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DPM Metals Inc. — Interim / Quarterly Report 2021
May 5, 2021
42460_rns_2021-05-05_4208e066-5218-48d1-bd40-b8def5736688.pdf
Interim / Quarterly Report
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at March 31, 2021 and December 31, 2020
(unaudited, in thousands of U.S. dollars)
| March 31, | December 31, | |
|---|---|---|
| 2021 | 2020 | |
| ASSETS | ||
| Current Assets | ||
| Cash | 175,706 | 149,532 |
| Accounts receivable | 106,423 | 84,920 |
| Inventories | 41,229 | 43,049 |
| Other current assets_(note 5(c) & 5(d))_ | 7,654 | 10,818 |
| 331,012 | 288,319 | |
| Assets held for sale_(note 3)_ | 31,600 | 30,713 |
| 362,612 | 319,032 | |
| Non-Current Assets | ||
| Investments at fair value_(note 5(a) & 5(b))_ | 68,111 | 106,595 |
| Exploration and evaluation assets_(note 4)_ | 672 | - |
| Mine properties | 148,716 | 155,438 |
| Property, plant & equipment | 362,092 | 364,337 |
| Intangible assets | 16,117 | 16,139 |
| Deferred income tax assets | 8,349 | 9,470 |
| Other long-termassets | 4,223 | 3,849 |
| 608,280 | 655,828 | |
| TOTAL ASSETS | 970,892 | 974,860 |
| LIABILITIES | ||
| Current Liabilities | ||
| Accounts payable and accrued liabilities | 92,935 | 72,234 |
| Income tax liabilities | 6,428 | 910 |
| Current portionof long-term liabilities | 5,680 | 5,929 |
| 105,043 | 79,073 | |
| Liabilitiesheldforsale (note 3) | 7,864 | 6,003 |
| 112,907 | 85,076 | |
| Non-Current Liabilities | ||
| Rehabilitation provisions | 50,097 | 51,338 |
| Share-based compensation plans | 13,169 | 19,002 |
| Other long-term liabilities | 14,242 | 14,160 |
| 77,508 | 84,500 | |
| TOTAL LIABILITIES | 190,415 | 169,576 |
| EQUITY | ||
| Share capital | 526,809 | 525,219 |
| Contributed surplus | 6,779 | 7,078 |
| Retained earnings | 239,304 | 224,701 |
| Accumulated othercomprehensiveincome | 1,232 | 41,671 |
| Equity attributable to common shareholders | ||
| of the Company | 774,124 | 798,669 |
| Non-controlling interests | 6,353 | 6,615 |
| TOTAL EQUITY | 780,477 | 805,284 |
| TOTAL LIABILITIES AND EQUITY | 970,892 | 974,860 |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
DUNDEE PRECIOUS METALS INC. | 1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, except per share amounts)
| Three months ended | March 31, | |
|---|---|---|
| 2021 | 2020 | |
| Continuing Operations | ||
| Revenue(note 13) | 138,030 | 147,787 |
| Costs and expenses | ||
| Cost of sales | 85,643 | 86,924 |
| General and administrative expenses | 3,865 | 1,971 |
| Corporate social responsibility expenses | 479 | 723 |
| Exploration and evaluation expenses | 4,630 | 3,745 |
| Finance cost | 1,403 | 2,219 |
| Otherexpense | 6,733 | 822 |
| 102,753 | 96,404 | |
| Earnings before income taxes | 35,277 | 51,383 |
| Current income tax expense | 8,272 | 5,286 |
| Deferredincome taxexpense | 6,291 | 408 |
| Net earnings from continuing operations | 20,714 | 45,689 |
| Discontinued Operations | ||
| Net loss from discontinued operations_(note 3)_ | (892) | (3,253) |
| **Net earnings ** | 19,822 | 42,436 |
| Net earnings (loss) attributable to: | ||
| Common shareholders of the Company | ||
| From continuing operations | 20,719 | 45,701 |
| From discontinued operations | (657) | (2,530) |
| Non-controllinginterests | (240) | (735) |
| **Net earnings ** | 19,822 | 42,436 |
| Earnings (loss) per share attributable to | ||
| common shareholders of the Company | ||
| - Basic | ||
| From continuing operations | 0.11 | 0.25 |
| From discontinued operations | (0.00) | (0.01) |
| - Diluted | ||
| From continuing operations | 0.11 | 0.25 |
| From discontinued operations | (0.00) | (0.01) |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
DUNDEE PRECIOUS METALS INC. | 2
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars)
| Three months ended | March 31, | |
|---|---|---|
| 2021 | 2020 | |
| Net earnings | 19,822 | 42,436 |
| Other comprehensive income (loss) items that may be | ||
| reclassified subsequently to profit or loss: | ||
| Foreign exchange option contracts designated as | ||
| cash flow hedges | ||
| Unrealized losses, net of income tax recovery | ||
| of $nil (2020 - $nil) | (620) | (4,448) |
| Deferred cost of hedging, net of income tax recovery | ||
| of $nil (2020 - $nil) | (17) | (11,804) |
| Realized (gains) losses transferred to cost of sales, net of | ||
| income tax expense of $nil (2020 - $nil) | (1,223) | 53 |
| Commodity swap contracts designated as cash flow hedges | ||
| Unrealized losses, net of income tax recovery of $667 | ||
| (2020 - $nil) | (6,942) | - |
| Deferred cost of hedging, net of income tax recovery of $40 | ||
| (2020 - $nil) | (373) | - |
| Realized losses transferred to revenue, net of income tax | ||
| recovery of $104 (2020 - $nil) | 933 |
- |
| Cost of hedging transferred to revenue, net of income tax | ||
| recovery of $1 (2020 - $nil) | 13 |
- |
| Currency translation adjustments from discontinued operations | (136) | (4,196) |
| Other comprehensive loss items that will not be | ||
| reclassified subsequently to profit or loss: | ||
| Unrealized losses on publicly traded securities, net of | ||
| income tax recovery of$4,904(2020-$nil) | (32,110) | (24,550) |
