Attached files
file | filename |
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8-K/A - 8-K/A - McEwen Mining Inc. | a12-5663_38ka.htm |
EX-99.1 - EX-99.1 - McEwen Mining Inc. | a12-5663_3ex99d1.htm |
EXHIBIT 99.2
MCEWEN MINING INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2011
(in thousands)
The unaudited pro forma consolidated financial statements (the Pro Forma Financial Statements) have been derived from the historical consolidated financial statements of McEwen Mining and Minera Andes Inc. (Minera Andes), incorporated by reference within this note disclosure.
The unaudited pro forma consolidated statement of operations and comprehensive (loss) income (the Pro Forma Statements of Operations) for the year ended December 31, 2011 give effect to the acquisition as if it were completed on January 1, 2011. The unaudited pro forma consolidated balance sheet (the Pro Forma Balance Sheet) as at December 31, 2011 gives effect to the acquisition as if it were completed on December 31, 2011.
The historical consolidated financial statements have been adjusted in the Pro Forma Financial Statements to give effect to the pro forma events that are: (1) directly attributable to the acquisition and (2) factually supportable.
The Pro Forma Financial Statements do not reflect any cost savings (or associated costs to achieve such savings) from operating efficiencies or other restructuring that could result from the acquisition. Further, the Pro Forma Financial Statements do not reflect the effect of any regulatory actions that may impact the Pro Forma Financial Statements following completion of the acquisition.
The acquisition of Minera Andes common stock by McEwen Mining in the acquisition will be accounted for in accordance with the acquisition method of accounting and the regulations of the Securities Exchange Commission. The purchase price will be determined on the basis of the fair value at the acquisition date of the shares of McEwen Minings common stock issued upon completion of the acquisition. The completion of the acquisition took place on January 24, 2012. The New York Stock Exchange (NYSE) closing share price of McEwen Mining common stock on January 24, 2012 was $5.22. Minera Andes common shares outstanding on the closing date were exchangeable for 0.45 of a share of McEwen Mining-Minera Andes Acquisition Corp. (2012 Exchangeable Shares).
Assumptions and estimates underlying the Pro Forma Financial Statements are described in the accompanying notes, which should be read in conjunction with the Pro Forma Financial Statements. Since the Pro Forma Financial Statements have been prepared based on preliminary estimates, the final amounts recorded at the date of the acquisition may differ materially from the information presented. These estimates are subject to change pending further review of the fair value of assets acquired and liabilities assumed.
The Pro Forma Financial Statements have been presented for illustrative purposes only and are not necessarily indicative of the results of operations and financial position that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations and financial position of the combined company.
The following Pro Forma Financial Statements should be read in conjunction with:
· The accompanying notes to the Pro Forma Financial Statements;
· The audited financial statements of McEwen Mining as of and for the year ended December 31, 2011 contained in McEwen Minings Form 10-K; and
· The audited financial statements of Minera Andes as of and year ended December 31, 2011 contained in this filing.
