Exhibit 99.1
Jaguar Mining Inc.
Condensed Interim Consolidated Financial Statements
As at and for the three and nine months ended
September 30, 2014 and 2013
(Unaudited)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at September 30, 2014 and December 31, 2013
(Unaudited and expressed in thousands of US dollars)
| | | | September 30, | | | December 31, | |
| | | | 2014 | | | 2013 | |
ASSETS | | | | | | | | | | |
Current assets | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 19,104 | | | $ | 9,015 | |
Inventories | | Note 4 | | | 20,969 | | | | 23,080 | |
Recoverable taxes and other receivables | | Note 5 | | | 2,898 | | | | 3,985 | |
Other accounts receivable | | | | | 4,436 | | | | 6,759 | |
Prepaid expenses and advances | | | | | 1,870 | | | | 1,288 | |
Derivatives | | | | | 48 | | | | 508 | |
Total Current Assets | | | | | 49,325 | | | | 44,635 | |
Non-current assets | | | | | | | | | | |
Property, plant and equipment | | Note 6 | | | 148,785 | | | | 155,952 | |
Mineral exploration projects | | Note 7 | | | 68,498 | | | | 67,885 | |
Recoverable taxes and other receivables | | Note 5 | | | 25,554 | | | | 25,220 | |
Other assets | | | | | 1,194 | | | | 1,096 | |
Total assets | | | | $ | 293,356 | | | $ | 294,788 | |
| | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | |
Current liabilities | | | | | | | | | | |
Accounts payable and accrued liabilities | | Note 8 | | $ | 17,590 | | | $ | 24,651 | |
Notes payable | | Note 9 | | | 29,375 | | | | 316,076 | |
Current tax liability | | | | | 4,235 | | | | 11,642 | |
Reclamation provisions | | Note 10 | | | 1,376 | | | | 826 | |
Option component of Renvest Credit Facility | | | | | 50 | | | | - | |
Other provisions and liabilities | | Note 11 | | | 8,379 | | | | 7,985 | |
Total Current Liabilities | | | | | 61,005 | | | | 361,180 | |
Non-current liabilities | | | | | | | | | | |
Notes payable | | Note 9 | | | 10,973 | | | | 5,911 | |
Deferred income taxes | | | | | 7,427 | | | | 6,350 | |
Other taxes payable | | | | | 8,092 | | | | - | |
Reclamation provisions | | Note 10 | | | 13,758 | | | | 14,844 | |
Other liabilities | | | | | 70 | | | | 62 | |
Total liabilities | | | | $ | 101,325 | | | $ | 388,347 | |
| | | | | | | | | | |
EQUITY | | | | | | | | | | |
Capital Stock | | | | | 434,465 | | | | 371,077 | |
Stock options | | Note 12(b) | | | 351 | | | | 917 | |
Deferred shares units | | Note 12(c) | | | 807 | | | | - | |
Contributed surplus | | | | | 18,666 | | | | 17,638 | |
Deficit | | | | | (262,306 | ) | | | (483,699 | ) |
Hedging Reserve | | Note 12(d) | | | 48 | | | | 508 | |
Total equity | | | | | 192,031 | | | | (93,559 | ) |
Contingencies and commitments | | Note 16 | | | | | | | | |
Total liabilities and equity | | | | $ | 293,356 | | | $ | 294,788 | |
| | | | | | | | | | |
Going Concern and Recapitalization Plan | | Note 2 | | | | | | | | |
On behalf of the Board: | |
| |
(signed) “Richard Falconer” | (signed) “George M. Bee” |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
CONDENSED INTERIMCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and expressed in thousands of US dollars)
| | | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | | | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | | | | | | | | | | | | | |
Gold Sales | | | | $ | 29,015 | | | $ | 32,082 | | | $ | 90,596 | | | $ | 105,679 | |
Production costs | | Note 14 | | | (22,312 | ) | | | (20,451 | ) | | | (66,923 | ) | | | (67,231 | ) |
Depletion and amortization | | | | | (7,728 | ) | | | (8,135 | ) | | | (23,743 | ) | | | (24,235 | ) |
Gross profit | | | | | (1,025 | ) | | | 3,496 | | | | (70 | ) | | | 14,213 | |
| | | | | | | | | | | | | | | | | | |
Exploration and evaluation costs | | | | | 96 | | | | 160 | | | | 217 | | | | 761 | |
Care & maintenance costs (Paciencia mine) | | | | | 510 | | | | 487 | | | | 1,636 | | | | 1,940 | |
Stock-based compensation | | | | | 479 | | | | 55 | | | | 1,224 | | | | 346 | |
General and administration expenses | | | | | 3,488 | | | | 3,370 | | | | 10,561 | | | | 11,503 | |
Restructuring fees | | | | | 340 | | | | 264 | | | | 10,306 | | | | 1,129 | |
Amortization | | | | | 266 | | | | 281 | | | | 804 | | | | 861 | |
Adjustment to legal provisions and VAT taxes | | Note 15 | | | (3,142 | ) | | | 769 | | | | 4,582 | | | | 4,763 | |
Impairment charges | | | | | - | | | | - | | | | - | | | | 46,834 | |
Other expenses | | | | | 927 | | | | 617 | | | | 3,679 | | | | 1,208 | |
Operating profit (loss) | | | | | (3,989 | ) | | | (2,507 | ) | | | (33,079 | ) | | | (55,132 | ) |
| | | | | | | | | | | | | | | | | | |
Foreign exchange loss | | | | | 2,186 | | | | 304 | | | | 86 | | | | 3,017 | |
Financial instruments gain | | Note 17 | | | (287 | ) | | | (270 | ) | | | (265,862 | ) | | | (4,913 | ) |
Finance costs | | | | | 1,551 | | | | 9,084 | | | | 8,755 | | | | 26,221 | |
Other non-operating expenses (recoveries) | | | | | (198 | ) | | | 516 | | | | (461 | ) | | | 1,972 | |
Income (loss) before income taxes | | | | | (7,241 | ) | | | (12,141 | ) | | | 224,403 | | | | (81,429 | ) |
Current income tax expense | | | | | 321 | | | | 818 | | | | 1,652 | | | | 1,819 | |
Deferred income tax recovery | | | | | 1,929 | | | | 233 | | | | 1,358 | | | | (413 | ) |
Total income tax expense | | | | | 2,250 | | | | 1,051 | | | | 3,010 | | | | 1,406 | |
Net income (loss) | | | | $ | (9,491 | ) | | $ | (13,192 | ) | | $ | 221,393 | | | $ | (82,835 | ) |
Other comprehensive loss | | | | | 344 | | | | - | | | | (745 | ) | | | - | |
Total comprehensive income (loss) | | | | $ | (9,147 | ) | | $ | (13,192 | ) | | $ | 220,648 | | | $ | (82,835 | ) |
| | | | | | | | | | | | | | | | | | |
Earnings per share | | Note 13 | | | | | | | | | | | | | | | | |
Income (loss) per share | | | | | | | | | | | | | | | | | | |
Basic | | | | $ | (0.09 | ) | | $ | (13.19 | ) | | $ | 3.36 | | | $ | (83.72 | ) |
Diluted | | | | $ | (0.09 | ) | | $ | (13.19 | ) | | $ | 3.25 | | | $ | (83.72 | ) |
Weighted average shares outstanding | | | | | | | | | | | | | | | | | | |
Basic | | | | | 111,111,038 | | | | 999,927 | | | | 65,937,021 | | | | 989,461 | |
Diluted | | | | | 111,111,038 | | | | 999,927 | | | | 68,149,314 | | | | 989,461 | |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and expressed in thousands of US dollars)
| | | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
(Unaudited and expressed in thousands of US dollars | | | | 2014 | | | 2013 | | | 2014 | | | 2013 | |
OPERATING ACTIVITIES | | | | | | | | | | | | | | | | | | |
Net loss for the period | | | | $ | (9,491 | ) | | $ | (13,192 | ) | | $ | 221,393 | | | $ | (82,835 | ) |
Adjusted for non-cash items | | | | | | | | | | | | | | | | | | |
