UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period EndedMarch 31, 2013.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ___________ to__________.
REVETT MINERALS INC.
(Exact name of small business issuer in its charter)
Canada | Not Applicable |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
11115 East Montgomery, Suite G
Spokane Valley, Washington 99206
(Address of principal executive offices)
Registrant’s telephone number:(509) 921-2294
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] yes [ ] no
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act. (Check One)
Large accelerated filer [ ] | Accelerated filer [X] |
Non-accelerated filer [ ] | Smaller reporting company [ ] |
Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
[ ] yes [X] No
At May 9, 2013 34,596,387 shares of common stock were issued and outstanding.
INDEX
2
Part I – Financial Information
Item 1. Consolidated Financial Statements (unaudited)
Revett Minerals Inc. and Subsidiaries |
Contents |
3
Revett Minerals Inc.
Consolidated Balance Sheets
at March 31, 2013 and December 31, 2012
(expressed in thousands of United States dollars except share and per share amounts)
(Unaudited)
| | March 31, 2013 | | | December 31, 2012 | |
| | | | | | |
Assets | | | | | | |
Current Assets | | | | | | |
Cash and cash equivalents | $ | 11,749 | | $ | 18,986 | |
Short-term investments | | 9,261 | | | 9,264 | |
Concentrate settlement and other receivables | | 177 | | | 363 | |
Inventories | | 4,813 | | | 4,512 | |
Deferred income tax asset | | 432 | | | 432 | |
Prepaid expenses and deposits | | 1,023 | | | 1,228 | |
Total current assets | | 27,455 | | | 34,785 | |
Property, plant, and equipment (net) | | 64,519 | | | 64,357 | |
Restricted cash | | 6,536 | | | 6,533 | |
Available for sale securities | | 1,083 | | | 1,432 | |
Other long term assets | | 652 | | | 863 | |
| | | | | | |
Total assets | $ | 100,245 | | $ | 107,970 | |
| | | | | | |
Liabilities and shareholders’ equity | | | | | | |
Current liabilities | | | | | | |
Trade accounts payable | $ | 1,082 | | $ | 2,129 | |
Payroll liabilities | | 1,033 | | | 872 | |
Income, property and mining taxes | | 1,453 | | | 1,975 | |
Other accrued payable | | 382 | | | 301 | |
Current portion of capital lease obligations and note payable | | 971 | | | 991 | |
Total current liabilities | | 4,921 | | | 6,268 | |
| | | | | | |
Long term portion of capital lease obligations and note payable | | 1,060 | | | 1,289 | |
Reclamation and remediation liability | | 5,716 | | | 5,598 | |
Deferred income taxes | | 3,423 | | | 5,942 | |
Warrant derivative liability | | 21 | | | 93 | |
Total liabilities | | 15,141 | | | 19,190 | |
| | | | | | |
Commitments and contingencies (note 9) | | | | | | |
| | | | | | |
Shareholders' equity | | | | | | |
Preferred stock, no par value, unlimited authorized, no shares issued and outstanding | | - | | | - | |
Common stock, no par value unlimited authorized, 34,596,387 and 34,492,387 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively | | 88,069 | | | 87,727 | |
Accumulated other comprehensive loss, net of tax | | (437 | ) | | (538 | ) |
Retained earnings (deficit) | | (2,528 | ) | | 1,591 | |
Total equity | | 85,104 | | | 88,780 | |
| | | | | | |
Total liabilities and shareholders’ equity | $ | 100,245 | | $ | 107,970 | |
See accompanying notes to unaudited interim consolidated financial statements.
4
Revett Minerals Inc.
Consolidated Statements of Comprehensive income (loss)
Three months ended March 31, 2013 and 2012
(expressed in thousands of United States dollars except share and per share amounts)
(unaudited)
| | Three month period | | | Three month period | |
| | ended March 31, 2013 | | | ended March 31, 2012 | |
| | | | | | |
| | | | | | |
| | | | | | |
Revenue | $ | 216 | | $ | 19,163 | |
Expenses: | | | | | | |
Cost of sales | | 4.420 | | | 11,809 | |
Depreciation and depletion | | 8 | | | 649 | |
Exploration and development | | 317 | | | 830 | |
General & administrative: | | | | | | |
Stock based compensation | | 191 | | | 15 | |
Other | | 1017 | | | 1,252 | |
Accretion of reclamation and remediation liability | | 119 | | | 168 | |
| | 6,072 | | | 14,723 | |
Income (loss) from operations | | | | | | |
| | (5,856 | ) | | 4,440 | |
| | | | | | |
Other income (expenses): | | | | | | |
Interest expense | | (612 | ) | | (127 | ) |
Interest and other income | | 1 | | | 112 | |
Loss on sale of securities | | (262 | ) | | - | |
Foreign exchange loss | | (5 | ) | | - | |
Gain on warrant derivative | | 42 | | | 220 | |
Total other income (expenses) | | (836 | ) | | 205 | |
| | | | | | |
Income (loss) before income taxes | | (6,692 | ) | | 4,645 | |
| | | | | | |
Income tax benefit (expense): | | | | | | |
| | | | | | |
Current income tax | | - | | | (105 | ) |
| | | | | | |
Deferred income tax | | 2,573 | | | (819 | ) |
| | | | | | |
Net income (loss) | | (4,119 | ) | | 3,721 | |
| | | | | | |
Other comprehensive income: | | | | | | |
Unrealized gain (loss) on available for sale securities, net of tax | | 101 | | | (248 | ) |
| | | | | | |
Comprehensive income (loss) | | (4,018 | ) | $ | 3,473 | |
| | | | | | |
Net income (loss) for basic earnings per share | | (4,119 | ) | $ | 3,721 | |
| | | | | | |
Net income (loss) for diluted earnings per share | | (4,119 | ) | $ | 3,501 | |
| | | | | | |
Basic earnings (loss) per share (Note 12) | | (0.12 | ) | $ | 0.11 | |
| | | | | | |
Diluted earnings (loss) per share (Note 12) | | (0.12 | ) | $ | 0.10 | |
| | | | | | |
Weighted average number of shares outstanding | | 34,580,243 | | | 34,129,161 | |
| | | | | | |
Weighted average number of diluted shares outstanding | | 34,580,243 | | | 35,401,815 | |
See accompanying notes to unaudited interim consolidated financial statements.
5
Revett Minerals Inc.