MCEWEN MINING INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
For the year ended December 31, 2011
(in thousands)
|
|
|
|
|
|
Acquisition |
|
|
|
Pro Forma |
| ||||
|
|
McEwen Mining |
|
Minera Andes |
|
Adjustments |
|
Ref. |
|
Consolidated |
| ||||
|
|
a |
|
b |
|
c |
|
|
|
d = a + b + c |
| ||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
| ||||
Income on investment in Minera Santa Cruz S.A. |
|
$ |
|
|
$ |
46,819 |
|
$ |
(29,065 |
) |
4(a) |
|
$ |
17,754 |
|
Less amortization of deferred costs |
|
|
|
(1,837 |
) |
|
|
|
|
(1,837 |
) | ||||
|
|
|
|
44,982 |
|
(29,065 |
) |
|
|
15,917 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
COSTS AND EXPENSES: |
|
|
|
|
|
|
|
|
|
|
| ||||
General and administrative |
|
7,035 |
|
6,068 |
|
|
|
|
|
13,103 |
| ||||
Property holding costs |
|
3,464 |
|
97 |
|
|
|
|
|
3,561 |
| ||||
Exploration costs |
|
42,983 |
|
14,686 |
|
|
|
|
|
57,669 |
| ||||
Transaction costs |
|
3,893 |
|
3,200 |
|
|
|
4(b)(c) |
|
7,093 |
| ||||
Mine construction and development costs |
|
1,745 |
|
|
|
|
|
|
|
1,745 |
| ||||
Accretion of asset retirement obligation |
|
524 |
|
|
|
|
|
|
|
524 |
| ||||
Depreciation |
|
577 |
|
81 |
|
|
|
|
|
658 |
| ||||
Gain on sale of assets |
|
(36 |
) |
|
|
|
|
|
|
(36 |
) | ||||
Total costs and expenses |
|
60,185 |
|
24,132 |
|
|
|
|
|
84,317 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating (loss) income |
|
$ |
(60,185 |
) |
$ |
20,850 |
|
$ |
(29,065 |
) |
|
|
$ |
(68,400 |
) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
| ||||
Interest income |
|
94 |
|
163 |
|
|
|
|
|
257 |
| ||||
Interest expense |
|
108 |
|
|
|
|
|
|
|
108 |
| ||||
Gain on sale of gold and silver bullion |
|
2,075 |
|
|
|
|
|
|
|
2,075 |
| ||||
Unrealized loss on silver bullion |
|
(3,394 |
) |
|
|
|
|
|
|
(3,394 |
) | ||||
Gain on sale of marketable equity securities |
|
19 |
|
|
|
|
|
|
|
19 |
| ||||
Project loan interest expense |
|
|
|
(1,691 |
) |
|
|
|
|
(1,691 |
) | ||||
Project loan interest income |
|
|
|
1,691 |
|
|
|
|
|
1,691 |
| ||||
Unrealized gain on fair value of derivative liability |
|
|
|
6,119 |
|
|
|
|
|
6,119 |
| ||||
Foreign currency loss |
|
(769 |
) |
(590 |
) |
|
|
|
|
(1,359 |
) | ||||
Total other (expense) income |
|
(1,867 |
) |
5,692 |
|
|
|
|
|
3,825 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
(Loss) income before income tax |
|
(62,052 |
) |
26,542 |
|
(29,065 |
) |
|
|
(64,575 |
) | ||||
Income tax recovery |
|
180 |
|
|
|
|
|
4(a) |
|
180 |
| ||||
Net (loss) income |
|
(61,872 |
) |
26,542 |
|
(29,065 |
) |
|
|
(64,395 |
) | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
OTHER COMPREHENSIVE (LOSS) INCOME: |
|
|
|
|
|
|
|
|
|
|
| ||||
Unrealized loss on available-for-sale securities |
|
(1,546 |
) |
|
|
|
|
|
|
(1,546 |
) | ||||
Other Comprehensive (loss) income |
|
$ |
(63,418 |
) |
$ |
26,542 |
|
$ |
(29,065 |
) |
|
|
$ |
(65,941 |
) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic and diluted per share data: |
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss - basic and diluted |
|
$ |
(0.45 |
) |
|
|
|
|
|
|
$ |
(0.24 |
) | ||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
| ||||
- basic and diluted (note 5) |
|
137,046 |
|
|
|
|
|
|
|
264,377 |
|
MCEWEN MINING INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
As at December 31, 2011
(in thousands)
|
|
|
|
|
|
Acquisition |
|
|
|
Pro Forma |
| ||||
|
|
McEwen Mining |
|
Minera Andes |
|
Adjustments |
|
Ref. |
|
Consolidated |
| ||||
|
|
a |
|
b |
|
c |
|
|
|
d = a + b + c |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
| ||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalent |
|
$ |
13,416 |
|
$ |
34,249 |
|
$ |
|
|
|
|
$ |
47,665 |
|
Short-term investments |
|
3,933 |
|
4,916 |
|
|
|
|
|
8,849 |
| ||||
Marketable equity securities |
|
1,480 |
|
|
|
|
|
|
|
1,480 |
| ||||
Gold and silver bullion |
|
22,810 |
|
|
|
|
|
|
|
22,810 |
| ||||
Other current assets |
|
6,244 |
|
10,222 |
|
|