Unrealized foreign exchange (gain) loss | | | | | 3,212 | | | | (612 | ) | | | 294 | | | | (148 | ) |
Stock-based compensation expense | | | | | 479 | | | | 50 | | | | 1,224 | | | | 331 | |
Interest expense | | | | | 1,122 | | | | 8,640 | | | | 7,424 | | | | 24,886 | |
Reclamation expense (accretion) | | | | | 432 | | | | 444 | | | | 1,331 | | | | 1,336 | |
Deferred income taxes recovery | | | | | 1,929 | | | | 233 | | | | 1,358 | | | | (413 | ) |
Depletion and amortization | | | | | 7,994 | | | | 8,416 | | | | 24,547 | | | | 25,096 | |
Provision and loss on disposition of PPE | | | | | - | | | | 710 | | | | 53 | | | | 2,934 | |
Write-down of inventory | | | | | 214 | | | | - | | | | 2,190 | | | | - | |
Impairment of properties | | | | | - | | | | - | | | | - | | | | 46,834 | |
Provision for VAT and other taxes | | Note 5 | | | (3,990 | ) | | | - | | | | 774 | | | | - | |
Gain on debt forgiveness | | | | | - | | | | - | | | | (265,566 | ) | | | - | |
Loss on Renvest ammendment | | | | | - | | | | - | | | | 400 | | | | - | |
Unrealized gain on derivatives | | | | | - | | | | - | | | | - | | | | 43 | |
Unrealized gain on option component of convertible note | | | | | (289 | ) | | | (213 | ) | | | (297 | ) | | | (4,376 | ) |
Reclamation expenditure | | | | | (100 | ) | | | (198 | ) | | | (497 | ) | | | (281 | ) |
| | | | | 1,512 | | | | 4,278 | | | | (5,372 | ) | | | 13,407 | |
Adjusted for changes in working capital | | | | | | | | | | | | | | | | | | |
Accounts receivable | | | | | - | | | | 1,025 | | | | - | | | | - | |
Inventory | | | | | 761 | | | | 221 | | | | (1,905 | ) | | | 2,091 | |
Other accounts receivable | | | | | (164 | ) | | | 1,601 | | | | 2,323 | | | | 619 | |
Recoverable taxes | | | | | (113 | ) | | | (200 | ) | | | (892 | ) | | | 4,175 | |
Prepaid expenses and sundry assets | | | | | (208 | ) | | | (24 | ) | | | (789 | ) | | | (1,310 | ) |
Accounts payable and accrued liabilities | | | | | (812 | ) | | | (1,808 | ) | | | 176 | | | | (6,639 | ) |
Taxes payable | | | | | 168 | | | | 877 | | | | 684 | | | | 1,195 | |
Other provisions | | | | | (1,396 | ) | | | (896 | ) | | | 398 | | | | 2,553 | |
Deferred compensation liabilities | | | | | (1 | ) | | | (2 | ) | | | - | | | | (79 | ) |
Net cash provided by (used in) operating activities | | | | | (253 | ) | | | 5,072 | | | | (5,377 | ) | | | 16,012 | |
| | | | | | | | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | | |
Share issuance | | | | | - | | | | - | | | | 50,000 | | | | - | |
Repayment of debt | | | | | (18,361 | ) | | | (13,049 | ) | | | (28,961 | ) | | | (26,735 | ) |
Increase in debt | | | | | 14,834 | | | | 5,478 | | | | 14,834 | | | | 45,990 | |
Decrease in restricted cash | | | | | - | | | | - | | | | 109 | | | | 500 | |
Interest paid | | | | | (1,083 | ) | | | (4,307 | ) | | | (3,921 | ) | | | (12,785 | ) |
Other liabilities | | | | | (3 | ) | | | 1 | | | | 13 | | | | (23 | ) |
Net cash provided by (used in) financing activities | | | | | (4,613 | ) | | | (11,877 | ) | | | 32,074 | | | | 6,947 | |
| | | | | | | | | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | | | | | | | | | |
Mineral exploration projects | | | | | (118 | ) | | | (123 | ) | | | (526 | ) | | | (831 | ) |
Purchase of property, plant and equipment | | | | | (7,363 | ) | | | (4,668 | ) | | | (16,514 | ) | | | (18,548 | ) |
Proceeds from disposition of property, plant and equipment | | | | | 208 | | | | 339 | | | | 464 | | | | 820 | |
Net cash provided by (used in) investing activities | | | | | (7,273 | ) | | | (4,452 | ) | | | (16,576 | ) | | | (18,559 | ) |
| | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | | | (71 | ) | | | 395 | | | | (32 | ) | | | (57 | ) |
Net increase (decrease) in cash and cash equivalents | | | | | (12,210 | ) | | | (10,862 | ) | | | 10,089 | | | | 4,343 | |
Cash and cash equivalents at the beginning of period | | | | | 31,314 | | | | 29,061 | | | | 9,015 | | | | 13,856 | |
Cash and cash equivalents at the end of period | | | | $ | 19,104 | | | $ | 18,199 | | | $ | 19,104 | | | $ | 18,199 | |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the nine months ended September 30, 2014 and 2013
(Unaudited and expressed in thousands of US dollars)
| | | Capital Stock | | | | | | | | | | | | | |
| | | Common Shares | | | Stock Options | | | Deferred Shares Units | | | Total Capital Stock | | | Contributed | | | | | | Hedging | | | | |
| | | Shares | | | Amount | | | Options | | | Amount | | | Units | | | Amount | | | Units | | | Amount | | | Surplus | | | Deficit | | | Reserve1 | | | Total Equity | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as at January 1, 2013 | | | | 84,409,648 | | | $ | 370,043 | | | | 1,836,250 | | | $ | 2,137 | | | | - | | | | - | | | | 86,245,898 | | | $ | 372,180 | | | $ | 16,015 | | | | (234,392 | ) | | | - | | | $ | 153,803 | |
Shares issued | Note 12(a) | | | 1,968,708 | | | $ | 1,034 | | | | - | | | | - | | | | - | | | | - | | | | 1,968,708 | | | | 1,034 | | | | - | | | | - | | | | - | | | | 1,034 | |
Stock options issued | | | | - | | | | - | | | | 277,778 | | | | 360 | | | | - | | | | - | | | | 277,778 | | | | 360 | | | | - | | | | - | | | | - | | | | 360 | |
Vested options forfeited | | | | - | | | | - | | | | (70,000 | ) | | | (231 | ) | | | - | | | | - | | | | (70,000 | ) | | | (231 | ) | | | 231 | | | | - | | | | - | | | | - | |
Vested options expired upon termination | | | | - | | | | - | | | | (440,000 | ) | | | (1,392 | ) | | | - | | | | - | | | | (440,000 | ) | | | (1,392 | ) | | | 1,392 | | | | - | | | | - | | | | - | |
Net loss | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (82,835 | ) | | | - | | | | (82,835 | ) |
Balance as at September 30, 2013 | | | | 86,378,356 | | | $ | 371,077 | | | | 1,604,028 | | | $ | 874 | | | | - | | | $ | - | | | | 87,982,384 | | | $ | 371,951 | | | $ | 17,638 | | | $ | (317,227 | ) | | $ | - | | | $ | 72,362 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as at January 1, 2014 | | | | 86,396,356 | | | | 371,077 | | | | 1,604,028 | | | | 917 | | | | - | | | | - | | | | 88,000,384 | | | $ | 371,994 | | | $ | 17,638 | | | $ | (483,699 | ) | | $ | 508 | | | $ | (93,559 | ) |
Share consolidation | Note 2 | | | (85,396,429 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | (85,396,429 | ) | | | - | | | | - | | | | - | | | | - | | | | - | |
Shares issued | Note 2 | | | 110,111,111 | | | | 77,591 | | | | - | | | | - | | | | - | | | | - | | | | 110,111,111 | | | | 77,591 | | | | - | | | | - | | | | - | | | | 77,591 | |
Shares issued cost | | | | | | | | (14,203 | ) | | | | | | | | | | | | | | | | | | | - | | | | (14,203 | ) | | | | | | | | | | | | | | | (14,203 | ) |