| (40,475) |
(44,945) | |
| Comprehensive loss | (20,653) |
(2,509) |
| Comprehensive income (loss) attributable to: | ||
| Common shareholders of the Company | ||
| From continuing operations | (19,620) | 4,952 |
| From discontinued operations | (757) | (5,794) |
| Non-controllinginterests | (276) | (1,667) |
| Comprehensive loss | (20,653) | (2,509) |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
DUNDEE PRECIOUS METALS INC. | 3
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 2021 and 2020
(unaudited, in thousands of U.S. dollars)
| Three months ended | March 31, | |
|---|---|---|
| 2021 | 2020 | |
| OPERATING ACTIVITIES | ||
| Earnings before income taxes | 35,277 | 51,383 |
| Revenue transferred from deferred revenue | - | (17,901) |
| Depreciation and amortization | 24,178 | 24,056 |
| Changes in non-cash working capital_(note 9(a))_ | (15,277) | (47,222) |
| Other Items not affecting cash_(note 9(b))_ | 4,612 | 5,059 |
| Payments for settlement of derivative contracts | (1,165) | (1,962) |
| Income taxes paid | (34) |
(2,418) |
| Cash provided from operating activities of | ||
| continuing operations | 47,591 | 10,995 |
| Cash used in operating activities of | ||
| discontinued operations (note 3) | (415) | (1,570) |
| INVESTING ACTIVITIES | ||
| Purchase of publicly traded securities | (3,930) | - |
| Expenditures on exploration and evaluation assets | (38) | - |
| Expenditures on mine properties | (2,915) | (1,159) |
| Expenditures on property, plant and equipment | (7,719) | (5,943) |
| Expenditures on intangible assets | (549) | (1,059) |
| Cash used in investing activities of | ||
| continuing operations | (15,151) | (8,161) |
| Cash used in investing activities of | ||
| discontinued operations (note 3) | - |
(55) |
| FINANCING ACTIVITIES | ||
| Proceeds from share issuance | 1,040 | 772 |
| Repayments of credit facilities_(note 6(a))_ | - |
(10,000) |
| Lease obligations | (1,057) | (923) |
| Dividend paid_(note 10)_ | (5,442) | - |
| Interest andfinancefees paid | (807) | (779) |
| Cash used in financing activities of | ||
| continuing operations | (6,266) | (10,930) |
| Cash used in financing activities of | ||
| discontinued operations (note 3) | (105) | (88) |
| Increase (decrease) in cash of continuing operations | 26,174 |
(8,096) |
| Decreaseincashofdiscontinued operations | (520) | (1,713) |
| Cash at beginning of period, continuing operations | 149,532 | 21,283 |
| Cashat beginning ofperiod, discontinued operations | 582 | 2,157 |
| Cash at end of period, continuing operations | 175,706 | 13,187 |
| Cash at end ofperiod, discontinued operations | 62 | 444 |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
DUNDEE PRECIOUS METALS INC. | 4
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the three months ended March 31, 2021 and 2020
(unaudited, in thousands of U.S. dollars, except for number of shares)
| Number Amount Number Amount March 31, 2021 March31,2020 |
|
|---|---|
| Share capital Authorized Unlimited common and preference shares with no par value Issued Fully paid common shares with one vote per share Balance at beginning of period 181,400,125 525,219 180,537,053 522,351 Shares issued on exercise of stock options 580,164 1,040 364,131 772 Transferred from contributed surplus onexercise ofstockoptions 550 391 |
|
| Balance at end of period 181,980,289 526,809 180,901,184 523,514 |
|
| Contributed surplus Balance at beginning of period 7,078 9,150 Share-based compensation expense 248 235 Transferred to share capital on exercise of stock options (550) (391) Otherchangesincontributed surplus 3 (3) |
|
| Balance at end of period 6,779 8,991 |
|
| Retained earnings Balance at beginning of period 224,701 45,007 shareholders of the Company 20,062 43,171 Dividend distribution_(note 10)_ (5,459) (3,618) Net earnings attributable to common |
|
| Balance at end of period 239,304 84,560 |
|
| Balance at beginning of period 41,671 10,108 Othercomprehensiveloss (40,439) (44,013) Accumulated other comprehensive income (loss) |
|
| Balance at end of period 1,232 (33,905) |
|
| of the Company 774,124 583,160 Total equity attributable to common shareholders |
|
| Non-controlling interests Balance at beginning of period 6,615 6,278 Net loss attributable to non-controlling interests (240) (735) Other comprehensive loss attributable to (36) (932) 14 3 non-controlling interests Otherchangesin non-controllinginterests |
|
| Balance at end of period 6,353 4,614 |
|
| Total equity at end ofperiod 780,477 587,774 |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
DUNDEE PRECIOUS METALS INC. | 5
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
1. CORPORATE INFORMATION
Dundee Precious Metals Inc. (“DPM”) is a Canadian based, international gold mining company engaged in the acquisition of mineral properties, exploration, development, mining and processing of precious metals. DPM is a publicly listed company incorporated under the federal laws of Canada. DPM has common shares traded on the Toronto Stock Exchange (“TSX”). The address of DPM’s registered office is 1 Adelaide Street East, Suite 500, P. O. Box 195, Toronto, Ontario, M5C 2V9.