|
|
|
16,466 |
| ||||
Total current assets |
|
47,883 |
|
49,387 |
|
|
|
|
|
97,270 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Mineral property interests |
|
245,454 |
|
|
|
406,746 |
|
4(d) |
|
652,200 |
| ||||
Restrictive time deposits for reclamation bonding |
|
5,190 |
|
|
|
|
|
|
|
5,190 |
| ||||
Investment in Minera Santa Cruz S.A. |
|
|
|
87,648 |
|
131,639 |
|
4(e) |
|
219,287 |
| ||||
Property and equipment |
|
11,772 |
|
1,569 |
|
|
|
|
|
13,341 |
| ||||
Goodwill |
|
|
|
|
|
129,076 |
|
4(f) |
|
129,076 |
| ||||
Other assets |
|
56 |
|
|
|
|
|
|
|
56 |
| ||||
TOTAL ASSETS |
|
$ |
310,355 |
|
$ |
138,604 |
|
$ |
667,461 |
|
|
|
$ |
1,116,420 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
LIABILITIES & SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
| ||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
| ||||
Accounts payable and accrued liabilities |
|
$ |
5,612 |
|
$ |
4,978 |
|
$ |
1,415 |
|
4(b)(c) |
|
$ |
12,005 |
|
Current portion of asset retirement obligation |
|
512 |
|
|
|
|
|
|
|
512 |
| ||||
Total current liabilitiies |
|
6,124 |
|
4,978 |
|
1,415 |
|
|
|
12,517 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Asset retirement obligation, less current portion |
|
5,741 |
|
|
|
|
|
|
|
5,741 |
| ||||
Deferred income tax liability |
|
78,786 |
|
|
|
132,647 |
|
4(g) |
|
211,433 |
| ||||
Other liabilitiies |
|
400 |
|
|
|
|
|
|
|
400 |
| ||||
Total liabilities |
|
$ |
91,051 |
|
$ |
4,978 |
|
$ |
134,062 |
|
|
|
$ |
230,091 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
| ||||
Common stock |
|
$ |
613,831 |
|
203,000 |
|
$ |
464,815 |
|
4(h)(i)(j) |
|
$ |
1,281,646 |
| |
Accumulated deficit |
|
(393,238 |
) |
(69,374 |
) |
68,584 |
|
4(c)(k) |
|
(394,028 |
) | ||||
Accumulated other comprehensive loss |
|
(1,289 |
) |
|
|
|
|
|
|
(1,289 |
) | ||||
Total shareholders equity |
|
$ |
219,304 |
|
$ |
133,626 |
|
$ |
533,399 |
|
|
|
$ |
886,329 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
TOTAL LIABILITIES & SHAREHOLDERS EQUITY |
|
$ |
310,355 |
|
$ |
138,604 |
|
$ |
667,461 |
|
|
|
$ |
1,116,420 |
|
MCEWEN MINING INC.
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2011
1. BASIS OF PRESENTATION
The Pro Forma Statement of Operations for the year ended December 31, 2011 give effect to the acquisition as if it were completed on January 1, 2011. The Pro Forma Balance Sheet as at December 31, 2011 gives effect to the acquisition as if it were completed on December 31, 2011.
The Pro Forma Financial Statements have been derived from the historical consolidated financial statements of McEwen Mining and Minera Andes. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the Pro Forma Financial Statements. Since the Pro Forma Financial Statements have been prepared based upon preliminary estimates, the final amounts recorded at the date of the acquisition may differ materially from the information presented. These estimates are subject to change pending further review of the assets acquired and liabilities assumed.
The acquisition is reflected in the Pro Forma Financial Statements as being accounted for based on the acquisition method in accordance with ASC Topic 805, Business Combinations. Under the acquisition method, the fair value of the consideration transferred is calculated as described in Note 3 to the Pro Forma Financial Statements. In accordance with the accounting guidance for business combinations, the assets acquired and liabilities assumed have been measured at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurements utilize estimates based on key assumptions of the acquisition, including prior acquisition experience, benchmarking of similar acquisitions and historical and current market data. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final fair value of assets acquired and liabilities assumed will be determined after the acquisition is complete, which may differ materially from the information presented.
