EX-99.1 2 a2158275zex-99_1.htm EXHIBIT 99.1

Exhibit 99.1

HudBay Minerals Inc.
(FORMERLY ONTZINC CORPORATION)

Consolidated Financial Statements
For the Period Ended March 31, 2005
(expressed in Canadian dollars)


HudBay Minerals Inc.
Consolidated Balance Sheet
As at March 31, 2005 and December 31, 2004
(expressed in thousands of Canadian dollars)

 
 
 
  March 31,
2005
(unaudited)

  December 31,
2004
(audited)

 
Assets              

Current assets

 

 

 

 

 

 

 
Cash and cash equivalents (note 10a)   $ 97,453   $ 64,553  
Accounts receivable     69,899     73,210  
Inventories     89,989     100,282  
Prepaid expenses and other assets     8,345     3,496  
Current portion of fair value of derivatives     4,514     3,418  
Future income taxes     12,900     12,900  
   
 
 
      283,100     257,859  
Investments     463     463  
Property, plant and equipment     363,236     358,662  
Deferred financing costs and intangible assets     9,392     10,152  
Restricted cash         13,000  
Environmental deposits     1,789     1,789  
Fair value of derivatives     914     772  
   
 
 
    $ 658,894   $ 642,697  
   
 
 

Liabilities

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 
Accounts payable   $ 51,022   $ 64,491  
Accrued liabilities     29,322     26,548  
Interest payable on long-term debt     5,706     563  
Current portion of obligations under capital leases     3,689     3,338  
Current portion of long-term debt     2,000     2,000  
Current portion of pension obligation     15,092     12,650  
Current portion of other employee future benefits     2,056     2,012  
Current portion of fair value of derivatives     53     178  
   
 
 
      108,940     111,780  

Obligations under capital leases

 

 

11,900

 

 

11,719

 
Debt obligations (note 10a)     225,093     223,529  
Pension obligation     54,215     57,437  
Other employee future benefits     58,676     57,929  
Asset retirement obligation     27,813     27,120  
Other non-current liabilities     1,635     417  
   
 
 
      488,272     489,931  
   
 
 

Shareholders' equity

 

 

 

 

 

 

 
Common shares (note 5a)     130,197     120,138  
Warrants (note 5b)     34,449     35,850  
Contributed surplus     3,299     3,288  
Cumulative translation adjustments     (18 )   (24 )
Retained earnings (deficit)     2,695     (6,486 )
   
 
 
      170,622     152,766  
   
 
 
    $ 658,894   $ 642,697  
   
 
 

Commitments (note 8)

The Notes constitute an integral part of the consolidated financial statements.

2


Hudbay Minerals Inc.
Consolidated Statement of Operations and Retained Earnings (Deficit)
For the periods ended March 31, 2005 and 2004
(expressed in thousands of Canadian dollars except share and per share amounts)
(Unaudited)
 
 
 
  Three Months Ended March 31
 
 
  2005
  2004
(Restated — note 3)
 
Sales   $ 151,525   $  
   
 
 

Expenses

 

 

 

 

 

 

 
Operating     117,713     1,061  
General and administrative     3,641     471  
Depreciation and amortization     12,724     37  
Accretion     652     6  
Exploration     569     234  
Foreign exchange (gain) loss     (250 )    
   
 
 
      135,049     1,809  
   
 
 
Operating earnings (loss)     16,476     (1,809 )
Other income     470     7  
Amortization of deferred financing costs     (341 )    
Foreign exchange gain (loss)     (1,330 )   14  
Gain on derivative instruments     2,364      
Interest expense     (5,653 )   (273 )
   
 
 
Earnings (loss) before taxes     11,986     (2,061 )
Taxes (recovery)     2,805     (397 )
   
 
 
Earnings (loss) for the period     9,181     (1,664 )

Retained earnings (deficit) — beginning of period

 

 

 

 

 

 

 
As previously stated     (6,486 )   (19,052 )
Changes in accounting policies              
  Asset retirement obligations         (43 )
  Exploration         (590 )
   
 
 
As restated     (6,486 )   (19,685 )
   
 
 
Retained earnings (deficit) — end of period   $ 2,695   $ (21,349 )
   
 
 
Earnings (loss) per share              
    Basic   $ .12   $ (.29 )
    Diluted   $ .12     Note 6 (d)
Weighted average number of commons shares outstanding              
    Basic     78,547,993     5,709,101  
    Diluted     79,202,545     Note 6 (d)

The Notes constitute an integral part of the consolidated financial statements.