As at March 31, 2021, DPM’s condensed interim consolidated financial statements include DPM and its subsidiary companies (collectively, the “Company”).
Continuing operations:
DPM’s principal subsidiaries include:
-
100% of Dundee Precious Metals Chelopech EAD (“Chelopech”), which owns and operates a gold, copper and silver mine located east of Sofia, Bulgaria;
-
100% of Dundee Precious Metals Krumovgrad EAD (“Ada Tepe”), which owns and operates a gold mine located in south eastern Bulgaria, near the town of Krumovgrad; and
-
92% of Dundee Precious Metals Tsumeb (Proprietary) Limited (“Tsumeb”), which owns and operates a custom smelter located in Tsumeb, Namibia.
DPM holds interests, directly or indirectly, in a number of exploration properties located in Serbia, Canada, Bulgaria and Ecuador including:
-
100% of Avala Resources Ltd., which is focused on the exploration and development of the Timok gold project in Serbia;
-
8.9% of Sabina Gold and Silver Corp. (“Sabina”), which is focused on the development of the Back River project in southwestern Nunavut, Canada; and
-
23.5% of INV Metals Inc. (“INV”), which is focused on the exploration and development of the Loma Larga gold property located in Ecuador.
Discontinued operations (note 3) :
DPM also owns:
- 73.7% of MineRP Holdings (Proprietary) Limited, an independent mining software vendor with operations in Canada, South Africa, Australia and Chile, through MineRP Holdings Inc. (“MineRP”).
2. BASIS OF PREPARATION
These condensed interim consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, including International Accounting Standard 34, Interim Financial Reporting . These condensed interim consolidated financial statements do not include all of the information required for full financial statements and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2020, which have been prepared in accordance with IFRS.
The accounting policies applied in these condensed interim consolidated financial statements are consistent with those applied in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2020 .
These condensed interim consolidated financial statements were approved by the Board of Directors on May 5, 2021.
DUNDEE PRECIOUS METALS INC. | 6
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
3. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS
On December 22, 2020, the Company and other shareholders of MineRP collectively entered into a definitive agreement with Epiroc Canada Holding Inc., a subsidiary of Epiroc Rock Drills AB (“Epiroc”) for the sale of MineRP (the “MineRP Disposition”). Under the MineRP Disposition, the consideration for DPM’s equity interest in MineRP and the repayment of DPM shareholder loans consists of (i) approximately $41.0 million in cash, subject to a working capital adjustment following closing and (ii) potential additional proceeds in the form of an earn-out conditional on the achievement of certain revenue targets by MineRP in 2021 and 2022. The cash proceeds are net of approximately $5.1 million held in escrow on closing to secure against any post closing adjustments related to working capital and any potential breaches in representations and warranties for a period up to 2 years. The MineRP Disposition closed on May 3, 2021.
As a result of the MineRP Disposition, the assets and liabilities of MineRP have been presented as held for sale in the condensed interim consolidated statement of financial position as at March 31, 2021 and December 31, 2020, and the operating results and cash flows of MineRP have been presented as discontinued operations in the condensed interim consolidated statements of earnings (loss) and cash flows for the three months ended March 31, 2021 and 2020. As a consequence, certain comparative figures in the condensed interim consolidated statements of earnings (loss) and cash flows have been reclassified to conform with current period presentation.
