Marigold Mine
Condensed Interim Financial Statements
For the three months ended March 31, 2014 and 2013
(unaudited)
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Marigold Mine |
Condensed Interim Financial Statements for the three months ended March 31, 2014 |
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CONTENTS
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| Financial Statements |
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| Notes to the Financial Statements |
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| Statements of Financial Position |
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| Statements of Comprehensive (Loss) Income |
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| Additional Disclosures |
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Marigold Mine |
Condensed Interim Statements of Financial Position |
(expressed in thousands of United States dollars) |
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| Note | March 31 |
| December 31 |
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| | 2014 |
| 2013 |
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| | $ |
| $ |
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Current assets | | | |
Cash and cash equivalents | | 25,529 |
| 11,605 |
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Prepaid expenses and other current assets | 3 | 10,742 |
| 8,749 |
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Inventory | 4 | 96,029 |
| 106,084 |
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| | 132,300 |
| 126,438 |
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Non-current assets | | | |
Property, plant and equipment | | 197,097 |
| 196,954 |
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Related party receivable | 5 | — |
| 63,180 |
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Total assets | | 329,397 |
| 386,572 |
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Current liabilities | | | |
Trade and other payables | 6 | 20,127 |
| 21,546 |
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Related party payable | 5 | 9,097 |
| — |
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| | 29,224 |
| 21,546 |
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Non-current liabilities | | | |
Deferred income tax liabilities | | 1,335 |
| 1,348 |
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Close down and restoration provision | | 27,025 |
| 25,873 |
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Total liabilities | | 57,584 |
| 48,767 |
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Shareholder's and venturer's equity | | | |
Share capital | 7 | 2,216 |
| 2,216 |
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Contributed surplus | 7 | 19,700 |
| 19,700 |
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Retained earnings | 7 | 249,897 |
| 315,889 |
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Total shareholder's and venturer's equity | | 271,813 |
| 337,805 |
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Total liabilities and equity | | 329,397 |
| 386,572 |
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Events after the reporting date (note 11) | | | |
The accompanying notes are an integral part of the financial statements
Approved by the Board of Directors of Marigold Mining Company and authorized for issue on June 18, 2014
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“John Smith” | | “Gregory Martin” |
John Smith, Director | | Gregory Martin, Director |
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Marigold Mine |
Condensed Interim Statements of Comprehensive (Loss) Income |
(expressed in thousands of United States dollars, except per share amounts) |
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| Note | Three months ended March 31 | |
| | 2014 |
| 2013 |
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| | $ |
| $ |
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Revenue | | 44,725 |
| 77,204 |
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Cost of sales | 8 | (49,640 | ) | (45,508 | ) |
(Loss) income from mine operations | | (4,915 | ) | 31,696 |
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Administration expenses | | (187 | ) | (492 | ) |
Exploration and evaluation expenses | | (98 | ) | (274 | ) |
Operating (loss) income | | (5,200 | ) | 30,930 |
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Accretion expense | | (258 | ) | (189 | ) |
Other (expense) | | (710 | ) | (392 | ) |
(Loss) before tax | | (6,168 | ) | 30,349 |
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Income tax recovery (expense) | | 3,006 |
| (4,404 | ) |
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Net (loss) income and net (loss) income attributable to shareholder and venturer | | (3,162 | ) | 25,945 |
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Total comprehensive (loss) income | | (3,162 | ) | 25,945 |
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The accompanying notes are an integral part of the financial statements
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Marigold Mine |
Condensed Interim Statements of Changes in Shareholder's and Venturer's Equity |
(expressed in thousands of United States dollars) |
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| | Common Shares | Contributed |
| Retained |
