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10-K/A - 10-K/A - McEwen Mining Inc.a14-10675_110ka.htm
EX-32 - EX-32 - McEwen Mining Inc.a14-10675_1ex32.htm
EX-31.1 - EX-31.1 - McEwen Mining Inc.a14-10675_1ex31d1.htm
EX-31.2 - EX-31.2 - McEwen Mining Inc.a14-10675_1ex31d2.htm
EX-23.2 - EX-23.2 - McEwen Mining Inc.a14-10675_1ex23d2.htm

Exhibit 99.1

 

Report of Independent Auditors

 

To the Board of Directors of Minera Santa Cruz S.A.:

 

We have audited the accompanying financial statements of Minera Santa Cruz S.A. which comprise the balance sheet as of December 31, 2012, and the related statements of income, changes in stockholders’ equity and cash flows for the year then ended, and the related notes to the financial statements, which, as described in Note 2 to the financial statements, have been prepared on the basis of accounting principles generally accepted in Argentina.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in conformity with generally accepted accounting principles in Argentina; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Minera Santa Cruz S.A. as of December 31, 2012, and the results of its operations and its cash flows for the year then ended, in accordance with accounting principles generally accepted in Argentina.

 

Emphasis of Matter

 

As discussed in Note 2 to the financial statements, the Company prepares its financial statements in accordance with accounting principles generally accepted in Argentina, which differ from accounting principles generally accepted in the United States of America (see note 9 to the financial statements). Our opinion is not modified with respect to this matter.

 

City of Buenos Aires, Argentina

April 25, 2014

 

 

PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.

 

 

Member of Ernst & Young Global

 

 

/S/ ENRIQUE GROTZ

 

 

1



 

MINERA SANTA CRUZ SA

BALANCE SHEETS

AT DECEMBER 31, 2012 AND 2011

(Stated in Argentine pesos — see Note 2.II)

 

 

 

2012

 

2011

 

 

 

 

 

(Unaudited)

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash on hand and in bank (Note 3.a)

 

85,294,273

 

84,772,691

 

Investments (Note 3.b)

 

30,403,665

 

138,052,356

 

Trade receivables (Exhibit IV)

 

188,669,951

 

120,756,570

 

Other receivables (Note 3.c)

 

146,180,585

 

91,402,513

 

Inventories (Note 3.d)

 

65,275,344

 

22,256,663

 

Materials

 

69,861,398

 

85,463,912

 

Total current assets

 

585,685,216

 

542,704,705

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

Other receivables (Note 3.c)

 

31,601,527

 

28,862,347

 

Property, plant and equipment (Exhibit I)

 

756,648,911

 

622,133,343

 

Intangible assets (Exhibit II)

 

174,008,400

 

182,076,437

 

Total non-current assets

 

962,258,838

 

833,072,127

 

Total assets

 

1,547,944,054

 

1,375,776,832

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Accounts payable (Note 3.e)

 

85,193,523

 

99,489,730

 

Payroll and social security taxes (Note 3.f)

 

65,595,660

 

49,582,849

 

Taxes payable (Note 3.g)

 

133,904,517

 

28,966,116

 

Other liabilities (Note 3.h)

 

 

3,796,790

 

Loans (Exhibit IV)

 

 

166,528,894

 

Dividends payable (Note 4)

 

21,863,941

 

83,199,256

 

Total current liabilities

 

306,557,641

 

431,563,635

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Payroll and social security taxes (Note 3.f)

 

4,057,999

 

2,954,416

 

Other liabilities (Note 3.h)

 

244,900,771

 

194,800,040

 

Reserves (Exhibit III)

 

7,991,305

 

4,052,153

 

Total non-current liabilties

 

256,950,075

 

201,806,609

 

Total liabilities

 

563,507,716

 

633,370,244

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY (Per corresponding statements)

 

984,436,338

 

742,406,588

 

Total liabilities and shareholders’ equity

 

1,547,944,054

 

1,375,776,832

 

 

The accompanying Notes 1 to 10 and Exhibits I to VII are an integral part of these financial statements.

 

2



 

MINERA SANTA CRUZ SA

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Stated in Argentine pesos — see Note 2.II)

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

Sales (Note 3.i)

 

1,441,039,291

 

1,351,998,246

 

870,216,939

 

Costs of sales (Exhibit VII)

 

(655,685,510

)

(517,193,173

)

(410,180,181

)

Gross profit

 

785,353,781

 

834,805,073

 

460,036,758

 

Exploration expenses (Exhibit VI)

 

(29,878,857

)

(7,931,335

)

(9,216,801

)

Administrative expenses (Exhibit VI)

 

(50,039,359

)

(46,202,785

)

(36,884,881

)

Selling expenses (Exhibit VI)

 

(152,915,637

)

(131,204,650

)

(81,474,786

)

Financial expenses and holding losses, net (Note 3.j)

 

(24,462,601

)

(58,471,211

)

(106,858,783

)

Other income (expenses), Net (Note 3.k)

 

6,552,983

 

(6,991,217

)

(3,264,450

)

Income before income tax

 

534,610,310

 

584,003,875

 

222,337,057

 

Income tax (Note 2.III.i)

 

(175,716,617

)

(194,457,399

)

(60,856,088

)

Net income

 

358,893,693

 

389,546,476

 

161,480,969

 

 

The accompanying Notes 1 to 10 and Exhibits I to VII are an integral part of these financial statements.

 

3



 

MINERA SANTA CRUZ SA

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

(Stated in Argentine pesos — see Note 2 II)

 

 

 

2012

 

 

 

 

 

Shareholders’ contributions

 

 

 

 

 

 

 

Capital

 

Adjustment

 

 

 

 

 

 

 

 

 

stock

 

to capital

 

Irrevocable

 

 

 

 

 

 

 

(Note 5)

 

stock

 

contributions

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at beginning of the year

 

344,756,530

 

14,367

 

15,167

 

344,786,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As decided by the Extraordinary Shareholders’ Meeting of December 19, 2011:

 

 

 

 

 

 

 

 

 

 

 

- Dividend distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As decided by the Ordinary Shareholders’ Meeting of May 17, 2012:

 

 

 

 

 

 

 

 

 

 

 

- Appropriation to Legal reserve

 

 

 

 

 

 

 

- Appropriation to Facultative reserve

 

 

 

 

 

 

 

- Dividend distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

Balances at the end of the year

 

344,756,530

 

14,367

 

15,167

 

344,786,064

 

 

 

 

 

 

2012

 

2011

 

 

 

Retained earnings

 

 

 

 

 

 

 

 

 

 

 

Unappropriated

 

 

 

(Unaudited)

 

 

 

Legal

 

Facultative

 

retained

 

 

 

 

 

 

 

reserve

 

reseve

 

earnings

 

Total

 

Total

 

Balances at beginning of the year

 

8,074,048

 

 

389,546,476

 

742,406,588

 

436,059,368

 

 

 

 

 

 

 

 

 

 

 

 

 

As decided by the Extraordinary Shareholders’ Meeting of December 19, 2011:

 

 

 

 

 

 

 

 

 

 

 

- Dividend distribution

 

 

 

 

 

(83,199,256

)

 

 

 

 

 

 

 

 

 

 

 

 

As decided by the Ordinary Shareholders’ Meeting of May 17, 2012:

 

 

 

 

 

 

 

 

 

 

 

- Appropriation to Legal reserve

 

19,477,324

 

 

(19,477,324

)

 

 

- Appropriation to Facultative reserve

 

 

253,205,209

 

(253,205,209

)

 

 

- Dividend distribution

 

 

 

(116,863,943

)

(116,863,943

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

358,893,693

 

358,893,693

 

389,546,476

 

Balances at the end of the year

 

27,551,372

 

253,205,209

 

358,893,693

 

984,436,338

 

742,406,588

 

 

The accompanying Notes 1 to 10 and Exhibits I to VII are an integral part of these financial statements.