The following table summarizes the assets and liabilities of MineRP which have been aggregated and presented as held for sale as at March 31, 2021 and December 31, 2020:
| presented as held for sale as at March 31, 2021 and December 31, | 2020: | |
|---|---|---|
| March 31, | December 31, | |
| 2021 | 2020 | |
| Cash | 62 | 582 |
| Accounts receivable | 3,421 | 1,524 |
| Property, plant & equipment | 1,142 | 1,265 |
| Intangible assets | 26,758 | 27,153 |
| Other long-termassets | 217 | 189 |
| Total assets held for sale | 31,600 | 30,713 |
| Accounts payable and accrued liabilities | 5,976 | 4,038 |
| Current portion of long-term liabilities | 302 | 303 |
| Deferred income tax liabilities | 950 | 950 |
| Other long-term liabilities | **636 ** | 712 |
| Total liabilities held for sale | 7,864 | 6,003 |
| Non-controlling interests of net assets held for sale | 6,247 | 6,504 |
DUNDEE PRECIOUS METALS INC. | 7
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
The following table summarizes the operating results of MineRP which have been aggregated and presented as discontinued operations for the three months ended March 31, 2021 and 2020:
| Three months ended | March 31, | |
|---|---|---|
| 2021 | 2020 | |
| Revenue | 3,888 | 3,917 |
| Costs and expenses | ||
| Cost of sales | 2,949 | 3,647 |
| General and administrative expenses | 1,753 | 1,534 |
| Otherexpense | 89 | 2,053 |
| 4,791 | 7,234 | |
| Loss before income taxes | (903) | (3,317) |
| Deferred income tax recovery | (11) | (64) |
| Net loss from discontinued operations | (892) | (3,253) |
4. EXPLORATION AND EVALUATION ASSETS
In February 2021, the Company announced the results of a pre-feasibility study (“PFS”) for its Timok gold project in Serbia. Based on the results of the PFS, the Board of Directors approved proceeding with a feasibility study (“FS”). As a result, $0.7 million costs related to the FS for the Timok gold project were capitalized to exploration and evaluation assets in the condensed interim consolidated statements of financial position as at March 31, 2021.
DUNDEE PRECIOUS METALS INC. | 8
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
5. FINANCIAL INSTRUMENTS
Set out below is a comparison, by category, of the carrying amounts of the Company’s financial instruments that are recognized in the condensed interim consolidated statements of financial position:
| Financial instrument classification |
Carrying Amount |
|---|---|
| March 31,December 31, 2021 2020 |
|
| Financial assets Cash Amortized cost Accounts receivable on provisionally priced sales Fair value through profit or loss Other accounts receivable Amortized cost Restricted cash Amortized cost Sabina special warrants_(a) Fair value through profit or loss Publicly traded securities(b) Fair value through other comprehensive income Commodity swap contracts(c) Derivatives for cash flow and fair value hedges Foreign exchange option contracts(d)_ Derivatives for cash flow hedges |
175,706149,532 67,29052,957 39,13331,963 2,0942,111 6,72912,128 61,38294,467 1,717104 4,5046,364 |
| Financial liabilities Accounts payable and accrued liabilities Amortized cost Commodity swap contracts_(c)_ Derivatives for cash flow and fair value hedges |
82,32566,465 10,6105,769 |
The carrying values of all the financial assets and liabilities measured at amortized cost approximate their fair values as at March 31, 2021 and December 31, 2020.
(a) Sabina special warrants
During the three months ended March 31, 2021, the Company purchased an additional 512,820 common shares of Sabina at an average price of $1.56 (Cdn$1.95) per share. As at March 31, 2021, DPM held: (i) 31,050,566 common shares of Sabina and (ii) 5,000,000 Series B special warrants, which will be automatically exercised upon a positive production decision with respect to the Back River project or upon the occurrence of certain other events. Each of the special warrants is exercisable into one common share until 2044.
For the three months ended March 31, 2021, the Company recognized unrealized losses on the Sabina special warrants of $5.4 million (2020 – $2.9 million) in other expense in the condensed interim consolidated statements of earnings (loss).
(b) Publicly traded securities
Publicly traded securities include a portfolio of equity investments in publicly traded mining and exploration companies, comprised primarily of Sabina, INV and Velocity Minerals Ltd.
During the three months ended March 31, 2021, the Company increased its equity interest in INV from 19.4% to 23.5% for an additional cost of $3.1 million.
DUNDEE PRECIOUS METALS INC. | 9
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
For the three months ended March 31, 2021, the Company recognized unrealized losses on these publicly traded securities of $37.0 million (2020 – $24.6 million) in other comprehensive income (loss) that will not be reclassified subsequently to profit or loss.
(c) Commodity swap contracts
The Company enters into cash settled commodity swap contracts from time to time to swap future contracted monthly average metal prices for fixed metal prices to eliminate or substantially reduce the metal price exposure associated with the time lag between the provisional and final determination of concentrate sales (“QP Hedges”).
As at March 31, 2021, the Company’s outstanding QP Hedges, all of which mature within five months from the reporting date, are summarized in the table below:
| Weighed average fixed price | ||
|---|---|---|
| Commodity hedged | Volume hedged | of QP Hedges |
| Payable gold | 31,290 ounces | $1,761.67/ounce |
| Payable copper | 10,394,783 pounds | $3.66/pound |
The Company also enters into cash settled commodity swap contracts from time to time to swap future contracted monthly average prices for fixed metal prices to reduce its future metal price exposure in respect of its projected production (“Production Hedges”).