| Total shareholder's |
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| | Shares |
| Amount |
| surplus |
| earnings |
| and venturer's equity |
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| | | $ |
| $ |
| $ |
| $ |
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Balance, January 1, 2013 | | 625 |
| 2,216 |
| 19,700 |
| 338,781 |
| 360,697 |
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Total comprehensive income for the period | | — |
| — |
| — |
| 25,945 |
| 25,945 |
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Balance, March 31, 2013 | | 625 |
| 2,216 |
| 19,700 |
| 364,726 |
| 386,642 |
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Balance January 1, 2014 | | 625 |
| 2,216 |
| 19,700 |
| 315,889 |
| 337,805 |
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Dividend | | — |
| — |
| — |
| (61,739 | ) | (61,739 | ) |
Venturer distributions - Barrick | | — |
| — |
| — |
| (1,091 | ) | (1,091 | ) |
Total comprehensive (loss) for the period | | — |
| — |
| — |
| (3,162 | ) | (3,162 | ) |
Balance, March 31, 2014 | | 625 |
| 2,216 |
| 19,700 |
| 249,897 |
| 271,813 |
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The accompanying notes are an integral part of the financial statements
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Marigold Mine |
Condensed Interim Statements of Cash Flows |
(expressed in thousands of United States dollars) |
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| Note | Three months ended March 31 | |
| | 2014 |
| 2013 |
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| | $ |
| $ |
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Cash flows from operating activities | | |
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Net (loss) income for the period | | (3,162 | ) | 25,945 |
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Adjustments for: | | |
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Depreciation, depletion and amortization | | 6,210 |
| 6,889 |
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Accretion expense | | 258 |
| 189 |
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Other (income) loss | | (37 | ) | 374 |
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Pad inventory write-down to net realizable value | | 5,697 |
| — |
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Income tax (recovery) expense | | (3,006 | ) | 4,404 |
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Net changes in non-cash working capital items | 10 | 17,193 |
| (484 | ) |
Cash generated in operating activities before income taxes paid | | 23,153 |
| 37,317 |
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Income taxes paid | | (2,071 | ) | (1,542 | ) |
Cash generated in operating activities | | 21,082 |
| 35,775 |
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Cash flows from investing activities | | |
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Mineral property expenditures | | (6,067 | ) | (32,338 | ) |
Cash (used) by investing activities | | (6,067 | ) | (32,338 | ) |
Cash flows from financing activities | | |
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Venturer distributions | | (1,091 | ) | — |
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Cash generated (used) by financing activities | | (1,091 | ) | — |
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Increase in cash and cash equivalents | | 13,924 |
| 3,437 |
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Cash and cash equivalents, beginning of period | | 11,605 |
| 56,627 |
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Cash and cash equivalents, end of period | | 25,529 |
| 60,064 |
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Supplemental cash flow information (note 10)
The accompanying notes are an integral part of the financial statements
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Marigold Mine |
Notes to the Condensed Interim Financial Statements |
For the three months ended March 31, 2014 |
(tabular amounts expressed in thousands of United States dollars unless otherwise stated) |
The Marigold Mine constitutes the Marigold Mining Company (“MMC”), and the 100% beneficial interest in the assets and liabilities of the Marigold Venture. Goldcorp Inc. (“Goldcorp”) owned all of the issued and outstanding shares of MMC which in turn had a 66 2/3% interest in the Marigold Venture, and Barrick Gold Corporation (“Barrick”) owned a 33 1/3% interest in the Marigold Venture. These financial statements comprise the assets, liabilities, and results of operations of the Marigold Mine. Certain costs relating to the Marigold Mine are borne by the shareholder and are not refunded by the Marigold Mine. The financial statements do not include these costs.
The Marigold Mine ("we", "us" or "our") is a venture arranged and domiciled in Nevada, U.S.A. We are principally engaged in the operation of an open-pit gold mine located in Humboldt County, Nevada, U.S.A. that has been in continuous production since 1988. Our strategic focus is to optimize gold production from the mine.
On April 4, 2014, Silver Standard Resources Inc. (“Silver Standard”) acquired all of the issued and outstanding shares of MMC from Goldcorp as well as Barrick’s 33 1/3% interest in the Marigold Venture, thereby obtaining full legal and beneficial ownership of the Marigold Mine (note 11).
