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<strong>Minera</strong> <strong>Frisco</strong><br />
ANNUAL REPORT 2011
Contents<br />
01 Introduction<br />
02 Overview of MINERA FRISCO<br />
04 Key Financial and Operating Data<br />
06 Letter to Shareholders<br />
08 Units in Operation<br />
22 Projects in Installation and Expansion<br />
36 Projects under feasibility and implementation studies<br />
38 Exploration<br />
40 Sustainability Studies<br />
42 Human Resources<br />
46 Board of Directors<br />
47 Report of the Corporate and Auditing Practices Committee<br />
49 Consolidated Financial Statements<br />
El Coronel / Aerial view
CORPORATE PROFILE. MINERA FRISCO is a company with a deep history<br />
dedicated to the exploration and exploitation of mining lots for the production and<br />
sale of mainly gold doré and silver bars, as well as cathode copper and copper,<br />
lead-silver and zinc concentrates.<br />
The company currently has 3,500 employees and six mining units in Mexico: El Coronel,<br />
San Felipe, María, San Francisco del Oro, Tayahua and Asientos, developing six projects<br />
including new mines and expansions, as well as several exploration projects.<br />
Through alliances and its own resources, the company uses cutting-edge technology<br />
for the localization and processing of minerals and carries out environmental<br />
administration initiatives focused on minimizing the generation of residues and water<br />
consumption, while compensating for adverse environmental impacts.
VISION, MISSION AND PRINCIPLES<br />
Vision:<br />
To be a strong mining company in the global<br />
arena of the extraction of precious and base<br />
metals with processes that have minimal<br />
risks to guarantee the rate of return to<br />
shareholders and favor the development of<br />
sustainable communities.<br />
Mission:<br />
To work in a harmonious way with all<br />
stakeholders, promoting a culture of<br />
innovation and practices of technological<br />
and environmental efficiency that allow<br />
us to grow toward common objectives.<br />
Principles:<br />
• Commitment with shareholders<br />
• Integral human development<br />
• Teamwork<br />
• Environmental, security and hygiene<br />
consciousness<br />
• Quality and ongoing improvement<br />
El Concheño / Open-pit
2011 was a milestone year for <strong>Minera</strong> <strong>Frisco</strong>.<br />
The company continued an ambitious investment<br />
plan to increase production at all of its mining<br />
units and increased exploration activities<br />
and metallurgical research with the goal of<br />
expanding reserve and resource bases across all<br />
of its projects.<br />
MINERA FRISCO has a long history that dates back to the<br />
17 th century, when the first mineral deposits were discovered in<br />
San Francisco del Oro. Throughout the years the company has<br />
incorporated different mines to its portfolio and was constituted in<br />
1962 as a 100% Mexican company. Since its founding to the present,<br />
<strong>Frisco</strong> has maintained its positioning as a solid mining company with<br />
the constant goal of high standards of efficiency, quality and security.<br />
San Felipe / Aerial view<br />
1
Overview of <strong>Minera</strong> <strong>Frisco</strong><br />
2<br />
2<br />
6<br />
12<br />
Breakdown of Sales by Product<br />
45% Gold and silver doré bars<br />
19% Lead-silver concentrates<br />
15% Zinc concentrates<br />
9% Copper concentrates<br />
12% Cathodic copper<br />
History Timeline<br />
Mining begins in<br />
Chihuahua during<br />
the second half of<br />
the 17 th century,<br />
with a mineral<br />
deposit discovery<br />
by Francisco de<br />
Molina.<br />
7<br />
As a result of the<br />
new Mining Law,<br />
foreign and Mexican<br />
companies partner<br />
to create <strong>Minera</strong><br />
<strong>Frisco</strong>, S.A.<br />
5<br />
9<br />
13<br />
16<br />
1<br />
4 11<br />
14<br />
3<br />
8<br />
<strong>Minera</strong> Lampazos<br />
begins mining silver<br />
ore (closed in 1987).<br />
1658 -1961 1962 1972 1978 1980 1985<br />
10<br />
<strong>Minera</strong> Cumobabi,<br />
S.A. de C.V. begins<br />
operations, mining<br />
copper ore and<br />
molybdenum (closed<br />
in 1989).<br />
15<br />
<strong>Minera</strong> María begins<br />
operations in the town<br />
of Cananea in Sonora,<br />
mining copper ore<br />
(closed in 1981).<br />
Empresas <strong>Frisco</strong>,<br />
S.A. de C.V. is created<br />
and acquired by<br />
Grupo Carso.
Mining Units<br />
Name<br />
Units in Operation<br />
Metals Exploitation Type Process<br />
1 El Coronel Au, Ag Open-Pit Heap Leaching<br />
2 San Felipe Au, Ag Open-Pit Heap Leaching / Dynamic Leaching<br />
3 Asientos Au, Ag, Pb, Zn, Cu Underground Milling and Flotation<br />
4 Tayahua Au, Ag, Pb, Zn, Cu Underground Milling and Flotation<br />
5 San Francisco del Oro Au, Ag, Pb, Zn, Cu Underground Milling and Flotation<br />
6 María Cu Open-Pit Heap Leaching<br />
Expansion Projects<br />
1 El Coronel - Secondary Crusher Crushing circuit, expansion of settling ponds and heap formation<br />
2 San Felipe II Crushing circuit, settling ponds, heap formation and Merrill Crowe plant<br />
4 Tayahua - Primary Copper Access ramp of 5.6 kms, crushing, grinding and flotation plant<br />
Installation Projects<br />
7 El Concheño Au, Ag Open-Pit Dynamic Leaching<br />
8 El Porvenir Au, Ag Open-Pit Heap Leaching<br />
9 San Francisco del Oro Open-pit Au, Ag Open-Pit Flotation and Dynamic Leaching<br />
Projects under Feasibility and Implementation Studies<br />
10 Espejeras Au, Ag Open-Pit Dynamic Leaching<br />
11 Calcosita - Tayahua Cu Open-Pit Heap Leaching<br />
12 Lampazos Au, Pb Open-Pit / Underground Flotation<br />
13 Clarines Au, Ag Open-Pit Flotation and Dynamic Leaching<br />
14 Vetas Negras Au, Ag Open-Pit Dynamic Leaching<br />
15 Santa Fe Au, Ag Open-Pit Bulk Flotation<br />
16 Federicos Au, Ag Open-Pit Heap Leaching<br />
Compañía<br />
San Felipe begins<br />
operations in Baja<br />
California (closed<br />
in 2001).<br />
<strong>Minera</strong> Tayahua is<br />
acquired (51%),<br />
located in Mazapil,<br />
Zacatecas.<br />
The Unidad de<br />
Manejo para la<br />
Conservación de la<br />
Vida Silvestre (UMA)<br />
(Unity of Conservation<br />
Management<br />
of Wildlife) creates<br />
the “Reserva San<br />
Francisco del Oro”<br />
in Chihuahua.<br />
The second phase<br />
of <strong>Minera</strong> María<br />
begins operations,<br />
mining copper ore<br />
for the production<br />
of cathodes.<br />
The Asientos unit<br />
in Aguascalientes<br />
and the El Coronel<br />
unit in Zacatecas<br />
begin operations to<br />
produce gold doré<br />
and silver bars.<br />
Beginning in the<br />
second half of 2010<br />
<strong>Frisco</strong> begins a<br />
program of strong<br />
investment in six<br />
projects that contemplate<br />
expansions<br />
as well as new<br />
plants and facilities.<br />
1994 1998 2001 2004 2008 2010<br />
3
Key Financial and<br />
Operating Data<br />
4<br />
MINERA FRISCO<br />
(Thousand pesos at December 31, 2011*)<br />
2011 2010 Change %<br />
Revenues 8,544,566 7,141,703 19.6%<br />
Operating Income 3,669,712 3,237,612 13.3%<br />
Operating Margin 42.90% 45.30% -2.4<br />
EBITDA 4,309,534 3,657,054 17.8%<br />
EBITDA Margin 50.40% 51.20% -0.8<br />
Controlling participation in Net Income 545,750 1,397,208 -60.9%<br />
Percentage to Sales 6.40% 19.60% -13.2<br />
Total Assets 24,303,232 20,097,799 20.9%<br />
Total Liabilities 12,300,424 18,339,381 -32.9%<br />
Consolidated Stockholder’s Equity 12,002,808 1,758,418 582.6%<br />
CapEx 7,984,478 3,087,281 158.6%<br />
Total Debt 8,350,000 12,616,045 -33.8%<br />
Net Debt 3,488,644 6,276,013 -44.4%<br />
Net Debt/EBITDA (times) 0.8 1.7 -0.9<br />
CapEx/Revenues 93.4% 43.2% 50.2<br />
Shares Outstanding (thousand) 2,545,382 0 NA<br />
Income per Share** 0.22 0 NA<br />
Stock Price at year end*** 50.71 0 NA<br />
* Except outstanding shares and Income per share.<br />
** Controlling Participation in Net Income divided by the compounded average number of oustanding shares.<br />
*** Price at the beginning of its trading on January 6, 2011 was of $30.14 pesos per share.<br />
EBITDA: Earnings before interest, taxes, depreciation and amortization.<br />
NA: Not applicable
7,142<br />
8,545<br />
3,238<br />
3,670<br />
3,657<br />
4,309<br />
3,087<br />
7,984<br />
6,276<br />
10 11 10 11 10 11 10 11 10 11<br />
Revenues<br />
(Million pesos)<br />
Operating<br />
Income<br />
(Million pesos)<br />
EBITDA<br />
(Million pesos)<br />
CapEx<br />
(Million pesos)<br />
3,489<br />
Net Debt<br />
(Million pesos)<br />
5
Letter to shareholders<br />
Global Economic Outlook<br />
The economic outlook since 2000 includes structural problems,<br />
mainly in developed countries, which have not been<br />
resolved and have only been faced with aggressive monetary<br />
and fiscal policies.<br />
With the change in civilizations from industrial to service<br />
societies, as well as rapid technological advances that have<br />
allowed large productivity increases and the ability to produce<br />
goods and services at lower costs, we should be seeing<br />
the generalized creation of value and wealth. However, fiscal<br />
and structural trade deficits, as well as an unsustainable<br />
welfare state and problems with the financial system that do<br />
not appropriately guide change are provoking high levels of<br />
unemployment that are most evident even among the bestprepared<br />
youth.<br />
Despite a global economic situation that is unfavorable for the<br />
exports of developed nations, the monetary policies of these<br />
nations have allowed important capital access and long-term,<br />
low-interest financing for developing nations. It has also permitted<br />
developing countries to focus on domestic economies<br />
and impulse the activities necessary for development with the<br />
formation of human and physical capital, as well as the promotion<br />
of activities that will be intensive job engines in coming<br />
years. Investments in coming years that are equivalent to<br />
25% of GDP would create high sustained economic growth,<br />
as well as sustained job growth, which would allow developing<br />
countries to cross the threshold of per capita income of<br />
$15,000 dollars. This in turn would result in a larger middle<br />
class and bring currently marginalized and poverty-stricken<br />
groups to the benefits of better education and health, leading<br />
to a virtuous cycle of development for our countries.<br />
Even with the negative effects of the global economy, Mexico<br />
and other emerging countries are facing more growth opportunities<br />
than developed nations. Mexico has an adequatelycapitalized<br />
banking system, better public finances, low interest<br />
rates, long-term peso and dollar-indexed financing, and<br />
most importantly, many needs that become investment opportunities<br />
for the private sector, which in turn lead to potential<br />
for development and more employment.<br />
6<br />
Metals Market<br />
In 2011, the precious metals market experienced an important<br />
increase in prices. In the case of gold, the global economic<br />
situation, negative real interest rates and the growing demand<br />
for the physical metal —especially in China— as well as<br />
the growing demand of exchange-traded funds have pushed<br />
prices to maximum historic levels. Gold traded at $1,925 USD/<br />
Oz in September of 2011 and prices for the year were 25%<br />
above 2010 levels. Meanwhile, global production was 2,801<br />
tons, a 5.7% increase from 2010.<br />
In the case of silver, it is being considered an investment in<br />
addition to industrial uses. Global mining production was<br />
24,150 tons in 2011, a similar level to 2010. Throughout the<br />
year, there were large periods of volatility, with prices closing<br />
the year at 60% above 2010.<br />
In the case of base metals, copper has had an important upturn<br />
in recent years. Demand in China for the metal increased<br />
in 2011 to almost 8.0 Mt, which is 40% of global consumption.<br />
Meanwhile, the supply of deposits has been affected in<br />
recent years by labor strikes, climate and decreases in production<br />
laws. Global mining production was 16.30 Mt for 2011.<br />
As for zinc and lead, there has been an increase in global supply<br />
in recent years, creating historically high inventories, with<br />
China as the principal consumer and producer.<br />
MINERA FRISCO<br />
Within this context there is a historic opportunity for the company,<br />
which in addition to having many years of operation,<br />
has a portfolio of important mining lots in Mexico and important<br />
growth potential for its operational units. Thanks to the<br />
experience of the company in executing and installing projects<br />
and taking advantage of specialization in process engineering,<br />
construction and the build-out of structures from affiliated<br />
companies, there are currently six expansion projects as well<br />
as the simultaneous installation of new mines. These projects<br />
are the principal present and near future challenge for the<br />
company. These projects represent an important increase in<br />
the production capacity of over 200% and a CapEx of $7.984<br />
billion pesos for 2011, a figure that will be surpassed in 2012.