 

4



 

MINERA SANTA CRUZ SA

STATEMENTS OF CASH FLOWS (1)

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Stated in Argentine pesos — see Note 2 II)

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

 

Cash and Cash Equivalents at the beginning of the year

 

222,825,047

 

209,088,730

 

92,086,435

 

Cash and Cash Equivalents at the end of the year

 

115,697,938

 

222,825,047

 

209,088,730

 

(Decrease) increase in Cash and Cash Equivalents

 

(107,127,109

)

13,736,317

 

117,002,295

 

 

 

 

 

 

 

 

 

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net income

 

358,893,693

 

389,546,476

 

161,480,969

 

 

 

 

 

 

 

 

 

Income tax

 

175,716,617

 

194,457,399

 

60,856,088

 

Accrued interest payable

 

 

824,894

 

29,877,095

 

Unrealized foreign exchange differences

 

 

3,860,500

 

29,513,127

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash flows provided by operating activities:

 

 

 

 

 

 

 

Depreciation of fixed assets

 

213,705,022

 

152,858,685

 

127,360,716

 

Amortization of intangible assets

 

11,082,835

 

11,362,449

 

16,338,960

 

Provision for commitments and contingencies

 

3,942,213

 

(3,762,929

)

22,205,048

 

Net book value decrease of property, plant and equipment

 

1,808,505

 

3,002,657

 

368,690

 

(Decrease) / increase in provision for impairment of construction-in-progress assets

 

(847,425

)

1,139,822

 

5,326,830

 

Impairment of materials

 

11,768,346

 

3,258,422

 

 

Customs benefits

 

(10,416,635

)

(13,556,193

)

(7,359,198

)

Allowance for doubtful tax receivables

 

 

35,293

 

3,804,482

 

(Decrease) / increase in fair value of assets and liabilities due to change in discounting

 

(1,635,809

)

3,510,967

 

2,152,762

 

 

 

764,017,362

 

746,538,442

 

451,925,569

 

 

 

 

 

 

 

 

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

– Increase in trade receivables

 

(67,913,381

)

(25,432,666

)

(30,597,932

)

– Increase in other receivables

 

(45,464,808

)

(7,455,898

)

3,730,069

 

– (Increase) / Decrease in inventories

 

(43,018,681

)

145,676

 

(7,724,412

)

– Decrease / (Increase) in materiales

 

3,834,168

 

(26,584,782

)

(19,425,145

)

– (Decrease) / Increase in accounts payable

 

(14,296,207

)

34,027,444

 

23,077,671

 

– Increase in payroll and social security taxes

 

17,116,394

 

21,771,232

 

16,503,310

 

– (Decrease) / Increase in taxes payable

 

(35,600,159

)

13,347,152

 

11,761,023

 

– Payments of lawsuits and other contingencies

 

(3,061

)

(19,423,634

)

(2,379,466

)

– Increase / (Decrease) in other liabilities

 

25,387,824

 

(1,192,256

)

(8,646

)

Payment of income taxes

 

(14,261,940

)

 

 

Net cash flows provided by operating activities

 

589,797,511

 

735,740,710

 

446,862,041

 

 

 

 

 

 

 

 

 

Cash Flows Used in Investing Activities:

 

 

 

 

 

 

 

Acquisitions of fixed assets and intangible assets

 

(352,196,468

)

(273,555,021

)

(216,871,852

)

Net cash flows used in investing activities

 

(352,196,468

)

(273,555,021

)

(216,871,852

)

 

 

 

 

 

 

 

 

Cash Flows Used in Financing Activities:

 

 

 

 

 

 

 

Payment of loans

 

 

(530,424,995

)

(116,513,372

)

(Decrease) / Increase in financing loans

 

(166,528,894

)

81,975,623

 

3,525,478

 

Payment of dividends

 

(178,199,258

)

 

 

Net cash flows used in financing activities

 

(344,728,152

)

(448,449,372

)

(112,987,894

)

Net decrease/increase in Cash and Cash Equivalents

 

(107,127,109

)

13,736,317

 

117,002,295

 

 


(1) Cash and Cash Equivalents includes cash in bank and investments with original maturities of less than three months

 

The accompanying Notes 1 to 10 and Exhibits I to VII are an integral part of these financial statements.

 

5



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

1.                   PURPOSE AND BUSINESS OF THE COMPANY

 

Minera Santa Cruz S.A. (the “Company”) was incorporated in 2001 in order to, on its own, by means of third parties or in association with third parties, engage in the exploration, mining, extraction and processing of minerals and the marketing of the derived products and byproducts.

 

The Company owns 18 Minas (approved mining claims) and 32 Manifestaciones de Descubrimiento (claims that are in the application process for mining claim status), all of which are located in the Province of Santa Cruz. There are several mineralized structures on these properties, identified through geophysical surveys and diamond drilling.

 

In order to maintain its current right to mining concessions, the Company is required to pay a semi-annual mining royalty to the Province of Santa Cruz.

 

The Company’s activities are focused on the exploration and exploitation of the “San José” project.The commissioning of the processing plant took place in September 2007.

 

Until October 2008, the processing plant had a production capacity of 750 tonnes per day. Subsequent to this, the production capacity was increased to 1,500 tonnes per day.

 

Moreover, the feasibility study was presented in November 2005 at the Ministry of Mining. Additionally, the environmental impact study submitted to the Provincial Mining of Santa Cruz in November 2005, was approved in March 2006 by the authorities. Its biannual update was submitted, the first one in 2008, the second one, in 2010 and the third one in 2012.

 

The project has shown sufficient potential to continue operation in the areas of interest with a remaining mine life of approximately 12 years. According to the studies performed, the operation is economically viable and the carrying value of the Company’s assets does not exceed their recoverable value.

 

2.                   SIGNIFICANT ACCOUNTING POLICIES

 

I.               Generally accepted accounting principles

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in effect in Argentina (“Argentine GAAP”).

 

I.a)     Judgments, estimates and significant accounting assumptions

 

The preparation of financial statements in accordance with Argentine GAAP requires the development and consideration by management of judgments, estimates and significant accounting assumptions that affect the reported balances of assets and liabilities, income and expenses, as well as the determination and disclosure of contingent assets and liabilities at the date of such statements. In this sense, the uncertainty associated with the estimates and

 

6



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

assumptions used could result in future final results which could differ from those estimates and require significant adjustments to the reported balances of assets and liabilities affected.

 

I.b)     Measurement issues not covered by Argentine GAAP: Application of supplementary regulatory sources

 

Measurement issues not covered by Argentine GAAP can be resolved by (i) the use of specific accounting standards dealing with similar and related issues (unless such standard prohibits its application in the particular case being considered, or it has been indicated that the accounting treatment it establishes should not be applied by analogy to other cases), (ii) the application of accounting measurement standards in general, and (iii) the application of concepts included in the Conceptual Framework of Argentine GAAP, in the order of priority as indicated above.

 

When the resolution of the issue is not evident based on the above-mentioned sources, the following may be considered, in descending order of priority, on a supplementary basis for the management to make a judgment and develop appropriate accounting policies: (i) International Financial Reporting Standards (IFRS) and interpretations that have been approved and issued by the International Accounting Standards Board (IASB); and (ii) in no particular order, the most recent pronouncements of other issuers that use a similar conceptual framework to issue accounting standards, accepted industry practices and accounting doctrine, provided that the extra sources used do not conflict with the regulatory sources listed in the previous paragraph, and until the Argentine Federation of Professional Councils in Economic Sciences (“FACPCE”) issues a standard covering the measurement issue in question.

 

II.          Restatement in constant currency

 

The Company’s financial statements recognize the variations in the currency purchasing power until February 28, 2003, having discontinued the incorporation of adjustments to reflect such variations as of that date, in accordance with the provisions set forth in Argentine GAAP and as required by Presidential Decree No. 664/2003.

 

However, as observed in recent years, there continues to exist significant fluctuations in the price of the relevant economic variables affecting the Company’s business, such as wage costs, prices of key raw materials and foreign exchange rates, even though such fluctuations have not reached levels leading professional and regulatory bodies to reinstate an obligation to apply the adjustments mentioned above. However, these fluctuations still affect the financial position and results of the Company and, therefore, the information provided in these financial statements. As such, these fluctuations should be taken into account in the interpretation of the financial position and results of operations presented by the Company in these financial statements.

 

7



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

III.     Valuation Criteria

 

The main valuation criteria used by the Company are as follows:

 

a)             Cash and cash equivalents, and balances with companies in accordance with Article 33, Law No. 19,550 and related parties.

 

·                  In local currency: at nominal value.

 

·                  In foreign currency: at nominal value, converted at the prevailing exchange rates using the year-end date as settlement date.

 

Receivables from and payables to Companies in accordance with Article 33 of Law 19,550 and related parties have been valued in accordance with conditions agreed upon for each transaction and include, if applicable, the accrued amount up to the end of each financial year presented in these financial statements.

 

b)             Investments

 

·                  In local currency: corresponds to government securities valued at market value less estimated selling costs.

 

·                  In foreign currency: corresponds to deposits valued at nominal value plus financial income accrued at the end of each year, converted at the prevailing exchange rate using the year-end date as settlement date.