The Pro Forma Financial Statements do not reflect cost savings (or associated costs to achieve such savings) from operating efficiencies, synergies or other restructuring that could result from the acquisition.
2. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies used in the preparation of these Pro Forma Financial Statements are those set out in McEwen Minings audited consolidated financial statements for the year ended December 31, 2011. Minera Andes financial statements as at December 31, 2011 have been prepared in accordance with US GAAP, and are included in this document. Further accounting policy differences may be identified after consummation and integration of the proposed acquisition.
MCEWEN MINING INC.
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
As at December 31, 2011
3. BUSINESS ACQUISITION
On January 24, 2012, the Company completed through a court-approved plan of arrangement under Alberta law, the acquisition of Minera Andes Inc. (the Arrangement), under which Minera Andes became an indirect wholly-owned subsidiary of the Company. On the closing date of the Arrangement, holders of Minera Andes common stock received a number of 2012 - Exchangeable Shares, an indirect wholly-owned Canadian subsidiary of the Company, equal to the number of Minera Andes shares, multiplied by the exchange ratio of 0.45.
As a result of the Arrangement, the combined company is held approximately 52% by existing McEwen Mining shareholders and 48% by former Minera Andes shareholders. On a diluted basis, the combined company is held approximately 53% by existing McEwen Mining shareholders and 47% by former Minera Andes shareholders. The option life and vesting period of the McEwen Mining replacement stock option will not change from the option life granted under the Minera Andes option plan.
After closing of the Arrangement, the name of the Company was changed to McEwen Mining Inc. The Companys common stock began trading on the NYSE and TSX under the symbol MUX on January 27, 2012 and the 2012 - Exchangeable Shares began trading on the TSX under the symbol MAQ.
Robert R. McEwen, the Companys Chairman, President, Chief Executive Officer and largest shareholder and also the Chairman, President, Chief Executive Officer and largest shareholder of Minera Andes, proposed the Arrangement in 2011. In connection with the Arrangement, Mr. McEwen received approximately 38.7 million 2012 - Exchangeable Shares.
The Companys management and Board of Directors believes that the combination with Minera Andes is in the best interests of the Company and its shareholders because the combined company is expected to have a stronger combined cash position and balance sheet, sources of revenue, active mining operations, enhanced trading liquidity, a significant growth profile, industry leading costs, an expanded exploration program and additional technical expertise.
These Pro Forma Financial Statements assume the cost of the acquisition includes the fair value of the McEwen Mining common shares issued, based on the deemed issuance of 127.3 million 2012 - Exchangeable shares at a price of $5.22 per share and the issuance of replacement stock options valued at $3.1 million, totalling $667.8 million.
The value of the McEwen Mining common share was calculated using the January 24, 2012 NYSE closing share price of $5.22.
The McEwen Mining replacement stock options have been valued using the Black-Scholes option pricing model. The assumptions used in the Black-Scholes option pricing model are as follows: share price: $5.22, strike price: $1.45 - $3.32, dividend yield: 0%, years to maturity: 0.04 - 3.30, volatility: 46% - 77%, and forfeiture rate: 6.93%. These variables have been calculated using historical McEwen Mining data.
McEwen Mining has completed a preliminary estimate of the fair value of all identifiable assets acquired and liabilities assumed and the portion of the purchase price attributable to goodwill. The fair value of the assets acquired and liabilities assumed will ultimately be determined when Minera Andes financial results as at January 24, 2012 become available. For the purpose of this pro forma presentation, the fair values were estimated using Minera Andes net assets acquired as at December 31, 2011 and third party valuations on a preliminary basis. Therefore, it is likely that the fair value of the assets acquired and liabilities assumed will vary from those shown below, and the differences may be material.
MCEWEN MINING INC.
