Exhibit 99.2
LAKE SHORE GOLD CORP.
Condensed Consolidated Interim Financial Statements
(March 31, 2014 and 2013)
(unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands of Canadian dollars, unaudited )
As at | | Note | | March 31, 2014 | | December 31, 2013 | |
| | | | | | | |
Assets | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | | | $ | 38,819 | | $ | 33,120 | |
Receivables and prepaids | | | | 4,721 | | 3,589 | |
Inventories and stockpiled ore | | 6 | | 22,864 | | 20,378 | |
| | | | 66,404 | | 57,087 | |
Non-current assets | | | | | | | |
Available for sale financial assets | | | | 416 | | 416 | |
Investments in associates | | 7 | | 1,480 | | 1,749 | |
Restricted cash | | | | 7,343 | | 7,095 | |
Mining interests | | 8 | | 531,685 | | 531,585 | |
| | | | $ | 607,328 | | $ | 597,932 | |
| | | | | | | |
Liabilities | | | | | | | |
Current liabilities | | | | | | | |
Accounts payable and accrued liabilities | | | | $ | 25,524 | | $ | 21,619 | |
Current portion of finance lease obligations | | | | 5,040 | | 3,446 | |
Current portion of long term debt | | 9 | | 13,524 | | 13,339 | |
| | | | 44,088 | | 38,404 | |
Non-current liabilities | | | | | | | |
Finance lease obligations | | | | 6,866 | | 6,150 | |
Long term debt | | 9 | | 114,020 | | 116,686 | |
Share-based liabilities | | | | 1,281 | | 754 | |
Environmental rehabilitation provision | | | | 4,789 | | 4,770 | |
| | | | 126,956 | | 128,360 | |
| | | | | | | |
Equity | | | | | | | |
Share capital | | | | 1,017,384 | | 1,017,262 | |
Equity portion of convertible debentures | | | | 14,753 | | 14,753 | |
Reserves | | | | 31,687 | | 31,388 | |
Deficit | | | | (627,540 | ) | (632,235 | ) |
| | | | 436,284 | | 431,168 | |
| | | | $ | 607,328 | | $ | 597,932 | |
See accompanying notes to the condensed consolidated interim financial statements
Approved by the Board
[signed Alan Moon] | | [signed Arnold Klassen] |
| | |
Alan Moon | | Arnold Klassen |
Director, Chair of the Board of Directors | | Director, Chair of the Audit Committee |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands of Canadian dollars, except per share amounts, unaudited)
For the three months ended March 31, | | Note | | 2014 | | 2013 | |
| | | | | | | |
Revenue | | | | $ | 61,459 | | $ | 42,857 | |
Production costs | | 3 | | (29,565 | ) | (26,124 | ) |
Depletion and depreciation | | | | (17,497 | ) | (12,873 | ) |
Earnings from mine operations | | | | 14,397 | | 3,860 | |
| | | | | | | |
Expenses | | | | | | | |
General and administrative | | | | (3,653 | ) | (3,005 | ) |
Exploration and evalution | | | | (234 | ) | (423 | ) |
Share of loss of investments in associates | | 7 | | (269 | ) | (319 | ) |
Earnings from operations and associates | | | | 10,241 | | 113 | |
Other (loss) income, net | | 4 | | (607 | ) | 2,376 | |
Finance items | | 5 | | | | | |
Finance income | | | | 89 | | 181 | |
Finance expense | | | | (5,028 | ) | (3,282 | ) |
Net earnings (loss) | | | | $ | 4,695 | | $ | (612 | ) |
| | | | | | | |
Other comprehensive income (loss) | | | | | | | |
Items that may be reclassified subsequently to profit or loss | | | | | | | |
Other comprehensive loss from continuing operations, net of tax | | | | | | | |
Unrealized loss on available for sale investments | | | | — | | (236 | ) |
Other comprehensive income from discontinued operations | | | | | | | |
Exchange differences on translation of foreign operations | | 7 | | — | | 156 | |
Comprehensive income (loss) from continuing operations | | | | $ | 4,695 | | $ | (848 | ) |
Comprehensive income from discontinued operations | | | | — | | 156 | |
Total comprehensive income (loss) | | | | $ | 4,695 | | $ | (692 | ) |
| | | | | | | |
Basic and diluted income (loss) per share | | 10(b) | | $ | 0.01 | | $ | (0.00 | ) |
| | | | | | | |
Weighted average number of common shares outstanding (in 000’s) note 10(b) | | | | | | | |
Basic | | | | 416,648 | | 416,275 | |
Diluted | | | | 418,884 | | 416,275 | |
See accompanying notes to the condensed consolidated interim financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of Canadian dollars, unaudited)
For the three months ended March 31, | | Note | | 2014 | | 2013 | |
| | | | | | | |
Operating Activities | | | | | | | |
| | | | | | | |
Net earnings (loss) | | | | $ | 4,695 | | $ | (612 | ) |
Add (Deduct): | | | | | | | |
Depletion and depreciation | | | | 17,508 | | 12,907 | |
Share-based payments expense | | | | 847 | | 640 | |
Share of loss of investments in associates | | | | 269 | | 319 | |
Other loss (income), net | | | | 607 | | (2,376 | ) |
Finance income | | | | (89 | ) | (181 | ) |
Interest received | | | | 49 | | 59 | |
Finance expense | | | | 5,028 | | 3,282 | |
Interest paid | | | | (3,957 | ) | (4,234 | ) |
Change in non-cash operating working capital | | 11 | | (29 | ) | 6,392 | |
Net cash flow provided by operating activities | | | | 24,928 | | 16,196 | |