Consolidated Statements of Cash Flows
Three months ended March 31, 2013 and 2012
(expressed in thousands of United States dollars except share and per share amounts)
(unaudited)
| | Three month period | | | Three month period | |
| | ended March 31, 2013 | | | ended March 31, 2012 | |
| | | | | | |
| | | | | | |
| | | | | | |
Cash flows from operating activities: | | | | | | |
Net income (loss) for the period | $ | (4,119 | ) | $ | 3,721 | |
Adjustment to reconcile net income (loss) to net cash provided by | | | | | | |
(used by) operating activities: | | | | | | |
Depreciation and amortization | | 8 | | | 649 | |
Deferred financing fee amortization | | 556 | | | 70 | |
Accretion of reclamation and remediation liability | | 119 | | | 168 | |
Foreign exchange loss (gain) | | 5 | | | - | |
Stock based compensation | | 191 | | | 15 | |
Loss on disposal of fixed assets | | 5 | | | 5 | |
Accrued interest from reclamation trust fund | | (3 | ) | | (5 | ) |
Loss on sale of available for sale securities | | 262 | | | - | |
Amortization of prepaid insurance premium | | - | | | 26 | |
Loss (gain) on warrant derivative | | (42 | ) | | (220 | ) |
Deferred income tax | | (2,573 | ) | | 819 | |
Changes in: | | | | | | |
Concentrate settlement and other receivable | | 351 | | | (1,330 | ) |
Inventories | | (301 | ) | | 182 | |
Prepaid expenses and other assets | | (139 | ) | | (98 | ) |
Accounts payable and accrued liabilities | | (1,332 | ) | | 639 | |
Net cash provided by (used by) operating activities | | (7,012 | ) | | 4,641 | |
| | | | | | |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Purchase of plant and equipment | | (170 | ) | | (1,092 | ) |
Proceeds from the sale of available for sale securities | | 75 | | | - | |
Sale (purchase) of short term investments | | 3 | | | (20 | ) |
Net cash used in investing activities | | (92 | ) | | (1,112 | ) |
| | | | | | |
Cash flows from financing activities: | | | | | | |
Proceeds from the issuance of common stock, net | | 120 | | | 41 | |
Repayment of capital leases | | (248 | ) | | (93 | ) |
Net cash used in financing activities | | (128 | ) | | (52 | ) |
| | | | | | |
Effects of foreign exchange on cash held | | | | | | |
In foreign currencies | | (5 | ) | | - | |
| | | | | | |
Net increase in cash and cash equivalents | | (7,237 | ) | | 3,477 | |
Cash and cash equivalents, beginning of period | | 18,986 | | | 16,086 | |
Cash and cash equivalents, end of period | $ | 11,749 | | $ | 19,563 | |
| | | | | | |
Non cash transactions: | | | | | | |
Receivable for the sale of available for sale securities | | 166 | | | - | |
Acquisition of plant and equipment under capital lease | | - | | | 1,852 | |
See accompanying notes to unaudited interim consolidated financial statements.
6
Revett Minerals Inc.
Consolidated Statements of Shareholders’ Equity
Three months ended March 31, 2013 and year ended December 31, 2012
(expressed in thousands of United States dollars except share and per share amounts)
(unaudited)
| | | | | | | | Accumulated | | | | | | | |
| | | | | | | | other | | | | | | | |
| | Common Shares | | | Comprehensive | | | | | | | |
| | | | | | | | | | | Retained | | | | |
| | | | | | | | | | | earnings | | | | |
| | Shares | | | Amount | | | Loss | | | (deficit) | | | Total | |
| | | | | | | | | | | | | | | |
Balance, December 31, 2011 | | 34,119,216 | | $ | 84,587 | | $ | 160 | | $ | (2,494 | ) | $ | 82,253 | |
Issue of shares for services | | 20,335 | | | 85 | | | - | | | - | | | 85 | |
Issue of shares for exercise of options | | 72,000 | | | 108 | | | - | | | - | | | 108 | |
Issue of shares for exercise of warrants | | 280,836 | | | 915 | | | - | | | - | | | 915 | |
Unrealized loss on marketable securities, net of tax | | - | | | - | | | (698 | ) | | - | | | (698 | ) |
Stock-based compensation on options Granted | | - | | | 2,032 | | | - | | | - | | | 2,032 | |
Net income for the period | | - | | | - | | | - | | | 4,085 | | | 4,085 | |
| | | | | | | | | | | | | | | |
Balance, December 31, 2012 | | 34,492,387 | | $ | 87,727 | | $ | (538 | ) | $ | 1,591 | | $ | 88,780 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Issue of shares for exercise of options | | 49,000 | | | 25 | | | - | | | - | | | 25 | |
Issue of shares for exercise of warrants | | 55,000 | | | 126 | | | - | | | - | | | 126 | |
Unrealized gain on marketable securities, net of tax | | - | | | - | | | 101 | | | - | | | 101 | |
Stock-based compensation on options granted | | - | | | 191 | | | - | | | - | | | 191 | |
Net loss for the period | | | | | - | | | - | | | (4,119 | ) | | (4,119 | ) |
Balance, March 31, 2013 | | 34,596,387 | | $ | 88,069 | | $ | (437 | ) | $ | (2,528 | ) | $ | 85,104 | |
See accompanying notes to unaudited interim consolidated financial statements
7
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
1. Basis of Presentation
In the opinion of management, the accompanying unaudited interim consolidated balance sheets and consolidated statements of comprehensive income (loss), cash flows, and shareholders’ equity contain all adjustments, consisting of normal recurring items, necessary to present fairly, in all material respects, the financial position of Revett Minerals Inc. (“Revett Minerals” or the “Company”) as of March 31, 2013 and December 31, 2012, and the results of its operations and its cash flows for the three month periods ended March 31, 2013 and 2012. The operating and financial results for Revett Minerals for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013.
These unaudited interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (U.S. GAAP) and are presented in U.S. dollars. These unaudited interim consolidated financial statements do not include all note disclosures required by U.S. GAAP on an annual basis, and therefore should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2012 filed with the appropriate securities regulatory authorities.
In mid-December 2012, the Company suspended underground mining operations at Troy because of unstable and unsafe ground conditions in the mine. The Company has installed seismic monitoring devices (geophones) and is working with the MSHA to inspect the mine and develop alternate travel and haulage routes that bypass the affected areas. The Company expects to resume operations in the second quarter of 2013.
2. Changes affecting consolidated financial statements and Future accounting changes:
Accounting principles:
There were no new pronouncements issued by the FASB that may materially impact the Company’s consolidated financial statements for future periods.
3. Inventory
The major components of the Company’s inventory accounts are as follows:
| | March 31, 2013 | | | December 31, 2012 | |
Concentrate inventory | $ | 1,021 | | $ | 733 | |
Material and supplies | | 3,792 | | | 3,779 | |
| $ | 4,813 | | $ | 4,512 | |
8
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
4. Mineral Property, Plant, Equipment and Mine Development
The major components of the Company’s mineral property, plant, and equipment accounts are as follows:
| | | March 31, | | | December 31, | |
| | | 2013 | | | 2012 | |
| Troy: | | | | | | |
| Property acquisition and development costs | $ | 17,506 | | $ | 17,506 | |
| Plant and equipment | | 18,469 | | | 18,387 | |
| Buildings and structures | | 5,640 | | | 5,553 | |
| | | 41,615 | | | 41,446 | |
| Rock Creek: | | | | | | |
| Property acquisition costs | | 34,976 | | | 34,976 | |
| | | | | | | |
| Other, corporate | | 4,330 | | | 4,330 | |
| Other, mineral properties | | 118 | | | 118 | |
| | | 81,039 | | | 80,870 | |
| Accumulated depreciation and depletion: | | | | | | |
| Troy Property acquisition and development | | (7,332 | ) | | (7,332 | ) |
| costs | | | | | | |
| Troy plant and equipment | | (7,416 | ) | | (7,416 | ) |
| Troy buildings and structures | | (1,630 | ) | | (1,630 | ) |
| | | (16,378 | ) | | (16,378 | ) |
| Other corporate assets | | (142 | ) | | (135 | ) |
| | | (16,520 | ) | | (16,513 | ) |
| | $ | 64,519 | | $ | 64,357 | |
The net book value of assets under capital leases at March 31, 2013 and December 31, 2012 was $2.1 million and $2.1 million, respectively.