3


Hudbay Minerals Inc.
Consolidated Statement of Cash Flows
For the periods ended March 31, 2005 and 2004
(expressed in thousands of Canadian dollars)
(Unaudited)
 
 
 
  Three Months Ended March 31
 
 
  2005
  2004
(Restated — note 3)
 
Cash generated (utilized) by:              

Operating activities

 

 

 

 

 

 

 
Earnings (loss) for the period   $ 9,181   $ (1,664 )
  Items not affecting cash              
    Depreciation and amortization     12,724     37  
    Accretion of debt component of convertible debentures         177  
    Accretion on asset retirement obligation     652     6  
    Non-cash interest     234      
    Future income taxes         (397 )
    Unrealized portion of change in fair value of derivative     (1,363 )    
    Amortization of deferred financing charges     341      
    Unrealized foreign exchange loss on debt notes     1,330      
    Unrealized foreign exchange loss on cash held in foreign currency     (244 )    
    Net change in other non-cash operating items     1,828      
   
 
 
      24,683     (1,841 )
Net change in non-cash working capital items (note 10c)     3,203     (193 )
   
 
 
      27,886     (2,034 )
   
 
 

Investing activities

 

 

 

 

 

 

 
Increase in environmental deposits         (164 )
Decrease (increase) in restricted cash     13,000      
Property, plant and equipment expenditures     (17,298 )   (2,138 )
   
 
 
      (4,298 )   (2,302 )
   
 
 

Financing activities

 

 

 

 

 

 

 
Financing and acquisition costs     (133 )   (48 )
Decrease in debenture subscription receivable         2,000  
Issuance of common shares         600  
Proceeds on exercise of stock options         64  
Repayments of obligations under capital lease     532      
Issuance of shares and warrants     8,669     5,270  
   
 
 
      9,068     7,886  
   
 
 
Foreign exchange loss on cash held in foreign currency     244      
   
 
 
Change in cash and cash equivalents     32,900     3,550  
Cash and cash equivalents — beginning of period     64,553     2,114  
   
 
 
Cash and cash equivalents — end of period   $ 97,453   $ 5,664  
   
 
 

Supplementary information

 

 

 

 

 

 

 
Shares issued in settlement of other indebtedness   $   $ 40  
Taxes paid     293      
Interest paid     275      

The Notes constitute an integral part of the consolidated financial statements.

4


HudBay Minerals Inc.
Notes to the Interim Consolidated Financial Statements
(expressed in thousands of Canadian dollars except as otherwise noted)
(Unaudited)
 

1      Nature of the Operations

    HudBay Minerals Inc. (the "Company") changed its name from ONTZINC Corporation by way of Articles of Amendment dated December 21, 2004. The Company is incorporated under the Ontario Business Corporations Act. Prior to December 21, 2004, the Company was engaged in the business of evaluation, acquisition and exploration of mineral properties. Substantially all of the efforts of the Company were devoted to these business activities. Prior to that date, the Company had not earned significant revenue and was considered to be in the development stage.

    On December 21, 2004, the Company completed a public offering of common shares and warrants raising gross proceeds of $143,813 and also completed an offering of U.S.$175,000 Senior Secured Notes. The Company then utilized the proceeds from these financings to complete the acquisition from Anglo American International, S.A. ("Anglo American") of all of the outstanding shares of 152640 Canada Inc., which held all of the outstanding shares of Hudson Bay Mining and Smelting Co., Ltd. ("HBMS"). As a result, the Company's primary business activity is now base metals production with facilities consisting of mines, mills and a metallurgical complex for the extraction of copper and zinc in the Provinces of Manitoba and Saskatchewan.