| | | | | | | |
Investing Activities | | | | | | | |
Additions to mining interests, including movements in working capital | | | | (14,112 | ) | (41,071 | ) |
Restricted cash | | | | (248 | ) | — | |
Net cash flow used in investing activities | | | | (14,360 | ) | (41,071 | ) |
| | | | | | | |
Financing Activities | | | | | | | |
| | | | | | | |
Proceeds from long term debt, net of transaction costs | | | | — | | 34,927 | |
Long term debt payments | | 9(a(i)) | | (4,075 | ) | (4,690 | ) |
Payment of finance lease obligations | | | | (857 | ) | (2,285 | ) |
Exercise of stock options | | | | 55 | | 23 | |
Net cash (used in) provided by financing activities | | | | (4,877 | ) | 27,975 | |
| | | | | | | |
Impact of foreign exchange on cash balances | | | | 8 | | 67 | |
| | | | | | | |
Increase in cash and cash equivalents during the period | | | | 5,699 | | 3,167 | |
Cash and cash equivalents at beginning of year | | | | 33,120 | | 48,715 | |
Cash and cash equivalents at end of period | | | | $ | 38,819 | | $ | 51,882 | |
Supplemental cash flow information note 11
See accompanying notes to the condensed consolidated interim financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands of Canadian dollars, except for share information, unaudited)
| | | | | | Equity | | Reserves | | | | | |
| | | | Share capital | | portion of convertible | | | | Share-based | | Investment revaluation | | | | | |
| | Note | | Shares (‘000s) | | Amount | | debentures | | Warrants | | payments | | reserve | | Deficit | | Equity | |
At January 1, 2014 | | | | 416,620 | | $ | 1,017,262 | | $ | 14,753 | | $ | 2,469 | | $ | 28,682 | | $ | 237 | | $ | (632,235 | ) | $ | 431,168 | |
Shares issued as part of various agreements | | 8 | | 50 | | 45 | | | | — | | — | | — | | | | 45 | |
Share based payments | | 10 (a(ii)) | | — | | — | | — | | — | | 320 | | — | | — | | 320 | |
Stock-options exercised (including transfer from share-based payments reserves of $21) | | | | 65 | | 77 | | — | | — | | (21 | ) | — | | — | | 56 | |
Net income and compehensive income | | | | — | | — | | — | | — | | — | | — | | 4,695 | | 4,695 | |
At March 31, 2014 | | | | 416,735 | | $ | 1,017,384 | | $ | 14,753 | | $ | 2,469 | | $ | 28,981 | | $ | 237 | | $ | (627,540 | ) | $ | 436,284 | |
| | | | | | | | Reserves | | | | | |
| | | | Share capital | | Equity portion of | | | | | | Currency | | Investment | | | | | |
| | Note | | Shares (‘000s) | | Amount | | convertible debentures | | Warrants | | Share-based payments | | translation adjustment | | revaluation reserve | | Deficit | | Equity | |
At January 1, 2013 | | | | 415,654 | | $ | 1,016,524 | | $ | 14,753 | | $ | 2,469 | | $ | 26,259 | | $ | (3,967 | ) | $ | (1,549 | ) | $ | (398,766 | ) | $ | 655,723 | |
Shares issued as part of various agreements (net of share issue costs of $30) | | | | 936 | | 702 | | — | | — | | — | | — | | — | | — | | 702 | |
Share based payments | | 10(a(ii)) | | — | | — | | — | | — | | 615 | | — | | — | | — | | 615 | |
Stock-options exercised (including transfer from share-based payments reserves of $13) | | | | 30 | | 36 | | — | | — | | (13 | ) | — | | — | | — | | 23 | |
Net loss | | | | — | | — | | — | | — | | — | | — | | — | | - 612 | | (612 | ) |
Other comprehensive income (loss), net of tax | | | | — | | — | | — | | — | | — | | 156 | | (236 | ) | — | | (80 | ) |
Total comprehensive loss | | | | | | | | | | | | | | 156 | | (236 | ) | (612 | ) | (692 | ) |
At March 31, 2013 | | | | 416,620 | | $ | 1,017,262 | | $ | 14,753 | | $ | 2,469 | | $ | 26,861 | | $ | (3,811 | ) | $ | (1,785 | ) | $ | (399,378 | ) | $ | 656,371 | |
Share based payments | | | | — | | — | | — | | — | | 1,821 | | — | | — | | — | | 1,821 | |
Net loss | | | | — | | — | | — | | — | | — | | — | | — | | $ | (232,857 | ) | (232,857 | ) |
Other comprehensive income (loss), net of tax | | | | — | | — | | — | | — | | — | | 3,811 | | 2,022 | | — | | 5,833 | |
Total comprehensive loss | | | | | | | | | | | | 1,821 | | 3,811 | | 2,022 | | (232,857 | ) | (225,203 | ) |
At December 31, 2013 | | | | 416,620 | | $ | 1,017,262 | | $ | 14,753 | | $ | 2,469 | | $ | 28,682 | | $ | — | | $ | 237 | | $ | (632,235 | ) | $ | 431,168 | |
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
Lake Shore Gold Corp. (“Lake Shore Gold” or the “Company”) is a publicly listed company, incorporated in Canada; the Company’s shares are traded on the Toronto Stock Exchange and on the NYSE MKT stock exchange. The head office, principal address and record office are located at 181 University Avenue, Suite 2000, Toronto, Ontario, Canada, M5H 3M7. The Company is primarily engaged in the operation, exploration and development of three gold complexes located in the Timmins Gold Camp in Timmins, Ontario; the Company also has certain exploration properties in Quebec. The Company is in commercial production at its Timmins West Mine and Bell Creek Mine.
