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Endeavour Mining PLC — Interim / Quarterly Report 2022
Aug 3, 2022
5068_rns_2022-08-03_d286bf37-c792-4a2c-8537-61a605f20b09.pdf
Interim / Quarterly Report
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ENDEAVOUR MINING
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended 30 June 2022 and 2021
(Expressed in Millions of United States Dollars) (Unaudited)
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS CONTENTS
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS ... 2
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS ... 3
CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION ... 4
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ... 5
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
- DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS ... 6
- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES ... 6
- CORPORATE COSTS ... 7
- ACQUISITIONS AND DIVESTITURES ... 8
- SHARE CAPITAL ... 11
- FINANCIAL INSTRUMENTS AND RELATED RISKS ... 15
- LONG-TERM DEBT ... 17
- TRADE AND OTHER RECEIVABLES ... 20
- INVENTORIES ... 20
- MINING INTERESTS ... 21
- OTHER FINANCIAL ASSETS ... 22
- TRADE AND OTHER PAYABLES ... 23
- OTHER FINANCIAL LIABILITIES ... 23
- NON-CONTROLLING INTERESTS ... 26
- SUPPLEMENTARY CASH FLOW INFORMATION ... 26
- INCOME TAXES ... 27
- SEGMENTED INFORMATION ... 28
- CAPITAL MANAGEMENT ... 30
- COMMITMENTS AND CONTINGENCIES ... 30
- SUBSEQUENT EVENTS ... 31
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
| Note | THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | ||
| Revenues | |||||
| Revenue | 17 | 629.6 | 709.1 | 1,315.8 | 1,310.1 |
| Cost of sales | |||||
| Operating expenses | (251.2) | (257.7) | (468.7) | (510.1) | |
| Depreciation and depletion | (139.8) | (144.9) | (291.8) | (261.5) | |
| Royalties | (38.1) | (40.0) | (79.1) | (81.1) | |
| Earnings from mine operations | 200.5 | 266.5 | 476.2 | 457.4 | |
| Corporate costs | 3 | (6.8) | (15.9) | (20.8) | (30.2) |
| Acquisition and restructuring costs | 4 | (1.3) | (14.5) | (1.5) | (26.7) |
| Share-based compensation | 5 | (3.1) | (9.8) | (10.8) | (17.8) |
| Other expense | (10.6) | (7.7) | (12.6) | (11.0) | |
| Exploration costs | (8.0) | (5.9) | (15.1) | (15.7) | |
| Earnings from operations | 170.7 | 212.7 | 415.4 | 356.0 | |
| Other income/(expense) | |||||
| Gain/(loss) on financial instruments | 6 | 106.8 | (13.3) | (72.0) | 28.9 |
| Finance costs, net | 7 | (16.5) | (13.6) | (31.7) | (25.8) |
| Earnings before taxes | 261.0 | 185.8 | 311.7 | 359.1 | |
| Current income tax expense | 16 | (64.7) | (44.4) | (139.4) | (116.3) |
| Deferred income tax recovery/(expense) | 16 | 8.2 | 6.6 | (3.0) | 13.4 |
| Net comprehensive earnings from continuing operations | 204.5 | 148.0 | 169.3 | 256.2 | |
| Net comprehensive earnings/(loss) from discontinued operations | 4 | — | 2.9 | 14.8 | (7.3) |
| Net comprehensive earnings | 204.5 | 150.9 | 184.1 | 248.9 | |
| Net earnings from continuing operations attributable to: | |||||
| Shareholders of Endeavour Mining plc | 189.4 | 125.8 | 132.7 | 209.8 | |
| Non-controlling interests | 14 | 15.1 | 22.2 | 36.6 | 46.4 |
| 204.5 | 148.0 | 169.3 | 256.2 | ||
| Total net earnings attributable to: | |||||
| Shareholders of Endeavour Mining plc | 189.4 | 128.2 | 147.2 | 200.6 | |
| Non-controlling interests | 14 | 15.1 | 22.7 | 36.9 | 48.3 |
| 204.5 | 150.9 | 184.1 | 248.9 | ||
| Earnings per share from continuing operations | |||||
| Basic earnings per share | 5 | 0.76 | 0.50 | 0.53 | 0.91 |
| Diluted earnings per share | 5 | 0.76 | 0.50 | 0.53 | 0.91 |
| Earnings per share | |||||
| Basic earnings per share | 5 | 0.76 | 0.51 | 0.59 | 0.87 |
| Diluted earnings per share | 5 | 0.76 | 0.51 | 0.59 | 0.87 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)(UNAUDITED)
| Note | THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | ||
| Operating activities | |||||
| Earnings before taxes | 261.0 | 185.8 | 311.7 | 359.1 | |
| Non-cash items | 15 | 52.9 | 184.0 | 406.6 | 278.6 |
| Cash received/(paid) on settlement of DSUs, PSUs and options | 5 | 1.4 | 1.9 | 2.4 | (12.0) |
| Cash received/(paid) on settlement of financial instruments | 6 | 1.4 | 2.8 | (5.6) | 2.8 |
| Income taxes paid | (64.2) | (104.7) | (92.9) | (128.3) | |
| Foreign exchange (loss)/gain | — | (0.8) | (0.1) | 2.1 | |
| Operating cash flows before changes in working capital | 252.5 | 269.0 | 622.1 | 502.3 | |
| Changes in working capital | 15 | 0.7 | 15.1 | (69.5) | (14.3) |
| Operating cash flows generated from continuing operations | 253.2 | 284.1 | 552.6 | 488.0 | |
| Operating cash flows generated from discontinued operations | 4 | — | 16.4 | 4.9 | 10.3 |
| Cash generated from operating activities | 253.2 | 300.5 | 557.5 | 498.3 | |
| Investing activities | |||||
| Expenditures on mining interests | (140.3) | (141.6) | (225.5) | (254.3) | |
| Cash acquired on acquisition of subsidiaries | 4 | — | — | — | 27.0 |
| Changes in other assets | (4.3) | 6.9 | (7.9) | (6.7) | |
| Proceeds from sale of subsidiaries net of cash disposed | 4 | — | — | (4.5) | (4.7) |
| Investing cash flows used by continuing operations | (144.6) | (134.7) | (237.9) | (238.7) | |
| Investing cash flows used by discontinued operations | 4 | — | (2.6) | (0.5) | (3.8) |
| Cash used in investing activities | (144.6) | (137.3) | (238.4) | (242.5) | |
| Financing activities | |||||
| Proceeds received from the issue of common shares | 5 | — | — | — | 200.0 |
| Acquisition of shares in share buyback | 5 | (6.7) | (59.5) | (37.8) | (59.5) |
| Payments from the settlement of shares | 13 | — | — | (13.4) | — |
| Cash settlement of warrants | 13 | — | — | 13.9 | — |
| Dividends paid to shareholders | 5 | — | — | (69.3) | (60.0) |
| Proceeds of long-term debt | 7 | — | — | 50.0 | 490.0 |
| Repayment of long-term debt | 7 | — | (120.0) | — | (563.0) |
| Payment of financing fees and other | (14.0) | (4.2) | (20.1) | (20.6) | |
| Repayment of lease liabilities | (5.2) | (7.4) | (9.5) | (17.8) | |
| Settlement of gold offtake liability | 4 | — | — | — | (49.7) |
| Financing cash flows used by continuing operations | (25.9) | (191.1) | (86.2) | (80.6) | |
| Financing cash flows (used by)/generated from discontinued operations | 4 | — | (0.6) | 10.2 | (46.4) |
| Cash used in financing activities | (25.9) | (191.7) | (76.0) | (127.0) | |
| Effect of exchange rate changes on cash | (32.5) | (6.7) | (52.5) | (10.5) | |
| Increase/(decrease) in cash and cash equivalents | 50.2 | (35.2) | 190.6 | 118.3 | |
| Cash and cash equivalents, beginning of year¹ | 1,046.6 | 868.2 | 906.2 | 714.7 | |
| Cash and cash equivalents, end of period | 1,096.8 | 833.0 | 1,096.8 | 833.0 |
¹Cash and cash equivalents at the beginning of the 2021 year includes cash included as assets held for sale of $69.7 million.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS)(UNAUDITED)
| Note | As at 30 June 2022 | As at 31 December 2021 | |
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash and cash equivalents | 1,096.8 | 906.2 | |
| Trade and other receivables | 8 | 109.5 | 104.8 |
| Inventories | 9 | 322.7 | 311.3 |
| Current portion of other financial assets | 11 | 12.4 | 8.6 |
| Prepaid expenses and other | 37.4 | 35.1 | |
| 1,578.8 | 1,366.0 | ||
| Non-current | |||
| Mining interests | 10 | 4,882.3 | 4,980.2 |
| Goodwill | 134.4 | 134.4 | |
| Deferred tax assets | — | 10.0 | |
| Other financial assets | 11 | 90.1 | 95.0 |
| Inventories | 9 | 209.5 | 185.3 |
| Total assets | 6,895.1 | 6,770.9 | |
| LIABILITIES | |||
| Current | |||
| Trade and other payables | 12 | 361.4 | 351.0 |
| Lease liabilities | 18.8 | 14.4 | |
| Current portion long-term debt | 7 | 347.8 | — |
| Other financial liabilities | 13 | 84.9 | 32.4 |
| Income taxes payable | 204.6 | 169.3 | |
| 1,017.5 | 567.1 | ||
| Non-current | |||
| Lease liabilities | 30.8 | 36.7 | |
| Long-term debt | 7 | 537.3 | 841.9 |
| Other financial liabilities | 13 | 21.5 | 104.3 |
| Environmental rehabilitation provision | 147.2 | 162.9 | |
| Deferred tax liabilities | 675.3 | 672.3 | |
| Total liabilities | 2,429.6 | 2,385.2 | |
| EQUITY | |||
| Share capital | 5 | 2.5 | 2.5 |
| Share premium | 21.9 | 4.5 | |
| Other reserves | 5 | 582.2 | 584.0 |
| Retained earnings | 3,400.0 | 3,330.5 | |
| Equity attributable to shareholders of the Corporation | 4,006.6 | 3,921.5 | |
| Non-controlling interests | 14 | 458.9 | 464.2 |
| Total equity | 4,465.5 | 4,385.7 | |
| Total equity and liabilities | 6,895.1 | 6,770.9 |
Registered No. 13280545
COMMITMENTS AND CONTINGENCIES (NOTE 19)
SUBSEQUENT EVENTS (NOTE 20)
Approved by the Board: 2 August 2022
"Sebastien de Montessus" Director
"Alison Baker" Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS) (UNAUDITED)
| Note | SHARE CAPITAL | Other Reserves (Note 5) | (Deficit)/Retained Earnings | Total Attributable to Shareholders | Non-Controlling Interests | Total | ||
|---|---|---|---|---|---|---|---|---|
| Share Capital1 | Share Premium Reserve | |||||||
| At 1 January 2021 | 16.3 | 3,027.4 | 70.4 | (1,056.2) | 2,058.0 | 190.9 | 2,248.9 | |
| Consideration on the acquisition of Teranga | 4 | 7.9 | 1,670.4 | 30.4 | — | 1,708.7 | 245.9 | 1,954.6 |
| Shares issued on private placement | 5 | 0.9 | 199.1 | — | — | 200.0 | — | 200.0 |
| Purchase and cancellation of own shares | 14 | (0.2) | — | 0.2 | (76.3) | (76.3) | — | (76.3) |
| Shares issued on exercise of options and PSUs | 0.2 | 27.9 | (21.6) | — | 6.5 | — | 6.5 | |
| Share-based compensation | 5 | — | — | 19.0 | — | 19.0 | — | 19.0 |
| Dividends paid | 5 | — | — | — | (60.0) | (60.0) | — | (60.0) |
| Dividends to non-controlling interests | 14 | — | — | — | — | — | (29.9) | (29.9) |
| Disposal of the Agbaou mine | 4 | — | — | — | — | — | (3.0) | (3.0) |
| Reorganisation | 1,5 | (22.5) | (4,924.2) | 4,946.7 | — | — | — | — |
| Reclassification of PSUs to liabilities | 13 | — | — | (14.4) | — | (14.4) | — | (14.4) |
| Total net and comprehensive earnings | — | — | — | 200.6 | 200.6 | 48.3 | 248.9 | |
| At 30 June 2021 | 2.6 | 0.6 | 5,030.7 | (991.9) | 4,042.1 | 452.2 | 4,494.3 | |
| At 1 January 2022 | 2.5 | 4.5 | 584.0 | 3,330.5 | 3,921.5 | 464.2 | 4,385.7 | |
| Purchase and cancellation of own shares1 | 5 | — | — | — | (40.9) | (40.9) | — | (40.9) |
| Shares issued on exercise of options, warrants and PSUs1 | — | 17.4 | (6.6) | 32.5 | 43.3 | — | 43.3 | |
| Share-based compensation | 5 | — | — | 4.8 | — | 4.8 | — | 4.8 |
| Dividends paid | 5 | — | — | — | (69.3) | (69.3) | — | (69.3) |
| Dividends to non-controlling interests | 14 | — | — | — | — | — | (32.9) | (32.9) |
| Disposal of the Karma mine | 4 | — | — | — | — | — | (9.3) | (9.3) |
| Total net and comprehensive earnings | — | — | — | 147.2 | 147.2 | 36.9 | 184.1 | |
| At 30 June 2022 | 2.5 | 21.9 | 582.2 | 3,400.0 | 4,006.6 | 458.9 | 4,465.5 |
1Changes to share capital occurred however is presented as zero due to the nominal amount of the change and due to all USD amounts rounded to millions.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
1 DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
Endeavour Mining plc (the "Company"), together with its subsidiaries (collectively, "Endeavour" or the "Group"), is a publicly listed gold mining company that operates six mines in West Africa in addition to having project development and exploration assets. Endeavour is focused on effectively managing its existing assets to maximise cash flows as well as pursuing organic and strategic growth opportunities that benefit from its management and operational expertise.
