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ACQUISITIONS
9 Months Ended
Sep. 30, 2015
ACQUISITIONS  
ACQUISITIONS

NOTE 13    BUSINESS ACQUISITION

 

On June 8, 2015, the Company announced an agreement with AngloGold Ashanti Limited to acquire 100% ownership in the CC&V gold mining business in Colorado. CC&V is a surface mine with heap leach operations that provides ore to a crusher and a leach facility. On August 3, 2015, the Company completed the acquisition of CC&V for $821, plus a 2.5% net smelter return royalty on future gold production from underground ore which has no fair value at September 30, 2015. A range of outcomes for this royalty cannot be estimated as reserves and mineralized material have not been declared in the specified royalty area. In connection with the acquisition, the Company incurred acquisition costs of $7 and $9, for the three months and nine months ended September 30, 2015, respectively, which were recorded in Other expense, net.  

 

The acquisition is not material to the Company's results of operations, individually or in the aggregate; as a result, no pro forma financial information is provided.

 

The Company retained an independent third-party appraiser to assist in the valuation. In valuing acquired assets and assumed liabilities, fair values were based on, but not limited to quoted market prices, where available; expected future cash flows; current replacement cost for similar capacity for certain fixed assets; market rate assumptions for contractual obligations; and appropriate discount rates.

 

The fair value measurement of inventories, stockpiles and ore on leach pads, property, plant and mine development, and reclamation and remediation were based, in part, on significant inputs not observable in the market and thus represent a Level 3 measurement. The fair value measurement of debt was based on prices obtained from readily available pricing source and thus represents a Level 2 measurement.

 

The preliminary allocation of the purchase price is based on the best estimates of management and is subject to revision based on the final valuation. Adjustments may be made to the carrying value of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the valuation date. The Company expects these final valuations and assessments to be substantially completed in early 2016.

 

The following table summarizes the preliminary purchase price allocation for CC&V:

 

 

 

 

 

 

Assets:

 

 

 

 

Cash and cash equivalents

 

$

2

 

Inventories

 

 

15

 

Stockpiles and ore on leach pads

 

 

58

 

Other current assets

 

 

1

 

Current assets

 

 

76

 

Property, plant and mine development, net

 

 

732

 

Stockpiles and ore on leach pads

 

 

131

 

Total assets

 

$

939

 

 

 

 

 

 

Liabilities:

 

 

 

 

Debt

 

$

3

 

Accounts payable

 

 

28

 

Employee-related benefits

 

 

2

 

Other current liabilities

 

 

12

 

Current liabilities

 

 

45

 

Debt

 

 

10

 

Reclamation and remediation liabilities

 

 

63

 

Total liabilities

 

$

118

 

 

 

 

 

 

Net assets acquired

 

$

821