Included in other corporate assets is Revett Holdings Inc., a wholly owned subsidiary of Revett Silver Company, which owns undeveloped real estate lands with a carrying value of $3.6 million. These lands are intended to be gifted, or otherwise transferred to the U.S. Forest Service or the State of Montana for mitigation requirements, as the Rock Creek evaluation program and mine development proceeds. The property costs for Rock Creek will be amortized when the property is placed into production, or written off if it is determined that Rock Creek cannot be developed.
9
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
5. Available for sale securities
Available for sale securities are comprised of publically traded common stocks which have been valued using quoted market prices in active markets. The following table summarizes the Company’s available for sale securities at:
| | March 31, | | | December 31, | |
| | 2013 | | | 2012 | |
| | | | | | |
Cost | $ | 1,756 | | $ | 2,259 | |
| | | | | | |
Unrealized loss | | (673 | ) | | (827 | ) |
| | | | | | |
Fair value | $ | 1,083 | | $ | 1,432 | |
During the quarter ended March 31, 2013, the Company sold a portion of its available for sale equity securities for approximately $241,000, $166,000 of which was included in other receivables and received in April 2013, and recognized a loss of $262,000. The Company assessed the unrealized loss at March 31, 2013 and determined it to not be other than temporary based on a review of the potential of the investment security. The securities have been in a loss position for twelve months. The Company is under no pressure to sell these remaining securities and intends to hold them at least until it recovers its cost basis.
6. Debt and capital lease obligations
(a) Capital leases and note payable:
At March 31, 2013 and December 31, 2012, the balance of the Company’s long-term debt and capital lease obligations were as follows:
| | March 31, | | | Dec. 31, | |
| | 2013 | | | 2012 | |
Capital leases and note payable | $ | 2,031 | | $ | 2,280 | |
Less current portion | | (971 | ) | | (991 | ) |
| $ | 1,060 | | $ | 1,289 | |
The Company has a number of capital leases and a note payable for mining equipment for use at Troy. Scheduled minimum capital lease and note payable principle repayments at March 31, 2013 are as follows:
| | Capital | | | Note | | | | |
| | Leases | | | Payable | | | Total | |
2013 | $ | 542 | | $ | 223 | | | | |
2014 | | 636 | | | 298 | | | | |
2015 | | 192 | | | 199 | | | | |
| | 1,370 | | | 720 | | | | |
| | | | | | | | | |
Less amount representing interest (at rates ranging from 1.6% to 4.1%) | | 59 | | | | | | | |
Total present value of net minimum capital lease and note payable payment | | 1,311 | | | 720 | | | 2,031 | |
Less current portion | | 755 | | | 216 | | | 971 | |
| $ | 556 | | $ | 504 | | $ | 1,060 | |
10
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
(b) Revolving credit facility:
On December 10, 2011, the Company entered into a revolving credit agreement with a financial institution. The $20.0 million credit facility is subject to interest at the London Interbank Offered Rate (“LIBOR”) plus 350 basis points for an initial three year term. The credit facility may be increased to $30.0 million under specified circumstances.
Revett Silver Company is the designated borrower under the facility. Revett Minerals Inc. and its subsidiaries Troy Mine Inc. and RC Resources Inc. are the guarantors of the facility. Draws under the facility may be in the form of revolving credit loans or letters of credit. The facility is collateralized by first priority liens and security interests in the properties and assets comprising the Troy Mine Inc. and RC Resources Inc. and by Revett Minerals Inc.’s pledge of the outstanding common stock of Revett Silver Company. This agreement is subject to financial covenants regarding consolidated fixed charge coverage ratio, consolidated current ratio and consolidated tangible net worth. No funds had been drawn under the facility and no silver or copper price hedging was in place as of March 31, 2013. On February 28, 2013, primarily based upon the suspension of mining operations at the Troy Mine, the Company and Societe Generale agreed to suspend the facility for an initial six month period.
The Company paid a commitment fee and other transaction costs of $0.9 million in 2011. During the three months ended March 31, 2013, the Company expensed the remaining unamortized deferred loan fee balance of $0.6 million, which is included in interest expense, because there is no assurance that this credit facility will be renewed. For the three months ended March 31, 2012 the deferred loan amortization was $0.07 million.
7. Warrant derivative liability
Some of the Company’s issued and outstanding common share purchase warrants have exercise prices denominated in a foreign currency (Canadian dollars). These warrants are required to be treated as a derivative liability, as the amount of cash the Company will receive on exercise of the warrants will vary depending on the exchange rate. These warrants are classified as a derivate liability and recognized at fair value. Changes in the fair value of these warrants are recognized in earnings until such time as the warrants are exercised or expire.
The following table presents the reconciliation of the fair value of the warrants:
| | For the three months | | | For the three months | |
| | ended | | | ended | |
| | March 31, 2013 | | | March 31, 2012 | |
| | | | | | |
| | | | | | |
Balance, beginning of period | $ | 93 | | $ | 1,170 | |
Gain on derivatives | | (42 | ) | | (220 | ) |
Value of warrants exercised | | (30 | ) | | - | |
Balance, end of period | $ | 21 | | $ | 950 | |
11
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
These common share purchase warrants do not trade in an active securities market, and as such, the Company has estimated the fair value of these warrants using the Black-Scholes option pricing model using the following assumptions at March 31, 2013: weighted average risk-free interest rate 0.10%, weighted average volatility 45.57%, expected dividend yield – nil, and weighted average expected life (in years) 0.4 and at March 31, 2012: weighted average risk-free interest rate 0.26%, weighted average volatility 59.44%, expected dividend yield – nil, and weighted average expected life (in years) 1.4. The fair value estimate is classified as level 2 in the fair value hierarchy.
8. Share Capital
(a) Common Stock
The Company has one class of no par value common stock of which an unlimited number are authorized for issue. The holders of common stock are entitled to receive dividends without restriction when and if declared by the board of directors. Holders of the Company’s common stock are not entitled to preemptive rights to acquire additional shares of common stock and do not have cumulative voting rights.
During the quarter ended March 31, 2013, the Company issued 49,000 common shares on exercise of stock options and 55,000 common shares on exercise of warrants for cash proceeds of $0.120 million.
(b) Preferred Stock
The Company is authorized to issue an unlimited number of no par preferred stock. The Company’s board of directors is authorized to create any series and, in connection with the creation of each series, to fix by resolution the number of shares of each series, and the designations, powers, preferences and rights; including liquidation, dividends, conversion and voting rights, as they may determine. At March 31, 2013, no preferred stock was issued or outstanding.
(c) Stock options
The Company’s Equity Incentive Plan authorizes the Company to reserve and have available for issue, 6,500,000 shares of common stock. There were 1,094,500 stock options granted during the three months ended March 31, 2013 with an exercise price of $2.16, expiring on March 21, 2018. The Company used the Black-Scholes option pricing model with a risk-free interest rate of 0.33%, volatility of 52.16% and an expected life of the options of 30 months to estimate the fair values of the options. The weighted average fair value per share was $0.69 for a total value of $0.8 million. These stock options vest 25% at the end of each quarter in 2013. As at March 31, 2013 and 2012, there was $0.6 million and $0, respectively, of unrecognized compensation costs relating to unvested stock options.