Endeavour's corporate office is in London, England, and its shares are listed on the London Stock Exchange ("LSE") (symbol EDV), and on the Toronto Stock Exchange ("TSX") (symbol EDV) and quoted in the United States on the OTCQX International (symbol EDVMF). The Company is incorporated in the United Kingdom and its registered office is located at 5 Young Street, London, United Kingdom, W8 5EH.
Prior to its listing on the London Stock Exchange on 14 June 2021, Endeavour Mining Corporation ("EMC") was the parent company of the Group for which consolidated financial statements were produced. On 11 June 2021, the shareholders of EMC transferred all of their shares in EMC to Endeavour Mining plc in exchange for ordinary shares of equal value in Endeavour Mining plc (the "Reorganisation"). This resulted in Endeavour Mining plc, which was incorporated on 21 March 2021, becoming the new parent company for the Group. As a result of the Reorganisation, there was no change in the legal ownership of any of the assets of EMC or Endeavour Mining plc, nor any change in the ownership of existing shares or securities of EMC or Endeavour Mining plc. The financial information as at 30 June 2022 and for the three and six months ended 30 June 2022 (and comparative information) is presented as a continuation of EMC.
2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
a. STATEMENT OF COMPLIANCE
These condensed interim consolidated financial statements ("interim financial statements") have been prepared in accordance with UK adopted International Accounting Standard ("IAS") 34, Interim Financial Reporting. In addition to preparing interim financial statements in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting", the Company has also applied International Accounting Standard 34, "Interim Financial Reporting" as issued by the IASB. These interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and UK adopted international accounting standards, and do not include all of the information required for full annual financial statements prepared using IFRS, and are also in accordance with the requirements of the Disclosure Guidance and Transparency Rules ("DTR") in the United Kingdom as applicable to interim financial reporting. These interim financial statements represent a 'condensed set of financial statements' as referred to in the DTR. The annual consolidated financial statements of the Group for the year ended 31 December 2021 ("annual financial statements") were prepared in accordance with UK adopted international accounting standards and International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB").
These interim financial statements for the three and six months ended 30 June 2022 were authorised for issue in accordance with a resolution of the Board on 2 August 2022. The interim financial statements are unaudited and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. These interim financial statements should be read in conjunction with the annual financial statements of the Company for the year ended 31 December 2021, which include information necessary or useful to understanding the Company's operations, financial performance, and financial statement presentation. In particular, the Company's significant accounting policies were presented as note 2 to the annual financial statements and have been consistently applied in the preparation of these interim financial statements.
The comparative financial information for the year ended 31 December 2021 in this interim report does not constitute statutory accounts for that year. The statutory accounts for 31 December 2021 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
None of the new standards or amendments to standards and interpretations applicable during the period has had a material impact on the financial position or performance of the Group. The Group has not early adopted any standard, interpretation or amendment that was issued but is not yet effective.
b. BASIS OF PREPARATION
These interim financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair value at the end of each reporting period. The Company's accounting policies have been applied consistently to all periods in the preparation of these interim financial statements. In preparing the Company's interim financial statements for the three and six months ended 30 June 2022, the Company applied the critical judgments and estimates as disclosed in note 3 of its annual financial statements for the year ended 31 December 2021.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
These interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, which is defined as having the power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation.
The Company's subsidiaries at 30 June 2022 are consistent with the subsidiaries as at 31 December 2021 as disclosed in note 22 to the annual financial statements except for the disposal of the Karma mine in the first quarter of the year. The Company's material subsidiaries at 30 June 2022 are as follows:
| Entity | Principal activity | Place of incorporation and operation | Proportion of ownership interest and voting power held | |
|---|---|---|---|---|
| 31 March 2022 | 31 December 2021 | |||
| Houndé Gold Operations S.A. | Gold Operations | Burkina Faso | 90 % | 90 % |
| Semafo Boungou S.A. | Gold Operations | Burkina Faso | 90 % | 90 % |
| Semafo Burkina Faso S.A. | Gold Operations | Burkina Faso | 90 % | 90 % |
| Wahgnion Gold Operations SA | Gold Operations | Burkina Faso | 90 % | 90 % |
| Société des Mines d'Ity S.A. | Gold Operations | Côte d'Ivoire | 85 % | 85 % |
| La Mancha Côte d'Ivoire SàRL | Exploration | Côte d'Ivoire | 100 % | 100 % |
| Sabodala Gold Operations SA | Gold Operations | Senegal | 90 % | 90 % |
c. GOING CONCERN
The Board of Directors have performed an assessment of whether the Company and Group would be able to continue as a going concern until at least September 2023. In their assessment, the Group has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts.
At 30 June 2022, the Group's net cash position was $216.8 million, calculated as the difference between the current and non-current portion of long-term debt with a principal outstanding of $880.0 million and cash of $1,096.8 million. At 30 June 2022, the Group had undrawn credit facilities of $450.0 million. The Group had current assets of $1,578.8 million and current liabilities of $1,017.5 million representing a total working capital balance (current assets less current liabilities) of $561.3 million as at 30 June 2022 which includes the convertible senior notes due in February 2023. Cash flows from operating activities for the three and six months ended 30 June 2022 were inflows of $253.2 million and $557.5 million respectively.
Based on a detailed cash flow forecast prepared by management, in which it included any reasonable possible change in the key assumptions on which the cash flow forecast is based, the Board of Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least September 2023 and that at this point in time there are no material uncertainties regarding going concern. Key assumptions underpinning this forecast include consensus analyst gold prices and production volumes in line with annual guidance.
The Board of Directors is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the interim financial statements as at and for the period ended 30 June 2022.
3 CORPORATE COSTS
The following table summarises the significant components of corporate costs:
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
| London Stock Exchange listing expenses | — | 5.4 | — | 8.2 |
| Employee compensation | 3.2 | 4.5 | 9.4 | 11.4 |
| Professional services | 1.8 | 3.1 | 5.1 | 5.1 |
| Other corporate expenses | 1.8 | 2.9 | 6.3 | 5.5 |
| Total corporate costs | 6.8 | 15.9 | 20.8 | 30.2 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
4 ACQUISITIONS AND DIVESTITURES
In the three and six months ended 30 June 2022, the Group incurred $1.3 million and $1.5 million respectively (for the three and six months ended 30 June 2021 - $14.5 million and $26.7 million respectively) of acquisition and restructuring related costs relating to advisory, legal, valuation and other professional fees, primarily with respect to the disposal of discontinued operations and in the prior period related to the acquisition of Teranga Gold Corporation ("Teranga"). These costs are expensed as acquisition and restructuring costs within the condensed interim consolidated statement of comprehensive earnings.
a. ACQUISITION OF TERANGA
On 10 February 2021, the Group completed the acquisition of Teranga. Teranga was a Canadian-based gold mining company listed on the TSX and in the United States on the OTCQX market with two operating mines in West Africa: the Sabodala-Massawa Gold Complex ("Sabodala-Massawa") in Senegal and the Wahgnion Gold Mine ("Wahgnion") in Burkina Faso. In addition, Teranga had a number of early to advanced stage exploration properties in Burkina Faso, Côte d'Ivoire and Senegal. The acquisition of Teranga supports the Group's growth strategy and enhances the Group's production profile.
As disclosed in note 5 of the annual financial statements, in the fourth quarter of 2021, the Company finalised the fair values of the assets acquired and liabilities assumed in the acquisition, with adjustments to the valuation of mining interests and liabilities with respect to certain income tax positions. The impact of these adjustments to the allocation of the purchase consideration has been recognised retrospectively and comparative information has been restated as follows:
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||
|---|---|---|---|---|---|---|
| 30 June 2021 | 30 June 2021 | |||||
| As reported | Retrospective change | Revised | As reported | Retrospective change | Revised | |
| Operating expenses | (254.9) | (2.8) | (257.7) | (484.8) | (25.3) | (510.1) |
| Depreciation and depletion | (145.3) | 0.4 | (144.9) | (262.6) | 1.1 | (261.5) |
| Impact on earnings from mine operations | (400.2) | (2.4) | (402.6) | (747.4) | (24.2) | (771.6) |
b. DIVESTITURE OF KARMA
On 10 March 2022, the Group completed the sale of its 90% interest in the Karma mine cash-generating unit ("CGU") to Néré Mining SA ("Néré"). The consideration upon sale of the Karma mine included (i) a deferred cash payment of $5.0 million to be paid six months after closing of the transaction; (ii) a contingent payment of up to $10.0 million payable twelve months after closing, based on a sliding scale, linked to the average gold price; and (iii) a 2.5% net smelter royalty ("NSR") on all ounces produced by the Karma mine in excess of 160koz of recovered gold from 1 January 2022.
The fair value of the various aspects of the consideration at the closing date were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):
- The fair value of the deferred cash payment payable six months after closing of the transaction was determined to be $5.0 million.
- The fair value of the contingent consideration was estimated using a Monte Carlo simulation model using the following key inputs: spot price of gold of $1,829 per ounce, annualised gold price volatility of 14.8%, for each of the quarters in 2022, which resulted in a fair value of $5.0 million.
- The fair value of the NSR was estimated using probability-weighted scenarios with respect to discounted cash flow models for future production that might exceed the Karma reserves at 1 January 2022. Based on the various scenarios considered, the fair value of the NSR was $10.0 million.
The results of operations have been restated for the comparative periods to reclassify the earnings/(loss) relating to Karma as earnings/(loss) from discontinued operations.