Units cancelled | Note 12(b) | | | - | | | | - | | | | (1,604,028 | ) | | | (917 | ) | | | - | | | | - | | | | (1,604,028 | ) | | | (917 | ) | | | 1,028 | | | | - | | | | - | | | | 111 | |
Stock options issued | Note 12(b) | | | - | | | | - | | | | 1,994,735 | | | | 351 | | | | - | | | | - | | | | 1,994,735 | | | | 351 | | | | - | | | | - | | | | - | | | | 351 | |
Deferred shares units | Note 12(c) | | | - | | | | - | | | | - | | | | - | | | | 1,600,566 | | | | 807 | | | | 1,600,566 | | | | 807 | | | | - | | | | - | | | | - | | | | 807 | |
Realized loss on statement of operations | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 285 | | | | 285 | |
Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (745 | ) | | | (745 | ) |
Net income | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 221,393 | | | | - | | | | 221,393 | |
Balance as at September 30, 2014 | | | | 111,111,038 | | | $ | 434,465 | | | | 1,994,735 | | | $ | 351 | | | | 1,600,566 | | | $ | 807 | | | | 114,706,339 | | | $ | 435,623 | | | $ | 18,666 | | | $ | (262,306 | ) | | $ | 48 | | | $ | 192,031 | |
1. Hedging reserve Note 12(d)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
| 1. | Nature of business and basis of preparation: |
Jaguar Mining Inc. (the “Company” or “Jaguar”) is a corporation continued under theBusiness Corporations Act (Ontario) engaged in the acquisition, exploration, development and operation of gold producing properties in Brazil. The address of the Company’s registered office is 67 Yonge Street, Suite 1203, Toronto, Ontario, M5E 1J8, Canada.
These condensed interim consolidated financial statements of the Company as at and for the three and nine months ended September 30, 2014 include the accounts of the Company and its wholly-owned subsidiaries: Mineração Serras do Oeste Ltda. (“MSOL”), Mineração Turmalina Ltda. (“MTL”) and MCT Mineração Ltda. (“MCT”). All significant intercompany accounts and transactions have been eliminated on consolidation.
These condensed interim consolidated 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”). These condensed interim consolidated financial statements do not include all annual disclosures as required by International Financial Reporting Standards (“IFRS”) and should be read in connection with the Company’s December 31, 2013 audited annual financial statements.
The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on November 11, 2014.
| 2. | Going Concern and Recapitalization Plan -CCAA Proceedings |
These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business as they become due.
The Company has reported an operating loss for both the three and nine months period ended September 30, 2014. The Company considers that the near term economic outlook presents challenges in terms of commodity prices as well as input costs. Whilst the Company has instituted measures to preserve cash, improve operations and is seeking to secure additional financing, these circumstances create uncertainties over future results and cash flows.
The Company had a working capital deficiency of $11.7 million as at September 30, 2014. The Company will need to obtain additional financing in order to meet its near-term operating cash requirements, debt payments and sustaining capital expenditures. There is no assurance that the Company’s financing initiatives will be successful or sufficient.
The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current operations or exploration programs will result in profitable mining operations. This fact, along with the factors discussed in the preceding paragraphs results in a material uncertainty that casts doubt as to the Company’s ability to continue to operate as a going concern. The recoverability of the carrying value of property, plant and equipment and mineral exploration projects is dependent upon the success of the above operating, exploration and financing activities and the future gold price. Changes in future conditions could require material write-downs of the carrying value of property, plant and equipment and mineral exploration projects.
If the going concern assumption was not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses, and the statement of financial position classifications used, and such adjustments could be material.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
On November 13, 2013, the Company and its subsidiaries entered into a support agreement (as amended, the “Support Agreement”) with holders (the “Noteholders”) of approximately 81% of its $165.0 million 4.5% Senior Unsecured Convertible Notes due November 1, 2014 (“4.5% Convertible Notes”) and 82% of its $103.5 million 5.5% Senior Unsecured Convertible Notes due March 31, 2016 (together with the 4.5% Convertible Notes, the “Notes” – see Note 9) to effect a recapitalization and financing transaction that would eliminate approximately $268.5 million of the Company’s outstanding indebtedness by exchanging the Notes for common shares of Jaguar and inject approximately $50.0 million into the Company by way of a backstopped share offering (the “Share Offering”) by the Noteholders pursuant to a backstop agreement dated November 13, 2013 (as amended, the “Backstop Agreement”) between the Company, its subsidiaries and certain Noteholders. Additional Noteholders signed consent agreements to the Support Agreement such that as of November 26, 2013, holders of approximately 93% of the Notes had signed the Support Agreement or a consent agreement thereto.
On December 23, 2013, the Company filed for creditor protection (the “CCAA Proceedings”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) in the Ontario Superior Court of Justice (Commercial List) (the “Court”). The CCAA Proceedings were commenced in order to implement a recapitalization transaction as contemplated in the Support Agreement through a plan of compromise and arrangement (as amended, supplemented or restated from time to time, the “CCAA Plan”). The Court granted an Initial Order, Claims Procedure Order and Meeting Order, each dated December 23, 2013.
The Claims Procedure Order provided for, among other things, the establishment of a claims procedure for the identification, quantification and determination of certain claims against the Company. Pursuant to the Meeting Order, Jaguar was authorized to call a meeting (the “Meeting”) of Affected Unsecured Creditors (as defined in the CCAA Plan) to consider and, if deemed advisable, to pass a resolution approving the CCAA Plan. The Meeting was held on January 31, 2014 and the CCAA Plan was approved by 100% of the Affected Unsecured Creditors that voted, in person or by proxy, at the Meeting. Following the Meeting, Jaguar obtained an order from the Court on February 6, 2014 sanctioning the CCAA Plan.