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2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The principal accounting policies applied in the preparation of these condensed interim financial statements are set out below.
These condensed interim financial statements should be read in conjunction with our audited annual financial statements for the year ended December 31, 2013.
These condensed interim financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC"). The comparative information has also been prepared on this basis.
The policies applied in these condensed interim financial statements are based on International Financial Reporting Standards ("IFRS") and were approved as of June 18, 2014, the date the Board of Directors of MMC approved the statements.
b)Pronouncements affecting our financial statements presentation or disclosure
The following new and amended IFRS pronouncement were adopted during the three months ended March 31, 2014:
Levies imposed by governments
IFRIC 21, Levies (“IFRIC 21”), an interpretation of IAS 37, Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”), on the accounting for levies imposed by governments, was effective for annual periods beginning on January 1, 2014. IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past event (“obligating event”). IFRIC 21 clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy. This did not have any significant impact on our current accounting for levies imposed by governments.
Impairment of assets
IAS 36, Impairment of assets, was amended to clarify disclosure requirements when recoverable amount is determined based on fair value less costs of disposal. The amendment was effective for annual periods beginning on January 1, 2014 and does not have a material impact on our financial statements.
Revenue from contracts with customers
The IASB has replaced IAS 18 - Revenue in its entirety with IFRS 15 - Revenue from contracts with customers (“IFRS 15”) which is intended to establish a new control-based revenue recognition model and change the basis for deciding whether revenue is to be recognized over time or at a point in time. IFRS 15 is effective for annual periods commencing on or after January 1, 2017. We are currently evaluating the impact the standard is expected to have on our financial statements.
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Marigold Mine |
Notes to the Condensed Interim Financial Statements |
For the three months ended March 31, 2014 |
(tabular amounts expressed in thousands of United States dollars unless otherwise stated) |
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2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) |
Significant accounting judgments and estimates
The preparation of financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the condensed interim financial statements and related notes. There have been no significant changes to our significant accounting judgments and estimates from those disclosed in note 2 of the audited annual financial statements for the year ended December 31, 2013.
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3. | PREPAID EXPENSES AND OTHER CURRENT ASSETS |
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| March 31, 2014 |
| December 31, 2013 |
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| $ |
| $ |
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Prepaid expenses | 10,687 |
| 8,681 |
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Other current assets | 55 |
| 68 |
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| 10,742 |
| 8,749 |
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| March 31, 2014 |
| December 31, 2013 |
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| $ |
| $ |
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Bullion finished goods | 3,145 |
| 5,790 |
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Materials and supplies | 18,737 |
| 20,625 |
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Pad inventory | 74,147 |
| 79,669 |
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| 96,029 |
| 106,084 |
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As at March 31, 2014, we assessed that the carrying value of our inventory exceeded its Net Realizable Value ("NRV"), and recorded a NRV write-down of pad inventory of $5,697,000 (2013 - $nil). Inventory held at NRV at March 31, 2014 was $74,147,000 (December 31, 2013 - $nil).
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5. | RECEIVABLE FROM AND PAYABLE TO RELATED PARTY |
As at March 31, 2014 we had a balance payable to Goldcorp of $9,097,000 (December 31, 2013 - balance receivable from Goldcorp of $63,180,000). The balance is unsecured and without interest or fixed terms of repayment. During the three months ended March 31, 2014, the balance receivable as at December 31, 2013 was settled in full through a dividend of $61,739,000.