 

c)              Receivables from customers and other receivables, trade payables, payroll and social security taxes payable, loans, taxes payables and other liabilities.

 

·                  In local currency: valued, as appropriate, at their cash value or based on discounted cash flows, in accordance with the guidelines set forth in applicable Argentine GAAP accounting standards.

 

·                  In foreign currency: valued as mentioned above, converted at the prevailing exchange rates using the year-end date as settlement date.

 

·                  They include, if applicable, accrued financial income at the end of each year.

 

d)             Inventories: they include, as appropriate, stockpiles, concentrates and doré, which are valued at production costs by applying absorption costing, which is the best estimate of their reproduction value at the end of each year.

 

e)              Materials: includes materials, parts and supplies, which are valued at their replacement costs at end of each year.

 

8



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

f)               Property, plant and equipment: valued at cost of acquisition or construction as restated in accordance with Note 2.II above, less related accumulated depreciation at the end of each year.

 

The Company capitalizes estimated discounted future mine abandonment and closure costs. These assets are included in property, plant and equipment. Additionally, a liability for these costs is recognized as a counterpart to these assets.

 

Property, plant and equipment are presented net of impairments.

 

The value of property, plant and equipment, net of impairments referred to in the preceding paragraph, does not exceed their recoverable value at the end of each financial year.

 

g)              Intangible assets

 

Intangible assets primarily include rights for the use of electrical transmission lines, in addition to capitalized pre-operating and exploration costs incurred by the Company. These are valued at original cost less accumulated amortization at the end of each year.

 

Intangible assets do not exceed their recoverable value at the end of each year.

 

h)             Provisions

 

·                  For lawsuits, claims and contingencies: provisions for lawsuits, claims and contingencies are constituted to cover contingencies in which there is a high likelihood that the Company will have to use economic resources to settle a present obligation arising in past events and whose existence depends on one or more future events that may occur or fail to occur. The evaluation and estimate of the amounts for contingent liabilities is made by the Company’s management based on available evidence and considering the opinion of its legal counsel, if applicable. In the opinion of Company’s management, the provision made at the end of each year is sufficient to meet the situations to which the Company is exposed. When the probability that a loss will materialize is not high, but is not remote either, or if the probability is high but the amount of the loss cannot be reasonably estimated, a liability is not recorded. In these cases, Argentine GAAP are followed in order to define the measurement requirements and, in the opinion of the Company, the Company’s position should prevail against such contingencies. The contingencies assessed as remote are not accounted for or disclosed in the notes to the financial statements.

 

·                  For impairments of construction-in-progress assets: provisions for impairments of construction-in-progress assets are established when their carrying value exceeds their recoverable value.

 

·                  For doubtful tax credits: provisions for tax credits are established when their carrying value exceeds their recoverable value.

 

·                  For obsolescence of materials: provisions for obsolescence of materials are established when their carrying value exceeds their recoverable value.

 

9



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

i)                 Income tax and minimum presumed income tax

 

Law No. 25,063, published in the Official Gazette on December 30, 1998, establishes amongst other things, the tax on minimum presumed income, expressly excludes from its scope companies included in the provisions of Law No. 24,196, known as the Investment Regime for Mining Activity. As the Company was incorporated in accordance with this regime, as described in Note 7, it is therefore not within the scope of this tax.

 

Argentine GAAP require the recognition of income taxes under the deferred tax method, which establishes the determination of deferred income assets or liabilities based on temporary differences between the accounting measurement of assets and liabilities and their respective tax values. Temporary differences result in deferred tax assets or liabilities when future reversals decrease or increase income taxes, respectively. Also, a deferred tax asset is recognized when there are unused tax losses which may be offset against future taxable income, but only to the extent that the future use of those losses is probable.

 

A breakdown of the net deferred tax liability as at December 31, 2012, 2011 and 2010 is as follows:

 

 

 

2012

 

2011

 

 

 

 

 

(Unaudited)

 

Property, plant and equipment, and intangible assets

 

(202,272,137

)

(169,339,285

)

Other receivables

 

4,689,030

 

3,962,671

 

Inventories

 

1,059,501

 

(1,396,318

)

Provision for lawsuits, claims and contingencies

 

2,796,957

 

1,418,253

 

Provision for mine abandonment and closure

 

21,482,282

 

12,526,573

 

Other liabilities

 

3,228,988

 

4,728,844

 

Net deferred tax liability

 

(169,015,379

)

(148,099,262

)

 

At December 31, 2012 and 2011, the reconciliation between the income tax expense charged to the statement of income, and the result of applying the rate of 35% set by tax regulations to accounting profits before income tax of each exercise is as follows:

 

 

 

Profits/(Losses)

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

Income before income tax

 

534,610,310

 

584,003,875

 

222,337,057

 

Current tax rate

 

35

%

35

%

35

%

Income tax on accounting income

 

(187,113,609

)

(204,401,356

)

(77,817,970

)

 

 

 

 

 

 

 

 

Permanent differences

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Double deduction (Law No. 24,196 and amendments)

 

11,295,576

 

8,641,664

 

3,980,239

 

Effect on property, plant and equipment

 

 

3,442,001

 

(3,256,288

)

Non-recoverable value added tax credits

 

 

(8,166

)

(1,302,169

)

Non-deductible expenses

 

(122,582

)

(2,047,144

)

(662,085

)

Other, net

 

223,998

 

(84,398

)

(67,490

)

Subtotal

 

(175,716,617

)

(194,457,399

)

(1,307,793

)

Provision for impairment (Exhibit III)

 

 

 

18,269,675

 

Income tax expense

 

(175,716,617

)

(194,457,399

)

(60,856,088

)

 

10



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

Income tax expense is composed of the following:

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

Current tax

 

(154,800,500

)

(41,750,161

)

 

Change in temporary differences

 

(20,916,117

)

(152,707,238

)

(60,856,088

)

 

 

(175,716,617

)

(194,457,399

)

(60,856,088

)

 

j)                Shareholders’ equity

 

Restated, as described in Section II of this note, except the “Capital Stock” account, which is stated at nominal value. The adjustment resulting from the restatement in constant currency is included in the “Adjustment to capital stock” account.

 

k)             Statement of income accounts

 

·                  Accounts which relate to monetary transactions are valued at their nominal value.

 

·                  Expenses relating to the consumption of non-monetary assets were valued at their restated cost, in accordance with the provisions described in Note 2.II.

 

·                  Financial income (expense) and holding gains (losses), net, include accrued interest and foreign exchange differences generated by assets and liabilities, among other items.

 

3.                   COMPOSITION OF MAIN ACCOUNTS

 

 

 

2012

 

2011

 

 

 

 

 

(Unaudited)

 

a)             Cash on hand and in bank:

 

 

 

 

 

 

 

 

 

 

 

Cash on hand - in local currency

 

278,232

 

164,194

 

Cash on hand - in foreign currency (Exhibit IV)

 

5,886

 

 

Cash in bank - in local currency

 

48,777,455

 

31,908,346

 

Cash in bank - in foreign currency (Exhibit IV)

 

36,232,700

 

52,700,151

 

 

 

85,294,273

 

84,772,691

 

b)             Investments:

 

 

 

 

 

 

 

 

 

 

 

Argentine bonds

 

1,000,155

 

 

Mutual funds (Exhibit IV)

 

29,403,510

 

138,052,356

 

 

 

30,403,665

 

138,052,356

 

 

11



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

 

 

2012

 

2011

 

 

 

 

 

(Unaudited)

 

c)              Other receivables:

 

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

 

Value added tax credit

 

91,394,823

 

66,461,903

 

Advances to suppliers

 

 

 

 

 

In local currency

 

19,418,558

 

4,498,129

 

In foreign currency (Exhibit IV)

 

145,647

 

2,169,373

 

Security deposits

 

 

 

 

 

In local currency

 

71,503

 

24,233

 

In foreign currency (Exhibit IV)

 

51,599

 

148,948

 

Prepaid insurance

 

 

 

 

 

In local currency

 

846,159

 

826,954

 

In foreign currency (Exhibit IV)

 

 

6,167,145

 

Companies of Article 33 Law 19,550 and related parties (Note 4)

 

 

 

 

 

In local currency

 

100,290

 

85,620

 

In foreign currency (Exhibit IV)

 

1,123

 

83,770

 

Customs benefits (Exhibit IV)

 

12,577,281

 

5,095,540

 

Advance on royalties (Exhibit IV)

 

15,035,382

 

 