During the three months ended March 31, 2013, 5,000 options were cancelled or expired and 49,000 options were exercised. As of March 31, 2013 and 2012, the intrinsic value of options outstanding and exercisable was $0.5 million and $1.5 million, respectively.
12
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
Total stock-based compensation recognized during the three months ended March 31, 2013 and 2012 was $0.2 million and $0.02 million; During the three months ended March 31, 2013 and 2012, a total of $0.1 million and $0.0 million stock option compensation was attributable to the Troy Mine employees and is included in the amounts reported in general and administrative expense.
As of March 31, 2013, the following stock options were outstanding:
Options | Options | Exercise | Expiration |
Granted | Exercisable | Price | Date |
| | | | |
10,000 | 10,000 | $4.94 | | June 3, 2013 |
10,000 | 10,000 | 2.50 | | November 1, 2013 |
35,000 | 35,000 | 4.30 | | December 13, 2013 |
10,000 | 10,000 | 4.45 | | February 25, 2014 |
34,500 | 34,500 | 0.52 | CDN | March 31, 2014 |
10,000 | 10,000 | 4.18 | | April 15, 2014 |
16,000 | 16,000 | 0.45 | CDN | April 27, 2014 |
110,000 | 110,000 | 0.45 | | September 10, 2014 |
15,000 | 15,000 | 1.05 | | November 2, 2014 |
30,000 | 30,000 | 1.65 | | December 30, 2014 |
237,000 | 237,000 | 2.15 | | March 15, 2015 |
20,000 | 20,000 | 2.50 | | November 1, 2015 |
789,500 | 789,500 | 4.98 | | March 21, 2016 |
2,500 | 2,500 | 5.93 | | April 8, 2016 |
10,000 | 10,000 | 4.17 | | September 12, 2016 |
1,029,500 | 1,029,500 | 4.18 | | April 1, 2017 |
20,000 | 20,000 | 3.77 | | May 3, 2017 |
1,094,500 | 273,625 | 2.16 | | March 21, 2018 |
3,483,500 | 2,662,625 | $2.86 | | |
(d) Stock Purchase Warrants
The following stock purchase warrants were outstanding at March 31, 2013 for the purchase of common shares of Revett Minerals:
Number | Exercise price | Expiration |
| | |
37,011 | CDN $ 1.75 | August 24, 2013 |
1,071,427 | US $ 1.81 | August 24, 2013 |
1,108,438 | | |
During the three months ended March 31, 2013, no new warrants were issued and 55,000 warrants were exercised. During the three months ended March 31, 2012, no warrants were issued or exercised.
13
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
9. Commitments and Contingencies
a) Reclamation
The following table shows the changes in the reclamation liability for the periods indicated.
| | | Three months ended | | | Three months ended | |
| | | March 31, 2013 | | | March 31, 2012 | |
| | | | | | | |
| Reclamation and remediation liability beginning of period | $ | 5,597 | | $ | 7,955 | |
| Accretion expense | | 119 | | | 168 | |
| Ending balance | $ | 5,716 | | $ | 8,123 | |
b) Rock Creek Development
Rock Creek is a development-stage copper and silver deposit located in Sanders County, Montana, approximately sixteen air miles from the Troy Mine. The project comprises 99 patented lode-mining claims, 370 unpatented lode-mining claims, 5 tunnel site claims, 85 mill site claims and 1,427 acres of fee land, 673 of which will likely be used as habitat replacement (mitigation) for grizzly bears. The patented claims lying within the Cabinet Mountain Wilderness Area convey title to mineral rights and untitled surface rights; the claims lying outside the wilderness area convey both mineral and surface rights. The patented claims were legally surveyed in 1983 and occupy an area of approximately 1,809 acres. All of the Rock Creek Project mining claims are in good standing.
The first phase of development at Rock Creek is the completion of a planned two year evaluation program, estimated to cost around $25 million, to determine if it is economical to develop the mineral deposit. The proposed evaluation program will include the development of an evaluation adit to collect additional technical information on the deposit, additional infill drilling to establish and confirm resource estimates, geotechnical design studies, bulk sampling of the mineralization for use in metallurgical testing, and hydrologic investigations. The evaluation program is subject to receipt of permits and approvals from the various federal and state agencies having jurisdiction over the project. In addition to permitting approval, the Company will also be required to satisfy certain mitigation requirements before it can develop the adit, which will include procurement of a reclamation bond and funding of a grizzly bear mitigation plan, design and construction of a water treatment facility and construction of improvements to the road leading to the evaluation adit site.
The permitting process is complex. The deposit is partially located under United States Forest Service (the “Forest Service”) land (within the Kootenai National Forest) and under the Cabinet Mountains Wilderness Area, Federal and State approval is required to explore and develop the Rock Creek deposit. In 2001, the Forest Service issued the Final Environmental Impact Statement (“Final EIS”) under the National Environmental Policy Act (“NEPA”). In 2003, the Forest Service and the Montana Department of Environmental Quality (the “DEQ”) issued a joint administrative decision approving our proposed plan of operations at the Rock Creek Project (the “Record of Decision”). The Record of Decision was based primarily on the findings in the Final EIS and a companion Biological Opinion issued by the U.S. Fish and Wildlife Service (“USFWS”) in 2003 pursuant to the requirements of the Endangered Species Act (“ESA”). Although subsequently challenged by several regional and national environmental groups under NEPA and the ESA, the Biological Opinion was ultimately upheld in a November 2011 ruling by the Ninth Circuit Court of Appeals. The Company is currently working with the Forest Service to develop a Supplemental EIS to comply with the Federal District Court’s NEPA opinion in May 2010. If the Company is required to submit a modified plan of operation for the Rock Creek Project in order to comply with NEPA, it could delay development and possibly engender additional legal challenges and appeals.
14
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
Although the Company believes that it will ultimately receive environmental and operating permits, it is possible that successful challenges could delay or prevent the Company from developing the Rock Creek project which, could result in the impairment and write-down of the carrying value related to the Rock Creek property.
10. Derivative instruments
Concentrate Sales Contracts
The Company enters into concentrate sales contracts with third-party buyer. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted metal prices and the provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates at the forward price at the time of sale. The embedded derivative, which is the final settlement based on a future price, does not qualify for hedge accounting. These embedded derivatives are recorded in Concentrate settlement and other receivables on the consolidated balance sheet and are adjusted to fair value through earnings each period until the date of final settlement.
Fixed Forward Contracts
At December 31, 2012, the Company had forward contracts to sell 0.7 million pounds of copper at an average price of $4.00 per pound which matures in February 2013. All contracts were with the Company’s customer and were designated as normal purchase and sale contracts. Accordingly, the effects of these contracts were accounted for in the period they were settled. There are no forward contracts outstanding at March 31, 2013.
Warrant Derivative Liabilities
Some of the Company’s issued and outstanding common share purchase warrants have exercise prices denominated in a foreign currency (Canadian dollar). These warrants are required to be treated as a derivative liability as the amount of cash the Company will receive on exercise of the warrants will vary depending on the exchange rate. These warrants are classified as a derivative liability on the consolidated balance sheets and recognized at fair value. See discussion of the warrant derivative liabilities in note 7.