<strong>Frisco</strong> currently has one of the most aggressive expansion programs<br />
in the world for now and the near future, executing<br />
with the highest levels of quality, in record time and cost efficiency,<br />
offering experience and equipment integration that is<br />
fundamental for the execution of future projects.<br />
In the operation of our mining units, we have made an important<br />
effort to continue metallurgical investigation and the<br />
optimization of our processes. This translates into production<br />
cost improvements, efficiency in the recovery of metallurgical<br />
values, processes with better environmental sustainability and<br />
in general better economic viability of the projects.<br />
In terms of exploration, in 2011 we significantly increased<br />
the economic resources, equipment and specialists to increase<br />
our reserve base and mineral resources to support<br />
the operation of current projects, expansion plans and the<br />
viability of projects that are being installed. Additionally,<br />
there are many mining lots from our portfolio that are in<br />
geological study and exploration seeking viability to be exploited<br />
in the future.<br />
In terms of operations, higher year-on-year metals prices in<br />
2011 and increases in produced volumes of mainly copper,<br />
gold and lead caused revenue to increase 20% to $8.545<br />
billion pesos, while EBITDA increased 18% with a slight decrease<br />
of 0.8 percentage points in EBITDA margin, which<br />
was 50.4%.<br />
Total assets were $24.303 billion pesos, while controlling<br />
stockholders’ equity was $12.003 billion pesos. Debt to equity<br />
was 1.0 time, while net debt was 0.8 times 2011 EBITDA.<br />
Debt coverage was 7.1 times.<br />
Given the relevance of the investments in installation projects,<br />
the company considered the guarantee of minimum level of<br />
José Humberto Gutiérrez-Olvera Zubizarreta<br />
Chairman of the Board<br />
profitability to be fundamental and has hedged the price of<br />
metals. As the projects near operation and the new projects<br />
have a lesser weight with respect to the total production base,<br />
the company has significantly decreased its position of hedges<br />
with respect to production.<br />
Among the most important corporate events, at the beginning<br />
of the year the acquisition was completed of 39% of the<br />
shares of <strong>Minera</strong> Tayahua, raising the participation of <strong>Minera</strong><br />
<strong>Frisco</strong> to 90.2% of equity. At the same time, an Extraordinary<br />
Shareholders’ Meeting was held to decree a capital increase<br />
of 250 million shares at a price of $47.00 pesos per share, of<br />
which 242.6 million shares were subscribed.<br />
Sustainability activities in 2011 included environmental control<br />
operative plans, sustainability of water and energy resources,<br />
management of environmental liabilities, certifications, integral<br />
management systems and the analysis of stakeholders.<br />
Additionally, we increased our labor force by 30%, benefitting<br />
the communities where we operate with job creation.<br />
The labor climate and relation between the company and the<br />
unions remains healthy and cordial.<br />
<strong>Minera</strong> <strong>Frisco</strong> has a solid financial position that allows it to<br />
face its current, immediate and future expansion plans that<br />
will convert it into a company with world-class production levels,<br />
as well as the operating experience to achieve these goals<br />
with the highest standards.<br />
On behalf of the Board of Directors and the management<br />
team at <strong>Minera</strong> <strong>Frisco</strong>, we thank all of our employees, their<br />
effort, commitment, and our shareholders for their trust.<br />
<strong>Minera</strong> <strong>Frisco</strong> will seek to maintain the successful course to<br />
contribute to the development of our country.<br />
Sincerely,<br />
Alejandro Aboumrad González<br />
Chief Executive Officer<br />
7
Operational Units<br />
MINING UNITS<br />
<strong>Frisco</strong> is the fastest-growing Mexican mining company,<br />
establishing an exceptional portfolio of high-quality assets.<br />
In recent years due to the recovery of metals prices, the<br />
company significantly increased exploration in the lots<br />
that has conserved, such as San Francisco del Oro, María,<br />
Tayahua and San Felipe. Additionally, new units were<br />
put into operation such as Asientos and El Coronel, both<br />
property of <strong>Minera</strong> Real de Ángeles and which began<br />
activities in 2008.<br />
As of the second half of 2010, the company began<br />
an important investment program in six projects that<br />
contemplates expansions as well as new facilities and plants<br />
to increase capacity of crushing and production.<br />
8<br />
Units in Operation<br />
Installed Capacity Expansion Current + Start-Up of Ore Milled 2011<br />
Name TPD at Dec 31, 2011 Projects Project Operations (t)<br />
El Coronel 35,000 30,000 65,000 2 nd Semester 2012 13,750,130<br />
San Felipe 7,500 15,000 22,500 2 nd Semester 2012 3,354,832<br />
Asientos 4,000 0 4,000 - 1,148,986<br />
Tayahua Pb - Zn 1,500 0 1,500 - 596,277<br />
Tayahua Cu 3,700 20,000 23,700 2013 989,950<br />
San Francisco del Oro 4,000 0 4,000 - 993,909<br />
María 27,000 0 27,000 - 6,046,713<br />
Total 82,700 65,000 147,700 26,880,797<br />
Units in Installation<br />
Name Nominal Installed Start-Up of<br />
Capacity Operations<br />
El Concheño 20,000 2 nd Semester 2012<br />
El Porvenir 10,000 3 rd Quarter 2012<br />
San Francisco del Oro Tajo 10,000 3 rd Quarter 2012<br />
Total 40,000<br />
Annual estimated utilization factor 88%
STRATEGY<br />
<strong>Minera</strong> <strong>Frisco</strong> is making a great effort to continue<br />
metallurgical investigation, improvement of processes<br />
and explorations, which allow us:<br />
1. To be more efficient in our operations<br />
2. To increase our reserves<br />
3. To consolidate sustainability activities<br />
4. To improve recoveries<br />
5. To lower costs<br />
Also create solid fundamentals for economic, operational<br />
and environmental viability of the projects in operation<br />
and installation, as well as those in the process of geological<br />
evaluation, exploration or beginning exploitation.<br />
Production of Metal Contents<br />
At December 31, 2011<br />
Name Gold % Silver % Lead % Zinc % Copper %<br />
(Oz) total (Oz) total (t) total (t) total (t) total<br />
El Coronel 197,631 84.1 20,419 0.4 0 0.0 0 0.0 0 0.0<br />
San Felipe 24,478 10.4 392,757 7.4 0 0.0 0 0.0 0 0.0<br />
Asientos 4,442 1.9 1,656,871 31.2 8,953 39.9 37,458 45.6 605 2.8<br />
Tayahua 5,117 2.2 1,837,328 34.6 5,282 23.6 27,097 33.0 8,159 38.1<br />
San Francisco del Oro 3,401 1.4 1,401,938 26.4 8,181 36.5 17,580 21.4 1,176 5.5<br />
María 0 0.0 0 0.0 0 0.0 0 0.0 11,455 53.5<br />
Total 2011 235,069 100 5,309,313 100 22,416 100 82,135 100 21,395 100<br />
Total 2010 199,791 5,496,360 20,744 91,571 16,830<br />
Var% 17.7 -3.4 8.1 -10.3 27.1<br />
9
El Coronel<br />
Aerial view of the mining unit<br />
Crushing circuit including mineral conveyor belts<br />
screening and hopper<br />
10
Aerial view of the pit<br />
The El Coronel mining unit is located in Zacatecas. It is an<br />
open-pit mine that uses heap leaching and recovers the mineral<br />
through carbon absorption, stripping and electrolysis. Then<br />
the ore is sent to the foundry to be processed into doré gold<br />
and silver bars for sale.<br />
11
San Felipe<br />
Panoramic view<br />
Crushing circuit<br />
12
Loading a truck with mineral to be transported to the<br />
crushing process<br />
San Felipe is located in Baja California. It is an open-pit mine<br />
that uses heap leaching. Its milling capacity at the end of the<br />
year was 7,500 tons daily and it produces doré gold and silver<br />
bars for sale.<br />
13
Asientos<br />
Aerial view of the plant<br />
Underground drilling<br />
14
Night view of the milling area<br />
Asientos is located in the state of Aguascalientes. This is an<br />
underground mine that uses a milling and flotation process.<br />
In November of 2011 a new mill, floatation cells and a settling<br />
tank were installed to guarantee an installed milling capacity<br />
of 4,000 daily tons for the production of lead, zinc and copper.<br />
15
Tayahua<br />
Milling and Flotation plant<br />
Rock transportation in the mine<br />
16
Underground drilling in the mine<br />
Tayahua is in Zacatecas and is a polymetallic underground<br />
operation that exploits mainly bodies of primary copper and zinc.<br />
17
San Fco. del Oro<br />
Underground mining<br />
Transportation system by aerial ropeway buckets<br />
18
Milling and classification process<br />
San Francisco del Oro is where <strong>Minera</strong> <strong>Frisco</strong> gets its name and<br />
is a polymetal underground mine.<br />
19
María<br />
Crushing circuit<br />
<strong>Minera</strong>l conveyor belt to the stockpile<br />
Production of cathode copper<br />
20
<strong>Minera</strong> María is a copper mine. The mineral is extracted and<br />
sent to the crushing area to reduce its size and be stockpiled<br />
or terraced.<br />
21
Installation and expansion projects<br />
MINERA FRISCO has formed a specialized team with an<br />
important execution capacity, which is fundamental for<br />
simultaneously installing six projects of the dimensions<br />
of those currently being built in record time, maintaining<br />
quality, cost and process efficiency. This has resulted in<br />
a CapEx of $7.984 billion pesos in 2011, a figure that is<br />
expected to be surpassed in 2012. Today <strong>Frisco</strong> is a mining<br />
company with one of the highest levels of investment<br />
in the world and is positioning itself in the near future<br />
as a company with the best capacity to face and execute<br />
these growth rates.<br />
<strong>Minera</strong> <strong>Frisco</strong> has one of the most aggressive expansion<br />
programs in the world today and in the near future, executing<br />
with the highest levels of quality, record execution<br />
times and cost efficiencies, generating an experience and<br />
integration of teams that are fundamental for the execution<br />
of the following projects:<br />
22<br />
Mining Units<br />
Name Metals Exploitation Type Process<br />
Installation Projects<br />
7 El Concheño Au, Ag Open-Pit Dynamic Leaching<br />
8 El Porvenir Au, Ag Open-Pit Heap Leaching<br />
9 San Francisco del Oro pen-pit Au, Ag Open-Pit Flotation and Dynamic Leaching<br />
Expansion Projects<br />
1 El Coronel - Secondary Crusher Crushing circuit, expansion of settling ponds and heap formation<br />
2 San Felipe II Crushing circuit, settling ponds, heap formation and Merrill Crowe plant<br />
4 Tayahua - Primary Copper Access ramp of 5.6 kms, crushing, grinding and flotation plant<br />
Numeration corresponding to map on page 2
El Concheño<br />
Crushing area and leaching tanks / Installation<br />
Located in Chihuahua, El Concheño is a new unit for gold and<br />
silver ores, which will be exploited by open-pit and underground<br />
mine, recovering metals through dynamic leaching.<br />
23
El Concheño<br />
General view of the plant / Installation<br />
Foundation of the grinding and hydrocyclone area<br />
24
Foundation of the thickening tanks and leaching area<br />
25
El Porvenir<br />
Formation of beds / Installation<br />
Installation of crushing circuits<br />
26
Screening and crushing area<br />
El Porvenir is a new project located in Aguascalientes that<br />
consists of an open mining pit, using heap leaching. The plant<br />
will use the Merrill Crowe process and the metals will be smelted<br />
in an induction oven to produce doré bars of gold and silver.<br />
27
San Fco. del Oro Tajo<br />
Open-pit / Installation<br />
Crushing area of 10 thousand tons per day<br />
28
Installation of leaching tanks<br />
Within the San Francisco del Oro unit, a new project is being<br />
installed that includes open-pit mine extraction in areas such<br />
as <strong>Frisco</strong>, Sainas and Clarines.<br />
29
El Coronel-Secondary Crusher<br />
Conveyor belts / Expansion<br />
Explosion to prepare the area for the second<br />
crushing circuit<br />
30
Within the expansion plans of El Coronel, the installation of<br />
a new fixed crushing circuit began at the end of 2011 with an<br />
estimated capacity of 30,000 tons daily. This will increase the<br />
crushing capacity of El Coronel to 65,000 tons daily, almost<br />
doubling the current capacity.<br />
31
San Felipe II<br />
Panoramic view / Expansion<br />
Screening and crushing area<br />
32
Grinding area and conveyor belt to the stock-pile<br />
San Felipe II is an expansion project that contemplates the<br />
installation of a new crushing circuit, stockpiling and Merrill<br />
Crowe plant.<br />
33
Tayahua-Primary Copper<br />
Access tunnel / Expansion<br />
Subterranean extraction equipment<br />
34
Entry to the “Gloria Estela” access ramp<br />
This project contemplates the development of a 5,600 meter<br />
access ramp, a beltway around the ore body and the installation<br />
of an internal crusher with a capacity of 20,000 tons daily.<br />
35
Feasibility studies and<br />
implementation projects<br />
The work plan to assess the viability of mining lots is<br />
centered on ongoing metallurgic research, geological<br />
studies and the evaluation of the environmental and<br />
social impact of projects. Seven exploration projects are<br />
currently being evaluated, in which probable gold and silver<br />
resources have been identified. Geological and geophysical<br />
exploration, as well as diamond tipped and reverse<br />
circulation drilling, are being carried out with copper and<br />
basic sulfur projects. <strong>Minera</strong>logical and metallurgical test<br />
are continuously being done.<br />
36<br />
Mining Units<br />
Name Metals Exploitation Type Process<br />
Projects under Feasibility and Implementation Studies<br />
10 Espejeras Au, Ag Open-Pit Dynamic Leaching<br />
11 Calcosita - Tayahua Cu Open-Pit Heap Leaching<br />
12 Lampazos Au, Pb Open-Pit / Underground Flotation<br />
13 Clarines Au, Ag Open-Pit Flotation and Dynamic Leaching<br />
14 Vetas Negras Au, Ag Open-Pit Dynamic Leaching<br />
15 Santa Fe Au, Ag Open-Pit Bulk Flotation<br />
16 Federicos Au, Ag Open-Pit Heap Leaching<br />
Numeration corresponding to map on page 2
Topography Metallurgical tests<br />
Drilling<br />
37
Exploration<br />
During 2011 the exploration budget was six times larger<br />
than the prior year. These resources were assigned to<br />
equipment as well as personnel, increasing the number of<br />
professionals with vast experience in mining and diamond<br />
drilling and inverse circulation equipment.<br />
The current and future exploration programs are focused<br />
on locating gold and silver deposits to increase reserves<br />
that can be mined with open-pit techniques. Geological<br />
and geophysical works, as well as drilling, are currently<br />
being carried out. In the more advanced exploration<br />
projects, surface land is being acquired for modeling of<br />
geological resources.<br />
38
Conducting geological tests<br />
We have significantly increased the economic resources and exploration<br />
equipment, as well as specialists to increase the base<br />
of reserves and mineral resources to support the current operation,<br />
expansion plans and the feasibility of installation projects.<br />
39
Sustainability activities<br />
A fundamental part of the strategy and culture<br />
of <strong>Minera</strong> <strong>Frisco</strong> is social responsibility, a commitment<br />
that —beyond business activity— maximizes<br />
the positive impact of its activities and transfers<br />
resources to benefit the communities where it operates.<br />
With this objective, in 2011 the following<br />
activities were carried out:<br />
In the area of hazardous waste management, we<br />
introduced an initiative so that all of our units<br />
have a registered plan with the Environmental<br />
and Natural Resources Ministry, with San Francisco<br />
del Oro receiving the first validation. We also began<br />
the process to identify and quantify environmental<br />
liabilities in all mining units to reduce the<br />
environmental footprint to comply with Mexican<br />
norms and the NIF C-18.<br />
CIDEC, Microm and Sinergia —companies<br />
dedicated to the production of efficient energy<br />
technologies—, diagnosed the lighting needs in<br />
all business units to soon implement eco technologies<br />
and solar and wind power to reduce greenhouse<br />
effects.<br />
As part of the activities aimed at the conservation<br />
of biodiversity, there was a second monitoring<br />
of the Royal Eagle in the Altamira hill in Aguas-<br />
40<br />
calientes, in accordance with the protection and<br />
conservation program that Asientos co-sponsors.<br />
In the El Concheño project, construction of the<br />
native plant nursery has begun according to<br />
the initiatives of the other units that have these<br />
production structures. It should be noted that<br />
<strong>Minera</strong> <strong>Frisco</strong> has maintained since 2001 the UMA<br />
wildlife conservation management unit “Reserva<br />
San Francisco Oro,” which includes 150 hectares<br />
of wild flora and fauna. The reserve promotes<br />
ecological consciousness and tourism.<br />
At midyear, the water project of the San Felipe unit<br />
began, including the installation of a desalinization<br />
plant that uses inverse osmosis technology, representing<br />
an environmental benefit as a smaller area<br />
would be impacted and a greater water recovery<br />
would be achieved. At El Coronel, the implementation<br />
has begun of the Environmental and Social<br />
Management System, which takes into account the<br />
ISO 140001, ISO 26000 norms and the best practices<br />
of the International Code for Cyanide Handling.<br />
The objective is to reduce the health and environmental<br />
risks. Four units of the Group: <strong>Minera</strong><br />
María, Tayahua, El Coronel and San Francisco del<br />
Oro maintain the Certificado de Industria Limpia<br />
(Certification for clean industry) that is awarded by<br />
the Federal Environmental Protection Agency.