2. BASIS OF PREPARATION
The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”), and follow the same accounting policies and methods of application as the annual consolidated financial statements of the Company for the year ended December 31, 2013, except as noted below under changes in accounting policies. These condensed consolidated interim financial statements do not contain all disclosures required by IFRS and accordingly should be read in conjunction with the 2013 annual consolidated financial statements and the notes thereto.
These condensed consolidated interim financial statements have been prepared under the historical cost convention, except for certain financial instruments, as set out in the accounting policies in note 3 of the 2013 annual consolidated financial statements.
The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the condensed consolidated interim financial statements, are disclosed in note 4 of the 2013 annual consolidated financial statements.
CHANGES IN ACCOUNTING POLICIES
The Company has adopted the following new standards, along with any consequential amendments, effective January 1, 2014. These changes were made in accordance with the applicable transitional provisions.
IAS 32, Financial instruments: presentation
IAS 32, Financial instruments: presentation was amended by the IASB in December 2011. The amendment clarifies that an entity has a legally enforceable right to offset financial assets and financial liabilities if that right is not contingent on a future event and it is enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendment to IAS 32 is effective for annual periods beginning on or after January 1, 2014. The amendment to the standard did not have any impact on the Company’s condensed consolidated interim financial statements.
1
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
IAS 36, Impairment of assets
IAS 36, Impairment of assets, was amended by the IASB in May 2013. The amendments require the disclosure of the recoverable amount of impaired assets when an impairment loss has been recognized or reversed during the period and additional disclosures about the measurement of the recoverable amount of impaired assets when the recoverable amount is based on fair value less costs of disposal, including the discount rate when a present value technique is used to measure the recoverable amount. The amendments to IAS 36 are effective for annual periods beginning on or after January 1, 2014. The amendments to the standard did not have any impact on the Company’s condensed consolidated interim financial statements.
IAS 39, Financial instruments: recognition and measurement
IAS 39, Financial instruments: recognition and measurement, was amended by the IASB in June 2013. The amendments clarify that novation of a hedging derivative to a clearing counterparty as a consequence of laws or regulations or the introduction of laws or regulations does not terminate hedge accounting. The amendments to IAS 39 are effective for annual periods beginning on or after January 1, 2014. The amendments to the standard did not have any impact on the Company’s condensed consolidated interim financial statements.
IFRIC 21, Levies
IFRIC 21, Levies was issued in May 2013 and is an interpretation of IAS 37, Provisions, Contingent Liabilities and Contingent Assets. The interpretation clarifies the obligating event that gives rise to a liability to pay a levy. IFRIC 21 is effective for periods beginning on or after January 1, 2014. IFRIC 21 did not have a significant impact on the Company’s condensed consolidated interim financial statements.
ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE
IFRS 9, Financial Instruments
IFRS 9, Financial Instruments (“IFRS 9”) was issued by the IASB on October 28, 2010, and will replace IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Two measurement categories continue to exist to account for financial liabilities in IFRS 9; fair value through profit or loss (“FVTPL”) and amortized cost. Financial liabilities held-for-trading are measured at FVTPL, and all other financial liabilities are measured at amortized cost unless the fair value option is applied. The treatment of embedded derivatives under the new standard is consistent with IAS 39 and is applied to financial liabilities and non-derivative host contracts not within the scope of this standard. The effective date for this standard is for annual periods beginning on or after January 1, 2018. The Company is currently evaluating the impact of IFRS 9 on its consolidated financial statements.
2
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
3. PRODUCTION COSTS
Three months ended March 31, | | 2014 | | 2013 | |
Raw materials and consumables | | $ | 14,166 | | $ | 9,046 | |
Salaries and employee benefits | | 8,829 | | 8,289 | |
Contractors | | 5,593 | | 4,338 | |
Definition and delineation drilling | | 1,301 | | 1,925 | |
Royalties | | 1,330 | | 1,112 | |
Rentals and operating leases | | 301 | | 263 | |
Change in inventories | | (2,144 | ) | 1,012 | |
Share based payments | | 95 | | 126 | |
Other | | 94 | | 13 | |
| | $ | 29,565 | | $ | 26,124 | |
4. OTHER (LOSS) INCOME
Three months ended March 31, | | 2014 | | 2013 | |
Unrealized and realized gain on embedded derivatives note 9(a(i)) | | $ | 987 | | $ | 2,094 | |
Unrealized and realized foreign exchange (loss) gain, net | | (1,594 | ) | 320 | |
Unrealized loss on warrants | | — | | (38 | ) |
Other (loss) income, net | | $ | (607 | ) | $ | 2,376 | |
Unrealized and realized foreign exchange gain for the three months ended March 31, 2014 includes $1,285 unrealized loss (same period in 2013 - $352 unrealized gain) from the mark to market of certain embedded derivatives (note 9(a(i))).