Thereafter, on April 22, 2014, the Company successfully implemented the CCAA Plan. Based on the CCAA Plan a series of steps leading to an overall capital reorganization of Jaguar were implemented. These steps included:
| · | The common shares of the Company issued and outstanding immediately prior to the implementation of the CCAA Plan were consolidated at a ratio of one (1) post-consolidation common share for each 86.39636 pre-consolidation common shares (the “Consolidation”); |
| · | The Noteholders and certain other Affected Unsecured Creditors of the Company with proven claims received their pro-rata share of 14,000,000 common shares of the Company in exchange for their Notes and in satisfaction of their claims, respectively, and Noteholders who signed the Support Agreement, or a consent agreement thereto, as of November 26, 2013, received their pro rata share of an additional 5,000,000 common shares of the Company in exchange for their Notes. Pursuant to the CCAA Plan, the Notes (and the indentures under which such Notes were issued) have been irrevocably and finally cancelled and all unsecured claims of certain affected unsecured creditors of the Company are fully and finally released; |
| · | Noteholders who participated in the Share Offering purchased up to their pro rata share of 70,955,797 common shares of the Company (collectively, the “Offering Shares”) and such Noteholders received their pro-rata share of 9,044,203 common shares of the Company (the “Accrued Interest Offering Shares”) in exchange for their Notes; |
| · | Noteholders who backstopped the Share Offering pursuant to the Backstop Agreement purchased their pro-rata share (based on their backstop commitments) of the Offering Shares not subscribed for under the Share Offering and received their pro rata share of an additional 11,111,111 common shares of the Company (the “Backstopped Commitment Shares”) in exchange for their Notes. |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
The gain on debt extinguishment resulting from implementing the CCAA Plan is summarized as follows:
Extinguishment of principal portion of the Notes (Note 9(a)(b)) | | $ | 268,500 | |
Extinguishment of interest accrued on the Notes | | | 10,454 | |
Fair value of 19,000,000 common shares issued in exchange for extinguishment of the Notes | | | (13,388 | ) |
Gain on debt extinguishment | | $ | 265,566 | |
In connection with the CCAA Plan, the Company negotiated amendments to certain terms of the Renvest Credit Facility (as defined in Note 9(c)). The Facility amendments provide among other things the following key changes:
| · | the maturity date of the Facility was extended to December 31, 2015 from July 25, 2014; |
| · | mandatory repayments of $1.0 million of principal amount plus accrued and unpaid interest shall be made each month from and including July 2014 to and including November 2015, with the balance of all outstanding obligations to be repaid on December 31, 2015; |
| · | the Lender shall have a right to convert up to $5.0 million of the outstanding obligations under the Facility into equity at a specified conversion price (subject to certain anti-dilution protections); and |
| · | existing breaches, defaults and events of default under the Facility were waived by the Lender. |
In connection with the above amendments, the Company agreed to repay immediately to the Lender $10.0 million on account of the outstanding obligations under the Facility and the Lender waived its rights under the Facility to receive any portion of the net proceeds of the Share Offering, with the exception of the agreed upon $10.0 million repayment described above.
| 3. | Significant accounting policies: |
The accounting policies applied in these condensed interim consolidated financial statements are consistent with those used in the Company’s annual audited consolidated financial statements for the year ended December 31, 2013, with the exception of the following standards and interpretations adopted in 2014:
| a) | Accounting policies adopted in 2014: |
| · | IFRIC 21 – Levies (“IFRIC 21”) - In May 2013, the IFRS Interpretations Committee (IFRIC), with the approval of the IASB, issued IFRIC 21 – Levies. IFRIC 21 provides guidance on when to recognize a liability to pay a levy imposed by government that is accounted for in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014, and is to be applied retrospectively. The adoption of IFRIC 21 had no material impact on the Company’s unaudited condensed interim consolidated financial statements. |
| · | IAS 32 – Offsetting of Financial Instruments (“IAS 32”) - The amendments to IAS 32, Financial Instruments: Presentation, clarify the criteria that should be considered in determining whether an entity has a legally enforceable right of set off in respect of its financial instruments. Amendments to IAS 32 are applicable to annual periods beginning on or after January 1, 2014, with retrospective application required. There was no material impact on the Company’s unaudited condensed interim consolidated financial statements upon adoption of these amendments. |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
| · | IAS 36 - Impairments of Assets (“IAS 36”) was amended by the IASB in May 2013 to clarify the requirements to disclose the recoverable amounts of impaired assets and require additional disclosures about the measurement 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. There was no impact on the Company’s unaudited condensed interim consolidated financial statements upon adoption of these amendments. |
| b) | Future accounting policy changes issued but not yet in effect: |
The following are new pronouncements approved by the IASB. The following new standards are not yet effective and have not been applied in preparing these financial statements, however, they may impact future periods.
IFRS 9 Financial Instruments - In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. The mandatory effective date of IFRS 9 would be annual periods beginning on or after January 1, 2018, with early adoption permitted. The impact of IFRS 9 on the Company’s financial instruments has not yet been determined.
IFRS 15 Revenue from Contracts with Customers was issued by IASB in May 2014. It specifies how and when an IFRS reporter will recognize revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2017. The impact of IFRS 15 on the Company’s consolidated financial statements has not yet been determined.