At 30 June 2022, the fair value of the deferred cash payment, contingent consideration and NSR were unchanged.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
The Group recognised a gain on disposal of $17.8 million, net of tax, calculated as follows:
| At 28 Feb 2022 | |
|---|---|
| Deferred cash payment | 5.0 |
| Contingent consideration | 5.0 |
| Net smelter royalty | 10.0 |
| Total proceeds | 20.0 |
| Cash and cash equivalents | 4.5 |
| Restricted cash | 3.7 |
| Trade and other receivables | 6.2 |
| Prepaid expenses and other | 1.1 |
| Inventories | 22.8 |
| Mining interests | 19.4 |
| Other long term assets | 10.3 |
| Total assets | 68.0 |
| Trade and other payables | (27.2) |
| Other liabilities | (29.3) |
| Total liabilities | (56.5) |
| Net assets | 11.5 |
| Non-controlling interests | (9.3) |
| Net assets attributable to Endeavour | 2.2 |
| Gain on disposition | 17.8 |
The earnings and loss for the CGU was as follows:
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022¹ | 30 June 2021 | |
| Revenue | — | 44.3 | 17.2 | 79.1 |
| Operating costs | — | (23.3) | (13.7) | (46.3) |
| Depreciation and depletion | — | (13.1) | (4.8) | (27.6) |
| Royalties | — | (3.9) | (1.7) | (7.2) |
| Other expense | — | (1.0) | — | (1.3) |
| Gain on disposition | — | — | 17.8 | — |
| Earnings/(loss) before taxes | — | 3.0 | 14.8 | (3.3) |
| Deferred and current income tax expense | — | (0.1) | — | (0.3) |
| Net comprehensive earnings/(loss) from discontinued operations | — | 2.9 | 14.8 | (3.6) |
| Attributable to: | ||||
| Shareholders of Endeavour Mining Corporation | — | 2.4 | 14.5 | (4.0) |
| Non-controlling interest | — | 0.5 | 0.3 | 0.4 |
| Total comprehensive earnings/(loss) from discontinued operations | — | 2.9 | 14.8 | (3.6) |
| Net earnings/(loss) per share from discontinued operations | ||||
| Basic | — | 0.01 | 0.06 | (0.02) |
| Diluted | — | 0.01 | 0.06 | (0.02) |
¹Up to the disposal date of 10 March 2022.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
c. DIVESTITURE OF THE AGBaou CGU
On 1 March 2021, the Group completed the sale of its 85% interest in the Agbaou mine CGU to Allied Gold Corp Limited ("Allied"). The consideration upon sale of the Agbaou mine included (i) a cash payment of $16.4 million (net of working capital adjustments of $3.6 million upon closing), of which $10.5 was received in the year ended 31 December 2021 (note 11); (ii) $40.0 million in Allied shares of which Endeavour has the option to sell the shares back to Allied at the issue price which expires on 31 December 2022 or earlier if Allied conducts an IPO before then; (iii) contingent consideration of up to $20.0 million comprised of $5.0 million payments for each quarter in 2021 where the average gold price exceeds $1,900 per ounce; and (iv) a NSR on ounces produced in excess of the Agbaou reserves estimated as at 31 December 2019. The NSR royalty is based on a sliding scale, linked to the average spot gold price as follows: 2.5% if the gold price is at least $1,400 per ounce, 2% if the gold price is at least $1,200 per ounce and less than $1,400 per ounce, 1% if the gold price is at least $1,000 per ounce and less than $1,200 per ounce, and 0% if the gold price is below $1,000 per ounce.
The fair value of the various aspects of the consideration at the closing date were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):
- The cash was determined to have a fair value of $16.4 million, which is the agreed upon $20.0 million, net of working capital adjustments on closing.
- The fair value of the Allied shares was determined to be $40.0 million based on the value of the option to sell back the shares, as well as the most recent share issuances of Allied shares with other arm's length parties.
- The fair value of the contingent consideration based on the gold price was estimated using a Monte Carlo simulation model using the following key inputs: spot price of gold of $1,723 per ounce, annualised gold price volatility of 18.36%, for each of the quarters in 2021, which resulted in a fair value of $0.5 million.
- The fair value of the NSR was estimated using probability-weighted scenarios with respect to discounted cash flow models for future production that might exceed the Agbaou reserves at 31 December 2019. Based on the various scenarios considered, the fair value of the NSR was $5.5 million.
The fair value of the various aspects of the consideration at 30 June 2022 is included in note 8 and note 11.
The Group recognised a loss on disposal of $13.6 million, net of tax, in the period ended 31 March 2021.
The earnings and loss for the CGU was as follows:
| SIX MONTHS ENDED | |
|---|---|
| 30 June 2021 | |
| Revenue | 25.4 |
| Operating costs | (14.2) |
| Royalties | (1.4) |
| Other income | 0.1 |
| Loss on disposition | (13.6) |
| Loss before taxes | (3.7) |
| Deferred and current income tax expense | — |
| Net comprehensive loss from discontinued operations | (3.7) |
| Attributable to: | |
| Shareholders of Endeavour Mining Corporation | (5.2) |
| Non-controlling interest | 1.5 |
| Total comprehensive loss from discontinued operations | (3.7) |
| Net loss per share from discontinued operations | |
| Basic | (0.02) |
| Diluted | (0.02) |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
5 SHARE CAPITAL
SHARE CAPITAL
| 2022 | 2021 | |||
|---|---|---|---|---|
| Number | Amount | Number | Amount | |
| Ordinary share capital | ||||
| Opening balance | 248.0 | 2.5 | 163.0 | 16.3 |
| Consideration on the acquisition of Teranga | — | — | 78.8 | 7.9 |
| Shares issued on private placement | — | — | 8.9 | 0.9 |
| Shares issued on exercise of options, warrants and PSUs | 2.6 | — | 2.1 | 0.2 |
| Purchase and cancellation of own shares | (2.2) | — | (2.2) | (0.2) |
| Reorganisation | — | — | — | (22.5) |
| Balance as at 30 June | 248.4 | 2.5 | 250.6 | 2.6 |
a. ISSUED SHARE CAPITAL AS AT 30 JUNE 2022
248.4 million ordinary voting shares of $0.01 par value
- On 22 March 2021, the Company commenced a share buyback programme under which the Company was able to acquire up to 12.2 million of its outstanding ordinary shares, which represented up to 5% of the total issued and outstanding ordinary shares as of 16 March 2021 for a period of one year. In March 2022 the share buyback programme was renewed for another one year period. During the three months ended 30 June 2022, the Company had repurchased a total of 0.4 million shares at an average price of $22.61 for a total amount of $9.7 million of which $6.7 million was paid in the three months ended 30 June 2022, with the remainder of the amount included in trade accounts payable. In the six months ended 30 June 2022, 1.7 million shares were repurchased at an average price of $23.39 for a total amount of $40.9 million of which $37.8 million was paid the six months ended 30 June 2022, with the remainder included in trade accounts payable (in the three and six months ended 30 June 2021, the Company repurchased a total of 2.7 million shares at an average price of $23.29, for total amount of $62.1 million). At 30 June 2022, 0.2 million shares were repurchased but not yet cancelled (0.4 million shares were repurchased and not yet cancelled as at 30 June 2021). The shares were subsequently cancelled in July 2022.
- On 30 March 2021, La Mancha exercised its anti-dilution right related to the acquisition of Teranga, to maintain its interest in the Company and completed a $200.0 million private placement for 8.9 million shares of Endeavour. Upon completion of the private placement, La Mancha's future anti-dilution rights were extinguished.
- On 10 February 2021, the Group completed the acquisition of Teranga. Under the terms of the transaction, the Group acquired 100% of the issued and outstanding shares of Teranga at an exchange rate of 0.47 Endeavour shares for each outstanding Teranga share, which resulted in the issuance of 78.8 million common shares of Endeavour at a total fair value of $1,678.3 million.
b. SHARE-BASED COMPENSATION
The following table summarises the share-based compensation expense:
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
| Charges and change in fair value of DSUs | (0.5) | 0.5 | 0.3 | 0.4 |
| Charges and change in fair value of PSUs | 3.6 | 9.3 | 10.5 | 17.4 |
| Total share-based compensation | 3.1 | 9.8 | 10.8 | 17.8 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
c. OPTIONS
| Options outstanding | Weighted average exercise price (GBP) | |
|---|---|---|
| Added upon acquisition of Teranga | 3,517,187 | 9.26 |
| Exercised | (1,265,907) | 5.88 |
| Expired | (678,170) | 18.00 |
| At 31 December 2021 | 1,573,110 | 8.78 |
| Exercised | (409,707) | 6.50 |
| Expired | (19,270) | 18.94 |
| At 30 June 2022 | 1,144,133 | 9.43 |
Upon acquisition of Teranga, all outstanding Teranga stock options, whether previously vested or unvested, became fully vested and were exchanged for replacement options to purchase common shares of Endeavour at a ratio of 0.47 Endeavour share options for each Teranga share option at an adjusted exercise price, with an expiry date of the earlier of (i) the original expiry date of each Teranga stock option, and (ii) the second year anniversary of the closing date of the acquisition transaction. The fair values at the acquisition date were calculated using the Black-Scholes valuation model using a volatility of 42.64% - 60.05%, a dividend yield of 2.6% and a risk free rate of 0.1%. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time up to the date of their expiry.
As at 30 June 2022, the weighted average remaining contractual term of outstanding stock options exercisable was 0.58 years. The share options are exercisable at prices ranging from C$6.60 to C$31.92.
d. SHARE UNIT PLANS
A summary of the changes in share unit plans is presented below:
| DSUs outstanding | Weighted average grant price (GBP) | PSUs outstanding | Weighted average grant price (GBP) | |
|---|---|---|---|---|
| At 31 December 2020 | 125,161 | 8.18 | 3,213,805 | 11.78 |
| Granted | 44,175 | 15.69 | 1,644,735 | 16.36 |
| Exercised | (1,858) | 17.85 | (1,552,719) | 12.78 |
| Forfeited | (689) | 14.83 | (70,759) | 12.88 |
| Reinvested | 3,923 | 10.80 | 120,793 | 12.79 |
| Added by performance factor | — | — | 292,922 | 13.51 |
| At 31 December 2021 | 170,711 | 10.05 | 3,648,777 | 13.57 |
| Granted | 15,030 | 18.23 | 1,312,081 | 15.85 |
| Exercised | — | — | (1,141,346) | 10.73 |
| Forfeited | — | — | (47,577) | 12.23 |
| Added by performance factor | 1,890 | 19.57 | 114,608 | 10.73 |
| At 30 June 2022 | 187,631 | 10.80 | 3,886,543 | 15.11 |
e. DEFERRED SHARE UNITS
The Group established a deferred share unit plan ("DSU") for the purposes of strengthening the alignment of interests between Non-Executive Directors of the Company and shareholders by linking a portion of the annual Director compensation to the future value of the Company's common shares. Upon establishing the DSU plan for Non-Executive Directors, the Company no longer grants options to Non-Executive Directors.
The DSU plan allows each Non-Executive Director to choose to receive, in the form of DSUs, all or a percentage of their Director's fees, which would otherwise be payable in cash. Compensation for serving on committees must be paid in the form of DSUs. The plan also provides for discretionary grants of additional DSUs by the Board. Each DSU vests upon award but is distributed only when the Director has ceased to be a member of the Board. Vested units are settled in cash based on the common share price at the date of settlement.
The fair value of the DSUs is determined based on multiplying the five day volume weighted average share price of the Company by the number of DSUs at the end of the reporting period.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
f. PERFORMANCE SHARE UNITS
The Group's long-term incentive plan ("LTI Plan") includes a portion of performance-linked share unit awards ("PSUs"), intended to increase the pay mix in favour of long-term equity-based compensation with three-year cliff-vesting to serve as an employee retention mechanism.