Other

 

 

 

 

 

In local currency

 

6,538,220

 

5,083,171

 

In foreign currency (Exhibit IV)

 

 

757,727

 

 

 

146,180,585

 

91,402,513

 

Non-current:

 

 

 

 

 

 

 

 

 

 

 

Value added tax credit

 

3,755,777

 

6,858,912

 

Provision for doubtful tax receivables (Exhibit III)

 

(3,755,777

)

(3,755,777

)

Turn-over tax

 

1,629,322

 

1,241,382

 

Security deposits

 

 

 

 

 

In local currency

 

96,147

 

96,147

 

Customs benefits (Exhibit IV)

 

28,783,832

 

24,017,786

 

Other

 

1,092,226

 

403,897

 

 

 

31,601,527

 

28,862,347

 

d)             Inventories:

 

 

 

 

 

 

 

 

 

 

 

Ore in stockpiles

 

51,697,660

 

18,883,860

 

Concentrate

 

279,142

 

 

Doré

 

13,298,542

 

3,372,803

 

 

 

65,275,344

 

22,256,663

 

 

12



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

 

 

2012

 

2011

 

 

 

 

 

(Unaudited)

 

e)              Accounts payable:

 

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

 

Trades payable

 

 

 

 

 

In local currency

 

16,077,486

 

14,877,250

 

In foreign currency (Exhibit IV)

 

17,093,731

 

13,976,812

 

Accrued expenses

 

 

 

 

 

In local currency

 

26,417,200

 

30,538,964

 

In foreign currency (Exhibit IV)

 

19,350,310

 

33,914,433

 

Companies of Article 33 Law 19,550 and related parties (Note 4)

 

 

 

 

 

In foreign currency (Exhibit IV)

 

6,254,796

 

6,182,271

 

 

 

85,193,523

 

99,489,730

 

f)               Payroll and social security taxes:

 

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

 

Salaries and social contributions payable

 

23,403,446

 

19,372,279

 

Bonuses payable

 

29,788,691

 

21,179,085

 

Accrued vacation payable

 

12,403,523

 

9,031,485

 

 

 

65,595,660

 

49,582,849

 

Non-current:

 

 

 

 

 

 

 

 

 

 

 

Bonuses payable

 

4,057,999

 

2,954,416

 

 

 

4,057,999

 

2,954,416

 

g)             Taxes payable:

 

 

 

 

 

 

 

 

 

 

 

Income tax payable

 

133,007,286

 

26,833,170

 

Royalties payable

 

897,231

 

2,132,946

 

 

 

133,904,517

 

28,966,116

 

h)             Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

 

Provision for community relation expenses

 

 

3,796,790

 

 

 

 

3,796,790

 

Non-current:

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liability (Note 2.III.i)

 

169,015,379

 

148,099,262

 

Provision for mine abandonment and closure (Exhibit IV)

 

75,885,392

 

46,700,778

 

 

 

244,900,771

 

194,800,040

 

 

13



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

 

 

Profits/(Losses)

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

i)                Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concentrate

 

869,547,462

 

666,159,640

 

454,723,539

 

Doré

 

571,491,829

 

685,838,606

 

415,493,400

 

 

 

1,441,039,291

 

1,351,998,246

 

870,216,939

 

j)                Financial income (expenses) and holding gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discounting of taxes receivable

 

(3,586,792

)

(6,709,650

)

(3,804,482

)

Change in provision for obsolescence of materials (Exhibit III)

 

(11,768,346

)

(3,258,422

)

(22,205,048

)

Change in provision for impairment of works-in-progress assets (Exhibit III)

 

847,425

 

3,762,929

 

 

Foreign currency exchange differences

 

(518,833

)

(14,330,608

)

(26,225,158

)

Interest and other income

 

(9,436,055

)

(37,935,460

)

(54,624,095

)

 

 

(24,462,601

)

(58,471,211

)

(106,858,783

)

k)             Other income (expenses), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customs benefits

 

10,416,635

 

13,556,193

 

7,359,198

 

Idle capacity

 

 

(14,887,235

)

(8,797,800

)

Other

 

(3,863,652

)

(5,660,175

)

(1,825,848

)

 

 

6,552,983

 

(6,991,217

)

(3,264,450

)

 

4.                   BALANCES AND OPERATIONS WITH COMPANIES ART. 33 LAW No. 19,550 AND RELATED PARTIES

 

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

(Unaudited)

 

Other receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hochschild Mining plc

 

Related party

 

 

89,027

 

Compañía Minera Ares S.A.C.

 

Related party

 

101,413

 

80,363

 

 

 

 

 

101,413

 

169,390

 

Accounts payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compañía Minera Ares S.A.C.

 

Related party

 

5,719,309

 

5,742,617

 

MH Argentina S.A.

 

Related party

 

535,487

 

423,514

 

Minera Andes S.A.

 

Shareholder

 

 

10,093

 

Minera Andes S.A.

 

Related party

 

 

6,047

 

 

 

 

 

6,254,796

 

6,182,271

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hochschild Mining (Argentina) Corporation S.A.

 

Shareholder

 

11,150,610

 

42,431,621

 

Minera Andes S.A.

 

Shareholder

 

10,713,331

 

40,767,635

 

 

 

 

 

21,863,941

 

83,199,256

 

 

14



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

Transactions with Companies according to Art. 33 of Law 19,550 and related companies during the financial years ending on December 31, 2012 and 2011 were the following:

 

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

(Unaudited)

 

Intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

–   Compañía Minera Ares S.A.C.

 

Related party

 

257,075

 

(404,486

)

–   MH Argentina S.A.

 

Related party

 

554,266

 

1,156,585

 

 

 

 

 

811,341

 

752,099

 

Interests on loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

–   Hochschild Mining (Argentina) Corporation S.A.

 

Shareholder

 

 

726,757

 

–   Minera Andes S.A.

 

Shareholder

 

 

970,210

 

–   Minera Andes Inc.

 

Related party

 

 

11,225,032

 

–   Hochschild Mining Holdings Limited

 

Related party

 

 

11,902,973

 

 

 

 

 

 

24,824,972

 

Fees for services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

–   Compañía Minera Ares S.A.C.

 

Related party

 

4,208,283

 

5,484,257

 

 

 

 

 

4,208,283

 

5,484,257

 

Production costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

–   Compañía Minera Ares S.A.C.

 

Related party

 

925,101

 

514,605

 

 

 

 

 

925,101

 

514,605

 

Payment of dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

–   Hochschild Mining (Argentina) Corporation S.A.

 

Shareholder

 

90,881,622

 

 

–   Minera Andes S.A.

 

Shareholder

 

87,317,636

 

 

 

 

 

 

178,199,258

 

 

 

5.                   CAPITAL STOCK AND SHAREHOLDERS’ RESOLUTIONS

 

In 2008, the Assembly of Shareholders of the Company decided to carry out a capital increase by means of new contributions in cash in the amount of 77,418,000. This increase led to an amendment of the Bylaws, which is pending registration. In December 2008, the shareholder Hochschild Mining (Argentina) Corporation S.A. signed and integrated all of the shares for class B. Moreover, in February 2009, Minera Andes S.A. integrated the total amount of Class A shares in the amount of 37,934,820. At the date of issuance of these financial statements, capital stock amounted to 344,756,530.

 

15



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

The composition by shareholder of the capital stock of the Company at December 31, 2012 is as follows:

 

 

 

Number of
subscribed
shares

 

Participation
percentage

 

 

 

 

 

 

 

Hochschild Mining (Argentina) Corporation S.A.

 

175,825,830

 

51

%

Minera Andes S.A.

 

168,930,700

 

49

%

 

 

344,756,530

 

100

%

 

On May 17, 2012 the Ordinary General Assembly of Shareholders ratified the allocation of retained earnings to constitute a legal reserve in the amount of 19,477,324, the formation of a Facultative Reserve in the amount of 253,205,209 and the declaration of dividends with the balance of 116,863,943. The payment of such dividends declared was made during the course of 2012, with the exception of the sum of 21,863,941 the payment of which was extended until the first half of 2013.

 

6.                   FINANCING OF ACTIVITIES

 

During 2012, the Company financed its activities with funds generated by its business and also obtained short-term loans in U.S. dollars from local financial institutions, which accrued nominal annual interest rates ranging from 3.5% to 6.6%. At December 31, 2012 the Company settled the total amount for loans taken during the year.

 

During 2011, the Company prepaid its financial debts with companies under Article 33 Law 19,550 and related parties.