<strong>Minera</strong> <strong>Frisco</strong> has maintained since 2001 the UMA wildlife<br />
conservation management unit “Reserva San Francisco del<br />
Oro,” which includes 150 hectares of wild flora and fauna.<br />
41
Human Resources<br />
Due to the expansion projects and the construction of new<br />
units, 963 people were hired in the year, many of them<br />
local, benefitting neighboring communities with jobs.<br />
There were a total of 3,580 people in the operation, of<br />
which 6% were women and 94% men, without including<br />
outside contractors.<br />
Security of employees and neighboring communities is a<br />
priority for <strong>Minera</strong> <strong>Frisco</strong>. This is why the company offered<br />
training in industrial security and occupational health, the<br />
environment and operational processes. A total of 123,159<br />
hours of training was provided for union and non-union<br />
collaborators.<br />
The relationship between the company and the national<br />
and local union is healthy and cordial, maintaining<br />
positive and direct communication that permits dialog<br />
and agreements. With respect to the social benefits to<br />
collaborators, the company pays equitable and fair wages,<br />
above those established by the Federal Work Law and<br />
based on performance evaluations.<br />
42
Personnel installing irrigation pipes<br />
Security of employees is a priority for <strong>Minera</strong> <strong>Frisco</strong>. This is<br />
why the company offered training in industrial security and occupational<br />
health, the environment and operational processes.<br />
43
44<br />
San Felipe / Equipment<br />
Tayahua / Underground operation<br />
Asientos / Drilling
San Fco. del Oro / Underground operation<br />
El Coronel / Open-pit<br />
El Concheño / Panoramic view<br />
Tayahua / Metallurgical tests<br />
El Concheño / Construction<br />
Tayahua / Aerial view<br />
45
Board of Directors<br />
Board Members<br />
46<br />
Position* Years as Board Member** Type of Board Member*<br />
Carlos Slim Helú COB - Fundación Carlos Slim<br />
COB - Fundación Telmex<br />
COB - Impulsora del Desarrollo y el Empleo en América Latina<br />
COB - Carso Infraestructura y Construcción 1 Patrimonial Related<br />
José Humberto Gutiérrez COB - <strong>Minera</strong> <strong>Frisco</strong><br />
Olvera Zubizarreta CEO - Grupo Carso<br />
COB and CEO - Grupo Condumex 1 Related<br />
Sergio W. Covarrubias Vázquez CEO - Grupo IDESA<br />
CEO - Constructora y Fraccionadora Montebello 1 Independent<br />
Alejandro Gutiérrez Gutiérrez Business Consultant 1 Independent<br />
Guillermo Gutiérrez Saldívar COB - Grupo IDESA<br />
CEO - Equipos Mecánicos 1 Independent<br />
José Kuri Harfush COB - Janel 1 Related<br />
Gerardo Kuri Kaufmann CEO - Inmuebles Carso 1 Related<br />
Juan Rodríguez Torres Business Consultant 1 Independent<br />
José Shedid Mehry Business Consultant 1 Independent<br />
Patrick Slim Domit Vice Chairman - Grupo Carso<br />
COB - América Móvil<br />
Commercial Director of Mass Markets - Teléfonos de México<br />
COB - Sears Operadora México 1 Patrimonial Related<br />
Treasurer<br />
Quintín Humberto<br />
Botas Hernández Comptroller - Grupo Condumex 1<br />
Secretary<br />
Sergio F. Medina Noriega Director of the Legal Department - Teléfonos de México 1<br />
Pro-secretary<br />
Alejandro Archundia Becerra Manager of the Legal Department - Grupo Condumex 1<br />
* Based on information from the Board members.<br />
** The age as board members was considered from 2011, date on which the shares of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. were listed on the Mexican Stock Exchange.<br />
COB: Chairman of the Board CEO: Chief Executive Officer
Report of the Corporate and<br />
Auditing Practices Committee<br />
of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V.<br />
Juan Rodríguez Torres Chairman<br />
Guillermo Gutiérrez Saldivar<br />
José Shedid Mehry<br />
To the Board of Directors:<br />
As the chairman of the Corporate and Auditing Practices Committee of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (the “Committee”), I submit the<br />
following annual report of activities for the 2011 fiscal year.<br />
Corporate Practices, Evaluation and Compensation<br />
The CEO of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (the “Company”) and the executives of the corporate entities controlled by the Company,<br />
satisfactorily complied with the stated goals and with their responsibilities.<br />
The transactions with affiliates submitted to the consideration of the Committee were approved. Among them are the following<br />
significant transactions, each of which represents more than 1% of the consolidated assets of the Company, executed successively:<br />
Cobre de México, S.A. de C.V., for the sale of cathode cable; and Condumex, Inc. for the purchase of machinery, equipment and parts.<br />
All transactions with related parties were reviewed by Galaz, Yamazaki, Ruiz Urquiza, S.C., and a summary of them is contained in a<br />
note of the certified financial statements of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. and subsidiaries at December 31, 2011.<br />
The CEO of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. receives no remuneration for his activity. The Company does not have employees, and as<br />
to remuneration of the relevant executives of the companies controlled by the Company, we verified that they complied with the<br />
policies approved by the Board of Directors.<br />
The Board of Directors of the Company granted no exemption to any members of the Board, relevant executives or anyone in an<br />
executive position to take advantage of business opportunities, either for himself or for third parties, that correspond to the Company<br />
or to the corporate entities it controls or in which it has a significant influence. The Committee, on its part, granted no exemptions<br />
for the operations referred to in paragraph c), Section III, Article 28 of the Securities Market Law.<br />
Auditing Functions<br />
The internal control and internal auditing system of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. and of the corporate entities controlled by it are<br />
satisfactory and comply with the guidelines approved by the Board of Directors, as observed in the information provided to the Committee<br />
by management of the Company and in the external audit certification.<br />
The modifications of accounting policies of the Company were approved to elaborate its financial information based on International<br />
Financial Reporting Standards (IFRS) as of the 2012 fiscal year.<br />
We have no knowledge of any relevant default on the guidelines and operation and accounting registry policies of the Company or<br />
of the corporate entities controlled by it and, consequently, no preventive or corrective measures were implemented.<br />
The performance of the Galaz, Yamazaki, Ruiz Urquiza, S.C. and Camacho, Camacho y Asociados, S.C. accounting firms, the corporate<br />
entities that conducted the audit of the financial statements of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. and subsidiaries to December 31, 2011,<br />
and of the external auditor in charge of said audit, was satisfactory and the objectives agreed at the time they were retained were<br />
achieved. In addition, according to the information provided by said firms to the management of the Company, their fees for the<br />
external audit represented a percentage less than 20% of their total revenue.<br />
47
On the other hand, approval was given for Galaz, Yamazaki, Ruiz Urquiza, S.C. to provide to <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. and to some<br />
of its subsidiaries the following additional services: guidance to fulfill requirements of the Tax Administration System (SAT for initials<br />
in Spanish) for Compañía San Felipe, S.A. de C.V., Construcciones y Servicios <strong>Frisco</strong>, S.A. de C.V. and <strong>Minera</strong> Tayahua, S.A. de C.V.; various<br />
services provided to <strong>Minera</strong> CX, S.A. de C.V. and <strong>Minera</strong> Cra, S.A. de C.V.; preparation of financial statements, tax statement and<br />
annual report of the Company; revision of operations known as collars and the deferred employee profit sharing of some subsidiaries<br />
of the Company; and revision through the auditing of the initial balances for the IFRS.<br />
Pursuant to the information provided to us by the management of the Company and the meetings we held with the external and<br />
internal auditors without the presence of the Company’s officers, and to the best of our knowledge, there were no relevant comments<br />
from shareholders, members of the Board, relevant executives, employees or, in general, any third party, related to the accounting,<br />
internal control and matters related to the internal or external audit, nor claims by said persons regarding any irregularity in the<br />
management of the Company.<br />
During the period to which this report refers, we verified that the resolutions adopted by shareholders’ meetings and the Board of<br />
Directors of the Company were duly complied with. In addition, according to the information provided to us by the management<br />
of the Company, we verified that it has controls that allow for determining that it complies with provisions applicable to the stock<br />
market and that the legal department conducts a review at least once a year to verify said compliance, and there were no comments<br />
in this respect or any adverse change in the legal situation.<br />
With respect to financial information prepared by the Company and filed with the Bolsa Mexicana de Valores (Mexican Stock<br />
Exchange) and the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission), we verified that the<br />
information was prepared under the same principles, criteria and accounting practices with which the annual information is prepared.<br />
Finance and Planning Functions<br />
During the 2011 fiscal year, the Company and some of the entities under its control effected significant investments. In this regard, we<br />
verified that the financing was carried out in accordance with the strategic plan of the Company over the medium and long terms. In<br />
addition, we evaluated from time to time that the strategic position of the Company was conformed to said plan. We also reviewed<br />
and evaluated the budget for the 2011 fiscal year together with financial projects that were taken into account for its preparation,<br />
which include the principal investments and financial transactions of the Company, which we consider are viable and congruent with<br />
investment and financing policies and with the strategic vision of the Company.<br />
For the preparation of this report, the Committee for Corporate and Auditing Practices evaluated information provided by the director<br />
general of the Company, the relevant executives of the corporate persons controlled by the Company and by the external auditor.<br />
The Chairman<br />
Juan Rodríguez Torres<br />
48
Independent auditors’ report<br />
To the Board of Directors and Stockholders of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V.<br />
(formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />
We have audited the accompanying consolidated balance sheets and statements of changes in stockholders’ equity of <strong>Minera</strong> <strong>Frisco</strong>, S. A. B.<br />
de C. V. and Subsidiaries, formerly mining sector of Grupo Carso, S. A. B. de C. V. (the “Company”) as of December 31, 2011 and 2010, and<br />
the related consolidated and combined statements of income and cash flows for the years then ended. These financial statements are the<br />
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.<br />
We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and<br />
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and that they are<br />
prepared in accordance with Mexican Financial Reporting Standards. An audit includes examining, on a test basis, evidence supporting the<br />
amounts and disclosures in the financial statements. An audit also includes assessing the financial reporting standards used and significant<br />
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a<br />
reasonable basis for our opinion.<br />
As mentioned in Note 2, on December 31, 2010 Grupo Carso, S. A. B. de C. V. split the mining sector and created a new public Company named<br />
<strong>Minera</strong> <strong>Frisco</strong>, S. A. B. de C. V. which is the direct and indirect owner, through its subsidiaries, of the assets of the mining sector of Grupo Carso,<br />
S. A. B. de C. V. and its subsidiaries.<br />
As mentioned in Note 3, beginning January 1, 2011, the Company adopted the following new provisions: Mexican Financial Reporting Standards<br />
(MFRSs/NIFs) C-4, Inventories; C-5, Prepaid Expenses; C-6, Property, Plant and Equipment; C-18, Obligations Associated with the Retirement of<br />
Property, Plant and Equipment; Improvements to Mexican Financial Reporting Standards 2011; Interpretation of Mexican Financial Reporting<br />
Standards 19, Changes Derived from the Adoption of International Financial Reporting Standards.<br />
The combined financial statements include the records and transactions of the mining sector companies as mentioned in Note 2. Such<br />
companies have common shareholders and administration. As such, the Company presents combined statements of income and cash flows for<br />
the year ended December 31, 2010.<br />
In our opinion, such consolidated and combined financial statements present fairly, in all material respects, the financial position of <strong>Minera</strong><br />
<strong>Frisco</strong>, S.A. B de C.V. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations, changes in their stockholders’<br />
equity, and their cash flows for the years then ended, in conformity with Mexican Financial Reporting Standards.<br />
The accompanying consolidated and combined financial statements have been translated into English for the convenience of readers.<br />
Galaz, Yamazaki, Ruiz Urquiza, S. C.<br />
Member of Deloitte Touche Tohmatsu Limited<br />
C. P. C. Walter Fraschetto<br />
March 6, 2012<br />
49
Consolidated balance sheets<br />
<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />
As of December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />
Assets<br />
50<br />
2011 2010<br />
Current assets:<br />
Cash and cash equivalents $ 4,861,356 $ 6,340,031<br />
Derivative financial instruments 726,179 47,097<br />
Accounts receivable – Net 1,645,861 1,377,643<br />
Due from related parties 612,004 266,058<br />
Inventories – Net 1,161,581 1,278,242<br />
Prepaid expenses 150,253 666,313<br />
Total current assets 9,157,234 9,975,384<br />
Property, plant and equipment – Net 12,436,162 5,079,228<br />
Deferred income taxes 751,314 2,572,931<br />
Deferred profit sharing – 370,724<br />
Other assets – Net 1,958,522 2,099,532<br />
Total $ 24,303,232 $ 20,097,799<br />
Liabilities and stockholders’ equity<br />
Current liabilities:<br />
Marketable notes $ 8,350,000 $ –<br />
Derivative financial instruments 410,699 297,398<br />
Accounts payables, taxes and accrued expenses 588,180 524,627<br />
Direct employee benefits 191,825 154,475<br />
Current portion of long term debt due to related parties – 116,715<br />
Due to related parties 170,390 545,913<br />
Income taxes – 523<br />
Total current liabilities 9,711,094 1,639,651<br />
Derivative financial instruments 2,244,207 3,977,221<br />
Employee benefits 17,869 15,210<br />
Provision for environment remediation 215,072 207,969<br />
Deferred profit sharing 112,182 –<br />
Long term debt due to related parties – 12,499,330<br />
Total liabilities 12,300,424 18,339,381<br />
Stockholders´ equity:<br />
Capital stock 74,362 67,274<br />
Additional paid-in capital 11,396,656 –<br />
Retained earnings 2,638,360 6,821,752<br />
Loss of valuation of derivative financial instruments (2,522,480) (6,498,987)<br />
Controlling interest 11,586,898 390,039<br />
Noncontrolling interest in consolidated subsidiaries 415,910 1,368,379<br />
Total stockholders ‘equity 12,002,808 1,758,418<br />
Total $ 24,303,232 $ 20,097,799<br />
See accompanying notes to consolidated and combined financial statements.
Consolidated and combined statements of income<br />
<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />
For the years ended December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />
2011 2010<br />
Consolidated Combined<br />
Net sales $ 8,544,566 $ 7,141,703<br />
Costs and expenses:<br />
Cost of sales 3,936,544 3,147,380<br />
Project exploration expenses and mining concessions rights 425,636 304,856<br />
4,362,180 3,452,236<br />
Gross profit 4,182,386 3,689,467<br />
Operating expenses 512,674 451,855<br />
Income from operations 3,669,712 3,237,612<br />
Other expenses – Net (157,071) (194,157)<br />
Impairment of long-lived assets (37,727) (3,870)<br />
Comprehensive financing cost:<br />
Interest income 44,658 108,706<br />
Interest expense (606,061) (365,977)<br />
Loss of valuation of forwards– Net (2,332,968) (230,773)<br />
Exchange gain (loss) – Net 264,134 (129,299)<br />
(2,630,237) (617,343)<br />
Income before income taxes 844,677 2,422,242<br />
Income taxes 175,647 731,439<br />
Net income $ 669,030 $ 1,690,803<br />
Controlling interest $ 545,750 $ 1,397,208<br />
Noncontrolling interest 123,280 293,595<br />
$ 669,030 $ 1,690,803<br />
Basic earnings per common share $ 0.2229071 $ 0.6067564<br />
Average of shares in transit (‘000) 2,448,330 2,302,750<br />
See accompanying notes to consolidated and combined financial statements.<br />
51
Consolidated statements of changes<br />
in stockholders’ equity<br />
<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />
For the years ended December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />
52<br />
Additional<br />
Capital paid-in<br />
stock capital<br />
Combined balances at the beginning of 2010 $ 3,732,802 $ 251,790<br />
Effect from adoption of NIF C-4 Inventorie – –<br />
Balances at the beginning of 2010, as adjusted 3,732,802 251,790<br />
Additional capital contribution in <strong>Minera</strong> San Francisco del Oro,<br />
<strong>Minera</strong> Real de Angeles and <strong>Minera</strong> Tayahua 2,500,001 196,796<br />
Decrease due to split of Inmuebles Riama (81,041) –<br />
Dividends paid for subsidiary – –<br />
Effect of split (6,084,488) (448,586)<br />
Balances before comprehensive loss 67,274 –<br />
Loss of valuation of derivative financial instrument – –<br />
Net income – –<br />
Comprehensive loss – –<br />
Consolidated balances as of December 31, 2010 67,274 –<br />
Decrease in noncontrolling interest of subsidiaries<br />
due to purchase of share – –<br />
Increase in capital stock 7,088 11,396,656<br />
Dividends paid for subsidiary – –<br />
Balances before comprehensive income 74,362 11,396,656<br />
Income (loss) of valuation of derivative financial instrument – –<br />
Net income – –<br />
Comprehensive income – –<br />
Consolidated balances as of December 31, 2011 $ 74,362 $ 11,396,656<br />
See accompanying notes to consolidated and combined financial statements.