The fair value of the PSUs is determined based on Total Shareholder Return ("TSR") relative to peer companies for 50% of the value of the PSUs, while the remaining 50% of the value of the PSUs granted is based on achieving certain operational performance measures. The vesting conditions related to the achievement of operational performance measures noted above are determined at the grant date and the number of units that are expected to vest is reassessed at each subsequent reporting period based on the estimated probability of reaching the operational targets. The key operational targets are determined annually and include:
- For 2022 PSU grants: 2024 targets relate to project development (12.5%), renewable energy (7.5%), implementation of tailings storage facilities (7.5%), net debt (10%) and exploration targets (12.5%).
- For 2021 PSU grants: 2023 targets relate to gold production (25%), capital project (12.5%), and carbon reduction and renewable energy (12.5%).
- For 2020 PSU grants: 2022 targets relate to net debt / earnings before interest, tax, depreciation and amortisation ("EBITDA") (25%), gold production targets (12.5%), and Environmental, Social and Governance ("ESG") targets (12.5%).
The fair value related to the TSR portion is determined using a multi-asset Monte Carlo simulation model using a dividend yield of 2.5% (2021 – 2.5%), as well as historical TSR levels and historical volatility of the constituents of the S&P TSX Global Gold Index (2020 – same).
Certain PSUs were reclassified to liabilities in the year ended 31 December 2021 (note 13).
g. BASIC AND DILUTED EARNINGS PER SHARE
Diluted net earnings per share was calculated based on the following:
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
| Basic weighted average number of shares outstanding | 248,434,741 | 251,779,650 | 248,548,543 | 230,008,280 |
| Effect of dilutive securities¹ | ||||
| Stock options and warrants | 626,358 | 1,647,851 | 973,399 | 1,620,915 |
| Diluted weighted average number of shares outstanding | 249,061,099 | 253,427,501 | 249,521,942 | 231,629,195 |
| Total common shares outstanding | 248,448,061 | 250,553,482 | 248,448,061 | 250,553,482 |
| Total potential diluted common shares | 253,478,737 | 258,249,760 | 253,478,737 | 258,249,760 |
¹ At 30 June 2022, a total of 3,886,543 PSUs (3,897,884 at 30 June 2021) could potentially dilute basic earnings per share in the future, but were not included in diluted earnings per share as all vesting conditions have not been satisfied at the end of the reporting period. The potentially dilutive impact of the convertible senior notes are anti-dilutive for the period and were not included in the diluted earnings per share.
h. DIVIDENDS
During the period ended 31 March 2022, the Company announced its dividend for the second half of the 2021 fiscal year of $0.28 per share totalling $69.3 million. The dividend was paid during the period ended 31 March 2022 to all shareholders on record on close of business 11 February 2022.
During the year ended 31 December 2021, the Group announced its dividend for the first half of the 2021 fiscal year of $0.28 per share totalling $69.9 million. The dividend was paid during the three months ended 30 September 2021 to shareholders on record at the close of business on 10 September 2021.
In February 2021, the Group paid a dividend of $60.0 million ($0.37 per share) to shareholders on record on the close of business of 22 January 2021.
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Dividends declared and paid | 69.30 | 129.90 |
| Dividend per share | 0.28 | 0.65 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
i. OTHER RESERVES
A summary of reserves is presented below:
| Capital Redemption Reserve | Share Based Payment Reserve | Merger Reserve | Total | |
|---|---|---|---|---|
| At 1 January 2021 | — | 70.4 | — | 70.4 |
| Consideration on the acquisition of Teranga | — | 30.4 | — | 30.4 |
| Share-based compensation | — | 19.0 | — | 19.0 |
| Shares issued on exercise of options and PSUs | — | (21.6) | — | (21.6) |
| At 30 June 2021 | — | 98.2 | — | 98.2 |
| At 1 January 2022 | 0.3 | 87.0 | 496.7 | 584.0 |
| Share-based compensation | — | 4.8 | — | 4.8 |
| Shares issued on exercise of options, warrants and PSUs | — | (6.6) | — | (6.6) |
| At 30 June 2022 | 0.3 | 85.2 | 496.7 | 582.2 |
NATURE AND PURPOSE OF OTHER RESERVES
CAPITAL REDEMPTION RESERVE
The capital redemption reserve represents the cumulative nominal amount of shares cancelled, following the share buyback by the Company.
SHARE-BASED PAYMENT RESERVE
Share-based payment reserve represents the cumulative share-based payment expense for the Company's share option schemes net of amounts transferred to retained earnings on exercise or cancellation of instruments under the Company's share option scheme.
MERGER RESERVE
The merger reserve contains the difference between the share capital of the Company and the net assets of EMC as at the date or reorganisation as described in note 5 to the annual financial statements, and less amounts cancelled and transferred to retained earnings on cancellation of the deferred shares.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
6 FINANCIAL INSTRUMENTS AND RELATED RISKS
a. FINANCIAL ASSETS AND LIABILITIES
The Group's financial instruments are classified as follows:
| Financial assets/liabilities at amortised cost | Financial instruments at fair value through profit and loss ('FVTPL') | |
|---|---|---|
| Cash | X | |
| Trade and other receivables | X | |
| Restricted cash | X | |
| Marketable securities | X | |
| Other financial assets | X | |
| Trade and other payables | X | |
| Call-rights | X | |
| Contingent consideration | X | |
| Senior Notes | X | |
| Embedded derivative on Senior Notes | X | |
| Revolving credit facilities | X | |
| Derivative financial assets and liabilities | X | |
| Convertible Notes | X | |
| Conversion option on Convertible Notes | X |
The fair value of these financial instruments approximates their carrying value, unless otherwise noted below, except for the Convertible Notes, which have a fair value of approximately $346.3 million (31 December 2021 – $398.6 million), and the Senior Notes which have a fair value of approximately $406.2 million.
As noted above, the Group has certain financial assets and liabilities that are held at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques to measure fair value:
Classification of financial assets and liabilities
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
As at each of 30 June 2022 and 31 December 2021, the levels in the fair value hierarchy into which the Group's financial assets and liabilities measured and recognised in the condensed interim consolidated statement of financial position at fair value are categorised as follows:
| Note | AS AT 30 JUNE 2022 | Aggregate Fair Value | |||
|---|---|---|---|---|---|
| Level 1 Input | Level 2 Input | Level 3 Input | |||
| Assets: | |||||
| Cash | 1,096.8 | — | — | 1,096.8 | |
| Restricted cash | 11 | 33.9 | — | — | 33.9 |
| Marketable securities | 2.3 | — | — | 2.3 | |
| Derivative financial assets | 11 | — | 6.9 | — | 6.9 |
| Other financial assets | 11 | — | 40.0 | 21.7 | 61.7 |
| Total | 1,133.0 | 46.9 | 21.7 | 1,201.6 | |
| Liabilities: | |||||
| Call-rights | 13 | — | (18.0) | — | (18.0) |
| Contingent consideration | 13 | — | (47.6) | — | (47.6) |
| Derivative financial instruments | 13 | — | (3.2) | — | (3.2) |
| Conversion option on Convertible Notes | 7 | — | (20.9) | — | (20.9) |
| Other financial liabilities | 13 | — | (25.8) | — | (25.8) |
| Total | — | (115.5) | — | (115.5) | |
| Note | AS AT 31 DECEMBER 2021 | Aggregate Fair Value | |||
| --- | --- | --- | --- | --- | --- |
| Level 1 Input | Level 2 Input | Level 3 Input | |||
| Assets: | |||||
| Cash | 906.2 | — | — | 906.2 | |
| Restricted cash | 11 | 31.6 | — | — | 31.6 |
| Marketable securities | 3.1 | — | — | 3.1 | |
| Derivative financial assets | 11 | — | 25.1 | — | 25.1 |
| Other financial assets | 11 | — | 40.0 | 6.9 | 46.9 |
| Total | 940.9 | 65.1 | 6.9 | 1,012.9 | |
| Liabilities: | |||||
| Share warrant liabilities | 13 | — | (23.6) | — | (23.6) |
| Call-rights | 13 | — | (19.2) | — | (19.2) |
| Contingent consideration | 13 | — | (48.2) | — | (48.2) |
| Conversion option on Convertible Notes | 7 | — | (34.6) | — | (34.6) |
| Total | — | (125.6) | — | (125.6) |
There were no transfers between level 1 and 2 during the period. The fair value of level 3 financial assets were determined using Monte Carlo or discounted cash flow valuation models, taking into account assumptions with respect to gold prices and discount rates as well as estimates with respect to production and operating results at the disposed mine.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
b. GAIN/(LOSS) ON FINANCIAL INSTRUMENTS
| Note | THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | ||
| Change in value of receivable at FVTPL | 0.1 | 0.7 | 0.3 | 0.9 | |
| Unrealised gain on conversion option on Convertible Notes | 7 | 31.7 | 1.6 | 13.7 | 30.0 |
| Loss on change in fair value of warrant liabilities | 13 | — | (5.3) | (3.3) | (1.5) |
| Loss on early redemption feature on Senior Notes | 7 | (0.6) | — | (4.6) | — |
| Gain/(loss) on change in fair value of call rights | 13 | 5.6 | (7.0) | 1.2 | 0.3 |
| Gain/(loss) on change in fair value of contingent consideration | 13 | 0.2 | (0.2) | 0.6 | 0.8 |
| Loss on foreign exchange | (38.5) | (6.0) | (58.0) | (4.9) | |
| Unrealised gain/(loss) on forward contracts | 11 | 72.8 | 2.8 | (6.4) | 2.8 |
| Realised gain/(loss) on forward contracts | 11 | 1.4 | — | (5.6) | — |
| Unrealised gain/(loss) on gold collar | 11 | 33.5 | — | (10.3) | — |
| Gain on other financial instruments | 0.6 | 0.1 | 0.4 | 0.5 | |
| Total gain/(loss) on financial instruments | 106.8 | (13.3) | (72.0) | 28.9 |
Financial instrument risk exposure
The Group's activities expose it to a variety of risks that may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks, including equity price risk. The Group examines the various financial instrument risks to which it is exposed and assesses any impact and likelihood of those risks. There has been no significant changes to the financial instrument risk exposure as disclosed in note 8 of its annual financial statements for the year ended 31 December 2021.
7 LONG-TERM DEBT
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Senior Notes (a) | 493.7 | 492.7 |
| Revolving credit facilities (b) | 50.0 | — |
| Deferred financing costs | (6.4) | (7.2) |
| Convertible Notes (c) | 326.9 | 321.8 |
| Conversion option (d) | 20.9 | 34.6 |
| Total debt | 885.1 | 841.9 |
| Less: Long-term debt | (537.3) | (841.9) |
| Current portion of long-term debt | 347.8 | — |
The Group incurred the following finance costs in the period:
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
| Interest expense, net | 13.8 | 10.2 | 26.5 | 20.1 |
| Amortisation of deferred facility fees | 0.4 | 2.0 | 0.9 | 3.7 |
| Commitment, structuring and other fees | 2.3 | 1.4 | 4.3 | 2.0 |
| Total finance costs, net | 16.5 | 13.6 | 31.7 | 25.8 |
a. SENIOR NOTES
On 14 October 2021, the Company completed an offering of $500.0 million fixed rate senior notes (the "Senior Notes") due in 2026. The Senior Notes are listed on the Global Exchange Market ("GEM") which is the exchange-regulated market of The Irish Stock Exchange plc trading as Euronext Dublin of Euronext Dublin and to trading on the GEM of Euronext Dublin. The proceeds of the Senior Notes of $494.6 million were used to repay all amounts outstanding under the Company's existing revolving credit facilities and to pay fees and expenses in connection with the offering of the Senior Notes.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
The Senior Notes bear interest at a coupon rate of 5% per annum payable semi-annually in arrears on 14 April and 14 October each year. The Senior Notes mature on 14 October 2026, unless redeemed earlier or repurchased in accordance with the terms of the Senior Notes.