 

7.                   INVESTMENT REGIME FOR MINING ACTIVITY

 

Law No. 24,196, as amended by Law No. 25,429 establishes a regime for mining investments applicable in all provinces. In this regard, on October 21, 1993, the Province of Santa Cruz emulated this mining investment regime through Provincial Law No. 2,332. Those interested in benefitting from this regime must register with the National Mining Secretary.

 

The main benefits for the mining companies that carry out activities within the framework of this regime are detailed below:

 

·                  Fiscal stability for a period of thirty years from the date of submission of the Feasibility Study. Fiscal stability for all taxes, to be understood as such all direct taxes and tax contributions that have as taxpayers the companies registered in the register mentioned previously, as well as rights, duties or other import or export charges.

 

Fiscal stability shall also apply to foreign exchange regimes (see Note 8) and tariffs, excluding exchange rate and repayments, refunds and/or repayment of charges in connection with exports.

 

16



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

·                  Tax deduction from income tax balance, from the time of submission of the application for registration authorized by Law No. 24,196, one hundred percent of the amounts invested in exploration expenditures, mineralogical and metallurgical testing, pilot plant and other work to determine the technical and economic feasibility of the projects, subject to treatment as expenses or amortizable investment, appropriate to these in accordance with income tax law.

 

·                  Optional accelerated depreciation regime for income tax on capital investments made towards the execution of new mining projects and expansion of existing ones.

 

In this regard, annual tax depreciation shall not exceed, in each fiscal year, the amount of taxable income generated by mining activities, prior to the transfer of the relevant amortization and, if applicable, once tax losses from prior years are computed. The non-computable surplus in a given fiscal year can be attributed to the following years, considering for each the maximum limit mentioned above. The period during which tax depreciation of assets is computed may not exceed the term of their respective useful lives. The existing residual value at the end of the year in which the expiration of the useful life of assets occurs, may be attributed entirely to the tax balance of that fiscal year, and the above limitation is not applicable in these cases.

 

·                  Exemption from payment of import duties and any other duty, correlative levy or statistics duty, except other remuneration duties on services, corresponding to the introduction of capital goods, special equipment or component parts of such property and inputs determined by the enforcement authority that are necessary for the execution of the activities covered by this scheme.

 

·                  Recovery of tax credits arising from acquisitions and imports of goods and services for the purposes of carrying out mining activities such as prospection, exploration, mineralogical studies and applied research that after twelve (12) fiscal years counted from the year in which they were computed, make up the balance of the value added tax.

 

·                  Deduction of the provision for mine closure and abandonment in the determination of income tax, up to an amount equal to five percent of the operating costs of extraction and processing.

 

Companies registered in the regime will not see an increase in their total tax burden, considered separately in each relevant jurisdiction upon the filing of said Feasibility Study at the national, provincial and municipal levels, which adhere to Law 24,196.

 

Due to increases in the total tax burden, the following actions, among others, are mentioned in Law No. 25,429: the creation of new taxes, an increase in the rates, fees or amounts of existing taxes, the modification of the mechanisms or procedures determining the fiscal base for taxes, the repeal of exemptions granted and the elimination of deductions allowed.

 

17



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

Additionally, with regards to interest payments to foreign financial institutions and entities, included in Title V of the Income Tax Law, fiscal stability also applies to the increase in the rates, fees or amounts in effect on the date of the Feasibility Study to the alteration of rates or mechanisms for determining the estimated net gain of Argentine origin, when companies operating under the regime have agreed by contract to take charge of the respective tax.

 

Fiscal stability does not include: changes in the value of property, when such valuation is the basis for the determination of a tax, the extension of the validity of rules passed for a certain time, which are in effect at the time fiscal stability is obtained; expiration of exemptions, exceptions or other measures adopted for a certain time, and due to the expiry of that period; contributions towards the Single Social Security System and indirect taxes, including Value Added Tax.

 

These benefits (except fiscal stability), apply to mining projects of the Company as from April 18, 2002, the date on which the Secretariat of Energy and Mining of the Nation, decided to register the Company in the Register of Mining Investments (Law No. 24,196). Said registration was requested by the Company in October 2001.

 

On November 21, 2005 the Company submitted the Feasibility Study to the Mining Ministry, from which date it is enjoying the benefits of fiscal stability.

 

8.                   ENFORCEMENT OF CURRENCY EXCHANGE REGULATIONS

 

On June 2005, the National Executive issued Decree No. 616/05 (“Decree 616”), which imposed modifications to the foreign currency exchange rate regime in Argentina in relation to foreign exchange inflows and outflows, among which, is a provision for the establishment of a nominative deposit in U.S. dollars, non-transferable and unpaid in an amount equal to 30% of the amount involved in the foreign exchange operation, which must be kept for 365 days in a local financial institution (“Deposit”). It is important to highlight that the deposit cannot be used as security or collateral for credit operations of any kind.

 

Although Decree 616 established exceptions to the constitution of the deposit, having delegated in the Central Bank of Argentina (the “Central Bank”) the regulation of the decree, the Central Bank established some additional exceptions to the constitution of the deposit and regulated requirements to be met for specific exceptions to the constitution of the deposit regulated in Decree 616.

 

Without prejudice to the fact that the principles set out in Decree 616 are a clear restriction on the free availability of foreign exchange, precisely with the exception of companies that enjoy fiscal stability and exchange rate stability in accordance with the provisions of Decree No. 753/2004, as in the case of Minera Santa Cruz S.A., it has been informed by the financial institution involved in foreign currency settlements that it must constitute said deposit. Additionally, on December 17, 2007, Minera Santa Cruz S.A. received a registered letter from the Central Bank, notifying them that within 5 working days they must constitute said deposit, according to information provided by the Standard Bank S.A. due to the non-submission of appropriate certificates according to current regulations in force, since it considered that certain inflows of funds were not specifically included in the items included in the exceptions.

 

The Company responded that said deposit was not legally applicable to the Company.

 

18



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

Based on the foregoing, the Company believes that it is complying with current foreign exchange regulations in force in Argentina.

 

Moreover, on October 26, 2011, Decree 1722/2011 issued by the National Executive was published, under which the Company (amongst other mining companies) was within the scope of the obligation to settle in Argentina its total foreign exchange earnings from export operations. Since the issuance of said decree the Company began to comply with the foreign exchange settlement regime with regards to its export sales, the aforesaid does not imply the Company abandons the possibility of challenging Decree 1722/2011 in the future.

 

9.                   SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY THE COMPANY AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

 

The financial statements have been prepared in accordance with Argentine GAAP, which differs in certain respects from generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

The main differences between Argentine GAAP and U.S. GAAP for measurement purposes principally relate to the items discussed in the following paragraphs:

 

a)       Functional and reporting currency

 

Under Argentine GAAP, financial statements are presented in constant Argentine pesos (“reporting currency”), as mentioned in Note 2. Foreign currency transactions are recorded in Argentine pesos by applying the foreign currency exchange rate at the date of the transaction to the foreign currency amount. Exchange rate differences arising on monetary items in foreign currency are recognized in the income statement of each year. Monetary assets and liabilities in a foreign currency are remeasured at the balance sheet date, using the closing exchange rate. Foreign currency revenue and expenses are remeasured using the exchange rate on the date of the transaction, except for the consumption of nonmonetary assets, which are remeasured using the exchange rates in effect when the respective asset was acquired.

 

Under U.S. GAAP, a definition of the functional currency is required, which may differ from the reporting currency. Management has determined the U.S. dollar as its functional currency. Therefore, under U.S. GAAP, the Company would remeasure its financial statements into U.S. dollars. The objective of the remeasurement process would be to produce the same results that would have been reported if the accounting records had been kept in the functional currency. Accordingly, monetary assets and liabilities would be remeasured at the balance sheet date (current) exchange rate. Amounts carried at prices in past transactions would be remeasured at the exchange rates in effect when the transactions occurred. Revenues and expenses would be remeasured at the exchange rate in effect on the date of the transaction, except for consumption of nonmonetary assets, which would be remeasured at the rates of exchange in effect when the respective assets were acquired. Translation gains and losses on monetary assets and liabilities arising from the remeasurement would be included in the determination of net income (loss) in the period such gains and losses arise.

 

19



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

b)       Proven and probable reserves

 

Under US GAAP, the definition of proven and probable reserves is set forth in the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7. Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geological character is so well defined that size, shape, depth and mineral content of the reserves are well established. Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observations.

 

c)        Valuation of inventories

 

Under Argentine GAAP, inventories, which include stockpiles, concentrates and doré, should be accounted for at reproduction cost, which is the price the Company would pay at any given time to reproduce such inventory.