    Also on December 21, 2004, the Company completed a 30 for 1 common share consolidation that has been retroactively reflected as if the common share consolidation had occurred on January 1, 2002. All references to common shares within these consolidated financial statements reflect the consolidation.

2      Basis of Presentation and Principles of Consolidation

    The interim consolidated financial statements of HudBay Minerals Inc. (the "Company") have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") and followed the same accounting principles and methods of application as those disclosed in Note 1 to the Company's consolidated financial statements for the year ended December 31, 2004. These interim consolidated financial statements do not include all disclosures required by Canadian GAAP for annual financial statements and, accordingly, should be read in conjunction with the Company's consolidated financial statements included in its 2004 Annual Report.

    These interim consolidated financial statements include the accounts of the Company, all of its subsidiaries and the proportionate share of the assets and liabilities of any joint ventures where the Company shares joint control. Inter-company accounts and transactions have been eliminated on consolidation.

4


3      Changes in Accounting Policies

    (a)
    Asset retirement obligations:

      Effective January 1, 2004, the Company adopted the recommendations under Section 3110, Asset Retirement Obligations ("Section 3110"), of the CICA Handbook on a retroactive basis. Section 3110 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of a long-lived asset.

      These recommendations require that the fair value of a liability for an asset retirement obligation be recorded in the period in which it is incurred. When the liability is initially recorded, the cost is capitalized by increasing the carrying amount of the related long-lived asset. Upon settlement of the liability, a gain or loss is recorded. This differs from the prior practice that involved accruing for the estimated reclamation and closure liability through charges to the consolidated statements of operations over the life of the mine. The Company has recorded asset retirement obligations primarily associated with decommissioning and restoration costs. As required under the standard, the Company will make periodic assessments as to the reasonableness of its asset retirement obligation estimates and revise those estimates accordingly. The respective asset and liability balances will be adjusted, which will correspondingly increase or decrease the amounts expensed in future periods.

      The long-term asset retirement obligation is based on environmental plans, in compliance with the current environmental and regulatory requirements. Accretion expense is charged to the operations based on application of an interest component to the existing liability.

      The prior period financial statements have been restated retroactively for this change in accounting policy. The adoption of this standard had no impact on the opening balance sheet at January 1, 2002. The effect on the loss in 2003 was an increase of $34. The effect on the loss in 2002 was an increase of $10.

    (b)
    Exploration costs:

      The Company changed its accounting policy for exploration expenditures effective January 1, 2004. The change in the accounting policy is to only capitalize those exploration costs when management's evaluation indicates that the property is capable of economical commercial production. This policy change has been applied retroactively with restatement of prior periods. This policy change had the following impact on the opening balance sheet at January 1, 2002: decreased property, plant and equipment by $59 and increased deficit by $59. The effect on the loss in 2003 was an increase of $277. The effect on the loss in 2002 was an increase of $254.

5


4      Acquisition of Hudson Bay Mining and Smelting Co., Ltd.

    On December 21, 2004, the Company acquired all of the outstanding common shares of HBMS for total purchase consideration of $315,790, plus $4,324 of corporate transaction costs. The total purchase consideration of $315,790 was satisfied by cash of $302,790 and by the issuance to Anglo American of 5,777,777 common shares and 86,666,667 share purchase warrants, where every 30 share purchase warrants are exercisable for one common share at an exercise price of $3.15 per common share. The value of the common share consideration of $11,700 has been determined based on the average of the closing price of the Company's common shares for the two days before and after the date of announcement of the transaction on October 7, 2004. The value of the warrant consideration of $1,300 has been based on a similar method to the valuation of the warrants issued in the public offering. The acquisition has been accounted for by the purchase method.