5. FINANCE INCOME AND FINANCE EXPENSE
Three months ended March 31, | | 2014 | | 2013 | |
| | | | | |
Interest income on bank deposits | | $ | 89 | | $ | 181 | |
Finance income | | $ | 89 | | $ | 181 | |
| | | | | |
Borrowing costs and other interest expense | | $ | (5,010 | ) | $ | (3,269 | ) |
Unwinding of the discount on environmental rehabilitation provision | | (18 | ) | (13 | ) |
Finance expense | | $ | (5,028 | ) | $ | (3,282 | ) |
Net finance items | | $ | (4,939 | ) | $ | (3,101 | ) |
Borrowing costs for the three months ended March 31, 2014 and 2013 include the following:
Three months ended March 31, | | 2014 | | 2013 | |
Gold Loan interest expense and amortisation of transaction costs note 9(a(i)) | | $ | 1,066 | | $ | 1,597 | |
Standby Line interest expense and unwinding of discount | | 1,220 | | 909 | |
Debentures interest and acretion | | 2,648 | | 2,550 | |
Borrowing costs before costs capitalized | | $ | 4,934 | | $ | 5,056 | |
Capitalized in mining interests | | — | | (1,901 | ) |
Borrowing costs | | $ | 4,934 | | $ | 3,155 | |
Other interest expense includes bank charges and interest expense related to finance leases of $76 for the three months ended March 31, 2014 (same period in 2013 - $114).
3
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
6. INVENTORIES AND STOCKPILED ORE
As at | | March 31, 2014 | | December 31, 2013 | |
Gold in circuit | | $ | 12,611 | | $ | 10,068 | |
Stockpiled ore | | 2,871 | | 3,902 | |
Bullion | | 192 | | 782 | |
Materials and supplies inventory | | 7,190 | | 5,626 | |
| | $ | 22,864 | | $ | 20,378 | |
The cost of inventories and stockpiled ore recognized as an expense (excluding royalty expense of $1,330) during the three months ended March 31, 2014 is $28,235 (same period in 2013 - $25,012, excluding royalty expense of $1,112). There were no write downs or reversals of write downs of inventory to net realizable value during the three months ended March 31, 2014 and 2013.
7. INVESTMENTS IN ASSOCIATES
The Company’s investments in associates are as follows:
| | March 31, 2014 | | December 31, 2013 | |
As at | | Net book value | | Fair value | | Ownership | | Net book value | | Fair value | | Ownership | |
Northern Superior Resources Inc. | | $ | 1,182 | | $ | 2,022 | | 23.82 | % | $ | 1,349 | | $ | 1,349 | | 23.82 | % |
Revolution Resources Corp. | | $ | 298 | | $ | 801 | | 22.45 | % | $ | 400 | | $ | 400 | | 22.45 | % |
| | $ | 1,480 | | | | | | $ | 1,749 | | | | | |
During the three months ended March 31, 2014, the Company recorded a loss of $269 (same period in 2013 - $319), representing the Company’s share on losses of its equity investments.
On January 30, 2013 the Company and Revolution Resources Corp. (“Revolution”) entered into an agreement for the sale of the Company’s Mexico subsidiary (which held 100% of the Company’s Mexico property portfolio) to Revolution for a number of shares of Revolution and other consideration.
The agreement closed on May 8, 2013 at which time the Company’s interest on Revolution increased to 22.5% (from approximately 7% before the transaction) and Revolution became an associate of Lake Shore Gold. As such, from May 8, 2013, Revolution is accounted under the equity method of accounting.
The net assets of the Mexico subsidiary were recorded as assets held for sale at December 31, 2012. There was no income or loss from discontinued operations for the three months ended March 31, 2014 and 2013; $156 of cumulative exchange differences from translation of foreign operations for the three months ended March 31, 2013 is included in other comprehensive income.