As at March 31, 2021, the Company had outstanding commodity swap contracts in place in respect of its projected copper production as summarized in the table below:
| Year of projected | Volume of copper hedged | Average fixed price |
|---|---|---|
| production | (pounds) | ($/pound) |
| Balance of 2021 | 23,135,961 | 3.68 |
The Company designates the spot component of commodity swap contracts in respect of Production Hedges as cash flow hedges and the spot component of commodity swap contracts in respect of QP Hedges as fair value hedges.
The fair value gain or loss on commodity swap contracts is calculated based on the corresponding London Metal Exchange forward copper prices and New York Commodity Exchange forward gold and silver prices, as applicable. As at March 31, 2021, the net fair value loss on all outstanding commodity swap contracts was $8.9 million (December 31, 2020 – $5.7 million), of which $1.7 million (December 31, 2020 – $0.1 million) was included in other current assets and $10.6 million (December 31, 2020 – $5.8 million) in accounts payable and accrued liabilities.
The Company recognized net gains of $1.4 million (2020 – net losses of $1.0 million) for the three months ended March 31, 2021 in revenue on these commodity swap contracts.
For the three months ended March 31, 2021, the Company recognized unrealized losses of $6.7 million (2020 - $nil) in other comprehensive income (loss) on the spot component of the outstanding commodity swap contracts in respect of Production Hedges. The Company also recognized unrealized losses of $0.4 million (2020 – $nil) on the forward point component of the outstanding commodity swap contracts in respect of Production Hedges in other comprehensive income (loss) as a deferred cost of hedging.
DUNDEE PRECIOUS METALS INC. | 10
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
(d) Foreign exchange option contracts
The Company enters into foreign exchange option contracts from time to time to reduce the foreign exchange exposure associated with projected operating expenses and capital expenditures denominated in foreign currencies.
Foreign exchange option contracts are entered to provide price protection below a specified “floor” rate and participation up to a specified “ceiling” rate. The option contracts entered are comprised of a series of call options and put options (which when combined create a price “collar”) that are structured so as to provide for a zero upfront cash cost.
As at March 31, 2021, the Company had outstanding foreign exchange option contracts in respect of a portion of its projected South African Rand (“ZAR”) denominated operating expenses as summarized in the table below:
| Call options sold | Put options purchased | ||
|---|---|---|---|
| Year of projected | Amount hedged | Weighted average | Weighted average |
| operating expenses | in ZAR(i) | ceiling rate US$/ZAR | floor rate US$/ZAR |
| Balance of 2021 |
1,135,400,000 | 18.52 | 15.67 |
(i) The Namibian dollar is pegged to the ZAR on a 1:1 basis.
The Company designates the intrinsic value of option contracts as cash flow hedges. The time value component of foreign exchange option contracts is treated as a separate cost of hedging.
The fair value gain or loss on these outstanding contracts was calculated based on foreign exchange forward rates quoted in the market. As at March 31, 2021, the net fair value gain on all outstanding foreign exchange option contracts was $4.5 million (December 31, 2020 – $6.4 million), which was included in other current assets.
For the three months ended March 31, 2021, the Company recognized unrealized losses of $1.8 million (2020 – $4.4 million) in other comprehensive income (loss) on the spot component of the outstanding foreign exchange option contracts. The Company also recognized realized gains of $1.2 million (2020 – realized losses of $0.1 million) for the three months ended March 31, 2021 in cost of sales on the spot component of settled contracts.
For the three months ended March 31, 2021, the Company recognized unrealized losses of $0.02 million (2020 – $11.8 million) on the time value component of the outstanding foreign exchange option contracts in other comprehensive income (loss) as a deferred cost of hedging.
Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
- Level 1: based on quoted (unadjusted) prices in active markets for identical assets or liabilities; Level 2: based on inputs which have a significant effect on fair value that are observable, either directly or indirectly from market data; and
DUNDEE PRECIOUS METALS INC. | 11
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
- Level 3: based on inputs which have a significant effect on fair value that are not observable from market data.
The following table illustrates the classification of the Company’s financial instruments within the fair value hierarchy as at March 31, 2021 and December 31, 2020:
| As at March | 31, 2021 | |||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets | ||||
| Accounts receivable on provisionally | ||||
| priced sales | - | 67,290 | - | 67,290 |
| Sabina special warrants | - | - | 6,729 | 6,729 |
| Publicly traded securities | 61,382 | - | - | 61,382 |
| Commodity swap contracts | - | 1,717 | - | 1,717 |
| Foreign exchange option contracts | - | 4,504 | - | 4,504 |
| Financial liabilities | ||||
| Commodityswapcontracts | - | 10,610 | - | 10,610 |
| As at December | 31, 2020 | |||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets | ||||
| Accounts receivable on provisionally | ||||
| priced sales | - | 52,957 | - | 52,957 |
| Sabina special warrants | - | - | 12,128 | 12,128 |
| Publicly traded securities | 94,467 | - | - | 94,467 |
| Commodity swap contracts | - | 104 | - | 104 |
| Foreign exchange option contracts | - | 6,364 | - | 6,364 |
| Financial liabilities | ||||
| Commodity swap contracts | - | 5,769 | - | 5,769 |
During the three months ended March 31, 2021 and the year ended December 31, 2020, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.