    The following table summarizes the preliminary allocation of the purchase consideration based on management's current best estimate of the fair value of the assets and liabilities acquired on the date of acquisition (December 21, 2004):

  Current assets (including cash of $51,504)   $ 229,601  
  Investments     463  
  Property, plant and equipment     349,358  
  Intangible assets     552  
  Current liabilities     (72,665 )
  Debt obligations     (15,179 )
  Pensions and post-retirement benefit obligations     (130,353 )
  Asset retirement obligations     (26,213 )
  Obligations under capital leases     (15,074 )
  Other non-current liabilities     (376 )
   
 
    $ 320,114  
   
 

    Management expects to obtain additional information in 2005, including independent valuations, that may require additional adjustments to amounts shown above for property, plant and equipment, intangible assets and asset retirement obligations, and these potential adjustments may be material.

6


5      Share Capital

    (a)
    Common shares

      Authorized: Unlimited common shares

      Issued:

 
  Common shares
  Amount
 
Balance, December 31, 2003   5,661,592   $ 21,379  
Issued for debt   5,334     40  
Issued on private placements, net   2,382,466     7,817  
Issued pursuant to public offering   69,694,778     156,813  
Cancellation of repurchased shares   (340,000 )   (336 )
Exercise of warrants   28,030     160  
Exercise of options   19,334     64  
Value attributed to warrants issued       (29,465 )
Tax effect of flow through shares       (397 )
Share issue costs       (13,958 )
Elimination of fractional shares   (906 )    
Stated capital reduction       (21,979 )
   
 
 
Balance, December 31, 2004   77,450,628     120,138  
Exercise of warrants   2,476,371     7,736  
Issued on private placement of flow-through shares   806,452     2,500  
Share issue costs       (177 )
   
 
 
Balance, March 31, 2005   80,733,451   $ 130,197  
   
 
 

      On February 22, 2005, the Company completed a private placement of 806,452 flow-through common shares at a price of $3.10 per share for aggregate gross proceeds of approximately $2,500. Commission related to the offering was paid to the underwriters resulting in net proceeds of $2,323. The proceeds are being used to incur Canadian exploration expenses that will be renounced in favour of the holders for the 2005 taxation year.

      Broker warrants issued in connection with the Company's offering of subscription receipts on December 21, 2004 were exercised during the quarter ended March 31, 2005 aggregating the following amounts: 70,950,693 warrants to purchase 2,365,022 common shares for proceeds of $6,119.

7


    (b)
    Warrants

      Pursuant to the share consolidation effective December 21, 2004, 30 common share purchase warrants are required to purchase one common share.

 
  Number
  Amount
 
Warrants outstanding, December 31, 2003     74,894,424   $ 4,433  
Issued on private placements     40,140,997     2,380  
Issued pursuant to public offering   * 1,045,421,667     27,181  
Issued to agents for public offering     115,050,600     2,078  
Warrants repurchased     (5,100,000 )   (173 )
Exercised     (840,909 )   (43 )
Cancelled     (88,456 )   (6 )
   
 
 
Warrants outstanding, December 31, 2004     1,269,478,323     35,850  
Exercised     (74,291,193 )   (1,391 )
Expired     (350,000 )   (10 )
   
 
 
Warrants outstanding, March 31, 2005     1,194,837,130   $ 34,449  
   
 
 

      Warrants outstanding to acquire common shares of the Company at March 31, 2005 are as follows:

Warrants
Outstanding

   
  Exercise Price Per Warrant
  Expiry Date
6,650,000       $ 0.13   May 30, 2005
2,805,650         0.13   June 25, 2005
2,086,544         0.13   August 25, 2005
250,000         0.10   October 3, 2005
26,428,825         0.14   September 8-23, 2005
33,000,000         U.S. 0.12   October 9-21, 2005
768,400         U.S. 0.12   January 13, 2006
1,984,200         0.30   December 23-31, 2005
406,840         0.25   December 30, 2005
15,553,797         0.20   March 31, 2006
9,385,000         0.06   September 28, 2006
3,452,000         0.05   September 28, 2006
2,589,000         0.12   November 30, 2006
517,800         0.09   November 30, 2006
44,099,907         0.086   December 21, 2006
1,044,859,167   *     0.105   December 21, 2009

             
1,194,837,130         * Listed on The Toronto Stock Exchange

             

8


    (c)
    Stock option plan:

      During the quarter ended March 31, 2005, options in respect of 293,334 common shares expired or were cancelled.