4
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
8. MINING INTERESTS
Period ended March 31, 2014 | | Depletable | | Non depletable | | Total | | Plant and equipment | | Total | |
Cost | | | | | | | | | | | |
At January 1, 2014 | | $ | 412,533 | | $ | 104,509 | | $ | 517,042 | | $ | 165,192 | | $ | 682,234 | |
Additions, including transfer from construction in progress of $1,362 | | 11,125 | | 3 | | 11,128 | | 5,445 | | 16,573 | |
Construction in progress | | — | | — | | — | | 158 | | 158 | |
Cost at March 31, 2014 | | $ | 423,658 | | $ | 104,512 | | $ | 528,170 | | $ | 170,795 | | $ | 698,965 | |
Accumulated depreciation and depletion | | | | | | | | | | | |
At January 1, 2014 | | $ | 93,228 | | $ | — | | $ | 93,228 | | $ | 57,421 | | $ | 150,649 | |
Depreciation | | — | | — | | — | | 3,328 | | 3,328 | |
Depletion | | 13,303 | | — | | 13,303 | | — | | 13,303 | |
Accumulated depreciation and depletion at March 31, 2014 | | $ | 106,531 | | $ | — | | $ | 106,531 | | $ | 60,749 | | $ | 167,280 | |
Carrying amount at March 31, 2014 | | $ | 317,127 | | $ | 104,512 | | $ | 421,639 | | $ | 110,046 | | $ | 531,685 | |
Year ended December 31, 2013 | | Depletable | | Non depletable | | Total | | Plant and equipment | | Total | |
Cost | | | | | | | | | | | |
At January 1, 2013 | | $ | 501,107 | | $ | 134,605 | | $ | 635,712 | | $ | 175,851 | | $ | 811,563 | |
Additions | | 57,461 | | 302 | | 57,763 | | 3,193 | | 60,956 | |
Construction in progress additions net of transfers | | — | | — | | — | | 38,232 | | 38,232 | |
Change in estimate and discount rate (environmental rehabilitation assets) | | (540 | ) | — | | (540 | ) | — | | (540 | ) |
Sale leaseback transaction | | — | | — | | — | | (2,977 | ) | (2,977 | ) |
Impairment charge | | (145,495 | ) | (30,398 | ) | (175,893 | ) | (49,107 | ) | (225,000 | ) |
Cost at December 31, 2013 | | $ | 412,533 | | $ | 104,509 | | $ | 517,042 | | $ | 165,192 | | $ | 682,234 | |
Accumulated depreciation and depletion | | | | | | | | | | | |
At January 1, 2013 | | $ | 47,779 | | $ | — | | $ | 47,779 | | $ | 43,896 | | $ | 91,675 | |
Sale leaseback transaction | | — | | — | | — | | (821 | ) | (821 | ) |
Depreciation | | — | | — | | — | | 14,346 | | 14,346 | |
Depletion | | 45,449 | | — | | 45,449 | | — | | 45,449 | |
Accumulated depreciation and depletion at December 31, 2013 | | $ | 93,228 | | $ | — | | $ | 93,228 | | $ | 57,421 | | $ | 150,649 | |
Carrying amount at December 31, 2013 | | $ | 319,305 | | $ | 104,509 | | $ | 423,814 | | $ | 107,771 | | $ | 531,585 | |
During the quarter ended March 31, 2014, the Company issued 50,000 common shares to certain First Nation communities, under an Impact and Benefits Agreement, valued at $45 and capitalized in mining interests.
The depreciation of plant and equipment utilized in capital development is capitalized ($345 for the three months ended March 31, 2014; $738 for same period in 2013).
5
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
9. LONG TERM DEBT
As at | | March 31, 2014 | | December 31, 2013 | |
Gold Loan (a(i)) | | $ | 16,064 | | $ | 18,458 | |
Standby Line (a(ii)) | | 26,764 | | 26,275 | |
Convertible Debentures (b) | | 84,715 | | 85,292 | |
| | $ | 127,543 | | $ | 130,025 | |
Current portion of long term debt (a) | | 15,477 | | 13,339 | |
Long term debt | | $ | 112,066 | | $ | 116,686 | |
(a) Sprott Resource Lending Partnership Credit Facility
On June 14, 2012, the Company signed a financing agreement with Sprott Resource Lending Partnership (“Sprott”) for a credit facility (the “Facility”) totaling up to $70,000, secured by the material assets of the Company. The Facility involves two components, a $35,000 gold loan (the “Gold Loan”), payable monthly starting on January 31, 2013 to May 31, 2015, and a standby line of credit (the “Standby Line”) for an additional $35,000. The transaction closed on July 16, 2012, at which time the Company received $35,000 for the Gold Loan. The Standby Line of $35,000 was drawn down on February 1, 2013.
On December 12, 2013, the Company entered into a modification agreement (the “Modification Agreement”) with Sprott whereby the Company will repay the Standby Line through 18 equal monthly payments of $1,667 starting on June 30, 2015 with the final payment due on November 30, 2016; previously, the Standby Line was due in full on January 1, 2015. The Company paid $5,000 of principal on the Standby Line in December 2013.
The Sprott debt facility has certain financial covenants, as disclosed in note 19 of the annual consolidated financial statements, which must be maintained on an ongoing basis. The Company was in compliance with all debt covenants throughout the three months ended March 31, 2014 and year ended December 31, 2013.
(i) Gold Loan
As at | | March 31, 2014 | | December 31, 2013 | |
Accreted principal, net of unamortized transaction costs | | $ | 19,143 | | $ | 22,754 | |
Embedded Derivative asset | | (3,079 | ) | (6,702 | ) |
Minimum Return Derivative liability | | — | | 2,406 | |
| | $ | 16,064 | | $ | 18,458 | |
Current portion of Gold Loan | | 18,107 | | 18,024 | |
Current portion of embedded derivative asset | | (2,630 | ) | (4,685 | ) |
Long term portion of Gold Loan | | $ | 587 | | $ | 5,119 | |
The Gold Loan is being repaid through 29 monthly cash payments starting on January 31, 2013 based on 947 ounces of gold each month multiplied by the Bloomberg gold closing price on the date of payment.
6
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
As a result of the indexation of the principal repayments to the movement in the price of gold, the Gold Loan contains a derivative which is embedded in the Canadian dollar denominated debt instrument (the “Embedded Derivative”). The Embedded Derivative is marked to market at each period end with changes in fair value recorded as other income (expense) and foreign exchange gain (loss), the latter representing the impact of changes in the US$/Canadian$ exchange rate on the fair value of the derivative.
The Modification Agreement provided for the minimum return (the “floor”) on the Gold Loan to increase to 7.5% (from 5% under the original agreement); the minimum return provision is considered a derivative embedded in the Gold Loan (the “Minimum Return Derivative”) due to the floor being in the money at the time of the modification. The Minimum Return Derivative is equivalent to the additional amount (if any) the Company will have to pay at the maturity of the Gold Loan to ensure the return to Sprott is at least 7.5%; the derivative is marked to market at each period end with changes in fair value recorded as unrealized derivative gain (loss).