 

Under US GAAP, inventories are stated at the lower of cost or market, with cost being determined using the weighted average cost method. However, this difference in accounting policy does not give rise to material differences for the Company, as the Company considers the best estimate of reproduction costs to be production costs as determined by applying the absorption costing method.

 

For this purpose, costs of production include:

 

·                  costs, materials and contractor expenses which are directly attributable to the extraction and processing of ore;

·                  depreciation of property, plant and equipment used in the extraction and processing of ore; and

·                  related production overheads (based on normal operating capacity).

 

Further, as discussed in Note 9. g), since the basis for depreciation and amortization differs under Argentine GAAP compared to U.S. GAAP, the amount included in the inventory also differs. As a result, the carrying value of inventories under Argentine GAAP differs from the value of inventories under U.S. GAAP.

 

Under Argentine GAAP, materials, which include material, parts and supplies, are accounted for at their replacement costs.

 

Under U.S. GAAP, materials are valued at the lower of average cost or net realizable value.

 

d)       Mine development costs

 

Under Argentine GAAP, costs associated with developments of mining properties are capitalized and presented in the property, plant and equipment line on the balance sheet.

 

Under U.S. GAAP, capitalization of mine development costs begins once all operating permits have been secured, mineralization is classified as proven and probable reserves and a final feasibility study has been completed. Costs incurred before mineralization is classified as proven and probable reserves are expensed.

 

20



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

e)        Evaluation and exploration costs

 

Under Argentine GAAP, evaluation and exploration expenses are capitalized when the future economic benefit of the project can be reasonably assured. Evaluation and exploration costs are reclassified to property, plant, and equipment when mining from the respective area commences.

 

Under U.S. GAAP, all evaluation and exploration costs are expensed as incurred.

 

f)         Pre-operating costs

 

Under Argentine GAAP, pre-operating costs can be capitalized subject to recoverability through future revenues.

 

Under U.S. GAAP, start-up costs are expensed as incurred.

 

g)       Depreciation and amortization

 

Under both Argentine and U.S. GAAP, depreciation and amortization is charged to production costs on a units-of-production (“UOP”) basis for capitalized mine development costs, mine buildings, installations and property, plant and equipment used in the mining production process, unless the straight-line depreciation method is considered more appropriate based on the type of asset being depreciated.

 

Under Argentine GAAP, there is no specific guidance on the reserves, or reserves and resources, measurement to be used in the calculation of UOP depreciation, or on how the assumptions within the reserve estimates should be calculated or approximated. Consequently, practice varies as to how reserves are incorporated into the calculation of depreciation. MSC’s accounting policy is to include in its UOP calculation an estimate of future development costs that will be necessary to extract all of the reserve and resource base from the mine. Further, for purposes of the UOP calculation, reserves and resources include both proven and probable reserves, as well as measured and indicated resources expected to the be converted into reserves.

 

Under U.S. GAAP, the basis of the UOP calculation includes only proven and probable reserves, as defined in the SEC Industry Guide 7.

 

h)       Impairment of long-lived assets

 

Argentine GAAP requires that an impairment loss calculation be performed if impairment indicators exist. The impairment loss is the amount by which the carrying amount exceeds its recoverable amount, where recoverable amount is the higher of (1) fair value less costs to sell, and (2) value in use.

 

Under U.S. GAAP, the two-step approach requires that a recoverability test be performed first, whereby the carrying amount of the asset is compared to the sum of future undiscounted cash flows generated through use and eventual disposition. If it is determined that the asset is not recoverable, an impairment loss calculation is required. The impairment loss is the amount by which the carrying amount of the asset exceeds its fair value.

 

Further, under Argentina GAAP, long-lived assets must be reviewed at the end of each reporting

 

21



 

MINERA SANTA CRUZ S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts stated in Argentine pesos - except where expressly indicated)

 

period for reversal indicators. If appropriate, impairment loss should be reversed up to the new estimated recoverable amount, not to exceed the initial carrying amount adjusted for depreciation. Under U.S. GAAP, reversal of impairment losses are prohibited.

 

i)          Accounting for asset retirement obligations

 

U.S. GAAP requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The asset retirement obligations liability is built up in cash flow layers, with each layer being discounted using the credit-adjusted, risk-free rate as of the date that the layer was created. Measurement of the entire obligation using current discount rates is not permitted. Each cash flow layer is added to the carrying amount of the associated asset. This additional carrying amount is then depreciated over the life of the asset. The liability is increased due to the passage of time based on the time value of money (“accretion expense”) until the obligation is settled.

 

Argentine GAAP is similar to U.S. GAAP with respect to asset retirement obligations, except for a change in the discount rate which is treated as a change in estimates, so the entire liability must be recalculated using the current discount rate that reflects current market assessments of the time value of money and the risks specific to the liability, with the change added or reduced from the related asset.

 

j)          Income taxes

 

Argentine GAAP and U.S. GAAP both require the liability method to be used in accounting for deferred income taxes. Under this method, deferred income tax assets or liabilities are recorded for temporary differences that arise between the financial and tax bases of assets and liabilities at each reporting date. The benefits of tax loss carry-forwards are recognized as deferred income tax assets. A valuation allowance is provided when it is more likely than not (under US GAAP) or probable (under Argentine GAAP) that a portion or all of the deferred tax assets will not be realized.

 

k)       Restatement in constant currency

 

The Company’s financial statements recognize the variations in the currency purchasing power until February 28, 2003, having discontinued the incorporation of adjustments to reflect such variations as of that date, in accordance with the provisions set forth in Argentine GAAP and as required by Presidential Decree No. 664/2003.

 

Under U.S. GAAP, general price level adjusted financial statements are not required. However, SEC rules do not require removing effects of inflation for foreign companies operating in inflationary environments when determining U.S. GAAP amounts.

 

10.            SUBSEQUENT EVENT

 

The Company evaluated subsequent events through the date the financial statements were issued, which was April 25, 2014. There were no other subsequent events that required recognition or additional disclosures.

 

22



 

Exhibit I

 

MINERA SANTA CRUZ SA

CHANGES IN PROPERTY, PLANT AND EQUIPMENT

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

(Stated in Argentine pesos — Note 2II)

 

 

 

2012

 

 

 

 

 

 

 

Original cost

 

 

 

 

 

 

 

At beginning

 

 

 

 

 

 

 

At end

 

 

 

 

 

Main account

 

of the year

 

Additions

 

Transfers

 

Decreases

 

of the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Furniture, fixtures and office equipment

 

5,883,077

 

199,364

 

1,022,355

 

(334,851

)

6,769,945

 

 

 

 

 

Facilities

 

116,871,836

 

 

11,191,367

 

(143,276

)

127,919,927

 

 

 

 

 

Buildings

 

192,336,319

 

1,028,446

 

25,765,611

 

(193,631

)

218,936,745

 

 

 

 

 

Computer equipment

 

4,808,430

 

641,357

 

374,904

 

(805,893

)

5,018,798

 

 

 

 

 

Machinery and equipment

 

195,022,170

 

35,602,006

 

25,268,762

 

(4,903,295

)

250,989,643

 

 

 

 

 

Vehicles

 

9,883,800

 

1,381,250

 

563,223

 

(593,507

)

11,234,766

 

 

 

 

 

Tools

 

1,861,177

 

910,800

 

57,671

 

(49,880

)

2,779,768

 

 

 

 

 

Land

 

5,729,053

 

 

 

(41,371

)

5,687,682

 

 

 

 

 

Access ramps, galleries and related assets

 

410,527,041

 

187,729,907

 

35,915,217

 

 

634,172,165

 

 

 

 

 

Mine closure assets

 

44,220,087

 

28,745,112

 

 

 

72,965,199

 

 

 

 

 

Construction in progress

 

75,348,593

 

34,494,243

 

(61,893,084

)

 

47,949,752

 

 

 

 

 

Advances to suppliers

 

5,218,172

 

24,870,754

 

(3,845,882

)

 

26,243,044

 

 

 

 

 

Provision for impairment of construction in progress (1) 

 

(18,442,119

)

847,425

 

 

 

(17,594,694

)

 

 

 

 

Total 2012

 

1,049,267,636

 

316,450,664

 

34,420,144

(3)

(7,065,704

)

1,393,072,740

 

 

 

 

 

Total 2011 (Unaudited)

 

799,927,575

 

252,298,570

 

 

(2,958,509

)

1,049,267,636

 

 

 

 

 

 

 