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Marigold Mine |
Notes to the Condensed Interim Financial Statements |
For the three months ended March 31, 2014 |
(tabular amounts expressed in thousands of United States dollars unless otherwise stated) |
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6. | TRADE AND OTHER PAYABLES |
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| March 31, 2014 |
| December 31, 2013 |
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| $ |
| $ |
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Trade payables | 9,149 |
| 6,094 |
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Accrued liabilities | 12,122 |
| 13,427 |
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Income taxes (receivable) payable | (1,475 | ) | 1,821 |
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Derivative liabilities | 8 |
| 56 |
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Current portion of close down and restoration provision | 323 |
| 148 |
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| 20,127 |
| 21,546 |
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7. | COMMON SHARES AND VENTURER'S EQUITY |
The equity presented in these financial statements represents the share capital, contributed surplus, and retained earnings of MMC (including accumulated distributions to Goldcorp and its predecessors which are reflected as distributions and dividends from retained earnings) as well as 100% of the net assets of the Marigold Venture (including accumulated distributions to Barrick and its predecessors which are reflected as venturer’s distributions).
The authorized capital of the Marigold Mining Company consists of 2,500 shares with no par value and 2,500,000 shares with a par value of $1. All or any of the par value shares may be designated as common shares or preferred shares at the discretion of the board of directors.
The issued capital of the Marigold Mining Company consists of 625 shares as at March 31, 2014 and December 31, 2013.
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| Three months ended March 31 | |
| 2014 |
| 2013 |
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| $ |
| $ |
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Cost of inventory | 37,733 |
| 38,619 |
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Depletion, depreciation and amortization | 6,210 |
| 6,889 |
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Inventory write-down to NRV (note 4) | 5,697 |
| — |
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| 49,640 |
| 45,508 |
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Marigold Mine |
Notes to the Condensed Interim Financial Statements |
For the three months ended March 31, 2014 |
(tabular amounts expressed in thousands of United States dollars unless otherwise stated) |
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9. | FAIR VALUE MEASUREMENTS |
The carrying values of cash and cash equivalents, related party receivables and other current assets, and trade and other payables, approximate their fair values due to their short maturity.
Assets and liabilities that are held at fair value are categorized based on a valuation hierarchy which is determined by the valuation methodology utilized:
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| Fair value at March 31, 2014 | Fair value at December 31, 2013 |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
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| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
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Recurring measurements | | | | | | | | |
Derivative asset | — |
| 8 |
| — |
| 8 |
| — |
| 56 |
| — |
| 56 |
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Derivative liabilities | — |
| (8 | ) | — |
| (8 | ) | — |
| (56 | ) | — |
| (56 | ) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
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Non-recurring measurements | | | | | | | | |
Property, plant and equipment | — |
| — |
| — |
| — |
| — |
| — |
| 196,954 |
| 196,954 |
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| — |
| — |
| — |
| — |
| — |
| — |
| 196,954 |
| 196,954 |
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Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 – inputs for an asset or liability that are not based on observable market data (unobservable inputs)
There were no transfers between Level 1 and Level 2 or transfers into and out of Level 3 during the three months ended March 31, 2014 or 2013.
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10. | SUPPLEMENTAL CASH FLOW INFORMATION |
Changes in working capital items during the three months ended March 31, 2014 and 2013 are as follows:
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| Three months ended March 31 | |
| 2014 |
| 2013 |
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| $ |
| $ |
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Prepaid expenses and other current assets | 78 |
| (3,508 | ) |
Inventory | 6,085 |
| 5,202 |
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Related party receivable and payable | 10,537 |
| (129 | ) |
Trade and other payables | 493 |
| (2,049 | ) |
| 17,193 |
| (484 | ) |
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Marigold Mine |
Notes to the Condensed Interim Financial Statements |
For the three months ended March 31, 2014 |
(tabular amounts expressed in thousands of United States dollars unless otherwise stated) |
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11. | EVENTS AFTER THE REPORTING DATE |
On April 4, 2014, Silver Standard acquired the Marigold Mine from subsidiaries of Goldcorp and Barrick for a purchase price of $275,000,000 subject to a net working capital adjustment. As a result of the acquisition, Silver Standard became our ultimate parent, and our financial position, results of operations, and cash flows will be reflected in Silver Standard’s consolidated financial statements as of April 4, 2014, subject to fair value adjustments as required by purchase accounting.