 
  Number of
Shares

  Weighted
Average
Exercise Price

 
Outstanding, December 31, 2003   550,000   $ 5.08  
Cancelled   (334,167 )   4.80  
Granted   466,667     3.60  
Exercised   (19,333 )   3.30  
   
 
 
Outstanding, December 31, 2004   663,167     3.60  
Cancelled   (293,334 )   (3.56 )
   
 
 
Outstanding, March 31, 2005   369,833   $ 3.63  
   
 
 

      The following table summarizes the options outstanding at March 31, 2005.

Number of options
outstanding and
currently excercisable

  Exercise price
  Weighted average remaining contractual life (years)
98,166   $ 3.30   3.3
30,000     4.50   1.2
30,833     7.50   2.0
77,500     3.00   3.3
133,334     4.80   4.6

         
369,833          

         
    (d)
    Earnings (loss) per share:

      Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the period. Fully diluted earnings (loss) per share are computed using the treasury stock method whereby the weighted average number of common shares used in the basic earnings per share calculation is increased by the number of common shares potentially issuable upon exercise of all outstanding options and warrants.

      The conversion of stock options and warrants to calculate fully diluted was not done for the three months ended March 31, 2004, because the conversion would have been anti-dilutive.

9


6      Investment in Joint Venture

    Considar Metal Marketing SA, an entity incorporated under the laws of the Grand Duchy of Luxembourg, is a Joint Venture in which the Company holds a 50% interest. The Joint Venture, together with its wholly-owned subsidiary, Considar Metal Marketing Inc., carries on the business of providing metal marketing to customers in various metal related industries.

    The following is a summary of the Company's 50% pro rata share of the assets, liabilities, revenues and expenses of the Considar Metal Marketing SA Joint Venture. Substantially all of the Company's sales are transacted with the joint venture. Such information is presented prior to inter-company eliminations.

 
  March 31, 2005
  December 31, 2004
 
Assets              
Current assets              
  Cash   $ 1,379   $ 1,405  
  Accounts receivable     20,336     20,262  
  Inventories     29,093     27,394  
  Prepaid expense and other assets     41     56  
  Fair value of derivatives     4,514     3,418  
   
 
 
      55,363     52,535  
   
 
 
Fair value of derivatives     914     772  
Property, plant and equipment     106     112  
   
 
 
    $ 56,383   $ 53,419  
   
 
 

Liabilities

 

 

 

 

 

 

 
Current liabilities              
  Accounts payable and accrued liabilities   $ 50,310   $ 48,578  
  Fair value of derivatives     53     178  
  Deferred charge     344     508  
   
 
 
      50,707     49,264  
   
 
 
Future income tax payable     1,850     1,290  
   
 
 

Shareholders' equity

 

 

 

 

 

 

 
Share capital     1,605     1,605  
Cumulative translation adjustment     (328 )   (333 )
Retained earnings     2,549     1,593  
   
 
 
      3,826     2,865  
   
 
 
    $ 56,383   $ 53,419  
   
 
 

10


 
  For the Three
Months Ended
March 31, 2005

 
Revenues   $ 79,343  
   
 

Costs and expenses

 

 

 

 
Operating, general and administrative     80,139  
Depreciation and amortization     7  
Foreign exchange (gain)     (11 )
   
 
      80,135  
   
 
Operating earnings (loss)     (792 )
Other income     2  
Gain on derivative instruments     2,364  
   
 
Earnings (loss) before taxes        
      1,574  
Taxes     (618 )
   
 
Earnings (loss) for the period        
    $ 956  
   
 
Cash flow resulting from operating activities   $ (987 )
   
 

7      Segmented Information

    The CICA Handbook Section 1701, Segment Disclosures, establishes standards for reporting information about a company's operating segments. The Company is an integrated base metals producer and operates in a single reportable operating segment.