Gold Loan changes for the three months ended March 31, 2014 and 2013 were as follows:
| | Accreted Principal | | Transaction Costs | | Total | |
At December 31, 2013 | | $ | 23,894 | | $ | (1,140 | ) | $ | 22,754 | |
Cash payments | | (4,075 | ) | — | | (4,075 | ) |
Interest expense | | 867 | | 199 | | 1,066 | |
Realized derivative gain | | (919 | ) | — | | (919 | ) |
Realized foreign exchange loss | | 317 | | — | | 317 | |
At March 31, 2014 | | $ | 20,084 | | $ | (941 | ) | $ | 19,143 | |
| | | | | | | |
At December 31, 2012 | | $ | 37,577 | | $ | (1,947 | ) | $ | 35,630 | |
Cash payments | | (4,690 | ) | — | | (4,690 | ) |
Interest expense | | 1,398 | | 199 | | 1,597 | |
Realized derivative gain | | (30 | ) | — | | (30 | ) |
Realized foreign exchange loss | | 99 | | — | | 99 | |
At March 31, 2013 | | $ | 34,354 | | $ | (1,748 | ) | $ | 32,606 | |
Embedded Derivative and Minimum Return Derivative (together “the embedded derivatives”) movements for the three months ended March 31, 2014 and 2013 are as follows:
Embedded derivatives | | Embedded Derivative (asset) liability | | Minimum Return Derivative liability | | Total | |
At December 31, 2013 | | $ | (6,702 | ) | $ | 2,406 | | $ | (4,296 | ) |
Unrealized derivative loss (gain) | | 2,338 | | (2,406 | ) | (68 | ) |
Unrealized foreign exchange loss | | 1,285 | | — | | 1,285 | |
At March 31, 2014 | | $ | (3,079 | ) | $ | — | | $ | (3,079 | ) |
| | | | | | | |
At December 31, 2012 | | $ | 1,145 | | $ | — | | $ | 1,145 | |
Unrealized derivative gain | | (2,064 | ) | — | | (2,064 | ) |
Unrealized foreign exchange gain | | (352 | ) | — | | (352 | ) |
At March 31, 2013 | | $ | (1,271 | ) | $ | — | | $ | (1,271 | ) |
7
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
(ii) Standby Line
As at | | March 31, 2014 | | December 31, 2013 | |
Balance at beginning of period | | $ | 26,275 | | $ | — | |
Loan principal draw down net of transaction costs | | $ | — | | $ | 30,905 | |
Principal payments | | $ | — | | $ | (5,000 | ) |
Interest expense and unwinding of discount | | $ | 1,220 | | $ | 3,527 | |
Interest payments | | $ | (731 | ) | $ | (3,157 | ) |
| | $ | 26,764 | | $ | 26,275 | |
The Standby Line bears annual interest of 9.75%, compounded monthly. The Company can prepay up to $10,000 of the principal in 2014 without penalty and incur a penalty of 8% for prepayments above $10,000. The Company will incur prepayment penalties of 6% and 4%, respectively, for any prepayments in 2015 and 2016. The Company owes a 2% rollover fee on the outstanding principal at December 31, 2014 which will be reduced to 1% should the Company prepay more than $5,000 in 2014.
(b) Convertible Debentures
As at | | March 31, 2014 | | December 31, 2013 | |
Balance at beginning of period | | $ | 85,292 | | $ | 81,778 | |
Interest expense and unwinding of discount | | 2,648 | | 10,390 | |
Interest payments | | (3,225 | ) | (6,876 | ) |
| | $ | 84,715 | | $ | 85,292 | |
On September 2012, the Company issued 103,500 at $1.0 of Convertible Unsecured Debentures (the “Debentures”) for an aggregate principal amount of $103,500 which bears annual interest at 6.25%, payable semi-annually in arrears on March 31 and September 30 of each year, starting on March 31, 2013, and maturing on September 30, 2017.
The option of the holders to convert the Debentures into common share of the Company resulted in the Debentures being accounted for as a compound financial instrument with $82,512 recorded at inception as long term debt and $20,988 as equity (the latter representing the value of the holder conversion option). The debt component is subsequently measured at amortized cost using the effective interest rate method.
10. EQUITY
a) Reserves
i) Share Options
As at March 31, 2014, the Company had 22,867,465 options outstanding of which 11,599,750 are exercisable. Movements in share options during the three months ended March 31, 2014 and 2013 were as follows:
8
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
| | March 31, 2014 | | March 31, 2013 | |
| | Number of options | | Weighted-average exercise price | | Number of options | | Weighted-average exercise price | |
Outstanding, beginning of year | | 24,245,365 | | $ | 1.89 | | 23,087,535 | | $ | 2.32 | |
Forfeited and expired | | (1,312,900 | ) | $ | 2.26 | | (1,324,050 | ) | $ | 1.83 | |
Exercised | | (65,000 | ) | $ | 0.87 | | (30,000 | ) | $ | 0.79 | |
Outstanding, end of period | | 22,867,465 | | $ | 1.87 | | 21,733,485 | | $ | 2.35 | |
Exercisable, end of period | | 11,599,750 | | | | 14,309,650 | | | |
ii) Share-based payment expense
Share-based payment expense recognized (representing stock option expense for the period) is allocated to production costs (options granted to mine employees), general and administrative costs (options granted to directors and corporate employees), exploration expenses (options granted to individuals involved in exploration work on the green field exploration stage properties), and capitalized as part of mining properties (options granted to individuals involved on the specific projects capitalized). The Company capitalized $Nil of share-based payments for the three months ended March 31, 2014 (same period in 2013 - $146).