The following table reconciles Level 3 fair value measurements from January 1, 2020 to March 31, 2021:
| Balance as at January 1, 2020 | 6,488 |
|---|---|
| Unrealized gains included in net earnings | 5,640 |
| Balance as at December 31, 2020 | 12,128 |
| Unrealizedlossesincludedin net earnings | (5,399) |
| Balance as at March 31, 2021 | 6,729 |
DUNDEE PRECIOUS METALS INC. | 12
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
6. DEBT
(a) DPM Revolving Credit Facility (“RCF”)
DPM has a committed RCF of $150.0 million with a consortium of banks. In February 2021, the Company extended the RCF’s maturity date from February 2023 to February 2024. The Company’s borrowing spread above LIBOR is 2.5%, and can range between 2.5% and 3.5% depending upon the Company’s funded net debt to adjusted earnings before interest, taxes, depreciation and amortization (“Debt Leverage Ratio”), as defined in the RCF agreement. The RCF is secured by pledges of the Company’s investments in Ada Tepe, Chelopech and Tsumeb and by guarantees from each of these subsidiaries.
The RCF contains financial covenants that require DPM to maintain: (i) a Debt Leverage Ratio below 3.75:1, (ii) a current ratio (including the addition of any unutilized credit within tranche B to current assets) of greater than 1.5:1, and (iii) a minimum net worth of $500.0 million plus (minus) 50% of ongoing annual net earnings (loss).
As at March 31, 2021 and December 31, 2020, DPM was in compliance with all financial covenants and $nil was drawn under the RCF.
(b) Tsumeb overdraft facility
Tusmeb has a Namibian $100.0 million ($6.8 million) demand overdraft facility. This facility is guaranteed by DPM and bears interest at a rate equal to the Namibian Prime Lending Rate minus 0.5%. As at March 31, 2021 and December 31, 2020, $nil was drawn from this facility.
(c) Other credit agreements and guarantees
In February 2021, Chelopech and Ada Tepe increased its multi-purpose credit facility from $16.0 million to $21.0 million. This credit facility matures on November 30, 2022 and is guaranteed by DPM. As at March 31, 2021, $14.1 million (December 31, 2020 – $6.1 million) had been utilized in the form of letters of credit and letters of guarantee, primarily in respect of concession contracts with the Bulgarian Ministry of Energy.
Chelopech and Ada Tepe also have a Euro 21.0 million ($24.6 million) credit facility to support mine closure and rehabilitation obligations. This credit facility matures on November 30, 2022 and is guaranteed by DPM. As at March 31, 2021, $24.6 million (December 31, 2020 – $25.8 million) had been utilized against this credit facility in the form of letters of guarantee, which were posted with the Bulgarian Ministry of Energy.
In February 2021, Ada Tepe increased its multi-purpose credit facility from $5.3 million to $10.3 million. This credit facility matures on November 30, 2022 and is guaranteed by DPM. As at March 31, 2021, $0.2 million (December 31, 2020 – $0.2 million) had been utilized against this multi-purpose revolving facility in the form of letters of credit and letters of guarantee.
Advances under these facilities bear interest at a rate equal to the one month U.S. Dollar LIBOR plus 2.5%. The letters of credit and guarantee bear a fee of 0.6% based on the amounts issued.
DUNDEE PRECIOUS METALS INC. | 13
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
7. SHARE-BASED COMPENSATION PLANS
The following is a summary of the new grants under the Company’s share-based compensation plans in April 2021:
| April 2021: | ||
|---|---|---|
| Number of unitsgranted | Fair valuegranted | |
| Restricted Share Units | 674,592 | 4,129 |
| Performance Share Units | 225,723 | 1,383 |
| Deferred Share Units | 46,506 | 287 |
| DPM Stock Options | 452,428 | 1,092 |
For the three months ended March 31, 2021, mark-to-market adjustments related to the change in DPM’s share price resulted in a decrease in share-based compensation of $2.9 million (2020 – $4.9 million).
8. RELATED PARTY TRANSACTIONS
Key management remuneration
The Company’s related parties include its key management. Key management includes directors (executive and non-executive), the Chief Executive Officer (“CEO”) and the Executive Vice Presidents reporting directly to the CEO.