Inventory is composed of the following:
| | September 30, | | | December 31, | |
| | | 2014 | | | | 2013 | |
Raw material | | $ | 2,535 | | | $ | 2,852 | |
Mine operating supplies | | | 9,381 | | | | 7,456 | |
Ore in stockpiles | | | 332 | | | | 871 | |
Gold in process | | | 3,891 | | | | 6,323 | |
Unrefined gold at refinery | | | 2,475 | | | | 3,533 | |
Finished goods | | | 2,355 | | | | 2,045 | |
Total Inventory | | $ | 20,969 | | | $ | 23,080 | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Inventory amounts recorded in production costs | | $ | 22,595 | | | $ | 21,138 | | | $ | 69,319 | | | $ | 64,858 | |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Inventory write down | | $ | (214 | ) | | $ | (29 | ) | | $ | (2,190 | ) | | $ | (2,153 | ) |
| | December 31, 2013 | | | Additions | | | Sale of credits | | | Applied to taxes payable | | | Foreign exchange | | | September 30, 2014 | |
Value added taxes and other1 | | $ | 43,641 | | | $ | 5,287 | | | $ | - | | | $ | (4,345 | ) | | $ | (1,691 | ) | | $ | 42,892 | |
Provision for VAT and other2 | | | (26,701 | ) | | | (774 | ) | | | - | | | | - | | | | - | | | | (27,475 | ) |
Net VAT and other taxes | | $ | 16,940 | | | $ | 4,513 | | | $ | - | | | $ | (4,345 | ) | | $ | (1,691 | ) | | $ | 15,417 | |
ICMS3 | | $ | 14,527 | | | $ | 3,079 | | | $ | (637 | ) | | $ | (960 | ) | | $ | (1,026 | ) | | $ | 14,983 | |
Reserve for ICMS3 | | | (2,262 | ) | | | 195 | | | | - | | | | - | | | | 119 | | | | (1,948 | ) |
Net ICMS | | $ | 12,265 | | | $ | 3,274 | | | $ | (637 | ) | | $ | (960 | ) | | $ | (907 | ) | | $ | 13,035 | |
Total recoverable taxes | | $ | 29,205 | | | $ | 7,787 | | | $ | (637 | ) | | $ | (5,305 | ) | | $ | (2,598 | ) | | $ | 28,452 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Less: current portion | | | 3,985 | | | | | | | | | | | | | | | | | | | | 2,898 | |
Non-current portion | | $ | 25,220 | | | | | | | | | | | | | | | | | | | $ | 25,554 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Receivable from sales of ICMS tax credits4 | | $ | 5,866 | | | | | | | | | | | | | | | | | | | $ | 2,013 | |
| 1) | The Company is required to pay certain taxes in Brazil that are based on purchases of consumables and property, plant and equipment. These taxes are recoverable from the Brazilian tax authorities through various methods, including as cash refund or as a credit against current taxes payable. |
| 2) | The Company recorded a provision against its recoverable taxes given limited methods available to recover such taxes and the length of time it will take to recover such taxes. The provision reduces the net carrying amount of value added taxes and other taxes to their estimated present value based on the manner and timing of expected recovery, discounted at a rate of 10.9% (Brazilian Central Bank’s overnight rate, ie Brazilian Selic rate). |
| 3) | ICMS –Imposto sobre circulação de mercadorias e prestação de serviços is a type of value added tax which can either be sold to other companies (usually at a discount rate of approximately 13%) or be used to purchase specified machinery and equipment. The ICMS credits can only be realized in the state where they were generated; in the case of Jaguar, in the State of Minas Gerais, Brazil. |
| 4) | Recorded as part of Other accounts receivable is $2.0 million related to receivable from ICMS tax credits sold to other companies (December 31, 2013 - $5.9 million). |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
| 6. | Property, plant and equipment (“PP&E”): |
| | Plant | | | Vehicles | | | Equipment | | | Leasehold1 | | | CIP2 | | | Mining properties | | | Total | |
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as at January 1, 2014 | | $ | 15,717 | | | $ | 13,793 | | | $ | 230,879 | | | $ | 2,380 | | | $ | 3,150 | | | $ | 333,731 | | | $ | 599,650 | |
Additions | | | 1 | | | | 202 | | | | 2,983 | | | | - | | | | 1,481 | | | | 11,403 | | | | 16,070 | |
Disposals | | | - | | | | (369 | ) | | | (717 | ) | | | - | | | | - | | | | - | | | | (1,086 | ) |
Reclassify within PPE | | | 40 | | | | - | | | | 590 | | | | - | | | | (630 | ) | | | - | | | | - | |
Balance as at September 30, 2014 | | $ | 15,758 | | | $ | 13,626 | | | $ | 233,735 | | | $ | 2,380 | | | $ | 4,001 | | | $ | 345,134 | | | $ | 614,634 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as at January 1, 2013 | | $ | 15,680 | | | $ | 13,634 | | | $ | 232,442 | | | $ | 2,364 | | | $ | 2,393 | | | $ | 318,470 | | | $ | 584,983 | |
Additions | | | 19 | | | | 156 | | | | 2,199 | | | | 16 | | | | 3,421 | | | | 15,261 | | | | 21,072 | |
Disposals | | | - | | | | (131 | ) | | | (8,088 | ) | | | - | | | | (397 | ) | | | - | | | | (8,616 | ) |
Transfer from assets held for sale | | | - | | | | 134 | | | | 1,680 | | | | - | | | | 397 | | | | - | | | | 2,211 | |
Reclassify within PPE | | | 18 | | | | - | | | | 2,646 | | | | - | | | | (2,664 | ) | | | - | | | | - | |
Balance as at December 31, 2013 | | $ | 15,717 | | | $ | 13,793 | | | $ | 230,879 | | | $ | 2,380 | | | $ | 3,150 | | | $ | 333,731 | | | $ | 599,650 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated amortization and impairment | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as at January 1, 2014 | | $ | 10,891 | | | $ | 9,575 | | | $ | 132,766 | | | $ | 1,459 | | | $ | - | | | $ | 289,007 | | | $ | 443,698 | |
Amortization for the period | | | 700 | | | | 1,409 | | | | 12,220 | | | | 348 | | | | - | | | | 8,095 | | | | 22,772 | |
Disposals | | | - | | | | (202 | ) | | | (419 | ) | | | - | | | | - | | | | - | | | | (621 | ) |
Balance as at September 30, 2014 | | $ | 11,591 | | | $ | 10,782 | | | $ | 144,567 | | | $ | 1,807 | | | $ | - | | | $ | 297,102 | | | $ | 465,849 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as at January 1, 2013 | | $ | 9,338 | | | $ | 7,634 | | | $ | 118,466 | | | $ | 994 | | | $ | - | | | $ | 147,168 | | | $ | 283,600 | |
Amortization for the year | | | 1,077 | | | | 1,932 | | | | 16,074 | | | | 465 | | | | - | | | | 14,540 | | | | 34,088 | |
Impairment loss | | | 1,192 | | | | - | | | | - | | | | - | | | | - | | | | 127,299 | | | | 128,491 | |
Disposals | | | (716 | ) | | | (81 | ) | | | (2,761 | ) | | | - | | | | - | | | | - | | | | (3,558 | ) |
Transfer from assets held for sale | | | - | | | | 90 | | | | 987 | | | | - | | | | - | | | | - | | | | 1,077 | |
Balance as at December 31, 2013 | | $ | 10,891 | | | $ | 9,575 | | | $ | 132,766 | | | $ | 1,459 | | | $ | - | | | $ | 289,007 | | | $ | 443,698 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Carrying amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at September 30, 2014 | | $ | 4,167 | | | $ | 2,844 | | | $ | 89,168 | | | $ | 573 | | | $ | 4,001 | | | $ | 48,032 | | | $ | 148,785 | |
As at December 31, 2013 | | $ | 4,826 | | | $ | 4,218 | | | $ | 98,113 | | | $ | 921 | | | $ | 3,150 | | | $ | 44,724 | | | $ | 155,952 | |
1Refers to leasehold improvements.