The key terms of the Senior Notes include:
- Principal amount of $500.0 million.
- Coupon rate of 5% payable on a semi-annual basis.
- The term of the Senior Notes is five years, maturing in October 2026.
- The Senior Notes are reimbursable through the payment of cash.
For accounting purposes, the Company measures the Senior Notes at amortised cost, accreting to maturity over the term of the Senior Notes. The early redemption feature on the Senior Notes is an embedded derivative and is accounted for as a financial instrument measured at fair value through profit or loss, with changes in fair value at each subsequent reporting period being recognised in earnings (note 6). The early redemption feature on the Senior Notes include an optional redemption from October 2023 through to maturity at a redemption price ranging from 102.5% to 100% of the principal. Prior to October 2023, the Company may redeem up to 40% of the Senior Notes from proceeds of an equity offering at a redemption price of 105% of the principal plus any accrued and unpaid interest. The fair value of the prepayment feature has been calculated using a valuation model taking into account the market value of the debt, interest rate volatility, risk-free interest rates, and the credit spread. The fair value of the embedded derivative at 30 June 2022 was $nil (31 December 2021 - asset of $4.6 million) (note 11).
Covenants on the Senior Notes include certain restrictions on indebtedness, restricted payments, liens, or distributions from certain companies in the Group. In addition, should the rating of the Senior Notes be downgraded as a result of a change of control (defined as the sale or transfer of 50% or more of the common shares or the transfer of all or substantially all the assets of the Group), the Group is obligated to repurchase the Senior Notes at an equivalent price of 101% of the principal amount plus the accrued interest to repurchase date, if requested to do so by any creditor.
b. REVOLVING CREDIT FACILITIES
Concurrent with the completion of the offering of the Senior Notes above, the Company entered into a new $500.0 million unsecured revolving credit facility agreement (the "new RCF") with a syndicate of international banks. The new RCF replaces the bridge facility and the previous revolving credit facility, which were both repaid and cancelled upon completion of the Senior Notes offering and new RCF. During the three months ended 31 March 2022 the Company drew down $50.0 million on the new RCF and the amount remains outstanding as at 30 June 2022.
The key terms of the new RCF include:
- Principal amount of $500.0 million.
- Interest accrues on a sliding scale of between the Secured Overnight Financing Rate ("SOFR") plus 2.40% to 3.40% based on the Company's leverage ratio.
- Commitment fees for the undrawn portion of the new RCF of 35% of the applicable margin which is based on leverage (0.84% based on currently available margin).
- The new RCF matures on 15 October 2025.
- The principal outstanding on the new RCF is repayable as a single bullet payment on the maturity date.
- Banking syndicate includes Société Générale, ING, Citibank N.A., BNP Paribas, Macquarie Bank Ltd, Barclays Bank, HSBC and BMO.
Covenants on the new RCF include:
- Interest cover ratio as measured by ratio of EBITDA to finance cost for the trailing twelve months to the end of a quarter shall not be less than 3.0:1.0
- Leverage as measured by the ratio of net debt to trailing twelve months EBITDA at the end of each quarter must not exceed 3.5:1.0
Previously, on 24 December 2020, the Company had entered into a $430.0 million revolving credit facility agreement (the "old RCF"), which replaced a previous similar RCF, as well as a new $370.0 million facility agreement ("Bridge Facility"), both with a syndicate of international banks and which became effective on 10 February 2021.
The key terms of the old RCF included:
- Principal amount of $430.0 million, maturing in January 2023, repayable in full on maturity date.
- Interest accrued on a sliding scale of between LIBOR plus 2.95% to 3.95% based on the Company's leverage ratio.
- Commitment fees for the undrawn portion of the RCF of 1.03%.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
The key terms of the Bridge Facility included:
- Principal amount of $370.0 million, maturing in January 2023, repayable as a single bullet payment on maturity.
- Interest accrued on SOFR plus 2.25% for the first six months after first utilisation and increases by 50 basis points each subsequent six month period.
c. CONVERTIBLE NOTES
On 8 February 2018, the Company completed a private placement of convertible senior notes with a total principal amount of $330.0 million due in February 2023 (the “Convertible Notes”). The initial conversion rate was 41.84 of the Company’s common shares (“Shares”) per $1,000 note, or an initial conversion price of approximately $23.90 (CAD$29.47) per share.
The conversion rate of the Convertible Notes has been subsequently adjusted as a result of the dividends declared and paid by the Company, and the new conversion rate at 30 June 2022 is 43.56 of the Company’s common shares per $1,000 note, and equates to a conversion price of approximately $22.96 (CAD$29.09) per share.
The Convertible Notes bear interest at a coupon rate of 3% payable semi-annually in arrears on 15 February and 15 August of each year. Convertible Notes mature on 15 February 2023, unless redeemed earlier, repurchased or converted in accordance with the terms of the Convertible Notes. The note holders can convert their Convertible Notes at any time prior to the maturity date. Also, the Convertible Notes are redeemable in whole or in part, at the option of the Company, at a redemption price equal to the principal amount of the Convertible Notes being redeemed, plus any accrued and unpaid interest, if the share price exceeds 130% of the conversion price on each of at least 20 of the trading days during the 30 days prior to the redemption notice. The Company may, subject to certain conditions, elect to satisfy the principal amount and conversion option due at maturity or upon conversion or redemption through the payment or delivery of any combination of shares and cash.
The key terms of the Convertible Notes include:
- Principal amount of $330.0 million.
- Coupon rate of 3% payable on a semi-annual basis.
- The term of the notes is 5 years, maturing in February 2023.
- The notes are reimbursable through the payment or delivery of shares and/or cash.
- The conversion price is $22.96 (CAD$29.09) per share.
- The reference share price of the notes is $18.04 (CAD$22.24) per share.
For accounting purposes, the Company measures the Convertible Notes at amortised cost, accreting to maturity over the term of the Convertible Notes. The conversion option on the Convertible Notes is an embedded derivative and is accounted for as a financial liability measured at fair value through profit or loss.
The unrealised gain on the convertible note option for the three and six months ended 30 June 2022 was an unrealised gain of $31.7 million and $13.7 million, respectively (for the three and six months ended 30 June 2021 – unrealised gain of $1.6 million and $30.0 million, respectively).
The liability component for the Convertible Notes at 30 June 2022 has an effective interest rate of 6.2% (31 December 2021: 6.2%) and was as follows:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Liability component at beginning of the period | 321.8 | 311.9 |
| Interest expense in the period | 10.1 | 19.8 |
| Less: Interest payments in the period | (5.0) | (9.9) |
| Total | 326.9 | 321.8 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
d. CONVERSION OPTION
The conversion option related to the Convertible Notes is recorded at fair value, using a convertible bond valuation model, taking account of the observed market price of the Convertible Notes. The following assumptions were used in the determination of fair value of the conversion option and fixed income component of the Convertible Notes, which was then calibrated to the total fair value of the Convertible Notes: volatility of 38% (31 December 2021 – 38%), term of the conversion option 0.58 years (31 December 2021 – 0.99 years), a dividend yield of 2.5% (31 December 2021 – 2.5%), credit spread of 2.37% (31 December 2021 – 0.86%), and a share price of CAD$26.63 (31 December 2021 – CAD$27.73).
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Conversion option at beginning of the period | 34.6 | 74.6 |
| Fair value adjustment | (13.7) | (40.0) |
| Conversion option at end of the period | 20.9 | 34.6 |
8 TRADE AND OTHER RECEIVABLES
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| VAT receivable (a) | 56.3 | 59.7 |
| Receivables for gold sales | 12.3 | 3.9 |
| Other receivables (b) | 32.9 | 32.5 |
| Advance payments of royalties | 8.0 | 8.7 |
| Total | 109.5 | 104.8 |
a. VAT RECEIVABLE
VAT receivable relates to net VAT amounts paid to vendors for goods and services purchased, primarily in Burkina Faso. These balances are expected to be collected in the next twelve months. In the six months ended 30 June 2022, the Group collected $53.0 million of outstanding VAT receivables (in the six months ended 31 June 2021: $40.0 million), through the sale of its VAT receivables to third parties or reimbursement from the tax authorities.
b. OTHER RECEIVABLES
Other receivables at 30 June 2022 include a receivable of $7.8 million (31 December 2021 – $11.7 million) related to the sale of equipment at lty to third parties, an amount of $5.9 million (31 December 2021 – $5.9 million) receivable from Allied related to the sale of the Agbaou mine, an amount of $5.0 (31 December 2021 – $ nil) receivable from Néré for the sale of the Karma mine, and other receivables from third parties. All these amounts are non-interest bearing and are expected to be repaid in the next 12 months.
9 INVENTORIES
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Doré bars | 21.6 | 25.1 |
| Gold in circuit | 26.8 | 41.0 |
| Ore stockpiles | 363.9 | 312.2 |
| Spare parts and supplies | 119.9 | 118.3 |
| Total inventories | 532.2 | 496.6 |
| Less: Non-current stockpiles | (209.5) | (185.3) |
| Current portion of inventories | 322.7 | 311.3 |
As of 30 June 2022, there was a provision of $2.2 million to adjust certain stockpiles, gold in circuit, and doré bars to net realisable value at Wahgnion (31 December 2021 - $nil).
The cost of inventories recognised as an expense in the three and six months ended 30 June 2022 was $391.0 million and $760.5 million, respectively, and was included in cost of sales (three and six months ended 30 June 2021 – $402.6 million and $771.6 million respectively).
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
10 MINING INTERESTS
| Note | MINING INTERESTS | Property, plant and equipment | Assets under construction | Total | ||
|---|---|---|---|---|---|---|
| Depletable | Non-depletable | |||||
| Cost | ||||||
| Balance as at 1 January 2021 | 1,212.6 | 821.4 | 1,315.0 | 30.7 | 3,379.7 | |
| Acquired in business combinations | 4 | 2,087.1 | 224.6 | 462.1 | — | 2,773.8 |
| Additions | 232.0 | 79.1 | 140.4 | 99.1 | 550.6 | |
| Transfers from inventory | — | — | 9.9 | — | 9.9 | |
| Transfers | 57.9 | (40.5) | 45.1 | (62.5) | — | |
| Change in estimate of environmental rehabilitation provision | 43.4 | — | — | — | 43.4 | |
| Disposals¹ | (0.9) | — | (53.4) | — | (54.3) | |
| Balance as at 31 December 2021 | 3,632.1 | 1,084.6 | 1,919.1 | 67.3 | 6,703.1 | |
| Additions | 96.4 | 21.8 | 22.5 | 88.8 | 229.5 | |
| Transfers | 90.3 | (81.9) | 57.5 | (65.9) | — | |
| Disposals | — | — | (5.3) | — | (5.3) | |
| Disposal of Karma | (186.0) | — | (248.7) | (0.5) | (435.2) | |
| Balance as at 30 June 2022 | 3,632.8 | 1,024.5 | 1,745.1 | 89.7 | 6,492.1 | |
| Accumulated Depreciation | ||||||
| Balance as at 1 January 2021 | 356.4 | 19.9 | 425.6 | — | 801.9 | |
| Depreciation/depletion | 445.4 | — | 271.2 | — | 716.6 | |
| Impairment | 87.8 | 128.4 | 11.3 | — | 227.5 | |
| Disposals¹ | — | — | (23.1) | — | (23.1) | |
| Balance as at 31 December 2021 | 889.6 | 148.3 | 685.0 | — | 1,722.9 | |
| Depreciation/depletion | 194.9 | — | 109.9 | — | 304.8 | |
| Disposals | — | — | (2.1) | — | (2.1) | |
| Disposal of Karma | (168.0) | — | (247.8) | — | (415.8) | |
| Balance as at 30 June 2022 | 916.5 | 148.3 | 545.0 | — | 1,609.8 | |
| Carrying amounts | ||||||
| At 31 December 2021 | 2,742.5 | 936.3 | 1,234.1 | 67.3 | 4,980.2 | |
| At 30 June 2022 | 2,716.3 | 876.2 | 1,200.1 | 89.7 | 4,882.3 |
¹Disposals for the year ended 31 December 2021 mainly relate to mining equipment with a net book value of $28.3 million sold to the mining contractor at lty for which we recognised a loss of $2.4 million.