Loss of<br />
valuation of Noncontrolling<br />
derivative interest Total<br />
Retained financial Controlling in consolidated stockholders´<br />
earnings (losses) instruments interest subsidiaries equity<br />
$ (1,056,369) $ (109,200) $ 2,819,023 $ 1,274,832 $ 4,093,855<br />
28,247 – 28,247 352 28,599<br />
(1,028,122) (109,200) 2,847,270 1,275,184 4,122,454<br />
– – 2,696,797 189,079 2,885,876<br />
25,889 – (55,152) – (55,152)<br />
(76,500) – (76,500) (73,500) (150,000)<br />
6,503,277 27,847 (1,950) 2,000 50<br />
5,424,544 (81,353) 5,410,465 1,392,763 6,803,228<br />
– (6,417,634) (6,417,634) (317,979) (6,735,613)<br />
1,397,208 – 1,397,208 293,595 1,690,803<br />
1,397,208 (6,417,634) (5,020,426) (24,384) (5,044,810)<br />
6,821,752 (6,498,987) 390,039 1,368,379 1,758,418<br />
(4,729,142) – (4,729,142) (898,779) (5,627,921)<br />
– – 11,403,744 – 11,403,744<br />
– – – (73,500) (73,500)<br />
2,092,610 (6,498,987) 7,064,641 396,100 7,460,741<br />
– 3,976,507 3,976,507 (103,470) 3,873,037<br />
545,750 – 545,750 123,280 669,030<br />
545,750 3,976,507 4,522,257 19,810 4,542,067<br />
$ 2,638,360 $ (2,522,480) $ 11,586,898 $ 415,910 $ 12,002,808<br />
53
Consolidated and combined<br />
statements of cash flows<br />
<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />
For the years ended December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />
54<br />
2011 2010<br />
Consolidated Combined<br />
Operating activities:<br />
Income before income taxes $ 844,677 $ 2,422,242<br />
Items related to investing activities:<br />
Depreciation and amortization 639,822 419,442<br />
Loss in sale of property, plant and equipment 11,075 5,266<br />
Impairment of property, plant and equipment 37,727 3,870<br />
Interest income (44,658) (108,706)<br />
Adjustment in useful lives of property, plant and equipment (11,847) –<br />
Items related to financing activities:<br />
Interest expense 606,061 365,977<br />
2,082,857 3,108,091<br />
(Increase) decrease in:<br />
Accounts receivable – Net (353,690) (373,291)<br />
Due from related parties (345,946) 60,246<br />
Inventories – Net 93,794 (739,773)<br />
Prepaid expenses 516,060 –<br />
Deferred profit sharing 10,426 48,772<br />
Other assets (170,370) (111,460)<br />
Increase (decrease) in:<br />
Accounts payable, taxes and accrued expenses 63,030 216,227<br />
Employees benefits 40,009 21,812<br />
Provision for environment remediation 7,103 56,407<br />
Due to related parties (375,523) 524,372<br />
Income taxes (111,479) (662,479)<br />
Net cash flows from operating activities 1,456,271 2,148,924<br />
Investing activities:<br />
Purchase of subsidiaries shares (5,627,921) –<br />
Purchase of property, plant and equipment (7,984,478) (3,087,281)<br />
Purchase of mining concessions (22,535) (309,331)<br />
Proceeds from sale of property, plant and equipment 41,858 62,059<br />
Interest received 44,658 108,706<br />
Effect of split – 50<br />
Net cash flows from investing activities (13,548,418) (3,225,797)<br />
Cash to be obtained from financing activities (12,092,147) (1,076,873)<br />
Financing activities:<br />
Increase in capital stock and additional paid-in capital 11,403,744 2,885,876<br />
Interest paid (606,061) (365,977)<br />
Dividends paid (73,500) (150,000)<br />
Derivative financial instruments 4,155,334 (7,703,922)<br />
Marketable notes 8,350,000 –<br />
Net (decrease) increase of loans received from related parties (12,616,045) 9,746,273<br />
Net cash flows from financing activities 10,613,472 4,412,250<br />
Net (decrease) increase in cash and cash equivalents (1,478,675) 3,335,377<br />
Cash and cash equivalents at beginning of the year 6,340,031 3,004,654<br />
Cash and cash equivalents at end of year $ 4,861,356 $ 6,340,031<br />
See accompanying notes to consolidated and combined financial statements.
Notes to consolidated<br />
and combined financial statements<br />
<strong>Minera</strong> <strong>Frisco</strong>, S.A.B. de C.V. (formerly mining sector of Grupo Carso, S.A.B. de C.V.)<br />
For the years ended December 31, 2011 and 2010 (In thousands of Mexican pesos)<br />
1. Activity and important events<br />
a. Activity – The subsidiaries of <strong>Minera</strong> <strong>Frisco</strong>, S. A. B. de C. V. (“<strong>Minera</strong> <strong>Frisco</strong>” or the “Company”) are engaged in the exploration and<br />
exploitation of mining lands for the production and sale of concentrates of lead-silver, zinc, copper, “dore” (gold and silver) and copper<br />
cathodes. Such activity corresponds to the mining industry.<br />
b. Important events<br />
Since 2010, the Company has been in a process of accelerated growth. The Company has increased its exploration activity within the mining<br />
concessions owned by its subsidiaries.<br />
During 2011, the Company invested in the installation of new mining units and in the expansion of mining units that were already placed<br />
into operation. Company´s investment in 2011 was $7,170,119 (accumulated as of December 31, 2011 $9,707,892) and the expected<br />
investment for 2012 and 2013 is $10,000,000.<br />
The projects under construction or expansion are detailed as follows:<br />
1. <strong>Minera</strong> Real de Angeles, S. A. de C. V. (“Real de Angeles”)<br />
El Coronel unit. This mining unit is located in Zacatecas. It has a trituration capacity of 35,000 tons per day. El Coronel is a surfacing<br />
mining unit. The mineral is extracted through a leaching process in which the crushed mineral is placed in layers and it is irrigated with a<br />
chemical solution. Once the solution runs through the mineral layers it is processed in a plant to produce “dore” bars. Such bars contain<br />
gold and silver.<br />
As part of the unit´s expansion plans, at the end of 2011, the Company began to install a new trituration train which will have a capacity<br />
of 65,000 daily tons approximately. Once placed into service, the new train will double the current trituration capacity of the unit. The<br />
Company estimates the new installed capacity will be placed into service at the end of 2012.<br />
Concheño unit. It is located in Chihuahua. Currently, the Company is building a new mine and plant to produce gold and silver. This unit<br />
will be a new surface mine and will have a trituration capacity of 20,000 daily tons. It will produce “dore” bars with silver and gold<br />
content through a leaching process. Concheño will have a significant contribution to the future production of gold and silver of <strong>Minera</strong><br />
<strong>Frisco</strong>. The Company expects to initiate operation of the unit at the end of 2012.<br />
Asientos unit. It is located in Aguascalientes. Within this unit is the sub-surface mine called “Santa Francisca” with a capacity of 4,000<br />
daily tons. The mineral produced in this unit is lead, zinc and copper which are produced using a flotation process.<br />
Additionally, as part of the Asientos unit, the Company is installing a new project called “El Porvenir” that will have an independent<br />
operation. El Porvenir will be a surface mine and it will have a trituration daily capacity of 10,000 tons. El Porvenir will produce “dore”<br />
bars with silver and gold content through a leaching process. The Company expects to conclude this project at the end of 2012.<br />
San Felipe unit. This surface mining unit is located in Baja California. It has a daily trituration capacity of 7,500 tons. As part of the<br />
expansion plans for this unit, the Company is installing a new trituration train which will increase the total trituration capacity of the<br />
unit to 37,500 daily tons, approximately. This means that the current capacity will increase 5 times. The Company expects to conclude<br />
the new trituration train at the end of 2012.<br />
2. <strong>Minera</strong> San Francisco del Oro, S. A. de C. V. (“San Francisco del Oro”)<br />
It is a sub-surface mine located in Chihuahua. The mineral extracted in this mine is crushed in a plant with a capacity of 4,000 daily tons.<br />
After such process, the mineral is placed into a flotation process to produce concentrates of lead, zinc and copper.<br />
The Company is installing a new surface mine project that will operate independently to exploit mineral areas such as “<strong>Frisco</strong>”, “Sainas”<br />
and “Clarines”. After crashed in a train with a capacity above the 10,000 daily tons, the mineral will be processed in a new plant which<br />
is currently being installed. The mineral will be produced through leaching and flotation processes to obtain concentrates of lead, zinc,<br />
copper and “dore” with silver and gold contents. The Company expects to place this unit into service at the end of 2012.<br />
55
56<br />
3. <strong>Minera</strong> Tayahua, S. A. de C. V. (“Tayahua”)<br />
It is a sub-surface mine located in Zacatecas which produces mainly copper and zinc. The mineral is extracted and crashed in a plant with a<br />
capacity of 5,200 daily tons. The mineral is distributed in a lead-zinc and copper- zinc circuit and later goes to a flotation process to obtain<br />
concentrates of lead, zinc and copper with contents of gold, silver, lead, zinc and copper.<br />
The Company is developing a new project that considers an access ramp with a length of approximately 5,300 meters and the installation of<br />
a new trituration train with a daily capacity of 20,000 tons. The mineral will be crushed and later processed in a new flotation plant with a<br />
capacity of 20,000 daily tons. The Company expects to place into service this unit at the end of 2014.<br />
4. <strong>Minera</strong> María, S. A. de C. V. (“Maria”)<br />
It is a copper surface mine located in Sonora. It´s capacity is 27,000 daily tons. The crashed mineral is placed in layers to run the leaching<br />
process to obtain copper cathodes. During 2011, Maria contributed with 53.5% of the total copper production of <strong>Minera</strong> <strong>Frisco</strong>.<br />
2. Basis of presentation<br />
a. Explanation for translation into English - The accompanying consolidated and combined financial statements have been translated from<br />
Spanish into English for use outside of Mexico. These consolidated financial statements are presented on the basis of Mexican Financial<br />
Reporting Standards (“MFRS”, individually referred to as Normas de Información Financiera or “NIFs”). Certain accounting practices applied<br />
by the Company that conform with MFRS may not conform with accounting principles generally accepted in the country of use.<br />
b. Split from Grupo Carso, S. A. B. de C. V. - As of December 31, 2010, Grupo Carso, S. A. B. de C. V. (“Grupo Carso”), split its mining sector net<br />
assets, resulting in the constitution of <strong>Minera</strong> <strong>Frisco</strong>, which is the direct and indirect owner, through its subsidiaries, of the mining concessions<br />
that until that date, were owned by Grupo Carso and its subsidiaries. The main activity of the Company is the exploration and exploitation of<br />
mining lands to produce and sale concentrated lead-silver, zinc and copper, copper cathodes and “dore” (gold and silver) bars.<br />
c. Corporate restructuring - At the beginning of the restructuring process the entities that currently are subsidiaries of <strong>Minera</strong> <strong>Frisco</strong>, used to<br />
be subsidiaries of Grupo Condumex, S. A. de C. V. (“Grupo Condumex”) which was a subsidiary of Grupo Carso. The restructuring process is<br />
detailed as follows:<br />
1. As of October 22, 2010, the board of Directors and stockholders approved the split of Maria. In such split process Maria did not ceased<br />
to exist and the entity called Inmuebles Riama, S. A. de C. V. (“Inmuebles Riama”) was created. As a consequence of the split, Maria<br />
transferred to Inmuebles Riama the ownership of a property that does not belong to the economic group led by <strong>Minera</strong> <strong>Frisco</strong>.<br />
2. Once approved the split of Maria, on October 22, 2010, the Board of Directors and Stockholders also approved the split of Grupo Condumex,<br />
without ceasing its existence, to create a new entity called <strong>Minera</strong> CX, S. A. de C. V. (“<strong>Minera</strong> CX”).<br />
3. As a result of the above split, Grupo Condumex transferred the ownership of its shares to <strong>Minera</strong> CX as follows:<br />
(i) 51.00% of capital stock of Tayahua<br />
(ii) 68.00% of capital stock of Compañía Internacional <strong>Minera</strong>. S.A. de C.V. (“Internacional <strong>Minera</strong>”);<br />
(iii) 99.99% of capital stock of Compañía San Felipe, S.A. de C.V. (“San Felipe”);<br />
(iv) 99.99% of capital stock of San Francisco del Oro<br />
(v) 99.99% of capital stock of Real de Angeles<br />
(vi) 98.00% of capital stock of Construcciones y Servicios <strong>Frisco</strong>, S.A. de C.V. (“Construcciones y Servicios <strong>Frisco</strong>”);<br />
(vii) 99.90% of capital stock of Servicios <strong>Minera</strong> Real de Angeles, S. A. de C. V. (“Servicios <strong>Minera</strong> Real de Angeles”); and<br />
(viii) 99.99% of capital stock of Maria<br />
4. On October 26, 2010, the Board of Directors and Stockholders of Inmuebles Cantabria, S. A. de C. V. (“Inmuebles Cantabria”) approved the<br />
split of such entity, without ceasing its existence, to create a new entity called <strong>Minera</strong> CRA, S. A. de C. V. (“<strong>Minera</strong> CRA”).<br />
5. As a result of the above split, Inmuebles Cantabria transferred to <strong>Minera</strong> CRA the ownership of its shares of <strong>Minera</strong> CX.<br />
6. On November 4, 2010 the board of Directors and stockholders of Grupo Carso approved, with the previous accomplishment of certain<br />
conditions, the split of Grupo Carso, without ceasing its existence, to create a new entity called <strong>Minera</strong> <strong>Frisco</strong>.<br />
7. As a result of the above split and once the conditions were accomplished, Grupo Carso transferred its shares of <strong>Minera</strong> CRA and <strong>Minera</strong><br />
CX to <strong>Minera</strong> <strong>Frisco</strong>. Such shares represent the total capital stock of <strong>Minera</strong> CRA and <strong>Minera</strong> CX.