 

2012

 

2011

 

 

 

Accumulated depreciation

 

 

 

 

 

At beginning

 

 

 

 

 

 

 

At end

 

Net book

 

Net book

 

Main account

 

of the year

 

Additions

 

Transfers

 

Decreases

 

of the year

 

value

 

value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

Furniture, fixtures and office equipment

 

2,414,986

 

625,668

 

 

(249,530

)

2,791,124

 

3,978,821

 

3,468,091

 

Facilities

 

30,141,061

 

8,338,143

 

(629

)

(61,058

)

38,417,517

 

89,502,410

 

86,730,775

 

Buildings

 

58,081,682

 

15,821,606

 

 

(187,237

)

73,716,051

 

145,220,694

 

134,254,637

 

Computer equipment

 

3,448,615

 

650,077

 

(3,917

)

(750,114

)

3,344,661

 

1,674,137

 

1,359,815

 

Machinery and equipment

 

65,479,354

 

34,578,408

 

1,336

 

(3,665,659

)

96,393,439

 

154,596,204

 

129,542,816

 

Vehicles

 

3,705,998

 

1,505,567

 

 

(319,306

)

4,892,259

 

6,342,507

 

6,177,802

 

Tools

 

429,157

 

452,033

 

3,210

 

(24,295

)

860,105

 

1,919,663

 

1,432,020

 

Land

 

 

 

 

 

 

5,687,682

 

5,729,053

 

Access ramps, galleries and related assets

 

255,003,562

 

148,576,148

 

841,713

 

 

404,421,423

 

229,750,742

 

155,523,479

 

Mine closure assets

 

8,429,878

 

3,157,372

 

 

 

11,587,250

 

61,377,949

 

35,790,209

 

Construction in progress

 

 

 

 

 

 

47,949,752

 

75,348,593

 

Advances to suppliers

 

 

 

 

 

 

26,243,044

 

5,218,172

 

Provision for impairment of construction in progress (1) 

 

 

 

 

 

 

(17,594,694

)

(18,442,119

)

Total 2012

 

427,134,293

 

213,705,022

(2)

841,713

(3)

(5,257,199

)

636,423,829

 

756,648,911

 

 

 

Total 2011 (Unaudited)

 

276,094,295

 

152,858,685

(2)

 

(1,818,687

)

427,134,293

 

 

 

622,133,343

 

 


(1) As detailed in Exhibit III.

(2) 11,462,815 y 6,904,514 relate to the depreciation of property, plant and equipment capitalized in other property, plant and equipment in the year ended December 31, 2012 and 2011, respectively

(3) Transfers from intangible assets

 

23



 

Exhibit II

 

MINERA SANTA CRUZ SA

CHANGES IN INTANGIBLE ASSETS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

(Stated in Argentine pesos — Note 2II)

 

 

 

2012

 

 

 

 

 

 

 

Original cost

 

 

 

 

 

 

 

At the beginning

 

 

 

 

 

At end

 

 

 

 

 

Description

 

of the year

 

Increase

 

Transfers

 

of the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rights of use - Power line

 

74,065,907

 

 

 

74,065,907

 

 

 

 

 

Software

 

2,200,311

 

21,812

 

327,202

 

2,549,325

 

 

 

 

 

Exploration expenses

 

60,008,458

 

36,571,417

 

(34,747,346

)

61,832,529

 

 

 

 

 

Preoperating costs

 

104,195,120

 

 

 

104,195,120

 

 

 

 

 

Total 2012

 

240,469,796

 

36,593,229

 

(34,420,144

)

242,642,881

 

 

 

 

 

Total 2011 (Unaudited)

 

215,450,416

 

25,019,380

 

 

240,469,796

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

Accumulated amortization

 

2011

 

 

 

At the beginning

 

 

 

 

 

At end

 

Net book

 

Net book

 

Description

 

of the year

 

Increase

 

Transfers

 

of the year

 

value

 

value

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

Rights of use - Power line

 

19,626,814

 

4,800,984

 

 

24,427,798

 

49,638,109

 

54,439,093

 

Software

 

1,273,317

 

325,181

 

 

1,598,498

 

950,827

 

926,994

 

Exploration expenses

 

841,713

 

 

(841,713

)

 

61,832,529

 

59,166,745

 

Preoperating costs

 

36,651,515

 

5,956,670

 

 

42,608,185

 

61,586,935

 

67,543,605

 

Total 2012

 

58,393,359

 

11,082,835

 

(841,713

)

68,634,481

 

174,008,400

 

 

 

Total 2011 (Unaudited)

 

47,030,910

 

11,362,449

 

 

58,393,359

 

 

 

182,076,437

 

 

24



 

Exhibit III

 

MINERA SANTA CRUZ SA

CHANGES IN ALLOWANCES, PROVISIONS AND RESERVES

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

(Stated in Argentine pesos — Note 2II)

 

 

 

Beginning

 

 

 

 

 

 

 

Ending

 

Account

 

Balance

 

Increase

 

Decrease

 

Recovery

 

Balance

 

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for obsolescence of materials

 

3,736,797

 

11,768,346

(1)

(1,776,770

)(3)

 

13,728,373

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful tax receivables

 

3,755,777

 

 

 

 

3,755,777

 

Provision for impairment of construction-in-progress assets

 

18,442,119

 

 

 

(847,425

)(1)

17,594,694

 

Total decluded from assets, 2012

 

25,934,693

 

11,768,346

 

(1,776,770

)

(847,425

)

35,078,844

 

Total decluded from assets, 2011 (Unaudited)

 

26,413,383

 

3,293,715

 

(9,476

)

(3,762,929

)

25,934,693

 

 

 

 

 

 

 

 

 

 

 

 

 

INCLUDED IN LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Reserve for lawsuits and contingencies

 

4,052,153

 

3,943,650

(2)

(3,061

)(3)

(1,437

)(2)

7,991,305

 

Total included in liabilities, 2012

 

4,052,153

 

3,943,650

 

(3,061

)

(1,437

)

7,991,305

 

Total included in liabilities, 2011 (Unaudited)

 

2,241,753

 

3,528,290

 

(1,192,257

)

(525,633

)

4,052,153

 

 


(1) Included in “Financial income (expense) and holding gains (losses), net” in the statement of income.

(2) Includes 1,125,871 allocated to “Financial income (expense) and holding gains (losses), net” and 2,816,342 to “Other income (expenses), net” in the statement of income.

(3) Decrease due to use of provision in the year.

 

25



 

Exhibit IV

 

MINERA SANTA CRUZ SA

FOREIGN CURRENCY ASSETS AND LIABILITIES

AS AT DECEMBER 31, 2012 AND 2011

(Stated in Argentine pesos — Note 2II)

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Exchange rate

 

Amount in

 

Amount in

 

 

 

Foreign currency

 

in Argentine

 

Argentine

 

Argentine

 

Item

 

and amount

 

pesos used (1)

 

pesos

 

pesos

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 

 

 

 

 

 

 

Cash on hand

 

USD

 

1,207

 

4.878

 

5,886

 

 

Cash in bank

 

USD

 

7,427,778

 

4.878

 

36,232,700

 

52,700,151

 

Investments

 

 

 

 

 

 

 

 

 

 

 

Term deposits

 

USD

 

6,027,780

 

4.878

 

29,403,510

 

138,052,356

 

Trade receivables

 

USD

 

38,677,727

 

4.878

 

188,669,951

 

120,756,570

 

Other receivables

 

 

 

 

 

 

 

 

 

 

 

Advances to suppliers

 

USD

 

29,858

 

4.878

 

145,647

 

2,132,270

 

 

 

-

 

 

 

 

37,103

 

Security deposits

 

USD

 

10,578

 

4.878

 

51,599

 

148,948

 

Prepaid insurance

 

-

 

 

 

 

6,167,145

 

Companies in accordance with Article 33 of Law No 19,550 and other related regulations

 

USD

 

230

 

4.878

 

1,123

 

83,770

 

Customs benefits

 

USD

 

2,578,368

 

4.878

 

12,577,281

 

5,095,540

 

Advance of royalties

 

USD

 

3,082,284

 

4.878

 

15,035,382

 

 

Other

 

-

 

 

 

 

757,727

 

Property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

Advances to suppliers

 

-

 

 

 

 

1,484,490

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

Other receivables

 

 

 

 

 

 

 

 

 

 

 

Customs benefits

 

USD

 

5,900,745

 

4.878

 

28,783,832

 

24,017,786

 

Total assets

 

 

 

 

 

 

 

310,906,911

 