2Refers to Construction in progress.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
| 7. | Mineral exploration projects: |
| | Turmalina | | | Caeté | | | Gurupi | | | Pedra Branca | | | Total | |
| | | | | | | | | | | | | | | |
Balance as at January 1, 2014 | | $ | - | | | $ | - | | | $ | 67,494 | | | $ | 391 | | | $ | 67,885 | |
Additions | | | 2 | | | | 129 | | | | 468 | | | | 14 | | | | 613 | |
Balance as at September 30, 2014 | | $ | 2 | | | $ | 129 | | | $ | 67,962 | | | $ | 405 | | | $ | 68,498 | |
| | | | | | | | | | | | | | | | | | | | |
Balance as at January 1, 2013 | | $ | - | | | $ | 16,910 | | | $ | 67,126 | | | $ | 39 | | | $ | 84,075 | |
Additions | | | 82 | | | | 4 | | | | 368 | | | | 352 | | | | 806 | |
Impairment loss | | | (82 | ) | | | (16,914 | ) | | | - | | | | - | | | | (16,996 | ) |
Balance as at December 31, 2013 | | $ | - | | | $ | - | | | $ | 67,494 | | | $ | 391 | | | $ | 67,885 | |
| 8. | Accounts payable and accrued liabilities: |
| | September 30, | | | December 31, | |
| | 2014 | | | 2013 | |
Accounts payable (suppliers) | | $ | 8,681 | | | $ | 9,237 | |
Accrued payroll | | | 8,397 | | | | 7,730 | |
Interest payable | | | 148 | | | | 7,468 | |
Others | | | 364 | | | | 216 | |
Total accounts payable and accrued liabilities | | $ | 17,590 | | | $ | 24,651 | |
| | September 30, 2014 | | | December 31, 2013 | |
Bank indebtedness | | $ | 15,324 | | | $ | 15,667 | |
Vale note | | | 2,051 | | | | 1,909 | |
Renvest credit facility(c) | | | 12,000 | | | | 30,000 | |
4.5% convertible notes(a) | | | - | | | | 165,000 | |
5.5% convertible notes (b) | | | - | | | | 103,500 | |
Notes payable - current portion | | | 29,375 | | | | 316,076 | |
| | | | | | | | |
Bank indebtedness | | | - | | | | 183 | |
Vale note | | | 6,152 | | | | 5,728 | |
Renvest credit facility(c) | | | 4,821 | | | | - | |
Notes payable - non-current portion | | | 10,973 | | | | 5,911 | |
| | | | | | | | |
Total notes payable | | $ | 40,348 | | | $ | 321,987 | |
| a) | 4.5% convertible notes: |
On April 22, 2014, the Company had successfully implemented the CCAA Plan. The CCAA Plan resulted in the extinguishment of the obligations of the 4.5% convertible notes. Please refer to Note 2.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
| b) | 5.5% convertible notes: |
On April 22, 2014, the Company had successfully implemented the CCAA Plan. The CCAA Plan resulted in the extinguishment of the obligations of the 5.5% convertible notes. Please refer to Note 2.
| c) | Renvest Credit Facility: |
The original Facility was in the amount of $30.0 million. As disclosed in Note 2, in connection with the implementation of the CCAA Plan, certain amendments were made to the Facility, including the division of the Facility into Facility A and B. The transaction costs related to these amendments totaled $1.0 million and were included in restructuring fees in the condensed interim consolidated statements of operations and comprehensive loss.
The features of Facility A and B are as follows:
Facility A:
This facility, in the amount of $5.0 million, includes a conversion feature whereby the holder can convert the debt into common shares of the Company at the greater of $200.0 million divided by the total number of fully diluted issued and outstanding common shares and Cdn$0.91. This conversion feature meets the accounting definition of a derivative instrument.
The Company performed a valuation of this feature to determine its fair value at inception and subsequently revalued it on September 30, 2014. As at September 30, 2014 there is $50,000 recorded as current liability ($nil as at December 31, 2013). The changes in the fair value for the quarter ended September 30, 2014, in the amount of $283,000 was recorded as a gain on conversion option embedded in convertible debt in the condensed interim consolidated statements of operations and comprehensive loss (September 30, 2013 - $nil).
The estimated fair value of the derivative liability is classified as level 2 and was determined using the Black-Scholes model, with the following assumptions:
Black-Scholes model | | Assumptions | |
Remaining contractual life | | | 1.25 | |
Interest rate | | | 11 | % |
Volatililty | | | 70 | % |
Risk free rate | | | 1.09 | % |
Share price | | $ | 0.52 | |
Conversion price | | $ | 1.79 | |
The embedded derivative will be revalued and marked to market at each subsequent balance sheet date with the resulting difference being recorded as a gain or loss in the condensed interim consolidated statements of operations and comprehensive loss. The debt discount will be amortized over the life of the convertible debt using the effective interest method.
This facility bears interest at 11% per annum and matures on December 31, 2015.
Facility B:
This non-revolving facility is in the amount of $25.0 million. As described in Note 2, $10.0 million was repaid immediately and $400,000 of the $1.0 million of transaction costs was capitalized to the Facility. The Company performed a valuation of the debt to determine its fair value at inception. The debt discount will be amortized over the life of the debt using the effective interest method.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
This facility bears interest at 11% per annum, repayable $1.0 million plus accrued interest per month, commencing July 2014 and matures on December 31, 2015.
Security for Facility A and Facility B is provided by security agreements comprising all the Company’s and its subsidiaries’ present and future assets, the shares of the Company’s subsidiaries and loan guarantees by the Company’s subsidiaries. Facility A and Facility B require among other things that the Company adhere to specific financial covenants. As at September 30, 2014, the Company was in compliance with these covenants.
| | December 31, 2013 | | | Additions (Reversals) | | | Accretion | | | Payments | | | Foreign exchange | | | September 30, 2014 | |
Reclamation provision | | $ | 15,670 | | | $ | (722 | ) | | $ | 1,331 | | | $ | (429 | ) | | $ | (716 | ) | | $ | 15,134 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Less: current portion | | | 826 | | | | | | | | | | | | | | | | | | | | 1,376 | |
Non-current portion | | $ | 14,844 | | | | | | | | | | | | | | | | | | | $ | 13,758 | |
The reclamation provisions relate to the cost to reclaim land that has been disturbed as a result of mining activity. The estimated future cash flows have been discounted using the Brazilian Selic rate of 10.9% and the inflation rate used to determine future expected cost ranges from 4.5% to 6.3% per annum.
| 11. | Other provisions and contingent liabilities: |
Various legal, environmental, tax and regulatory matters are outstanding from time to time due to the nature of the Company’s operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur.
As at September 30, 2014, the Company has recognized a provision of $8.4 million (December 31, 2013 - $8.0 million) representing management’s best estimate of expenditures required to settle present obligations, as noted in the table below. The ultimate outcome or actual cost of settlement may vary materially from management estimates.
| | December 31, 2013 | | | Additions (Reversals) | | | Payments | | | Foreign exchange | | | September 30, 2014 | |
Labour litigation | | $ | 5,156 | | | $ | 2,817 | | | $ | (1,331 | ) | | $ | (340 | ) | | $ | 6,302 | |
Civil litigation | | | 1,861 | | | | 2 | | | | (396 | ) | | | (86 | ) | | | 1,381 | |
Other provisions | | | 968 | | | | (228 | ) | | | (44 | ) | | | - | | | | 696 | |
| | $ | 7,985 | | | $ | 2,591 | | | $ | (1,771 | ) | | $ | (426 | ) | | $ | 8,379 | |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
The Company is authorized to issue an unlimited number of commons shares. All issued shares are fully paid and have no par value. Changes in common shares for the nine months ended September 30, 2014 and 2013 are as follows:
| | | | Number of shares | | | Amounts | |
Balance as at January 1, 2013 | | | | | 84,409,648 | | | $ | 370,043 | |
Shares issued1 | | | | | 1,968,708 | | | | 1,034 | |
Balance as at September 30, 2013 | | | | | 86,378,356 | | | $ | 371,077 | |
| | | | | | | | | | |
Balance as at January 1, 2014 | | | | | 86,396,356 | | | $ | 371,077 | |
Share consolidation | | Note 2 | | | (85,396,429 | ) | | | - | |
Balance as at April 22, 2014 | | | | | 999,927 | | | $ | 371,077 | |
Shares issued for: | | Note 2 | | | | | | | | |
In exchange for the Notes | | | | | 19,000,000 | | | | 13,388 | |
Offering | | | | | 70,955,797 | | | | 50,000 | |
Accrued interest | | | | | 9,044,203 | | | | 6,373 | |
Backstop commitment | | | | | 11,111,111 | | | | 7,830 | |
Issuance cost | | | | | - | | | | (14,203 | ) |
Balance as at September 30, 2014 | | | | | 111,111,038 | | | $ | 434,465 | |
| 1) | On January 14, 2013, 100,000 inducement shares, valued at $69,000, were granted to a new employee. On January 25, 2013, 570,919 shares, valued at $491,000, were granted to the Lender upon the initial drawdown of $5.0 million of the Facility. On June 26, 2013, 1,315,789 shares, valued at $474,000, were granted to the Lender upon the subsequent drawdown of $25.0 million of the Facility (Note 9(c)). These shares, together with all the other shares outstanding prior to April 22, 2014 were consolidated at a ratio of (1) post-consolidation common share for each 86.39636 pre-consolidation common shares (Note 2). |
In connection with the implementation of the CCAA Plan, equity based compensation arrangements existing immediately prior to the implementation of the CCAA Plan, including the stock options were cancelled.