The Group's right-of-use assets consist of buildings, plant and equipment and its various segments which are right-of-use assets under IFRS 16, Leases. These have been included within the property, plant and equipment category above.
| Plant and equipment | Buildings | Total | |
|---|---|---|---|
| Balance as at 1 January 2021 | 31.3 | 1.9 | 33.2 |
| Acquired in business combinations | 0.6 | 5.0 | 5.6 |
| Additions | 18.2 | 9.7 | 27.9 |
| Depreciation for the year | (12.1) | (1.0) | (13.1) |
| Balance as at 31 December 2021 | 38.0 | 15.6 | 53.6 |
| Additions | 3.6 | 0.6 | 4.2 |
| Depreciation for the period | (1.4) | (3.4) | (4.8) |
| Disposals | (0.2) | — | (0.2) |
| Balance as at 30 June 2022 | 40.0 | 12.8 | 52.8 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
11 OTHER FINANCIAL ASSETS
Other financial assets are comprised of:
| Note | 30 June 2022 | 31 December 2021 | |
|---|---|---|---|
| Restricted cash | 33.9 | 31.6 | |
| Net smelter royalty (a) | 4 | 16.2 | 5.9 |
| Contingent consideration (b) | 5.0 | — | |
| Derivative financial assets (c) | 11 | 6.9 | 25.1 |
| Other financial assets (d) | 4 | 40.5 | 41.0 |
| Total other financial assets | 102.5 | 103.6 | |
| Less: Non-current other financial assets | (90.1) | (95.0) | |
| Current portion of other financial assets | 12.4 | 8.6 |
a. NET SMELTER ROYALTIES
The balance at 30 June 2022 is the fair value of the NSRs receivable from Allied for the sale of the Agbaou mine to the value of $6.2 million (2021 - $5.9 million) of which $2.8 million is included in current financial assets, and from Néré for the sale of the Karma mine to the value of $10.0 million (2021 - $ nil) which is included in non-current financial assets.
b. CONTINGENT CONSIDERATION
The contingent consideration of $5.0 million is receivable from Néré for the sale of the Karma mine and is classified as a current financial asset.
c. DERIVATIVE FINANCIAL ASSETS
GOLD COLLAR
In the year ended 31 December 2021, the Group implemented a deferred premium collar strategy ("Collar") (note 11) using written call options and bought put options with a floor price of $1,750 and a ceiling price of $2,100 per ounce. The Collar covers a total of 600,008 ounces of which 300,004 will be settled quarterly in 2022 with the remaining ounces to be settled on a quarterly basis in 2023. The programme represents an estimated 20% of Endeavour's total expected gold production for the period of the Collar. The Group paid a premium of $10.0 million upon entering into the Collar. As at 30 June 2022, $5.9 million (31 December 2021 - $16.1 million asset) is included in derivative financial assets related to the Collar of which $2.3 million (31 December 2021 - $11.8 million asset) has been classified as a non-current derivative financial asset. The Collar was not designated as a hedge by the Group and recorded at its fair value at the end of each reporting period. The Group recognise a gain of $33.5 million and a loss of $10.3 million due to a change in fair value of the collar for the three and six months ended 30 June 2022 respectively (2021 - $ nil).
FORWARD CONTRACTS
The Group periodically enters into forward sales contracts to manage the risk of changes in the market price of gold within a period. During the year ended 31 December 2021, the Group bought 120,000 ounces at an average gold price of $1,860 per ounce of which 60,000 ounces are still outstanding at 30 June 2022 and which will be evenly settled on a quarterly basis in 2022.
During the period ended 30 June 2022, the Group entered into additional forward contracts for 398,627 ounces of production in 2022 and 120,000 ounces of production in 2023 at average gold prices of $1,826 per ounce and $1,829 per ounce, respectively. At inception, the 2022 additional forward sales were weighted towards the first quarter, with forward sales contracts for approximately 200,000 ounces at an average price of $1,817 per ounce, and the remaining approximately 200,000 ounces, at an average gold price of $1,827 per ounce, being equally weighted through the rest of 2022. The settlement of the 2023 forward sales are equally weighted through the year. During the period ended 31 March 2022, the Group restructured 165,000 ounces of the forward contracts that were due to settle in the first quarter of 2022 to settlement in the third and fourth quarters of 2022. During the three months ended 30 June 2022, the Group settled 130,224 ounces that had been extended to the second half of 2021, and an additional 39,700 ounces were settled in July 2022.
As a result, in the three and six months ended 30 June 2022, forward contracts for 229,327 ounces were settled with a realised gain of $1.4 million, and 294,327 ounces were settled with a realised loss of $5.6 million respectively. The remaining forward contracts are outstanding as at 30 June 2022, and the Company recognised an unrealised gain of $72.8 million and an unrealised loss of $6.4 million in the three and six months ended 30 June 2022 respectively.
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
Below is a summary of the 304,600 ounces outstanding as at 2 August 2022¹:
| Settlement date | Ounces | Price ($) |
|---|---|---|
| Q3-2022 | 94,600 | 1,834 |
| Q4-2022¹ | 90,000 | 1,842 |
| Q1-2023 | 30,000 | 1,829 |
| Q2-2023 | 30,000 | 1,829 |
| Q3-2023 | 30,000 | 1,829 |
| Q4-2023 | 30,000 | 1,829 |
¹ Subsequent to 30 June 2022, an additional 39,700 ounces were settled for no gain/loss, decreasing the ounces outstanding from 129,700 ounces to 90,000 ounces, and the total number of ounces outstanding from 344,300 ounces to the 304,600 ounces disclosed above.
At 30 June 2022, the non-current portion of the forward contracts were classified as a derivative financial liability and had a fair value of $3.2 million, offset by the current portion classified as a derivative financial asset which had a fair value of $1.0 million (31 December 2021 - $4.3 million derivative financial asset).
EMBEDDED DERIVATIVE ON SENIOR NOTES
Derivative financial assets include the early redemption feature on the Senior Notes which is accounted for as a financial instrument at fair value through profit and loss (note 7). Upon revaluation of the embedded derivative to a fair value of $nil at 30 June 2022 (31 December 2021 - $4.6 million other financial asset), a loss of $0.6 million and $4.6 million was recognised for the three and six months ended 30 June 2022, respectively (for the three and six months ended 30 June 2021 - $nil).
d. OTHER FINANCIAL ASSETS
Other financial assets at 30 June 2022 and 31 December 2021 include $40.0 million related to the shares of Allied received as consideration upon the sale of the Agbaou mine and is classified as a non-current financial asset.
12 TRADE AND OTHER PAYABLES
Trade and other payables consist of the following:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Trade accounts payable | 277.1 | 247.7 |
| Royalties payable | 37.4 | 40.5 |
| Payroll and social payables | 35.5 | 51.1 |
| Other payables | 11.4 | 11.7 |
| Total trade and other payables | 361.4 | 351.0 |
13 OTHER FINANCIAL LIABILITIES
| Note | 30 June 2022 | 31 December 2021 | |
|---|---|---|---|
| Share warrant liabilities (a) | — | 23.6 | |
| DSU liabilities | 5 | 4.0 | 3.7 |
| PSU liabilities (b) | 5 | 8.2 | 17.9 |
| Repurchased shares (b) | 13.6 | 13.2 | |
| Derivative financial liabilities (c) | 3.2 | — | |
| Call-rights (d) | 18.0 | 19.2 | |
| Contingent consideration (e) | 47.6 | 48.2 | |
| Other long-term liabilities | 11.8 | 10.9 | |
| Total other financial liabilities | 106.4 | 136.7 | |
| Less: Non-current other financial liabilities | (21.5) | (104.3) | |
| Current portion of other financial liabilities | 84.9 | 32.4 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
a. SHARE WARRANT LIABILITIES
Upon acquisition of Teranga, all outstanding Teranga share warrants were exchanged for replacement Endeavour warrants at a ratio of 0.47 Endeavour warrants for each Teranga warrant at an exercise price adjusted at a ratio of 0.47.
In the period ended 31 March 2022, all outstanding warrants were exercised for cash proceeds of $13.9 million. Upon exercise, the associated share warrant liability was reclassified to share capital.
A reconciliation of the change in fair value of share warrant liabilities is presented below:
| Number of warrants | Amount | |
|---|---|---|
| Added upon acquisition of Teranga | 1,739,000 | 22.2 |
| Change in fair value | — | 1.4 |
| Balance as at 31 December 2021 | 1,739,000 | 23.6 |
| Change in fair value | — | 3.3 |
| Exercised | (1,739,000) | (26.9) |
| Balance as at 30 June 2022 | — | — |
Fair values of share warrants were calculated using the Black-Scholes option pricing model with the following assumptions:
| At 24 February 2022 | At 31 January 2022 | As at 31 December 2021 | |
|---|---|---|---|
| Valuation date share price | C$32.67 | C$ 28.32 | C$ 27.73 |
| Weighted average fair value of share warrants | C$22.95 | C$17.83 | C$17.19 |
| Exercise price | C$8.15 - C$13.81 | C$8.15 - C$13.81 | C$8.15 - C$13.81 |
| Risk-free interest rate | 1.51 % | 1.28 % | 0.95 % |
| Expected share market volatility | 32% - 38% | 31% - 38% | 27% - 41% |
| Expected life of share warrants (years) | 1.01 - 1.60 | 0.21 - 1.66 | 0.29 - 1.75 |
| Dividend yield | 2.5 % | 2.5 % | 2.5 % |
| Number of share warrants exercisable | 799,000 | 940,000 | 1,739,000 |
b. PSU LIABILITIES AND REPURCHASED SHARES
Prior to the Company listing on the LSE, the Group established an Employee Benefits Trust (the "EBT") in connection with the Group's employee share incentive plans, which may hold the Company's own shares in trust to settle future employee share incentive obligations. During the year ended 31 December 2021, the EBT acquired 0.6 million outstanding common shares from certain employees of the Group which remain held in the EBT at 30 June 2022.
In exchange for the shares, a subsidiary of the Company is obligated to repay the employees cash for the fair value of the underlying shares of the Company now held in the EBT ("EGC tracker shares"). Subsequently, additional EGC tracker shares have been issued to certain employees of the Group upon vesting of their PSUs. At 30 June 2022, there were 0.7 million EGC tracker shares outstanding with a fair value of $13.6 million and is included in current other financial liabilities. Subsequent changes in the fair value of the underlying shares will be recognised in earnings/(loss) in the period.
In addition to the above, certain PSUs were reclassified to liabilities during the year ended 31 December 2021 as management determined that the PSUs will be settled in cash upon vesting. As a result, these PSUs are recognised at fair value at 30 June 2022, and $5.7 million is included in current other financial liabilities at 30 June 2022 (31 December 2021 - $5.8 million) as they are expected to be settled in the next 12 months. The remaining $2.5 million (31 December 2021 - $12.1 million) is classified as non-current other liabilities.
c. DERIVATIVE FINANCIAL LIABILITIES
Derivative financial liabilities includes the non-current portion of forward contracts (note 11).
d. CALL-RIGHTS
Upon acquisition of Teranga, the Group acquired all previously issued and outstanding Teranga call-rights and were exchanged for replacement Endeavour call-rights at a ratio of 0.47 Endeavour call-rights for each Teranga call-right at an adjusted exercise price of C$14.90 to reflect the impact of dividends paid.