15
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
The following summarizes classification of the fair value of the derivative instruments as of March 31, 2013 and December 31, 2012:
| | | March 31, | | | December | |
| | | 2013 | | | 31, 2012 | |
| | | | | | | |
| Concentrate settlement and other receivables | $ | - | | $ | (628 | ) |
| Warrant derivative liabilities | | (21 | ) | | (93 | ) |
The following represent mark-to-market gains on derivative instruments during the three months March 31, 2013 and 2012:
| | 2013 | | | 2012 | |
| | | | | | |
Revenue | $ | 628 | | $ | 431 | |
Gain on warrant derivatives | | 42 | | | 220 | |
11. Fair Value of Financial Instruments
At March 31, 2013, the Company did not have any forward contracts to sell silver or copper.
The carrying values of cash and cash equivalents, accounts receivable, restricted cash, and accounts payable and accrued liabilities approximate fair value due to their short time to maturity or ability to immediately convert them to cash in the normal course. The carrying value of concentrate settlement payable or receivable are marked to market each month using quoted forward prices as at the last trading day of each month, and accordingly are recognized at fair value. The carrying values of capital lease obligations approximate fair market values as they are based on market rates of interest.
The Company classifies financial instruments recognized at fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:
Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; |
| |
Level 2 | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and |
| |
Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
16
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
| | Fair value at March 31, 2013 | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | |
Cash and cash equivalents | $ | 11,749 | | $ | 11,749 | | $ | - | | $ | - | |
Short term investments | | 9,261 | | | 9,261 | | | - | | | - | |
Available for sale securities | | 1,083 | | | 1,083 | | | - | | | - | |
Warrant derivatives liability | | (21 | ) | | - | | | (21 | ) | | - | |
| | | | | | | | | | | | |
| | Fair value at December 31, 2012 | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | |
Cash and cash equivalents | $ | 18,986 | | $ | 18,986 | | $ | - | | $ | - | |
Short term investments | | 9,264 | | | 9,264 | | | - | | | - | |
Available for sale securities | | 1,432 | | | 1,432 | | | - | | | - | |
Concentrate receivable embedded derivative | | (628 | ) | | - | | | (628 | ) | | - | |
Warrant derivatives liability | | (93 | ) | | - | | | (93 | ) | | - | |
The Company’s cash and cash equivalent instruments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
The Company’s short-term investments are available for liquidity needs and are classified as trading and recorded at market value. The short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
The Company’s available for sale securities are valued using quoted market prices, and accordingly, are included in Level 1.
The Company’s concentrate receivable embedded derivative, which includes provisionally priced sales, are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, and correlations of such inputs. Such instruments are typically classified within Level 2 of the fair value hierarchy.
The warrant derivative liability is valued using an option pricing model, which requires a variety of inputs. Such instruments are typically included in Level 2.
12. Income Taxes
For the three months ended March 31, 2013, the Company reported an income tax benefit of approximately $2.6 million compared to an income tax expense of $0.9 million for the three months ended March 31, 2012. The following table summarizes the components of the Company’s income tax (benefit) provision:
17
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
| | Three months ended | | | Three months ended | |
| | March 31, 2013 | | | March 31, 2012 | |
Federal: | | | | | | |
Current | $ | - | | $ | 105 | |
Deferred | | (2,303 | ) | | 734 | |
Total | | (2,303 | ) | | 839 | |
State: | | | | | | |
Current | | - | | | - | |
Deferred | | (270 | ) | | 85 | |
Total | $ | (2,573 | ) | $ | 924 | |
The income tax expenses for the three months ended March 31, 2013 and 2012 varies from the statutory rate primarily because of depletion, change in valuation allowance for net deferred tax assets and the Company’s foreign entity. The Company has US net operating loss carry forward which expire at various dates between 2019 and 2029. Montana state net operating losses that expire at various dates between 2013 and 2016, and Canadian net operating losses expire at various dates between 2014 and 2031.
13. Comprehensive income
The components of other comprehensive income for the three months ended March 31, are as follows:
| | | 2013 | | | 2012 | |
| | | | | | | |
| Unrealized loss on available for sale securities before tax | $ | (108 | ) | $ | (381 | ) |
| | | | | | | |
| Deferred tax effect | | 38 | | | 133 | |
| | | | | | | |
| Unrealized loss on available for sale securities, net of tax | | (70 | ) | | (248 | ) |
| | | | | | | |
| Reclassification of net loss on sale included in net income | | 262 | | | - | |
| Related deferred tax effect | | (91 | ) | | - | |
| Unrealized gain (loss) on available for sale securities, net of tax | $ | 101 | | $ | (248 | ) |
18
Revett Minerals Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2013
(expressed in thousands of United States dollars unless otherwise stated)
(unaudited)
14. Earnings Per Common Share
The following table reconciles weighted average common shares used in the computations of basic and diluted earnings (loss) per share for the three months ended March 31, 2013, and 2012 (thousands, except per-share amounts).
| | March 31, | | | March 31, | |
| | 2013 | | | 2012 | |
Numerator | | | | | | |
| | | | | | |
Net income (loss) for basic earnings per share | $ | (4,119 | ) | $ | 3,721 | |
Gain on warrant derivative associated with dilutive | | | | | | |
warrants | | - | | | (220 | ) |
Net income (loss) for diluted earnings per share | $ | (4,119 | ) | $ | 3,501 | |
Denominator | | | | | | |
Basic weighted average common shares | | 34,580,243 | | | 34,129,161 | |
Dilutive stock options and warrants | | - | | | 1,272,654 | |
Diluted weighted average common shares | | 34,580,243 | | | 35,401,815 | |
| | | | | | |
Basic income (loss) per share | $ | (0.12 | ) | $ | 0.11 | |
| | | | | | |
Diluted income (loss) per share | $ | (0.12 | ) | $ | 0.10 | |
For the quarter ended March 31, 2012, the gain on warrant derivative associated with dilutive warrants is an adjustment to net income for diluted earnings per share purposes because the gain would not have been recognized had the warrants been converted at the beginning of the period.
For the quarter ended March 31, 2013, options and warrants to purchase 4,591,930 shares of the Company’s common stock were excluded from the computation of diluted earnings per share because they were anti-dilutive.
Options to purchase 913,000 shares of the Company’s common stock were excluded from the computation of diluted earnings per share for the quarter ended March 31, 2012. The exercise price of these options exceeded the average price of the Company’s stock during these periods and the options were anti-dilutive.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations as at May 9, 2013
This Management’s Discussion and Analysis (“MD&A”) of the financial results of Revett Minerals Inc. (“Revett Minerals” or the “Company”) for the three month period ended March 31, 2013 should be read in conjunction with the unaudited interim financial statements and notes as at and for the three months ended March 31, 2013 which form part of this report. In addition, this MD&A and related financial statements should be read in conjunction with the 2012 audited consolidated financial statements, the related Management’s Discussion and Analysis, and the Form 10-K filed in Canada on SEDAR or on file in the United States with the Securities and Exchange Commission (“SEC”) or on EDGAR. These financial statements are expressed in United States dollars, unless otherwise stated, and they are prepared in accordance with United States generally accepted accounting principles (“GAAP”).
These unaudited interim consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (U.S. GAAP) and are presented in U.S. dollars.
Some of the statements in this MD&A are forward looking statements that are subject to risk factors set out in the cautionary note contained in this MD&A.