The remuneration of the key management of the Company recognized in the condensed interim consolidated statements of earnings (loss) for the three months ended March 31, 2021 and 2020 was as follows:
| Three months ended | March 31, | |
|---|---|---|
| 2021 | 2020 | |
| Salaries, management bonuses and director fees | 842 | 906 |
| Other benefits | 62 | 66 |
| Share-based compensation | (1,777) |
(1,073) |
| Total remuneration | (873) |
(101) |
9. SUPPLEMENTARY CASH FLOW INFORMATION
(a) Changes in non-cash working capital
| (a) Changes in non-cash working capital | ||
|---|---|---|
| Three months ended | March 31, | |
| 2021 | 2020 | |
| Increase in accounts receivable and other assets | (17,823) | (39,715) |
| Decrease in inventories | 2,280 | 5,405 |
| Increase (decrease) in accounts payable and accrued liabilities | 1,428 |
(11,360) |
| Decreaseinother liabilities | (1,162) | (1,552) |
| (15,277) | (47,222) |
DUNDEE PRECIOUS METALS INC. | 14
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
(b) Other items not affecting cash
| (b) Other items not affecting cash | ||
|---|---|---|
| Three months ended | March 31, | |
| 2021 | 2020 | |
| Net finance cost | 1,311 | 2,177 |
| Share-based compensation expense | 248 | 235 |
| Net losses on Sabina special warrants | 5,399 | 2,955 |
| Net (gains) losses on commodity swap contracts | (1,343) | 775 |
| Net (gains) losses on foreign exchange option contracts | (1,223) | 53 |
| Other,net | 220 |
(1,136) |
| 4,612 | 5,059 |
10. DIVIDEND
On February 11, 2021, the Company declared a quarterly dividend of $0.03 (2020 – $0.02) per common share payable on April 15, 2021 to shareholders of record on March 31, 2021 resulting in dividend distributions of $5.5 million (2020 – $3.6 million) recognized against its retained earnings in the condensed interim consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2021. As at March 31, 2021, the Company recognized a dividend payable of $5.5 million (December 31, 2020 – $5.4 million) in accounts payable and accrued liabilities in the condensed interim consolidated statements of financial position. For the three months ended March 31, 2021, the Company also paid $5.4 million (2020 – $nil) of dividends which was included in cash used in financing activities in the condensed interim consolidated statements of cash flows.
On May 5, 2021, the Company declared a dividend of $0.03 per common share payable on July 15, 2021 to shareholders of record on June 30, 2021.
11. COMMITMENTS AND OTHER CONTINGENCIES
(a) Commitments
The Company had the following minimum contractual commitments as at March 31, 2021:
| up to 1year | 1 -5 years | Total | |
|---|---|---|---|
| Capital commitments | 9,093 | - | 9,093 |
| Purchase commitments | 18,637 | 16,919 | 35,556 |
| Total commitments | 27,730 | 16,919 | 44,649 |
As at March 31, 2021, Tsumeb had approximately $91.7 million (December 31, 2020 – $76.9 million) of recoverable third party in-process secondary materials, which it is obligated to process and return, generally in the form of blister, to IXM S.A. (“IXM”) pursuant to a tolling agreement (the “Tolling Agreement”). As at March 31, 2021, the value of excess secondary materials, as defined in the Tolling Agreement, was approximately $58.4 million (December 31, 2020 – $45.4 million). Under the Tolling Agreement, the Company was obliged to eliminate excess secondary materials by April 30, 2021.
In April 2021, the Company and IXM agreed to amend the existing Tolling Agreement to provide for, among other things: i) targeted declining excess secondary material balances, above which excess secondary material would be required to be purchased by the Company; ii) the elimination of all excess secondary material by December 31, 2022; iii) an increase in the defined level of normal secondary material; and iv) an extension of the Tolling Agreement by three years to December 31, 2026.
DUNDEE PRECIOUS METALS INC. | 15
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
(b) Contingencies
The Company is involved in legal proceedings, from time to time, arising in the ordinary course of its business. It is not expected that any material liability will arise from current legal proceedings or have a material adverse effect on the Company’s future business, operations or financial condition.
12. FINANCIAL RISK MANAGEMENT IN RESPONSE TO CORONAVIRUS (“COVID-19”)
In March 2020, the World Health Organization classified the COVID-19 epidemic as a worldwide pandemic and governments across the globe undertook extensive measures to combat the spread of this virus. To date, as a result of the proactive actions being taken within the regions in which we operate and by personnel at each of our sites, the Company has not experienced any material disruptions to its operations as a result of COVID-19. The Company’s Chelopech and Ada Tepe mines in Bulgaria continue to operate at full capacity and have not experienced any disruptions to their operations.
In April 2020, the Tsumeb smelter in Namibia curtailed its operations by shutting down ancillary plants for 30 days in response to a government directive to the natural resources industry aimed at limiting staffing levels. Full operations resumed in May 2020 with ongoing management of the number of employees and contractors working at site and continued observance of the COVID-19 controls that have been established across all sites. During the three months ended March 31, 2021, Tsumeb’s maintenance shutdown, which was originally planned for 30 days, was extended to 45 days in part as a result of COVID-19 related safety protocols, travel restrictions and the use of remote commissioning support.
The Company continues to closely assess and monitor the COVID-19 situation, particularly as governments in various jurisdictions maintain and/or implement new measures to manage a resurgence in the number of cases and the impact on their medical systems and economies. The Company is continuing with a number of measures to mitigate the associated risks, including procedures and contingency plans that were established at each operating location directed at safeguarding employees, managing potential supply chain disruptions, and maintaining production at each of its operations. Management of the situation is being overseen by an experienced cross-functional team that includes members of senior management and leaders at each of the Company’s operations.