On April 22, 2014 the Board approved a new 10% rolling stock option plan (the “New Stock Option Plan”), which was approved by disinterested shareholders of the Company at the Company's annual general meeting of shareholders (“AGM”), held on June 25, 2014.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
The following table shows the roll-forward and the stock options outstanding as at September 30, 2014:
Common Share Options | | Number of options | | | Weighted Average Exercise Price (Cdn$) | |
Balance as at January 1, 2013 | | | 1,836,250 | | | $ | 2.52 | |
Issued during the year | | | 277,778 | | | | 0.55 | |
Options forfeited | | | (70,000 | ) | | | 6.28 | |
Options expired | | | (440,000 | ) | | | 6.28 | |
Balance as at September 30, 2013 | | | 1,604,028 | | | $ | 0.98 | |
| | | | | | | | |
Balance as at January 1, 2014 | | | 1,604,028 | | | $ | 0.98 | |
Options cancelled (CCAA plan implementation) | | | (1,604,028 | ) | | | (0.98 | ) |
Issued during the period | | | 1,994,735 | | | | 1.35 | |
Balance as at September 30, 2014 | | | 1,994,735 | | | $ | 1.35 | |
The following table is a summary of stock options granted during the nine month period ended September 30, 2014, the fair values and the assumptions used in the Black-Scholes option pricing formula:
| | Number of options | | | Exercise Price (Cdn$) | | | Dividend yield | | | Risk-free interest rate | | | Forfeiture rate | | | Expected life (years) | | | Volatility factor | | | Fair value | |
Stock options granted in 2014 | | | 1,994,735 | | | $ | 1.35 | | | | - | | | | 1.47 | % | | | 0 | % | | | 4 | | | | 50 | % | | $ | 0.24 | |
For the nine months ended September 30, 2014 the Company had recognized $461,000 in the condensed interim consolidated statements of operations and comprehensive loss (September 30, 2013 - $360,000).
| c) | Deferred share units – “DSUs”: |
On April 22, 2014 the board of directors of the Company approved a new deferred share unit plan (the “DSU Plan”), which was approved by disinterested shareholders of the Company at the Company's AGM in June 2014. The purpose of the DSU Plan is to assist the Company in the recruitment and retention of qualified persons to serve as employees of the Company and to align the interests of such employees with the long-term interests of the shareholders of the Company.
The Company has the option to settle the DSUs in cash or equity. The fair value of the DSUs is established based on market price of the Company’s share.
The following table shows the roll-forward and the DSUs outstanding as at September 30, 2014:
| | Number of units | | | Weighted Average Exercise Price (Cdn$) | |
Balance as at January 1, 2013 | | | 163,392 | | | $ | 0.20 | |
Issued during the period | | | - | | | | - | |
Balance as at September 30, 2013 | | | 163,392 | | | $ | 0.20 | |
| | | | | | | | |
Balance as at January 1, 2014 | | | 163,392 | | | $ | 0.06 | |
Units cancelled (CCAA plan implementation) | | | (163,392 | ) | | | 0.06 | |
Issued during the period | | | 1,600,566 | | | | 0.81 | |
Balance as at September 30, 2014 | | | 1,600,566 | | | $ | 0.81 | |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
For the nine months ended September 30, 2014 the Company had recognized $760,000 in the condensed interim consolidated statements of operations and comprehensive loss (September 30, 2013 - $116,000 recovery).
The hedging reserve represents hedging gains and losses recognized on the effective portion of cash flow hedges. The cumulative deferred gain or loss on the hedge is recognized in the condensed interim consolidated statements of operations when the hedged transaction impacts the condensed interim consolidated statements of operations, or is recognized as an adjustment to the cost of non-financial hedged items.
Included in the hedging reserve, in the condensed interim consolidated statements of changes in shareholders’ equity for the period is an unrealized gain of $48,000 (December 31, 2013 – unrealized gain of $508,000). An aggregate realized loss in the amount of $285,000 has been recorded in the statement of operations, as at September 30, 2014. The following are the outstanding contracts as at September 30, 2014:
Settlement Date | | Ounces Hedged | | | Average US$ per ounce | | | Unrealized gain $ | |
October 31, 2014 | | | 500 | | | $ | 1,313 | | | $ | 48 | |
| 13) | Basic and diluted earnings per share: |
Dollar amounts are in thousands. All share and per share data presented below reflect the impact of the share consolidation disclosed in Note 2.