The call-rights are required to be settled in cash at the difference between Endeavour's five-day volume weighted average trading price on the exercise date and the exercise price of C$14.90. The call-rights expire on 4 March 2024. The call-
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
rights were recorded as derivative financial liabilities as their value changes in line with Endeavour's share price. Changes in the fair value of call-rights are recognised as gains/(losses) on financial instruments.
A reconciliation of the change in fair value of the call-rights liability is as follows:
| Number of call-rights | Amount | |
|---|---|---|
| Added upon acquisition of Teranga | 1,880,000 | 19.3 |
| Change in fair value | — | (0.1) |
| Balance as at 31 December 2021 | 19.2 | |
| Change in fair value | — | (1.2) |
| Balance as at 30 June 2022 | 1,880,000 | 18.0 |
The fair value of the call-rights were calculated using the Black-Scholes option pricing model with the following assumptions:
| As at 30 June 2022 | As at 31 December 2021 | |
|---|---|---|
| Valuation date share price^{1} | C$ 27.18 | C$ 27.57 |
| Fair value per call-right | C$ 12.34 | C$ 12.92 |
| Exercise price | C$ 14.89 | C$ 14.89 |
| Risk-free interest rate | 3.08 % | 0.96 % |
| Expected share market volatility | 37 % | 46 % |
| Expected life of call-rights (years) | 1.68 | 2.18 |
| Dividend yield | 2.5 % | 2.5 % |
| Number of call-rights exercisable | 1,880,000 | 1,880,000 |
1Represents five-day volume weighted average trading price of the Company's common shares on the TSX.
e. CONTINGENT CONSIDERATION
As part of the acquisition of Teranga, Endeavour recognised contingent consideration related to Teranga's acquisition of Massawa (Jersey) Limited. The contingent consideration is linked to future gold prices and is payable to Barrick Gold Corporation ("Barrick") in cash three years following the completion of the Massawa Acquisition by Teranga on 4 March 2020.
The Group has classified the contingent consideration payable to Barrick as a current derivative financial liability as the amount due is dependent on future gold prices over periods of time in future. As at 30 June 2022, the Group estimated the fair value of the contingent consideration using a Monte Carlo simulation model based on the gold forward curve, expected volatility of 18.20% (31 December 2021 - 17.44%), Endeavour's credit spread of 4.12% (31 December 2021 - 2.19%) and risk-free rate of 3.62% (31 December 2021 - 0.94%).
In the three and six months ended 30 June 2022, the Group recognised a gain on change in fair value of $0.2 million and $0.6 million, respectively (in the three and six months ended 30 June 2021 - a loss of $0.2 million and a gain of $0.8 million, respectively).
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
14 NON-CONTROLLING INTERESTS
The composition of the non-controlling interests ("NCI") is as follows:
| Ity Mine (15%) | Houndé Mine (10%) | Mana Mine (10%) | Boungou Mine (10%) | Sabodala-Massawa Mine (10%) | Wahgnion Mine (10%) | Other¹ | Total (continuing operations) | Discontinued operations | Total (all operations) | |
|---|---|---|---|---|---|---|---|---|---|---|
| At 31 December 2020 | 39.2 | 22.5 | 44.8 | 66.4 | — | — | 6.7 | 179.6 | 11.3 | 190.9 |
| Acquisition of NCI | — | — | — | — | 193.2 | 52.7 | — | 245.9 | — | 245.9 |
| Net earnings/(loss) | 21.6 | 18.3 | 7.1 | (13.7) | 21.2 | 4.7 | 0.4 | 59.6 | 0.7 | 60.3 |
| Dividend distribution | (4.5) | (8.2) | (8.0) | (7.3) | (1.9) | — | — | (29.9) | — | (29.9) |
| Disposal of the Agbaou mine² | — | — | — | — | — | — | — | — | (3.0) | (3.0) |
| 31 December 2021 | 56.3 | 32.6 | 43.9 | 45.4 | 212.5 | 57.4 | 7.1 | 455.2 | 9.0 | 464.2 |
| Net earnings | 14.5 | 12.2 | 3.3 | 2.0 | 4.9 | (0.3) | — | 36.6 | 0.3 | 36.9 |
| Dividend distribution | (6.9) | (18.3) | (4.9) | (2.4) | — | (0.4) | — | (32.9) | — | (32.9) |
| Disposal of the Karma mine² | — | — | — | — | — | — | — | — | (9.3) | (9.3) |
| At 30 June 2022 | 63.9 | 26.5 | 42.3 | 45.0 | 217.4 | 56.7 | 7.1 | 458.9 | — | 458.9 |
¹Exploration, Corporate, projects and Kalana segments are included in the "other" category.
²For further details refer to note 4.
During the period ended 30 June 2022, the Ity, Houndé, Mana, Boungou and Wahgnion mines declared dividends to their shareholders. Dividends to non-controlling interests to the value of $32.9 million were payable as at 30 June 2022 and are included in trade accounts payable. Subsequent to 30 June 2022, dividends declared by Sabodala-Massawa were approved by shareholders and will be recognised in the period ended 30 September 2022 (note 20).
During the year ended 31 December 2021, the Ity, Houndé, Mana, Boungou and Sabodala-Massawa mines declared dividends to their shareholders. Dividends to minority shareholders to the value of $29.9 million were paid during the twelve months ended 31 December 2021 and are included in cash flows from financing activities.
For summarised information related to these subsidiaries, refer to note 17, Segmented Information.
15 SUPPLEMENTARY CASH FLOW INFORMATION
a. NON-CASH ITEMS
Below is a reconciliation of non-cash items adjusted for in operating cash flows in the consolidated statement of cash flows for the three and six months ended 30 June 2022:
| Note | THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | ||
| Depreciation and depletion | 139.8 | 144.9 | 291.8 | 261.5 | |
| Finance costs | 7 | 16.5 | 13.6 | 31.7 | 25.8 |
| Share-based compensation | 5 | 3.1 | 9.8 | 10.8 | 17.8 |
| (Gain)/loss on financial instruments | 6 | (106.8) | 13.3 | 72.0 | (28.9) |
| Loss on disposal of assets | 0.3 | 2.4 | 0.3 | 2.4 | |
| Total non-cash items | 52.9 | 184.0 | 406.6 | 278.6 |
b. CHANGES IN WORKING CAPITAL
Below is a reconciliation of changes in working capital included in operating cash flows in the consolidated statement of cash flows for the three and six months ended 30 June 2022:
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
| Trade and other receivables | 0.4 | 7.9 | (11.5) | (2.1) |
| Inventories | (7.2) | 6.4 | (41.8) | 46.6 |
| Prepaid expenses and other | 5.8 | 9.3 | (2.2) | (3.7) |
| Trade and other payables | 1.7 | (8.5) | (14.0) | (55.1) |
| Changes in working capital | 0.7 | 15.1 | (69.5) | (14.3) |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
16 INCOME TAXES
The Group operates in numerous countries, and accordingly it is subject to, and pays annual income taxes under the various income tax regimes in the countries in which it operates. Some subsidiaries of the Group are not subject to corporate taxation in the Cayman Islands. However, the taxable earnings of the corporate entities in Barbados, Burkina Faso, British Virgin Islands, Canada, Côte d'Ivoire, Guinea, Mauritius, Mali, Senegal, Monaco, France, Luxembourg and the United Kingdom are subject to tax under the tax law of the respective jurisdiction. Significant judgement is required in the interpretation or application of certain tax rules when determining the provision for income taxes due to the complexity of the legislation. From time to time the Group is subject to a review of its income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Group's business conducted within the country involved. Management evaluates each of the assessments and recognises a provision based on its best estimate of the ultimate resolution of the assessment, through either negotiation or through a legal or arbitrative process. In the event that management's estimate of the future resolution of these matters change over time, the Group will recognise the effects of the changes in its interim financial statements in the period that such changes occur.
Tax expense for the three and six months ended 30 June 2022 was $56.5 million and $142.4 million, respectively (for the three and six months ended 30 June 2021 - $37.8 million and $102.9 million respectively).
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||
|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
| Earnings before taxes | 261.0 | 185.9 | 311.7 | 359.1 |
| Weighted average domestic tax rate | 22% | 21% | 22% | 22% |
| Income tax expense based on weighted average domestic tax rates | 57.4 | 39.0 | 68.6 | 79.0 |
| Reconciling items: | ||||
| Rate differential | (16.4) | (1.5) | 23.4 | (0.3) |
| Effect of foreign exchange rate changes on deferred taxes | 18.7 | (4.0) | 31.4 | 7.6 |
| Permanent differences | (14.4) | (1.9) | 5.4 | 14.8 |
| Mining convention benefits | (2.5) | (30.8) | (7.2) | (36.9) |
| Effect of alternative minimum taxes and withholding taxes paid | 23.7 | 27.7 | 23.8 | 31.8 |
| True up and tax amounts paid in respect of prior years | (11.7) | (5.4) | (11.3) | (3.7) |
| Effect of changes in deferred tax assets not recognised | 2.7 | 10.8 | 2.2 | 10.1 |
| Other | (1.0) | 3.9 | 6.1 | 0.5 |
| Income tax expense | 56.5 | 37.8 | 142.4 | 102.9 |
| Current tax expense | (64.7) | (44.4) | (139.4) | (116.3) |
| Deferred tax recovery/(expense) | 8.2 | 6.6 | (3.0) | 13.4 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
17 SEGMENTED INFORMATION
The Group operates in four principal countries, Burkina Faso (Houndé, Wahgnion, Mana and Boungou mines), Côte d'Ivoire (Ity mine, Lafigué project), Senegal (Sabodala-Massawa mine) and Mali (Kalana Project). The following table provides the Group's results by operating segment in the way information is provided to and used by the Company's chief operating decision maker, which is the CEO, to make decisions about the allocation of resources to the segments and assess their performance. The Group considers each of its operational mines a separate segment. Discontinued operations are not included in the segmented information below. Exploration, the Kalana Project, the Lafigué project and Corporate are aggregated and presented together as part of the "other" segment on the basis of them sharing similar economic characteristics.