The Company has experienced several positive cases within its workforce. These positive cases are being effectively managed with testing, contact tracing and isolation measures and, to date, the vast majority of employees have recovered with the remaining employees isolating offsite in accordance with the Company’s procedures. Given the relatively low number of COVID-19 cases and the management protocols in effect, the impact on the Company’s operations has been minimal.
At present, there do not appear to be any imminent COVID-19 related circumstances that are expected to disrupt the Company’s operations, however, given the highly uncertain and evolving nature of this situation, the Company is not able to reliably estimate the likelihood, timing, duration, severity and scope of this pandemic and the potential impact it could have on the Company’s operating and financial results.
13. OPERATING SEGMENT INFORMATION
Operating segments are components of an entity whose operating results are regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance and for which separate financial information is available.
DUNDEE PRECIOUS METALS INC. | 16
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
The Company has three reportable operating segments – Chelopech and Ada Tepe in Bulgaria and Tsumeb in Namibia. The nature of their operations, products and services are described in note 1 , Corporate Information . These segments are organized predominantly by the products and services provided to customers and geography of the businesses. The Corporate and Other segment includes corporate, exploration and evaluation and other income and cost items that do not pertain directly to an operating segment. There are no significant inter-segment transactions that have not been eliminated on consolidation.
The operating results of MineRP have been presented as a discontinued operation and the assets and liabilities of MineRP have been presented as held for sale as a result of the MineRP Disposition (note 3).
The following table summarizes the relevant information by segment for the three months ended March 31, 2021 and 2020:
| Three months | Three months | ended March 31, 2021 | ended March 31, 2021 | ||
|---|---|---|---|---|---|
| Corporate | |||||
| Chelopech | Ada Tepe | Tsumeb | & Other | Total | |
| Continuing Operations | |||||
| Revenue_(a)_ | 71,705 | 57,417 | 8,908 | - | 138,030 |
| Earnings (loss) before income taxes | 36,805 | 33,343 | **(20,456) ** | (14,415) | 35,277 |
| Capital expenditures | 4,292 | 4,338 | 9,234 | 1,167 | 19,031 |
| Three months ended March 31,2020 | |||||
| Corporate | |||||
| Chelopech | Ada Tepe | Tsumeb | & Other | Total | |
| Continuing Operations | |||||
| Revenue_(a)_ | 63,134 | 43,029 | 41,624 | - | 147,787 |
| Earnings (loss) before income taxes | 33,091 | 19,956 | 7,321 | (8,985) | 51,383 |
| Capital expenditures | 4,405 | 1,790 | 2,414 | 973 | 9,582 |
(a) Revenues from Chelopech and Ada Tepe were generated from the sale of concentrate and Tsumeb’s revenues were generated from processing concentrate and acid sales.
The following table summarizes the Company’s revenue recognized for the three months ended March 31, 2021 and 2020:
| Three months ended | March 31, | |
|---|---|---|
| 2021 | 2020 | |
| Revenue recognized at a point in time from: | ||
| Sale of concentrate | 132,081 | 105,742 |
| Processing concentrate | 6,613 | 34,996 |
| Acid sales | 2,295 | 6,628 |
| Mark-to-market price adjustments | ||
| onprovisionally priced sales | (2,959) | 421 |
| Total revenue | 138,030 | 147,787 |
DUNDEE PRECIOUS METALS INC. | 17
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 and 2020 (unaudited, in thousands of U.S. dollars, unless otherwise indicated)
The following table summarizes the total assets and total liabilities by segment as at March 31, 2021 and December 31, 2020:
| December 31, 2020: | ||||
|---|---|---|---|---|
| As at March 31, 2021 | ||||
| Corporate | ||||
| Chelopech | Ada Tepe | Tsumeb | & Other Total |
|
| Total current assets | 137,600 | 89,888 | 25,551 | 77,973 331,012 |
| **Total non-current assets ** | 174,636 | 243,483 | 115,847 | 74,314 608,280 |
| Assets held for sale | 31,60031,600 | |||
| Total assets | 312,236 | 333,371 | 141,398 | 183,887 970,892 |
| Liabilities | 62,149 | 30,149 | 44,061 | 46,192 182,551 |
| Liabilities held for sale | 7,864 7,864 | |||
| Total liabilities | 62,149 | 30,149 | 44,061 | 54,056 190,415 |
| As atDecember31,2020 | ||||
| Corporate | ||||
| Chelopech | AdaTepe | Tsumeb | & Other Total |
|
| Total current assets | 98,584 | 63,651 | 46,969 | 79,115 288,319 |
| Total non-current assets | 175,518 | 256,771 | 111,750 | 111,789 655,828 |
| Assetsheldforsale | 30,713 30,713 | |||
| Totalassets | 274,102 | 320,422 | 158,719 | 221,617974,860 |
| Liabilities | 52,830 | 27,776 | 37,660 | 45,307 163,573 |
| Liabilitiesheldforsale | 6,003 6,003 | |||
| Total liabilities | 52,830 | 27,776 | 37,660 | 51,310169,576 |
DUNDEE PRECIOUS METALS INC. | 18