8. The Company is a pure holding with indirect subsidiaries that are controlled by <strong>Minera</strong> CX. Such subsidiaries are engaged in the exploration<br />
and exploitation of mining lands for the production and sale of concentrates of lead-silver, zinc, copper, “dore” (gold and silver) and copper<br />
cathodes.<br />
9. The Company´s direct and indirect subsidiaries and its respective ownership as of December 31, 2011 and 2010 are:<br />
Ownership percentage<br />
Subsidiary 2011 2010 Activity<br />
<strong>Minera</strong> CRA, S. A de C.V. 99.99 99.99 Holding.<br />
<strong>Minera</strong> CX, S.A. de C.V. 99.57 99.57 Holding.<br />
<strong>Minera</strong> Tayahua, S.A. de C.V. 89.98 50.78 Production and sale of concentrates of<br />
lead – silver, zinc and copper.<br />
Compañía <strong>Minera</strong> Tayahua, S.A. de C.V. 89.98 50.78 Services.<br />
Compañía San Felipe, S.A. de C .V. 99.57 99.57 Rent of equipment and machinery.<br />
<strong>Minera</strong> San Francisco del Oro, S.A. de C.V. 99.57 99.57 Production and sale of concentrates of<br />
lead – silver, zinc and copper.<br />
<strong>Minera</strong> Real de Angeles, S.A. de C.V. 99.57 99.57 Production and sale of concentrates of<br />
lead – silver, zinc and “dore” (gold and silver).<br />
<strong>Minera</strong> Maria, S.A. de C.V. 99.57 99.57 Production and sale of copper cathodes.<br />
Construcciones y Servicios <strong>Frisco</strong>, S.A. de C.V. 99.57 99.57 Services.<br />
Compañía Internacional <strong>Minera</strong>, S.A. de C.V. 67.71 67.71 In exploration stage.<br />
Servicios <strong>Minera</strong> Real de Angeles, S.A. de C.V. 99.57 99.57 Personnel services.<br />
Compañía <strong>Minera</strong> San Francisco del Oro, S.A. de C.V. 99.57 – Services.<br />
Empresa <strong>Minera</strong> de San Francisco del Oro, S.A. de C.V. 99.57 – Services.<br />
d. Monetary unit of the financial statements - The financial statements and notes as of December 31, 2011 and 2010 and for the years then ended<br />
include balances and transactions denominated in Mexican pesos of different purchasing power.<br />
e. Consolidation of financial statements - The consolidated financial statements include the financial statements of <strong>Minera</strong> <strong>Frisco</strong> and those of<br />
its subsidiaries where it holds control, as of December 31, 2011 and 2010 and for the years then ended. The Balance Sheet and the Statement<br />
of Changes in Stockholders ‘Equity as of December 31, 2010 include consolidated balances which represent the balances of the Company and<br />
its subsidiaries as an integrated economic entity. As such, during its elaboration the balances and operations between the Company and its<br />
subsidiaries were eliminated. The Income Statement and the Statement of Cash Flows as of December 31, 2010 represent combined balances<br />
which correspond to the addition of the balances of the entities that were part of the mining sector of Grupo Carso. As such, the balances and<br />
transactions between related parties were eliminated.<br />
e. Comprehensive income (loss) - Represents changes in stockholders’ equity during the year, for concepts other than capital contributions,<br />
reductions and distributions, and is comprised of the net income (loss) of the year, plus other comprehensive income (loss) items of the same<br />
period, which are presented directly in stockholders’ equity without affecting the statements of income (loss). Other comprehensive income<br />
(loss) is represented by the loss of valuation of derivative financial instruments net of the respective deferred taxes.<br />
f. Classification of costs and expenses - Costs and expenses presented in the consolidated and combined statements of income were classified<br />
according to their function because this is the practice of the sector to which the Company belongs.<br />
g. Income from operations - Income from operations is the result of subtracting the exploration expenses, mining concessions rights and general<br />
expenses from net sales. While NIF B-3, Statement of Income, does not require inclusion of this line item in the consolidated Statements of<br />
Income, it has been included for a better understanding of the Company’s economic and financial performance.<br />
57
3. Summary of significant accounting policies<br />
The accompanying consolidated financial statements have been prepared in conformity with Mexican Financial Reporting Standards (MFRSs/NIFs),<br />
which require that management make certain estimates and use certain assumptions that affect the amounts reported in the financial statements and<br />
their related disclosures; however, actual results may differ from such estimates. The Company’s management, upon applying professional judgment,<br />
considers that estimates made and assumptions used were adequate under the circumstances. The significant accounting policies of the Company<br />
are as follows:<br />
a. Accounting changes<br />
Beginning January 1, 2011, the Company adopted the following new NIFs and Interpretations to the Financial Reporting Standards (INIFs):<br />
58<br />
NIF C-4, Inventories, eliminates the direct cost and last-in, first-out valuation methods. It establishes that any change in the purchase cost of<br />
inventories based on the lower of cost or market, be made only based on net realizable value. It also requires additional disclosures of inventory<br />
reduction and impairment losses. The effect of the change represented an increase in the value of inventories of $28,599 and a decrease in the<br />
retained earnings for the same amount. Such effect was recorded retroactively.<br />
NIF C-5, Prepaid Expenses, establishes that their basic feature is that they do not transfer to the Company the risks and rewards inherent in the<br />
goods and services to be acquired or received. It also requires that impairment be recognized when such payments lose their ability to generate<br />
such benefits and how they should be presented in the balance sheet, as current or long-term assets. The change represented an increase in the<br />
balance of prepaid expenses for $656,374, a decrease in inventory for $17,722 and a decrease in the property, plant and equipment for $638,652,<br />
as of December 31, 2010.<br />
Improvements to Mexican Financial Reporting Standards 2011. - The main improvements that generate accounting changes are as follows:<br />
NIF B-1, Accounting Changes and Correction of Errors, requires that, if an accounting change is made or an error is corrected, a retroactively<br />
adjusted balance sheet be presented as of the start of the earliest period for which financial information is compared to that of the current<br />
period.<br />
Improvements generating accounting changes in Bulletin C-10, Derivative Financial Instruments and Hedging Transactions (“C-10”)<br />
Hedging with options<br />
Due to their nature, options are used to hedge changes in the cash flows or fair value of a hedged item above or below its specific strike price,<br />
which means that the risk is located on one side, due to upward or downward changes, as applicable. It is clarified that the effective portion<br />
of these hedges, subject to recognition in comprehensive income (loss), is represented only by the intrinsic value of the option, maintaining<br />
the criterion to recognize in current earnings any fluctuation in valuation of the excluded portion of the hedging instrument at the time<br />
effectiveness is measured (time value of money or extrinsic value). Under this criterion, the practice of recording fluctuations in overall<br />
valuation in other comprehensive income (loss) (change with retroactive application) is unjustified.<br />
Forecasted intragroup transactions<br />
There is a limitation to hedging among entities belonging to the same group, since these transactions are eliminated in the consolidation<br />
of their financial statements. Hedge accounting may be applied in the separate financial statements of the entity hedging the risk. As an<br />
exception, in consolidated financial statements, the hedging of a transaction is allowed if it is carried out between related parties with<br />
different functional currencies and if the exchange rate risk has an impact on the consolidated financial statements.<br />
Hedging the fair value of a portfolio portion<br />
Bulletin C-10 states that for fair value hedges (where both the derivative and the hedged item are valued), the effect of valuing the primary<br />
position attributable to the hedged risk should be adjusted to the book value of such position.<br />
It also states that if a portfolio of financial assets or liabilities is partially hedged, the effect of the valuation of the hedged interest rate<br />
risk should be presented in an auxiliary account of the primary position as a separate line item, making the effects of partial hedging more<br />
transparent.<br />
Margin accounts<br />
Improvements require that margin accounts be presented as a line item separate from that of derivative financial instruments in order to not<br />
affect the fair value included in the balance sheet. Previously, margin accounts were presented under derivative financial instruments.
Inability to establish a hedging relationship for a portion of the life of the hedging instrument<br />
A portion of the overall amount of a hedging instrument may be designated in a hedging relationship. However, a hedging relationship may<br />
not be designated only for a portion of the period in which the instrument intended to be used as hedge is in effect.<br />
Improvements not generating accounting changes in Bulletins C-2, Financial Instruments and C-10, Derivative Financial Instruments and<br />
Hedging Transactions<br />
Bulletin C-2, Financial Instruments, eliminates net presentation of effects of derivatives and their hedged items.<br />
Bulletin C-10, Derivative Financial Instruments and Hedging Transactions, explains that when only a portion of a position subject to risk is<br />
hedged, any effects of unhedged risks of the primary position should be recognized in accordance with the valuation method related to such<br />
primary position.<br />
b. Reclassifications - Certain amounts in the financial statements as of and for the year ended December 31, 2010 have been reclassified to conform<br />
to the presentation of the 2011 financial statements.<br />
c. Recognition of the effects of inflation - Since the cumulative inflation for the three fiscal years prior to those ended December 31, 2011 and<br />
2010 was 15.19% and 14.48%, respectively, the economic environment may be considered non-inflationary in both years and, consequently, no<br />
inflationary effects are recognized in the accompanying consolidated financial statements. Inflation rates for the years ended December 31, 2011<br />
and 2010 were 3.82% and 4.40%, respectively.<br />
Beginning on January 1, 2008, the Company discontinued recognition of the effects of inflation in its financial statements. However, non-monetary<br />
assets and liabilities and stockholders’ equity include the restatement effects recognized through December 31, 2007.<br />
d. Cash and cash equivalents - Consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible<br />
into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal<br />
value and cash equivalents are valued at fair value; any fluctuations in value are recognized in comprehensive financing (cost) income of the<br />
period. Cash equivalents are represented mainly by investment funds and money market funds<br />
e. Restricted cash - Represents deposits in bank accounts which availability is restricted in conformity with the terms of some derivative financial<br />
instruments agreements.<br />
f. Investments in securities - According to its intent, from the date of acquisition the Company classifies investments in debt and equity securities in<br />
one of the following categories: (1) trading, when the Company intends to trade debt and equity instruments in the short-term, prior to maturity,<br />
if any, and are stated at fair value. Any value fluctuations are recognized within current earnings. (2) held-to-maturity, when they represent debt<br />
instruments and the Company intends to, and is financially capable of, holding such investments until maturity. These investments are recognized<br />
and maintained at amortized cost; and (3) available-for-sale. These investments include those that are classified neither as trading nor held-tomaturity.<br />
These investments are stated at fair value; any unrealized gains or losses, net of income taxes and statutory employee profit sharing,<br />
are recorded as a component of comprehensive income (loss) within stockholders’ equity, and reclassified to current earnings upon their sale. Fair<br />
value is determined using prices quoted on recognized markets. If such securities are not traded, fair value is determined by applying recognized<br />
technical valuation models.<br />
Investments in securities classified as held-to-maturity and available-for-sale are subject to impairment tests. If there is evidence that the reduction<br />
in fair value is other than temporary, impairment is recognized in current earnings.<br />
g. Derivative financial instruments - The derivative financial instruments with speculation purposes or hedge against metal price fluctuations<br />
purposes are recognized as assets or liabilities in the balance sheet at fair value, regardless of the purpose for which they are held. Fair value is<br />
determined based on recognized market prices and when not traded on a market, it is determined based on valuation techniques accepted in the<br />
financial sector.<br />
Trading in derivative instruments is carried out only with institutions of recognized financial strength and limits for each institution have been<br />
established. The Company’s policy is not to carry out transactions with derivative financial instruments for the purpose of speculation.<br />
When derivatives are entered into to hedge risks, and such derivatives meet all hedging requirements, their designation is documented at the<br />
beginning of the hedging transaction, describing the transaction’s objective, characteristics, accounting treatment and how the effectiveness of<br />
the instrument will be measured.<br />
Changes in the fair value of derivative instruments designated as hedges are recognized as follows: (1) for fair value hedges, changes in both the<br />
derivative instrument and the hedged item are stated at fair value and recognized in current earnings; (2) for cash flow hedges, changes in the<br />
effective portion are temporarily recognized as a component of other comprehensive income (loss) in stockholders’ equity and then reclassified<br />
to current earnings when affected by the hedged item. The ineffective portion of the change in fair value is immediately recognized in current<br />
earnings; (3) for hedges of an investment in a foreign subsidiary, the effective portion is recognized as a component of other comprehensive<br />
income (loss) as part of the cumulative translation adjustment. The ineffective portion of the gain or loss on the hedging instrument is recognized<br />
in current earnings, if it is a derivative financial instrument. Otherwise, it is recognized as a component of other comprehensive income (loss) until<br />
the investment is sold or transferred.<br />
The Company discontinues hedge accounting when the derivative instrument matures, is sold, cancelled or exercised; when the derivative<br />
instrument does not reach a high percentage of effectiveness to compensate for changes in fair value or cash flows of the hedged item, or when<br />
the Company decides to cancel its designation as a hedge.<br />
59
60<br />
For cash flow hedges, upon discontinuing hedge accounting, the amounts recorded in stockholders’ equity as a component of other comprehensive<br />
income (loss) remain there until the time when the effects of the forecasted transaction or firm commitment affect current earnings. If it is not<br />
likely that the firm commitment or forecasted transaction will occur, the gains or losses accumulated in other comprehensive income (loss) are<br />
immediately recognized in current earnings. When the hedge of a forecasted transaction has proven satisfactory, but subsequently the hedge<br />
fails the effectiveness test, the cumulative effects recorded within other comprehensive income (loss) in stockholders’ equity are proportionately<br />
recorded in current earnings, to the extent that the forecasted asset or liability affects current earnings.<br />
While certain derivative financial instruments are contracted for hedging from an economic point of view, they are not designated as hedges<br />
because they do not meet all of the requirements and are instead classified as held-for-trading for accounting purposes. Changes in fair value are<br />
recognized as a component of other comprehensive income (loss).<br />
h. Inventories - Inventories are stated at the lower of cost or realizable value, using the first-in, first-out method.<br />
i. Property, plant and equipment - Are recorded at acquisition cost. Balances from acquisitions made through December 31, 2007 were restated for<br />
the effects of inflation by applying factors derived from the National Consumer Price Index (NCPI) through that date. Depreciation is calculated<br />
using the straight-line method based on the remaining useful lives of the related assets, as follows:<br />
Machinery and equipment<br />
%<br />
4 to 20<br />
Buildings 4 and 10<br />
Computers 33<br />
Vehicles 20<br />
Office furniture and equipment 10<br />
Major maintenance that increases the remaining useful lives are amortized during the remaining useful life of the respective asset. The regular<br />
maintaining expenses are recorded within the results of the period.<br />
Comprehensive financing cost incurred during the period of construction and installation of qualifying property, plant and equipment was capitalized.<br />
j. Impairment of long-lived assets in use - The Company reviews the carrying amounts of long-lived assets in use when an impairment indicator<br />
suggests that such amounts might not be recoverable, considering the greater of the present value of future net cash flows or the net sales price<br />
upon disposal. Impairment is recorded when the carrying amounts exceed the greater of the aforementioned amounts. Impairment indicators<br />
considered for these purposes are, among others, operating losses or negative cash flows in the period if they are combined with a history or<br />
projection of losses, depreciation and amortization charged to results, which in percentage terms in relation to revenues are substantially higher<br />
than that of previous years, obsolescence, reduction in the demand for the products manufactured, competition and other legal and economic<br />
factors. The company recognized impairment in the value of long-lived assets for $37,727 and $3,870 in 2011 and 2010, respectively.<br />
k. Financial risk management policy - The activities carried out by the Company expose it to a number of financial risks, including market risk (which<br />
encompasses foreign exchange, interest rate and price risks – such as investment in share certificates and commodity prices futures), credit risk<br />
and liquidity risks. The Company seeks to minimize the potential negative effects of these risks on its financial performance through an overall risk<br />
management program. The Company uses derivative and non-derivative financial instruments to hedge against some exposures to financial risks<br />
embedded in the balance sheet (recognized assets and liabilities) and off-balance sheet risks (firm commitments and highly probable forecasted<br />
transactions). Both, financial risk management and the use of derivative and non-derivative financial instruments are ruled by Company policies<br />
approved by the Board of Directors and are carried out by the Company’s treasury. The Company identifies, assesses and hedges financial risks in<br />
collaboration with its subsidiaries. The Board of Directors has approved written policies of a general nature with respect to the management of<br />
financial risks, as well as policies and limits associated to other specific risks; guidelines for permissible losses, when the use of certain derivative<br />
financial instruments is approved, or when such instruments can be designated as hedges, or when they do not qualify for hedge accounting, but<br />
rather for trading.<br />
l. Other assets - Intangibles and deferred costs are recognized in the balance sheet when they can be identified, provide future economic benefits<br />
and the Company can control such benefits. Intangibles and deferred costs are systematically amortized based on the best estimate of their useful<br />
life which is determined in accordance to the expectation of future economic benefits. The value of these assets is subject of an annual impairment<br />
evaluation.<br />
Other assets include: i) Investments in mining concessions, which are amortized using the straight-line method on the remaining useful lives which<br />
are determined based on the mine useful life, ii) costs incurred in mountaintop removal and costs incurred in preparation of leaching layers. Such<br />
costs provide future long-term economic benefits and are amortized using the straight-line method over their estimated useful lives. The value of<br />
other assets is subject to impairment tests.<br />
m. Provisions - Provisions are recognized for current obligations that arise from a past event, that will probably result in the use of economic<br />
resources, and that can be reasonably estimated.<br />
n. Direct employee benefits - Direct employee benefits are calculated based on the services rendered by employees, considering their most recent<br />
salaries. The liability is recognized as it accrues. These benefits include mainly statutory employee profit sharing payable, compensated absences,<br />
such as vacation and vacation premiums, and incentives.<br />
o. Employee benefits from termination, retirement and other - Liabilities from seniority premiums, pension plans and severance payments are<br />
recognized as they accrue and are calculated by independent actuaries based on the projected unit credit method using nominal interest rates.