The allocation in the condensed consolidated statements of comprehensive income (loss) for the three month periods ended March 31, 2014 and 2013 is as follows:
Three months ended March 31, | | 2014 | | 2013 | |
General and administrative | | $ | 225 | | $ | 458 | |
Production costs | | 95 | | 126 | |
Exploration | | — | | 31 | |
Total share-based payments | | $ | 320 | | $ | 615 | |
b) Basic and diluted loss per share
The basic and diluted loss per share for the three months ended March 31, 2014 and 2013 is calculated as shown in the table below. The diluted income per share for the three months ended March 31, 2014 includes impact of the outstanding options; the impact of the outstanding convertible debentures is not included in the calculations as the impact would be anti-dilutive. The calculation of diluted loss per share for the three months ended March 31, 2013 does not include impact of the outstanding options and convertible debentures as the impact would have been anti-dilutive.
Three months ended March 31, | | 2014 | | 2013 | |
Net earnings (loss) | | $ | 4,695 | | $ | (612 | ) |
Weighted average basic number of common shares outstanding (in ‘000s) | | 416,648 | | 416,275 | |
Basic income (loss) per share | | $ | 0.01 | | $ | (0.00 | ) |
| | | | | |
Weighted average diluted number of common shares outstanding (in ‘000s) | | 418,884 | | 416,275 | |
Diluted income (loss) per share | | $ | 0.01 | | $ | (0.00 | ) |
9
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
Three months ended March 31, | | 2014 | | 2013 | |
Weighted average commons share outstanding | | 416,648 | | 416,275 | |
In the money shares-share options | | 2,236 | | — | |
Weighted average diluted number of common shares outstanding | | 418,884 | | 416,275 | |
11. SUPPLEMENTAL CASH FLOW INFORMATION
Three months ended March 31, | | 2014 | | 2013 | |
Change in operating working capital | | | | | |
(Increase) decrease in receivables and prepaids | | $ | (1,561 | ) | $ | 767 | |
(Increase) decrease in inventory | | (3,975 | ) | 564 | |
Increase in accounts payable and accrued liabilities | | 5,507 | | 5,061 | |
| | $ | (29 | ) | $ | 6,392 | |
| | | | | |
Cash and cash equivalents at March 31 consist of: | | | | | |
Cash | | $ | 38,819 | | $ | 11,674 | |
Short term investments | | — | | 40,208 | |
| | $ | 38,819 | | $ | 51,882 | |
| | Three months ended March 31, | |
Non-cash investing and financing activities | | 2014 | | 2013 | |
| | | | | |
Mining interests | | | | | |
Reduction in working capital related to mining interests | | $ | (1,156 | ) | $ | (1,554 | ) |
Shares issued as part of mining property agreements | | 45 | | 32 | |
Stock options capitalized | | — | | 146 | |
Non cash interest capitalized | | — | | 563 | |
| | $ | (1,111 | ) | $ | (813 | ) |
Assets held for sale | | | | | |
Translation of foreign operations note 7 | | $ | — | | $ | 156 | |
| | $ | — | | $ | 156 | |
Share Capital | | | | | |
Transfer of amounts from contributed surplus | | 21 | | 13 | |
Shares issued as part of mining property agreement | | 45 | | 32 | |
Shares issued as part of the Facility agreement | | — | | 700 | |
| | $ | 66 | | $ | 745 | |
12. SEGMENTED INFORMATION
The Company has two operating segments: mining operations and exploration and advanced exploration. Corporate, which is not an operating segment, includes all the corporate growth and development activities and the corporate team that provides administrative, technical, financial and other support to all of the Company’s business units. Other corporate expenses include general and administrative costs and the Company’s share of loss of its equity investments; finance (loss) income, net, includes bank and debt interest and other charges and interest earned on cash and cash equivalents. The information reported
10
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
below is based on the information provided to the Chief Executive Officer, the chief operating decision maker.