| THREE MONTHS ENDED 30 JUNE 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Ity Mine | Houndé Mine | Mana Mine | Boungou Mine | Sabodala Massawa Mine | Wahgnion Mine | Other | Total | |
| Revenue | ||||||||
| Gold revenue | 138.9 | 158.6 | 99.6 | 50.0 | 132.7 | 49.8 | — | 629.6 |
| Cost of sales | ||||||||
| Operating expenses | (53.9) | (49.0) | (41.6) | (24.1) | (45.7) | (36.7) | (0.2) | (251.2) |
| Depreciation and depletion | (12.5) | (20.2) | (24.9) | (15.2) | (47.2) | (17.0) | (2.8) | (139.8) |
| Royalties | (7.0) | (11.1) | (6.1) | (3.1) | (7.4) | (3.4) | — | (38.1) |
| Earnings/(loss) from mine operations | 65.5 | 78.3 | 27.0 | 7.6 | 32.4 | (7.3) | (3.0) | 200.5 |
| THREE MONTHS ENDED 30 JUNE 2021 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ity Mine | Houndé Mine | Mana Mine | Boungou Mine | Sabodala Massawa Mine | Wahgnion Mine | Other | Total | |
| Revenue | ||||||||
| Gold revenue | 150.3 | 137.5 | 89.8 | 68.4 | 177.0 | 86.1 | — | 709.1 |
| Cost of sales | ||||||||
| Operating expenses | (51.8) | (41.6) | (40.8) | (23.6) | (61.0) | (38.9) | — | (257.7) |
| Depreciation and depletion | (19.5) | (20.9) | (14.2) | (24.9) | (44.4) | (17.9) | (3.1) | (144.9) |
| Royalties | (8.3) | (6.8) | (4.9) | (4.1) | (9.9) | (6.0) | — | (40.0) |
| Earnings/(loss) from mine operations | 70.7 | 68.2 | 29.9 | 15.8 | 61.7 | 23.3 | (3.1) | 266.5 |
| SIX MONTHS ENDED 30 JUNE 2022 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ity Mine | Houndé Mine | Mana Mine | Boungou Mine | Sabodala Massawa Mine | Wahgnion Mine | Other | Total | |
| Revenue | ||||||||
| Gold revenue | 278.8 | 298.0 | 204.0 | 118.8 | 309.4 | 106.8 | — | 1,315.8 |
| Cost of sales | ||||||||
| Operating expenses | (97.4) | (90.3) | (86.9) | (50.5) | (78.6) | (64.8) | (0.2) | (468.7) |
| Depreciation and depletion | (28.0) | (38.5) | (51.2) | (37.3) | (98.5) | (32.8) | (5.5) | (291.8) |
| Royalties | (14.9) | (20.3) | (12.2) | (7.1) | (17.3) | (7.3) | — | (79.1) |
| Earnings/(loss) from mine operations | 138.5 | 148.9 | 53.7 | 23.9 | 115.0 | 1.9 | (5.7) | 476.2 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
| SIX MONTHS ENDED 30 JUNE 2021 | Total | |||||||
|---|---|---|---|---|---|---|---|---|
| Ity Mine | Houndé Mine | Mana Mine | Boungou Mine | Sabodala Massawa Mine | Wahgnion Mine | Other | ||
| Revenue | ||||||||
| Gold revenue | 282.5 | 256.1 | 197.4 | 170.8 | 264.5 | 138.8 | — | 1,310.1 |
| Cost of sales | ||||||||
| Operating expenses | (97.8) | (82.1) | (87.6) | (56.9) | (119.9) | (65.8) | — | (510.1) |
| Depreciation and depletion | (33.8) | (37.3) | (39.0) | (61.6) | (59.3) | (24.5) | (6.0) | (261.5) |
| Royalties | (15.5) | (17.8) | (13.0) | (10.3) | (14.9) | (9.6) | — | (81.1) |
| Earnings/(loss) from mine operations | 135.4 | 118.9 | 57.8 | 42.0 | 70.4 | 38.9 | (6.0) | 457.4 |
Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the periods ended 30 June 2022 or 30 June 2021. The Group is not economically dependent on a limited number of customers for the sale of gold because gold can be sold through numerous commodity market traders worldwide.
The Company's assets and liabilities, including geographic location of those assets and liabilities, are detailed below:
| Ity Mine Côte d’Ivoire | Houndé Mine Burkina Faso | Mana Mine Burkina Faso | Boungou Mine Burkina Faso | Sabodala-Massawa Mine Senegal | Wahgnion Mine Burkina Faso | Other | Total | |
|---|---|---|---|---|---|---|---|---|
| Balances as at 30 June 2022 | ||||||||
| Current assets | 234.4 | 262.3 | 244.4 | 139.7 | 372.8 | 94.8 | 230.4 | 1,578.8 |
| Mining interests | 418.8 | 446.5 | 407.2 | 429.4 | 2,012.5 | 517.3 | 650.6 | 4,882.3 |
| Goodwill | — | — | 39.6 | — | 94.8 | — | — | 134.4 |
| Other long-term assets | 62.8 | 34.2 | 9.9 | 6.2 | 127.8 | 2.9 | 55.8 | 299.6 |
| Total assets | 716.0 | 743.0 | 701.1 | 575.3 | 2,607.9 | 615.0 | 936.8 | 6,895.1 |
| Current liabilities | 122.0 | 98.6 | 71.3 | 39.6 | 153.6 | 51.7 | 480.7 | 1,017.5 |
| Other long-term liabilities | 50.4 | 43.3 | 75.2 | 117.0 | 436.6 | 67.8 | 621.8 | 1,412.1 |
| Total liabilities | 172.4 | 141.9 | 146.5 | 156.6 | 590.2 | 119.5 | 1,102.5 | 2,429.6 |
| For the period ended 30 June 2022 | ||||||||
| Capital expenditures | 19.3 | 23.9 | 35.3 | 21.5 | 80.1 | 28.4 | 20.5 | 229.0 |
| Ity Mine Côte d'Ivoire | Karma Mine Burkina Faso | Houndé Mine Burkina Faso | Mana Mine Burkina Faso | Boungou Mine Burkina Faso | Sabodala-Massawa Mine Senegal | Wahgnion Mine Burkina Faso | Other | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances as at 31 December 2021 | ||||||||
| Current assets | 156.6 | 32.9 | 199.3 | 204.1 | 126.7 | 251.2 | 107.2 | 288.0 |
| Mining interests | 429.1 | 25.0 | 463.4 | 419.9 | 434.5 | 2,048.2 | 524.9 | 635.2 |
| Goodwill | — | — | — | 39.6 | — | 94.8 | — | — |
| Other long-term assets | 61.0 | 13.7 | 28.7 | 9.4 | 6.7 | 105.1 | 3.4 | 62.3 |
| Total assets | 646.7 | 71.6 | 691.4 | 673.0 | 567.9 | 2,499.3 | 635.5 | 985.5 |
| Current liabilities | 99.1 | 24.4 | 76.1 | 63.7 | 46.1 | 113.6 | 49.5 | 94.6 |
| Other long-term liabilities | 45.5 | 16.8 | 53.4 | 81.9 | 120.0 | 419.3 | 68.0 | 1,013.2 |
| Total liabilities | 144.6 | 41.2 | 129.5 | 145.6 | 166.1 | 532.9 | 117.5 | 1,107.8 |
| For the period ended 30 June 2021 | ||||||||
| Capital expenditures | 51.5 | 3.1 | 24.0 | 58.8 | 25.8 | 45.5 | 18.2 | 45.9 |
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
18 CAPITAL MANAGEMENT
The Group's objectives of capital management are to safeguard the entity's ability to support the Group's normal operating requirements on an ongoing basis, continue the development and exploration of its mining interests and support any expansionary plans.
In the management of capital, the Group includes the components of equity, finance obligations, and long-term debt, net of cash and cash equivalents and restricted cash.
Capital, as defined above, is summarised in the following table:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Equity | 4,465.5 | 4,385.7 |
| Current portion of long-term debt | 347.8 | — |
| Long-term debt | 537.3 | 841.9 |
| Lease liabilities | 49.6 | 51.1 |
| 5,400.2 | 5,278.7 | |
| Less: | ||
| Cash and cash equivalents | (1,096.8) | (906.2) |
| Restricted cash | (33.9) | (31.6) |
| Total | 4,269.5 | 4,340.9 |
The Group manages its capital structure and adjusts it considering changes in its economic environment and the risk characteristics of the Group's assets. To effectively manage the entity's capital requirements, the Group has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Group has the appropriate liquidity to meet its operating and growth objectives. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The Group is not subject to any externally imposed capital requirements with the exception of complying with covenants under the RCF and Senior Notes. As at 30 June 2022 and 31 December 2021, the Group was in compliance with these covenants.
19 COMMITMENTS AND CONTINGENCIES
The Group has commitments in place at all six of its mines for drill and blasting services, load and haul services, supply of explosives and supply of hydrocarbon services. At 30 June 2022, the Group has approximately $110.5 million in commitments relating to on-going capital projects at its various mines.
During the three months ended 30 June 2022, the Group launched the expansion of the Sabodala-Massawa mine by supplementing the current CIL plant with a BIOX® plant. As at 30 June 2022, the Group has approximately $46.7 million in commitments relating to this expansion project. In addition, the Group has approximately $7.1 million in commitments at its Lafigué project related to access road and other infrastructure, in advance of the completion of the definitive feasibility study.
The Group is, from time to time, involved in various claims, legal proceedings, tax assessments and complaints arising in the ordinary course of business from third parties. The Group cannot reasonably predict the likelihood or outcome of these actions. The Group does not believe that adverse decisions in any other pending or threatened proceedings related to any matter, or any amount which may be required to be paid by reason thereof, will have a material effect on the financial condition or future results of operations. The Group has recognised tax provisions with respect to current assessments received from the tax authorities in the various jurisdictions in which the Group operates, and from uncertain tax positions identified upon the acquisition of SEMAFO and Teranga as well as through review of the Group's historical tax positions. For those amounts recognised related to current tax assessments received, the provision is based on management's best estimate of the outcome of those assessments, based on the validity of the issues in the assessment, management's support for their position, and the expectation with respect to any negotiations to settle the assessment. Management re-evaluates the outstanding tax assessments regularly to update their estimates related to the outcome for those assessments taking into account the criteria above. Management evaluates its uncertain tax positions regularly to update for changes to the tax legislation, the results of any tax audits undertaken, the correction of the uncertain tax position through subsequent tax filings, or the expiry of the period for which the position can be reassessed. Management considers the material elements of any other claims to be without merit or foundation and will
ENDEAVOUR MINING PLC
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN MILLIONS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)
strongly defend its position in relation to these matters and follow the appropriate process to support its position. Accordingly, no provision or further disclosure has been made as the likelihood of a material outflow of economic benefits in respect of such claims is considered remote. In forming this assessment, management has considered the professional advice received, the mining conventions and tax laws in place in the various jurisdictions, and the facts and circumstances of each individual claim.
The Group has received a notice of claim from a former service provider. The Group is taking legal advice on the merits of the claim and the probable outcome but intends to vigorously defend against the claims. The Group does not believe that the outcome of the claim will have a material impact to the Group's financial position.
The Group's mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Group believes its operations are materially in compliance with all applicable laws and regulations. The Group has made, and expects to make in the future, expenditures to comply with such laws and regulations.
The Group assumed a gold stream when it acquired the Sabodala-Massawa mine on 10 February 2021 ("Sabodala stream").
- Under the Sabodala stream, the Group is required to deliver 783 ounces of gold per month beginning 1 September 2020 until 105,750 ounces have been delivered to Franco-Nevada (the "Fixed Delivery Period") based on the Sabodala standalone life of mine plan prior to the Massawa Acquisition by Teranga on 4 March 2020. At the end of the Fixed Delivery Period, any difference between total gold ounces delivered during the Fixed Delivery Period and 6% of production from the Group's existing properties in Senegal (excluding Massawa) could result in a credit from or additional gold deliveries to Franco-Nevada. Subsequent to the Fixed Delivery Period, the Group is required to deliver 6% of production from the Group's existing properties in Senegal (excluding Massawa). For ounces of gold delivered to Franco-Nevada under the Stream Agreement, Franco-Nevada pays the Group cash at the date of delivery for the equivalent of the prevailing spot price of gold for on 20% of the ounces delivered. Revenue is recognised on actual proceeds received. The Group delivered 4,698 ounces during the six months ended 30 June 2022 and as at 30 June 2022, 87,517 ounces is still to be delivered under the Fixed Delivery Period.
20 SUBSEQUENT EVENTS
Share buyback programme
Subsequent to 30 June 2022 and up to 2 August 2022, the Group has repurchased a total of 144,100 shares at an average price of $19.43 for total cash outflows of $2.8 million.
Dividend declaration to non-controlling interests
Subsequent to 30 June 2022, a dividend of approximately $31.0 million to non-controlling interests was declared and approved by shareholders at Sabodala-Massawa which is expected to be paid in the third quarter of 2022.
Dividend declaration
On 3 August 2022, the Board of Directors of the Company declared an interim dividend totalling $100.0 million. The dividend will be paid on 28 September 2022 to shareholders on record on 2 September 2022.