p. Provisions of environment remediation - The Company policy is to develop environment control plans and projects to accomplish with regulations<br />
about remediation of environment at the end of the exploitation of mining concessions.<br />
Costs incurred during the period to remediate the environment are applied against the related provision. Current obligations of such provision<br />
are debited to the period expenses. If such obligations correspond to the retirement of property, plant and equipment are amortized based on the<br />
useful lives of such assets.<br />
During 2010, the Company incurred in remediation costs for $2,094 that were applied against the provision for the remediation of environment.<br />
In 2011 the Company did not incurred in any costs related to remediation.<br />
q. Statutory employee profit sharing (PTU) - PTU is recorded in the results of the year in which it is incurred and presented under other income and<br />
expenses in the accompanying consolidated statements of income. Deferred PTU is derived from temporary differences that result from comparing<br />
the accounting and tax bases of assets and liabilities and is recognized only when it can be reasonably assumed that a liability may be settled or<br />
a benefit is generated, and there is no indication that circumstances will change in such a way that the liabilities will not be paid or benefits will<br />
not be realized.<br />
r. Income taxes - Income tax (“ISR”) and the Business Flat Tax (“IETU”) are recorded in the results of the year they are incurred. To recognize<br />
deferred income taxes, based on its financial projections, the Company determines whether it expects to incur ISR or IETU and, accordingly,<br />
recognizes deferred taxes based on the tax it expects to pay. Deferred taxes are calculated by applying the corresponding tax rate to temporary<br />
differences resulting from comparing the accounting and tax bases of assets and liabilities and including, if any, future benefits from tax loss carry<br />
forwards and certain tax credit. Deferred tax assets are recorded only when there is a high probability of recovery.<br />
s. Foreign currency transactions - Foreign currency transactions are recorded at the applicable exchange rate in effect at the transaction date.<br />
Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the applicable exchange rate in effect at<br />
the balance sheet date. Exchange fluctuations are recorded as a component of net comprehensive financing cost (income) in the consolidated<br />
statements of income (loss).<br />
t. Revenue recognition - Revenues for sales of concentrates of lead, silver, zinc, copper, molybdenum and cathodes of copper are recognized in the<br />
period in which the risks and rewards of ownership of the inventories are transferred to customers, which generally coincides when the inventories<br />
are delivered or shipped to customers and the customer assumes responsibility for them.<br />
u. Projects exploration expenses - Such expenses are recognized in the results of the period in which they are incurred.<br />
v. Earnings per share - Basic earnings per common share are calculated by dividing consolidated net income of controlling interest by the weighted<br />
average number of common shares outstanding during the year.<br />
4. Cash and cash equivalents<br />
2011 2010<br />
Cash and bank deposits $ 17,503 $ 1,730,770<br />
Cash equivalents 2,716,680 1,597,652<br />
Investments in Grupo Condumex, S.A. de C.V., related party – 56,738<br />
Restricted cash 2,127,173 2,954,871<br />
$ 4,861,356 $ 6,340,031<br />
5. Accounts receivable<br />
2011 2010<br />
Trade $ 747,294 $ 687,049<br />
Recoverable taxes, mainly Value-added Tax 799,885 660,018<br />
Sundry debtors 98,682 30,576<br />
$ 1,645,861 $ 1,377,643<br />
6. Inventories<br />
2011 2010<br />
Materials, supplies and spare parts $ 1,076,812 $ 796,680<br />
Concentrates and “dore” 102,307 25,502<br />
1,179,119 822,182<br />
Allowance for slow movement inventory (17,538) (17,330)<br />
1,161,581 804,852<br />
Inventory in transit – 473,390<br />
$ 1,161,581 $ 1,278,242<br />
61
7. Property, plant and equipment<br />
62<br />
Balances as of<br />
December 31, 2010 Additions Reclassifications<br />
Investment:<br />
Land $ 139,122 $ – $ –<br />
Buildings 1,714,304 – –<br />
Machinery and equipment 6,086,793 – –<br />
Office furniture and equipment 29,758 – –<br />
Vehicles 96,494 – –<br />
Computers 39,229 – –<br />
Spare parts – – 22,868<br />
Projects in process 1,899,124 7,984,478 (180,248)<br />
Site restoration 175,921 – –<br />
Total investment 10,180,745 7,984,478 (157,380)<br />
Depreciation:<br />
Buildings (1,105,984) (63,145) –<br />
Machinery and equipment (3,853,047) (306,199) –<br />
Office furniture and equipment (22,123) (2,221) –<br />
Vehicles (52,673) (10,652) –<br />
Computers (31,278) (1,252) –<br />
Site restoration (36,412) (7,881) –<br />
Total accumulated depreciation (5,101,517) (391,350) –<br />
Net investment $ 5,079,228 $ 7,593,128 $ (157,380)<br />
Balances as of<br />
January 1, 2010 Additions Reclassifications<br />
Investment:<br />
Land $ 126,295 $ $<br />
Buildings 1,663,593 – –<br />
Machinery and equipment 5,521,736 – –<br />
Office furniture and equipment 27,632 – –<br />
Vehicles 75,983 – –<br />
Computers 35,893 – –<br />
Spare parts 406,727 2,971,967 (638,652)<br />
Projects in process 60,607 115,314 –<br />
Site restoration 7,918,466 3,087,281 (638,652)<br />
Total investment<br />
Depreciation:<br />
Buildings (1,068,217) (37,376) –<br />
Machinery and equipment (3,718,089) (249,409) –<br />
Office furniture and equipment (21,432) (706) –<br />
Vehicles (46,931) (7,291) –<br />
Computers (27,695) (3,118) –<br />
Site restoration (28,531) (7,881) –<br />
Total accumulated depreciation (4,910,895) (305,781) –<br />
Net investment $ 3,007,571 $ 2,781,500 $ (638,652)
Effect of<br />
adjustment in Balances as of<br />
Transfers Disposals Impairment effect useful-lives December 31, 2011<br />
$ 2,647 $ $ – $ – $ 141,769<br />
162,818 – – – 1,877,122<br />
1,554,238 (61,659) – – 7,579,372<br />
2,767 – – – 32,525<br />
35,299 (1,979) – – 129,814<br />
4,009 (24) – – 43,214<br />
– – – – 22,868<br />
(1,761,778) – – – 7,941,576<br />
– (6,923) – – 168,998<br />
– (70,585) – – 17,937,258<br />
– – (861) 3,014 (1,166,976)<br />
– 16,994 (36,828) 12,075 (4,167,005)<br />
– – – 1,264 (23,080)<br />
– 634 (38) (2,517) (65,246)<br />
– 24 – (1,990) (34,496)<br />
– – – – (44,293)<br />
– 17,652 (37,727) 11,846 (5,501,096)<br />
$ – $ (52,933) $ (37,727) $ 11,846 $ 12,436,162<br />
Effect of<br />
adjustment in Balances as of<br />
Transfers Disposals Impairment effect useful-lives December 31, 2010<br />
$ 29,145 $ (16,318) $ $ $ 139,122<br />
91,236 (40,525) – – 1,714,304<br />
690,567 (125,510) – – 6,086,793<br />
2,142 (16) – – 29,758<br />
24,492 (3,981) – – 96,494<br />
3,336 – – – 39,229<br />
(840,918) – – – 1,899,124<br />
– – – – 175,921<br />
– (186,350) – – 10,180,745<br />
– 1,515 (1,906) – (1,105,984)<br />
– 115,937 (1,486) – (3,853,047)<br />
– 15 – – (22,123)<br />
– 1,560 (11) – (52,673)<br />
– – (465) – (31,278)<br />
– – – – (36,412)<br />
– 119,027 (3,868) – (5,101,517)<br />
$ $ (67,323) $ (3,868) $ $ 5,079,228<br />
63
8. Other assets<br />
64<br />
2011 2010<br />
Derivative financial instruments $ 1,262,931 $ 1,528,622<br />
Mining concession, Net 331,866 309,331<br />
Deferred costs, Net 363,725 261,579<br />
$ 1,958,522 $ 2,099,532<br />
9. Derivative financial instruments<br />
The objectives of entered into derivative financial instruments agreements are: (i) To reduce exposure to the risk metal prices fluctuations or (ii)<br />
expectation of a good economic performance due to the behavior of the underlying asset. The decision of enter into a financial instrument agreement<br />
depends on the market conditions, the expectation of such financial instrument to a given date and the international and national economic context<br />
of the economic indicators that have influence in the Company´s activities. Company´s operations with derivative financial instruments are held<br />
mainly with hedging purposes.<br />
As of December 31, 2011 the Company has the following derivative financial instruments operations<br />
Notional<br />
Fair value as of December 31,<br />
2011<br />
Amount Maturity Asset Comprehensive<br />
(Income)<br />
loss in<br />
Instrument Type (´000) Unit date (liability) (income) loss liquidation<br />
Forward dollar Negotiation Purchase 60,000 Dollars During 2011 $ – $ – $ 5,409<br />
Forward dollar Negotiation Sale 2,191,000 Dollars During 2011 – – 1,060,808<br />
Forward dollar<br />
Total as of<br />
Negotiation Sale 1,315,500 Dollars February 2012 (221,570) 221,570 –<br />
December 31, 2011 $ (221,570) $ 221,570 $ 1,066,217<br />
Open and closed operations with forwards and swaps of metal prices with hedging purposes, as of December 31, 2011 are:<br />
Valuation at December 31,<br />
(Income)<br />
loss in<br />
Notional 2011<br />
Comprehensive<br />
liquidation<br />
Asset (income)<br />
Instrument Amount Unit Maturity date (Liability) loss Sales<br />
Silver forwards (1) 10,840 Thousands of ounces July and December 2013 $ 146,468 $ 519,547 $ –<br />
Silver collars (put) (call) 56,080 Thousands of ounces January 2012 to<br />
December 2013 1,374,398 (859,389) –<br />
Silver forwards 21,520 Thousands of ounces During 2011 – – 424,023<br />
Gold forwards and swaps (1) 652 Thousands of ounces January 2012 to<br />
December 2013 (1,327,220) 2,952,835 –<br />
Gold collars (put) (call) 756 Thousands of ounces January 2011 to<br />
December 2014 (606,100) 424,271 –<br />
Gold forwards and swaps 299 Thousands of ounces During 2011 – – 1,062,911<br />
Copper forwards and swaps 49,306 Tons During 2011 – – 251,850<br />
Copper forwards and swaps Tons Anticipated maturity (14,387) – –<br />
Lead swaps 57,700 Tons During 2011 – – 29,019<br />
Lead forwards and swaps Tons Anticipated maturity (38,398) – –<br />
Zinc swaps 180,100 Tons During 2011 – – (27,227)<br />
Zinc swaps 81,504 Tons Anticipated maturity 21,013 – –<br />
Total as of December 31, 2011 $ (444,226) $ 3,037,264 $ 1,740,576<br />
(1) Rolling Hedge Strategy<br />
As of December 31, 2011, the fair value of the silver forwards for $(400,330) is presented, within the Balance Sheet, net of the cash and cash<br />
equivalents balance, due to there were margin calls to guarantee the instruments.<br />
As of December 31, 2011, the fair value of the gold forwards and swaps for $(1,458,843) is presented, within the Balance Sheet, net of the cash and<br />
cash equivalents balance, due to there were margin calls to guarantee the instruments.<br />
As of December 31, 2011, there were anticipated liquidations resulting in an ineffectiveness effect which generated a loss of $2,332,968 presented<br />
in the comprehensive financing cost.