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
As at December 31, 2011
Below is the purchase price calculation:
Purchase Price |
|
|
| |
(in thousands) |
|
|
| |
|
|
|
| |
Value of 2012 Exchangeable Shares issued on acquisition |
|
$ |
664,670 |
|
Fair value of McEwen Mining replacement stock options |
|
3,145 |
| |
|
|
$ |
667,815 |
|
Net Assets Acquired as at December 31, 2011: |
|
Fair Value |
| |
|
|
(in thousands) |
| |
|
|
|
| |
Cash and cash equivalents |
|
$ |
34,249 |
|
Short term investments |
|
4,916 |
| |
Other current assets |
|
10,222 |
| |
Exploration and evaluative assets |
|
|
| |
Los Azules |
|
340,000 |
| |
Santa Cruz |
|
66,746 |
| |
Investment in Minera Santa Cruz S.A. |
|
219,287 |
| |
Equipment |
|
1,569 |
| |
Accounts payable |
|
(5,603 |
) | |
Deferred income tax liability (on acquisition) |
|
(132,647 |
) | |
Goodwill |
|
129,076 |
| |
|
|
$ |
667,815 |
|
4. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS
The following adjustments are differences resulting from the application of the preliminary estimated purchase price allocation:
a) To record the amortization, net of tax, on the fair value increment on Minera Andes 49% equity investment in Minera Santa Cruz S.A.
b) To record Minera Andes estimated transaction costs, which are estimated to be $3.8 million, and include: legal, special committee, fairness opinion, accounting review and tax, and proxy distribution and solicitation fees. As at December 31, 2011, Minera Andes has incurred and expensed $3.2 million of these fees.
c) To record McEwen Minings transaction costs. The estimated transaction costs are $4.7 million, and include: legal, special committee, fairness opinion, asset valuation, accounting review and tax, and proxy distribution and solicitation fees. As at December 31, 2011, McEwen Mining has incurred and expensed $3.9 million of these fees.
d) To record the fair value increment on mineral property interests held by Minera Andes.
e) To record the fair value increment on Minera Andes 49% equity investment in Minera Santa Cruz S.A.
f) To record goodwill, which is measured as the excess of the purchase price over the fair value of Minera Andes net assets.
g) To record deferred tax liabilities associated with the fair value adjustments on Minera Andes mineral property interests.
MCEWEN MINING INC.
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
As at December 31, 2011
h) To remove the historic common stock value of Minera Andes.
i) To record the 127.3 million 2012 Exchangeable Shares issued at $5.22 to acquire the 282.9 million Minera Andes common shares outstanding as at December 31, 2011.
j) To record the fair value of McEwen Mining replacement options issued to Minera Andes option holders, calculated using the Black Scholes option pricing model.
k) To remove the historic accumulated deficit balance of Minera Andes.
5. PRO FORMA EARNINGS PER SHARE
(in thousands)
Outstanding Common Shares, December 31, 2011 |
|
|
|
McEwen Mining common shares outstanding, December 31, 2011 |
|
139,753 |
|
McEwen Mining common shares issued in exchange for Minera Andes common shares |
|
127,331 |
|
Consolidated common shares outstanding, December 31, 2011 |
|
267,084 |
|
|
|
|
|
Diluted Common Shares, December 31, 2011 |
|
|
|
McEwen Mining stock options outstanding, December 31, 2011 |
|
3,870 |
|
Equivalent McEwen Mining stock options outstanding for previous Nevada Pacific Gold option holders |
|
395 |
|
Replacement McEwen Mining stock options issued in exchange for Minera Andes stock options |
|
1,736 |
|
Consolidated diluted shares outstanding, December 31, 2011 |
|
273,085 |
|
|
|
|
|
Weighted Average McEwen Mining Common Shares Outstanding, December 31, 2011 - Basic and Diluted |
|
|
|
Weighted average McEwen Mining common shares outstanding, December 31, 2011 |
|
137,046 |
|
McEwen Mining common shares issued in exchange for Minera Andes common shares |
|
127,331 |
|
Consolidated weighted average shares outstanding, December 31, 2011 |
|
264,377 |
|