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Subsequent Events
9 Months Ended
Sep. 30, 2011
Subsequent Events 
Subsequent Events

20.   Subsequent Events

 

Private Placement

 

On October 7, 2011, the Company completed a private placement (the “Private Placement”) to certain investment funds managed by The Sentient Group (“Sentient”) of 4,118,150 shares of the Company’s common stock at a price of $7.44 per share, resulting in net proceeds to the Company of approximately $30.6 million after costs related to the transaction of less than $0.1 million.  Sentient is an independent private equity firm that manages investments in the global resources industry. As a result of the Private Placement Sentient holds approximately 19.9% of the Company’s outstanding common stock as compared to approximately 9.4% immediately prior to the Private Placement.  Sentient held approximately 19.9% of the Company’s common stock prior to the Company’s acquisition of ECU (excluding restricted common stock held by the Company’s employees).  In conjunction with the Private Placement, the Company agreed to register with the Securities and Exchange Commission the common stock purchased by Sentient no later than March 31, 2012 with an effective date for the registration no later than June 30, 2012.  If the Company is unable to meet these deadlines, it may be subject to a penalty up to a maximum amount of 3.0% of the aggregate purchase price.

 

Following is an unaudited, condensed consolidated pro-forma balance sheet that was prepared as if the Private Placement had been completed on September 30, 2011.  Actual amounts recorded may vary from these pro-forma amounts pending a final determination of costs associated with the offering.  These unaudited condensed consolidated pro forma financial statements should be read in conjunction with our historical financial statements as of September 30, 2011 included in this Form 10-Q.

 

Golden Minerals Company

Condensed Consolidated Pro-Forma Balance Sheet

September 30, 2011

(Expressed in United States dollars)

(Unaudited)

 

 

 

 

 

Pro-Forma

 

 

 

 

 

 

 

 

 

Adjustments

 

 

 

 

 

 

 

 

 

to Reflect the

 

 

 

 

 

 

 

 

 

Public Offering

 

 

 

 

 

 

 

Historical

 

And

 

 

 

Pro-Forma

 

 

 

Amounts

 

Private Placement

 

Note

 

Amounts

 

 

 

(in thousands, except share data)

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

54,979

 

$

30,639

 

(a)

 

$

85,618

 

Other current assets

 

6,044

 

 

 

 

6,044

 

Total current assets

 

61,023

 

30,639

 

 

 

91,662

 

Property, plant and equipment, net

 

381,876

 

 

 

 

381,876

 

Other long term assets

 

936

 

 

 

 

936

 

Total assets

 

$

443,835

 

$

30,639

 

 

 

$

474,474

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

33,214

 

$

 

 

 

$

33,214

 

Long term liabilities

 

87,350

 

 

 

 

87,350

 

Total liabilities

 

120,564

 

 

 

 

120,564

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Common stock, $.01 par value,

 

314

 

41

 

(a)

 

355

 

Additional paid in capital

 

422,911

 

30,598

 

(a)

 

453,509

 

Accumulated deficit

 

(99,810

)

 

 

 

(99,810

)

Accumulated other comprehensive income (loss)

 

(144

)

 

 

 

(144

)

Total equity

 

323,271

 

30,639

 

 

 

353,910

 

Total liabilities and equity

 

$

443,835

 

$

30,639

 

 

 

$

474,474

 

 

 

(a)         This pro-forma adjustment reflects the issuance of 4,118,150 shares in the private placement at $7.44 per share resulting in net proceeds to the Company of approximately $30.6 million after costs related to the transaction of less than $0.1 million.

 

Prepayment of Long Term Debt

 

On October 31, 2011, the Company notified the lenders of its intent to prepay all amounts outstanding under the Term Loan.  Prepayment of the Term Loan will require payment of a cancelation fee totaling approximately $0.5 million.  The Company expects the prepayment to occur in November 2011.