Open and closed operations with forwards and swaps of metal prices with hedging purposes, as of December 31, 2010 are:<br />
(Income)<br />
Valuation at December 31, loss in<br />
Notional 2010 liquidation<br />
Comprehensive<br />
Asset (income)<br />
Instrument Amount Unit Maturity date (Liability) loss Sales<br />
Silver forwards 24,841 Thousands of ounces January 2011 to<br />
December 2013 $ – $ 2,515,185 $ –<br />
Silver collars (put) 45,280 Thousands of ounces April 2011 to<br />
December 2013 1,026,619 (647,397) –<br />
Silver collars (call) 45,280 Thousands of ounces April 2011 to<br />
December 2013 (1,852,424) 1,163,306 –<br />
Silver forwards (1) 4,705 Thousands of ounces During 2010 – 334,550 214,286<br />
Gold forwards and swaps 915 Thousands of ounces January 2011 to<br />
December 2013 (1,004,386) 2,015,355 –<br />
Gold collars (put) 480 Thousands of ounces January 2011 to<br />
December 2013 538,329 (381,067) –<br />
Gold collars (call) 480 Thousands of ounces January 2011 to<br />
December 2013 (710,514) 502,648 –<br />
Gold forwards and swaps (1) 144 Thousands of ounces During 2010 – 598,027 243,123<br />
Copper forwards and swaps (1) 41,815 Tons January 2011 to<br />
December 2012 (558,976) 692,335 –<br />
Copper forwards and swaps 16,424 Tons During 2010 – – 92,888<br />
Lead swaps 38,262 Tons January 2011 to<br />
December 2012 (100,236) 63,500 –<br />
Lead swaps 19,520 Tons During 2010 – – (38,984)<br />
Zinc swaps 136,448 Tons January 2011 to<br />
December 2012 (37,312) 53,859 –<br />
Zinc swaps 81,504 Tons During 2010 – – (67,326)<br />
Total as of December, 31 2010 $ (2,698,900) $ 6,910,301 $ 443,987<br />
(1) Rolling Hedge Strategy<br />
As of December 31, 2010 the fair value of the silver forwards for $(3,836,953) is presented, within the Balance Sheet, net of the cash and cash<br />
equivalents balance, due to there were margin calls to guarantee the instruments.<br />
As of December 31, 2010 the fair value of the gold and copper forwards and swaps for $(1,863,136) and $(588,984), respectively is presented, within<br />
the Balance Sheet, net of the cash and cash equivalents balance, due to there were margin calls to guarantee the instruments.<br />
As of December 31, 2010, the evaluation of collars transactions do not resulted in ineffectiveness. In the rest of the transactions the ineffectiveness<br />
effect was a loss of $185,703 presented within the comprehensive financing cost.<br />
Open and closed operations with forwards of metal prices available for sale, as of December 31, 2010 are:<br />
Valuation at<br />
(Income)<br />
loss in<br />
December 31, 2010 liquidation<br />
Comprehensive Comprehensive<br />
Assets financing financing<br />
(Liabilities) cost cost<br />
Gold forwards 23 Thousands of ounces During 2010 $ – $ $ 51,327<br />
Copper forwards 3,742 Tons During 2010 – – (6,257)<br />
Total as of December 31, 2010 $ – $ – $ 45,070<br />
65
10. Employee benefits<br />
a. The company has plans to make payments for retirement and dead or disability to the employees not enrolled in the union. This plan also provides<br />
seniority premium benefits to all employees, which consist of a lump sum payment of 12 days’ wage for each year worked, calculated using the<br />
most recent salary, not to exceed twice the minimum wage established by law. The related liability and annual cost of such benefits are calculated<br />
by an independent actuary on the basis of formulas defined in the plans using the projected unit credit method.<br />
b. Present value of these obligations are:<br />
2011 2010<br />
Defined benefit obligation (unfunded) $ (19,153) $ (16,701)<br />
Actuarial gains and losses 1,284 1,491<br />
Net projected liability $ (17,869) $ (15,210)<br />
c. Nominal rates used in actuarial calculations are as follows:<br />
2011 2010<br />
% %<br />
Discount of the projected benefit obligation at present value 7.00 7.00<br />
Salary increase to employees not enrolled in the union 5.57 5.57<br />
Salary increase to employees enrolled in the union 5.05 5.05<br />
d. Net cost for the period includes the following items:<br />
2011 2010<br />
Service cost $ 2,982 $ 3,378<br />
Financing cost 1,077 1,461<br />
Amortization of transition liability 39 2,070<br />
Prior service costs 449 1,359<br />
Net actuarial gains<br />
Effect of anticipated reduction of obligations<br />
(1,286) (7,340)<br />
other than a restructuring or discontinued operation) – (443)<br />
Net cost for the period $ 3,261 $ 485<br />
e. Under Mexican legislation, the Company must make payments equivalent to 2% of its workers’ daily integrated salary (ceiling) to a defined<br />
contribution plan that is part of the retirement savings system. The expense in 2011 was $10,293 and $6,663 in 2010.<br />
11. Provision for environment remediation<br />
Beginning<br />
2011<br />
Provision Ending<br />
balance Additions used Reversals balance<br />
Provision $ 207,969 $ 24,604 $ – $ (17,501) $ 215,072<br />
Beginning<br />
2010<br />
Provision Ending<br />
balance Additions used Reversals balance<br />
Provision $ 151,562 $ 60,013 $ (2,094) $ (1,512) $ 207,969<br />
The Company policy is to develop environment control plans and projects to accomplish with regulations about remediation of environment at the<br />
end of the exploitation of mining concessions.<br />
12. Stockholders´ equity<br />
a. Common stock at par value (historical pesos) as of December 31, is as follows:<br />
Number of shares Amount<br />
2011 2010 2011 2010<br />
Fixed capital<br />
Series A 2,545,382 2,302,750 $ 74,362 $ 67,274<br />
Common stock consists of nominative shares Series A -1 with no-par value.<br />
66
. As mentioned in Note 2, as of December 31, 2010 Grupo Carso split and <strong>Minera</strong> <strong>Frisco</strong> was created. The following equity was transferred as result<br />
of such split:<br />
Concept Amount<br />
Capital stock $ 67,274<br />
Retained earnings 6,821,752<br />
Loss of valuation of derivative financial instruments (6,498,987)<br />
Controlling interest $ 390,039<br />
c. Pursuant to a resolution of the general extraordinary stockholders’ meeting on April 29, 2011, fixed common stock was increased by $7,304<br />
through the emission of 250 million of series A-1 shares of which 242,632,864 shares were subscribed and paid with a price of $47 pesos each<br />
share. The amount of $0.0292145041 pesos for each share which represents a total of $7,088 was recorded as capital stock and the remaining<br />
$11,396,656, was recorded as additional paid-in capital.<br />
d. Pursuant to a resolution of the general ordinary stockholders’ meeting on April 29, 2011, the Company acquired 39.2% of the shares of Tayahua<br />
on May 27, 2011. As such, the Company increased its controlling interest in $5,627,921 which represents the 89.98% of the equity of Tayahua.<br />
e. Pursuant to a resolution of the general ordinary stockholders’ meeting of Tayahua on April 6, 2011, payment of dividends in cash, for $150,000<br />
was approved against the Net Tax Income Account (CUFIN), equivalent to $290.5918 pesos per share. The dividend portion that corresponds to<br />
the noncontrolling interest is $73,500.<br />
f. Controlling interest of equity as of January 1, 2010 corresponds to the addition of the equity of all the indirect subsidiaries of the mining sector<br />
of Grupo Carso at such date.<br />
g. As of December 31, 2010, Maria split without ceasing its existence and a new entity called Inmuebles Riama was created. Maria transferred part<br />
of its assets and equity and as a consequence the variable part of the capital stock decreased in $43,004 at nominal value ($81,041 with inflation<br />
effect). No shares were canceled in this transaction.<br />
h. Pursuant to a resolution of the general ordinary stockholders’ meeting on December 27, 2010, variable common stock of San Francisco del Oro<br />
was increased by $500,000 through the emission of 46,969,838 Series “A” shares and 1,957,075 Series “B” shares. All of them are ordinary shares<br />
without par value and paid with a subscription price of $10.219325 each share.<br />
i. Pursuant to a resolution of the general ordinary stockholders’ meeting on December 27, 2010, variable common stock of Real de Angeles was<br />
increased by $2,000,000 through the emission of 40,105,659 Series “A” shares and 38,532,889 Series “B” shares. All of them are ordinary shares<br />
without par value and paid with a subscription price of $25.4328196 each share.<br />
j. Pursuant to a resolution of the general ordinary stockholders’ meeting of Tayahua on June 4, 2010, payment of dividends in cash, for $150,000<br />
was approved against the Net Tax Income Account (CUFIN), equivalent to $290.5918 pesos per share. Additionally, variable common stock was<br />
increased by $1 through the emission of 1000 shares. All of them are ordinary shares without par value and paid with a subscription price of $1<br />
peso each share. Additionally, a subscription premium for 30 million dollars was paid to Grupo Condumex which represents $385,875 Mexican<br />
pesos.<br />
k. Retained earnings include the statutory legal reserve. The General Corporate Law requires that at least 5% of net income of the year be transferred<br />
to the legal reserve until the reserve equals 20% of capital stock at par value (historical pesos). The legal reserve may be capitalized but may not<br />
be distributed unless the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason.<br />
l. Stockholders’ equity, except for restated paid-in capital and tax retained earnings will be subject to ISR payable by the Company at the rate in<br />
effect upon distribution. Any tax paid on such distribution may be credited against annual and estimated ISR of the year in which the tax on<br />
dividends is paid and the following two fiscal years.<br />
m. The balances of the stockholders’ equity tax accounts as of December 31; 2011, are:<br />
Contributed capital account $ 11,851,600<br />
Net tax income account (CUFIN) 347,584<br />
Total $ 12,199,184<br />
13. Foreign currency balances and transactions<br />
a. As of December 31, the foreign currency monetary position is as follows:<br />
2011 2010<br />
Thousands of U. S. dollars:<br />
Monetary assets 307,697 499,536<br />
Current monetary liabilities (30,223) (76,142)<br />
Noncurrent monetary liabilities – (366,857)<br />
Net monetary asset position 277,474 56,537<br />
Equivalent in Mexican pesos $ 3,878,725 $ 698,633<br />
67
. Transactions denominated in foreign currency were as follows:<br />
68<br />
(Thousands of U. S. dollars)<br />
2011 2010<br />
Export sales 116,462 182,434<br />
Domestic sales 572,477 382,335<br />
Import purchases 249,800 105,060<br />
Loss in financial instruments 214,200 563<br />
Other expenses – 689<br />
Net financing expenses 467 3,630<br />
Concentrates, copper cathodes and “dore” produced by the Company are sold in U. S. dollars based on metal prices in international markets.<br />
c. Mexican peso exchange rates in effect at the dates of the consolidated balance sheets and at the date of issuance of these financial statements<br />
were as follows:<br />
December 31, March 6,<br />
2011 2010 2012<br />
U. S. dollar 13.9787 $ 12.3571 $ 12.7723<br />
14. Transactions and balances with related parties<br />
a. Transactions with related parties, carried out in the ordinary course of business were as follows:<br />
2011 2010<br />
Income:<br />
Sales $ 1,258,133 $ 846,575<br />
Services<br />
Expenses:<br />
11,582 10,017<br />
Operating services (1) 1,418,409 157,876<br />
Exploration services 136,703 94,297<br />
Administrative services 128,616 177,813<br />
Insurance 89,635 54,358<br />
Other income – Net 21,590 4,044<br />
Interest expense – Net 360,937 349,440<br />
Purchases for investment projects (2) 4,027,815 1,619,846<br />
(1) Correspond, mainly, to the rent of machinery, spare parts, tools, equipment and shipping expenses.<br />
(2) Correspond, mainly, to machinery and equipment, spare parts, commissions and shipping expenses.<br />
b. Balances with related parties are as follows:<br />
2011 2010<br />
Due from related parties:<br />
Cobre de México, S.A. de C.V. $ 513,095 $ 193,636<br />
Condumex, Inc. 94,789 –<br />
Servicios Condumex, S.A. de C.V. 3,140 72,332<br />
Other 980 90<br />
$ 612,004 $ 266,058<br />
Due to related parties:<br />
Grupo Condumex, S.A. de C.V. $ – $ 112,097<br />
Logtec, S.A. de C.V. 16,046 2,198<br />
Conductores Mexicanos Eléctricos y de Telecomunicaciones, S.A. de C.V. 4,208 2,056<br />
Sinergia Soluciones Integrales para la Construcción, S.A. de C.V. 91,758 17,025<br />
Carso Infraestructura y Construcción, S.A.B. de C.V. 2,544 –<br />
Condumex, Inc. – 401,090<br />
Selmec Equipos Industriales, S.A. de C.V. 2,294 5,850<br />
Operadora Cicsa, S.A. de C.V. 48,138 2,967<br />
Microm, S.A. de C.V. 3,056 1,543<br />
Other 2,346 1,087<br />
$ 170,390 $ 545,913<br />
Debt:<br />
Grupo Condumex, S.A. de C.V. (3) $ – $ 12,616,045<br />
Less – current portion – (116,715)<br />
$ – $ 12,499,330<br />
(3) As of December 31, 2010, the Company has short term revolving credits for $116,715 and long term credits for $11,943,260 and 45 million U. S. dollars which<br />
represent $556,070 Mexican pesos with an annual interest rate of 7%, 7.14% and 3%, respectively.
15. Marketable notes<br />
As of December 31, 2011, the Company issued marketable notes that were approved by the National Banking and Securities Commission (“CNBV”)<br />
on May, 31, 2011. Such issuance has the following characteristics:<br />
Amount: $ 8,350,000<br />
Total approved amount: $ 10,000,000<br />
Issuance date: December 15, 2011<br />
Maturity date: January 26, 2012<br />
Interest rate: 4.65%<br />
Discount interest: 4.62491057%<br />
Authorization´s validity date: May 30, 2013<br />
16. Other expenses<br />
a. Detail is as follows:<br />
2011 2010<br />
PTU $ 186,465 $ 187,289<br />
Maintenance of mines and not-in use equipment 1,777 7,751<br />
Sales of scrap and other materials (23,513) –<br />
Federal taxes actualization by inflation (9,993) –<br />
Other expenses (income), net 2,335 (883)<br />
$ 157,071 $ 194,157<br />
b. PTU is as follows:<br />
2011 2010<br />
Current $ 172,039 $ 138,833<br />
Deferred 14,426 48,456<br />
$ 186,465 $ 187,289<br />
c. The main items that give rise to a deferred PTU asset (liability) are:<br />
2011 2010<br />
Deferred PTU (liability) asset:<br />
Inventory – Net $ 840 $ 688<br />
Property, plant and equipment – Net (6,426) (9,911)<br />
Deferred expenses – Net (8,445) –<br />
Loss (income) of derivative financial instruments (91,415) 373,800<br />
Environment remediation and site restoration 5,950 4,962<br />
Unrealized exchange fluctuation (13,934) –<br />
Other, net 1,248 1,185<br />
$ (112,182) $ 370,724<br />
17. Income taxes<br />
The Company is subject to ISR and IETU.<br />
The ISR rate is 30% for 2010 to 2012; it will be 29% for 2013, and 28% for 2014.<br />
IETU - Revenues, as well as deductions and certain tax credits, are determined based on cash flows of each fiscal year. Beginning in 2010, the IETU<br />
rate is 17.5%. The Asset Tax (IMPAC) Law was repealed upon enactment of the IETU Law; however, under certain circumstances, IMPAC paid in the<br />
ten years prior to the year in which ISR is paid for the first time, may be recovered, according to the terms of the law.<br />
Income tax incurred will be the higher of ISR and IETU.<br />
Based on its financial projections and according to INIF 8, Effects of the Business Flat Tax, the Company determined that it will basically pay ISR.<br />
Therefore, it only recognizes deferred ISR.<br />
a. Income tax is as follows:<br />
2011 2010<br />
Current $ 198,385 $ 191,593<br />
Deferred (22,738) 539,846<br />
$ 175,647 $ 731,439<br />
69
. The reconciliation between the effective and legal tax rates is as follows:<br />
70<br />
2011 2010<br />
% %<br />
Legal tax rate: 30 30<br />
Plus (less) effect of permanent items:<br />
Inflation effect (6) (1)<br />
Nondeductible items effect (1) –<br />
Other item (2) 1<br />
Effective tax rate 21 30<br />
c. The main items that give rise to a deferred ISR asset (liability) are:<br />
2011 2010<br />
Deferred ISR asset (liability):<br />
Effect of tax loss carry forwards $ 774,260 $ 366,893<br />
Inventories (555) 1,383<br />
Property, plant and equipment - Net (754,666) (539,432)<br />
Deferred costs – Net (13,880) –<br />
Loss of derivative financial instruments 669,736 2,673,484<br />
PTU 51,508 42,231<br />
Environment remediation 26,607 20,578<br />
Other (1,696) 7,794<br />
Recoverable IMPAC 12,477 12,188<br />
Valuation allowance for deferred recoverable IMPAC paid (12,477) (12,188)<br />
Net deferred ISR asset $ 751,314 $ 2,572,931<br />
d. The benefits of restated tax loss carry forwards and recoverable IMPAC for which the deferred ISR asset and tax credit, respectively, have been<br />
recognized, can be recovered subject to certain conditions. Expiration dates and restated amounts as of December 31, 2011, are:<br />
Year of Tax loss Recoverable<br />
expiration carry forward IMPAC<br />
2012 $ – $ 3,463<br />
2013 323 2,477<br />
2014 523 5,445<br />
2015 133,513 4,356<br />
2016 3,094 7,740<br />
2017 4,698 18,109<br />
2018 413,954 –<br />
2019 1,322 –<br />
2020 495,069 –<br />
2021 1,542,363 –<br />
$ 2,594,859 $ 41,590<br />
e. As of December 31, 2011, the Company recovered $189,202 of tax loss carry forwards applied against the fiscal income of the year 2011.<br />
f. In calculating deferred ISR according to the above paragraphs, the effects of tax loss carry forwards and recoverable IMPAC paid of $4,198 and<br />
$20,864, respectively, were included; however, they have been fully reserved because there is not a high probability of recovering such amounts.<br />
18. Commitments<br />
The Company sells the concentrates, copper cathodes and “dore” to its clients based on sales agreements which are generally renewed on an annual<br />
basis. Such agreements established the conditions and references to the metal prices in international markets.