Overview and Important Factors Influencing Results for the Three Months Ended March 31, 2013
As at May 9, 2013, the Company owns a 100% interest in Revett Silver Company (“Revett Silver”), which in turn owns 100% of Troy Mine Inc., RC Resources Inc., Revett Exploration Inc. and Revett Holdings Inc. (Both Revett Exploration Inc. and Revett Holdings Inc. were created in 2012.) Rock Creek is a development stage silver and copper property located in northwest Montana. Troy is an operating silver and copper mine also located in northwest Montana.
In mid-December 2012, the Company suspended underground mining operations at Troy because of unstable and unsafe ground conditions in the mine. The Company has installed seismic monitoring devices (geophones) and is working with Mine Safety and Health Administration (“MSHA”) to inspect the mine and develop alternate travel and haulage routes that bypass the affected areas. Current underground operations include development activities which are designed to re-establish access to the recent producing areas of the ore body. The life-of-mine, based on reported resevres, is estimated to be 8 years. The Company expects to resume operations in the second quarter of 2013.
Overall Performance
As at March 31, 2013 the Company has cash and short-term investments on hand of $21.0 million. Due to the suspension of mining operations during the first quarter of 2013 we were unable to generate production revenues, which resulted in a net loss. For the three month period ended March 31, 2013, the Company reported a net loss after taxes of $4.1 million or $0.12 a share compared to net income after taxes of $3.7 million or $0.11 per share for the three months ended March 31, 2012.
20
Results of Operations for the Three Months Ended March 31, 2013 compared to the same period in 2012.
Operating Results:
The table below illustrates certain key operating statistics for Troy for the three months ended March 31, 2013, with a comparison to the same three month period in 2012
| Three Months Ended March 31, | Three Months Ended March 31, |
| 2013 | 2012 |
Tons milled | - | 331,523 |
Tons milled per day | - | 3,684 |
Copper grade (%) | - | 0.40 |
Silver grade (opt) | - | 1.12 |
Copper recovery (%) | - | 86.0 |
Silver recovery (%) | - | 87.0 |
Copper produced (lbs) | - | 2,249,111 |
Silver produced (ozs) | - | 324,375 |
In mid-December 2012, we suspended underground mining operations at Troy because of unstable and unsafe ground conditions in the mine. We have since installed seismic monitoring devices (geophones) and are working with MSHA to inspect the mine and develop alternate travel and haulage routes that bypass the affected areas. Because of this, we did not mine or process any ore in the first quarter of 2013.
During the first quarter of 2013 the Troy Mine developed plans to access certain unaffected areas in the mine and have submitted these plans to MSHA for approval. These plans include new haulage access, dewatering, ventilation and placement of electrical utilities In addition to underground activities, preventive maintenance and re[pairs of related mining and milling equipment has continued in preparation to resume operations. We expect to resume mining activities in the second quarter of 2013.
Financial Results:
| a) | Revenue:Revenue for the first quarter of 2013 reflects the settlement of some outstanding invoices and the mark to market adjustment from December 31, 2012. There was no invoicing for concentrate sales during the first quarter of 2013 due to the suspension of mining activities described above. During the quarter ended March 31, 2012, the LME price of copper and silver averaged $3.77 per pound and $32.65 per ounce, respectively. Metal sales during the first quarter of 2012 were 2.2 million pounds of copper and 296,755 ounces of silver. |
| | |
| b) | Cost of Sales:The cost of sales associated with the first quarter 2013 was $4.4 million, a decrease of 63% when compared to the first quarter of 2012. The 2013 spending reflects the efforts to design a plan to resume mining operations and to maintain our staffing levels as we did not layoff any employees during the first quarter of 2013. |
| | |
| c) | Depreciation and depletion:For the first quarter of 2013, these non-cash charges are significantly lower than the first quarter of 2012. The majority of the plant and equipment at Troy is depreciated using the units-of-production method and the effect of the suspension of mining operations resulted in no depreciation expense for the Troy Mine. |
21
| d) | Exploration and development:This expense includes $0.05 million for exploration spending around the Troy Mine and $0.3 million spending for Rock Creek. The spending in 2013 is much lower than 2012 ($0.8 million) due to efforts to conserve cash during the first quarter of 2013. |
| | |
| e) | General and administration costs:The decrease in the corporate administration costs during the first quarter of 2013 is a result of efforts to conserve cash due to suspension of mining activities at the Troy Mine. |
| | |
| f) | Net loss:The net loss for the first quarter 2013 reflects the suspension of mining activities at the Troy Mine. |
Summarized Financial Results by Quarter
| 2011 | 2011 | 2011 | 2012 | 2012 | 2012 | 2012 | 2013 |
| Q2 | Q3 | Q4 | Q1 | 2Q | 3Q | 4Q | 1Q |
Cu Production (million lbs) | 3.0 | 3.3 | 2.4 | 2.2 | 1.9 | 2.4 | 1.0 | - |
Ag Production (000’s ozs) | 343 | 403 | 300 | 292 | 278 | 348 | 161 | - |
Total Sales (millions) | $18.8 | $16.7 | $21.9 | $19.2 | $13.5 | $19.4 | $7.2 | $0.2 |
Cash Flow from Operations before changes in working capital (1) (millions) | $7.4 | $8.3 | $9.1 | $7.5 | $3.5 | $7.5 | $(0.2) | $(4.7) |
Net Income (loss) (millions) | $7.9 | $2.9 | $5.6 | $3.7 | $(2.2) | $4.4 | $(1.8) | ($4.1) |
EPS- Basic | $0.23 | $0.08 | $0.17 | $0.11 | $(0.7) | $0.13 | $(0.05) | $(0.12) |
EPS- Fully diluted | $0.16 | $0.07 | $0.16 | $0.10 | $(0.7) | $0.12 | $(0.05) | $(0.12) |
Cash and Cash Equivalents & Short term Investments (millions) | $14.7 | $19.9 | $25.2 | $28.7 | $30.0 | $32.6 | $28.3 | $21.0 |
Total Assets ending (millions) | $92.1 | $96.7 | $103.4 | $109.9 | $108.6 | $115.6 | $108.0 | $100.2 |
Total liabilities (millions) | $18.4 | $20.3 | $21.1 | $24.1 | $22.4 | $24.7 | $19.2 | $15.1 |
Total Equity (millions) | $73.7 | $76.4 | $82.3 | $85.8 | $86.2 | $90.9 | $88.8 | $85.1 |
(1) This is a non-GAAP measurement. These amounts reflect the net cash flow from the Troy Mine before capital spending, equipment payments and changes in working capital.
22
Financing Activities
During the first quarter of 2013, the Company did not enter into any new capital leases or notes payable. The Company has the following contractual financial obligations (in thousands of USD):
| | | | | Current | | | 1 to 3 | | | 3 to 5 | | | 5 years or | |
Contractual obligation | | Total | | | portion | | | years | | | years | | | more | |
| | | | | | | | | | | | | | | |
Capital lease and note payable obligations | $ | 2,128 | | $ | 777 | | $ | 1,351 | | | - | | | - | |
Long term reclamation Costs | | 10,750 | | | - | | | - | | | - | | $ | 10,750 | |
Total contractualobligations | $ | 12,878 | | $ | 777 | | $ | 1,351 | | | - | | $ | 10,750 | |
Revett Silver has also entered into a number of operating leases relating to the production and transportation of the copper concentrate produced at Troy. All such leases expire in 2013 and many may be renewed annually. The obligations in 2013 under the terms of these leases are $0.4 million.