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Numerator | | | | | | | | | | | | | | | | |
Net income (loss) for the period | | $ | (9,491 | ) | | $ | (13,192 | ) | | $ | 221,393 | | | $ | (82,835 | ) |
Adjustment | | | | | | | | | | | | | | | | |
Convertible option Renvest Credit Facility | | | - | | | | - | | | | 30 | | | | - | |
Net income (loss) for the purpose of diluted (loss) income per share | | $ | (9,491 | ) | | $ | (13,192 | ) | | $ | 221,423 | | | $ | (82,835 | ) |
Denominator | | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding - basic | | | 111,111,038 | | | | 999,927 | | | | 65,937,021 | | | | 989,461 | |
Convertible option Renvest Credit Facility | | | - | | | | - | | | | 1,646,734 | | | | - | |
Deferred share units | | | - | | | | - | | | | 565,559 | | | | - | |
Weighted average number of common shares outstanding - diluted | | | 111,111,038 | | | | 999,927 | | | | 68,149,314 | | | | 989,461 | |
Basic income (loss) per share | | $ | (0.09 | ) | | $ | (13.19 | ) | | $ | 3.36 | | | $ | (83.72 | ) |
Diluted income (loss) per share | | $ | (0.09 | ) | | $ | (13.19 | ) | | $ | 3.25 | | | $ | (83.72 | ) |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
The determination of the weighted average number of common shares outstanding for the calculation of diluted earnings per share does not include effect of the following options and convertible notes since they are anti-dilutive:
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Options | | | 1,813,523 | | | | 1,674,028 | | | | 1,805,527 | | | | 1,720,139 | |
Deferred share units | | | 848,567 | | | | - | | | | - | | | | - | |
Convertible option Renvest Credit Facility | | | 2,792,288 | | | | - | | | | - | | | | - | |
Convertible notes | | | - | | | | 26,650,000 | | | | - | | | | 26,650,000 | |
| | | 5,454,378 | | | | 28,324,028 | | | | 1,805,527 | | | | 28,370,139 | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Direct mining and processing cost | | $ | (21,822 | ) | | $ | (20,322 | ) | | $ | (66,657 | ) | | $ | (62,015 | ) |
Royalty expense | | | (487 | ) | | | (495 | ) | | | (1,755 | ) | | | (1,789 | ) |
CFEM Taxes | | | (286 | ) | | | (321 | ) | | | (907 | ) | | | (1,054 | ) |
NRV adjustment | | | 214 | | | | (29 | ) | | | 2,190 | | | | (2,153 | ) |
Other | | | 69 | | | | 716 | | | | 206 | | | | (220 | ) |
Total cost of production | | $ | (22,312 | ) | | $ | (20,451 | ) | | $ | (66,923 | ) | | $ | (67,231 | ) |
| | | | | | | | | | | | | | | | |
Depreciation | | $ | (7,728 | ) | | $ | (8,135 | ) | | $ | (23,743 | ) | | $ | (24,235 | ) |
| 15) | Adjustment to legal provisions and VAT taxes: |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Legal provisions | | $ | 848 | | | $ | 769 | | | $ | 3,808 | | | $ | 4,763 | |
Provision against recoverability of VAT and other taxes | | | (3,990 | ) | | | - | | | | 774 | | | | - | |
Total adjustment to legal provisions and VAT taxes | | $ | (3,142 | ) | | $ | 769 | | | $ | 4,582 | | | $ | 4,763 | |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining undiscounted contractual maturities of the Company’s financial liabilities and other commitments:
As at September 30, 2014 | | Less than 1 year | | | 1 - 3 years | | | 3 - 5 years | | | More than 5 years | | | Total | |
Financial Liabilities | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 17,590 | | | $ | - | | | $ | - | | | $ | - | | | $ | 17,590 | |
| | | | | | | | | | | | | | | | | | | | |
Notes payable | | | | | | | | | | | | | | | | | | | - | |
Principal | | | 29,583 | | | | 12,161 | | | | - | | | | - | | | | 41,744 | |
Interest | | | 1,640 | | | | 122 | | | | - | | | | - | | | | 1,762 | |
Other liabilities | | | 70 | | | | - | | | | - | | | | - | | | | 70 | |
Total financial liabilities | | $ | 48,883 | | | $ | 12,283 | | | $ | - | | | $ | - | | | $ | 61,166 | |
Other Commitments | | | | | | | | | | | | | | | | | | | | |
Operating lease agreements | | $ | 220 | | | $ | 121 | | | $ | - | | | $ | - | | | $ | 341 | |
Suppliers' agreements | | | | | | | | | | | | | | | | | | | - | |
Mine operations1 | | | 1,003 | | | | - | | | | - | | | | - | | | | 1,003 | |
Reclamation provisions2 | | | 1,381 | | | | 5,740 | | | | 889 | | | | 12,335 | | | | 20,345 | |
Total other commitments | | $ | 2,604 | | | $ | 5,861 | | | $ | 889 | | | $ | 12,335 | | | $ | 21,689 | |
Total | | $ | 51,487 | | | $ | 18,144 | | | $ | 889 | | | $ | 12,335 | | | $ | 82,855 | |
1The Company has the contractual right to cancel the mine operation contracts with 30 days advance notice. The amount included in the commitments table represents the contractual amount due within 30 days.
2Reclamation provisions are not adjusted for inflation and are not discounted.
| 17) | Financial risk management and financial instruments: |
The Company’s activities expose it to a variety of financial risks, including but not limited to: credit risk, liquidity risk, currency risk, interest rate risk and price risk. The condensed interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in connection with the Company’s annual financial statements as at December 31, 2013.
Below is the breakdown of the financial instruments loss (gain):
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Gain on debt extinguishment | | $ | - | | | $ | - | | | $ | (265,566 | ) | | $ | - | |
Loss (gain) on derivatives | | | - | | | | (57 | ) | | $ | - | | | $ | (536 | ) |
Gain on conversion option embedded in convertible debt | | | (287 | ) | | | (213 | ) | | | (296 | ) | | | (4,377 | ) |
Total financial instruments gain | | $ | (287 | ) | | $ | (270 | ) | | $ | (265,862 | ) | | $ | (4,913 | ) |
The Company had a working capital deficiency of $11.7 million and an accumulated deficit of $261.8 million as at September 30, 2014. On April 22, 2014 the Company successfully implemented the CCAA Plan. See Note 2 for further details.
The Company’s financial liabilities and other commitments are listed in Note 16.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
| b) | Derivative financial instruments: |
The Company assesses its financial instruments and non-financial contracts on a regular basis to determine the existence of any embedded derivatives which would be required to be accounted for separately at fair value and to ensure that any embedded derivatives are accounted for in accordance with the Company’s policy.
See Note 12(d).
The fair value of the following financial assets and liabilities approximate their carrying amounts due to the limited terms of these instruments:
| a. | Cash and cash equivalents |
| b. | Other accounts receivable |
| c. | Accounts payable and accrued liabilities |
The fair value of notes payable is disclosed below:
| | September 30, 2014 | | | December 31, 2013 | |
Fair value of notes payable | | $ | 40,348 | | | $ | 53,487 | |
Fair value estimation:
IFRS 7 Financial Instruments - Disclosures prescribes the following three-level fair value hierarchy for disclosure purposes based on the transparency of the inputs used to measure the fair values of financial assets and liabilities:
a. Level 1 – quoted prices (unadjusted) of identical instruments in active markets that the reporting entity has the ability to access at the measurement date.
b. Level 2 – inputs are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
c.Level 3 – one or more significant inputs used in a valuation technique that are unobservable for the instruments.
The fair value of the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as at September 30, 2014 and December 31, 2013 are as follows:
| | Level 1 | | | Level 2 | | | Level 3 | | | Level 4 | |
September 30, 2014 | | | | | | | | | | | | | | | | |
Derivative assets | | $ | - | | | $ | 48 | | | $ | - | | | $ | - | |
Option component of Renvest Credit Facility | | | - | | | | 50 | | | | - | | | | - | |
December 31, 2013 | | | | | | | | | | | | | | | | |
Derivative assets | | $ | - | | | $ | 508 | | | $ | - | | | $ | - | |
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2014 and 2013
(Unaudited and tabular dollar amounts in thousands of US dollars, except per share amounts)
| 18) | Related party transactions: |
The Company incurred legal fees from Azevedo Sette Advogados (“ASA”), a law firm whose partner is Luis Miraglia, a director of Jaguar. Fees paid to ASA are recorded at the exchange amount – being the amount agreed to by the parties and included in administration expenses in the statements of operations and comprehensive loss – and amount to $16,000 and $38,000 for the three and nine months ended September 30, 2014, respectively ($12,000 and $134,500 for the three and nine months ended September 30, 2013, respectively).
The Company incurred consulting expenses from Hermann Consulting Inc. (“Hermann”), a company owned by Fred Hermann, a former director of Jaguar. Fees paid to Hermann were recorded at the exchange amount – being the amount agreed to by the parties and included in administration expenses in the statements of operations and comprehensive loss – and amount to $nil and $93,000 for the three and nine months ended September 30, 2014, respectively ($114,000 and $221,000 for the three and nine months ended September 30, 2013, respectively).