    The Company's revenue by significant product types:

 
  For the Three
Months Ended
March 31, 2005

Revenues      
  Copper   $ 82,076
  Zinc     32,852
  Zinc oxide     17,650
  Gold     13,283
  Other     5,664
   
    $ 151,525
   

11


8      Commitments

    For the mutual benefit of both parties, HBMS intends to terminate its agreement to purchase 40,000 dry metric tonnes of copper concentrate per year, effective June 30, 2005. The proposed termination which would otherwise have expired in 2008, is not expected to impact the Company's ability to supply copper to the Flin Flon smelter.

9      Foreign Currency Risk Management

    The Company employs derivative financial instruments, including forwards and option contracts, to manage risk originating from actual exposures to commodity price risk and foreign exchange risk.

a)
Foreign currency

    In 2004, the Company paid US$1.2 million to purchase an option giving it the right but not the obligation to pay an additional US$2.9 million to purchase US dollar put options. The put options secure the right, but not the obligation to sell US$4.375 million per quarter at $1.20482 starting in April 2005 and continuing to January 2009. The additional US$2.9 million was paid in 2005, and this together with the initial option payment, has been recorded in Prepaid expenses and other assets and will be amortized over the life of the option.

b)
Commodity price

    Through its joint venture interest in Considar Metal Marketing SA, the Company manages the risk associated with forward physical sales that are made on a fixed price basis regarding zinc and zinc oxide, and accordingly, enters into forward zinc purchase contracts. Although in management's opinion, the contracts continue to be effective in mitigating the Company's exposure to commodity price risk, the Company has elected not to designate these as accounting hedges under The Canadian Institute of Chartered Accountants' ("CICA") Accounting Guideline 13 ("AcG-13"), Hedging Relationships, and, accordingly, has accounted for these derivative instruments using the fair value accounting method. At March 31, 2005, the joint venture had outstanding forward contracts to purchase 22,348 tonnes of zinc at prices ranging from US$834 to US$1,392 per tonne with settlement dates in the next two years.

12


10    Other Supplementary Information

    a)
    Debt obligations

 
  March 31, 2005
  December 31, 2004
Province of Manitoba   $ 15,413   $ 15,179
Senior secured notes     211,680     210,350
   
 
      227,093     225,529

Less: Current portion of long-term debt

 

 

2,000

 

 

2,000
   
 
    $ 225,093   $ 223,529
   
 

    The terms of the loan from the Province of Manitoba have been amended whereby the Company must meet certain minimal employment levels and exploration expenditures in each calendar year to maintain the interest-free nature of the loan. The interest rate applicable if the terms are not met varies from Crown Rate to Crown Rate plus 4% depending on the shortfall. For the current calendar year, management believes the restrictions will be met and no interest will be payable.

    The Company has outstanding letters of credit in the amount of $37.8 million that are secured by an equal amount of cash.

    b)
    Defined pension and other future employee benefit expense

 
  For the Three
Months Ended
March 31, 2005

Pension expense   $ 2,325
   
Other future employee benefits expense   $ 1,150
   

13


    c)
    Supplemental cash flow information

 
  For the Three Months
Ended March 31

 
 
  2005
  2004
 
Net change in non-cash working capital items              
  Accounts receivable   $ 3,311   $  
  Inventories     10,293      
  Accounts payable and accrued liabilities     (10,695 )   (18 )
  Interest payable     5,143      
  Prepaid expenses and other assets     (4,849 )   (175 )
   
 
 
      3,203     (193 )
   
 
 

11    Hudson Bay Mining & Smelting Co., Limited

    As indicated in Note 4, the Company acquired HBMS on December 21, 2004. The following highlights key financial information of HBMS prior to consolidation.

 
  For the Three Months
Ended March 31

 
  2005
  2004
Total revenues   $ 151,525   $ 142,231
Net earnings     12,813     19,142
Long term financial debt (excluding current portion)     236,993     29,848
Total assets     840,931     563,847

    Included in total assets for 2005 is an intercompany account in the amount of $211,680 due from the Company.

12    Comparative Figures

    Certain of the prior period's comparative numbers have been restated to conform to the current period's presentation.

14