26 30 27 Amortization 7 9 7 9 Reclamation and mine closure 14 17 14 17 -------- ------- -------- ------- Total production costs US $ 295 US $ 251 US $ 279 US $ 259 -------- ------- -------- ------- Milled: Ore processed (tons/day) 1,884 1,785 1,850 1,859 Total ore processed (000 tons) 171 162 505 338 Grade (ounce/ton) 0.205 0.267 0.224 0.250 Recovery rate (%) 93.7 93.8 93.3 93.4 -------------------------------------------------------------------------------------------------------- Gold production for the quarter was 33,000 ounces compared with 40,696 ounces in the third quarter of 2000. Cash operating costs were $241 per ounce for the quarter compared to $199 per ounce in the third quarter of 2000. Mining costs were higher and grades lower than in 2000 due to the sequencing of production areas in the mine. The cash operating costs include a $0.7 million benefit ($21 per ounce) in the third quarter from hedging Canadian dollars for Lupin expenditures. A $6.0 million gain, realized when certain contracts were closed during the first quarter of 1997, has now been fully amortized. 22 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) (d) Kettle River, Washington (100% owned) Three months ended Nine months ended September 30 September 30 OPERATING DATA 2001 2000 2001 2000 --------------------------------------------------------------------------------------------- Gold produced (ounces) 12,200 24,404 41,418 73,734 Mining cost/ton of ore $ 23.63 $ 19.46 $ 23.59 $ 20.49 Milling cost/ton of ore $ 12.93 $ 11.35 $ 11.47 $ 11.45 Production cost per ounce of gold produced: Direct mining expense $ 225 $ 214 $ 208 $ 230 Deferred mine development cost -- -- -- -- Inventory movements and other 53 (8) 57 (19) ------- ------- ------- ------- Cash operating cost 278 206 265 211 Royalties 7 12 11 13 Production taxes 1 1 1 1 ------- ------- ------- ------- Total cash cost 286 219 277 225 Depreciation 10 10 8 10 Amortization 40 8 40 8 Reclamation and mine closure 15 15 15 15 ------- ------- ------- ------- Total production costs $ 351 $ 252 $ 340 $ 258 ------- ------- ------- ------- Milled: Ore processed (tons/day) 856 1,575 1,020 1,487 Total ore processed (000 tons) 78 143 278 406 Grade (ounce/ton) 0.188 0.205 0.179 0.215 Recovery rate (%) 83.5 83.1 82.9 84.4 --------------------------------------------------------------------------------------------- Production for the third quarter was 12,200 ounces, down from 24,404 ounces in the third quarter of 2000. Mining at the Lamefoot deposit was completed in the fourth quarter of 2000 meaning that production in 2001 has been solely from existing stockpiles and the K-2 mine and, as anticipated, was lower than 2000 production. Cash operating costs per ounce were $278 in the third quarter of 2001 compared to $206 per ounce in the third quarter of 2000, reflecting the lower production. Underground exploration and development of an extension to the K-2 mine is currently underway. 23 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) RECENT DEVELOPMENTS Exploration and development programs With the ongoing low gold price environment, the Company continues its focused approach to exploration and development activities primarily within close proximity to the existing mine sites as well as in the Western United States and in the Timmins area of Ontario. For the third quarter of 2001, the Company spent $0.8 million on exploration activities. Exploration costs are expensed as incurred. In 1997, the Company deferred a final construction decision on its planned gold mine, the 100% owned Aquarius in Ontario, Canada. Development holding costs are expensed as incurred. During the third quarter of 2001, the Company expensed $0.4 million in holding costs related to Aquarius. Other See note 11 to the interim consolidated financial statements. 24 ECHO BAY MINES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS For the Three and Nine months ended September 30, 2001 (U.S. dollars) CAUTIONARY "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES 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 targeted or projected results. Such forward-looking statements include statements regarding targets for gold and silver production, cash operating costs and certain significant expenses, percentage increases and decreases in production from the Company's principal mines, schedules for completion of detailed feasibility studies and initial feasibility studies, potential changes in reserves and production, the timing and scope of future drilling and other exploration activities, expectations regarding receipt of permits and commencement of mining or production, anticipated grades and recovery rates, the ability to secure financing, and potential acquisitions or increases, divestitures or decreases in property interests. Factors that could cause actual results to differ materially include, among others: changes in gold and silver prices; fluctuations in grades and recovery rates; geological, metallurgical, processing, access, transportation or other problems; results of exploration activities, pending and future feasibility studies; changes in project parameters as plans continue to be refined; political, economic and operational risks; availability of materials and equipment; regulatory risks, including but not limited to reclamation security requirements and the timing for the receipt of governmental permits; force majeure events; the failure of plant, equipment or processes to operate in accordance with specifications or expectations; accidents, labor relations; delays in start-up dates for projects; environmental costs and risks; the possibility that the exchange of the capital securities for common shares will not be completed, and other factors described herein or in the Company's filings with the U.S. Securities and Exchange Commission. Many of these factors are beyond the Company's ability to predict or control. Readers are cautioned not to put undue reliance on forward-looking statements. 25 ECHO BAY MINES LTD. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information about market risks for the three months ended September 30, 2001 does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2000. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Summa See note 11 to the interim consolidated financial statements. Other The Company is also engaged in routine litigation incidental to its business. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Reports on Form 8-K Filed on September 12, 2001, related to the proposed conversion of capital securites into common shares. Filed on September 20, 2001, related to the deferral of the October 2001 interest payment on the capital securities. 26 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. ECHO BAY MINES LTD. --------------------------------------------- (Registrant) November 2, 2001 ---------------- Date /s/ David A. Ottewell --------------------------------------------- DAVID A. OTTEWELL Controller and Principal Accounting Officer 27