351,433,856

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

 

 

 

 

 

 

 

 

Trades payable

 

USD

 

3,360,831

 

4.918

 

16,528,566

 

13,910,253

 

 

 

EUR

 

83,642

 

6.504

 

544,009

 

40,114

 

 

 

-

 

 

 

 

756

 

 

 

CAD

 

3,028

 

4.927

 

14,919

 

25,689

 

 

 

AUD

 

1,224

 

5.094

 

6,237

 

 

 

Accrued liabilities

 

USD

 

3,881,605

 

4.918

 

19,089,733

 

33,328,589

 

 

 

AUD

 

2,243

 

5.094

 

11,425

 

9,833

 

 

 

EUR

 

30,579

 

6.504

 

198,886

 

231,147

 

 

 

CAD

 

10,202

 

4.927

 

50,266

 

338,008

 

 

 

-

 

 

 

 

6,856

 

Companies in accordance with Article 33 of Law No 19,550 and other related regulations

 

USD

 

1,271,817

 

4.918

 

6,254,796

 

6,182,271

 

Loans

 

-

 

 

 

 

166,528,894

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

 

 

 

 

 

 

Provision for mine abandonment and closure

 

USD

 

15,430,133

 

4.918

 

75,885,392

 

46,700,778

 

Total liabilties

 

 

 

 

 

 

 

118,584,229

 

267,303,188

 

 


USD = United States dollar

AUD = Australian dollar

EUR = Euros

CAD = Canadian dollar

 

(1) Exchange rates as at December 31, 2012

 

26



 

Exhibit V

 

MINERA SANTA CRUZ SA

BREAKDOWN OF INVESTMENTS, RECEIVABLES AND PAYABLES

AS AT DECEMBER 31, 2012

(Stated in Argentine pesos — Note 2II)

 

 

 

Assets

 

Liabilities

 

 

 

 

 

Accounts

 

Other

 

Accounts

 

Payroll and social

 

Taxes

 

Dividends

 

Other

 

 

 

Investments

 

receivables

 

receivables

 

payable

 

security taxes

 

payable

 

payable

 

liabilities

 

Term

 

(3)

 

(2)

 

(2)

 

(2)

 

(2)

 

(2)

 

(2)

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With no maturity

 

 

 

 

 

 

 

 

7,991,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To mature:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Up to three months

 

30,403,665

 

166,186,635

 

63,506,269

 

85,193,523

 

65,595,659

 

9,718,465

 

 

 

From three months to six months

 

 

22,483,316

 

37,277,319

 

 

 

124,186,052

 

21,863,941

 

 

From six months to nine months

 

 

 

16,475,357

 

 

 

 

 

 

From nine months to twelve months

 

 

 

28,921,640

 

 

 

 

 

 

 

Over one year

 

 

 

31,601,527

 

 

4,057,999

 

 

 

75,885,392

 

Total to maturity

 

30,403,665

 

188,669,951

 

177,782,122

 

85,193,523

 

69,653,658

 

133,904,517

 

21,863,941

 

75,885,392

 

Total with maturity

 

30,403,665

 

188,669,951

 

177,782,122

 

85,193,523

 

69,653,658

 

133,904,517

 

21,863,941

 

75,885,392

 

Total

 

30,403,665

 

188,669,951

 

177,782,122

 

85,193,523

 

69,653,658

 

133,904,517

 

21,863,941

 

83,876,697

 

 


(1) Excludes deferred tax liability.

(2) Does not include accrued interest. Net of provisions.

(3) Accruing interest at an annual rate of 0.03%.

 

27



 

Exhibit VI

 

MINERA SANTA CRUZ SA

INFORMATION REQUIRED IN ACCORDANCE WITH ARTOCLE 64, SECTION B) OF LAW No. 19550

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Stated in Argentine pesos — Note 2II)

 

 

 

2012

 

2011

 

2010

 

 

 

Administrative

 

Selling

 

Exploration

 

Costs of

 

 

 

 

 

 

 

Item

 

expenses

 

expenses

 

expenses

 

production

 

Total

 

Total

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

Exploration rights

 

 

106,500,746

 

 

 

106,500,746

 

101,914,445

 

58,543,024

 

Rents and deposits

 

1,987,222

 

55,601

 

40,000

 

3,587,764

 

5,670,587

 

4,463,847

 

3,888,337

 

Amortization and depreciation

 

392,604

 

378

 

1,398

 

212,930,662

 

213,325,042

 

157,316,620

 

136,089,610

 

Geochemical analyses and tests

 

 

3,130,731

 

1,003,440

 

3,858,353

 

7,992,524

 

3,251,910

 

3,185,394

 

Fuel, lubricants and explosives

 

16,006

 

 

2,474

 

14,738,682

 

14,757,162

 

12,697,507

 

10,516,576

 

Commissions

 

 

4,432,125

 

 

270,674

 

4,702,799

 

4,699,797

 

1,440,890

 

Post and telephone

 

828,362

 

29,677

 

 

1,141,467

 

1,999,506

 

2,739,133

 

1,664,670

 

Mining rights and registrations

 

391,602

 

 

 

1,277,645

 

1,669,247

 

1,742,448

 

1,592,043

 

Donations

 

1,351,528

 

 

 

 

1,351,528

 

5,789,850

 

1,873,330

 

Shipping expenses

 

 

14,672,198

 

 

 

14,672,198

 

7,235,668

 

7,475,229

 

Energy purchased

 

77,143

 

 

 

8,260,414

 

8,337,557

 

4,715,685

 

4,576,914

 

Haulage and transport

 

16,023

 

19,126,155

 

 

5,002,517

 

24,144,695

 

18,472,735

 

16,766,227

 

Bank fees

 

 

 

 

 

 

 

666,003

 

Fees and compensation for services

 

10,105,750

 

1,855,610

 

25,004,567

 

52,650,670

 

89,616,597

 

52,486,265

 

45,268,224

 

Taxes, charges and contributions

 

10,624,695

 

 

 

4,601,028

 

15,225,723

 

8,609,644

 

7,437,157

 

Travel, meal and entertainment expenses

 

4,432,076

 

5,760

 

132,877

 

30,360,721

 

34,931,434

 

26,516,206

 

22,552,545

 

Royalties

 

 

 

 

29,723,689

 

29,723,689

 

24,963,770

 

15,258,423

 

Repairs and maintenance

 

315,023

 

1,801

 

2,213

 

10,878,815

 

11,197,852

 

12,746,116

 

19,534,125

 

Security and surveillance

 

4,508

 

 

 

7,808,698

 

7,813,206

 

5,289,640

 

4,491,041

 

Insurance

 

115,924

 

854,182

 

 

7,006,652

 

7,976,758

 

6,807,834

 

5,826,493

 

Salaries and social security taxes

 

18,591,846

 

 

3,277,383

 

219,330,693

 

241,199,922

 

154,327,011

 

109,928,970

 

Inputs, consumable materials and supplies

 

216,119

 

2,250,673

 

349,032

 

84,397,208

 

87,213,032

 

78,955,384

 

62,363,766

 

Ore treatment

 

 

 

 

72,613

 

72,613

 

4,925,289

 

3,823,836

 

Other employee benefits

 

49,174

 

 

 

239,936

 

289,110

 

318,305

 

20,330

 

Miscellaneous

 

523,754

 

 

65,473

 

565,290

 

1,154,517

 

1,401,158

 

697,904

 

Total 2012

 

50,039,359

 

152,915,637

 

29,878,857

 

698,704,191

 

931,538,044

 

 

 

 

 

Total 2011 (Unaudited)

 

46,202,785

 

131,204,650

 

7,931,335

 

517,047,497

 

 

 

702,386,267

 

 

 

Total 2010 (Unaudited)

 

36,884,881

 

81,474,786

 

9,216,801

 

417,904,593

 

 

 

 

 

545,481,061

 

 

28



 

Exhibit VII

 

MINERA SANTA CRUZ SA

COSTS OF SALES

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Stated in Argentine pesos — Note 2II)

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

Inventories at the beginning of the year

 

22,256,663

 

22,402,339

 

14,677,927

 

 

 

 

 

 

 

 

 

Costs of production (Anexo VI)

 

698,704,191

 

517,047,497

 

417,904,593

 

 

 

 

 

 

 

 

 

Less: inventories at the end of the year

 

(65,275,344

)

(22,256,663

)

(22,402,339

)

 

 

 

 

 

 

 

 

Cost of sales for the year

 

655,685,510

 

517,193,173

 

410,180,181

 

 

29