Three months ended March 31, 2014 | | Mining operations* | | Exploration and advanced exploration** | | Corporate | | Total | |
Revenues | | $ | 61,459 | | $ | — | | $ | — | | $ | 61,459 | |
Earnings from mine operations | | 14,397 | | — | | — | | $ | 14,397 | |
Expenses | | | | | | | | | |
General and administrative | | — | | — | | (3,653 | ) | (3,653 | ) |
Exploration and evalution | | — | | (234 | ) | — | | (234 | ) |
Share of loss of investments in associates | | — | | — | | (269 | ) | (269 | ) |
Earnings (loss) from operations and associates | | 14,397 | | (234 | ) | (3,922 | ) | 10,241 | |
Other loss | | — | | — | | (607 | ) | (607 | ) |
Finance items (net) | | — | | — | | (4,939 | ) | (4,939 | ) |
Net earnings (loss) | | $ | 14,397 | | $ | (234 | ) | $ | (9,468 | ) | $ | 4,695 | |
Expenditures on mining interests including movements in working capital | | 14,112 | | $ | — | | $ | — | | $ | 14,112 | |
Total assets | | $ | 459,352 | | $ | 104,570 | | $ | 43,406 | | $ | 607,328 | |
Total liabilities | | $ | 39,912 | | $ | — | | $ | 131,132 | | $ | 171,044 | |
Three months ended March 31, 2013 | | Mining operations* | | Exploration and advanced exploration** | | Corporate | | Total | |
Revenues | | $ | 42,857 | | $ | — | | $ | — | | $ | 42,857 | |
Earnings from mine operations | | 3,860 | | — | | — | | $ | 3,860 | |
Expenses | | — | | | | | | | |
General and administrative | | — | | — | | (3,005 | ) | $ | (3,005 | ) |
Exploration and evalution | | — | | (423 | ) | — | | $ | (423 | ) |
Share of loss of investments in associates | | — | | — | | (319 | ) | $ | (319 | ) |
Earnings (loss) from operations and associates | | 3,860 | | (423 | ) | (3,324 | ) | $ | 113 | |
| | | | | | | | | |
Other income | | — | | — | | 2,376 | | $ | 2,376 | |
Finance items (net) | | — | | — | | (3,101 | ) | $ | (3,101 | ) |
Net earnings (loss) | | $ | 3,860 | | $ | (423 | ) | $ | (4,049 | ) | $ | (612 | ) |
Expenditures on mining interests including movements in working capital | | $ | 41,036 | | $ | 35 | | $ | — | | $ | 41,071 | |
As at December 31, 2013 | | | | | | | | | |
Total assets | | $ | 454,350 | | $ | 104,568 | | $ | 39,014 | | $ | 597,932 | |
Total liabilities | | $ | 33,086 | | $ | — | | $ | 133,678 | | $ | 166,764 | |
* Mining operations include activities on the Company’s Timmins West Mine, Bell Creek Mine and Bell Creek Mill.
** Exploration and advanced exploration include green field exploration (which is expensed on the consolidated statement of income (loss) as well as properties capitalized as per the Company’s policy (other than expenditures on properties forming part of mining operations).
11
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
The Company sells its gold bullion through several brokers and there is no economic dependence; the Company does not have any long term sales contracts.
13. FINANCIAL INSTRUMENTS
CARRYING VALUES OF FINANCIAL INSTRUMENTS
The carrying values of the financial assets and liabilities at March 31, 2014 and December 31, 2013 are as follows:
As at, | | March 31, 2014 | | December 31, 2013 | |
Financial Assets | | | | | |
At fair value through profit or loss | | | | | |
Cash and cash equivalents | | $ | 38,819 | | $ | 33,120 | |
Restricted cash | | 7,343 | | 7,095 | |
Embedded Derivative asset note 9(a) | | 3,079 | | 6,702 | |
| | $ | 49,241 | | $ | 46,917 | |
Loans and receivable, measured at amortized cost | | | | | |
Receivables | | $ | 2,997 | | $ | 2,405 | |
| | | | | |
Available-for-sale, measured at fair value | | | | | |
Investments in public companies | | $ | 416 | | $ | 416 | |
| | | | | |
Financial Liabilities | | | | | |
At fair value through profit or loss | | | | | |
Minimum Return Derivative liability note 9(a) | | $ | — | | $ | 2,406 | |
| | | | | |
Other financial liabilities, measured at fair value | | | | | |
Share-based liabilities | | $ | 1,281 | | $ | 754 | |
| | | | | |
Other financial liabilities, measured at amortized cost | | | | | |
Accounts payable and accrued liabilities | | $ | 25,524 | | $ | 21,619 | |
Long term debt note 9 | | $ | 127,543 | | $ | 130,025 | |
| | $ | 153,067 | | $ | 151,644 | |
FAIR VALUES OF FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities approximate their carrying values due to the short term to maturity of these financial instruments. The fair value of Debentures at March 31, 2014 is $93,150 (December 31, 2013 - $79,809).
The fair value hierarchy of financial instruments measured at fair value on the balance sheet is as follows:
12
LAKE SHORE GOLD CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(in thousands of Canadian dollars, except for share information and per share amounts, unaudited)
| | March 31, 2014 | | December 31, 2013 | |
As at | | Level 1 | | Level 1 | |
| | | | | |
Cash and cash equivalents | | $ | 38,819 | | $ | 33,120 | |
Restricted cash | | $ | 7,343 | | $ | 7,095 | |
Investments in public companies | | $ | 416 | | $ | 416 | |
Standby Line liability note 9(a) | | $ | 30,000 | | $ | 30,120 | |
| | Level 2 | | Level 2 | |
Gold Loan liability note 9(a) | | $ | 17,750 | | $ | 21,192 | |
Embedded Derivative asset note 9(a) | | $ | 3,079 | | $ | 6,702 | |
Minimum Return Derivative liability note 9(a) | | $ | — | | $ | 2,406 | |
Share-based liabilities | | $ | 1,281 | | $ | 754 | |
The Company does not have Level 3 input financial instruments. The Company does not offset financial assets with financial liabilities and there were no transfers between Level 1 and Level 2 input financial instruments in the period.
The fair value of the gold loan liability and embedded derivative (asset) liability are determined by discounting future payments based on forward gold prices and forward US$/Canadian$ foreign exchange rates.
The fair value of share based liabilities and warrant investments are determined based on option pricing models that utilize a variety of inputs that are a combination of quoted prices and market corroborated inputs.
13