19. Effects of adopting International Financial Reporting Standards<br />
The National Banking and Securities Commission (CNBV) requires certain entities that disclose their financial information to the public through the<br />
Mexican Stock Exchange, that beginning in 2012, they must prepare and disclose their financial information according to International Financial<br />
Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).<br />
The consolidated financial statements for the year ending December 31, 2012 to be issued by the Company will be its first annual financial statements<br />
that comply with IFRS. The transition date is January 1, 2011 and, therefore, the year ended December 31, 2011 will be the comparative period<br />
established by IFRS 1, s According to IFRS 1, the Company will apply the relevant mandatory exceptions and certain optional exemptions to the<br />
retroactive application of IFRS.<br />
The effect of significant changes in accounting policies that the Company has identified as result of the adoption of IFRS are:<br />
1.- Property, plant and equipment: The Company modified its policy to include the requirements of IAS 16 “Property, plant and equipment” related to<br />
the depreciation of components. Additionally, there is an option of valuate the fixed assets using the fair value or the historic cost. The Company<br />
adopted the valuation using historic cost.<br />
2.- Investment in subsidiaries, associates and other: There is an option to valuate the investments using the cost method or the fair value method. The<br />
Company adopted the cost method to valuate the investments.<br />
3.- Intangible assets: There is an option to valuate the intangible assets using the cost method or the fair value method. The Company adopted the<br />
cost method to valuate the intangible assets.<br />
4.- Functional currency: The functional currency of the Company was not modified as result of the adoption of IFRS. However, the functional currency<br />
of some subsidiaries was modified due to IAS 21 “The Effects of Changes in Foreign Exchange Rates” emphasizes certain factors and economic<br />
indicators which are defined in such IAS 21.<br />
5.- Cash flows: There is an option to present the Statement of cash flow using the direct method or indirect method. The Company decided to adopt<br />
the indirect method.<br />
6.- Employees benefits: The Company chose to take an early adoption of the new IFRS which will have effects starting in 2013. As such, the Company<br />
recognizes the actuarial gains and losses in the results of the period. Additionally, the Company recognizes the termination costs and the liabilities<br />
for past services when they are realized.<br />
7.- Comprehensive income in the financial statements: There is the option of presenting the comprehensive income within the statement of income<br />
or as separate financial statement. As of December 31, 2011, the Company does not include the comprehensive income as part of the Statement<br />
of Income even when starting in 2013 it is mandatory to present it in such way.<br />
As of the date of issuance of the financial statements the Company has determined some transition adjustments in the Balance Sheet as of January 1,<br />
2011 in the following items: accounts receivable, property, plant and equipment, deferred PTU and employees benefits. The Company considers these<br />
adjustments have a significant impact in the financial statements.<br />
Impact in accounting policies due to the adoption of IFRS:<br />
a. In accordance to IAS 16 “Property, plant and equipment” the Company determined the significant components of property, plant and equipment.<br />
As consequence, the useful-lives and the residual values were adjusted with the respective effect in the accumulated depreciation as of the<br />
transition date. Additionally, the Company capitalized the spare parts that are expected to be consumed in more than a year. Such spare parts<br />
qualify as a component and part of the fixed assets. In prior years, this kind of spare parts were recorded as an expense when they were acquired.<br />
The total effect was a credit in property, plant and equipment for $8,486.<br />
b. In accordance to IAS 19, Benefits to employees, the Company is allowed to record only expenses for the current PTU. IAS 19 requires, among<br />
others, that the present legal or assumed obligation to pay to the employees for their services be the result of a past event. As such, the Company<br />
eliminated the balance of deferred PTU since the transition date. The effect of this change is $370,724.<br />
c. The Company took an early adoption of IFRS 1 and recorded, as of the transition date, all the accumulated actuarial gains and losses not<br />
recognized at the end of the period. The effect of the adoption is $9,597.<br />
d. The Company recalculated its deferred taxes in accordance to IAS 12 “Income taxes”. Using the new adjusted values of assets and liabilities the<br />
effect recorded was $10,930.<br />
e. In accordance to IAS 29 Financial Reporting in Hyperinflationary Economies, the inflation effects must be recognized for the economies in<br />
which the inflation is above the 100% in 3 years. Mexican economy has not being a hyperinflationary economy since 1999. As consequence,<br />
the Company cancelled the effects of inflation that were recognized since 1999 until 2007, except for the fixed assets portion. The fixed assets<br />
cancelation effect of $1,109,348 was reclassified to retained earnings in accordance to IFRS 1<br />
71
The Company is in process of evaluating the impacts within the financial statements during 2011. However, the net effect in the cash flow must not<br />
be modified for the adoption of IFRS.<br />
The information contained in this Note has been prepared in accordance with the standards and interpretations issued and in effect, or issued and<br />
adopted in advance of the date of preparation of these consolidated financial statements. Standards and interpretations that will be applicable as<br />
of December 31, 2012, including those that may be applied optionally, are not known with certainty at the time of preparation of the consolidated<br />
financial statements as of December 31, 2011 and 2010. In addition, the accounting policies selected by the Company could be modified as a<br />
consequence of changes in the economic environment or industry trends that occur after the issuance of these consolidated financial statements.<br />
The information contained in this Note is not intended to comply with IFRS, as only a group of financial statements that includes the statements<br />
of financial position, comprehensive income, changes in stockholders ‘equity and cash flows, along with comparative information and explanatory<br />
notes, can provide an appropriate presentation of the financial position of the Company, the result of its operations and its cash flows in accordance<br />
with IFRS.<br />
20. Recently issued new and revised IFRSs not yet effective<br />
The international accounting standard board (IASB) issued a new series of International Financial Reporting Standards (IFRS) and modifications to the<br />
International Accounting Standards (IAS) as follows:<br />
72<br />
Amendments to IFRS 7 Financial Instruments: Disclosures<br />
IFRS 9 Financial Instruments<br />
IFRS 10 Consolidated Financial Statements<br />
IFRS 11 Joint Arrangements<br />
IFRS 12 Disclosure of Interests in Other Entities<br />
IFRS 13 Fair Value Measurement<br />
Amendments to IAS 1 Presentation of Financial Statements<br />
Amendments to IAS 12 Income Taxes<br />
Amendments to IAS 32 Financial Instruments: Presentation<br />
Amendments to IAS 27 Separate Financial Statements<br />
Amendments to IAS 28 Investments in Associates and Joint Ventures<br />
The amendments (October 2010) to IFRS 7 increase the disclosure requirements for transactions involving transfers of financial assets. These<br />
amendments are intended to provide greater transparency around risk exposures when a financial asset is transferred but the transferor retains<br />
some level of continuing exposure in the asset. The amendments also require disclosures where transfers of financial assets are not evenly distributed<br />
throughout the period.<br />
Other amendments (December 2011) to the disclosure requirements in IFRS 7 require information about all recognized financial instruments that are<br />
set off in accordance with paragraph 42 of IAS 32. The amendments also require disclosure of information about recognized financial instruments<br />
subject to enforceable master netting arrangements and similar agreements even if they are not set off under IAS 32. The IASB believes that these<br />
disclosures will allow financial statement users to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated<br />
with an entity’s recognized financial assets and recognized financial liabilities, on the entity’s financial position.<br />
The amendments (October 2010) to IFRS 7 are effective for annual periods beginning on or after 1 July 2011, with earlier application permitted.<br />
Other amendments (December 2011) are effective for annual periods beginning on or after 1 January 2013 and interim periods within those periods.<br />
IFRS 9 issued in November 2009 introduces new requirements for the classification and measurement of financial assets. IFRS 9 amended in October<br />
2010 includes the requirements for the classification and measurement of financial liabilities and for derecognition.<br />
Key requirements of IFRS 9 are described as follows:<br />
• IFRS 9 requires all recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement to be<br />
subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is<br />
to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal<br />
outstanding are generally measured at amortized cost at the end of subsequent accounting periods. All other debt investments and equity<br />
investments are measured at their fair values at the end of subsequent accounting periods.<br />
• The most significant effect of IFRS 9 regarding the classification and measurement of financial liabilities relates to the accounting for changes<br />
in the fair value of a financial liability (designated as at fair value through profit or loss) attributable to changes in the credit risk of that liability.<br />
Specifically, under IFRS 9, for financial liabilities that are designated as at fair value through profit or loss, the amount of change in the fair value<br />
of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the<br />
recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch<br />
in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Previously,<br />
under IAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was<br />
presented in profit or loss.
IFRS 9 is effective for annual periods beginning on or after 1 January 2015 (mandatory application date amended December 2011), with earlier<br />
application permitted.<br />
In May 2011, a package of five Standards on consolidation, joint arrangements, associates and disclosures was issued, including IFRS 10, IFRS 11,<br />
IFRS 12, IAS 27 (as revised in 2011) and IAS 28 (as revised in 2011).<br />
Key requirements of these five Standards are described below.<br />
IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements. SIC-12<br />
Consolidation – Special Purpose Entities has been withdrawn upon the issuance of IFRS 10. Under IFRS 10, there is only one basis for consolidation,<br />
that is control. In addition, IFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or<br />
rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the<br />
investor’s returns. Extensive guidance has been added in IFRS 10 to deal with complex scenarios.<br />
IFRS 11 replaces IAS 31 Interests in Joint Ventures. IFRS 11 deals with how a joint arrangement of which two or more parties have joint control<br />
should be classified. SIC-13 Jointly Controlled Entities – Non-monetary Contributions by Venturers has been withdrawn upon the issuance of IFRS 11.<br />
Under IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the<br />
arrangements. In contrast, under IAS 31, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly<br />
controlled operations.<br />
In addition, joint ventures under IFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly controlled entities<br />
under IAS 31 can be accounted for using the equity method of accounting or proportionate accounting.<br />
IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated<br />
structured entities. In general, the disclosure requirements in IFRS 12 are more extensive than those in the current standards.<br />
IAS 27 (as revised in 2011) contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when<br />
an entity prepares separate financial statements. The Standard requires an entity preparing separate financial statements to account for those<br />
investments at cost or in accordance with IFRS 9.<br />
IAS 28 (as revised in 2011) prescribes the accounting for investments in associates and sets out the requirements for the application of the equity<br />
method when accounting for investments in associates and joint ventures. The revised standard is to be applied by all entities that are investors with<br />
joint control of, or significant influence over, an investee. An entity applies IFRS 11 to determine the type of joint arrangement in which it is involved.<br />
Once it has determined that it has an interest in a joint venture, the entity recognizes an investment and accounts for it using the equity method in<br />
accordance with IAS 28 (as amended in 2011), unless the entity is exempted from applying the equity method as specified in the Standard.<br />
These five standards are effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted provided that all of these<br />
five standards are applied early at the same time.<br />
IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The Standard defines<br />
fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The scope of IFRS 13 is broad;<br />
it applies to both financial instrument items and non-financial instrument items for which other IFRSs require or permit fair value measurements and<br />
disclosures about fair value measurements, except in specified circumstances. In general, the disclosure requirements in IFRS 13 are more extensive<br />
than those required in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy<br />
currently required for financial instruments only under IFRS 7 will be extended by IFRS 13 to cover all assets and liabilities within its scope.<br />
IFRS 13 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted.<br />
The amendments to IAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate<br />
but consecutive statements. However, the amendments to IAS 1 require additional disclosures to be made in the other comprehensive income section<br />
such that items of other comprehensive income are grouped into two categories: (a) items that will not be reclassified subsequently to profit or loss;<br />
and (b) items that will be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive<br />
income is required to be allocated on the same basis.<br />
The amendments to IAS 1 are effective for annual periods beginning on or after 1 July 2012.<br />
The amendments to IAS 12 provide an exception to the general principles in IAS 12 that the measurement of deferred tax assets and deferred tax<br />
liabilities should reflect the tax consequences that would follow from the manner in which the entity expects to recover the carrying amount of an<br />
asset. Specifically, under the amendments, investment properties that are measured using the fair value model in accordance with IAS 40 Investment<br />
Property are presumed to be recovered through sale for the purposes of measuring deferred taxes, unless the presumption is rebutted in certain<br />
circumstances.<br />
73
The amendments to IAS 12 are effective for annual periods beginning on or after 1 January 2012.<br />
Amendments to IAS 32 provide clarifications on the application of the offsetting rules. This joint project between the IASB and FASB was intended to<br />
address the differences in their respective accounting standards regarding offsetting of financial instruments. However, the FASB decided to retain<br />
the current US GAAP guidance. Therefore, the Boards decided to jointly focus on developing converged disclosure requirements to allow financial<br />
statement users the ability to more easily compare financial instruments exposures under IFRS and US GAAP. Additionally, the IASB decided to amend<br />
IAS 32 to clarify certain aspects because of diversity in application that was identified during the IASB constituent outreach.<br />
The project to amend IAS 32 focused on four main areas:<br />
74<br />
• the meaning of ‘currently has a legally enforceable right of set-off’<br />
• the application of simultaneous realization and settlement<br />
• the offsetting of collateral amounts<br />
• the unit of account for applying the offsetting requirements.<br />
The amendments to IAS 32 are not effective until annual periods beginning on or after 1 January 2014.<br />
Except for the amendments to IAS 1 whose presentation of items of other comprehensive income will be modified accordingly when the amendments<br />
are applied in the future accounting periods, the Company has not yet performed a detailed analysis of the effect derived from the application of these<br />
new and revised Standards and hence has not yet quantified the extent of the impact.<br />
21. Authorization to issue the financial statements<br />
On March 6, 2012, the issuance of the accompanying consolidated and combined financial statements was authorized by C. P. Quintín Botas<br />
Hernández and C. P. Andrés Santiago López; consequently, they do not reflect events occurred after that date. These consolidated financial statements<br />
are subject to the approval of the Company’s general ordinary stockholders’ meeting, where they may be modified, based on provisions set forth in<br />
the Mexican General Corporate Law.
Design: signi.com.mx<br />
INVESTOR INFORMATION<br />
Bolsa Mexicana de Valores<br />
The shares Series A-1 of <strong>Minera</strong> <strong>Frisco</strong>, S.A.B de C.V. are<br />
listed in the Mexican Stock Exchange under the ticker<br />
symbol “MFRISCO”.<br />
OTC Market<br />
ADR’s Level 1<br />
Symbol: MSNFY 2:1<br />
Cusip: 60283E101<br />
Depositary Bank<br />
BNY Mellon<br />
P.O. Box 11258<br />
New York, N.Y. 10286-1258<br />
Tel. 1-888-BNY-ADRS (1-888-269-2377)<br />
shrrelations@bnymellon.com<br />
www.bnymellon.com/shareowner<br />
Contacts<br />
Jorge Serrano Esponda<br />
jserranoe@inbursa.com<br />
Angélica Piña Garnica<br />
napinag@condumex.com.mx<br />
www.minerafrisco.com
Lago Zurich No. 245<br />
<strong>Frisco</strong> Building, 7th Floor<br />
Plaza Carso<br />
Colonia Granada Ampliación<br />
México, D.F. 11529<br />
www.minerafrisco.com<br />
María / Aerial view