Liquidity and Capital Resources
The Company’s liquidity position is directly related to the level of concentrate production, cost of this production and the provisional and final prices received for the copper and silver in the concentrate that is sold. At March 31, 2013, working capital was $22.5 million, including cash and short-term investments of $21.0 million. At March 31, 2013, concentrate receivable and other receivables was $0.2 million compared to $0.4 million at December 31, 2012 and copper concentrate inventory was $1.0 million compared to $0.7 million at December 31, 2012.
Declines in copper and silver prices along with delays in production may erode the Company’s cash and working capital position.
Off Balance Sheet Arrangements
Royal Gold, Inc. holds a 3% gross smelter royalty on a defined area of production from Troy Mine and a 1% net smelter royalty on production from Rock Creek pursuant to the terms of an amended royalty agreement dated October 13, 2009.
Related Party Transactions
Trafigura AG is the sole purchaser of the silver and copper concentrate we produce at Troy. It is also the beneficial owner of more than five percent of our outstanding common shares, and is therefore a related party. During the three months ended March 31, 2013 and 2012, Trafigura AG paid us $0.0 million and $19.2 million for our concentrate, respectively. We believe the terms and conditions of these sales are neither more favorable nor less favorable to us than the terms and conditions we could have obtained from concentrate purchasers who are not also related parties.
Proposed Transactions
There were no proposed transactions during the first three months of 2013.
Principal Risks and Uncertainties
Revett Minerals is a speculative investment, for many reasons, and the following risk factors shouldbe carefully considered in evaluating it. In addition, this report contains forward-looking statements that involve known and unknown risks and uncertainties. These forward-looking statements include statements of our plans, objectives, expectations and intentions. Actual results could differ from those discussed in the forward-looking statements as a result of certain factors, including those set forth below. You should carefully consider the risks and uncertainties described below and the other information in this report before investing.
23
Operations at Troy are currently suspended. In mid-December 2012, we suspended underground mining operations at Troy because of unstable and unsafe ground conditions in the mine. We have installed seismic monitoring devices (geophones) and are working with MSHA to inspect the mine and develop alternate travel and haulage routes that bypass the affected areas. We expect to resume operations in the second quarter of 2013. If we are not able to resume operations, we will necessarily have to consider other alternatives. This could have a material and adverse effect on our business and financial condition.
Copper and silver prices fluctuate markedly.Our operations are significantly influenced by the price of copper and silver. Copper and silver prices fluctuate widely and are affected by numerous factors that are beyond our control, such as the strength of the United States dollar, global and regional industrial demand, and the political and economic conditions of major producing countries throughout the world. Since 1990, world average copper prices have fluctuated from a low of $0.71 per pound in 2002 to a high of $4.00 per pound in 2011, and world average annual silver prices have fluctuated from a low of $3.95 per ounce in 1992 to a high of $35.11 per ounce in 2011.
There are other formidable risks to mining.We are subject to all of the risks inherent in the mining industry, including industrial accidents, labor disputes, environmental related issues, unusual or unexpected geologic formations, cave-ins, surface subsidence, flooding, power disruptions and periodic interruptions due to inclement weather. These risks could result in damage to or destruction of our mineral properties and production facilities, personal injury, environmental damage, delays, monetary losses and legal liability. In addition, we are subject to competition for new minerals properties, management and skilled miners from other mining companies, many of which have significantly greater resources than we do. We also have no control over changes in governmental regulation of mining activities, the speculative nature of mineral exploration and development, operating hazards, fluctuating metal prices and inflation and other economic conditions.
Legal challenges could prevent us from ever developing Rock Creek. Our proposed development of Rock Creek has been challenged by several regional and national conservation groups at various times subsequent to the Forest Service’s initial issuance of a Record of Decision approving our plan of operation in 2003. Some of these challenges have alleged violations of a variety of federal and state laws and regulations pertaining to our permitting activities at Rock Creek, including the Endangered Species Act, the National Environmental Policy Act, the 1872 Mining Law, the Federal Land Policy Management Act, the Wilderness Act, the National Forest Management Act, the Clean Water Act, the Clean Air Act, the Forest Service Organic Act of 1897 and the Administrative Procedural Act. Although we have generally successfully addressed these challenges, we were directed by a Federal District Court in May 2010 to produce a Supplemental EIS to address NEPA procedural deficiencies identified by the court. We cannot predict with any degree of certainty how possible future challenges will be resolved. Rock Creek is potentially the more significant of our two mining assets. New court challenges to the Supplemental EIS and Record of Decision may delay us from proceeding with our planned development at Rock Creek. If we are successful in completing the supplemental EIS and defending any challenges, we still must comply with a number of requirements and conditions as development progresses, failing which we could be denied the ability to continue with our proposed activities at Rock Creek.
24
Our reclamation liability at Troy Mine could be substantial.Our financial obligations with respect to the reclamation, restoration and closure of Troy are presently covered by a $12.9 million surety bond which includes $6.5 million in a restricted cash account. In late 2012, DEQ and the Forest Service issued a new EIS and Record of Decision pertaining to the Troy Mine reclamation. We do not presently know whether the revised reclamation plan will increase our bonding costs. Laws governing the closure of mining operations in Montana have become more stringent since Troy was first placed into production. These factors could result in the imposition of a higher performance bond. Our reclamation liability at Troy Mine is not limited by the amount of the performance bond itself, the bond serves only as security for the payment of these obligations. We would necessarily have to pay for any substantial increase in actual costs over and above the maximum allowed under the bond.
We presently do not have the financial resources to develop Rock Creek.We may not have sufficient cash to allow us to develop a mine or begin mining operations at Rock Creek should it prove feasible to do so.
The Rock Creek mineral resources are not equivalent to reserves.This report includes information concerning the estimated size of our mineral resource at Rock Creek. Since no ore has been produced from Rock Creek, these estimates are preliminary in nature. This report also includes information concerning mineral resources at Troy Mine. Although we believe these amounts are significant, it does not mean the mineral resource can be economically mined. A mineral resource is not equivalent to a commercially mineable ore body or “proven reserves” or “probable reserves” under standards promulgated by the U. S. Securities and Exchange Commission (“SEC”), principally because they are less certain and not necessarily amenable to economic development. We will not be able to determine whether Rock Creek contains a commercially mineable ore body until our evaluation program has been completed and we have obtained a final, economic and technical feasibility study that will include an analysis of the amount of ore that can be economically produced under then-prevailing market conditions.United States investors are cautioned that the terms “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” are not recognized by the SEC. The estimation of mineral resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves. United States investors are cautioned not to assume that mineral resources will ever be converted into reserves.
Future accounting changes
There were no new pronouncements issued by the FASB that may materially impact the Company’s consolidated financial statements for future periods.
25
Financial Instruments, Hedging Activities and Other Instruments
The largest market risk the Company is exposed to is changes in the prices of copper and silver will have a significant effect on revenue, cash flow and the value of concentrate receivables or payables because a significant portion of the Company’s sales are subject to a future pricing mechanism and changes in metal prices will change both revenue and the value of concentrate receivables or payables. The Company does have a hedging policy which permits the Company to fix the sales price of copper and silver in concentrate to be produced in the future or for which concentrate has been sold and for which final settlement has not occurred.
For financial statement purposes, the Company records at fair value the amount of silver and copper in concentrate sold to its customer for which final prices have not yet been determined. At each month-end, the Company adjusts its revenue to account for expected future prices and the corresponding expected future revenue and cash flow. In order to do this, the Company must make estimates of the future prices expected to prevail when final settlement occurs. The Company uses published forward prices for the period of expected settlement to estimate these expected prices.
As at March 31, 2013, the Company had no contracts outstanding to sell silver or copper
Forward Looking Statements
Cautionary “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in this report are forward- looking statements that involve risk and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. The words “believe”, “estimate”, “anticipate’, “expect”, and “project” and similar expressions are included to identify forward-looking statements. Such forward looking-statements include statements regarding future production levels and operating costs at the Troy mine, future levels of capital expenditures at both Troy and Rock Creek, the reserve and resource estimates at both Troy and Rock Creek, the adequacy of the financial resources and funds to cover operating and exploration costs at Troy and the cost of exploration at Rock Creek, the timing of certain litigation activities which have delayed exploration activities at Rock Creek, the adequacy of third party financing to complete certain corporate development activities, and the expectation that the Troy mine will be able to generate positive cash flow in future periods. Factors that could cause actual results to differ materially from these forward looking statements include, among others:
- changes in copper and silver prices;
- the operating performance of the Troy mine;
- geological conditions at the Troy mine;
- the need for copper concentrate by copper smelters and the costs associated with selling such concentrate to the smelters;
- the ability of the Company to complete exploration activities at the Rock Creek project;
- activities of certain environmental groups opposed to the Company’s activities in the United States;
- changes in the planned Rock Creek project parameters;
- changes in estimates of the reserves and resources at all the properties owned or controlled by the Company;
- economic and market conditions;
26
- future financial needs and the Company’s ability to secure such financing under reasonable terms and conditions;
- changes in federal or state legislation and regulations governing our operations and projects;
- risks of future unknown lawsuits respecting future planned activities on our projects or past activities by the Company.
As well as other factors described elsewhere in our annual Form 10-K and the various regulatory filings with United States and Canadian and provincial regulatory bodies which are available in Canada at www.sedar.com or in the United States on EDGAR. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Most of these factors are beyond our ability to predict or control. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward looking statements. We disclaim any obligation to update any forward-looking statement made here-in except as required by law. Readers are cautioned not to put undue reliance on forward looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our earnings and cash flow are significantly affected by changes in the market price of copper and silver. The prices of both metals can fluctuate widely and are influenced by numerous factors such as demand, production levels, and world political and economic events and the strength of the US dollar. During the past eighteen years the average annual price of copper has ranged from a low of $0.71 per pound to a high of $4.48 per pound. Average annual silver prices over this same period have ranged from a low of $3.95 per ounce to a high of $41.96. Should the price of copper or silver decline substantially, the value of Troy and Rock Creek could fall dramatically and the future operation of Troy and the future exploration and development at Rock Creek could both be at risk.
During the three months ended March 31, 2012, we reported sales revenue of $19.2 million on sales of approximately 2.2 million pounds of payable copper and 0.296 million ounces of payable silver. During this period copper and silver prices averaged $3.88 per pound and $34.38 per ounce respectively. Had the price of copper or silver changed by $1.00 each, revenue would have changed by approximately $2.5 million.
A substantial portion of our cash and short term investments are invested in certificates of deposit or high quality government and corporate fixed income securities, all of which are denominated in US dollars. With the uncertainty in the financial markets the value of these fixed income securities could change. Approximately $1.4 million of our short term investments are in the form of certificates of deposit issued by a major Canadian chartered bank and are denominated in US dollars.
Item 4. Controls and Procedures
Management is responsible for adopting internal control that gives it and the board of directors reasonable assurance that the Company’s consolidated financial statements present fairly its financial position and results of operations. Management also is responsible for establishing and maintaining disclosure controls and procedures that provide assurance that material information concerning the Company, including its consolidated subsidiaries, is appropriately disclosed.
27
Disclosure Controls and Procedures. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in our periodic reports and other information filed under theSecurities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported within the time periods prescribed by the SEC’s rules. They include, without limitation, controls and procedures designed to ensure that such information is accumulated and promptly communicated to our management, including our chief executive officer and our chief financial officer and other principal accounting officers, so such persons can make timely decisions regarding disclosure.
We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as required by Rules 13(a)-15(e) and 15(d)-15(e) under theExchange Act. This evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, both of whom concluded that such controls and procedures were effective as of March 31, 2013. Based upon this evaluation, our chief executive officer and chief financial officer concluded that the design and operation of the Company’s disclosure controls and procedures were effective as at March 31, 2013 to ensure that information required to be disclosed by us in reports that we file under theExchange Act, is gathered, reported, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosure as specified under U.S. and Canadian securities laws.
Changes in Internal Control over Financial Reporting.There have been no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to affect, its internal control over financial reporting.
PART II: Other Information
Item 1: Legal Proceedings
There have been no material changes with regard to legal proceedings which are reported in the December 31, 2012 Form 10-K.
Item 2: Unregistered sales of equity securities and Use of proceeds
Not Applicable
Item 3: Defaults Upon Senior Securities
Not Applicable
Item 4: Mine Safety Disclosure
Our operations at the Troy Mine are subject to health, safety and other standards imposed under the federal Mine Safety and Health Act of 1977 (“FMSHA”) and regulations promulgated thereunder. FMSHA is administered by the Mine Safety and Health Administration (“MSHA”).
During the three months ended March 31, 2013 MSHA did not issue any citations pursuant to Section 104 of FMSHA for violations of mandatory health or safety standards that could, in the agency’s opinion, significantly and substantially contribute to mine safety or health hazard. MSHA proposed penalties of $22,348 for violations.
28
There were no mining fatalities at the Troy Mine during the three months ended March 31, 2013, nor did MSHA issue written notice pursuant to Section 104(e) of FMSHA during the period alleging any pattern of violations of mandatory health or safety standards or the potential for such a pattern. MSHA did not deem the cited violations to be flagrant within the meaning of Section 110(b)(2) of FMSHA.
We are a party to eight pending appeals before the Federal Mine Health Safety Review Commission challenging MSHA’s assessment of proposed penalties against us, five actions are contests of proposed penalties and three are pre-penalty Notices of Contest. The following table sets forth relevant information concerning the statutory basis for these violations:
Mine Name Mine ID
| Section 104 S&S Citations
| Section 104(b) Orders
| Section 104(d) Citations and Orders
| Section 110(b)(2) Violations
| Section 107(a) Orders
| Total Dollar Value of MSHA Assessme nts Proposed
| Total Number of Mining Related Fatalities
| Received Notice of Pattern of Violation s Under Section 104(e) | Received Notice of Potential to Have Pattern Under Section 104(e) | Legal Actions Pending as of Last Day of the Period | Legal Actions Initiated During Period
| Legal Actions Resolved During Period
|
Troy Mine, Inc. 24- 01467 | 0 | 0 | 0 | 0 | 0 | $22,348 | 0 | No | No | 8 | 1 | 2 |
Item 5: Other Information
Not Applicable
Item 6: Exhibits
(a) Exhibits:
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| REVETT MINERALS INC. |
| |
| |
Date: May 9, 2013 | By:/s/John Shanahan |
| John Shanahan |
| President and Chief Executive Officer |
| |
| |
Date: May 9, 2013 | By:/s/ Ken Eickerman |
| Ken Eickerman |
| Chief Financial Officer |
30